Board of Commissioners

The Board of Commissioners (BoC) is a company’s organ which is responsible for performing general and/or specific supervision in accordance with the company’s Articles of Association, providing advices to the Board of Directors, as well as ensuring effective implementation of the company’s GCG.

 

Legal basis

The Board of Commissioners’ establishment and appointment refer to several regulations, such as Law No. 40 of 2007 on Limited-liability company and FSA Regulation No. 33/POJK.04/2014 of December 8, 2014 on the BoD and BoC of Issuers or Public Companies (“POJK 33”).

  

BoC Charter

The BoC has carried out duties, responsibilities and authorities in accordance with the Board of Commissioners Charter. BoC Charter is a company document incorporated to manifest the BoC’s commitment and to serve as the BoC’s guidelines for applying the GCG. The guidelines are in-line with the company’s Articles of Association, the GCG principles, as well as all applicable rules and regulations. 

Download BoC Charter

 

Concurrent position of the BoC

BoC members can concurrently serve as:

• a BoD member of not more than 2 (two) other issuers or public companies; and
• a BoC member of not more than 2 (two) other issuers or public companies.

 

BoC composition

The composition and number of the BoC members are determined by the GMS by considering the company’s condition and 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 2024:

 

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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