Good Corporate Governance
Commitment to Good Corporate Governance Implementation
Good Corporate Governance (GCG) is a set of principles that underlie a process and mechanism for managing the Company which is based on laws and regulations and business ethics. GCG plays an important role in supporting the improvement and effectiveness of performance, the Company’s ability to fulfill the rights of all stakeholders, as well as compliance with applicable regulations and ethics.
By implementing these GCG principles in an integrated and consistent manner and referring to the best standards with applicable regulations, the Company believes there will be a positive impact on the Company’s overall performance. The impact can be felt by the Company as an organization and as a business entity. As an organization, good governance is a means for the Company to build a positive image and reputation in the eyes of stakeholders. As a business entity, the implementation of GCG through the establishment of a clear system and workflow that is carried out effectively and efficiently also supports the growth of the Company’s current and future performance.
The balance in the relationship between the 3 (three) main organs of the Company, namely the General Meeting of Shareholders (GMS), the Board of Commissioners, and the Board of Directors is a vital aspect of GCG as a mechanism and pattern of relationships. In carrying out the implementation of GCG practices, all of these tools are then reduced to standard operating procedures which then become a reference for all the Company’s operational instruments.
GCG Principle
In addition to aligning GCG principles according to applicable regulations, the implementation of Corporate Governance practices also refers to 5 (five) GCG principles, namely Transparency, Accountability, Responsibility, Independence, and Fairness. The five GCG principles serve as the Company’s foundation in implementing GCG practices.
1. Transparency
Definition: Transparency in the decision-making process and in the disclosure and provision of relevant information about the Company to all stakeholders, in accordance with applicable regulations.
Form of Implementation: To maintain objectivity in conducting business, the Company provides material and relevant information in a manner that is easily accessible and understood by stakeholders. The Company took the initiative to disclose not only matters required by regulations, but also matters that are important for decision making by shareholders and other stakeholders.
2. Accountability
Definition: Clarity of functions and implementation of responsibilities of the Company’s organs.
Form of Implementation: The Company is accountable for its performance in a transparent and fair manner with measurable management of the Company, in accordance with the interests of the Company, and taking into account the interests of shareholders and other stakeholders.
3. Responsibility
Definition: Compliance with the management of the Company with applicable regulations.
Form of Implementation: Reflecting the conformity and compliance of the Company’s management with applicable laws and regulations and sound corporate principles.
4. Independency
Definition: The realization of the condition of the Company which is managed independently and professionally, and free from conflicts of interest and influence or pressure from any party.
Form of Implementation: The Company is managed professionally without conflict of interest and influence/pressure from any party, which is not in accordance with the prevailing laws and regulations and sound corporate principles.
5. Fairness
Definition: Equality, balance, and justice in fulfilling the rights of all stakeholders, referring to the applicable regulations.
Form of Implementation: Fair and equal treatment in fulfilling the rights of shareholders and all other stakeholders, whether arising from agreements or applicable laws and regulations as well as Company policies. This principle ensures the protection of the rights of Shareholders, especially minority Shareholders and ensures the implementation of the Company’s commitments with other parties.
Internal Audit Charter
Board of Commissioners Charter
Board of Commissioners
The Board of Commissioners is one of the main organs in the corporate governance structure that plays a role in carrying out the supervisory function on the Company’s operational activities. The Board of Commissioners has the collective duty and responsibility as a supervisor and adviser to the Board of Directors regarding the management of the Company.
Duties and Responsibilities of the Board of Commissioners
Referring to the Company’s Articles of Association and applicable regulations, duties and responsibilities of the Board of Commissioners are as follows:
- Supervise the management of the Company by the Board of Directors, and give approval to the Company’s annual work plan for the coming fiscal year.
- Ensure the implementation of Good Corporate Governance.
- Supervise the strategic and operational decisions of the Board of Directors as well as the effectiveness of the Company’s management.
- Carry out tasks specifically assigned to them in accordance with the Articles of Association, applicable laws and regulations, and/or based on the resolutions of the GMS.
- Perform duties, authorities, and responsibilities in accordance with the provisions of the Company’s Articles of Association and the resolutions of the GMS.
- Carry out research and review on the Annual Report prepared by the Board of Directors, and sign the report.
- Comply with the Articles of Association and laws and regulations, and must implement the principles of professionalism, efficiency, transparency, independence, accountability, responsibility, and fairness.
Board of Commissioners Composition
Pursuant to Article 14 paragraph (1) of the Company’s Articles of Association, the composition of the Company’s Board of Commissioners consists of at least 2 (two) people, one of which is the President Commissioner and the other is an Independent Commissioner.
The composition of the Company’s Board of Commissioners is in accordance with Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, which stipulates that every public company is obliged to have an Independent Commissioner of at least 30% of the total members of the Board of Commissioners. In this case, the Company has complied with these provisions by appointing 1 (one) member as the Independent Commissioner of the total 3 (three) members of the Board of Commissioners.
Board of Commissioners Meeting
The Board of Commissioners holds meetings at least 1 (one) time in 2 (two) months. During the meeting, the Board of Commissioners may invite the Board of Directors and/or other committees and work units that can support decision making in the meeting.
Board of Commissioners Performance Assessment
In the context of implementing Good Corporate Governance as required through POJK No. 21, where further provided for in SE No. 32, the Company has developed a Performance.
Assessment Policy for the Company’s Board of Commissioners (the “Assessment Policy”). This Assessment Policy allows members of the Board of Commissioners to evaluate the performance of the Board of Commissioners collectively. Self-assessment conducted by each member of the Board of Commissioners is carried out to assess the performance of the Board of Commissioners collectively and not to assess the individual performance of each Board of Commissioners.
The Board of Commissioners carries out a self-assessment of its performance related to, among others, attendance at meetings, business insights, identification of business risks, accuracy in carrying out supervisory duties and implementation of Good Corporate Governance.
Code Of Conduct
Supporting Institutions
Public Accounting Firm
Jamaludin, Ardi, Sukimto & Rekan (member of Auditrust International)
Perkantoran Sentra Kramat Blok A1 1 No.79, Jl Kramat Raya, Jakarta Pusat
Telp (021) 3910600; 3910580
Fax (021) 3910583
Share Registrar
PT Adimitra Jasa Korpora
Kirana Boutique Office
Jl. Kirana Avenue III Blok F3 No.5 Kelapa Gading,
Jakarta Utara 14250
Telp (021)29745222
Fax (021) 29289961
Notary
Ny. Leolin Jayayanti, SH., M.Kn.
Jl. Pulo Raya VI No.1 Kebayoran Baru Jakarta 12170
Nomination and Remuneration Committee
As of December 31, 2021, the Company did not have a Nomination and Remuneration Committee as the supporting organ for the supervisory role of the Board of Commissioners. However, the nomination and remuneration functions are still carried out by the Board of Commissioners through the approval of the GMS.
The Board of Commissioners of the Company carries out the nomination and remuneration functions through the stages of the procedure, in accordance with the provisions of the applicable regulations/laws. The Nomination and Remuneration function is carried out by the Company’s Board of Commissioners to carry out its duties and responsibilities related to:
1. Nomination function for the Board of Commissioners and the Board of Directors by:
- Recommending systems and procedures for the appointment and/or replacement and succession of members of the Board of Commissioners and the Board of Directors;
- Identifying candidates and reviewing the nominations of members of the Board of Directors and Board of Commissioners to be submitted to the GMS for shareholder approval;
- Identifying independent parties as members of the Company’s Committees (if any).
2. Remuneration function for members of the Board of Directors and Board of Commissioners as well as Senior Management if required, through:
- Recommending remuneration structures and policies for the Board of Commissioners and the Board of Directors and if necessary, for the Company’s Senior Management;
- Reviewing, evaluating, and recommending the remuneration of the Board of Commissioners, Board of Directors, Independent Parties, and if necessary, certain Senior Management.