Governance Structure and Mechanism
In establishing corporate governance structure, The Company takes account of the alignment of function or business activities mapping with business ehtics standards to ensure that effective check and balance mechanism is in place. The Company's corporate governance structure includes its organ and policies, to name a few, General Meeting of Shareholders, The Board of Commissioners, The Board of Directors and other supporting organs such as Corporate Secretary, internal control, risk management and compliance with applicable regulations.
Pursuant to Law No. 40 Year 2007 Chapter I Concering General Provisions of Article 1 Number 2. The Company's Organs consist of General Meeting of Shareholders, The Board of Directors and The Board of Commissioners.
• General Meeting of Shareholders (GMS) is The Company's organ having authorities not granted to The Board of Directors or The Board of Commissioners in a limitation stipulated in Laws and/or Articles of Association.
• The Board of Commissioners is The Company's organ in charge of performing general and/or special supervision in accordance with The Articles of Association and providing advices to The Board of Directors.
• The Board of Directors is The Company's organ having authority and fully responsible for The Company's management in the interest of The Company, in line with the objective of The Company and represent The Company, both inside and outside the court pursuant to the provisions of The Articles of Association.
All of The Company's organs perform its function according to rules and regulations, The Articles of Association and other regulations, as well as show independency in performing duties, functions and responsibilities for the interest of The Company. GMS, The Board of Commissioners and The Board of Directors respect duties, responsibilities and authorities of each of them pursuant to The Rules and Regulations and The Article of Association.
In performing supervisory duty, The Board of Commissioners is entitled to establish a committee, one or more members of which is Commissioners. The Committees are held accountable to The Board of Commissioners. Meanwhile, The Board of Directors is assisted by Corporate Secretary, Internal Audit and other working units in The Management in performing The Company's Management.
Governance Mechanism is considered one of the highly effective systems to support GCG implementation. Governance structure alone is not enough to fully maximize the implementation of GCG, thus clear mechanism that organizes how it works is necessary. Governance mechanism referes to the rule, procedure and clarity of relationship between decision maker and the supervisior for the implementation of the decision.
The Company's Good Corporate Governance guidelines have been revised through The Board of Directors Decision Number: 39/SK/WK/2017 dated December 20, 2017 concering the Company's Procedure in Good Corporate Governance. The Company continuous to improve GCG policy (Soft-Structure of GCG) to cater to business process needs and be in line with GCG guidelines in The Company.
The Company has drawn up Code of Conduct, Audit Committee Charter, Internal Audit Charter and various policies and procedures related to The Implementation of GCG aims to create effective check and balances mechanism, stakeholders-friendly nuance in The Company's management and continued stream of profit and sustainability.