What’s a commissioner? – Commissioner is one part of the company. Commissioner is an important position in the company. Not just anyone, to reach the position of commissioner is also not easy.
Commissioners are people who will take part in the achievement of a company. Is the company running well or not. Commissioners are people who have to provide oversight and provide advice to the directors and their subordinates.
Before knowing more about commissioners, see the explanations below
Definition of Commissioner
Commissioner is the highest position in a company. Sometimes, someone who serves as a commissioner can act as a shareholder or owner of the company. The position of the commissioner will work closely with the directors.
In addition, commissioners also have responsibility for the progress of the company. As well as supervise the parties under it effectively.
Commissioner is a designated position, the point is to oversee all company activities. Especially like the policies and management of a company. Generally, the position of commissioner will be filled by a group of people.
This group of people is called the board of commissioners. The board of commissioners will be chaired by a main commissioner. The position of commissioner is important in a company.
A company leader, such as directors will need supervision. The goal is to be able to make policies in accordance with the vision and mission of the company. Not only that, commissioners can also change the leadership of a company.
This is done if it is felt that the company leader cannot carry out his responsibilities properly.
As explained briefly above, the commissioner is the highest position in a company. Sometimes, the commissioners also act as a company owner. Not only that, the commissioner can also act as a shareholder of the company.
The commissioners are people who work closely with the directors. Apart from being responsible for the development of the company, they will also command various parties within the company. In this case, the commissioner will also oversee the running of the company.
Why is the commissioner a very important position? Because, the directors also need supervision. So that they can carry out their duties properly. Every company certainly has a commissioner.
Commissioners Duties and Responsibilities
- Give orders to the company, by implementing various policies and broad objectives of the company or organization it leads.
- Has the right to support, elect, appoint and even give an assessment on the performance of the directors of the company he leads.
- Duty to ensure that the company’s financial resources are sufficient.
- Responsible for approving the annual budget.
- Responsible for the performance of the company to the shareholders
- Can determine the nominal salary and compensation that will be received by each member of the board of commissioners in the company.
In article 114, Law no. 40 of 2007, regarding limited liability companies or UUPT, there are several main functions and main tasks of a commissioner. The main duties and main functions of a commissioner are as follows:
- The board of commissioners can supervise company policies.
- The board of commissioners can supervise operational management in general. Both matters related to the company and the company’s business.
- The board of commissioners can provide advice to the board of directors.
- Providing advice and supervision is carried out in the interests of the company. Conducted in accordance with the aims and objectives of the company.
- The board of commissioners will carry out their duties with full attention, good intentions and be responsible for the interests of the company.
- The board of commissioners must take responsibility if there is a loss suffered by the company, if they are negligent in carrying out their duties and functions.
However, even though the commissioners must take personal responsibility for losses that may be experienced by the company, the board of commissioners cannot be held directly responsible for these losses. Especially if the commissioner proves several things, such as:
- The commissioners have finished carrying out supervision with good intentions and are very careful, in the interests of the company. Also in accordance with the main goals and objectives of the company.
- The commissioners have no personal interest, directly or indirectly, in an act of management of the directors which may result in a loss.
- The commissioners have been able to give all their advice to the board of directors. To prevent the occurrence or continuation of such losses.
Then, in article 116 of the Company Law, the board of commissioners also has several obligations in carrying out their functions and duties. The obligations of the commissioners are as follows:
- The board of commissioners makes a minutes of meeting of the board of commissioners. Then keep a copy neatly. The goal is to make it easy to find when you need it later.
- The board of commissioners must provide a report to the company or company. The report is related to share ownership or family to the company.
- The board of commissioners must report on the duties and supervision that have been carried out during the new standard year that has just passed at the GMS.
What is the difference between an Independent Commissioner and a Main Commissioner?
Then, what is the difference between an independent commissioner and a delegation commissioner?
Independent commissioners are commissioners who are from outsiders. Then, based on a decision he is appointed at the GMS or General Meeting of Shareholders. The legal position for an independent commissioner in the organ of the board of commissioners is a commissioner who is classified as independent.
Therefore, an independent commissioner must at least be able to fulfill various main requirements. such as having no affiliation with any party, especially with major shareholders, other members of the board of commissioners, and members of the board of directors who have been regulated in an articles of association.
While the delegation commissioner is a commissioner who is elected based on a decision from the meeting of the board of commissioners. In law, the position of delegation commissioner is an inseparable part of the board of commissioners.
In addition, what distinguishes independent commissioners and delegation commissioners is the process of selecting or appointing them. Independent commissioners will be selected based on the resolution of the GMS or General Meeting of Shareholders. While the delegation commissioners will be selected based on the meeting of the board of commissioners.
How Much is the Commissioner’s Salary?
As you know, there are several types of companies. Is the company privately owned, or state-owned (BUMN). This will affect the salary of the commissioners.
A commissioner’s salary is determined using the basis for calculating remuneration. Generally, the chief commissioner will earn around 45% of the salary earned by the chief director. If there are other commissioners, then the amount of salary they will get is 90% of the salary of the main commissioner.
However, the size of this presentation also depends on the policies or rules of the company itself. Meanwhile, commissioners in state-owned companies or BUMN are regulated in the Minister of BUMN Regulation Number Per-12/MBU/11/2020.
This regulation is the fifth amendment to the Minister of BUMN Regulation PER-04/MBU/2014, concerning Guidelines for Determining the Income of Directors, Board of Commissioners and Board of Trustees of State-Owned Enterprises.
The amount of performance incentives from commissioners has been stipulated in CHAPTER 2, number 13, part E. It is stated that the main commissioner will receive a salary of around 45% of the salary earned by the main director.
Meanwhile, the deputy main commissioner will receive a salary of around 42.5% of the salary earned by the main director. The board of commissioners will receive a salary of 90% of the main commissioner’s salary.
Appointment or Election of Commissioners
GMS is a meeting, where the shareholders can have exclusive authority. The authority referred to here is to obtain information about the company from the directors or commissioners. As well as decision making on policies in a company.
In the law, it is explained that the GMS has a central function for shareholders. This function can be used in determining various policies regarding the company.
The requirement to become a commissioner or board of commissioners is a person who is considered capable and capable of carrying out legal actions. A person who becomes a commissioner is not allowed to have ever been bankrupt, have committed a crime related to finance, or have the potential to bankrupt a company.
Referring to Law no. 40 of 2007, shareholders who have represented at least 1/10 of the total shares with voting rights, can sue members of the board of commissioners who have negligence or mistakes that have the potential to cause losses to the company. The shareholder can report it to the district court.
This case will certainly be different from the appointment or election of BUMN commissioners. This is because SOEs are companies owned by the state. Based on this, the appointment or selection of commissioners is also the authority of the government or the state.
Based on Presidential Instruction No. 8, 2005, it is explained that the appointment of SOE commissioners must go through a feasibility test that is accountable and transparent. In addition, the names that are shortlisted to become commissioners must also have gone through an assessment from the TPA or the Final Assessment Team.
The final assessment team consists of several key people. Such as the President, Vice President, Minister of Empowerment, Minister of BUMN, State Apparatus, Head of the State Intelligence Agency and Cabinet Secretary. As well as technical ministers in accordance with the business activities of the relevant BUMN company.
After the candidate for BUMN commissioner has been deemed worthy by the final assessment team, he can then be appointed as a commissioner at the relevant BUMN GMS.
In addition, the board of commissioners also has the duty and responsibility to provide input and advice to the company’s board of directors. Apart from being the duties and responsibilities of the board of commissioners, this is also done so that the company has a good image in the eyes of the public and its shareholders.
The board of commissioners must also be able to monitor the smooth running and health of the company’s finances. In this case, the directors of the company through their subordinates must be able to provide neat and accurate financial reports. The goal is to be reported to the board of commissioners. In order to be able to make the right policies in the future within the company.
That is an explanation of what a commissioner is. Find more information at www.sinaumedia.com . sinaumedia as #FriendsWithoutLimits will always present interesting articles and recommendations for the best books for Sinaumed’s.
Author: Wida Kurniasih
Source: from various sources
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