Functions, Duty and Authority

The functions of the Board of Commissioners, as stated in the BOC/BOD Charter, are to monitor and provide guidance over the course of policy and operations of Your Company, provide counselling advice to the Board of Directors and monitor the effectiveness of the implementation of Corporate Governance practices.

Regarding its functions, the Board of Commissioners has the duty to:

• Investigate, analyse and sign Annual Report; implement monitoring function over annual budget, business plans, business strategies, practices of Good Corporate Governance and implementation of risk management by the Board of Directors;
• Exert monitoring functions in ensuring the effectiveness of the internal control system and the implementation of duties of internal and external auditors; as well to ensure that there is no act of corruption;
• Evaluate the performance of the Board of Directors;
• Provide suggestions regarding the nomination and remuneration system procedure for the Board of Commissioners and Board of Directors; as well as propose corrective measures for corporate operations to then be reported in the GMS.

The Board of Commissioners is authorised to give a consent on policies and actions of the Board of Directors regarding to financing, loan, collaterals, insurance and sale/acquisition of company assets, investments, divestments, settlement of annual budget and business plans, and changes in the company’s management structure; and has full access to corporate information.

The Board of Commissioners also has the authority over the appointment of expert staff members regarding the implementation of supervisory tasks over managerial duties if needed, demand of explanation and information from the Board of Directors, and temporary dismissal of any member of the Board of Directors prior to the holding of the Extraordinary General Meeting of Shareholders meeting (EGMS), also to give opinions and suggestions over proposal of changes to the Company’s Articles of Association and on other necessary issues.

Functions, Duty and Authority

The Board of Directors, as stated in the BOC/BOD Charter, is the organ of Your Company that has absolute authority and fully responsible over management of the company’s interests, in accordance with the company’s aims and objectives; represents the company, both inside and outside of the court; leads and conducts operational activities according to the company’s mission and vision, maintain and manage the company’s assets, based on the fundamentals of merit, equating and equality, legal certainty, security, partnership, ethics, and self confidence; and ensuring the consistency of implementation of Good Corporate Governance. The Board of Directors performs strategic, operational, legal and administrative duties.

The Board of Directors has several authorities related to the company’s operational activities, financing, capitalisation and transfer/collateral of assets, which consist of :

• complete & full authority,
• authority requiring written approval from the Board of Commissioners,
• joint authority between the Board of Directors and the Board of Commissioners, and
• authorities which require it to obtain approval from the shareholders meeting as endorsed by the Board of Commissioners.

President Director is in charge of leading and managing the company in accordance with the company’s objectives and targets; improving the level of efficiency and effectivity of the company; maintaining, managing and safeguarding the company’s assets; responsible over management and ownership, including third-party agreements. In addition, the President Director is also responsible to ensure that Our Company conducts its social responsibility, with regard to the interests of the stakeholders.

Director overseeing Strategy and Investor Relations division is in charge of developing and applying corporate strategies/policies and comprehensive analysis regarding investments; responsible for distribution of transparent and accurate corporate information to analysts and investors; conducting monitoring of analysis reports; as well as maintaining and expanding good relations with investors.

Director overseeing the division of Commerce is responsible of developing and adjusting corporate strategies/policies and comprehensive analysis regarding business and trade expansion for Upstream and Downstream Segmentations; conducting monitoring of sales and marketing activities; as well as maintaining and developing good relations with buyers.

Director overseeing Finance division is accountable of the development and implementation of the company’s strategies, policies and financial plans, including longterm planning. The Director of Finance is also responsible on ensuring the compliance of the company’s financial activities to both national and international regulations and laws; ensuring the documentation of all financial administration activities; preparing reports, information and financial analysis; perform loan restructurisation and/or recapitalisation; as well as analysing and providing recommendations on transactions of mergers, acquisitions, divestments and other investment activities.

Director overseeing Internal Control, Audit and Compliance is in charge of the development and application of the internal structure control, internal audit system and risk management system of the company. The Director for Internal Control, Audit and Compliance is also responsible to ensure the compliance of the company’s activities with prevailing laws and regulations.