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Corporate Governance

Corporate Governance Structure and Mechanism

  /  Corporate Governance Structure and Mechanism

Corporate Governance Structure and Mechanism

Pursuant to Law No. 40 Year 2007 concerning Limited Liability Companies, the corporate organs are consisted of the General Meeting of Shareholders (GMS), Board of Commissioners and Board of Directors. The Company’s management adopts two boards system, namely the Board of Commissioners and Board of Directors, with distinctive authority and responsibilities in line with its functions as mandated in the Articles of Association and prevailing laws.


Corporate Governance Structure

Implementation of corporate governance is carried out systematically and continuously and make GCG as a reference in their daily activities. Under the Board of Commissioners, the functional committees have been established to empower the supervisory function, namely the Audit Committee, the Nomination and Remuneration Committee as well as Risk Management Strategy and Investment Committee (RMSIC). According to government regulations No.01/2011/KBUMN as also under the Board of Directors, the operating units has been formed with the duties to control, monitor and responsible on GCG implementation, as well as to serve as working partners of the committees under the Board of Commissioners, as illustrated in below chart:


A close relationship exist among the Company’s GCG work units management, that is the Corporate Secretary who is responsible to the Board Governance (communication and coordination function with Board of Directors, Board of Commissioners and Board of Commissioners Committees), Law Department & GRC (operational governance, policy formulation and compliance functions) and Internal Audit as shown in the following chart:


Corporate Governance Mechanism

Company implements GCG mechanism in an order, in which the entire GCG organs have their respective responsibility yet remains carrying out the GCG implementation in an integrated manner. GMS has the highest authority in which the shareholders will consider carefully the decision for the sake of longterm interest of the Company. Once a decision is taken, the GMS will then grants all of the authority for supervision and implementation of the decision to the Board of Commissioners and the Board of Directors.

Based on this mechanisms, the Company’s management and the implementation of any decision is carried out by the Board of Directors. The Board of Commissioners then conduct surveillance and provide advice to ensure that the objectives of the Company as well as the decision of the General Meeting are implemented and achieved. In carrying out its duty, the Board of Commissioners is assisted by the BOC organs: BOC Secretary, Audit Committee, Nomination and Remuneration Committee, and Risk and Investment Management Strategy Committee.

The Board of Directors is responsible for managing the Company, and will be assisted by the Corporate Secretary, Internal Audit, and other work units in carrying out its duties of the Company’s management function.

In addition, the Company also conducted an independent audit of the financial statements conducted by the Public Accountant. This process is important, in which the financial statements became one of the fundamental information that reflect the Company’s performance and the management conducted by the Management.