Roles and Responsibilities of BOD - 59
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:
- Directors have full responsibility for carrying out their duties in accordance with Article 92 of the Company Law.
- In carrying arrangement referred to in paragraph 1 of Directors shall carry out their duties in good faith and with full responsibility in accordance with Article 97 of the Company Law and with due regard to other legislation.
- The Board of Directors is entitled to represent the Company in and outside the court on all matters and in any event, binding the Company with the other party and the other party to the Company, as well as execute all actions, both concerning the management and ownership, but with the restriction that for:
a. Getting the goods are not moving at above market prices Rp20,000,000,000 (twenty billion Rupiah) or its equivalent in other currencies;
b. Removing the goods are not moving owned by the Company that it is above Rp10,000,000,000 (ten billion Rupiah) both market value and book value or its
c. Raise Funds on behalf of the Company;
d. Underwrite or pledge the Company’s assets with regard to the provisions of verse 4 below;
e. Bind the Company as guarantor (borg/avalist);
f. Establish subsidiaries;
g. Invests in a company or establishing new a company;
h. Form agreements on behalf of the Company for the period of more than 1 year and worth over 5% of the total value of the Company’s revenues.
- Shall request the approval of Board of Commisioner of the company
- The Board of Directors shall request the approval of General Meeting of Shareholders to divert the Company’s assets or pledge more than 50% of the Company’s net assets for loan in 1 or more transactions, whether related to each other or not, in accordance with the provisions of Article 102 of the Corporation Law.
- To file legal action in the form of a transaction that involves a conflict of interest between the personal economic interests of members of the Board of Directors, Board of Commissioners or majority shareholders with the economic interests of the Company, the Board of Directors require the approval of the General Meeting of Shareholders by the affirmative vote of shareholders who do not have a conflict of interest as defined in Article 12 verse 8.
- In the event that the Company has conflict of interest with a member of the Board of Directors, the Company will be represented by other member of the Board of Directors and in the event that the Company has conflict of interests with all members of the Board of Directors, then in this case the Company shall be represented by the Board of Commissioners, without prejudice to the provisions of verse 5 of this Article.
- a).President Director is entitled and authorized to act for and on behalf of the Board of Directors and to represent the Company.
b).In the event that President Director is absent or unavailable due to any cause, which does not require proof to a third party, then the Board of Directors will be represented by one Director designated in writing by the President Director and in case the President Director does not make the appointment, the Board of Directors will be represented by 2 Directors, which is authorized to act for and on behalf of the Board of Directors and represent the Company.
- Notwithstanding the responsibility for certain acts Board of Directors also reserves the right to appoint one or more persons as representatives or proxies to the conditions set by the Board of Directors in a special power of attorney, in which such authority must be exercised in accordance with the Articles of Association.
- Any action of the members of the Board of Directors which is contrary to the Articles of Association is not valid.
- Division of tasks and responsibilities of each member of the Board of Directors is determined by General Meeting of Shareholders. In the event General Meeting of Shareholders does not define the terms, then it shall be determined based on the Director’s decision, pursuant to Article 92 verse 6 of Corporation Law.
Performance Criteria for BOD - 60
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.