The implementation of Good Corporate Governance (GCG) is the Company’s utmost commitment to achieve not only in short-term business growth, but also in long-term business continuity. Therefore, the Company strives to enhance the GCG implementation by doing some improving effort in theimplementation. In addition to the rules enhacement, the Company conducts socialization and internalization of GCG to all individuals in PTBA and ensures compliance on the GCG practices. The GCG implementation is not only enough by complying the applicable rules, but also shows in daily practices. The Company believes that by becoming Good Corporate Citizen through the best GCG practice implementation, thus the thrust from Stakeholders remains continuously.
As the foundation for all business activities, the Company upholds the integrity values and apllies GCG principes, namely: Transparency, Accountability, Responsibility, Fairness and Indepence. Moreover, as State-Owned Enterpries, the GCG implementation in the Company is based on these following regulations :
Directing & managing relationship to all stakeholders.
Promoting and supporting the Company’s growth.
Managing human resource discreetly.
Managing risk more responsibly.
Enhancing the Company’s good image.
Treating stakeholders more responsibly.
Preventing irregularity in the management of the Company.
Promoting work ethos.
To achieve those objectives, Company strives to apply basic GCG principles of transparency, accountability, responsibility, independence, and fairness consistently in each operational activity. The form of Company’s real commitment to the implementation of GCG principles is as follows:
The Company assures that all material and relevant information regarding its performance, financial condition and other issues will be disclosed in a clear, adequate, accurate, comparable and timely manner, and accessible by the stakeholders according to their respective rights.IMPLEMENTATION OF ACCOUNTABILITY
The Company assures the clarity of function, implementation and accountability of each level in the Company’s organization to enable an effective management of the Company.IMPLEMENTATION OF RESPONSIBILITY
The responsibility principle is implemented by always adhering to the prevailing laws and regulations, good management of ex mining hotspots, performing reciprocal obligations to business partners as well as designing and implementing corporate social responsibility programs.IMPLEMENTATION OF INDEPENDENCY
Independency principle is implemented by preparing and ensuring the adherence to the codes of conduct and regulating all transactions and investment plans with potential conflicts of interests.IMPLEMENTATION OF FAIRNESS
The Company implements fairness principle by giving equal treatment to the rights and obligations of its stakeholders. The Company makes available the access to information on the progress of the Company to all stakeholders.
The Company’s GCG Structure refers to Law No. 40 of 2007 concerning Limited Liability Companies, which stipulates that corporate organs consist of three elements, namely the Shareholders through the General Meeting of Shareholders (AGM) as the highest decision making forum for the Shareholders; the Board of Commissioners as the supervisor of the company management; and the Board of Directors as the company manager. The Company’s organs perform their functions based on the principle that each organ has its own independence and performs its duties, functions and responsibilities solely for the best interest of the Company.
In operational activities, the Board of Commissioners and Board of Directors have established sub-organs of the Company to support the smooth operation of the Company and provide necessary input in assuring the smooth operation of the Company. Formation of sub-organs is conducted as part of clear division of authorities in implementing GCG principles effectively. The Board of Commissioners has established Audit Committee and Business Risk, Nomination, Remuneration and Human Resources Development Committee (KRU & NRSDM) to enhance the Board of Commissioners’ supervisory function and assist the Board of Commissioners in performing their duties and obligations as well as in formulating Board of Commissioners policies in accordance with the scope of duties.
Meanwhile, the Board of Directors has formed supporting organs as the working units to control, oversee and be responsible for GCG implementation as well as partners of the Committees under the Board of Commissioners. The working units directly responsible to the President Director are as follows:
In order to improve the services to the public and investors, the Issuers or Public Companies should establish Corporate Secretary function in accordance with OJK Regulation No. 35/ POJK.04/2014 on the establishment of Issues Corporate Secretary and Public Companies. The Corporate Secretary is assisted by other functions under his coordination, namely: Investor Relations, Corporate Communications, Corporate Action, Corporate Administration, and Public Relations and Jakarta Representative Office.
Corporate Secretary plays a major role in facilitating interorgan relations in the Company, the Company’s relations with its stakeholders as well as the compliance with the prevailing laws and regulations.
Corporate Secretary is directly responsible to the President Director. The Corporate Secretary has three main functions: as a liaison officer, compliance officer and investor relations. In general, the duties of Corporate Secretary are as follows:
The Audit Committee is formed to assist the implementation of Board of Commissioners duties in promoting GCG practice, making available an adequate structure of internal control, enhancing the quality of transparency and financial reporting, as well as reviewing the scope, accuracy, independency and objectivity of public accountants. The Company’s Audit Committee is formed based on:
The Audit Committee is formed for the following objectives:
Overall, the Company’s risk management aims to supportand strengthen the achievement of the GCG objectives as follows:
In accordance with business growth and high levels of competition, the risks faced by the Company are also increasingly complex, therefore the Company paid great attention to the aspects of the risks to be faced. Along with the increasing number of strategic plans and in accordance with the PTBA Board Manual, each Board's decision that needs to get the approval of BOC should be attached to the risk assessment document. The risk assessment has been carried out for some strategic plans such as power plant construction plans and acquisitions. Risk assessment is done based on a review of relevant documents, observation, and brainstorming with experts. Based on identification of risk contained some crucial risk events that may happen to do analysis and risk mitigation proposals.
The Company’s Internal Audit and Control System has conducted in accordance with the Minister of SOEs Regulation No. PER- 01/MBU/2011 on Implementation of Good Corporate Governance, Article 26 and Article 28. Internal Control system is a series of systematic activities ranging from the preparation; process and reporting in order to effectively function to secure investments and assets of the Company. To determine the adequacy of internal control system implemented, the Company has developed an internal control system including:
Generally, this system refers to international framework issued by Committee of Sponsoring Organizations (COSO) of the Treadway Commission. The activities under the above point b and c are performed by Corporate Management System Work Unit (SMP) elaborated through the development of each system including Risk Management System, Quality Management System, Environmental Management System and Work Safety Management System; while the activities under point c, d and e are performed with the involvement of Internal Audit Unit (SPI).
Corporate Business Ethics details how the Company should behave and act as an entity in the attempt to balance its interests and those of stakeholders based on the principles of GCG and sound corporate values
Code of Individual Conduct outlines how individuals in the Company’s organization should interact, behave, uphold the ethics, and act in accordance with the prevailing standards and regulations.
The Code of Conduct and the procedure for the reporting of inconsistent behaviors, violations of the Code of Conduct, Corporate Regulations, and other prevailing regulations as well as the sanctions for such misconduct will be disseminated effectively and comprehensively to all levels in the Company’s organization and its stakeholders.
This is a statement on the understanding and commitment of all levels of the Company’s organization to adhere to the Company’s Code of Conduct and the party liable for its implementation.
Main points of the Company’s Business Ethics contain critical aspects to the smooth operation of the Company, namely:
Meanwhile, the Work Ethics that should be applied by all levels of the Company’s organization consist of the following:
Giving gifts is defined as any kind of giving present by the Company’s personnel to certain parties to influence the parties for the benefit of the Company unfairly. Receiving gift is defined as any kind of receiving by the Company’s personnel from certain parties to influence the decision of the Company‘s personnel for the interest of the party giving the present.
Based on the Joint Decision Letter of Board of Commissioners and Board of Directors Number: 018A/SK/PTBA-KOM/V/2009 and No. 306B/KEP/ Int-0100/PW.01/2009 dated December 14, 2009 concerning implementation of GCG principles and practices on the prohibition of giving and receiving gifts, bribes and the like, giving to the other party as token of gratitude, religious holiday gifts, souvenirs and momentos can be given in the form of goods or services, with a maximum amount of 1,000,000 (one million Rupiah) per person/company per year except for promotional and sponshorsip activities. Each employee receiving gift regardless of its value and in whatever form, must report to his/ her immediate supervisor by using the provided form.
Excluded from the above provisions is a receipt of gifts from any party related to the Company’s promotion, tokens of gratitude, religious holiday gifts, souvenirs and mementos, which are not intended as bribes and/or worth less than Rp1,000,000 (one million Rupiah) per person company per year, which is deemed as appropriate attitude in daily life with the following conditions:
As an effort to gratification prevention, Corporate referred to the Policies of Giving and Receiving Gift which pointed on GCG Guidelines. In the implementation, Corporate guarantee that these policies are known by whole levels and other parties which related by Corporate. Specifically, Corporate’s effort on fulfilling anti gratification policies are as follows:
As an indication of the potential violations of anti gratification policies should be immediately reported in writing to SMR and SMP Work Unit. SMR and SMP Work Unit then verified the report and in case of violation indication occurred, the report will be followed up by SPI.