board of COMMISIONERS
The Company’s Board of Commissioners has been established and its members have been appointed pursuant to the provisions in the Company’s Articles of Association and OJK Regulation No. 33/POJK.04/2014 on Board of Directors and Board of Commissioners of Issuers or Public Companies.
The Company’s Board of Commissioners has three members, namely: one President Commissioner, one Commissioner, and one Independent Commissioner. As of end of 2019, the Company’s Board of Commissioners had the following members:
1. President Commissioner : Suryandy Jahja
2. Commissioner : Martin Suharlie
3. Independent Commissioner : Siska Pratiwi
All members of the Board of Commissioners of the Company were appointed based on the Deed of Resolution of Shareholders of PT NFC Indonesia No. 56 dated 11 May 2018, for a term of office of five years, up to the year 2023.
BOC Duties and Responsibilities
The duties of the Board of Commissioners are to perform supervision, provide guidance and advisory services, as well as examine each key decision and policy taken by the Board of Directors. The Board of Commissioners has the authority to suspend any member of the Board of Directors temporarily and take over the management of the Company in certain circumstances and within a specific time frame. The Board of Commissioners’ responsibilities, as stated in the Company’s Articles of Association are, among others:
1. Supervise and be responsible for the supervision of the management’s policies and general business direction.
2. Form an audit committee and other committees (when deemed necessary) to boost the efficacy of the Board of Commissioners’ implementation of duties and responsibilities.
3. Perform mandatory evaluations of the performance of committees that assist the Board of Commissioners in carrying out its duties and responsibilities.
The Company’s Board of Commissioners has formulated a Board of Commissioners Charter to provide a general guideline for the Board of Commissioners to perform its full range of duties and responsibilities. This Board of Commissioners Charter was ratified on 16 April 2018.
The Board of Commissioners is required to convene a meeting at least once every two months. Furthermore, the Board of Commissioners is required to attend joint meetings with the Board of Directors, with a minimum frequency of once every four months.
In 2019, the Board of Commissioners convened 4 meetings of the Board of Commissioners, with overall attendance rate of 100%, and 3 joint meetings with the Board of Directors, with overall attendance rate of 75%.
BOC Performance Evaluation
The performance of the Board of Commissioners is evaluated based on: the attendance of each member of the Board of Commissioners at the meetings and joint meetings with the Board of Directors; business guidance provided to the Board of Directors and supervision of the Board of Directors’ performance; and implementation of duties as stated in the Board of Commissioners Charter. This evaluation is conducted by the shareholders at the GMS. Procedures for Determining
Remuneration for the BOC
Remuneration for the Board of Commissioners is determined at the Annual GMS. The Board of Commissioners is entitled to receive remuneration for their services, in the form of salary, benefits, and other facilities, in line with the Company’s revenue in prior years, their roles and responsibilities, and considerations of executives’ pay grades in similar industries.
The Board of Commissioners received salaries and other short-term benefits amounting to Rp[...] billion—a figure that also included salaries and short-term benefits for the Board of Directors—for the year ended 31 December 2019.
Evaluation of Committees under the Board of Commissioners
The Board of Commissioners evaluates the performance of committees under the Board of Commissioners by comparing their actual performance against the predefined roles and responsibilities of the respective committees as stated in their annual work plan and budget.
*Source : PT NFC Indonesia Tbk. Annual Report 2019