Board of Commissioners

BOARD OF COMMISSIONERS
The term of office for the Board of Commissioners is 5 (five) years from the appointment made during the most recent General Meeting of Shareholders (GMS).
The Board of Commissioners is responsible for overseeing the policies of the management, the general management of the company and its business, and providing advice to the Board of Directors throughout the year.
In addition to its supervisory role, the Board of Commissioners also has the responsibility to provide recommendations and views regarding the plans or decisions made for the company.
In general, the Board of Commissioners serves as a balancing organ to ensure that the company's business activities align with the company's Articles of Association and the established standards.
There was no remuneration for the Board of Commissioners for the year ending December 31, 2021.

Duties of the Board of Commissioners:

  • Prepare minutes of the Board of Commissioners' meetings and keep copies of the meetings.

  • Report to the company regarding share ownership and/or the ownership of family members in the company or other companies.

  • Provide a report on the supervisory duties carried out.

  • Supervise the directors.

Current Composition of the Board of Commissioners:

  1. President Commissioner (Muhammad Rocky)

  2. Independent Commissioner (Bambang Widodo)

  3. Commissioner (M. Khairnadhif Kasyfillah)

BOARD OF DIRECTORS
The term of office for the Board of Directors is 5 (five) years from the appointment made during the most recent General Meeting of Shareholders (GMS).
The Board of Directors is responsible for managing and overseeing the interests of the company in line with its objectives as set forth in the company's Articles of Association.
The Board of Directors is also responsible for preparing an annual work plan that includes the company's annual budget, which must be submitted to the Board of Commissioners for approval before the upcoming fiscal year begins. The Board of Directors also determines the company's organizational structure and work procedures.
The Board of Directors has implemented risk management and corporate governance principles in all aspects of the company's operations at all levels of the organization to support the effective execution of its duties and responsibilities.
There was no remuneration for the Board of Directors for the year ending December 31, 2021. The Board of Directors and the Board of Commissioners have never conducted internal meetings separately or jointly between the Board of Directors and the Board of Commissioners.

Current Composition of the Board of Directors:

  1. President Director (Harry M. Nadir)

  2. Director (Wawan Sulistyawan)

  3. Director (M. Arief Pahlevi Pangerang)

  4. Director (Bambang Laksanawan)

SCOPE OF WORK OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
The work guidelines for the Board of Commissioners are created to provide guidance for the members of the Board of Commissioners and the Board of Directors in managing and operating the company, ensuring compliance with the Articles of Association, the company's code of ethics, and applicable laws and regulations.
The duties and responsibilities of the Board of Commissioners are as follows:

  1. The Board of Commissioners must perform its duties and responsibilities in good faith and with caution when supervising the management's policies and overseeing the general management of the company and its business, as well as advising the Board of Directors.

  2. To support the effectiveness of its duties and responsibilities, the Board of Commissioners must form an Audit Committee and may form other committees, and must evaluate the performance of the committees that assist in fulfilling its duties and responsibilities at the end of each fiscal year.

Duties of the Board of Commissioners:

  1. If all members of the Board of Directors are temporarily dismissed or if for any reason the company has no Board of Directors, the Board of Commissioners is required to manage the company temporarily. In such cases, the Board of Commissioners has the authority to grant temporary power to one or more members of the Board of Commissioners at the Board's responsibility.

  2. In the event there is only one member of the Board of Commissioners, all duties and authorities granted to the President Commissioner or any member of the Board of Commissioners as stated in these Articles of Association shall apply to that individual.

Duties and responsibilities of the Board of Directors:
The Board of Directors is responsible for leading and managing the company’s business activities with policies that are deemed appropriate and in line with the company's objectives set forth in the Articles of Association.

Duties of the Board of Directors:

  1. Together with the Board of Commissioners, prepare guidelines that are binding for all members of the Board of Directors and the Board of Commissioners in accordance with applicable laws and regulations.

  2. Together with the Board of Commissioners, develop a code of ethics that applies to all members of the Board of Directors, members of the Board of Commissioners, employees, and supporting organs of the company, in accordance with applicable laws and regulations.

  3. Each member of the Board of Directors must act in good faith, with full responsibility and caution when performing their duties, adhering to applicable laws and the company’s Articles of Association.

Corporate Secretary Function:

  • Monitor developments in the capital market, particularly in terms of applicable capital market laws and regulations.

  • Provide input to the Board of Directors and the Board of Commissioners of the Issuer or Public Company to comply with the relevant regulations in the capital market.

  • Assist the Board of Directors and the Board of Commissioners in implementing corporate governance, which includes:
    • Transparency of information to the public, including the availability of information on the Issuer’s or Public Company’s website.
    • Timely submission of reports to the Financial Services Authority (OJK).
    • Organizing and documenting the General Meeting of Shareholders.
    • Organizing and documenting the meetings of the Board of Directors and/or the Board of Commissioners.
    • Conducting orientation programs for the Board of Directors and/or the Board of Commissioners.

  • Act as a liaison between the Issuer or Public Company, shareholders, the Financial Services Authority (OJK), and other stakeholders.

Internal Audit Unit's Duties and Responsibilities:

  • The Internal Audit Unit provides assurance services and independent consulting services aimed at improving the value and operational effectiveness of the company by evaluating and enhancing the effectiveness of risk management, control, and corporate governance processes.

  • Prepare and implement the annual internal audit work program.

  • Test, evaluate, and report the implementation of internal audits and the risk management system in line with the company’s policies.

  • Conduct evaluations on the efficiency and effectiveness in areas such as finance, recording, operations, staffing, taxation, etc.

  • Provide recommendations for improvements and objective information about the activities audited at all management levels.

  • Collaborate with the Audit Committee in overseeing activities.

  • Monitor, analyze, and report on the implementation of corrective actions.

  • Develop programs to evaluate the quality of the internal audit activities performed.

  • Conduct special audits as mandated by the Board of Directors with the approval of the Board of Commissioners for specific departments or work units.

  • Provide consultation services upon management’s request to achieve the company’s objectives without assuming management responsibility.

  • Report audit results and submit reports to the President Director and the Board of Commissioners via the Audit Committee.

Internal Audit Unit's Authority:

  • Determine audit activities in all areas, operational activities, and company businesses.

  • Access all relevant information about the company in relation to its duties and responsibilities. Any significant disputes regarding access will be reported to the President Director for resolution.

  • Communicate directly with the Directors, Commissioners, and/or Audit Committee.

  • Hold regular and ad-hoc meetings with the Board of Directors, the Board of Commissioners, and/or the Audit Committee.

  • Obtain support from all staff and management to provide necessary information and explanations for conducting its tasks.

  • Coordinate its activities with the External Auditors.

Current Composition of the Internal Audit Unit:

  1. Bimantoro SB

Current Corporate Secretary:

  1. Ilhamd Fithriansyah