CORPORATE GOVERNANCE STRUCTURE

Good Corporate Governance in ADHI is implemented through the relevant corporate governance bodies, namely General Meeting of Shareholders (GMS), the Board of Commissioners (BOC), the Board of Directors (BOD), the Oversight and Management Committees, the Management Team that comprises of senior executives and managers, the Corporate Secretary and the Internal Audit Unit.

GENERAL MEETING OF SHAREHOLDERS (GMS)

Rights and Authorities of Shareholders
The General Meeting of Shareholders is the most powerful body in the Company, representing the interests of shareholders, which hold all authorities not given to the BOC and BOD.

The rights of shareholders include:

  • Attending meeting of Shareholders and using their voting rights.
  • Receiving a share of the Company's profit.
  • Gaining full information regarding the Company, including its financial performance, technical, and other matters stated in the Annual Report and Performance Report in the General Meeting of Shareholders.
  • Gaining information regarding the Company in a timely and organized manner, enabling Shareholders to make informed decisions.
  • Being informed on the implementation of Good Corporate Governance within the Company.

The authorities of Shareholders include:

  • Appointing and dismissing members of the BOC and BOD.
  • Assessing the performance of the Commissioners and Directors.
  • Appointing the independent auditors based on recommendations from the BOC.
  • Appointing the Public Accounting Firm to audit the Company's financial statements.
  • Determining the remuneration for members of the BOC and BOD.

BOARD OF COMMISSIONERS

The Board of Commissioners is the main supervisory body responsible for overseeing the management of the Company by the Board of Directors.

In supervising the Company, the BOC is assisted by Committees that are formed by, and are responsible to, the BOC. Inputs on the Company's performance by the BOC should be based on the recommendation of the BOC committees.

BOARD OF DIRECTORS

The Board of Directors is the main executive body responsible for managing the day-to-day operations, in achieving the vision and goals of the Company.

Pursuant to the Articles of Association, the BOD also represents ADHI in legal matters, both within and outside of court proceedings in line with prevailing regulation.