BOARD OF DIRECTORS
The Board of Directors are Company functions that are responsible for booth Business’ operations and operation
based on proper management operational and GCG principles.
Guidelines of Board of Directors
In conducting their tasks, the Directors have guidelines regulated in the Company GCG Manual. Guidelines of the Board of Directors are follows as:
- Composition, Assignment, and Termination;
- Requirements;
- Responsibility;
- Tasks;
- Authority; and
- Meeting.
Composition, Assignment, Termination, and Requirements
The principles that become guidelines in terms of composition, assignment, and termination of the Board of Directors are:
- The number of the Board of Directors should be adjusted with the complexity of the Company by considering the effectivity in decision making.
- Members of the Board of Directors are chosen and terminated by GMS through a transparent process. For the Company whose stocks are registered in IDX.
- The termination of the Board of Director members administered by GMS are based on fair reasons after the person gets the chance to defend him/herself.
- All board of director members have to reside in Indonesia, in the location that enabled them to conduct daily Company management tasks.
The requirements that needs to be fulfilled in the selection/ assignment of the Board of Directors are as follows:
- Have good characters and morals.
- Able to implement legal acts.
- Never been declared bankrupt nor become members of the Board of Directors and Commissioners declared guilty causing 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.
Office of the members of the Board of Directors ends in the event of:
- The office term expires
- Resignation
- Death
- No longer meets the requirements of the applicable legislation
- Dismissed in accordance with AGM decision
Board of Directors Responsibility, Task, and Authority
In conducting their tasks, Board of Directors are responsible to:
- The Board of Directors have to prepare the Company management accountability in forms of an Annual Report which contains financial reports, Company activity report, and GCG implementation report.
- The Board of Directors must ask for GMS approval for the Annual Report and ask for GMS authorization for the Financial Report.
- Ensure the availability of the Annual Report before GMS is being held according to applied terms to enable the shareholders to conduct an assessment. The Board of Directors are responsible in conducting their tasks for the Company interests in achieving purposes and objectives by complying applied constitutions and the Company’s articles of association.
- The Board of Directors is responsible to arrange and conduct a Company competent internal controlling system in order to maintain the Company’s assets and performance and to fulfil the constitutions.
Tasks conducted by Board of Directors are as follows:
- To arrange vision, mission, and Company’s values and to prepare long term and short term programs to be discussed and approved by the Board of Commissioners or GMS according to articles of association provision.
- The Board of Directors has to control resources owned by the Company effectively and efficiently. And considering fair interests of the stakeholders.
- The Board of Directors has to arrange and conduct the Company risk management system that includes all aspects of the Company activities.
- The Board of Directors has to ensure smooth communication between the Company the stakeholders by empowering the function of the corporate secretary.
- To make clear and focused written planning in administering Company social responsibility.
Board of Directors and President Directors Authorities are:
- The President Director has the rights and authorities to act on behalf of the Board of Directors to represent the Company.
- If the President Director is absent for any cause, two members of the Board of Directors have the authority to act on behalf of the Board of Directors and represent or conduct equity the capital into other companies, action of two members of Board of Directors must have written approval from the President Director.
- The Board of Directors has the authority to give authority to the committee formed to support their task administration or to Company employees to conduct certain tasks, however, the Board of Directors still has full responsibility.
- Without reducing their responsibility, the Board of Directors has the authority to assign a proxy or more to act on behalf of the Board of Directors and for the purpose, the Board of Directors must give the power of attorney in which the proxy will gain authority.
Board of Directors Service Period
Members of the Board of Directors assigned and terminated by GMS, the assignment applies since the date appointed in the GMS, where the members of the Board of Directors assigned and ended on the closing of the 5thGMS after the date of assignment of members of the Board of Directors, unless otherwise specified in the GMS and after the length of service ends, can be assigned again in accordance to GMS decision, the new members of the Board of Directors has the remaining term, unless wise specified in the GMS.
Board of Directors Composition, Scope of Work and Authority
Board of Directors companies composition until 31st December 2014:
|
|
|
|
|
|
| Ramdani Basri | President Director | Deed No.31 Dated November 26, 2013 | 24th of May 2013 | Annual GMS 2018 |
| Danni Hasan | Director | Deed No.31 Dated November 26, 2013 | 24th of May 2013 | Annual GMS 2018 |
| Dr. Scott Younger | Director | Deed No.31 Dated November 26, 2013 | 24th of May 2013 | Annual GMS 2018 |
| Ridwan Irawan | Independent Director | Deed No. 44 Dated September 24, 2014 | 10th of June 2014 | Annual GMS 2018 |
President Director
The President Director has the main task to coordinate the other Board of Director members, ensuring all activities are in accordance with the vision, mission, business objectives, strategy, policy and work program. The tasks of the President Director Ramdani Basri are as follows:
- Direct, assign and develop overall business strategy in accordance with the Company’s vision and mission.
- Direct and manage the Board of Directors in conducting their functions and tasks, especially in strategic decision making.
- Direct and assign organizational development in terms of structure, governance, and general and specified policies for the future organizational development.
- Fully responsible for business achievement in overall, business development and its sustainability.
- Responsible in developing talent, the asset’s Company, in managing & achieving the Company’s vision & mission; and developing each leaders competencies.
- Fully responsible as Company representative to majority and minority shareholders.
Director
- Responsible to coordinate, control and evaluate business operations in overall industry lines in holding level (Company), Strategic Business Unit (SBU) until Business Unit (BU) level is alligned with business strategy.
- Direct business strategy to the operational level in all industry aspects are conducted and developed in the Company.
- Responsible to coordinate, control and evaluate operational tasks in the finance’s department, and to ensure fund availability by the Company’s development.
- Responsible in increasing corporate value through fund management and risk management.
- Responsible for the strategic decisions and business operations of the Company.
- Ensure that all business development which is under review, on process and operating, within the aspects of financial, legal, and technical; is fully overseen with risk management and has sustainable profit.
- Responsible for sales, marketing and sustainable revenue growth, as well as asset growth transactions for the Company.
- Responsible for the sustainable growth and development of the Company business sustainable and the competitiveness enhancement in the long term.
- Assess and implement the business development plan with the support of Talent innovation, appropriate technology, economical and accountable both for short and long term.
- Responsible for developing the potential use of natural resources in the area of the business operations of the Company in terms of financial and technical perspective.
- Conduct studies and efforts to provide value-added natural resources in the area under the management of the Company.
Board of Directors Meetings
Meetings of the Board of Directors can be held anytime if necessary by one or more members of the Board of Director or based on as written request from the Board of Commissioners or based on written request from 1 (one) shareholder or more than that 1/10 (one-tenth) of overall shares in the Company placed by voting. Meeting of the Board of Directors is led by one of Director members selected by the Board of Director members who are attending the meetings.
The meetings of the Board of Directors are legal and have the right to take decisions if more than 1/2 (half) number of director members are present or represented in the meeting. The decisions of the board of directors must be taken based on deliberation. If the deliberation cannot be accomplished then the decisions must be taken based on voting and the votes have to be more than 1/2 (half) of number of votes in the meeting. In case of tie, the meeting leader will decide.
Each member of the Board of directors who has indirect interests in a transaction, or proposed contract, in which the Company becomes one of the parties, must state the nature of such interests in a meeting of the Board of Directors and does not have the rights to participate in voting about matters related with the transaction or contract, unless if the meetings specify other matters.
The agenda of meeting of the Board of Directors made in accordance with the terms is a legal evidence regarding the decisions taken in the related meeting of the Board of Directors, either for members of directors or the third party. The Board of Directors can take legal decisions without holding the meeting of the Board of Directors, with terms that all members of the board of directors have been informed in written about the proposed ideas and all members of the Board of Directors have approved about the proposed idea in a written statement and signed the agreement.
The meetings of Board of Directors for 2014 have been held 26 times. The summary of meeting of Board of Directors results can be seen in this following table,
|
|
|
| Project Meeting |
|
| Annual Report Discussion Meeting |
|
| AGM Preparation Meeting |
|
| Budget Meeting |
|
| Financial Report Monthly Meeting |
|
| Financial Report Quarterly Meeting |
|
During 2014, The Board of Directors participated in many training programs, conferences, seminars or workshops, that can be provided as follows,
|
|
|
| Ramdani Basri (President Director) |
|
| Danni Hasan (Director) |
|
| Dr. Scott Younger (Director) |
|
| Ridwan Irawan (Director) |
|
In 2014, the number of Joint Meetings of the Board of Commissioners and Directors was 4 (four) times with the two average attendance of Board of Directors 87%. The agenda of the Joint Meetings of the Board of Commissioners and the Board of Directors is to discuss various matters, including reports on the development of the project process, reports and reviews of the Company’s performance, as well as the priority project report for 2014.
The attendance of the Board of Commissioners in the Joint Meeting with the Board of Directors in 2014 as follows,
|
|
|
|
|
|
|
Darjoto Setyawan |
|
|
| David Emlyn Parry |
|
|
|
| Hartopo Soetoyo |
|
|
|
*Absences due to business trips and annual leave.
While the recapitulation of the attendance of the Board of Directors in the Joint Meetings with the Board of Commissioners is as follows,
|
|
|
|
|
|
|
Ramdani Basri |
|
|
| Danni Hasan |
|
|
|
| Dr. Scott Younger |
|
|
|
| Ridwan Irawan |
|
|
|
*Absences due to business trips and annual leave.
Board of Commissioners and Board of Directors Year 2014 Performance Assessment
Performance assessment of the Board of Commissioners and the Board of Directors are included in the agenda of the Nomination and Remuneration Committee which works under the direction of the Board of Commissioners. The entire performance evaluation is set out in the management employment contract and evaluated by the shareholders through the General Meeting of Shareholders. The assessment of the Board of Directors is done directly by the Board of Commissioners, and shareholders through the General Meeting of Shareholders. Meanwhile the performance evaluation of the Board of Commissioners is conducted by the shareholders through the General Meeting of Shareholders.
Following are the performance indicator of the Board of Commissioners and Board of Directors:
-
- Management of existing business sector
Assessment of the management ability - in this case the Board of Commissioners and Directors - in developing the performance of existing business sectors, either vertically or horizontally. - Development of new business sectors
Assessment of the management ability to identify business development opportunities in the business sectors. - The Company’s ongoing business performance
Assessment of the management ability to maintain and develop the Company’s business performance in which have long -term projections - Implementation of Good Corporate Governance
Assessment of the management ability to implement management practices in accordance with the principles of Good Corporate Governance and the principle of compliance with regulations and legislation in force. - The Company’s shares performance and appreciation of shares performance
Assessment of the management ability to maintain and improve the performance of the Company’s shares, in particular the performance which allows the Company’s shares to be awarded.
- Management of existing business sector
Board of Commissioners and Board of Directors Remuneration
The amount of the Board of Commissioners and the Board of Directors remuneration during year 2014 to Rp10.7 billion, including basic salary and other allowances such as: communication allowance, operational allowance, religious festive allowance and leave expense. Beyond that, the Company also provides full medical benefits both outpatient and inpatient to the Board of Commissioners and Board of Directors. Especially for the Board of Directors, the Company provides operational car facility with dedicated driver to support the daily business activities.
