Good Corporate Governance

Corporate is committed to implement Good Corporate Governance in accordance to a number of formal regulations and based on Corporate Articles of Association as well as several policies decided in General Meeting of Shareholders, Meeting of Board of Commissioners (BoC) and Meeting of Board of Directors (BoD), thus each business process implemented is based on Good Corporate Governance to allow providing protection as well as fulfilling the needs of shareholders and other interests.

A responsibility of GCG lies on the Board of Directors under the supervision of Board of Commissioners where each position is hired through the General Meeting of Shareholders.

 

STRUCTURE AND MECHANISM OF GOOD CORPORATE GOVERNANCE

The structure of Good Corporate Governance was created to prevent the conflict of interest among the shareholders which is based on the Law No. 40 of 2007 concern on the Limited Liability Company, Structure of Corporate which consists of General Meeting of Shareholders, Board of Commissioners and Board of Directors. These three Structures of Corporate are a major in the structure of Good Corporate Governance, while its supporting structures are Committees of Corporate, Corporate Secretary and Unit of Internal Audit.

  • General Meeting of Shareholders, a Structure of Corporation having authorities where similar authorities are not granted either to Board of Commissioners or Board of Directors with limits prescribed by the Law and Articles of Association.
  • Board of Commissioners is a Structure of Corporate serving as an advisor, providing recommendation to Board of Directors as well as responsibilities to carry on supervision in general and special in accordance to the Articles of Association.
  • Board of Directors, is a Structure of Corporate having authority and full responsibility toward the management of corporate which is in line with the purpose and objectives as well as the interests of the Corporate. Board of Directors also represents the Corporate, either inside the court or outside the court as based on the provisions of the Articles of Association.

 

GENERAL MEETING OF SHAREHOLDERS

General Meeting of Shareholders as the highest structure in the corporation has authorities that are not granted to either Board of Commissioners or Board of Directors within limits prescribed by the Articles of Association and applicable regulations. Authorities granted to Stakeholders’ General Meeting are:

  • Asking for responsibility of the Board of Commissioners and Board of Directors regarding company’s management.
  • Articles of Association.
  • g and dismissing members of the Board of Commissioners and Board of Directors.

Throughout  2017, Corporate performed one time of the Annual General Meeting of  shareholders, on 8 June 2017, located at the main office, Pulogadung Inidustrial Estate Jl. Pulo Ayang kav. R-1, Jakarta 13930.

 

BOARD OF COMMISSIONERS

Board of Commissioners consists of a President Commissioner and two Commissioners, including an Independent Commissioner. Members of Board of Commissioners are assigned by the Shareholders during the Annual General Meeting of Shareholders (AGMS). Board of Commissioner having roles of supervising the management of the Corporate by Board of Directors in carrying on the Corporate, acting as advisor of Board of Directors and implement other tasks as determined in the Articles of Association of the Corporate. Procedure of determination and the amount of remuneration for members of Board of Commissioners are determined and stipulated through the General Meeting of Shareholders. Board of Commissioners holds meeting at least once in three months and whenever necessary. The call of meeting shall be delivered to each of the members by stating the time of meeting, place of meeting and the agenda of meeting. Minutes of Meeting shall be written based on the provisions of the Articles of Association of corporate and having function as valid evidence regarding the decision which is made in the meeting.

 

BOARD OF DIRECTORS

The scope and responsibility of Board of Directors as mentioned in the Corporate’s Articles of Association are leading and manage the Corporate based on the purpose of Corporate; utilize, preserve and manage the assets of Corporate for the interest of Corporate. Board of Directors is also authorized to represent the Corporate inside or outside of the court which having connection to the entire issues that binding the Corporate and other parties toward Corporate and implementing actions, either related to the management or ownership issues, with restrictions as determined in the Corporate’s Articles of Association. In improving competency of running the Corporate, Board of Directors shall participate in seminars, either in Indonesia or overseas. Procedures of determination and the amount of remuneration for the members of Board of Directors shall be determined and decided by the Board of Commissioners in accordance to the authority granted by the General Meeting of Shareholders. Board of Directors holds meeting at least once a month and whenever necessary. The call of meeting shall mention time of meeting, place of meeting and the agenda of meeting. Minutes of Meeting shall be written based on the provisions of the Articles of Association of corporate and having function as valid evidence regarding the decision which is made in the meeting.

 

AUDIT COMMITTEE

The duty of Audit Committee is assisting the Board of Commissioner in fulfilling the responsibility of supervision which related to the integrity of financial report, management risk and internal controlling. In addition, the Audit Committee also conducts compliance assessment toward legal and regulations, performance, qualification as well as independency of public accountant as well as performance function of internal audit. Audit Committee consists of three members. The Committee holds periodical meeting at least once in three months and reporting the meeting directly to the Board of Commissioners. Members of Audit Committee are assigned by Board of Commissioners. In 2017, Audit Committee was chaired by Soebronto Laras with the members I Nyoman Darma and Fauzy Ruskam. The meeting of Audit Committee was attended by Board of Commissioners and Board of Directors and when necessary, holding a meeting with Public Accountant and Internal Audit. Internal Audit ensures that the Audit Committee gains the required information. Audit Committee provides updated information to the Board of Commissioners concern with crucial issues periodically.

Members of Audit Committee in 2017 are as follow:

  1. Soebronto Laras (Chairman)
  2. I Nyoman Darma (Member )
  3. Fauzy Ruskam (Member )

 

CORPORATE SECRETARY

Corporate Secretary serves in supervising the Corporate’ compliance toward the Law of Limited Company, Articles of Association, Provisions of Capital Market as well as other related regulations; preserving periodical and transparent communication with the government and business players at the Capital Market that is related to good corporate governance, corporate actions as well as material transactions; providing actual and updated information concern on the Corporate to the Shareholders, media, investors, analysts and public and provide updated information to Board of Directors concern on regulation amendment. In 2017, Corporate Secretary remains Soeseno Adi. He has been serving as Corporate Secretary since 5 December 2014. Aside of serving as Corporate Secretary, Soeseno Adi also serves as member Corporate’s Board of Directors.  

 

INTERNAL CONTROLLING SYSTEM AND CORPORATE INTERNAL AUDIT

Internal audit is a securing and consulting activity which is independent and objective designed to provide added value for corporate by increasing corporate operating activity to achieve its goals. Corporate International audit through a systematic and well-organized approach evaluates and increases risk management effectiveness, controlling and operating process.Internal audit has crucial roles in assisting management in achieving corporate good performance and aimed to help improving corporate performance. Corporate Internal Audit assists management in attaining good performance by introducing systematic approaching to evaluate ad improve internal controlling effectiveness as well as giving record for the imperfections found during evaluation process. In 2017, Corporate Internal Audit activity performed examination in business units, which are Special Steel Division, Industrial Gases Division and Subsidiaries. Examination was focused on the inventory management, account receivable, down payment, progress of invention from the previous Audit as well as compliance toward SOP. Examination which was performed by Corporate Internal Audit was aimed to evaluate the effectiveness and efficiency of the implementation of internal controlling system and provide attention to areas having potency in risks and cause harm to the corporate. In addition, Corporate Internal Audit was also participate in improving operational of Corporate Internal. Risks confronted by Corporate were Strategic Risks, Compliance Risks, Operating Risks, Finance Risk and Reputational Risk. Strategies conducted by Corporate Internal Audit in dealing with those risks were having closed evaluation of the type of risk, identifying issues that could become problems and the impact that would emerge by giving clear, and recommendation. To preserve independency, Corporate Internal Audit was having direct responsibility to President Director. Internal Audit report becomes a crucial thing to convey the responsibility of work result to the Management as an information device to assess how far the duties could be executed properly.