ASEAN CG Scorecard Assessment

A. Rights Of Shareholders

PART CRITERIA EXPLANATION
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 annual general meeting (AGMS) for final dividends? The dividend distribution is determined by shareholder approval at the Annual GMS based on the recommendations from the Company’s Board of Directors taking into account several factors i.e. the financial conditions of the Company, the level of capital adequacy, the Company’s funding needs for the business expansion etc. AGM announcement on approval of the use of the Company’s net profit:

2019 AGMS results announcement

A.2 Right to participate in decisions concerning fundamental corporate changes
A.2.1 Do shareholders have the right to participate in: Amendments to the company’s constitution? The shareholders have the right to participate on any amendments on the Company’s constitution. Such is identified in Company’s Articles of Association dated 25 May 2015 article 12. Any amendments on the Company’s constitution should be approved by Shareholders through GMS, which attended by shareholders or proxies represented 2/3 of total Company’s shares with voting rights and approved by 2/3 of shareholders/proxies who attend the GMS.
A.2.2 The authorization of additional shares? The shareholders have the right to participate on any change in the authorization of the additional shares. Such is identified in the Company’s Articles of Association dated 25 May 2015 article 4. The authorization of Company’s additional shares, both authorized capital and paid up capital should be approved by Shareholders through GMS, which attended by shareholders or proxies represented 2/3 of total Company’s shares with voting rights and approved by 2/3 of shareholders/proxies who attend the GMS.
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? The shareholders have the right to participate on the transfer of all or substantially all assets, which in effect results in the sale of the company. Such is identified in Company’s Articles of Association dated 25 May 2015 and in line with Indonesia Company Law (UUPT). Any transfer of Company’s asset which in effect result in the sale of the Company should be approved by Shareholders through GMS, which attended by shareholders or proxies represented 3/4 of total Company’s shares with voting rights and approved by 3/4 of shareholders/proxies who attend the GMS.
A.3 Right to participate effectively in and vote in GMS and should be informed of the rules, including voting procedures that govern the GMS
A.3.1 Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? Through GMS, the Shareholders of Company, have the opportunity to approve the remuneration of BOC and BOD of Company. It is identified in the Articles of Association dated 25 May 2015, Notice and Result of AGM. The Result of 2019 AGM which was published in the Company’s website on the same day with the closing of the Meeting and in 2 national Newspaper by the next working day after the Meeting.
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? Company provides non-controlling shareholders a right to nominate candidates for BOC and BOD Members. It is identified in Articles of Association dated 25 May 2015 and the Announcement of GMS published by the Company in the newspaper and Company’s website.

1 (one) or more shareholders (including non-controlling shareholders) collectively represent 1/20 from the total number of shares of Company with voting rights have the opportunity to propose agenda of GMS. The propose agenda should be submitted to the Company max. 7 (seven) days before the Notice of GMS which will be published 28 days before the GMS, at the newspaper (both Indonesia and English version) and Company’s website.

A.3.3 Does the company allow shareholders to elect directors/commissioners individually? As reflected in the:
  • Rule of Meeting of 2019 AGM
  • Result of 2019 AGM
  • Meeting Resume (Notarial) of 2019 AGM
  • Company’s shareholders have the opportunity to elect the candidate’s members of BOD and/or BOC, individually. The Rule was published 28 days before the respective GMS through Company’s website. The Result & Meeting Resume (Notarial) of 2019 AGM and 2018 AGM were published in Company’s website on the same day with the closing of the meeting and in national newspaper by the next working day after the meeting.
    A.3.4 Does the company disclose the voting procedures used before the start of meeting? The voting procedures were disclosed in the Rule of Meeting of 2019 AGM which published in Company’s website 28 days before the Meeting. Moreover, before the start of the GMS, the Rule was distributed to the Shareholders and Company Secretary will read the rule of GMS.
    A.3.5 Do the minutes of the most recent AGMS record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? In the result of 2019 AGM and Result of 2018 AGM, it was recorded that the shareholders and the proxy of the shareholders were provided the opportunity to ask questions/raise issues. The Result and Meeting Resume (Notarial) of 2019 AGM and Meeting Resume (Notarial) of 2018 AGM were published in Company’s website on the same day with the closing of the meeting. And published through national newspapers by the next working day after the Meeting.
    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 AGMS? The Result and Meeting Resume (Notarial) of 2019 and 2018 AGM disclosed the voting results including approving, dissenting and abstaining votes for each agenda of the meeting (in numbers and percentage).
  • Result of 2019 AGM and 2018 AGM;
  • Meeting Resume (Notarial) of 2019 AGM and 2018 AGM were published in Company’s website on the same day with the closing of the Meeting and in national newspaper by the next working day after the Meeting.
  • A.3.7 Does the company disclose the list of board members who attended the most recent AGM? The Result and Meeting Resume (Notarial) of 2019 and 2018 AGM recorded and disclosed the members of BOD, BOC who attended the AGM, which published in Company’s website on the same day with the closing of the Meeting and in national newspaper by the next working day after the Meeting.
    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? The Result and Meeting Resume (Notarial) of 2019 and 2018 AGM recorded and disclosed the members of BOD, BOC who attended the AGM, which published in Company’s website on the same day with the closing of the Meeting and in national newspaper by the next working day after the Meeting.
    A.3.9 Does the company allow voting in absentia? Company has voting procedure which allow the shareholders to conduct voting in absentia by providing the proxy. The procedure was disclosed in the Company’s website and in national newspaper 28 days before the Meeting.

    The proxy form together with the documents required were published through Company’s website 28 days before the Meeting, so it can be accessed by all the shareholders and public.

    A.3.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGMS? In 2019 and 2018 AGM, Company conducted closed poll by individual mechanism by each shareholder/proxy through a touch screen monitor provided by the Company or each shareholder’s smartphone/device. It is regulated in Company’s 25 May 2015 and Rule of Meeting of 2019 AGM and Rule of Meeting of 2018 AGM which published in Company’s website.

    Before the start of the meeting, the rule of the meeting was distributed to the shareholders and Company Secretary read the voting procedures.

    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 AGMS? As disclosed in the Result of 2019 AGM and Result of 2018 AGM which published in Company’s website on the same day with the closing of the meeting and in national newspaper by the next working day after the Meeting, Company appointed independent party to count and validate the meeting quorum and votes.

    2019 AGM Company appointed PT Datindo Entrycom as Share Administration Bureau and Hasbullah Abdul Rasyid, SH, MKn as Public Notary to count and validate the meeting quorum and votes.

    A.3.12 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGMS/EGMS for all resolutions? Company makes publicly available the result of the votes taken during the GMS through the:
  • Result of 2019 AGM
  • Result of 2018 AGM
  • Meeting Resume (Notarial) of 2019 AGM
  • Meeting Resume (Notarial) of 2018 AGM
  • uploaded at Company’s website at the same day with the closing of the Meeting and in national newspaper by the next working day after the Meeting. Articles of Association dated 25 Mei 2015 stated the resume of GMS should be published at the latest 2 working days since the GMS.
    A.3.13 Does the company provide at least 21 days’ notice for all AGMS and EGMS? Company provided 28 days’ notice for all GMSs, excluded the date of notice and date of GMSs. The notice was published at national newspapers, namely Kontan, Stock Exchange’s website and Company’s website both in English and Indonesian. 2019 AGM AGM dated 23 Mei 2019, the Notice of 2019 AGM was published
    A.3.14 Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGMS/circulars and/or the accompanying statement? Company has given the rationale and explanation for each agenda. It is regulated in the Articles of Association dated 25 Mei 2015. a: Company is obliged to provide the rationale, explanation and material of the meeting for each GMS’s agenda item when the Company issued notice of GMS.

    The Rationale, explanation and material of the meeting of 2019 and 2018 AGMs were been uploaded at Company’s website at the same day of the publication of Notice of 2019 AGMand Notice of 2018 AGM i.e. 28 days before the AGM.

    A.3.15 Does the company give the opportunity for shareholder to place item/s on the agenda of AGMS? Company places the opportunity for shareholder to place item(s) on the agenda of AGM. It is identified in the Articles of Association dated 25 Mei 2015. 1 (one) or more of the shareholders collectively represent 1/20 from the total number of shares of Company with voting rights have the rights to place item(s) on the agenda of GMS.

    In the Announcement of 2019 AGM and Announcement of 2018 AGM which published in Company’s website and national newspaper by 14 days before the Notice of the Meeting, it was informed the procedure for shareholders to place item(s) on the agenda of GMS.

    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? In order to ensure the fairness of the transaction price in the event of merger, acquisitions and/or takeovers, the BOD and/BOC will appoint an independent party to evaluate the fairness of the transaction price.
    A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated
    A.5.1 Does the company disclose its practices to encourage shareholders to engage the company beyond AGMS? Policy of Communication: Company realizes the importance of regular and continuous communication with the shareholders and investors, as is fully committed to perform disclosure, transparency and accountability which is indicated by regularly conduct Public Expose at least once a year.

    In addition, the Company also has specific”Investor and Media “and “Good Corporate Governance” sections in the Company’s website, which contains any and all useful information for the shareholders and investors, along with the contact information of Corporate Secretary, Investor Relations, and Whistleblowing.

    B. Equitable Treatment of Shareholders

    PART CRITERIA EXPLANATION
    B.1 Shares and Voting Rights
    B.1.1 Does the company’s ordinary or common shares have one vote for one share? Each Company’s shares provides the holders to cast 1 vote, as stated in:
  • Articles of Association dated 25 May 2015
  • Rule of Meeting of 2019 AGM and Rule of Meeting of 2018 AGM which published in Company’s website and in national newspaper 28 days before the Meeting.
  • 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 website of the company / the stock exchange/ the regulator’s website)? Company has 1 (one) type of shares, and provides the rights to attend GMS and have 1 (one) vote for one share. It is identified in Articles of Association dated 25 May 2015 and Rule of GMS. Rule of Meeting of 2019 AGM and Rule of Meeting of 2018 AGM which published in Company’s website and in national newspaper 28 days before the Meeting
    B.2 Notice of AGMS
    B.2.1 Does each resolution in the most recent AGMS deal with only one item, i.e., there is no bundling of several items into the same resolution? In the 2019 & 2018 AGM, every resolution only contain 1 (one) item, there’s no bundling items. It is reflected in:
  • Result of 2019 AGM
  • Result of 2018 AGM
  • Meeting Resume (Notarial) of 2019 AGM
  • Meeting Resume (Notarial) of 2018 AGM
  • have been published through Company’s website at the same day with the closing of the Meeting and in national newspapers i.e. Kontan, Stock Exchange’s website by the next working day after the Meeting as well as reported to OJK and IDX.
    B.2.2 Are the company’s notice of the most recent AGMS/circulars fully translated into English and published on the same date as the local – language version?

    The Company’s Notice of the most recent AGM/circulars were fully translated into English and published on the same date as the local language in Company’s website. Further, to ensure equitable treatment to all shareholders, Company published GMS’s Announcement and Notice in 2 (two) versions, namely Indonesian and English. Both versions were publised in the same day. – 2019 AGM held on 23 May 2019

  • The Announcement of 2019 AGM was published in Indonesian through national newspapers, namely Kontan and uploaded at Company’s website (14 days before the notice of AGM)
  • The Notice of 2019 AGM was published in Indonesian through national newspapers, namely Kontan and uploaded at Company’ website (28 days before the AGM)
  • The Resolutions of 2019 AGM was published in Indonesian through national newspapers, namely Kontan and uploaded at Company’s website 1 day after AGM
  • B.2.3 Does the notice of AGM/circulars have the following details: Are the profiles of directors/commissioners (at least age, academic qualification, date of appointment, experience, and directorships in other listed companies) in seeking election/re-election included? ESSA disclosed the profile of candidate of BOD and/or BOC’s members to ESSA’s website at the same day with the publication of Notice of GMS which is 28 days before the Meeting. In the Notice of GMS was stated that the profile of candidate of BOD and/or BOC members are available in the Company’s website.
    B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? The information regarding appointment of Public Accountant Firm was in the Notice of GMS was stated that the information on proposed both Public Accountant and Public Accountant Firm are available in the Company’s website.
    B.2.5 Were the proxy documents made easily available? 28 days prior to the GMS, proxy documents/Power of Attorney Form (Both Indonesia & English versions) were available at the Share Administration Bureau and can be downloaded at Company’s website.
    B.3 Insider trading and abusive self-dealing should be prohibited.
    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? The Company prohibits all members of BOD, BOC and employees to benefit from the knowledge which is not generally available to the market. Such policy is identified in the Company Code of Ethics.
    B.3.2 Are the directors / commissioners required to report their dealings in company shares within 3 business days? As regulated in the Company’s policy, prior to the dealings in Company’s shares, members of BOD, BOC and their family need to report the transaction to Company Secretary. After the dealings in Company’s shares, members of BOD, BOC and their family are obliged to report their ownership and dealings at the latest 2 (two) business days since the ownership and/or dealings.
    B.4 Related party transactions by directors and key executive
    B.4.1 Does the Company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest? Company’s policies on conflict of interest, among others identified in GCG Charter and Code of Ethics & Conduct. BOC and BOD must avoid any potential of having conflict of interest. In the event of conflict of interest, members of the BOC and BOD are prohibited to take action. BOC, BOD and Employee are prohibited to use sensitive/ confidential information that benefit him/her or person who received the information, and/or information that may effect the financial value of the instrument.
    B.4.2 Does the Company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? Company’s policies on Related Party Transactions, among others identified in:
  • BOC Charter: BOC, including Independent Commissioners, involve in the decision making of loan to related parties.
  • GCG Charter and Audit Committee Charter: Audit Committee to review and report to BOC on potential conflict of interest.
  • 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?

    Company’s policies that requiring the BOD/BOC members to abstain from participating in the board discussion on a particular agenda when they are conflicted are identified, among others, in: Articles of Association dated 25 May 2015

    To conduct the transaction that contained economic conflict of interest between BOD, BOC or shareholders with the Company, BOD needs GMS approval from the shareholders that do not have conflict of interest, in accordance with the prevailing capital market regulations. Art. 15.7 In the event that the Company has conflict of interest with personal interest of the Director, then the Company shall be represented by other members of BOD which has no conflict of interest.

    in the event the Company has conflict of interest with all BOD members, then the Company shall be represented by the BOC, as stipulated in the GCG Charter, BOC Charter, BOD Charter Company should avoid conflict of interest. BOC and BOD must avoid any potential of having conflict of interest In the event of conflict of interest, members of the BOC and BOD are prohibited to take action.

    B.4.4 Does the company have policies on loans to directors and commissioners either for bidding this practice or ensuring that they are being conducted at arm’s length basis and at market rates? Company’s policies on loans to BOD and BOC members are included and disclosed in: BOC Charter The BOC and their families and other affiliated parties must not borrow money from the Bank directly.
    B.5 Protecting minority shareholders from abusive actions
    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? In the Company’s 2018 Annual Report it was disclosed that all transactions with related parties are conducted with normal pricing and conditions (arms-length).
    B.5.2 In case of related party transactions requiring shareholders’ approval, is the decision made by disinterested shareholders? Company’s Articles of Association dated 25 May 2015 identified the GMS shall approve conflict of interest transactions, with the following procedures:
  • The shareholders who have conflict of interest are deemed to made the same decision with a decision approved by an independent shareholders that have no conflict of interest
  • The GMS must be attended by independent shareholders representing more than a half of total independent shareholders and the decision is valid if it is agreed by independent parties representing a half of total independent shareholders.
  • C. Role Of Stakeholders

    PART CRITERIA EXPLANATION
    C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
    C.1.1 Does the company disclose a policy and practices that address :

    The existence and scope of the company’s efforts to address customers’ welfare?

    Company has policies and practices efforts to address its customer’s welfare, namely:

    Code of Ethics – Company Ethics to Customers

    The Company views customers as the main reason for doing business, and therefore prioritizes excellent service, proactive and responsive. The ethical behavior required in dealing with customers includes:

  • Serve customers politely and professionally;
  • Deliver information about the Company accurately related to the Company’s business activities and services;
  • Paying attention to the needs of customers and continuously monitoring, improving services, through improving work standards.
  • C.1.2 Supplier/contractor selection procedures?

    Company has policies and practices efforts to address supplier/contractor selection procedures, namely: Code of Ethics – Company Ethics with Suppliers (Vendors) The company views the Company as a value added chain that connects suppliers and customers. Ethical behavior that is required in dealing with suppliers, among others, are:

  • Determine suppliers based on product quality, after-sales service, guarantees, competitive payments, achievements and track records with the principle of mutual benefit between the two parties;
  • Respect the rights and obligations of suppliers in accordance with the agreement of the agreement and the provisions of the applicable legislation;
  • Establish open and trusted communication during the procurement process until the rights and obligations of both parties are fulfilled.
  • C.1.3 The Company’s efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? The Company’s commitment in the environment in line with the efforts to promote sustainable development. Several activities conducted by the company, including:
  • Conduct efficiency on the use of paper, electricity and fuel.
  • Use of environmentally friendly materials and energy.
  • Emission and waste control.
  • Conduct Environmental Impact Analysis (Aspek Mengenai Dampak Lingkungan Hidup/AMDAL).
  • Assessment on Company’s Compliance in Environment Management System (Penilaian Peringkat Kinerja Perusahaan Dalam Pengelolaan Lingkungan Hidup/PROPER)
  • Assessment on Company’s Environment Management System by international standard ISO 14001:2015 from Tuv Nord Award achieved by the Company in the Environment Management System:
  • PROPER BIRU from the Ministry of Environment and Forestry Republic of Indonesia for performing environmental management activities in compliance with current regulations.
  • ISO 14001:2015 Certificate from TUV NORD Indonesia for meeting all the laid out norms of Environment Management System at Plant.
  • C.1.4 The Company’s efforts to interact with the communities in which they operate? As reported in the 2018 Annual Report, the Company continuously interact with local communities through various CSR program which consists of 4 pillars, namely: education programs, environmental care, social improvement through the community development and empowerment activities.
  • Scholarship Program : the Company provides scholarship aid both for employee’ family and local community students.
  • Renovation of School Library SD Sungai Rambutan Palembang.
  • Education Assistance to orphans from Yayasan Panti Asuhan Al-Yamin and local community.
  • The Company held Break fasting event attended by BOC and BOD members together with Sungai Rambutan community and Company’s Partners in Palembang.
  • C.1.5 The Company’s anti-corruption programmes and procedures?

    Company’s anti-corruption programmes and procedures are identified in: Code of Ethics – Acceptance of Gifts/Prizes The company sets a standard of behavior that regulates receiving gifts of any kind from third parties. Acceptance of gifts can cause conflicts of interest and affect the ability to make objective business decisions. Company employees are obliged to refuse the giving of gifts from a known or reasonably suspected third party that the gift is given to influence the Company’s employees to do or not do something in their position that is contrary to their duties and obligations.

    In the event that the Company’s employees cannot refuse a gift or gift from a third party, the relevant party is obliged to report to the party appointed by the Company for the said receipt. Integrity, as one of the core value of the Company, it has a meaning that the Company will not tolerate any acts contrary to this value. The Company firmly believes in acting professionally, fairly and with integrity in all its business dealings and relationships.
    C.1.6 How creditors’ rights are safeguarded? Company has policies and practices efforts to protect the creditors’ rights, namely: Code of Ethics – Company Ethics with Creditors The Company views creditors as capital provider partners, both long and short term, to enable the Company to grow and develop. Ethical behavior promoted in dealing with creditors includes:
  • Basing the selection of creditors in the interests of the Company by considering benefits, costs and risks;
  • Respecting the rights of creditors including the right to obtain information on the use of funds in accordance with the agreements and applicable laws and regulations;
  • Comply with the agreement that has been stated in the agreement between the Company and the creditor.
  • C.1.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? In the Company’s 2018 Annual Report it was included Corporate Social Responsibility Report which covered Company’s efforts on environment/economy and social issues. The Company also awarded by several institutions on social-environment activities.
    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? Company ensures that all stakeholders have the same opportunity and easy access to voice their concerns and/or complaints to the Company. The Company provides channels such as: (i) Phone contact, (ii) Email, and (iii) Facsimile. All the contact details are disclosed in Company’s website (Contact Us) and 2018 Annual Report.
    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 for its employees?

    The Company highly concerns on the health, safety and welfare of its employees as part of the sustainability of the business unit operations. Its identified in the Company’s regulations and

    Code of Ethics – Company ethics with Employees.

    As part of Company’s motto “Safety First – No Compromise” it was clearly stated in the Company’s Regulations, the health and safety of each employee serves as a part of the Company’s commitment to all employees.

    The Company maintains its occupational health and safety efforts and implements the corresponding management system which is integrated with the Company’s overall management in accordance with the prevailing regulations.

    The provisions for such health and safety programs are implemented in the Company which include among others: Non-smoking prohibition within the Company’s offices, provision of health care assistance, examination of pregnancy, childbirth and miscarriage, support for family planning, purchase of prescription glasses, periodic health check-ups, etc.

    In accordance with the welfare for its employees, Company ensures that employees attain welfare in accordance with their rights and obligations., committed to implementing a system of remuneration that is competitive, fair and balanced. As such, the Company established policies related to health, safety and welfare for employee (allowance, incentive, leave, health care assistance, insurance, loan, pension fund).

    C.3.2 Does the Company explicitly disclose the policies and practices on training and development programmes for its employees?

    As disclosed in the Company ethics with Employees, employees are required to consistently improve and update required skills or qualifications to maintain his/her level of professionalism. Company through its HR Directorate manages development and innovation in designing HR development programs to provide continuous learning. The activities are arranged under several considerations, namely effectiveness, impact, and Company objectives.

    The implementation of training is conducted with careful attention to quality, based on efficiency and effectiveness. In developing education and training programs for employees, the Company focuses on (i) an integrated learning approach to support the needs and business objectives; (ii) behavioral development, (iii) managerial and leadership skills, and (iv) functional capabilities (including technical skills) and special methods; (v) The Company also provides an opportunity for employee to receive experience through the employee exchange program.

    Disclosure on Company’s policies and practice on training and development programs for its employees can be found in Annual Report, section Human Resources Development.

    C.3.3 Does the Company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? The Company remuneration strategy is formulated based on Company’s financial capabilities and implemented based on competitive, fair and risk-based principles. It covers, including:
  • Fix remuneration by taking into account the scale of business, complexity of business, peer group, inflation, financial performance, prevailing regulations, role responsibility, etc
  • Variable remuneration and bonus will be given in cash and/or stock based on certain Company’s achievement and target considering performance, objectivity, independency and future growth of the Company.
  • 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
    C.4.1 Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company’s website or annual report Currently the Company is preparing the draft of whistle blowing policy and mechanism which will be disclosed soonest in the Company’s website and Annual Report.
    C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? As disclosed in the Company’s Regulation, the Company ensures the protection to the employee who reveals alleged illegal/unethical behaviour from retaliation as per applicable law. Currently the Company is preparing the draft of whistle blowing policy and mechanism which will be disclosed soonest in the Company’s website and Annual Report.

    D. Disclosure and Transparency

    PART CRITERIA EXPLANATION
    D.1 Transparent Ownership Structure
    D.1.1

    Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?

    Yes, the shareholdings covers the information of ultimate shareholders, Top 5 majority shareholders, >5% shareholdings and shareholdings by BOC and BOD members. The information were included in 2018 Annual Report page 29 and Company’s website in Investor Media>Shareholder Information.

    D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?

    The 2018 Annual Report page 29 and the Company’s website, disclosed the Company’s Corporate Structure, including the Ultimate Shareholders, the direct and indirect shareholdings of major shareholders.

    D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Company disclose the direct and indirect shareholdings of Directors and Commissioners in 2018 Annual Report page 29 as well in the Company’s website section Group Structure and Shareholder Information. The respective BOC, BOD members and Employee are also required to notify Company Secretary on maximum 2 working days after the transactions and Company Secretary shall report to OJK maximum 2 days after notification from the respective BOC BOD members.
    D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? Company disclose the direct and indirect shareholdings of senior management in Company’s website section Group Structure.
    D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?

    Company disclose the profile of parent company (Company), subsidiaries, associates, joint ventures and special purpose enterprises in the Company’s corporate structure 2018 Annual Report page 41. While on page 29 it was disclosed the information on Company’s Shareholder Information.

    D.2 Quality of Annual Report
    D.2.1 Does the company’s annual report disclose the following items:

    Corporate Objectives

    The Company’s annual report and corporate website disclose the corporate objectives: Vision: To lead Indonesia’s drive to world class industrialization Mission :
  • Add value to Indonesia’s resources by investing in the real sector
  • Developing human capital, reducing the country ‘s dependence on imports
  • Creating opportunities for further growth
  • D.2.2 Financial Performance indicators

    Financial performance indicators for the last five years can be found in the Annual Report page 4-5. The comparison on financial performance for the last five years can be found in the Annual Report page 4-5 The Company’s Annual Reports for the last five years can be accessed through Company’s website.

    D.2.3 Non-Financial Performance indicators

    Company also uses non-financial indicators to measure the success and sustainability of its business. These include: Company production ratio, Employees turn over ration, the Company’s contribution to the environment and society. Such indicators were disclosed in the 2018 Annual Report.

    D.2.4 Dividend Policy

    ‘Dividend policy was disclosed in 2018 Annual Report page 63 and Company website: Dividend payouts may be exercised by taking into consideration the conditions and capacity of the Company, as well as with regard to capital requirements and business continuity in order to maintain the Company’s business development in the future.

    D.2.5 Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners

    Profile of all members of BOC and BOD (covers age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) can be accessed through Company’s website in BOC & BOD Profile and also being disclosed in Company’s 2018 Annual Report page 32-40.

    D.2.6 Attendance details of each director/commissioner in all directors/commissioners’ meetings held during the year

    The BOC and BOD meetings held in 2018 are as follows:

    BOC Meetings:
  • 6 BOC meetings, attended by BOC members only
  • 6 BOC meetings inviting BOD, attended by BOC members and BOD members
  • BOD Meetings:

  • 12 BOD meetings, attended by BOD members
  • The agenda meeting and attendance of each members of BOD and BOC in respective meetings were disclosed in 2018 Annual Report page 85-92
    D.2.7 Total remuneration of each member of the board of directors/commissioners

    Total remuneration and benefits granted to Directors and Commissioners of the Company disclosed in the Financial Statement for the years ended June 30, 2019 amounted to US$ 142,351 and US$ 175,063 respectively.

    D.2.8 Corporate Governance Confirmation Statement

    Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue?

    In the 2018 Annual Report page 632-633 it was disclosed the Statement of Implementation of Good Corporate Governance Principles of the Company and explain reason for each non-compliance.

    In 2018, the management and employees of the Company state that in conducting its business activities, the Company has implemented good corporate governance principles and there are no material breaches to the prevailing laws and regulations.

    The management and employees remain committed to continuously improve good corporate governance practices that are transparent, accountable, responsible, and independent, with due observance to an equality and fairness that is sustainable in order to achieve the Company’s business objectives.

    D.3 Disclosure of Related Party Transactions (RPTs)
    D.3.1 Does the company disclose its policy covering the review and approval of material RPTs?

    In the Company Governance code, it was disclosed that the provision of funds for the Company’s related parties (including the BoC, BoD subsidiaries and other related parties) is conducted properly with the fair market price and normal commercial terms (arm’s length).

    D.3.1 Does the company disclose its policy covering the review and approval of material RPTs?

    In the Company Governance code, it was disclosed that the provision of funds for the Company’s related parties (including the BoC, BoD subsidiaries and other related parties) is conducted properly with the fair market price and normal commercial terms (arm’s length).

    D.3.2 Does the company disclose the name, relationship, nature and value for each material RPTs?

    In 2018 there is no material RPTs conducted by the Company, however the Company will disclose any material RPTs in the Stock Exchange website and Company’s website.

    D.4 Directors and Commissioners dealings in the shares of the company
    D.4.1 Does the company disclose trading in the company’s shares by insiders?

    The Company disclosed the dealings in the shares of the Company by Directors and Commissioners in the Stock Exchange website and Annual Report.

    D.5 External Auditor and Auditor Report
    D.5.1 Where the same audit firm is engaged for both audit and non-audit services

    Are the audit and non-audit fees disclosed?

    For the audit of 2018 financial statements, the Company engaged Registered Public Accountant Firm Satrio Bing Eny & Rekan.

    The Company will disclose the audit fee in the next Annual Report and there was no non-audit fee paid by the Company to Public Accountant Firm Satrio Bing Eny & Rekan.
    D.5.2 Does the non-audit fee exceed the audit fees?

    The Company did not pay non-audit service fee to Public Accountant Firm Satrio Bing Eny & Rekan.

    D.6 Medium of Communications
    D.6.1

    Does the company use the following modes of communication?

    Quarterly Reporting

    Company published its financial statement quaterly through national newspapers, Stock Exchange’s website and Company’s website in Quarterly Financial Report Section.

    The financial statement for the period of 1st – 3rd quater (non-audited) shall be published no later than 1 month after the end of the report period. While for annual financial statements (audited) shall be published no later than 3 months after the end of the report period through national newspapers, Stock Exchange’s website and Company’s website.
    D.6.2 Company Website

    As stipulated in the Corporate Secretary Charter the Company recognizes the importance of continuous communication with its investors, customers, shareholders and other stakeholders. Company is committed to perform complete, fairly, timely and correct disclosure.

    Therefore, the Company ensures that all stakeholders can easily access the information about Company through Website, which contains the information on Company’s profile, products and services, financial statements, annual report, implementation of GCG. Company’s website is available both in Indonesia and English version.
    D.6.3 Analyst’s briefing

    As stated in the Corporate Secretary Charter, that Communication with Shareholders or Investors, Company invites investor, analysts and other stakeholders regularly, in the Public Expose Meeting which held periodically after the publication of Financial Statements.

    D.6.4 Media briefings/press conferences

    Company invites media regularly to the monthly discussion with media to discuss interesting topics in market/Companying industry, Public Expose of Company held once a year, and to the General Meeting of the Shareholders every year.

    In addition, Company also invites media to communicate the activities held by the Company, such as new products and services launched, new branches, achievements or recognation received, etc. Press releases on such activities are also prepared and distributed to the media.

    Meeting the media and press release are Company’s communication tools with the stakeholders is one of the Companys comittment improving the transparency of the Company. Press releases issued by Company and acan be accessed through website.

    D.7 Timely filing/release of annual/financial reports
    D.7.1

    Are the audited annual financial report/statement released within 120 days from the financial year end?

    The Company’s 2018 Audited Financial Statements was issued within 120 days from the financial year end, as shown in the Annual Report (Directors’ Statement and Independent Auditors’ Report)). It was issued and submitted to IDX and disclosed to public via Company’s website on 31 March 2019.

    D.7.2

    Is the annual report released within 120 days from the financial year end?

    2018 Annual Report were published before 120 days from the financial year end and available publicly in the Company AGMS, stock exchange website and Company’s website.

    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?

    The Company’s Annual Report contain the statements from the Board of Directors on the responsibility for the consolidated financial statements, stated that Company and its subsidiaries’ consolidated financial statements have been prepared and presented in accordance with Indonesian Financial Accounting Standards, all information has been disclosed in a complete and truthful manner, the consolidated financial statements do not contain any incorrect information or material facts, nor fo they omit information or material facts.

    D.8 Company Website
    D.8.1

    Does the company have a website disclosing up-to-date information on the following:

    Financial statements/reports (latest quarterly)

    The monthly and quaterly financial reports can be accessed through Company’s website. The Quaterly and Annual Financial Reports are available for the last 7 years.

    D.8.2

    Materials provided in briefings to analysts and media

    The Analyst Meeting materials (Analyst Presentation) of Company can be accessed through Company’s website. It is available for the last 6 months

    D.8.3

    Downloadable Annual Report

    The Annual Report of Company can be accessed and downloaded through Company’s website. The Annual Reports are available for the last 7 years

    D.8.4

    Notice of AGM and/or EGM

    In Company’s website particularly at the General Meetings of the Shareholders (GMS) menu, it containts all information related to the AGMs and/or EGMs held by Company, including Announcement of the AGMs and/or EGMs, Notice of the AGMs and/or EGMs, Agenda of the AGMs and/or EGMs, Materials and Explanations of AGMs and/or EGMs’ agenda, Rule of AGMs and/or EGMs, Publication of Results of AGMs and/or EGMs, Resume and Minutes of AGMs and/or EGMs.

    D.8.5

    Minutes of AGM and/or EGM

    In Company’s website particularly at the General Meetings of the Shareholders (GMS) menu, it containts all information related to the AGMs and/or EGMs held by Company, including Announcement of the AGMs and/or EGMs, Notice of the AGMs and/or EGMs, Agenda of the AGMs and/or EGMs, Materials and Explanations of AGMs and/or EGMs’ agenda, Rule of AGMs and/or EGMs, Publication of Results of AGMs and/or EGMs, Resume and Minutes of AGMs and/or EGMs.

    D.8.6

    Company’s constitution (company’s by-laws, memorandum and articles of association)

    Company also uploaded its latest Articles of Association at Company’s website, so as it is easily being accessed by related stakeholders.

    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?

    The website of Company discloses the contact details of its Corporate Secretary and Investor Relations, namely the address, phone number, fax number, email addreess and social media address in the Contact.