Good Corporate Governance
In order to maintain and secure its business sustainability, the Company implements standards of Good Corporate Governance tightly and maintain a high commitment to build a harmonious relationship with the community. The Company also upholds the code of ethics and principles of Good Corporate Governance in carrying out their daily activities. This is reflected in one of the Company strategy to improve the standards of Good Corporate Governance.
THE BOARD OF COMMISSIONERS AND DIRECTORS
Board of Commissioners and Directors of the Company are expected to:
• Recognize and understand the risks of all aspects of business that is being engaged
• Make decisions that can handle the risk.
• On the other hand, company must have systems and mechanism that can monitor and effectively address the business risks that arise or occur. This risk management has become an integral part of corporate governance in Metland. Without an effective risk management in the company, it could not be said the company have carried out good governance.
THE BOARD OF COMMISSIONERS
The Board of Commissioners is responsible for supervising the management of the Company by the Directors. In practice, the Board of Commissioners received the report of Directors and the committees under its authority periodically. The Board of Commissioners also has the right to give counsel and advice to the Board of Directors on management issues such as stated in the Articles of Association. In addition, the Board of Commissioners may execute the responsibility for other tasks given by the AGM from time to time.
The Board of Commissioners is responsible to the AGM. The Board of Commissioners has at least three members, consisting of a Chairman and two or more Commissioners.
The composition of the board of commissioners of the company is:
Chairman : Ciputra
Commissioner : Aldo Putra Brasali
Commissioner : Lee Kok Sun
Commissioner : Rahul Bhattacharjee
Independent Commissioner : Kamardy Arief
Independent Commissioner : Leland Gerrits Rompas
The Composition of the commissioner above is already in accordance with the provisions of registration of the Stock Exchange which requires at least 30% are independent commissioners. Their term of assignment as of the date of the AGM's decision up to the closing of the third AGM after appointment of the Commissioner concerned. In the event of replacement prior to the completion of the term of office, the new Board members will perform their duties during the term of the commissioner being replaced.
THE BOARD OF DIRECTORS
The Board of Directors is responsible for carrying out leadership of the Company's management, and to manage, utilize, and retain the assets of the Company in accordance with the objectives of the Company. All members of the Board of Directors are provided with the Directors Duties Guidelines comprehensivly from the time of appointment and obtain a full briefing regarding the assignment of which is their responsibility. The Directors are responsible to the Board of Commissioners. Board of Directors has the authority to represent the Company, including in the judiciary to any problem; to bind the Company to other parties or bind the other party by the Company, and to execute any and all actions, relating to management and other issues, within the limits of the provisions of the stipulated in the Articles of Association.
Board of Directors has at least five members, consisting of a President Director and four Directors or more.
The newest composition of Company’s Board of Directors is:
President Director : Nanda Widya
Director : Freddy Soetanto
Director : Thomas Johannes Angfendy
Director : Pandu Gunandito
Director : Anhar Sudradjat
The term of office of directors effective from the date of the AGM's decision until the closing of the third AGM after appointment of the Director concerned. In the event of replacement prior to the completion of a term, a new member of the Board of Directors will run errands during the term of the director being replaced. The Board of Directors conducts meeting whenever deemed necessary. Minutes of Meeting is prepared by people who attended the meeting, in accordance with the decision of Leaders Meeting. Minutes of Meeting serves as legal proof of the meeting and the results of the meeting's decision, in accordance with the Articles of Association.
REMUNERATION OF BOARD OF COMMISSIONERS AND DIRECTORS
Each Board member shall be entitled to remuneration in accordance with responsibilities and experience, knowledge and expertise brought into the Company. The proposed amount of remuneration is decided annually by the Board of Commissioners in accordance with the appropriate authority given by the AGM.
The salaries and other compensation benefits paid to the Board of Commissioners and Board of Directors determined based on the Company Annual General Meeting .
THE AUDIT COMMITTEE
The Audit Committee is established by and responsible to the Board of Commissioners. The duty of this committee is to provide advice, suggestions/recommendations, and professional opinion to the commissioner in performing their duties, powers and responsibilities as stipulated in the articles of association of the company.
Basically the Company is trying to establish various committees in accordance with the needs and demands of modern management for public companies. Currently the company has not had the nomination committee and remuneration committee. The Company will consider establishing such committees in the future.
The internal audit work units in the Company was formed to meet the requirements as issuers and public companies as outlined by Bapepam-LK.
The function of internal audit for the company
The internal audit is a function of providing confidence (assurance) as well as independent and objective consultation, with the aim to increase value and improve the company operation. The activities of internal audit are to help company to achieve company objectives through a systematic and orderly approach, to evaluate and improve the effectiveness of risk management, risk control, control, and corporate governance process.
The structure and potision of internal audit unit
• The internal audit unit is led by a head of internal audit.
• The head of internal audit shall be appointed and dismissed by the President Director with the approval of the Board of Commissioners.
• President Director may dismiss the head of internal audit after getting Board of Commissioners’ approval, if the head of internal audit is not eligible as the auditor or internal audit unit as set forth in these regulations and/ or failure or inadequacy of duty.
• The head of internal audit report to the President Director.
• Auditors who are member of the internal audit unit report directly to the head of internal audit.
Duties and responsibilities of internal audit unit
• To prepare and implement annual plan of internal audit.
• To examine and evaluate the implementation of internal control and risk management system in accordance with company policy
• To conduct audit and evaluate the efficiency and effectiveness in finance, accounting, operations, human resources, marketing, information technology, and other activities.
• To provide suggestions for improvement and objective information about the activities being examined at all levels of management.
• To prepare audit reports and submit the report to the President Director and Board of Commissioners.
• To monitor, analyze, and report on the implementation of follow-up improvements that have been suggested.
• Working in cooperation with the audit committee.
• To develop a program in order to evaluate the quality of internal audit activities conducted, and
• To conduct special examinations/inspections whenever necessary.
The authority of internal audit unit
• To access all relevant information about the company related to the duties and functions
• To communicate directly with the directors, commissioners, and/or committees and members of the board of directors, board of commissioners, and/or audit committee.
• To conduct regular meetings and incidental to the directors,
board of commissioners and/or audit committee, and
• To coordinate its activities with the activities of external auditors.
Code of conduct of internal audit
• Doing the job with honesty and uphold the principle of responsibility.
• To comply the regulations and report using the existing regulations.
• Not engage in unlawful activities or to engage in discrediting activities of internal audit or the company.
• Comply with and contribute to company goals.
• May not engage in activities or relationships that may affect the assessment to be unnatural. It also includes any activity or relationship that could conflict with the interests of the company.
• May not accept anything that may affect the assessment of professional
• Must disclose all facts to be known, that if not disclosed could cause distortion of reporting.
• To maintain the confidentiality and be careful in using and processing information/data obtained in the work.
• May not use information for personal interest or other interests that could conflict or against the law
• Served only in the areas/services he mastered both science and the appropriate skills and experience.
• To conduct internal audit services refers to the applicable auditing rules
• To improve the skills, capabilities and quality of services performed on an ongoing basis.
Terms for auditors who are member of the internal audit
• To have integrity and professional behavior, independent, honest and objective in performing their duties.
• To have knowledge and experience regarding the technical audit and other disciplines relevant to their tasks.
• To have knowledge of regulatory legislation in the field of capital markets and other related regulations.
• To have the ability to interact and communicate both verbally and in writing effectively
• Obligate to comply with professional standards issued by the association of internal audit
• Obligate to comply with the code of conduct of internal audits.
• Obligate to maintain the confidentiality of company information and/or data associated with the performance of duties and responsibilities of internal audit unless required by legislation or opinion/ decision of the court.
• To understand the principles of good corporate governance and risk management.
• Willing to improve the knowledge, skills, and professionalism abilities continuously.
PROHIBITION ON DOUBLE TASKS AND POSITIONS
The auditors who are assigned in the internal audit unit shall be prohibited from task double and position with the implementation of tasks and operations of company, both in the company and its subsidiaries.
Any replacement or dismissal of the head of internal audit unit should be immediately notified to Bapepam-LK.