Corporate Governance

Governance Statement

PT Sekar Bumi, Tbk is committed to continuously apply the principles of good corporate governance, and we believe that this application needs to be done on an ongoing basis more than just comply to the standards and regulations, while maintaining a balance between the interests of shareholders and the interests of other stakeholders.

 

As a manifestation of this commitment, the management always pay attention to and implement the company's operation according to the standards, regulations, and direction of the board of directors for the purposes and interests of the company's performance improvement based on high ethical values.


We have a strong conviction to maintain and enhance the application of the principles of good corporate governance in the whole range of PT Sekar Bumi, Tbk, and to ensure the sustainability of the application, we continuously monitor the process and its implementation through existing devices.


Our commitment has brought positive results to stakeholders.  Investors also acknowledge our level of transparency and disclosure quality, which is reflected in obtaining numerous awards and trademarks related to the quality of our products.


We are also committed to continuing to improve the implementation of the principles of corporate governance in PT Sekar Bumi Tbk, in line with business growth and dynamics of the existing regulations.

 

CORPORATE GOVERNANCE IMPLEMENTATION OBJECTIVE 

To support the achievement of the strategy and objectives in line with the vision and mission stated, we are committed to implementing and developing the corporate governance, which aims to:


Create a better reputation for the company, directors, and managers;
Lower the cost of capital and enhance the value of the asset;
Improve access to capital markets;
Stimulate performance and operations efficiency.
Increase values ​​of the company, through increased financial performance and minimization of investment risk decision  which comprises any conflict of interest.

 

CORPORATE GOVERNANCE STRUCTURE AND POLICY

The structure of corporate governance in PT Sekar Bumi, Tbk is as follows:

In order to improve the quality of the implementation of good corporate governance, management continues to improve structure and procedure implementation and ensure the application of the principles of transparency, accountability, responsibility, independence and fairness in every line of the company.


It aims to minimize the potential risk of conflict of interest in the execution of duties, functions and responsibilities both at the level of the Board of Commissioners, Board of Directors, management and employees.

 

CORPORATE GOVERNANCE POLICIES

In the implementation of the principles of good corporate governance, policy support is absolutely necessary so that implementation can run smoothly and focused. These policies include:

Code of corporate governance
Code of conduct
Internal audit charter
Whistleblowing system
Transparency of information policy
Risk management policy
Conflict of interest policy

These policies will continually be evaluated, refined and equipped with a variety of other policies required in accordance with the provisions and standards.

Hierarchy of corporate governance policy is described as follows:

 

General Meeting of Shareholders

General Meeting of Shareholders is the organ of a company which are given the authorities which are not given to the Board of Directors and Board of Commissioners as stipulated in the Law on Limited Liability Companies.

In General Meeting of Shareholders (GMS), shareholders are entitled to obtain information relating to the company from the Board of Commissioners and/or Board of Directors according to the agenda of the meeting and not contradict with the interests of the company.


The GMS in others agenda is not entitled to take a decision, unless the shareholders present and/or represented at the GMS and approve the addition of the meeting agenda. Shareholders, either alone or represented by power of attorney is entitled to attend the GMS and to use their voting rights in accordance with the number of shares owned. Members of the Board of Commissioners and Directors are appointed by the GMS.


Included in the authority of the GMS is to change the Articles of Association of the Company; decide the division of tasks and responsibilities of the Board of Directors; as well as a merger, consolidation, acquisition, or the separation of the Company. GMS and /or shareholders cannot intervene against the duties, functions and powers of the Board of Commissioners and Board of Directors. This does not diminish the authority of the GMS to exercise this right in accordance with the Statutes and regulations. The decisions taken at the GMS must be in fair and transparent manner with due regard to the interests of the Company's business in the long term, including but not limited to the appointment of members of the Board of Commissioners and Board of Directors, the decision to accept or reject the report of the Board of Commissioners and Board of Directors, the appointment of the external auditors, as well as conformity between the remuneration and dividends.

On May 10, 2016, taking place at Shangri-la Hotel, Surabaya, the Company held Annual and Extraordinary General Meeting of Shareholders.

 

Annual General Meeting Of Shareholders (AGMS)


Approving the Company’s annual report for the year 2015.

Approving the Company’s accounts for the year 2015 including the Company’s and its subsidiaries’ consolidated financial report for the year ended December 31, 2015, audited by Public Accountant Paul Hadiwinata, Hidajat, Arsono, Achmad, Suharli & Rekan as outlined in Report No. 041/PHAAS-S/GA/III/2016 dated March 23, 2016.


Following the approval of the Company’s accounts, therefore as in accordance with the Company’s articles of association Article 19 paragraph 3, the Company’s directors are granted discharge and release of full responsibilities (acquit et decharge) of all management actions done, and to the members of the Board of Commissioners of all monitoring actions done throughout the year 2015, as long as those actions are reflected in the Company’s accounts.

2. Approving the use of Company’s net profits for the year 2015, as follows:
To grant approval of the use of Company’s net profits for the year 2015 and to stipulate that there is no dividend distribution to the shareholders;
Net profits for the year 2015 amounted to Rp 40,360,748,110 (forty billion three hundred sixty million seven hundred forty eight thousand one hundred and ten Rupiah) are accounted as retained earnings.
3. Granting authority to the Directors to appoint a public accountant registered with OJK to be the Company’s public accountant to perform audit over the company’s and subsidiaries’ consolidated financial report for the year ended December 31, 2016 and to set out the honorarium and other necessary appointment requirement.

Granting authority to the Company’s board of commissioners to set out honorarium for the Company’s board of commissioners and to set out salaries and allowances for the Company’s directors.
Granting authority to the Company’s board of commissioners to change the structure of the company’s directors to be as follows:
President Director : Mr. Oei Harry Lukmito
Directors :
Mr. Freddy Adam
Ms. Inge Indriana Satyawan
Mr. Gary Iyawan
Ms. Titien Srimuljaningsih Hidayat
(independent director)
Mr. Pahlawan Hari Tjahjono
Mr. Hartono Wijaya (newly appointed director)

and to grant power to the directors to set out the meeting decision, which is the change in the structure of the company’s directors in a notarial deed and to report to the Ministry of Law and Human Rights.


Extraordinary General Meeting of Shareholders (EGMS)

Making adjustment of Articles of Association Article 3 regarding Purpose and Objectives as in accordance with OJK Regulation No. IX.J.1 and granting authority to the company’s directors to take necessary actions and to set out the adjustment in a notarial need.

Approving the company’s plan to increase capital through pre-emptive rights issuance to the company shareholders, up to 2,400,000,000 (two billion four hundred million) shares with nominal value of Rp 100,00 (one hundred Rupiah) per share.

 

Granting authority to the company’s directors to take necessary action in relation to the exercise of the pre-emptive rights issuance, namely to make adjustment of the Article 4 paragraph (2) and (3) of the Company’s articles of association regarding the increase of share capital fully issued and paid and to restate them in a deed in front of the authorized notary in relation to the exercise of the pre-emptive rights issuance.

 

On November 30, 2016, taking place at Shangri-la Hotel, Surabaya, the Company held an extraordinary general meeting of shareholders.

A. First Agenda
Increasing the company’s share capital from Rp 340,000,000,000 (three hundred forty billion Rupiah) to Rp 650,000,000,000 (six hundred fifty billion Rupiah), therefore adjusting Article 4 Paragraph 1 of the Company’s Article of Association, henceforth written and stated as follows:

Article 4 paragraph 1:
The company’s share capital amounted to Rp 650,000,000,000 (six hundred fifty billion Rupiah), consisting of 6,500,000,000 (six billion five hundred million) shares, with nominal value of Rp 100 (one hundred Rupiah) per share.
Granting power and authority to the company’s directors, with substitution right, to do all and every action necessary in relation to the decision, including but not limited to state/set out the decision in notarial deeds, and to submit request for approval and/or to submit notification of the decision and/or the change in the Company’s articles of association to the authorized institutions, and to set out adjustment and/or additions in any form necessary to obtain approval and/or the receipt of such notification, and to submit and sign all requests and other documents, to choose place of domicile and to do all other actions necessary.

 

B. Second Agenda
Approving the acquisition and participation in a business entity, project, and/or certain business activity, namely:
Acquisition of 22,500 (twenty two thousand five hundred) shares owned by Clareville International Limited, or equivalent to 90% (ninety percent) from the total share capital issued and fully paid of PT Sentra Budidaya Biotek, domiciled in South Jakarta, or Rp 268,000,000,000 (two hundred sixty eight billion Rupiah);

New share capital injection, namely:
Up to 10,495 (ten thousand four hundred and ninety five) shares or equivalent up to 29.57% (twenty nine point fifty seven percent) from total share capital issued and fully paid of PT Sentra Budidaya Biotek, domiciled in South Jakarta, or up to Rp 125,000,000,000 (one hundred and twenty five billion Rupiah);


Up to 17,600 (seventeen thousand six hundred) shares or equivalent up to 41.32% (forty one point thirty two percent) from the total share capital issued and fully paid of PT Bumi Pangan Utama, domiciled in Tangerang, or up to Rp 150,000,000,000 ( one hundred and fifty billion Rupiah).

 

Acquisition transaction and new share capital injection are considered material transactions as stipulated in the OJK Regulation No. IX.E.2 regarding Material Transaction and Change in Main Business Activity, and affiliated transaction but not considered a transaction with conflict of interest as stipulated in Regulation No. IX.E.1 regarding Affiliated Transaction and Conflict of Interest on Certain Transaction, as announced in:
Change and/or additional information on the Announcement to the Shareholders regarding Extraordinary General Meeting of Shareholders of PT Sekar Bumi Tbk (‘the Company’) and Information Disclosure to the Shareholders in relation to the Capital Increase Through Pre-Emptive Rights Issuance, Affiliated Transactions, and Material Transactions, on the company website, Indonesia Stock Exchange website, and Investor Daily newspaper on September 23, 2016.

 

Additional Information regarding Affiliated Transaction and Material Transaction as stipulated in Regulation No. IX.E.1 and IX.E.2 from which the funding come from the capital injection through the exercise of pre-emptive rights, on the company website, Indonesia Stock Exchange website, and Investor Daily newspaper on November 28, 2016.

Granting of power and authority to the company director to do all and every action necessary in relation to the decision, as in accordance with the applicable law and regulation.

 

C. Third Agenda
Accepting the resignation of Mr. Loddy Gunadi as the Company’s president commissioner, thanking him for his service and performance in the Company, effective from after this meeting is closed.

Appointing Ms. Finna Huang, as President Commissioner, and Mr. Howard Ken Lukmito as Director, effective from after this meeting is closed, therefore, henceforth the structure of the Company’s board of commissioners and directors effective from after this meeting is closed until the Annual General Meeting of Shareholders is being held and closed in 2017, is as follows:


Board of Commissioners
President Commissioner : Ms. Finna Huang
Commissioner : Mr. Agus Sandi Surya
Independent Commissioner : Mr. Juliher Marbun

Directors
President Director : Mr. Oei Harry Lukmito
Director : Mr. Freddy Adam;
Director : Ms. Inge Indriana Satyawan;
Director : Mr. Gary Iyawan;
Director : Mr. Pahlawan Hari Tjahjono;
Director : Mr. Hartono Wijaya;
Director : Mr. Howard Ken Lukmito;
Independent Director : Ms. Titien Srimuljaningsih H;

Granting power and authority to the company directors, with the right of substitution, to set out/state the decision regarding the structure of the members of the Board of Commissioners and Directors abovementioned in a notarial deed, and to submit notification to the authorized party, and to do all and every action necessary in relation to the decision, as in accordance with the applicable law and regulation.