Corporate Governance Structure
The main organs of the Company, which consist of the GMS, the Board of Commissioners and the Board of Directors, have an important role in the effective implementation of GCG. Company organs must carry out their functions in accordance with applicable regulations on the basis of the principle that each organ has transparency, accountability, responsibility, independence and fairness in carrying out its duties, functions and responsibilities for the benefit of the Company.
General Meeting of Shareholders
Is the organ of the Company that holds the highest authority in the company representing the interests of shareholders and has authority that is not granted to the Board of Directors or the Board of Commissioners, within the limits specified in the law or the articles of association.
The authority of the GMS includes appointing and dismissing members of the Board of Commissioners and Directors, evaluating the performance of the Board of Commissioners and Directors, approving amendments to the Articles of Association, approving annual reports and determining the amount of remuneration for members of the Board of Commissioners and Directors as well as making decisions regarding corporate actions or other strategic decisions proposed by the Directors. . GMS consists of:
- Annual GMS, which must be held within a period of no later than 6 (six) months after the end of the financial year
- Other GMS, which can be held at any time based on the need for the benefit of the Company.
Decisions made at the GMS are based on the interests of the Company.
Board of Commissioners
The Board of Commissioners is the organ of the Company which is responsible for supervising the policies and management of the Company carried out by the Directors, and providing advice to the Directors for the benefit of the Company. The Board of Commissioners is responsible to the GMS.
The Board of Commissioners has the authority to temporarily suspend members of the Board of Directors by stating the reasons. The Board of Commissioners may also take action to manage the Company under certain conditions for a certain period of time.
In carrying out its duties and responsibilities, the Board of Commissioners is assisted by a supporting committee, namely the Audit Committee which is the company’s supporting organ.
Board of Directors
The Board of Directors is a corporate organ that is fully responsible for managing the Company in accordance with the articles of association in order to achieve the vision and mission of the Company as outlined in the RJPP and RKAP. Members of the Board of Directors are appointed and dismissed by the GMS. The responsibility of the Board of Directors to the GMS is a manifestation of corporate management accountability in the context of implementing GCG principles.
To assist the Board of Directors in carrying out the management of the Company, the Board of Directors appoints a Corporate Secretary and establishes an Internal Oversight Unit (SPI) which reports directly to the Main Director.