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Corporate Governance

Evaluation Of Governance Implementation

  /  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 GIS commitment to improve business success and accountability in the long term which is expected to increase the value of the company, in the form of improving performance and creating a good corporate image.

 

The assessment carried out by GIS uses various references to best practice standards applicable in Indonesia and those applicable abroad. Assessment is part of the checks and balances mechanism. With assessment, 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 the implementation of GCG. This is done to obtain an objective assessment of the implementation of GCG in the Company.

Evaluation is carried out using several criteria with the following results:

  1. Assessment of GCG – Ministry of SOEs in accordance with SK-16/S.MBU/2012 concerning Parameter Indicators for Assessment and Evaluation of the Implementation of Good Corporate Governance in SOEs.

 

Fiscal year

GCG Index Score

Independent Assessor

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

 

  1. Asean Corporate Governance organized by the Indonesian Institute For Corporate Directorship (IICD).

Tahun Buku

CG Asean Score

IICD Award

2015

77,57 (Fair)

2016

93,37 (Very Good)

Best State Owned Enterprise

2017

84,15 (Good)

2018

84,96 (Good)

Best Right Of Shareholders

2019

84,96 (Good)

2020

85,21 (Good)

2021

89,22 (Good)

Best Right of Shareholders

 

  1. Self-Assessment of GCG – Financial Services Authority (OJK) in accordance with Number 32/SEOJK.04/2015 concerning Guidelines for the Governance of Public Companies, with evaluation results in 2021 as follows:

 

Principle

Recommendation

Implementation

Status

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.

The Company has in place the voting mechanisms and technical procedures for open or close methods that uphold

independence, and shareholders interest as stated in the GMS code of conduct published in the Company’s website.

Comply

 

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 29 March 2021.

Comply

 

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

 

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.

 

The Company has in place

the communication policy with

shareholders or investors as stated in the Code of Conduct and available in the Company’s website (www.sig.id).

Comply

2

The Public Company discloses the communication policy of the Public Company with shareholders or

investors on the Website.

 

 

The Company has disclosed

the communication policy with

shareholders or investors as stated in the Code of Conduct and available in the Company’s website (www.sig.id).

Comply

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.

The Company has taken into

consideration the Company’s

conditions (characteristics, capacities, measurements and business target achievements).

Comply

 

 

2

Decision on the composition of the Board of Commissioners takes into account the diversity of expertise, knowledge and experience required.

.

The Company has taken into account the diversity of skills, knowledge, and experience required in stipulating the

composition members of the BOC in line with the Articles of Association of PT Semen Indonesia (Persero) Tbk

thereby able to provide advisory and oversight from extensive aspects.

Comply

 

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 BOC has in place a self

assessment policy to evaluate the BOC performance as stated in the Board Manual and Annual Report 2021 PT Semen Indonesia (Persero) Tbk.

Comply

 

2

Self-assessment, policies to assess

the performance of the Board of Commissioners is disclosed in the Annual Report of the Public Company.

 

The BOC has disclosed the self assessment policy to evaluate the BOC performance through the Annual Report Fiscal Year 2021.

Comply

 

 

3

The Board of Commissioners has a

policy relating to the resignation of BOC members involved in financial crimes.

 

As stated in the code of conduct, every company individual shall prevent any

potential of conflict of interest that may be detrimental to the company. The company employee shall not take

any activity that profiting personal interest, family or their relatives directly or indirectly in the company.

To prevent conflict of interest, the company employee that happened to be under the conflict of interest shall

take independent from the situation or inform the supervisor or parties in

charge on such matter. In relation to this, the BOC shall resign if involves in the financial crimes.

Comply

 

 

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 Direc.

The Nomination and Remuneration

Committee has developed the

succession policy for the nominating process of members of BOD in line with the Charter as a reference of the Nomination and Remuneration

Committee. The latest charter has been updated in accordance with the BOC Decree No. 006/SI/Kep.DK/05.2021 dated 1 May 2021.

Comply

 

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 recommendation has been

implemented in accordance with

the Articles of Association and GCG Guidelines of the Company. There

are currently 6 (six) Directors of the Company, this number has taken into account the characteristics, capacity, size and goals of the Company.

Comply

 

 

2

The Board of Directors’ composition considers the range of expertise, knowledge and experience needed.

 

The stipulation of composition of BOD members has taken into account the diversity, skills, knowledge, and experience required by the Company according to the Articles of Association. The composition of BOD consists of personnel with experience and skills relevant to its field thereby able to manage and grow the company’s

business.

Comply

 

 

3

Members of the Board of Directors in charge of accounting or finance must have expertise and/or knowledge in

accounting.

 

The Finance Director of SIG has met the criteria of skills and knowledge in finance and accounting. As stated in

the Annual Report on the curriculum vitae of Finance Director, information on education stating the attainment

of Master Degree in Financial

Management from University of

Padjajaran in 2005, and previously served as Finance Director at PT Rekayasa Industri, as well as served as

CEO of Jakarta Kota Region at PT Bank Negara Indonesia (Persero) Tbk.

Comply

 

Principle 6

 

 

 

 

 

Improving the Quality of Implementation of Duties and Responsibilities

of the Board of

Directors.

.

1

The Board of Director has a selfassessment

policy to assess BOD

performance.

 

The BOD has in place a self

assessment policy to evaluate the BOD performance in line with the SOE Minister Regulation regarding Management Contract and Annual Management Contract of BOD of SOEs (SOE Minister Regulation No. PER-11/ MBU/11/2020)..

 

Comply

 

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 evaluate the BOD performance has been disclosed in the Annual Report in line with the SOE Minister Regulation on

Management Contract and Annual Management Contract.

Comply

 

 

3

The Board of Directors possesses a policy relating to the resignation of members involved in financial crimes.

The BOD has in place a resignation policy for members of the BOD as stated in the Articles of Association and Board Manual.

Comply

 

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.

The Company has in place a policy on insider trading prevention as stated in the Code of Conduct Chapter III of the Company’s Code of Conduct in Sub Chapter 3.10 Insider Trading.

Comply

 

2

The Public Company has an anticorruption

and anti-fraud policy..

 

 

The Company has in place the

anti-corruption and anti-fraud policy as stated in the Code of Conduct Chapter II Company Business Conduct and Chapter III Company Ethics and

has been implemented through the application of Anti Bribery Management System certification (ISO 37001) as well

as the establishment of Gratuity Control and Anti Bribery Team.

Comply

 

 

3

The Public Company has a policy about selection and improvement of capabilities of suppliers or vendors.

 

The Company has in place the

policy on selection and capability improvement of suppliers or vendors (per June 2020), which includes:

a. Code of Conduct Chapter II

Company Business Ethics Sub

Chapter 2.4 Relations with

Suppliers.

b. Goods and/or Services

Procurement Procedures No. P/

SIG/PRO/001.

c. Work Instruction of Goods and/or Services Providers Performance Assessment No. IK/SIG/PRO/50057417/002.

d. Work Instruction of Vendor

Master Data Management No. IK/SIG/PRO/50057417/001.

Comply

 

 

4

The Public Company has a policy about

fulfilment of creditors’ rights.

 

The Company has in place the policy on creditor rights fulfilment, as stated in:

a. Code of Conduct Chapter II

Company Business Ethics Sub

Chapter 2.6 Relations with

Creditor.

b. Group Funding Procedures (P/SIG/FNC/004).

Comply

 

 

5

The Public Company has a whistleblowing system.

The Company has in place a

whistleblowing system policy as stated

in:

a. Code of Conduct Chapter IV

Implementation of Code of Ethics

Sub Chapter 4.3 Reporting,

Handling and Enforcement of

Whistleblowing.

b. GCG Code Chapter III Corporate

Governance Sub Chapter 3.20

Whistleblowing System Policy.

c. Whistleblowing System

Guidelines through BOD Decree

No. 025/Kpts/Dir/2021.

d. Procedures of Gratuity Control,

Anti Bribery, Conflict of Interest

and Whistleblowing System

(WBS) with document code P/SIG/GRC/003.

 

 

 

 

 

 

 

 

Comply

 

 

6

The Public Company has a policy about long-term incentives for Directors and employees.

 

 

The company has a policy

long term incentives

to the Board of Directors and employees. In determine the incentives by the Board of Directors, the Company is guided by to the Regulation of the Minister of SOEs No. PER-01/MBU/05/2019 regarding Income Determination Guidelines

Board of Directors, Board of Commissioners and Board

State Owned Enterprise Supervisor and its changes, while for Employees regarding incentives This is contained in the Employment Agreement

Together, in articles 16 to

chapter 42.

Comply

 

Principle 8

 

 

 

 

 

Improving the

implementation

of information

disclosure.

1

Public Company uses information technology beyond a website more

widely as tools for information disclosure.

 

 

The Company has utilized technology application in disclosing information, such as: emails, social media including

OJK/IDX Electronic Reporting System, as stated in the Communication Policy.

Comply

 

2

The Public Company’s annual reportreveals the beneficiaries in the Public Company whose shares is at least 5%

(five percent), beyond revealing the beneficiaries of key and controlling shareholders..

 

As per KSEI data, the disclosure on ultimate beneficial owners in the

Company’s shareholding, there were no shareholding above 5% apart from the SOE Ministry in which has

been stated in the Annual Report and shareholders report as disclosed monthly on the website: https://sig.id/en/investor/shareholdersinformation/.

Comply