ASEAN Corporate Governance Scorecard
ACGS Guidences
| Requirement | Response | Evidence | |
|---|---|---|---|
| A.1. Basic Rights of Shareholders | |||
| A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? | Interim Dividend : SIG does not distribute interim dividends Dividend Script : SIG does not share the Dividend Script Final Dividend : SIG pays dividends 30 calendar days from the 2023 Annual General Meeting of Shareholders (AGMS): AGMS date: 17 April 2023 Dividend Payment Date : 17 May 2023 As disclosed in Summary of minutes AGMS 2023 The distribution of dividends for 2022 is disclosed in the SIG Annual Report for the 2022 Fiscal Year (pages 201 - 202) | Dividen Page 2023 Summary of minutes AGMS 2022 SIG Annual Report (page 201 - 202) |
| A.2 | Right to participate in decisions concerning fundamental corporate changes. | ||
| Do shareholders have the right to participate in: | |||
| A.2.1 | Amendments to the company's constitution? | Changes to the Articles of Association have been made by SIG through the AGMS on 17 April 2023 through the sixth item on the agenda "Changes to the Company's Articles of Association" in article 3, article 12 and article 18 as disclosed in Summary of Minutes of the 2023 AGMS SIG Articles of Association Article 3 Page 10), Article 12 (page 64) and Article 18 (page 121) | 2023 Summary of Minutes of the AGMS SIG Articles of Association (page 10) SIG Articles of Association (page 64) SIG Articles of Association (page 121) |
| A.2.2 | The authorisation of additional shares? | Shareholders are entitled to participate in validating additional shares as disclosed in: SIG Articles of Association Article 4 Paragraph (7) Capital Increase (page 25) SIG Annual Report for Fiscal Year 2022 Sub Chapter on Corporate Action (page 33) | SIG Articles of Association (page 25) SIG Annual Report 2022 ( page 33) |
| A.2.3 | The transfer of all or substantially all assets, which in effect results in the sale of the company? | Shareholders have the right to participate in transferring all or most of the assets resulting in the sale of the company as disclosed in SIG Articles of Association Article 25 paragraph (2) Quorum, Voting Rights, and Resolutions at the General Meeting of Shareholders (pages 151-153) | SIG Articles of Association (page 151-153) |
| A.3 | Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. | ||
| A.3.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? | The GMS determines salaries and honorarium for the 2022 financial year and performance bonuses (bonuses) for the financial year ending December 31, 2022 for members of the Company's Board of Directors and Board of Commissioners, as disclosed in Materials for the 2023 SIG AGMS Agenda, Agenda 4 " Determination of tantiem for the Financial Year of 2022, salary for the Board of Directors, and honorarium for the Board of Commissioners, including other facilities and other benefits for 2023" SIG Articles of Association Article 26 Use of Profits (page 165) | 2023 Materials for the SIG AGMS Agenda SIG Articles of Association (page 165) |
| A.3.2 | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? | Members of the Board of Directors and Board of Commissioners are appointed by the GMS from the candidates proposed by the Series A Dwiwarna Shareholders, the nomination is binding on the GMS. The procedure for selecting members of the Board of Directors/Board of Commissioners follows the latest changes in which the regulations are as follows: Regulation of the Minister of State-Owned Enterprises Number PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises Chapter IV Procedures for Appointing Members of the Board of Directors and Board of Commissioners / Supervisory Board of State-Owned Enterprises. SIG Articles of Association Article 11 Paragraph (3) page 48 and Article 14 Paragraph (4) page 94 AGMS 2023 Rules of Procedure Number 18 | Regulation of the Minister of State-Owned Enterprises Number PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises SIG Articles of Association (page 48) SIG Articles of Association (page 94) 2023 AGMS Rules of Procedure |
| A.3.3 | Does the company allow shareholders to elect directors/commissioners individually? | Shareholders may elect individual Directors/Board of Commissioners through the aspirations of the shareholders conveyed at the 2023 AGMS as disclosed in the tenth agenda item "Changes in the Composition of the Company's Management" by appointing the following names as the Company's Management: a. Mr. Yustinus Prastowo as Commissioner; b. Mr. Saor Siagian as Independent Commissioner; c. Ms. Reni Wulandari as Director of Operations; d. Mr. Subhan as Director of Business and Marketing Summary of the Minutes of the 2023 AGMS | 2023 Summary of the Minutes of the AGMS |
| A.3.4 | Does the company disclose the voting procedures used before the start of meeting? | SIG has outlined the voting procedures used prior to holding a GMS as disclosed in: The rules of conduct for the AGMS Number 18. Voting SIG Annual Report for Fiscal Year 2022 Sub-Chapter GMS Rules of Procedure (page 235) | 2023 AGMS Rules of Procedure 2022 SIG Annual Report (page 235) |
| A.3.5 | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? | As stated in the Minutes of the 2023 SIG AGMS that 2023 Minutes of the AGMS | 2023 Minutes of the AGMS Pages 47 - 48 2023 AGMS Rules of Procedure |
| A.3.6 | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? | SIG has disclosed the voting results including approval, dissenting opinion, and abstentions on each agenda item, as disclosed in Summary of GMS Minutes of AGMS informing the results of the voting, including agreeing, disagreeing and not voting for all decisions/every agenda item from AGMS 2023 contained in Agenda 1-6 | 2023 Summary of Minutes of the AGMS |
| A.3.7 | Does the company disclose the list of board members who attended the most recent AGM? | SIG has disclosed the list of Directors and Board of Commissioners present at the 2023 AGMS, as disclosed in Summary of the 2023 AGMS Minutes Paragraph 2 | 2023 Summary of Minutes of the AGMS |
| A.3.8 | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? | The 2023 AGMS was chaired by Mr. Rudiantara as the Main Commissioner which was attended by members of the Board of Directors and the Board of Commissioners, as disclosed in Summary of the Minutes of the 2023 AGMS Paragraph 2 | 2023 Summary of Minutes of the AGMS |
| A.3.9 | Does the company allow for voting in absentia? | SIG permits voting in absentia as disclosed in 2023 AGMS Rules Number 18. Voting | 2023 AGMS Rules of Procedure |
| A.3.10 | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? | SIG in carrying out voting stipulates that each holder of 1 (one) share has the right to cast one vote. Not all decisions are obtained through opinion polls as disclosed in 2023 AGMS Rules Number 18. Voting | 2023 AGMS Rules of Procedure |
| A.3.11 | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? | SIG has disclosed the appointment of an independent party for the purpose of counting the votes as disclosed in 2023 AGMS Rules Number 18. Voting | 2023 AGMS Rules of Procedure |
| A.3.12 | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? | SIG has published the voting results of all decisions from the 2023 AGMS, one (1) working day after the AGMS was held (April 18, 2023) as disclosed in Summary of 2023 AGMS Results | 2023 Summary of Minutes of the AGMS |
| A.3.13 | Do companies provide at least 21 days notice for all AGMs and EGMs? | Announcement of the 2023 AGMS: March 9, 2023?????? Invitation to the 2023 AGMS: March 24, 2023 Implementation of the 2022 AGMS: April 17, 2023 Based on the above information, the summons for the AGMS is made within 24 calendar days prior to the 2023 AGMS. | 2023 Announcement of the AGMS 2023 Invitation to the AGMS 2023 Summary of Minutes of the AGMS |
| A.3.14 | Does the company provide the rationale and explanation for each agenda item which require shareholders approval in the notice of AGM/circulars and/or the accompanying statement? | SIG has prepared an explanation for each agenda that requires the approval of the Shareholders as disclosed in Invitation for the 2023 SIG AGMS Materials for the 2023 SIG AGMS Agenda SIG Annual Report for Fiscal Year 2022 Sub-Chapter Governance How to Conduct GMS (pages 231-232) | 2023 Invitation for the SIG AGMS 2023 Materials for the SIG AGMS Agenda 2023 SIG Annual Report ( page 231-232) |
| A.3.15 | Does the company give the opportunity for shareholder to place item/s on the agenda of AGM? | SIG provides an opportunity for Shareholders to propose the AGMS agenda as disclosed in SIG Articles of Association Article 23 Place, Notification, Announcement, Invitation, and Implementation Time Paragraph (6) page 137 2023 SIG AGMS Rules of Procedure Number 16. Questions and Answers | SIG Articles of Association (page 137) 2023 SIG AGMS Rules of Procedure |
| A.4 | Markets for corporate control should be allowed to function in an efficient and transparent manner | ||
| A.4.1 | In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? | SIG has disclosed information related to Investment, Expansion, Divestment, Acquisition and/or Debt/Capital Restructuring in Bank Mandiri's Annual Report, stating that the involvement of third party services to assess the fairness of Investment, Acquisition, Divestment and Restructuring transactions is subject to applicable capital market regulations. as disclosed in SIG Annual Report for Fiscal Year 2022 pages 189-192 for each transaction SIG Articles of Association Article 29 Merger, Consolidation, Acquisition and Separation (pages 171-172) POJK Number 9/POJK.04/2018 concerning Takeover of Public Companies Article 17 | 2022 SIG Annual Report (page 189-192) SIG Articles of Association (page 171-172) POJK Number 9/POJK.04/2018 concerning Takeover of Public Companies |
| A.5 | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated | ||
| A.5.1 | Does the company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the company ? | SIG publicly discloses policies and practices to encourage shareholders to attend general meetings as disclosed in: Investor Menu (SIG Website - Investor Menu) SIG Annual Report for Fiscal Year 2022 Sub-Chapter General Meeting of Shareholders (pages 229-230) SIG Articles of Association Article 20 General Meeting of Shareholders (page 125) | Investor Menu 2022 SIG Annual Report (pages 229-230) SIG Articles of Association (page 125) |
| Requirement | Response | Evidence | |
|---|---|---|---|
| B.1 | Shares and voting rights | ||
| B.1.1 | Do the company's ordinary or common shares have one vote for one share? | n the implementation of voting, each share gives the right to its holder to cast 1 (one) vote whether the shares are company shares in general or common shares, as disclosed in Procedures for the 2023 SIG AGMS Number 18. Voting Procedures. SIG Annual Report for the 2022 fiscal year Sub Chapter Rights of Shareholders (page 230 ) | 2023 SIG AGMS Rules of Procedure 2022 SIG Annual Report (page 230) |
| B.1.2 | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? | SIG has more than one class of shares as recorded in the Register of Shareholders, consisting of - Special Series A Dwiwarna shares can only be owned by the Republic of Indonesia - Series B shares that can be owned by the public Voting rights attached to each class of shares as disclosed in AGMS Rules of Procedure 2023 Number 18.Voting Annual Report for the financial year 2022 Sub Chapter Rights of Shareholders (pages 230) | 2023 SIG AGMS Rules of Procedure 2022 SIG Annual Report (page 230) |
| B.2 | Notice of AGM | ||
| B.2.1 | Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? | Not every decision making at the 2023 AGMS is carried out by bundling as disclosed in Summary of Minutes of the 2023 AGMS | 2023 Summary of Minutes of the AGMS |
| B.2.2 | Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? | The announcement and summons for the 2023 AGMS were made in Indonesian and English, and announced on the same date. The announcement was made on March 9, 2023 The summons will be held on March 24, 2023 Announcement of 2023 AGMS (bilingual format) Invitation to the 2023 AGMS (bilingual format) SIG Annual Report for Fiscal Year 2022 page 233. | 2023 Announcement of AGMS 2023 Invitation to the AGMS 2022 SIG Annual Report (page 233) |
| B.2.3 | Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? | Profiles of prospective members of the Board of Commissioners and Board of Directors will be submitted at the time of the AGMS, as disclosed in Company Website, Menu Management - Board of Directors - Board of Commissioners SIG Annual Report for 2022 fiscal year Sub Chapter Board of Commissioners (pages 105 - 112) Sub Chapter Board of Directors (pages 113 - 119) | Menu Management - Board of Commissioners Menu Management - Board of Directors 2022 SIG Annual Report (page 105-112) 2022 SIG Annual Report (page 113-119) |
| B.2.4 | Are the auditors seeking appointment/re-appointment clearly identified? | SIG appointed Public Accounting Firm Imelda & Rekan (Member of the Deloitte Asia Pacific Network and Deloitte Network) to audit the Company's Consolidated Financial Statements and the Annual Report on the Partnership and Community Development Program for the Fiscal Year ending December 31, 2022, as disclosed in 2023 Summary of the Minutes of the AGMS 2023 Minutes of the AGMS (pages 71 -77) 2022 SIG Annual Report | 2023 Summary of the Minutes of the AGMS |
| B.2.5 | Were the proxy documents made easily available? | Power of attorney documents from Shareholders can be downloaded on the Bank Mandiri website and can be obtained at the Company's share registration office during business hours, as disclosed in 2023 AGMS Power of Attorney Form | 2023 AGMS Power of Attorney Form |
| B.3 | Insider trading and abusive self-dealing should be prohibited | ||
| B.3.1 | Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? | SIG staff who have confidential information may not misuse the information for personal, family or other third party benefits. as disclosed in Code of Conduct SIG Sub Chapter 4.14 Insider Trading (pages 28). | Code of Conduct SIG (pages 28) |
| B.3.2 | Are the directors / commissioners required to report their dealings in company shares within 3 business days? | Referring to the Financial Services Authority Regulation (POJK) No. 60/POJK.04/2015 concerning Disclosure of Shareholder Information, in which the Board of Directors or Board of Commissioners of a Public Company must report to the Financial Services Authority on ownership and any change in share ownership of the Public Company no later than 10 (ten) days after the transaction. Directors/Commissioners of companies are required to report their transactions on company shares within 3 (three) working days as disclosed in BOC Charter Sub Chapter 2.9.1. Duties and Obligations of the Board of Commissioners, number 13 (page 16) BOD Charter Sub Chapter. 2.8. Duties, Authorities and Obligations of the Board of Directors, number 7 (page 12 - 16) | BOC Charter (page 16) BOD Charter (page 12 - 16) |
| B.4 | Related party transactions by directors and key executives | ||
| B.4.1 | Are directors and commissioners to disclose their interest in transactions and any other conflicts of interest? | SIG has a policy that regulates disclosure by the Board of Directors and Board of Commissioners regarding conflicts of interest as disclosed in: Code of Conduct SIG Sub-Chapter Conflict of Interest and Abuse of Authority (pages 21-22) BOC Charter Sub Chapter 3.2. Conflict of Interest of the Board of Commissioners and Board of Directors (pages 30 - 31) BOD Charter Sub Chapter 3.2. Conflict of Interest of the Board of Commissioners and the Board of Directors (pages 25) | Code of Conduct SIG (pages 21-22) BOC Charter (pages 30 - 31) BOD Charter (pages 25) |
| B.4.2 | Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? | Transaction policies with SIG Related Parties are as disclosed in BOC Charter Sub Chapter 2.6 Independent Commissioner (page 12-13) | BOC Charter (page 12-13) |
| B.4.3 | Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? | SIG has a policy that requires members of the Board of Directors/Board of Commissioners not to participate in discussions of meeting agendas where they have an interest as disclosed in BOC Charter Sub Chapter 2.10 Return of Board of Commissioners Decision, number 5 (pages 19) BOD Charter Sub Chapter 2.8 Duties, Authorities and Obligations of the Board of Directors, number 8 & 9 (pages 13) Sub-Chapter 2.10 Decision Making by the Board of Directors, number 6 (pages 18) | BOC Charter (pages 19) BOD Charter (pages 13) BOD Charter (pages 18) |
| B.4.4 | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? | SIG has a policy regarding lending to the Board of Directors and Board of Commissioners, either prohibiting lending or ensuring that lending is carried out on an arm's length basis and at market interest rates contained as disclosed in BOC Charter Sub-Chapter 2.7 Ethics of the Position of the Board of Commissioners,number 6 (pages 14) BOD Charter Sub-Chapter 2.6 Ethics of the Board of Directors, number 6 (pages 11) | BOC Charter (pages 14) BOD Charter (pages 11) |
| B.5 | Protecting minority shareholders from abusive actions | ||
| B.5.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? | SIG has disclosed that transactions with related parties are carried out fairly and based on arm's length as disclosed in The 2022 Annual Report Sub Chapter Material Information Regarding Investment, Expansion, Divestment, Merger/Consolidation, Acquisition, and Debt/Capital Restructure, Material Transaction, Affiliated Transaction, and Conflict of Interest Transaction (pages 192) last paragraph | 2022 SIG Annual Report (page 192) |
| B.5.2 | In case of related party transactions requiring shareholders approval, is the decision made by disinterested shareholders? | Transactions with related parties that require the approval of Shareholders are chaired by the chairman of the meeting who has no interest, as disclosed in 2023 AGMS Rules of procedure Number 14. Chairman | 2023 AGMS Rules of procedure |
|   | Requirement | Response | Evidence |
|---|---|---|---|
| C.1 | The rights of stakeholders that are established by law or through mutual agreements are to be respected. | ||
| Does the company disclose a policy that : | |||
| C.1.1 | The existence and scope of the company's efforts to address customers' welfare? | Policy and Implementation Customer Service and Satisfaction, as disclosed in Sustainability Report SIG FY 2022 Sub-Chapter Provide The Best Services and Products for Customers (pages 228 - 232) | 2022 SIG Sustainability Report (pages 228 - 232) |
| C.1.2 | Supplier/contractor selection procedures? | The Public Company has procedure on vendor or supplier selection as disclosed in Annual Report of SIG FY 2022 Sub-Chapter Goods and Services Procurement Policies (page 419 - 420) | 2022 SIG Annual Report (page 419 - 420) |
| C.1.3 | The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | SIG's efforts to ensure that damage to the friendly environment and carry out sustainable development are disclosed in SIG Sustainability Strategy Annual Report SIG FY 2022 Chapter Corporate Social Responsibility (pages 434) | 2022 SIG Annual Report (pages 434) |
| C.1.4 | The company's efforts to interact with the communities in which they operate? | SIG's efforts to interact with the communities where they operate are disclosed in Annual Report SIG FY 2022 Sub Chapter Social Aspect (pages 451 - 452) | 2022 SIG Annual Report (pages 451 - 452) |
| C.1.5 | Describe the company's anti-corruption programmes and procedures? | SIG's anti-corruption program and procedures are disclosed in SIG Annual Report for Fiscal Year 2022 Anti-Bribery Policy Sub-Chapter (pages 414 - 417) SIG website Menu About Us - Governance Anti-Corruption Program | 2022 SIG Annual Report (pages 414 - 417) Menu About Us - Governance |
| C.1.6 | Describes how creditors' rights are safeguarded? | Protection of creditors' rights is disclosed in Annual Report SIG FY 2022 Sub Chapter Creditor Rights Fulfillment Policy (page 421) Code of Conduct Sub Chapter 3.7. Relationship with Creditor (page 18) | 2022 SIG Annual Report (page 421) Code of Conduct SIG (page 18) |
| C.1.7 | Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? | SIG has a separate corporate responsibility report/section or sustainability report/section that describes SIG's efforts on environmental/economic and social related issues, as disclosed in Sustainability Report SIG FY 2022 Chapter Sustainability Performance (pages 24) Chapter Management Report (pages 34) Annual Report SIG FY 2022 Chapter Social Responsibility (pages 432) | 2022 SIG Sustainability Report (page 24) 2022 SIG Sustainability Report (page 34) 2022 SIG Annual Report (pages 432) |
| C.2 | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | ||
| C.2.1 | Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? | SIG provides contact details through its website or annual report, so that stakeholders can submit criticisms and suggestions, as stated in SIG Annual Report for Fiscal Year 2022 Corporate Identity Chapter (pg 80) SIG Sustainability Report for Fiscal Year 2022 Sub-Chapter Providing the Best Services and Products for Customers (pages 228 - 232) SIG website contact us | 2022 SIG Annual Report (page 80) 2022 SIG Sustainability Report (pages 228 - 232) SIG website - contact us |
| C.3 | Mechanisms for employee participation should be permitted to develop. | ||
| C.3.1 | Does the company explicitly disclose the health, safety, and welfare policy for its employees? | SIG has disclosed policies and implementation on employees health, safety and welfare as disclosed in Sustainability Report SIG FY 2022 Sub Chapter Together to Realize Zero Fatality (pages 221 - 227) | 2022 SIG Sustainability Report (page 221 - 227) |
| C.3.2 | Does the company explicitly disclose the policies and practices on training and development programmes for its employees? | SIG has disclosed Policy and development programmes for its employees as disclosed in Sustainability Report SIG FY 2022 Sub Chapter Competency Development Related to Sustainable Activities (pages 217 - 219) | 2022 SIG Sustainability Report (page 217-219) |
| C.3.3 | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? | SIG has policies regarding reward/ compensation based on performance, as disclosed in Annual Report SIG FY 2022 Sub Chapter Performance-Based Long-Term Compensation (page 414) | 2022 SIG Annual Report (page 414) |
| C.4 | Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. | ||
| C.4.1 | Does the company have a whistle blowing policy which includes procedures for complaints by employees concerning alleged illegal (including corruption) and unethical behaviour and provide contact details via the company's website or annual report? | SIG has owned and disclosed the policy as disclosed in Annual Report SIG FY 2022 Sub Chapter Whistleblowing System (page 422 - 427) WBS Guidelines SIG Website - Menu About Us - Sub Menu Corporate Governance - Corporate Governance Document Whistleblowing System Chanel SIG Website - Menu Policy - WBS | 2022 SIG Annual Report (page 422 - 427) WBS Guidelines Whistleblowing System Chanel |
| C.4.2 | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? | SIG has established policy/procedures for protection of employees reporting activities that violate code of ethics as disclosed in : Annual Report SIG FY 2022 Sub Chapter Whistleblowing System (page 422 - 427) WBS Guidelines SIG Website - Menu About Us - Sub Menu Corporate Governance - Corporate Governance Document | 2022 SIG Annual Report (page 422 - 427) WBS Guidelines |
| Requirement | Response | Evidence | |
|---|---|---|---|
| D.1 | Transparent ownership structure | ||
| D.1.1 | Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? | SIG has disclosed Information regarding beneficial owners of identities of the shareholders, as disclosed in Annual Report SIG FY 2022 Chapter Shareholder Structure and Composition (page 126) | 2022 SIG Annual Report (page 126) |
| D.1.2 | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? | SIG discloses direct and indirect shareholder ownership information, as disclosed in Annual Report of SIG FY 2021 Chapter Shareholder Structure and Composition (page 126) | 2022 SIG Annual Report (page 126) |
| D.1.3 | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? | SIG has disclosed information regarding share ownership and options of Board of Directors/Board of Commissioners, as disclosed in Annual Report of SIG FY 2022 Chapter Shareholder Structure and Composition (page 126 - 127) | 2022 SIG Annual Report (page 126) |
| D.1.4 | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? | SIG has disclosed information regarding share ownership and options of Board of Directors / Board of Commissioners, as disclosed in Annual Report of SIG FY 2022 Chapter Shareholder Structure and Composition (page 126) | 2022 SIG Annual Report (page 126) |
| D.1.5 | Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? | SIG has disclosed the structure of the SIG Group (Parent company and subsidiaries) as disclosed in SIG Identity Annual Report of SIG FY 2022 Chapter Company Identity (page 80) Subsidiries Structure Annual Report of SIG FY 2022 Chapter Corporate Group Structure (page 131) | 2022 SIG Annual Report (page 80) 2022 SIG Annual Report (page 131) |
| D.2 | Quality of Annual Report | ||
| Does the company's annual report disclose the following items: | |||
| D.2.1 | Corporate objectives | SIG has disclosed Corporate Objective s as disclosed in Annual Report of SIG FY 2022 Chapter Vision, Mission and Corporate Value (page 84) Annual Report of SIG FY 2022 Chapter Comparison of Target and Realizations, and Future Targets (page 198 - 200) | 2022 SIG Annual Report (page 84) 2022 SIG Annual Report (page 198-200) |
| D.2.2 | Financial performance indicators | SIG has disclosed financial performance indicators as disclosed in Annual Report of SIG FY 2022 Chapter Financial Highlights (page 26 - 27) | 2022 SIG Annual Report (page 26-27) |
| D.2.3 | Non-financial performance indicators | SIG has disclosed non financial performance indicators as disclosed in Annual Report of SIG FY 2022 Chapter SIG at a Glance (page 6 - 9) Website SIG Menu About Us - Sub Menu Corporate Governance - Evaluation of Governance Implementation | 2022 SIG Annual Report (page 6-9) Evaluation of Governance Implementation |
| D.2.4 | Dividend policy | SIG has disclosed dividend policy as disclosed in Annual Report of SIG FY 2022 Chapter Dividend Policy and Distribution (page 201 - 202) | 2022 SIG Annual Report (page 201-202) |
| D.2.5 | Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners | SIG has disclosed biography of Directors / Board of Commissioners as disclosed in Annual Report of SIG FY 2022 Chapter Board of Directors Profile (page 113 - 118) Chapter Board of Commisioner Profile (page 105 - 112) | 2022 SIG Annual Report (page 113-118) 2022 SIG Annual Report (page 105-112) |
| D.2.6 | Attendance details of each director/commissioner in respect of meetings held | SIG has disclosed Attendance details of each director/commissioner in all directors/commissoners meetings held during the year as disclosed in Annual Report of SIG FY 2022 Sub Chapter Number of Meetings and Meeting Attendance of the Board of Commissioners (page 259 - 263) Sub Chapter Joint Meeting of the Board of Commissioners and Directors (page 264 - 272) Sub Chapter Board of Directors Meetings (page 296 - 306) | 2022 SIG Annual Report (page 259-263) 2022 SIG Annual Report (page 264-272) 2022 SIG Annual Report (page 296-306) |
| D.2.7 | Total remuneration of each member of the board of directors/commissioners | SIG has disclosed total remuneration for Board of Directors and Board of Commissioners as disclosed in Annual Report of SIG FY 2022 Sub Charter Nominal/Remuneration Component for the Commissioners and Directors (page 322) | 2022 SIG Annual Report (page 322) |
| Corporate Governance Confirmation Statement | |||
| D.2.8 | Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance | SIG has disclosed Annual Report contain a statement confirming the company's full compliance with the code of corporate governance as disclosed in Annual Report of SIG FY 2022 Sub Charter Views on the Implementation of Corporate Governance (page 57) | 2022 SIG Annual Report (page 57) |
| D.3. | Disclosure of related party transactions (RPT) | ||
| D.3.1 | Does the company disclose its policy covering the review and approval of material/significant RPTs? | SIG has disclosed its policy and approval of material/significant RPTs as disclosed in GCG Code Chapter 6.2. Affiliated Transactions And Conflict Of Interest (page 24) Annual Report of SIG FY 2022 Chapter Material Information Regarding Investment, Expansion, Divestment, Merger/Consolidation, Acquisition, and Debt/Capital Restructure, Material Transaction, Affiliated Transaction, and Conflict of Interest Transaction (page 189) | GCG Code (page 24) 2022 SIG Annual Report (page 189) |
| D.3.2 | Does the company disclose the name of the related party and relationship for each material/significant RPT? | SIG has disclosed its policy covering the review and approval of material/significant RPTsas disclosed in Annual Report of SIG FY 2022 Chapter Material Information Regarding Investment, Expansion, Divestment, Merger/ Consolidation, Acquisition, and Debt/Capital Restructure, Material Transaction, Affiliated Transaction, and Conflict of Interest Transaction (page 189 - 190) Table of Transactions that Contain Material Information During 2022 (pages 189-190). | 2022 SIG Annual Report (page 189-190) |
| D.4 | Directors and commissioners dealings in shares of the company | ||
| D.4.1 | Does the company disclose trading in the company's shares by insiders? | SIG has disclosed trading in the company's shares by insiders as disclosed in Annual Report of SIG FY 2022 Sub Chapter Direct & Indircet Share Ownership by Directors and Commissioners (page 126 - 127) Sub Chapter Board of Commissioners Share Ownership (page 279) Sub Chapter Share Ownership of the Board of Directors (page 317) | 2022 SIG Annual Report (page 126-127) 2022 SIG Annual Report (page 279) 2022 SIG Annual Report (page 317) |
| D.5 | External auditor and Auditor Report | ||
| D.5.1 | Are audit fees and non-audit fees disclosed? | SIG has disclosed audit and non-audit fees as disclosed in Annual Report of SIG FY 2022 Table Assigments and Fee of KAP (page 393) Sub Chapter Public Accountant Appointment Policy Public Accounting Firm (page 134 - 135) | 2022 SIG Annual Report (page 393) 2022 SIG Annual Report (page 134-135) |
| D.5.2 | Does the non-audit fee exceed the audit fees? | SIG has disclosed Non-audit fee does not exceed the audit fee, as disclosed in Annual Report of SIG FY 2022 Table Assigments and Fee of KAP (page 393) | 2022 SIG Annual Report (page 393) |
| D.6 | Medium of communications | ||
| Does the company use the following modes of communication? | |||
| D.6.1 | Quarterly reporting | SIG uses Quarterly Financial Report as communication media with the shareholders and stakeholders, as disclosed in SIG Website Menu Investor - Sub Menu Financial Information - Financial Statements and Information | Menu Investor - Sub Menu Financial Information - Financial Statements and Information |
| D.6.2 | Company website | SIG uses Company Website as communication medium, which may be accessed through https://www.sig.id | SIG Website |
| D.6.3 | Analyst's briefing | SIG prepares Analyst's Meeting as a communication medium, as disclosed in : Annual Report of SIG FY 2022 Chapter Access to Information and Corporate Data (page 428) | 2022 SIG Annual Report (page 428) |
| D.6.4 | Media briefings /press conferences | SIG uses press release media as communication medium, as disclosed in : SIG Website Menu Media Room - Sub Menu Perss Conference | Menu Media Room - Sub Menu Perss Conference |
| D.7 | Timely filing/release of annual/financial reports | ||
| D.7.1 | Are the audited annual financial report / statement released within 120 days from the financial year end? | SIG has published the audited annual financial report Year 2022 on March 13, 2023 (within 120 days), as disclosed in : IDX Website Announcements Menu | Announcements Menu |
| D.7.2 | Is the annual report released within 120 days from the financial year end? | SIG has published the audited Annual Report FY 2022 on March 24, 2023 (within 120 days), as disclosed in : IDX Website Announcements Menu | Announcements Menu |
| D.7.3 | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? | SIG has disclosed a statement that the Annual Financial Report has been presented correctly and fairly, has been confirmed by the Board of Commissioners or the Board of Directors, as disclosed in : Annual Report of SIG FY 2022 Statements of Accountability of 2022 Annual Report by the Board of Commissioners and Board of Directors (page 76) | 2022 SIG Annual Report (page 76) |
| D.8 | Company website | ||
| Does the company have a website disclosing up-to-date information on the following: | |||
| D.8.1 | Financial statements/reports (latest quarterly) | SIG has disclosed the last quarterly Financial Report, as disclosed in: SIG Website Investor Menu - Financial Information Sub Menu - Information and Financial Reporting | Investor Menu - Financial Information Sub Menu - Information and Financial Reporting |
| D.8.2 | Materials provided in briefings to analysts and media | SIG disclosed the Information which is provided in Analyst's Meeting, as disclosed in: Website SIG Investor Menu - Sub Menu Events & Presentations | Investor Menu - Sub Menu Events & Presentations |
| D.8.3 | Downloadable annual report | SIG discloses an annual report that can be downloaded via: SIG Website Investor Menu - Annual Report Sub Menu | Investor Menu - Annual Report Sub Menu |
| D.8.4 | Notice of AGM and/or EGM | SIG has disclosed Summons for the AGMS and the Extraordinary General Meeting of Shareholders (EGMS), as disclosed in: SIG Website Investor Menu - Shareholder Information Center Sub Menu | Investor Menu - Shareholder Information Center Sub Menu |
| D.8.5 | Minutes of AGM and/or EGM | SIG has disclosed Minutes to AGMS and EGMS, as disclosed in: SIG Website Investor Menu - Shareholder Information Center Sub Menu - GMS | Investor Menu - Shareholder Information Center Sub Menu - GMS |
| D.8.6 | Company's constitution (company's by-laws, memorandum and articles of association) | SIG has disclosed Companys Articles of Association, as disclosed in: SIG Website About Us Menu - Corporate Governance Sub Menu - Governance Practices - Companys Articles of Association | About Us Menu - Corporate Governance Sub Menu - Governance Practices - Companys Articles of Association |
| D.9 | Investor relations | ||
| D.9.1 | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? | SIG has disclosed contact details of Company, as disclosed in : SIG Website Home page - Contact Us Annual Report of SIG FY 2022 Chapter Company Identity (page 80) Chapter Access to Information and Corporate Data (428 - 430) | Home page - Contact Us 2022 SIG Annual Report (page 80) 2022 SIG Annual Report (page 428-430) |
| Requirement | Response | Evidence | |
|---|---|---|---|
| E.1 | Board Duties and Responsibilities | ||
| E.1.1 | Does the company disclose its corporate governance policy / board charter? | SIG has disclosed the Corporate Governance Policy, as disclosed in: Guidelines for Good Corporate Governance GIS Website - Menu About Us Governance Sub Menu - Governance Documents Board of Directors Charter GIS Website - Menu About Us Governance Sub Menu - Governance Documents Charter of the Board of Commissioners GIS Website - Menu About Us Governance Sub Menu - Governance Documents SIG Annual Report for Fiscal Year 2022 Good Corporate Governance Policy Sub Menu (pages 206-209) | Guidelines for Good Corporate Governance
|
| E.1.2 | Are the types of decisions requiring board of directors/commissioners' approval disclosed? | SIG has disclosed decisions that require the approval of the Board of Directors/Board of Commissioners, as disclosed in: SIG Annual Report for Fiscal Year 2022 Chapter Duties and Obligations of the Board of Commissioners (pages 255-256) Board of Directors Duties Sub-Chapter (pages 292-294) SIG Articles of Association Article 12 Duties, Authorities and Obligations of the Board of Directors (page 64) Article 15 Duties, Authorities and Responsibilities of the Board of Commissioners (page 106) Board of Directors Charter Sub Chapter 2.8 Duties, Authorities and Obligations of the Board of Directors (pages 12 - 16) Charter of the Board of Commissioners Sub Chapter 2.9. Duties, Authorities and Obligations of the Board of Commissioners (pages 16) | 2022 SIG Annual Report (page 255-256) 2022 SIG Annual Report (page 292-294) SIG Articles of Association (page 64) SIG Articles of Association (page 106) BOD Charter (page 12-16) BOC Charter (page 16) |
| E.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated ? | TSIG has clearly disclosed the roles and responsibilities of the Board of Directors and Board of Commissioners, as disclosed in SIG Annual Report for Fiscal Year 2022 Chapter Duties and Obligations of the Board of Commissioners (pages 255-256) Duties of the Board of Directors (pages 292-294) GIS Articles of Association Article 12 Duties, Authorities and Obligations of the Board of Directors (page 64) Article 15 Duties, Authorities and Responsibilities of the Board of Commissioners (page 106) Board of Directors Charter Sub Chapter 2.8 Duties, Authorities and Obligations of the Board of Directors (pages 12 - 16) Charter of the Board of Commissioners Sub Chapter 2.9. Duties, Authorities & Obligations of the Board of Commissioners (pages 16) | 2022 SIG Annual Report (page 255-256) 2022 SIG Annual Report (page 292-294) SIG Articles of Association (page 64) SIG Articles of Association (page 106) BOD Charter (page 12-16) BOC Charter (page 16) |
| E.1.4 | Does the company have an updated vision and mission statement? | SIG has an updated Vision and Mission statement, as disclosed in SIG Annual Report for Fiscal Year 2022 Vision Mission and Corporate Culture Chapter (page 84) SIG Website - About Us Menu Sub Menu Vision Mission | 2022 SIG Annual Report (page 84) Vision Mission Menu |
| E.1.5 | Does the board directors play a leading role in the process of developing and reviewing the companys strategy at least annually? | The SIG Board of Directors has a major role in the company's strategic development and review process at least annually, as disclosed in SIG Annual Report for Fiscal Year 2022 Board of Directors Report Sub-Chapter (pages 65 - 73). | 2022 SIG Annual Report (page 65-73) |
| E.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? | The Board of Directors has a process for reviewing, monitoring and supervising the implementation of the company's strategy, as disclosed in SIG Annual Report for Fiscal Year 2022 Board of Directors Report Sub-chapter (pages 65-73) | 2022 SIG Annual Report (page 65-73) |
| E.2 | Board Structure Code of Ethics or Conduct | ||
| E.2.1 | Are the details of the code of ethics or conduct disclosed? | Details regarding the SIG Code of Ethics have been disclosed in Code of Ethical Conduct Company Website - Menu About Us Governance Sub Menu - Governance Documents SIG Annual Report for Fiscal Year 2022 Sub-Chapter of the Code of Ethical Behavior (page 410) | Code of Conduct 2022 SIG Annual Report (page 410) |
| E.2.2 | Are all the directors/commissioners, senior management and employees required to comply with the code/s? | The entire Board of Commissioners, Board of Directors and SIG employees must comply with the code of ethics, as stated in SIG Annual Report for Fiscal Year 2022 Sub-Chapter of the Code of Ethical Behavior (pages 410-413) Code of Ethical Conduct Chapter Commitment of the Board of Directors and Board of Commissioners (page 2) | 2022 SIG Annual Report (page 410-413) Code of Conduct (page 2) |
| E.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | SIG has a process in place to implement and monitor compliance with the code of ethics or behavior contained as disclosed in 2022 Annual Report Sub-Chapter Enforcement and Application of the Code of Ethical Conduct (page 411) | 2022 SIG Annual Report (page 411) |
| Struktur & Komposisi Dewan (Board Structure & Composition) | |||
| E.2.4 | Do Independent directors/ commissioners make up at least 50% of the board of directors/commissioners? | The composition of the independent Commissioners for the 2022 financial year is 2 (two) out of 7 (seven) or 28% of the total members of the Board of Commissioners, as disclosed in: SIG Website Menu About Us Sub Menu Management SIG Annual Report for the 2022 financial year Board of Commissioners Profile Sub-Chapter (page 105) | Menu about us sub menu Management 2022 SIG Annual Report (page 105) |
| E.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/commissioners? | SIG has a term of office of nine years or less or 2 terms of five years each for its Independent Director/Commissioner, as disclosed in: Company's articles of association Article 11. Directors (pages 53-54). Article 14. Board of Commissioners (pages 99-100) | SIG Articles of Association (page 53-54) SIG Articles of Association (page 99-100) |
| E.2.6 | Has the company set a limit of five board seats that an individual independent/ non-executive director/commissioner may hold simultaneously? | Information regarding concurrent positions of the Board of Commissioners/Independent Commissioner, as disclosed in: SIG Articles of Association Article 14 Board of Commissioners paragraph (29) (page 105) SIG Annual Report for Fiscal Year 2022 Sub-Chapter Provisions for Concurrent Positions of the Board of Commissioners (page 279) | SIG Articles of Association (page 105) 2022 SIG Annual Report (page 279) |
| E.2.7 | Does the company have the executive directors who serve more than two boards of listed companies outside of the group? | There are no SIG Directors who hold concurrent positions in other public companies, as disclosed in SIG Articles of Association Article 11 Directors paragraph (28) (page 62-63) SIG Annual Report for Fiscal Year 2022 Board of Directors Profile Sub-Chapter (pages 113-119) | SIG Articles of Association (page 62-63) 2022 SIG Annual Report (page 113-119) |
| E.2.8 | Does the company have a Nominating Committee (NC)? | SIG already has a Nomination and Remuneration Committee, as stated in: SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and GCG Committee Sub-Chapter (pages 352-359) SIG Website About Us Menu - Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 352-359) Corporate Secretary & Committees Menu |
| E.2.9 | Is the Nominating Committee comprised of a majority of Independent directors/commissioners? | The composition of the Nomination, Remuneration and CSR/GCG Committee consists of 1 (one) independent Commissioner, as disclosed in: SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and GCG Committee Sub-Chapter (page 353) SIG Website About Us Menu - Management Sub Menu - Corporate Secretary and Committees | 2022 SIG Annual Report (page 353) Corporate Secretary & Committees Menu |
| E.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner ? | The chairman of the Nomination, Remuneration and CSR/GCG Committee is an independent Commissioner, namely Mr. Nasaruddin Umar, as disclosed in SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and GCG Committee Sub-Chapter (page 353) SIG Website About Us Menu - Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 353) Corporate Secretary & Committees Menu |
| E.2.11 | Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? | SIG has disclosed the Nomination, Remuneration and CSR/GCG Committee Charter as disclosed in: SIG Website Menu About Us Governance Sub Menu - Governance Documents SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and GCG Committee Sub-Chapter (pages 357-358) | Governance Documents Menu 2022 SIG Annual Report (page 357-358) |
| E.2.12 | Is in the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | SIG has disclosed the attendance list of the Nomination, Remuneration and CSR/GCG Committee Meetings, as disclosed in SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and GCG Committee Sub-Chapter (pages 357-358) | 2022 SIG Annual Report (page 357-358) |
| E.2.13 | Does the company have a Remuneration Committee? | SIG already has a Nomination, Remuneration and CSR/GCG Committee, as disclosed in: SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and GCG Committee Sub-Chapter (pages 352-359) SIG Website About Us Menu - Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 352-359) Corporate Secretary & Committees Menu |
| E.2.14 | Is the Remuneration Committee comprised of a majority of Independent Directors/ Commissioners? | The composition of the Nomination, Remuneration and CSR/GCG Committee consists of 1 (one) independent Commissioner, as disclosed in SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and CSR/GCG Committee Sub-Chapter (page 353) SIG Website About Us Menu - Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 353) Corporate Secretary & Committees Menu |
| E.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | The Chairman of the Nomination, Remuneration and CSR/GCG Committee is an independent Commissioner, namely Mr. Nasaruddin Umar, as disclosed in: SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and CSR/GCG Committee Sub-Chapter (page 353) GIS Website About Us Menu - Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 353) Corporate Secretary & Committees Menu |
| E.2.16 | Does the company disclose the terms of reference/governance structure/charter of the Remunerations Committee? | SIG has disclosed the Nomination, Remuneration and CSR/GCG Committee Charter, as disclosed in: SIG Website Menu About Us Governance Sub Menu - Governance Documents SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and CSR/GCG Committee Sub-Chapter (pages 357-358) | Governance Documents Menu 2022 SIG Annual Report (page 357-358) |
| E.2.17 | In the meeting attendance of the Remuneration Committee disclosed and if so, did the Remuneration Committee meet at least twice during the year? | SIG has disclosed the attendance list for the Nomination, Remuneration and CSR/GCG Committee Meetings, as disclosed in: SIG Annual Report for Fiscal Year 2022 Nomination, Remuneration and CSR/GCG Committee Sub-Chapter (pages 357-358) | 2022 SIG Annual Report (page 357-358) |
| E.2.18 | Does the company have an Audit Committee? | SIG already has an Audit Committee, as disclosed in: SIG Annual Report for Fiscal Year 2022 Audit Committee Sub-Chapter (pages 332-346) SIG Website Menu About Us Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 332-346) Corporate Secretary & Committees Menu |
| E.2.19 | Is the Audit Committee comprised entirely of non-executive directors/ commissioners with majority of independent directors/commissioners? | The composition of the members of the Audit Committee consists of 1 (one) Independent Commissioner, as disclosed in: SIG Annual Report for Fiscal Year 2022 Audit Committee Sub-Chapter (pages 332-346) SIG Website Menu About Us Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 332-346) Corporate Secretary & Committees Menu |
| E.2.20 | Is the chairman of the Audit Committee an Independent Director/ Commissioner? | The Chairman of the Audit Committee is an independent Commissioner, namely Mr. Saor Siagian, as disclosed in: SIG Annual Report for Fiscal Year 2022 Audit Committee Sub-Chapter (pages 332-346) SIG Website About Us Menu - Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 332-346) Corporate Secretary & Committees Menu |
| E.2.21 | Does the company disclose the terms of reference/ governance structure/charter of the Audit Committee? | SIG has disclosed the Audit Committee Charter, as disclosed in: Audit Committee Charter SIG Website Menu About Us Governance Sub Menu - Governance Documents SIG Annual Report for Fiscal Year 2022 Audit Committee Sub-Chapter (page 332) | Governance Documents Menu 2022 SIG Annual Report (page 332) |
| E.2.22 | Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? | SIG has fulfilled that the committee members of the Independent Board of Commissioners have accounting expertise (accounting qualifications or experience), as disclosed in: SIG Annual Report for Fiscal Year 2022 Audit Committee Sub-Chapter (pages 332-346) SIG Website Menu About Us Management Sub Menu - Corporate Secretary & Committees | 2022 SIG Annual Report (page 332-346) Corporate Secretary & Committees Menu |
| E.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four during the year | SIG has disclosed the attendance list of Audit Committee Meetings, as disclosed in: SIG Annual Report for Fiscal Year 2022 Audit Committee Sub-Sections (pages 332-346) | 2022 SIG Annual Report (page 332-346) |
| E.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | SIG telah mengungkapkan tanggung jawab utama Komite Audit untuk memberikan rekomendasi pengangkatan dan pemberhentian Auditor Eksternal, sebagaimana diungkap dalam : Laporan Tahunan SIG Tahun Buku 2022 Sub Sub Bab Komite Audit (halaman 341) | 2022 SIG Annual Report (page 341) |
| E.3 | Board Processes | ||
| Board meetings and attendance | |||
| E.3.1 | Are the board of directors meeting scheduled before the start of financial year? | The Board of Directors/Board of Commissioners have scheduled meetings for the following year before the end of the financial year, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Directors Meeting Sub-Chapter (page 296) Board of Commissioners Meeting Sub-Chapter (page 259) Board of Directors Charter Sub-Chapter 2.10.1 Board of Directors Meeting (page 18-19) Charter of the Board of Commissioners Sub Chapter 2.10.1. Board of Commissioners Meeting (pages 19 - 21) | 2022 SIG Annual Report (page 296) 2022 SIG Annual Report (page 259) BOD Charter (page 18-19) BOC Charter (page 19-21) |
| E.3.2 | Does the board of directors/commissioners meet at least six times during the year? | During 2022, the Board of Directors held 12 (twelve) monthly meetings and the Board of Commissioners held 12 (twelve) regular meetings, and also held 12 (twelve) Joint Meetings of the Board of Commissioners and Directors, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Directors Meeting Sub-Chapter (page 296) Board of Commissioners Meeting Sub-Chapter (page 259) Sub-Chapter Joint Meeting of the Board of Commissioners and Directors (page 264) | 2022 SIG Annual Report (page 296) 2022 SIG Annual Report (page 259) 2022 SIG Annual Report (page 264) |
| E.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? | In 2022, the average attendance percentage of each of the Directors and the Board of Commissioners is as follows - Monthly Board of Directors meeting 100% - Regular meeting of the Board of Commissioners 84% - Joint meetings of the Board of Directors and the Board of Commissioners 96% , as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Directors Meeting Sub-Chapter (page 296) Board of Commissioners Meeting Sub-Chapter (page 259) Sub-Chapter Joint Meeting of the Board of Commissioners and Directors (page 264) | 2022 SIG Annual Report (page 296) 2022 SIG Annual Report (page 259) 2022 SIG Annual Report (page 264) |
| E.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | The company requires that the decision-making quorum is at least 1/2 (half) the participants in the Board of Commissioners/Directors Meeting, as disclosed in Board of Directors Charter Sub-Chapter 2.10.1 Board of Directors Meeting (page 18-19) Charter of the Board of Commissioners Sub Chapter 2.10.1. Board of Commissioners Meeting (pages 19 - 21) | BOD Charter (page 18-19) BOC Charter (page 19-21) |
| E.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? | During 2022, - The Board of Directors held 12 (twelve) monthly meetings - The Board of Commissioners held 12 (twelve) regular meetings, as disclosed in SIG Annual Report for Fiscal Year 2022 Board of Directors Meeting Sub-Chapter (page 296) Board of Commissioners Meeting Sub-Chapter (page 259) Sub-Chapter Joint Meeting of the Board of Commissioners and Directors (page 264) | 2022 SIG Annual Report (page 296) 2022 SIG Annual Report (page 259) 2022 SIG Annual Report (page 264) |
| Access to information | |||
| E.3.6 | Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? | Board of Commissioners/Directors meeting materials are distributed to all meeting participants no later than 5 (five) working days before the meeting, as disclosed in: Board of Directors Charter Sub-Chapter 2.10.1 Board of Directors Meeting (page 18-19) Charter of the Board of Commissioners Sub Chapter 2.10.1. Board of Commissioners Meeting (pages 19 - 21) | BOD Charter (page 18-19) BOC Charter (page 19-21) |
| E.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | The Corporate Secretary plays an important role to support management in carrying out its responsibilities, as disclosed in: SIG Annual Report for Fiscal Year 2022 Corporate Secretary Profile Sub-Chapter (pages 376-379) BOD Charter Sub Chapter 2.13.2. Corporate Secretary (pages 22 - 23) | 2022 SIG Annual Report (page 376-379) BOD Charter (page 22-23) |
| E.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | The Corporate Secretary has participated in various trainings in order to keep abreast of relevant developments, as disclosed in: SIG Annual Report for Fiscal Year 2022 Competency Development Sub-Chapter (page 384) | 2022 SIG Annual Report (page 384) |
| Board Appointments and Re-Election | |||
| E.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? | SIG has disclosed the criteria used in the selection of the Board of Directors/Board of Commissioners, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Commissioners Criteria Sub-Chapter (page 253) Board of Directors Criteria Sub-Chapter (page 287) SIG Articles of Association Article 11. Board of Directors paragraphs 3 and 4 (pages 48 - 49) Article 14. Board of Commissioners paragraphs 4 and 5 (safe pages 94 - 96) Board of Directors Charter Sub Chapter 2.3. Board of Directors Requirements (pages 8 - 9) Charter of the Board of Commissioners Sub Chapter 2.3 Requirements for the Board of Commissioners (pages 9 - 10) | 2022 SIG Annual Report (page 253) 2022 SIG Annual Report (page 287) SIG Articles of Association (page 48-49) SIG Articles of Association (page 94-96) BOD Charter (page 8-9) BOC Charter (9-10) |
| E.3.10 | Does the company disclose the process followed in appointing new directors/commissioners? | SIG has disclosed the process of appointing the Board of Directors and Board of Commissioners, as disclosed in: Minutes of the 2022 AGMS The sixth item on the agenda; Changes in the Company's Management Composition (pages 80 - 95) SIG Annual Report for Fiscal Year 2022 Board of Directors Nomination Process Sub-Chapter (page 289) Sub-Chapter Structure, Amount, Composition and Basis for Appointment of Members of the Board of Directors (page 290) | Minutes of EGMS (page 80-95) 2022 SIG Annual Report (page 289) 2022 SIG Annual Report (page 290) |
| E.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? 2The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 | SIG has disclosed that the term of office for members of the Board of Commissioners and Board of Directors is a maximum of 5 years and can be reappointed for 1 (one) term and then 2 (two) terms of office for a maximum of 10 years, as disclosed in: SIG Articles of Association Article 11 . Board of Directors - paragraph 12 letters a and b (page 53) Article 14, Board of Commissioners - paragraph 14 - letters a and b page 99) | SIG Articles of Association (page 53) SIG Articles of Association (page 99) |
| Remuneration Matters | |||
| E.3.12 | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? | SIG has disclosed the Remuneration Policy for the Board of Commissioners and Directors, as disclosed in: Board of Directors Charter Sub Chapter 5.2. Provision of Salaries, Benefits and Facilities (page 32) Charter of the Board of Commissioners Sub Chapter 5.2. Provision of Salaries, Benefits and Facilities (page 35) SIG Annual Report for Fiscal Year 2022 Board of Commissioners and Board of Directors Remuneration Sub-Chapter (pages 319-323) | BOD Charter (page 32) BOC Charter (page 35) 2022 SIG Annual Report (page 319-323) |
| E.3.13 | Is there disclosure of the fee structure for non-executive directors/commissioners? | SIG has disclosed the Remuneration Policy for the Board of Commissioners and Directors, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Commissioners and Board of Directors Remuneration Sub-Chapter (pages 319-323) Board of Directors Charter Sub Chapter 5.2. Provision of Salaries, Benefits and Facilities (page 32) Charter of the Board of Commissioners Sub Chapter 5.2. Provision of Salaries, Benefits and Facilities (page 35) | |
| E.3.14 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? | Shareholders approve the remuneration of the Board of Directors and Board of Commissioners, as disclosed in: Summary of Minutes of 2023 AGMS Resolutions SIG Website Investor Menu - Shareholder Information Center Sub Menu Summary of 2023 AGMS Resolutions Fourth agenda item (4) Determination of Tantiem for Fiscal Year 2021, salary for the Board of Directors and honorarium for the Board of Commissioners along with other facilities and allowances for 2023 SIG Website Investor Menu - Shareholder Information Center Sub Menu SIG Annual Report for Fiscal Year 2022 Board of Commissioners and Directors Remuneration Chapter (pages 319-323) | 2023 Summary of minutes AGMS 2022 SIG Annual Report (page 319-323) |
| E.3.15 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses? | SIG has standards for aligning performance-based remuneration, as disclosed in: SIG Annual Report for Fiscal Year 2022 Sub-Chapter Disclosure of Proposal Procedure up to Determination of Remuneration Board of Commissioners and Board of Directors (pages 319 - 320) Regulation of the Minister of State-Owned Enterprises Number 3/MBU/03/2023 Concerning Organs and Human Resources of State-Owned Enterprises article 107 (page 94) Articles of Association Article 26. Use of Profits paragraph 12 (page 162-163) SIG Website Menu About Us Corporate Governance Sub Menu - Governance Practices - Company Articles of Association | 2022 SIG Annual Report (page 319-320) Regulation of the Minister of SOE's Number 3/MBU/03/2023 (page 94) SIG Articles of Association (page 162-163) |
| Internal Audit | |||
| E.3.16 | Does the company have a separate internal audit function? | SIG already has an Internal Audit function, as disclosed in SIG Annual Report for Fiscal Year 2022 Internal Audit Group Head Organizational Structure Sub-Chapter (page 390) | 2022 SIG Annual Report (page 390) |
| E.3.17 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | SIG's Head of Internal Audit is Pramono Harjanto, as disclosed in: SIG Annual Report for Fiscal Year 2022 Sub-Chapter Profile of Internal Audit Group Head Officials (page 386) | 2022 SIG Annual Report (page 386) |
| E.3.18 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | The Company's Internal Audit Group Head Acting Head is appointed and dismissed by the Main Director with the approval of the Board of Commissioners and every time the appointment, replacement or dismissal of the Internal Audit head must notify the Financial Services Authority (OJK), as disclosed in: SIG Annual Report for Fiscal Year 2022 Sub-Chapter Parties Appointing and Dismissing the Head of Internal Audit (page 389) Board of Directors Charter Sub-Chapter 2.13.1.2 Duties, Authorities and Responsibilities (pages 21 - 22) | 2022 SIG Annual Report (page 389) BOD Charter (page 21-22) |
| Risk Oversight | |||
| E.3.19 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | SIG has established a good internal control and Risk Management framework and is reviewed regularly, as disclosed in: SIG Annual Report for Fiscal Year 2022 Risk Management Chapter (page 395) Internal Control System Chapter (page 393) | 2022 SIG Annual Report (page 395) 2022 SIG Annual Report (page 393) |
| E.3.20 | Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? | SIG has conducted a review of the company's material control, as disclosed in SIG Annual Report for Fiscal Year 2022 Internal Control and Risk Management Sub-Chapter (page 395) Risk Management Application Evaluation Sub-Chapter (page 400) Sub-Chapter Statement of the Board of Directors and/or Board of Commissioners on Adequacy of Risk Management System (page 408) | 2022 SIG Annual Report (page 395) 2022 SIG Annual Report (page 400) 2022 SIG Annual Report (page 408) |
| E.3.21 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | SIG has disclosed the Company's main risks, as disclosed in: SIG Annual Report for Fiscal Year 2022 Corporate Risk Sub-Chapter (pages 401-402) | 2022 SIG Annual Report (page 401) |
| E.3.22 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee | The annual report contains statements from the Board of Directors, Board of Commissioners and Audit Committee regarding: - Adequacy of Risk Management System - Responsibility for Consolidated Financial Statements - Ensuring affiliate transactions and/or conflicts of interest have been carried out in accordance with generally accepted business practices - Adequacy of internal control system SIG Annual Report for Fiscal Year 2022 - Sub-Chapter Statement of the Board of Directors and/or Board of Commissioners on the Adequacy of the Risk Management System (page 408) - Chapter of Consolidated Financial Statements (page 459) - Material Investor Chapter Regarding Investment, Expansion, Divestment, Business Merger/Consolidation, Acquisition, Debt/Capital Restructuring, Material Transactions, Affiliate Transactions, and Conflict of Interest Transactions (page 192) - Sub-Chapter Statement of Adequacy of Implementation of Internal Control and Risk Management Systems (page 395) | 2022 SIG Annual Report (page 408)
2022 SIG Annual Report (page 459)
2022 SIG Annual Report (page 192)
|
| E.4 | People on the Board | ||
| Board Chairman | |||
| E.4.1 | Do different persons assume the roles of chairman and CEO? | The positions of President Director and Main Commissioner of SIG are held by different parties. In this case the President Director is held by Mr. Donny Arsal and the Main Commissioner is held by Mr. Rudiantara, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Commissioners Profile Chapter (pages 106 - 112) Board of Directors Profile Chapter (pages 113 - 119) | 2022 SIG Annual Report (page 106-112) 2022 SIG Annual Report (page 113-119) |
| E.4.2 | Is the chairman an independent director/commissioner? | The President Commissioner is not an Independent Commissioner, as disclosed in: 2022 Annual Report Board of Commissioners Profile Sub-Chapter (page 106-112) | 2022 SIG Annual Report (page 106-112) |
| E.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | At SIG there are 2 (two) Directors who are former CEOs of the company in the last 2 (two) years. - Director of Business and Marketing previously was Senior Vice President Strategic Management Office of PT Semen Indonesia (Persero) Tbk (2017-2019) - Director of HR & General Affairs previously was Senior Vice President, Corporate Secretary of PT Semen Indonesia (Persero) Tbk (2018-2019), as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Directors Profile Chapter (pages 113 - 119) | 2022 SIG Annual Report (page 113-119) |
| E.4.4 | Are the role and responsibilities of the chairman disclosed? | SIG has disclosed the roles and responsibilities of the Main Commissioner, as disclosed in: Charter of the Board of Commissioners SIG Website Menu About Us Corporate Governance Sub Menu - Governance Documents Sub Chapter 2.5. Main Commissioner (pages 11 - 12) | BOC Charter (page 11-12) |
| Lead Independent Director | |||
| E.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | The Main Commissioner of SIG is not an independent commissioner and the appointment of the Main Director of SIG is the aspiration of the Ministry of SOEs as the majority shareholder, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Commissioners Profile Chapter (pages 106 - 112) Board of Directors Profile Chapter (pages 113 - 119) | 2022 SIG Annual Report (page 106-112) 2022 SIG Annual Report (page 113-119) |
| Skills and Competencies | |||
| E.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? | There are at least 4 (four) Directors and 1 (one) member of the Board of Commissioners who have work experience in the Company's main sectors, namely Board of Directors 1. Director of Business and Marketing 2. HR & General Director 3. Director of Finance and Risk Management 4. Director of Operations Board of Commissioners 1. Main Commissioner, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Commissioners Profile Chapter (pages 106 - 112) Board of Directors Profile Chapter (pages 113 - 119) | 2022 SIG Annual Report (page 106-112) 2022 SIG Annual Report (page 113-119) |
| E.5 | Board Performance | ||
| Directors Development | |||
| E.5.1 | Does the company have orientation programmes for new directors/commissioners? | SIG has disclosed an orientation program for new Directors and Commissioners, as disclosed in: SIG Annual Report for Fiscal Year 2022 Sub-Chapter Company Orientation Program for New Commissioners (pages 273 - 275) Company Orientation Program Sub-Chapter for New Directors (pages 307 - 311) Board of Directors Charter Sub Chapter 2.7.1. Orientation Program (pages 11 - 12) Charter of the Board of Commissioners 2.8.1. Orientation Program (pages 14 - 15) | 2022 SIG Annual Report (page 273-275) 2022 SIG Annual Report (page 307-311) BOD Charter (page 11-12) BOC Charter (page 14-15) |
| E.5.2 | Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? | SSIG already has a policy that encourages the Board of Directors and Board of Commissioners to participate in continuing education programs, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Directors Refreshment and Capability Improvement Program Sub-Chapter (pages 308 - 311) Board of Commissioners Refreshment and Capability Improvement Program Sub-Chapter (pages 274 - 275) Board of Directors Charter Sub Chapter 2.7.2. Capability Improvement Program (page 12) Commissioners Charter Sub Chapter 2.8.2. Refreshment Program (page 15) | 2022 SIG Annual Report (page 274-275) 2022 SIG Annual Report (page 308-311) BOD Charter (page 12) BOC Charter (page 15) |
| CEO/Executive Management Appointments and Performance | |||
| E.5.3 | Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? | SIG has disclosed the planning process carried out by the Board of Directors regarding the succession of the President Director and other members of the Board of Directors, as disclosed in: SIG Annual Report for Fiscal Year 2022 Directors Succession Policy Sub-Chapter (page 359) | 2022 SIG Annual Report (page 359) |
| E.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | Assessment of the performance of the Board of Directors is based on pre-agreed achievements (KPI) that have been determined by the Ministry of SOEs as the majority shareholder, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Commissioners Performance Assessment Sub-Chapter (pages 275 - 278) Board of Directors Performance Evaluation Sub-Chapter (pages 315 - 317) | 2022 SIG Annual Report (page 275-278) 2022 SIG Annual Report (page 315-317) |
| Board Appraisal | |||
| E.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? | SIG has disclosed the criteria used in assessing the performance of the Board of Directors and Board of Commissioners, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Commissioners Performance Assessment Sub-Chapter (pages 275 - 278) Board of Directors Performance Assessment Chapter (pages 315 - 317) Board of Directors Charter Sub Chapter 2.12. Evaluation of the performance of the Board of Directors (page 20) Charter of the Board of Commissioners Sub Chapter 2.12. Evaluation of the performance of the Board of Commissioners (pages 22 - 23) | 2022 SIG Annual Report (page 275-278) 2022 SIG Annual Report (page 315-317) BOD Charter (page 20) BOC Charter (page 22-23) |
| Director Appraisal | |||
| E.5.6 | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? | SIG has disclosed the criteria used in assessing the performance of the Board of Directors and Board of Commissioners, as disclosed in: SIG Annual Report for Fiscal Year 2022 Board of Commissioners Performance Assessment Sub-Chapter (pages 275 - 278) Board of Directors Performance Assessment Chapter (pages 315 - 317) Board of Directors Charter Sub Chapter 2.12. Evaluation of the performance of the Board of Directors (page 20) Charter of the Board of Commissioners Sub Chapter 2.12. Evaluation of the performance of the Board of Commissioners (pages 22 - 23) | 2022 SIG Annual Report (page 275-278) 2022 SIG Annual Report (page 315-317) BOD Charter (page 20) BOC Charter (page 22-23) |
| Committee Appraisal | |||
| E.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | SIG has disclosed the annual performance appraisal of the committees of the Board of Commissioners, as disclosed in: SIG Annual Report for Fiscal Year 2022 Sub-Chapter Performance Evaluation of Committees under the Board of Commissioners (page 278) | 2022 SIG Annual Report (page 278) |
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