GOOD CORORATE GOVERNANCE

 

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:

  1. Oversee the Board of Directors performance;
  2. Review financial report, annual planning and budget of the Company;
  3. Decide the Board of Directors remuneration;
  4. Prepare the Company’s operational monitoring report for Annual GMS;
  5. To implement the Annual GMS decisions and reported the execution on the next GMS;
  6. Provide advise and recommendation to the Board of Directors related to the Company’s management.

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
Directors.

 

 

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:

  1. President Director and in charge of Business Development Director, is responsible to representing the Company in the leadership, and upervise the business activities for the benefit and objectives of the Company. In his capacity as Director of Business Development specifically determines the direction of the Company’s business development.
  2. Finance Director is responsible for the formulation of the Company’s policy, to plan, manage and control the operation of finance, accounting, tax and treasury of the Companyadn evaluate the achivement.
  3. Operations Director is responsible for the formulation of the Company’s policy, to plan, manage and control the operation of procurement, general administration, human resources management, information technology, safety and health and corporate social responsibility.

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:

  1. Reviewing the Company’s financial reports;
  2. Assess the consistency of the Company to the applicable laws and regulations;
  3. The effectiveness of the internal control and risk management of the Company;
  4. Reviewing the adequacy of the examination conducted Public Accountant;
  5. Assist the Board of Commissioners in Public Accountant selection process;
  6. Cooperate with Internal Audit Unit to evaluate the process of the Company’s internal control.


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:

  1. Prepare the material needed for the preparation of the remuneration policy for Directors and Board of Commissioners;
  2. Propose the remuneration of Directors and Board of Commissioners include: salaries / honorarium, allowances and bonus;
  3. Reviewing compliance with laws and regulations in the Company;
  4. Ensuring the aplication of the compensation and remuneration of the Board of Directors and Board of Commissioners in line with applicable regulations;
  5. Reviewing the implementation of GCG Principles and Ethical Standards in the Company;
  6. Access the documents, data, and information about the company’s employees, funds, assets and resources of the company are required relating to the performance of its duties;
  7. Committee can work together and communicate directly with partners in between: the supporting organ BOC Secretary of the Board of Commissioners, and the corresponding team in the management level related business;
  8. If necessary, Committee can hire an expert and / or agent / assessor / independent parties outside Committee and can form a team that is ad-hoc which criteria and the period of assignment tailored to the needs and the type of work.

 

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
Directors.

 

Scope of Work of Corporate Secretary

The Corporate Secretary scope of work include:

  1. Keep up to date with Capital Market situation especially the new regulations applied in the Capital Market;
  2. Provide recommendation to the Board of Directors and Board of Commissioners to comply with the laws and regulations in the Capital Market;
  3. Assist the Board of Directors and the Board of Commissioners for a Good Corporate Governance implementation;
  4. As a liaison between the Company and the shareholders, the Financial Services Authority, and other stakeholders;

 

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:

  1. Prepare and implementing yearly internal audit plan;
  2. Prepare and implementing conformity audit regarding internal management control and risk management to ensure overall activities inline with the regulations/policy of the Company and and the prevailing states laws and regulations;
  3. Measures the effectiveness and efficiency of all Company’s activities;
  4. Prepare and implementing special audit as per managemet request;
  5. Gives recommendations to improve system and procedure of the Company policy;
  6. Prepare results of internal audit and submit them to the President Director and the Board of Commissioners;
  7. Coordinate and co operate with Audit Commitee