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Guideline for directors and boards of commissioner

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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