BOARD OF COMMISSIONERS
Board of Commissioners is corporate governance function of the Company with the role as supervisor over the Company’s policy and managerial operations, as well as providing advice to the Board of Directors in the framework to acheive the Company’s targets. In carrying out its functions, the Board of Commissioners upholds goodwill, prudence, professionalism, responsibility and compliance to laws and regulations as well as the Articles of Association.
Duties and Responsibilities of the Board of Commissioners are as follows:
- Supervise the management of the Company and provide advice to the Board of Directors.
- Supervise the Company’s work plan and budget, which have been approved by the Board of Commissioners.
- Perform its duties, authorities and responsibilities in accordance with the provisions contained in the Articles of Association, resolutions of the GMS and prevailing laws and regulations.
- Actively follow the development of the Company.
- Evaluate the remuneration of management and the Board of Directors.
- Monitor the implementation of corporate governance procedures and ensures that it meets the highest standards.
- Study, review, sign and approve or validate the Company’s Work Plan and Budget proposed by the Board of Directors no later than at the commencement of the fiscal year.
- Study and review periodical reports and annual reports submitted by the Board of Directors as well as sign off on the annual report.
- Conduct a thorough study of the Company’s work plan and business strategy.
- Provide approval on matters related to the Company’s business plan that have been agreed to in the GMS.
For Charter Of The Board Commissioners download here
BOARD OF DIRECTORS
Board of Directors is a corporate governance function of the Company tasked with managing the Company’s business with representative and managerial authorities. In carrying out its functions, the Board of Directors upholds good faith, carefulness, professionalism, responsibility as well as compliance to laws and regulations and the Articles of Association.
Duties and Responsibilities of the Board of Directors’ are as follows:
- Direct and manage the Company in accordance with the purpose and objectives of the Company and supervise, maintain and manage the Company’s assets.
- Carry out its duties in accordance with the provisions set out in the Articles of Association, General Meeting of Shareholders resolutions, work plan and prevailing laws and regulations.
- Ensure that the implementation of any business activity is in accordance with the Company’s vision and mission.
- Manage available resources and periodically improve the system to achieve better results.
- Periodically provide management reports to the Board of Commissioners and Shareholders in accordance with the methods set out in the Articles of Association.
- Avoid any conflict of interest that could occur in the implementation of the Company’s practices.
- Execute management functions within the Company by applying the principles of transparency in all business fields related to the work plan of the Company.
- Devote energy, thoughts, attention and dedication to the duties, responsibilities and the fulfillment of the purpose and objectives of the Company.
For Charter Of The Board Directors Charter download here
CORPORATE SECRETARY
The Corporate Secretary is an organ of the Board of Directors tasked with maintaining the relationship between the Company and stakeholders through publication of the Company’s activities, as well as maintaining fairness, consistency and transparence in the implementation of corporate governance and corporate actions. Furthermore, the Corporate Secretary also monitors the Company’s compliance with prevailing laws and regulations applicable to the Company, specifically in the stock market.
The duties and responsibilities of the Corporate Secretary are as follows:
- Follow the development of the Capital Market, particularly the laws and regulations applicable to the Capital Market;
- Provide recommendations for the Board of Commissioners and Board of Directors of the Company to ensure compliance with the laws and regulations of the Capital Market;
- Assist the Board of Directors and Board of Commissioners in implementing corporate governance; and
- Serve as a connector between the Company and shareholders, OJK and other stakeholders.
For Board of Director’s Decree to appoint a Corporate Secretary download here
AUDIT COMMITTEE
Audit Committee is a supporting organ under the Board of Commissioners that works collectively to assist the Board of Commissioners in studying and clarifying financial information, selection, appointment and supervision of independent auditors, evaluating the implementation of internal audit functions, internal controls, compliance with laws and regulations and the Company’s risk management. The Company has appointed and formed the Audit Committee in accordance with the provisions stipulated in POJK No. 55/2015 and PBEI No. I-A.
The duties and responsibilities of the Audit Committee are as follows:
- Study financial information to be released by the Company to the public and/or other authorities, including but not limited to financial reports, projections and other reports related to the Company’s financial information;
- Study the Company’s compliance with prevailing laws and regulations related with the Company’s business activities;
- Provide independent opinion in the event of dissent between the management and public accountants over services provided;
- Provide recommendations for the Board of Commissioners regarding the appointment of accountants based on independency, scope of assignment and honorarium;
- Study evaluations by internal auditors and supervise the Board of Directors’ follow-up over the internal auditor’s findings;
- Study the implementation of risk management carried out by the Board of Directors;
- Issue complaints regarding the Company’s accounting process and financial reporting;
- Study and provide recommendations to the Board of Commissioners regarding the potential of conflicts of interest within the Company’s decision making process; and
- Protect the confidentiality of the Company’s documents, data and information.
For Audit Committee Charter download here
INTERNAL AUDIT
Pursuant to Financial Service Authority Regulation (POJK) Number 56/POJK.04/2015, the internal audit function was incorporated in the structure of the Company based on internal audit charter as stated in the resolution of the Board of Commissionoers No.PTP/RES/BOC/V/2013-0012 dated May 21,2013 substitute of the Board of Commissioners meeting and has been updated in line with OJK regulations.
The Duties and responsibilities of the Internal Audit Unit are as follows:
- Enrich and improve the Company’s operational performance;
- Help the Company achieve its objectives with systematic and disciplined audit methods;
- Evaluate and improve the effectivity of risk management, controls and governance;
- Help the Company’s function carry out their duties and responsibilities in a proper manner;
- Carry out risk audits on all of the Company’s departments;
- Update project evaluations and standard operating procedures to improve the Company’s productivity and efficiency;
- Provide analysis, assessments, recommendations, consultation and information regarding the Company’s activities studied by the unit; and
- Improve the Company’s activity controls to work at reasonable costs.
Party Who Appointed/Dismissed Internal Audit Chairman
The Internal Audit Unit is chaired by an Internal Audit Unit Chairman who is appointed and dismissmed by President Director with approval from Board of Commissioners and reported to the Financial Service Authority.
Profile of Internal Audit Unit Chairman
On August 9, 2018, the Company, through the Board of Directors and with the approval of the Board of Commissioners through the Decree of the Board of Commissioners dated August 9, 2018, reaffirm the appointment of Ronny Hernawan Chandra as the Chairman of the Internal Audit Unit.
Internal Audit Charter
In implementing the duties and responsibilities, Internal Audit Unit refers to the Internal Audit Charter that was re-affirmed under Board of Commissioners Decree dated August 9, 2018 referring and complies to POJK No. 56/2015.
For Internal Audit download here
NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is a supporting organ of the Board of Commissioners that provides assistance in the carrying out of functions and duties related to nomination and remuneration of the Board of Directors and the Board of Commissioners. The Company has appointed and formed the Nomination and Remuneration Committee in accordance with the provisions in POJK No. 34/2014.
The duties and responsibilities of the Nomination and Remuneration Committee is as follows:
- Provide recommendation to the Board of Commissioners regarding:
a. Composition of the Board of Directors and/or Board of Commissioners;
b. Policy and criteria necessary in the Nomination process; and
c. Performance evaluation policies for members of the Board of Directors and/or Board of Commissioners. - Assist the Board of Commissioners in evaluating the performance of the members of the Board of Directors and/or Board of Commissioners.
- Provide recommendations for the development programs of the Board of Directors and/or Board of Commissioners, to be delivered by the Board of Commissioners in the GMS.
- Provide recommendations regarding candidates qualified to become members of the Board of Directors and/or the Board of Commissioners, to be delivered in the GMS.
- Provide recommendations to the Board of Commissioners regarding:
a. Remuneration Structure;
b. Remuneration Policy; and
c. Remuneration Amount. - Assist the Board of Commissioners in carrying out performance assessments in accordance with the amount of remuneration received by each member of the Board of Directors and/or Board of Commissioners.
For Committee of Remuneration and Nomination download here
CODE OF CONDUCT AND CORPORATE CULTURE
Code of conduct is a guideline for behavior, to be used as a reference by the Company’s organs and employees and continuously implemented in order to achieve the Company’s vision and mission.
For Code of Conduct Content download here