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Procedure of Commissioners & Directors Work Relation




Formal Meeting

Formal meeting is the Board of commissioners and Directors meeting conducted by each organ through the invitation of the Board of commissioners and Directors. 

A. The Presence of Directors in the Board of Comissioners

The Board of Commissionersmay invite the Directors in a meeting which is conducted once a month at least.

 

The presence of Directors in the Board of Comissioners meeting enable the Directors or one of them invited by Board of Comissioners to explain, provide input or perform a discussion.


Procedures :
  1. The Board of Comissioners spreads the Board of Comissioners meeting invitation.
  2. Directors, based on meeting agenda, determine director members or the up-coming members attending the meeting and provie information to the Board of Comissioners at least 2 (two) days effective work before the meeting begun.
  3. The Board of Comissioners conduct a meeting attended by the Directors. The Board of Comissioners’ secretary make a summary and distributed to.

The Board of Comissioners Decision-Making Mechanism :
  1. The decision-making upon a problem during the Board of Comissioners is necessary so that the Board of Comissioners members must pursue the decision taken is based on agreement through meeting.
  2. If there is one or another thing the discussion cannot meet an agreement, a voting is done by the following procedures:
  • Before a voting is conduted, the president of Comissioner or the chairman firstly ensures that the number of the Board of Comissioners attending has fulfilled a quorum as arranged in article of association.
  • The President of Commissioner or the chairman makes an explanation first either orally or written about the agenda or problem to decide in the voting.
  • The President of Commissioner or the chairman then offers a suggestion, correction, or addition upon the explanation of the President of Commissioner or chairman.
  • The voting is conducted openly except the Board of Commissioners meeting states differently.
  • The voting result is Board of Commissioners Decision and must be obeyed.
  • When an objection or principally different opinion, a dissenting opinion can be made as a achieve or a summary

The Board of Commissioners secretary assigned individually by the President of Commissioner or the Chairman is responsible of making, administration and distribution of the Board of Commissioners meeting summary.

The content of summary in such way describing meeting dynamics so that the materials discussed in the Board of Commission meeting can be noted as the real condition without making deviating interpretation, also including voting of an issue. The summary must be enclosed with attendance list.  

The Summary of Board of Commissioners Meeting must be delivered to all the Board of Commissioners members not more than 14 (fourteen) days after the Board of Commissioners ends.

The authentic Summary of Board of Commissioners Meeting is delivered to directors to be stored and maintained in the company.


B. The Presence of the Board of Commissioners in Director Meeting

The Presence of the Board of Commissioners in the Director Meeting upon Director Invitation.

Directors may invite the Board of Commissioners or one of them to explain, provide input or discuss a problem as material for Directors to run his function.  

The member of Board of Commissioners both individually or collectively is authorized to attend Director meeting and provide opinions to the discussed issues.

Procedures :
  1. The Directors Meeting invitation is sent to the Board of Commissioners, may be in a form of a letter/ memorandum or facsimile to convey the meeting agenda, no later than 5 (five) working days prior to the meeting conducted.
  2. The Board of Commissioners, based on the meeting agenda, determined the Member of the Board of Commissioners who will attend the meeting and give confirmation to the Board of Directors, at least two (2) working days before the meeting starts.
  3. The Directors conduct a meeting attended by the Board of Commissioners, create and distribute minutes of meetings to the participants.

The presence of the Board of Commissioners in Director meeting upon Commissioners’ Demand.

The Directors conduct a meeting whenever considered necessary by one of or more Director Members or by a written request from one of or more Board of Commissioners or Shareholders representing 1/10 (one per ten) or more than the amount of the entire shares with voting rights.

The presence of the Board of Commissioners in the Board of Directors Meeting is possibly by the request of the Board of Commissioners or any of the members of the Directors to attend the meeting in order to provide insights to the materials discussed.

Procedures :
  1. The Board of Commissioners delivers request to directors to attend the Directors Meeting.
  2. Directors conduct a meeting attended by the Board of Commissioners to create and distribute minutes of meeting to the participants.

The Mechanism of Decision-Making in Directors Meeting
:

  1. During Directors Meeting a collective decision is needed to be taken upon a problem so that the entire Director members must pursue the decision making isi based on an agreement through a meeting.
  2. If there is one or another thing the discussion cannot meet an agreement, a voting is done by the following procedures:
  • The President of Commissioner or the chairman makes an explanation first either orally or written about the agenda or problem to decide in the voting.
  • The president directors or chairman make an explanation first, either orally or in written, about an agenda or matter to decide through a voting. The explanation must pursue as clearly as possible to avoid misinterpretation and is led to an agreement or disagreement from the Director members.
  • The dissenting opinion from Director members in the process of decision making must be included in minutes of Directors Meeting.
  • The President Directors or the chairman then offer an suggestion or correction or addition upon President Director’s explanation.
  • The voting is conducted openly except the Director Meeting states differently.
  • In performing daily responsibility, any Director decision concerning function and position’s role can be decided only by related Directors, unless the decision doesn’t directly relate to the function, role position, other Directors program or decision unrelated to financial problem decided in Directors Meeting.
  • Every decision stated in point 3 above must be written and at least under President Director’s acknowledgement.
  • Directors can also make a decision without conducting Director Meeting under a certain provision where the Director’s member provides an agreement about an opinion proposed in written by signing it.

Company secretary is only responsible to the andministration and distribution of Director Meeting summary.  

The content of minutes of meeting is made that way so that the discussion in Director Meeting is recorded factually to see the dynamics without emerging deviated interpretation, including a voting upon a problem.

Directors Meeting Summary must be delivered to the entire Directors’ member no more that 14 (fourteen) days after the Directors Meeting ends.


C. Company Introduction Program to New Authority of Company Organ.

Company introduction program to New Authority of Company Organ aims to provide understanding a new authority to the company organ toward existing condition in company in order to the new authority obtains comprehensive understanding about the company’s organization and operational.

The program is the responsibility of President Director either in the range of Directors or the Board of Commissioners.

The Materials of Company introduction program to New Authority comprise:
  1. Introduction of Company Operation.
  2. Related regulations concerning with the company business.
  3. GCG aspect in the Company.

Informal Meeting

Informal meeting is a meeting between the member of the Board of Commissioners and Directors beyond formal forum. These meetings can be attended by a member or members of other organs, or a member of both boards collectively, to talk or discuss an issue in an informally.

By its informal nature, the meeting is not aimed to make decisions, but to harmonize opinions through informal view disclosure, and find common view/ understanding which has no binding rules for both parties.

Formal Communication

Formal communication is the communication occurs between the Board of Commissioners and Directors in addition to the formal meetings arranged by formal terms as stipulated in the Articles of Association and or best practices within the company. Formal communication can be in a form of report submission or exchange of data, information and supporting analysis.

Periodic reports and other reports submitted by the form, content and preparation procedures in accordance with the provisions of the regulation.

A. Periodic Report

The Board of Directors prepares a periodic report including the implementation of the Work Plan and Budget. The Periodic reports include quarterly reports and annual reports. The Directors are required to submit quarterly reports to the Board of Commissioners and / or the Shareholders no later than 30 (thirty) days after the end of the quarterly period. Quarterly report is signed by all the members of the Board of Directors. When any member of the Board of Directors doesn’t sign the quarterly report, the reasons should be mentioned in written form.

B. Special Report

In addition to the periodic report, the Directors at any time can give special report to the Board of Commissioners, Shareholders, and/or the General Shareholders Meeting.

Procedures :
  1. The special report request is sent in writing by the Board of Commissioners to the Directors, stating the subject matter to be reported as well as the expected delivery time.
  2. Based on a review of the scope of the problem, the Directors provide a submission reports time-estimation requested by the Board of Commissioners. Directors submit a special report to the Board of Commissioners based on the agreed time.
  3. The reports made under the initiative of the Board of Directors may be submitted at any time to the Board of Commissioners, by stating a response required or not required from the Board of Commissioners.
  4. Upon the received reports, the Directors may request an additional clarification and update the report from the Board of Directors if considered necessary.

C. Correspondence

Correspondence / handling Memorandum is a formal correspondence among organs, concerning to the implementation and smoothness of duties and functions of each organ.

The Letter / Memorandum may be the delivery of information, requests and opinions and advice, which requests a written response specifically, and request an approval from the Directors to the Board of Commissioners and vice versa.



Procedures:
  1. Correspondence / Memorandum handling can be done in a written script (hard-copy), recording electronic (computer - media ) or the use of electronic mail (e - mail).
  2. Corporate Secretary and Secretary of the Board of Commissioners to monitor and provide direction / layout reminds in deviation handling time.
  3. To increase the security and confidentiality of documents, conducted prevention and deterrence , detection and corrective measures by the relevant function units , to make efforts to reduce the existence of a written text.

Informal Communication

Informal communication is communication between the organ and the Board of Directors , the member or members of one organ to another , outside of formal communication provisions set forth in the statutes and regulations that apply .
Selain menggunakan surat/nota pribadi secara tertulis  (hard-copy), komunikasi informal dapat berupa, antara lain:

  1. Personal E-mail;
  2. Group-chatting;
  3. Knowledge Management Systems.