ANTAM's GCG Practices
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.
As a form of a comprehensive GCG Implementation, ANTAM makes a serious effort in adopting the best international standards such as the Australian Securities Exchange (ASX) Corporate Governance Principle and Recommendation issued by ASX Corporate Governance Council in 2010 and the ASEAN Corporate Governance Scorecard issued by ASEAN Capital Market Forum, as well as applied standards in Indonesia such as Indonesia Code of Good Corporate Governance issued by the National Committee on Governance (KNKG) in 2006, and the GCG standards for State Owned Enterprise (SOE) issued by the Ministry of State Owned Enterprises, State Owned Enterprise ministerial decree No. Per-01/MBU/2011 and SK-16/S.MBU/2012.
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's Board of Commissioners (BOC), the 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 three Board of Commissioners’ Supporting Committees, that include the Audit Committee, Good Corporate Governance, Nomination & Remuneration ( GCG-NR) Committee, and Risk Management 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 conducted by GCG-NR Committee by using self assessment method with indicators as stated in Board of Commissioners Charter. The results of BOC performance will be delivered in the General Meeting of Shareholders (GMS).
The performance evaluation of the BOD was conducted by the BOC based on Key Performance Indicators (KPIs), and the result is to be communicated to the GMS. The performance evaluation of Board of Commissioners’ Supporting Committees uses a self-assessment. 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 knowledge and understanding of the committee's roles and responsibility. In Management level, ANTAM adopts Performance-based Management System for its senior executives based on several key factors such as cost management, innovation, operational process. The performance of each senior executive is linked to performance of the Board of Directors which lies under the Key Performance Indicators.. 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.
ANTAM implements its CG policy through the implementation of Corporate Governance 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.
The Articles of Association of the Company has been amended several times, which was last amended by the Deed of the Resolution of the Annual General Meeting of Shareholders Number 67 dated 31 March 2015 jo. the Deed of the Resolution of the Extraordinary General Meeting of Shareholders Number 9 dated 8 December 2015, both of which were made before Notary Fathiah Helmi, S.H., Notary in South Jakarta, which amendments stated therein had been notified to the Minister of Law and Human Rights of the Republic of Indonesia, which receipts of notification are stated in the Letter of the Minister of Law and Human Rights of the Republic of Indonesia Number AHU-AH.01.03-0927518 dated 27 April 2015 and the Letter of the Minister of Law and Human Rights of the Republic of Indonesia Number AHU-AH.01.03.0986321 dated 8 December 2015, and which had also been approved by the Minister of Law and Human Rights of the Republic of Indonesia by virtue of the Decree of the Minister of Law and Human Rights of the Republic of Indonesia Number AHU-0934135.AH.01.02.Year 2105 dated 27 April 2015.
The Deed of the Resolution of the Annual General Meeting of Shareholders Number 67 dated 31 March 2015 can be downloaded here.
The Deed of the Resolution of the Extraordinary General Meeting of Shareholders Number 9 dated 8 December 2015 can be downloaded here.
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; enhancing the Performance Management System and Work Management System to support the implementation of sound performance evaluation, evaluating Management Policy, Standard Operating Procedures (SOP), Work Instructions (WI) periodically, 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.
In order to evaluate the GCG Implementation, ANTAM has conducted GCG Assessment by Independent Assessor since 2004. The Annual GCG assessment refers to parameter SK-16/MBU/2012 from SOE Ministry, Indonesia Code of GCG (KNKG), ASX Corporate Governance Principles & Recommendations and ASEAN Corporate Governance Scorecard. ANTAM also participated in Corporate Governance Perception Index (CGPI) Assessment conducted by Indonesian Institute of Corporate Governance (IICG) and received Most Trusted Company award. BOD and BOC report the status of GCG Implementation to shareholders in the Annual General Meeting.
In line with the implementation of Good Corporate Governance principles and the Code of Conduct of ANTAM, we would like to announce the following matters: