Directors
The Board of Directors Charter
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1. MAIN REFERENCES
1.1 Law of Republic Indonesia No. 40 year 2007 regarding "Limited Liability Company".
1.2. Law and/or capital market regulations
1.2.1. Decision of the Chairman of the Capital Market Supervisory Agency ["Bapepam"] No. KEP - 13/PM/1997 dated
April 30, 1997 regarding Rules of Bapepam No. IX.J.1 about "The Principles of Company’s Articles of Association That Makes Equity Public Offering And Public Company".
1.2.2. Decision of the Chairman of Bapepam No. KEP – 45/PM/2004 dated November 29, 2004 regarding Rules of Bapepam No. IX.I.6 about "Board of Directors and Board of Directors / Director of the Issuers and Public Companies".
1.2.3. Decision of the Board of Directors of Jakarta Stock Exchange [“JSX"] No. Kep-305/BEJ/07-2004 (Annex II) dated July 19, 2004 Jo JSX Board of Directors Decision No. Kep-339/BEJ/07-2001 dated July 20, 2001 about "Recording of Securities Regulation Number I-A" item C of the "Board of Directors / Independent Directors, the Audit Committee and Corporate Secretary".
1.3. Articles of Association of the Company.
2. DEFINITION
Board of Directors is the organ of a company that has an important role in running the company, because of that the Board of Directors must implement the principles of good corporate governance in each company's activities at all levels or levels of the organization. They are fully responsible for the lead, and take care of companies both in the formulation of corporate strategy, setting policies, up to daily management of operational activities in accordance with the purposes and objectives of the company.
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3. PURPOSE
3.1. Board of Directors in charge of managing and leading the Company include the planning process and determine
strategies in accordance with the vision and mission set and approved by Shareholders, the execution of operational activities and administrative activities and other support, recording and reporting the results of operational activities conducted through the financial statements, management reports and other reports.
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3.2. Board of Directors of the Company to carry out the maintenance of the interests of the Company and in accordance with the purposes and objectives of the Company (the Company's Articles of Association Article 18 Paragraph 1)
3.3. Take action and act in accordance with the principles of good corporate governance such the principles of transparency, accountability, liability, independence, and fairness and equality; in accordance with ethical standards and values prevailing in the Company.
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4. ORGANIZATION
4.1. Membership
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4.1.1. The Company managed and lead by the Board of Directors, which consists of at least 5 (five) members, with the following composition:
a. A President Director
b. A Vice President Director
c. At least 3 (three) Directors
(Articles of Association of the Company Article 17 Paragraph 1)
4.1.2. Members of the Board of Directors appointed by the General Shareholder’s Meeting for the period specified in the General Shareholder’s Meeting which was appointed member of the Board of Directors until the closing of the 3rd (third) General Shareholder’s Meeting, held after the General Shareholder’s Meeting in which members of the Board of Directors be appointed. (Articles of Association of the Company Article 17 Paragraph 2)
4.1.3. At least 1 (one) members of the Board of Directors is a director who is not affiliated. (Decision of the Board of Directors "JSX" No. Kep-305/BEJ/07-2004, provision III.1.5)
4.1.4. The division of duties and authority of each member of the Board of Directors determined by the General Shareholder’s Meeting. If the General Shareholder’s Meeting do not specify this, it will be determined based on the decision of the Board of Directors. (Association of the Company Article 18 Paragraph 7)
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4.1.5. One of the Directors of the Company shall carry out the functions of Corporate Secretary. In the case of the Corporate Secretary is not a director of the Company, the Board of Directors shall be responsible for any information submitted by the Corporate Secretary. (Decision of the Board of Directors "JSX" No.Kep-305/BEJ/07-2004, Annex II Provisions C.13 and C.14)
4.1.6. Members of Board of Directors whose period has expired may be reappointed. (Articles of Association of the Company Article 17 Paragraph 3)
4.1.7. General Shareholder’s Meeting at any time has the right to appoint someone as a member of the Board of Directors to replace the dismissed members of the Board of Directors or in the event of a vacancy, or to increase the number of Board members who served. (Articles of Association of the Company Article 17 Paragraph 5)
4.1.8. Period of the appointed members of the Board of Directors to replace the dismissed members of the Board of Directors or to fill a vacancy or to increase the number of Board members who served, is equal to the remaining period of the replaced members of the Board of Directors or other Board members in office. (Articles of Association of the Company Article 17 Paragraph 5)
4.1.9. Member of The Board of Directors may resign from office by sending written notice to the Company at least 30 (thirty) days before the date of his resignation, unless if General Shareholder’s Meeting approving another time period for filing such resignation. The resignation shall effective from the date mentioned in the notice of resignation that submitted in accordance with the provisions or other date determined by the General Shareholder’s Meeting.
4.1.10. Members of the Board of Directors shall be released from responsibility for acts committed during serving member of the Board of Directors if and to the date of General Shareholder’s Meeting releasing The Board of Directors members from all responsibility. (Articles of Association of the Company Article 17 Paragraph 6)
4.1.11. If the Board of Directors has a vacant positions, namely the number of Board members who served less than 5 (five) person, then within 3 (three) months from the vacancy shall be held the General Shareholder’s Meeting to fill these vacancies. (Articles of Association of the Company Article 17 Paragraph 9)
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4.2. Membership Requirements
4.2.1. The person who can be appointed as Director are individuals that have characters and good morals, able to perform legal acts, have never been declared bankrupt or become a member of the Board of Directors or Board of Commissioners who were found guilty cause a company is declared bankrupt within 5 (five) years prior to appointment, and was never punished for a crime that the State's financial disadvantage and / or criminal acts in the financial sector within 5 (five) years prior to appointment. (1.) Law No. 40 year of 2007 regarding Limited Liability Companies paragraph 93) and (2) Decree of Bapepam chairman. No. KEP-45/PM/2004 dated November 29, 2004 about Regulation of Bapepam No.IX.I.6 Bapepam on "Directors and Commissioners of the Issuer and the Public Company" Provision No.1)
4.2.2. Never be dismissed with no respect from a job within 5 (five) years. (Decision of the Board of Directors "JSX" No. Kep-305/BEJ/07-2004, provisions III.1.10.4)
4.2.3. Not in indulgency. (Decision of the Board of Directors "JSX" No. Kep-305/BEJ/07-2004, Provision III.1.10.5)
4.2.4. Requirements and technical criteria of the Board of Directors determined by Meeting of the Board of
Commissioners to consider the need for achieving the vision, mission and strategy of the Company.
4.2.5. Independence requirements of member of the Board of Directors:
4.2.5.1. Members of the Board of Directors may not be concurrently which can cause conflicts of interest directly or indirectly with the Company's lead.
4.2.6. Special requirements for the Board of Directors who is not affiliated is as follows:
4.2.6.1. Does not have affiliation with the Controlling Shareholders of the Company for at least 6 (six) months prior
to appointment as not affiliated Director. (Decision of the Board of Directors "JSX" No. Kep-305/BEJ/07-2004, provision III.1.6. 1)
4.2.6.2. Does not have affiliation with the Board of Commissioners or other member of Board of Directors of the Company. (Decision of the Board of Directors "JSX" No. Kep-305/BEJ/07-2004, provisions III.1.6.2)
4.2.6.3. Does not work as well as the Board of Directors of the other companies. (Decree of Directors "JSX" No.
Kep-305/BEJ/07-2004, provisions III.1.6.3)
4.2.6.4. Doesn’t have a position in the capital markets supporting professions that services are used by the
Company for 6 (six) months prior to appointment as Director (Board Decision "JSX" No. Kep-305/BEJ/07-2004, provisions III.1.6.4 )
4.3. Nominated Member of the Board of Directors
Members of the Board of Directors selected by the selection and nomination process conducted by the Nomination and Remuneration Committee that appointed or assigned by the Board of Commissioners meeting. The results of the selection process must be submitted to the Shareholders to be decided and set in the General Shareholder’s Meeting.
4.4. Duty Period
4.4.1. Period of members of the Board of Directors shall be expired by itself, if the member of the Board of Directors (Articles of Association of the Company Article 17 Paragraph 7):
4.4.1.1. Declared bankrupt or under indulgency based on a court decision or determination of the certain
strength;
4.4.1.2. Dismissed based on the General Shareholder’s Meeting's decision;
4.4.1.3. No longer eligible to become members of the Board of Directors based on prevailing laws and regulations;
4.4.1.4. Resign by written notice in accordance with applicable regulations;
4.4.1.5. Passed away.
4.5. Working principles
4.5.1. Members of the Board of Directors is prohibited, whether directly or indirectly to make untrue statements of material facts or does not disclose material facts to the statements made not misleading about the state of the Company's happening at the time the statement was made. (Decision of the Chairman of Bapepam No. KEP-45/PM / 2004 November 29, 2004 concerning the rules of Bapepam No. IX.I.6 on "Board of Directors and Board of Directors / Director of the Issuer Public Company and" provision No. 3)
4.5.2. Members of the Board of Directors is responsible individually or joint responsibility for any losses of other party
as a result of violation of the principles of work principle No. 1 above, but Members of the Board of Directors can not be held responsible individually or joint responsibility if the Board of Directors Member concerned has been careful in determining that the statement is true and not misleading. (Decision of the Chairman of Bapepam No. KEP - 45/PM/2004 November 29, 2004 regarding Bapepam No. IX.I.6 on "Board of Directors and Board of Directors / Director of the Issuers and Public Companies " provisions No. 4 and 5)
4.5.3. Maintaining order to avoid a conflict of interest. All the conflicts of interest at hand or potential conflicts of interest must be disclosed in full disclosure and should have taken reasonable action.
4.5.4. Disclosure of conflicts of interest should be done periodically in the annual report and the conflict of interest declaration in accordance with the Company specified format.
4.5.5. If in a case or transaction which the Company has an interest in conflict with private interests of a member of
the Board of Directors, then the case or transaction will be represented by 2 (two) members of the Board of Directors who have no interest in the transaction; if in a case or transaction which the Company has an interest contrary to the interests of all members of the Board of Directors, then it represented by the Company's Board of Commissioners. (Articles of Association of the Company Article 18 paragraph 8)
4.5.6. Uphold the independence, objectivity, integrity, dedication, professional competence, commitment and consistency.
4.5.7. Encouraging the implementation of good corporate governance.
4.5.8. Comply with all applicable legislation and/or regulations.
4.5.9. Managing administrative jobs well.
4.5.10. Running disclosure of information mandated by all the prevailing laws and/or regulations by remains becoming confidential information of the Company or the things listed in the confidentiality agreement involving the Company with the other.
4.5.11. Not seek personal return and/or for purposes of other insider trading from such information.
4.5.12. Understanding of the values, mission, the Company's Long Term Plan, and reflect to important issues throughout the year.
4.5.13. Active participation in meetings, including the ability to communicate, giving arguments and providing solutions on strategic issues of the Company and implement it in the Company's operating activities.
4.5.14. Ability in following recent cases and the developments that affecting the Company's operations, and using such information to enhance and direct the Company's performance, not only from year to year, but also in the long term.
4.5.15. Respect the decisions taken by the General Shareholder’s Meeting, the Board of Commissioners, committees established by the Board of Commissioners, and Board of Directors in accordance with their respective functions.
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5. AUTORIZATION
5.1. Board of Directors to be entitled to represent the Company inside and outside the court about everything and in any
event, binding the Company with other parties and other parties with the Company, and to execute all the actions of both management and ownership, but with restrictions (Articles of Association of the Company Article 18 Paragraph 2) to perform the action below, the Board of Directors must receive prior written approval from the Board of Commissioners (Articles of Association of the Company Article 18 Paragraph 2.A, and B):
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5.1.1. To borrow or lend money for and on behalf of the Company; (Articles of Association of the Company Article 18 Paragraph 2.Aa)
5.1.2. To purchase or otherwise acquire plots of land and or buildings or a Company; (Articles of Association of the Company Article 18 Paragraph 2.Ab)
5.1.3. To sell or otherwise transfer or release the right, plots of land and or buildings or companies owned by the
Company; (Articles of Association of the Company Article 18 Paragraph 2.Ac)
5.1.4. To mortgage or otherwise pledge the goods or property of the Company; (Articles of Association of the
Company Article 18 paragraph 2.Ad)
5.1.5. To borrow or a guarantor, or otherwise responsible for, the other party debt; (Articles of Association of the Company Article 18 Paragraph 2.Ae)
5.1.6. To establish and run other businesses; (Articles of Association of the Company Article 18 paragraph 2.Af)
5.1.7. To establish, take part or participate in a Company or other legal entity; (Articles of Association of the Company Article 18 Paragraph 2.Ag)
5.1.8. To divert part or all of the Company's participation in the Company or other legal entity, (Articles of Association of the Company Article 18 Paragraph 2.Ah)
5.1.9. To issue bonds or debt to the public recognition, the Board of Directors requires prior written approval of the Company Shareholders.
(Association of the Company Article 18 Paragraph 2.B)
5.2. President Director and Vice President Director jointly entitled and authorized to act for and on behalf of the Board of Directors and represent the Company. (Articles of Association of the Company Article 18 Paragraph 5)
5.3. In the event that President or Vice President is absent or unavailable for whatever reason, things which do not have to prove to a third party, the members of the Board of Directors appointed in writing by the President Director or Vice President who is absent or unable to act for and on behalf of President Director or Vice President Director concerned. (Articles of Association of the Company Article 18 Paragraph 5)
5.4. The Board of Directors entitled to appoint one or more officers of the Company to perform certain acts with the authority set out in the letter of authority. The Board of Directors reserves the right at any time revoke such proxy. (Articles of Association of the Company Article 18 Paragraph 6)
5.5. In doing his duty, if necessary the Board of Directors may request the assistance of a professional / independent consultant on corporate expenses.
6. DUTIES AND RESPONSIBILITIES
6.1. Some of the duties and responsibilities of the Board of Directors may be implemented by a director appointed.
6.2. Board of Directors
6.2.1. Lead, manage and control the Company in accordance with the Company's vision and mission and continuously improve operational efficiency and effectiveness of the Company.
6.2.2. Maintain and manage the wealth of the Company.
6.2.3. Provides strategies and development plans of the Company in accordance with the Company's vision and
mission set forth in the Company's Long-Term Plan, Work Plan and Annual Budget of the Company and other plans related to implementation and operations of the Company's business and convey to the Board of Commissioners to get ratification.
6.2.4. Managing the Company with the principles of good corporate governance.
6.2.5. Implement strategies and plans of the Company through the development of good operational activities.
6.2.6. Conducting integrated and effective internal control system.
6.3. President Director
6.3.1. Setting the strategy and operational direction also execution of corporate duties and field marketing division, Internal Audit and Corporate Secretary.
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6.3.2. Evaluate and control the corporate job and business units so that all activities run in accordance with the strategies, programs and policies set forth and the regulations and existing law.
6.3.3. Coordinate the management and financial reporting on a regular basis and analysis of the report to be submitted to the Board of Commissioners.
6.3.4. Coordinate reporting of important events and / or material transactions which occur in the operation of the Company to be submitted to the Board of Commissioners.
6.3.5. To take operational decisions in accordance with the corporate vision, mission and strategy of the Company with respect to the limits of authority granted in accordance with the Board of Commissioners Meeting.
6.3.6. Coordinate the implementation and / or follow-up of the Board of Commissioners Meetings inputs and submit periodical reports on implementation progress.
6.4. Operational Director
6.4.1. Leading the implementation of the daily operational tasks of strategic planning of research and development, production, safety, environment and maintenance also engineering.
6.4.2. Coordinate the implementation of the operational tasks of the business unit.
6.4.3. Evaluate and control the operational tasks that all activities run in accordance with the strategic, program and policies set forth and heed the rules and regulations apply.
6.5. Finance Director
6.5.1. Lead and coordinate the implementation of tasks of treasury, Investment and Funding, Accounting and Finance, Budget and Corporate taxation.
6.5.2. Evaluating and controlling the tasks specified in point 6.5.1 that all activities run in accordance with the strategies, programs and policies set forth and heed the rules and regulations applied.
6.5.3. Preparing financial statements according to accounting principles applicable and relevant regulations.
6.5.4. Preparing management financial statements periodically that can support decision making properly.
6.5.5. Reporting to the Board of Directors, the Audit Committee and Board of Commissioners for the change in accounting principles applied in the Company's financial statements.
6.5.6. Identifying deviations (variance) of the budget and financial plan of Company and prepare analysis of the cause and the impact of irregularities.
6.5.7. Develop internal control in the preparation of financial statements that enable the Board of Directors and Board of Commissioners to make a statement on the completeness of the existing internal controls in the Annual Financial Report submitted to relevant authorities and the public.
6.6. General and Human Resources (HR) Director
6.6.1. Preparing human resources strategy that ensures sustainability of the Company’s business in general and
maintain as well as to develop a human resource capacity which is an asset of the Company.
6.6.2. Leading the daily execution of legal, organizational and human resource management, community development, health and public services.
6.6.3. Coordinate the implementation of the operational tasks common field of human resources of the Company as a whole (company wide) to fit the strategy, programs and policies that have been established and regulations.
6.6.4. Setting the strategy and management policy as well as security of the Company assets include maintaining
records of the Company owned assets, ensuring the adequacy of insurance and ensure the adequacy of internal controls over the use and access to assets of the Company.
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6.7. Development Director
6.7.1. Coordinate the establishment of long term strategic business development in accordance with the vision and mission of the Company with respect to business risk both in macro and micro factors is as well as the Company's external and internal.
6.7.2. Setting the strategy of short-term business development of the Company in accordance with the determination of long-term strategy to ensure optimization of achieving both short-and long-term.
6.7.3. Leading the implementation of the daily operational tasks of strategic planning of business development, exploration, business feasibility studies, project development facilities and infrastructure development efforts and research facilities operational methods of business.
6.7.4. Evaluating and controlling the implementation of corporate operational tasks that all activities run in accordance with the strategies, programs and policies set forth and the applicable regulations.
6.7.5. Report any changes or operational deviation to a predetermined plan and make analysis of the cause, the impact of short-term and long-term and appropriate alternative solutions.
6.7.6. Preparing long-term change in plans for operational changes or significant deviations caused by both internal and external factors of the Company.
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7. WORKING MECHANISM
7.1. Meetings
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7.1.1. Board of Directors Meeting
7.1.1.1. Board of Directors meeting may be held any time if deemed necessary by the President Director or by at least 2 (two) members of the Board of Directors or the written request of the Board Of Commissioners. (Articles of Association of the Company Article 19 Paragraph 1)
7.1.1.2. Meetings call conducted by members of the Board of Directors who has the right to represent the Board of Directors according to the provisions of Articles Association of the Company. (Articles of Association of the Company Article 19 Paragraph 2)
7.1.1.3. If all members of the Board of Directors present and / or represented, then the call to organize meetings as defined above is not required and meetings can be held anywhere and has the right to make legal decisions and improvement. (Articles of Association of the Company Article 19 Paragraph 4)
7.1.1.4. Board of Directors meeting chaired by the President, if the President Director can not be present or absent, the meeting will be chaired by the Vice President Director. If the Vice President Director is absent or incapacitated then the meeting will be led by and from among members of the Board of Directors who attended the meeting. (Articles of Association of the Company Article 19 Paragraph 5)
7.1.1.5. A member of the Board of Directors may be represented in the Board of Directors meeting only by other member of the Board of Directors on the basis of a power of attorney. (Articles of Association of the Company Article 19 Paragraph 6)
7.1.1.6. Board of Directors meeting shall be legal and entitled to legally binding decisions only if more than 2/3 (two thirds) of the total number of Directors present and/or represented in the meeting and calling for a meeting has been conducted in accordance with the provisions of the Articles of Association of the Company. (Articles of Association of the Company Article 19 Paragraph 7)
7.1.1.7. Decision of Board of Directors Meeting should be taken on the basis of deliberation to reach a consensus. If the decision based on the deliberation to reach a consensus is not reached, the decision taken by vote by affirmative votes of at least 3/4 (three quarters) of the number of members of the Board of Directors who are present and/or represented in the meeting. (Articles of Association of the Company Article 19 Paragraph 8)
7.1.1.8. Treatise meetings made by someone who attended the meeting and appointed by the Chairman of the meeting and later signed by the Chairman of the Meeting and a member of the Board of Directors meeting whose designated for that purpose, to provide certainty about the completeness and truth of these treatises Meeting. (Articles of Association of the Company Article 19 Paragraph 10)
7.1.1.9. Original treatise of any meetings must be kept in the annual collection by the Company and should be available when requested by any member of the Board of Directors and Board of Commissioners.
7.1.1.10. If the Board of Directors meeting will take the resolution, the meeting may include Notary. Notary create and validate Treatise Resolution. If meetings are not attended by a Notary, News Treatise resolution can be prepared by a member of the Board of Directors who were present and signed by all members present to the Board of Directors subsequently authorized by the Notary.
7.1.1.11. Meeting of the Board of Directors may invite the Board of Commissioners.
7.1.1.12. The annual report must contain the number of Directors meetings.
7.1.2. Board of Directors Meeting with Board of Commissioners
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7.1.2.1. Held at least 4 (four) times a year.
7.1.2.2. When at any time if necessary.
7.2. Reporting
7.2.1. Board of Directors Periodic Report
7.2.1.1. Board of Directors prepares Annual Financial Report in accordance with applicable accounting principles and related regulations issued by Bapepam and IDX. Annual Financial Report is audited by Public Accountant Office appointed.
7.2.1.2. Prepared quarterly financial statements in accordance with accepted accounting principles and related regulations issued by the Bapepam-LK and IDX.
7.2.1.3. Board of Directors prepares Annual Reports Board of Directors which review of the Company's
performance and the achievement of strategy and the Work Plan and the Company's Annual Budget.
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7.2.1.4. Annual Report of Board of Directors signed by all members of the Board of Directors.
7.2.1.5. Board of Directors prepare Monthly Board of Directors’ report reviewing the performance and operational achievements of the Company and report deviations (variance), a significant problem and the operational plan the next two months.
7.2.2. Non Periodic Board of Directors Report Non - Recurring Directors Report
Board of Directors prepare a report to the Board of Commissioners if in running of the operational and strategic of the Company, the Board of Directors identify/find things which material/significant risks affecting the achievement of the Work Plan and Annual Budget, Long-Term Plan of the Company and/or strategies of the Company. (Risk Identification & Reporting)
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8. CONFIDENTIALITY AND INSIDER INFORMATION
8.1. Confidential information obtained while serving as a member of the Board of Directors must remain confidential in
accordance with the prevailing laws and/or regulations.
8.2. Members of the Board of Directors are prohibited from abusing important information relating to the Company for personal benefit.
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9. PERFORMANCE EVALUATION AND REMUNERATION OF DIRECTORS
9.1. Performance Evaluation
9.1.1. The Board of Directors Performance Evaluation conducted by the Board of Commissioners by the Nomination and Remuneration Committee to be proposed in the General Shareholder’s Meeting.
9.1.2. The Board of Directors performance assessment based on criteria established and approved by the Board of Directors and the Nomination and Remuneration Committee at the beginning of each fiscal year (for the Work Plan and Annual Budget) or the beginning of the period of office (for the Company's Long-Term Plan).
9.1.3. Performance Appraisal Board of Directors are generally based on; but not limited to the following:
9.1.3.1. Collective performance of Directors of the Company's achievement of performance in accordance with the Work Plan and Annual Budget and the Company's Long Term Plan and/or other criteria specified.
9.1.3.2. The contribution of individual Directors refers to Appointment Agreement and/or other criteria agreed upon.
9.1.3.3. Implementation of the principles of good corporate governance.
9.1.3.4. Active participation in meetings and decision-making processes including the ability to communicate and provide feedback and solutions on strategic and operational issues of the Company.
9.1.3.5. Ability of the Board of Directors in identifying, anticipating and responding to these things and the latest developments affecting the risk of achieving the Company's performance both short-and long-term.
9.2. Self Assessment
9.2.1. Directors must carry out self-assessment once every year or other periodic basis as needed. Self Assessment will be one input for the Nomination and Remuneration Committee to evaluate the performance of the Board of Directors.
9.2.2. The things that can be used as a benchmark in conducting self-assessment is as follows:
9.2.2.1. Assessing the completeness of the Board of Directors Charter once every year.
9.2.2.2. Assess whether the Board of Directors has been conducting the duties and responsibilities are covered in the Board of Directors Charter.
9.2.3. Assess whether the Board of Directors has performed its task in accordance with the mechanism, which includes meetings and reporting, as covered in the Board of Directors Charter.