Guidelines for Directors and Board of Commissioners
- Corporate
- Corporate Governance
- Guidelines for Directors and Board of Commissioners
Work Guidelines for the Board of Directors of PT Adiwarna Anugerah Abadi
Legal Basis
The legal basis for the preparation of these Board of Directors Work Guidelines
is based on:
a. Law No. 40 of 2007 concerning Limited Liability Companies (UUPT)
b. Financial Services Authority Regulation No. 33/POJK.04/2024
c. Articles of Association of PT Adiwarna Anugerah Abadi.
Composition and Criteria of the Board of Directors
a. The Board of Directors of the Company shall consist of at least 3 (three) members, with 1 (one) member being an Independent Director and 1 (one) member being appointed as President Director.
b. Indonesian citizens and/or foreign nationals who meet the requirements to be appointed as members of the Board of Directors of the Company in accordance with the provisions of the Financial Services Authority Regulations and other applicable laws and regulations.
c. Possess good character, morals, integrity, and reputation, meaning that they have never been involved in fraud, misconduct, breach of contract, or other acts that are detrimental to the Company.
d. Within 5 (five) years prior to appointment and during their term of office:
– Have never been convicted of a criminal offense.
– Never had experience as a Director who failed to hold an Annual General Meeting of Shareholders.
– Never been declared bankrupt by a court.
e. Be of good character and have the ability to develop the business for the advancement of the Company.
f. Possess competence.
g. Possess adequate and relevant knowledge and experience for the position.
h. Specifically for Independent Directors, the following criteria apply:
– Has no affiliation with the Company’s controlling party for at least 6 (six) months prior to appointment as an Independent Director.
– Has no affiliation with other Commissioners or Directors.
– Does not hold the position of Director in another company.
Appointment and Term of Office of the Board of Directors
a. The Nomination and Remuneration Committee identifies and provides recommendations to the Board of Commissioners regarding the composition of
board member positions and proposes qualified candidates for board membership to be presented at the General Meeting of Shareholders (GMS).
b. The Board of Commissioners presents the names of qualified candidates for board membership at the General Meeting of Shareholders (GMS) for approval.
c. Members of the Board of Directors are appointed for a term starting from the date of their appointment until the closing of the Annual General Meeting of Shareholders
(AGMS) in the following 5th (fifth) year, without prejudice to the right to dismiss them at any time.
d. Members of the Board of Directors may be temporarily dismissed by the Commissioner.
e. Within 60 (sixty) days of a vacancy arising for one or all directors, a General Meeting of Shareholders (GMS) must be held to fill the vacancy, in accordance with the provisions of the applicable laws and regulations and the Articles of Association of the Company, and appointed for a term corresponding to the remaining term of office of the other directors in office.
f. If a Director position is vacant, it shall be temporarily filled by a member of the Board of Commissioners appointed by the Board of Commissioners meeting.
g. A Director has the right to resign from his/her position and must submit a written resignation request to the Company at least 90 (ninety) days prior to the resignation date.
h. The Company is required to hold a General Meeting of Shareholders (GMS) to decide on the resignation request of a member of the Board of Directors within a maximum period of 90 (ninety) days from the receipt of the resignation letter. If this is not done within the specified period, the resignation of the member of the Board of Directors becomes valid without requiring the approval of the GMS. The member of the Board of Directors who resigns as mentioned above may still be held accountable as a member of the Board of Directors until the time of his/her resignation at the next General Meeting of Shareholders (GMS).
i. The position of a member of the Board of Directors shall terminate if the member resigns, no longer meets the requirements of the Financial Services Authority (OJK) Regulations and other applicable laws and regulations, is removed by a resolution of the General Meeting of Shareholders (GMS), or if the member passes away.
Duties, Responsibilities, and Authorities of the Board of Directors
a. The Board of Directors is responsible for managing and overseeing the Company’s affairs in accordance with the Company’s objectives and purposes as set forth in the Articles of Association.
b. Each member of the Board of Directors shall perform their duties and responsibilities in good faith, with due care and diligence.
c. The Board of Directors is required to hold an Annual General Meeting of Shareholders (AGMS) and other General Meetings of Shareholders (GMS) as regulated by applicable laws and regulations and the Articles of Association.
d. The Board of Directors is authorized to represent the Company in and out of court regarding all matters binding the Company to third parties. However, this authority is subject to the following limitations:
– To borrow money on behalf of the Board of Directors
– To bind the Company as a guarantor (Borg/Avalist)
– To establish subsidiaries
– To take part or participate in a Company or other Legal Entity or to establish a new Company.
– To enter into agreements on behalf of the Company with a term exceeding 1 (one) year and a value exceeding 5% (five percent) of the Company’s total revenue, which must be approved by the Board of Commissioners.
e. The Board of Directors must submit a work plan, including the Company’s annual budget, to the Board of Commissioners for approval before the fiscal year begins.
f. The Board of Directors must announce in two daily newspapers published or circulated at the Company’s registered office or place of business, such as on the Company’s website, any plans for a merger, consolidation, acquisition, or division of the Company at least 14 days before the convening of the General Meeting of Shareholders (GMS).
g. The duties, responsibilities, and authorities of each member of the Board of Directors shall be regulated by the Board of Directors in a Board of Directors’ Decision, along with any subsequent amendments from time to time.
Values
Each member of the Board of Directors must comply with the values applicable in the Company, including the following:
– Possess integrity
– Demonstrate commitment
– Be able to collaborate effectively as part of a team
– Communicate honestly and openly
– Trust and respect other members of the Board of Directors
– Be able to fully utilize their abilities to achieve the Company’s Vision and Mission
– Perform duties with good faith
– Act with full responsibility and caution in carrying out their duties
Working Hours
Each member of the board of directors is required to devote sufficient time to perform their duties and responsibilities optimally.
Board Meeting
a. Board of Directors meetings must be held at least once every month.
b. The Board of Directors must hold joint meetings with the Board of Commissioners at least once every four months.
c. The Board of Directors must schedule Board of Directors Meetings for the following year before the end of the fiscal year and submit the materials to be presented to members no later than 5 (five) days before the meeting is held.
d. In the event that a meeting is held outside of the scheduled time, the Board of Directors must submit the meeting materials to the members of the Board of Directors no later than before the meeting is held.
e. The Board of Directors Meeting shall be convened by a member of the Board of Directors who is authorized to act on behalf of the Board of Directors in accordance with the provisions of the Articles of Association.
f. The Board of Directors Meeting shall be held at the Company’s registered office or place of business.
g. A director who is unable to attend may be represented by another member of the Board of Directors with a formal power of attorney issued by the director who is unable to attend.
h. A Board of Directors meeting is valid and entitled to make binding decisions if more than half (½) of the members of the Board of Directors are present or represented at the meeting.
i. Decisions of the Board of Directors Meeting must be made by consensus.
j. If no consensus is reached in the meeting decision, a vote may be taken by the members of the Board of Directors attending the meeting.
k. The Board of Directors Meeting may be conducted via teleconference, video conference, or other electronic means that allow all members to see or hear each other to conduct the Board of Directors Meeting.
l. The results of the meeting must be documented in writing, signed by all members present, and communicated to all members of the Board of Directors.
m. If a member of the Board of Directors does not sign the meeting minutes, that member must provide a written explanation.
n. The Board of Directors may make a valid decision without holding a Board of Directors Meeting, provided that all members of the Board of Directors have been notified in writing and all members of the Board of Directors have given their written approval of the proposal by signing the approval. This decision shall have the same force as a decision made in a Board of Directors Meeting.
Reporting and Accountability
The Board of Directors manages the Company jointly and has the obligation to report on the performance of its duties to the shareholders through the General Meeting of Shareholders (GMS) and is jointly responsible for all legal actions taken on behalf of the Company.
The responsibilities that may be carried out by members of the Board of Directors include the following:
– Representing the Company in legal proceedings in the event of any matter related to litigation.
– Entering into agreements between the Company and third parties.
– Ensuring and guaranteeing the implementation of the Company’s business operations and activities in accordance with its objectives, purposes, and business activities.
– Establishing regulations regarding the Company’s personnel, and taking actions and measures related to the management and ownership of the Company’s assets.
– Preparing financial statements in accordance with financial accounting standards and submitting them to a public accountant for audit.
– Preparing an annual report.
– Providing explanations to the General Meeting of Shareholders regarding the annual report.
– Preparing the Company’s long-term plans, including work plans, annual budgets, and other work plans, and submitting them
to the Board of Commissioners for approval.
– Preparing the Company’s organizational structure, complete with details and duties.
– Carrying out other obligations in accordance with the Company’s articles of association and applicable laws and regulations.
Work Guidelines for the Board of Commissioners of PT Adiwarna Anugerah Abadi
Legal Basis
The legal basis for the preparation of these Board of Directors Work Guidelines
is based on:
d. Law No. 40 of 2007 concerning Limited Liability Companies (UUPT)
e. Financial Services Authority Regulation No. 33/POJK.04/2024
f. Articles of Association of PT Adiwarna Anugerah Abadi.
Composition and Criteria of the Board of Commissioners
i. The Company’s Board of Commissioners consists of at least 3 (three) members of the Board of Commissioners, with 1 (one) of the members of the Board of Commissioners being an Independent Commissioner and 1 (one) of the members of the Board of Directors being appointed as President Commissioner or Main Commissioner.
j. Indonesian citizens and/or foreign citizens who have met the requirements to be appointed as the Company’s Board of Commissioners
based on the Provisions of the Financial Services Authority Regulation and Other Laws and Regulations.
k. Independent Commissioners are not people who work or have the authority and responsibility to plan, lead, control or supervise the Company’s activities within the last 6 (six) months, except for reappointment as Independent Commissioners of the Company for the following Period.
l. Independent Commissioners are appointed based on the following:
– Does not have shares either directly or indirectly in the Company.
– Does not have an Affiliated relationship with the Company, Members of the Board of Commissioners, members of the Board of Directors, or major shareholders of the Company.
j. Never been a member of the Board of Commissioners who caused a Company to be declared bankrupt.
k. Never been punished/criminalized
l. Have good character and have potential and experience in life
m. Have good integrity and reputation.
n. Have good moral character.
o. Have competence and have commitment
Appointment and Term of Office
a. The Nomination and Remuneration Committee provides recommendations to the Board of Commissioners regarding the composition of the positions of members of the Board of Commissioners to be submitted at the General Meeting of Shareholders (GMS).
b. The Board of Commissioners submits the names of candidates for members of the Board of Commissioners who meet the requirements at the General Meeting of Shareholders (GMS) for approval.
c. Members of the Board of Commissioners are appointed for a period starting from their appointment until the Closing of the Annual General Meeting of Shareholders (GMS) in the following 5 (five) years, without prejudice to the right to be dismissed at any time.
d. Within a period of 60 (sixty) days for a vacant position of a member of the Board of Commissioners, a General Meeting of Shareholders (GMS) must be held to fill the vacancy by observing the provisions of the Law and the Company’s Articles of Association, and appointed for a period in accordance with the remaining positions of other members of the Board of Commissioners in office.
e. Members of the Board of Commissioners have the right to resign from their positions and are required to submit their application in writing to the Company at least 90 (ninety) days before the date of their resignation.
f. The Company is required to hold a General Meeting of Shareholders (GMS) to decide on the request for resignation of a member of the Board of Commissioners within a maximum period of 90 (Ninety) days from the receipt of the letter of resignation, if it is not implemented within the specified period, the resignation of the member of the Board of Commissioners becomes valid without requiring the approval of the GMS.
g. In the event that a member of the Board of Commissioners resigns resulting in the number of members of the Board of Commissioners each becoming less than 2 (two) people, then the resignation is valid if it has been determined by the GMS and a new Board of Commissioners has been appointed so that it meets the minimum requirements for the number of members of the Board of Commissioners.
h. The term of office of a member of the Board of Commissioners ends if the member of the Board of Commissioners resigns, no longer meets the requirements of the Financial Services Authority Regulation (POJK) and other laws and regulations, is dismissed based on the Decision of the General Meeting of Shareholders (GMS) and if the Member of the Board of Commissioners dies.
i. Independent Commissioners who have served for 2 (two) terms of office can be reappointed for the next period as long as the Independent Commissioner declares himself to remain Independent to the GMS.
Duties, Responsibilities and Authorities of the Board of Commissioners
a. The Board of Commissioners supervises management policies, provides advice to the Board of Directors and the Board of Commissioners is obliged to carry out its duties and responsibilities in good faith, with full responsibility and caution.
b. The Board of Commissioners has the right to obtain an explanation from the Board of Directors or each member of the Board of Directors regarding all matters required by the Board of Commissioners.
c. The Board of Commissioners is obliged to form an Audit Committee and may form other Committees.
d. The Board of Commissioners has the right to temporarily dismiss one or more members of the Board of Directors if the member of the Board of Directors acts or contradicts the Articles of Association and/or applicable laws and regulations and is detrimental to the intent and purpose of the Company and also violates his/her obligations as a member of the Board of Directors.
e. The process of temporarily dismissing a member of the Board of Directors, the Board of Commissioners must hold a GMS to revoke or strengthen
The decision on temporary dismissal is led by the President Commissioner and if he/she is not present, the GMS can be led by one of the other members of the Board of Commissioners appointed by the GMS and the summons must be made in accordance with the provisions.
f. The Board of Commissioners has the right to examine all Bookkeeping, Letters and other evidence, examine and match the state of cash and others and has the right to know all Actions that have been carried out by members of the Board of Directors. g. Related to the duties and responsibilities and authorities of each member of the Board of Commissioners will be regulated separately by the Board of Commissioners, in a Decision of the Board of Commissioners along with changes from time to time.
Values
Each member of the Board of Commissioners must comply with the values that apply in the company, namely having the values:
– Integrity
– Commitment
– Good teamwork
– Honest and open communication
– Trust and respect
– Creating Value
– Continuous improvement
– Deploying all their abilities to achieve the Company’s Vision and Mission
– Carrying out duties in good faith, with full responsibility and caution
– Always complying with applicable laws and regulations, including those related to the implementation of Good Corporate Governance and the Company’s Articles of Association.
Working Hours
Members of the Board of Commissioners are required to devote sufficient working time to perform their duties and responsibilities optimally.
Board of Commissioners Meeting
a. The Board of Commissioners shall hold a meeting at least once every two months.
b. The Board of Commissioners is required to hold a Joint Meeting with the Board of Directors at least once every four months. The meeting must be scheduled and communicated at least five days before the meeting is held.
c. If a meeting is held outside of the scheduled time, it must be communicated to the meeting participants at least before the meeting is held.
d. The Board of Commissioners meeting shall be convened by the Chief Commissioner. If the Chief Commissioner is unable to do so, another member of the Board of Commissioners shall be entitled to convene the meeting based on a power of attorney from the Chief Commissioner. The notice must include the agenda, date, time, and place of the meeting.
e. The Board of Commissioners meeting shall be held at the Company’s registered office or place of business.
f. If all members of the Board of Commissioners are present or represented, the prior notice is not required, and the Board of Commissioners meeting may be held anywhere and is entitled to make valid and binding decisions.
g. A member of the Board of Commissioners may be represented at a Board of Commissioners meeting only by another member of the Board of Commissioners based on a power of attorney.
h. A Board of Commissioners meeting is valid and has the right to make binding decisions if more than 1/2 (one-half) of the members of the Board of Commissioners are present.
i. Decisions of the Board of Commissioners meeting must be made by consensus; if this is not possible, they may be made by a vote based on the approval of more than 1/2 (one-half) of the members of the Board of Commissioners present.
j. If the votes are tied, the Chairman of the Board of Commissioners shall make the final decision.
k. Board of Commissioners meetings may be conducted via teleconference, video conference, or other electronic media that allow all participants to see and hear each other directly and adapt to the Board of Commissioners meeting.
l. The minutes of the Board of Commissioners meeting must be made in writing and signed by all members of the Board of Commissioners present, and then the minutes of the meeting must be submitted to all members of the Board of Commissioners.
m. If there are members who do not sign, they must provide their reasons in writing, which shall be included in the minutes of the meeting.
n. The Board of Commissioners may make a valid decision without holding a Board of Commissioners Meeting, provided that all members are notified in writing and all members give their written consent. Such a decision shall have the same legal force as a decision made validly in a Board of Commissioners Meeting.
Reporting and Accountability
The Board of Commissioners performs its functions and duties jointly and is required to report on its performance to shareholders through the General Meeting of Shareholders (GMS) and is responsible for the performance of the duties and obligations of the Board of Commissioners.
The responsibilities that can be carried out by the Board of Commissioners include the following:
– Providing advice to the Board of Directors in managing the Company.
– Forming an audit committee and other committees deemed necessary to assist the Board of Commissioners in performing its functions and duties.
– Temporarily suspending one or more members of the Board of Directors who violate their duties and responsibilities, act contrary
to the Articles of Association and/or applicable laws and regulations, and harm the Company, and must be notified in writing
along with the reasons.
– Must convene a General Meeting of Shareholders (GMS) within 90 (ninety) days from the date of the temporary suspension of the Board of Directors member.
– Provide opinions and approval on the Long-Term Plan, Work Plan, and Annual Budget. As well as other work plans and their amendments prepared by the Board of Directors.
– Propose to the GMS the appointment of a Public Accountant to conduct an audit of the Company’s books.
– Reviewing, analyzing, and responding to periodic reports and annual reports prepared by the Board of Directors, and signing the Annual Report.
– Providing explanations, opinions, and recommendations to the GMS regarding the Annual Report if requested.
– Submitting a report on the supervisory duties performed during the preceding fiscal year to the GMS.
– Ensuring that the Board of Directors has designed an appropriate risk management system to manage the Company’s main risks.
– Carrying out supervision through the committees that have been formed.
– Ensuring that the principles of Good Corporate Governance are implemented in all of the Company’s business activities.
– Carrying out other obligations in accordance with the provisions of laws and regulations, the Articles of Association, and GMS resolutions.
