Good Corporate Governance (Board of Directors)

Membership and Position

The Board of Directors is an authorized organ of the Company and is fully responsible for managing the Company for the benefit of the Company, in accordance with the purposes and objectives of the Company and representing the Company, both inside and outside the court in accordance with the provisions of the Articles of Association.
  1. The Board of Directors consists of at least 3 (three) members, which consists of:
    1. 1 (one) President Director and
    2. 2 (two) other Directors or more
    (including non-affiliated directors) with due observance of applicable regulations in the capital market sector. The members of the Board of Directors 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 they are appointed and expire at the closing of the 3rd (three) Annual General Meeting of Shareholders after their appointment date taking into account the provisions of article 93 and article 94 of the Law concerning Limited Liability Companies.
  2. Members of the Board of Directors whose term of office has expired can be reappointed, taking into account the provisions of point 1 above.
  3. Members of the Board of Directors may be terminated at any time before their term of office ends with due observance to the provisions of Article 105 of the Law concerning Limited Liability Companies, because :
    1. Violating this constitution or
    2. Take actions that harm the Company or the Company's good name or
    3. Other important reasons.
  4. A member of the Board of Directors may resign from his position by notifying in advance of the Board of Directors and / or Board of Commissioners of the Company regarding the intention, at least 30 (thirty) days in advance and the resignation shall be valid for such period and the relevant member of the Board of Directors stops from his position by observing the laws and regulations in the field of capital markets. The members of the Board of Directors who resigned as mentioned above are still held accountable as members of the Board of Directors from the appointment until the date of resignation.
  5. The General Meeting of Shareholders can appoint another person to fill the position of a member of the Board of Directors who has been dismissed from his position or resign or the reasons referred to in paragraph (7) of this article, to fill the position of a member of the Board of Directors for other reasons. The term of office of a person appointed to replace a member of the Board of Directors who ends or is empty as mentioned above is for the remaining term of office of the Director being replaced.
  6. The term of office of members of the Board of Directors automatically ends, if the member of the Board of Directors:
    1. Declared bankrupt or placed under custody based on a court decision
    2. Not to fulfil the requirements of the statutory provisions or
    3. Death
    4. Dismissed because of the decision of the General Meeting of Shareholders or
    5. Resign as stipulated in point 4 above.
  7. When the position of a member of the Board of Directors is empty because of any reason that the Board of Directors is less than 3 (three) people, no later than 180 (one hundred and eighty) days after the vacancy, a General Meeting of Shareholders must be held with the prior call of the General Meeting of Shareholders to fill the vacancy.
  8. If the position of President Director is vacant and as long as the successor has not been appointed or has not held office, one of the Directors appointed by the Board of Directors Meeting will carry out the obligations of the President Director and have the same authority and responsibility as the President Director. In the event that all members of the Board of Directors are vacant, then the provision applies that the entire Board of Commissioners has the right to authorize one or more members of the Board of Commissioners to temporarily manage the Company and act on behalf of and represent the Company. The Company must hold a General Meeting of Shareholders to decide on the application for resignation of a member of the Board of Directors within a period of no later than 60 (sixty) days after receipt of a letter of resignation.
  9. In the event that the Company does not hold a General Meeting of Shareholders within the period referred to in the above provisions, with the lapse of that period, the resignation of members of the Board of Directors becomes valid without the approval of the General Meeting of Shareholders.
  10. In the event that a member of the Board of Directors resigns so that the number of members of the Board of Directors becomes less than 3 (three), then the resignation becomes valid if it is determined by the General Meeting of Shareholders and has been appointed a new member of the Board of Directors to meet the minimum requirements regarding the number of Directors.
  11. Members of the Board of Directors can concurrently hold positions as:
    1. Most members of the Board of Directors in 1 (one) other public company
    2. Members of the Board of Commissioners at most in 3 (three) other public companies and / or
    3. Committee members have a maximum of 5 (five) committees in other public companies where they also serve as members of the Board of Directors or members of the Board of Commissioners.
    Holding several positions can be done as long as it does not conflict with other laws and regulations.
  12. In the event of resignation or dismissal of members of the Board of Directors, information disclosure must be made to the public and submitted to OJK no later than 2 (two) working days after receipt of the application for resignation and the results of the holding of the General Meeting of Shareholders.

Terms of the Board of Directors

The requirements to become a member of the Board of Directors and during their tenure are as follows:
  1. Have good character, morals and integrity
  2. Capable of carrying out legal actions
  3. Within 5 (five) years before the appointment and during office :
    1. Never declared bankrupt
    2. Never been a member of the Board of Directors and / or Board of Commissioners who was found guilty of causing a company to go bankrupt.
    3. Have never been convicted of committing a criminal offense that is detrimental to finance and / or related to the financial sector.
    4. Has never been a member of the Board of Directors and / or Board of Commissioners who had not held an Annual General Meeting of Shareholders during his tenure, his responsibilities as a member of the Board of Directors and / or Board of Commissioners at the General Meeting of Shareholders and had caused the company to obtain permission, approval or registration from the OJK obligation to submit annual reports and / or financial reports to OJK.
    5. Have a commitment to comply with laws and regulations, and
    6. Have knowledge and / or expertise in the fields needed by the Company.