Board of Commissioners

GCG Organ

Board of Commissioners

Board of Commissioners (BOC) is an organ of PT IPC Terminal Petikemas which has duties to supervise management policies, general management, both regarding the company and the company’s business and to give advice to the directors for the benefit of PT IPC Terminal Petikemas, in accordance with the company’s goals and objectives. The main references of the BOC are the Law Number 40 of 2007 concerning the Limited Liability Companies and the Law Number 19 of 2003 concerning the State-Owned Enterprises. In performing its duties, BOC is assisted by the BOC supporting organs, namely the BOC Secretary, the Audit Committee, the Risk Management Monitoring Committee, and the Nomination and Remuneration Committee.

THE DUTIES AND OBLIGATIONS OF THE BOARD OF COMMISSIONERS

The duties and obligations of the Board of Commissioners are as follows:

  • Complying with the statutory provisions, the articles of association, and the GMS decisions and acting professionally.
  • Supervising the policies of the board of directors (BOD) in carrying out the management of the company, including the implementation of the company’s long-term plan, the company’s budget and working plan, as well as the provisions of the articles of association and the decisions of GMS and the applicable laws and regulations.
  • Providing advice to the BOD in carrying out the management of the company and it is not intended for the benefit of certain parties/groups.
  • Arranging the division of tasks among members of the BOC.
  • Examining, reviewing, and signing the company’s long-term plan and working plan and the company’s budget prepared by the BOD in accordance with the provisions of the company’s articles of association.
  • Preparing an annual working program for BOC and including it in the company’s work plan and budget.
  • Reporting to the company regarding the ownership of shares and/or their families in the company concerned and also other companies, including any changes thereof.
  • Proposing to the GMS the appointment of an external auditor who will conduct an examination of the company’s financial books.
  • Monitoring the effectiveness of Good Corporate Governance practices by holding regular meetings between the BOC to discuss the implementation of Good Corporate Governance.
  • Carrying out other obligations in the context of supervisory and advisory duties, as long as it does not conflict with the laws and regulations, articles of association, and/or decisions of the GMS.
THE AUTHORITIES OF THE BOARD OF COMMISSIONERS
The authorities of Board of Commissioners are as follows:
  • Obtaining sufficient access to the company’s information, such as viewing books, letters, and other documents, checking cash for verification purposes, securities, and checking the company’s assets.
  • Entering yards, buildings, and offices used by the company.
  • Requesting an explanation from the BOD or other officials regarding all issues relating to the management of the company.
  • Knowing all the policies and actions that have been and will be carried out by the directors.
  • Requesting the directors and/or other officials under the directors with the knowledge of the directors to attend the BOC meeting.
  • Appointing and dismissing the secretary of the board of commissioners if deemed necessary. Suspending members of the board of directors in accordance with the provisions of the articles of association. Establishing committees other than the Audit Committee, if deemed necessary by taking into account the company’s capabilities.
  • Using experts for certain matters and within a certain period at the expense of the company, if deemed necessary. Performing the company management actions in certain circumstances for a certain period of time in accordance with the provisions of the articles of association.
  • Attending BOD meetings and providing insights on matters being discussed.
  • Carrying out other supervisory authorities as long as they do not conflict with the laws and regulations, the articles of association, and/or the decisions of the GMS.
THE RIGHTS OF THE BOARD OF COMMISSIONERS
  • Requesting the directors and/or other officials under the directors with the knowledge of the directors to attend the BOC meeting.
  • The BOC with the most votes at any time has the right to temporarily suspend one or more members of the BOD, if they act contrary to the articles of association, or there are indications of causing the company to lose or neglect its obligations, or there is an urgent reason for the company. The said temporary dismissal must be notified in written notice writing to the person concerned and the shareholders along with the reasons causing the action.
  • BOC is given honorarium and allowances as well as facilities including retirement benefits, the type and amount of which is determined by the GMS with due observance of the provisions of the prevailing laws and regulations.
  • Obtaining information about the company in a timely, measurable, and complete manner.