Under the Law of the Republic of Indonesia No.40 year 2007 on Limited Liability Company (UU PT), the company’s organs consist of General Meeting of Shareholders (AGMS), Board of Commissioners, and Board of Directors which all of them have equality character. These three organs are obliged to do and act best for the benefit of the company.
The management of the activities and daily activities of a limited liability company in Indonesia follows a two-agency system, the Board of Commissioners and the Board of Directors, which has clear authority, obligations and responsibilities in accordance with their respective functions mandated in the Articles of Association and legislation. The Board of Commissioners and the Board of Directors are responsible to the GMS.
Both have a responsibility to maintain the Company’s long-term sustainability. Therefore, the Board of Commissioners and the Board of Directors must have a common perception of the Company’s vision, mission and values.
The GMS as the organ of the Company, is a place for shareholders to take important decisions related to their investment in PT. ICA, with due observance of the Articles of Association and the laws and regulations. The decisions made at the GMS should be based on the Company’s long-term business interests.
The GMS or shareholders may not intervene in the duties, functions and authorities of the BoC and BoD. This does not undermine the authority of the GMS to exercise its rights in accordance with the Statutes and laws and regulations. The decisions made at the GMS should be made fairly and transparently with due regard to the Company’s long-term business interests, including but not limited to the appointment of Commissioners and Directors, the decision to accept or reject the BoC and BoD reports, the appointment of an external auditor and the appropriateness between remuneration and dividends.
The Board of Commissioners and the Board of Directors collectively have the expertise to be able to perform the mandated responsibilities, and consist of members who have sufficient understanding, competence to be able to deal with problems arising in the business , making decisions independently, promoting improved performance of the Company, and effectively reviewing and providing constructive feedback on management performance.