Good Corporate Governance
Board of Commissioners
Guidelines of Board of Commissioners
In implementing their tasks, the Board of Commissioners have guidelines regulated in the Company GCG Manual. The Guidelines of the Board of Commissioners are:
- Composition, Assignment, and Termination;
- Requirements;
- Responsibility;
- Tasks;
- Authority; and
- Meeting.
Requirements of Board of Commissioners and Independency of Independent Commissioners
Board of Commissioners consists of Affiliated Board of Commissioners and Independent Board of Commissioners. Affiliated is referred to having business relationship or family relationship with the majority shareholders, other members of Board of Directors and Board of Commissioners and also with the Company. While independent referred to those that is not affiliated. In accordance with the laws and regulation applied in capital markets, the Independent Board of Commissioners are members of the Board of Commissioners from outside the Company, does not own shares either directly or indirectly of the Company, not affiliated with the Company, the Board of Commissioners, Board of Directors or Major Shareholder, and do not have relationship either directly or indirectly with the business of the Company.
Numbers of Independent Board of Commissioners at minimum is 30% of the overall composition of the Board of Commissioners.
In conducting their tasks and responsibilities, the Board of Commissioners acts according to applied guidelines and regulations. The Board of Commissioners, in facing and solving problems, always put aside personal interests and avoid conflict of interests.
Members of the Board of Commissioners must fulfill the following requirements:
- Have good character and morals.
- Be able to implement legal acts.
- Responsibility;
- Never been declared bankruptcy nor become members of the Board of Directors and Commissioners who cause a Company declared bankrupt within 5 (five) years before the assignment.
- Never been sentenced for committing financial crime within 5 (five) years before the assignment.
Responsibility, Tasks and Authority of Board of Commissioners
The Board of Commissioners has the responsibility to supervise management policy, help running the management general, either regarding the Company or the Company business, and to provide advice to the Board of Directors.
The tasks of Board of Commissioners:
- To supervise Company management policy implemented by the Board of Directors.
- To provide advice to the Board of Directors in running the Company management.
- To monitor the effectivity of GCG activities, Risk Management supervision and Internal Control implemented by the Company.
The authority of Board of Commissioners in conducting their tasks are as follows:
- Any time within Company working hours, the Board of Commissioners has the rights to enter any buildings or yards or other places utilized or controlled by the Company.
- The Board of Commissioners has the right to examine the accountancy, correspondence, and other evidences.
- The Board of Commissioners has the right to check and compare the Cash on Hands and other matters.
Board of Commissioners Service Period
- Members of the Board of Commissioners assigned and terminated by GMS, the assignment applies since the date determined in GMS where the Board of Commissioners assigned and ends on the closing of the fifth AGMS after the assignment of members of Board of Commissioners, except otherwise specified in GMS and after the length of service ends the members can be assigned again according to GMS decision. If there is replacement of the Board of Commissioners members before the length of service ends, the new member of the Board of Commissioners serves the remaining service period of the member of the Board of Commissioners being replaced.
- The position of the Board of Commissioners members ends when the length of service ends, resigns, is no longer capable in fulfilling the applied constitution requirement, passed away or terminated by GMS decision.
- In the case of idle position of the Board of Commissioners members, the replacement process is conducted in accordance with the terms of articles of association of the Company.
Composition of Board of Commissioners, Principles of Assignment and Length of Service
The Board of Commissioners consists of at least 2 (two) members that consist of the President Commissioner and one the Board of Commissioner or more. Independent Commissioners are minimum 30% of the total composition the of Board of Commissioners, in accordance with the registration terms of the Indonesian Stock Exchange. By the end of 2014, the Board of Commissioners has 3 (three) members, the 2 (two) of them are Independent Commissioners. Therefore, composition of the Company Independent Commissioners are more than 30% and have met Company’s GCG Manual.
The Composition of the Board of Commissioners in 2014:
-
Name Position Principles of Assignment Start End Darjoto Setyawan President Commissioner Deed No.31 Dated November 26, 2013 24 May 2013 Annual GMS 2018 Fiscal Year 2017 David Emlyn Parry Independent Commissioner 24 May 2013 Annual GMS 2018 Fiscal Year 2017 Hartopo Soetoyo Independent Commissioner 24 May 2013 Annual GMS 2018 Fiscal Year 2017 *profile of each member of the Board of Commissioners can be seen on pages Company Profile.
Work Relationship of Board of Commissioners and DirectorsIn conducting their tasks and responsibilities, the Board of Commissioners has the rights to gain access to the Company’s information. The Board of Directors who manage and operate of Company’s activities, are responsible to ensure that the information about the Company is available for members of the Board of Commissioners. The Board of Directors is responsible to deliver the reports needed by the Board of Commissioners.
Meetings of Board of Commissioners
The Meetings of the Board of Commissioner can be held anytime if necessary by one member or more of Board of Commissioners or based on written request from Board of Commissioners or by request of 1 (one) shareholder or all together possessing 1/10 (one-tenth) shares that has been placed by the Company by voting rights. The Board of Commissioners meetings are led by the President Commissioner. If the President Commissioner is absent, meeting is led by a member of the Board of Commissioners present in the meeting. The decisions of the Board of Commissioners meetings have to be taken based on deliberation. If no full agreement is not reached, the decision is taken by voting to get reach agreement from more than 1/2 (half) of the legitimated voting number in the Meeting. if its agree and disagree votes are equal, then will be decide by Meeting Leader. To maintain independence and objectivity, each member of the Board of Commissioners with conflict of interest must not participate in the Board of Commissioners Meeting. The Board of Commissioners Minutes of Meeting must be made by a person who is attending the meeting appointed by the chairman and must be signed by the meeting leader and by other member of the Board of Commissioners who are attending and/or are represented in the related meeting.
The Board of Commissioners can take legal decisions without holding the meeting of the Board of Commissioners, with the conditions that all members of the Board of Commissioners have been informed in writing about ideas proposed and all members of the Board of Commissioners have approved on the written proposal and signed the agreement. The decisions taken by the method posses the same power as legal decisions taken in the meeting of the Board of Commissioners.
Meetings of the Board of Commissioners for the year 2014 have been held 4 (four) times. The agenda of the Board of Commissioners meeting was to discuss the implementation of the Company’s governance, the committees’ activities, business opportunities and projects that are being explored by the Company.Board of Commissioners Meeting Attendance Recapitulation 2014:
Number of Meetings Board of Commissioners Attendance 4 Darjoto Setyawan 4 100% David Emlyn Parry 4 100% Hartopo Soetoyo 4 100% Board of Commissioners Competency Improvement ProgramDuring 2014 the Board of Commissioners followed many kinds of training programs, conferences, seminars or workshops, including the following,
Board of Commissioners Competency Improvement Program Darjoto Setyawan - Nusantara Infrastructure’s Dialogue Series VIII, 3th of April.
- Seminar from Forbes Indonesia (Creating Liveable Cities), Tapis Room Four Seasons Hotel, 11th of April.
- BKPM Seminar Infrastructure in order to Investment dan Market Reasearch Mission AKC, 8th of May.
- Rajawali Foundation Book Review, 23rd of October.
- Asian Economic Community 2015, 20th of November
David Emlyn Parry - Nusantara Infrastructure’s Dialogue Series VIII, 3th of April.
- Indonesian Summit 2014, Shangri La Jakarta, 15th of January.
- Launch of Indonesia-Sweden Infrastructure Partnership, 7th of May.
- New Zealand Investment Trade and Forum, 8th of September.
- IICE seminar, 5th of November.
- Ireland and Indonesia Building Business Partnerships for Success, 6th of November.
- EIBD - Opening a New Chapter in European-Indonesian Business Relations, 19th of November.
Hartopo Soetoyo - IFCCI breakfast Meeting - Infrastrucure Growth Under PPP, Financial Club Jakarta, 16th of April.
- Presentation of Emiten Institutional Investor Day 2014, Indonesian Stock Exchange, 7th of May
- Breakfast networking reception, Four Seasons Hotel, 26th of June
- IRF Asia Regional Congress, 17th of November.
- Intelectual Discussion: “Hopes and Challenges of Indonesian Economics 2015”, 20th of November.
- Discussion on presidential decree plan changesregardinggovernment cooperation with business entity and infrastructure supplier, 27th of November.
