PART A: RIGHTS OF SHAREHOLDERS
| No. | Questions | Implementation | Evidence/Source Document |
| A.1 | Basic Shareholder Rights | ||
| A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? |
Indocement distributed payment for final dividend for the Financial Year 2022 on 8 June 2023 (within 22 days after the Annual General Meeting of Shareholders (AGMS), on time as the resolution of the second agenda of AGMS for Financial Year 2022. |
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| A.2 | Right to participate in decisions concerning fundamental corporate changes | ||
| Do shareholders have the right to participate in : | |||
| A.2.1 | Amendments to the company's constitution? |
As set forth in the Company’s Articles of Association Article 21 paragraph (1): Amendment to the Articles of Association shall be determined by the General Meeting of Shareholders (GMS) |
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| A.2.2 | The authorization of additional shares? |
As set forth in the Company’s Articles of Association in Article 4 Paragraph (7): The addition to the authorized capital of the Company may only be made based on the resolution of the Annual GMS. |
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| A.2.3 | The transfer of all or substantially all assets, which in effect results in the sale of the company? |
As set forth in the Company’s Articles of Association in Article 14 Paragraph (4): The addition to the authorized capital of the Company may only be made based on the resolution of the Annual GMS. |
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| A.3 | Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures that govern general shareholder meetings | ||
| A.3.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefits-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
The fifth agenda of the Company’s Annual GMS for the Financial Year 2022 is Determination of the salary and other allowances for the Board of Directors and honorarium for the Board of Commissioners of the Company. |
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| A.3.2 | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
As stated on the Notice to shareholders, shareholder in compliance with article 10 paragraph 6 of the Company's Articles of Association juncto POJK number 15, the shareholders can propose the agenda, including the candidate of the Board of Directors and Board of Commissioner. |
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| A.3.3 | Does the company allow shareholders to elect directors/commissioners individually? |
As set forth in the Company’s Articles of Association in Article 12 Paragraph (5): Voting on a person shall be conducted by sealed and and unsigned ballots, and on other matters by verbal, unless the chairman of GMS decidec otherwise without any objection from one or more shareholders jointly representing at lease 10% of total shares already qualified to vote. It is mean that the shareholders who attend the GMS entitled to elect directors/commissioners individually. |
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| A.3.4 | Does the company disclose the voting procedures used before the start of meeting |
Before the Meeting commences, the rules of GMS are distributed to the shareholders and/or the proxies, and read by the master of the ceremony of GMS. |
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| A.3.5 | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? |
Minutes of GMS record the questions and answer during the conducting of GMS. |
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| A.3.6 | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? |
Publication of the resolution of the GMS and Minutes of GMS stated the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item. |
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| A.3.7 | Does the company disclose the list of board members who attended the most recent AGM? |
Publication of the resolution of the GMS and Minutes of GMS stated the list of board members who attended the Annual GMS. |
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| A.3.8 | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? |
Publication of the resolution of the GMS and Minutes of GMS stated the list of board members who attended the Annual GMS. |
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| A.3.9 | Does the company allow voting in absentia? |
As forth in invitation of AGMS for financial year 2022: Shareholders who are unable to attend the Meeting can be represented by their proxies in the Meeting by presenting the Power of Attorney provided that the members of the Board of Commissioners, the Board of Directors and the employees of the Company may act as proxies of the Shareholders in the Meeting, however any vote issued by them as proxies in the Meeting will not be counted in the ballot. |
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| A.3.10 | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
The voting in each agenda of the Meeting is conducted by giving a ballot, of which those shareholders and/or proxies who are casting votes to DISAGREE and/or ABSTAIN, are permitted to raise their hands and submit to the officer the ballot paper that they have filled in. Those who do not submit their ballot will be deemed agree. and for Shareholders who use the eASY.KSEI system can cast their votes according to the terms and conditions of the eASY.KSEI system. |
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| A.3.11 | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
In the AGMS for the Financial Year 2022, The Company has appointed the independent party namely :
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| A.3.12 | Does the company make publicity available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
Publication of the resolution of GMS publish on Company's website and IDX Website by the next working day of the GMS. |
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| A.3.13 | Does the company provide at least 21 days notice for all AGMs and EGMs? |
Publication of the Invitation to Shareholders to attend the GMS publish within 21 days prior the meeting without counting the date of the Invitation and the date of the GMS. |
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| A.3.14 | Does the company provide the rationale and explanations for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
Explanation for each agenda of the Meeting has been published on the invitation to shareholders. |
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| A.3.15 | Does the company give the opportunity for shareholders to place item/s on the agenda of AGM? |
As stated on the Notice to shareholders, shareholder in compliance with article 11 paragraph 5 of the Company's Articles of Association juncto POJK number 32/2017 juncto POJK number 15/2020, the shareholders can propose the agenda. |
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| A.4 | Markets for corporate control should be allowed to function in an efficient and transparent manner | ||
| A.4.1 | In cases of mergers, acquisitions and/or takeovers requiring shareholders’ approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? |
Obligated by prevailing laws and regulations In Financial Year 2022 the Company not conducted mergers, acquisitions and/or takeovers requiring shareholders' approval. |
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| A.5 | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated | ||
| A.5.1 | Does the company publicy disclose policy/practice to encourage shareholders including institusional shareholders to attend the general meetings or engagement with the company? |
As set forth in invitation of AGMS for financial year 2022. |
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PART B: EQUITABLE TREATMENT OF SHAREHOLDERS
| No. | Questions | Implementation | Evidence/Source Document |
| B.1 |
Shares and voting rights |
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| B.1.1 |
Does the company’s ordinary or common shares have one vote for one share? |
As set forth in the Company’s Articles of Association, Article 12 paragraph 8 concerning Quorum, Voting Right and Resolution in GMS which stated that in GMS, each share entitles the owner to cast 1 (one) vote. |
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| B.1.2 |
Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? |
As stated on Article 5 paragraph (1) Article of Association of the Company concerning Shares, all shares issued by the Company shall be registered shares. |
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| B.2 |
Notice of AGM |
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| B.2.1 |
Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? |
In the AGMS for the Financial Year 2022, each resolution deal with only one item as stated on the advertisement of Notice to Shareholders and Minutes of AGMS. |
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| B.2.2 |
Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local- language version? |
In the AGMS for the Financial Year 2022 announcement and invitation of the AGMS has been fully translated into English and published on the same date as the Indonsian version: a. The announcement of the AGMS was published through IDX Website and on Company's website, all of which were published on 3 April 2023; b. The invitation of the AGMS was published through IDX Website and on Company's website, all of which were published on 18 April 2023. |
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| B.2.3 |
Are the profiles of directors/commissioners (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re- election included? |
Profiles of candidate member of the Board of Directors and Board of Commissioners was published at Company's website in the same day with the Invitation to Shareholders to attend the AGMS - 18 April 2023 |
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| B.2.4 |
Are the auditors seeking appointment/ re-appointment clearly identified? |
The appointed/reappointed external auditor has been explained in the implementation of the GMS on 17 May 2023, but not the identity of External Auditor. |
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| B.2.5 |
Were the proxy documents made easily available? |
Proxy documents both in Indonesia or English can be downloaded on the Company's Website |
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| B.3 |
Insider trading and abusive self-dealing should be prohibited |
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| B.3.1 |
Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? |
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| B.3.2 |
Are the directors and commissioners required to report their dealings in company shares within 3 business days? |
Charter of the Board of Commissioners and charter of the Board of Directors stated that the Board of Directors and Board of Commissioners obliged to report to the Company regarding the shares owned by the respective member of Board of Directors and Board of Commissioners and/or their relatives in the Company. The charter also stated that the Board of Directors and Board of Commissioners commits to complying with the laws and regulations. |
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| B.4 |
Related-party transactions (RPTs) by directors and key executives |
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| B.4.1 |
Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest? |
Indocement's code of conduct 2.2.4 (10) and Charter of the BOD and BOC concerning conflicts of interest have a statement about policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest. |
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| B.4.2 |
Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? |
In the Company's Article of Assosiation Paragraph 14 Point 5 regulate to conduct conflict of interest transaction, BOD shall fullfil the regulation of OJK, where one of them is regarding statement of BOD and BOC. |
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| B.4.3 |
Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
In the Company's Article of Assosiation Paragraph 14 Poin 6 regulate if a member of BOD or BOCabstain from participating in the board discussion they shall be represented by another member of BOD or BOC |
Company's Article of Assosiation |
| B.4.4 |
Does the company have policies on loans to directors/commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? |
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| B.5 |
Protecting minority shareholders from abusive actions |
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| B.5.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? | The information of materials transaction stated in Financial Report and Annual Report 2022 |
Consolidation Financial Statement and Annual Report 2022 |
| B.5.2 | In case of related party transactions requiring shareholders’ approval, is the decision made by disinterested shareholders? |
In the event that the Company conducts a transaction with a conflict of interest that requires the approval of an independent shareholder, the Company will conduct an Extraordinary GMS to obtain the approval of the independent shareholders, as stated in Article 14 paragraph 13 of the Company's Articles of Association. |
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PART C: ROLE OF STAKEHOLDERS
| No. | Questions | Implementation | Evidence/Source Document |
| C.1 |
The rights of stakeholders that are established by law or through mutual agreements are to be respected Does the company disclose a policy and practices that address: |
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| C.1.1 | The existence and scope of the company’s efforts to address customers’ welfare? | Indocement's Code of Conduct stated that the Company has a commitment to address costumers' welfare. |
Indocement's Code of Conduct |
| C.1.2 | Supplier/contractor selection procedures? |
Indocement's Vendor Code of Conduct stated that the Company has a procedures to select the supplier/contractor |
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| C.1.3 | The company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
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| C.1.4 | The company’s efforts to interact with the communities in which they operate? |
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| C.1.5 | The company’s anti-corruption programs and procedures? |
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| C.1.6 | How creditor’s rights are safeguarded? | All creditor's rights stated on contract between Company and the creditors |
All contract between Company and Creditors (Confidential Document) |
| C.1.7 | Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? |
the Company have separate report/section that discusses its effort on environment/economy and social issues on the Sustainability Report 2022 and Indocement's Website. |
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| C.2 | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights | ||
| C.2.1 | Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
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| C.3 | Mechanisms for employee participation should be permitted to develop | ||
| C.3.1 | Does the company explicitly disclose the policies and practices on health, safety, and welfare policy for its employees? | The Company explicitly disclose the policies and practices on health, safety, and welfare policy for its employees on the Annual Report 2022 and Indocement's Website - |
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| C.3.2 | Does the company explicitly disclose the policies and practices on training and development programs for its employees? | The Company explicitly disclose the policies and practices on training and development programs for its employees on the Annual Report 2022 and Indocement's Website |
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| C.3.3 | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? |
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| C.4 |
Stakeholders including individual employee and their representative bodies should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this |
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| C.4.1 | Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders alleged concerning illegal and unethical behavior and provide contact details via the company’s website or annual report | The Company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders alleged concerning illegal and unethical behavior and provide contact details via the company’s website or annual report. |
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| C.4.2 | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behavior from retaliation? |
The Company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behavior from retaliation |
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PART D: DISCLOSURE AND TRANSPARENCY
| No. | Questions | Implementation | Evidence/Source Document |
| D.1 | Transparent ownership structure Transparansi Struktur Kepemilikan | ||
| D.1.1 | Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
The information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more stated on Annual Report 2022 |
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| D.1.2 | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Apakah perusahaan mengungkapkan kepemilikan saham langsung dan tidak langsung dari pemegang saham utama dan/atau substansial? |
The Company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders stated on Annual Report 2022 |
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| D.1.3 | Does the company disclose the direct and indirect (deemed) shareholdings of directors/commissioners? Apakah perusahaan mengungkapkan kepemilikan langsung dan tidak langsung dari direksi/komisaris? |
The Company disclose the direct and indirect (deemed) shareholdings of directors/commissioners tated on Annual Report 2022 |
Annual Report 2022 (page 120) |
| D.1.4 | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
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| D.1.5 | Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/vehicles (SPEs)/(SPVs)? |
The Company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs) stated on Annual Report 2022 |
Annual Report 2022 (page 123-129) |
| D.2 | Quality of Annual Report Kualitas Laporan Tahunan Does the company’s annual report disclose the following items: | ||
| D.2.1 | Corporate objectives |
Corporate Objectives reflected on the purpose, vission and mission of the Company stated in Annual Report 2022 |
Annual Report 2022 (page 8) |
| D.2.2 | Financial performance indicators |
Company have the Financial performance indicators stated on Annual Report 2022 |
Annual Report 2022 (page 28-30, 170-195) |
| D.2.3 | Non-financial performance indicators |
Company have the Non-Financial performance indicators stated on Annual Report 2022 |
Annual Report 2022 (page 31-33, 156-169) |
| D.2.4 | Dividend policy | The Company has dividend policy as stated on the Article 20 of Article of Association of the Company regulate concerning net income application and interim dividend distribution. |
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| D.2.5 | Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners |
Company have the Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners stated on Annual Report 2022 |
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| D.2.6 | Attendance details of each director/commissioner in all Number of board of directors/commissioners meetings held during the year |
Company have the Attendance details of each director/commissioner in all Number of board of directors/commissioners meetings held during the year stated on the Annual Report 2022 |
Annual Report 2022 (page 241-242, 255-257) |
| D.2.7 | Total remuneration of each member of the board of directors/commissioners |
Company has published the total remuneration of the BOD dan BOC on the Annual report 2022 |
Annual Report 2022 (page 296) |
| Corporate Governance Confirmation Statement | |||
| D.2.8 | Does the annual report contain a statement confirming the company’s compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? |
Company has a statement confirming the company’s compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue stated on the Annual Report 2022 |
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| D.3 | Disclosure of related-party transactions (RPT) | ||
| D.3.1 | Does the company disclose its policy covering the review and approval of material/significant RPTs? |
In the Company's Article of Assosiation Pargraph 14 Point 5 regulate to conduct conflict of interest transaction, BOD shall fullfil the regulation of OJK , where one of them is regarding statement of BOD and BOC. Otherwise, review and approval also conducted by independent parties as determine by OJK regulation. |
Articles of Association of the Company |
| D.3.2 | Does the company disclose the name, relationship, nature and value for each material RPTs? |
Company disclose the name, relationship, nature and value for each material RPTs stated on Annual Report 2022. |
Annual Report 2022 (page 187-188) |
| D.4 | Directors and Commissioners dealings in shares of the company | ||
| D.4.1 | Does the company disclose trading in the company's shares by insiders? | ||
| D.5 |
External auditor and audit report Where the same audit firm is engaged for both audit and non-audit services |
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| D.5.1 | Are the audit and non-audit fees disclosed? | Company disclosed the audit and non-audit fees in Annual Report 2022 |
Annual Report 2022 (page 133) |
| D.5.2 | Does the non-audit fee exceed the audit fees? | Company disclosed the audit and non-audit fees in Annual Report 2022 |
Annual Report 2022 (pagel 133) |
| D.6 |
Methods of communication Does the company use the following modes of communication? |
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| D.6.1 | Quarterly reporting | as stated on Quarterly financial report which also publish on Indocement Website |
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| D.6.2 | Company website | https://www.indocement.co.id/ |
Indocement's Website |
| D.6.3 | Analysts' briefings |
Materi of Analysts' briefing publish on Indocement Website and Indocement's Website and Annual Report 2022 |
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| D.6.4 | Media briefings /press conferences | Media briefings /press conferences publish on Indocement Website and Annual Report 2022 |
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| D.7 | Timely filing/release of annual/financial reports | ||
| D.7.1 | Are the audited annual financial report/statement released within 120 days of the financial year end? |
Annual Financial Statement (Audited) for financial year 2022 has been submit to OJK and BEI on 27 March 2023. |
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| D.7.2 | Is the annual report released within 120 days from the financial year end? | Annual Report of the Company Released on 18 April 2023 --> Based on OJK letter No. 045/ITP- CLCC/IV/2023 |
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| D.7.3 | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? |
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| D.8 |
Corporate website Does the company have a website disclosing up-to-date information on the following: |
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| D.8.1 | Financial statements/reports (latest quarterly) |
Indocement Website |
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| D.8.2 | Materials provided in briefings to analysts and media |
Indocement Website |
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| D.8.3 | Downloadable annual report |
Indocement Website |
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| D.8.4 | Notice of AGM and/or EGM |
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| D.8.5 | Minutes of AGM and/or EGM |
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| D.8.6 | Company's constitution (company's by-laws, memorandum and articles of association) |
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| D.9 | Investor relations | ||
| D.9.1 | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer/office responsible for investor relations? |
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PART E: BOARD DUTIES AND RESPONSIBILITIES
| No. | Questions | Implementation | Evidence/Source Document |
| E.1 |
Board Duties and Responsibilities Responsibilities of the Board Clearly defined board responsibilities and corporate governance policy |
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| E.1.1 | Does the company disclose its corporate governance policy / board charter? |
The Company disclose its corporate governance policy named Indocement Code of Conduct and board charter of BOD and BOC on the Company's website. |
Company's Website |
| E.1.2 | Are the types of decisions requiring board of directors/commissioners' approval disclosed? |
The types of decisions requiring board of directors/commissioners' approval stated on Charter of BOD and BOC and Articles of Association of the Company. All of it, has been disclosed on the Company's Website. |
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| E.1.3 | Are the role and responsibilities of the board of directors/commissioners clearly stated? |
The role and responsibilities of the board of directors/commissioners clearly stated on Charter of BOD and BOC and Articles of Association of the Company |
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| Corporate Vision | |||
| E.1.4 | Does the company have an updated vision and mission statement? |
the Company have an updated vision and mission statement stated in Annual Report 2022 and Company's Website |
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| E.1.5 | Does the board of directors play a leading role in the process of developing and reviewing the company’s strategy at least annually? |
The board of directors reviewing the Company’s strategy at least annually on the Management Retreat. |
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| E.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
The board of directors have a process to review, monitor and oversee the implementation of the corporate strategy stated in Company's Charter of BOD and BOC |
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| E.2 |
Board structure Code of ethics or conduct |
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| E.2.1 | Are the details of the code of ethics or conduct disclosed? |
The details of the code of ethics or conduct stated in Code of Conduct BOD and BOC |
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| E.2.2 | Are all directors/commissioners, senior management and employees required to comply with the codes? | Y |
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| E.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? |
The company have a process to implement and monitor compliance with the code/s of ethics or conduct stated in Code of Conduct BOD and BOC |
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| Board structure & composition | |||
| E.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? | The Company just have 3 Independent Commissioner of 7 member of the Board of Commissioners. |
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| E.2.5 |
Does the company have a term limit of nine years or less or 2 terms of five years 1 each for its independent directors/commissioners? The five years term must be required by legislation which pre- existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
AoA & Charter of BOD & BOC stated that Directors and Commissioners are appointed for a term of three years (commencing from the date the resolution approving the said appointments is passed at a GMS up to the closing of the third following annual GMS) and maybe re-appointed in accordance with the prevailing laws and regulations. Article 25 (1) OJK Regulation number 33-2014 stated that: The Independent Commissioner already having service term for two service term periods may be re- appointed in the subsequent period as long as the relevant party declared that he remains independent to GMS. It means: By OJK regulation, the Company has been complied, but for ACGS the Company not comply yet. |
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| E.2.6 | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
The company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously stated in Company's Charter of BOD and BOC |
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| E.2.7 | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
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| Nominating Committee | |||
| E.2.8 | Does the company have a Nominating Committee? | The company have a Nominating Committee stated in Annual Report 2022 and Nomination and Remuneration Committee Charter |
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| E.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? |
The Nomination and Remuneration Committee of the Company concist of one Independent Commissioner (as the chairman of the committee), two members Board of Commissioners and Human Resources Manager. It is comply to OJK regulation. |
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| E.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? | The chairman of the Nominating Committee an independent director/commissioner stated in Annual Report 2022 and Nomination and Remuneration Committee Charter |
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| E.2.11 | Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? | The company disclose the terms of reference/governance structure/charter of the Nominating Committee stated in Nomination and Remuneration Committee Charter, disclosed in Company's Website |
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| E.2.12 | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | The meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year is stated in Annual Report 2022. |
Annual Report 2022 (page 312) |
| Remuneration Committee/Compensation Committee? | |||
| E.2.13 | Does the company have a Remuneration Committee? | The company have a Remuneration Committee stated in Annual Report 2022 and Nomination and Remuneration Committee Charter |
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| E.2.14 | Is the Remuneration Committee comprised of a majority of independent directors/commissioners? |
The Nomination and Remuneration Committee of the Company consist of one Independent Commissioner (as the chairman of the committee), two members Board of Commissioners and Human Resources Manager. It means: By OJK regulation, the Company has been complied, but for ACGS the Company not comply yet. |
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| E.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | The chairman of the Remuneration Committee is an independent director/commissioner stated in Nomination and Remuneration Committee Charter |
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| E.2.16 | Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? | The company disclose the terms of reference/governance structure/charter of the Remuneration Committee stated in Nomination and Remuneration Committee Charter, disclosed in Company's website |
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| E.2.17 | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year is stated in Annual Report 2022 |
Annual Report 2022 (page 312) Audit Committee Komite Audit |
| E.2.18 | Does the company have an Audit Committee? | The company have an Audit Committee stated in Annual Report 2022 |
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| E.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | The Audit Committee of the Company consist of one Independent Commissioner (as the chairman of the committee), and two Independent. It means: By OJK regulation, the Company has been complied, but for ACGS the Company not comply yet. |
|
| E.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? | The chairman of the Audit Committee an independent director/commissioner as stated in Annual Report 2022 and Audit Committee Charter |
|
| E.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | The Company disclose the terms of reference/governance structure/charter of the Audit Committee as stated in Annual Report 2022 and Audit Committee Charter |
|
| E.2.22 | Does at least one of the independent director/commissioners of the committee have accounting expertise (accounting qualification or experience)? | Chairman and Member of the Audit Committee have accounting expertise (accounting qualification or experience) stated in Annual Report 2022 and Charter of Board of BOD and BOC |
|
| E.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? | The meeting attendance of the Audit Committee are disclosed and the Audit Committee meet at least four times during the year as stated in Annual Report 2022 |
Annual Report 2022 (page 304) |
| E.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? |
The Audit Committee of the Company evaluate the performance of the annual financial audit conducted by the Public Accountant and the Accounting Firm for the previous year and give recommendation to Board of Commissioners regarding appointment of the External Auditor. All this matter stated in Annual Report 2022. |
Annual Report 2022 (page 303-304) |
| E.3 |
Board Processes Board meetings and attendance |
||
| E.3.1 | Are the board of directors meeting scheduled before the start of financial year? |
The board of directors meeting scheduled before the start of financial year is stated in Annual Report 2022 |
Annual Report 2022 (page 241 dan ) |
| E.3.2 | Does the board of directors/commissioners meet at least six times during the year? |
The board of directors/commissioners have a meeting at least six times during the year that is stated in Annual Report 2021 |
Annual Report 2022 (page 241, 255-256, 287) |
| E.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
Each of the directors/commissioners was attended at least 75% of all the board meetings held during the year and its stated in Annual Report 2022 |
Annual Report 2021 (page 242, 256-257, 287) |
| E.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? |
The minimum quorum of at least 2/3 for board decisions is stated in Articles of Association of the Company |
|
| E.3.5 | Did the non-executive directors/commissioners of the company have met separately at least once during the year without any executives present? |
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Access to information |
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| E.3.6 | Are board papers for board of directors/commissioners meetings are provided to the board at least five business days in advance of the meeting? |
Annual Report 2022 (page 287) |
|
| E.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | the company secretary play a significant role in supporting the board in discharging its responsibilities as stated in Annual Report 2022. |
Annual Report 2022 (page 323-324) |
| E.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? |
The company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments as stated in Annual Report 2022 |
|
| Board appointments and re-election | |||
| E.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? |
The company disclose the criteria used in selecting new directors/commissioners stated in Charter of BOD and BOC |
|
| E.3.10 | Did the company describe the process followed in appointing new directors/commissioners? |
The company describe the process followed in appointing new directors/commissioners as its stated in Annual Report 2022 |
|
| E.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years 2 each? |
All directors/commissioners is subject to re-election every 3 years;as its stated in Articles of Association of the Company |
|
| The five years term must be required by legislation which pre- existed the introduction of the ASEAN Corporate Governance Scorecard 2011 |
|
||
| E.3.12 | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? |
Annual Report 2022 (page 295) |
|
| E.3.13 | Is there disclosure of the fee structure for non-executive directors/commissioners? |
Annual Report 2022 (page 295) |
|
| E.3.14 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
The shareholders or the Board of Directors approves the remuneration of the executive directors as stated in Advertisement of the Notification to Shareholders concerning Resolution of the AGMS and Deed of Minutes of Meeting (MoM) of AGMS & EGMS 19 May 2023 |
|
| E.3.15 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executive with long-term interest of the company, such as claw back provision and deferred bonuses? |
|
|
| Internal Audit | |||
| E.3.16 | Does the company have a separate internal audit function? |
The company have a separate internal audit function as its stated in Annual Report 2022 & Internal Audit Charter |
|
| E.3.17 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Perusahaan mengungkapkan profil Pimpinan Internal Audit | The head of internal audit is Company's employee. |
Annual Report 2022 (page 336) |
| E.3.18 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
The appointment and removal of the internal auditor require the approval of the Board of Commissioners. It is inline with the OJK regulation. |
|
| Risk oversight | |||
| E.3.19 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | The company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework as stated in Annual Report 2022 |
Annual Report 2022 page 342 |
| E.3.20 | Does the annual report/annual CG report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? | The Board of Directors and Board of Commissioners of the Company has conducted review of the Company's material control on the Board of Directors and/or Board of Commissioners Meeting. The Agenda of the Meeting stated on Annual Report 2022. |
Annual Report 2022 page 342 |
| E.3.21 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | The Company disclose the key risks to which the Company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic) in Annual Report 2022 |
Annual Report 2022 page 349-351 |
| E.3.22 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal control/risk management systems? perusahaan? | The Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company’s internal control/risk management systems as stated in Annual Report 2022 |
Annual Report 2022 page 351 |
| E.4 | People on the Board Board Chairman | ||
| E.4.1 | Do different persons assume the roles of chairman and CEO? | President Director and President Commissioner of the Company is different person. |
Annual Report 2022 (page102) |
| E.4.2 | Is the chairman an independent director/commissioner? | President Commissioner of the Company is not an independent Commissioner. |
Annual Report 2022 (page102) |
| E.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | Profile Board of Commissioners and Board of Directors stated in Annual Report 2022. |
Annual Report 2022 (page 110-116) |
| E.4.4 | Are the roles and responsibilities of the chairman disclosed? | The division of duties of the board of commissioners are stated in Annual Report 2022. |
Annual Report 2022 page 239 |
| Lead Independent Director | |||
| E.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | The Company has 3 Independent Commissioners and the Company's President Commissioner is not an Independent Commissioner, however the duties of the President Commissioner have been stated on page 239 of the 2022 Annual Report. |
page 239 of the 2022 Annual Report. |
| Skills and Competencies | |||
| E.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? | one non-executive director/commissioner have prior working experience in the major sector that the company is operating in as stated in Annual Report 2022 |
Annual Report 2022 page 275-279 |
| E.5 | Board Performance Directors | ||
| E.5.1 | Does the company have orientation programmes for new directors/commissioners? |
Annual Report 2022 page 243 & 258 |
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| E.5.2 | Does the company have a policy that encourages directors/commissioners to attend on-going or continues professional education programmes? | Y |
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| CEO/Executive Management appointments and performance | |||
| E.5.3 | Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? | Plans and succession process to appoint BOD and BOC has been stated in Annual Report 2022. |
Annual Report 2022 page 313 |
| E.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
Annual Report 2022 page 283-284 |
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| Board Appraisal | |||
| E.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? | The Company conduct an annual performance assessment of the board of directors and disclose the criteria and process followed for the assessment stated in Annual Report 2022 |
Annual Report 2022 page 282-285 |
| E.5.6 | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? | The Company conduct an annual performance assessment of individual member the board of directors and disclose the criteria and process followed for the assessment stated in Annual Report 2022 |
Annual Report 2022 page 282-285 |
| Committee appraisal | |||
| E.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | The company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment stated in Annual Report 2022 |
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Level 2 - BONUS
| No. | Questions | Implementation | Evidence/Source Document |
| (B)A.1 | Right to participate effectively in and vote in general shareholders' meetings and should be informed of the rules, including voting procedures, which govern general shareholders' meetings. | ||
| (B)A.1.1 | Does the company practice secure electronic voting in absentia at the general meetings of shareholders? |
Deed of Minutes of Meeting (MoM) of AGMS 17 May 2023. |
|
| (B)B | Equitable treatment of shareholders | ||
| (B)B.1 | Notice of AGM | ||
| (B)B.1.1 | Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
Agendas of the AGMS dated 19 May 2023 stated in the invitation to shareholders that published on 18 April 2023 or 28 days before the date of meeting |
|
| (B)C | Roles of Stakeholders | ||
| (B)C.1 | The rights of stakeholders that are established by law or through mutual agreements are to be respected | ||
| (B)C.1.1 | Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? |
|
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| (B)D | Disclosure and transparency | ||
| (B)D.1 | Quality of annual report | ||
| (B)D.1.1 | Are the audited annual report/statement released within 60 days from the financial year end? |
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| (B)D.1.2 | Does the company details of remuneration of the CEO? |
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| (B)E: | Responsibilities of the Board | ||
| (B)E.1 | Board competencies and diversity | ||
| (B)E.1.1 | Does the company have at least one female independent director/commissioner? |
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| (B)E.1.2 | Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? | The Company has disclosed the diversity of the Company's Directors and Board of Commissioners and has disclosed that the diversity aspects of each Director and Board of Commissioners are necessary for the effectiveness of the duties and responsibilities of the Directors and Board of Commissioners. |
Annual Report 2022 page 276-279 |
| (B)E.2 | Board Structure | ||
| (B)E.2.1 | Is the nominating committee comprise entirely of independent directors/commissioners? |
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| (B)E.2.2 | Does the nominating committee undertake the process of identifying the quality of directors aligned with the company’s strategic directions? | The Company's Nomination and Remuneration Committee has carried out a process to identify director quality that is in line with the Company's strategic direction. This has been disclosed in the Annual Report on page 312, which is seen in the agenda for the Nomination and Remuneration Committee meeting discussing Changes in the Company's Management Composition. |
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| (B)E.3 | Board Appointment and Re-Election | ||
| (B)E.3.1 | Does the company use professional search firms of other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
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| (B)E.4 | Board Structure & Composition | ||
| (B)E.4.1 | Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman? |
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| (B)E.5 | Risk Oversight | ||
| (B)E.5.1 | Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board? |
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| (B)E.6 | Board Performance | ||
| (B)E.6.1 | Does the company have a separate board level Risk Committee? |
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|
Level 2 - PENALTY
| No. | Questions | Implementation | Evidence/Source Document |
| (P)A: |
Rights of shareholders |
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| (P)A.1 |
Basic shareholder rights |
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| (P)A.1.1 |
Did the company fail or neglect to offer equal treatment for share re- purchases to all shareholders? |
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| (P)A.2 |
Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse |
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| (P)A.2.1 |
Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? |
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| (P)A.3 |
Right to participate effectively in and vote in general shareholders' meetings and should be informed of the rules, including voting procedures, which govern general shareholders' meetings |
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| (P)A.3.1 |
Did the company include any additional and unannounced agenda item into the notice of AGM/EGM |
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| (P)A.3.2 |
Did the chairman of the board, audit committee chairman and CEO attend the most recent AGM? |
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| (P)A.4 |
Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed |
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Did the company fail to disclose the existence of: |
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| (P)A.4.1 |
Shareholders' agreements? |
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| (P)A.4.2 |
Voting cap? |
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| (P)A.4.3 |
Multiple voting rights? |
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| (P)A.5 |
Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed |
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| A.5.1(P) |
Is a pyramid ownership structure and/ or cross holding structure apparent? |
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| (P)B: |
Equitable treatment of shareholders |
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| (P)B.1 |
Insider trading and abusive self-dealing should be prohibited |
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| (P)B.1.1 |
Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? |
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| (P)B.2 |
Protecting minority shareholders from abusive action |
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| (P)B.2.1 |
Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related-party transactions in the past three years? |
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| (P)B.2.2 |
Were there any RPTs that can be classified as financial assistance (i.e not conducted at arms length) to entities other than wholly-owned subsidiary companies? |
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| (P)C: |
Role of stakeholders |
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| (P)C.1 |
The rights of stakeholders that are established by law or through mutual agreements are to be respected |
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| (P)C.1.1 |
Have there been any violations of any laws pertaining to labor/employment/ consumer/insolvency/ commercial/competition or environmental issues? |
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| (P)C.2 |
Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis. |
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| (P)C.2.1 |
Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? |
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| (P)D: |
Disclosure and transparency |
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| (P)D.1 |
Sanctions from regulator on financial reports |
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| (P)D.1.1 |
Did the company receive a "qualifed opinion" in its external audit report?
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| (P)D.1.2 |
Did the company receive an "adverse opinion" in its external audit report? |
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| (P)D.1.3 |
Did the company receive a "disclaimer of opinion" in its external audit report? |
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| (P)D.1.4 |
Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? |
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| (P)E.1 |
Compliance with listing rules, regulations and applicable laws |
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| (P)E.1.1 |
Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? |
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| (P)E.1.2 |
Have there been any instances where non-executive directors/commissioners have resigned and raised any issues of governance-related concerns? |
|
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| (P)E.2 |
Board Structure |
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| (P)E.2.1 |
Does the Company have any independent directors/commissioners who have served for more than nine years or two terms of five years1 each (which ever is higher) in the same capacity? |
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The five years term must be required by legislation which pre- existed before the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
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| (P)E.2.2 |
Did the company fail to identify who are the independent director(s)? commissioner(s)? |
|
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| (P)E.2.3 |
Does the company have any independent directors/non- executive/commissioners who serve on a total of more than five boards of publicly-listed companies? N |
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| (P)E.3 |
External audit |
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| (P)E.3.1 |
Is any of the directors or senior management a former employee or partner of the current external auditor (in the past two years)? |
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| (P)E.4 |
Board Structure and Composition |
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| (P)E.4.1 |
Has the chairman been the company CEO in the last three years? |
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| (P)E.4.2 |
Do independent non-executive directors/commissioners receive options, performance shares or bonuses? |
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