The Board of Commissioners is the Company's organ to supervise the running of the Company's management by the Board of Directors in general and/or particular action and to give advice to the Board of Direcors according to Articles of Association.
The Board of Commissioners is consist of President Commissioner, Vice President Commissioner and Independent Commissioner. The requirement of the Board of Commissioners is set in the Articles of Association and prevailing laws and regulations, including capital market regulations.
Members of the Boards of Commissioners shall be appointed by the General Meeting of Shareholders ("GMS") for 3 years term of office and may be re-appointed. Articles of Association of the Company shall regulate procedures for the appointment, replacement and dismissal of members of the Board of Commissioners.
Role and Authority of the Board of Commissioners
The Board of Commissioners are authorized to undertake supervision and advisory to the Board of Directors management policy for the interest of the Company in accordance with the Company's vision, mission and objectives.
In relation to its role, the Board of Commisioners prepare the supervision report for the past financial year to be presented to GMS.
The Board of Commissioners may discharge at any time one of the Board of Directors member or more, due to the act of member of the Board of Directors is in contradiction to Articles of Association and/or prevailing laws and regulations.
The Board of Commissioners Responsibilities
The Board of Commissioners shall perform duties and responsibilities independently.
The Board of Commissioners must implement and unsure the implementation of risk management and principles of Good Corporate Governance in any business activities of the Company at any level or organization structure.
Each member of the Board of Commissioners shall be fully personally liable for the Company's losses due to his/her fault or negligent in carrying out his/her duties.
The Board of Commissioners Meeting
The Board of Commissioners meeting together with the Board of Directors may be convened minimum 4 times a year, which is on the 20th day or the third week of March, April, July and October.
The Board of Directors meeting shall be chaired by President Director. In the event that President Director is absence due to any reason whatsoever, the Board of Directors Meeting shall be chaired by Vice President Director (if any), and in the event that Vice President Director is absence due to any reason whatsoever, then the Board of Directors Meeting shall be chaired by one of member of the Board of Directors appointed by and out of the attending member of the Board of Directors.
The resolution of the Board of Commissioners meeting shall be consensus deliberation. In the event such resolution can not be achieved, the resolution shall be taken by affirmative votes of more than ½ of the legal casting vote at the meeting. In the event of tie vote, the chairman of the meeting will make a decision.