INTRODUCTION
The Board of Commissioners’ working guidelines are established to provide guidance to members in supervising and managing the Company. This ensures that the Board acts in accordance with the Articles of Association, the Company’s Code of Ethics, and prevailing laws and regulations.
DUTIES AND RESPONSIBILITIES
Fiduciary Duty: The Board of Commissioners must perform its duties and responsibilities in good faith and with the principle of prudence. They are responsible for overseeing management policies and the general course of management regarding both the Company and its business, as well as providing advice to the Board of Directors.
Committees: To support effective execution, the Board must form an Audit Committee and may form other committees. They are required to evaluate the performance of these committees at the end of each financial year.
OBLIGATIONS
Interim Management: If all members of the Board of Directors are suspended or if the Company lacks any Directors for any reason, the Board of Commissioners is temporarily obliged to manage the Company. They may grant temporary authority to one or more members of the Board of Commissioners at the Board’s responsibility.
Sole Commissioner: If there is only one member of the Board of Commissioners, all duties and authorities granted to the President Commissioner apply to them.
AUTHORITY
Access & Inspection: The Board has the right to enter Company buildings and premises during working hours. They are entitled to examine all bookkeeping, documents, and evidence, as well as verify cash positions and other assets.
Information Rights: The Board of Directors and each of its members are obliged to provide explanations on any matters requested by the Board of Commissioners.
Suspension of Directors: Based on a Board meeting resolution, the Board of Commissioners may temporarily suspend one or more Directors if they act contrary to the Articles of Association or prevailing laws.
Notification: Written notice with reasons must be sent to the concerned Director (with a copy to the Board of Directors) within 2 calendar days of the decision.
Limitation of Authority: A suspended Director cannot manage the Company until a General Meeting of Shareholders (GMS) confirms or cancels the suspension.
GMS Timeline: A GMS must be held within 90 days to decide on the suspension. If no GMS is held or no decision is reached, the suspension is void, and the Director is reinstated.
Disclosure: The Company must disclose information to the public and the Financial Services Authority (OJK) within 2 business days after the GMS.
LIABILITY
Joint Liability: Members are personally and jointly liable for Company losses caused by their errors or negligence.
Exemption from Liability: A member is not liable if they can prove:
The loss was not due to their error or negligence.
They performed supervision in good faith, responsibly, and prudently for the Company’s interests.
They had no direct or indirect conflict of interest in the supervisory action.
They took actions to prevent or mitigate the loss.
CRITERIA AND TERM OF OFFICE
Composition: Minimum of 2 members. If there are exactly 2, one must be an Independent Commissioner.
Qualifications: Members must have good integrity, legal capacity, and—within the last 5 years—must not have been declared bankrupt, caused a company to go bankrupt, or been convicted of financial crimes.
Independent Commissioner Specifics: Must not have been an employee/manager in the last 6 months (unless for re-appointment), must not hold shares, and must have no affiliation or business relationship with the Company or its Directors/Shareholders.
Term: Appointments last until the close of the 5th Annual GMS after the appointment date, unless determined otherwise. Members may be re-appointed.
Resignation: A member must provide written notice at least 30 calendar days in advance. The Company must hold a GMS within 90 days to decide on the resignation.
BOARD OF COMMISSIONERS MEETINGS
Frequency: At least once every 2 months. Joint meetings with the Board of Directors must occur at least once every 4 months.
Quorum: A meeting is valid only if more than 1/2 of the members are present or represented.
Decision Making: Decisions are reached through deliberation for consensus. If consensus is not reached, a majority vote (more than 1/2) applies.
Circular Resolutions: Valid decisions can be made without a meeting if all members are notified in writing and sign their approval of the proposal.
INDUCTION PROGRAM
Newly appointed members will receive an induction program (presentations, meetings, or site visits) accompanied by the President Commissioner or President Director.
PROFESSIONAL ETHICS
Personal Gain: Members are prohibited from taking personal advantage of Company activities beyond their designated salary, allowances, and facilities.
Bribery/Corruption: Members are prohibited from offering or receiving anything of economic value to/from customers, partners, or government officials to influence decisions or as a reward for actions taken.