|
|
|
|
| |
|
|
| |
| Corporate Governance is a critical aspect, and the Company is paying great attention to refine its application. The Company is continually striving to introduce the globally prevailing basic principles of Corporate Governance, such as Accountability, Responsibility, Fairness and Transparency, in its work systems / procedures, company regulations, and information systems. |
|
The Company Regulations and Employee Code of Conduct that the Company has established and implemented, and the application of the Oracle Information System, are basically aimed at systematically and consistently building a workforce with a culture of Corporate Governance in carrying out their respective functions, roles and responsibilities within the Company. The existence of the Company Regulation and Code of Conduct should prevent any conflict between the interests of the individuals who work for the Company and those of the Company's stakeholder. Further, the use of the Oracle ERP system is intended to promote management accountability, responsibility, and transparency for all the Company's stakeholder.
To ensure compliance by all divisions with the Company's system, procedures, and regulations, the Company also has an Internal Audit section, responsible directly to the President Director, to exercise the function of internal audit of all divisions. Its audit findings provide material to be analyzed by the Directors, as well as the Board of Commissioners and the Audit Committee, and to be followed up for corrections and improvements in the future. The Internal Audit section is headed by Manager, who is assisted by an Assistant Manager, four Supervisors, and five Audit Staff.
Independent and professional cooperation and synergy between the Directors and the Board of Commissioners are critical to the Company's performance. The Directors are responsible for the Company's management, while the Commissioners are responsible for providing input, guidance, and oversight to the Directors.
Prudence, thorough consideration, and strict adherence to the principles of good governance are constantly applied by both the Directors and the Board of Commissioners to manage the Company in line with its established Vision and Mission.
In order to carry out its duties and responsibilities more effectively, the Company needs to have Independent Commissioner in its Board of Commissioners. In line with Capital Market Supervisory Agency (Bapepam) regulations, the definition of an Independent Commissioner is as follows :
1. From outside the Company
2. Holds no shares, directly or indirectly, in the Company
3. Has no affiliation relationship with the Company, Commissioners, Directors, or the Company’s
main stakeholders
4. Has no business relations, directly or indirectly, associated with the Company’s business
activities.
At present, the Company's Directors consist of five professionals who have no affiliations with the Company's main shareholders. The Board of Commissioners is comprised of two Independent Commissioners and three Commissioners. With the Independent Commissioners comprising 40 % of the total membership of the Board of Commissioners, the Company is confident that the Board of Commissioners can exercise its functions and responsibilities professionally and independently, so that the interests of all shareholders and stakeholder are well protected. We have presented the composition of the Board of Commissioners and of the Company Directors earlier in this report, and their resumes are also attached as part of this annual report.
As part of the management and oversight of the Company's operations, the Board of Commissioners and Directors met four times throughout 2006. the meetings during 2006 began with discussion of the Company's budget, as part of the overall strategic objectives proposed by the Directors. The subsequent meetings constituted control and coordination efforts to ensure that the Company's management proceeded in line with the objectives that had been set.
These meetings also discussed matters such as development of human resource competence, service level improvement, implementation of Oracle as the Company's ERP system, the required risk management, efforts to acquire new principals and to expand the Company's business, and development of distribution infrastructure at all the Company's branches. The attendance rates of the Commissioners and Directors at these joint meetings are around 60 % - 100 %.
In performing its duties, the Company's Board of Commissioners is assisted by the Audit Committee, which is headed by the Company's President Commissioner, who is also an Independent Commissioner. The membership of the Audit Committee is as follow :
1. Chairman (concurrently Independent Commissioner) : H. Soekaryo
2. Member : Trisno Utomo
3. Member : Lidia Tanudjaja
4. Member : Nina Gunawan
The resumes of the Audit Committee members are attached as part of this annual report. The duties, responsibilities, appointment and qualifications of the members of the Company's Audit Committee refer to Bapepam Regulation Kep-29/PM/2004, Number IX.1.5 on Establishment and Guidelines for Execution of Work of Audit Committees. To execute these duties, the Audit Committee held four meetings during 2006, inviting the Company Directors to discuss matters including the management letter issued by the Public Accountants Firm, application of internal controls at all branches, improvement of the Company's performance, and the risk management activities performed by the Company. The attendance rates of the Audit Committee members at these working meetings are around 75 % - 100 %.
The management must rake responsibility for treating all shareholders equally, whether majority or minority shareholders, local or foreign investors, large or small. In addition, the management must ensure that the Company complies with all applicable regulations, including its own Article of Incorporation, government regulations, and the relevant capital market regulations. The management is also responsible for providing two-way communication channels between the Company and external parties and the public. To handle all these matters, the Company has a Corporate Secretary; in 2006, this position was held by Mr. Djamarwie. The following are some of the activities and publications handled by the Corporate Secretary :
1. Quarterly, semiannual, and annual financial report
2. Public exposure
3. Press releases
4. Meetings with analysts, investors, and capital market media
5. Meetings with public shareholders
6. General Shareholders Meetings
|
| |
|
|
|
|
|
|
35
