Corporate Profile
  • Vision, Mission & Philosophy
  • Company Information
  • UIC Milestones
  • Board of Commissioners Profile
  • Board of Directors Profile
  • Composition of Shareholders
  • Audit Committee
  • Human Resources
  • Data of Subsidiaries
  • Corporate Secretary
  • Internal Audit Unit
  • Good Corporate Governance
  • Corporate Structure
  • Awards and Certifications
  • Code of Conduct & Corporate Culture
  • Audit Committee Charter
    Good Corporate Governance
  • The Company views that the implementation of Good Corporate Governance (GCG) is an integral part of business practices to maintain the continuity of the Company's business and maximize the value of the Company and can enhance the Company accountability in providing value added for shareholders while maintaining the interest of stakeholders.

    With this perspective, the Company is committed to placing GCG as a major foundation in the Company's operations and attempts to apply the principles of GCG in the implementation of its business activities. The GCG implementation is based on the 2007 Limited Liability Company Law No. 40, the 1995 Capital Market Law No. 8, the Financial Services Authority (Otoritas Jasa Keuangan/OJK) and Indonesia Stock Exchange (IDX) regulations, the Company's articles of association, as well as the principles of GCG which includes transparency, accountability, responsibility, independency and fairness.

    The structure of the Company's GCG was formed to ensure a systematic implementation of GCG with clear division of roles and responsibilities. Based on 2007 Limited Liability Company Law No.40, the Company's structure of GCG consists of:

    The General Shareholders Meeting (GSM), Board of Commissioners (BoC) and Directors. These three Company's organs assisted and supported by Audit Committee, Corporate Secretary and Internal Audit Unit, which respectively plays an important role in the implementation of GCG.

    GENERAL SHAREHOLDERS MEETING (GSM)

    GSM is the highest authority and management in the Company whereby the Shareholders may use their rights and authorities to the Company's management. The GSM has the authority inter alia:

    • Appoint and to terminate the Company's BoC as well as Directors;
    • Determine the remuneration of the Company's BoC and Directors;
    • Evaluate the Company's performance;
    • Approve Amendments to the Articles of Association of the Company;
    • Approve the annual report and financial statements of the Company;
    • Determine the utilization of the Company's net profit;
    • Approve affiliation transaction and conflict of interest conducted by the Company;
    • Appoint the Company's public accountant.

    The annual GSM is held once a year and should be held at least 6 (six) months after fiscal year end, whilst the Extraordinary GSM can be held anytime depending on the requirement. To protect the interest of shareholders, the Company ensures that the GSM is held on a timely basis and prepared in accordance with the Company's Articles of association and the regulations of the Financial Services Authority (OJK) and regulation of Indonesia Stock Exchange (IDX).

    The Resolution and Realization of Annual GSM in 2017

    In May 23, 2017, the Company held GSM for the year of 2016 which the resolution has been stipulated in the notary deed of GSM no. 159, dated may 23, 2017 issued by Dr. Irawan Soerodjo.SH.Msi. All the resolution in the GSM 2017 has been fully realized in 2017.

    General Shareholders Meeting in 2018

    In 2018, the Company held Annual GSM for fiscal year 2017, as follows:

    Day/Date : Tuesday/June 26, 2018

    Time : 14.20 - 15.05 WIB

    Venue : Hotel Indonesia Kempinski Heritage II Room, 16th Fl.  Jl. M.H. Thamrin No.1, Jakarta

    Attendance of the Company's BoC and Directors

    The BoC and Director of the Company who attend the GSM are as follows:

    Board of Commissioners

    - President Commissioner : Erwin Sudjono

    - Commissioner : Teddy J. Katuari

    - Commissioner : Franciscus Welirang

    - Commissioner : Indrawan Masrin

    - Independent Commissioner : Farid Harianto

    Director

    - President Director : Yani Alifen

    - Director : Lily Setiadi

    The resolution of the annual GSM 2017 stipulated in the notary deed of GSM No.95, dated June 26, 2018 issued by Dr. Irawan Soerodjo, SH, Msi., as follows:

    First Agenda:

    Approved and ratified the Company's Annual Report for the year 2017 including the Company's Activities Report, the BoC Supervisory Report and the Company's Financial Statement for the year 2017, and granted full release and discharge (acquit et de charge) to all members of the BoC and Directors for all their supervision and management actions implemented during the year 2017 as far as such actions are reflected in the Company's Annual Report.

    Second Agenda:

    • Approved the use of the Company's net profit of the year 2017 in the amount of USD 12,558,355 as follows:
      • The amount of USD 100,000 will be used as mandatory reserve fund, as stipulated in the Article 25 (1) of the Company's Article of association and Article 70 (1) of Law No. 40 of 2007 on Limited Liability Company;
      • Determine and distribute Cash Dividend in amount of USD 2,500,814 which will be paid in Rupiah based on the middle rate of Bank Indonesia on the June 22, 2018 which was IDR 14,102 or equivalent IDR 36,27 billion. Dividen will be distributed to 383.331.363 shares or equal as IDR 92 per shares;
      • The remaining of net year profit amounted USD 9,957,541 will be used to fund Company's working capital and will be recorded as the Company's retained earnings.
    • Granted power and authority to the Company's Directors to perform any and all necessary actions in relation to the decision on the use of the Company's profits, in accordance with prevailing laws and regulations.

    Third Agenda:

    • Appointed Public Accountant Firm Purwantono, Sungkoro and surja to carry an audit the Company's Financial Report for the year ended on December 31, 2018 and granted authority to the Company's BoC to determine the Public Accountant honorarium/fees as well as any other requirements, and
    • Delegate the full authority to the BoC to appoint another public accountant firm which is registered in Indonesia Financial Services Authority (OJK) and to determine the honorarium as well as any other requirements. if the Public Accountant Firm Purwantono, Sungkoro and surja cannot carry out their duties.

    Fourth Agenda:

    • Approved the determination of the salary and other allowances for the member of the BoC for the year 2018 maximum IDR 8.500.000.000,- per year net after tax deduction and the distribution is delegated to BoC of the Company.
    • Delegate the authority to BoC of the Company to determine the salary and other allowances for the member of Directors.


    BOARD OF COMMISSIONERS (BoC)

    In Accordance with the Law No.40/2007 regarding Limited Liability Company and OJK Regulation No. 33/POJK.04/2014 dated December 8, 2014, regarding the Directors and the Board of Commissioners of the Issuer or Public Company as well as the Article of Association of the Company, as follows are provisions concerning the Board of Commissioners (BoC) of the Company.

    BoC of the Company consists of at least three members, with formation a President Commissioner, a Vice President Commissioner and one or more Commissioner members. The members of BoC is appointed by GSM for a five years tenure from the date of GSM which appointed them until closing of the fifth GSM after the date of appointment. Member of BoC whose term of service has over can be reappointed.

    The Company shall have an Independent Commissioner at least 30% (thirty percent) of the total members of the Board of Commissioners. Independent Commissioner who has served for 2 (two) periods of tenure may be reappointed in the next period as long as the Independent Commissioner declared to the GSM that he/she still Independent.

    The BoC Duties, Responsibilities and Authorities

    The following are duties, responsibilities and authority of the BoC as stated in the Articles of Association and the BoC and Directors Charter of the Company:

    • The BoC supervise the Directors policies in managing the Company as well as provide advice to the Directors;
    • The BoC shall perform their duties, responsibilities and authorities with good faith and with responsibility and prudence;
    • In order to support the effectiveness of their duties and responsibilities in the supervision, the BoC shall establish and determine the composition of the Audit Committee and other committees as specified by the prevailing legislation and regulations in the Capital Market, and have to evaluated the performance of each committees every end of the Company fiscal year;
    • In certain circumstances, the BoC shall be entitled to convene Annual GSM and other GSM in accordance with their authority as stipulated in the legislation and the Articles of Association;
    • The BoC shall prepare the minute of BoC meeting and maintain its copy;
    • The BoC shall report to the Company on their share ownership and/or their relative share ownership in the Company;
    • The BoC shall report on their supervisory duties which have been performed during the previous year to the GSM;
    • If all the members of the Directors temporarily terminated and the Company does not have any Director, then for temporary the BOC is shall to manage the Company, in that case temporary power to one or more of them shall be borne together;
    • BOC has the authority to suspend one or more members of the Directors, if the director member acted contrary to the Articles of Association, prevailing legislation or neglected their duties;

    BoC Charter

    In carrying out its duties and responsibility, the Company's BoC refers to the guideline and work rules that set out in the BoC and Directors.

    The BoC and Directors Charter is structured to be a reference and/or guideline for the BoC and Directors in performing their duties and functions as the Company organs, in order to improve the quality and effectiveness of the working relationship between the BoC and Directors.

    The BoC and Directors Charter is compiled based of the principles of corporate law, prevailing legislation, and the Company's Articles of Association governing the working procedure of the BoC and Directors, which also refer on the application of the GCG principles.

    The BoC Nomination and Remuneration Procedure

    Performance of the Company's BoC evaluated every year by Shareholders in the GSM.

    The procedure of remuneration for the BoC are as follows:

    • The BoC proposed the amount of remuneration;
    • The proposal of remuneration for the Company's BoC submitted to the GSM to get approval from Shareholders;
    • Based on the decision of the GSM, the division of the BoC remuneration delegated to the Company's BoC;

    Basis of preparation of remuneration for the BoC, consider the following matters:

    • Remuneration applicable to the industry in accordance with the Company's business activities and scale;
    • The duties, responsibilities and authorities of the BoC members related to the achievement of objective and performance of the Company;
    • Target achievement or performance of each member of the BoC;
    • Company's financial condition;
    Structure remuneration of the Company's BoC consists of salary and other allowances.

    The realization of total remuneration for the Company's BoC for the year 2018 amounted to IDR 7.7 billion (net after taxes), and comply with the approval of the GSM as stated in the Deed of GSM No. 95 dated June 26, 2018 of Notary Dr. Irawan Soerodjo, SH, MSi. which determine salary and other allowances for the member of the BoC for the year 2018 maximum at IDR 8.5 billion per year net after tax deduction and the distribution is delegated to the BoC.

    The BoC Meeting Policy

    • A meeting of the BoC may be convened at least 1 (one) time every 2 (two) months and any time as deemed necessary;
    • Notice for a Meeting of the BoC shall be made by President Commissioner, if the President Commissioner is absent, the notice for the BoC meeting shall be arranged by another member of the BoC in accordance with the Article of Association;
    • The Meeting of the BoC shall be presided over by the President Commissioner. If the President Commissioner is absent or unable to preside over the Meeting, it being unnecessary to provide proof of such impediment to any third party, then the BoC Meeting shall be chaired by the Vice President Commissioner. If the Vice President Commissioner is absent or unable to preside over the Meeting, it being unnecessary to provide proof of such impediment to any third party, then the Meeting shall be chaired by another member of the BoC appointed by and from the members of the BoC present in the Meeting;
    • A member of the BoC may be represented in the BoC Meeting only by another member of the BoC acting by virtue of a Power of Attorney and The BoC Meeting shall be lawful and entitled to adopt binding resolutions only if more than 50% (fifty percent) of all members of BoC are present or legally represented in the Meeting;
    • Resolutions Meeting of the BoC shall be adopted on the basis of mutual consensus. In the event that mutual consensus is not achieved, the resolution shall be adopted upon majority approving vote members of the BoC present or legally represented in the Meeting;
    • Minutes of the BoC Meeting shall be drawn up by a person present in the Meeting appointed by the chairman of the Meeting and shall be signed by all members of the BoC and/or their proxies present in the Meeting to ensure the complete and correctness of the Minutes and in the case one member of the BoC not signing the Minutes, he/she obliged to mention his/her reason in writing, in a separate letter attached to the Minutes;
    • The BoC may also adopt valid resolutions without convening a Meeting of the BoC provided that all of the members of the BoC have been informed in writing regarding the proposals concerned and all of the members of the BoC have given their approval to the proposals being submitted as evidenced by their signed written approval. The Resolutions of the BoC adopted in such manner shall have equal legal force to that of resolutions legally adopted in a Meeting of the BoC.
    • The BoC obliged to convene a joint meeting with the Directors periodically, at least 1 (one) time every 4 (four) months.

    During 2018, the Company's BoC has conducted 6 (six) times BoC meetings and 7 (seven) times joint meeting with the Company's Directors.

    Assessment of the BoC for the Supporting Committee

    Audit Committee

    In order to support the effectiveness of their duties and responsibilities in the supervision of the Company's performance, thre BoC is assisted by the Audit Committee.

    The Audit Committee shall report and provide suggestions recommendation on its findings to the BoC. The BoC will assess the performance of the Audit Committee based on the fulfillment of the duties and obligations of the Audit Committee in accordance with the established in the Committee Audit Charter and also based on the reports and results of recommendations Audit Committee to improved the Company's performance both in terms of operational, financial and in the implementation of good corporate governance as well as the Company's compliance with prevailing regulations and legislation.

    Nomination and Remuneration Committee

    Currently, the Company has not formed a Nomination and Remuneration Committee, the function of nomination and remuneration run by the Company's BoC.

    The Nomination and Remuneration procedure are as follows:

    • The BoC evaluates the performance of the BoC and Directors;
    • The BoC recommend the remuneration for the Company's BoC to the GSM and set the remuneration for the Directors pursuant to the authority given by the GSM;
    • Remuneration applicable to the industry in accordance with the Company's business activities and scale;
    • Target achievement and performance;
    • The Company's financial condition;

    DIRECTORS

    In Accordance with the Law No.40/2007 regarding Limited Liability Company and OJK Regulation No. 33/POJK.04/2014 dated December 8, 2014,regarding the Directors and the Board of Commissioners of the Issuer or Public Company as well as the Article of Association of the Company, as follows are provisions concerning the Directors of the Company.

    The Company is managed and led by the Directors under supervision of the BoC. The Directors is authorized to running management by appropriate policies. The Directors consists of at least 3 (three) members of Directors with the composition of a President Director, a Vice President Director and one or more Directors.

    President Director, Vice President Director and a Director jointly entitled and authorized to act for and on behalf of the Directors to represent the Company.

    The member of Director are appointed and discharged by the GSM. The Directors members are appointed for 5 (five) years from the date of the GSM which appointed them until the closing of the fifth GSM after appointed date. The Directors member whose term of service has over can be reappointed. Tenure of Independent Director at the most is 2 (two) consecutive periods.

    Main Duties and Responsibilities of Directors

    The Directors take full responsibility in performing their duties for the benefit of the Company in achieving its objectives and purposes. Each member of the Directors shall, in good faith and responsibly performing their duties with respect to prevailing laws and regulations.

    As follows are detail of duties and responsibilities of the Company's Directors:

    President Director: Yani Alifen

    Main duties and responsibilities:

    To lead the Company ahead in the industry, to improve strategic planning to achieve corporate mission in line with the corporate philosophy, to establish corporate policies, to control corporate operations, to improve internal control system, to coordinate with other directors and to account for the corporate operations to the GSM.

    Vice Pres. Director: Djazoeli Sadhani

    Main duties and responsibilities:

    To assist President Director to lead the Company, to improve strategic planning, to control corporate operations, to coordinate with other directors. Perform President Director tasks and to represent President Director in taking important decision when President Director is absent Moreover, In his function as Independent Directors responsible to encourage and create independent and objective climate in the Company, and assign fairness as a main principle for the concern of minority Shareholders and others Stakeholders, to ascertain the Company's adherence of the laws, rules and prevailing regulations and also the Company's values in operate its business activities, to ascertain the Company is run by professional management.

    Finance Director: Lily Setiadi

    Main duties and responsibilities:

    To control over and account for the whole aspects of corporate financial management, to lead and coordinate the administration work, to determine the financial policies, business plan and Corporate budget, to assist in developing internal control system.

    General Affairs Director: Jimmy Masrin

    Main duties and responsibilities:

    To coordinate and evaluate the operational problems in general affairs, to build good relationship with internal and external parties, to make short-term and long-term plans in all aspects of general affairs, to make plan for enhancing employee effectiveness and productivity, to approve and coordinate changes and remedies of the systems and procedures to all concerned units, to build and improve employee's good personality, employee loyalty to the Company and to generate a conducive working atmosphere, and other tasks relevant to general affairs.

    The Directors Charter

    In carrying out its duties and responsibility, The Company's refers to the guideline and work rules that set out in the BoC and Directors Charter.

    The BoC and Directors Charter is structured to be a reference and/or guideline for the BoC and Directors in performing their duties and functions as the Company organs, in order to improve the quality and effectiveness of the working relationship between the BoC and Directors.

    The BoC and Directors Charter is compiled based of the principles of corporate law, prevailing legislation, and The Company's Articles of Association governing the working procedure of the BoC and Directors, which also refer on the application of the GCG principles.

    The Director Nomination and Remuneration Procedure

    The assessment of the Company's Directors performance is conducted by implementing a mechanism for self-assessment and reviewed by the BoC, In outline the criteria as base of assessment of the Directors member are as follows:

    • The implementation of GCG;
    • The Company's performance and financial, operation and other aspects;
    • The comparison between target and actual achievement of the Company;
    • The strategy and innovation implemented;
    • The achievement management in enhancing value for Shareholders.

    For the year 2018, the BoC has evaluated the performance of the Directors, and considers that the Directors has been working in accordance with the Company's strategy. All of the Directors action for the interests of the Company has been approved and authorized by the GSM.

    The procedure of remuneration for the Company's Director are as follows:

    • The BoC conducted a review of the performance of the Directors.
    • Based on a review of the Directors performance and also considering the basis preparation of remuneration, on the authority given to the GSM, the BoC determined the remuneration amount for the Directors member.

    The basis of remuneration for the Directors, consider the followings:

    • Remuneration applicable to the industry in accordance with the Company's business activities and scale;
    • The duties, responsibilities and authorities of the Directors related to the achievement of objective and performance of the Company;
    • Target achievement and performance of each Directors;
    • The Company's financial condition;

    Structure remuneration of the Company's Directors consists of salary and other allowances.

    Accordance with the approval of the GSM as stated in the Deed No. 95 dated June 26, 2018 made by Notary Dr. Irawan Soerodjo SH, Msi. which defined that the GSM delegated authority to the BoC to determine the salary and other benefits for the Directors member, the BoC has determined total remuneration for the Company's Directors for the fiscal year 2018 amounted to IDR 18 billion (net after taxes).

    The Directors Meeting Policy

    • The Directors must convene a Meeting periodically, at least 1 (one) time in each month and can be held at any time it is deemed necessary;
    • The notice of the Meeting of the Directors shall be carried out by the member of the Directors entitled to represent the Directors in accordance with the Article of Association;
    • The Directors Meeting shall be presided over by the President Director. If the President Director is absent or unable to preside over the meeting, it being unnecessary to provide proof of such impediment to any third party, then the Directors Meeting shall be chaired by the Vice President Director. If the Vice President Director is absent or unable to preside over the Meeting, it being unnecessary to provide proof of such impediment to any third party, then the Meeting shall be chaired by another member of the Directors;
    • A member of the Directors may be represented in the Directors Meeting only by another member of the Directors acting by virtue of a Power of Attorney;
    • The Meeting of the Directors shall be lawful and entitled to adopt binding resolutions only if more than 50% (fifty percent) of the members of the Directors are present in person or by proxy in the Meeting;
    • Resolutions of a Meeting of the Directors shall be adopted on the basis of mutual consensus, failing which resolutions shall be approved by at least more than 50% (fifty percent) approving vote of the members of the Directors present or represented legally in the Meeting;
    • Minutes of the Directors Meeting shall be drawn up by a person present in the Meeting appointed by the chairman of the Meeting and shall be signed by all members of the Directors and/or their proxies present in the Meeting to ensure the complete and correctness of the Minutes and in the case one member of the Directors not signing the Minutes, he/she obliged to mention his/her reason in writing, in a separate letter attached to the Minutes.
    • The Directors may also adopt valid resolutions without convening a Meeting of the Directors provided that all of the members of the Directors have been informed in writing regarding the relevant proposals and all members of the Directors have given their approval to the proposals being submitted as evidenced by their signed written approval. Any resolutions adopted in such manner shall have equal legal force to that of resolutions legally adopted in the Meeting of the Directors;
    • The Directors obliged to convened a Meeting together with the BoC periodically, at least once in 4 (four) months.

    During 2017, the Company's Director has conducted 12 (twelve) times Directors meeting and 7 (seven) times joint Meeting with the Company's BoC.