Purpose of the Code 2
Each member of the Board of Commissioners and the Board of Directors and the employees of a company is forbidden to use anything in his/. Members of the Board of Commissioners and the Board of Directors appointed in the General Meeting of Shareholders will consist of individuals who are suitable and appropriate for the company. The conduct of the General Meeting of Shareholders is the responsibility of the Board of Directors.
Each of the members of the board of commissioners, including the chairman, has an equal position. The board of directors, as a corporate body, must function and be collegially responsible for the company's management. However, each board member's performance of tasks remains a collective responsibility.
The position of each respective member of the Board of Directors including the President Director is equal. The members of the Board of Directors are appointed and dismissed by the General Assembly of Shareholders through a transparent process. The Board of Directors will be able to manage the company's resources effectively and efficiently;.
A report on the performance of the duties of the corporate secretary is also submitted to the board of directors. In maintaining the sustainability of the company, the board of directors will be able to ensure the fulfillment of the company's social responsibility;
ENSURING THE BASIS FOR AN EFFECTIVE
Role of Regulatory, Supervisory and Enforcement Authorities 3
Role of Market Participants 4
Role of the Public 4
Members of the board are prohibited from using the company for their personal, family, business group and or other parties'. The board must establish and implement sound risk management in the company that covers all aspects of the company's activities.
GOOD CORPORATE GOVERNANCE GENERAL PRINCIPLES 5
Transparency 5
Accountability 5
Responsibility 6
Independency 6
Fairness 7
BUSINESS ETHICS AND CODE OF CONDUCT 8
Company Values 8
Therefore, before formulating the company values, it is necessary for the company to formulate its vision and mission. Although the company values are basically universal, the formulation must take into account each respective business sector and character as well as the geographical location of a company.
Business Ethics 8
Code of Conduct 8
Approval of the report submitted by the board and the board must take into account the quality of the report that relates to GCG. Formerly associated board members and commissioners as well as the company's employees must be considered associated for a certain period;. Members of the board of commissioners must understand and comply with the articles of association and laws and regulations in connection with their duties.
The responsibility of the Board of Commissioners to the General Meeting of Shareholders is a manifestation of the responsibility of supervision over the management of the company in the light of the application of the principles of GCG. The members of the Board of Directors shall have the ability and integrity required to ensure the proper execution of the management function. The members of the Board of Directors are prohibited from using the company for his/her personal, family, business group and/or other parties".
The members of the board of directors understand and follow the statute and the laws and regulations related to their duties;.
ORGANS OF THE COMPANY 11
General Meeting of Shareholders 11
The General Meeting of Shareholders is a body of a company that facilitates shareholders in making important decisions about their investment in a company, by complying with provisions in the articles of association and the regulations. Decisions made in the General Meeting of Shareholders must be based on the long-term interests of a company. For a company with an Appointment and Remuneration Committee, the advice of the committee issued by the Supervisory Board to those who have the right to the candidates for the General Meeting of Shareholders.
In circumstances where the company contract and/or laws and regulations require a decision by the shareholders' meeting regarding certain matters related to the company's operations, any decision taken must take into account the true interests of the stakeholders;. The general meeting of shareholders is held in accordance with the interests of the company, taking into account the articles of association and laws and other regulations, and with appropriate preparation that enables valid decision-making. For this purpose, the board of directors will properly prepare and lead the general meeting, taking into account points 1 and 2 above.
In the event that the board of directors is unable to conduct the shareholders' meeting, the board of directors or the shareholders shall convene the shareholders' meeting in accordance with laws and other regulations and the articles of association;
Board of Commissioners and Board of Directors 12
Board of Commissioners 13
- Composition, Appointment and Termination 14
- Capability and Integrity 14
- Role and Function 15
- Committees 15
- Accountability Report of the Board of Commissioners 17
Related means having a business and family relationship with the controlling shareholders, members of the Board of Directors and other members of the Board of Commissioners and with the company itself. The members of the Board of Commissioners shall have the ability and integrity required to ensure that the supervisory and advisory function can be properly performed. The Nominations and Remuneration Committee will function to assist the Board of Commissioners in determining the selection criteria for candidates for members of the Board of Commissioners and the Board of Directors, as well as the remuneration system;
The Nomination and Remuneration Committee will function to assist the Board of Commissioners with the preparation of the candidates of the members of the Board of Commissioners and the Board of Directors and to propose the amount of their remuneration. The existence of the Nomination and Remuneration Committee and its working system will be reported to the General Meeting of Shareholders. Members of the Risk Policy Committee consist of members of the Board of Commissioners, but, if necessary, professionals from outside the company may be appointed.
Members of the Corporate Management Committee will consist of the members of the Board of Commissioners, but, if necessary, professionals may be appointed from outside the company;.
Board of Directors 17
- Composition, Appointment and Termination 18
- Capability and Integrity 18
- Role and Function 18
- Management 18
- Risk Management 19
- Internal Control 19
- Public Relations 19
- Social Responsibility 20
- Accountability Report of the Board of Directors 20
Termination of the members of the Board of Directors will be affected by the General Meeting of Shareholders for a reasonable reason and after the related member has been given the opportunity to defend himself or herself;. All members of the Board of Directors shall be domiciled in Indonesia, in a location that allows the performance of the daily management function. The duties of the Board will cover 5 (five) main tasks, namely in the areas of management, risk management, internal control, communication and social responsibility.
The responsibility of the Board of Directors to the General Meeting of Shareholders is a manifestation of management accountability in light of the application of GCG principles. Shareholders' rights are protected and exercised in accordance with laws and regulations and the company's charter. Shareholders, as owners of the share capital, are responsible for complying with legal regulations and the company's charter.
A statement on the implementation of GCG and the report thereof will be part of the company's annual report.
RIGHTS AND ROLE OF SHAREHOLDERS 21
Rights of Shareholders and Key Ownership Function 21
The information is provided to all shareholders, regardless of the type and classification of shares they hold; Stakeholders – other than shareholders – are those who have an interest in a company and are directly affected by the company's strategic and operational decisions, including employees, resource providers and communities, especially in which the company operates. A company must have rules and regulations that clearly govern the recruitment system and the rights and obligations of the employees;
Employees have the right to report any violation of business ethics and the code of conduct, as well as any violation of laws and regulations that. The statement is accompanied by a report on the structure and mechanism of the work of the company's bodies and other important information relevant to the implementation of GCG. This declaration is necessary so that shareholders and other interested parties, including the regulator, can assess the extent of application of the GCG Code in the company.
The statement and its report can be used simultaneously to meet the reporting requirements of the relevant authorities.
Responsibility of Company against Shareholders 22
THE RIGHTS AND ROLE OF OTHER STAKEHOLDERS 23
Employees 23
A company must ensure that its employees may not use the company's name, facility or business relationship with external parties for their personal interests. Employees and trade unions in the company have the right to express their opinions and recommendations regarding the working environment and employees. Resource suppliers shall include suppliers, distributors, creditors, debtors and any other party doing business with the company.
Resource Providers have the right to obtain all information relevant to their business relationship with the Company so that each party can make decisions based on fair and equitable consideration; A company is responsible for the negative impact that may result from its business activities on the communities and environment in which the company operates. Accordingly, the company will pass on any information to the communities that may be affected by the activities of such company.
The report on the structure and work mechanism of the company's bodies must contain the following: the structure and work mechanism of the Board of Commissioners covering: the names of the members of the Board of Commissioners, including their qualifications, regardless of whether the member serves as an Independent Commissioner or a non-Commissioner; the number of meetings held by the Board of Commissioners and the individual participation of each member of the Board of Commissioners in the meeting; the mechanism and criteria used for self-evaluation regarding the performance of each member of the Board of Commissioners; development of committees supporting the Board of Commissioners including:. i) the names of the members of the relevant commissions; (ii) description of the function and work mechanism of the respective commissions; (iii) the number of meetings held by the relevant committees and the individual participation of each member; and (iv) the mechanism and criteria used for evaluating the commission's performance. Therefore, it is necessary to have a practical guideline that will be used as a reference by the company in the implementation of GCG. For the effective implementation of GCG, all parties within the company must participate along with the process.
Resource Providers 24
Users of Product and Services 24
