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To support the implementation of Good Corporate Governance (GCG), Energi Mega Persada (EMP) has implemented a Board structure which operates in accordance with the provisions of Law No. 40 of 2007 on Limited Liabilities Company. This organizational structure is composed of primary organs. The primary organs are the General Meeting of Shareholders (GMS), the Board of Commissioners, and the Board of Directors. The Board of Commissioners and the Board of Directors form the basis for EMP’s two-board system, with GMS serving as the ultimate decision-maker.
Each part of EMP’s organizational structure performs its functions in accordance with applicable law, EMP’s Articles of Association, and other provisions. This is built on the principle that each part is autonomous in carrying out its duties, functions, and responsibilities, which are aligned with the EMP’s overall interests. |
Roles and responsibilities of Board of Commissioners
The main purpose of the Board of Commissioner is to advise and supervise the Board of Directors. The Board of Commissioner is not involved in operational decisions, but instead serves as a monitoring role over the Board of Directors’ decision-making and application of Good Corporate Governance principles.
The scope of work of the Board of Commissioners include:
- Provide a decision on proposed legal actions of the Board of Directors that requires written approval.
- Provide advice and opinions to the Board of Directors on the preparation and implementation of the Budget and Work Plan Program in order to comply with the requirements of the Articles of Association, the GMS and any applicable laws.
- Supervise the conduct of EMP’’s overall management and implementation of management policy to ensure proper management of the company.
- Convene AGMS and GMS in accordance with its authority as outlined in the Company’s Articles of Association and applicable laws.
- Approve the material transactions as outlined in the EMP’s Article of Association.
The Board of Commissioners ensures compliance by EMP to the GCG principles. They are supported by:
- Audit Committee.
- Nomination and Remuneration Committee.
- Affiliated and Conflict of Interest Committee.
- Good Corporate Governance Committee.
The Board of Commissioners serves as an advisory and if required, a monitoring and auditing board over the Board of Directors. As part of the EMP’s broader corporate structure for enabling Good Corporate Governance implementation, the Board of Commissioners can exercise rights which include, but is not limited to:
- Request explanation from the Board of Directors or other officers on issues regarding the management of EMP.
- Audit EMP’s wealth to check and match the state of cash and others for verification purposes.
- If necessary, suspend or request the suspension of a director by convening an extraordinary GMS
The full scope of work and authority that can be exercised by the Board of Commissioners is stipulated by local regulations and EMP laws, such as the Articles of Association and Board Manual.
Roles and responsibilities of Board of Directors
Under the Board of Directors corporate structure, the main purpose of the Board of Directors is to make decisions and develop general and strategic policies which affect the day-to-day running of EMP. They will consult with the Board of Commissioners, and in making certain strategic decisions (e.g. borrowing money, selling assets and paying dividends), will also seek their approval. The scope of work for the Board of Directors includes:
- Determine EMP’s policies and strategies as a whole, in accordance with EMP’s aims and objectives.
- Supervise and provide the direction to the daily operational activities of EMP.
- Carry out all actions regarding the management and ownership of EMP and maintain and manage the EMP’s assets.
- Represent EMP in and out of Court on all matters and in all events where needed.
The Board of Directors ensures compliance by EMP to the GCG principles that supported by the:
- Risk Management Committee.
- Supervisory and Compliance Committee.
- Environmental, Social, Governance (ESG) Committee
To ensure alignment in incentives between the Board of Directors and EMP’s objectives, all members of the Board of Directors are to be jointly responsible for a company loss, if the loss occurs as a result of the fault and/or negligence of members of the Board of Directors in their duties
Board Independence Initiative
To further bolster implementation of Good Corporate Governance at EMP, Board of Commissioners and Board of Directors are further complemented by a commitment to independence at a leadership level.
As a public company, EMP is compliant with POJK No. 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Issuer or Public Companies, which stipulates that at least 30% of members in the Board of Commissioners must be fully independent.
In line with the POJK regulations, an independent Commissioner is defined as:
- A member of the Board of Commissioners who comes from outside the Issuer or Public Company.
- Is not a person who works or has the authority and responsibility to plan, lead, control, or supervise the activities of the Public Company within the last 6 (six) months, except for reappointment as Independent Commissioner of the Company in the next period.
- Does not own shares either directly or indirectly in the Company.
- Has no affiliation with the Company, members of the Board of Commissioners, members of the Board of Directors, or major shareholders of the Company.
- Does not have a business relationship either directly or indirectly related to the Company’s business activities.
Independent Commissioners are crucial in enhancing Good Corporate Governance by providing unbiased judgement made in the best interests of EMP. As they do not have material relationship to EMP, Independent Commissioners provide objective advice and supervision over the Board of Directors and EMP, fully aligned with the principles set out under EMP’s Good Corporate Governance mechanism.
Currently, 2 out of 6 members of the Board of Commissioners fulfill the POJK regulations listed above and are independent with their affiliation to the Company, above the 30% mandated under POJK No. 33/POJK.04/2014.
Board Diversity Initiative
Under the EMP’s Diversity Policy, we have committed to setting out a 30% target for female employees across the workforce by 2033.
EMP recognizes the importance of transformation that comes from the management. Currently, EMP is proud to announce that the company is reflecting the importance of diversity at the highest leadership through the inclusion of female members in the Board of Commissioners and Board of Directors as follows:
- 1 female member on the Board of Commissioners.
- 1 female member on the Board of Directors.