CORPORATE GOVERNANCE IMPLEMENTATION

The Board of Directors are the organ of a limited liability company who are responsible for carrying out the management of the Company in accordance with the provisions of the Articles of Association and the legislation in force. Meanwhile, the Board of Commissioners is the organ of the company responsible to supervise the management policy and business activities of the Company and to provide advice to the Board of Directors as requested or when necessary in order to ensure the Company is managed in accordance with the purposes and objectives of its business. The Board of Directors and the Board of Commissioners shall, in good faith and full responsibility, carrying out its duties for the benefit of the Company.

As a state-owned enterprises whose entire shares are listed on the Stock Exchange, in order to implement the principles of good corporate governance and to meet the interests of all stakeholders, the Board of Directors and the Board of Commissioners of the company has developed a Board Manual as working guidelines for the Board of Directors and the Board of Commissioners in carrying out their duties and responsibilities for the best interest of the company.

Board Manual 

Capital Market Regulation required the company as a public listed company on the Indonesian Stock Exchange (IDX) to appoint a Corporate Secretary and provide an access to all material information about a public company that corresponds to the principles of openness and transparency of information.

The requirement to establish Corporate Secretary position also applies to the company as a state-owned enterprise as stipulated in Regulation of the Minister of State Owned Enterprises No. PER-01/MBU/2011 on the Implementation of Good Corporate Governance (GCG) in state-owned enterprises.

In the event that the position of Corporate Secretary is vacant, the Company shall appoint a replacement within a period of sixty (60) days at the maximum from the time the vacancy occurred. During the vacancy, the Corporate Secretary position will hold by a member of the Board of Directors or any person appointed as a temporary Corporate Secretary, regardless of the requirements for Corporate Secretary position.

Corporate Secretary’s qualifications

Qualifications for a Corporate Secretary is as stipulated in the Regulation of Financial Services Authority No. 35/POJK.04/2014 on Corporate Secretaries of Issuers or Public Companies.

Appointment and dismissal of the Corporate Secretary

A Corporate Secretary shall be appointed and dismissed by the President & CEO based on the internal mechanism of the Company with the approval of the Board of Commissioners (Article 29 (3) Regulation of the Minister of State Owned Enterprises No. PER-01/MBU/2011). The Corporate Secretary organization shall be established by the Director’s decree. The term of office of the Corporate Secretary shall be restricted at the maximum for 5 (five) years and can be renewed for a maximum period of 3 (three) years.

Internal Audit Charter was prepared as a basis for the internal audit unit to carry out its duties and responsibilities in a competent, independent and responsible manner as to be acceptable by all parties and in order to realize a professional and independent Internal Audit Unit that functions also as the management’s partner in the effort to achieve the vision and mission of the company.

Internal Audit Charter 

The company has three (3) Commissioner Committees, namely:

• Audit Committee;
• Business Development and Risk Monitoring Committee; and
• Remuneration and Nomination Committee.

The Commissioner Committees are established to encourage the implementation of GCG principles consistently. The commissioner committees shall perform their duties and responsibilities professionally and independently in accordance with the applicable provisions in order to assist the Board of Commissioners to perform its oversight duties and functions over the accounting and financial reporting processes, audit implementation, internal control, and to ensure the implementation of Corporate Governance principles by the Board of Directors and all stakeholders for the achievement of sustainability of the company as well as to give advice and recommendations to the Board of Commissioners in terms of the company's business development and risk management and remuneration and nomination for the Board of Commissioners and Board of Directors.

Audit Committee Charter

Charter of the Business Development and Risk Monitoring Committee

Appointment and dismissal of members of the Committee

As a state-owned enterprise, the criteria of appointment of the Audit Committee, Business Development and Risk Monitoring Committee and Remuneration and Nomination Committee shall refer to Regulation of the Minister of State Owned Enterprises No. PER-12/MBU/2012 on Supporting Organ of the Board of Commissioners/Supervisory Board of State Owned Enterprises. In addition, specifically to the Audit Committee, the Company as a public company is also required to comply with the provisions of The Financial Services Authority Regulation No. 55/POJK.04/2015 on Establishment and Implementation Guidance of the Audit Committee’s Works and for the Nomination and Remuneration Committee to comply with the provisions of the Financial Services Authority Regulation No. 34 /POJK.04/2014 on the Nomination and Remuneration Committee of Issuers or Public Companies.