Board of Directors Charter
Board of Directors
The Board of Directors is one of the main organs in the Corporate Governance structure that plays a role in managing the Company, both operationally and financially. The Board of Directors has full duties and responsibilities for the management of the Company which is carried out in accordance with the provisions of the Articles of Association and various applicable regulations. Each member of the Board of Directors carries out their duties, responsibilities, and makes decisions according to their division. Duties, authorities, and other matters related to the Board of Directors are in accordance with the Articles of Association and applicable regulations.
Duties and Responsibilities of the Board of Directors
Referring to the Company’s Articles of Association and applicable regulations, the Board of Directors is tasked with regulating, administering, and managing the Company. Each member of the Board of Directors must show loyalty in carrying out his/her role and have good intentions in the task of managing the Company for the benefit of the Company, in accordance with the aims and objectives of the Company.
The Board of Directors is responsible for the overall management of the Company as well as setting strategic directions for the Company. The duties and responsibilities of the Board of Directors as stated in the Company’s Articles of Association include:
- Manage the Company in accordance with its authorities and responsibilities in accordance with the Articles of Association, applicable laws and regulations, and GCG principles with the aim of improving the welfare of stakeholders.
- Direct the Company’s operational strategy in running its business.
- Develop the Company’s vision, mission, values ,and strategic plans in the form of a corporate plan and a business plan.
- Establish a complete organizational structure with detailed tasks in each division.
- Control human resources in the Company effectively and efficiently.
- Create an internal control system and internal control and risk management, ensure the implementation of the Company’s Internal Audit function at every level of management and following up on the findings of the Company’s InternalAudit Unit in accordance with the directions given by the Board of Commissioners.
Moreover, the Board of Directors is also entitled to represent the Company, inside and outside the court, regarding all matters and in all events that bind the Company to other parties, as well as other parties to the Company.
Division of Duties of the Board of Directors
The Company’s Board of Directors consists of 4 (four) Directors of which one person is the President Director. Details of the division of duties and functions of each Director of the Company are as follows:
- President Director
Responsible for the overall operation of the Company. The President Director supervises the other four Directors, including overseeing Human Resources, Marketing and Communication, Legal and Corporate, and Information Technology. - Director
Responsible and has duties and functions in developing the Company’s business, especially related to the management of the artists for the big screen, determining shooting locations, including setting the schedule for films to be shown by following the schedules of these artists. - Director of Finance
Responsible and has the duties and functions of the Company’s financial management, accounting and procurement. - Director
Responsible and has duties and functions in developing the Company’s digital business.
Assessment on Board of Directors Performance
Assessment on Board of Directors performance in 2021 shows that each member of the Board of Directors has carried out their responsibilities effectively in accordance with the assigned division of tasks. Each member of the Board of Directors has contributed according to the work plan and has carried out a good working relationship with the Board of Commissioners.
In the context of implementing Good Corporate Governance as required by the Financial Services Authority Regulation No. 21/POJK.04/2015 concerning the Implementation of Governance Code for Public Company (“POJK No. 21”), which is further regulated in Regulation No. 32/SEOJK.04/2015 concerning Governance Code for Public Company (“SE No. 32”), the Company has developed a Performance Assessment Policy for the Company’s Board of Directors (the “Assessment Policy”).
This Assessment Policy allows members of the Board of Directors to evaluate the performance of the Board of Directors collectively, and not to assess the individual performance of each member of the Board of Directors. This Assessment Policy is a guideline that can be used as a form of accountability for the performance assessment of the Board of Directors. With the existence of self-assessment and accountability, it is hoped that each member of the Board of Directors can contribute to improving the performance of the Board of Directors on an ongoing basis.
Performance assessment by the Company’s Board of Directors will be carried out with reference to the following aspects:
- Leading, managing, and control the Company in accordance with the Company’s objectives; striving to improve the efficiency and effectiveness of the Company;
- Controlling, maintaining, and managing the Company’s assets;
- Preparing an annual work plan containing the Company’s annual budget and submitting the plan to the Board of Commissioners for approval before the beginning of the next fiscal year;
- Performing duties and responsibilities in accordance with the provisions of the Articles of Association and the Resolutions of the General Meeting of Shareholders;
- Complying with the Articles of Association and applicable laws and regulations and are required to carry out duties in accordance with the principles of professionalism;
- Efficiency, transparency, independence, accountability, responsibility and fairness, among others, conducting Board of Directors Meetings in accordance with applicable regulations.