Good Corporate Governance
Structure Corporate Governance
GENERAL MEETING OF SHAREHOLDERS
In accordance with Law No. 40 of 2007 Chapter I on General Provisions of Article 1 , the Company’s structure consists of a General Meeting of Shareholders (AGMS), the Board of Commissioners, and the Board of Directors.
The Annual General Meeting of Shareholders (AGMS) and Extraordinary General Meeting of Shareholders (EGMS) have all the authorities not granted to the Board of Directors and Board of Commissioners. The Company always strives to ensure that the rights of shareholders are always met and treats all shareholders equally.
The AGMS and EGMS has the right and authority of shareholders to control the performance of the Company within the limits stipulated by law or the Articles of Association.
- Annual Report
- Financial Statements which consist of at least the financial position at the end of the fiscal year indicating the Company’s financial performance in the current fiscal year compared with the previous fiscal year.
- Report on the Company’s activities and accomplishments.
- Name of members of the Board of Directors and Board of Commissioners (including any changes if available).
- Report on the implementation of corporate governance.
- Report on the implementation of social and environmental responsibility.
- The proposed use of the Company’s net earnings.
- Other matters to be approved by the GMS for the benefit of the Company.
The AGMS is held in each fiscal year no later than 6 months after the closing of the Company’s fiscal year. While an EGMS can be held at any time based on the need of and for the benefit of the Company.
Results of the Extraordinary GMS
The Deed of Minutes of Extraordinary General Meeting of Shareholders of PT Nusantara Infrastructure Tbk No. 25 dated 18 February 2013 made by Fathiah Helmi, SH, a Notary in Jakarta, stated that the EGMS approved the transfer of the Company's asset in the form of the Company's entire shares in PT Bintaro Serpong Damai ("BSD") and PT Bosowa Marga Nusantara ("BMN") to PT Margautama Nusantara ("MUN") which is a subsidiary of the Company with 99.97% (ninety nine point ninety-seven percent) of its shares are owned by the Company ("Transaction"). The transaction was carried out in line with the Company’s restructuring plan to make MUN as a parent company of the Company’s subsidiaries engaged in toll road management.
Results of the Annual GMS
Based on the Deed of Minutes of Annual General Meeting of Shareholders of PT Nusantara Infrastructure Tbk No. 87, dated 24 May 2013 and made by Fathiah Helmi, S.H., a Notary in Jakarta.
- First Agenda :
- Approved and accepted the Company’s Annual Report for fiscal year 2012 (two thousand and twelve) ended 31 December 2012, including the Annual Report of the Board of Directors, and Report of the Board of Commissioners supervisory duties, and authorized the Company’s Financial Statements for fiscal year 2012 (two thousand and twelve) which were audited by Public Accountant Tanubrata Sutanto Fahmi & Partners and as reserved report number: 366/1-N027/WSB -1/12.12 dated 28 March 2013 with an unqualified opinion.
- Approved the full release and discharge of responsibility (acquit et de charge) of the Company’s Board of Directors and Board of Commissioners in conducting the affairs of the Company and supervision of its performances during fiscal year 2012 (two thousand and twelve) as stated in the Company’s Annual Report.
- Second Agenda:
Approved the Company’s consolidated net earning in fiscal year 2012 (two thousand and twelve) amounting to Rp43,372,559,222 (forty-three billion three hundred seventy-two million five hundred and fifty-nine thousand two hundred and twenty-two Rupiah) Overall the Company still recorded accumulated losses (deficit) of Rp76,201,872,527 (seventy six billion two hundred and one million eight hundred and seventy-two thousand five hundred and twenty-seven Rupiah), thus after the net earning was calculated with the accumulated losses, the Company would not distribute dividends. - Third Agenda:
Approved and authorized the Company’s Board of Directors to assign Public Accountant registered with Bapepam-LK to audit the Company’s Financial Statements for fiscal year 2013 (two thousand and thirteen) and authorized the Board of Directors to determine the honoraria and other terms pertaining to such assignment. - Fourth Agenda:
Report on the Realization of Proceeds of Rights Issue I (PUT I). - Fifth Agenda:
Approved the amendment of the use of Proceeds of the Company’s Rights Issue I. - Sixth Agenda:
Changes in the Board of Directors and Board of Commissioners:
Approved the appointment of Mr. Muhammad Ramdani Basri as the Company’s President Director, Mr. Omar Danni Hasan as the Company’s Director, Dr. John Scott Younger, OBE, FICE as the Company’s Director, Mr. Arsianto Poerwanto as the Company’s Director, Mr. Darjoto Setyawan as the Company’s President Commissioner, Dr. David Emlyn Parry, BA,MSC,Ph.D as the Company’s Independent Commissioner, and Mr. Hartopo Soetoyo as the Company’s Independent Commissioner.
Therefore as of the closing of the Meeting, until the closing of the Annual General Meeting of Shareholders for fiscal year 2017 (two thousand seventeen) which will be held in 2018 (two thousand and eighteen), the composition of the Company’s Board of Directors and Board of Commissioner’s as follows:
Board of Directors President Director/Chief Executive Officer M. Ramdani Basri Director Danni Hasan Director Dr. John Scott Younger, OBE, FICE Director Arsianto Poerwanto Board of Commissioners President Commissioner Darjoto Setyawan Independent Commissioner Dr. David Emlyn Parry Independent Commissioner Hartopo Soetoyo
Authorized the Board of Directors with substitute right to state in a Notarial deed (if needed), with respect to the changes in the composition of the Board of Directors and Board of Commissioners as stated above, included but not limited to notify the Ministry of Law and Human Rights of the Republic of Indonesia and registration to other relevant authorized institutions. - Seventh Agenda:
Approved and authorized the major shareholders to determine the salaries and other allowances for the Company’s Board of Commissioners, and proposed to the Meeting to authorize the Company’s Board of Commissioners to determine the type and amount of remuneration for each member of the Board of Directors, and to authorize the Board of Directors Meeting to determine the duties and authorities of each Board member.
BOARD OF COMMISSIONERS
Requirements
Prospective members of the Board of Commissioners shall meet the following requirements:
- Have good character and morals
- Are able to carry out legal action
- Have never been declared bankrupt or become a member of the Board of Directors or Board of Commissioners who was found guilty of causing a company to go bankrupt within 5 (five) years prior to appointment.
- Have never been convicted of a criminal offense in financial sector within 5 (five) years prior to the appointment.
Responsibilities, Duties, and Authority of the Board of Commissioners
The Board of Commissioners has the responsibility:
- To supervise the management policies, the course of management in general, either related to the Company or the Company’s business, and to advise the Board of Directors.
The Board of Commissioners has the duties to:
- Supervise the implementation of management policies of the Company as executed by the Directors.
- Provide advice to the Board of Directors in their management of the Company.
- Monitor the effectiveness of Good Corporate Governance activities, Risk Management and Internal Controls which are implemented by the Company.
In performing its duties, the Board of Commissioners has the following authority to:
- Enter the building, grounds or other area used or controlled by the Company at any time during office hours.
- Inspect the financial records, letters, and other evidence.
- Assess and audit the levels of cash and cash equivalent instruments.
- Access information on all actions implemented or undertaken by the Board of Directors.
Provisions of Term of Office of the Board of Commissioners
- Members of the Board of Commissioners are appointed and dismissed by the GMS. The appointment is valid from the date specified in the GMS where members of the Board of Commissioners were appointed and ended at the closing of the 5th (fifth) Annual GMS after the date of appointment of the members of the Board of Commissioners, unless otherwise specified in the GMS, and may be reappointed after the end of their term in accordance with the GMS decision. If there is a replacement of members of the Board of Commissioners before the end of their term, the new member shall serve the remaining term of office of the replaced member of the Board of Commissioners.
- Office of the members of Board of Commissioners will end if their term expires, if they resign, no longer meet the requirements of the applicable legislation, pass away or are dismissed based on the GMS decision.
- In case of vacancy in the office of the Board of Commissioners, the filling of that vacancy is carried out in accordance with the Company’s Articles of Association.
Composition of the Board of Commissioners
The Board of Commissioners consist of 3 (three) members including a President Commissioner. Profiles of the board of commissioners are available in a separate chapter of this Annual Report (read page 32). Board of Commissioners consists of:
| Name | Position | Start | End |
| Darjoto Setyawan | President Commissioner | 24 May 2013 | Annual GMS 2018 Fiscal Year 2017 |
| David Emlyn Parry | Independent Commissioner | 24 May 2013 | Annual GMS 2018 Fiscal Year 2017 |
| Hartopo Soetoyo | Independent Commissioner | 24 May 2013 | Annual GMS 2018 Fiscal Year 2017 |
Board of Commissioners Meeting
The Board of Commissioners holds internal meetings whenever deemed necessary. The results of the Board of Commissioners Meeting are set forth and well documented in the Minutes of Meetings, including if there is dissenting opinion in the Meeting. In 2013, a Board of Commissioners Meeting was held 4 (four) times.
Joint Meeting of the Board of Commissioners and Board of Directors
In 2013, the Board of Commissioners and Board of Directors held 5 (five) meetings with an average attendance rate of 94%.
The Board of Commissioners Development Program
In 2013, the Board of Commissioners independently participated in various training programs, conferences, seminars or workshops to improve their competencies and skills.
Work Relationship between the Board of Commissioners and Board of Directors
- The Board of Commissioners reserves the right to gain access to the Company information.
- The Board of Directors is responsible for ensuring that the Company information is provided to the Board of Commissioners.
- The Board of Directors is responsible to submit reports required by the Board of Commissioners.
BOARD OF DIRECTORS
The Board of Directors consists of 4 (four) members, one of which is President Director.
Duties, Responsibilities, and Authority of the Board of Directors
- Issuing management reports in the form of Annual Report, which includes the Financial Statements, the Company‘s activities report, and GCG implementation report.
- Request the GMS approval of the Annual Report and the GMS validation of the Financial Statements.
- Ensuring that the Annual Report is made available prior to the GMS, held in accordance with the applicable provisions, thereby allowing shareholders time to make an assessment. Perform their duties for the benefit of the Company in achieving its goals and objectives with regards to applicable laws and regulations and the Articles of Association of the Company.
- Formulate and implement the Company’s internal control systems, ensuring its reliability, in order to maintain the performance of the Company and comply with legislation.
Duty
The Board of Directors has the duties to:
- Develop the vision, mission, and values of the Company, as well as long and short programs to be discussed with and approved by the Board of Commissioners or the GMS in accordance with the provisions of the Articles of Association.
- Manage and apply the Company’s resources effectively and efficiently, with regards to the interest of the stakeholders.
- Ensure smooth communications between the Company and stakeholders by empowering the function of Corporate Secretary.
- Establish a clear written plan with focus on carrying out the requirements of corporate social responsibility.
Authority
The Board of Directors and President Director have the following authority:
- The President Director has the right and authority to act for and on behalf of the Board of Directors and represent the Company.
- The Board of Directors have the right to authorize the committees tasked to support the execution of their duties or to authorize the employees to perform certain tasks. However, the ultimate responsibility remains with the Board of Directors.
- In the event that the President Director is absent or unable to attend or prevented due to any cause, then two members of the Board of Directors have the right and authority to act for and on behalf of the Board of Directors and to represent or to acquire equity of another company, provided that the two members of the Board of Directors have obtained the written approval of the President Director.
- Without reducing its responsibility, the Board of Directors is authorized to appoint one or more authorized persons to act on its behalf and for that purpose provide a Power of Attorney, in which the holder is authorized to perform certain actions.
Term of Office and Composition of the Board of Directors Members of the Board of Directors are appointed and dismissed by the GMS. The appointment is valid from the date specified in the GMS where members of the Board of Directors were appointed and ended at the closing of the 5th (fifth) Annual GMS after the date of appointment of members of the Board of Directors, unless otherwise specified in the GMS, and may be reappointed after the end of their term in accordance with the GMS decision. If there is a replacement of a member of the Board of Directors before the end of his term, the new member shall have the remaining term of office of the replaced member of the Board of Directors, unless otherwise specified in the GMS.
Composition of the Company’s Board of Directors until 31
December 2013 is as follows:
| Name | Position | Start | End |
| Muhammad Ramdani Basri | President Director/Chief Executive Officer | 24 May 2013 | Annual GMS 2018 FIscal Year 2013 |
| Danni Hasan | Director | 24 May 2013 | Annual GMS 2018 FIscal Year 2013 |
| Dr. John Scott Younger, OBE, FICE | Director | 24 May 2013 | Annual GMS 2018 FIscal Year 2013 |
| Arsianto Poerwanto | Director | 24 May 2013 | Annual GMS 2018 FIscal Year 2013 |
Board of Directors Meeting
The Board of Directors holds internal meetings whenever necessary. The Minutes of Meeting are prepared by one of the Directors attending the meeting.
- Meeting of the Board of Directors may be held whenever deemed necessary by one or more members of the Board of Directors or at the written request of the Board of Commissioners or at the written request of 1 (one) or more shareholders with voting rightswho collectively represent 1/10 (one tenth) of the total number of shares issued by the Company.
- Meeting of the Board of Directors is chaired by the President Director. In the event that the President Director is absent or unable to attend a meeting of the Board of Directors, which does not need to be proven to a third party, then the meeting of the Board of Directors will be chaired by a member of the Board of Directors elected by and from the members of the Board of Directors present at the Meeting.
- Minutes of Meeting of the Board of Directors is made by someone present at the Meeting and appointed by the Chairman of the Meeting, and subsequently must be signed by the Chairman of the Meeting and one other member of the Board of Directors present and/or represented at the Meeting.
The Board of Directors Development Program
In 2013, the Board of Directors participated in various training programs, conferences, seminars or workshops, as follows:
| Directors | Seminar or Workshop |
|
Infrastructure Leaders Forum |
|
Dialogue Series |
|
Asia Pacific Economic Coperation 2013 (APEC 2013) |
|
|
Remuneration of the Board of Commissioners and Board of Directors
Each Commissioner and Director is entitled to remuneration according to their responsibilities and experience, as well as the knowledge and expertise they bring into the Company.
The amount of remuneration is proposed and decided by the Board of Commissioners in accordance with the authority granted by the GMS. Total remuneration package for the Board of Commissioners and Board of Directors in 2013 amounted to Rp7,699,050,000.
CORPORATE SECRETARY
The Company appointed Dahlia Evawani as the Corporate Secretary as stated in the Decision Letter of the Board of Directors dated 30 July 2013. In accordance with regulations prescribed by the Indonesian Capital Market Supervisory Agency (Bapepam-LK), the Corporate Secretary’s function is to act as a liaison with the Company’s shareholders, stock exchange authorities, and other parties concerned.
In performing her duties, the Corporate Secretary is responsible to:
- Follow the development of the capital market, especially the prevailing regulations in the capital market;
- Provide the public with any information needed by investors relating to the Company’s condition;
- Provide input to the Board of Directors to comply with the provisions of Law No. 8 of 1995 on Capital Market and its implementing regulations;
- Act as a liaison or contact person between the Company and the Capital Market Authority and the public;
- Prepare a Special List containing information about the Board of Directors, Board of Commissioners and their families within the Company and its affiliates, which include share ownership, business relations and other roles that may trigger any sort of conflict of interest with the Company;
- Make a Shareholders Registered including those having 5% ownership or more;
- Hold the GMS.
2013 Work Program
The Corporate Secretary is responsible to submit material information to all stakeholders in a timely, accurate, and accountable manner by always upholding the principle of transparency. The activities carried out in 2013 included
- The Extraordinary GMS.
- The Annual GMS.
- The Annual Public Expose.
- Submitted audited Financial Statements and Financial Statements to the Indonesia Financial Services Authority (OJK) and Indonesia Stock Exchange (IDX).
- Attended the Board of Commissioners Meetings and Joint Meeting of the Board of Commissioners and the Board of Directors as well as making the minutes of meeting.
- Became a coordinator for all Audit Committee activities.
- Conducted compliance reporting to regulators.
- Performed disclosure of information of any corporate actions taken by the Company’s subsidiaries.
- Established communications with the OJK, SRO (IDX, KSEI, KPEI) and other related parties.
Profile of Corporate Secretary
Helping the merger of the Company in 2006, Dahlia Evawani (Eva) began her career at the Company as Corporate Secretary Administration. The Company expands its infrastructure business sector through various corporate actions, such as rights issue, stock split, refinancing, mergers and acquisitions.
Along with the these developments, Eva’s career also progressed as Senior Corporate Administration. Armed with the experience of participating in various corporate actions and also her previous work experiences, especially at ABN Amro Bank and the Indonesia Bank Restructuring Agency (IBRA), in July 2013 Eva was trusted by the Company to serve as Corporate Secretary until today.
