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INTP:IJ Rp. 14,575 altimage -1.52%
03-Dec-2020 15:03
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INTP:IJ Rp. 14575 altimage -1.52%
03-Dec-2020 15:03

Board of Commissioners’ Duties and Responsibilities

Board of Commissioners’ Duties and Responsibilities 
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. To supervise the operations, management and business activities of the Company, and provide supervision, advice and recommendations to the Board of Directors in the interests and in accordance with the goals and objectives of  the Company.
2. To perform its duties and responsibilities in good faith and with responsibility and prudence.
3. To be jointly and severally liable for the losses of the Company caused by their gross negligence or willful misconduct in the performance of their duties, save where it can be proved that:
   a. such loss is not due to their gross negligence or willful misconduct in the performance of their duties;
   b. they have performed their duties responsibly, in good faith and prudence, and with due care and diligence in the interests and in accordance with the goals and objectives of the Company;
   c. they had no conflict of interest directly or indirectly with the actions of the Directors which resulted in the losses suffered by the Company; and
   d. they had provided advice to the Directors to prevent such losses arising or continuing.
4. Under certain conditions, the Board of Commissioners shall be entitled to convene the Annual GMS or other GMS in accordance with the prevailing regulations and articles of association.
5. The Board of Commissioners shall:
   a. evaluate annually the performance of the Audit Committee and the Nomination and Remuneration Committee;
   b. prepare the minutes of Board of Commissioners’ meeting and maintain its copy;
   c. report to the Company on their share ownership and/or that of their relatives in the Company;
   d. report on supervisory duties which have been performed during the previous financial year to the GMS.

Board of Commissioners’ Authority
1. The Board of Commissioners is authorized to temporarily suspend a Director with reason stated.
2. The Board of Commissioners may perform the management of the Company under certain conditions as stipulated under the law, the Company’s Articles of Association and/or a GMS resolution.

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.

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:
   a. members of the Board of Directors at no more than 2 issuers or any other public companies; and
   b. members of the Board of Commissioners at no more than 2 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, Member of the Board of Commissioners can hold concurrent positions as members of the Board of Commissioners at no more than 4 issuers or any other public companies.
3. Members of the Board of Commissioners may serve as committee members at no more than 5 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 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 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.

 

Indocement, a producer of Semen Tiga Roda Cement and Semen Rajawali