Governance

The duties and responsibilities of the Board of Commissioners as set forth in the Company's Articles of Association and Board Charter include: 

The Duties and responsibilities of the Board of Commissioners as set forth in the Articles of Association of the Company and the Board Charter, include among others:

1. Supervising the Company's operations, management, and business activities, as well as providing supervision, advice, and recommendations to the Board of Directors for the interest and in line with the Company's purposes and objectives;
2. Reviewing the Company's strategy at least annually and approving the Company's mission, vision, and strategy formulated by the Board of Directors;
3. By considering the recommendation of the Nomination and Remuneration Committee, the Board of Commissioners proposes the appointment and/or dismissal of members of Board of Directors and members of Board of Commissioners to the GMS and it shall be resolved by the GMS. In proposing members of the Board of Directors and members of the Board Commissioners, it must pay attention to diversity, non-discriminatory elements, and provide equal opportunities without any discrimination against ethnic, religion, race, class and gender;
4. The Board of Commissioners, by considering the recommendations of the Nomination and Remuneration Committee, submits to the GMS the remuneration amount for members of the Board of Directors and Board of Commissioners in line with sustainable corporate development and long-term interest of the corporation and shareholders. The Board of Commissioners regularly reviews the remuneration system of the Board of Directors and Board of Commissioners;
5. The Board of Commissioners monitors and directs the Company to implement an appropriate and effective risk management and internal control system;
6. The Board of Commissioners supervises and directs the integrity of the accounting and financial reporting systems in line with the Financial Accounting Standards and the independence of the internal and external audit functions;
7. The Board of Commissioners monitors, reviews, and approved the Company annual report and sustainability report;
8. Performing duties and responsibilities in good faith, with full responsibility and caution;
9. Reporting to the Company of the shares owned by each Commissioner member and/or their family in the Company and any changes in ownership of the Company's shares no later than three working days after the ownership or any changes in share ownership takes place in the Company for it to be recorded in a special register;
10. The Commissioners are jointly responsible for the Company loss due to errors or intentional mistakes in performing the duties, expect it can be proven that:
    • such loss is not due to errors or intentional mistakes in performing its duties;
    • the duties have been performed with full responsibility, in good faith and prudence, and diligence for perseverance for the interests and in line with the Company's purposes and objectives;
    • there is no direct or indirect conflict of interest with the Board of Directors' actions causing the loss suffered by the Company; and
    • advices have been given to the Board of Directors to avoid the occurence or continuation of such loss.
11. The Commissioner must report to the Company of the commissioner's and/or the family's share ownership in the Company;
12. The Board of Commissioners has the right to hold the annual GMS or other GMS in accordance with the applilcable laws and regulations and the articles of association;
13. Board of Commissioners has the obligations to:
    • establish the Audit Committee, Nomination and Remuneration Committee, and other committees as well as evaluate the performance of the Audit Committee and other Committees under the Board of Commissioners at every end of the financial year;
    • prepare minutes of Board of Commisioners' meeting and keep a copy;
    • report the supervisory duties performed to the GMS.

Board of Commissioners’ Authority

Board of Commissioners’ Authority, include among others:

1. The Board of Commissioners has the authority to suspend Directors with stated reasons;
2. The Board of Commissioners may manage the Company in certain conditions as stipulated in the laws and regulations, the Company's Articles of Association, and/or GMS resolutions.

Diversity in the Composition of Members of the Board of Commissioners The Company determines the Composition of the Members of the Board of Commissioners of Indocement by taking into account the diversity of expertise, knowledge, age, and experience required in the implementation of supervisory duties and providing advice by the Board of Commissioners.

Division of Duties of The Board of Commisioners

To improve supervision effectiveness, the Board of Commissioners has established a supervisory division among members of the Board of Commissioners. The division of duties among the Board of Commissioners’ members is adjusted to the expertise and experience of each member of the Board of Commissioners, as follows:

Concurrent Positions for Members of the Board of Commissioners

Indocement has provisions regarding members of the Board positions based on article 24 POJK No. 33 as stated in the Board Charter. These provisions are listed below:

1. Members of the Board of Commissioners may hold concurrent positions as:
   •  members of the Board of Directors at no more than two issuers or any other public companies; and
   • members of the Board of Commissioners at no more than two issuers or any other public companies
2. In the case of members of the Board of Commissioners not holding concurrent positions as members of the Board of Directors, members of the Board of Commissioners can hold concurrent positions as members of the Board of Commissioners at no more than four issuers or any other public companies.
3. Members of the Board of Commissioners may serve as committee members at no more than five committees in the issuer or public company in which they serve as a member of the Board of Directors or the Board of Commissioners.

The Board of Commissioners' dual positions as the members of committees can only be done when it does not have any conflicts with other legislations. Information on the concurrent position of members of the Board of Commissioners is shown in the following table:





This information concludes that the concurrent position of members of the Board of Commissioners has complied with the provisions of concurrent position in Article 24 of POJK No. 33/POJK.04/2014 dated December 8, 2014, on Board of Directors and Board of Commissioners of Issuers or Public Companies and Board Manual of Board of Directors and Board of Commissioners.