Corporate governance is an important aspect in managing the Company's day-to-day operations to support the development of better information, transparent and accountable to the Shareholders and implement best practices in the management of a trustworthy and professional.
The Company realizes the importance of the implementation of Good Corporate Governance (GCG). By implementing GCG, the Company seek to balance entrepreneurship, control the transparency, which supporting operations through efficient decision-making.
The appointment of an Independent Commissioner and the establishment of Audit Committee are both aspects of GCG implementation within the organization of the Company. In the future the Company will continue implementing GCG principles into its business activities, to increase Shareholders’ value.
Good Corporate Governance (GCG) is the key importance for the Company to rum its business. The company recognizes GCG’s important role, not only to add value to stake holders, but also to create corporate advantage in facing competition. GCG implementation is integral to its survival, as coherent to Law No. 40 year in 2007 regarding Limited liability Company, BAPEPAM-LK (OJK) regulations and GCG general guidelines are compiled in accordance with GCG parameters, which are Transparency, Accountability, Responsibility and Fairness in conducting business activity.
Duties and Liabilities of The Board of Commissioners
The Board of Commissioners consists of two members one President Commissioner and one Independent Commissioner.
The main duty of the Board of Commissioners as below :
- Every member of the Board of Commissioner should work with good faith, prudent principles, and be responsible in discharging its supervisory function and providing advices to the Board of Directors for the interest of and in accordance with the purposes and objectives of the Company.
- The Board of Commissioners should carry out its duties and responsibilities independently and should ensure the implementation of Good Corporate Governance in every business activity of the company at all levels of the organization. The board of commissioners should ensure that the board of directors has initiated follow-up action on audit findings and recommendations from internal audit unit, external auditors as well as oversight outcomes from Bapepam-LK and/or other authorities.
- In discharging its supervisory function, the Board of Commissioner shall provide direction, monitor, and evaluate the implementation of the Company`s strategic policies. But the Board of Commissioners shall not involve in any operational decisions of the Company, except in other matters as stipulated the Articles of Association and prevailing laws.
The Board of Commissioners is fully responsible for the supervision of the Company in terms of:
- Ensuring the implementation of GCG in each and every Corporate venture at all levels of organization.
- Evaluating, monitoring and directing the implementation of Company strategic policy.
- Monitoring the performance of duties and responsibilities of the Directors, as well as providing advice and guidance to the Board of Directors.
- Providing sufficient time to carry out their duties and responsibilities in an optimal way.
- Ensuring that the Board of Directors has performed a follow up on audit findings and recommendations from the company internal audit unit, external auditors, OJK and Indonesia Stock Exchange audit results, and/or findings from other related regulatory institutions.
Duties and Liabilities of The Board of Directors
The Board of Directors consists of two members one President Director and one Directors.
Each member of the board of directors must show loyalty and good intentions in the task of managing the Company for the benefit of the Company in accordance with the purposes and objectives of the Company.
The main duties and responsibilities of the Directors:
- The Directors are fully responsible for the executions of company management.
- The Directors shall manage the company in accordance with the authority and responsibilities as provided in the Articles of Association and the rules and regulations in force.
- The Directors must implement GCG principles in any business activities of the Company, applying them to all levels of the organization.
- The Directors must follow up on audit findings and recommendations of the Company`s internal audit unit, external auditors, OJK supervision results, and/or results of other authorities.
- The Directors are to represent the Company both within and outside a court of law.
Senior management, the Board of Directors and Commissioners perform his duties in a professional manner at every level without conflicts of interest.
In determining the amount of the Commissioner and the Independent Directors are proportional, the Company applies the principles of CGC. The presence of Independent Directors and Commissioners in the board of management of the company to prove that the Company is committed to protecting the interests of both the majority and minority shareholders.
To anticipate the unexpected developments, the Company's Management has decided to increase the application of CGC with reference to best practices in managing and evaluating its performance.
The Audit Committee is appointed by and responsible to the Board of Commissioners. The main duty of the Audit committee is to assist the Board of commissioners in ensuring the running and maintenance of Good Corporate Governance practices and sufficient company supervision.
The Audit Committee monitors audit plan efficiency and inspects internal audit reports, working specifically to tighten internal control in the Company. The Audit Committee also establishes a relationship with independent auditor to review business plans and to follow up on their meetings further, it provides brief reports in assessing the overall framework of the implementation of Good Corporate Governance standards.
In line with standing regulations of BAPEPAMLK (today replaced by financial services authority) and the Indonesia Stock Exchange (IDX), the Audit Committee report directly to the Board of Commissioners. The principal responsibility of the Audit Committee is to support the Board of Commissioners in performing various supervisory and evaluation duties, including evaluating and advising on ways to upgrade the quality of financial reports, monitoring operational performance of the Company and improving the effectiveness of the tasks of the internal auditor and independent auditor, while identifying any problems which might require intervention by the Board of Commissioners.
In 2013 the Audit Committee was comprised of Yugi Prayanto (Independent Commissioner), Sandrawaty Tjachjadi (member) and Haryono (member). The principal duty of the Audit Committee is to support the Board of Commissioners in performing its oversight and monitoring function of the implementation of Company operations, through internal control systems.
All the results released by the Audit Committee throughout 2013 have been delivered to the Board of Commissioners. The Audit Committee did not find any major or material matters in the 2013 annual report to bring to the attention of the Board of Commissioners.
Report of The Audit Committee
In 2013, there were 3 Audit Committee meetings, including meetings with internal auditors and the Board of Director. Each record and comprehensive minutes of meeting was conveyed to the Board of Commissioner. Each meeting focused on evaluation and assessment of the audit process, and how this related to actions taken, based on audit reports submitted by, from internal audit and public accountants.
The presence of the audit committee in the joint meeting between the Board of Commissioners and the Board of Directors grants it the right to actively participate in advising and evaluating the performance of the Board of Directors in managing the Company, and providing professional counsel on ways to improve Company performance. This function must be applied consistently, to avoid errors or misunderstandings, while accessing recommendations on various matters that require the attention of the Board of Commissioners.
The 2013 Financial report has been audited by an independent auditor Drs. Bambang Sudaryono & Partners, and checked by the Audit Committee then the results are submitted formally to the Board of Commissioners. A number of comments, questions and suggestions were made in response to this document, regarding accounting standards, the balance and financial highlights.
The Audit Committee also examined the audit reports of the Internal Audit. In some meeting discussed matters concerning internal controls and processes related to compliance audit findings and Principles of Good Corporate Governance.
Based on the audit reports mentioned above, the Committee Audit did not find anything that is material that needs to be delivered at the 2013 Annual Reports.
In accordance with provision No.IX.I.4, Attachment of the Decree of Head of BAPEPAM-LK No.Kep-63/PM/1996, dated January 17, 1996 concerning the establishment of a Corporate Secretary, as per Decree No. 001/SK/DIR/VII/2010 dated July 14, 2010, the Company has appointed Euodia Dewajanti to serve as Corporate Secretary and to exercise in full her duties as set forth in the ruling mentioned above.
This is a form of commitment of transparency toward all stakeholders. The key role of the Corporate Secretary is to serve as the conveyer of company information to the public (the Government of Indonesia, investors and the public at large), as well as providing pertinent information related to prevailing regulations of the Board of Directors. The Corporate Secretary provides information relating to condition, market developments (particularly regarding regulatory matters) and recommendations to management for better compliance and fulfillment of prevailing capital market regulations. Thus, the Corporate Secretary has three main areas of duty: Liaison officer, Compliance officer and Investor Relations Executive. The Corporate Secretary holds a pivotal position in communicating key messages to stakeholders, as crucially required by management.
Internal Audit Unit
Internal audit is a Division administered under the Directors and is able to communicate directly with the Board of commissioners in regard to matters related to company audit. The internal audit division is supervised by the Head of Internal Audit, who was appointed and later dismissed by the President Director through a recommendation of the Board of Commissioners. Duties and responsibilities of the internal audit division include: to ensure and assure that all corporate operational activities are running according to Company rules and regulations, Company policies and procedures as applied.
Through 2013, the internal audit division has carried out internal audit 2 (two) times. With aspects of audit covering corporate compliance issues related to finance, operations, and other strategic issues that affect company performance.
In carrying out its supervisory role and controlling operational, finance, and compliance activities, with the intention of conforming to regulations, regulatory laws and corporate operational standards, internal audit division regularly observes and provides feedback and suggestions for resolution of problems that arise. Here is a brief description:
- Create planning for audit execution 2 (two) times in a year: prepare for audit plan framework and audit aspects.
- Set up Standard Operating Procedure (SOP) in accordance with regulatory standards and also any applicable rules and regulations.
- Co-operation within other divisions in the company to ensure continuous internal control commitment, risk management, and implementation of Good Corporate Government.
- Ensure regular and timely reporting of audit results to Audit Committee for further review, which is then submitted to the Board of Directors for further action.
- Ensure commitment from management in implementing continuous improvement in order to comply with Good Corporate Governance.
The Internal Audit Division is headed by Valens T. Kantawiria with basic designation Directors Decree No. 002/SK/DIR/VI/2013.