Corporate Governance
Evaluation of Governance Implementation
EVALUATION OF GOVERNANCE IMPLEMENTATION
Evaluation of GCG implementation is carried out to obtain feedback for future improvements. This is a form of SIG's commitment to increase business success and accountability in the long term which is expected to increase corporate value. in the form of performance improvement and the creation of good corporate performance (good corporate image).
The assessment conducted by SIG uses various references to best practice standards that apply in Indonesia and those that apply abroad. Assessment becomes part of the check and balances mechanism. With assessments. then the achievement of activities can be known with certainty and further actions to improve the performance of an activity can be determined. The Company periodically measures GCG implementation. This is done to obtain an objective assessment of the implementation of GCG in the Company.
Evaluation was carried out using several criteria with the following results:
GCG Assessment - Ministry of BUMN
according to SK-16/S.MBU/2012 concerning Parameter Indicators for Assessment and Evaluation of the Implementation of Good Corporate Governance in SOEs.
| Tahun Buku | Nilai GCG Index | Assessor Independen |
|---|---|---|
| 2009 | 83,88 | BPKP Provinsi Jawa Timur |
| 2010 | 88,37 | BPKP Provinsi Jawa Timur |
| 2011 | 88,91 | BPKP Provinsi Jawa Timur |
| 2012 | 84,57 | BPKP Provinsi Jawa Timur |
| 2014 | 91,38 | BPKP Provinsi Jawa Timur |
| 2015 | 93,31 | Self Assessment |
| 2016 | 93,02 | PT Sinergi Daya Prima |
| 2017 | 92,45 | PT Sinergi Daya Prima |
| 2018 | 93,40 | PT Sinergi Daya Prima |
| 2019 | 94,54 | PT Sinergi Daya Prima |
| 2020 | 95,08 | PT Multi Utama Indojasa |
| 2021 | 95,25 | PT Sinergi Daya Prima |
| 2022 | 96,08 | Self Assesment |
ASEAN Corporate Governance
Organized by the Indonesian Institute For Corporate Directorship (IICD)
| Tahun Buku | Nilai Asean CG | IICD Award |
|---|---|---|
| 2015 | 77,57 (Fair) | - |
| 2016 | 93,37 (Very Good) | Best State Owned Enterprise |
| 2017 | 84,15 (Good) | Top 50 Emiten BigCop |
| 2018 | 84,96 (Good) | Best Right Of Shareholders |
| 2019 | 85,21 (Good) | Best Role of Stakeholder |
| 2020 | 89,22 (Good) | Best Role of Stakeholder |
| 2021 | 94,35 (Very Good) | Best Right of Shareholders |
| 2022 | 92,47 (Very Good) | Best State Owned Enterprises (SOE) |
| 2023 | 102,81 (Leadership in Corporate Governance) | Best State Owned Enterprises |
GCG Self Assessment - Financial Services Authority (OJK)
in accordance with Number 32/SEOJK.04/2015 Concerning Guidelines for Public Company Governance, with the evaluation results in 2022 as follows:
Principle
| Recommendation
| Implementation
| Status
| Reference
| ||
|---|---|---|---|---|---|---|
Principle 1
| ||||||
Improve the Value of GMS Convention. | 1
| Public companies have technical voting
methods or procedures, both openly and privately, that prioritize independence and
the interests of shareholders.
| SIG already has a method or technical procedure for voting both openly and in secret which promotes independence and the interests of shareholders as stated in the GMS rules which are published on the Company's website.
| Comply
| Refer to the Company’s website :
https:// sig.id/wp-content/ uploads/2021/03/2021- tata-tertib-eng.pdf | |
2
| All members of Board of Directors and Commissioners of the public listed Company are present in the GMS
| All members of BOD and BOC of the Company were present at
the Annual GMS held on 31 March 2022.
| Comply
| 2022 Annual Report page 235-236
| ||
3
| The summary of the minutes of the GMS is available on the Public Company Website for at least 1 (one) year.
| The GMS minutes are available in the Company’s website (www. sig.id) in bilingual languages (Indonesian and English) for the last 3 years.
| Comply
| Refer to the Company’s website :
https:// sig.id/wp-content/ uploads/2021/03/2021- ringkasan-risalah-hasilrups-eng.pdf
| ||
Principle 2
| ||||||
Improve the Quality of the Public Company’s Communication to Shareholders or Investors.
| 1
| The Public Company has a communication policy with shareholders and investors
| SIG has a communication policy with shareholders or investors which is contained in the Communication Policy with Shareholders, Investors and/or Communication Media. As for relations with shareholders and investors, it is contained in the Code of Conduct and is available on the Company’s website, www.sig.id
| Comply
| Communication policy :
https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/kebijakan-komunikasi-en.pdf
Code of Conduct Conduct :
https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/code-of-conduct-2022-en.pdf
2022 Annual Report page 428
| |
2
| The Public Company discloses the communication policy of the Public Company with shareholders or investors on the Website.
| SIG has disclosed its communication policy with shareholders or investors on the company’s website, www.sig.id
| Comply
| Communication policy :
https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/kebijakan-komunikasi-en.pdf
Code of Conduct Conduct :
https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/code-of-conduct-2022-en.pdf
| ||
Principle 3
| ||||||
Strengthen Membership and Composition of the Board of Commissioners..
| 1
| Decision on the number of members in the Board of Commissioners takes into account the condition of the Public Company.
| SIG has considered the condition of the Company (characteristics, capacity, size and goals for achieving the company’s business) in determining the number of members of the Board of Commissioners in accordance with the Articles of Association of PT Semen Indonesia (Persero) Tbk.
| Comply
|
2022 Annual Report page 253
| |
2
| Decision on the composition of the Board of Commissioners takes into account the diversity of expertise, knowledge and experience required.
| SIG has paid attention to the diversity of expertise, knowledge and experience required in determining the composition of the members of the Board of Commissioners in accordance with the Articles of Association of PT Semen Indonesia (Persero) Tbk so as to provide advice and supervision from a wider variety of aspects.
| Comply
|
2022 Annual Report page 280
| ||
Principle 4
| ||||||
Improving the Quality of Implementation of Duties and Responsibilities of the Board of Commissioners.
| 1
| The Board of Commissioners has a self-assessment policy to assess BOC performance.
| The Board of Commissioners has a self-assessment policy to assess the performance of the Board of Commissioners which is stated in the Board of Commissioners Charter and Annual Report 2022 of PT Semen Indonesia (Persero) Tbk
| Comply
| https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/boc-charter-en.pdf
2022 Annual Report page 275
| |
2
| Self-assessment policies to assess the performance of the Board of Commissioners is disclosed in the Annual Report of the Public Company.
| The Board of Commissioners has disclosed a self-assessment policy to assess the performance of the Board of Commissioners through the 2022 Annual Report.
| Comply
| 2022 Annual Report page 276
https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/boc-charter-en.pdf
| ||
3
| The Board of
Commissioners has a
policy relating to the
resignation of BOC
members involved in
financial crimes.
| The Board of Commissioners has a policy regarding the resignation of members of the Board of Commissioners if they are involved in financial crimes as stated in the Board of Commissioner Charter (BOC Charter)
| Comply
| https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/boc-charter-en.pdf
2022 Annual Report page 283
| ||
4
| The Board of Commissioners or the committee in charge of the Nomination and
Remuneration functions designs a succession policy for members of the Board of Director.
| The Nomination, Remuneration & GCG Committee has developed a succession policy in the Nomination process for members of the Board of Directors in accordance with the Work Guidelines/Charter as the work reference for the Nomination, Remuneration & GCG Committee. The latest
| Comply
|
2022 Annual Report page 359
| ||
Principle 5
| ||||||
Strengthen Membership and Composition of the Board of Directors.
| 1
| The number of BOD appointed takes into account the condition of the Company and effectiveness in decision-making.
| The determination of the number of members of the Board of Directors has taken into account the condition of the Company which includes the characteristics, capacity, size and goals for achieving the Company’s business as well as effectiveness in making decisions in accordance with the Articles of Association and GCG Guidelines of PT Semen Indonesia (Persero) Tbk.
| Comply
|
2022 Annual Report page 290
| |
2
| The Board of Directors’ composition considers the range of expertise, knowledge and experience needed.
| The determination of the composition of members of the Board of Directors has taken into account the diversity, expertise, knowledge and experience needed by SIG in accordance with the Articles of Association. The composition of the Board of Directors consists of personnel who have relevant experience and expertise in their fields so that they have the ability to manage and develop the company’s business.
| Comply
|
2022 Annual Report page 313
| ||
3
| Members of the Board of Directors in charge of accounting or finance must have expertise and/or knowledge in accounting.
| Director of Finance & Risk Management at SIG has met the requirements for expertise and knowledge in finance and accounting. As can be seen on the Company’s Website, the Director of Finance’s curriculum vitae information states that the person concerned has studied Masters (S2) in Finance at Univ. of Denver in 2004 and has also served as SVP of Finance at the Company. | Comply
| https://www.sig.id/en/board-of-directors
2022 Annual Report page 119 | ||
Principle 6
| ||||||
Improving the Quality of Implementation of Duties and Responsibilities of the Board of Directors.
| 1
| The Board of Director has a self-assessment policy to assess BOD performance. | The Board of Directors has a self-assessment policy to assess the performance of the Board of Directors in accordance with the Minister of SOE Regulation concerning Management Contracts and Annual Management Contracts for Directors of State-Owned Enterprises (Ministry of SOE Regulation No PER-11/ MBU/11/2020). | Comply | https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/bod-charter-en.pdf
2022 Annual Report page 315 | |
2
| Self-assessment policies to assess the performance of the Board of Directors is disclosed in the Annual Report of the Public Company | The self-assessment policy to assess the performance of the Board of Directors has been disclosed in the Annual Report in accordance with the Minister of SOE Regulations concerning Management Contracts and Annual Management Contracts for Directors of State-Owned Enterprises. | Comply | 2022 Annual Report page 316 | ||
3
| The Board of Directors possesses a policy relating to the resignation of members involved in financial crimes. | The Board of Directors has a policy regarding the resignation of members of the Board of Directors which is contained in the Articles of Association and the Board of Directors Charter. | Comply
| https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/bod-charter-en.pdf
2022 Annual Report page 317 | ||
| ||||||
Principle 7
| ||||||
Improving Aspect of the Company’s Good Corporate Governance through Stakeholder Engagement.
| 1
| The Public Company possesses a policy to prevent insider trading. | SIG has a policy to prevent insider trading which is contained in the Code of Ethical Conduct Chapter IV of the Ethics of Conduct for Company Personnel in Sub-Chapter 4.14 Insider Trading. | Comply | https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/code-of-conduct-2022-en.pdf
2022 Annual Report page 412 | |
2
| The Public Company has an anti- corruption and anti-fraud policy. | SIG already has anti-corruption and anti-fraud policies contained in the Code of Ethical Conduct and implemented in the form of implementing the AntiBribery Management System certification (ISO 37001) and the establishment of the Gratification and Anti-Bribery Control Team, as well as updating the Board of Directors’ Decree on the Gratification and Anti-Bribery Control Team. (32/Kpts/Dir/2022). | Comply
| https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/code-of-conduct-2022-en.pdf
2022 Annual Report page 414 | ||
3
| The Public Company has a policy about selection and improvement of capabilities of suppliers or vendors | SIG has a policy regarding the selection and capacity building of suppliers or vendors, which includes: a. Goods and/or Services Procurement Procedure No. P/SIG/PRO/001.
b. Work Instruction for Vendor Master Data Management No. IK/SIG/PRO/50057417/001.
c. Work Instruction for Goods and/or Services Provider Performance Evaluation No. IK/SIG/ PRO/50057417/002. | comply | 2022 Annual Report page 419 | ||
4
| The Public Company has a policy about fulfilment of creditors’ rights. | SIG already has a policy regarding the fulfillment of creditor rights contained in:
| Comply | https://www.sig.id/storage/downloads/dokumen-tata-kelola/en/code-of-conduct-2022-en.pdf
2022 Annual Report Page 421 | ||
5
| The Public Company has a whistleblowing system. | SIG already has a Whistleblowing System (WBS) Guideline which covers: 10 types of violations (include gratituity), complaint channels, protection of guarantees of reporter confidentiality, handling of complaints, parties managing complaints, and results of complaint handling and follow up.
To improve quality and independence in WBS management, SIG cooperates with independent consultants in managing the reporting system.
The WBS application supports the confidentiality of the reporter by selecting anonymous in the reporting process | Comply |
2022 Annual Report page 422 | ||
6
| The Public Company has a policy about long-term incentives for Directors and employees
| SIG has a policy of providinglong-term incentives to Directors
and employees. In determiningthe incentives received bythe Board of Directors, theCompany is guided by theMinister of BUMN Regulation
No. PER-01/MBU/05/2019
concerning Guidelines for
Determining Income for Directors,Board of Commissioners and
Board of Trustees of StateOwnedEnterprises and
theiramendments, while forEmployeesregarding theseincentivesare contained in theCollective
LaborAgreement, inarticle 17 to article 43
| Comply
| 2022 Annual Report page 414
| ||
Principle 8
| ||||||
Improving the implementation of information disclosure.
| 1
| Public Company uses information technology beyond a website more widely as tools for information disclosure.
| SIG has utilized the technology used in conveying information, including: email, social media (IG-sig.id, TWITTERsemenku, FACEBOOKsemenindonesiagroup, YOUTUBE-@sig.official) including the OJK-IDX Electronic Reporting System media, as stated in the Communications Policy.
| Comply
|
| |
2
| The Public Company’s annual report reveals the beneficiaries in the Public Company whose shares is at least 5% (five percent), beyond revealing the beneficiaries of key and controlling shareholders.
| Based on KSEI data, the disclosure of the ultimate beneficial owner in the Company’s share ownership, there is no share ownership above 5% other than the Ministry of BUMN which has been stated in the Annual Report and shareholder reports displayed on the website on a monthly basis: https://sig.id/en/investor/ shareholders-information/
| Comply
| 2022 Annual Report page 126 | ||
Book Year GCG Index Value Independent Assessor
About Us
Vision Mission
History
Group And Ownership Structure
Business
Board of Commissioners
Corporate Identity
Corporate Governance
