Roles and Responsibilities of BOC
In general, Board of Commissioners acts to oversee and provide advice to the Board of Directors. Roles and responsibilities of the Board of Commissioners can be specified as follows:
- The Board of Commissioners supervises the policies, implementation of policies for both the Company and the business, and also provides advice to the Board of Directors. The board shall perform the duties and responsibilities in good faith, full of responsibility and prudence.
- In performing its duties, the Board of Commissioners has the right to receive explanations from the Board of Directors as a whole or any single member on all matters required or responsibilities given.
- In order to support the effectiveness of the implementation of the duties and responsibilities of the Board of Commissioners, they are obligated to form an Audit Committee and may establish other committees.
- The Board of Commissioners reserves the right to at any time to temporarily suspend one or more members of the Board of Directors. This may occur if the board members have acted in any way contrary to the articles of association and/or legislation or have neglected their obligations which in turn has had a detrimental effect on the Company.
- This suspension must be put into writing and the person concerned notified along with valid reasons for their suspension.
- For a period of at least 90 (ninety days) after the suspension, the Board of Commissioners must hold a GMS to revoke or strengthen the temporary dismissal decision. In the GMS, the concerned member of Board of Directors will be given the opportunity to be present to defend themselves.
- The GMS as referred to above will be led by the president commissioner and if the chairman is not present, then the GMS will be led by another member of the Board of Commissioners appointed by the GMS, and summons must be made in accordance with the provisions.
- If the entire Board of Directors is suspended, then temporarily the Board of Commissioners is required to manage the Company, in which case the Board of Commissioners reserves the right to provide temporary power to one or more of them at their joint responsibility.
- If the time period for the GMS lapses, or the GMS cannot make a decision, then the temporary dismissal as referred to above will become void.
- Members of the Board of Commissioners, collectively or individually, at any time during office hours have the right to enter the buildings or other places owned by the Company and inspect all book keeping, letters and other documents, including checking cash and other conditions, as well as the right to know all the actions undertaken by the Board of Directors.
- The Board of Directors and each of its members are obliged to provide an explanation about anything requested by the Board of Commissioners.
- The duties and responsibilities, as well as authority for each member of the Board of Commissioners will be regulated by the board through periodical amendments and decision letters.
Performance assessment Criteria for BOC
The criteria of performance assessment of the Board of Commissioners are as follows:
- Implementation of GCG
- Alignment of performance with vision and mission
- Comparison between targets and actual achievements
Criteria for Independent Commissioner
Independent Commissioner criteria based on Regulation No IX.I.5 on Formation and Implementation Guidelines for Audit Committee which include the following:
- Not a person who has worked or who has had the authority and responsibility for planning, directing, controlling, or supervising the Company’s activities within 6 (six) months, except for reappointment as the Company’s Independent Commissioner for subsequent period
- Has no shares either directly or indirectly in the Company
- Does not have any affiliation with the issuer or public Company, members of the board of commissioners, members of the Board of Directors or major shareholders of the Company.
- Does not have a business relationship, directly or indirectly, related to the Company’s business activities.
The appointment of Fauzi Ichsan as the Company’s Independent Commissioner was in accordance with the criteria set above. His experience in Government, economic and market research, as well as banking and finance shows his independency above the Company supervision.
Statement on the Independence of The Independent Commissioner
Fauzi Ichsan was appointed as the Company’s Independent Commissioner in accordance with his capabilities and background. the criteria of the applicable laws and regulations, in this case the Financial Services Authority Regulation Number 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies, which stipulates the criteria for Independent Commissioners, which are presented above. Therefore, he is capable to fulfill his duties and responsibilities independently without any conflict of interests.
- There are no affiliated Relationship between members of the Board of Commissioners and other members of the Board of Commissioners
- Affiliations between members of the Board of Directors and members of the Board of Commissioners: President Director Haryanto Adikoesoemo, is the son of Soegiarto Adikoesoemo who serves as the President Commissioner of the Company.
- Affiliations between members of the Board of Commissioners and majority shareholders: President Commissioner Soegiarto Adikoesoemo, is the one of the shareholders and President Commissioner of PT Arthakencana Rayatama who are the majority shareholder of the Company. His Son, Haryanto Adikoesoemo, is the President Director and of one of the shareholders in PT Arthakencana Rayatama.