FacebookInstagramTwitterLinkedInYouTubeTikTok
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.    
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?    
A.2.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?    
A.2.3 Does the company allow shareholders to elect directors/commissioners individually?    
A.2.4 Does the company disclose the voting procedures used before the start of meeting?    
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?    
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?    
A.2.7 Does the company disclose the list of board members who attended the most recent AGM?    
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?    
A.2.9 Does the company allow voting in absentia?    
A.2.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?    
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?    
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?    
A.2.13 Does the company provide at least 21 days notice for all AGMs and EGMs?    
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?    
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?    
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?    
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?    
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)?    
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?    
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?    
  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?    
A.6.4 Are the auditors seeking appointment/re-appointment clearly identified?    
A.6.5 Were the proxy documents made easily available?    
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?    
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?    
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?    
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?    
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?    
A.9.2 In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders?    

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?    
B.1.2 Does the company identify climate change as an issue?    
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)?    
  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?    
B.1.5 Does the company disclose sustainability-related performance progress in relation to its previously set targets?    
B.1.6 Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee?    
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?    
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?    
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?    
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?    
B.4.2 Supplier/contractor selection procedures?    
B.4.3 The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?    
B.4.4 The company's efforts to interact with the communities in which they operate?    
B.4.5 The company's anti-corruption programmes and procedures?    
B.4.6 How creditors' rights are safeguarded?    
B.4.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social issues?    
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?    
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?    
B.6.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees?    
B.6.3 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?    
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    
B.7.2 Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation?    

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?
C.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?
C.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?
C.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management?
C.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?
C.2 Quality of Annual Report
C.2.1 Corporate objectives
C.2.2 Financial performance indicators
C.2.3 Non-financial performance indicators
C.2.4 Dividend policy
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
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?
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?
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?
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?
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]?
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?
C.4.2 Does the company disclose the name, relationship, nature and value for each material RPTs?
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?
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?
C.6.2 Does the non-audit fee exceed the audit fees?
C.7 Medium of communications
Does the company use the following modes of communication?
C.7.1 Quarterly reporting
C.7.2 Company website
C.7.3 Analyst's briefing
C.7.4 Media briefings /press conferences
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?
C.8.2 Is the annual report released within 120 days from the financial year end?
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?
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)
C.9.2 Materials provided in briefings to analysts and media
C.9.3 Downloadable annual report
C.9.4 Notice of AGM and/or EGM
C.9.5 Minutes of AGM and/or EGM
C.9.6 Company's constitution (company's by-laws, memorandum and 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?

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?
(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?
(B).B. Sustainability and Resilience
(B).B.1
(B).B.1.1 Does the company disclose how it manages climate-related risks and opportunities?
(B).B.1.2 Does the company disclose that its Sustainability Report is externally assured?
(B).B.1.3 Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns?
(B).B.1.4 Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters?
(B).B.1.5 Does the company disclose board’s oversight of sustainability-related risks and opportunities?
(B).B.1.6 Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year?
(B).B.1.7 Is the company’s Whistle Blowing System managed by independent parties / institutions?
(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?
(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?
(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?
(B).D.2 Board Structure
(B).D.2.1 Is the Nominating Committee comprise entirely of independent directors/commissioners?
(B).D.2.2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions?
(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?
(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?
(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?
(B).D.6 Board Performance
(B).D.6.1 Does the company have a separate board level Risk Committee?

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
Kebijakan terkait Insider Trading