*To view the entire report, please view the Corporate Governance Section of www.antam.com

Executive Summary
Standard & Poor’s has assigned a Corporate Governance Score (“CGS”) of CGS-6+ to PT Antam Tbk. (ANTAM). This score reflects Moderate corporate governance standards on an international basis of comparison. ANTAM has taken a leadership role in corporate governance within Indonesia’s natural resources sector. It is one of the few Indonesian companies that is dual listed (Jakarta (JSX) and Australia (ASX) stock exchanges). In this regard, ANTAM has taken considerable steps in the area of corporate governance to comply with international standards. In 2003, ANTAM established five new board committees, including the Nomination, Remuneration and Human Resource, Mine Closure, Good Corporate Governance, and the Risk Management committees. We expect the ongoing implementation of the committee structure at ANTAM to lead to further improvements in corporate governance over time. However, the score also reflects several potential challenges to good corporate governance that are partly related to the government’s majority ownership stake (now 65%) that is held by the Ministry of State-Owned Enterprises (MSOE). The government’s sole holding of a Class A “Dwi Warna”
or golden share also grants it ultimate control over certain key decisions regardless of its actual ownership stake. While this reality is beyond the control of ANTAM’s Board of Commissioners (BOC) and Board of Directors (BOD), ANTAM has worked effectively within these constraints to improve its corporate governance structures and practices.

The main positive aspects of ANTAM’s governance profile include the following:

  • A simple and transparent ownership structure with the government owning a 65% majority stake through the MSOE.
  • Notwithstanding its controlling ownership stake and golden share, the government enerally lets the BOC/ BOD run the company, and its interests appear to be aligned with those of ther shareholders.
  • Processes and procedures that facilitate shareholder participation in shareholder meetings are in place.
  • Good relations are maintained with all financial and nonfinancial stakeholders.
  • There is timely and good quality disclosure of both financial and non-financial information.
  • An empowered and well-functioning Audit Committee oversees a strong external audit process.
  • The company’s board structure consists of a diverse, highly skilled, experienced and engaged BOD and BOC.

We also highlight the following areas of concern that constrain the overall score:

  • The government’s influence over the company warrants close monitoring because of the potential for its commercial interests to conflict with its public policy, political, or national interests in a way that is detrimental to minority shareholders. As a practical matter, this has not adversely impacted shareholder value. From a structural and legal standpoint, however, the government’s continued control of the board nominations processes and retention of the golden share limits the BOD’s and BOC’s independence as well as independent shareholders’ right to choose their own board representatives.
  • From a structural standpoint, the boards lack a strong independent base. Only two of the Commissioners meet local or global standards for independence.
  • While the Audit Committee demonstrates strong oversight over internal controls, we note some concerns over staff turnover, resourcing, and the level of finance and accounting experience within the internal audit function.
  • Compensation for senior executives, directors, and commissioners is cash-based only. This year, however, ANTAM is introducing merit based performance measures for individual members of the BOD and BOC in order to differentiate the compensation among individual senior executives and commissioners and thus align their interests with those of long-term shareholders

Analysts: Calvin Wong, Hong Kong,
Tel: +852-2533-3501,
E-mail: calvin_wong@standardandpoors.com
Eva Muis, Jakarta,
Tel: +62-21-5210077,
E-mail: eva.muis@pefindo.co.id
  Manggi Habir, Singapore,
Tel: +65-6239-6308,
E-mail: manggi_habir@standardandpoors.com
Severino Budipratama, Jakarta,
Tel: +62-21-5210077,
E-mail: severino.budipratama@pefindo.co.id

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