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Roles of BOC

General Description

BOC is an organ in charge for supervising company in general and/or special accordance with the statutes and providing advice to BOD. BOC has a fiduciary duty to act in the best interests of the company and avoid all conflicts of interest.

The appointment and dismissal, tasks and authority, and the rights and obligations of the BOC as well as other matters related to BOC stipulated in the Articles of Association as well as other provisions of international best practice business governance.

Duties and Authorities

  • to supervise BOD in carrying out their activities and providing advices to BOD;

  • to monitor implementation of the Company’s Long-term Corporate Plan (RJPP) and Corporate Budget Plan (RKAP);

  • to supervise and evaluate BoD's performance;

  • to review risk management system;

  • to monitor effectiveness of GCG implementation and to report findings identified to GMS;

  • to inform his/her share ownership to the Company which is also stated in Company's Annual Report;

  • to propose External Auditor[s] for approval in the GMS and to monitor audit process and results produced by External Auditor;

  • to prepare job descriptions for each member of BoC in accordance with his/her expertise, skills and experiences;

BOC Responsibilities 

  • to provide advices and opinions regarding RJPP and RKAP proposed by BoD and approve/sign them;

  • to monitor and supervise the implementation of Corporate Planning and Budgeting, propose the improvements in Corporate Level and also to assess regular performance of BoD;

  • to monitor development of activities of the company and to report results immediately to GMS along with advices on corrective action plan whenever the company shows any sign of decline;

  • to examine and review periodic reports which prepared by the BOD and to approve/sign Company's Annual Report;

  • in case of vacuum of BOD position, BOC is required to appoint one of the active Directors to be the acting Director till a definitive person is appointed by GMS;

  • to ensure that Company is complied with all applicable provisions and regulations;

  • to document materials of all BoC Meetings (minutes of meeting);

  • to report to Company information regarding share ownership of his/her and/or his/her family in other company;

  • to prepare reports regarding supervisory duty which is performed throughout immediate preceding year to GMS.

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