GCG Structure and Policy


  General Meeting Of Shareholders  
                                   
         
  Board Of Commisioners Check & Balance Board Of Directors  
                                     
                 
Audit Committee   Nomination & Remuneration Committee   Internal Audit Unit   Corporate Secretary
 
  The company's main organ The Company’s support organ  

OVERVIEW

The Company's main organs consisting of the General Meeting Of Shareholders (GMS), the Board of Commissioners and the Board of Directors, have an important role in the implementation of Good Corporate Governance (GCG) effectively. The Company organs must carry out their functions in accordance with applicable regulations on the basis of Good Corporate Governance Principles that each organ has Transparency, Accountability, Responsibility, Independence and Fairness in carrying out its duties, functions and responsibilities for the benefit of The Company.

  1. GMS
    Is a company organ that holds the highest authority in The Company that represents the interests of shareholders and has authority not given to the Board of Directors or the Board of Commissioners, within the limits specified in the law or articles of association.

    The authority of the GMS includes the appointment and dismissal of members of the Board of Commissioners and Directors, evaluating the performance of the Board of Commissioners and Directors, approving amendments to the Articles of Association, approving annual reports and determining the amount of remuneration for members of the Board of Commissioners and Directors as well as making decisions related to corporate actions or other strategic decisions proposed by the Board of Directors . The GMS consists of:
    1. The Annual GMS, which must be held no later than 6 (six) months after the end of the financial year;
    2. The Other GMS, which can be held at any time based on the need for the interests of the Company.

    Decisions taken at the GMS are based on the interests of The Company.
  2. Board of Commissioners
    The Board of Commissioners is a Company organ that is responsible for overseeing the Company's policies and management carried out by the Board of Directors, and advising the Board of Directors on behalf of the Company. The Board of Commissioners is responsible to the GMS.

    The Board of Commissioners has the authority to temporarily dismiss members of the Board of Directors by stating the reasons. The Board of Commissioners may also take action to manage the Company in certain circumstances for a certain period.

    In carrying out its duties and responsibilities, the Board of Commissioners is assisted by supporting committees namely the Audit Committee and the Nomination and Remuneration Committee which are the supporting organs of the company. The Board of Commissioners carries out duties and responsibilities professionally and independently in accordance with the applicable provisions in order to assist the Board of Commissioners in carrying out the duties and functions of oversight of the accounting and financial reporting processes, conducting audits, internal control, and ensuring the application of the principles. GCG principles are carried out by the Board of Directors and all stakeholders to achieve the sustainability of The Company.
  3. Directors
    The Board of Directors is a Company organ that is fully responsible for managing the Company in accordance with the Articles Of Association in order to achieve the Company's vision and mission as outlined in the Annual Work Plan. Members of the Board of Directors are appointed and dismissed by the GMS. The accountability of the Board of Directors to the GMS is a manifestation of the accountability of the management of The Company in the framework of implementing GCG principles.

    To assist the duties of the Board of Directors in carrying out the management of the Company, the Board of Directors appoints a Corporate Secretary and establishes an Internal Audit Unit that is directly responsible to the President Director.

LEGAL REFERENCES


Board Manual


Good Corporate Governance Guidelines


The implementation of GCG in the Company refers to:

  1. Law of Republic Indonesia No. 40 Year 2007 on Limited Liability Companies and its implementing regulations.
  2. Law of Republic Indonesia No. 8 Year 1995 on Capital Market and its implementing regulations.
  3. Financial Services Authority Regulation No. 21/POJK.04/2015 on Public Companies Corporate Governance as well as Circular Letter of Financial Services Authority No. 32/SEOJK.04/2015 on Public Companies Corporate Governance Guidelines.
  4. Guidelines on Indonesia’s Good Corporate Governance issued by the National Committee on Governance (KNKG) in 2006.
  5. Article of Association of AirAsia.