The Board of Directors is the Company’s organ that is collectively fully responsible for the Company’s management in accordance with its purpose and objectives, and represents the Company both inside and outside the court in accordance with the Articles of Association. Decision-making for the Company’s operation and performing the Company’s day to day business are the main responsibilities of the Board of Directors. Each member of the Board of Directors is entitled to make a decision based on each respective assigned duties, but the implementation of decision by each member of the Board of Directors remains a collective responsibility.
The appointment and dismissal of the Board of Directors shall be determined through the GMS mechanism, each for a tenure of 3 (three) years, yet without prejudice to the rights of the GMS to dismiss a member of the Board of Directors at any time before their term of office ended in accordance with the Company’s Article of Association. Members of the Board of Directors whose office terms have expired may be reappointed by the GMS.
Every member of the Board of Directors shall work professionaly, with full integrity and prudence, independently, and with sufficient skills and experiences to perform his/her duties in managing the Company according to his/her respective fields. In performing the duties, the Board of Directors is always under the supervision and direction of Board of Commissioners.
The Independent Director in a Public Company/Issuer refers to the IDX’s Director Decree No. KEP-00001/BEI/01-2014 dated January 20, 2014 regarding the Amendment to Regulation No. 1-A concerning The Listing of Shares and Non-Share Equity Securities Issued by Listed Companies (IDX Decree).
As stipulated in attachment I of the IDX Decree, a listed company shall have at least 1 (one) Independent Director in the Board of Directors who meets the following requirements:
- Not affiliated with the Company’s controlling management at least 6 (six) months prior to the appointment as an Independent Director.
- Not affiliated with the Board of Commissioners’ members and other Board of Directors’ members.
- Not holding multiple Director positions in other companies.
- Not an integral part of the Capital Market Supporting Institutions and Profession whose services are used by the Company within 6 (six) months prior to the appointment as an Independent Director.
- Maximum office term of an Independent Director is for 2 (two) consecutive periods.
To meet the independency requirement as stipulated in the respective IDX Decree, Delta Dunia currently has 1 (one) Independent Director, who concurrently also holds the position of the President Director of the Company.
DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS
In general, the Board of Directors’ duties and responsibilities are to:
- Lead and organize the Company in accordance with the purposes and objectives of the Company, as well as ensuring the Company’s sustainability.
- Establish the Company’s vision, mission, business plan and strategy.
- Develop and establish basic policies and policies on financial, organizational, SOP, and HR procedures as well as information technology and communication systems.
- Maintain, manage, and organize the Company’s assets.
- Submit proposal and changes of the Corporate Work Plan and Budget (RKAP) as well as coordinate its implementation.
- Establish an internal control system, consider business risks in every decision-making as well as establish the mitigation measures to reduce various risks faced by the Company.
- Develop the resources owned by the Company in order to improve the effectiveness and efficiency.
- Organize the GMS in accordance with the articles of association and the prevailing laws.
- Organize and record the shareholders list.
RIGHTS AND AUTHORITIES OF THE BOARD OF DIRECTORS
The Board of Directors’ authorities are to:
- Represent and legally bind the Company with third parties and third parties with the Company.
- Represent the Company inside and outside the court.
- Conduct all actions concerning organization and ownership with several limitations.
- Organize the Board of Directors’ meeting at any time deemed necessary by one or more member of Director.
- Organize an Annual and Extraordinary GMS in accordance with the articles of association and the prevailing laws.
- Prepare the Company’s periodic financial report and annual report as a form of responsibility of the Company’s management.
- Prepare the Company’s organizational structure.
ALLOCATION OF DUTIES OF THE BOARD OF DIRECTORS
The Board of Directors’ duties are allocated according to their field and competence to ensure the effective
implementation of the duties of each Board of Directors’ member in managing the Company. Each member of the
Board of Directors may take a decision related to the individual’s task but such decision is subject to collegial
responsibility. The position of the Board of Directors, including the President Director is equal. The duty of the
President Director is to coordinate the activities of the Board of Directors.
ACCOUNTABILITY OF THE BOOARD OF DIRECTORS
The Board of Directors shall prepare an Annual Report, which covers the condition and implementation of the Company as well as the Company’s main activities in the financial year. The report shall be submitted to the GMS to obtain approval and confirmation from the shareholders. The accountability of the Board of Directors to the GMS is embodiment of the supervisory accountability in managing the Company in connection to the implementation of GCG principles.
THE BOARD OF DIRECTORS MEETING
The Board of Directors meeting is conducted at least every month. The President Director has the authority to request a meeting of the Board of Directors at any time deemed necessary in addition to the compulsory meeting that has been determined. The Board of Directors’ meeting may be conducted if the majority of the Board of Directors’ members is present or represented in the meeting. The Board of Directors meeting shall be recorded in the minutes of meetings and documented by the Company. In general, the Board of Directors meeting discusses about the Company’s operational and financial performance, business plan and strategies, coal market condition, policies improvement, project development, corporate action, and other matters that require the attention of the Board of Directors’ members.
The Board of Directors may also take a lawful decision without conducting the Board of Directors meeting (in a circular manner) provided that all members of the Board of Directorshave been notified in writing of the proposed decision and all members of the Board of Directors give written approval by signing the resolution.