The initial aims and targets of the roadmap for GCG application are to cultivate management commitment to the application of GCG and continually take steps to refine its application and consistency. Improvements to the soft structures aim at completing supporting policies, as well as improving responsibility in safeguarding stakeholders’ interests. Meanwhile GCG infrastructure is improved with the necessary organizational refinements.
The Company has illustrated the stages of the Company’s GCG application, aiming to create an ethical and responsible company, with good governance practices imbued in the culture of managing the company, as follows:
Improveme nt Plan for GCG Practices
As a follow up and demonstrating the high commitment to continually improving GCG practices at all operational levels, in line with the corporate transformation implemented, the Company plans several important activities related to the practice of GCG. These activities include:
Completing all soft structures according to applicable regulations and best practice GCG, and conducting a study on improvements made to improve the quality of GCG application.
The Company will monitor, regularly report and review GCG application, as well as facilitate assessment by an Independent Party regarding GCG implementation in the Company to obtain feedback on its application.
The Company ensures that the basic principles of GCG are applied in every aspect of the business and at every level. The basic principles of Corporate Governance cover transparency, accountability, responsibility, independence and fairness. In line with this corporate transformation program and continually evolving innovations, the Company continues to add to its various organizational institutions and develops strong business management mechanisms. This is created through the consistent application of good corporate governance practices at all levels and ranks of the organization, thus ensuring the creation of sustainable business perfectly and entirely (360 degrees) for all stakeholders and all interests, both economically and socially, individual and collectively, internally and externally, in the short term and the long term and in the interests of shareholders and stakeholders to lead to a point of balance.
The principle of transparency is implemented through various activities and intensive professionally managed media communications, such that investors, shareholders, creditors, the public and all stakeholders All Employees, Directors and Commissioners carry out their function in accordance with the
mandate given for a clear division of duties, detailed and measured and accountable for their actions can be equally aware of the performance and management of the company.
The Company implements the principle of accountability with the emphasis on improving the function and role of every Company and Management Instrument, thus enabling the Company to be well managed. The Company applies an internal control system with some of the duties being internal supervision. The Company applies the principle of accountability holding fast to the principles of prudence and ensuring compliance with applicable provisions and regulations. Application of the principle of independence is through decision making free from conflict of interest and influence/pressure from any party not in accordance with the principles of a healthy corporation.
The Company applies the principle of fairness by giving all its stakeholders equal treatment balanced with the rights and responsibilities given to and by the Company. The Company has open access to information for all stakeholders to provide suggestions and recommendations for the Company’s progress; however the Company also abides by confidentiality regulations that limit access to information by unauthorized parties. Several programs have been run in 2012 as proof of the Company management’s commitment to the application of GCG, including:
Completion of refinements to the Whistle Blowing Policy.
Refinements to the Board Manual and Code of Conduct.
Refinements to the IT Governance Guidelines.
Communication and Dissemination of GCG application in stages to stakeholders.
Fulfillment of the liaison officer function as planned.
Fulfillment of Capital Market stipulations
Completion of follow ups to BPKP recommendations on the assessment in 2011 fiscal year.
GCG Executive Briefing for the Board of Directors and Group by BPKP in relation to changes in regulations and assessment criteria for GCG.
Including GCG implementation as a report for submission in the Group 2013 Work Meeting.
Implementation of GCG assessment by BPKP East Java representative for fiscal year 2013.
Board Manual Application
The Board Manual is a working guideline for the Board of Commissioners, Board of Directors and their Instruments, which aims to:
Facilitate the Boards of Commissioners and Directors understanding of regulations related to their work.
Act as a reference for basic duties, work functions and improving the quality and effectiveness of work relationships between the two Boards.
Applying the GCG principles of transparency, accountability, responsibility, independence and
The Board Manual is valid for all Instruments of the Company, i.e. GMS, Board of Commissioners and Board of Directors within the Company and refers to prevailing provisions, laws and regulations, the Articles of Association, and directions from the Shareholders as ratified in the General Meeting of Shareholders (GMS) which governs the work of the Boards of Commissioners and Directors.
The Board Manual is a system that guarantees good management in setting and achieving the Company’s goals, thus enabling efficient, effective and healthy competition, and always attaining and maintaining the leading position in an ever more competitive business environment. As a working guideline, the Board Manual regulates the setting of company policies by the Directors:
Policies which are adopted by the Board of Directors in conducting, directing and controlling certain work activities or resolving certain problems, where the substance of the problem or work activity in question is not formally regulated in a standard rule.
Policies adopted by the Board of Directors may be in the form of a policy made by the Board of Directors Meeting, or in the form of an individual policy made without referring to such a meeting.
The principles the Board of Directors comply with to make policies include:
Where a policy made by the Board of Directors substantially involves the Company’s image, material risk or consequence, the policy must be approved in a Board of Directors Meeting;
In the case that such a policy is made by a Company Director in accordance with the duties of his sector/field, the Director in question is responsible for the policy until it is approved at a Board of Directors Meeting;
In the case that a policy made by a Director has the same substance and is continually implemented thus becoming a daily requirement for the Company, the Director in question must recommend that the Board of Directors make this policy a binding regulation;
In making policies or decisions related to a problem which has arisen, each Director shall consider the following matters:
– Good faith;
– Rational consideration and sufficient information;
– Satisfactory investigation of the problem and various methods of resolving it, as well as the positive and negative effects on the Company;
– Consideration solely of the Company’s interests;
– Coordination with other Directors, especially for a policy which will have a direct or indirect impact on the duties, authority and policies of another Director.
In carrying out their daily duties, Directors always consider the appropriateness of actions against the Company’s plans and goals;
Delegation of the authority of the Board of Directors to an Employee or another party to carry out legal actions on behalf of the Company shall be stated in writing and approved by the President Director;
Policies related to Company administration, such as Decision Letters, etc., shall be organized into separate Company documents.