The Board Of Commissioners
- Our ManagementBoard of Commisioners
Cosmas Batubara President Commissioner / Independent Commissioner
Wahyu Hidayat Independent Commissioner
Nicolaas Adrianus Vervelde Commissioner
Sumantri Slamet Independent Commissioner
Henricus Petrus van Zon Commissioner
Jasper Christiaan Hamaker Commissioner
The Board of Commissioners (“BOC”) supervises the management of the general course of the Company’s affairs and business operations by the Board of Directors and provides advice. In carrying out their duties, the members of the BOC act in the best interests of the Company and its stakeholders.
The members of the BOC are appointed by a General Meeting of Shareholders from the date determined at the AGMS until the closing of the third AGMS after the appointment of the members of the Board of Commissioners concerned. Upon expiration of this term, members may be re-appointed. In event of a substitution prior to the end of this term or the appointment of an individual as an additional member of the existing BOC, the new member of the BOC will serve for the remaining term of office of the other members still serving.
The GMS has the authority to dismiss a member of the Board of Commissioners before the expiration of their term if he or she: (a) cannot perform his/her duties properly, (b) does not implement the regulations and/or the corporate statutes, (c) is declared bankrupt or under remission based on a court decision, (d) is found guilty by a court decision which is legally binding, (e) resigns, or (f) passes away.
Pursuant to FSA Rule No. 55/POJK.04/2015 dated December 23, 2015 regarding the Establishment and Working Guidelines of the Audit Committee, an Independent Commissioner is a member of Board of Commissioners from outside of the Company who meets the following requirements:
- Has not worked for the Company nor had authority or responsibility to plan, lead, control and supervise the Company’s activities in the last six (6) months;
- Does not have shares in the Company, either directly or indirectly;
- Is not affiliated with the Company or any members of the Board of Commissioners, the Board of Directors, or major shareholders of the Company; and
- Does not have a business relationship, either directly or indirectly, related to the Company's business activities.
Every Independent Commissioner of the Company has fulfilled all the requirements above.
Independent Commissioners have an important role as they represent the public as a minority shareholder in monitoring the Company’s performance. Four out of eight (8) members of the Board of Commissioners are Independent Commissioners. Thus, the Company has complied with the FSA rule regarding the number of independent commissioners, namely that they must comprise at least 30% (thirty percent) of the members of the Board of Commissioners. One of the Independent Commissioners also serves as Chairman of the Audit Committee.
BOC Duties and Authority
The duties of the Board of Commissioners are as follows:
- To supervise the Board of Directors in managing and running the Company, perform other work as may be assigned from time to time by a General Meeting of Shareholders, give advice to the Board of Directors and to do conduct other matters as stipulated in the Company’s Articles of Association, including taking preventive and corrective actions up until the dismissal of members of the Board of Directors;
- To supervise the Company’s business risks and the adequacy of risk management measures in implementing internal control;
- To monitor the implementation of GCG in the Company’s business activities;
- To ensure that the Board of Directors has upheld the interests of the stakeholders.
In performing their duties, the members of the BOC act in the best interests of the Company and its stakeholders. The BOC may hold a meeting whenever deemed necessary, at least six times a year, as stipulated. The BOC may hold a meeting whenever deemed necessary, at least 6 (six) times in a year.