Luthfan Abel Alghifary – 20410800

1. Authority of :

GMS Board of Commissioners Board of Directors

Amendments to the articles
(anggaran dasar) of association
are determined by the GMS.
(Article 19)
Share repurchase or further
transfer may only be made
based on the approval of the
GMS. (Article 38)
Approval on billing rights of
compensation from
shareholder and other
creditor. (Article 35)
Approvement on Interim
dividend distribution. (Article
72)
Represent company in such
conditions. (Article 99)
Requesting GMS be held.
(Article 79)
authorized and fully
responsible for the
management of the Company
for the benefit of the
Company, in accordance with
the purposes and objectives of
the Company and representing
the Company, both inside and
outside the court in
accordance with the provisions
of the articles of association.
(Article 1(5)).
The Board of Directors
represents the Company both
inside and outside the court.
(Article 98)
Prepare annual work plan.
(Article 63)

2. Meaning and Differences of :

Seperated Legal Entity :

A separate legal entity is when you and anyone involved in your company are separate from
your business for legal purposes.

Fiduciary Duty :
is a legal obligation between two parties. Fiduciaries have an obligation to uphold the best
interest of their clients. This responsibility applies to every plan, decision, and execution.

Business Judgement Rules :

is a legal doctrine that helps to guard a corporation's board of directors (B of D) against
frivolous legal allegations about the way it conducts business. A legal staple in common law
countries, the rule states that boards are presumed to act in "good faith"—that is, within the
fiduciary standards of loyalty, prudence, and care directors owe to stakeholders. Absent
evidence that the board has blatantly violated some rule of conduct, the courts will not
review or question its decisions.

Ultra Vires :
‘power or authority’. It can be said that anything which is beyond the authority or power is
called ultra- vires. In the context of the company, it refers to anything which is done by the
company or its directors which are beyond their legal authority or which was outside the
scope of the object of the company is ultra-vires.