The Board of Commissioners has an important role in the running of the Limited Liability Company (PT) business activities. Yes, the Board of Commissioners itself is an organ of the company whose task is to carry out general or special supervision in accordance with the articles of association and provide advice to the Board of Directors. As the second highest position after the General Meeting of Shareholders, the Board of Commissioners has a fiduciary duty to act in the best interest of the company and avoid all forms of personal conflict of interest. Based on OJK Regulation No. 33/2014, every company is required to have at least two members of the Board of Commissioners who are elected by the shareholders through the General Meeting of Shareholders. So, what are the requirements to become a Board of Commissioners in a PT? We have summarized the information below for you. Check out the following explanation carefully!
Basic Requirements to Become a Board of Commissioners of a PT
Basically, to become a PT Board of Commissioners, there are only two main requirements that must be met. This is in accordance with the main basis, namely Law No. 40 of 2007 concerning Limited Liability Companies (UU PT). The two main requirements include:
Individual
Basically, those who can be appointed as the Board of Commissioners of a PT are individuals. So that legal entities cannot become the Board of Commissioners of PT.
Capable of Performing Legal Acts
To be a Board of Commissioners of a PT, a person must be capable of performing legal acts. Therefore, a minor and a person under a pardon cannot become a Board of Commissioners.
According to the Civil Code, an immature person is one who has not reached 21 years of age and has not been previously married.
Additional Requirements to Become a Board of Commissioners of PT
In addition to the above basic requirements, the authorized technical agency may set additional requirements for Board of Commissioners candidates based on laws and regulations. For example, Regulation of the Minister of State-Owned Enterprises No. PER-03/MBU/2012 on Guidelines for the Appointment of Members of the Board of Directors and Members of the Board of Commissioners of State-Owned Subsidiaries and its amendments regulate the formal, material and other requirements for a person to be nominated as a member of the Board of Directors and Board of Commissioners of a State-Owned Subsidiary. Thus, it is also necessary to pay attention to further provisions regulated by the authorized technical agencies.
Who Cannot Be a Board of Commissioners of a PT?
Despite fulfilling the requirements as mentioned above, there are several criteria for individuals who cannot be appointed to the Board of Commissioners of a PT, namely individuals who within the five years prior to the appointment had:
- Declared bankrupt;
- Being a member of the Board of Directors or a member of the Board of Commissioners who is found guilty of causing a PT to be declared bankrupt; or
- Convicted of a criminal offense that harms state finances and/or is related to the financial sector. The financial sector refers to bank and non-bank financial institutions, capital markets, and other sectors related to the collection and management of public funds.
For the record, the five-year period is calculated from the time the person concerned is found guilty based on a court decision that has legal force that has caused the PT to go bankrupt or if convicted, it is calculated from the completion of serving the sentence.
Term of Office of the Board of Commissioners of PT
Regulation of the Minister of Finance No. 197/PMK.06/2019 stipulates the term of office of the Board of Commissioners of a PT for five years, starting from the date set by the General Meeting of Shareholders (GMS) that appointed them and ending at the closing of the fifth annual GMS after the date of appointment. The term of office of the Board of Commissioners of a PT can end if:
- Passed away
- His term of office ends
- Declared bankrupt
- No longer fulfill the requirements as Board of Commissioners
- Resign and have his/her resignation accepted by the GMS.
- Dismissed based on the resolution of the GMS with acceptable reasons.
After their term of office ends, the Board of Commissioners may be reappointed by the GMS for up to two terms.
KH Contact
Well, those are a number of requirements that must be met to be able to occupy a position as the Board of Commissioners of PT. Not complicated, right? Or are you still confused and have questions about the Board of Commissioners and other organs for your PT? No need to worry, just consult with Kontrak Hukum. As a digital legal platform, we can help KH Pals with matters related to companies (business entities) starting from the establishment, processing of legal documents, to consulting the needs in it such as the Board of Commissioners, Members of the Board of Directors, and so on. No need to worry, because with fast workmanship and affordable prices, all data information related to your company is guaranteed to be safe and protected. To see which services are suitable for your business entity, visit this page immediately. If you have any other questions, don’t hesitate to contact us at Tanya KH or via Direct Message (DM) to Instagram @kontrakhukum. With KH, #semuajadiberes!
