Board of Commissioners
The Board of Commissioners (BOC) is an organ of the Company that supervises the Board of Directors (BOD) policies and advises the BOD in exercising its management duties.
The BOC works in accordance with the Company’s Board of Commissioner Charter and the Code of Conduct. The BOC Charter sets out the binding guidelines for every BOC member to perform their duties and responsibilities effectively and in accordance with good corporate governance principles.
In general, the main duties of the BOD are as follows:
- Overseeing management policies and executions as well as providing advice to the BOD;
- Establishing any committees to support the effectiveness of their duties execution as well as evaluating the performance of each committee;
- Holding Annual General Meeting (AGM) and other General Meeting of Shareholders (GMS) in accordance with the prevailing laws and regulations as well as the Company’s Articles of Association; and
- Taking over the management of the Company temporarily in the case the Company has no BOD members.
Based on Articles of Association, the BOC shall consists of at least 3 members, whose appointment and dismissal are carried out through the GMS . The BOC’s service tenure is five years and shall end at the closing of the fifth AGM after the date of the appointment. The BOC member whose tenure has ended, could be reappointed or replaced through the GMS after considering the recommendation from Nomination and Remuneration Committee. An Independent Commissioner who has served for two terms of tenure could be re-appointed for the following terms after he/she declares his/her independency to the GMS.
As resolved at the AGM on 18 June 2019, the BOC consists of 7 members who hold their position until 2020 AGM. Three of the BOC members are Independent Commissioners. This is in compliance with the regulations of the Financial and Services Authority (OJK) and Indonesia Stock Exchange, which require more than 30% of BOC members to be Independent Commissioners.
The members of BOC currently are as follow: