Governance

In accordance with the provisions of the Company’s Articles of Association, the number of the Company’s Board of Commissioners is at least 5 members, with one President Commissioners and two Vice President Commissioners. In the Board of Commissioners’ composition, at least 30% is Independent Commissioner.

The Board Charter also sets the nationality of the Board of Commissioners’ members, namely that Indocement’s Board of Commissioners’ members can be made up from Indonesian and foreign citizens who meet the requirements to become a member of the Board of Commissioners as set out in the Board Charter and other applicable provisions.

Board of Commissioners’ Requirements
The General Criteria for members of Indocement’s Board of Commissioners are:
1. Have a good behavior, morals and integrity;
2. Is a competent legal person capable of performing legal actions;
3. Within 5 years prior to their appointment and during their term of service:
   a. has never been declared bankrupt;
   b. has not been a member of a Board of Directors and/or a Board of Commissioners of a company which was found guilty of causing the said company to become bankrupt;
   c. has never been punished for criminal actions which caused losses to the country and/or related to the financial sector; and
   d. has never been appointed as a member of a Board of Directors and/or a Board of Commissioners of a company, which during their term of service:
      i) did not convene an annual GMS;
     ii) had his/her statement of responsibility as a member of the Board of Directors and/or a Board of Commissioners of such company rejected by the GMS or failed to submit a statement of responsibility as a member of a Board of Directors and/or a Board of Commissioners of such company;
    iii) caused the Company to fail to fulfill its obligation in submitting reports and/ or annual reports to Otoritas Jasa Keuangan;
4. Commits to complying with the laws and regulations;
5. Has the requisite ability, knowledge, skills, experience and/or expertise required by the Company.

Board of Commissioners Appointment, Dismissal, Resignation and Term of Service
Based on the Board Charter, the appointment, termination and replacement of the Board of Commissioners’ members must be submitted and approved by the GMS after considering the recommendation of the Board of Commissioners and the Nomination and Remuneration Committee.

Commissioners serve for a period of three years or until the close of the third Annual General Meeting after the date of appointment, without prejudice to the GMS authority to dismiss one or more members of the Board of Commissioners at any time before the term expires.

The term of service of the Commissioners ends upon:
1. Resignation;
2. Deceased;
3. The term of service expires;
4. Dismissal by the GMS;
5. No longer meets the requirements to serve as a Commissioner under prevailing legislations.

The GMS may appoint another person to fill the post of a dismissed Commissioner and the GMS can appoint a commissioner to fill a vacant post of Commissioner.

The profile of the Board of Commissioners can be seen in the About Us Menu >> Management