Garuda Indonesia

Disclosure and Transparency Policy

The culture of Garuda Indonesia emphasizes the importance of fairness and respect for other parties. Our capability to run an efficient business in the Indonesian and international market needs consistent and professional communication. 

Therefore, in communicating with related shareholders and stakeholders, the Company is determined to implement fair disclosure of information in an equitable and transparent manner. Any communication activity with external parties is conducted and coordinated by the Corporate Secretary
Access of Information 
Access of Information and data of the Company to the public are provided via various communication media, including the Company website http:// www.garuda-indonesia.com, Annual Reports, Press Conferences, Press Releases, meetings that are implemented periodically between Garuda Indonesia management and the Editors Club; visits by Garuda Indonesia management to segments of the media to update information on the Company, the Garuda In-flight Magazine, exhibitions of products and services and/or corporate information; visits by media and other related institutions or communities that have expressed interest in Garuda Indonesia; opinion hearings conducted by the Legislative Assembly of the Republic of Indonesia and organizing seminars with speakers from Garuda’s management.
Corporate Secretary 
The Corporate Secretary Unit has the important role of ensuring transparency in dealings with the public and external parties. For this purpose, the Corporate Secretary Unit is responsible for coordinating the handling of the communication media, either electronic or in print medium, to ensure integrity of the data and maintain corporate credibility in relation to the information being released to the public. 
In the Company’s organizational structure, the Corporate Secretary Unit is directly responsible to the President Director and is tasked with handling public and internal relations as well as handling the corporate data. Pujobroto has been appointed as the Company’s Corporate Secretary since 2007. His profile is in the Company Data chapter in this Annual Report
In 2007, in line with an organizational restructuring , the management of Garuda Indonesia Indonesia merged the Corporate Communication Unit with The Corporate Secretary Unit.
Significant Cases Faced by The Company 
From time to time, the Company is involved in various legal actions or lawsuits from the third parties, in connection with the Company operations and/or business. 
In 2008, significant cases faced by the Company were, among others, as follows: 
 
No legal proceedings are currently faced, by the Company which, if ruled against the Company, may render a material effect of the financial condition and business continuity of the Company. 
General Principles of Business Ethics (Code of Conduct) 
In conducting business activities of the Company, all employees maintain the following principles: 
Equality and respect to all human beings: both the Company and its employees will treat all individuals in accordance with basic human dignity and in accordance with applicable norms in airline industry and professions. 
Fair competition: both the Company and its employees will strive for a fair competition based upon the capability to perform, not upon unhealthy competition.
Conflict of interest: the company does not allow any decision making, especially decisions that can directly affect the attainment of Company Key Performance Indicators, to be influenced by the personal interests of members of the Board of Commissioners, Board of Directors, key employees and employees, either work related among employees or in connection with external parties outside the Company. 
Criminal involvement and indecent action: the Company will not tolerate any action that is deemed a criminal act
The principles of business ethics were further strengthened with the implementation of a new corporate culture in 2007. The cultural transformation instilled five (5) core values. The values consist of Efficiency & effectiveness, Loyalty, Customer centricity, Honesty & openness and Integrity. Through the FLY-HI concept, the Company intends refocus the culture from supportive and rule oriented to goal oriented and innovative. 
Socialization of GCG Awareness 
In an attempt to improve awareness of Corporate Governance and its implementation in the Company, socialization on matters concerning Corporate Governance is regularly conducted. This will be in the form of articles that will be issued to all Company contact email addresses and will also be published on the Company internal electronic media. 
Compliance 
Compliance with all internal and external conditions and the applicable laws is an important consideration for the Company in this era of transformation. Therefore the Company ensures that it is fully aware of and complies with all pertaining laws and regulations, including revisions and/or newly legislated/enacted. 
One of the efforts in ensuring Company compliance was to carry out an audit on the Compliance with the Laws and Internal Audit of Garuda Indonesia for the 2008 fiscal year by a Public Accountant Firm, AAJ & Mawar, which is also the Company Independent Auditor
GCG Assessment Result 
The initial step taken by Garuda Indonesia was to have a team from BPKP identify areas of proposed improvement for 2008. This was meant to assess whether the recommended adjustments for the implementation of the GCG were “best practice”. 
Overall Garuda Indonesia obtained a score of 80.44 a score which falls in the “good” category. Aspects that were measured in the assessment process were: 1) Shareholders, 2) Commissioners, 3) Board of Directors, 4) Internal Audit Unit (SPI), 5) Corporate Secretary and 6) Commitment. 
The following table contain the details of the scores and weightings for each aspect that was measured:

The culture of Garuda Indonesia emphasizes the importance of fairness and respect for other parties. Our capability to run an efficient business in the Indonesian and international market needs consistent and professional communication.

Therefore, in communicating with related shareholders and stakeholders, the Company is determined to implement fair disclosure of information in an equitable and transparent manner. Any communication activity with external parties is conducted and coordinated by the Corporate Secretary

Access of Information 

Access of Information and data of the Company to the public are provided via various communication media, including the Company website http://www.garuda-indonesia.com , Annual Reports, Press Conferences, Press Releases, meetings that are implemented periodically between Garuda Indonesia management and the Editors Club; visits by Garuda Indonesia management to segments of the media to update information on the Company, the Garuda In-flight Magazine, exhibitions of products and services and/or corporate information; visits by media and other related institutions or communities that have expressed interest in Garuda Indonesia; opinion hearings conducted by the Legislative Assembly of the Republic of Indonesia and organizing seminars with speakers from Garuda’s management.

Corporate Secretary 

The Corporate Secretary Unit has the important role of ensuring transparency in dealings with the public and external parties. For this purpose, the Corporate Secretary Unit is responsible for coordinating the handling of the communication media, either electronic or in print medium, to ensure integrity of the data and maintain corporate credibility in relation to the information being released to the public. 

In the Company’s organizational structure, the Corporate Secretary Unit is directly responsible to the President Director and is tasked with handling public and internal relations as well as handling the corporate data. Pujobroto has been appointed as the Company’s Corporate Secretary since 2007. His profile is in the Company Data chapter in this Annual Report

In 2007, in line with an organizational restructuring , the management of Garuda Indonesia Indonesia merged the Corporate Communication Unit with The Corporate Secretary Unit.

Significant Cases Faced by The Company 

From time to time, the Company is involved in various legal actions or lawsuits from the third parties, in connection with the Company operations and/or business. 

In 2008, significant cases faced by the Company were, among others, as follows:  

No Case No. Type & Ammount Subject Position Case Status
1 No.02/Pdt.G/2006/ PN.JKT.PST US$2.811.111 Cancellation Of Agreement Defendant Appeal

2 No.277/Pdt.G/2006/ PN.JKT.PST a. Imateriil/ un-material Rp. 40.000.000
b. Materiil/ material Rp. 624.209.900
Passengers' Death Defendant Appeal
3 No.277/Pdt.G/2006/ PN.JKT.PST a. Guarantee money (incl. interests)
Rp. 500.000.000
b. Cost to install & uninstall
Rp. 1.000.000.000
c. Expected profit US$ 1.380.000
Cancellation of Agreemen Defendan Appeal
4 No.54/PATEN/2006/ PN.NIAGA Cancellation of Patent The Use of Online Payment System Plaintiff Case Closed

No legal proceedings are currently faced, by the Company which, if ruled against the Company, may render a material effect of the financial condition and business continuity of the Company. 

General Principles of Business Ethics (Code of Conduct) 

In conducting business activities of the Company, all employees maintain the following principles:

Equality and respect to all human beings: both the Company and its employees will treat all individuals in accordance with basic human dignity and in accordance with applicable norms in airline industry and professions. 

Fair competition: both the Company and its employees will strive for a fair competition based upon the capability to perform, not upon unhealthy competition.

Conflict of interest: the company does not allow any decision making, especially decisions that can directly affect the attainment of Company Key Performance Indicators, to be influenced by the personal interests of members of the Board of Commissioners, Board of Directors, key employees and employees, either work related among employees or in connection with external parties outside the Company. 

Criminal involvement and indecent action: the Company will not tolerate any action that is deemed a criminal act

The principles of business ethics were further strengthened with the implementation of a new corporate culture in 2007. The cultural transformation instilled five (5) core values. The values consist of Efficiency & effectiveness, Loyalty, Customer centricity, Honesty & openness and Integrity. Through the FLY-HI concept, the Company intends refocus the culture from supportive and rule oriented to goal oriented and innovative. 

Socialization of GCG Awareness 

In an attempt to improve awareness of Corporate Governance and its implementation in the Company, socialization on matters concerning Corporate Governance is regularly conducted. This will be in the form of articles that will be issued to all Company contact email addresses and will also be published on the Company internal electronic media. 

Compliance

Compliance with all internal and external conditions and the applicable laws is an important consideration for the Company in this era of transformation. Therefore the Company ensures that it is fully aware of and complies with all pertaining laws and regulations, including revisions and/or newly legislated/enacted. 

One of the efforts in ensuring Company compliance was to carry out an audit on the Compliance with the Laws and Internal Audit of Garuda Indonesia for the 2008 fiscal year by a Public Accountant Firm, AAJ & Mawar, which is also the Company Independent Auditor

GCG Assessment Result 

The initial step taken by Garuda Indonesia was to have a team from BPKP identify areas of proposed improvement for 2008. This was meant to assess whether the recommended adjustments for the implementation of the GCG were “best practice”.

Overall Garuda Indonesia obtained a score of 80.44 a score which falls in the “good” category. Aspects that were measured in the assessment process were: 1) Shareholders, 2) Commissioners, 3) Board of Directors, 4) Internal Audit Unit (SPI), 5) Corporate Secretary and 6) Commitment.

The following table contain the details of the scores and weightings for each aspect that was measured:

Results of GCG Assessment on PT Garuda Indonesia (Persero) 2008 

No
Assessment Aspect/GCG Indicator
Indicator Weight
Attained Score
%
1 Shareholders Rights and Obligations
9
6,92
71,70
2 GCG Policies
8
7,34
91,78
3 GCG Implementation
 
   
  a. Board of Commisioners (BoC)
27
20,25
75,00
  b. Committees under BoC
6
5,18
86,33
  c. Board of Directors (BoD)
27
23,12
85,63
  d. Internal Control Unit (SPI)
3
2,22
73,98
  e. Corporate Secretary
3
3,00
100,00
4 Information Disclosure
7
6,59
94,08
5 Commitmen
10
5,83
58,29
  Total
100
80,44
80,44

The result of the assessment is expected to provide an important input and assist in the decision making process on how to improve and optimize the future implementation of GCG. 

Audit Committee Report

The following are the implementation reports of the audit committee activities in 2008. 

In general we can state that the implementation of the Audit Committee in 2008 was carried out in accordance with the function of the Audit Committee which is to assist the Board of Commissioners in the monitoring function related to the financial report, any internal or external audit processes and internal control of the company. 

A. Basis of Assignment 

The Decree of the Board of Commissioners of PT Garuda Indonesia (Persero) No. JKTDU/ SKPE/5054/07 of 25 October 2007 on the Appointment of the Chairman & Members of the Audit Committee and the Improvement of the Audit Committee Charter of PT Garuda Indonesia (Persero). 

B. Reporting Period 

The reporting period is 1 (one) year, which is from January to December 2008. 

C. Meeting Frequency 

In accordance with the Audit Committee Charter of PT Garuda Indonesia (Persero), the Audit Committee held routine meetings with the Internal Audit Unit (SPI) of PT Garuda Indonesia at least once a month. In addition, the Audit Committee either held or attended other meetings, including meetings with Company internal work units or with the Board of Commissioners and the Board of Directors of PT Garuda Indonesia. 

During 2008 the audit committee held fifteen (15) meetings, both the internal SPI meetings or meetings with an internal work unit of PT Garuda Indonesia with the following attendance list:    

Name
Attendance
Notes
Adi R. Adiwoso
14
Audit Commitee Chairman
Ahmadi Hadibroto
4
Resigned effective 31 October 2008
Sally Salamah
2
Resigned effective 31 Maret 2008
Farida Astuti
11
Appointed as Audit Commitee member effective 1 April 2008
Etty Retno Wulandari
2
Appointed as Audit Commitee member effective 1 December 2008

In addition to the above meetings the Audit Committee also attended several meetings with the Board of Commissioners.

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