Antam's GCG Practices
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The implementation of the best practices of corporate governance consistently and continuously has become the full commitment of Antam's management in managing the Company by maintaining the balance between the interest of shareholder and other stakeholders. In implementing good corporate governance (GCG), Antam has beyond than complied with the rules and regulations, we have strongly committed to implementing the principles of GCG (Transparency, Accountability, Responsibility, Independency and Fairness) in the entire operation of Antam.
Throughout the year 2011, Antam has conducted several enhancements by updating the planning of Antam's organization structure efficiently as well as recruiting and developing the quality of its human capital in line with the increasing business development of Antam's activities; enchancing the Performance Management System and Work Management System to support the implementation of sound performance evaluation; updating internal control system; applying risk management in the entire Antam's business activities; and continuously socializing and internalizing the implementation of GCG in Antam.
Antam's Board of Commissioners (BOC), the four Committees under BOC, Board of Directors (BOD) and other key executives continue to enhance their capabilities in performing oversight and managing the company, respective of their roles and responsibilities. They also continue to solidify their working relationships with each other and strengthening their ties with the staff. In short, Antam realizes the importance of maintaining a smooth relation and cooperation among governance body, management and staff in order to maintain and continuously improve GCG practice at Antam. To support its oversight function, the BOC established four committees at the board level, that include the Audit Committee, the Nomination, Remuneration and Human Resources Development (NRHRD) Committee, the Risk Management Committee, and the GCG Committee.
Each committee is chaired by a member of the BOC, and each committee's roles and responsibilities are documented in a charter. The performance evaluation of the BOC is to be conducted by the Nomination, Remuneration and Human Resources Development Committee, using a self-assessment or peer evaluation system as decided in the BOC meeting, and the results is to be communicated to the General Meeting of Shareholders (GMS). The evaluation is to be conducted by using criteria stipulated in the company's policy manual, such as attendance in board meetings and committee meetings. The performance evaluation of the BOD was conducted by the BOC based on pre-established Key Performance Indicators (KPIs), and the result is to be communicated to the GMS. Examples of KPIs include revenue growth, profitability, cost structure, solvability/leverage, sales, customer satisfaction, innovation, operational process, operational risk, regulatory and environmental process, integrated information technology, organisation climate, and employee skills and competency. The performance evaluation of Commissioner-level Committees uses a self-assessment or peer evaluation system. The evaluation is to be conducted by using several criteria such as attendance in committee meetings. In addition, the committee is also evaluated on aspects of conflict of interests, knowledge and understanding of the committee's roles and responsibility. Antam adopts Performance-based Management System for its senior executives based on several key factors such as cost management, innovation, operational process and customer satisfaction. The performance of each senior executive is linked to performance of the Board of Directors which lies under the Key Performance Index System. Antam currently prepares to launch Performance-based Remuneration System for its employees that will link performance of each individuals to their remuneration. The performance evaluation is collectively agreed by the Board of Directors and each of the senior executive. Each year, Antam's Board of Directors also meet with senior executives of the business units during the internal top management meeting to further review and give feedback to the performance of each business units.
In line with the vision, mission, goals and strategies, as well as the growing scope of operational activities and the appliance of business expansion regulations on mine and derivative products exploration and, Antam keeps striving to consistently implement GCG to achieve the objectives. The objectives of the implementation of GCG in Antam are as follows:
The structure of Corporate Governance is portrayed by the major organs of Companies which are General Meeting of Shareholders (GMOS), the Board of Commissioners (BOC) and the Board of Directors (BOD), as stipulated by Antam's articles of association and the prevailing regulations. Each organ has its role in GCG implementation and carries out its functions, duties, and responsibilities for the Company's best interest. GMOS has the authority that is not delegated to the Board of Commissioners and Board of Directors. The Board of Directors is fully responsible for management of the Company in accordance with its authorization, while the Board of Commissioners oversees the management activities conducted by Board of Directors and provides advice to improve Antam performance. The Board of Commissioners and the Board of Directors are appointed and dismissed by the GMOS. Independent Directors in one board system as regulated by ASX are represented by the Board of Commissioners in two-board system. The Board of Commissioners and the Board of Directors Antam share the same perception of the vision, mission, and values of the Company that indicates the balanced relations of both organs in retain business continuity in the long term.
Antam implements its CG policy through the implementation of Corporate Govenrance Policy, Code of Conduct, Charter of the Board of Commissioners, Charter of the Board of Directors, Committee Charters, Internal Audit Charter, Risk Management Corporate Policy Manual and other policies which support the consistent implementation of CG. These GCG soft structures are published at Antam's intranet and website and reviewed annually as well as revised to match the existing situation and condition as well as GCG best practices and revision to comply with the existing laws and regulations.