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PTBA

Tata Kelola

Tujuan Implementasi GCG

Mengendalikan dan mengarahkan hubungan antara Pemegang Saham
Mengendalikan dan mengarahkan hubungan antara Pemegang Saham
Mendorong dan mendukung pertumbuhan Perusahaan
Mendorong dan mendukung pertumbuhan Perusahaan
Mengelola sumber daya manusia secara bijak
Mengelola sumber daya manusia secara bijak
Mengelola risiko dengan lebih bertanggung jawab
Mengelola risiko dengan lebih bertanggung jawab
Menciptakan citra perusahaan yang baik
Menciptakan citra perusahaan yang baik
Perlakuan Adil Terhadap Pemegang Saham
Perlakuan Adil Terhadap Pemegang Saham
Mencegah terjadinya penyimpangan dalam pengelolaan Perusahaan
Mencegah terjadinya penyimpangan dalam pengelolaan Perusahaan
Mendorong etos kerja yang baik
Mendorong etos kerja yang baik

Untuk mencapai tujuan tersebut, Perseroan berupaya menerapkan prinsip-prinsip dasar tata kelola yang baik, mencakup asas transparansi, akuntabilitas, responsibilitas, independensi dan kewajaran secara konsekuen di setiap kegiatan operasionalnya. Adapun bentuk komitmen nyata Perseroan terhadap penerapan prinsip-prinsip GCG adalah sebagai berikut :

Transparansi

Perseroan menjamin pengungkapan informasi material dan relevan mengenai kinerja, kondisi keuangan dan informasi lainnya secara jelas, memadai, akurat, dapat diperbandingkan, tepat waktu serta mudah diakses oleh pemangku kepentingan sesuai dengan haknya.

Akuntabilitas

Perseroan menjamin kejelasan fungsi, pelaksanaan dan pertanggungjawaban setiap level jajaran Perseroan yang memungkinkan pengelolaan Perseroan terlaksana secara efektif.

Responsibilitas

Prinsip responsibilitas diterapkan dengan senantiasa menerapkan dan mematuhi peraturan perundangan yang berlaku, mengelola lingkungan bekas tambang dengan baik, melaksanakan kewajiban timbal-balik terhadap para mitra bisnis dan merancang serta melaksanakan program tanggung jawab sosial perusahaan.

Independensi

Prinsip independensi diterapkan dengan penyusunan dan penerapan kode etik dan pengaturan seluruh transaksi maupun rencana investasi yang mengandung atau berpotensi mengandung benturan kepentingan (conflict of interest).

Kewajaran

Perseroan menerapkan asas kesetaraan dengan memperlakukan seluruh pemangku kepentingan secara berimbang antara hak dan kewajiban (equal treatment) yang diberikan kepada dan oleh Perseroan.

Landasan Hukum

Landasan Hukum Implementasi GCG:

  1. Undang-Undang Nomor 40 Tahun 2007 tentang Perseroan Terbatas (Lembaran Negara RI Tahun 2027 Nomor 106 Tambahan Lembaran Negara RI 4756). Sebagaimana dibuah terakhir dengan Peraturan Pemerintah Pengganti Undang-Undang republik Indonesia Nomor 2 Tahun 2022 Tentang Cipta Kerja (Lembaran Negara Republik Indonesia Tahun 2022 Nomor 238);
  2. Peraturan Menteri BUMN Nomor: PER-01/MBU/03/2013 tentang Penugasan Khusus dan Program Tanggung Jawab Sosial dan Lingkungan Badan Usaha Milik Negara;
  3. Peraturan Menteri BUMN Nomor: PER-02/MBU/03/2013 tentang Pedoman Tata Kelola dan Kegiatan Korporasi Signifikan Badan Usaha Milik Negara;
  4. Peraturan Menteri BUMN Nomor: PER-03/MBU/03/2013 tentang Organ dan Sumber Daya Manusia Badan Usaha Milik Negara;
  5. Peraturan Otoritas Jasa Keuangan Nomor: 21/POJK.04/2015 Tahun 2015 tentang Penerapan Pedoman Tata Kelola Perusahaan Terbuka;
  6. Asean Corporate Governance Score Card;
  7. Pedoman Umum Governansi Korporat Indonesia (PUG-KI) yang dikeluarkan oleh Komite Nasional Kebijakan Governance tahun 2021.

Corporate Governance Policy

Corporate Governance Policy
Corporate Governance Policy
Panduan Penerapan Good Corporate Governance PT Bukit Asam Tbk mengacu pada Surat Keputusan Bersama Dewan Komisaris dan Direksi PT Bukit Asam Tbk Nomor: 250E/0100/2023 dan Nomor: 13/SK/PTBA-DEKOM/XII/2023 Tanggal 21 Desember Tentang Corporate Governance Policy PT Bukit Asam Tbk.
 
Dengan ditetapkan dan diberlakukannya Keputusan ini, Maka Keputusan Bersama Dewan Komisaris dan Direksi Nomor: 07/SK/PTBA-DEKOM/IX/2020 dan Nomor: 397/0100/2020 Tentang Corporate Governance Policy PT Bukit Asam Tbk berserta peraturan lain yang bertentangan dengan keputusan ini, dinyatakan dicabut dan tidak berlaku.

Struktur GCG

Struktur GCG

Struktur tata kelola Perseroan mengacu pada Undang-Undang Nomor 40 tahun 2007 tentang Perseroan Terbatas, di mana organ perusahaan terdiri dari tiga unsur, yaitu Pemegang Saham melalui Rapat Umum Pemegang Saham (RUPS) sebagai forum pengambilan keputusan tertinggi bagi Pemegang Saham, Dewan Komisaris sebagai pengawas jalannya pengelolaan perusahaan, dan Direksi sebagai pengelola perusahaan. Organ Perseroan menjalankan fungsinya berdasarkan prinsip bahwa masing- masing organ memiliki independensi dan menjalankan tugas, fungsi dan tanggung jawabnya semata-mata untuk kepentingan Perseroan.
 
Dalam kegiatan operasional, Dewan Komisaris dan Direksi membentuk sub organ Perseroan untuk membantu kelancaran operasional serta memberi masukan yang diperlukan Perseroan. Pembentukan sub-organ ini dilakukan sebagai bagian dari pembagian wewenang yang jelas dalam menerapkan prinsip-prinsip dasar GCG secara efektif.
 
Dewan Komisaris telah memiliki Komite Audit dan Komite Pemantauan Risiko & Tata Kelola Terintegrasidan Komite Nominasi & Remunerasi untuk memberdayakan fungsi kepengawasan Dewan Komisaris, membantu Dewan Komisaris dalam menjalankan tugas dan kewajibannya, serta merumuskan kebijakan Dewan Komisaris sesuai ruang lingkup tugasnya.
 
Sedangkan Direksi memiliki organ-organ pendukung sebagai unit kerja untuk mengendalikan, mengawal dan bertanggung jawab atas implementasi GCG sekaligus sebagai mitra kerja dari komite di bawah Dewan Komisaris. Unit kerja yang bertanggung jawab langsung kepada Direktur Utama tersebut adalah:

  1. Satuan Pengawasan Intern (SPI)
  2. Sekretaris Perusahaan
  3. Manajemen Risiko
  4. Sistem Manajemen Perusahaan dan GCG

Implementasi GCG

Implementasi Tata Kelola Perusahaan yang Baik atau Good Corporate Governance (GCG) merupakan komitmen utama Perseroan untuk dapat mewujudkan tidak hanya pertumbuhan usaha jangka pendek, tetapi juga untuk keberlangsungan usaha jangka panjang. Oleh karena itu Perseroan selalu berupaya untuk terus meningkatkan implementasi GCG dengan melakukan upaya-upaya perbaikan dalam penerapannya. Selain penyempurnaan aturan, Perseroan juga melakukan sosialisasi dan internalisasi GCG kepada segenap insan PTBA untuk memastikan ketaatan terhadap praktik GCG. Implementasi GCG tidak cukup dilakukan hanya dengan mematuhi berbagai ketentuan yang berlaku, namun juga harus ditunjukkan dalam praktik sehari-hari. Perseroan meyakini bahwa dengan menjadi Good Corporate Citizen melalui implementasi praktik GCG terbaik, maka kepercayaan dari para pemangku kepentingan dapat terus dijaga. Adapun Implementasi GCG yang telah dilakukan Perusahan diantaranya adalah:

  1. Melakukan update dan penyelarasan (aligment) soft structure GCG PTBA (Pedoman Kerja BOD&BOC, CGP, COC, WBS, Gratifikasi, SMAP, dll) secara berkala sesuai dengan Peraturan Perundangan yang Berlaku;
  2. Menandatangani Pakta Integritas CoC Seluruh Insan Bukit Asam secara berkala sesuai yang diatur dalam Pedoman Perilaku dan Etika Bisnis (Pedoman CoC);
  3. Membentuk Tim Pendukung Implemtasi GCG seperti Tim Pengelolaan Sistem Pelaporan Pelanggaran (SPP), Tim Unit Pengendalian Gratifikasi (UPG), Tim Pendampingan Assessment GCG;
  4. Melakukan Assessment Eksternal / Evaluasi Mandiri Internal terkait Penerapan GCG PTBA;
  5. Mengikuti Pemeringkatan GCG oleh Pihak Eksternal baik yang sekala Nasional maupun Internasional;
  6. Pendampingan Penerapan GCG di Anak dan Afiliasi Perusahaan;
  7. Mengimplementasikan Sistem Manajemen Anti Penyuapan ISO 37001:2016.

Penilaian GCG

Sehubungan dengan terbitnya Peraturan Menteri BUMN Nomor: PER-02/MBU/03/2013 tentang Pedoman Tata Kelola dan Kegiatan Korporasi Signifikan Badan Usaha Milik Negara maka Keputusan Sekretaris Menteri BUMN Nomor: SK-16/S.MBU/2012 Tanggal 06 Juni 2012 tentang indikator/Parameter Penilaian dan evaluasi atas penerapan Tata Kelola yang baik (GCG) resmi dicabut. Adapun untuk penilaian GCG PTBA selanjutnya menunggu release petunjuk teknis pelaksanaan Assessment GCG dari kementerian BUMN.

ASEAN Corporate Governance Scorecard

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 Script dividend.

 

The information is stated in:

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.

 

The information is stated in:

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

 

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).

 

The information is stated in:

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.

 

The information is stated in:

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

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/20240624130718-2024-06-24ptba_pengumuman130649.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

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 2024

2. Code of Conduct AGMS for 2023 Financial Year

1) Code of Conduct AGMS for 2023 Financial Year

https://www.ptba.co.id/uploads/ptba_pengumuman/20240416162832-2024-04-16ptba_pengumuman162828.pdf

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/hubungan-investor/rapat-umum-pemegang-saham

2. Exchange Website

https://idx.co.id/id/berita/pengumuman/

1. Home -> Investor Relations -> General Meeting of Shareholders -> GMS Implementation -> 2024

https://www.ptba.co.id/hubungan-investor/rapat-umum-pemegang-saham

2. Exchange Website

https://idx.co.id/id/berita/pengumuman/

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:

Announcement AGMS 2023

 

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

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf

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

Annual Report 2023 (Page 141)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

 

PT Bukit Asam AoA

https://www.ptba.co.id/uploads/ptba_anggaran_dasar/20230724163040-2023-07-24ptba_anggaran_dasar163038.pdf

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 

https://www.idx.co.id/StaticData/NewsAndAnnouncement/ANNOUNCEMENTSTOCK/From_EREP/202404/7e3727891b_b24774be8c.pdf

  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

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

 

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf

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

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf

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)

https://www.ptba.co.id/uploads/ptba_anggaran_dasar/20230724163040-2023-07-24ptba_anggaran_dasar163038.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

 

2. Sustainability Report (Page 164)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

  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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

2. Annual Report 2023, page 230

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

3. Annual Report 2023, page 319

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240426140418-2024-04-26ptba_laporan_berkelanjutan140404.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240426140418-2024-04-26ptba_laporan_berkelanjutan140404.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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: 

Sustainability Report 2023

1. Sustainability Report (Page 256 and 258)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

For Detail CSR PRogram, refer to sheet "CSR Program"

2. Company Website

https://www.ptba.co.id/esg/kinerja-sosial/komunitas-lokal

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

 

2. Sustainability Report (Page 360)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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"

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf

 

2. Social and Environmental Responsibility Report Page 54 "Implementation of Environmental and Social Responsibility Activities in PTBA"

https://www.ptba.co.id/uploads/ptba_laporan_pkbl/20240416183352-2024-04-16ptba_laporan_pkbl183351.pdf

 

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]

Telepon: +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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240426140418-2024-04-26ptba_laporan_berkelanjutan140404.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240426140418-2024-04-26ptba_laporan_berkelanjutan140404.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

2. Annual Report (Page 515)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

2. Annual Report (Page 530)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

2. Annual Report (Page 532)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf)

3. PTBA Company Website (https://www.ptba.co.id/investor-relations/shareholders)

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)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf)

 

2. Annual Report 2023 (Page 146)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf)

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)

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)

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)

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)

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)

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)

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)

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)

  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)

https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

2. Annual Report 2023Page 703) https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf

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)

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)

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)

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)

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

Annual Report 2023 (Page 242) (https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf)
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)

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)

C.6 External auditor and Auditor Report
Where the same audit firm is engaged for both audit and non-audit services
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)

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)

C.7 Medium of communications
Does the company use the following modes of communication?
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)

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 (https://www.ptba.co.id/)

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 (https://www.ptba.co.id/company-reports/company-presentation)

2. Annual Report 2023 (Page 452) (https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240416183127-2024-04-16ptba_laporan_tahunan183105.pdf)

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 (https://www.ptba.co.id/news/press-conference?year=2023)

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

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)

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)

C.9 Company website
Does the company have a website disclosing up-to-date information on the following:
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 (https://www.ptba.co.id/company-reports/quarterly-financial-report)

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 (https://www.ptba.co.id/news/press-conference?year=2024)

- Company Presentation (https://www.ptba.co.id/company-reports/company-presentation)

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 (https://www.ptba.co.id/company-reports/annual-report)

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)

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/20240624130718-2024-06-24ptba_pengumuman130649.pdf)

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)

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)

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?    
D.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed ?    
D.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ?    
  Corporate Vision/Mission
D.1.4 Does the company have an updated vision and mission statement?    
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?    
D.1.6 Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?    
D.2 Board structure
  Code of Ethics or Conduct
D.2.1 Are the details of the code of ethics or conduct disclosed?    
D.2.2 Are all directors/commissioners, senior management and employees required to comply with the code/s?    
D.2.3 Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?    
  Board Structure & Composition
D.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/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
   
D.2.6 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously?    
D.2.7 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group?    
  Nominating Committee
D.2.8 Does the company have a Nominating Committee?    
D.2.9 Is the Nominating Committee comprised of a majority of independent directors/commissioners?    
D.2.10 Is the chairman of the Nominating Committee an independent director/commissioner?    
D.2.11 Does the company disclose the terms of reference/ governance structure/charter of the Nominating 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?    
  Remuneration Committee / Compensation Committee
D.2.13 Does the company have a Remuneration Committee?    
D.2.14 Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners ?    
D.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner?    
D.2.16 Does the company disclose the terms of reference/ governance structure/ charter of the 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?    
  Audit Committee
D.2.18 Does the company have an Audit Committee?    
D.2.19 Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?    
D.2.20 Is the chairman of the Audit Committee an independent director/commissioner?    
D.2.21 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee?    
D.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?    
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?    
D.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?    
D.3 Board Processes
  Board meetings and attendance
D.3.1 Are the board of directors meeting scheduled before the start of financial year?    
D.3.2 Does the board of directors/commissioners meet at least six times during the year?    
D.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?    
D.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions?    
D.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?    
  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?    
D.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities?    
D.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?    
  Board Appointments and Re-Election
D.3.9 Does the company disclose the criteria used in selecting new directors/commissioners?    
D.3.10 Did the company describe the process followed in appointing new directors/commissioners?    
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
   
  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?    
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?    
  Internal Audit
D.3.14 Does the company have a separate internal audit function?    
D.3.15 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?    
D.3.16 Does the appointment and removal of the internal auditor require the approval of the 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?    
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?    
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)?    
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?    
D.4 People on the Board
  Board Chairman
D.4.1 Do different persons assume the roles of chairman and CEO?    
D.4.2 Is the chairman an independent director/commissioner?    
D.4.3 Is any of the directors a former CEO of the company in the past 2 years?    
D.4.4 Are the roles and responsibilities of the chairman disclosed?    
  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?    
  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?    
D.5 Board Performance
  Directors Development
D.5.1 Does the company have orientation programmes for new directors/commissioners?    
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?    
  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?    
D.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?    
  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?    
  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?    
  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?    

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)

(https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf)

(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 

(https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_berkelanjutan/20240416183359-2024-04-16ptba_laporan_berkelanjutan183203.pdf)

(B).B.1.7 Is the company’s Whistle Blowing System managed by independent parties / institutions?

PTBA Whistle Blowing System is managed by independent parties.

 

The company formed a Whistleblowing System Management team which was specifically assigned to manage, verify, and process all incoming complaints. The WBS Team was formed based on the Joint Decree of the Board of Commissioners and Directors of PTBA Number 02/SK/ PTBA-DEKOM/X/2022 and 400/0100/2022 dated October 7, 2022, concerning the Whistleblowing System (WBS) Team.

 

The information is stated in:

Annual Report 2023

Annual Report 2023 (Page 533-534)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

(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

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

(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)

(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

(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

Annual Report 2023
a. Composition of Business Risk, Post-mining, CSR,
Nomination, Remuneration & HCD Committee, Page 435
b. Duties and Responsibilities, Business Risk Sector, Page 437
c. Reporting, Page 438
(https://www.ptba.co.id/uploads/ptba_laporan_tahunan/20240423092457-2024-04-23ptba_laporan_tahunan092453.pdf)

Part Item Company Practice in 2023 Source Information
(P)A. Rights and Equitable Treatment of shareholders
(P)A.1 Basic shareholder rights
(P)A.1.1 Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders?    
(P)A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.
(P)A.2.1 Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders?    
(P)A.3 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.
(P)A.3.1 Did the company include any additional and unannounced agenda item into the notice of AGM/EGM?    
(P)A.3.2 Was the Chairman of the Board and the Chairmen of all Board Committees and the CEO absent from the most recent General Meeting?    
(P)A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
  Did the company fail to disclose the existence of:
(P)A.4.1 Shareholders agreement?    
(P)A.4.2 Voting cap?    
(P)A.4.3 Multiple voting rights?    
(P)A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
(P)A.5.1 Is a pyramid ownership structure and/ or cross holding structure apparent?    
(P)A.6 Insider trading and abusive self-dealing should be prohibited.
(P)A.6.1 Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years?    
(P)A.7 Protecting minority shareholders from abusive action
(P)A.7.1 Has there been any cases of non compliance with the laws, rules and regulations pertaining to material related party transactions in the past three years?    
(P)A.7.2 Were there any RPTs that can be classified as financial assistance (i.e not conducted at arms length) to entities other than wholly-owned subsidiary companies?    
(P)B Role of stakeholders
(P)B.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
(P)B.1.1 Have there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/ commercial/competition or environmental issues?    
(P)B.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
(P)B.2.1 Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events?    
(P)B.2.2 Is there any evidence that the company is engaging in greenwashing activities?    
(P)C. Disclosure and transparency
(P)C.1 Sanctions from regulator on financial reports
(P)C.1.1 Did the company receive a "qualified opinion" in its external audit report?    
(P)C.1.2 Did the company receive an "adverse opinion" in its external audit report?    
(P)C.1.3 Did the company receive a "disclaimer opinion" in its external audit report?    
(P)C.1.4 Has the company in the past year revised its financial statements for reasons other than changes in accounting policies?    
(P)D. Responsibilities of the Board
(P)D.1 Compliance with listing rules, regulations and applicable laws
(P)D.1.1 Is there any evidence that the company has not complied with any listing rules and regulations apart from disclosure rules over the past year?    
(P)D.1.2 Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns?    
(P)D.2 Board structure
(P)D.2.1 Does the Company have any independent directors/commissioners who have served for more than nine years or two terms of five years each (which ever is higher) in the same capacity?

1 The five years term must be required by legislation which pre-existed before the introduction of the ASEAN Corporate Governance Scorecard in 2011
   
(P)D.2.2 Did the company fail to correctly identify the description of all their directors as independent, non-executive, and executive?    
(P)D.2.3 Does the company have any independent directors/non-executive/commissioners who serve on a total of more than five boards of publicly-listed companies?    
(P)D.3 External Audit
(P)D.3.1 Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)?    
(P)D.4 Board structure and composition
(P)D.4.1 Has the chairman been the company CEO in the last three years?    
(P)D.4.2 Do independent non-executive directors/commissioners receive options, performance shares or bonuses?    
Pemeringkatan GCG Nasional – CGPI Award

Anggaran Dasar

Anggaran Dasar

Manual Kebijakan Perusahaan

Prospektus IPO PTBA
Penerapan Prinsip dan Praktik GCG untuk Kebijakan Anti Gratifikasi
Corporate Governance Policy 2023
Charter BOD tahun 2023
Charter BOC tahun 2023
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