Structure of GCG
The main organ of the company which consists of the GMoS, the Board of Commissioners, and Board of Directors, have an important role in the effective implementation of GCG. These company’s organs should perform its functions in accordance with the applicable provisions – that each organ has transparency, accountability, responsibility, independence, and fairness in carrying out the duties, functions, and responsibilities for the interests of the company.
This organ of the company holds the highest authority in the company, which represents the interests of shareholders and has the authority that is not given to the Board of Directors or Board of Commissioners, within limits according to the law or the Articles of Association.
The authorities of the GMoS are appoint and dismiss members of the Board of Commissioners and Board of Directors, evaluate the performance of the Board of Commissioners and Board of Directors, approve the amendment of the Articles of Association, approve the annual report and set the amount of remuneration for the Board of Commissioners and Board of Directors, and decide the corporate actions or other strategic decisions proposed by Directors. GMoS consists of:
The decisions (which are taken at General Meeting of Shareholders) are based on the interests of the Company.
The Board of Commissioners (BOC) is an organ of the company that is responsible for the supervision of the policies and management of the company, which is run by the Board of Directors. The BOC advises the Board of Directors for the interest of the company and is responsible to the GMoS.
The BOC has the authority to temporarily discharge the members of the Board of Directors, by stating the reasons. The BOC can also perform actions of company’s management in certain circumstances for a certain period of time.
In carrying out these duties and responsibilities, the BOC is assisted by Audit Committee (the supporting committees).
The Board of Directors is the company’s organ that is fully responsible for the management of the company in accordance with the Articles of Association, in order to achieve the vision and mission of the company, which is set forth in Company’s Long-Term Plan and Annual Work Plan and Budget. Members of the Board of Directors are appointed and dismissed by the GMoS. The responsibility of the Board of Directors to the GMoS is the accountability manifestation of the company’s management in the implementation of GCG principles.
To help Directors in carrying out these duties, the Board of Directors appointed a Corporate Secretary and formed Internal Control Unit (SPI).