Good Corporate Governance Charter

Good Corporate Governance (“GCG”) Charter
ALAKASA INDUSTRINDO TBK

Table of contents:

Introduction – Background

GCG Goals and Principles

  1. GCG Objectives
  2. GCG Principles

Vision, Mission and Values of the Company

  1. Vision
  2. Mission
  3. Company Values

Implementation of GCG

  1. GCG structure
  2. Benefits of GCG
  3. GCG Implementation
  4. GCG Guidelines in the Company’s Standards of Conduct
  5. Corporate Communications

 

PART I

Introduction- Background

As a public company, PT. Alakasa Industrindo Tbk is committed to implementing Good Corporate Governance to increase value for all stakeholders, namely shareholders, business partners, customers and society.

To improve performance and compliance with the implementation of GCG principles, the Company has compiled GCG Guidelines and shall be implemented by all individuals in the Company.

The formulation of the Company’s GCG Guidelines based on Law No.40 of 2007 concerning Limited Liability Companies (“UUPT”), Financial Services Authority Regulation No. 21/ POJK.04/2015 regarding the Implementation of Governance Guidelines for Public Companies and Financial Services Authority Circular Letter No. 32/SEOJK.04/2015 concerning Governance Guidelines for Public Companies.

 

PART II

Goals and Principles

The objectives of implementing GCG are:

  1. a) Maximizing the value of the Company for Shareholders and stakeholders by increasing the principles of transparency, accountability, responsibility and fairness in the implementation of the Company’s activities.
  1. b) Maximizing management’s professionalism, as well as empowering functions and increasing the independence of the Company’s organs;
  1. c) Shareholders, the Board of Commissioners, and the Board of Directors -make decisions and carry out actions based on high moral values and compliance with the Articles of Association provision and applicable laws and regulations.

GCG Principles:

  1. Transparency

To maintain objectivity in conducting business, the Company must provide material, relevant, timely information in a way that is easily accessible and easily understood by stakeholders.

  1. Accountability

Accountability is one of the principles of GCG, which emphasizes the importance of a transparent-, effective supervisory system based on the division of functions, duties and responsibilities, authorities among the Board of Commissioners, Directors and Shareholders management – of the Company is carried out effectively.

  1. Responsibilities

The form of corporate responsibility is compliance in managing company according to applicable regulations. In its operational activities, the Company has a role to be responsible to shareholders, -and other stakeholders.

  1. Independence

The company is managed professionally without any conflict of interest and without pressure or intervention from any party that does not follow applicable regulations.

Every organ of the Company carries out its functions, duties and responsibilities following the Articles of Association and the prevailing laws and regulations.

  1. Fairness

Fair and equal treatment in fulfilling stakeholder’s right that arise based on agreements and applicable laws and regulations.

 

PART III

Vision, Mission, Corporate Values

  1. Vision

To become a competent company in the aluminum business from upstream to downstream.

  1. Mission
  • Conducting research on business development from upstream to downstream in the aluminum business;
  • Utilizing potential resources to support business development strategies;
  • Build professionalism through capacity building, updating of processes, operational and management systems;
  • Providing added value for shareholders, customers, employees and society.
  1. Company Values
  • Integrity Think, speak, act honestly and ethically

To create a conducive work environment, every employee must think, speak, act honestly and ethically. Having good integrity is a strong foundation for building trust.

  • Respect Empathetic, listen to others and give ethical responses

To build a harmonious team, everyone must respect each other, for example: having good empathy, listening to others and responding ethically in the workplace. A balanced team is the foundation / foundation for a synergized team.

A culture of respect or mutual respect between employees, both vertically and horizontally, will create a work climate that can trigger harmony and creativity and innovation among teams.

  • Competency     Having knowledge, skill and the right attitude

To provide value and be able to work effectively, everyone must be competent in various aspects: engineering, business, management and leadership.

Competency is a skill owned by every individual to carry out their duties and responsibilities in their job. Competence will include technical and non-technical matters in one unit, including management, leadership and business competencies.

  • Passion To be involved and fully responsive with each job

Passion is individual work motivation and enthusiasm to complete the job, is a critical condition to be created in every employee. Passion can be formed by assigning employees according to their talents, interests and competencies, combined with good interpersonal relationships.

 

PART IV

Implementation of GCG

  1. GCG structure

The structure of GCG includes the main organs and supporting organs.

Main Organs include:

1)  General Meeting of Shareholders (GMS)

The GMS is an organ of the Company that has exclusive authority not given to the Board of Directors and the Board of Commissioners. The authority of the GMS, its form and extent is determined in the Limited Liability Company Law and the Company’s Articles of Association.

The GMS is a forum for Shareholders to make crucial decisions related to capital invested in the Company, with due observance of the provisions of the Articles of Association and prevailing laws and regulations.

The authority of the GMS

The GMS has the authority to:

  1. Appoint and dismiss the Company’s Directors and Commissioners.
  1. Accept the resignation of the Board of Directors or the Board of Commissioners.
  1. To determine the distribution of duties and authorities of each member of the Board of Directors, this authority can be delegated to the Board of Commissioners after hearing the Board of Commissioners’ opinion.
  1. Assess the performance of the Board of Directors and the Board of Commissioners, both collectively and individually.
  1. Determine the remuneration of the Board of Directors and the Board of Commissioners.
  1. Accept and approve or reject the Company’s annual report that has been audited by a public accountant by taking into account the quality of the GCG implementation report in the Company.
  1. Determine the calculation of the Company’s net profit allocation.
  1. Appoint a public accountant to conduct a financial audit of financial statements.
  1. Decided, among other things: changes in the amount of capital, changes in the Articles of Association of the Company, mergers, consolidations and acquisitions, dissolution of the Company, investment / material divestment that meets the criteria of 10% of revenue or 20% of equity.
  1. Approve to transfer or relinquish rights or make debt collateral for more than 50% of the Company’s assets.
  1. Decide on matters that have a conflict of interest, the implementation of which is following the provisions of the Articles of Association.
  1. Determine material transactions and changes in business activities.

GMS Implementation and GMS Organizing Rules

–  The GMS implementation and the rules for organizing the GMS have been stipulated in the Articles of Association of the Company.

–  A summary of the minutes of the GMS is available on the website of the Public Company for at least 1 (one) year.

2) Board of Commissioners

The duties and authorities of the Board of Commissioners are regulated in the Board of Commissioners Guidelines and Code of Ethics.

3)  Board of Directors

The duties and authorities of the Board of Directors are regulated in the Board of Directors Guidelines and Code of Ethics.

Supporting Organs include:

1) Audit Committee:

The duties and authorities of the Audit Committee have been stated in the Audit Committee Charter.

2) Corporate Secretary

The main functions of the Corporate Secretary are:

– Following developments in the provisions of the Capital Market Law and its implementing regulations, including governance in the Company and applying them to the Company’s existing conditions.

– As a liaison or contact person between the Company and Shareholders, OJK, the Exchange and other stakeholders.

–  Assisting the Board of Directors and the Board of Commissioners in implementing good corporate governance, which includes:

  1. Information disclosure to the public, including the availability of information on the website of the Issuer or Public Company.
  1. Submission of reports to OJK and the Exchange on time.
  1. Organizing and documenting the General Meeting of Shareholders.

3)   Internal Audit Unit

The duties and the authorities of the Internal Audit Unit are stated in the Internal Audit Unit Charter.

  1. Benefits of GCG
  • Improve the principles of transparency, accountability, responsibility, independence and fairness or equality so that the Company has a strong competitive edge.

–   The company is managed in a professional, transparent, efficient manner and empowers the functions and increases the independence of the Board of Commissioners, Directors and General Meeting of Shareholders.

–  Shareholders, the Board of Commissioners, and the Board of Directors -make decisions and carry out actions based on high moral values and compliance with the Articles of Association provisions and applicable laws and regulations.

–  Creating a work environment that upholds the values of honesty, ethics and transparency will improve all employee performance and productivity.

  1. Implementation of GCG

– The Company emphasizes the implementation of GCG principles in every activity of the Company.

 – The Company has a comprehensive code of ethics and business conduct guidelines for employees to apply.

–  Guidelines for the Company’s code of ethics and business behavior are the reference for each individual in carrying out the mission to achieve the Company’s vision.

  1. GCG guidelines in the Company’s standards of conduct

The Company has a code of ethics and business conduct guidelines which are part of the company’s internal regulations which must be obeyed by all company employees. The Company’s standards of conduct are guidelines for all employees including management in creating a work environment that supports honesty, ethics and transparency. The Company’s code of ethics and business conduct are also important elements in implementing GCG practices for the Company.

  1. Corporate Communications

Communication with Shareholders or Investors is made through:

   General Meeting of Shareholders (GMS)

The GMS is a forum that guarantees the rights of shareholders. In this forum, shareholders can meet the Board of Directors and the Board of Commissioners of the Company, and can ask questions related to the meeting agenda.

  • Public Expose

Public Expose is a communication medium between the Company’s management, namely the Board of Directors and the Board of Commissioners, and the public including investors, investment managers, the media, etc.

To convey the company’s latest condition to Shareholders and the public, the Company holds a Public Expose at least 1 (one) time a year.

  • Annual Report

The Annual Report is a description of the Company’s performance in one year.

The Annual Report provides the Board of Commissioners ‘accountability reports, the Board of Directors’ accountability reports, Company Profile, Corporate Governance, Management Discussion and Analysis, Corporate Social Responsibility, audited Annual Financial Statements, and other information.

  • Company website

The Company’s website contains information about the Company and provides relevant information about the Company for Shareholders and the public.

The Company discloses information about the Company, Periodic Financial Reports, Annual Reports, advertisement publications, information regarding the GMS, and etc.

Information on the Company’s website is continuously reviewed and updated.

  • Financial Statements

The Financial Statements reflect the Company’s performance during the intended Financial Statement period. The publication of financial reports is carried out promptly following the prevailing laws and regulations.

The Company strives to be able to disclose financial information that is fair, balanced and understandable so that Shareholders or Investors can assess the performance and financial condition of the Company.

  • Reports to regulators via the Regulators website

The Company also submits reports through the regulator’s website which can be accessed by the public.

  • Newspaper

The Company uses newspapers with national circulation to publish important information that shareholders or investors need to know.

  • Access Company Email

Shareholders can also contact by telephone or send email to the company’s corporate secretary through the email address: corsec@ai.alakasa.co.id

*****