The highest organ in the GCG structure is the General Meeting of Shareholders (GMS). The GMS has an exclusive power and authority not possessed by the Board of Commissioners and the Board of Directors. GMS is a forum for the shareholders to voice opinions, raise questions and votes, as well as contribute to the decision-making related to the Company’s performance, corporate action, and other strategic decisions.
The authority of the GMS, among others includes to:
- Appoint and dismiss members of the Board of Commissioners and Board of Directors;
- Evaluate the performance of the Board of Commissioners and the Board of Directors;
- Approve the amendments to the Articles of Association;
- Accept and approve the annual report and ratify the financial statements;
- Determine the use of the Company’s net profit, including the distribution of dividends;
- Determine the form and total remuneration for the members of the Board of Commissioners and Board of Directors; and
- Approve any corporate action plan that has material impact to the Company.
GMS consists of the Annual General Meeting of Shareholders (AGMS) that is held once a year no later than 6 (six) months after the closing of the Company’s financial year and the Extraordinary GMS (EGMS) that may be held at any time in accordance with the needs/interest of the Company.
Shareholder is a person or legal entity that legally owns one or more shares of the Company. In performing its activities, a shareholder shall not intervene the functions, duties and authority of the Board of Commissioners and the Board of Directors.
The GMS is conducted in a transparent manner and takes into consideration the shareholders’ rights as stipulated in Company Law, OJK Regulation Number 32/POJK.04/2014 dated December 8, 2014 (POJK 32/2014) concerning the Planning and Holding of General Meeting of Shareholders of Public Limited Companies and the Company’s Articles of Association.
Based on POJK 32/2014, the GMS may be held in accordance with the request of 1 (one) or more shareholders representing 1/10 (one tenth) or more of the total shares with voting rights, sent through a registered letter incorporating the reasons and addressed to the Board of Directors.
The GMS is held in the domicile of the Company within the territory of the Republic of Indonesia. The GMS may be held if attended by shareholders representing more than half of the total shares issued by the Company. The shareholders who are entitled to attend the GMS are those whose names are registered in the Company’s shareholders list that is distributed 1 (one) business day prior to the date of the GMS invitation.
All resolutions made at the GMS are based on the principle of deliberation for consensus. In the event that no consensus is reached by deliberation, the resolution shall be made by voting taking into account the required attendance quorum and resolution quorum determined by the GMS.