Government Regulation No. 42 re Perum (Estate Public Corporation) Otorita Jatiluhur (Jatiluhur Authority)

THE PRESIDENT OF THE REPUBLIC OF INDONESIA GOVERNMENT REGULATION OF THE REPUBLIC OF INDONESIA NO. 42 OF 1990 DATED AUGUST 23, 1990 RE PERUM (STATE PUBLIC CORPORATION) OTORITA JATILUHUR (JATILUHUR AUTHORITY) THE PRESIDENT OF THE REPUBLIC OF INDONESIA, Considering Bearing in mind a. that, with the promulgation of Government Regula tion No.3 of 1983, re Procedure of Promotion and Supervision on PERJAN (DEPARTMENTAL COMPANY),PERUM (STATE PUBLIC CORPORATION) and PERSERO (STATE LI MITED LIABILITY COMPANY), as already amended with Government Regulation No. 28, of 1983, so the arrangement of PERUM OTORITA JATILUHUR, establish ed with Government Regulation No. 20, of 1970, as already amended with Government Regulation No. 35, of 1980, should be adjusted; b. that in relation to said matter, it is deemed ne cessary to re-regulate said PERUM. 1. Article 5 of the 1945 Constitution; 2. Law No. 19 Prp of 1960 re State Undertakings (State Gazette of 1960 No. 59, Supplement to State Ga zette No. 1989); 3. Law No.9 of 1969 re Stipulation of Government Re gulation, Substitution of Law No.1, of 1969 on FORMS of State Undertakings (State Gazette of 1969 No. 16, Supplement to State Gazette No. 2890) to become a Law {State Gazette, of 1969 No. 40, Sup plement to State Gazette No. 2904; 4. Law No. 11 of 1974 re Irrigation (State Gazette of 1974 No. 65, Supplement to State Gazette No. 3046) 5. Law No. 15, of 1985 re Electric Power (State Ga zette of 1985 No. 74, Supplement to State Gazette No. 3317); LL 2844 CAFI 126 / 23-10-1990. 6. Government Regulation No.6, of 1981 re Contri bution for Exploitation and Maintenance Financing of irrigation Infrastructure (State Gazette of 1981 No.6, Supplement to State Gazette No. 3189); 7. Government Regulation No. 22 of 1982 re Procedure of Water Management (State Gazette No. 37, Sup plement to State Gazette No. 3225); 8. Government Regulation No. 23, of 1982 on Irriga tion (State Gazette of 1982 No. 38, Supplement to State Gazette No. 3226); 9. Government Regulation No.3, of 1983 re Procedure of Promotion and Supervision on PERJAN, PERUM AND PERSERO, (State Gazette of 1983 No.3, Supplement to State Gazette No. 3246) as already amended with Government RegulationNo. 28, of 1983 (State Ga zette of 1983 No. 37); 10. Government Regulation No. 10, of 1989 re Provision and Utilization of Electric Power (State Gazette of 1989 No. 24, Supplement to State Gazette No. 3394) ; HAS DEC IDE D : To stipulate GOVERNMENT REGULATION OF THE REPUBLIC OF INDONESIA ON PERUM "OTORITA JATILUHUR II • CHAPTER I GENERAL PROVISIONS Article 1 In this Government Regulation, meant by : 1. Government is the Government of the Republic of Indonesia; 2. President is the President of the Republic of Indonesia; 3. Minister is the Minister of Public Works; 4. Director General is the Director General, Responsible for the Irri gation Sector; 5. Supervisory Board is the Supervisory Board of PERUM II OTORITA JA TILUHUR "; 6. Corporation is the State Public Corporation (PERUM) "0torita Jati luhur"; 7. Board of Directors is the Board of Directors of PERUM II Otorita Ja tiluhur "; 8. President Directors is the President Directors of PERUM Jatiluhur II LL CAFI 126 / 23-10-1990. II Otorita 2845 9. Personnel is the personnel at PERUM "Otorita Jatiluhur"; 10. Promotion is the activity to give guidelines for PERUM II Otorita Ja tiluhur" in planning,organizing, implementing, and control, with the aim that the Company can implement its tasks and function effec tively and efficiently, and can develop properly; 11. Supervision is the entire evaluation activity process on the Com pany with the aim, that the company can implement its tasks and function properly, and be successful to achieve the stipulated aims; 12. Inspection is the activity to evaluate the company, by means of com parison between the true situation, and what has to be done, both in the financial sector and in the operational technical sector; 13. The Company Management is the activity of planning, organizing, im plementing, controlling the Company, pursuant to the Promotion out lined by the Minister. 14. Electric Power is everything inwolving the provision and utilization of electric power. CHAPTER II ESTABLISHMENT OF THE COMPANY Article 2 The Company, established with Government Regulation No. 20 of 1970 as already amended with Government Regulation No. 35 of 1980, shall con tinue its existence, and shall continue its further businesses, based on the provisions in this Government Regulation. CHAPTER III ARTICLES OF ASSOCIATION OF THE COMPANY First Part General Article 3 (1) The company as meant in article 2, is a corporate implementing Ex ploitation and maintenance undertakings of irrigation infrastructure and endeavour water, water resources and Electric Power. (2) The company shall conduct its businesses, based on the provisions in this Government Regulation and the prevailing legislative regula tions. (3) Without prejudicing the provISIons in this Government Regulations~he Company shall adhere to the Indonesian Laws. LL 2846 CAFI 126 / 23-10-1990. Second Part o 0 MI C I L E Article 4 (1) The company shall be domiciled and have its head Office at Jatiluhur (2) Any change of domicile and Head Office of the Company, shall be sti pulated by the President, on the proposal of the Minister. (3) In the framework of development, the Company can establish an execu tive organization unit, stipulated by the Board of Directors, with the approval from the Minister. Third Part NATURE/CHARACTERISTICS, AIMS AND OBJECTIVES Article 5 (1) The nature/characteristic of the company·s business is providing services/or public utility, and simultariously fostering propts, based on cooperate/company management principles. (2) The aim of establishing the company is to implement public utiliza tion of quality - and adequate water and water resources/or meeting the general public·s life, and to implement certain tasks, given by the Government in the management of rive flow areas, covering, among others, the protection, development and use of river and/on water resources, including the provision of information, recommendations, instruction/extension and guardance. (3) The company's Aim is the participate in the National economic De velop~ent, by playing a role in implementing the National develop ment programs in the water, water resources and electric power mana gement sectors. Article 6 (1) For achieving the objective and aim as meant in article 5, the com pany shall also conduct rehabilitation activities. (2) The cost amount for the rehabilitation activities shall be the liabi ty of the Company, stipulated by the Minister, after obtaining the approval from the Minister of Finance. Fourth Part FIELD OF BUSINESS Article 7 By adhering tothe economic principles, and by guaranteeing the safety of State Assets, the company shall implement the following acti vities LL 2847 CAFI 126 / 23-10-1990. a. Provision of raw water for drinking water companies, Electricity Com panies, Estate Companies, Fishery Companies, industries, ports, flush ing and other companies, utilizing water. b. Efforts on Hydro power electricity generation Ir.H. Juanda and its infrastructure. c. Tourism business, consultation services and other businesses, which can support the achievement of the aims as meant in article 5 para graph (3), will the approval from the Minister. Article 8 (1) Tile company sha l l implement the business activities as meant in Article 7. at Bekasi River. Cikeas River, Cikarang River, Cibeet RivesCipamingkis River, Cigentis River, Citarum River, Cikao River, Ciherangharus Riv2r, Cisomang River, Ciherangnungali River, Cimalaya River, Cidengkol River, Cileuleuy River, Ciasem River, Cigadung Ri ver, Cipunegara River, Cibodas River, Cikandung River, Cibeber River Cilalanang River and their tributaries. (2) The water and water resources at other rivers exploitation,conducted by the company, shall be stipulated by the President, on the propo sal of the Minister. Fifth Part CAP I TAL Article 9 (1) The Company's Capital shall be State Assets, separated/set aside from, the State Revenues and Expenditures Budget, and not divided into shares. (2) The Amount of the Company's Capital shall be all State assets value, already invested in the Company as meant in Article 2, except D~m, Reservoir,Dike, and River Streightenning, of which the value shall be stipulated by the Minister of Finance, pursuant to the calcula tion result, carried out jointly by the Ministry of Public Works and the Ministry of Finance. (3) Every capital addition, originating from separated State Assets shall be carried out with a Government Regulation. (4) The company can add its capital with funds, formed and collected internally, pursuant to the provisions in article 55. (5) The company sh~ll not form a silent or secret reserve. (6) All liquid, means, not immediately required by the company, shall be kept in a State-owned Bank, approval by the Minister. LL 2848 CAFI 126 / 23-10-1990. Article 10 (1) The expenditures for investment, implemented by the company can ori ginate from : a. Internal company's funds; b. State capital participation through the State Budget; c. Domestic and/or foreign Loans; d. Other legal sources. (2) The investment Budget shall be forwarded in the company's Budget, while, if an investment budget, is forwarded at the end of the fiscal period concerned, then said investment budget shall be forwarded to gether with the annual budget, or through an amendment of the com pany's budget, and its submission shall be carried out pursuant to the procedure as meant in Article 21. Article 11 (1) The company can acquire and use the funds obtained for developing its business through the issuance of bonds or other legal means. (2) The issuance of bonds or other legal means as meant in paragraph (1), including the provision related thereto, shall be regulated with a Government Regulation. Article 12 Every activity of delivery transfer, charging and amortization fixed assets, receipt of medium term/long term loans, granting of loans in any form and means, whatsoever, non-collection, deletion of receivables and stock from the accounting, can be conducted by the Board of Directors, on the approval of the Minister, after obtaining the prior approval from the Minister of Finance. Article 13 The assigment of any additional task to the Company outside its main task, causing a financial consequence on the company's budget, shall be stipulated by the Minister, after obtaining the approval from the Minister of Finance. Sixth Part Leadership, Promotion and Management Article 14 The company shall be led and managed by a Board of Directors, con sisting of one President Directors, and maximally 4 (four) Directors, pursuant to its field (s) of business. LL 2849 CAFI 126 / 23-10-1990. Article 15 (1) The Promotion of the company shall be conducted by the Minister, who, in its implementation, shall be assisted by the Director General, bas ed on the provisions, to be further stipulated by the Minister. (2) The Director or President Director, for-and on behalf of the Board of Directors, shall receive Directives from and shall responsible to the Minister concerning the general policy for implementing the main duties/tasks of the company and other matters, as deemed necessary. (3) The implementation of the functional administrative responsibility of the company as a State-Owned Undertaking Body to the Government, in this case the Minister and the Minister of Finance, shall be carried out by the President Director on behalf of the Board of Directors. Article 16 The tasks and Authorities of the Board of Directors as follows a. Leading, regulating,and managing the company, pursuant to aims and objectives, by always endeavouring to increase the efficiency and effec tiveness of the company; b. Controlling, maintaining and regulating the Company's Assets; c. Representing the company inside and outside the court of Justice; d. Implementing the general policy in regulating the company, already outlined by the Minister; e. Stipulating the company·s policy, pursuant to the general policy as stipulated by the Minister; f. Preparing the company's annual work plan on time, completed with the financial budget; g. Conducting and maintaining the company's book-keeping/accounting and administration, pursuant to the practice, valid for a company; h. Preparing the organizational structure of the Company, completed with the Job Description; i. Appointing and dismissing personnel, pursuant to the employment regu lations, prevailing for the company; j. Stipulating the salary, pension/old age securily and other incomes for the employyes, and regulating all other employment matters, pursuant to the prevailing legislative regulations; k. Providing all information concerning the condition and the progress of the company, both in the form of annual reports or periodical reports, according to the method and time as stipulated in this Government Re gulation, any time if requested by the Minister; 1. Conducting other obligations, based on the directives of the Minister; LL 2850 CAFI 126 / 23-10-1990. of the within proce performing the Board of Directors' shall be regulated in a Governm~nt Board of Directors, with the approval persons of the Board of Directos' members. or; Employees. both severally as well as jointly. or; or body. who is especially appointed for said mat Article 17 (1) In conducting the main tasks of the Company a. The President Director is entitled authorized to act on behalf of the Board of Directors; b. The Directors are entitled and authorized to act on behalf Board of Directors respectively for their fields of duty. the limits as stipulated in the orderlines regulation and dure of implementing the Board of Directors. work. (2) If the president Directoris permanently indisposed to conducts his work, or if said position is vacant, and his successor is not yet appointed, or has not yet assumed his position. then the President Director's position shall be held by the most senior Director within the service period, based on a temporary appointment of the Minister, both with the powers and authorities of the President Director. (3) If all of the Board of Directors' members are permanently indisposed to perform their work, or the positions of the Board of Directors are entirely vacant. and their successors are not yet appointed. or have not yet assumed their position, then. for the time being, the mana gement and regulation of the company shall be conducted by a Board of Directors' proxy appointed by the Minister. (4) In performing the tasks and authorities as meant in article 16 letter c. the Board of Directors can perform it themselves. or delegate said authority to : a. One or several b. One or several c. Another person ter. (5) The orderlines and procedure of work as meant in paragraph (1). Regulation as stipulated by the of the Minister. (6) The salary. allowances. emoluments. and other incomes of the Board of Directors' members, shall be stipulated by the Minister. with due observance of the prevailing provisions. Article 18 (1) The members of the Board of Directors shall be appointed and ed by the President. on the proposnl of the Minister. after the considerations of the Minister of Finance. (2) The members of the Board of Directors shall be appointed for (five) years' period. and after their service period expires be re-appointed. LL CAFI 126 / 23-10-1990. dismiss hearing a 5 they can 2851 (~) In the matters as mentioned below, the President, on the proposal of tile Minister, can dismits all or one of thp. members of the Board of Directors, although their service period as meant in paragraph (2), has not yet expired, due to J. mutaLion of position for the interest of the Company and the State b. at own request. c. committing an act or taking an attitude, causing losses for the company. d. committing an act or taking an attitude, contradicting the Sta te's interests. e. phusical or mental defect, causing inability to implement the tasks. f. decreased. g. insufficiently capable or apparently not implementing the tasks satisfactorily. h. not implementing the provisions in the company·s acticles of as sociation. (4) A dismissal due to the reasons as meant in paragraph (3), letter c and d, if it constitutes a violation of the criminal law regulations, shall constitute a dishonorable discharge. (5) Before conducting the dissmissal due to the reasons as meant in para graph (3), the member(s) of the Board of Directors concerned shall be given the opportunity to defend him self in writting, addressed to the Minister, which shall be implemented within a period of 1 (one) month after the notification the Board of Directors' members concern ed by the Minister, concerning the dismissal plan. (6) As long as the problem as meant in paragraph (5) is not yet decided, the Minister can suspend the member of the Board of Directors concern ed. (7) If, within a period of 2 (two) months after the dismissal of the mem ber of the Board of Directors concerned, based on the provision of paragraph (4), the decision concerning the dismissal of the member of the Board of the Directors is not yet obtained, then the suspension shall become null and void, and the member of the Board of Directors concerned can immediately assume the position again, except if for said dismissal, a judgement from the court of justice is required, and said matter shall be informed/notified to the person concerned. Article 19 (1) The members of the Board of Directors shall be Indonesian Nationals. (2) The members of the Board of Directors shall be appointed on the basis of ability and skill in company management, possessing knowledge and experience, required for managing the company operating in the sector as meant in article 7, possessing integrity and good morality, and meeting other conditions required for supporting the company's pro gress, managed by them. LL 2852 CAFI 126 / 23-10-1990. (3) The Board of Directors shall give their devotion and full ability to the tasks, obligations and achievement of the objectives of establish ing the Company. Article 20 (1) Among the mEmbers of the Board of Directors, there shall be no family relationship until the third degree, either according to vertical or horizontal line, including children in Law or brothers/sister in Law, except if approved by the President. (2) If after the appointment, they enter into such a prohibited family relationship, then to be able to continue their position. the writ~ Presidential Approval shall be required. (3) Members of the Board of Directors shall not be permitted to have per sonal interests, directly or indirectly. an another association/ com pany, operating/aiming to seek profits. (4) The Board of Directors shall not be permitted to hold dual positions as mentioned here under : a. President Director or Director of another State-Owned Undertaking Body or Private Company or another position relating to the Com pany Management. b. Other structural and functional positions in a Central/ Regional Government Agency/Institution. c. Other positions, based on the prevailing legislative regulations. Seventh Part Work Plan and Company Budget Article 21 (1) At the latest 3 (three) months before the start of validity of the fiscal year. the Board of Director shall submit the Company Workplan and Budget. covering the investment and exploitation Budgets. to -the Minister, to obtain his ratification. based on the joint evaluation. conducted by the Minister and the Minister of Finance. (2) Except if the Minister forwards an objection in writing. or rejects the activities as inserted in the Work Plan and the Company Budget. before entering the new fiscal year, then said Budget shall be fully valid. (3) Additions to the Work Plan and/or Budget. or any Amendment of the budget, made in the fiscal year concerned. shall fish be forwarded to the Minister. according to the procedure and time as stipulated by the Minister. to obtain his ratification based on the joint evalua tion,conducted by the Minister and the Minister of Finance. LL (4) If within (To be continued) 2853 CAFI 126 / 23-10-1990. THE PRESIDENT OF THE REPUBLIC OF INDONESIA GOVERNMENT REGULATION OF THE REPUBLIC OF INDONESIA NO. 42 OF 1990 DATED AUGUST 23, 1990 RE PERUM (STATE PUBLIC CORPORATION) OTORITA JATILUHUR (JATILUHUR AUTHORITY) ( Continued from Warta CAFI No. 126 Dated : OCTOBER 23, 1990 (4) (5) If within a period of 3 (three) months after the submission of the application/request for aoproval as meant in paragraph (3), there is no written objection f~ the Minister, then said work plan and rudget amendment shall be regarded as already ratified. The work plan and/or Company Budget, already ratified, shall con stitute the work basis, and shall become the task of the Board of Directors for the implementation of the activities, inserted therein Article 22 (1) All expenses in the framework of the task implementation of the In ternal Supervision Unit, the Supervisory Board and experts, shall be charged to the Company, and shall be clearly budgetted in the com pany Budget. (2) The Company is prohibited to finance expenditures, made by the Ministry/Agency, promoting and supervising the Company, in the fra mework of the Company Promotion and Supervision. Eighth Part Contribution Article 23 The Contribution for financing the maintenance of the exploitation and irigation infrastructure and sales proceeds of the Hydropower Elee tricity Generating Station, shall be based on the principle of obtaining income, sufficient for the Company to cover the expenses of the exploita tion, stipulated with a Decree of the Minister, on the Board DirectorsT proposal, after attaining the considerations from the Minister of Fi nance. LL 2859 CAFI 127 / 25-10-1990. Ninth Part Accounting System Article 24 Tile Company Fiscal year shall be the calendar year, except if sti pulated otherwise by the Minister. Article 25 (1) Any <1111('fl(lIlI/\1I L. o 1L1IGr caused by transactions or other occurences in Lhe company, influencing/affecting the Assets, Debt, Capital, Costs, and Income, shall be recorded on the basis of one accounting ~ystem as meant in paraqraph (1), which can be accounted for. (2) The accounting system as referred to in paragraph (1), shall be com posed and implemented by the Board of Directors, in order to be able to run properly, based on internal control principles, especially the separation of the management, recording. storage and supervision functi ons. (3) In the framework of audit, the Finance and Development Supervision Agency stlall evaluate the stipulated system as meant in paragraph (2), and if necessary, shall give directives and suggestions for improvement. Tenth Part Supervision Article 26 (1) The Minister shall conduct general supervision on the Company·s pro gres. (2) In the company, a Supervisory Board. responsible to the Minister. shall be established. (3) The Supervisory Board has the task to implement Supervision on the Company management, including the implementation of the work plan and the Company Budget. (4) The Supervisory Board shall implement its task. authority and res ponsibility, pursuant to the provisions effective for the Company. and carry-out the decisions and directives from the Minister. Article 27 The Supervisory Board, in the implementation of its task is obliged. to a. Give opinions and suggestion to the Minister, through the Director Ge neral, about the work plan and Company Budget draft, and its amend~ ments/additions, other reports from the Board of Directors; b. Supervise the implementation of the work plan and the Company Budget. and submit the results of its evaluation to the Minister. with copies to the Board of Directors and the Director General; LL 2860 CAFI 127 / 25-10-1990. c. Follow the activities development, and in case that the Company ~heros a decreasing trend, to immediately report it to the Minister, with a copy to the Director General, accompanied with suggestions concerning the improvement steps to be taken; d. Give un opinion und recommendations to the Minister, with copies to the Director General and to the Board of Directors, concerning any other problem, regarded important for the company management. e. Give repor-t to the Minister and the Minister of Finance periodically (quarterly and annually) and concerning the Company's Progress and the results of the Supervisory Board's task Implementation, if requir ed at any time. f. Carry-out other Supervisory tasks as stipulated by the Minister. Article 28 In the implementation of the supervisory task as meant in article 26, the Supervisory Board shall be obliged to pay attention to a. The Guidelines and Directi ves of the Minister, by always paying at tention to the Company's Efficiency. b. The provisions in the Company's Establishment Regulation, and the prevailing legislative regulations. c. Separate the supervisory task from the Company Management task, con stituting the task and responsibility of the Board of Directors. Article 29 In the implementation of the tasks and obligations, the Supervisory Board has the authorities as follows : a. to inspect the books/accounts, corespondence and other documents,to inspect the Cash conditions (for the perpose of verification) and the Company's Assets. b. to enter the premises, buildings and offices, used by the company. c. Request explanations from the Company management concerning problems, pertaining to the management of the company. d. Request the Board of Directors and/or other functionaries, with the Board of Directors' knowledge, to attend the Supervisory Board Meet ings. e. Attend the Board of Directors meetings and give views on the matters discussed. f. Conduct other matters, deemed necessary, as regulated in the company establishment regulation. LL 2861 CAFI 127 / 25-10-1990. Article 30 ~1) The Supervisory Board shall hold a meeting once in three (3) months at least, and anytime, if required. (2) In the meeting as meant in paragraph (1), the matters relating to the company, SI1811 be discussed, pursuant to the main tasks, function, rights and obligations. (3) The decisions of the Supervisory Board meeting shall be taken on the basis of consultation to reach agreement. (4) For every meeting, meeting minutes shall be made. Article 31 To assist the smooth task implementation of the Supervising Board, the Minister can appoint a Secretary, on the Company's expense. Article 32 {1) The Supervisory Board as meant in article 26, shall consist of elements from the Ministry of Public Works, the Ministry of Finance, and other Departments/Agencies, whose tasks are related to the com pany, or other Funtionaries, proposed by the Minister, with due obser vance of the considerations of the Minister of Finance. (2) One of the members of the Supervisory Board shall be appointed as chairman of the Board concerned. Article 33 (1) The members of the Supervisory Board shall be appointed from persons having dedication, deemed capable, and having the ability to carry out the policy of the Minister concerning the company's promotion and supervision. (2) Besides the requirements/conditions as meant in paragraph (1), the members of the Supervisory Board shall not be entitled to possess an interest in conflict with or disturbing the company's interests. ( 1) (2 ) Article 34 The members of the Supervisory Board shall member at least 2 (two) persons, and maximally 5 (five) persons, consisting of one Chairman and members of the Board. The chairman of the Super~isory Board, coordinating the members of the Supervisory Board, shall be responsible for the implementation of Supervision, to the Minister and/or the Minister of Finance. LL 2862 CAFI 127 / 25-10-1990. Article 35 (1) The ser~ice period of the Chairman and members of the Super~isory Board shall be 3 (three) years. (2) The members of the Supervisory Board, after completing the service period as meant in paragrapll (1), can be re-appointed, with due observance of the provisions as meant in article 33. Article 36 (1) The appointment and dismissal of the members of the Supervisory Board shall be conducted by the President, on the proposal of the Minister, after hearing the considerations of the Minister of Finance. (2) If the Minister is of the opinion, that the members, or one of the members of the Supervisory Board, after holding a position/or some time does/do not or is/are not able to perform the tasks properly, then the Minister can propose for his/then dismissal to the President Article 37 If deemed necessary, the Supervisory Board, in the of its tasks, can obtain assistance from an expert(s). Article 38 implementation The members of the Supervisory Board are not justified to concurren tly hold another position at a private corporate body which can cause a conflict of interest, directly or indirectly, with the company's interests. Article 39 (1) The Internal Supervision of the company shall be conducted by the Internal Supervisory Unit. (2) The Internal Supervisory Unit shall be headed by a head, who is res ponsible to the President Director. Article 40 (1) The Internal Supervisory Unit has the task to assist the President Director in conducting an evaluation on the management control system and its implementation at the company, and give suggestions for its improvement. (2) The Board of Directors shall utilize the opinion and sugestions of the Internal Supervisory Unit as material to implement improvements of the proper and justifiable company management. Article 41 In the implementation of its task, the Internal Supervisory Unit is obliged to ensine the smoothness of the task implementation of other orga nizational Units in the Company, pursuant to their respective tasks and responsibilities. LL 2863 CAFI 127 / 25-10-1990. Article 42 The Internal Supervisory Unit can obtain assistance from an e~rt(s) Article 43 The Head of the Internal Supervlsory Unit shall have an education and/or skill, sufficiently meeting the requirements/conditions as an internal supervisor, be objective, and shall haVe a high dedication. Article 44 The Head of the Internal Supervisory Unit shall be appointed and dismissed by the Board of Directors. Article 45 (1) The Head of the Development and Finance Supervision agency shall conduct an accounting audit on the company's annual financial report/ statement. (2) The audit as meant in paragraph (1), can also te conducted by fr Public Accountant, with the provision, that its audit result, shall be approved by the Head of the Development and Finance Supervision agen cy. (3) In the implementation of the provision as meant in paragraph (1), an operational audit on the company can also be conducted. Article 46 The audit result as meant in Article 45, shall submitted to Minister, the Minister of Finance, the Board of Directors and the visory Board. Article 47 Without prejudicing the supervision authority as meant in articles of this Part, each Head of the Organizational Unit in the pany shall be responsible to conduct a built in supervision/control in their respecti ,j.e task scopes. Eleventh Part Personnel Article 48 the Super the Com with (1) For further smoothening the Company's Aims/objectives, it is neces sary to create tranquility, peacefulness and work spirit in the Com pany, by means of granting approriate appriciation/remunication to all personnel, pursuant to their achie~ments. LL 2864 CAFI 127 / 25-10-1990. (2) The legal status, function composition, ranking, dismissal, salary, pension and allowances for the Personnel, shall be regulated on the basis of tile prevailing legislative regulations. (3) Other incomes/earnings of the Personnel shall be separately regulated by the Board of Directors, after obtaining the approval from the Minister. Article 49 The Board of Directors shall appoint and dismiss the Personnel Workers of the Company, based on the prevailing legislative regulations. Article 50 (1) To the personnel, a pension shall be given, based on the prevailing legislative regulJtions effective for personnel. (2) Besides the pension for the personnel, other old age securities can be granted, to be regulated by the Board of Directors, after obtain ing the approval from the Minister. Twel fth Part Personnel Responsibility and Claims for Loss Commensation Article 51 (1) All personnel, including the members of the Board of Directors, in the functions, not charged with the task of keeping money securities and stock of goods, which, due to relegal actions or due to negli gence of the obligations and tasks charged to them directly or indi rectly, have caused a loss for the company, shall be obliged to rep lace/said loss. (2) The provisions on loss compensation/indemnication against Civil ser vants shall be fully valid for the Personnel/Exployees. (3) All personnel charged with the tasks of keeping, payment or delive ries of money and securities owned by the Company and stock of goods owned by the company, stored in a warehouse or storage place espe cially and solely used for said purpose shall be responsible for then task implementation to the Finance Audit Board. (4) The Personnel as meant in paragraph (3), need not submit an accounta bility concerning the arrangement procedure to the Finance Audit Board. (5) Claims against said personnel shall be conducted according to the provisions stipulated by the Treasurer, who shall be exempted from the accountability/obligation concerning its arrangement procedure. (6) All evidence documents and other documents of any nature, included in the bookkeeping and the administration of the company, shall be kept at the company's domicile, or another place appointed by the Minister except if, for the time being, it is transferred to the Finance Audit tion Board, in case it is deemed necessary for the purpose of an aud it. LL 2865 CAFI 127 / 25-10-1990. (7) For the purpose of audit relating to Tax Stipulation/Assessment, and accounting audit in general, the evidence documents and other docu ments as meant in paragraph (6), can, for the time being, be transferr ed to the Ministry of Finance and/or the Finance and Development Su pervision Agency. Thirteenth Part Reports Article 52 (1) For every fiscal year, Qn annual calculation, consisting of the ba lance sheet and profit loss statement, shall be composed by the Board of Directors. (2) The balance sheet and profit-loss statement as meant in paragraph (1), shall be sent to the Minister, with copies to the Minister of Finance, the Finance Audit Board the Finance and De'te l opment Super vision Agency, the Director General and the Supervisory Board, at the latest 6 (six) months after the fiscal year, according to the proce dure as stipulated by the Minister. (3) The evaluation procedure on in the annual account, shall be mentioned (4) If within 3 (three) months after recei ving the annual account, as meant in paragraph (1), no written objection is forwarded by the Minister, then the annual account shall be deemed as already ratified (5) The annual account shall be ratified by the Minister, after a joint evaluation, made by the Minister and the Minister of Finance, based on the audit result of the Finance and Development Supervision agency or an agency, appointed by him. (6) The ratification as meant in paragraph (5), shall grant acquittal to the Board of Directors on all matters inserted in said annual account (7) The President Director shall be obliged tosubmit quarterly reports and other periodical reports, according to the provisions of these Articles of Association and the prevailing legislative regulations, to the functionary of the agency as meant in paragraph (21. Article 53 The evaluation result on the quarterly and annual financial reports and other reports of the Company, conducted by the Director General,shalJ be submited to the Minister and the Minister of Finance, within a time limit of 2 (two) months at the latest, after receiving the reports from the President Director. Article 54 (1) The reports as meant in Article 52 and Article 53, shall be submited on time. LL 2866 CAFI 127 / 25-10-1990. (2) The form of the reports on task implementation as meant in (1), shall be stipulated by the Minister of Finance, after the considerations of the Minister. Fourteenth Part Use of Profits Article 55 paragraph hearing liquida liquida i (1) From the nett profit, already ratified according to Article 52, shall be set aside for : a. The Overall Devel~pment Fund, amounting to 55% (fiftyfive percent) b. The General Reserve, amounting to 20% (twenty percent), until said general reserve has reached two times the Company's Capit~l; c. The objective Reserve, amounting to 5% (fiwe percent); d. The balance, amounting to 20% (twenty percent), shall be used for the Social, education, production bonus funds, and contribution for the pension fund, of which the distribution proportion specifica tion shall be further stipulated by the Minister. (2) If the amount of the General Reserve as meant in paragraph 1 letter b is already reached, then the amount of the nett profit portion al located for the fostering of the general reserve, can be further used for the fostering of a fund for the Company's Capacity Expansion Expenditures. (3) Before said general reserv~ reached the amount of 2 (two) times the company's capital. with the approval from the Minister of Finance, on the proposal of the Minister, the Board of Directors can use' said general reserve fund for the interest of the Company's Capacity Ex pansion Expenditures. (4) The objective Reserve as meant in paragraph (1) letter c shall among others be used for the fostering of a fund for the Company's Capacity Expansion Expenditures. Fifteenth Part Dissolution of the Company Article 56 (1) The dissolution of the company and the appointment of its tor(s) shall be stipulated with a Government Regulation. (2) All Company's Assets shall become State Property. after a tion is conducted. (3) The accountability of the liquidation shall be conducted by the li quidation(s) to the Minister, granting the acquittal of responsibi lity on the work(s) already completed by him/them. LL 2867 CAFI 127 / 25-10-1990. CHAPTER IV TRANSITIONAL PROVISION Article 57 With the validity of this Government Regulation, so the implementary provisions already issued on the basis of Government Regulation No. 20 of 1970, as already amended with Government Regulation No. 35 of 1980, shall still be valid as far as it is not contradictory to and not yet replaced by a new provision(s) issued based on this Government Regulation. CHAPTER V CONCLUDINGS PROVISIONS Article 58 With the validity of this Government Regulation, so Government Re gulation No. 20 of 1970, as already amended with Government Regulation No. 35 of 1980, is declared null and void. Article 59 This Government Regulation shall become effective on the date of promulgation. For Public knowledge, it is instructed to promulgate this Government Regulation, by inserting it in the State Gazette of the Republic of Indo~ nesia. Promulgated at : J A K ART A On : August 23, 1990 THE MINISTER/STATE SECRETARY OF THE REPUBLIC OF INDONESIA sgd. MOE R D ION 0 Stipulated at : J A KART A On : August 23, 1990 THE PRESIDENT OF THE REPUBLIC OF INDONESIA, sgd. S 0 E H ART 0 STATE GAZETTE OF THE REPUBLIC OF INDONESIA OF 1990 NUMBER 56. LL 2868 CAFI 127 / 25-10-1990.