The Board of Commissioners is IPC’s organ that is in charge of overseeing the management policies, the General Management of IPC, and IPC’s business, and advising the Board of directors on behalf of IPC, in accordance with the intent and purpose of IPC. The key reference of the Board is law no. 40/2007 on Limited Liability Companies and Law no. 19/2003 on State-Owned Enterprises. In performing its duties, the Board is assisted by supporting organs that include the secretary of the Board of Commissioners, Audit Committee, Risk Management Monitoring Committee, and Nomination and Remuneration Committee.
BOARD OF COMMISSIONERS DUTIES
The Board of Commissioners duties are regulated by the Working Guidelines for the Board of Directors and the Board of Commissioners. The Board of Commissioners duties andscope of responsibilities includes:
- To supervise the policies and the Company’smanagement by the Board of Directors and to provide advice to the Board of Directors, covering the Company’s development plans, the annual Work Plans and Budget,the implementation of the Articles of Association, and GMS decisions, and the prevailing laws and regulations for the benefit of IPC and in accordance with the purposes and objectives of the Company.
- carry out duties, authorities and responsibilitiesin accordance with the provisions of the Articles of Association and decisions of the GMS and prevailing laws and regulations.
- To carry out the interests of the Company with due regardto the interests of the Shareholders and be responsibleto the GMS.
- To examine and review the Annual Reports prepared by the Board of Directors and to sign the reports.
- To approve transactions or actions within the scope ofthe Board of Commissioners or the GMS authority.
In performing its duties, each Commissioner shall bepersonally liable for the Company’s losses if the person isguilty or negligent in performing their duties as a member ofthe Board of Commissioners. This responsibility shall applyjointly to each member of the Board of Commissioners.Members of the Board of Commissioners cannot be heldresponsible for losses if they can prove:
- They conducted supervision with good faith and prudencein the interest of the Company and in accordance with the purposes and objectives of the Company.
- They had no direct or indirect personal interest in theBoard of Directors’ management actions resultingin losses.
- They had given advice to the Board of Directors toprevent the occurrence or continuation of losses
BOARD OF COMMISSIONERS AUTHORITIES
In conducting its supervisory duties, the Board of Commissioners is authorized to
- Inspect IPC’s books, letters, and documents, examinecash for purposes of verification and others, examine IPC’s securities and assets.
- Enter IPC’s yards, buildings, and offices.
- Request an explanation from the Board of Directorsand/or other officials regarding any issues related toIPC’s management.
- Know about all policies and actions that have been and will be carried out by the Board of Directors.
- Request the Board of Directors and/or other officials under the Board of Directors with the knowledge of the Board of Directors to attend the Board of Commissioners meeting.
- Appoint and dismiss the Secretary to the Board of Commissioners if deemed necessary.
- Temporarily suspend members of the Board of Directorsin accordance with the provisions of IPC’s Articlesof Association.
- Establish Committees other than the Audit Committee,if deemed necessary by observing IPC’s capabilities.
- Use experts for certain matters and within a certain periodof time at IPC’s expense, if deemed necessary.
- Carry out IPC’s management actions in certain circumstances for a certain period of time in accordance with the provisions of the Articles of Association.
- Attend Board of Directors meetings and providing views on the matters discussed.
- Carry out other supervisory authority to the extent that it is not contrary to law, regulation, the Articles of Association and/or the GMS decision.
BOARD OF COMMISSIONERS OBLIGATIONS
In relation to the execution of the Board of Commissionersduties, it is obliged to:
- Advise the Board of Directors in conducting the management of IPC.
- Examine, review and sign the RJPP and BPBC stipulated by the Board of Directors, in accordance with theprovisions of IPC’s Articles of Association.
- Provide opinions and suggestions to the GMS regarding the Company’s RJ PP and the Company’s BPBC regarding the reasons the Board of Commissioners signed IPC’s RJPP and BPBC.
- Follow the development of IPC’s activities, provideopinions and suggestions to the GMS on any issues deemed important to IPC’s management.
- Report immediately to the GMS in the event of anysymptoms of declining performance in IPC.
- Study and review periodic reports and annual reports prepared by the Board of Directors and sign the annual reports.
- Provide explanations, opinions and suggestions to the GMS on the annual report, if requested.
- Prepare an annual work program incorporated in IPC’s BPBC.
- Establish an Audit Committee, the membership of which to consist of one or more members of the Board of Commissioners and is responsible to the Board of Commissioners.
- Propose a Public Accountant to the GMS accompanied by the reasons for nominations and the amount of honorarium/fee to be provided for the external auditor.
- Take minutes of meetings of the Board of Commissioners and keep copies there of
- Report to IPC regarding their own and/or their families share ownership in IPC and other Companies.
- Provide reports on supervisory duties issued during the past fiscal year to the GMS;
- Carry out other obligations in the context of supervisory and advisory tasks, as long as they are not contrary to statutory regulations, statutes, and/or decisions of the GMS.
BOARD OF COMMISSIONERS RESPONSIBILITIES
Within the context of its duties, the Board of Commissioners has the following responsibilities
- In performing its duties, the Board of Commissioners is responsible to the GMS
- The Board of Commissioners shall supervise the management policies, the general management of IPC and its business and provide advice to the Boardof Directors
- Each Commissioners shall act in good faith, be prudentand be responsible in carrying out their supervisory and advisory roles to the Board of Directors
- Each Commissioner shall be personally liable for thelosses IPC bears if they fail to carry out their duties
- In the event that the Board of Commissioners consistsof 2 (two) Board members or more, the responsibility referred to apply jointly to each member of the Boardof Commissioners.