GCG

GCG

Basic Principle of GCG

In implementing the GCG (Good Corporate Governance), PT WIKA Bitumen refers to five basic principles as follows:

• Transparency
  Transparency to in carrying out the decision-making process and in expressing the relevant information about the company.
• Accountability
  Clarity of organizational function of company’s implementation and responsibility, thus the management of company could be implemented effectively.
• Responsibility
  Suitability of the corporate management towards regulation and law.
• Independency
  Independency of the company’s organizer to act without influence or pressure from any party that is against the valid regulation and law and principles of a healthy corporation.
• Fairness
  Fairness and equality in fulfilling the rights of stakeholders under existing agreement and regulation.

The General Meeting of Shareholders
General Meeting of Shareholders (GMS) has the authority that cannot be transferred to Directors or Board of Commissioners, which is limited by the Law and Articles of Association. The authorities are including requesting the accountability report from the Board of Commissioners and Directors in relation to the operation of the Company, changing of the Company’s Statue, appointing and dismissing Directors or Members of the Board of Commissioners, deciding on the division of tasks and authorities among Directors and Others.

The Company guarantees it gives and provides all information related with the Company to the GMS, as long as they are not in opposition with the interest of the Company and the applicable laws.

In order to ensure that GMS gives the optimum benefits as well as to ensure that all decisions undertaken during the GMS are decided after through considerations and are based on justified considerations, therefore the Company is mandated to provide all information and explanations related with the ongoing operation of the Company, as long as it is not contradiction with the Company’s interest and the applicable laws.

Corporate Governance Structure
In accordance with the Law no.40 Year 2007 on Limited Corporation, the structure of the company comprised Shareholders General Meeting (RUPS), Board of Commissioners and Directors. Those organs of the company play key role in the success of the GCG implementation. The organ of the company carry out its function in accordance with the regulations, company’s statue and other rules based on principle that each of the organ has independence in carrying out its duties , function and responsibilities for the best benefit of the company.

Key Performance Indicators
Key Performance Indicators, which were aimed at measuring the performance of WIKA Bitumen Directors in 2016, was set out in the Management Contract 2016 between Directors and Board of Commissioners with Shareholders, which were signed during the Shareholders Annual General Meeting on the Working Plan and Budget (RKAP) 2016.

The Management Contract of Directors and Commissioners of PT WIKA Bitumen consists of 5 (five) parameters which cover 14 (fourteen) Key Performance Indicators (KPI). The five parameters cover Leadership (5 KPIs). Costumer and Market Focus (3 KPIs), Employee Performance Improvement (2 KPIs), Production Process Management (2 KPIs) and Achievement of Company Performance (3 KPIs).

Audit Committee
Function, Duties, Authorities and Responsibilities of the Audit Committee

1. Function
   Audit Committee functions as the armed-length of the Board of Commissioners in performing in the function of supervision/surveillance. With regard to working relations, the Audit Committee has a direct working relationship and responsibility to the Board of Commissioners and has indirect working relationship with the Internal Auditor.
2. Duties
   The Audit Committee’s Duties are as follows:
   a. Assist the Board of Commissioners in ensuring the effectiveness of the internal control system and the effectiveness of the implementation  of the tasks of internal auditors and external auditors;
   b. Assess the implementation of activities and results of the audit conducted by the Internal and external auditors;
   c. Provide recommendations on the improvement of management control system and its implementation;
   d. Identify matters that requiring the attention of the Board of Commissioner as well as other tasks given by the Commissioner.
3. Authorities
   a. In exercising the authority, the Audit Committee shall work closely with the Internal Auditor;
   b. Propose to the Board candidates for nomination of external auditor and the reasons and the amount of honorarium / fee proposed for the external auditors;
   c. Oversee the implementation of audit and monitor discussions on audit findings conducted by an external auditor with Management;
4. Responsibilities
   Responsibilities of the Audit Committee cover the following matters:
   a. Financial Statements
   The Audit Committee has a duty to monitor and encourage the Company to ensure that its financial statement is prepared and presented in accordance with Financial Accounting Standards applicable in Indonesia.
   b. Internal Control Internal control is a process that is performed by the Management and employees, which are designed to obtain sufficient confidence in achieving the efficiency and effectiveness of operations, reliability of financial reporting and compliance with applicable laws and regulations.
5. Internal Audit
   a. Undertaking a review with Management and the head of Internal Audit on Internal Audit Charter, the Internal Audit activity, the number of auditors and organizational structure of Internal Audit.
   b. The Audit Committee approves the annual work plan and budget (RKAP) and any amendments thereto.
   c. Ensure that the Internal Auditors are given the freedom in carrying out their duties and responsibilities, and have a clear reference work and can work independently, objectively, accountability and transparently.
6. External Audit
   The Audit Committee supervises audits to, among other:
   a. Ensure that the external auditor implement Public Accountants Professional Standards and Accounting Principles which are generally accepted in Indonesia.
   b. Ensure that the external auditors are objective and independent in carrying out their duties in conducting the audit.
   c. Discuss the findings and other things that contain indications of internal control weaknesses, inefficiencies in the operation of the Company, misapplication of accounting standards, and violation of applicable laws and regulations on a regular basis at least once a month.
7. Compliance
   a. The Audit Committee reviews the effectiveness of the system to monitor compliance with the applicable laws and regulations and follow up on the results of investigation in the event of non-compliance.
   b. Discussing the findings of regulators and other things that contain indications of non-compliance and violation of applicable laws and regulations.
   c. Receive reports from Management and the relevant departments regarding any legal issues as well as violations of applicable laws and regulations.
8. Reporting
   a. The accountability of the Audit Committee to the Board of Commissioners is presented in the form of annual report of the implementation of the duties of the Audit Committee.
   b. Audit Committee is responsible for maintaining the confidentiality of documents, data and information of the Company.
   c. Delivering report periodically to the Board of Commissioners on the findings, which are then discussed in the meeting of the Audit Committee.

Risk Committee
Function, Duties, Authorities and Responsibilities

1. Function 
   Assist the board of commissioners in preparation of risk assessment policy and risk management also in analysis of coverage, depth and effectiveness of risk management of risk management process application, which had been done by the Company and giving the recommendation for required improvement.
2. Duties
   The risk Committee’s duties are follows:
   a. Evaluation the steps taken by the Directors in order to emply with the direction of shareholders in implementation of prudence principle, especially in risk management aspect.
   b. Evaluating the accountability report of Directors on the application of risk management including initial identification and activity execution process.
   c. Giving recommendation to the Board of Commissioners regarding the improvement of Risk Control System and reporting to the Board of Commissioners on any risks facing by the Company during implementation of Risk Management by the Company.
3. Authorities
   a. During execution of duties, the Risk Committee has the right to get fully access to information, free and unlimited towards the file’s on asset and resources of the Company.
   b. Direct Communication with related parties, including information, operational activities, financial condition and company management.
   c. Risk Committee corporate with the Audit Committee.
   d. Upon agreement of Board of Commissioners can get the input from professional outside the company in relation with the execution of duties, on company account.
4. Responsibilities
   Responsibility of the Risk Committee covers the following matters:
   a. Conducting review and evaluation of risk area identification of the Company business defined by the directors to be agreed with the board of Commissioners.
   b. Conducting analysis together with risk management unit in order to avoid the systemic and non-systemic risk of the company’s investment activities and providing input to the Board of Commissioners prior to the application of the policy.
   c. Ensuring that the implementation process of Risk Management has applied by management, which has designed to get enough confidentially to achieve the effectiveness in the company risk control.

Corporate Secretary
Considering the importance of a good relationship between the Shareholders, the Board of Commissioners and Directors as well as relations with Stakeholders, Company appointed a Corporate Secretary.

Internal Audit Unit
Internal Audit Unit also performs its function as an internal audit led by the Head of Internal Audit Unit and assisted by one auditor and one staff.

SPI has the authorities to ask for an explanation, either non writing or in writing, of any officer of the Company or other matters relating to the activities that have been, are being or will be implemented according to plan of the Bureau/Division.