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 to simply comply with 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 monitors and implements 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.  The stakeholders 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 9, 2017, located at Shangri-la Hotel, Surabaya, the Company held Annual and Extraordinary General Meeting of Shareholders.

 

Attendance of Directors and Board of Commissioners

Directors:
President Director : Mr. Oei Harry Lukmito
Director : Mr. Freddy Adam
Director : Ms. Titien Srimuljaningsih Hidayat
Director : Mr. Gary Iyawan
Director : Mr. Pahlawan Hari Tjahjono
Director : Mr. Hartono Wijaya
Director : Mr. Howard Ken Lukmito
Independent Director : Mr. Juliher Marbun
Board of Commissioners:
President Commissioner : Ms. Finna Huang
Commissioner : Mr. Agus Sandi Surya
Independent Commissioner : Ms. Hj. Ratih D. Item, S.H.

 

Meeting Chairman

Meeting was led by Ms. Finna Huang as President Commissioner of the Company.

 

Attendance of the Shareholders

The meeting was attended by shareholders and those with proxy, representing 1,508,885,418 (one billion five hundred and eight million eight hundred eighty five thousand and four hundred and eighteen) shares or equivalent to 87.42% (eighty seven point forty two percent) out of 1,726,003,217 (one billion seven hundred twenty six million three thousand two hundred and seventeen) fully paid-up shares issued by the Company.

 

Annual General Meeting Of Shareholders (AGMS)

(A) First Agenda
1. Approving the Company’s annual report for the year 2016.

2. Ratifying the Company’s report for the year ended 2016 which includes Consolidated Financial Report of the Companyand Its Subsidiaries for the year ended December 31, 2016 that has been audited by Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Achmad, Suharli & Rekan asstated in its Report No. 058/PHAAS-S/GA/III/2017 dated March 27, 2017.

3. Upon the ratification of the Company’s annual report, therefore as in accordance to the Company’s articles of association Article 19 paragraph 3, rendering full release and discharge (acquit et decharge) to all members of the Board of Directors from their management responsibility, and to all members of the Board of Commissioners for the supervisory duty during the year 2016 to the extent that those responsibilities and duties are reflected in the annual report of the company.

4. Board of Directors have reported the realization of Rights Issue funds use as regulated in OJK Regulation No. 30/POJK.04/2015.

 

(B) Second Agenda

Approving the allocation of company’s earnings for the year 2016, as follows:
1. Approving the use of the company’s profit for the year 2016 and deciding not to pay any dividend to the shareholders.
2. Net profit for the year 2016 amounted to Rp 21,144,246,987,- (twenty one billion one hundred forty four million two hundred forty six thousand nine hundred eighty seven Rupiah) recorded asretained earnings.

 

(C) Third Agenda

Authorizing the directors to appoint a public accounting firm registered at Otoritas Jasa Keuangan (OJK) as the company’s public accountant hence to audit the consolidated financial report of the company and its subsidiaries for the year ended December 31, 2016 and to determine the honorarium and other terms and conditions for the appointment of such public accounting firm.

 

(D) Fourth Agenda

Authorizing the Board of Commissioners of the company to determine the honorarium for all members of the Board of Commissioners of the company and to determine the salary and benefit for the members of the Board of Directors of the company.

 

(E) Fifth Agenda

Approving the appointment and/or change of the composition of the Board of Commissioners and/or Board of Directors of the Company to be as follows:
Board of Commissioners:
President Commissioner : Ms. Finna Huang
Commissioner : Mr. Agus Sandi Surya
Independent Commissioner : Ms. Hj. Ratih D. Item, SH
Directors:
President Director : Mr. Oei Harry Lukmito
Director : Mr. Freddy Adam
Director : Mr. Gary Iyawan
Director : Mr. Pahlawan Hari Tjahjono
Director : Mr. Hartono Wijaya
Director : Mr. Howard Ken Lukmito
Director : Ms. Titien Srimuljaningsih Hidayat
Independent Director : Mr. Juliher Marbun

Authorizing and granting power to the directors of the company, with substitution right, to set out the AGM decisions in a notarial deed, and to report to the authorized party, and to do all and every necessary action in relation to the decision in accordance with relevant law and regulations.

 

 
Extraordinary General Meeting of Shareholders (EGMS)

Amending the company’s articles of association including adjustment to OJK Regulation No.10/POJK.04/2017 about Change of OJK Regulation No. 32/POJK.04/2014 concerning Planning and Implementation of General Meeting of Shareholders of a Public Company.

Authorizing and granting power to the directors of the company, with substitution right, to set out the EGM decisions in a notarial deed, and to report to the authorized party, and to do all and every necessary action in relation to the decision in accordance with relevant law and regulations.