Good Corporate Governance Compliance
The Board of Commissioners and the Board of Directors are committed to the Good Corporate Governance principles of Transparency, Accountability, Responsibility, Independency, and Fairness in compliance with the recommended best practices for the listed Company and relevant rules, regulations and guidelines of the Regulator. In addition, the Company aims to attain the highest international standards and best practices in the adoption and implementation of sound principles of Corporate Governance.
The following are the CG Factsheet based on GCG Policy of the Company issued on 2012 as a revised version of the earlier GCG Policy initially published in 2009.
Rights & Equality of Shareholders and Shareholders' Meeting
The Company’s shareholders shall have the same basic rights as follows:
- Rights to receive share certificate and rights to transfer the shares.
- Rights to receive adequate information in a timely fashion and in a form appropriate for making decisions.
- Rights to attend, express an opinion and vote in the General Meeting of Shareholders.
- Rights to elect and remove commissioners and directors.
- Rights to approve the appointment of external auditor
- Rights to share in profits of the Company
The Board of Commissioners and Board of Directors values the importance of General Meeting of Shareholders and shall facilitate all shareholders to attend meetings, obtain access to information, pose questions and exercise voting rights at the meeting in an equitable manner. The Board of Directors shall present important matters, even beyond those required by law to shareholders so that they can participate in the decision-making while ensuring that shareholders receive full, adequate and timely information for decision-making purposes. In addition, it shall support and facilitate appropriate voting procedures including voting by proxy by providing at least one Independent Commissioner to vote on shareholder’s behalf.
The Board of Directors encourages shareholders to express their views and opinions to seek explanations or to pose questions. Board of Commissioners and Board of Directors are required to attend General Meeting of Shareholders to answer shareholder’s questions.
The Board of Directors shall prepare the minutes of General Meeting of Shareholders and distribute them to Shareholders via the Company’s Website within 30 days from the meeting date.
Conflict of Interest
The Board of Commissioners shall not allow Commissioners, Directors, and employees to seek personal gains from or to engage in business in direct competition with the Company or transactions that may lead to a conflict of interest with the Company. If such a transaction is unavoidable, the Board of Commissioners and or Board of Directors shall ensure that the transaction shall be carried out with transparency and fairness similar to transactions carried out with unrelated parties. Commissioners, Directors and employees having an interest in any transaction must not take part in its approval process.
If a transaction is considered a connected transaction according to the Regulator’s rule, the Board of Commissioners and Board of Directors must make sure that the relevant rules and procedures for disclosure regarding connected transactions by listed Company is strictly complied with.
The Board of Commissioners and Board of Directors recognizes the rights of stakeholders and therefore encourages cooperation between the Company and the stakeholders as well as other concerned parties including employees, customers, trading partners, creditors, government agencies, communities where the Company operates and the society at large. Commissioners, Directors and employees must comply with the Code of Conduct to ensure a fair and balance dealings with stakeholders.
In addition, the Board of Commissioners requires Board of Directors that operational information be reported to stakeholders and related parties through annual report, Company’s website and other relevant channels. Two-way communication channels have been established to ensure stakeholders and other parties to express their views or file grievance.
Disclosure and Transparency
Board of Directors shall disclose accurate, complete, adequate, regular and timely financial information and other information related to the Company’s business and performance. The disclosed-information will reflect the Company’s actual financial conditions and operational results as well as its prospects.
The Board of Commissioners and Board of Directors shall ensure strict adherence to all relevant laws, rules and regulations relating to the disclosure of information and transparency. The Company has established the function of Corporate Secretary to disseminate information to stakeholders and the function of Investor Relations shall assist investors and securities analysts to understand the Company and its business. Information posted in the Company’s website are in Bahasa Indonesia and English. In addition, the Corporate Communication Department has been assigned to widely publicize timely corporate information and performance data via various media.
Board of Directors has adopted the risk management system for all material and controllable risks which may affect the Company’s operations. This includes risks relating to the achievement of the Company’s vision and implementation of its strategies as well as risks in relation to the financial condition of the Company, its operation and other relevant areas. Risk management is carried out on the basis of probability that an identified risk may materialize and the likely impact of such a risk may have on the business. In addition, clear preventive and mitigation measures have been established. Systems to assess, monitor and report on risks have been set up.
A Risk Management Committee has been set up to report to the Board of Directors on its operation plans and performance and shall also regularly report to the Audit Committee. A periodical review ensures an adequate system and effectiveness of the risk management.
Board of Directors shall ensure an effective and efficient Internal Control System that cover every aspect of its operation and compliance with related laws, rules and regulations. Effective and adequate check and balance mechanisms are in place to protect shareholders investments in the Company and its assets. The Company shall clearly set procedure for delegation of authority and responsibility for management and staff.
An independent Internal Audit function is established to ensure that all operation units of the Company are in compliance with set operating procedures. Thus, the Internal Audit function shall :
- report directly to the President Director
- prepare and submit auditing report to President Director and Board of Commissioners
- provide administration services to Audit Committee
Monitoring & Evaluation Performance
To ensure that operation is in line with set goals, the Board of Commissioners requires that the management reports the results of actual operation in comparison with set targets on a regular basis. In the event that operation fails to perform as planned, Board of Commissioners together with management shall resolve the situation and prepare corrective strategic directions.
The Board of Commissioners shall regularly evaluate the performance of the Board of Directors. The criteria for such evaluation shall be related to the strategic plan and the annual business plan and shall be used in the determination of remuneration and incentives.
The Board of Commissioners shall ensure that a succession plan for the position of Commissioners and Directors is in place to ensure that the Company is managed at all time by executives with appropriate competence and skills.
Corporate Culture & Organizational Attitude
It is the duty of both the Board of Commissioners and Board of Directors to foster an appropriate corporate culture by assigning the management to design a desired corporate culture and to ensure that this is effectively communicated to all employees for common understanding. The Board of Commissioners and Board of Directors shall strive to set a good example for such culture.
Our values provide the foundation for our approach to sustainable long term growth– management of economic, environmental and social risks and opportunities.
We believe that an industry will be strong only when it is developed in tandem with social and environmental responsibility, which in turn creates shareholder value at each stage of our development. This sentiment underlies our Sustainable Development Policy and commitment to be a good citizen, being committed to social responsibility, high degree of fairness, integrity and ethical standards to all parties.
In every location, we are dedicated to conducting our business responsibly, ethically and lawfully in all matters and to comply with our Company standards. We put Sustainable Development into practice through the effective implementation of quality, safety and environmental management standards which identify, assess and manage risks to our people, contractors, the environment and our host communities, arising from all activities that we control or can influence.
To accomplish those goals, we:
- Minimize and responsibly manage environmental impacts, arising from our activities across the value chain.
- Set and achieve targets that promote efficient use of resources and include reducing and preventing pollution by assessing and considering ecological value and land use aspects in investment, operational and closure activities.
- Establish and maintain greenhouse gas inventory data and publicly report our emissions.
- Care for occupational health and safety of our employees and contractors by taking all practical and reasonable measures eliminate fatalities, injuries and occupational illnesses.
- Take pride in fundamental human rights and respect people of all races, nationalities, cultures and religions. We shall ensure that our employees are provided with fair remuneration, fair management and opportunities for learning and professional development.
- Bring sustainable benefits to our host communities and society, we seek to understand their needs, engage in open dialogue to build trust and take their views and concerns into account in our decision making.
- Operate efficiently and profitably by maximizing revenue, minimizing costs and investing to achieve long-term growth and value creation.
- Conduct or support research and innovation that promotes the use of our products and technologies that are safe, environmentally sound and efficient in their use.
In implementing the policy we establish measurable indicators to monitor and review our environmental, health, safety and social responsibility performance and use these to set goals for continuous improvement.
That commitment will be achieved through environmental, health, safety and social responsibility accountabilities and leadership in all levels of management.
Anti-Bribery and Corruption
It is ITM policy to conduct business with the highest ethical standards and will not tolerate the act of bribery and corruption in any form.
The Whistle Blowing Policy and System is established to encourage employees and other stakeholders to bring ethical and legal violations they are aware of to light to an internal authority via a system managed independently in a confidential manner without fear of retaliation.
ITM’s Whistle Blowing Policy rooted to the Company’s core values and in accordance with the Good Corporate Governance Principles and Practices. The Whistle Blowing Policy applies to all of ITM’s Personnel including Commissioners and Directors.