Good Corporate Governance

 

General Meeting of Shareholders

 

In line with Chapter VIII of Law No. 40 of 2007 on General Meeting of Shareholders, it is mandatory for the Company to organize a General Meeting of Shareholders. Based on the latest amendment of the Articles of Association stipulated by Deed No. 43 dated on March 27, 2013 signed before the Public Notary, Karin Christiana Basoeki, SH, the Company has 2 (two) forms of General Meeting of Shareholders. The first one is Annual General Meeting of Shareholders organized annually at the latest 6 (six) months after the end of current fiscal year. Meanwhile, the other form is, as stipulated in the Articles of Association, Extraordinary General Meeting of Shareholders.

Both AGMS as well as EGMS are the highest authority which is not granted both to the Board of Directors or Board of Commissioners. The Company always seek to ensure that the rights of the shareholders are constantly fulfilled as well as treat all shareholders equally. AGMS and EGMS are the rights and authority of shareholders which control the performance of the underlying subsidiaries within certain limits set by the legislation or Articles of Association. Decision made by AG,S and EGMS shall be transparent by taking into consideration the Company’s business interests.

Convention and Decisions of 2015 General Meeting of Shareholders (2014 Fiscal Year) During Fiscal Year 2014, the Company implemented an EGMS once on March 12, 2015 and an AGMS once on April 22, 2015. Agenda and the decision made on 2015 EGMS are as follow, Decisions of 2015 EGMS
 

 

Decisions of 2015 EGMS

Agree to honorably discharge Mister Devarshi Das from the office as the Company Director and Mister Johan Frans Jozef Maria Bastin from the office as the Company Commissioner, and extend the Company’s appreciation for his services while managing the Company as well as approve to grant full release and discharge over their lawful management and supervising activities to the extent that they are reflected in the financial statement of the Company

 

Further to the honorably discharge above, agree to appoint Mister Chai Chee Tak, as the new Company Director and Mister Devarshi Das as the new Company Commissioner, thus effective at the conclusion of this Meeting, the composition of the Board of Directors and the Board of Company Commissiones are as follow:

Board of Director
President Director: Mister Omar Danni Hasan
Director: Mister Anton Sujarwo
Director: Mister Joko Santoso
Director: Mister Chai Chee Tak

Commissioner
President Commissioner: Mister Ruzwin Nazsir
Commissioner: Mister Devarshi Das
Commissioner: Mister John Scott Younger

 

The appointment and assignment of Mister Chai Chee Tak, as the new Company Director and Mister Devarshi Das, as the new Company Commissioner are effective at the conclusion of this Meeting until the period of the office terms of the Board of Directors and Board of Commissioners in line with the conditions stipulated on article 11 paragraph 3 and article 14 of the Company’s Articles of Association.

Second Agenda and Its Decisions

Approve by taking into consideration future Company’s interests and business development plan, establish the following allocation of the Company’s Net Earning:

  1. Of the Company’s Net Earning, an amount of Rp 760,240,665 (seven hundred sixty millon, two hundred forty thousand, and six hundred sixty five Indonesian Rupiah) is allocated as a reserve fund in line with Article 70 of Limited Liability Company Law; and

  2. 2. An amount of Rp 75,263,825,813 (seventy five billions, two hundred sixty three millions, eight hundred twenty five thousands, eight hundred thirteen Indonesian Rupiah) is allocated as other reserves and may be used for business development and Company’s working capital.
 

In the mean time, the decisions of 2015 AGMS are as follow,

Agenda and Decisions of 2015 AGMS

 
 

First Agenda and Its Decisions


  1. Decide to approve and accept the Company’s Annual Report for financial year 2014 ended on December 31, 2014, including the Annual Report of the Board of Directors and Supervision Report of the Board of Commissioners over the Company’s business activities and Company’s performance as well as validate the Company’s Financial Report for the fiscal year ended on December 31, 2014 audited by Purwantono, Suherman & Surja Public Accounting Firm;

  2. Approve to grant full release and discharge (acquit de charge) for the Board of Directors and Board of Company’ Commissioners of their respective lawful management and supervisory activities conducted within the fiscal year 2014 to the extent that their actions are reflected on the Company’s Annual Report.

Second Agenda and Its Decisions

Decide to approve the use of Company’s net earning to be entirely allocated as a reserve which may be used for the Company’s development, and hence the Company will not distribute the dividends.

Third Agenda and Its Decisions

Approve to delegate to the Company’s Board of Commissioners based on Article 15 Paragraph 4 point (m) of the Company’s Articles of Association the authority to appoint an Independent Auditor registered in Financial Services Authority (OJK) to audit the Company’s financial report for 2015 fiscal year and to delegate the authority to decide the honorary pay as well as terms and conditions of the appointment.