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 based on 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 a Company organ that holds the highest power in the company that represents the interests of shareholders and has authority that is not given to the Board of Directors or the Board of Commissioners, within the limits specified in the law or the articles of association.
The powers of the GMS include, among others, appointing and dismissing members of the Board of Commissioners and the Board of Directors, evaluating the performance of the Board of Commissioners and the Board of Directors, approving amendments to the Articles of Association, approving the annual report and determining the amount of remuneration for members of the Board of Commissioners and Board of Directors as well as making decisions regarding corporate actions or other strategic decisions proposed by the Board of Directors. GMS consists of:
- Annual GMS, which must be held 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 taken at the GMS are based on the interests of the Company.
Board of Commissioners
The Board of Commissioners is the Company’s organ that is responsible for supervising the policies and management of the Company carried out by the Board of Directors, and providing advice to the Board of 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 actions 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 company organ that is fully responsible for the management of the Company in accordance with the articles of association in order to achieve the Company’s vision and mission as outlined in the RJPP and RKAP. Members of the Board of Directors are appointed and dismissed by the GMS. The accountability 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 duties of the Board of Directors in carrying out the management of the Company, the Board of Directors appoints a Corporate Secretary and establishes an Internal Control Unit (SPI) which is directly responsible to the President Director.