Board of Commissioners

The Board of Commissioners ("BoC") is responsible for overseeing management policies and the overall conduct of the Company’s operations and business, as well as providing advice to the Board of Directors. This supervision and advisory role are performed in the best interests of the Company and in line with its purposes and objectives.

 

Legal Basis

• Law Number 40 of 2007 concerning Limited Liability Companies, as amended by Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation, which has been enacted as law under Law Number 6 of 2023 on the Stipulation of Government Regulation in Lieu of Law Number 2 of 2022 concerning Job Creation into Law.

• Financial Services Authority Regulation Number 33/POJK.04/2014 of 2014 concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies.

  

BoC Charter

In carrying out its duties and functions, the Board of Commissioners is guided by a code that binds all its members. This code is set forth in the Board of Commissioners Charter of PT Adaro Andalan Indonesia Tbk, which serves as one of the implementations of good corporate governance. 

Download BoC Charter

 

Concurrent Position of the BoC

Provisions regarding concurrent positions of the Board of Commissioners are as stipulated in the Board of Commissioners Charter.

 

BoC Composition

The composition and number of the BoC members are determined by the General Meeting of Shareholders ("GMS") by considering the Company’s condition, the diversity of BoC members’ skills, knowledge, and experience. 

The recommendations or proposals for the appointment and/or replacement of BoC members to GMS shall be made by the Company’s Nomination and Remuneration function, whose roles are carried out by the BoC.

 

The Composition of the Company’s Board of Commissioners

 

Term of office of BoC members

• BoC members are appointed by GMS for a term of office starting from the date as determined by the GMS which appoints them until the closure of the fifth AGMS from the date of appointment, without prejudice to the right of the GMS to dismiss at any time.
• Every BoC member may be reappointed for the next term of office.
• Independent Commissioners may be appointed to hold the position for more than 2 (two) terms of office as long as they declare their independency.

 

Duties, responsibilities and authority of the BoC

1. The BoC is responsible for supervising the policies and performance of the company’s management and business in general, and providing advice for the BoD;
2. In certain circumstances, BoC must hold AGMS and other GMS within their authority;
3. BoC members must carry out their duties and responsibilities in good faith, and with full responsibility and prudence;
4. BoC must set up an audit committee and other committees to support the effective performance of their duties and responsibilities.

 

The BoC’s duties, authority, and responsibilities are explained in more details in the Articles of Association and stated in the BoC Charter.

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