Board of Directors
The Company managed and led by the Board of Directors, which is comprised of four Directors, which shall include the following structure:
A. 1 (one) President Director;
B. 1 (one) Vice President Director;
C. 1 (one) Director; and
D. 1 (one) Independent Director.
Indonesian citizens or foreign citizens who meet all the requirements set forth in, or referred to in the regulations and legislation in force can be selected for appointment as members of the Board of Directors.
Member of the Board of Directors appointed by the General Meeting of Shareholders (GMS), each for a period of 3 (three) years from the date of the AGM that lifted them and ends at the close of the third Annual Meeting held after the appointment, without prejudice to the right of the GMS to dismiss them at any time with regard to the provisions legislation in force.
GMS may appoint another person to fill the position of the terminated members or to fill a vacancy, without prejudice to other provisions of the Articles of Association.
A member of the Board of Directors is has a right to resign by giving written 30 (thirty) notification to the Company. The Company requires the AGM to decide on the resignation of the Board of Directors members, concerned within the period of 60 (sixty) days of receipt of the written notice.
Tenure of the Board of Directors shall expire, if:
a. Declared bankrupt or is placed under guardianship by a court decision;
b. No longer meets the requirements of the applicable legislation;
c. Pass away;
d. Dismissed for resolution of the GMS;
e. Resigned to regard Article 12 paragraph 8 of the Articles of Association of the Company; or
f. The term runs out
Duties and Authorities Board of Directors
a. The Board of Directors is entitled to represent the Company in and outside the court on all matters and in any event, bind the Company by other parties and other parties with the Company, and perform all actions, both concerning the management and ownership, but with certain restrictions that set in Article 13 paragraph 1 of the Articles of Association of the Company.
b. In order to carry out the certain transactions with conflict of economic interest between the Board of Directors, Board of Commissioners and Shareholders, the Board of Directors will require the approval of the AGM as set out in Article 11, paragraph 3 of the Articles of Association of the Company and in accordance with the Capital Markets laws and regulations.
c. The President Director is entitled and authorized to act for and on behalf of the Board of Directors and the Company;
d. In case the President Director is not present or absent for any reason which does not need to prove to a third party, then the 2 (two) Directors shall be entitled and authorized to act for and on behalf of the Board of Directors and the Company's behalf.
e. In case that there is only 1 (one) member of the Board of Directors, the only member of the Board of Directors will be authorized to represent the Board of Directors.
f. In the event of a conflict of interest between the Company and one of the Board of Directors member, the Company shall be represented by the other Board of Directors who appointed by the Board of Directors Meeting, and in the event of a conflict of interest between the Company and all members of the Board of Directors, the Company shall be represented by one member of the Board of Commissioners appointed by the meeting of the Board of Commissioners, with regard the laws and regulations apply.
g. The duties and responsibilities of each member of the Board of Directors determined based on the decision of the GMS and in the case of GMS is not set, the tasks and authority of Board of Directors members determined by the Board of Directors’ decision.
Board of Directors Meeting (pursuant to Annual Report 2015)
Throughout 2015, the Board of Directors has conducted 16 (sixteen) meetings, which were later stated in the Circular Minutes of Meetings of the Board of Directors and Circular Minutes of Joint Meetings of the Board of Commissioners and Board of Directors. In those meetings, the Company's Board of Directors discusses operational, marketing, financial and accounting conditions of the Company.
Several Circular Resolutions Board of Directors of the Company:
On February 3, 2015, the Meeting of Board of Directors made a resolutions to obtain credit facilities from PT Bank UOB Indonesia (UOB);
On September 17, 2015, the Meeting of Board of Directors made a resolutions to obtain credit facilities from The Bank of Tokyo-Mitsubishi UFJ, Ltd (“BTMU”);
On November 13, 2015, the Meeting of Board of Directors made a resolution regarding interim dividend payment period 2015;
On December 22, 2015, the Board of Directors Meetings made a resolutions regarding Financial and Budget plan for 2016 fiscal year.