The Company is committed to implement Good Corporate Govemance in its all operations. The Board of Director work Together with the Board of Commissioners to operate the company in accoradence with the principles of Good Corporate Governance. This include providing direction to the internal audit unit to take more active role the Company internal control. The Board of Directors incooperation with the Board of Commissioners is preparing Board Manual as work guidance. The Board of Directors also pay attention to the Company role in the society by implementing corporate social responsibility program to the community surounding the Company operational areas.
The Board of Directors always maintain good team work among Board members and good cooperation with the Board of Commissioners and all of stakeholders which resulted a good achivement in year 2015. The Board of Directors appreciate all stakeholders for the support especially all employes for all of efforts and achievements. It is our hope that 2015 achivement become a solid foundation to achieve greater results in the future.
A. BOARD OF COMMISSIONERS
The Board of Commissioners is the Company’s organs that responsible for the supervision and provides advice to the Board of Directors related with the Company management.
The Board of Commissioners Composition and Profile
The composition of the Company’s Board of Commissioners consists of one President Commissioner, two Commissioners, and one Independent Commissioner. Previously, the Board of Commissioners consists of one President Commissioner, one Commissioners, and one Independent Commissioner inaccordance with the prevailing laws and regulations whic required Independent Commissioners shall be at least 30% of total members of the board members. In respect of Good Corporate Governance requirements, the
Company will appoint Mr. Rahmat Gobel as independent commissioner on the next General Meeting of Shareholders (GMS).
Scope of Works of the Board of Commissioners
The jobs of The Board of Commissioners include:
Remuneration of Board of Commissioners. As a result of Annual GMS on April 29, 2015, the President Commissioner was granted the authority to determine the distribution among Board members amounted of IDR 2.574 billion per year at maximum. For year 2015, the total remuneration for the Board of Commissioners was IDR 2,292,500,000.-
The Board of Commissioners Meetings
According to the Company’s policies, in order to deliver the Board of Commissioners roles and functions, the board has to conduct minimum three formal internal meetings and three formal meetings with the Board of Directors, within a year. Throughout 2015, the Board of Commissioners has conducted 3 (three) formal meetings of the Board of Commissioners and 4 (four) formal meetings with the Board of
B. BOARD OF DIRECTOR
The Board of Directors is the organ which has fully responsibility to manage the Company in the best interests of and inline with the Company’s objectives and to manage and maintain the Company’s assets.
Scope of Work of Board of Directors
The roles and responsibilities among the members of the Board of Directors is determined on the General Meeting of Shareholders and those authority can be delegated to the Board of Directors. The Company Board of Directors consists of one President Director and two other Directors. Each Director can act and take decisions inline with his duties and authority, however, the implementation of tasks by each
Director remains a collective responsibility of the Board of Directors.
The scope of works of each Director is presented as follow:
As a public company, the Company’s Board of Directors has the specific duties such as stipulated in the Regulation of the Financial Services Authority No. 33/POJK.4/2014 of the Board of Directors and Board of Commissioners of Public Company, among others (1) held a general meeting of shareholders, (2) held
an internal meeting and a meeting between the Board of Directors and the Board of Commissioners.
C. AUDIT COMMITEE
The Company established an Audit Committee as a compliance with the regulation of Bapepam LK No. IX.I.5, Chairman of Bapepam Decree No. Kep-29 / PM / 2004 jo No. Kep-643 / BL / 2012 regarding the Audit Committee and the Decision of the Board of Directors of Stock Exchange No. Kep-305 / BEJ / 07-2004.
Audit Committee Profile and Composition
Based on the Board of Commissioners Letter No. 002/DEKOM RR/X/2011, the Audit Committee established and consisted of Mr. M. Senang Sembiring as a chairman, Mr. Bambang Hari Wiryantoro and Mr. Aryo Wibisono as members.
Audit Committee Member Assignment
Period The currently members of the Audit Committee was appointed by the Board of Commissioners
on October 21, 2011 and will expire based on the evaluation of the Board of Commissioners. Independency of Audit Committee Member Mr. M. Senang Sembiring, Mr. Bambang Hari Wiryantoro and Mr. Aryo Wibisono are the independent members of Audit Committee and have no financial relationship with the Company except for the remuneration as the member of Committee Audit.
Audit Committee Meetings
According to the Company’s policies, Audit Committee shall be held four official meetings within a year.
Duties and Responsibilities of the Audit Committee
The Audit Committee assists the Board of Commissioners in performing supervisory functions by doing the following:
To carry out its duties, the Audit Committee has full access to all financial statements, the findings of the internal auditors and the minutes of meetings of the Board of Directors. The Audit Committee may conduct intensive meetings with management and teh Company’s internal and external auditors. The Audit Committee can communicate directly with employee and other related parties in the Company regarding risks management and internal control.
D. THE NOMINATION, REMUNERATION AND GOOD CORPORATE GOVERNANCE COMMITTEE
Nomination, Remuneration and Good Corporate Governance Committee (GCG) established based
on the Financial Services Authority Regulation No. 34 / POJK.04 / 2014 of the Nomination and Remuneration Committee of Public Company.
Member Composition of Nomination, Remuneration and GCG Committee
Following the POJK regulation, the Board of Commissioners formed a Nomination and Remuneration Committee and GCG by Decree of the Board of Commissioners No. 002/DEKOM RR/VIII/2015. The Nomination, Remuneration and GCG Committee consists of Mr. M. Senang Sembiring as a chairman, Mr. M. Arsjad Rasjid P.M., Mr. Riza Ichsan Fahriza and Mr. Yasser Arafat as members. The Nomination,
The Assignment Period of Nomination, Remuneration and GCG Committee.
The current members of the Nomination, Remuneration and GCG Committee were appointed by the Board of Commissioners on August 15, 2015.The membership will be validated and evaluated from time to time by the Board of Commissioners.
Independency of Nomination, Remuneration and GCG Committee
Member Mr. M. Senang Sembiring as chairman, Mr. Arsjad Rasjid P.M., Mr. Riza Ichsan Fahriza and Mr. Yasser Arafat are members of the Nomination, Remuneration and GCG Committee. They are independent and have no other financial relationship with the Company others than remuneration as the Company’s organs.
Duties and Responsibilities of the Nomination, Remuneration and GCG Committee
The duties and responsibilities of the Nomination, Remuneratioan dan GCG Committee include:
E. CORPORATE SECRETARY
In line with the Otoritas Jasa Keuangan (Financial Services Authority) Regulation No. 35/ POJK.04/ 2014 regarding Corporate Secretary of Public Company, the Company has establised corporate secretary functions carried out by a Corporate Secretary.
The Assignment Period of a Corporate Secretary
In line with Bapepam-LK Regulation No. IX.I.4, Attachment Decision of the Chairman of Bapepam-LK No. Kep-63/PM/1996 regarding the Establishment of the Corporate Secretary, the Company Board of Directors has appointed Ms. Cindy Budijono as a Corporate Secretary since June 7, 2011 and informed the appointment to the Indonesia Stock Exchange through letter No. RR / DU / 8103 / VI / 2011. The Assignment period of Corporate Secretary will be expired based on the evaluation of the Board of
Scope of Work of Corporate Secretary
The Corporate Secretary scope of work include:
F. INTERNAL AUDIT UNIT
The establishment of Internal Audit Unit and its working guidance is regulated by the Bapepam
Regulation-LK No. IX.I.7, as attached to Decisions of Chairman of Bapepam- LK No. Kep-496/
BL/2008, dated November 28, 2008. To comply with those regulations, the Company established
the Internal Audit Charter as of June 2, 2011.
The Assignment of Internal Audit Structure
The Head of Internal Audit Unit established based on Board of Directors Decree No. 002/ DIRUT RR/XII/2014 dated December 12, 2014 and appointed Mr. Danan Wirawan as the Head of Internal Audit Unit. To perform his duties, Internal Audit Head is assisted by all of Company’s Manager. The Internal Audit Head is appointed and may be dismissed by the President Director subject to the approval of
the Board of Commissoners. The profile of Mr. Danan Wirawan can be seen on page 43 on this Annual Report.
Duties and Responsibilities of Internal Audit
Scope of work of Internal Audit include: