The Duties and Responsibilities of the Directors refer to the Company’s Articles of Association, as follows :
1. Manage the company in to the best effort way, with the aims and objectives of the Company as stipulated in the Company’s Articles of Association;
2. To carry out the duties and responsibilities in good faith to the company, and prudence. At all times the Directors have to act in the best interests of the Company and must consider various risks relevant to the Company in making decisions and actions;
3. In terms to fulfill the duties and responsibilities, the Board of Directors have to consider the follow aspects:
a. To prepare the Company’s development plans and annual work plans before the start of the next fiscal year, which also includes the Company’s annual budget for the next fiscal year. The annual work plan must be submitted to the Board of Commissioners for approval. In the event that the Board of Directors does not submit an annual work plan, the previous annual work plan must be implemented;
b. To prepare the Company’s accounting system based on the principles of internal control, in particular the separation of management functions, recording functions and storage functions and supervisory functions;
c. To perform the annual GMS and extraordinary GMS as regulated in applicable regulations and articles of association;
d. To prepare the register of Shareholders, special register, minutes of the GMS and minutes of the Board of Directors’ meetings;
e. To prepare annual reports and financial statements of the Company;
f. Maintain all registers, minutes of meetings, and financial documents of the Company; and
g. Submit a report to the Company regarding the shares owned by each member of the Board of Directors, and / or their relatives in the Company in a special register.
4. Responsibly and individually responsible for losses of the Company caused by negligence or intentional in carrying out their duties. However, every Director who fails to meet the requirements for reporting share ownership as stipulated in the Charter of the Board of Directors and Board of Commissioners must be individually responsible for losses caused to the Company as a result thereof.
5. Members of the Board of Directors are not responsible for the Company’s losses if:
a. The loss is not due to negligence or intentionality in carrying out their duties;
b. They have carried out their duties responsibly, in good faith and prudence, and with care and diligence for the benefit and in accordance with the aims and objectives of the Company;
c. They have no direct or indirect conflict of interest that results in losses suffered by the Company; and
d. They have taken reasonable precautions to prevent the occurrence or continued loss.
Duties and Responsibilities of the Board of Commissioners
The duties and responsibilities of the Board of Commissioners as set out in the Company’s Articles of Association include :
1. To do oversee the company’s operations, management of the company and the Company’s business activities as well as supervise and provide advice and recommendations to the Directors for the interests of the Company and in accordance with the aims and objectives of the Company.
2. Carry out their duties and responsibilities in good faith, responsibility and caution.
3. Responsibly and individually responsible for losses of the Company caused by negligence or intentionality in carrying out their duties, except if it can be proven that:
a. the loss is not due to negligence or intentional exercise of duties;
b. has carried out their duties responsibly, in good faith, prudence and diligence for the interests of the Company and in accordance with the aims and objectives of the Company;
c. does not have a conflict of direct or indirect interest with the actions of the Board of Directors which results in losses suffered by the Company; and
d. has provided advice to the Directors to prevent the occurrence or continuation of such losses.
4. Under certain conditions, the Board of Commissioners must hold an Annual GMS and other GMS in accordance with their authority
as stipulated in the legislation and articles of association.
5. The Board of Commissioners is obliged to:
a. conduct annual evaluations of the performance of the Audit Committee and the Nomination and Remuneration Committee;
b. prepare minutes of meetings of the Board of Commissioners and keep a copy of them;
c. report to the Company their share ownership and / or family members in the Company;
d. submit reports on supervisory tasks that have been carried out during the previous financial year to the GMS.
Authority of the Board of Commissioners
1. The Board of Commissioners is authorized to temporarily dismiss a Director by including the reasons;
2. Under certain conditions as stipulated in the applicable laws and regulations, the Company’s Articles of Association and / or resolutions of the GMS, the Board of Commissioners may take Company management actions.
Diversity in the Composition of Members of the Board of Commissioners The Company determines the Composition of Members of the Board of Commissioners of by taking into account the diversity of expertise, knowledge, age and experience needed in carrying out its supervisory duties and providing advice by the Board of Commissioners.