Roles and Responsibilities of BOD
In general, the Board of Directors role is to manage the operations of the company with the orientation of the company's best interests. The scope of work and responsibilities of the Board of Directors are as follows:
- The Board of Directors is in charge of the running of the Company and is responsible for the management systems in accordance with the goals and objectives of the Company that are set forth in the Articles of Association. Each member of the Board of Directors shall perform their duties and responsibilities in good faith, with responsibility and prudence.
- In performing its management duties and responsibilities, the Board of Directors shall organize annual GMS and other GMS as stipulated in the articles of association and regulations.
- The Board of Directors has the right to represent the Company inside and outside the court regarding all matters and in any event, to bind the Company with another party and the other parties to the Company, and to execute all other management decisions, with the following restrictions:
a) Acquire fixed assets with a market price above Rp20,000,000,000 (twenty billion Rupiah) or its equivalent in other currencies
b) Sell the Company’s assets with a market value or book value above Rp10,000,000,000 (ten billion Rupiah) or its equivalent in other currencies
c) Borrow money on behalf of the Company
d) Underwrite or pledge Company assets
e) Bind the Company as guarantor (borg/avalist)
f) Establish subsidiaries
g) Invest in other company or legal entity or establish a new company
h) Form agreements on behalf of the Company for a term of more than 1 (one) year and worth more than 5% (five percent) of the total value of the Company’s revenue
i) The Board of Directors must obtain approval from the Board of Commissioners.
- The Board of Directors shall submit a work plan that includes the Company’s annual budget to the Board of Commissioners for approval, before the fiscal year begins.
- The Board of Directors shall request approval to transfer Company assets or secure Company’s assets to the GMS, if the amount is more than 50% (fifty percent) of total net Company assets, in 1 (one) or more transactions, whether in relation to one another or not.
- The Board of Directors shall announce in two (2) daily newspapers, published or circulated in the domicile or place of business of the Company, decisions taken related to mergers, consolidations, acquisitions or dissolution of the Company no later than 14 (fourteen) days prior to the GMS summons.
- The President Director is entitled and authorized to act for and on behalf of the Board of Directors and represent the Company.
- In the event that the President Director is absent or unavailable due to any cause, which does not require proof from a third party, then the Board of Directors will be represented by one director designated in writing by the President Director themselves. In case the President Director does not make such appointment, the Board of Directors will be represented by two (2) directors, who are authorized to act for and on behalf of the Board of Directors and represent the Company.
- Notwithstanding the responsibility for certain acts, the Board of Directors also reserves the right to appoint one or more persons as representatives or proxies under conditions set by the Board of Directors as a special power of attorney, such authority must be executed in accordance with the articles of association.
- In the event a member of the Board of Directors has a conflict of interest with the Company, those entitled to represent the Company are:
a) Other board members who do not have a conflict of interest with the Company;
b) The Board of Commissioners, if the entire Board of Directors has a conflict of interest with the Company;
c) Other parties appointed by the GMS, if all members of the Board of Directors and the Board of Commissioners have a conflict of interest with the Company
d) The duties and responsibilities of each member of the Board of Directors will be regulated by the board itself and amendments will be made from time to time.
Performance Criteria for BOD
The Criteria of Performance Assessment of the Board of Directors are as follow:
- Implementation of GCG
- Financial and operational performance as well as other performance aspects are important for sustainability
- Comparison between targeted and actual achievements
- Alignment of performance with vision and mission
- Strategy and innovation
- Management achievement in maximizing shareholder value
- Individual performance of Directors
- There are no affiliated relationships among members of the Board of Directors.
- Affiliations between members of the Board of Directors and members of the Boards of Commissioners: President Director Haryanto Adikoesoemo, is the son of Soegiarto Adikoesoemo who serves as the President Commissioner of the Company.
- Affiliations between the members of the Board of Directors and majority shareholders: President Director Haryanto Adikoesoemo, is one of the shareholders and President Director of PT Arthakencana Rayatama, the majority shareholder of the Company. His father, Soegiarto Adikoesemo is President Commissioner and one of shareholders in PT Arthakencana Rayatama.