Before we discuss what is the role of a commissioners in a company, we better understand the definition of commissioner. Commissioner, or often referred to as “Komisaris”, is and individual or a group of individuals who occupy the highest position within a company. In many cases, board of commissioners are normally the owner or majority shareholders of a company.
According to Limited Liability Company Law, there are three organs of a company:
- General Meeting of Shareholders
- Board of Commissioners and
- Board of Directors
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The hierarchy above shows the hierarchy of each organ’s authority: General Meeting of Shareholders (GMS) has the highest authority where all of major crucial decisions and policies are made, including the appointment and dismissal of a commissioner and director.
Each company may assign different job description for a commissioner, depending the policy made at the General Meeting of Shareholders. However, below are a general idea of role of commissioners within a company under the company law provision:
- To perform periodical supervisions and evaluations on the company’s performance.
- To appoint and dismiss the director
- To review and approve the work plan
- To approve annual report
- To give advice to the board of directors
Overall, the role of commissioners is to protect the interests of shareholders, ensure good corporate governance and regulatory compliance of a company. In a big organization, commissioners jointly operates in a so called Board of Commissioners (BOC) to oversee the Directors or Board of Directors (BOD) to ensure they are running the company based on its policies and toward its goals.
If you are still not sure whether you want to be the commissioner or director, it is recommended to consult your legal consultant.
