BAB V PENUTUP
C. EVALUASI BOARD MANUAL
Perusahaan akan melakukan evaluasi secara berkala atau sesuai kebutuhan untuk mengetahui dan mengukur kesesuaian Board Manual dengan peraturan perundangan-undangan yang berlaku maupun dinamika bisnis yang terjadi. Evaluasi Board Manual Perusahaan dilakukan oleh Direksi dan Dewan Komisaris yang kemudian dapat menunjuk Sekretaris Perusahaan dan Sekretaris Dewan Komisaris berkoordinasi dengan Satuan Pengawasan Intern (SPI).
AB I B AB II DIREKSI B AB III DEW AN KOMISARIS B AB IV KEGIA T AN ANT AR ORGAN PERUSAHAAN B AB V PENUTUP
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PREFACE
Board Manual is a guide for the Board of Commissioners and Board of Directors that includes set of of principles of corporate law and provisions contained in the legislation, Articles of Association of the Company as well as company rules regulating the governance and function of the Board of Commissioners and Board of Directors. Besides it is taken from and the development of various habbits and regulations that apply to PT SUCOFINDO (PERSERO), it is also based on the habits or best practices that are applied or implemented by other companies.
By conducting things that have been outlined in each item of Board Manual, the commitment of the Board of Commissioners and Board of Directors could become motivation for Employees to implement good corporate governance principles consequently, consistently and continuously within their working environment.
Every improvement on the content of Board Manual will be conducted by the Corporate Secretary by making adjustments in accordance with the current condition of the company and the prevailing legislation related to State Owned Enterprise (SOE).
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TABLE OF CONTENTS
PREFACE ... iii BOARD MANUAL ATTESTATION ... v TABLE OF CONTENTS ... vii CHAPTER I INTRODUCTION ... 1 A. BACKGROUND ... 1 B. PURPOSE AND OBJECTIVES ... 1 C. GLOSSARY ... 2 D. REFERENCE OF GUIDELINES ... 6 CHAPTER II BOARD OF DIRECTORS ... 9 A. COMPOSITION OF THE BOARD OF DIRECTORS ... 9 1. Membership of the Board Of Directors ... 9 2. Requirements ... 9 a. Formal Requirements ... 9 b. Materiel Requirements ... 10 c. Other Requirements ... 11 3. Composition of the Board of Directors ... 11 4. Nomination ... 12 5. Appointment of Directors ... 12 6. Term of Office ... 13 7. Dismissal of Members of the Board of Directors at Any Time
Prior to the Term Ends ... 13 8. Temporary Dismissal of Members of the Board of Directors ... 15 9. Resignation of Members of the Board of Directors ... 16 10. Charging of Vacant Positions of Members of The Board of
Directors ... 17 11. Circumstance of Tall Position of Members of The Board
of Directors Vacant ... 17 12. Temporary Transfer of Duties of The Board of Directors
Members ... 18 13. Temporary Subtitute The Board of Directors Members ... 19 B. INDUCTION AND CAPABILITY ENHANCEMENT PROGRAMS ... 19 1. Induction Program ... 19 2. Capability Enhancement Program ... 20
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C. OFFICE ETHICS ... 22 D. DUTIES, OBLIGATIONS, AUTHORITY AND RIGHTS
OF THE BOARD OF DIRECTORS ... 24 1. Duties and Obligations of the Board Of of Directors ... 24 2. Authorities of the Board of Directors ... 32 3. Rights of the Board of Directors ... 35 E. THE BOARD OF DIRECTORS MEETINGS ... 35 1. Type of Meeting of the Board of Directors ... 35 2. The Implementation Mechanisms of the Meeting of
the Board of Directors ... 37 F. INDEPENDENCE OF THE BOARD OF DIRECTORS ... 45 G. DETERMINATION OF THE COMPANY MANAGEMENT POLICY ... 46 H. PROFESSIONAL ADVICE ... 47 I. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS .. 48 J. SUPPORTING ORGAN OF THE BOARD OF DIRECTORS ... 49 1. Corporate Secretary ... 49 2. Internal Audit Unit (IA) ... 51 CHAPTER II BOARD OF COMISSIONERS ... 53 A. COMPOSITION OF THE BOARD OF COMMISSIONERS ... 53 1. Membership of The Board of Commissioners ... 53 2. Requirements ... 53 a. Formal requirements ... 53 b. Material Requirements ... 54 c. Other Requirements ... 54 3. Composition of the Board of Commissioners ... 55 4. Nomination ... 56 5. Term of Office ... 56 6. Dismissal of Members of the Board of Commissioners ... 57 7. Resignation of A Member of the Board of Commissioners ... 58 8. Charging of Vacant Positions of the Member of The Board
of Commissioners ... 60 9. Circumstance of All Position of Members of the Board
of Commissioner Vacant ... 60 B. INTRODUCTION PROGRAM AND CAPABILITY ENHANCEMENT ... 61 1. Introduction Program ... 61 2. Capability Enhancement Program ... 62 C. OFFICE ETHICS ... 64
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D. FUNCTIONS, DUTIES, OBLIGATIONS, AUTHORITY AND RIGHTS OF THE BOARD OF COMMISSIONERS ... 66 1. Functions of the Board of Commissioners ... 66 2. Duties and Obligations of the Board of Commissioners ... 70 3. Authorities of the Board of Commissioners ... 79 4. Rights of the Board of Commissioners ... 81 E. THE BOARD OF COMMISSIONERS MEETINGS ... 81 1. Type of Meeting of the Board of Commissioners ... 81 2. The Mechanism of Implementation of the Meeting of
the Board of Commissioners ... 82 F. PERFORMANCE EVALUATION OF THE BOARD OF
COMMISSIONERS ... 92 G. SUPPORTING ORGAN OF THE BOARD OF COMMISSIONERS ... 93 1. Committees of the Board of Commissioners ... 93 2. Secretariat of the Board of Commissioners ... 95 CHAPTER IV ACTIVITY AMONG THE COMPANY ORGAN ... 97 A. WORKING RELATIONSHIP BETWEEN THE BOARD OF
COMMISSIONERS AND BOARD OF DIRECTORS ... 97 B. MEETING OF THE BOARD OF COMMISSIONERS AND BOARD
OF DIRECTORS (JOINT MEETING) ... 98 1. General Policy ... 98 2. Venue of Meeting ... 99 3. Agenda and Call of Meeting ... 99 4. Chairman of Meeting ... 99 5. Decision Making ... 99 6. Dissenting Opinion ... 100 7. Minutes of Meeting ... 101 8. Organizing The Meeting Through Electronic Media ... 102 C. GENERAL MEETING OF SHAREHOLDERS (GMOS) ... 103 1. Annual GMOS ... 103 2. Extraordinary GMOS ... 104 3. Mechanisms of Organizing The GMOS ... 104 4. Chairman and Minutes of GMOS ... 106 5. Quorum, Voting Rights and Decisions ... 106 6. GMOS for Determining The Utilization of Profit ... 108 7. GMOS for Determining Changes to The Articles of
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8. GMOS for the Merger, Consolidaton, Acquisition,
Separation and Change of Legal Entity ... 110 9. GMOS for Determining Dissolution and Liquidation ... 111 CHAPTER V CLOSING ... 113 A. ENFORCEMENT OF BOARD MANUAL ... 113 B. SOSIALIZATION OF BOARD MANUAL ... 113 C. EVALUATION AND REVIEW OF BOARD MANUAL ... 113
1 CHAPTER I
INTRODUCTION
A. BACKGROUND
One of the commitments of PT SUCOFINDO (Persero) (hereinafter called the "Company") in implementing corporate governance practices (Good Corporate Governance or GCG) is to draw up guidelines for the Board of Commissioners and Board of Directors (the "Board Manual"), which is a compilation of principles of corporate law and provisions as contained in the Articles of Association of the Company as well as the Company's rules and legislation which regulate the governance and function of the Board of Commissioners and Board of Directors.
GCG implementation in the Company is not only to comply with the regulations and legislation, but also has to be able to actualize good corporate governance principles, i.e. transparency, accountability, responsibility, independence and fairness, in the entire activities of the Company consistently.
Board Manual is dynamic, so that the Company may adjust it from time to time. Various detailed provisions contained in the Articles of Association, Directives of Shareholder stipulated in the General Meeting of Shareholders (GMOS) and other various legal provisions remain binding even though it is not specifically described in the Board Manual and if there are provisions in the Board Manual which is not in accordance with the new legislation, the provisions of the Board Manual is considered not valid and the one prevails is the latest legislation.
B. PURPOSE AND OBJECTIVES
The Board of Commissioners and Board of Directors as parts of the Organ of the Company, must make themselves as good role models for each section within the Company. The tasks and functions of the Company organs should be implemented in good faith, full of responsibility and high dedication to the advancement of the Company.
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2 Board Manual is intended to provide clarity on functions of the Board of Commissioners and Board of Directors in managing the Company professionally, transparently and efficiently, thus the working relationship between the Board of Commissioners and Board of Directors can be more effective and productive.
Objectives of the Board Manual are:
1. Serve as the guidelines to facilitate the Board of Commissioners and Board of Directors in understanding the regulations related to the working procedures of the Board of Commissioners and Board of Directors, such as tasks, functions, authorities, obligations and rights, and meetings of the respective Organ of the Company;
2. Clarify the accountability level in decision-making
C. GLOSSARY
The terms used in this Manual Board refer to the legislations, regulations, Articles of Association, the Company's regulations and the best practices 1. Subsidiary, is a limited company that is majority owned by the
Company or a limited company controlled by the Company.
2. Members of the Board of Commissioners (Commissioner), is a member of the Board of Commissioners which refers to the individual (rather than as the council).
3. Member of the Board of Directors (Director) is a member of the Board of Directors which refers to the individual (rather than as the council).
4. The External Auditor is independent and professional auditor from outside the Company, who provides audit and non-audit services to the Company.
5. Conflict of Interest is a situation where Insan SUCOFINDO has or may have a personal interest for the misuse of authority that can affect the quality of his decisions and/or actions.
6. Board of Commissioners is an organ of the Company which is in charge of conducting supervision generally and/or specifically, as well as providing advice to the Board of Directors in running and managing the Company.
3 7. Board of Directors, is an organ of the Company which is fully responsible, based on the Company’s Articles of Association/GMOS/ Regulations, in implementing the Work Programme of PT SUCOFINDO (Persero) and managing the Company for the interests and objectives of the Company, as well as representing the Company both inside and outside the court according to the provisions of Articles of Association and prevailing legislation;
8. Insan SUCOFINDO is all personnel, who work for the interests and on behalf of the Company that includes the Board of Commissioners, Supporting Organ of the Board of Commissioners, Board of Directors, permanent and non permanent Employees.
9. Day is a calendar day instead of effective working day, unless stated otherwise in the guidelines;
10. Independent Commissioner is a member of the Board of Commissioners, who does not have the financial, management, share ownership and/or family relationship with members of the Board of Commissioners, members of the Board of Directors and/or controlling shareholders or relationship with the Companythat could affect his ability to act independently.
11. Audit Committee is a committee established by the Board of Commissioners that assists the Board of Commissioner fullfilling its duties and responsibilities in reviewing the effectiveness of the internal control systems, the effectiveness of the task implementation of external and internal auditors.
12. Risk Management, Investment and Good Corporate Governance (RMIG) Committees are committees established by the Board of Commissioners to assist the implementation of tasks and functions of the Board of Commissioners by providing professional and independent opinion to the Board of Commissioners related to the monitoring of risks, Investment and GCG.
13. The Annual Report is the Annual Management Report as referred to in the legislation.
14. Vacant Position of the Board Of Commissioners, is when Independent Commissioner is less than 20% or if the President Commissioner passed away; the tenure ends; is dismissed based on GMOS and no longer meet the requirements as a member of the Board of Directors based on the Arcticles of Association and legislation; resigning; prolonged aching (being absent due to illness according to
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4 doctor) for no more than 180 (one hundred eighty) days continuously; and being named a suspect that is physically arrested more than 90 (ninety) days.
15. Vacant Position of Directors is:
a. In the event that the GMOS establishes a nomenclature position for member of of the Board of Directors, thus position of member of the Board of Directors is considered vacant if there is one or more members of the Board of Directors passed away; expiration of the tenure; dismissed based on the GMOS decision and no longer qualified as member of the Board of Directors based on Articles of Association and legislation; resigning; prolonged aching (being absent due to illness according to doctor for more than 180 (one hundred eighty) days continuously; and being named a suspect that is physically arrested for more than 90 (ninety) days;
b. in the event that the GMOS does not establish nomenclature position for Members of Director, therefore:
i. if there are more than 1 (one) Member of the Board of Directors, definition of vancant will only be applied when the President Director passed away; expiration of the tenure; dismissed based on the GMOS decision and no longer qualified as member of of the Board of Directors based on the Articles of Association and legislation; resigning; prolonged aching (being absent due to illness according to doctor for no more than 180 (one hundred eighty) days continuously; and being named a suspect that is physically arrested more than 90 (ninety) days; ii. if there were more than 1 (one) Member of the Board of
Directors, thus when there is one Member of the Board of Directors (that is not the President Director) passed away; expiration of the tenure; dismissed based on the GMOS decision and no longer qualified as member of the Board of Directors based on the Articles of Association and legislation; resigning; prolonged aching (being absent due to illness according to doctor for no more than 180 (one hundred eighty) days continuously; and being a suspect that is physically arrested for more than 90 (ninety) days, consequently the other Member of the Board of Directors, who still serves, has to immediately redefine the tasks through the Board of Directors Meeting to avoid a vacant position, which result is also delivered to the Board of Commisioners for acknowledgement.
5 16. The Company Organ is the main organ in the governance of the Company, which consists of the General Meeting of Shareholders (GMOS), the Board of Commissioners and the Board of Directors. 17. Employee is a person who works at the Company and is bound in a
working relationship and receives wages or other forms of remuneration. 18. Company with the capital C is PT SUCOFINDO (Persero) Tbk, while
company with a small c letters refers to a company in general.
19. General Meeting of Shareholders hereinafter called as the GMOS, is the organ of the Company that has authority, which is not granted to the Board of Directors or Board of Commissioners within the limits specified in this law and / or the articles of association.
20. Internal Audit Unit (IA), is a structural technical unit within the Company, which is in charge of carrying out audits and ensure the Company's internal control system can run effectively.
21. Secretary to the Board of Commissioners, is a supporting organ of the Board of Commissioners. The Secretary to the Board of Commissioners is appointed by the Board of Commissioners and in charge of running administrative and secretarial tasks related to all activities of the Board of Commissioners.
22. Corporate Secretary, is a structural function unit within the Company organization, who is in charge of providing support to the Board of Directors in the executing their duties and act as a liaison between the shareholders, the Board of Commissioners, Board of Directors, the Work Unit and the Company's stakeholders (Stakeholders).
23. Shareholder is the parties registered in the shareholders’ list of the Company.
24. Stakeholders (Stakeholder of the Company) are interested parties with State-Owned Enterprises (SOEs) as they have legal relationship with SOE, among others: employees, customers, suppliers, business partners, governments, communities, the media, and others.
25. Company Talent, is an official of one level below the Board of Directors of the Company or other officials, who is considered competent to be developed as the Prospective Candidate of the Company’s Board of Directors member.
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6 D. REFERENCE OF GUIDELINES
1. Law of the Republic of Indonesia Number 5 Year 1999 regarding Prohibition of Monopolistic Practices and Unfair Business Competition. 2. Law of the Republic of Indonesia Number 28 Year 1999 regarding
Management of State which is Clean and Free from Corruption, Collusion and Nepotism.
3. Law of the Republic of Indonesia Number 31 Year 1999 regarding The Eradiction of Corruption Act.
4. Law of the Republic of Indonesia Number 20 Year 2001 regarding the Amendment of the Law Number 31 Year 1999 regarding Corruption Eradication.
5. Law of the Republic of Indonesia Number 19 Year 2003 regarding State-Owned Enterprises.
6. Law of the Republic of Indonesia Number 40 Year 2007 regarding Limited Liability Company.
7. Law of the Republic of Indonesia Number 14 Year 2008 regarding Public Information Disclosure Act.
8. Government Regulations Number 12 Year 1998 regarding Limited Liability Company (Persero).
9. Government Regulations Number 45 Year 2001 regarding Amendment of Government Regulations Number 12 Year 1998 regarding Limited Liability Company (Persero).
10. Government Regulations Number 43 Year 2005 regarding Merger, Dissolve, Acquisition and Change of Legal Entity of Stated Owned Enterprises
11. Government Regulation Number 44 Year 2005 regarding Procedures for Administration of State Capital Investments In Stated-Owned Enterprises and Limited Liability Company.
12. Government Regulation Number 45 Year 2005 regarding the Establishment, Monitoring and Dissolution of State Owned Enterprises. 13. Regulation of the Minister of State-Owned Enterprises Number:
PER-03/MBU/2012 regarding Guidelines of Goods and Services Procurement of State-Owned Enterprises.
14. Regulation of the Minister of State-Owned Enterprises Number: PER-01/MBU/2011 regarding Implementation of Good Corporate Governance (GCG) in State-Owned Enterprises.
7 15. Regulation of the Minister of State-Owned Enterprises Number:
PER-03/MBU/2012 regarding Guidelines for Appointment of Members of the Board of Directors and Member of the Board of Commissioners of the State-Owned Enterprises subsidiary.
16. Regulation of the Minister of State-Owned Enterprises Number: PER-09/MBU/2012 Re Amendment to the Regulation of the Minister of State-Owned Enterprises No PER-01/MBU/2011 regarding Implementation of Good Corporate Governance in State-Owned Enterprises
17. Regulation of the Minister of State-Owned Enterprises Number: PER 12/MBU/2012 regarding Supporting Organs of Board of Commissioners/Supervisory Board of the State-Owned Enterprises. 18. Regulation of the Minister of State-Owned Enterprises Number:
PER-15/MBU/2012 regarding the Amendment of PER-05/MBU/2008 regarding Guidelines of Goods and Services Procurement of State-Owned Enterprises.
19. Regulation of the Minister of State-Owned Enterprises Number: PER-02/MBU/2013 regarding Guidelines of Composing of Information Technology Management of State-Owned Enterprises.
20. Regulation of the Minister of State-Owned Enterprises Number: PER 04/MBU/2014 regarding Guidelines for Determining and Remuneration Board of Directors, Commisioner and Supervisory Board of State-Owned Enterprises.
21. Regulation of the Minister of State-Owned Enterprises Number: PER 02/MBU/02/2015 regarding The Requirements, Procedures for the Appointment and Dismissal of Members of the Directors of State Owned Enterprises.
22. Regulation of the Minister of State-Owned Enterprises Number: PER-03/MBU/02/2015 Re the Requirements, Procedures for the Appointment and Dismissal of the Members of the Board of Commissioner and Supervisory Board of State Owned Enterprises.
23. Decree of the Minister of State-Owned Enterprises Number: KEP-101/MBU/2002 regarding Arranging of Work Plan and Budget of the Company.
24. Decree of the Minister of State-Owned Enterprises Number: KEP-102/MBU/2002 regarding Arranging of the Company’s Long Term Plan.
25. The General Guidelines of Good Corporate Governance Indonesia issued by the National Committee on Governance (NCG) in 2006.
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8 26. Circular Letter of the Minister of State-Owned Enterprises Number:
SE-04/MBU/6/2015 dated June 22, 2015 regarding the Overseas Official Trip for Director and Commisioner of State-Owned Enterprises.
27. Decree of the Secretary of the Ministry of State-Owned Enterprises Number: SK-16/S.MBU/2012 regarding Parameter of Assessment and Evaluation of the Application of Good Corporate Governance (GCG) In State-Owned Enterprises.
28. The Article of Association of PT SUCOFINDO (Persero) as contained in the Deed of Establishment PT SUCOFINDO (Persero) No. 42 dated October 22, 1956 made before Johan Arifin Sutan Lumban Tobing, Notary in South Jakarta, which was last amended by Deed No. 10 dated