Board of Commissioners

The Board of Commissioners is the organ of the company responsible for supervising and directing the Directors according to the company's articles of association, and ensuring that the company applies the principles of GCG effectively.

Charter of the Board of Commissioners

In carrying out its duties, responsibilities and authorities, the Board of Commissioners of AE complies with the Board of Commissioners' Charter to ensure the fulfillment of these three things. The Board of Commissioners Charter is a company document prepared to realize the commitment of the Board of Commissioners and to guide the Board of Commissioners in implementing GCG. This guide is in line with the company's articles of association, GCG principles, and applicable laws and regulations.

The Board of Commissioners Charter has been effective since 2015 and is regularly reviewed based on GCG principles, capital market rules and regulations, and other applicable provisions. The Charter of the Board of Commissioners was last updated in June 2019.

Download    Charter of the Board of Commissioners  

Board of Commissioners Composition

The composition and number of members of the Board of Commissioners are determined by the GMS taking into account the company's conditions and the diversity of expertise, knowledge and experience of the members.

The AE Board of Commissioners consists of five members: three representatives of major shareholders and two independent commissioners. This composition complies with the company's articles of association, OJK Regulation No. 33 / POJK.04 / 2014, and the Board of Commissioners Charter, which requires that at least 30% of the members of the Board of Commissioners be independent commissioners.

In accordance with OJK Regulation No. 33 / POJK.04 / 2014 and the Charter of the Board of Commissioners, independent commissioners must meet the following requirements:

1. is not a person who works or has the authority and responsibility to plan, lead, control or supervise the activities of the company within the past six months;
2. not owning company shares, either directly or indirectly;
3. has no affiliation with the company, other members of the Board of Commissioners, members of the Board of Directors or major shareholders of the company; and
4. does not have a business relationship either directly or indirectly related to the company's business activities.

As of December 31, 2019, none of the members of the AE Board of Commissioners served as directors and commissioners in more than two other public companies, which was in accordance with the provisions of OJK Regulation No. 33 / POJK.04 / 2014 and the Board of Commissioners Charter.

Duties, Responsibilities and Powers of the Board of Commissioners

The Board of Commissioners is responsible for supervising and directing the Directors, as well as ensuring that the execution of policies is in line with the company's articles of association, applicable laws and regulations, and GCG principles.

The Board of Commissioners must carry out their duties and responsibilities in good faith, with full responsibility and prudence and always place AE's best interests above other interests as specified in the Board of Commissioners' Charter.

The Board of Commissioners has the authority to temporarily dismiss members of the Board of Directors by stating their reasons and carrying out the company's management functions for a certain period of time according to the Company's Articles of Association. The Board of Commissioners is also authorized to form Audit Committees and other committees if necessary and evaluate their performance at the end of the year.

The duties, responsibilities and authorities of the AE Board of Commissioners are explained in the Articles of Association and further stated in the Charter of the Board of Commissioners.

During 2019, the Board of Commissioners approved the AE annual work plan, approved the distribution of interim dividends proposed by the Board of Directors, evaluated audits by KAP, determined the amount of KAP honorarium and other provisions, determined and approved the honorarium or salary and other facilities for the Board of Commissioners and Directors, evaluated AE's operational and financial performance with the Board of Directors and monitors the latest market developments.

These duties and responsibilities have been reported to the AGMS held on May 20, 2020 and approved by the shareholders.

Board of Commissioners' Meeting and Decision

As regulated in AE's Articles of Association, OJK Regulation No. 33 / POJK.04 / 2014 and the Board of Commissioners Charter, the Board of Commissioners meets at least once every two months or whenever needed. The Board of Commissioners is also required to hold regular meetings with the Directors at least once every four months.

The Board of Commissioners' meeting for the current year is scheduled at the beginning of the year. Materials for scheduled meetings are distributed before the day the meeting is held.

Meetings of the Board of Commissioners are considered valid and binding if attended by more than 1/2 (half) of their members or power of attorney. The decision of the meeting is made based on deliberation to reach consensus. However, if a decision cannot be reached through consensus, the decision is made based on a majority vote. All strategic decisions require approval from the Board of Commissioners and Directors before being implemented. Minutes of the Board of Commissioners' meeting are made, including differences in opinion.

In 2019, the Board of Commissioners held 6 (six) official meetings:

*Just appointed at the 2019 AGM and attending all meetings of the Board of Commissioners since his appointment

**Calculated from the appointment

The Board of Commissioners also held 6 official meetings with the Directors in 2019: