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INTP:IJ Rp. 12,450 altimage 2.68%
22-Oct-2020 15:47
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INTP:IJ Rp. 12450 altimage 2.68%
22-Oct-2020 15:47

The Board of Directors’ Duties and Responsibilities

Duties and responsibilities of the Board of Directors are set out in the Company’s Articles of Association and the Board Charter, including:
1. To manage the Company in accordance with the Company’s purposes and objectives as stipulated in the Company’s Articles of Association;
2. To perform their duties and responsibilities in good faith and prudence. The Board of Directors shall act in the best interests of the Company at all times and shall consider the various risks relevant to the Company in their decision making and actions;
3. To fulfill its duties and responsibilities, the Board of Directors shall;
   a. Prepare the Company’s development plan and an annual working plan before the commencement of the next financial year, which shall also include the Company’s annual budget for the next financial year. The annual working plan shall be submitted to the Board of Commissioners for approval. In the event that the Board of Directors does not submit the annual working plan, the previous annual working plan shall be executed.
   b. Prepare the Company’s accounting system based on internal control principles, in particular separation of the management, recording, storing and supervision functions;
   c. Convene an Annual GMS and extraordinary GMS as stipulated in the applicable regulations and articles of association.
   d. Prepare the Shareholders list, special list, minutes of GMS, and minutes of Board of Directors’ meetings;
   e. Prepare the annual report and financial report of the Company;
    f. Maintain all lists, minutes, and financial documents of the Company; and
   g. Prepare report to the Company regarding the shares owned by the respective member of the Board of Directors, and/or their relatives, in the Company to be further registered in the special list.
4. Board of Directors shall be held jointly and severally liable for the losses of the Company caused by their gross negligence or willful misconduct in the performance of their duties. Nevertheless, any Director who fails to comply with the shareholding reporting requirements set out in the Board Charter shall be individually responsible for the losses caused to the Company as a result thereof.
5. Members of the Board of Directors shall not be responsible for losses of the Company where:
   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 purposes and objectives of the Company;
   c. They had no conflict of interest directly or indirectly which resulted the losses suffered by the Company; and
   d. They had taken reasonable preventive actions against such losses arising or continuing.

Duties and Responsibilities of the Board of Directors
To optimally perform its duties and responsibilities, the Board of Directors divides the duties and responsibilities to each member of Board of Directors according to each one’s expertise, reviews and updates the division of roles and responsibilities from time to time.

The division of duties and responsibilities of the Board of Directors in 2019 are:



The Board of Directors has the authorities as set out in the Board Charter and the Company’s Articles and Association, which includes:
1. The Board of Directors shall be responsible for the management of the Company in accordance with the Company’s policies in furtherance of the Company’s aims and objectives.
2. The Board of Directors shall have authority to do the following:
   a. determining, maintaining and managing the Company’s policies;
   b. managing the Company’s manpower, including the determination of the salaries, pensions and other benefits of Company’s employees in accordance with the prevailing regulation and/or resolution of the GMS (if any);
   c. appointing and dismissing the Company’s employees in accordance with the prevailing regulations;
   d. delegating the Board of Directors’ authority to represent the Company to one or several member(s) of the Board of Directors specially appointed for such purpose or to one or more of the Company’s employee(s), whether individually or jointly with another person or body; and
   e. performing such other acts in accordance with the guidance and recommendations of the Board of Commissioners.
3. Member of Board of Director is authorized to represent the Company, except in the matter of:
   a. have a dispute with the Company; or
   b. have a conflict of interest with the Company, in which case, the party authorized to represent the Company shall be:
        • other member of Board of Director without any conflict of interest with the Company; or
        • the Board of Commissioners, if all members of the Board of Directors have a conflict of interest with the Company; or
        • such other party appointed by the GMS if all members of the Board of Directors and the Board of Commissioners have a conflict of interest with the Company.

In addition to regulating the authority of the Board of Directors, the Board Charter and the Company’s Articles of Association also limits the authority of the Company’s Board of Directors, as follows:
1. to borrow or lend money for and on behalf of the Company exceeding USD20 million or an equivalent amount in other currencies in a single transaction;
2. to purchase, sell or in any other manner acquire or release the right to immovable goods including buildings and rights to land, if the value of each transaction exceeds USD5 million or an equivalent amount in other currencies;
3. to pledge or put up as collateral the Company’s assets as debt guarantee for non-operational transactions exceeding USD20 million or an equivalent amount in other currencies;
4. to bind the Company as guarantor/insurer;
5. to establish a subsidiary with authorized capital exceeding USD5 million or an equivalent amount in other currencies;
6. to take part or participate in another company or legal entity or establish a new company having authorized capital exceeding USD5 million or an equivalent amount in other currencies;
7. to release part or all of the Company investments in another company or legal entity for a transaction value of more than USD5 million or an equivalent amount in other currencies.

If the limitations of authority are exceeded, the Board of Directors shall obtain the prior approval of the Board of Commissioners in accordance with the Company’s Articles of Association.

Independency of the Board of Directors

In carrying out its duties and responsibilities, the Board of Directors acts independently and is free from the interests of any party. The independence of the Board of Directors of the Company is also evident from the share ownership of members of the Board of Directors and concurrent positions of members of the Board of Directors. The Company requires members of the Board of Directors to disclose their share ownership in a report that is updated annually.

Share ownership of Board of Directors

Board of Directors Concurrent Positions

The concurrent position of the Board of Directors as similarly applied to the Board of Commissioners refers to the provisions on concurrent position of the Board of Directors of Article 6, POJK No. 33 as stipulated in the Board Manual of Board of Directors and Board of Commissioners.

This regulation stipulates that members of Board of Directors may have concurrent position under the following provisions:
1. as a member of Board of Directors at no more than one other issuer or public company;
2. as a member of Board of Commissioners at no more than three other issuers or public companies; and/or
3. as a member of committee at no more than five committees at issuers or public companies, in which the related Director also serves as a member of Board of Directors or a member of Board of Commissioners.

Information related to members of the Board of Directors’ other concurrent positions in Indocement are as follows:




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