Good Corporate Governance (Board of Commissioners)

Membership and Position

The Board of Commissioners is the organ of the Company whose duty is to carry out supervision in general and / or specifically in accordance with the articles of association and provide advice to the Board of Directors.
  1. The Board of Commissioners consists of at least 2 (two) members, consisting of 1 (one) President Commissioner, 1 (one) Commissioner or more
    The members of the Board of Commissioners can be appointed :
    1. 1 (one) person or more as a Commissioner
    2. 1 (one) Commissioner of the Envoy
    The number of independent Commissioners must be at least 30% (thirty percent) of the total members of the Board of Commissioners, taking into account the applicable regulations in the capital market sector.
  2. The Commissioner of the Envoy is a member of the Board of Commissioners who is appointed based on the decision of the Board of Commissioners' Meeting. The members of the Board of Commissioners are appointed and dismissed by the General Meeting of Shareholders, the appointment is effective from the date specified in the General Meeting of Shareholders, where he (they) are appointed and ends at the closing of the 3rd (third) Annual General Meeting of Shareholders after the date the appointment (of them) with regard to the provisions of article 110, article 111 and article 120 of the Law concerning Limited Liability Companies.
  3. Members of the Board of Commissioners whose term of office has expired can be reappointed, taking into account the provisions in this article.
  4. Members of the Board of Commissioners may be terminated at any time before their term of office ends with due observance to the provisions of Article 119 of the Law concerning Limited Liability Companies and provisions in the field of capital markets, because :
    1. Violating this constitution or
    2. Take actions that harm the Company or the Company's good name or
    3. Other important reasons.
  5. The General Meeting of Shareholders may appoint another person to fill the position of a member of the Board of Commissioners whose term of office expires due to the reasons referred to in paragraph (8) of this article or to fill in the vacant positions of members of the Board of Commissioners for other reasons. The term of office of a person appointed to replace a member of the Board of Commissioners is vacant is the remaining term of office of the member of the Board of Commissioners he replaces.
  6. A member of the Board of Commissioners may resign from his position by informing the Board of Directors and / or Board of Commissioners in advance of his intention at least 30 (thirty) days in advance and the resignation shall be valid with the expiration of said quorum and the member of the Board of Commissioners quit his position with a regulation on the rules and regulations of the capital market sector. The members of the Board of Commissioners who resigned as mentioned above will still be held for their responsibilities as members of the Board of Commissioners since the appointment until the date of resignation.
  7. The term of office of the members of the Board of Commissioners will expire automatically, if the member of the Board of Commissioners :
    1. Declared bankruptcy or placed under forgiveness based on a court decision; or
    2. Prohibited from serving as a member of the Board of Commissioners because of the provisions of a law or statutory provisions, or
    3. Died, or
    4. Dismissed because of the GMS decision, or
    5. Resign as stipulated in this article.
  8. Salary or honorarium and other benefits from members of the Board of Commissioners are determined by the GMS.
  9. When the position of a member of the Board of Commissioners is vacant so that the number of Board of Commissioners members is less than 2 (two) as referred to in paragraph 2 of this article, the General Meeting of Shareholders must be held by the Board of Directors preceded by the summon of the Shareholders within a maximum period of 180 (fiber for thirty) days after the vacancy occurs taking into account paragraphs (13), (14) and (15) of this article.
  10. If the position of the President Commissioner is vacant and as long as the successor has not been appointed or has not held his position, one of the Board of Commissioners appointed by the Board of Commissioners Meeting will exercise the authority of the President Commissioner and has the same authority and responsibility as the President Commissioner.
  11. The Company is obliged to hold a Shareholders General Meeting to decide the application for resignation of a member of the Board of Commissioners within a period of no later than 60 (sixty) days after receipt of a letter of resignation.
  12. In the event that the Company does not hold a General Meeting of Shareholders within the period referred to in paragraph (13) of this article, with the expiration of this period, the resignation of members of the Board of Commissioners shall be valid without the approval of the General Meeting of Shareholders.
  13. In the event that a member of the Board of Commissioners resigns so that 2 (two) people, then the resignation becomes valid if it has been determined by the General Meeting of Shareholders and has been appointed a new member of the Board of Commissioners so as to meet the minimum requirements regarding the number of members of the Board of Commissioners.
  14. Members of the Board of Commissioners can hold concurrent positions as :
    1. Most members of the Board of Directors in 2 (two) other public companies
    2. Members of the Board of Commissioners no more than 2 (two) other public companies
    In the event that a member of the Board of Commissioners does not concurrently serve as a member of the Board of Directors, then the member of the Board of Commissioners concerned may concurrently serve as a member of the Board of Commissioners at the most 4 (four) other public companies.
  15. Members of the Board of Commissioners can rank as members of a committee of at most 5 (five) committees in the Company and in other public companies, wherein the person concerned serves as a member of the Board of Directors or members of the Board of Commissioners, insofar as it does not conflict with legislations.
  16. An Independent Commissioner who can hold office for 2 (two) consecutive periods of term of office can be appointed again during the next period as long as the Independent Commissioner declares himself to be independent at the General Meeting of Shareholders.
The statement of independence of the Independent Commissioner must be disclosed annually. In the event that the Independent Commissioner serves the Audit Committee, the independent Commissioner concerned can only be re-appointed to the position of the Audit Committee for the next 1 (one) term of office of the Audit Committee.