Committees and Charters

DUTIES AND AUTHORITY DIRECTOR

    1. The key task of the Board of Directors are:
      • Carry out the management of the company for the interest and objectives of the company and act as leaders.
      • Maintain and govern  the company’s assets.
      2.    
    2. BOD have full responsibility for performing their duties for the benefit of the company in achieving its goals and objectives.
      3.  
    3. BOD are entitled to represent the company in and out of court, and perform all acts and deeds, both regarding the management and ownership of the company’s assets and its binding to the other party or other party with the company.
      4.  
    4. The company’s management policies set by the Board of Directors Meeting. Actions taken by the members of the Board of Directors outside decided by the Board of Directors Meeting is the responsibility of the concerned until such action is approved by the Board of    Directors Meeting.
      5.  
    5. President Director is entitled and authorized to act for and on behalf of the Board of Directors and to represent the company with the provisions of all acts Director was approved in the meeting of the Board of Directors.
      6.  
    6. If the President Director does not exist or is unavailable for any reason, which does not need to prove to a third party, then one Director appointed by the President Director is authorized to act on behalf of the Board of Directors.
      7.  
    7. GMS can specify restrictions and certain conditions to the Board. Action taken by Directors must obtain the written approval of the Commissioner, is:
      • Receiving short-term loan from bank or other financial institutions.
      • Providing short-term loans that is not operational- related until a certain amount set by the GMS.
      • Pledging fixed asset required in relation to the withdrawal of short-term credit.
      • Removing and writing off moving fixed asset with economic life up to 5 (five) years as normally applicable for industry in general.
      • Writing off the bad debt until a certain amount as set by the GMS.
      • Establishing joint cooperation that is outside the business for a period of not more than 1 (one) year or no more than 1 (one) business cycle.
      • Entering into a management contract that is not operational-related for a period of not more than 1 (one) year.
      • Establishing and adjusting organizational structure.
       
    8. Action taken by BOD that require recommendations from the Commissioner and approval from the GMS are as follows:
      • Taking part, either partially or wholly, or participating in any corporation or other bodies, or establishing new company;
      • Removing partly in a percentage or certain value as set by GMS or wholly upon the Company’s participation in other companies or bodies;
      • Obtaining/providing medium/long-term loans (6-20 years);
      • Providing short-term loans that are not  operational-related that exceed a certain value;
      • Removing and writing off moving fixed asset with economic life up to 5 (five) years as normally applicable for industry in general;
      • Removing and writing off fixed non-moving fixed assets;
      • Pledging   fixed   asset   required   in   relation   to    the withdrawal of medium/long-term loans;
      • Establishing joint cooperation with business entities or other parties for operational cooperation for a period of more than 1 (one) year or more than 1 (one) business cycle;
      • Performing other agreements that have financial impact for the company as set by the GMS;
      • Nominating members of the Board of Directors and/or Commissioners representing the Company in the Subsidiary.
       
    9. Legal actions to transfer, release the right, or guaran- tees of indebtedness of all or most of the assets of the company (which is not a merchandise) either in a transac- tion or several transactions that stand alone or are related to one another must:
      • Obtain the Approval of GM that attended or represented by shareholders owning at least ¾ (three quarters) of the total shares with voting rights are valid and approved by ¾ (three quarters) of the total votes.
      • Announce in 2 (two) Indonesian language daily newspa- pers are published and widely circulated / national in the territory of the Republic of Indonesia no later than 30 (thirty) days from the legal acts performed.