GMS is the highest body within the structure of Kalbe. It serves as the main mechanism to protect and exercise the rights of shareholders. As an organ of the company, GMS holds the supreme power within the Company and possesses all authorities which cannot be delegated to the Board of Commissioners and Board of Directors. However, the GMS is not authorized to intervene in the functions, duties and authorities of other corporate organs, namely the Board of Commissioners and Board of Directors. This however does not diminish the authority of the GMS in carrying out its rights and obligations in accordance with the Articles of Association and prevailing regulations.
The GMS serves as a mechanism for shareholders to make important decisions related to capital invested in the Company, in accordance with statements in the Articles of Association and all prevailing regulations. Decisions making by the GMS must be conducted in a fair and transparent manner based on the long term interests of the Company’s businesses.
The GMS has, among others, the authority to appoint and dismiss members of the Board of Commissioners and the Board of Directors, approve amendments to the Articles of Association, approve the Company’s Annual Report, appoint the Company’s external auditors, decide the allocation of profit, determine the remuneration and compensation for members of the Board of Commissioners and the Board of Directors, as well as making decisions related to corporate actions or other strategic matters proposed by the Board of Directors.
Based on Kalbe’s Articles of Association, there are 2 (two) types of GMS, namely the Annual General Meeting of Shareholders (Annual GMS) held annually not later than 6 (six) months from the end of the last financial year and the Extraordinary General Meeting of Shareholders (Extraordinary GMS) held at any time deemed necessary.
In 2019, Company held its Annual GMS on May 22, 2019.
Prior to the implementation of the GMS, Kalbe has published announcements and invitations to the shareholders in accordance with the prevailing regulations. Kalbe has a mechanism for GMS implementation that states that the agenda of GMS is to be delivered together with the invitation to the GMS. Result of the Annual and Extraordinary GMS were then published in national newspapers.