Board Resolution For Performance Evaluation Template for Indonesia

A Board Resolution For Performance Evaluation is a formal corporate document that establishes your company's framework for systematically assessing the performance of board members and senior executives. In Indonesia, this resolution serves as the legal foundation for implementing performance evaluation systems that comply with corporate governance requirements and demonstrate accountability to stakeholders.

When do you need this document?

You need this resolution when establishing a new performance evaluation system for your board of directors or commissioners, when updating existing evaluation procedures to meet regulatory requirements, or when responding to shareholder demands for greater transparency. Public companies must implement formal evaluation processes as part of their corporate governance obligations, while private companies often adopt these practices to improve decision-making and prepare for potential public offerings. The resolution becomes particularly important during annual governance reviews, when appointing new board members, or when external auditors or regulators request evidence of proper governance frameworks.

Key legal considerations

Your resolution must clearly define the scope of evaluation, including which positions and performance areas will be assessed. Key clauses should specify evaluation criteria such as strategic oversight, risk management effectiveness, compliance monitoring, and individual contribution to board decisions. The document must establish proper authority for conducting evaluations, typically delegating responsibility to a performance evaluation committee or external consultants. Important risk considerations include ensuring confidentiality of individual assessments, preventing conflicts of interest in the evaluation process, and maintaining objectivity in performance measurements. The resolution should also address how evaluation results will be used, whether for reappointment decisions, compensation adjustments, or professional development planning.

Legal requirements in Indonesia

Under Law No. 40/2007 on Limited Liability Companies, Indonesian corporations must maintain proper governance structures, which increasingly includes formal performance evaluation systems. OJK Regulation No. 33/POJK.04/2014 specifically requires public companies to implement regular assessments of board effectiveness and individual director performance. The regulation mandates that evaluations cover areas including strategic planning, risk oversight, compliance monitoring, and stakeholder engagement. Your resolution must comply with OJK Regulation No. 21/POJK.04/2015 on Corporate Governance Guidelines, which establishes standards for evaluation frequency, methodology, and reporting. The document should reference relevant provisions of your company's articles of association and ensure consistency with Indonesian employment law when evaluating executive directors. Additionally, the resolution must establish proper documentation and reporting procedures to satisfy regulatory oversight and demonstrate compliance during corporate governance assessments.