Good Corporate Governance
Good corporate governance (GCG) is a high priority in the Company. The shareholders and management are committed to implementation of GCG in compliance with the principles of corporate governance namely Transparency, Fairness, Responsibility, Accountability and Fairness. In addition, the Company always strives to comply with all prevailing regulations and laws.
General Meeting of Shareholders
The General Meeting of Shareholders (GMS) is an organ of the Company which holds authority that is not been delegated to the Board of Commissioners or Board of Directors insofar as permitted by Prevailing Regulations and/or the Articles of Association of the Company. The GMS forum is comprised of the Annual GMS (AGMS) and Extraordinary GMS (EGMS).
Board of Commissioners
The Board of Commissioners supervises and monitors the management of the Company. In carrying out its role and supervision of the aforementioned, including implementation of the corporate strategy, the Board of Commissioners represents the Company’s best interests and reports to Shareholders at General Meetings.
Board of Directors
The main duties of the Board of Directors are to lead and manage the Company in the best interest of the Company and in accordance with the objectives of the Company and to continuously try to improve the efficiency and effectiveness, in line with the vision and mission of the Company, and to control, maintain and manage the assets of the Company.
The Board of Directors in undertaking their duties shall obey the provisions in the Company Law, prevailing Capital Market regulations and other regulations in relation to the business activities of the Company.
The Audit Committee (the Committee) is a committee formed by and reporting to the Board of Commissioners (BOC), the role of which is to assist the BOC in its oversight functions.
According to the Indonesian Financial Services Authority/OJK (previously Capital Market and Financial Institutions Supervisory Board/Bapepam-LK), the main role of the Committee is to oversee the fair presentation of the Company’s financial statements, the auditing processes conducted by both Internal Auditors and Independent Auditors, as well as compliance to the prevailing laws and regulations.
Nomination and Remuneration Committee
Business Risk Committee Change to ‘Human Capital Committee
The Company has established a Good Corporate Governance (GCG) Committee and a GCG charter in order to oversee the implementation of GCG throughout the Company.
The Company has implemented a robust internal control and risk management framework and mechanisms, that is based on the internationally recognized COSO internal control integrated framework. These control mechanisms include the effective control of finances and operational activities, while the risk management
Among others, internal control mechanisms include the establishment of an Internal Audit Unit and Audit Committee, which periodically examines and reviews the Company’s reporting and operations.
Risk Management is a critical part of ensuring the business continuity and safeguarding the Company. The risk management processes in place aims to measure the overall risk exposure of the Company and ensure that the Company is not overextended, especially in terms of its financials and operations.
The Risk Management limitations and processes are established by the Risk Management Committee and reviewed from time to time to ensure that the limitations are in line with market conditions and the objectives of the Company.
The Internal Audit unit is established by the Board of Directors and reports directly to the President Director and the Audit Committee. The team is comprised of experienced professionals with competencies in this area. The duties and responsibilities of the Internal Audit unit include reviewing policies and compliance throughout the Company to ensure the continuity of the business.
The Internal Audit unit is responsible for presenting independent audit results, objective assurance, and providing consulting activity to improve and add value to the operations of the Company. The Internal Audit unit also assists the Company in accomplishing its objectives by bringing a systematic and disciplined approach to evaluate and improve the effectiveness of the Company’s governance, risk management and control processes.
In performing its functions, Internal Audit unit refers to the following standards and regulations:
- The International Standards for the Professional Practice of Internal Auditing of The Institute of Internal Auditors (The IIA);
- Indonesia Financial Services Authority (OJK) (previously Indonesian Capital Market and Financial Institutions Supervisory Agency (BAPEPAM-LK)) Regulations;
- The Company’s prevailing Code of Ethics ; and the
- The Internal Audit Charter.
In order to deliver external verification, the Company has engaged a public accountant firm to audit its financial statements. This public accountant firm is appointed by the Audit Committee, to whom the Board of Directors delegates authority.
The public accountant firm appointed to audit the financial statements of the Company for 2018 is name of firm
The Corporate Secretary of the Company is appointed based on Decisions of the Board of Directors, and directly reports to the Board of Directors. The Corporate Secretary is responsible for, among others:
- Coordinating the implementation of GMS and other activities of the Company.
- Keeping up with the development of regulations, particularly those prevailing in Capital Market, and participating in various seminars, workshops and meetings conducted by OJK, IDX, and other relevant institutions.
- Preparing the Annual Report of the Company
- Submitting financial statements to the regulators periodically.
- Providing inputs to the Board of Directors in order to maintain the Company’s compliance with the Capital Market regulations, Law of Limited Liability Company, and other rules.
- Acting as the liaison or contact person between the Company and other third parties, such as the Shareholders, mass media, OJK, IDX, and other Capital Market authorities
Code of Ethics
The Company has established a Code of Ethics that applies to all management and employees without exception. All employees of the Company are socialized regarding this Code of Ethics when they first join, and they are all expected to follow this Code of Ethics. Any violations may be punished by various penalties including and up to termination of employment.
The Company’s Code of Ethics is as follows: