PT Bukit Asam Tbk.
ASEAN Corporate Governance Scorecard Assessment
| Part | Item | Company Practice in 2023 | Source Information |
| A.1 | Basic Shareholder Rights | ||
| A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. |
PTBA pays dividends in an equitable and timely manner. All shareholders are treated equally and paid within 30 days after being declared and approved by shareholders at general meetings for final dividends. As disclosed in Summary of Minutes of the AGMS for Financial Year 2023, Schedule and Procedure of Cash Dividend Distribution, page 10 Date of AGMS: 8 May 2024 Date of cash Dividend Payment for Financial Year 2023 : 7 Juni 2024 PTBA has not offered Scrip dividend, therefore the company did not pay the Scrip dividend.
1. Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year, Schedule and Procedure of Cash Dividend Distribution 2. IDX Website |
1. Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year, Schedule and Procedure of Cash Dividend Distribution, page 10 https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192445.pdf
2. IDX - Company Profile - Calendar (Listed companies > Company Profiles > PTBA > Calendar > June 2024) https://www.idx.co.id/en/listed-companies/company-profiles/PTBA |
| A.2 | Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. | ||
| A.2.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
Shareholders have the opportunity evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners. In the Summary of Minutes of the AGMS for Financial Year 2023, includes agenda items related to the approval of remuneration or remuneration increases for the Board of Directors and Board of Commissioners. In the Summary of Minutes of the AGMS for Financial Year 2023, Third Agenda Item Meeting include the Determination of Remuneration (salary/ honorarium, facilities, and benefits) of 2024 and Bonus (tantiem) for the 2023 Fiscal Year for the Board of Directors and Board of Commissioners.
Resolutions 1. Granting the authority and power to PT Mineral Industri Indonesia (Persero) as the majority Series B Shareholder in the company with prior consultation with Series A Dwiwarna Shareholders to determine the following for the members of the Board of Commissioners: a. Tantiem/ Peerformance Incentive/ Special incentive for 2023 Financial Year and/or Long term incentive of the 2024-2026 Financial Year, in accordance with the applicable regulations; and b. Salary, benefit and facilities for the 2024 Financial Year.
The information is stated in: Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year, 3rd Agenda |
Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year, 3rd Agenda (Page 7) https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192445.pdf |
| A.2.2 | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
PTBA provides shareholders a right to nominate candidates for board of directors/commissioners. Series A Dwiwarna are shares that are specially owned by the Republic of Indonesia which grant the holder special rights namely: 2 . The right to nominate Candidates for Members of Board of Directors and Candidates for Members of Board of Commissioners; Shareholders has the opportunity, as evidenced by agenda items, to nominate candidates for board of directors/commissioners. Based on Announcement for the Annual General Meeting of Shareholders of PT Bukit Asam Tbk on May 8th 2024, The Shareholders may propose the Meeting agenda subject to the fulfilment of the requirement provisions of Article 16 of POJK No.15/1010 and Article 23 paragraph (6) of the company's Articles of Association. one of the agenda that Shareholders can propose is nominated candidate for Board of Directors/Commissioners to changes in the Composition of Company’s Management.
1.Announcement Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial Year - Point 3 2. Annual Report 2023 |
Annual Report 2023 (Page 141)
Announcement Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial Year - Page 2-3 - Poin 3 https://www.ptba.co.id/uploads/ptba_pengumuman/20240506102748-2024-05-06ptba_pengumuman102747.pdf |
| A.2.3 | Does the company allow shareholders to elect directors/commissioners individually? |
PTBA allows shareholders to elect directors/commissioners individually. Referring to the Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year, dated 8 May 2024, Fifth Agenda, Changes in the Composition of Company’s Management, state: "there was no proposal in the changes of company's management " In the Summary of Minutes of an Annual General Meeting of Shareholders for 2022 Financial Year dated 15 June 2023 (7th agenda), the voters choose to approve, abstain or not approve the changes of management of the company (changes in 3 candidates nominated by Series A Dwiwarna shareholder).
1. Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year 2. Summary of Minutes of an Annual General Meeting of Shareholders for 2022 Financial Year |
1. Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192445.pdf
2. Summary of Minutes of an Annual General Meeting of Shareholders for 2022 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240507104812-2024-05-07ptba_pengumuman104811.pdf |
| A.2.4 | Does the company disclose the voting procedures used before the start of meeting? |
PTBA discloses the voting procedures use before the meeting begins. As stated in the Invitation to the AGMS 2024, the electronic voting process takes place through the eASY.KSEI application using the E-Meeting Hall menu, and Live Broadcasting sub-menu. Shareholders or proxies who attend alone or are represented by their proxies but have not yet cast their votes on the agenda items of the Meeting as referred to in Note point 10 letter a number i-iv, the Shareholders have the opportunity to submit their vote during the voting period on The E- Meeting Hall screen through the EASY.KSEI application opened by the Company. When the electronic voting period per meeting agenda item begins, the system automatically runs the voting time by counting down to a maximum of 5 (five) minutes. During the electronic voting process, the status "Voting for agenda item no [] has started" will be seen in the 'General Meeting Flow Text' column. If the Shareholders or their proxies do not vote for certain agenda items of the Meeting until the status of the Meeting as shown in the 'General Meeting Flow Text' column changes to "Voting for agenda item no [] has ended", it will be considered as voting to Abstain for the agenda item of the meeting concerned. Voting time during the electroning process is the standard time set in the easy.KSEI application. The company may determine the time policy for direct viewing electronically per agenda item of the meeting (with a maximum time of 5 minutes per agenda item of the meeting) and this will be stated in the rules of conduct for the meeting through the easy.KSEI application.
Invitation to the AGMS 2024 - Voting Process |
Invitation to the AGMS 2024 - Voting Process - Page 5 - Poin C. Voting Procedure https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162758-2024-04-16ptba_pengumuman162748.pdf
Code of Conduct AGMS 2023 https://www.ptba.co.id/uploads/ptba_pengumuman/20240506102734-2024-05-06ptba_pengumuman102732.pdf
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| A.2.5 | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? |
The minutes for the Company's last AGM includes a record of the questions raised by shareholders during the meeting, along with the responses provided. The Company's shareholders are given the opportunity to ask questions at the GMS using the procedures as stated in Invitation to the AGMS 2024. Chairman of the meeting will provide opportunities to shareholders or their proxies to raise questions and/or opinions in relation with the meeting Agenda before resolutions being taken. Chairman of the meeting will read out and answer questions/ respond to each opinion one by one. If necessary, the chairman of the meeting may let members of the board of commissioners, members of the board of directors, executive officers of the company or the supporting professional of the meeting answer or respond to questions and/or opinions. The information is stated in: 1. The Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year 2. Invitation Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial Year 3. Code of Conduct AGMS for 2023 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162832-2024-04-16ptba_pengumuman162828.pdf |
1) The Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240723135348-2024-07-23ptba_pengumuman135344.pdf
2) Invitation Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial Year - Page 4-5 - Poin b. Process for submitting questions and/or opinions electronically https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162758-2024-04-16ptba_pengumuman162748.pdf
3. Code of Conduct AGMS for 2023 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162832-2024-04-16ptba_pengumuman162828.pdf
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| A.2.6 | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? |
PTBA discloses the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM. Summary of Minutes of Annual General Meeting of shareholder for 2023 Financial Year 2023, discloses the vosting result for each of Agenda, for example: - Result of the vote in the 1st Agenda: Approved: 9,281,357,233 or 99,6295266% Abstain: 25,554,019 or 0,2743063% Not Approved: 8,958,800 or 0,0961671%
The information is stated in: Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year |
Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192446.pdf |
| A.2.7 | Does the company disclose the list of board members who attended the most recent AGM? |
PTBA discloses the list of board members who attended the most recent AGM. According to the table on AGM attendance all member of Board of Directors (including the President Director) and Board of Commissioners including the member of Committees under Board of Commissioners were present.
The information is stated in: Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year page 1-2, dated 10 May 2024. |
Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year page 1-2, dated 10 May 2024. https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192446.pdf |
| A.2.8 | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? |
PTBA discloses that all board members including CEO attended the most recent AGM. The meeting was attended by all member of Board of Directors (including the President Director) and Board of Commissioners including the member of Committees under Board of Commissioners.
The information is stated in: Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year page 1-2, dated 10 May 2024. |
Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year page 1-2, dated 10 May 2024. https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192446.pdf |
| A.2.9 | Does the company allow voting in absentia? |
PTBA allows shareholders voting in absentia. The company allows shareholders voting in absentia in the GMS by providing the proxy, both via easy.KSEI or by filling out power of attorney form which available on the Company's website. According to the code of conduct AGM of shareholders for 2023 financial year dated 16 April 2024, point 4(d), it is stated that the meeting will be held physically and electronically or by granting a power of attorney electronically through the eASY.KSEI facility in https://akses.ksei.co.id link or by granting a power of attorney in writing to an independent party appointed by the company.
The information is stated in: 1. Invitation to the AGMS 2023 2. Code of Conduct AGMS for 2023 Financial Year |
1. Invitation to the AGMS FY 2023 https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162758-2024-04-16ptba_pengumuman162748.pdf
2.Code of Conduct AGMS for 2023 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162832-2024-04-16ptba_pengumuman162828.pdf
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| A.2.10 | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
PTBA conducts vote by poll for all resolutions at the most recent AGM. The resolution was taken by way of deliberation through voting with a poll vote mechanism (wheraby the resolutions were counted based on the total shares reference owned by the shareholders who physically attend the meeting and/or present electronically through access KSEI).
The information is stated in: Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year |
Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year, page 3 https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192446.pdf |
| A.2.11 | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
PTBA discloses that it has appointed an independent party to count and/ or validate the votes at the AGM. PTBA has appointed PT Datindo Entrycom and Notary Jose Dima Satria, S.H., M.Kn to assist in the voting calculation and validate voting calculation at the meeting.
The information is stated in: Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year |
Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year, page 3 https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192446.pdf |
| A.2.12 | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
PTBA makes publicly available by the next working day the result of the votes taken during AGMS for all resolutions in the company websites and in IDX Website. AGMS 2023 was conducted on 8 May 2024 and the results was published on 10 May 2024 (next working day, due to 9 May is public Holiday)
The information is stated in: 1.https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192445.pdf 2. Exchange Website https://www.idx.co.id/StaticData/NewsAndAnnouncement/ANNOUNCEMENTSTOCK/From_EREP/202405/1dd7595903_e77ea6db86.pdf |
1. Summary of Minutes of AGMS for 2023 Financial Year https://www.ptba.co.id/hubungan-investor/rapat-umum-pemegang-saham
2. Exchange Website
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| A.2.13 | Does the company provide at least 21 days notice for all AGMs and EGMs? |
PTBA provides at least 21 days notice for all AGM and EGM. At the 2023 Annual GMS, the Company provides notification before 21 days AGMS 2023 2023 AGMS Notice Date = 16 April 2024 2023 AGMS Date = 8 May 2024 PTBA has not held an Extraordinary General Meeting of Shareholders (EGMS) in the first half of 2024 (January to June).
The information is stated in: 1. Invitation to the AGMS 2024 2. Exchange Website |
1.Invitation Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial year https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162758-2024-04-16ptba_pengumuman162748.pdf
2.Exchange Website https://www.idx.co.id/StaticData/NewsAndAnnouncement/ANNOUNCEMENTSTOCK/From_EREP/202404/945bc89479_822065ec63.pdf |
| A.2.14 | Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
PTBA provides the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM. There are 5 agenda item which include 5 rationale and explanation on Invitation Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial year.
The information is stated in: Invitation Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial year |
Invitation Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial year, page 2 https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162758-2024-04-16ptba_pengumuman162748.pdf |
| A.2.15 | Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? |
PTBA gives the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage. The shareholders may propose the meeting agenda subject to the fulfillment of the requirements and provisions of article 16 of POJK No. 15/2020 and article 23 paragraph (6) of the company’s Articles of Association. The proposal should be made in writing by the shareholders and appropriately received by the Board of Directors of the Company no later than 7 (seven) days prior to the Meeting Invitation, which is on Friday, 5 April 2024.
The information is stated in: 1. Announcement AGMS 2023 2. Company's Articles of Association |
1. Announcement of the AGMS 2023 - Point 3 - Page 1 of 2 https://www.ptba.co.id/uploads/ptba_pengumuman/20240506102748-2024-05-06ptba_pengumuman102747.pdf
2. Company's Articles of Association
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| A.3 | Markets for corporate control should be allowed to function in an efficient and transparent manner. | ||
| A.3.1 | In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? |
PTBA did not conduct mergers, acquisitions and/or takeovers during the period as evidenced from the Annual Report 2023. PTBA appoints an independent party to evaluate the fairness of the transaction price. In 2023, there were no material related to investment, expansion, business merger/consolidation, acquisition, and debt/capital restructuring carried out by Bukit Asam. The Company always uses third party services to assess the fairness of investment transactions, expansion, divestment, business mergers/consolidations, acquisitions, and debt/ capital restructuring, which are carried out in accordance with applicable provisions in the capital market sector. In 2023, there were no material related to investment, expansion, business merger/consolidation, acquisition, and debt/capital restructuring carried out by PTBA. However, for divestment in 2023, there were 2 (two) divestments of associated entities owned by PTBA through PT Internasional Prima Coal (PT IPC). The information regarding the divestment of associated entities owned by PTBA through PT IPC is as below.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 241) |
| A.4 | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | ||
| A.4.1 | Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? |
PTBA discloses its practices to encourage shareholders to engage with the company beyond general meetings. Establishing relationships with Shareholders is one of the important issues for the Company. PTBA always provides the latest information periodically to shareholders, apart from the information conveyed at the General Meeting of Shareholders. Throughout 2023, PTBA Investor Relations activities and interactions with investors, analysts and capital market players include: 1. 4 (four) times analyst meetings 2. Discuss via teleconference, one on one meeting, group discussion, and also actively continue to communicate with shareholders either via WhatsApp, telephone, or email. 3. The 2023 Public Expose on November 27, 2023, was held online via video conference call in collaboration with the Indonesian Stock Exchange. In this public expose, company management explained the company’s operational and financial performance as well as the company’s future development strategy. 4. Site visits to PTBA work units with the involvement of existing shareholders, potential investors, analysts and the public (general public). 5. Info memo 4 (four) times.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 452) |
| A.5 | Shares and voting rights | ||
| A.5.1 | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? |
PTBA has more than one class of shares, namely Series A Dwiwarna Shares and Series B Shares. The voting rights attached to each class of shares as stated in the Company's Articles of Association and the Company's Annual Report for Financial Year 2023.
The information is stated in: 1. Company Articles of Association 2. Annual Report 2023 |
1. Annual Report 2023 (Page 141)
2. Company's Articles of Asssociaton
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| A.6 | Notice of AGM | ||
| A.6.1 | Does each of the resolutions at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? |
Resolutions at the most recent annual general meeting deals with only one item and there is no bundling of several items into the same resolution. In the 2024 AGM, every resolution only contain 1 (one) item, there's no bundling items as stated in Invitation AGMS, 5 agendas have each resolution and are not considered as bundling.
The information is stated in: Invitation Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial year |
Invitation Annual General Meeting of Shareholders PT Bukit Asam Tbk for 2023 Financial year https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162758-2024-04-16ptba_pengumuman162748.pdf |
| A.6.2 | Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? |
PTBA publishes the notice of its most recent AGM in both English and the local language on the same date. PTBA publishes translated versions of the most recent AGM documents in bilingual on its website on April 1, 2024.
The information is stated in: 1. Invitation to the AGMS 2. Indonesian Stock Exchange's integrated online report |
1. Announcement AGMS 2023 https://www.ptba.co.id/uploads/ptba_pengumuman/20240401110050-2024-04-01ptba_pengumuman110038.pdf
2. IDX website |
| Does the notice of AGM/circulars have the following details: | |||
| A.6.3 | Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? |
Profiles of directors/commissioners in seeking election/re-election disclosed on Annual Report. As stated on 2023 Bukit Asam Annual Report, PTBA have disclosed information in regards to age, academic qualifications, date of first appointment, experience, and directorships in other issuers for each Director and Board of Commissioners. Referring to the summary of minutes of an AGMS 2023 (5th Agenda) Changes in the Composition of Company’s Management, state: "there was no proposal in the changes of company's management "
The information is stated in: 1. Annual Report 2023 2. Summary of minutes of an AGMS 2023 |
1. Annual Report 2023
2. Summary of Minutes of an Annual General Meeting of Shareholders for 2023 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240510192448-2024-05-10ptba_pengumuman192446.pdf |
| A.6.4 | Are the auditors seeking appointment/re-appointment clearly identified? |
Auditors seeking appointed/reappointed are cleary identified. As stated in the Invitation of Annual GMS for the 2023 financial year fourth agenda. The Summary of Minutes of the Annual General Meeting of Shareholders for the 2023 Financial Year, specifically the 4th agenda item, confirms the approval of appointing a public accounting firm (the AGMS grant the authority to the Board of Commisioners to appoint Public Accountant Firm and Public Accountant with prior approval from Series A Dwiwarna Shareholders) to audit the company's financial statements and the micro and small enterprises funding program for the same year (For Financial Year 2024).
The information is stated in: 1. Invitation Annual General Meeting of Shareholders - 4th Agenda - Page 2 2. Summary of Minutes of the Annual General Meeting of Shareholders for the 2023 Financial Year - 4th Agenda - Page 4 |
1. Invitation Annual General Meeting of Shareholders https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162758-2024-04-16ptba_pengumuman162748.pdf
2. Summary of Minutes of the Annual General Meeting of Shareholders for the 2023 Financial Year - 4th Agenda - Page 4 https://www.ptba.co.id/uploads/ptba_pengumuman/20240507104812-2024-05-07ptba_pengumuman104811.pdf |
| A.6.5 | Were the proxy documents made easily available? |
Proxy form (form of Power attorney) is easily available. As shown on the company's website, PTBA uploads proxy form on the same day with announcement of AGM on April 16, 2024.
The information is stated in: Form of Power Attorney GMS PT Bukit Asam Tbk for 2023 Financial Year |
Form of Power Attorney GMS PT Bukit Asam Tbk for 2023 Financial Year https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162904-2024-04-16ptba_pengumuman162900.pdf |
| A.7 | Insider trading and abusive self-dealing should be prohibited. | ||
| A.7.1 | Are the directors / commissioners required to report their dealings in company shares within 3 business days? |
The director/commissioners required to report their dealings in company shares within 3 business days. Members of the Board of Directors and members of the Board of Commissioners are obliged to report ownership of Company shares, including any changes in ownership of Company shares either directly or indirectly, to the Financial Services Authority (OJK). This obligation is regulated in Financial Services Authority Regulation Number 11/POJK.04/2017 concerning Ownership Reports or Any Changes in Ownership of Public Company Shares
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 522) |
| A.8 | Insider trading and abusive self-dealing should be prohibited. | ||
| A.8.1 | Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? |
PTBA has a policy that requires a committee to review RPT materials to determine whether the RPT is in the best interests of the company and shareholders. The company has a policy on material transactions that contain conflicts of interest and/or transactions with affiliates/related parties. Material transactions containing conflicts of interest and/or transactions with affiliated/related parties, carried out by the Company, always consider the precautionary principle in accordance with generally accepted business practices and complying with OJK Regulation No. 42/POJK.04/2020 concerning Affiliate Transactions and Conflict of Interest Transactions, as well as PSAK No. 7 concerning Disclosures of Related Parties. The review mechanism for material transactions containing conflicts of interest and/or transactions with affiliated/ related parties is carried out through an audit process by the Audit Committee, with the results reported to the Board of Commissioners.
The information is stated in: Annual Report 2023 |
Annual Report Page 242 |
| A.8.2 | Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
PTBA has policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted In order to avoid potential conflicts of interest, the Company has Conflict of Interest Guidelines which were approved based on the Joint Decree of the Board of Commissioners and Directors of PT Bukit Asam Tbk No. 14/SK/PTBA-DEKOM/ IX/2020 and No. 404/0100/2020 concerning the Application of Good Corporate Governance Principles and Practices for Company Conflict of Interest Policies. Conflict of Interest is a situation/condition that allows PTBA Personnel to take advantage of their position and authority within the Company for personal, family or group interests, so they cannot carry out their mandated tasks objectively and have implications for the Company’s performance and image in the long term. PTBA personnel are obliged to avoid all forms of potential conflicts of interest that could be detrimental to the Company, by freeing themselves from the situation by reporting it to the management or those responsible for handling conflicts of interest.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 546) |
| A.8.3 | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? |
PTBA has policies on loans to directors and commissioners that they are being conducted at arm's length basis and at market rates. The company have policies on loans to directors as stated on Article of Association article (12) Paragraph (7) : j) receiving medium/long term loans and providing medium/long term loans with a certain value determined by the Board of Commissioners complying with the provisions in the Capital market sector.
The information is stated in: Article of Association |
Article of Association Article 12 Paragraph (7) (Page 78,80)
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| A.9 | Protecting minority shareholders from abusive actions | ||
| A.9.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? |
PTBA discloses that RPTs are conducted in such a way to ensure that they are fair and at arms' length. The Company, through the Board of Commissioners and the Audit Committee, has also carried out a review to ensure that material transactions containing conflicts of interest and/or transactions with affiliated/related parties, are carried out in accordance with generally accepted business practices and meet the principles of fair transactions (arms-length principle), and implemented in compliance with applicable regulations.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 242) |
| A.9.2 | In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? |
PTBA discloses that related party transaction has been approved by shareholders. Throughout 2023, there was 1 (one) affiliated transaction conducted by PTBA and has been reported to OJK, which is related to the signing of the Second Amendment to the Shareholders Support Agreement for the Sumsel-8 CFPP Project. The signing was carried out on April 7, 2023, involving PTBA and China Huadian Hongkong Company Limited (CHDHK) as the shareholder of PT Huadian Bukit Asam Power (PT HBAP), The Export Import Exim Bank of China (CEXIM) and PT HBAP itself. Shareholders Support Agreement is a form of support from the shareholders of PT HBAP to provide support to the project company (PT HBAP), in the event of certain conditions. For the signing, PTBA has submitted an affiliated transaction report to OJK on April 11, 2023 in accordance with PTBA Letter No. T/112/111000/KS.03/ IV/2023 Regarding Affiliated Transactions.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 243) |
| Part | Item | Company Practice in 2023 | Source Information |
| B.1 | Sustainability-related disclosure should be consistent, comparable and reliable, and include retrospective and forward-looking material information that a reasonable investor would consider important in making an investment or voting decision | ||
| Material Sustainability-related information should be specified | |||
| B.1.1 | Does the company identify/report ESG topics that are material to the organization’s strategy? |
PTBA identifies ESG topics that are material to the organization’s strategy. The list of material topics for the Company’s 2023 Sustainability Report amounts to 27 topics, in full as follows: 1. Biodiversity and Conservation 2. Water and Air 3. Decarbonization 4. Responsible Production Activities 5. Operation Excellence: 6. Automation, Digitization, and Research 7. Quality and Responsible Products: 8. Customer Satisfaction 9. Management of Supply and Contractors 10. Occupational Health and Safety (OHS) 11. Recruitment, Inclusion, and Diversity 12. Training and Development 13. Labor Rights (Non-discrimination and Equal Opportunity) 14. Community Development Program 15. Human Rights 16. Relations with Stakeholders 17. Economic Impact 18. Financial Performance & Business Expansion 19. Financial Performance & Business Expansion 20. Leadership and Decision Making 21. Transparency and Accountability 22. Business Ethics & Compliance 23. Risk management Climate change triggered by global warming poses a challenge to all business sectors and industries. The coal mining sector is also affected by the impacts of climate change. One of the impacts of climate change is its influence on rainfall levels.The high rainfall in Indonesia recently has become one of the factors hindering the mining process, especially coal mining conducted by PTBA, particularly during the rainy seasons.
The information is stated in: Sustainability Report 2023 |
1. Sustainability Report (Page 97)
2. Sustainability Report (Page 164) |
| B.1.2 | Does the company identify climate change as an issue? |
PTBA identifies climate change as an issue. PTBA's operations in the coal mining sector have positive and negative impacts on the environment and social for the surrounding communities around the company. To determine these impacts, PTBA has implemented mapping and assessment of possible impacts, including mitigation steps.The mapping was conducted by PTBA involving internal and external stakeholders, especially communities in the Company’s Ring I area.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 257-258) |
| B.1.3 | Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)? |
PTBA adopts internationally recognized reporting frameworks or standards for sustainability such as GRI, SASB, and TCFD. The value of stakeholder expectations is assessed from the number of national and international standards that examine every issue that arises, including POJK 51/2017 on the Implementation of Sustainable Finance for Financial Services Institutions, Issuers and Public Companies, Global Reporting Initiatives (GRI), International Council on Mining & Metal (ICMM) Performance Expectations, ISO 26000 Social Responsibility Guidelines, Sustainable Accounting Standard Board (SASB) Metrics for Mining & Metals, and Task-Force on Climate Related Financial Disclosures (TCFD).
The information is stated in: Sustainability Report 2023 |
Sustainability Report 2023 (Page 95-96) |
| If a company publicly sets a sustainability-related goal or target, the disclosure framework should provide that reliable metrics are regularly disclosed in an easily accessible form | |||
| B.1.4 | Does the company disclose quantitative sustainability target? |
PTBA discloses quantitative sustainability target on the environmental aspect. As regards the government's commitment, the Board of Commissioners appreciates PTBA's earnestness in supporting the government's efforts to realize the NDC target. Moreover, apart from moving and acting alone, PTBA also opens up opportunities to synergize and establish strategic partnerships with various parties. With these numerous efforts, PTBA will be able to make a maximum contribution to the acceleration of Net Zero Emission (NZE) achievement by 2060 or sooner, in energy transition acceleration as targeted by Indonesian Government. PTBA's implementation and support towards achieving the NDC and NZE targets, are the Company's real effort to realize its vision to become a world- class energy company that cares about the environment.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 74) |
| B.1.5 | Does the company disclose sustainability-related performance progress in relation to its previously set targets? |
PTBA discloses sustainability-related performance progress.
Due to various efforts, PTBA recorded a total emission reduction of up to 16.29% from Business As Usual (BAU) in 2023.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 164) |
| B.1.6 | Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee? |
PTBA reveals that the 2023 Sustainability Report has been approved by the Board of Directors and Board of Commissioners. This report has been reviewed and authorized by management; therefore, the management is fully liable for the information in this report.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 21) |
| B.2 | Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters | ||
| B.2.1 | Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? |
PTBA engages internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company. PTBA’s success in running a business is a reflection of the Company’s success in fulfilling its responsibilities and involving stakeholders, both internal and external, including customer, government policy maker and supplier. A complete description of stakeholder involvement is presented in the table and can be found in Sustainability Report 2023 page 274.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 273-275) |
| B.2.2 | Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? |
PTBA engages external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company. PTBA’s success in running a business is a reflection of the Company’s success in fulfilling its responsibilities and involving stakeholders, both internal and external, including customer, government policy maker and supplier. A complete description of stakeholder involvement is presented in the table and can be found in Sustainability Report 2023 page 274.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 273-275) |
| B.3 | The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climate-related physical and transition risks | ||
| Boards should assess whether the company’s capital structure is compatible with its strategic goals and its associated risk appetite to ensure it is resilient to different scenarios | |||
| B.3.1 | Does the company disclose that the board reviews on an annual basis that the company's capital and debt structure is compatible with its strategic goals and its associated risk appetite? |
PTBA discloses that the capital and debt structure is compatible with its strategic goals and its associated risk appetite. Management policy on capital structure is applied to protect the Company’s ability to maintain business continuity, so as to provide returns and benefits for shareholders and other stakeholders. In addition, the Company also maintains an optimal capital structure to reduce capital costs. The Company and its business groups always monitor capital based on the debt to capital ratio. This ratio is calculated by dividing total debt by total capital. While debt is the total liability in the consolidated statement of financial position, capital consists of all equity components as amounted to in the consolidated financial position. The Company determines an optimal capital structure policy in order to maximize the value of the Company. The Board of Commissioners, assisted by the Audit Committee and Risk Monitoring Committee, must provide opinions and approval for the Company Work Plan and Budget (WP&B) and other work plans prepared by the Board of Directors
The information is stated in: Annual Report 2023 |
1. Annual Report 2023, page 230 2. Annual Report 2023, page 230 3. Annual Report 2023, page 319 |
| B.4 | The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises. | ||
| Does the company disclose a policy and practices that address : | |||
| B.4.1 | The existence and scope of the company's efforts to address customers' welfare? |
PTBA discloses a policy and practices in regards to the existence and scope of company's efforts that address customers' welfare. To find out and measure customer satisfaction, as well as obtain opinions and feedback, the Company has a Customer Satisfaction Procedure and conducts regular Customer Satisfaction Survey. PTBA upholds ethical relationships with stakeholders, especially customers, by ensuring the quality of products and services according to agreed contracts. Apart from that, the Company also provides and manages communication media with potential customers and customers in the form of telephone, fax, short message service (SMS), website, and others, making it easier for customers to submit complaints and input so that PTBA can follow up immediately according to applicable standard operational procedures.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 199) |
| B.4.2 | Supplier/contractor selection procedures? |
PTBA discloses a policy and practices in regards to supplier/contractor selection procedure. The Supplier is a strategic partner for PTBA in carrying out its business. To obtain quality and reliable suppliers, both for goods and services, the Company sets strict requirements and selections, including environmental criteria, such as impacts related to water management, energy, emissions, environmental compliance, and so on. The selection needs to be carried out so that the Company can prevent and mitigate negative environmental impacts in the supply chain. This policy is adopted because PTBA potentially involves environmental impacts, either through company activities or as a result of business relationships with suppliers.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 179-180) |
| B.4.3 | The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
PTBA discloses a policy and practices in regards to the company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development. In line with its commitment to environmental aspects, PTBA has also encouraged a rating of the company's emissions (carbon) disclosure policy. In 2023, the Company has been assessed by the Carbon Disclosure Project (CDP), which is an independent international non-profit organization that plays a role in Carbon Disclosure. Based on the assessment from the CDP, the company received a “B” rating, an increase compared to previous year's achievements with an average "C" rating, the highest achievement of similar industries in its class. Apart from that, the Company also received the 11th Gold of PROPER for environmental performance in 2023 which was submitted on December 21, 2023 by the Minister of Environment and Forestry.
The information is stated in: Sustainability Report 2023 |
Sustainability Report (Page 330) |
| B.4.4 | The company's efforts to interact with the communities in which they operate? |
PTBA discloses a policy and practices in regards to the company's efforts to interact with the communities in which they operate. PTBA has a Social and Environmental Responsibility (CSR) Policy/ Development and Empowerment Community (PPM), which contains a commitment to encourage community development through the implementation of a Social and Environmental Responsibility Program (CSR) or Corporate Social Responsibility (CSR) as a fulfillment of responsibility to the community, as well as an effort to maximize the positive impact of the Company’s existence and operations. PTBA is committed to ensuring that its business operations have the greatest positive impact on the society, while minimizing any negative impacts that may arise.
The information is stated in: 1.Sustainability Report 2023 2.Company's Website |
1. Sustainability Report (Page 256 and 258) For Detail CSR Program, refer to sheet "CSR Program"
2. Company's Website https://www.ptba.co.id/esg/kinerja-sosial/komunitas-lokal
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| B.4.5 | The company's anti-corruption programmes and procedures? |
PTBA discloses a policy and practices in regards to the company's anti-corruption programmes and procedures. The Company implements its commitment to anti-corruption regulations by not giving or receiving gifts and gratuities that are expected to affect independence in PTBA's decision making process, as well as being contrary to the sound code of conducts and/or contrary to applicable law. This commitment is strengthened in several policies that apply at PTBA such as the Joint Decree of the Board of Commissioners and Board of Directors of PTBA No: 10/SK/PTBA-DEKOM/IX/2020 and Number: 400/0100/2020 concerning the Implementation of Good Corporate Governance Principles and Practices for Anti-Gratification at PT Bukit Asam Tbk and Gratification Control Guidelines No. BAMSM:UPG:01. Pursuant with this, since 2020, PTBA has adopted ISO 37001:2016 Anti-Bribery Management System (SMAP) certification. Even for SMAP itself, PTBA has its own guidelines which are contained in the Guidelines of Anti-Bribery System of Bukit Asam No. BASMAP.01. Apart from socializing anti-corruption policies and procedures, PTBA also provides opportunities for the Board of Commissioners, Board of Directors and employees to take part in anti-corruption training. The anti-corruption training attended by the Board of Commissioners, Board of Directors and employees during the reporting year can be found in Sustainability Report, page 360.
The information is stated in: Sustainability Report 2023 |
1. Sustainability Report (Page 359)
2. Sustainability Report (Page 360) |
| B.4.6 | How creditors' rights are safeguarded? |
PTBA discloses a policy and practices in regards how creditors' rights are safeguarded. The Company is committed to fulfilling creditors’ rights by making loan principal and interest payments on time. For this reason, the Company manages liquidity and monitors the due date for principal and interest payments on loans.
The information is stated in: Annual Report 2023 |
Annual Report (Page 225) |
| B.4.7 | Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? |
PTBA has a separate report/section that discusses its efforts on environment/economy and social issues. The information is stated in: 1. Sustainability Report 2023 2. Social and Environmental Responsibility Report 3. Annual Report 2023 |
1. Sustainability Report: Chapter 6 "Environment & Climate Change"; Chapter 9 "Society" and Chapter 10 "Economic Development"
2. Social and Environmental Responsibility Report Page 54 "Implementation of Environmental and Social Responsibility Activities in PTBA"
3. Annual Report Page 550 "Corporate Social Responsibility" https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
| B.5 | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | ||
| B.5.1 | Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
PTBA provides contact details via the company's website which stakeholders can use to voice their concerns and/or complaints for possible violation of their rights. E -mail: [email protected] Telephone: +62 21 527 4635
The information is published in: 1. Company's website - https://www.ptba.co.id/tata-kelola/mekanisme-pengaduan 2. Annual Report 2023 |
1. Company website https://www.ptba.co.id/tata-kelola/mekanisme-pengaduan 2. Annual Report (Page 68) |
| B.6 | Mechanisms for employee participation should be permitted to develop. | ||
| B.6.1 | Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? |
PTBA explicitly discloses the policies and practices on health, safety and welfare for its employees. PTBA has a committed safety system policy that contains guidelines for communication with external stakeholders. Through these policies and guidelines, PTBA has succeeded in achieving zero fatality and maximizing OHS handling. Since July 2010, PTBA has integrated all operational systems related to OHS management aspects into the Bukit Asam Management System (BAMS). In addition, OHS in PTBA refers to the following provisions including (i) Mining Safety Management System (SMKP), (ii) OHS Management System (SMK3) which has been accredited by an independent body based on Government Regulation of the Republic of Indonesia No. 50 of 2012 concerning the Implementation of SMK3, and (iii) ISO 45001:2018 as contained in the ISO 45001:2018 OHS Management System certification with a validity period until 2024 which is the 3rd certification obtained by PTBA.
The information is stated in: Sustainability Report 2023 |
1. Sustainability Report (Page 212) |
| B.6.2 | Does the company explicitly disclose the policies and practices on training and development programmes for its employees? |
PTBA explicitly discloses the policies and practices on training and development programmes for its employees. PTBA regularly organizes education and training programs for Human capital (HC) to increase their capacity and competence. The program is open to all employees regardless of gender, race, religion and others. In organizing education and training programs, PTBA refers to the Annual Training Plan which is prepared based on the Training Need Analysis (TNA) to meet the needs and demands of the profession/certification. During the reporting year, PTBA held education and training as many as 396 development program which were participated in by all of the employees. The program is organized internally and externally, namely by sending employee delegations or establishing cooperation in providing education and training with third parties. PTBA also provides the table of Education and Training and Average Employee Training Hours for 2023.
The information is stated in: Sustainability Report 2023 |
1. Sustainability Report (Page 242) |
| B.6.3 | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? |
PTBA has a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures. The Company realizes that employee training is important to fulfill technical and regulatory requirements. One of them is the Professional and Certification Program, which is the Company’s long-term investment in improving employee’s performances in the future. This program has been tailored to the annual Training Plan which is created based on each employee’s Individual Development Plan. The Company invests to human capital by granted scholarship for the employees, this aims to enrich the quality of PTBA’s human capital. The employees who got scholarship from the company and have graduated are required to work at the Company in accordance with the duration mentioned in the contract.
The information is stated in: Annual Report 2023 |
1. Annual Report (Page 121) 2. Annual Report (Page 515) |
| B.7 | Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. | ||
| B.7.1 | Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report |
PTBA has a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website and annual report. The Company determines WBS through Joint Decree of the Board of Commissioners and Directors No. 06/DEKOM/ VIII/2020 and No. 395/0100/2020 dated August 31, 2020, concerning Ratification of the Violation Reporting System Guidelines. Violation reports can be submitted to the Company through the channel provided, namely: Website : http://www.ptba.co.id Email : [email protected] Telephone : +62 21 527 4635
The mechanism for violation reports submissions is as follows: 1. The reporter submits a written or oral report (as initial information). 2. Written reports can be submitted via electronic mail (e-mail) and oral reports can be submitted via telephone. 3. The reporter provides information regarding personal data. Anonymous reporting will not be followed up. 4. The reporter must provide initial indications that can be accounted for, including the problem being reported, the parties involved, the location of the incident, the time of the incident, the brief story, whether there is evidence, whether this case has ever been reported to other institutions/parties, and whether this case has ever been reported. or happened before.
The information is stated in: 1. Company's website - https://www.ptba.co.id/ 2. Annual Report 2023 |
1. Annual Report (Page 529) 2. Annual Report (Page 530) 3. Company website https://www.ptba.co.id/tata-kelola/sistem-pelaporan-pelanggaran |
| B.7.2 | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? |
PTBA discloses the policy to protect the confidentiality and/or privacy of employee/person who reveals alleged illegal/unethical behavior from retaliation. The mechanism for submitting complaints and handling complaints is implemented in accordance with the Joint Decree of the Board of Commissioners and Directors of PT Bukit Asam Tbk No.06/DEKOM/VIII/2020 and No. 395/0100/2020 concerning Guidelines for the Violation Reporting System (Whistleblowing System) of PT Bukit Asam Tbk. The Guidelines for Reporting Violations regulate the main issues regarding the reporting mechanism, including: 1. Information and methods for reporting violations via WBS; 2. Reporting Management; 3. Whistleblower Protection; 4. Follow up on the Report including the sanctions rules applied.
In managing Violation Complaint Reports submitted to the Company, PTBA provides protection for whistleblowers, in the form of: 1. Confidentiality of the whistleblower identity (name, address, telephone number, facsimile, email, work unit); 2. Protection against countermeasures from the reported party or institution; 3. Protection from pressure, postponement of promotion/ position, dismissal, lawsuits, property, to physical actions; 4. The protection does not only apply to the whistleblower but can be extended to the whistleblower family member.
The information is stated in: Annual Report 2023 |
1. Annual Report (Page 530) 2. Annual Report (Page 532) |
| Part | Item | Company Practice in 2023 | Source Information | |
| C.1 | Transparent ownership structure | |||
| C.1.1 | Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
PTBA reveals the information on shareholdings and the identity of beneficial owners holding 5% or more of the shares. Information regarding the identity of beneficial owners, holding 5% shareholding or more has been revealed in the 2023 annual report and company's website. PTBA becomes a subsidiary or company controlled by PT Mineral Industri Indonesia (Persero) as of March 21, 2023 and PT Mineral Industri Indonesia (Persero) acts as the parent or main shareholder of PTBA.
The information is stated in: Annual Report 2023 |
1. Annual Report 2023 (Page 140 & 143) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf 2. Annual Report 2023 (Page 146) 3. PTBA Company Website |
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| C.1.2 | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? |
PTBA discloses the direct and indirect shareholdings of shareholders. The table composition of the Top 20 Shareholders can be found in Annual Report page 142 PTBA becomes a subsidiary or company controlled by PT Mineral Industri Indonesia (Persero) as of March 21, 2023 and PT Mineral Industri Indonesia (Persero) acts as the parent or main shareholder of PTBA
The information is stated in: 1. Annual Report 2023 |
1. Annual Report 2023 (Page 142)
2. Annual Report 2023 (Page 146) |
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| C.1.3 | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
PTBA discloses the direct and indirect (deemed) shareholdings of Board of Commissioners. PTBA Board of Commissioners does not hold any shares of PTBA.
The information is stated in: Annual Report 2023 |
1. Annual Report 2023 (Page 144) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.1.4 | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
PTBA discloses the direct and indirect (deemed) shareholdings of Board of Directors. The information of Company Share Ownership by Board of Commissioners and Board of Directors can be found in Annual Report 2023 page 144.
The information is stated in: Annual Report 2023 |
1. Annual Report 2023 (Page 144) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.1.5 | Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? |
PTBA discloses details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs). There are 8 (eight) Subsidiaries through Direct Ownership, 8 (eight) Subsidiaries through Indirect Ownership, 3 (three) Joint Venture, and 1 (one) Associate as presented in the table and can be found in Annual Report 2023, page 149-151.
The information is stated in: Annual Report 2023 |
1. Annual Report 2023 (Page 149-151) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.2 | Quality of Annual Report | |||
| C.2.1 | Corporate objectives |
PTBA discloses the corporate objective in the 2023. The aim and objective of the Company is to carry out business in the field of mineral development, especially coal mining in accordance with the provisions of applicable laws and regulations, as well as optimizing the utilization of resources owned by the Company to produce high quality and competitive goods and/or services to obtain/pursue profits to increase the value of the Company by applying the principles of Limited Liability Companies. Entering 2024, the Company has set a number of targets as outlined in the 2024 WP&B, which was prepared based on anumber of assumptions and by considering the Company’s performance in 2023. For production and purchase, PTBA targets 41.34 million tons in 2024. For the Company, developing New Renewable Energy (EBT) businesses like Solar Panel Power Plants (SPPP) and Wind Power Plants is a key part of its long-term strategy to achieve its vision and mission. PTBA aims to achieve sustainable business growth and transition into an energy-based company by 2030, with a revenue target of 30% from the energy sector. To achieve this goal, the company has formed strategic partnerships to enhance competitiveness and mitigate investment risks
The information is stated in: Annual Report 2023 |
1. Annual Report 2023 (Page 79) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf
2. Annual Report 2023 (Page 236) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf
3. Annual Report 2023 (Page 4) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.2.2 | Financial performance indicators |
PTBA discloses financial performance indicators. Financial performance indicators are presented in the table of Financial Ratios and Other Important Ratios, among others: Operating Profit Margin, Net Profit Margin, ROA and ROE etc.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 24) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.2.3 | Non-financial performance indicators |
PTBA discloses non financial performance indicators. The disclosure in regards to non-financial performance indicators which include Customer Satisfaction Score, Employee Turnover Rate, Number of Work Accident Case and Percentage of Female Employee.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 555) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.2.4 | Dividend policy |
PTBA's annual report discloses dividend policy. As referring to Law no. 40 of 2007 concerning Limited Liability Companies, the Company distributes dividends based on the decisions of the Annual GMS or Extraordinary GMS. The dividend distribution policy is in accordance with the Company’s Articles of Association, namely by considering the Initial Public Offering (IPO) Prospectus conducted by the Company in 2002. In this Prospectus, the Company has established a cash dividend policy of at least 30% (thirty percent) of profit after tax, unless otherwise determined by the GMS.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 237-238) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.2.5 | Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners |
PTBA discloses the biographical details of all directors/commissioners.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 96-100; 104-111) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| Corporate Governance Confirmation Statement | ||||
| C.2.6 | Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? |
The annual report contains a statement confirming PTBA's full compliance with the code of corporate governance based on POJK and PUG-KI. In line with the Financial Services Authority (OJK) Regulation No. 21/POJK.04/2015 concerning the Implementation of Public Company Governance Guidelines and SEOJK No. 32/ SEOJK.04/2015 concerning Guidelines for Public Company Governance, there are five aspects, eight principles, and 25 recommendations of governance submitted by OJK. PTBA implements these aspects, principles, and recommendations based on the “comply or explain” approach. Based on General Guidelines for Indonesian Corporate Governance (PUG-KI), it is stated that PTBA have complied with the guidelines. Some of the recommendation has to be applied.
The information is stated in: Annual Report 2023 |
1. Annual Report 2023 (Page 287) 2. Annual Report 2023Page 703) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.3 | Remuneration of Members of the Board and Key Executives | |||
| C.3.1 | Is there disclosure of the fee structure for non-executive directors/commissioners? |
PTBA discloses the fee structure for non-executive directors/commissioners. As stated on the table of nominal amount/ component of remuneration received by the Board of Commissioners and Board of Directors in the 2023 fiscal year.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 395) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.3.2 | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each non-executive director/commissioner? |
PTBA discloses the details of remuneration of each commissioner. As stated on the table of nominal amount/ component of remuneration received by the Board of Commissioners and Board of Directors in the 2023 fiscal year.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 395) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.3.3 | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? |
PTBA dislcoses the details of short term incentives for the Board of Directors and CEO. As stated on the table of nominal amount/ component of remuneration received by the Board of Commissioners and Board of Directors in the 2023 fiscal year.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 396) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.3.4 | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]? |
PTBA discloses the details of remuneration of each of the executive directors and CEO in the annual report. As stated on the table of nominal amount/ component of remuneration received by the Board of Commissioners and Board of Directors in the 2023 fiscal year.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 396) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.4 | Disclosure of related party transaactions (RPT) | |||
| C.4.1 | Does the company disclose its policy covering the review and approval of material RPTs? |
PTBA discloses their policy covering the review and approval of materials RPTs. The policy on material transactions contains conflicts of interest and/or transactions with affiliates/related parties. Material transactions containing conflicts of interest and/or transactions with affiliated/related parties, carried out by the Company, always consider the precautionary principle in accordance with generally accepted business practices and complying with OJK Regulation No. 42/POJK.04/2020 concerning Affiliate Transactions and Conflict of Interest Transactions, as well as PSAK No. 7 concerning Disclosures of Related Parties. The review mechanism for material transactions containing conflicts of interest and/or transactions with affiliated/ related parties is carried out through an audit process by the Audit Committee, with the results reported to the Board of Commissioners.
The information is stated in: Annual Report 2023 |
|
|
| C.4.2 | Does the company disclose the name, relationship, nature and value for each material RPTs? |
PTBA discloses the name, relationship, nature and value for each material RPTs. PTBA and its business group have entered into transactions with certain related parties, in accordance with PSAK No. 7, “Related Party Disclosures”. Meanwhile, based on OJK Regulation No. VIII.G.7, entities related to the Government are entities that are controlled, jointly controlled, or significantly influenced by the Government. The information related to the names of related parties and the nature of relationships and transactions is presented in the table of names of Related Parties and Nature of Relationships and Transactions. PTBA provides the details of transactions and balances with related parties in 2023 and 2022 are presented in the table of ransactions and balances with related parties.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 244-246) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.5 | Directors and commissioners dealings in shares of the company | |||
| C.5.1 | Does the company disclose trading in the company's shares by insiders? |
PTBA discloses trading in the company shares by insiders. As of 2023, there are two members of BOD holding shares.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 144 ) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.6 | External auditor and Auditor Report Where the same audit firm is engaged for both audit and non-audit services |
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| C.6.1 | Are the audit and non-audit fees disclosed? |
PTBA discloses its audit fees and the auditor does not provide other audit services. In 2023, there is no other services provided by the Public Accountant Firm that conducted the audit on Company Financial Statements Audit Fee 2023 (in IDR): 3.194.583.165 Non-Audit Fee 2023 (in IDR): 0
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 487) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.6.2 | Does the non-audit fee exceed the audit fees? |
The non-audit fees does not exceed the audit fees. In 2023, there is no other services provided by the Public Accountant Firm that conducted the audit on Company Financial Statements" Audit Fee 2023 (in IDR): 3.194.583.165 Non-Audit Fee 2023 (in IDR): 0
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 487) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.7 | Medium of communications Does the company use the following modes of communication? |
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| C.7.1 | Quarterly reporting |
PTBA uses Quarterly Financial Report as medium of communication with the shareholders and stakeholders. Such quarterly reports may be downloaded on PTBA Website. Throughout 2023, the company publishes 3 quarterly financial report such as: 1. Interim Consolidated Financial Statements 31 March 2023 and 31 December 2022 2. Interim Consolidated Financial Statements 30 June 2023 and 31 December 2022 3. Interim Consolidated Financial Statements 30 September 2023 and 31 December 2022
The information is stated in: Company Website |
PTBA Company Website https://www.ptba.co.id/en/company-report/quarterly-financial-report |
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| C.7.2 | Company website |
PTBA uses company website as a medium of communication and easy to access.
The information is stated in: Company Website |
PTBA Company Website |
|
| C.7.3 | Analyst's briefing |
PTBA provides analyst's meeting as a medium of communication. The materials of Analyst Meeting can be accessed through Bukit asam's website in Company Presentation. Throughout 2023, PTBA Investor Relations activities and interactions with investors, analysts and capital market players including Organized 4 (four) Analyst Meetings in a year, Interactions and discussion with investors and analysts via teleconferencing and in-house meetings, The 2023 Public Expose on November 27, 2023, was held online via video conference call in collaboration with the Indonesian Stock Exchange, Site visits to PTBA work units with the involvement of existing shareholders, potential investors, analysts and the public (general public) and Info memo 4 (four) times.
The information is stated in: Annual Report 2023 |
1.PTBA Company Website 2. Annual Report 2023 (Page 452) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.7.4 | Media briefings /press conferences |
PTBA uses media briefings /press conferences as a medium of communication. The 2023 Public Expose on November 27, 2023, was held online via video conference call in collaboration with the Indonesian Stock Exchange. In this public expose, company management explained the company’s operational and financial performance as well as the company’s future development strategy. In 2023, PTBA conducts 3 (three) press conferences are as follow: 1. 9 March 2023 2. 15 June 2023 3. 27 November 2023
The information is stated in: Annual Report 2023 |
1. Annual Report 2023 (Page 452 - Corporate Communication & Government Relation Activity) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf 2. PTBA Company Website |
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| C.8 | Timely filing/release of annual/financial reports | |||
| C.8.1 | Are the audited annual financial report / statement released within 120 days from the financial year end? |
PTBA's 2023 Financial Statements (audited) is issued on 4 March 2024, as shown in IDX Website, namely Signed FS PTBA 1223 (Final).
The information is stated in: Exchange website |
Exchange website (Financial Report -> Stock -> PTBA -> 2023) https://www.idx.co.id/en/listed-companies/financial-statements-and-annual-report -> Signed FS PTBA 1223 (Final).pdf |
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| C.8.2 | Is the annual report released within 120 days from the financial year end? |
PTBA's 2023 Annual Report is issued on 16 April 2024, as shown in IDX Website,namely AnnualReport2023-PTBA-att1
The information is stated in: Exchange Website |
Exchange Website (Annual Report -> Stock -> PTBA -> 2023) https://www.idx.co.id/en/listed-companies/financial-statements-and-annual-report |
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| C.8.3 | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? |
The true and fairness/fair representation of the annual financial statement/reports is affirmed by the BOC and BOD. Board of Directors declare that all information has been disclosed in a complete and truthful manner in the Group's consolidated financial statements.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 563) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| C.9 | Company website Does the company have a website disclosing up-to-date information on the following: |
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| C.9.1 | Financial statements/reports (latest quarterly) |
PTBA discloses up-to-date information in regards to the latest quarterly financial statement on the company's website. Throughout 2024, the company publishes one quarterly financial report (on 30 April 2024) such as: 1. Interim Consolidated Financial Statements 31 March 2024 and 31 December 2023
The information is available in: Company's Website |
PTBA Company Website |
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| C.9.2 | Materials provided in briefings to analysts and media |
PTBA discloses up-to-date information in regards to materials provided in briefings to analysts and media in the form of public expose. on the company's website.
The information is available in: Company's Website |
PTBA Company Website - Press Conference - Company Presentation |
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| C.9.3 | Downloadable annual report |
PTBA provides downloadable annual report on company's website.
The information is available in: Company Wesbite |
PTBA Company Wesbite |
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| C.9.4 | Notice of AGM and/or EGM |
PTBA publishes up-to-date information in regards to notice of AGM on company's website. Date of Notice of AGM: 16 April 2024 PTBA does not conduct any EGM in 2024.
The information is available in: Company Website |
Invitation AGM of Shareholders https://www.ptba.co.id/uploads/ptba_pengumuman/20230524154409-2023-05-24ptba_pengumuman154406.pdf |
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| C.9.5 | Minutes of AGM and/or EGM |
PTBA publishes up-to-date information in regards to Minutes of AGM on company's website. Date of Minutes of AGM : 24 June 2024 PTBA does not conduct any EGM in 2024.
The information is available in: Company Website |
Minutes of an AGM of Shareholders for Financial Year 2023 https://www.ptba.co.id/uploads/ptba_pengumuman/20240723135348-2024-07-23ptba_pengumuman135344.pdf |
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| C.9.6 | Company's constitution (company's by-laws, memorandum and articles of association) |
PTBA publishes up-to-date information in regards to the company's constitution on company's website.
The information is available in: Company Website |
PTBA Company Wesbite (GCG -> Articles of Association) https://www.ptba.co.id/gcg/good-corporate-governance#articles-of-association |
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| C.10 | Investor relations | |||
| C.10.1 | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? |
PTBA discloses the email address of the officer responsible for investor relations. Email : [email protected]
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 68) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
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| Part | Item | Company Practice in 2023 | Source Information |
| D.1 | Board Duties and Responsibilities | ||
| Clearly defined board responsibilities and corporate governance policy | |||
| D.1.1 | Does the company disclose its corporate governance policy / board charter? |
PTBA discloses its corporate governance policy or board charter.
The information is stated in: 1. Company's Website - Corporate Governance Policy 2. Company's Website - Charter of BoC 3. Company's Website - Charter of BoD |
1. Company's Website - Corporate Governance Policy https://www.ptba.co.id/uploads/ptba_gcg_coc/20240507093759-2024-05-07ptba_gcg_coc093755.pdf
2. Company's Website - Charter of BoC
3. Company's Website - Charter of BoD |
| D.1.2 | Are the types of decisions requiring board of directors/commissioners' approval disclosed ? |
PTBA discloses the types of decisions requiring board of directors/commissioners' approval. In accordance with the Articles of Association Article 12 paragraph 7 and the Letter of the Minister of SOEs as the Series A Dwiwarna Shareholder of PT Bukit Asam Tbk No. S-581/MBU/09/2018 dated September 6, 2018, regarding Approval of Proposed Limitations and/or Criteria for the Authority of the Board of Commissioners of PT Bukit Asam Tbk, regulates the actions of the Board of Directors which require approval from the Board of Commissioners. In 2023, there were several corporate actions that have received approval from the Board of Commissioners as follows: 1. Appointment of Director of PT Bukit Multi Investama 2. Approval of Asset Write-Off and Auction 3. Approval of Additional Capital Deposits to PT Bukit Asam Prima for the Additional Capital Deposits to PT Bukit Prima Bahari 4. Appointment of Director of PT Bukit Asam Prima (BAP) 5. Approval of the Realization of Additional Capital Deposits to PT Batubara Bukit Kendi ... 19.Approval of Cost Overrun Principles for the Sumsel-8 CFPP The Board of Directors must obtain written approval from the Board of Commissioners, Series A Dwiwarna Shareholders/ Proxies, or the GMS, for actions classified in accordance with the provisions of the Company’s Articles of Association, Letter from the Minister of State-Owned Enterprises No. S-581/ MBU/09/2018 dated September 6, 2018, regarding Approval of Proposed Limits and/or Criteria for the Authority of the Board of Commissioners of PT Bukit Asam Tbk (“Threshold”), and Special Power of Attorney from the Minister of State- Owned Enterprises to PT Mineral Industri Indonesia (Persero) No. SKK-19/MBU/03/2023 regarding the power to implement Dwiwarna series A rights at PT Bukit Asam Tbk along with changes including the following aspects and levels of approval: a. Approval Level Based on Company Threshold (GMS, Board of Commissioners & Series A Dwiwarna, Board of Commissioners and Directors) 1. Releasing/transferring and/or pledging Company assets, except those recorded as inventory 2. Establish cooperation with business entities or other parties, in the form of KSO, KSU, licensing cooperation, BGS, BSG, BGM, and other agreements of the same nature 3. Make an investment, release an investment, and changes in capital structure in other companies 4. Establishing subsidiaries and/or joint ventures 5. Conducting mergers, consolidations, takeovers, separations, dissolution of Subsidiaries and Joint Ventures, including capital participation in other companies through Subsidiaries 6. Binding the Company as guarantor (borg/avalist) 7. Receive long/medium term loans and give operational medium/long term loans 8. Give non-operational short/medium/long term loans, except for loans to Subsidiaries 9. Erase bad debts and dead inventory 10. Propose Company representatives to become candidates for members of the Board of Directors and Board of Commissioners in Subsidiaries who make significant contributions to the Company and/or have strategic value as determined by the Board of Commissioners
The information is stated in: 1. Annual Report 2023 |
Annual Report 2023 1. Directors’ Decisions Requiring Approval from the Board of Commissioners, page 349 2. Board of Directors’ Decisions Requiring Approval from the Board of Commissioners, Series A Dwiwarna Shareholders/Proxies, and the GMS , page 363-364 |
| D.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
PTBA states the roles and responsibilities of the board of Directors/Commissioners in the Annual Report 2023. The Board of Commissioners is responsible to supervise management policies, the implementation of management in general regarding the Company and the Company’s business carried out by the Board of Directors, and providing advice to the Board of Directors including the implementation of the Company’s Long Term Plan, the Company’s Annual Work Plan and Budget, Directors’ Management Contracts and Budget provisions, and the Company’s principles. The Board of Directors must carry out all actions related to and being responsible for the management of the Company for the interests of the Company in accordance with the aims and objectives of the Company.
The information is stated in: Annual Report 2023 |
Annual Report 2023 1. Duties and Responsibilities of the Board of Commissioners, Page 319 2. Duties and Responsibilities of the Board of Directors, Page 354 |
| Corporate Vision/Mission | |||
| D.1.4 | Does the company have an updated vision and mission statement? |
PTBA has an updated vision and mission statement. Board of Commissioners and the Board of Directors have reviewed and assessed that the Company’s Vision and Mission are still relevant to the developments and conditions of the business environment in 2023 as well as the direction and objectives of the Company’s business.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Management Review on the Vision and Mission, page 74 |
| D.1.5 | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? |
The Board of Directors plays a leading role in the process of developing and reviewing the company's strategy annually. The Board of Commissioners has reviewed and provided responses to the 2024 Company Work Plan and Budget (WP&B) which has been prepared by the Board of Directors. The Board of Directors together with the management team formulate business targets, budgets, strategies, and strategic policies before the current year in the form of a Company Work Plan and Budget (WP&B) based on assumptions about developments in external and internal conditions. External conditions may include economic growth projections, macroeconomic indicators, social conditions, market conditions, and business competition. Meanwhile, internal conditions include, among other things, human resource readiness, production capacity, and historical sales data.
The information is stated in: Annual Report 2023 |
Annual Report 2023 1. Board of Commissioners’ Views on 2024 Business Outlook, page 46 2. Roles of the Board of Directors in the Formulation and Implementation of Strategy and Strategic Policy, page 58-59 |
| D.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
The Board of Directors has a process to review, monitor and oversee the implementation of the corporate strategy. The preparation of the Company’s strategy and strategic policies in an effort to achieve targets must be carried out carefully and comprehensively. The Board of Directors plays an important role in formulating and ensuring the realization of established strategic policies, including: • Formulate the Company’s vision, mission, and strategy, and translate them into long-term and short-term plans, and lead their implementation; • Ensure that the implementation of the formulated strategy meets all applicable laws and regulations and the Company’s internal regulations; The Board of Directors ensures that all these strategies must be properly implemented by consistent monitoring, including by holding regular Board of Directors meetings by inviting the heads of relevant work units, to deliver all Company policies to all employees. Throughout 2023, the Board of Directors held 36 meetings and 13 joint meetings with the Board of Commissioners. The Board of Directors assesses that the implementation of the Company’s strategy is in accordance with the direction and policies set out in the WP&B.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Roles of the Board of Directors in the Formulation and Implementation of Strategy and Strategic Policy, page 58-59 |
| D.2 | Board structure | ||
| Code of Ethics or Conduct | |||
| D.2.1 | Are the details of the code of ethics or conduct disclosed? |
PTBA discloses the details of the code of conduct. The company has a Code of Conducts guidelines that regulate ethical values and standards of behavior that must be adhered to by PTBA employees. Code of Conducts guidelines are established by Joint Decree of the Board of Commissioners and Directors of PT Bukit Asam Tbk No. 20/SK/PTBA-DEKOM/2023 and No. 277/0100/2023 dated December 29, 2023, concerning the Behaviour and Business Ethics of PT Bukit Asam Tbk (Code of Conduct). The Guidelines contain regulations on 2 (two) fundamental aspects of behavior, namely Business Ethics and Individual Behavior Ethics as standards of behavior for every Company Person. The Code of Conducts guidelines are expected to build a harmonious relationship between the interests of the Company’s operations and business and the interests of every stakeholder within the Company’s operations and business circle, as well as those affected by the Company’s operations and business activities. The Code of Conducts guidelines apply to all Company Personnel at all organizational levels, starting from the Board of Commissioners, Directors, Company Employees, including those in subsidiaries. The contents of the Code of Conducts Guidelines must be read and understood, and the statement sheet regarding compliance with the Code of Conducts Guidelines must be signed. Violations of the Code of Conducts committed by PTBA employees will be subject to sanctions in accordance with the applicable rules and regulations in the Company based on the provisions of the Collective Labor Agreement. Meanwhile, violations of the Code of Conducts committed by customers and work partners will be dealt in accordance with the provisions stated in the contract.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Code of Conduct, page 525, 527-528 |
| D.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code/s? |
All directors/commissioners, senior management and employees are required to comply with the code/s. The Code of Conducts guidelines apply to all Company Personnel at all organizational levels, starting from the Board of Commissioners, Directors, Company Employees, including those in subsidiaries. The contents of the Code of Conducts Guidelines must be read and understood, and the statement sheet regarding compliance with the Code of Conducts Guidelines must be signed.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Compliance Disclosure that the Code of Conducts Apply to All Levels of Organization, page 527 |
| D.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? |
PTBA has a process to implement and monitor compliance with the code/s of ethics or conduct The Code of Conducts guidelines apply to all Company Personnel at all organizational levels, starting from the Board of Commissioners, Directors, Company Employees, including those in subsidiaries. The contents of the Code of Conducts Guidelines must be read and understood, and the statement sheet regarding compliance with the Code of Conducts Guidelines must be signed. The socialization of the code of ethics or code of conduct is conducted quarterly, disseminated through company emails as well as through the CISEA GSG application. Additionally, in 2023, the Code of Ethics socialization was also carried out by distributing the Code of Ethics Guidelines book to all PTBA employees. All PTBA employees have completed the integrity pact COC filling via the CISEA GCG application, with a status of 100% for the reporting period of 2023. Efforts to enforce the Code of Conducts in PTBA are carried out through: 1. Filling out the Integrity Pact; 2. Socialization of the Code of Conducts Guidelines and other related policies; 3. Effective enforcement and implementation of other policies that support the implementation of the Code of Conducts; and 4. Follow up on Violation Complaint Reports.
The information is stated in: Annual Report 2023 Code of Conduct PT Bukit Asam Tbk 2023 |
Annual Report 2023, Code of Conduct, page 527-528
Code of Conduct PT Bukit Asam Tbk 2023 https://www.ptba.co.id/uploads/ptba_kode_etik/20240507140458-2024-05-07ptba_kode_etik140455.pdf
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| Board Structure & Composition | |||
| D.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
The independent directors/commissioners of PTBA make up at least 50% of the board of directors/commissioners The Board of Commissioners composition for the period June 15, 2023 – December 31, 2023 was 6 (six) people consisting of 1 (one) President Commissioner, 3 (three) Independent Commissioners and 2 (two) Commissioners.The composition and members of the Board of Commissioners are as follow: 1. Irwandy Arif: President Commissioner 2. Kurnia Toha: Independent Commissioner 3. Rahmat Hidaya Pulungan: Independent Commissioner 4. Andi Pahril Pawi: Independent Commissioner 5. E. Piterdono HZ: Commissioner 6. Carlo Brix Tewu: Commissioner
The information is stated in: Annual Report 2023 Company Website |
Annual Report 2023, BoC Profile, Page 112
Company Website https://www.ptba.co.id/about-us/organisation#board-of-commissioners
|
| D.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners? 1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
The company is a subsidiary of SOE and has a term limit of 2 terms of five years each for its independent directors/commissioners. As stated in the company's website bukit Asam is a leading Indonesian state-owned mining company (BUMN) and a member of MIND ID group. Bukit Asam carries out the mission of providing maximum contribution to environmental sustainability and a better life on earth. Members of the Board of Commissioners are appointed for a period starting from the date determined by the GMS that appointed them and ends at the closing of the 5th Annual GMS after the date of appointment, with the requirement of not exceeding the 5 (five) years period by considering capital market laws and regulations, but without prejudice to the right of GMS to dismiss members of the Board of Commissioners before their term of office ends. After the term of office ends, members of the Board of Commissioners can be reappointed by the GMS for one term of office.
The information is stated in: 1. Annual Report 2023 2. Articles of Association 3. Company Website |
1. Annual Report 2023, Term of Office, Page 316
2. Articles of Association, Article 14 paragraph 14 letter a
3. Company Website |
| D.2.6 | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
PTBA prohibits individual independent or non-executive directors/commissioners from holding concurrent positions. In accordance with Article 14 paragraph (29) of the Company’s Articles of Association and the Charter of the Board of Commissioners, members of the Board of Commissioners are prohibited from holding concurrent positions as follows: 1. Members of the Board of Directors in State-Owned Enterprises, Regional-Owned Enterprises, private-owned enterprises, except for Members of the Board of Directors in State-Owned Enterprises as the largest Series B Shareholders; 2. Members of the Board of Commissioners/Supervisory Board of SOEs, except based on special assignments from the Minister, 3. Political party administrators and/or candidates/members of the DPR, DPD, provincial DPRD, and district/city DPRD and/or candidates for regional head/deputy regional head; 4. Other positions by statutory provisions are prohibited from holding concurrent positions; 5. Other positions that may give rise to a conflict of interest.
The information is stated in: Annual Report 2023 Company's Articles of Association |
Annual Report 2023, Page 330-331
Articles of Association, Article 14 paragraph (29)
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| D.2.7 | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
PTBA does not have any executive directors who serve on more than two boards of listed companies outside of the group.
The information is stated in: Annual Report 2023 |
Annual Report 2023 - Board of Directors' Profile - Page 96-100, Page 366-367
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| Nominating Committee | |||
| D.2.8 | Does the company have a Nominating Committee? |
PTBA has a Nominating Committee. The Business Risk, Post-mining, CSR, Nomination, Remuneration & Human Capital Development Committee is under the Board of Commissioners to assist the implementation of the duties and responsibilities of the Board of Commissioners, related to controlling business risks, implementing nominations, remuneration, and developing human resources within PTBA. In 2023, there were changes to the composition of the Business Risk, Post-mining, CSR, Nomination, Remuneration & HCD Committees. In order to comply with corporate governance and applicable regulations, on December 15, 2023, the name of the committee was changed to the Integrated Risk & Governance Monitoring Committee. Meanwhile, the Nomination, Remuneration & HCD functions are carried out by a separate Committee, namely the Nomination & Remuneration Committee.
The information is stated in: Annual Report 2023 |
1. Annual Report 2023, Page 432
2. Annual Report 2023, Page 435
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| D.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? |
The Nominating Committee comprises of a majority of independent directors/commissioners. The Nominating Committee consists of a majority of independent directors/commissioners. Two out of three (66.67%) committee members are Independent Commissioners: 1 (one) members (the Chairman of the Committee) are Independent Commissioners 1 (one) member is a Non Independent Commissioner, and 1 (one) member is an Independent Party
The information is stated in: Annual Report 2023 |
Annual Report 2023, Profile of the Nomination and Remuneration Committee, Page 417-420 https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
| D.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? |
Chairman of Nomination and Remuneration Committee of PTBA is Mr. Kurnia Toha, Independent Commissioner of the company.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Profile of the Nomination and Remuneration Committee, Page 417-418 |
| D.2.11 | Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? |
PTBA discloses the terms of reference/ governance structure/ charter of the Nominating Committee. Work Guidelines/Charter for the Nomination and Remuneration Committee is based on the Board of Commissioners’ Decree No. 06/SK/PTBA- KOM/VIII/2021 dated August 30, 2021, concerning the Determination of the Charter of the Business Risk, Post- mining, CSR, Nomination, Remuneration and Human Capital Development Committee. This guideline has been prepared as a reference for implementing the duties of the Business Risk, Post-mining, CSR, Nomination, Remuneration and Human Capital Development Committees. The Charter is periodically evaluated to ensure the Company’s compliance with applicable regulations. As of 15 December 2023, PTBA splited the Business Risk, Post- mining, CSR, Nomination, Remuneration and Human Capital Development Committee to be Risk Oversight & Integrated GCG & Nomination & Remuneration. The Charter of Nomination & Remuneration Committe also uploaded on the Company's website as stated on the Board of Commissioners PTBA Nomor:19/SK/PTBA-DEKOM/XII/2023.
The information is stated in: 1. Annual Report 2023 2. Charter Nomination & Remuneration Committee |
1. Annual Report 2023, page 433
2. Charter Nomination & Remuneration Committee
|
| D.2.12 | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? |
PTBA discloses the meeting attendance (including number and date) of the meeting for the nomination and remuneration committee. Throughout 2023, the Nomination and Remuneration Committee has held 14 Meetings. The agenda and frequency of attendance can be found in Annual Report 2023.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Table of Meeting Agenda of RU, PT, CSR, NR & HCD Development Committee, Page 439 |
| Remuneration Committee / Compensation Committee | |||
| D.2.13 | Does the company have a Remuneration Committee? |
PTBA has a Remuneration Committee. The Business Risk, Post-mining, CSR, Nomination, Remuneration & Human Capital Development Committee is under the Board of Commissioners to assist the implementation of the duties and responsibilities of the Board of Commissioners, related to controlling business risks, implementing nominations, remuneration, and developing human resources within PTBA. In 2023, there were changes to the composition of the Business Risk, Post-mining, CSR, Nomination, Remuneration & HCD Committees. In order to comply with corporate governance and applicable regulations, on December 15, 2023, the name of the committee was changed to the Integrated Risk & Governance Monitoring Committee. Meanwhile, the Nomination, Remuneration & HCD functions are carried out by a separate Committee, namely the Nomination & Remuneration Committee.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Page 432 & Page 435 |
| D.2.14 | Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners ? |
The Remuneration Committee comprises entirely of non-executive directors/commissioners with a majority of independent directors/commissioners. The Remuneration Committee consists of a majority of independent directors/commissioners. Two out of three (66.67%) committee members are Independent Commissioners: 1 (one) members (the Chairman of the Committee) are Independent Commissioners 1 (one) member is a Non Independent Commissioner, and 1 (one) member is an Independent Party
The information is stated in: Annual Report 2023 |
Annual Report 2023, Profile of the Nomination and Remuneration Committee, Page 417-420 |
| D.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? |
Chairman of Nomination and Remuneration Committee of PTBA is Mr. Kurnia Toha, Independent Commissioner of the company.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Profile of the Nomination and Remuneration Committee, Page 417-418 |
| D.2.16 | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? |
PTBA discloses the terms of reference/ governance structure/ charter of the Remuneration Committee. Work Guidelines/Charter for the Nomination and Remuneration Committee is based on the Board of Commissioners’ Decree No. 06/SK/PTBA- KOM/VIII/2021 dated August 30, 2021, concerning the Determination of the Charter of the Business Risk, Post- mining, CSR, Nomination, Remuneration and Human Capital Development Committee. This guideline has been prepared as a reference for implementing the duties of the Business Risk, Post-mining, CSR, Nomination, Remuneration and Human Capital Development Committees. The Charter is periodically evaluated to ensure the Company’s compliance with applicable regulations. As of 15 December 2023, PTBA splited the Business Risk, Post- mining, CSR, Nomination, Remuneration and Human Capital Development Committee to be Risk Oversight & Integrated GCG & Nomination & Remuneration. The Charter of Nomination & Remuneration Committe also uploaded on the Company's website as stated on the Board of Commissioners PTBA Nomor:19/SK/PTBA-DEKOM/XII/2023.
The information is stated in: 1. Annual Report 2023 2. Charter Nomination & Remuneration Committee |
1. Annual Report 2023, page 433
2. Charter Nomination & Remuneration Committee |
| D.2.17 | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? |
PTBA discloses the meeting attendance (including number and date) of the meeting for the nomination and remuneration committee. Throughout 2023, the Nomination and Remuneration Committee has held 14 Meetings. The agenda and frequency of attendance can be found in Annual Report 2023.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Table of Meeting Agenda of RU, PT, CSR, NR & HCD Development Committee, Page 439 |
| Audit Committee | |||
| D.2.18 | Does the company have an Audit Committee? |
PTBA has an Audit Committee. Audit Committee is one of supporting organs of Board of Commissioners that was formed based on the Regulation of Minister of State for State-Owned Enterprises No. PER-3/MBU/2023. The Committee helps the Board of Commissioners in the supervisory function and gives advice to Board of Directors regarding the Company’s management, in accordance with the applicable law.
The information is stated in: Annual Report 2023 |
Annual Report 2023, AUDIT COMMITTEE, page 421 |
| D.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
The Audit Committee comprises entirely of non-executive directors/commissioners with a majority of independent directors/ commissioners. The composition of the Audit Committee for 2023 has changed 2 (two) times from the previous year The composition of the Audit Committee as of December 31, 2023, is as follows: 1. Andi Pahril Pawi : Independent Commissioner - Chairman 2. Kurnia Toha: Independent Commissioner - Vice Chairman 3. Dodi Masykur: Independent Party 4. Fadhila Achmadi Rosyid - Independent Party
Independent Commissioners and independent parties who are members of the Audit Committee make up 50% (fifty percent) of the total members of the Audit Committee
The information is stated in: Annual Report 2023 |
Annual Report 2023, AUDIT COMMITTEE - Page 407 |
| D.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? |
Chairman of Audit Committee of PTBA is Mr. Andi Pahril Pawi, Independent Commissioner of the company.
The information is stated in: Annual Report 2023 |
Annual Report 2023, AUDIT COMMITTEE - Page 407 |
| D.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
PTBA discloses the terms of reference/governance structure/charter of the Audit Committee. The Audit Committee has a Charter as a guideline in carrying out its duties, which the substance is in accordance with applicable regulations relating to the duties of the Audit Committee. The Audit Committee Charter is determined by the Board of Commissioners and evaluated periodically to ensure the Company’s compliance with OJK provisions and other related regulations. The update to the Audit Committee Charter was carried out in the year 2023 and was stipulated through Board of Commissioners Decree No. 18/SK/PTBA-KOM/XII/2023 dated December 31, 2023 concerning Audit Committee Charter of the Board of Commissioners of PT Bukit Asam Tbk. The Audit Committee Charter contains regulations regarding the position, authority, duties, and responsibilities of the Audit Committee, as well as boundaries and regulations for working relations between the Audit Committee and the Board of Commissioners, Directors, Internal Auditors, and External Auditors. PTBA discloses Charter of Audit Committee on the Company's website.
1. Annual Report 2023 2. Charter of Audit Committee |
1. Annual Report 2023, Audit Committee Work Guidelines/Charter, Page 422
2. Charter of Audit Committee
|
| D.2.22 | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
The independent commissioners does have accounting expertise (accounting qualification or experience). One of the audit committee members, Mr. Dodi Masykur, SE., Ak., CPA., QIA., CPI., CA, holds a Bachelor of Accounting degree from Andalas University (1998). He currently works as an Audit Partner at Hertanto Grace Karunawan KAP – The International Accounting Group (TIAG).
The information is stated in: Annual Report 2023 |
Annual Report 2023, Profile of the Audit Committee, page 410 |
| D.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? |
PTBA discloses the meeting attendance of the Audit Committee at least four times during the year. The Audit Committee holds regular meetings at least once every 1 (one) month. Audit Committee meetings are chaired by the Chair of the Audit Committee or the most senior member if the Chair of the Audit Committee is unable to attend. The Audit Committee can hold meetings with both Internal Auditors and External Auditors as needed. The Audit Committee through the Board of Commissioners can ask the Directors or Company employees to attend meetings and provide the necessary information. Throughout 2023, the Audit Committee has held 34 meetings as presented at the Table of Audit Committee Meeting Agenda.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Audit Committee Meeting, page 426-428 |
| D.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? |
The Audit Committee has primary responsibility for recommendation on the appointment, and removal of the external auditor The Audit Committee has duties and responsibilities related to the appointment of External Auditors, namely providing recommendations to the Board of Commissioners regarding the appointment of Public Accountants (External Auditors) independence, scope of work, and remuneration. Regarding the work carried out by Public Accountant Office as External Auditor, the Audit Committee carries out a review to ensure the effectiveness of the External Auditor’s duties. If the implementation of the External Auditor’s work is not in accordance with applicable standards and regulations, the Audit Committee can provide recommendations to the Board of Commissioners regarding the dismissal of the External Auditor.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Audit Committee Duties and Responsibilities to External Auditors, page 426 |
| D.3 | Board Processes | ||
| Board meetings and attendance | |||
| D.3.1 | Are the board of directors meeting scheduled before the start of financial year? |
Board of Directors meetings are held at least once every 1 (one) month. Board of Directors meetings are held by the Board of Directors, and all Board of Directors decisions are taken at Board of Directors meetings, both physically and circularly, as long as all members of the Board of Directors have been notified in writing and all members of the Board of Directors have given their approval regarding the proposals submitted. Therefore, all decisions taken have the same force with decisions legally taken at the Board of Directors meeting.
The information is stated in: 1. Annual Report 2023 2. Company Website |
Annual report 2023, Meeting Schedule, page 368
2. Company Website https://www.ptba.co.id/uploads/ptba_info_memo/20240725084154-2024-07-25ptba_info_memo084152.pdf
2. Company Website
|
| D.3.2 | Does the board of directors/commissioners meet at least six times during the year? |
The board of Commissioners and the Board of Directors meet more than six times during the year. Throughout 2023, the Board of Directors has held 39 internal meetings and joint meetings with the Board of Commissioners 14 times as presented in the Table of Board of Directors Internal Meeting Agenda and Board of Directors and Board of Commissioners’ Joint Meeting Agenda.
The information is stated in: Annual Report 2023 |
Annual report 2023,The 2023 Board of Directors Meeting, page 369 |
| D.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
Each of the directors/commissioners attended at least 75% of all the board meetings held during the year. Throughout 2023, the Board of Directors has held 39 internal meetings and joint meetings with the Board of Commissioners 14 times as presented at the Table of Board of Directors’ Attendance on Internal Meeting and Board of Directors and Table of Board of Directors’ Attendance in Joint Meetings with Board of Commissioners
The information is stated in: Annual Report 2023 |
Annual report 2023,The 2023 Board of Directors Meeting, page 376 |
| D.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? |
PTBA requires a minimum quorum for board decisions. Board of Commissioners meetings are valid and have the right to make binding decisions if attended or represented by more than 1/2 (half) of the members of the Board of Commissioners. A Board of Directors meeting is valid and has the right to make binding decisions if it is attended by more than 1/2 (half) of the number of members of the Board of Directors or their authorized representatives.
The information is stated in: Annual Report 2023 Company's Articles of Association |
Annual Report 2023, 1. Meeting Quorum, page 343 2. Meeting Quorum, page 368
Articles of Association, Article13, paragraph 13-15
|
| D.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? |
The non-executive commissioners of the company meet separately at least once during the year without any executives present. In 2023, the Board of Commissioners has held 19 internal meetings as presented at the Table of Internal Meeting Agenda for the Board of Commissioners.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Implementation of the 2023 Board of Commissioners Meeting, page 335 - 339 |
| Access to Information | |||
| D.3.6 | Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? |
PTBA discloses the policy related to the board papers. Members of the Board of Directors, whose proposed agenda is set as the meeting agenda, must prepare adequate material according to their proposed agenda.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Meeting Agenda, page 368 |
| D.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
The company secretary plays a significant role in supporting the board in discharging its responsibilities. Corporate Secretary Main Duties are as follows: 1. Monitor developments in the Capital Market, especially applicable laws and regulations in the Capital Market sector. 2. Provide input to the Board of Directors and Board of Commissioners to comply with statutory provisions in the Capital Market sector. 3. Carrying out activities related to the investor relations function including administration and storing Company documents including but not limited to the Shareholder Register, Special Register and minutes of Directors’ meetings, and GMS. 4. Carry out activities related to the function of public relations. 5.Fostering and controlling compliance with laws, regulations, and corporate governance in order to ensure the fulfillment of the provisions set by the capital market authority, SRO, and always trying to fulfill the laws and related provisions set by the Government. 6. Manage the secretariat of the Board of Directors to provide support for the Board of Directors in carrying out their duties and functions. 7. Assist the Board of Directors and Board of Commissioners in implementing corporate governance which includes: • Disclosure of information for decisions including theavailability of information on the Company’s website; • Submission of reports to OJK on time; • Organizing and documenting the GMS; • Organizing and documenting meetings of the Board of Directors and/or Board of Commissioners; • Implementation of an orientation program regarding decisions for the Board of Directors and/or Board of Commissioners.
The information is stated in: Annual Report 2023 Charter of Corporate Secretary |
Annual Report 2023, Corporate Secretary Main Duties, page 448
Charter of Corporate Secretary
|
| D.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? |
PTBA's secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments From 2020 to August 2023, PTBA appointed Mr. Apollonius Andwie C., S.E., M.M as company's secretary. He obtained Bachelor in Accounting from STIE Malang Kucecwara and Master Degree in Finance from LPPM. PTBA's secretary Mr. Niko Chandra, S.T., M.M, he obtained Bachelor in Engineering from Bandung Institute of Technology and graduated from Master of Management in PPM School of Management.
Throughout 2023, the company secretary participated in four training and seminar programs. The information about these programs is included in the table of Education and/or Training of Board of Commissioners, Board of Directors, Committees, Corporate Secretary, and Executive.
The information is stated in: Annual Report 2023 |
Annual Report 2023, 1. Profile of Corporate Secretary from August 10, 2023 - Present, page 447
2. Table of Education and/or Training of Board of Commissioners, Board of Directors, Committees, Corporate Secretary, and Executive, page 177
|
| Board Appointments and Re-Election | |||
| D.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? |
PTBA discloses the criteria used in selecting new directors/commissioners. The appointment of members of the Company’s Board of Commissioners and Directors is within the authority of the Shareholders. As a holding member, the appointment procedures for the Board of Commissioners and Directors of PTBA refer to the Minister of State-Owned Enterprises Regulation No. PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises. All prospective members of the Board of Commissioners and Directors of PTBA must meet formal and material requirements, as well as other requirements stipulated in these provisions; including passing the Fit and Proper Test (UKK). The appointment of the Board of Commissioners and Directors is carried out by Shareholders through a GMS Resolution. Criteria for Board of Commissioners Persons who can be appointed as members of the Board of Commissioners are individuals who can fulfill the following requirements at the time of appointment and during their term of office: 1. Have good morals and integrity; 2. Capable of carrying out legal actions; 3. Within 5 (five) years before appointment and during office must: a. Never declared bankruptcy; b. Never been a member of the Board of Directors and/ or Board of Commissioners who was found guilty of causing bankruptcy in a company; c. Never been convicted of committing a criminal act that is detrimental to state finances and/or related to the financial sector and; d. Never been a member of the Board of Directors and/or Board of Commissioners while serving: • Never held an Annual GMS; • Their accountability as a member of the Board of Directors and/or member of the Board of Commissioners has never been accepted by the GMS or has never given their accountability as a member of the Board of Directors and/or member of the Board of Commissioners to the GMS and; Have ever led a company to obtain a permit agreement or registration from OJK does not fulfill the obligation to submit annual reports and/or financial reports to OJK. 4. Have a commitment to comply with statutory regulations; 5. Have knowledge and/or expertise in the field required by the Company; 6. Fulfill other requirements as stipulated in the nomination provisions, including the requirements in the Limited Liability Company Law, capital market regulations, and other laws and regulations applied to the Company and other laws related to the Company’s business activities. Criteria for Board of Directors The criteria for members of the Board of Directors contained in the Articles of Association and Work Guidelines for the Board of Directors of PTBA are: 1. Have good morals and integrity; 2. Have a high leadership spirit and dedication to advance and develop the Company; 3. Capable of carrying out legal actions; 4. Within 5 (five) years before appointment and during office the concerned person must: a. Never been bankrupted; b. Never been a member of the Board of Directors and/ or a member of the Board of Commissioners who was found guilty of causing a bankruptcy in the company; c. Never been convicted of committing a criminal act that is detrimental to state finances and/or related to the financial sector; d. Never been a Member of the Board of Directors and/ or Member of the Board of Commissioners during their term of office: • Never held an annual GMS; • Accountability as a Member of the Board of Directors and/or Board of Commissioners has never been accepted by the GMS or has never performed accountability as a Member of the Board of Directors and/or Member of the Board of Commissioners to the GMS; and/or • Has ever caused a company that obtained a permit, approval or registration from the OJK to fail to fulfill its obligation to submit annual reports and/or financial reports to the OJK. Nomination Mechanism for Board of Directors and Commissioners Candidates for members of the Board of Commissioners and Directors who meet the above provisions will then be discussed by the Nomination and Remuneration Committee. After discussion, the proposal will be submitted to the Board of Commissioners and then submitted to the GMS for ratification. 5. Have a commitment to comply with statutory regulations, and comply with the provisions in the Management Contract signed by the Company’s Directors, the Company’s Board of Commissioners, and representatives of the Series A Dwiwarna Shareholders; 6. Have knowledge and/or expertise in the field required by the Company; 7. Fulfill other requirements as stipulated in the Company’s Articles of Association and other requirements determined by Series A Dwiwarna shareholders or their proxies as long as they do not conflict with applicable laws and regulations.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Procedure for Nomination of Members of the Board of Commissioners and Directors, page 390-392 |
| D.3.10 | Did the company describe the process followed in appointing new directors/commissioners? |
The company has dislcosed the Procedure for Nomination of Members of the Board of Commissioners and Directors of Bukit Asam. The appointment of members of the Company’s Board of Commissioners and Directors is within the authority of the Shareholders. As a holding member, the appointment procedures for the Board of Commissioners and Directors of PTBA refer to the Minister of State-Owned Enterprises Regulation No. PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises. All prospective members of the Board of Commissioners and Directors of PTBA must meet formal and material requirements, as well as other requirements stipulated in these provisions; including passing the Fit and Proper Test (UKK). The appointment of the Board of Commissioners and Directors is carried out by Shareholders through a GMS Resolution.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Procedure for Nomination of Members of the Board of Commissioners and Directors, page 390 |
| D.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? 2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
The company directors and commissioners are subjected to re-election for every 5 years. After the end of office terms, Members of the Board of Directors and the Board of Commissioners may be reappointed by the GMS for one term of office. Bukit Asam is a leading Indonesian state-owned mining company (BUMN) and a member of MIND ID group. Bukit Asam carries out the mission of providing maximum contribution to environmental sustainability and a better life on earth. Members of the Board of Commissioners are appointed for a period starting from the date determined by the GMS that appointed them and ends at the closing of the 5th Annual GMS after the date of appointment, with the requirement of not exceeding the 5 (five) years period by considering capital market laws and regulations, but without prejudice to the right of GMS to dismiss members of the Board of Commissioners before their term of office ends. After the term of office ends, members of the Board of Commissioners can be reappointed by the GMS for one term of office. The Board of Directors’ term of office starts from the closing of the GMS or the date determined by the GMS appointing them and ends at the close of the 5th (fifth) Annual GMS after the date of appointment, provided that the term must not exceed 5 (five) years, but still considering the statutory regulations in the capital markets sector. These term of office provisions do not reduce the right of the GMS to dismiss members of the Board of Directors at any time before their term of office ends. Members of the Board of Directors can be reappointed by the GMS for one term of office.
The information is stated in: 1. Annual Report 2023 2. Articles of Association 3. Company's website |
1. Annual Report 2023, Term Office BoC, page 316 and 352
2. Articles of Association, Article 14 paragraph 14 letter a, Article 11 paragraph 12 letter a
3. Company Website
|
| Remuneration Matters | |||
| D.3.12 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
The shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives. Determination of bonuses for the Company’s Board of Directors and Board of Commissioners for 2022 Fiscal Year and salary/ honorarium along with facilities and allowances for 2023 Fiscal Year Meeting Resolution: 1. Granted authority and power to PT Mineral Industri Indonesia (Persero) as the largest Series B Shareholder by first consulting with Series A Dwiwarna Shareholders to determine the amount of the bonus for the 2022 Financial Year as well as determine the honorarium, allowances, facilities, and other incentives for members Company’s Board of Commissioners in 2023. 2. Granted authority and power to the Company’s Board of Commissioners by first obtaining written approval from PT Mineral Industri Indonesia (Persero) as the largest Series B Shareholder after consulting with Dwiwarna Series A Shareholders to determine the amount of the bonus for the 2022 Fiscal Year as well as determining salaries and allowances, facilities, and other incentives for the Company’s Directors in 2023.
The information is stated in: Annual Report 2023 |
Annual Report 2023, GMS in 2022, page 307 |
| D.3.13 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? |
PTBA has measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company
Implementation has been carried out in accordance with the provisions as a follow-up to the GMS decision which has been determined in the Letter of Letter of the Board of Commissioners No. 57/DEKOM/VIII/2023 on August 14, 2023, concerning the Determination of the Bonus Calculation for the Directors and Board of Commissioners for the 2022 Financial Year and Salary/Honorarium as well as the Benefits and Facilities for the 2023 Financial Year of PT Bukit Asam Tbk and the Portfolio Director’s Letter and Business Development PT Mineral Industri Indonesia (Persero) as Proxy for Series A Dwiwarna Shareholder No. 271/E.DIRPPU/VIII/2023 on August 11, 2023, Regarding the Determination of Bonus for the 2022 Financial Year and Salary, Honorarium, and Income for for Directors and Members of the Board of Commissioners PT Bukit Asam Tbk (“PTBA”) in 2023. in addition, with regard to Minister of SEOs Regulation Number PER-3/MBU/03/2023, PTBA also has enacted the malus and claw back provision for member of Board of Directors and Board of Commissioners.
The information is stated in: - Annual Report 2023 - Company's website |
Annual Report 2023, page 715 Company's Website: https://www.ptba.co.id/uploads/ptba_info_memo/20250110105647-2025-01-10ptba_info_memo105628.pdf
|
| Internal Audit | |||
| D.3.14 | Does the company have a separate internal audit function? |
PTBA has a separate internal audit function. In an effort to implement GCG principles, the Company has an Internal Audit Unit to carry out independent and objective assurance and consultation activities through evaluating the company’s management system and providing recommendations for improvements to bring added value to the Company. Internal Audit is led by a Vice President who is appointed by and responsible to the President Director and known by the Board of Commissioners.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Internal Supervision Unit, page 458 |
| D.3.15 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? |
PTBA identifies the head of internal audit, There was a change in the Head of the PTBA Internal Audit Unit in 2023 from Muhammad Bagir to Nugraha Nurtyasanta. In accordance with the provisions of OJK Regulation Number 56/POJK.04/2015 concerning the Formation and Guidelines for Preparing an Internal Audit Charter, a change in the Head of the PTBA Supervision Unit has been submitted to the OJK based on PTBA Letter Number: B/178/111000/KS.03/V/2023 dated May 26, 2023, Regarding the Report on Changes to the Vice President of the Internal Audit Unit of PT Bukit Asam Tbk." Profile of the Head of the Internal Audit Unit, May 26, 2023-present Nugraha Nurtyasanta, S.H., M.Hum. - VP Internal Audit - Decree of Board of Directors of PT Bukit Asam Tbk No. 103/0100/2023 Concerning The Appointment of Position Holders within PT Bukit Asam Tbk
Profile of the Head of the Internal Audit Unit until May 26, 2023 Muhamad Bagir, M.Si - VP Internal Audit - Bukit Asam Board of Directors Decree No. 350/KEP/Int-0100/PG.04/2017
The information is stated in: Annual Report 2023 |
Annual Report 2023, Profile of the Head of the Internal Audit Unit, page 460-462 |
| D.3.16 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
The appointment and removal of the internal auditor require the approval of the Board of Commissioners.
Furthermore, according to Charter of Audit Committee, one of duties of the Audit Committee in Providing opinions and suggestions to the Board of Commissioners for consideration in providing approval for the appointment and dismissal of the Head of Internal Audit.
Internal Audit Unit is led by a Vice President appointed and dismissed by Board of Directors with the approval of Board of Commissioners. To support independence and ensure a smooth audit and the authority to monitor follow-up on audit results, Head of Internal Audit can communicate directly with Board of Commissioners and the Committees of Board of Commissioners to inform various matters related to the audit.
The information is stated in: Annual Report 2023 Charter of Audit Committee |
Annual Report 2023, Profile of the Head of the Internal Audit Unit, page 460-462
Charter of Audit Committee
|
| Risk Oversight | |||
| D.3.17 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? |
PTBA establishes a sound internal control procedures framework and periodically review the effectiveness of that framework. PTBA has established Guidelines for Implementing the Internal Control System based on the Joint Decree of the Board of Commissioners and Directors of PT Bukit Asam, Tbk Number BAICM:00 dated November 21, 2022, regarding the Guidelines for the Implementation of Internal Control System. The Internal Control System implemented by the Company refers to an internationally recognized framework (Internal Control Framework). Based on the COSO-Internal Control Framework, there are 5 (five) components of Internal Control, namely (1) environment control, (2) business risk assessment and management, (3) activities control, (4) information and communication systems, and (5) monitoring. Until the end of December 2023, internal control has been implemented for 40 work units. Internal Control has been carried out for Work Units in the Company. PTBA has a Risk Management Work Unit led by a Vice President appointed and dismissed by the Directors of PTBA. This work unit is under the Directorate of Finance and Risk Management. The Risk Management Work Unit was formed to assist the risk management in all company activities to ensure business continuity and achievement of predetermined targets, as well as providing maximum added value for stakeholders. PTBA has an Internal Audit Unit to carry out independent and objective assurance and consultation activities through evaluating the company’s management system and providing recommendations for improvements to bring added value to the Company. Internal Audit is led by a Vice President who is appointed by and responsible to the President Director and known by the Board of Commissioners. The duties and responsibilities of Internal audit function are as follows: - Test and evaluate the implementation of internal control and risk management systems in accordance with company policies - Develop a program to evaluate the quality of internal audit activities carried out. - Develop and implement quality assurance and development programs as well as evaluate the efficiency and effectiveness of internal audit function activities and - Assess and monitor the information and communication control system to ensure that the Company’s important information is guaranteed security and the presentation of all reports and Company activities complies with applicable laws and regulations.
The information is stated in: Annual Report 2023 |
Annual Report 2023 1. Internal Control System, page 488: 2. Internal Control Monitoring, page 490 3. Risk Management Unit, page 471 4. Duties and Responsibilities, page 463 |
| D.3.18 | Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? |
The Annual Report discloses that the Business Risk, Post-mining, CSR, Nomination, Remuneration & HC Development Committee conduct a review of the company's material controls and risk management systems. In 2023, the Business Risk, Postmining, CSR, Nomination, Remuneration & HC Development Committee has carried out the duties and responsibilities of Reviewing & provide Recommendations for Determining Categories and Company Risk Classification. Furthermore, the Company periodically monitors and evaluates internal control in the Company through Evaluation of the effectiveness and adequacy of the Internal Control System for 40 work units during 2023 which is divided into 4 times / quarter (10 work units per quarter).
The information is stated in: Annual Report 2023 |
Annual Report 2023 1. Implementation of Duties of Business Risk, Postmining, CSR, Nomination, Remuneration & HC Development Committee, Page 441 2. Internal Control Monitoring, page 490 |
| D.3.19 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? |
PTBA discloses the key risks to which the company is materially exposed to namely financial risk, operational risk, and IT risk. Company risks are grouped into Risk universe which consists of 28 Risk Types with 3 categories, namely External Environment, Operational, and Organizational. In 2023, there were several main risks faced by the Company listed on the Company’s Risk Profile namely: 1. Health, Safety, & Environment (HSE) 2. Projects 3. Marketing and Sales 4. Security Threats 5. Capacity 6. Regulation Changes Furthermore, PTBA utilize Key Risk Indicator (KRI) as a measure and as an indicator. KRI will act as an early notification for a change in risk exposures for several aspects of a company. In this case, KRI can indicate the possibility of an impact or loss in the future.Information obtained from KRI allows risk owners to take early mitigation actions as an effort to reduce or prevent risks from occurring. If a KRI is included in the Red Flag category or is at the critical limit, then it indicates that the risk can occur with a high probability. PTBA is committed to consistently implement Information Technology (IT) Governance in the Company. With IT Governance, IT activities at the Company are expected to run optimally in supporting the Company’s achievements. In carrying out operational activities, IT-related problems are also one of the risks faced by the Company, including problems related to handling disruptions, cyber security and disaster recovery. Regarding the IT problems faced, the Company continues to handle it by identifying the main risks, then managing the risks through mitigation actions to eliminate or minimize the risks. The entire IT Governance process, including problems troubleshooting, is regularly reported to the Board of Directors for monitoring and evaluation.
The information is stated in: Annual Report 2023 |
Annual Report 2023 1. page 497 2. page 501 3. page 509 https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf |
| D.3.20 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? |
The Annual Report does contain a statement from the board of directors/commissioners commenting on the adequacy of the company's internal control/risk management systems. The Board of Directors always develops an internal control system in the Company to maintain its implementation to function effectively to secure the Company’s investments and assets. The Internal Control System in the Company is implemented in accordance with what is stipulated in the Corporate Governance Policy based on the Joint Decree of the Board of Commissioners and Directors. The Board of Directors and Board of Commissioners stated that the Internal Control System in the Company is sufficient and works effectively and adequately in managing the risks faced by the Company. This is reflected in the Company’s operations running effectively and efficiently, the reliability of financial reporting, the security of the Company’s assets, and compliance with statutory regulations.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Statement of the Board of Directors and/or Board of Commissioners on the adequacy of the Internal Control System, page 491 |
| D.4 | People on the Board | ||
| Board Chairman | |||
| D.4.1 | Do different persons assume the roles of chairman and CEO? |
The positions of the president commissioner and the president director of the company are hold by different people. The President Commissioner is Prof. Dr. Irwandy Arif, DEA., M.Sc, while the President Director is held by Drs. Arsal Ismail, M.M., MSi
The information is stated in: Annual Report 2023 |
1. Annual Report 2023 a. Board of Directors' Profiles - Page 96 b. Board of Commissioners’ Profiles - Page 104 |
| D.4.2 | Is the chairman an independent director/commissioner? |
PTBA has President Commissioner namely Prof. Dr. Irwandy Arif, DEA., M.Sc.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Page 104 |
| D.4.3 | Is any of the directors a former CEO of the company in the past 2 years? |
There is no member of Board of Commisioners whom was a former President Director of the company in the past 2 years.
The information is stated in: Annual Report 2023 |
Annual Report 2023 - Board of Directors' Profile, page 96-100 |
| D.4.4 | Are the roles and responsibilities of the chairman disclosed? |
PTBA discloses the roles and responsibilities of the chairman/President Commissioner as follows: 1. Carry out supervisory functions as carried out by other members of the Board of Commissioners; 2. Give written orders to assign special tasks to members of the Board of Commissioners in accordance with the decision of the Board of Commissioners meeting, which explains: the name of the member of the Board of Commissioners assigned the task, nature and scope of work, goals and objectives of the work, time of assignment, and administrative matters involved related to that specific task; 3.Summon the Board of Commissioners Meeting; 4. Chair a Board of Commissioners Meeting or a Board of Commissioners Meeting to which the Directors are invited; 5. Other duties and responsibilities in accordance with regulations and legislation.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Duties of the President Commissioner, page 326-327 |
| Lead Independent Director | |||
| D.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? |
The Board has appointed an Independent Director. An Independent Commissioner is a member of the Board of Commissioners who meets the independence criteria in accordance with applicable regulations. The person concerned is appointed by the GMS as an Independent Commissioner. In its position, the Independent Commissioner is not affiliated with the Board of Directors, other members of the Board of Commissioners, and controlling shareholders. Therefore, the person concerned is free from business relationships or other relationships that could affect the ability to act independently or act solely in the interests of the Company, and can act objectively with guided by GCG principles. Every public company must have Independent Commissioners of at least 30% of the total members of the Board of Commissioners. Independent Commissioners are responsible to supervise the Company’s management carried out by the Board of Directors and protecting the interests of minority Shareholders and other stakeholders. The appointment of Independent Commissioners is regulated in OJK Regulation no. 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies. To guarantee the independence of members of the Board of Commissioners: 1. No blood family relation between members of the Board of Commissioners and between members of the Board of Commissioners and members of the Board of Directors up to the third degree, whether straight or sideways or marital/familial relationships arising from marriage ties, including sons-in-law or brothers-in-law; 2. Members of the Board of Commissioners are required to report to OJK their ownership and any changes in their ownership of Company shares, either directly or indirectly, with the following reporting requirements: a. Can be authorized to other parties with a written power of attorney; b. Must be submitted to the OJK no later than 5 (five) days after ownership or change in ownership of Company shares occurs. 3. Members of the Board of Commissioners are required to disclose and report all conflicts of interest that are being faced or that have the potential to become conflicts of interest or anything that could hinder members of the Board of Commissioners from acting independently for the Company through Board of Commissioners Meetings; 4. Members of the Board of Commissioners who hold concurrent positions as members of the Board of Directors in State-Owned Enterprises as the largest Series B Shareholders, are not permitted to participate in decision making that creates a conflict of interest. Based on the provisions on the independency, all members of the Board of Commissioners have fulfilled these provisions.
The information is stated in: Annual Report 2023 |
Annual Report 2023 1. Independent Commissioner, page 332 2. Procedure for Nomination of Members of the Board of Commissioners and Directors, page 390-392 3. Procedure for Nomination of Members of the Board of Commissioners and Directors, page 330 |
| Skills and Competencies | |||
| D.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? |
The chairman of Bukit Asam Prof. Dr. Irwandy Arif, DEA., M.Sc has prior working experience in the major sector that the company is operating in. Working Experience of Prof. Dr. Irwandy Arif, DEA., M.Sc are as follows: • Commissioner of PT Bukit Asam Tbk (2020-2023) • Independent Commissioner of PT Vale Indonesia Tbk (2018) • Underground Mining Advisor of PT Cibaliung Sumber Daya Mineral (2011) • Independent Commissioner of PT Antam Tbk (2009)
The information is stated in: Annual Report 2023 |
Annual Report 2023, Board of Commissioners’ Profiles - Page 104 |
| D.5 | Board Performance | ||
| Directors Development | |||
| D.5.1 | Does the company have orientation programmes for new directors/commissioners? |
PTBA has orientation programmes for new directors/commissioners. The company conducts an induction program for newly appointed Directors. This activity is mandatory as stated in the Board Manual, and aims to introduce and provide understanding regarding the Company to newly appointed members of the Board of Directors. The introduction program is carried out no later than 90 (ninety) calendar days after the GMS decides on the appointment of new members of the Board of Directors. The Company’s introduction program is carried out in the form of presentations, meetings, visits to the Company’s business units, and review of documents or other programs. If necessary, an introduction program can also be carried out for subsidiaries and affiliated companies.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Company Induction Program for New Directors, page 377 |
| D.5.2 | Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes? |
PTBA has a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes and disclosed evidence that all directors/commissioners have attended training programmes. Members of the Board of Commissioners and Board of Directors must regularly receive relevant, independent and sustainable training; knowledge development; and certification programs. To support this knowledge update, members of the Board of Commissioners and Board of Directors must be provided with training, workshops, seminars, conferences, or other forms that are useful to boost the effectiveness of the Boards. The evidence that all directors/commissioners have attended training programmes can be seen under Education and/or Training of Board of Commisioners, Board of Directors, Committees, Corporate Secretary, and Executive.
The information is stated in: Annual Report 2023 |
Annual Report 2023 1. Competency Training and Development Boc, page 343 2. Competency Training and Development BoD, page 377 3. Education and/or Training of Board of Commisioners, Board of Directors, Committees, Corporate Secretary, and Executive section, page 170 |
| CEO/Executive Management Appointments and Performance | |||
| D.5.3 | Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
PTBA discloses the process on how the board of commissioners plans for the succession of the President Director and key management. The appointment of members of the Company’s Board of Commissioners and Directors is within the authority of the Shareholders. As a holding member, the appointment procedures for the Board of Commissioners and Directors of PTBA refer to the Minister of State-Owned Enterprises Regulation No. PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises. All prospective members of the Board of Commissioners and Directors of PTBA must meet formal and material requirements, as well as other requirements stipulated in these provisions; including passing the Fit and Proper Test (UKK). The appointment of the Board of Commissioners and Directors is carried out by Shareholders through a GMS Resolution.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Procedure for Nomination of Members of the Board of Commissioners and Directors, page 390-392 |
| D.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
The Directors’ performance assessment is carried out every year on the KPI achievements of the Directors, both collegial and individual, which is carried out by the Board of Commissioners with the assistance of a Public Accountant. Every year the Board of Directors signs a Management Contract with Series A Dwiwarna/Proxy (MIND ID) shareholders, which includes Key Performance Indicators (KPI) as an elaboration of the WP&B which has been approved by the Board of Commissioners and MIND ID. The KPI of the Board of Directors is divided into 2 (two), namely collegial and individual, the achievements of both of which become the object of assessment of the performance of the Board of Directors for one year. The Board of Commissioners, assisted by the Public Accountant, evaluates the performance of the Board of Directors and then submits it to the GMS and/or Series A Dwiwarna Shareholders/Proxies through the Board of Commissioners’ Supervisory Task Report.
The information is stated in: Annual Report 2023 |
Annual Report 2023, The Board of Directors’ Performance Appraisal, page 385 |
| Board Appraisal | |||
| D.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? |
PTBA conducts an annual performance assessment of the board of commissioners and disclose the criteria and process followed for the assessment. Every year, the Board of Commissioners determines the annual Work Program of the Board of Commissioners and KPIs as performance targets for the Board of Commissioners. KPI Achievements becomes the object of assessment of the performance of the Board of Commissioners for one year. The assessment is carried out based on the results of a comparison of the realization with the target multiplied by the weight. If the realization is above 100%, the value/score given may exceed the maximum weight. If the KPI realization is below 100%, the value will be given proportional to the weight. The performance appraisal of the Board of Commissioners is based on the fulfillment of the Board of Commissioners’ KPIs for the assessment year period. The Board of Commissioners’ KPI includes the following performance assessment perspectives: 1. Contribution to the achievement of the Board of Directors’ KPI; 2. Supervisory aspect; 3. Dynamic aspects and governance routing;
The information is stated in: Annual Report 2023 |
Annual Report 2023, Performance Appraisal of the Board of Commissioners, page 382 |
| Director Appraisal | |||
| D.5.6 | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? |
PTBA conducts an annual performance assessment of the individual directors and disclose the criteria and process followed for the assessment. Every year the Board of Directors signs a Management Contract with Series A Dwiwarna/Proxy (MIND ID) shareholders, which includes Key Performance Indicators (KPI) as an elaboration of the WP&B which has been approved by the Board of Commissioners and MIND ID. The KPI of the Board of Directors is divided into 2 (two), namely collegial and individual, the achievements of both of which become the object of assessment of the performance of the Board of Directors for one year. The Board of Commissioners, assisted by the Public Accountant, evaluates the performance of the Board of Directors and then submits it to the GMS and/or Series A Dwiwarna Shareholders/Proxies through the Board of Commissioners’ Supervisory Task Report. The Board of Directors’ assessment refers to the Key Performance Indicator (KPI) which is based on SOEs Ministerial Regulation Number PER-2/MBU/03/2023 concerning Guidelines for Governance and Significant Corporate Activities of State-Owned Enterprises, as an assessment tool for Shareholders regarding the performance of the Board of Directors until the end of the year. In assessing the performance of the Board of Directors, there are 5 perspectives used, while in 2023 the achievements compared to targets are: 1. Business Model Innovation 2. Economic and Social Value for Indonesia 3. Investment Development 4. Leadership in Technology 5. Talent Development
The information is stated in: Annual Report 2023 |
Annual Report 2023, The Board of Directors’ Performance Appraisal, page 385 |
| Committee Appraisal | |||
| D.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? |
PTBA conducts an annual performance assessment of the board committeess and disclose the criteria and process followed for the assessment. Every year, the Committee submits an Annual Work Plan which contains the Committee’s work program for one year including the Committee’s Key Performance Indicators (KPI). KPI is a measurement assessment to measure the success of carrying out tasks in accordance with the Committee charter and applicable laws and regulations. The performance assessment procedure for Committees under the Board of Commissioners is carried out by evaluating the annual work program plans and KPIs of each Committee which have been mutually agreed with the Board of Commissioners and their realization. The Performance Appraisal of the Board of Commissioners Committees is carried out by the Board of Commissioners based on the achievements of the Committee Members to the KPIs that have been determined before the start of the fiscal year. The assessment of the Committees under the Board of Commissioners, can be seen in detail in the Audit Committee and Business Risk, Post-Mining, CSR, Nomination, Remuneration & Human Capital Development Committee sections.
The information is stated in: Annual Report 2023 |
Annual Report 2023, Assessment by the Board of Commissioners of the Performance of the Audit Committee, page 429-430 |
| Part | Item | Company Practice in 2023 | Source Information | |
| (B)A. | Rights of shareholders | |||
| (B)A.1 | Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. | |||
| (B)A.1.1 | Does the company practice real time secure electronic voting in absentia at general meetings of shareholders? |
PTBA practices real time secure electronic voting in absentia at general meetings of shareholders. The meeting will be conducted physically and electronically through facility of the Electronic General Meeting System KSEI ("easy.KSEI") in accordance with article 28 paragraph (2) POJK No.15/2020 and Article 3 in conjunction with Article 8 Paragraph (3) POJK 16/2020, therefore the Company recommends that shareholders attend and cast their vote at the Meeting through eASY.KSEI or give a proxy through the eASY.KSEI facility that is provided by KSEI or grant a proxy conventionally to an independent representative who will be appointed by the Company by using a form that can be downloaded on the Company's website www.ptba.co.id on the date of the Meeting's Invitation. The process of voting that conducted electronically at the eASY.KSEI on the menu E-Meeting Hall, sub menu Live Broadcasting. The shareholders who attend by his/her self or are representated by proxy but have not yet cast his/her vote on the agenda of the Meeting, then the shareholder or the proxy has the opportunity to submit their vote during the voting period via a screen. The E-Meeting Hall in the eASY.KSEI application was opened by the Company. When the electronic voting period per meeting agenda begins, the system automatically runs the voting time by counting down to a maximum of 5 (five) minutes.
The information is stated in: 1. Announcement AGMS PT Bukit Asam Tbk. for 2023 Financial Year 2. Code of Conduct AGMS for 2023 Financial Year PTBA |
1. Announcement AGMS PT Bukit Asam Tbk. for 2023 Financial Year (Page 2) https://www.ptba.co.id/uploads/ptba_pengumuman/20240401110050-2024-04-01ptba_pengumuman110038.pdf
2. Code of Conduct AGMS for 2023 Financial Year PTBA (Page 8) - 11. Voting https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162832-2024-04-16ptba_pengumuman162828.pdf |
|
| (B)A.2 | Equitable treatment of shareholders | |||
| (B)A.2. | Notice of AGM | |||
| (B)A.2.1 | Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
PTBA releases the notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, before the date of the meeting. AGMS 2024 2024 AGMS Notice Date = 16 April 2024 2023 AGMS Date = 8 May 2024
The information is stated in: Notice/Invitation AGMS PT Bukit Asam Tbk. for 2023 Financial Year |
Notice/Invitation AGMS PT Bukit Asam Tbk. for 2023 Financial Year (Page 1-2) https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162758-2024-04-16ptba_pengumuman162742.pdf |
|
| (B).B. | Sustainability and Resilience | |||
| (B).B.1 | ||||
| (B).B.1.1 | Does the company disclose how it manages climate-related risks and opportunities? |
PTBA discloses a detailed process for managing climate-related risks and opportunities. PTBA has conducted a climate risk analysis of the company's business operations. The risks and opportunities faced by PTBA due to climate change are fully explained in the following description: The implementation of risk management at PTBA refers to ISO 31000:2008 which contains guidelines and procedures for risk management. The risk management process at PTBA has been carried out regularly including scope setting, criteria and context, risk identification, risk analysis, risk evaluation, and risk handling. Every process is controlled through monitoring and review where the results are presented in an accountable report. PTBA has identified risks and opportunities related to climate change. Therefore, PTBA has set up previous targets and focus on decreasing air pollution, risk sources/opportunities from external and internal of the company, also risk matrix establishment. Besides that, PTBA also identified risks that can potentially hold up target achievement, as well as looking at the causes and possible impacts. After that, PTBA identify and analyse the risk management mitigation plan. PTBA assess the level of risk inherent by determining a probability score and impact score.
The information is stated in: Sustainability Report 2023 |
Sustainability Report 2023 (Page 165-166) |
|
| (B).B.1.2 | Does the company disclose that its Sustainability Report is externally assured? |
PTBA discloses that its Sustainability Report is externally assured.
Bukit Asam's Sustainability Report has received a written verification from an independent and credible assurance service provider for the period of assurance services for the 2023 financial year, by PT Moores Rowland Indonesia Verification is conducted with the ISAE3000 standard.
The information is stated in: Sustainability Report 2023 |
Sustainability Report 2023 (Page 378) |
|
| (B).B.1.3 | Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? |
PTBA discloses the engagement channel with stakeholder groups and how to fulfill its responsibilities and involve stakeholders, both internal and external. PTBA’s success in running a business is a reflection of the Company’s success in fulfilling its responsibilities and involving stakeholders, both internal and external. Involvement is carried out with consideration of the mutual interests between the Company and its stakeholders. In this report, stakeholders are defined as entities or individuals who are affected by PTBA’s activities, products and services. On the other hand, their presence also influences PTBA in realizing successful implementation of strategies and achieving goals. Because the position of stakeholders is very important, PTBA makes optimal efforts to involve them in its operational activities. Mapping and identification of stakeholders was carried out by PTBA by referring to the AA1000 Stakeholder Engagement Standard (AA1000SES) 2015, issued by global consultant Accountability. Based on this identification or mapping, the Company’s stakeholders have been determined, namely customers, shareholders, employees, government and policy makers, work partners/suppliers, mass media, and society/local communities. A complete description of stakeholder involvement is presented in the table contains the following items: 1. Stakeholders 2. Basis of Determination/Identification 3. Methods of Engagement 4. Frequency 5. Topics/Issues Discussed
Methods of engagement with each stakeholder mentioned include: 1. Customer: Publication via website, Direct visit, Call center, Satisfaction measurement, Customer gathering, Mining Site Inspection 2. Shareholder: GMS and EGMS 3. Employees: Work meeting with employee unions 4. Government and Policy Makers: House of Representatives hearings, Regular work reporting to regulators and government 5. Working Partners, Suppliers: Employment contract, Investment partner, Operational coordination 6. Mass Media: Press release, Media visit, Press gathering, Press conference
The information is stated in: Sustainability Report 2023 |
Sustainability Report 2023 (Page 273-275) |
|
| (B).B.1.4 | Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters? |
PTBA has a committee and a unit who is specifically responsible to manage the sustainability matters. To ensure sustainability at PTBA, the Board of Directors of Bukit Asam has formed a Social and Environmental Responsibility (CSR) and Environmental, Social, and Governance (ESG) Committee based on the Decree of the Board of Directors of Bukit Asam No. 134A/0100/2023. In addition, the Board of Directors of PTBA has formed a special unit which responsible for ESG under the Sustainability Work Unit in accordance with the Decree of the Board of Directors of PT Bukit Asam Tbk No: 315/0100/2022 concerning Sustainability Organizational Structure. The unit is headed by the Assistant Vice President (AVP) Sustainable Economic, Social, & Environment. The Board of Commissioners has a committee that is responsible for evaluating business risks, post-mining, social and environmental responsibility, as well as integrated governance to monitor economic, social and environmental (EGS) impacts.
The information is stated in: Sustainability Report 2023 |
Sustainability Report 2023 (Page 329-330) The Role of Governance Bodies in Impact Management |
|
| (B).B.1.5 | Does the company disclose board’s oversight of sustainability-related risks and opportunities? |
PTBA discloses that board's oversight of sustainability-related risks and opportunities The Board of Directors and Board of Commissioners as the top level of management continue to focus on improving sustainability performance covering economic, social and environmental aspects. Through regular meetings between the Board of Directors and the Board of Commissioners, this becomes one of the main discussions in addition to the Company's performance. To ensure sustainability at PTBA, the Board of Directors of Bukit Asam has formed a Social and Environmental Responsibility (CSR) and Environmental, Social, and Governance (ESG) Committee based on the Decree of the Board of Directors of Bukit Asam No. 134A/0100/2023.
The information is stated in: Sustainability Report 2023 |
Sustainability Report 2023 (Page 329) |
|
| (B).B.1.6 | Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? |
PTBA discloses information the linkage between executive directors and senior management remuneration and sustainability performance. The policy concerning remuneration for the Board of Commissioners and the Board of Directors is regulated in the Corporate Governance Policy of PTBA 2023. One of the basic principles in providing remuneration is that members of the Board of Commissioners and Board of Directors are given honorarium and facilities/benefits, including post-service insurance, the amount of which is determined by the GMS. In providing remuneration for the Board of Commissioners and the Board of Directors, PTBA refers to the resolutions of the GMS while still paying attention to the results of studies of the Company based on the Regulation of the Minister of SOEs No. PER-3/MBU/03/2023 concerning Organs and Human Capital of State-Owned Enterprises and provisions which was determined by PT Mineral Industri Indonesia (Persero) as the attorney for the Series A Dwiwarna shareholder. The arrangement of the structure, policy and amount of remuneration for the Board of Commissioners and the Board of Directors shall take into account the following matters: 1. Applicable laws and regulations; 2. Company Performance; 3. Work performance of the Board of Commissioners and the Board of Directors; 4. Remuneration applicable in the industry is in accordance with the Company’s business activities that have same type and scale of business with the Company; 5. Other related regulations.
The information is stated in: Sustainability Report 2023. |
Sustainability Report 2023 (Page 351-352) |
|
| (B).B.1.7 | Is the company’s Whistle Blowing System managed by independent parties / institutions? |
PTBA Whistle Blowing System is managed by independent party namely KPMG Indonesia. Whistle Blowing System of PTBA is integrated with OpenMIND. The information is stated in: Company Website |
Company Website https://www.ptba.co.id/tata-kelola/sistem-pelaporan-pelanggaran |
|
| (B).C. | Disclosure and transparency | |||
| (B).C.1 | Quality of Annual Report | |||
| (B).C.1.1 | Are the audited annual financial report /statement released within 60 days from the financial year end? |
PTBA's 2023 Financial Statements (audited) is issued on 4 March 2024, as shown in IDX Website, namely Signed FS PTBA 1223 (Final).
The information is stated in: Exchange Website |
Exchange website (Financial Report -> Stock -> PTBA -> 2023) https://www.idx.co.id/en/listed-companies/financial-statements-and-annual-report -> Signed FS PTBA 1223 (Final).pdf |
|
| (B).D. | Responsibilities of the Board | |||
| (B).D.1 | Board Competencies and Diversity | |||
| (B).D.1.1 | Does the company have at least one female independent director/commissioner? |
PTBA has 6 members of the Board of Commissioners. The list of Board of Commissioners (BoC) members is as follows: 1. Irwandy Arif - President Commissioner 2. Kurnia Toha - Independent Commisioner 3. Andi Pahril Pawi - Independent Commisioner 4. Carlo Brix Tewu - Commisioner 5. E. Piterdono Hz - Commisioner 6. Rahmat Hidayat Pulungan - Independent Commisioner
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 104-111) |
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| (B).D.1.2 | Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? |
PTBA has a policy and discloses measurable objectives for implementing its board diversity and report on progress in achieving its objectives. Based on the recommendation from the Financial Services Authority as outlined in the Appendix to Financial Services Authority Circular Letter No. 32/SEOJK.04/2015 concerning Guidelines for Public Company Governance, the composition of members of Board of Commissioners and Board of Directors is a combination of characteristics both in terms of organs and individually respectively. These characteristics can be reflected in the determination of expertise, knowledge, and experience required in carrying out supervisory and advisory duties by Board of Commissioners and management by Board of Directors. The composition of Board of Commissioners and Board of Directors owned by the Company consists of members who have different backgrounds ranging from education/ scientific fields, competencies, expertise, gender, age, and work experience. The Company’s diversity of composition is needed to create a more objective and comprehensive decision-making process. It is also expected to provide alternative solutions. The diversity of PTBA's Board of Commissioners and Board of Directors in 2023 is presented in the table of Board of Commissioners and Board of Directors Diversity in 2023.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 398-400) |
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| (B).D.2 | Board Structure | |||
| (B).D.2.1 | Is the Nominating Committee comprise entirely of independent directors/commissioners? |
The nominating committee comprises of Independent Commissioners. The member of the nominating commitee are as follows: 1. Kurnia Toha 2. Carlo B. Tewu 3. Nora Sri Hendriyeni
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 417) |
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| (B).D.2.2 | Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? |
The Nominating Committee undertakes the process of assessing candidates for the boards. The Nominating Committee has conducted discussions and assesments to the candidates, and making recommendations for the Board of Commisioner. Candidates for members of the Board of Commissioners and Directors who meet the above provisions will then be discussed by the Nomination and Remuneration Committee. After discussion, the proposal will be submitted to the Board of Commissioners and then submitted to the GMS for ratification
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 392): Nomination Mechanism for Board of Directors and Commissioners |
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| (B).D.3 | Board Appointments and Re-Election | |||
| (B).D.3.1 | Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
Ptba uses external source of candidate from ministry of soe when searching for candidates to the board of directors/commissioners. The appointment of members of the Company’s Board of Commissioners and Directors is within the authority of the Shareholders. As a holding member, the appointment procedures for the Board of Commissioners and Directors of PTBA refer to the Minister of State-Owned Enterprises Regulation No. PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 390) |
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| (B).D.4 | Board Structure & Composition | |||
| (B).D.4.1 | Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman? |
The Board of Commissioners (BoC) of PTBA is comprised of six members, as follows: 1. Prof. Dr. Irwandy Arif, DEA., M.Sc: President Commissioner 2. Prof. Kurnia Toha, S.H., LL.M., Ph.D.: Independent Commissioner 3. Marsda TNI (Purn) Andi Pahril Pawi, S.Sos: Independent Commissioner 4. Irjen.Pol. (Purn) Drs. Carlo Brix Tewu: Commissioner 5. Ir. E. Piterdono Hz, S.E., M.M.: Commissioner 6. Can Dr. Rahmat Hidayat Pulungan, S.E., M.Pd. : Independent Commissioner
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 112) |
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| (B).D.5 | Risk Oversight | |||
| (B).D.5.1 | Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? |
PTBA discloses that the Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework. PTBA is committed to consistently implement Information Technology (IT) Governance in the Company. With IT Governance, IT activities at the Company are expected to run optimally in supporting the Company’s achievements. In carrying out operational activities, IT-related problems are also one of the risks faced by the Company, including problems related to handling disruptions, cyber security and disaster recovery. The company’s handling of this problem is as follows: 1. Disruptions Handling Handling disruptions at PTBA involves implementing a service desk to provide assistance related to information technology for all work units, including problem identification, logging, incident/problem management, as well as evaluation and reporting. All user complaints related to IT service disruptions will be reported through the service desk for logging, escalated to respective PICs/ specialists/administrators for follow-up according to the agreed Service Level Agreement (SLA). 2. Cyber Security To ensure cybersecurity, PTBA has equipped its entire network infrastructure with advanced technologies to detect and prevent cyber attacks. This infrastructure is monitored through Security Information and Event Management (SIEM) technology. In addition, PTBA regularly conducts vulnerability assessments and penetration testing to identify potential security loopholes and methods to address them. 3. Disaster Recovery To support the availability and continuity of IT services, the IT work unit has implemented an IT Disaster Recovery Plan (DRP) as part of the Business Continuity Management System (BCMS). This plan serves as a guideline to effectively maintain the continuity of IT services supporting critical business processes during disaster conditions. Regarding the IT problems faced, the Company continues to handle it by identifying the main risks, then managing the risks through mitigation actions to eliminate or minimize the risks. The entire IT Governance process, including problems troubleshooting, is regularly reported to the Board of Directors for monitoring and evaluation.
The information is stated in: Annual Report 2023 |
Annual Report 2023 (Page 509-510) |
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| (B).D.6 | Board Performance | |||
| (B).D.6.1 | Does the company have a separate board level Risk Committee? |
PTBA has a separate board level Risk Committee. The company has established Risk Monitoring & Integrated Governance Committee at Board of Commisioners level. a. Composition of Business Risk, Post-mining, CSR, Nomination, Remuneration & HCD Committee. In 2023, there were changes to the composition of the Business Risk, Post-mining, CSR, Nomination, Remuneration & HCD Committees. In order to comply with corporate governance and applicable regulations, on December 15, 2023, the name of the committee was changed to the Integrated Risk & Governance Monitoring Committee. Meanwhile, the Nomination, Remuneration & HCD functions are carried out by a separate Committee, namely the Nomination & Remuneration Committee. b. Duties and Responsibilities, Business Risk Sector 1. Review the types of insurance and business risks of PTBA based on fairness generally accepted in mining companies; 2. Monitoring the request of PTBA Board of Commissioners on the development of coal price situation in the domestic and international market for evaluation material; 3. Conduct a study of various risks faced by PTBA, and the implementation of risks by Board of Directors, evaluate and provide recommendations regarding the risk management system implemented by Board of Directors of PTBA; 4. Conduct on-the-spot and periodic field visits to learn all risks, both those that have occurred, and to anticipate up- coming matters in the near future in the field according to their needs; 5. Monitor the post-mining period, to follow the procedures and laws and regulations; 6. Provide positive thoughts about opportunities in business development from research results to be submitted to PTBA Board of Commissioners and as a follow-up to PTBA Board of Commissioners’ policy steps; 7. Deliver early warning of risks that may arise as a result of mining activities, policies, contracts, sales, investments, use of new equipment, and other business activities; 8. Perform other tasks assigned by Board of Commissioners of PTBA related to insurance, business risk, and post- mining. c. Reporting Reports on the responsibilities of BR, PM, CSR, NR & HCD Committees are submitted to Board of Commissioners in the form of a written report, which consists of: 1. Quarterly reports on the implementation of Committee’s activities. 2. Reports for each Committee’s duties implementation, including facts on the field, analysis, conclusions, and suggestions.
The information is stated in: Annual Report 2023 |
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