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1.1. Preface
This guideline describes the concern
related to Board of Directors and Board of Commissioner in a Corporate,
including: duties, authority, accountability, assignment, performance assessment, and
remuneration system.
This guideline is functioned:
1. As guideline for the Corporate Board of
Directors in performing professional, transparent, and responsible company
management with regard to the Corporate, shareholders’, and other corresponding
parties’ interest.
2. As guideline for Corporate Board of Commissioner
in conducting effective supervision and Corporate management performed by Board
of Directors.
1.2. Board of Directors
1.
Introduction
Board of Directors refer to Corporate organ
assigned with collegial duties and responsibilities in managing the Corporate. Therefore, each
member of Board of Directors shall be able to perform their duties and make
decision in accordance with the given duties and authority; however, the
enforcement of duties by each member of Board of Directors remains to be shared
responsibility. The position of each member of Board of Directors including President Board
of Directors is equal. The duty of President Board of Directors is
coordinating Board of Directors' activity.
2.
Board of Directors’ Duties, Authority, and
Responsibilty
2.1. Duties
The duties of Board of Directors are, with good faith and full
responsibility, lead and manage the Company in the effort of achieving the Corporate
purposes and objectives, among others:
1. Managing the Corporate as per authority
and responsibility as stipulated in Articles of Association, the prevailing
laws and regulations and the principles of Good Corporate Governance (GCG);
2. Formulating vision, mission, and values as
well as Corporate strategic plan conceptualized in form of corporat plan, and
business plan;
3. Organizing Board of Directors Meeting in
periodic basis and in sufficient allocated time;
4. Determining Corporate organizational
structure complete with detail of duty assigned to each division and business
unit;
5. Controlling the resources owned by the
company in effective and efficient manner;
6. Holding and keeping the List of
Shareholders and List of Share Ownership of the member of Board of Directors
and Board of Commissioner along with their family (wife/husband and children)
in the Corporate and other Corporates (Special List).
7. Establishing Corporate internal control
and risk management system;
8. Concerned about the proper interest of
stakeholders.
2.2. Authority
The Board of Directors reserve power of attorney to conduct the followings:
1. Representing and binding the Corporate with
other parties as well as conducting any management and ownership action;
2. Appointing a person or more to act as
representative or the authorized by transferring power of attorney for certain
action;
3. Organizing Corporate human resources
including employees recruitment and termination, determining the amount of
salary, pension or old age insurance and other income for the employees under
the prevailing laws and regulations and/or the decision of General Meeting of
Stakeholders
2.3. Responsibility
1. Preparing corporate management
responsibility in form of annual report which contains among others financial
statement, activity report, and GCG implementation report;
2. The annual report shall be subject to the
approval of General Meeting of Stakeholders; while the financial report shall
first be validated by General Meeting of Stakeholders.
3. The Board of Directors’ responsibility to
General Meeting of Stakeholders is the result of realization of Corporate
management accountability in frame of implementing GCG principles.
3.
Nomination of Board of Directors
3.1. Composition of Board of Directors
The composition of Corporate Board of Directors shall be arranged as such
that allows the Board of Directors to effectively, accurately, and quickly make
decision and be capable of performing independently, by avoiding to have any
interest which may interfere their ability to independently and critically
perform their duties.
3.2. Selection Criteria
3.2.1.
Board
of Directors’ Criteria
Every candidate of member of Corporate Board of Directors shall comply with
the following criteria:
a. Having competence which can support the Corporate
business now and in the future.
b. Having professional and ethical employment
attitude to improve the Corporate value on the shareholders and stakeholders.
c. Having high motivation in team work in
producing amazing performance (strive for excellence).
3.2.2.
Other
criteria
Every candidate of member of Corporate Board of Directors shall also comply
with the following criteria:
a. Never declared guilty in criminal act
under court decision which is imposed with minimum 1-year imprisonment, and
other requirement as stipulated in the prevailing laws and regulations.
b. Not taking the position as member of Board
of Commissioners, Board of Directors
or executive in a company outside the Corporate group.
3.3. Nomination Procedure
a. The candidates of member of Board of Directors
are prioritized for those from internal corporate:
b. The candidates of members of Board of Directors
shall be proposed by Board of Directors to the Nomination Committee.
c. In addition to internal candidates, the Nomination
Committee may also select the candidates of members of Directros from external Corporate;
d. The Nomination Committee shall provide
recommendation on the candidates of member of Board of Directors to the Board
of Commissioners to be
delivered to General Meeting of Stakeholders.
3.4. Re-Nomination
The members of Corporate Board of Directors whose term of office has ended
may be re-nominated in accordance with General Meeting of Stakeholders’
decision.
4.
Performance Assessment on Board of Directors
The assessment on Corporate Board of Directors’
performance is essentially made by Nomination Committee, including:
a.
Performance Planning
Performance Planning refers to preliminary activity of
performance management which includes Policy Development, i.e., transformation
of corporate vision and mission as well as Corporate annual strategic plan as
specified in Corporate Letter Attachment (CLA).
Key Performance Indicators (KPI) of every member of Corporate Board
of Directors serve as elaboration of Corporate Letter Attachment (CLA).
b.
Performance Review
Performance review refers to reviewing the performance of
every member of Corporate Board of Directors which is periodically conducted,
including coaching, counseling, and controlling in order to discover the
achievement, problems as well as deviation against the plan.
c.
Performance Evaluation
Performance Evaluation refer to the process of evaluating the
performance of the member of Corporate Board of Directors which is based on
“Process, Result/Value Creation and People Management and conducted
periodically at least once in 6 (six) months. The result of aforesaid performance
evaluation shall be used as the basis for the Corporate in providing Rewards or
Penalty to the member of Corporate Board of Directors.
5.
Remuneration of Board of Directors
The Corporate
Remuneration Committee shall provide recommendation to the Board of
Commissioners concerning the
remuneration for the Board of Directors to be delivered to General Meeting of
Stakeholders (GMS).
The formulation of remuneration system is
based on the following principles:
1. In concordance with the prevailing laws
and regulations regarding taxation and labor.
2. Openness, internal balance and competitive
with other companies outside the Corporate.
3. The Corporate will distribute different
remuneration for the members of Corporate Board of Directors with best
performance.
4. The remuneration is determined baed on the
principle "pay for performance, in which the Corporate will reward the
members of Board of Directors in accordance with their contribution to the
Corporate.
1.3. Board of Commissioners
1.
Introduction
The Corporate Board of Commissioners has joint or collective duty and responsibility
in monitoring the Board of Directors’ duties and responsibilities and providing
suggestion to Board of Directors and making sure the Corporate has conducted
GCG principles.
The position of each member of Board of
Commissioners, including the
President of Comissioner is equal. The President of Board of Commissioners’ duty is coordinating the Board of
Commissioners’ activities.
2.
Board of Commissioners’ Duties, Authorities, and Responsibilities
2.1. Duties
The Corporate Board of Commissioners is assigned to supervise and give advice to the Board of Directors and to
perform, with good faith and responsibility, on behalf of the Corporate:
a. Conducting supervision on Board of Directors'
policy in applying the Corporate management, whose functions include prevention,
improvement, and temporary termination for the members of Board of Directors;
b. Performing control on the corporate
business risk and management effort in performing internal control;
c. Performing control and implementation of
GCG in corporate business activities;
d. Providing advice to the Board of Directors
in term of Board of Directors’ duties and responsibilities;
e. Providing response and recommendation over
the Corporate strategic development proposal and plan as proposed by the Board
of Directors;
f.
Making
sure that the Board of Directors have pay close attention to stakeholders’
interest.
In performing
their duties, the Corporate Board of Commissioners may not involve in operational decision making
process. The decision made by the Board of Commissioners concerning the issue as stipulated
in the Articles of Association and laws and regulations shall be performed
according to their function as supervisor; thus the decision related to
operational activities stays to be the responsibility of Board of Directors.
2.2. Authorities
The Corporate Board of Commissioners has the following authorities:
a. Auditing records and other documents as
well as properties owned by the Corporate;
b. Requesting and receiving any information
in connection with the Corporate from the Board of Directors;
c. Temporarily terminating the members of Board
of Directors if they act in contrast with the Articles of Association and/or
the prevailing laws and regulations;
d. Establishing committees of Board of
Commissioners such as
committee of audit, nomination, remuneration, and/or other committees.
2.3. Responsibilities
The Corporate Board of Commissioners in its function as supervisor, shall submit report regaring supervising
responsibility in Corporate management by the Board of Directors. The report on Board
of Commissioners supervision
shall be delivered to GMS to obtain approval.
The Board of Commissioners’ responsibility to GMS is the result of realization of supervision
accountability over the Corporate management in frame of implementing GCG
principles.
3.
Nomination of Board of Commissioners
3.1. Composition
The composition of Corporate Board of Commissioners shall be arranged as such that allows the the Board
of Commissioners to
effectively, accurately, and quickly make decision and be capable of performing
independently, by avoiding to have any interest which may interfere their
ability to independently and critically perform their duties.
3.2. Selection Criteria
3.2.1.
Criteria
for Board of Commissioners
Every candidate of member of Corporate Board of Commissioners shall comply with the following criteria:
a. Having competence which can support the Corporate
business now and in the future.
b. Having professional and ethical employment
attitude to improve the Corporate value on the shareholders and stakeholders.
c. Having high motivation in team work in
producing amazing performance (strive for
excellence).
3.2.2.
Other
criteria
Every candicate of member of Corporate Board of Commissioners shall never be declared guilty in
criminal act under court decision which is imposed with minimum 1-year
imprisonment, and other requirement as stipulated in the prevailing laws and
regulations.
3.3. Nomination Procedure
a. The candidate of member of Board of
Commissioners from either
internal or external corporate shall be proposed by the Board of Directors to
the Nomination Committee.
b. In addition to internal candidate as
proposed by the Board of Directors, the Nomination Committee may also select
the candidate of member of Board of Commissioners from external company;
c. The Nomination Committee shall provide recommendation
regarding the candidates of member of Board of Commissioners to Board of Commissioners to be delivered to GMS.
3.4. Re-Nomination
The members of Corporate Board of Commissioners whose term of office has ended may be
re-nominated in accordance with GMS’s decision.
4.
Performance Assessment on Board of
Commissioners
The assessment on Corporate Board of
Commissioners’ performance
shall essentially be made by the Nomination Committee in periodic basis.
5.
Remuneration of Board of Commissioners
The remuneration of Corporate Board of
Commissioners shall be
determined by GMS.
The Remuneration Committee shall provide
recommendation to the Board of Commissioners concerning the remuneration for the Boad of Board
of Commissioners to be
delivered to General Meeting of Stakeholders (GMS).
The formulation of remuneration system for
the Corporate Board of Commissioner shall be based on the following principles:
1. In concordance with the prevailing laws
and regulations regarding taxation and labor.
2. Openness, internal balance and competitive
with other companies outside the Corporate.
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