Board of Directors
As specified in the Articles of Association, the Board of Directors is responsible for the overall management of the business in the best interests of its shareholders and stakeholders and coordinating the Company’s activities so as to ensure the achievement of its strategic objectives. With regard to the day-to-day management of the Company, decision making and strategic execution, the Board of Directors is supported by the Board of Management. The Board of Directors has the authority to represent the Company in public, including in a court of law.
The appointment, composition, roles, responsibilities and processes of the Company’s Board of Directors comply with the provisions of OJK Regulation No. 33/ POJK.04/2014, dated December 8, 2014, regarding the Boards of Directors and Boards of Commissioners of Public Companies.
Duties and Responsibilities
As specified in the Guideline and Standard Operating Procedure of the Board of Directors (the ‘BoD Charter’) dated 7 December 2015, the duties and responsibilities of the Board of Directors include the following:
1. Performing duties and responsibilities with regard to the Company’s management in good faith, and with full responsibility and prudence in accordance with aims and purposes of the Company as stipulated in the Articles of Association.
2. Holding the Annual GMS and other GMS as set out in the laws and regulations and the Articles of Association of the Company.
3. Preparing and maintaining the list of shareholders, special list, minutes of the GMS and minutes of meetings of the Board of Directors.
4. Preparing and maintaining the Company’s annual reports and other financial documents.
5. In order to support the effective execution of its duties and responsibilities, the Board of Directors may establish committees and is required to evaluate the performance of said committees (if established) at the end of each fiscal year.
The authorities of the Board of Directors include:
1. Managing the Company in accordance with policies considered appropriate, in accordance with aims and purposes stipulated in the Articles of Association of the Company.
2. Representing the Company inside and outside the court, unless:
3. there is a litigation between the Company and relevant members of the Board of Directors; and
4. the relevant Board of Directors members has a conflict of interest with the Company.
5. The Board of Directors is not authorized to file for bankruptcy of the Company to a District Court prior to obtaining GMS approval.
The Company’s Articles of Association state that the following actions require the written approval of the Board of Commissioners:
1. Borrowing or lending certain amounts of monies on behalf of the Company, which amount will be determined by a meeting of the Board of Commissioners from time to time (excluding the debit of certain amounts of monies from the existing credit facilities and in the ordinary course of the Company’s business activities);
2. Purchasing/selling or receiving/releasing immovable assets owned by the Company, except for the purpose of the Company’s business activities;
3. Encumbering or pledging immovable assets owned by the Company;
4. Investing or divesting capital in other companies; and
5. Assigning, releasing rights in respect of, or pledging up to 50% of the Company’s assets in one financial year in a transaction or a series of transactions.
Board of Directors’ Meetings
As stated in OJK Regulation No. 33/POJK.04/2014 and the BoD Charter, the Board of Directors must meet at least once every month to discuss matters that require their immediate attention and to agree on appropriate solutions. Additional meetings may be convened if deemed necessary. The Corporate Secretary, acting on behalf of the Chairman of the Board of Directors, sent the Board meeting schedules for 2019 and 2020 to the members on 24 October 2018 and 23 October 2019, respectively.
BoD meetings are chaired by the President Director. Binding decisions may only be taken at the meeting if it fulfils the provisions for a quorum, i.e. more than 50% of the members of the Board of Directors are present. A quorum was reached in all the BoD meetings in 2019.
The Board of Directors is also required to hold joint meetings with the Board of Commissioners at least once every four months. The schedule and agendas of the Joint Meetings in 2019 are shown on table below.
The Board of Directors held 12 meetings in 2019.