Roles and Responsibilities of BOC - 55
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 exercise control on the implementation of GCG and provides advice to the Board of Directors based on the applicable legislations.
- At any time during office hours, members of the Board of Commissioners have the rights, either collectively or individually, to enter buildings or any other places owned by the Company, to inspect all book keepings, letters and other documents, including the checking of cash and others, and to know all the actions that have been undertaken by the Board of Directors.
- Board of Directors and each of its members are obliged to give explanation about everything being asked by the members of the Board of Commissioners.
- Through the approval of its majority members, the Board of Commissioners have the right to temporarily dismiss one or more members of Board of Directors. This must be conducted in accordance with the prevailing legislations when the respective Directors ignore their obligations or acts in contrary to the objectives of the Company, Articles of Association, or existing regulations.
- If all members of theBoard of Directors are temporarily dismissed thus the Company is in the position where it does not have any member of Board of Directors, the Board of Commissioners are required to temporarily being in charge of the Company. In relation to this, the Board of Commissioners shall be entitled to provide temporary authority while one or more of their members over their joint dependents while working in accordance with the Articles of Association.
Performance assessment Criteria for BOC - 56
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 - 57
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 works or possess the authority and responsibility for planning, directing, controlling, or supervising the activities of the Company within the last 6 months,
- Does not hold shares in the Company,
- Does not have an affiliation to the Company,
- Does not have a business relationship relating to the business activities of the Company directly or indirectly.
The appointment of I Nyoman Mastra as the Company’s Independent Commissioner was in accordance with the criteria set above. His experience in port operations, ships and sea transportation matches the requirements of Company’s business activities in logistics and ports.
Statement on the Independence of The Independent Commissioner - 58
I Nyoman Mastra was appointed as the Company’s Independent Commissioner in accordance with his capabilities and background. His experience meets the qualifications set in Regulation No IX.I.5 on Formation and Implementation Guidelines for Audit Committee, 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.