Functions & Roles of the Board of Commissioners

Code of Conduct

The Rules of Conduct of the Board of Commissioners are stated in the Decision of the Board of Commissioners No. KEP-01 / DK-DR / VI / 2018 dated June 6, 2018 apropos the Rules of the Board of Commissioners of the Company (Persero) PT Danareksa. The Rules of the Board of Commissioners regulate the Duties, Authorities, and Obligations of the Board of Commissioners, Supporting Organs of the Board of Commissioners, and Meetings of the Board of Commissioners. Meanwhile, the duties of the Board of Commissioners is stated in a separate Board of Commissioners Decree, namely through the Decree of the Board of Commissioners No.KEP-03 / DK-DR / VIII / 2018 dated August 8, 2018.

Duties, Authorities, and Obligations

The duties, authorities, and obligations of the Board of Commissioners are also contained and explained in accordance with the decision mentioned above, as follows:

Duties of the Commissioner

The Board of Commissioners is in charge of supervising management policies, the course of management in general both regarding the Company and the Company's business carried out by the Board of Directors, as well as providing advice to the Board of Directors including supervision of the implementation of the Company's Long-Term Plan, Work Plan and Company Budget as well as the provisions of the Articles of Association and Decisions of the General Meeting of Shareholders, as well as applicable laws and regulations, for the benefit of the Company and in accordance with the purposes and objectives of the Company.
In carrying out their duties, each member of the Board of Commissioners must:

  1. Comply with the Articles of Association and laws and regulations as well as the principles of professionalism, efficiency, transparency, independence, accountability, accountability, and fairness;
  2. Assumed good faith, is prudent and responsible in carrying out supervisory duties and providing advice to the Directorate for the benefit of the Company and in accordance with the purposes and objectives of the Company;

Commissioner's Authority

  1. Viewing books, papers, and other documents, checking cash for verification purposes and other securities, and checking the company's wealth.
  2. Entering yards, buildings, and offices used by the Company;
  3. Request an explanation from the Board of Directors and/or other officials regarding all issues related to the management of the Company;
  4. Knowing all policies and actions that have been and will be carried out by the Board of Directors;
  5. Requesting the Board of Directors and/or other officers under the Board of Directors with the knowledge of the Board of Directors to attend a meeting of the Board of Commissioners;
  6. Appointing or dismissing the Secretary of the Board of Commissioners if deemed necessary;
  7. Temporarily dismiss members of the Board of Directors in accordance with the provisions of this articles of association;
  8. Establish committees other than the Audit Committee if deemed necessary by taking into account the company's capabilities;
  9. Use experts for certain matters and within a certain period of time at the expense of the Company, if deemed necessary;
  10. Carry out management actions of the Company in certain circumstances for a certain period of time in accordance with the provisions of these Articles of Association;
  11. Attending meetings of the Board of Directors and provide views on matters discussed;
  12. Carry out other supervisory authorities as long as they do not conflict with laws and regulations, articles of association, and/or decisions of the General Meeting of Shareholders.
     

Commissioner's Obligations

  1. Providing advice to the Board of Directors in carrying out the management of the Company;
  2. Researching, reviewing, and signing the Company's Long-Term Plan and the Company's Work Plan and Budget prepared by the Board of Directors, in accordance with the provisions of these Articles of Association;
  3. Provide opinions and suggestions to the General Meeting of Shareholders regarding the Company's Long-Term Plan and the Company's Work plan and Budget regarding the reasons for the Board of Commissioners to sign the Company's Long-Term Plan and the Company's Work plan and Budget;
  4. Following the development of the Company's activities, providing opinions and suggestions to the General Meeting of Shareholders on any issues deemed important for the Management of the Company;
  5. Report immediately to the General Meeting of Shareholders if there are any signs of declining performance of the Company;
  6. Researching, reviewing, and signing periodic reports and annual reports prepared by the Board of Directors;
  7. Provide explanations, opinions, and suggestions to the General Meeting of Shareholders regarding the Annual Report, if requested;
  8. Establish the annual work plan and budget of the Board of Commissioners to be included in the Company's Work Plan and Budget;
  9. Establish an Audit Committee;
  10. Propose a Public Accountant to the General Meeting of Shareholders;
  11. Making minutes of meetings of the Board of Commissioners;
  12. Report to the Company regarding his and/or his family's share ownership in the Company and other Companies;
  13. Provide reports on supervisory duties that have been carried out during the past financial year to the General Meeting of Shareholders;
  14. Carry out other obligations in the context of supervisory and advisory duties, as long as they do not conflict with laws and regulations, articles of association, and/or decisions of the General Meeting of Shareholders.