The Board of Commissioners (BoC) is a PT Alamtri Resources Indonesia Tbk ("AlamTri" or "the Company") organ which is responsible for performing general and/or specific supervision in accordance with the Company’s Articles of Association, providing advices to the Board of Directors (BoD), as well as ensuring effective implementation of the Company’s good corporate governance (GCG).
Legal Basis
The Board of Commissioners’ establishment and appointment refer to several regulations, such as Law No. 40 of 2007 on Limited-Liability Company and Financial Services Authority Regulation No. 33/POJK.04/2014 of December 8, 2014 on the Board of Directors and Board of Commissioners of Issuers or Public Companies (POJK 33).
BoC Charter
The BoC has carried out duties, responsibilities and authorities in accordance with the BoC Charter. BoC Charter is a company document incorporated to manifest the BoC’s commitment and to serve as the BoC’s guidelines for applying the GCG. The guidelines are in-line with the Company’s Articles of Association, the GCG principles, as well as all applicable rules and regulations.
The BoC Charter has been effective since 2015 and it is reviewed periodically according to GCG principles, capital market rules and regulations, and other applicable provisions. The BoC Charter was last updated in June 2019.
Download BoC Charter
Concurrent Position of the BoC
BoC members can concurrently serve as:
- a BoD member of not more than 2 (two) other issuers or public companies; and
- a BoC member of not more than 2 (two) other issuers or public companies.
Term of Office of the BoC
- BoC members are appointed by General Meeting of Shareholders (GMS) for a term of office starting from the date as determined by the GMS which appoints them until the closure of the fifth Annual GMS from the date of appointment, without prejudice to the right of the GMS to dismiss at any time.
- Every BoC member may be reappointed for the next term of office.
- Independent Commissioners may be appointed to hold the position for more than 2 (two) terms of office as long as they declare their independency.
Duties, Authorities, and Responsibilities of the BoC
- The BoC is responsible for supervising the policies and performance of the Company’s management and business in general, and providing advice for the BoD.
- In certain circumstances, BoC must hold Annual GMS and other GMS within their authority.
- BoC members must carry out their duties and responsibilities in good faith, and with full responsibility and prudence.
- BoC must set up an audit committee and other committees to support the effective performance of their duties and responsibilities.
BoC Composition
The composition and number of the BoC members are determined by the GMS by considering the Company’s condition and the diversity of BoC members’ skills, knowledge and experience.
The recommendations or proposals for the appointment and/or replacement of BoC members to GMS shall be made by the Company’s Nomination and Remuneration function, whose roles are carried out by the BoC.
Composition of the BoC of AlamTri is as follows:
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