Good Corporate Governance
Compliance Report
The Company has formulated Code of Conduct as the basis for all personnel within the Company in interacting with the Company’s stakeholders and fellow colleagues.
Compliance function
The Company’s Board of Directors and staff understand their roles and responsibilities in implementing the compliance function, a series of preventive actions or measures to ensure that the Company’s policies, regulations, systems, and procedures, as well as business activities are in accordance with the prevailing provisions on Indonesian law and legislation.
Work Guidelines
In order to improve the implementation of Good Corporate Governance (GCG), the Company has formulated work guidelines and ethics The Code of Conduct, which is available in the NI GCG Manual, as the basis for all personnel within the Company in interacting with the Company’s stakeholdersand fellow colleagues.
The Company believes that the implementation of GCG will gradually and consistently improve and influence the mindset, attitudes, and behavior of every person within the Company. To implement good and sustainable GCG, these guidelines must be followed by every member of the Company, including the entire Board of Commissioners, Directors, as well as employees.
The Company’s Work Guidelines and Code of Conduct include:
- Compliance to the Law
- The entire Board of Commissioners, Board of Directors and Employees must obey and implement the laws and regulations and the Company’s internal regulations.
- Uphold and respect the social norms that exist within the community.
- Properly record Assets, Debts and Capital owned by the Company according to generally accepted Accounting Principles.
- Prioritize stakeholder satisfaction by providing quality services and important assets in terms of providing a good quality according to company values without violating the Company’s regulations and the applicable law.
- Agility and Ability to Adapt to Environmental Changes
- Always ready to manage business risks due to changes in the infrastructure industry.
- Monitor and quickly follow every positive opportunity arising from changes or development of the environment.
- Maintain the confidentiality of Information
- All forms of the Company’s information must be kept confidential in accordance with the legislation and norms of business practice.
- It is prohibited to intentionally misuse or leak the Company information (such as: information of plans to takeover, merger and repurchase shares) for personal or any other party’s economic interest, this applying to;
- Former members of the Board of Commissioners, Board of Directors or employees who do not work in the Company anymore;
- Members of the Board of Commissioners, Board of Directors or employees who still work in the Company;
- When knowing there is a potential or actual use of confidential information for the benefit of another party without the Company’s knowledge, action should be taken to prevent or deal with it.
- Business partners are entitled to obtain information relevant to their business relationship with the Company so that each party can make decisions based on fair and reasonable consideration.
- Conflict of Interest
Conflict of Interest is the difference between the Company’s economic interests with the personal economic interests of the Board of Directors, Board of Commissioners, employees or major shareholders that may affect the execution of duties or objective decision-making.
In performing their duties and obligations, the major shareholders, Commissioners, Directors, and employees are prohibited from abusing their position and authority, and must always prioritize the interests of the Company.
At the time of decision-making, if there is a party who has a conflict of interest, such party shall notify the other decision-makers, and that party then being debarred from participating in the decision making.
In carrying out their duties, the Board of Commissioners, Board of Directors, or employees are not allowed by the Company to take the chance or business opportunity for themselves when there is a conflict with the Company’s economic interests.
Areas of conflict of interest include, but are not limited to:
- Doing work outside the Company or involved in rival companies (competitors).
- Using confidential information for personal gain, or the benefit of another person or company (including competitors).
- Using the authority to select suppliers based on closeness of relationship (brother, sister, in-laws, distant relatives, friends, members of political parties, etc.) instead of professional judgment.
- False Statement
False statement is an oral or written statement that is deliberately made untrue or misleading and may harm the Company, stakeholders or other parties.
The scope of a false statement includes but is not limited to:
- Fabricating documents.
- Giving false statements intended to embezzle or hide transactions for the benefit of the Company, personal, other parties or stakeholders.
- Protection of Personal Privacy
- Protection of Personal Privacy is highly regarded and upheld by the Company.
- Preventing any of disclosure that is contrary to the law, morals and ethics of personal information.
- The Company guarantees and cares about the creation of a conducive working environment, including occupational health and safety so that every employee can work creatively and productively.
- Community Development
- Establish mutually beneficial partnerships, with commitment to protect all parties, including employees, stakeholders, customers, and communities in the surrounding environment.
- The Company shows its concern for the environment by conducting activities with the surrounding communities that are beneficial to the society and environment as part of its social responsibility to provide training for people with physical and mental disabilities.
- Provide scholarships for underprivileged and high-achieving children who are unable to continue their education and have been chosen by the educational institution that will receive the scholarships.
- Relationship with Employees and Government Officials
- The Company always maintains conventional, fair, and ethical relationships with the Employees and Government/State Officials.
- To maintain good relationships between employees, the Company must ensure the availability of information required by the employee through a communication system that runs well and on time.
- To maintain good relationships with the government, the Company is proactive while keeping conventional, fair, and ethical relationships to expand its business, which means finding the right assets, creating deals, and building good relationship with the government in accordance with the Corporate’s value of Proactive.
- In terms of the relationship between the Company’s employees with government officials, the Company prohibits giving Gifts of value beyond a reasonable limit that may cause an other party to perceive it as something that could affect the decision of the person receiving the gift.
- Gifts
- Gifts or Grants or Rewards include the gift of money, goods, services etc. given without any compensation as occurring in trade, although it is possible that the giver may expect something in return, either in the form of prestige or power.
- The Company prohibits accepting gifts of any kind related to the Company’s business activities. Except if the gift has a value within reasonable limits and will not cause the other party to perceive it as something that could affect the decision of the person receiving the gift.
- The Company prohibits any form of gift-giving. except if the gift is given in order to promote business activities, and has a value within reasonable limits, and will not cause the other party to perceive it as something that could affect the decision of the person receiving the gift.
- Donation
Giving a donation of money or assets of the Company for charity is allowed by the Company so long as it is in accordance with the legislation and within reasonable and proprietary limits, as well as according to the rules established by the Company.
Giving a donation of money or assets of the Company to a Political Party, or one or more than one legislative or executive candidates is allowed by the Company as long as the donation value, terms and conditions are in accordance and do not conflict with the prevailing laws and regulations. - Involvement in Political Activities
The Company allows the Commissioners, Directors, and employees to participate in politics or become a member of a Political Party. However, the Company prohibits the Commissioners, Directors, and employees to perform any political activities in the Company’s environment for any reason, including prohibition from forcing others to choose or follow a political party.
The Company prohibits the use of its assets and facilities for a political activities, such as: using the Company’s car or office for political campaign, providing information to the Company’s employees in the office environment as a political campaign activity.The Company has applied GCG guidelines as referred in General Guideline of Indonesian Corporate Governance issued by Indonesian National Committee of Governance in 2006
Internal Fraud
No internal fraud committed by the Company’s employees that affected was its financial condition in 2013.
Whistle Blowing System
Whistle blowing policy is a system that manages complaints/disclosures of unlawful conducts. It also reflects the Company’s strong commitment in implementing GCG principles.
As a public company, the Company protects all internal and external parties who want to submit a complaint to the Audit Committee about any Company information deemed inappropriate or inaccurate, especially, the disclosure of information related to important areas such as the Company’s annual and financial report, press release, etc.
The reporting mechanism uses a special scheme which is submitted to the related Head of Business Unit and also to the Company’s Internal Audit Unit and Human Resources (HR) division of each Business Unit, through email facility or any application provided to facilitate the process. The identity of employees who submit a report will be kept confidential by all parties involved in handling the reported problems.
The Company and its employees are not allowed to take actions that are detrimental to the party who act in good faith in submitting a complaint according to the procedures, such as to harass, threaten, suspend, dismiss, or other discriminating actions. All complaints or allegations that have no basis, especially those that may damage the reputation of the Company or certain employees, will be considered as a serious offense and can be subjected to sanctions according to the Company’s regulations.
Legal Issues
During 2013, as of 31 December 2013, the Company did not have ongoing legal cases in ourt or that awaited a permanent legal decision.
Internal Control System
The Company followed its Good Corporate Governance Manual which was approved by the Board of Directors on 28 October 2011, with clue reference to the Code of Good Corporate Governance issued by the Indonesian National Committee on Governance in 2006.
In order to implement internal controls which are apt and reliable, every transaction recorded must be approved by a competent authority in accordance with the authorization and delegation of authority as validated by the Authorization Matrix, and recorded in the Company’s Financial Statements in compliance with the Generally Accepted Accounting Principles (GAAP) guidelines.
The Company’s Internal Control System over Policies, Procedures, and Delegation of Authority/Authorization is a continuous and sustainable framework based on the COSO Internal Control Integrated Framework. With the implementation of the system, the Company’s operations became more efficient and effective, including the Company’s safeguarding of assets, reliability of financial and management reports, and compliance with all laws and regulations.
One of the main tasks of the Internal Audit Division is to constantly evaluate the effectiveness of internal controls in order to ensure a reliable internal control system, as well as to develop/ update the internal control system according to the Company’s development.
Provision of Funds to Related Parties and Core Debtorsas of the end of December 2013
In 2013, there were no extraordinary events affecting the Company’s financial condition, as the right mitigation strategies was implemented.
Report on the Company’s activities that Pollute the Environment
In its activities, the Company never knowingly affects the environment negatively, especially in terms of environmental pollution.
Important Litigation
In 2013, there were no important litigations involving the Company, Board of Commissioners or Directors that are not disclosed in the Financial Report, either affecting or not affecting the Company’s objective.
Compliance of Tax Obligation
The Company always administers its tax liabilities for income tax and payment of other tax liabilities.
Discrepancies with SFAS
According to the report of the Public Accounting Firm of Tanubrata Sutanto Fahmi & Partners (Member of BDO International Limited) as of 26 March 2014, it is stated that the Company has fulfilled the Company’s compliance duties towards several articles of the Law, Government Regulation, Ministerial Decision, and other government regulations.
Share Option
There was no share options disbursement policy owned by the Board of Commissioners, Board of Directors, and Executive Officials of the Company of to buy the Company’s shares.
Information Dissemination Media
One of the principles in GCG is transparency. A form of transparency includes transparency in disseminating Company information which is accurate, recorded, processed, and summarized into a report in a certain period of time according to the applied information available.
The Company disclosed a number of critical item of information which could be used by stakeholders to analyze the Company’s performance such as the financial position, condition, performance, and prospect, which are available in the Annual Reports, Periodical and Interim Financial Report, as well as press releases and other information disclosure to the public. The information is constantly updated so the public can always obtain the latest information of the Company.
Moreover, the Company also disseminates information to every employee in the form of press release through internal magazines, internal memo, and internal email.
This is to assure equity of the information dissemination to all stakeholders. To announce information, the Company also utilizes other means or media such as employee gatherings and coordination meetings.
Information Management
To ensure the security and confidentiality of data and information, username, password, and anti-virus are created and installed in the network to access the LAN network of the Company.
The Availability of Data and Information
The Company provides data and information through website, email, intranet and internal bulletin accessible by every employee. The Company also provides data and information through the Company’s website by providing a guest book at www.nusantarainfrastructure.com accessible by the related parties such as customers, partners, and the public.
| User | Media | Available Content |
| Employee | Website, Intranet, Email, Webmail, Letter, Fax, Telephone | Network, Data Center, Vision and Mission, Values, Organization Structure, Company Profile, Line of Business |
| Partner | Website, Meeting, Email, Letter, Fax, Telephone | Contact Us/Customer Service, Organization Structure, Company Profile, Products and Services, Line of Business |
| Customer | Website, Meeting, Email, Letter, Fax, Telephone | Contact Us/Customer Service, Organization Structure, Company Profile, Products and Services, Line of Business |
| Supplier | Website, Meeting, Email, Letter, Fax, Telephone | Contact Us/Customer Service, Organization Structure, Company Profile, Products and Services, Line of Business |