Board of Commissioners Charter

Board of Commissioners

The Board of Commissioners is one of the main organs in the corporate governance structure that plays a role in carrying out the supervisory function on the Company’s operational activities. The Board of Commissioners has the collective duty and responsibility as a supervisor and adviser to the Board of Directors regarding the management of the Company.

Duties and Responsibilities of the Board of Commissioners

Referring to the Company’s Articles of Association and applicable regulations, duties and responsibilities of the Board of Commissioners are as follows:

  • Supervise the management of the Company by the Board of Directors, and give approval to the Company’s annual work plan for the coming fiscal year.
  • Ensure the implementation of Good Corporate Governance.
  • Supervise the strategic and operational decisions of the Board of Directors as well as the effectiveness of the Company’s management.
  • Carry out tasks specifically assigned to them in accordance with the Articles of Association, applicable laws and regulations, and/or based on the resolutions of the GMS.
  • Perform duties, authorities, and responsibilities in accordance with the provisions of the Company’s Articles of Association and the resolutions of the GMS.
  • Carry out research and review on the Annual Report prepared by the Board of Directors, and sign the report.
  • Comply with the Articles of Association and laws and regulations, and must implement the principles of professionalism, efficiency, transparency, independence, accountability, responsibility, and fairness.

Board of Commissioners Composition

Pursuant to Article 14 paragraph (1) of the Company’s Articles of Association, the composition of the Company’s Board of Commissioners consists of at least 2 (two) people, one of which is the President Commissioner and the other is an Independent Commissioner.

The composition of the Company’s Board of Commissioners is in accordance with Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, which stipulates that every public company is obliged to have an Independent Commissioner of at least 30% of the total members of the Board of Commissioners. In this case, the Company has complied with these provisions by appointing 1 (one) member as the Independent Commissioner of the total 3 (three) members of the Board of Commissioners.

Board of Commissioners Meeting

The Board of Commissioners holds meetings at least 1 (one) time in 2 (two) months. During the meeting, the Board of Commissioners may invite the Board of Directors and/or other committees and work units that can support decision making in the meeting.

Board of Commissioners Performance Assessment

In the context of implementing Good Corporate Governance as required through POJK No. 21, where further provided for in SE No. 32, the Company has developed a Performance.

Assessment Policy for the Company’s Board of Commissioners (the “Assessment Policy”). This Assessment Policy allows members of the Board of Commissioners to evaluate the performance of the Board of Commissioners collectively. Self-assessment conducted by each member of the Board of Commissioners is carried out to assess the performance of the Board of Commissioners collectively and not to assess the individual performance of each Board of Commissioners.

The Board of Commissioners carries out a self-assessment of its performance related to, among others, attendance at meetings, business insights, identification of business risks, accuracy in carrying out supervisory duties and implementation of Good Corporate Governance.

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