DESCRIPTION OF THE BOARD OF COMMISSIONERS
In a Company, the Board of Commissioners has the duty and responsibility to supervise and provide direction to the Board of Directors to run the Company according to their duties and functions. In addition, the Board of Commissioners must also ensure that the Company has implemented Good Corporate Governance practices well.
Board of Commissioners Guidelines and Work Rules
The Board of Commissioners has a guideline or charter which regulates the following matters:
1. General understanding
2. Membership and term of office of The Board of Commissioners
3. Duties and responsibilities of The Board of Commisioners
4. Board of Commissioners Meeting
5. Reporting and accountability
Membership and Term of Office
Membership of the Board of Commissioners consists of three (3) people. Members of the Board of Commissioners are appointed by the General Meeting of Shareholders (GMS). The GMS has the right to dismiss a member of the Commission at any time before the expiration of the term of office, if the member of the Commissioner is deemed unable to carry out his duties in accordance with the Articles of Association and / or decisions of the GMS. The Commissioner of PT Duta Pertiwi Nusantara Tbk consists of three (3) members including the President Commissioner, Commissioner, and a Commissioner concurrently as an Independent Commissioner, according to the requirements of the Financial Services Authority Regulation number 55/POJK.04/2015 concerning the Establishment and Guidelines for the Implementation of the Audit Committee.
Duties and responsibilities of the Board of Commissioners
The duties and responsibilities of the Board of Commissioners of PT Duta Pertiwi Nusantara Tbk are as follows:
1. Ensuring the implementation of Good Corporate Governance practices in the Company.
2. Supervising directors on delivering the business plan, operations and management of the Company
3. Advising the Board of Directors in carrying out and managing the Company and being responsible to the Company's shareholders.
4. Directing, monitoring and evaluating the Company's strategic policies.
5. Provide time and thought to carry out the duties and responsibilities.
Board of Commissioners Meeting
In accordance with OJK regulations and the Company's Articles of Association, the Board of Commissioners' Meetings shall be held periodically at least once every 2 (two) months. The Board of Commissioners may also hold additional meetings whenever deemed necessary by one or more members of the Board of Commissioners or by the written requests from the Board of Directors or from 1 (one) or more shareholders who collectively have 1/10 (one tenth) part of the Company's shares with legal voting rights. The Board of Commissioners' Meetings are legal and are entitled to make binding decisions only if attended by more than 50% of the Commissioners. In each meeting, each Commissioner has the right to one vote for himself and one vote for a member of Commissioners he represents. The meeting should also be attended by the President Director.
ASSESSMENT OF THE BOARD OF COMMISSIONERS' PERFORMANCE
Performance Assessment Procedures of the Board of Commissioners
In order to improve the duties and responsibilities delivery, the Board of Commissioners conducts a self-assessment, which is subsequently evaluated by the Shareholders in the GMS. The Board of Commissioners' performance is determined based on the duties and obligations listed in the applicable laws and regulations, Article of Association, and mandate of the Shareholders. The Board of Commissioners' performance evaluation criteria are submitted by the Board of Commissioners based on the recommendations of the Nomination and Remuneration Committee to the Board of Commissioners to be determined at the GMS. The Board of Commissioners' Performance Assessment Criteria covers of at least the following:
Parties Conducting Assessment
1. A shareholder evaluates the Board of Commissioners' performance through a GMS mechanism, where assessment is taken based on the self-assessment report conducted by the Board of Commissioners through Board of Commissioners Meetings.
2. The Board of Commissioners' overall performance and individual performance evaluation results will be an integral part of the compensation and incentive scheme for the Board of Commissioners members. The individual performance evaluation result is one of the considerations for Shareholders to dismiss and / or reappoint the particular Board of Commissioners member.
Committee under the Board of Commissioners Performance Assessment
In supporting the implementation of its duties, the Company's Board of Commissioners is assisted by the Audit Committee. The Audit Committee actively reviews the Company's financial statements compiled periodically by the Accounting department before it proceeds to be audited by the Public Accounting Firm. The Board of Commissioners assess that the Audit Committee has carried out its duties and responsibilities properly, allowing the Company to achieve targets set.
DESCRIPTION OF THE BOARD OF DIRECTORS
The Board of Directors is one of the important parts in the Company that manages the business activities, while practicing Good Corporate Governance. The Board of Directors is also responsible for managing the Company in alignment with the Company's aims and objectives and representing the Company inside and outside the court session as stipulated in the Articles of Association of the Company.
The Board of Directors Work Guidelines
The Board of Directors has guidelines or charter that regulate the following matters:
1. Legal Foundation
2. Membership and term of office of The Board of Directors
3. Duties and responsibilities
4. Board of Directors Meeting
5. Reporting and accountability
Membership and Term of Office
The Board of Directors consists of two (2) people. The members are appointed by the General Meeting of Shareholders (GMS) for a term of 5 years, which can be extended. The GMS has the right to dismiss members at any time before the expiration of the term of office, if the members of the Board of Directors are deemed unable to carry out their duties in accordance with the Articles of Association and / or the GMS decision.
Duties and responsibilities of the Board of Directors
1. Representing the Company in leading, supervising and guaranteeing the conduct of business in accordance with the Company’s objectives and interests.
2. In collaboration with the Director examining and striving appropriate steps to make a decision, executing business plans to delivering benefit for the Company, the community, the environment and creating added value for the Company and all parties.
3. Being responsible for the compliance and internal control.
1. Managing and empowering all production resources, facilities and infrastructure of the Company so that the Company's performance can grow and develop optimally.
2. Developing policies, planning, managing and controlling the Company’s financial, accounting and taxation activities.
3. Together with President Director creating an excellent Company, making contracts with institutions, handling matters related to trouble-free operation, security, environment, social affairs and others.
4. Manage the Company's operations with skilled human resources to achieve the goal and productivity.
5. Controlling the effectiveness of investments in subsidiaries.
6. Ensure that all administrative operations comply with applicable policies and regulations.
Board of Directors Meeting
In accordance with the Company's Articles of Association, Board of Directors Meetings can be held at any time if deemed necessary by one or more members of the Board of Directors or at the written request of the Board of Commissioners or at the request of 1 (one) or more shareholders who jointly own 1/10 (one ten) part of the total shares that have been placed by the Company with valid voting rights.
ASSESSMENT OF THE PERFORMANCE ON THE BOARD OF DIRECTORS
Procedure for implementing an assessment of the performance of the Board of Directors
1. In order to improve the quality of the implementation of its duties and responsibilities, the Board of Directors conducts self-assessments on its performance based on the achievement of management's tasks.
2. The performance appraisal system for Directors is prepared by the Board of Directors and requested by the Board of Commissioners for approval, which in this case is assisted by the Nomination and Remuneration Committee, and subsequently evaluated by shareholders at the GMS.
Board of Directors Performance Assessment Criteria
The Board of Directors' Performance Assessment Criteria covers of at least the following:
Parties Conducting Assessment
1. A shareholder evaluates the Board of Directors' performance through a GMS mechanism, considering valuation and recommendations by the Board of Commissioners, based on the Board of Directors' self-assessment.
2. The Board of Directors' overall performance and individual performance evaluation results will be an integral part of the compensation and incentive scheme for the Board of Directors members. The individual performance evaluation result is one of the considerations for Shareholders to dismiss and / or reappoint the particular Board of Directors member.
REMUNERATION FOR THE BOARD OF COMMISSIONERS AND DIRECTORS
The procedures and basis for determining the remuneration of the Board of Commissioners and Directors are based on consideration of the scope and responsibilities of their work and are designed to reward them according to their position and encourage them to achieve the best performance.