Board of Directors

GCG Organ

Board of Directors

Referring to the Minister of State-Owned Enterprises Regulation Number Per-01/MBU/2011, August 1, 2011, in connection with the Minister of State-Owned Enterprises Regulation Number Per-09/MBU/2012,July 6, 2012, concerning the Implementation of Good Corporate Governance in State-Owned Enterprises (BUMN) which requires guidelines that can regulate an effective working relationship between the Board of Directors (BOD) and the Board of Commissioners (BOC), PT IPC Terminal Petikemas participates in the implementation of Good Corporate Governance (GCG).

Board of Directors is a corporate organ that is fully responsible for the management of PT IPC Terminal Petikemas to make sure it runs efficiently and effectively in accordance with the principles of GCG. In addition, the BOD is also responsible for ensuring all company management activities such as corporate strategy, internal supervision, corporate secretary activities, commercial, engineering, operations, finance, human resources and business development run efficiently and effectively and in accordance with GCG principles. BOD is also a representative of the company both internally and externally. BOD always carries out the management of the company as well as the management and protection of the company’s assets, the management of strategies and budget plans on a regular basis.

THE COMPOSITION OF THE BOARD OF DIRECTORS

President Director
Director of Commercial and Business Development
Director of Operations and Engineering
Director of Finance and Human Resources

THE DUTIES OF THE BOARD OF DIRECTORS

Board of Directors has duties to perform all actions related to the management of PT IPC Terminal Petikemas (IPC TPK) for the benefit of the company and in accordance with the aims and objectives of PT IPC Terminal Petikemas, as well as representing the company both inside and outside the court regarding all matters and events with restrictions as stipulated in the statutory regulations, the articles of association and the decisions of the General Meeting of Shareholders (GMS).

Every director must have good faith and full responsibility to perform his duties for the interests and the business of PT IPC Terminal Petikemas. The BOD is fully responsible for carrying out their duties for the benefit of PT IPC Terminal Petikemas in achieving its aims and objectives. In performing their duties, the BOD must comply with the articles of association of the company and the laws and regulations and must implement the principles of professionalism, efficiency, transparency, independence, accountability, responsibility, and fairness.

THE AUTHORITIES OF THE BOARD OF DIRECTORS

The authorities of the Board of Directors are as follows:

Determining the company’s management policy.
Regulating the provisions concerning the company’s employment including the arrangement of salary, pension plan, and other income for employees based on the prevailing laws and regulations and the decisions of the GMS.
Taking all actions regarding the management and ownership of the company’s assets, binding the company with other parties and/or vice versa, and representing the company inside and outside the court regarding all matters and events with restrictions as regulated in the laws and regulations, invitation, the articles of association of the company, and/or the decisions of the General Meeting of Shareholders (GMS).

THE OBLIGATIONS OF THE BOARD OF DIRECTORS

The obligations of the Board of Commissioners are as follows:

Striving for and guaranteeing the implementation of the business and activities of the company in accordance with the aims and objectives and business activities.
Complying with the company articles of association, the laws and regulations, and must implement the principles of professionalism, efficiency, transparency, accountability, responsibility, independence, and fairness.
Providing accountability and all information regarding the condition and the operation of the company in annual reports including financial reports to the GMS.
Providing periodic reports according to method and time in accordance with the statutory provisions as well as other reports whenever requested by the shareholders.
Preparing an annual report and submitting it to the GMS after it has been reviewed by the Board of Commissioners within 5 months after the company’s financial year ends.
Preparing the company’s long term plan (RJPP) in due time and its amendments and submitting it to the Board of Commissioners and shareholders for approval of the GMS.
Preparation and submission of the company working plans and the company budget plan (RKAP).
Providing an explanation to the GMS regarding the annual report.
Performing other obligations in accordance with the provisions stipulated in the articles of association or stipulated by the GMS and the laws and regulations.

THE RIGHTS OF THE BOARD OF DIRECTORS

In certain actions, the BOD must be responsible and can appoint someone or more as representatives or proxies by giving them the power to represent the directors in acting or giving voting rights as regulated in the power of attorney.
Each member of the BOD is given a salary, allowances, and facilities, including retirement benefits, the types and amounts of which are determined based on the General Meeting of Shareholders (GMS) with due observance of the provisions of the prevailing laws and regulations.
The BOD is entitled to receive a bonus from the company as a reward for the work performance of the BOD, the amount of which is determined based on the GMS, if the company reaches the level of company profit.
The BOD can use the company facilities for activities related to the interests of the company, in accordance with the laws and regulations and the company policies.
The BOD has the right to obtain a copy of the minutes of the BOD Meeting, whether the member of BOD participates in the meeting or does not participate in the meeting.

THE RESPONSIBILITIES OF THE BOARD OF DIRECTORS

Each member of the BOD is fully responsible personally if the person concerned is guilty or negligent in carrying out his duties for the company’s business interests.