CGR Tinta Merah ENG

7/28/2019 CGR Tinta Merah ENG

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The Company ensures that the basic principles of GCG are applied to every aspectof the business and at all levels. The basic principles of Corporate Governanceof the Company include openness, accountability, responsibility, independency and fairness.

The application of the principle of transparency is done by providing information quickly, precisely through the medium of communication intensively and professionally managed, so that shareholders, creditors, communities and all stakeholders to determine the performance and operations of the Company equally.

Company implement the principle of accountability by focusing on improving the function and role of each organ of the Company and the Company's management so that management can work well. The Company implements internal control system by most of his duties is to conduct internal monitoring.

The Company applies the principle of the responsibility to always stick to the principle of prudence and ensuring compliance with rules and regulations in force.

Application of the principles of independence is implemented withdecision-makingprocess that is free from conflict of interest (conflict of interest) and the influence/pressure from any parties that is not in accordance with the legislation in force and the principles of healthy corporate.

The Company applies the principle of equality by treating all stakeholders in abalanced (equal treatment) between the rights and obligations granted to and bythe Company. The Company opens information access to all stakeholders to providesuggestions for Company's improvement, but the Company also set rules that restrict access to information confidentiality of information by interested parties.

2. GCG implementationSome programs are carried out in 2012 as evidence of management commitment in the implementation of the Company's GCG are:

The signing of the annual statement (Integrity Pact) by the Commissioner, the Board of Directors, employees and business partners in early 2012. Workshop on Risk Management toward Chief Risk and Head of Company.

Follow-up Recommendations Repair Area Of Improvements (AOI) from West Sumatra Province Representative BPKP toward the GCG Assessment results in 2011. Validation Guidelines of the Code of Conduct by the Directors and Board of Commissioners. Completion and refinement GCG guideline and Board Manual.

3. GCG Implementation Plan & Strategy Year 2013

As a follow-up and commitment on increasing the sustainability of corporate governance practices at all levels of operations, and with reference to the implementation of good corporate governance in the Company's assessment (in the form ofRecommendations & Areas of Improvement / AOI BPKP Representatives of West Sumatra Province), the Company planned several important activities related to GCG pra

ctices and its increasing during 2013.

Activity will include among others: Reimplementing GCG Assessment to review the follow-up GCG Assessment results inYear 2011. Complete the entire soft structure that does not exist and conduct several researches for the improvement of existing ones to improve the quality of implementation of GCG. Following-up Areas of Improvement (AOI) Maturity Level Risk Assessment (RML).


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4. Organ CompanyMain Organ of the Company consists of the General Meeting of Shareholders (AGM),the Board of Commissioners and Board of Directors, each of which has an important role in the implementation of corporate governance effectively. Three Main Organs Company are carrying out its functions in accordance with the applicable provisions on the principle that each organ had independence in performing their duties, functions and responsibilities solely for the benefit of the Company.

General Meeting of Shareholders, is the supreme body of the Company, is also a shareholder container to make important decisions that authority is not granted to the Directors and the Board of Commissioners in accordance specified in the Articles of Association and the Legislation in force.

Board of Commissioners in charge of supervising and advising the Board of Directors. nevertheless Company's Board of Directors is authorized organ and are fullyresponsible for the management of the Company in achieving its objectives. To carry out supervisory duties, the Board established the Supporting Committee andthe Board of Directors formed Supporting Unit assigned to assist the implementation of operational activities as needed.

- General Meeting of ShareholdersGeneral Meeting of Shareholders in accordance with the implementation is dividedinto: Annual General Meeting of Shareholders(AGM), is an annual regular agendaand held at least once, and the Extraordinary Shareholders General Meeting (EGM)

which can occur when implementation is outside of AGM time.

During 2012, the Company held one AGM and EGM twice. AGM held on June 19, 2012 in accordance with the procedure for the organization regulations.

Decision AGM held on June 19, 2012 include - the following:

a. Approving the annual report of the Company during the course of the conditionand Year Book 2011 including Task Execution Report Company Supervisory Board ofCommissioners for the Year Book of 2011, during the Annual Report of PT Semen Gresik (Persero) Tbk for Year Book 2010 is approved by GMS PT Semen Gresik (Persero) Tbk.

b. Verify the Company Financial Statements Year Book 2011 which have been audited by Purwantono Public Accountant Office, Suherman & Surja, firm member of Ernst& Young in accordance with the report was a letter RPC-2366/PSS/2012 date 16-03-2012 by opinion "is worth in all material things PT Semen Padang financial position date 31-12-2011, 31-12-2010 and 01-01-2010 or 31-12-2009, as well as the effort and cash flows for the year ended on 31-12-2011 and 2010 in accordance withFinancial Accounting Standards in Indonesia, allowing amortization and releasethe full responsibility (volledig acquit et de charge) to the Board of Directorsand Board of Commissioners of the Company and monitoring management actions that have been made during the Year Book of 2011, all the action recorded on the books - Company books and not inconsistent with the provisions and regulations, aswell as the Financial Statements of PT Semen Gresik (Persero) Tbk for Year Book2011 certified GMS PT Semen Gresik (Persero) Tbk with the note:

1. Resolve the matters to be recorded on the external auditors of Company Financial Statements year Book 2011 and the the solution results reported to MajorityShareholders every three months.2. Enhance the effectiveness of the capital by optimizing receivables managementand liquidity of financial leverage through financial management group (cash management) group to implement "national Pooling".3. Company Pension Funds are required to improve the management of Semen Padangto improve performance and report to the Majority Shareholders every three months.


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4. Securing the domination of raw material cost at least 40 years for both limestone and clay.5. Securing coal supply short and long term and to achieve the best energy cost,with a group synergized producing.6. Improving distribution system and marketing synergies to achieve a net profitmargin of a maximum group.7. Company in order to implement measures cost Reduction program in order to achieve an EBITDA margin improvement from the previous year.8. Expand process technology in order to increase alternative energy with a minimal target of 2.5% of the coal requirement from 2013 to stick to the efficiencyand productivity efforts.9. Improving environmental management to obtain evaluation "proper green" in theyear 2013 and keep harmonization Company with its surroundings.10. Company management must sync Company's organization with holding organization until built an effective holding organization.11. Policy development and IT management is done in a centralized IT holding organization in PT Semen Gresik (Persero) Tbk leveraging group-owned facilities.12. Optimizing financial reporting information and other operational ERP systemsare integrated in Semen Gresik Group at least semester II of 2012, and to guarantee reliability and accuracy of Financial Report with the application of IcoFR.13. Perform human resource development to achieve maximum productivity in accordance with the policy of human resource development group.14. Company Board of Directors in order to take over management of non-productive assets optimally according to the requirements and legislations policy.

15. Improve capex management to achieve company's efectivity strategy development in the future.16. GCG as the basis of making the whole policy of home activity Company internal control and risk management, including to assess implementation of GCG with minimum score 80 (good) or equivalent product was performed by an independent assessor.

b) To approve the Annual Report of the Partnership and Community Development (CSR) Book Year ended December 31, 2011 were prepared based on the audited Financial Statements of the Partnership Purwantono, Suherman & Surja, member firm of Ernst & Young in accordance with the report in RPC-2568/PSS/2012 letter dated 21-05-2012 to the opinion "Naturally, in all material financial position of the Partnership and Community Development, activity reports, and cash flow statement for

the year ended 31-12-2011 and PT Semen Padang dated 31-12-2011, 31-12-2010 and 01-01-2010 or 31-12-2009, as well as activity reports, and cash flows for the years then ended in accordance with Financial Accounting Standards Entities WithoutPublic Accountability "and provides settlement and release of liability (acquitet de charge) to the Board of Directors and the Board of Commissioners for themanagement and supervision of CSR actions are not contrary to the rules and regulations, as well as the Partnership's Annual Report PT Semen Gresik (Persero) Tbk Fiscal Year 2011 Annual General Meeting of Shareholders approved PT Semen Gresik (Persero) Tbk with a note:1. Accomplish anything that noted by external auditors toward Results for Book Year 2011 CSR examination and completion on the records that are reported periodically every three months.2. Improving the management of CSR performance in order to achieve better perfor

mance.3. Conducting of CSR should be coordinated and carried out in line with the policy of SGG and implemented in accordance with applicable laws and regulations.4. Expenditure of funds for the purpose of CSR is allocated from the BUMN Caresin 2010, which has not been approved by appropriate legislation, all expenses borne by the fund company in accordance with the rules and regulations.

c) approve the use of net profit after tax for Book Year 2011 of Rp.728.975.645.000, - (seven hundred and twenty-eight billion, nine hundred and seventy-five million six hundred and forty-five thousand rupiah) as follows.


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1. Final Dividend for Book Year 2011 the percentage amount equal to the percentage amount of dividends to be paid by PT Semen Gresik (Persero) to the Shareholders.2. Partnership Fund established by PT Semen Gresik (Persero) Tbk as ShareholdersAGM after decisions PT Semen Gresik (Persero) for Book Year 2011.3. The remainder was allocated to the reserves that will be used to develop theCompany's business.4. Authorized the Board of Directors to take all necessary acts and set out moreabout the implementation in accordance with the dividend distribution in accordance with the rules and regulations.

d) Provide authority to the PT Semen Gresik (Persero) Tbk as Shareholders of theCompany to determine bonuses for Directors and Board of Commissioners for the Book Year 2011 and the salary for the Board of Directors and to the Board of Commissioners following honoarium facilities and other benefits for the year 2012, taking into account the results Annual General Meeting of Shareholders of PT Semen Gresik (Persero) and delivered in a special letter.

e) To approve the appointment of Public Accounting Office as will be set out inthe Annual General Meeting of Shareholders of PT Semen Gresik (Persero) for BookYear 2012, to audit the financial statements for the financial year 2012 and the costs borne by the Company.

f) To authorize the Company's Board of Commissioners to appoint a Public Account

ing Office to audit the Partnership Financial Statements Book Year 2012, including the remuneration and appointment setting coordinated with the Majority Shareholder.

EGM held on November 19 and December 3, 2012 in accordance with the procedure for the organization regulations.

Decision of the EGM held on 19 November 2012 cover - the following:1. Approved PT Semen Padang to implement and manage the construction of a cementfactory SGG-III (project Indarung VI) in Indarung, Padang, West Sumatra with acement production capacity of 3.0 million tons per year, worth Rp.3.249.897.830.622 budget to be completed the fourth quarter 2015 (including commissioning) andguided by:

a. No. SKB. No. 046/Kpts/Dir/2012 and SKB. 384/SKB/HKM10/11.12 about Tim CenterLed SGG III Plant Construction In Sumatra and SGG IV In Java;b. No. SKB. No. 047/Kpts/Dir/2012 and SKB. 385/SKB/HKM10/11.12 on Guidelines forProcurement of Goods and Services Center Led By SGG III Plant Construction Project in Sumatra and SGG IV In Java;c. No. SKB. No. 048/Kpts/Dir/2012 and SKB. 383/SKB/HKM10/11.12 on Guidelines forCoordination and Control of Plant Development Project III SGG SGG In Sumatra and IV in Java.

as the basis for the implementation and management of the construction project,with a note:1. Completion of 412 hectares of land to ensure adequate reserve of raw materials;

2. In the event of organizational change projects Indarung VI, must be approveda majority of Shareholders;3. Majority shareholders have the authority to take action and change managementpolicies Indarung VI project, if necessary to ensure the performance of the project according to the strategy, goals and objectives of SGG;4. Using proven technology, efficient and attentive to the ability of PT Semen Padang (available funds);5. For construction of cement mill, in order to seek Board precise location andmore strategic for the development in the future;6. Schedule and cost control in order to be done carefully.


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2. Approved the guarantee asset PT Semen Padang in order to finance constructionof the plant SGG III (Project Indarung VI) in Indarung, Padang, West Sumatra, with a production capacity of 3.0 million tons of cement per year, with a note: in order to optimize the management of the fund, then the fund (search loans andwithdrawals) must obtain the approval of PT Semen Gresik (Persero) Tbk as the majority shareholders, and its implementation rules specified later.

3. Meeting delay the decision on the the third agenda until time to be determined further and Directors of PT Semen Padang are required to prepare other corporate guarantee proposal that necessary for PT Semen Padang.

Decision EGM held on December 3, 2012 cover - the following:

1. Approve changes to the articles of association of the Company, namely 11, 14and 17 as has been distributed to the participants and the meeting place since the establishment of subsidiaries PT Semen Padang (Persero) who runs the operational functions of PT Semen Indonesia (Persero) Tbk and follow the provisions of the apply.

2. Provide right and authority to the Board of Directors to make Decisions Statement Meeting in a deed of all Articles of Association of the Company, whether ornot there is a change or not, as completely as possible.

3. Provide authority to the Directors to be commissioned Notary for and on behalf of the Board of Directors to announce an amendment that has been decided in paragraph 1 of this decision, towards the Minister of Justice and Human Rights ofRI.

- Board of CommissionersAct No. 40 year 2007 on Limited Liability Company requires all incorporated under the laws of Indonesia has a Board of Commissioners charged with oversight andadvice to the Board members at the discretion of the management, road maintenance in general, either the Company or the Company's business. Supervision and counseling conducted for the benefit of the Company and in accordance with the aimsand objectives of the Company.

Board of Commissioners consisting of more than one person is a member of the panel and each member of the Board of Commissioners can not act alone, but by the decision of the Board of Commissioners. Each member of the Board shall Komaris good manner, prudent and responsible in carrying out their oversight and advice tothe Board of Directors for the benefit of the Company and in accordance with the aims and objectives of the Company. Each member of the Board of Commissionersparticipated personally responsible for the loss of the Company if the party concerned is guilty or negligent in performing their duties.

In the event of bankruptcy due to errors or omissions Board of Commissioners inoverseeing the maintenance performed by the Company's Board of Directors and wealth is not sufficient to pay all obligations due to bankruptcy of the Company, each member of the Board of Commissioners participated jointly and severally liab

le for obligations of the Directors has not repaid.

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5 Implementation and Assessment Risk Management in 2012

GCG and Risk Management is a unit under the ranks and directly responsible to the Secretary of the Company (Corporate Risk Manager) as a commitment to ensure the implementation of the Company's Corporate Governance and Enterprise Risk Management (ERM) is reached in a comprehensive, effective and efficient.


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In managing and controlling risk, the Company has a Risk Management Technical Guidelines compiled refer to AS / NZS 4360:2004 and other terms and supported by System Operating Procedure (SOP) in the level of implementation.

Some implementations are implemented in 2012 as evidence of management commitment in the implementation of the Company's corporate governance such as: Conduct an evaluation of risk management in order to assess the adequacy of thedesign and effectiveness of the risk management process as a management tool toprovide assurance to stakeholders that the company's goals and objectives achieved as expected and to determine the level of maturity of risk management (risk maturity level) . Perform risk identification / risk register, risk mapping by all units and thenformulated a Corporate Risk mapping and controlled corporately. The Review Program and Clinical Risk Management on an ongoing basis to determine the developmentand implementation of risk management to ensure that risks are identified, which update the risk register and risk mapping to monitor the control implemented.

(HAL 36)

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CGR Tinta Merah ENG