The Board of Commissioners is the Company body tasked with conducting general and / or special supervision in accordance with the Company’s Articles of Association, and with providing advice to the Board of Directors and ensuring that the Company has implemented GCG effectively and sustainably.
The Board of Commissioners also monitors and evaluates the GCG implementation, verifies the annual report prepared by the Board of Directors, and signs the annual report, if the Board of Commissioners agrees with the annual report. The Board of Commissioners continuously monitors the effectiveness of the company’s policies, performance, and the decisionmaking processes by the Board of Directors, including that strategy implementation meets the shareholders and other stakeholders expectations. The supervision results, with an opinion, are delivered at the GMS by the Board of Commissioners as part of the Board of Directors performance assessment. The Board of Commissioners also evaluates and approves the company business plan established by the Board of Directors annually.
BOARD OF COMMISSIONERS GUIDELINES AND WORKING RULES OF CONDUCT (BOARD CHARTER)
To support the Board of Commissioners’ tasks and responsibilities, and authorities, the Company adopted Working Guidelines for the Board of Directors and Board of Commissioners of PT AKR Corporindo Tbk. on November 30, 2015. Approval of these Working Guidelines was signed by the Company’s President Director and President Commissioner.
The PT AKR Corporindo Tbk Board of Commissioners’ Working Guidelines contain:
- Legal Basis
- Board of Commissioners’ composition and criteria
- Board of Commissioners’ appointment and term of office
- Board of Commissioners’ Duties, Responsibilities and Authority
- Values
- Working time
- Board of Commissioners’ Meetings
- Reporting and accountability
BOARD OF COMMISSIONERS APPOINTMENT AND CRITERIA
For the appointment of the Directors, the Board of Directors candidates can be nominated by the controlling shareholder. The Nomination and Remuneration Committee will then discuss the profiles and qualifications of each candidate in the nomination meetings. Selected candidates will then be appointed with the approval of the General Meeting of Shareholders. In order to meet the needs of the Company, the Directors are appointed based on their qualifications according to the requirements set by the Otoritas Jasa Keuangan, as stipulated in their regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Public Companies:
1. Have good character, morals, and integrity;
2. Be legally competent
3. Within 5 (five) years prior to appointment and during their tenure has:
- Never been declared bankrupt;
- Never been a member of a Board of Directors and / or member of a Board of Commissioners who were found guilty for causing the Company to go bankrupt
- Never been sentenced for a criminal offense that was detrimental to the country’s financial and/or the financial sector; and
- Never been a member of a Board of Directors and/ or member of a Board of Commissioners that during their tenure:
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- Not holding an AGMS;
- Not responsible as a member of a Board of Directors and / or member of a Board of Commissioners that was not accepted by an AGMS or never given responsibility as a member of a Board of Directors and / or member of a Board of Commissioners by an AGMS; and
- Caused a company with permits, approval, or registration from Otoritas Jasa Keuangan to not fulfill the obligation to submit annual reports and / or financial reports to Otoritas Jasa Keuangan
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- Is committed to comply with legislations; and
- Has knowledge and / or expertise in the required field of the Public Company.
BOARD OF COMMISSIONERS COMPOSITION AND NUMBER
The Board of Commissioners Composition shall consist of 3 (three) persons, with one being an Independent Commissioner, to ensure the Board of Commissioners composition is in accordance with applicable regulations.
In 2018, the Board of Commissioners’ composition was as follows:
BOARD OF COMMISSIONERS ROLE AND RESPONSIBILITIES
In general, the Board of Commissioners role is to oversee and provide advice to the Board of Directors. The Board of Commissioners roles and responsibilities are as follows:
- The Board of Commissioners supervises the policies, implementation of policies for both the Company and the business, and also provides advice to the Board of Directors. The Board of Commissioners shall perform the duties and responsibilities with good faith, responsibility and carefulness.
- In performing its duties the Board of Commissioners has the right to receive explanations from the Board of Directors or any member of the Board of Directors on all matters required by the Board of Commissioners.
- To support the effectiveness of the Board of Commissioners’ tasks and responsibilities, they must form an Audit Committee and may establish other committees
- The Board of Commissioners reserves the right at any time to temporarily lay off one or more members of the Board of Directors, if the Board members have acted in any way contrary to the Articles of Association and / or legislation in force or have harmed the Company’s purposes and objectives or have been derelict in their duties.
- Any suspension must be notified in writing to the concerned together with reasons.
- For a period of at least 90 (ninety days) after the suspension, the Board must hold a GMS to revoke or strengthen the temporary dismissal decision. In the GMS, the concerned Board of Directors members will be given the opportunity to be present to defend themselves.
- The GMS as referred to above will be led by The President Commissioner and if the Chairman is not present, without having to prove so to the other parties, then the GMS will be chaired by a member of the Board of Commissioners appointed by the GMS, and invitations must be made in accordance with the provisions.
- 8. If the entire Board of Directors is suspended and the Company does not have one member on the Board of Directors, then temporarily the Board of Commissioners is required to manage the Company, in which case the Board of Commissioners reserves the right to provide temporary power to one or more of them.
- If the time period for the GMS lapses, or the GMS cannot take a decision, then the temporary dismissal as aforesaid will be cancelled.
- Members of the Board of Commissioners, collectively or individually, at any time during office hours have the right to enter the buildings or other places owned by the Company and inspect all book keeping, letters and other documents, including checking cash and others, as well as the right to know all the actions undertaken by the Board of Directors.
- The Board of Directors and each of its members are obliged to provide an explanation about anything requested by the Board of Commissioners members.
- Board of Commissioners Meetings through a majority vote have the right to temporarily lay off one or more members of the Board of Directors if the Board of Directors has acted contrary to the Articles of Association and the laws and regulations in force or harms the purposes and objectives of the Company or has been negligent.
- If all members of the Board of Directors are suspended and the Company does not have one member of the Board of Directors, then temporarily the Board of Commissioners are required to manage the Company, whereby the Board of Commissioners reserves the right to provide temporary power to one or more of them.
- The Board of Commissioners’ related tasks and responsibilities, and authorities for each member will be regulated by the Board of Commissioners through Board of Commissioners decisions along with periodical amendments.
BOARD OF COMMISSIONERS DIVISION OF DUTIES
To make the Board of Commissioners ‘ role more effective, a division of duties is carried out among the Board of Commissioners members after considering the Board of Directors division of duties. The division of tasks among the Board of Commissioners members is intended to ensure that the duties for each member’s technical aspects runs smoothly, effectively and efficiently, based on their respective responsibilities and authorities, and so there is clarity about the role of the Board of Commissioners members, both collectively and individually.
VALUES
1. Each member of the Board of Commissioners must comply with the Company values, namely:
- Be Entrepreneurial;
- Collaborate
- Reward for Performance
- Be Agile
- Empower Your Team f. Zero Tolerance
2. Each member of the Board of Commissioners is also obliged to use all their abilities to achieve the Company’s vision of becoming a major player in as a provider of logistics services, and procurement solutions for chemical and energy products in Indonesia. The Board of Commissioners Members are also obliged use all their abilities to achieve the Company’s mission of optimizing its potential to continuously increase its value for shareholders and related parties;
3. Board of Commissioners Members must carry out their duties in good faith, with responsibility and prudence by always heeding the prevailing legislative regulations, which include those related to the application of Good Corporate Governance and the Company’s Articles of Association.
MANAGEMENT OF BOARD OF COMMISSIONERS COMFLICTS OF INTEREST
Conflict of interest in the Board of Commissioners is when individual interests of the members has the potential to conflict with the interests of the Company to make profits, increase Company value, achieve the vision and carry out the Company’s mission and implement the General Meeting of Shareholders decisions.
AKR’s Board of Commissioners complies with Bapepam Regulation Number IX.E.I concerning Conflict of Interest Transactions. The principles adopted to prevent any occurrence of conflicts of interest and the continued implications that may arise include the following:
- The Board of Commissioners always avoids conflicts of interest in carrying out their duties. The Board of Commissioners will not use their position for personal gain or for the benefit of other related parties or parties.
- The Board of Commissioners must avoid any activity that can affect its independence in the Company’s supervisory duties.
- The Board of Commissioners is obliged to fill out a Special List containing their own and / or their family’s share ownership in another company.
- In the event of a conflict of interest, it must be disclosed, and the Commissioner concerned may not involve themself in the Company’s decision-making process.
- The Board of Commissioners is obliged to make a statement regarding any conflict of interest regarding matters contained in the Work Plan and Company Budget.
BOARD OF COMMISSIONERS SHARE OWNERSHIP
As a form of commitment to avoiding activities that have the potential to cause conflicts of interest, the Board of Commissioners members are required to submit reports containing information on the Board of Commissioners members and their families share ownership in the Company and other companies. Details of the Board of Commissioners shareholding as of December 31, 2018, presented in the following table:
BOARD OF COMMISIONERS DUTIES
During 2018 the Board of Commissioners supervised the Board of Directors management of the Company. The Board of Commissioners held meetings to discuss issues relating to the Company’s management, and evaluated the Company performance and reports from Audit Committee.
The Board of Commissioners discussed, supervised and gave direction to the Board of Directors on the Company’s strategic plans in 2018, including divesting the coal business (PT Bumi Karunia Pertiwi), and developing and adding capacity to the JTT tanks. The Board of Commissioners also provided recommendations to the Board of Directors regarding the Company’s management activities to support sustainable growth and improve the Company’s performance.
BOARD OF COMMISSIONERS WORKING VISITS
When carrying out its supervisory function, the Board of Commissioners can conduct visits to the Company’s operational locations to get a direct picture of the Company’s operational activities. In 2018, the Company’s Board of Commissioners carried out work visits to the following locations:
- On March 9, 2018, Soegiarto Adikoesoemo, I Nyoman Mastra and Mahendra Siregar visited the Company’s SPBKB COCO in Widang, Gresik. On the same day the Company’s Board of Commissioners attended the inauguration of JIIPE, in Gresik by the President of the Republic of Indonesia, Joko Widodo.
- On November 2018, Soegiarto Adikoesoemo and I Nyoman Mastra visited the PT Terminal Nilam North storage tank facility in Tanjung Perak, Surabaya.
- On October 4, 2018, I Nyoman Mastra attended the JTT Phase 2A project Groundbreaking, which will add 100,000 KL of new capacity for biodiesel and Ethanol. On this occasion he also reviewed the JTT terminal facilities in Tanjung Priok, Jakarta.
BOARD OF COMMISSIONERS DECISION AND APPROVALS IN 2018
During 2018, the Company’s Board of Commissioners issued decisions and approvals related to the following:
BOARD OF COMMISIONERS RECOMMENDATIONS
As part of its duties and responsibilities, the Board of Commissioners provides recommendations and advice to the Board of Directors regarding the execution of the business strategies carried out by the Board of Directors and their staff. During 2018, the recommendations and advice submitted by the Board of Commissioners included:
- Improving the Good Corporate Governance (GCG) principles application properly.
- Increasing the Internal Audit and Risk Management roles and functions to determine the operational results and mitigation efforts to be carried out by the Company
- Increasing the application of digitalization by utilizing advances in technological development as well as possible so their correct use is related to the effectiveness and efficiency of work.
All Board of Commissioners’ recommendations and advice were submitted through the joint Board of Commissioners and Board of Directors meetings.
BOARD OF COMMISSIONERS ORIENTATION PROGRAM
The Company does not have an orientation program for newly appointed members to the Board of Commissioners. However, if there is a new member appointed, the Company provides sufficient information related to the Company’s business activities and an explanation of the Board of Commissioners duties and responsibilities
INDEPENDENT COMMISSIONERS
In line with Law No. 40 of 2007 on Limited Liability Companies and Otoritas Jasa Keuangan Regulation No. 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Public Companies appointing at least one Independent Commissioner or at least 30% of the total Board of Commissioners’ members.
The Independent Commissioner is a member of the Board of Commissioners who is not affiliated with the Board of Directors, Board of Commissioners members and controlling shareholders, and is free from business relationships or other relationships that could affect their ability to act independently or solely in the interests of the Company.
In addition to the duties and oversight of the Company’s operations in general and to ensure compliance with applicable legislations and regulations, the Independent Commissioner also has a special responsibility to represent the interests of the Company’s minority shareholders.
The Company currently has one Independent Commissioner, or more than 30% of the total Board of Commissioners’ members.
INDEPENDENT COMMISSIONERS CHITERIA
When appointing an Independent Commissioner, the Company referred to the applicable criteria legislations, in this case the Otoritas Jasa Keuangan Regulation No. 33/POJK.04/2014 related to Public Company’s Board of Directors and Board of Commissioners, which sets criteria for Independent Commissioners as follows:
- Not a person who has worked or who has had the authority and responsibility for planning, directing, controlling, or supervising the activities of an Issuer or Public Company within 6 (six) months, except for reappointment as an Independent Commissioner of an Issuer or Public Company for subsequent periods;
- Does not hold shares either directly or indirectly in the Issuer or Public Company;
- Does not have any affiliation with the Issuer or Public Company, members of the Board of Commissioners, members of the Board of Directors or major shareholders of the Issuer or Public Company; and
- Does not have a business relationship, directly or indirectly, related to the business activities of the Issuer or the Public Company.
INDEPENDENT COMMISSIONERS INDEPENDENCY STATEMENT
I Nyoman Mastra was appointed as the Company’s Independent Commissioner in accordance with his ability and background, and has met the conditions set out in Otoritas Jasa Keuangan Regulation of No. 33/POJK.04/2014 related to the Board of Directors and Board of Commissioners of an Issuer or Public Company, as described above. In addition, I Nyoman Mastra also signed a declaration of independence made and signed on April 1, 2015. Therefore, he is capable of fulfilling the duties and responsibilities independently without any conflict of interest.