021 – 4301080, 4367505
Jl Raya Pelabuhan No 9, Tanjung Priok
title icon
Organ GCG

Board of Commissioners

Board of Commissioners is a PTP Multipurpose organ that is in charge of overseeing management policies, including the general management of the company and the business of the company, and advising directors for the interests of the company in accordance with the aims and the objectives of the company. In performing its duties, the Board is assisted by supporting organs that include the Secretary of the Board of Commissioners, Audit Committee, Risk Management Monitoring Committee, and Nomination and Remuneration Committee.

THE DUTIES OF THE BOARD OF COMMISSIONERS

In general, the duties of the Board of Commissioners have been set in the Guidelines of the Working Procedures of the Directors and the Board of Commissioners. The duties and scope of responsibilities of the Board of Commissioners are as follows:

  • Supervise the policies and the management of the company conducted by the Board of Directors and provide advice to the directors, including regarding the company’s development plan, the Company’s Annual Work Plan and Budget, the implementation of the provisions of the Articles of Association and GMS decisions, and the applicable laws and regulations for the interests of the company in accordance with the purpose and objectives of the company
  • Perform duties, authorities, and responsibilities in accordance with the provisions in the Articles of Association and the decisions of GMS and the applicable laws and regulations
  • Implement the company’s interests with regard to the interests of the shareholders and is responsible to the GMS
  • Research and examine the annual report prepared by the Directors and sign the report
  • The Board of Commissioners approves transactions or actions within the scope of the authority of the Board of Commissioners or GMS

In performing its duties, each Commissioner shall be personally liable for the company’s losses if the person is guilty or negligent in performing their duties as a member of the Board of Commissioners. This responsibility shall apply jointly to each member of the Board of Commissioners. Members of the Board of Commissioners cannot be held responsible for losses if they can prove these following matters:

  • They conducted supervision with good faith and prudence in the interest of the company and in accordance with the purposes and objectives of the company
  • They have no direct or indirect personal interest in the Board of Directors’ management actions which cause losses
  • They have given advice to the Board of Directors to prevent the occurrence or the continuation of losses

THE AUTHORITIES OF THE BOARD OF COMMISSIONERS

In conducting its supervisory duties, the Board of Commissioners is authorized to do the following matters:

  • Inspect the company’s books, letters, and documents, examine cash for the purposes of verification and others, and examine securities and assets of the company
  • Enter the company’s yards, buildings, and offices
  • Request an explanation from the Board of Directors and/or other officials regarding any issues related to the management of the company
  • Know about all policies and actions that have been and will be carried out by the Board of Directors
  • Request the Board of Directors and/or other officials under the Board of Directors with the knowledge of the Board of Directors to attend the Board of Commissioners meeting
  • Appoint and dismiss the Secretary of the Board of Commissioners if it is deemed necessary
  • Temporarily suspend members of the Board of Directors in accordance with the provisions of IPC’s Articles of Association
  • Carry out the company’s management actions in certain circumstances for a certain period of time in accordance with the provisions of the Articles of Association
  • Attend Board of Directors meetings and provide views on the matters discussed.

THE OBLIGATIONS OF THE BOARD OF COMMISSIONERS

In the relation to the execution of the Board of Commissioners duties, it is obliged to do the following matters:

  • Advise the Board of Directors in conducting the management of the company
  • Examine, review, and sign the RJPP and BPBC stipulated by the Board of Directors, in accordance with the provisions of the Articles of Association of the company
  • Provide opinions and suggestions to GMS regarding the company’s RJPP and the company’s BPBC regarding the reasons the Board of Commissioners signed the company’s RJPP and BPBC
  • Follow the development of the company’s activities, provide opinions and suggestions to the GMS on any issues deemed important to the company’s management
  • In the event that the company shows a noticeable sign of a setback, the Board of Commissioners must immediately report it to the GMS.
  • Study and review periodic reports and annual reports prepared by the Board of Directors and sign the annual reports
  • Provide explanations, opinions, and suggestions to the GMS on the annual report, if requested
  • Prepare an annual work program incorporated in the company’s BPBC.
  • Establish an Audit Committee, in which its membership consists of one or more members of the Board of Commissioners and is responsible to the Board of Commissioners
  • Propose a public accountant to the GMS accompanied by the reasons for nominations and the amount of honorarium/fee to be provided for the external auditor
  • Take minutes of meetings of the Board of Commissioners and keep the copies
  • Report to the company regarding their own and/or their families share ownership in the company and other companies
  • Provide reports on supervisory duties issued during the past fiscal year to the GMS
  • Carry out other obligations in the context of supervisory and advisory tasks, as long as they are not contrary to statutory regulations, statutes, and/or decisions of the GMS

THE RESPONSIBILITIES OF THE BOARD OF COMMISSIONERS

Within the context of its duties, the Board of Commissioners has the following responsibilities:

  • In performing its duties, the Board of Commissioners is responsible to the GMS
  • The Board of Commissioners shall supervise the management policies, the general management of the company and its business and provide advice to the Board of Directors
  • Each Commissioners shall act in good faith, be prudent and be responsible in carrying out their supervisory and advisory roles to the Board of Directors
  • Each Commissioner shall be personally liable for the losses of the company if they fail to carry out their duties
  • In the event that the Board of Commissioners consists of 2 (two) board members or more, the responsibility referred to apply jointly to each member of the Board of Commissioners