Board of Director Charter
BOARD OF DIRECTORS CHARTER
1. DUTIES AND RESPONSIBILITIES
- The Board of Directors carries out and is responsible for the management of the Company in good faith, responsibly and prudently in the interest of the Company according to the objectives and goals of the Company as set out in the Articles of Association.
- The Board of Directors shall conduct annual GMS and other GMS as stipulated in laws and regulations and the Articles of Associations.
- The Board of Directors can establish committees in order to support effective implementation of duties and responsibilities and should evaluate the committee’s performance at the end of each fiscal year.
- The Board of Directors has the authority to carry out management function in accordance with appropriate policies, and the objectives and goals set forth in the Articles of Association.
- The Board of Directors has the authority to represent the Company inside or outside the court.
2. COMPOSITION AND MEMBERSHIP STRUCTURE
- The Board of Directors shall at least consist of 2 (two) members, that one of its members shall be appointed as the President Director.
- Members of the Boards of Directors shall be appointed by the GMS for 5 years’ term of office and may be re-appointed.
- The Articles of Association shall regulate procedures for the appointment, replacement and dismissal of members of the Board of Directors.
- The Board of Directors meeting is held periodically, at least once a month.
- The Board of Directors meeting is held if attended by the majority of all members.
- The decision in the Board of Directors meeting is made based on deliberation to reach a consensus.
- The results of the Board of Directors meeting must be recorded in the minutes of the meeting, signed by each members of the Board of Directors present, and submitted to all members of the Board of Directors.