C. Assessment on Good Corporate Governance
10. Decisions of the 2016 AGMS and Realization
No Agenda 2016 AGMS Decision Realization
1. First Agenda Item Approval of the Annual Report including the Company’s Financial Statements and the Supervisory Report of the Board of Commissioners for the fiscal year ended on December 31, 2015 and to provide liability release and discharge (acquit et decharge) to Directors and Commissioners of the company for the actions of the management and supervision carried out in the fiscal year ended on December 31, 2015.
I Approval of the Annual Report, including the Supervisory Report of the Board of Commissioners for the fiscal year ended on December 31, 2015 contained in the 2015 Annual Report.
Realized
II Ratifying the Financial Statements covering Balance Sheet and Profit and Loss Calculation for the fiscal year ending on December 31, 2015 audited by Siddharta Widjaja & Partners Public Accountant Firm, a member of KPMG International contained in the 2015 Annual Report.
III Granting release and discharge of responsibility (acquit et decharge) to the Board of Directors and the Board of Commissioners for the actions of management and supervision of each Director and Commissioner during the fiscal year ended December 31, 2015, as long as such actions are recorded in the Annual Report and Consolidated Financial Statements and supporting documents for the fiscal year ended on December 31, 2015.
Result of the vote calculation:
Agree Disagree Abstain
20,741,362,947
(99.916%) 4,392,100
(0.021%) 13,099,915
(0.063%) 2. Second Agenda Item
Determination of the utilization of the Company’s profit for the fiscal year ended on December 31, 2015;
I Resolve to accept that the Consolidated Balance Sheet and Income Statement for the fiscal year ended on December 31, 2015, audited by Siddharta Widjaja & Partners Public Accountant Firm, member of KPMG International, the Company’s net profit within the fiscal year ended on December 31, 2015 is Rp18,018,653,583,210.00 (eighteen trillion eighteen billion six hundred fifty three million five hundred eighty three thousand two hundred ten Rupiah) (“Net Profit 2015”).
Realized
II Stipulate the use of 2015 Net Income, amounting to Rp18,018,653,583,210.00 (eighteen trillion eighteen billion six hundred fifty three million five hundred eighty three thousand two hundred and ten Rupiah), as follows:
1. Rp180,186,535,832.00 (one hundred eighty billion one hundred eighty six million five hundred thirty five thousand eight hundred thirty two Rupiah) shall be appropriated for reserve fund.
2. Rp3,944,801,600,000,00 (three trillion nine hundred forty four billion eight hundred one million six hundred thousand Rupiah) or Rp160.00 (one hundred sixty Rupiah) per share is distributed as cash dividend for the fiscal year ended on December 31, 2015 to shareholders who have the right to receive cash dividends, in which the total cash dividend includes an interim dividend of Rp1,356,025,550,000.00 (one trillion three hundred fifty six billion twenty five million five hundred fifty thousand Rupiah) or Rp55.00 (fifty five Rupiah) per share paid on December 8, 2015, so the remaining amount is Rp2,588,776,050,000.00 (two trillion five hundred eighty eight billion seven hundred seventy six million fifty thousand Rupiah) or Rp105.00 (one hundred and five Rupiah) per share.
No Agenda 2016 AGMS Decision Realization Second Agenda Item The payment of dividends apply the following terms and
conditions:
i. the remaining dividend for fiscal year 2015 to be paid for each share issued that is registered in the company’s Register of Shareholders on the record date will be determined by the Board of Directors.
ii. for the payment of the remaining dividends of the fiscal year 2015, the Board of Directors will withhold dividend tax in accordance with applicable tax laws.
iii. the Board of Directors is authorized and empowered to define matters related to the implementation of the remaining dividend payment of fiscal year 2015, including (but not limited to):
(aa) determining record date as referred to in item (i) to determine the shareholders of the Company entitled to receive the payment of the remaining dividends for the fiscal year 2015; and
(bb) determine the date of payment of the remaining dividend for the fiscal year 2015, and other technical matters without prejudice to the rules of the Stock Exchange where the company’s shares are listed.
3. The remaining Net Profit 2015 that has not allocated for specific use, shall be determined as retained earnings.
III Declare the granting of power in point II item 2 of this decision shall come into force the moment the proposal submitted to this event is approved by the AGMS.
Result of the vote calculation:
Agree Disagree Abstain
20.671.824.763
(99,581%) 58.540.099
(0,282%) 28.490.100
(0,137%) 3. Third Agenda Item
Confirmation of the expiration of the term of duty, and the appointment of members of the Board of Commissioners and the Board of Directors;
I Confirming of the expiration of the term of duty of the Board of Commissioners and the Board of Directors member as of the close of this AGMS, and subsequently granting release and discharge of responsibility (acquit et decharge) to the members of the Board of Commissioners and the Board of Directors on their respective supervisory and management actions during their respective occupations, as long as the these actions are recorded in the books and records of the Company.
Realized
II a. Re-appointing the members of the Board of Commissioners and Board of Directors of the Company, with the following structure:
Board of Commissioners
President Commissioner : Mr. Ir. Djohan Emir Setijoso Commissioner : Mr. Tonny Kusnadi
Independent Commissioner : Mr. Cyrillus Harinowo Independent Commissioner : Mr. DR. Ir. Raden Pardede Board Of Directors
President Director : Mr. Jahja Setiaatmadja
Deputy President Director : Mr. Eugene Keith Galbraith Director : Mr. Suwignyo Budiman
Director (also as Director of Compliance) : Tan Ho Hien / Subur also called as Subur Tan
Director : Mr. Henry Koenaifi
Independent Director : Mr. Erwan Yuris Ang Director : Mr. Rudy Susanto
No Agenda 2016 AGMS Decision Realization Third Agenda Item b. Appointing Mr. Sumantri Slamet Ph.D, as an Independent
Commissioner, effective if and as of the date on which the Financial Services Authority approves the appointment, with the term of duty until to the close of the AGMS of the Company to be held in 2021 (two thousand twenty-one).
c. Appointing Mr. Armand Wahyudi Hartono, as Vice President Director of the Company, effective if and as of the date on which the Financial Services Authority approves the appointment, with the term of duty until to the close of the AGMS of the Company to be held in 2021 (two thousand twenty-one). Provided that the approval of the Financial Services Authority has not been obtained, Mr. Armand Wahyudi Hartono is re-appointed as a Director, effective from the close of this Meeting, until the close of AGMS of the Company to be held in 2021 (two thousand twenty- one).
d. Appointing Mrs. Inawaty Handoyo as a Director of the Company, effective if and as of the date on which the Financial Services Authority approves the appointment, with the term of duty until to the close of the AGMS to be held in 2021 (two thousand twenty-one).
e. Appointing Mrs. Lianawaty Suwono as a Director of the Company, effective if and as of the date on which the Financial Services Authority approves the appointment, with the term of duty until to the close of the AGMS to be held in 2021 (two thousand twenty-one).
f. Appointing Mr. Santoso as a Director of the Company, effective if and as of the date on which the Financial Services Authority approves the appointment, with the term of duty until to the close of the AGMS of the Company to be held in 2021 (two thousand twenty-one).
The appointment of members of the Board of Commissioners and the Board of Directors with the term of duty shall not prejudice the right of the GMS to amend the composition of the Board of Commissioners and Board of Directors of the Company within and during the ongoing period.
Pursuant to the provisions of Article 12, paragraph 9 of the Company’s Articles of Association, then the AGMS shall authorize the Board of Commissioners to determine the distribution of duties and responsibilities among the members of the Board of Directors.
No Agenda 2016 AGMS Decision Realization Third Agenda Item III Expressing the highest appreciation and gratitude to Mr. Sigit
Pramono for the services that have been given during his tenure as Independent Commissioner of the Company.
IV Expressing the highest appreciation and gratitude to Mrs.
Dhalia Mansor Ariotedjo for the services that have been given during her tenure as Director of the Company.
V Expressing the highest appreciation and gratitude to Mr. Anthony Brent Elam for the services that have been given during his tenure as Director of the Company.
VI Granting the power and authority to the Board of Directors of the Company, with substitution rights, to decide on the composition of the members of the Board of Commissioners and Board of Directors mentioned above in the deed made before the Notary, including the composition of the Board of Commissioners and the Board of Directors after obtaining the Approval Letter from the Financial Services Authority related to the resolution of the AGMS, and further notify the competent authorities, and perform all and any necessary action in respect of such decisions in accordance with applicable laws and regulations.
VII Confirming the granting of power in item VI of this decision shall come into force the moment the proposal submitted to this event is approved by this AGMS.
Result of the vote calculation:
Agree Disagree Abstain
20,217,977,812
(97.395%) 318,310,050
(1.533%) 222,567,100 (1.072%) 4. Fourth Agenda Item
Determination of salary, honorarium, and allowances for fiscal year 2016 and tantiem for fiscal year 2015 to the Board of Directors and Board of Commissioners
I a. Granting full power and authority to Farindo Investments (Mauritius) Limited, qualitate qua (qq) Robert Budi Hartono and Bambang Hartono, as the majority shareholder of the Company, to determine the amount of honorarium and other allowances to be paid by the Company to the members of the Board of Commissioners served during the fiscal year 2016.
b. Granting full power and authority to the Board of Commissioners of the Company to determine the amount of salaries and other allowances to be paid by the Company to the members of the Board of Directors of the Company for the fiscal year 2016.
In exercising the above mentioned powers and authorities:
a. Farindo Investments (Mauritius) Limited, qualitate qua (q.q.) Mr. Robert Budi Hartono and Mr. Bambang Hartono, as the majority shareholder of the Company at this time, shall take into consideration the recommendations of the Board of Commissioners, by which the Board of Commissioners shall take into consideration the recommendations of the Remuneration and Nomination Committee.
b. The Board of Commissioners shall take into account the recommendations of the Remuneration and Nomination Committee.
Realized
No Agenda 2016 AGMS Decision Realization Fourth Agenda Item II Considering the performance of the members of the Board of
Commissioners and Board of Directors of the Company who served and during the fiscal year 2015, and with regard to the Bank Indonesia Regulation No. 8/4/PBI/2006 dated January 30, 2006 on the Implementation of Good Corporate Governance for Commercial Banks following amendments juncto Article 71 paragraph 1 of Law No. 40 Year 2007 on the Limited Liability Companies, and consideration of the Board of Commissioners after taking into account the recommendation of the Remuneration and Nomination Committee, the AGMS then set a maximum of Rp270,279,803,748.00 (two hundred seventy billion two hundred seventy nine million eight hundred three thousand seven hundred forty eight Rupiah), calculated based on 1.5% of the Company’s Net Profit for the fiscal year 2015, to be paid as tantiem to members of the Board of Commissioners and Board of Directors of the Company in office during the fiscal year 2015.
In connection with the distribution of the tantiem, the AGMS hereby authorizes FARINDO INVESTMENTS (MAURITIUS) LIMITED, qualitate qua (qq) Mr. ROBERT BUDI HARTONO and Mr. BAMBANG HARTONO, as the majority shareholder in the Company, to determine the amount of tantiem to be distributed to members of the Board of Commissioners and Board of Directors serving in and during the fiscal year 2015, and determining the distribution of tantiem among the members of the Board of Commissioners and Board of Directors of the Company who served in and during the fiscal year 2015, including anything related to the payment of the tantiem.
III Resolving the authorization and power contained in point I and item II of this decision shall be effective as of the date of the proposal submitted to this event is approved by this AGMS.
IV The amount of the salary or honorarium and benefits to be paid by the Company to the members of the Board of Directors and Board of Commissioners who served in and during the fiscal year 2016, as well as the amount of tantiem to be paid by the Company to members of the Board of Directors and Board of Commissioners who served in and during the fiscal year 2015, to be included in the Annual Report for fiscal year 2016.
Result of the vote calculation:
Agree Disagree Abstain
20,489,315,203
(98.702%) 124,380,844
(0.599%) 145,158,915 (0.699%)
No Agenda 2016 AGMS Decision Realization 5. Fifth Agenda Item
Appointment of Registered Public Accountant to review the Company’s books for the fiscal year ended on December 31, 2016
I Granting power and authority to the Board of Commissioners to appoint a Registered Public Accountant Office with an international reputation (including Registered Public Accountant who is incorporated in the Registered Public Accountant Firm) who will audit the books and records of the Company for the fiscal year ended on December 31, 2016 and the amount of honorarium and other requirements concerning the appointment of Registered Public Accountant Office with international reputation (including Registered Public Accountant who is incorporated in the Registered Public Accountant Firm) by taking into account the recommendations of the Audit Committee and the prevailing laws and regulations, such as, the Capital Market regulations.
Realized The Board of Commissioners has appointed a Public Accountant Firm, Siddharta Widjaja & Partners, a member of KPMG international (including Registered Public Accountant, Kusumaningsih Angkawijaya incorporated in the Registered Public Accountant Firm) to audit the Company’s books and records for the fiscal year 2016 .
II Confirming the granting of power and authority shall be effective as of the date of proposal submitted in this event approved by the AGMS.
Result of the vote calculation
Agree Disagree Abstain
20,446,878,461
(98.497%) 269,810,116
(1.300%) 42,166,385
(0.203%)
6. Sixth Agenda Item Provision of power and authority to the Board of Directors to disburse interim/provisional dividends for the fiscal year ended on December 31, 2016.
I Granting power and authority the Board of Directors of the Company (with the approval of the Board of Commissioners), should the Company’s financial condition allows, to establish and disburse provisional/interim dividends for the fiscal year ended on December 31, 2016, provided that it complies with Article 72 of Law No. 40 Year 2007 on the Limited Liability Company. In the case of such interim dividends to be distributed, such shares shall be made prior to the end of the fiscal year 2016 to the shareholders, including determining the form, amount and method of payment of such interim dividends, without prejudice to the approval of authorities and prevailing laws and regulations.
Realized The Company distributed Interim/
Temporary Dividend for the fiscal year 2016 on December 22, 2016.
II Confirming the granting of power and authority shall be effective as of the proposal submitted in this event is accepted and approved by this AGMS.
Result of the vote calculation
Agree Disagree Abstain
20,672,283,374
(99.583%) 58,081,488
(0.280%) 28,490,100
(0.137%)
11. Statement Related to Unrealized AGMS Decision