A Board Resolution For Performance Evaluation is a crucial corporate governance document used by Indonesian companies to establish formal procedures for assessing board member and executive performance. This document becomes necessary when companies need to implement or update their performance evaluation systems in compliance with Law No. 40/2007 and OJK regulations. It typically includes detailed evaluation criteria, assessment methodologies, timelines, and reporting requirements. The resolution serves multiple purposes: ensuring accountability, promoting transparency, supporting succession planning, and demonstrating compliance with Indonesian corporate governance requirements. It's particularly important for public companies and regulated entities that must maintain robust governance frameworks and report on board effectiveness to stakeholders.
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1. Title and Resolution Number: Formal identification of the resolution including company name, resolution number, and date
2. Attendance and Quorum: List of board members present and confirmation of meeting quorum requirements
3. Preamble: References to relevant laws, company articles, and authority for making the resolution
4. Background: Context for why the performance evaluation system is being established or modified
5. Evaluation Purpose: Clear statement of the objectives and intended outcomes of the performance evaluation system
6. Evaluation Framework: Definition of the performance metrics, evaluation periods, and assessment methodology
7. Roles and Responsibilities: Specification of who will conduct evaluations and their respective roles
8. Evaluation Process: Detailed steps of how the evaluation will be conducted and documented
9. Implementation Timeline: Specific dates or periods for the evaluation process
10. Resolution Statement: Formal declaration of the board's decision to implement the evaluation system
11. Authorization: Empowerment of specific individuals to implement the resolution
12. Signatures: Space for board members' signatures and date of signing
1. Evaluation Categories: Detailed breakdown of specific performance areas to be evaluated - include when using a comprehensive evaluation system
2. Remedial Measures: Procedures for addressing underperformance - include when specific corrective actions need to be defined
3. Appeals Process: Procedure for challenging evaluation results - include when evaluations may impact compensation or position
4. Confidentiality Provisions: Special handling of evaluation data - include when dealing with sensitive performance metrics
5. External Evaluator Provisions: Requirements for external evaluation consultants - include when using third-party evaluators
6. Compensation Linkage: Connection between evaluation results and compensation - include when evaluation affects remuneration
1. Evaluation Criteria Matrix: Detailed matrix of performance indicators and scoring criteria
2. Evaluation Timeline: Detailed calendar of evaluation activities and deadlines
3. Evaluation Forms: Standard forms and templates to be used in the evaluation process
4. Performance Metrics: Detailed description of each performance metric and measurement methodology
5. Reporting Templates: Standardized formats for documenting and reporting evaluation results
6. Board Member Competency Framework: Framework defining expected competencies and performance standards
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