Guidance of the Board of Directors
GUIDELINES AND CODE OF CONDUCT OF THE BOARD OF DIRECTORS
PT. ALAKASA INDUSTRINDO TBK
Table of Contents
3. Legal Basis
4. Composition, Criteria and Tenure
5. Working Time
6. Values and Work Ethics
7. Reporting and Accountability
8. Duties, Responsibilities and Authorities
9. Performance Appraisal
The Board of Directors as an organ of the Company is assigned and responsible collegially in managing the Company. Thus, each member of the Board of Directors can carry out their duties and make decisions in accordance with their duties and authorities, however the implementation of duties by each member of the Board of Directors remains a shared responsibility. The Board of Directors is also authorized and fully responsible for the management of the Company for the benefit of the Company, in accordance with the Vision, Mission and Objectives of the Company.
Members of the Board of Directors are appointed by the GMS for a certain period of time and can be reappointed. The Articles of Association of the Company govern the procedures for the appointment, replacement and dismissal of members of the Board of Directors and also govern the procedures for nominating members of the Board of Directors.
The division of duties and authorities among the members of the board of directors is determined based on the resolution of the GMS, in the event that the GMS does not stipulate, the division of duties and authorities of the members of the Board of Directors shall be determined based on the resolution of the Meeting of the Board of Directors.
The Board of Directors` Guidelines and Code of Ethics are made with the intention of serving as a work guideline for the Board of Directors in order to fulfill the interests of shareholders and other stakeholders, consisting of employees, customers, the public, and regulators in accordance with the principles of Good Corporate Governance.
The Guidelines and Code of Ethics also provide boundaries and commitments regarding the duties, responsibilities and authorities of members of the Board of Directors.
– Law No. 8 of 1995 concerning the Capital Market
– Law No. 40 of 2007 concerning Limited Liability Company
– Law No. 21 of 2011 concerning the Financial Services Authority
– Financial Services Authority Regulation No. 33/POJK.04/2014 dated 8 December 2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies.
– Financial Services Authority Regulation No. 8/POJK.04/2015 dated 26 June 2015 concerning Websites of Issuers or Public Companies
– Securities Listing Regulation Number I-A concerning Listing of Shares and Equity Securities Other Than Shares Issued by Listed Companies; Attachment to Decree of the Directors of PT Bursa Efek Indonesia No. Kep-00001/BEI/01-2014 dated January 20, 2014
– Articles 15, 16 and 17 of the Company`s Articles of Association.
COMPOSITION, CRITERIA AND TENURE
Composition of the Board of Directors
– The company is managed and led by the Board of Directors.
– The Board of Directors consists of at least 3 (three) people, consisting of:
• 1 (one) President Director;
• 1 (one) Vice President Director; and
• One Director or more, with due observance of the prevailing regulations in the capital market.
Criteria/Requirements to become Directors
– must be domiciled in Indonesia;
– have good characters and morals and are able to carry out legal actions;
– never been convicted of committing a criminal act that caused losses to state finances and / or related to the financial sector within 5 (five) years beforehis appointment;
– have good integrity and reputation, that is, have never been directly or indirectly involved in engineering and deviant practices, defaults on promises and other actions that are detrimental to the company where the person concerned works or has worked;
– have competencies that support the Company`s business now and in the future;
– have a professional and ethical work attitude to increase the value of the Company to Shareholders and stakeholders;
– have a commitment to comply with the prevailing laws and regulations;
Criteria/Requirements become Directors
– meet the requirements as a member of the Board of Directors;
– does not work or supervise the Issuer for a period of 6 months, except for re-appointment as Independent Director for the next period;
– does not own the Company`s shares, either directly or indirectly;
– has no affiliation with the Company, the Board of Commissioners, the Board of Directors, or the Company`s Major Shareholders;
– does not have a direct or indirect business relationship with the issuer;
Term of Office of the Board of Directors
– Members of the Board of Directors are appointed and terminated by the GMS, the appointment is effective from the date specified in the GMS where they (they) are selected and ends at the closing of the 5th (fifth) Annual GMS after the date of their appointment unless specified otherwise in the GMS.
– After the term of office ends, a member of the Board of Directors can be reappointed following a resolution of the GMS;
– The GMS may at any time, dismiss one or more members of the Board of Directors before their tenure ends.
Such termination is effective from the closing of the Meeting unless the GMS determines another date of dismissal;
– A member of the Board of Directors has the right to resign from his position by notifying in writing of his intentions to the Company and the Company is obliged to hold a GMS to decide on the request for resignation of the member of the Board of Directors within a period of not later than 60 (sixty) days after receipt of the resignation letter;
If the Company does not hold a GMS within the period referred to in this paragraph, then with the elapsed period, the resignation of a member of the Board of Directors becomes valid without requiring the GMS`s approval.
– If a member of the Board of Directors resigns, resulting in less than 3 (three) members of the Board of Directors, then the resignation is valid if the GMS has determined it and a new member of the Board of Directors has been appointed so that it meets the minimum requirements for the number of members of the Board of Directors;
– Each one or more members of the Board of Directors can be temporarily suspended from their position (their position) by the Board of Commissioners based on a decision of the Board of Commissioners Meeting;
– GMS can:
~ appoint another person to fill the position of a member of the Board of Directors who has been dismissed from his place;
~ fill the position of a member of the Board of Directors who resigned from his job;
~ appoint someone as a member of the Board of Directors to fill a vacancy;
~ increase the number of new members of the Board of Directors.
The tenure of a person appointed to replace a member of the Board of Directors who is dismissed or a member of the Board of Directors who resigns or to fill a vacancy is for the remaining term of office of the dismissed / replaced Director and tenure for the addition of the new member of the Board of Directors is for the remaining tenure of the Director still in office at that time unless otherwise determined in the GMS.
– The tenure of a member of the Board of Directors automatically ends, if the member of the Board of Directors:
a. declared bankrupt or placed under absolution based on a court decision; or
b. no longer meets the requirements of the applicable legislation;
c. die; or
d.dismissed because of the resolution of the GMS.
– If the position of a member of the Board of Directors is vacant due to any reason that results in the number of members of the Board of Directors being less than 3 (three) people, then no later than 45 (forty-five) days after the vacancy, a GMS must be held to fill the vacancy, with due observance of the laws and regulations applicable in the Capital Market sector.
– If the position of the President Director is vacant and during the term of his successor he has not been appointed or has not held his position, then one of the Directors appointed by the Board of Directors Meeting will carry out the obligations of the President Director and have the same authorities and responsibilities as the President Director. In the event that all members of the Board of Directors are vacant, the provisions in Article 19 paragraph 4 of the Company`s Articles of Association shall apply.
Each member of the Board of Directors is required to provide sufficient time to carry out their duties and responsibilities optimally to the Company.
VALUES AND WORK ETHICS
– The Board of Directors must encourage ethical behaviour and uphold ethical standards in the Company.
– The Board of Directors must comply with the applicable laws and regulations, the Company`s Articles of Association and Policies that have been established.
– The Board of Directors must disclose information followingthe applicable regulations and always maintain the confidentiality of the data entrusted to it.
– The Board of Directors is prohibited from taking the Company`s business opportunities for its benefit.
– The Board of Directors is prohibited from using the assets of the Company, the information of the Company or their position as the Board of Directors for personal interests outside the provisions of the applicable regulations and applicable Company policies.
– The Board of Directors is prohibited from competing with the Company, namely using inside knowledge / information to gain benefits for interests outside the interests of the Company.
– The Board of Directors is prohibited from taking personal gain from the Company`s activities other than the salary and facilities they receive as a member of the Company`s Board of Directors.
– The Board of Directors always avoids conflicts of interest.
– The Board of Directors will not take advantage of their position for personal gain or for the benefit of other people or parties that are against the interests of the Company.
– If there is a conflict of interest, it must be disclosed, and the member of the Board of Directors concerned may not be involved in the Company`s decision-making process related to the case.
REPORTING AND ACCOUNTIBILITY
The Board of Directors is obliged to be accountable for the implementation of the management of the Company in the form of an Annual Report which includes, among other things, the Financial Report, the Company Activity Report and the Good Corporate Governance (GCG) implementation report, in which the Annual Report must obtain the approval of the General Meeting of Shareholders (GMS), Financial Statements must be approved by the GMS.
The accountability of the Board of Directors to the GMS is a manifestation of the accountability of the management of the Company in the context of implementing GCG principles.
DUTIES, RESPONSIBILITY AND AUTHORITIES
– The Board of Directors is fully responsible for carrying out its duties for the benefit of the Company in achieving its aims and objectives.
– Each member of the Board of Directors must in good faith and full responsibility carry out their duties followingthe applicable laws and regulations and the Company`s articles of association.
– The Board of Directors represents the Company legally and directly both inside and outside the Court.
– The President Director together with the Vice President Director or the President Director together with one of the Directors are entitled and authorized to act for and on behalf of the Board of Directors and represent the Company.
– Lead, manage and manage the Company following the objectives of the Company and constantly strive to improve the efficiency and effectiveness of the Company.
– Comply with and implement what is stipulated in the Articles of Association, applicable laws and regulations as well as GMS decisions.
– Control, maintain and manage the Company`s assets.
– Prepare promptly the Company`s long-term plan, work plan and annual budget of the Company, including other plans related to the implementation of the Company`s business and activities and submit it to the Commissioner for further submission to the General Meeting of Shareholders for approval.
– Provide accountability and all information regarding the condition and operation of the Company in the form of an annual report including annual calculations to the General Meeting of Shareholders.
– Provide periodic reports according to method and time followingapplicable regulations and other reports.
– Implementing the principles of Good Corporate Governance (“GCG”) management where a member of the Board of Directors is appointed as the person in charge of implementing and monitoring GCG in the Company.
– Hold meetings with management regularlyor whenever necessary to discuss the Company`s operational and financial performance.
– Holding a General Meeting of Shareholders.
– Creating a Shareholder Register, a Special List, Minutes of the GMS, and Minutes of Meeting of the Board of Directors.
– All members of the Board of Directors have performance targets followingthe duties and responsibilities of each member of the Board of Directors.
– Evaluation of the performance of the Board of Directors includes, the achievement of business targets that must be achieved, the achievement of the Company`s short and long term plans, as well as the achievement of budget and revenues.
– Performance appraisal of members of the Board of Directors is conducted every six months by the President Director and given to the Board of Commissioners.
– Meetings of the Board of Directors can be held at any time if deemed necessary (at least once a month) by one or more members of the Board of Directors or at a written request from the Board of Commissioners or at the written request of 1 (one) or more shareholders who jointly represent 1/10 (one-tenth) of the total shares that have been issued by the Company with binding voting rights.
– Summons to the Board of Directors Meeting is made by members of the Board of Directors who are entitled to represent the Board of Directors.
– Summons for a Board of Directors Meeting must be conveyed by any means in written form to each member of the Board of Directors no later than 3 (three) days before the meeting is held.
– Summons must state the meeting agenda, date, time and place of the meeting.
– The Board of Directors meeting is held at the domicile of the Company or at the domicile of the Stock Exchange where the Company`s shares are listed as long as they are within the territory of the Republic of Indonesia.
– The Board of Directors meeting is chaired by the President Director.
In the event that the President Director is absent or unable to attend the Board of Directors Meeting, which does not need to be proven to a third party, the Board of Directors Meeting is chaired by a member of the Board of Directors who is elected by and from the members of the Board of Directors who are present at the Meeting.
– A member of the Board of Directors can only be represented in the Board of Directors meeting by another member of the Board of Directors based on a power of attorney.
– The Board of Directors meeting is valid and entitled to make binding decisions if more than 1/2 (one half) of the total members of the Board of Directors are present or represented at the meeting.
– Decisions of the Board of Directors Meeting must be made based on deliberation to reach consensus.
In the event that deliberation to reach a consensus is not reached, the decision is made by voting based on votes in favour of more than ½ (one half) of the number of votes legally cast in the Meeting.
– If the votes that do not agree and the votes that agree are equal, the President Director as chairman of the Meeting will decide.
– Each member of the Board of Directors who is present has the right to cast 1 (one) vote and 1 (one) additional vote for each other member of the Board of Directors he represents.
– Each member of the Board of Directors who personally in any way, either directly or indirectly, has an interest in a transaction, contract or proposed contract, in which the Company is one of the parties must state the nature of the interest in a Board of Directors Meeting and have no right to participate in voting on matters related to the transaction or contract unless the Board of Directors Meeting determines otherwise.
– Voting on people is conducted by closed ballot without a signature while voting on other matters is conducted verbally unless the chairman of the meeting determines otherwise without objection from those present.
– Minutes of the meeting of the Board of Directors must be prepared by a person present at the Meeting who is appointed by the Chairperson of the Meeting and then must be signed by the Chairperson of the meeting and by another member of the Board of Directors who is present and / or represented in the Meeting concerned.
If the minutes are made by a notary, the signature is not required.
– The Minutes of the Board of Directors Meeting that are made are valid evidence regarding the decisions taken at the Meeting of the Directors concerned, both for members of the Board of Directors and for third parties.
– The Board of Directors can also take legal and binding decisions without holding a meeting of the Board of Directors, provided that all members of the Board of Directors have been notified in writing of the proposals concerned and all members of the Board of Directors have approved the proposal submitted in writing and signed the agreement.
Decisions made in this way have the same strength as decisions made legally at a meeting of the Board of Directors.
– The Board of Directors Guidelines and Code of Ethics are binding for each member of the Board of Directors.
– The Board of Directors` Guidelines and Code of Ethics must be disclosed in the Annual Report that the Company has Guidelines.
– The complete contents of the Board of Directors Guidelines and Code of Ethics must be publishedon the Company`s website.