Board of Commissioner Guidelines
|
The Board of Commissioners is collectively tasked and responsible for supervising and providing advice to the Board of Directors in management activities, including ensuring that the Company implements GCG at all levels or levels of the organization. The Board of Commissioners consists of members who have adequate understanding and collectively have the expertise to carry out their mandated responsibilities. In addition, the Board of Commissioners also has the competence to be able to deal with problems that arise in the business, the ability to make decisions independently and encourage the improvement of the Company’s performance, and can effectively review and provide constructive input on the performance of management. |
|
| Duties and Responsibilities of the Board of Commissioners | |
|
The Board of Commissioners carries out its duties and responsibilities in accordance with the Company’s Articles of Association and the prevailing laws and regulations. The duties and responsibilities of the Board of Commissioners are as follows: |
|
| • | Supervise and be responsible for supervising management policies, the general course of management, both regarding the Company and the Company’s business, and providing advice to the Board of Directors. |
| • | Approval of the Company’s annual and long-term work plans, at the latest before the start of the new financial year. |
| • | Perform tasks specifically assigned, according to the Articles of Association, applicable laws, and/or based on the decision of the General Meeting of Shareholders. |
| • | Perform duties, authorities, and responsibilities by the provisions of the Company’s Articles of Association and the decisions of the General Meeting of Shareholders. |
| • | Researching and reviewing the annual report prepared by the Board of Directors and signing the annual report. |
| • | Comply with the Articles of Association and laws and regulations, and must implement the principles of professionalism, efficiency, transparency, independence, accountability, responsibility, and fairness. |
| • | Establish policies and criteria in the process of nomination, remuneration, performance evaluation, self-assessment for members of the Board of Directors and/or members of the Board of Commissioners, and policies and criteria for succession/regeneration in the nomination process for candidates for members of the Board of Directors and/or members of the Board of Commissioners. |
| • | Establish policies, test criteria, and assessments from financial aspects that are good, stable, growing, and sustainable. |
| • | Establish monitoring criteria for the implementation of Good Corporate Governance principles |
| Work Guidelines or Charter for the Board of Commissioners | |
| The work guidelines of the Board of Commissioners are based on various applicable regulations and best practices of GCG principles, corporate law principles, directives from shareholders, applicable laws and regulations, as well as the provisions of the Company’s Articles of Association. | |
| The work guidelines for the Board of Commissioners are as follows: | |
| • | Organizational Establishment (General Provisions for Position of Members of the Board of Commissioners, Composition, and Position, and Independent Commissioner) and Term of Office of Members of the Board of Commissioners; |
| • | Filling of vacant Commissioner positions, Resignation of Members of the Board of Commissioners, Concurrent Positions, and Continuing Learning Programs for Members of the Board of Commissioners; |
| • | Duties, Authorities, Obligations, and Rights of Members of the Board of Commissioners; |
| • | Ethics of the Board of Commissioners and Compliance with Regulations; |
| • | Confidentiality and Disclosure of Information and Reporting of the Board of Commissioners; |
| • | Supporting Organs for the Board of Commissioners; |
| • | Performance Evaluation of the Board of Commissioners; |
| • | Basic Principles of Working Relations between the Board of Commissioners and the Board of Directors. |
OFFICE
AMG Tower, 20th Floor, Jl. Dukuh Menanggal 1-A, Gayungan, Surabaya 60234, Jawa Timur.
Phone: +62-31 82516888, Fax: +62-31 82516555
BRANCH
Centennial Tower, 29th G Floor,
Jl. Gatot Subroto Kav. 24 - 25, Jakarta 12930
Phone: +62-21 22958480
Email Hubungan Investor :
investor.relation@saraswanti.com
Email Corporate Secretary :
corsec@saraswanti.com
Email Informasi Pupuk :
sam@saraswanti.com