Functions & Roles of the Board of Directors

Code of Conduct

The Board of Directors' Order is stated in the Decision of the Board of Directors No KD-37/029/CS-DIR dated July 25, 2013 concerning Guidelines and Work Procedures of the Board of Directors of PT Danareksa (Persero) as amended by Decree of the Board of Directors number KD-38/025/DIR dated August 6, 2014. The Board of Directors' Code of Conduct Guidelines regulates:

  1. Number, Composition, Criteria and on the Independence of the Board of Directors
  2. Family relationship between the Board of Directors and the Board of Commissioners
  3. Concurrent Positions of Members of the Board of Directors
  4. Share Ownership of Members of the Board of Directors
  5. Duties, Authorities and Obligations of the Board of Directors
  6. Procedures for conducting meetings of the Board of Directors
  7. Clash of Interests
  8. Company Introduction Program, Work Ethics and Working Time of the Board of Directors
  9. Leave Provisions and Substitute Director

Duties and Authorities

In accordance with article 11 of the Articles of Association of PT Danareksa (Persero), which has been published in the Supplement to the State Gazette of the Republic of Indonesia number 71 dated September 3, 2010; The Duties, Powers and Obligations of the Board of Directors are as stated in the review below.

Duties of the Board of Directors

The Board of Directors is in charge of carrying out all actions related to the management of the Company for the benefit of the Company and in accordance with the purposes and objectives of the Company and representing the Company both inside and outside the Court on all matters and all events with restrictions as stipulated in the laws and regulations, Articles of Association and/or Decisions of the General Meeting of Shareholders.

Authority of the Board of Directors

  1. Establish the Company's management policy
  2. Regulate the transfer of the power of the Board of Directors to one or several members of the Board of Directors to make decisions on behalf of the Board of Directors or represent the Company in and out of court
  3. Regulate the transfer of the power of the Board of Directors to one or several workers of the Company either individually or jointly or to other persons, to represent the Company in and out of court
  4. Regulating the provisions regarding the Company's staffing including the determination of salary, pension or old-age guarantees and other income for the Company's workers based on the applicable laws and regulations, provided that the determination of salary, pension or old-age guarantees and other income for workers who exceed the obligations stipulated by the laws and regulations, must obtain prior approval from the General Meeting of Shareholders
  5. Appoint and dismiss the Company's workers based on the Company's personnel regulations and applicable laws and regulations
  6. Appoint and dismiss the Corporate Secretary
  7. Determine all other actions and actions regarding the management and ownership of the Company's assets, bind the Company to other parties and/or other parties with the Company, and represent the Company in and outside the distribution of all matters and all events, with restrictions as stipulated in the laws and regulations, Articles of Association and/or Decisions of the General Meeting of Shareholders
     

Obligations of the Board of Directors

  1. Strive and guarantee the implementation of the Company's business and activities in accordance with the purposes and objectives and business activities
  2. Prepare in time the Company's Long-Term Plan, Work Plan and Budget of the Company, and its amendments and submit it to the Board of Commissioners and Shareholders to obtain ratification of the General Meeting of Shareholders
  3. Provide an explanation to the General Meeting of Shareholders regarding the Company's Long-Term Plan and the Company's Work plan and Budget
  4. Make a Register of Shareholders, a Special Register, Minutes of the General Meeting of Shareholders, and Minutes of Meeting of the Board of Directors
  5. Make an Annual Report as a form of responsibility for the management of the Company, as well as the Company's financial documents as referred to in the Law on Company Documentation.
  6. Prepare Financial Statements based on Financial Accounting Standards and submit them to the Public Accountant for auditing.
  7. Submit annual reports including financial statements to the General Meeting of Shareholders for approval and ratification, as well as reports on the rights of the Company that are not recorded in the books, among others, as a result of write-off of receivables, Provide an explanation to the General Meeting of Shareholders regarding the Annual Report.
  8. Submit the Balance Sheet and Income Statement that has been ratified by the General Meeting of Shareholders to the Minister in charge of Law and Human Rights in accordance with the provisions of the laws and regulations.
  9. Submit a report on changes in the composition of shareholders, directors and the Board of Commissioners to the Minister in charge of Law and Human Rights.