Guidelines

 

BOARD OF COMMISSIONERS

As stipulated in the Company’s Articles of Association, the Board of Commissioners has the collective duty to oversee the Company’s business activities, to provide recommendations to the Board of Directors on the management policies and to ensure the implementation of good corporate governance throughout the Company’s line of organization.

The Board of Commissioners has a good understanding and ability to make decisions independently, support the improvement of Company performance and to effectively conduct review and provide constructive advice/input to the Board of Directors. The members of the Board of Commissioners must meet several criteria and requirements set forth in the Regulation of the Financial Services Authority. The Board of Commissioners is appointed and dismissed by the General Meeting of Shareholders.

 

BOARD OF COMMISSIONERS CHARTER

In performing its duties and responsibilities, the Board of Commissioners shall refer to Board of Commissioners’ Charter. The Charter stipulates the provisions and procedures for the implementation of supervisory duties on Company performance and supervision related to the implementation of good corporate governance principles. In general, the Board of Commissioners’ Charter covers the following aspects:

1. Applicable Law

2. Board of Commissioners’ Composition and Criteria

3. Appointment, Dismissal and Terms of Board of Commissioners

4. Duties, Responsibilities and Authorities of Board of Commissioners

5. Values

6. Board of Commissioners’ Meetings

7. Board of Commissioners’ Report

  

BOARD OF DIRECTORS

The Company’ Board of Directors is responsible for managing the Company’s business activities. The Board of Directors shall carry out its duties with full responsibility and prudence in good faith, in accordance with the purposes and objectives set forth in the Articles of Association and prevailing laws and regulations. The Board of Directors also ensures that the Company implements good corporate governance and is responsible for maintaining assets and resources owned by the Company.

Members of the Board of Directors perform the duties and make decisions in accordance with their duties and authorities. The duties and authorities of members of the Board of Directors shall be in line with the Articles of Association and prevailing laws and regulations. Members of the Board of Directors are professionals who were selected based on their competence. The Board of Directors is appointed and dismissed based on the resolution of the General Meeting of Shareholders (GMS), and refers to the requirements and procedures as stipulated in the Regulations of the Financial Services Authority. As of 31 December 2017, the Company’s Directors consist of 1 (one) President Director, 4 (four) Directors and 1 (one) Non-Affiliated Director.

The Board of Directors shall report to shareholder in GMS and as realization of corporate management accountability of principles of good corporate governance implementation. The performance of the Board of Directors is evaluated by the Board of Commissioners, either individually or collectively, based on performance appraisals prepared by the Board of Commissioners. The evaluation is done at the end of book year. The Board of Commissioners shall report the evaluation results in GMS.

  

BOARD OF DIRECTORS CHARTER

In carrying out daily tasks, the Board of Directors refers to the Board of Directors Charter, to ensure that the decisions taken are effective, appropriate, have no conflict of interest and in accordance with the principles of good corporate governance. The Board of Directors charter generally contains the following guidelines and provisions:

1. Applicable Law

2. Composition and Criteria of Board of Directors

3. Appointment, Dismissal and Terms of Board of Directors

4. Duties, Responsibilities and Authorities of Board of Directors

5. Values

6. Board of Directors Meetings

7. Board of Directors Reports and Responsilibity