Good Corporate Governance

Duties and Roles of the Board of Commissioners of the Company.

The principal function of the Board Commissioners is to supervise the Board of Directors in making policy to operate the Company and also give advices to the Board of Directors. The Board of Commissioners consists of a President Commissioner and 2 (two) members of Commissioners, which one of them is an Independent Commissioner.

 

The remunerations provided to the Company’s Board of Commissioners for the year ended 2012 was Rp0.8 billion.

 

The Board of Commissioners held 3 meetings in year 2012. The following table shows the number of meetings attended by the member of Board of Commissioners.


Member of Board of Commissioners

Number of meetings attended

% Attendance

Djajadi Djaja

3

100

Eddy Widjaja

3

100

Mulyadi Djaja

3

100

 

Duties and Roles of the Board of Directors of the Company

The Directors are fully responsible to perform their duties for the Company’s benefit to achieve the purposes and objectives of the Company and represent the Company in and out of court in respect of all matters and eventualities, to bind the Company to other parties and other parties to the Company, and to undertake all actions, concerning both management and ownership.

 

Currently, the Board of the Directors consists of a President Director and 2 (two) members of Director. The coordination among the Directors could be arranged at any time in the meeting attended by respective officials in the related fields.

 

The remunerations provided to the Company’s Board of Directors for the year ended 2012 was Rp1.4 billion.

 

In order to carry out its mandate, the Board of Directors holds meeting as required. In general, meetings are scheduled to consider quarterly financial results and also meetings can be called to deal with matters that may arise from time to time.

In year 2012 there was 10 meetings. The following table shows the number of meetings attended by the member of Board of Directors.

Member of Board of Directors

Number of meetings attended

% Attendance

Eddy Suwandi

10

100

Victor

10

100

Elys Karis

5

100

 

General Meeting of Shareholders

On June 6, 2012 the Company held an Annual  General Meeting of Shareholders which approved, among others the acceptance and approval of the financial statements for the year 2011, and the appointment Board of Commissioner and Directors of the Company.

Independent Commissioner

The Independent Commissioner of the Company consist of 1 (one) member, comply with the regulation which determine at least 30 % of the Board of Commissioners with the requirements as follow:

  • Has no affiliated relationship with the Controlling Shareholder.
  • Has no affiliated relationship with Directors and/or Commissioner of the Company.
  • Is not holding other position as Director in another company affiliated with the Company.
  • Fully understand the regulations of Indonesian Capital Market.

 

In order to perform his duties, the Independent Commissioner is assisted by Audit Committee.

 

Audit Committee

The Audit Committee consists of three members, lead by one Independent Commissioner while the other two members are from external independent personnel. The other two members are Melanus Johan and Yanviley J. Sarah.

 

The duties of the Audit Committee is to assist the Commissioners in performing its duties to supervise the management of the Company.

 

Melanus Johan, member of Audit Committee, he hold a bachelor degree in accounting. Before he joined  the Company, he started his career for eleven years in several companies and the latest position as a factory accountant in PT. Mayora Indah. He was appointed as member of Audit Committee since June 2008.

 

Yanviley J. Sarah, member of Audit Committee, she graduated from secretary academy. Before she joined  the Company, she started her career as customer and public relation officer and worked in other position for several years. She was appointed as member of Audit Committee since June 2008.

 

The Audit Committee provides oversight and fulfills these duties as follows:

  • Reviewing the annual and quarterly financial statements,
  • Provide an opinion on report conveyed by the Board of Directors to the Board of Commissioners,
  • Reviewing the Company’s compliance with the applicable capital market laws and regulations.

 

In year 2012, there was four meeting held by the Audit Committee and  the following table shows the number of meetings attended by the member of Audit Committee.

Member of Audit Committee

Number of meetings attended

% Attendance

Eddy Widjaja

4

100

Melanus Johan

4

100

Yanviley J. Sarah

4

100


Internal Audit Unit

The Company has Internal Audit Unit. The Head of the Internal Audit is responsible to the Board of Directors and provides regular updates on the status of significant audit action items and the annual audit plan to the Board of Directors and the Audit Committee.

 

The Head of Internal Audit leads the development of the annual audit with input from Management and review by the Board of Directors. The annual audit plan is carried out by the internal audit staff throughout the year.