Corporate Governance

As a public company, the implementation of Good Corporate Governance is a must, in order to provide a foundation for the Company’s operational activities

As a public company, the implementation of Good Corporate Governance is a must, in order to provide a foundation for the Company’s operational activities, so that the management of the Company can be efficient, effective, and professional. This will create a positive image of the Company as well as bring its performance to an optimal level.

The Company consistently strives to optimize the implementation of Good Corporate Governance through the strengthening of infrastructure aimed at achieving the best practices, by adjusting its systems and procedures as needed to support a more effective implementation of Good Corporate Governance.

This is grounded on the four basic principles that provide a guideline for each step taken by the Management and employees of the Company across all organizational levels. The four basic principles are:

Transparency
Transparency is a commitment to ensuring the availability of material information to be accessed by the stakeholders. This information may include the Company’s financial position, the management, and the ownership structure. Such information must be made available in an accurate, clear, and timely manner.

Accountability
Accountability ensures the presence of mechanisms, roles and responsibilities needed for the professional management of the Company upon all the decisions and policies that are taken and that affect the Company’s operational activities.

Responsibility
Responsibility provides a clear explanation of the roles of each party in achieving the common goals, and ensures that all relevant regulations and social norms have been adhered to.

Fairness
Fairness ensures that all decisions and policies implemented are aligned with the interest of the stakeholders, including the customers, vendors, shareholders, investors, and the general public.

GENERAL MEETING OF SHAREHOLDERS

The General Meeting of Shareholders (GMS) is the highest organ within the governance structure of PT Metrodata Electronics Tbk (“the Company”). The GMS retains the authority not given to other organs within the governance structure, specifically, the authority to determine the Company’s long-term direction and to appoint and dismiss members of the Company’s Board of Commissioners and Directors.

 

Decisions and resolutions made by the shareholders at the GMS may be obtained by means of deliberation for consensus. Should this fail to arrive at a resolution, decision will be made by voting, provided that the votes which agree to the resolution being deliberated exceed one half of the total votes issued legally by the GMS, unless otherwise determined in the Articles of Association.

 

In 2020, the Company held two GMS, namely Annual GMS (AGMS) and Extraordinary GMS (EGMS), both held on 26 June 2020. Both the GMS were attended by members of the Company’s Board of Commissioners and Directors.

 

The summary of schedules and resolutions of the GMS are as follows:

• Announcement Date: 20 May 2020
• Shareholders Summons Date: 4 June 2020
• GMS Implementation Date: 26 June 2020
• GMS Resolutions Publication Date: 30 June 2020

 

AGMS and EGMS were attended by:

• Members of the Board of Directors, namely the President Director and Directors. The Directors of the Company who attended the AGMS and EGMS online were Sjafril Effendi and Agus Honggo Widodo.
• Members of the Board of Commissioners, namely the Vice President Commissioner and the Independent Commissioner.
• Representatives of 1,937,722,464 shares (78.92%) for AGMS, and 1,937,722,428 shares (78.92%) for EGMS, of all issued and fully paid shares in the Company.

 

Annual GMS Resolutions

1. i) Approved the 2019 Annual Report, including reports from the Board of Directors, supervisory report from the Board of Commissioners, as well as audited financial statements for FY2019.

 

ii) With the approval of the 2019 Annual Report, provided full acquittal and discharge of responsibilities (acquit et decharge) to all members of the Board of Directors of the Company for their management actions and to all members of the Board of Commissioners of the Company for their supervisory actions during FY 2019.

 

2. i) Approved and ratified the Company’s Net Profit for FY 2019 amounting to Rp357,070,267,598 (three hundred fifty-seven billion seventy million two hundred sixty-seven thousand five hundred ninety-eight Rupiah)

 

ii) Approved and authorized the use of the Company’s Net Profit for FY 2019 to be used as follows:

 

a. As much as Rp81,027,438,261 (eighty-one billion twenty-seven million four hundred thirty-eight thousand two hundred and sixty-one Rupiah), or 22.7% (twenty-two-point seven percent) of the Company’s Net Profit for FY 2019 as cash dividend that will be distributed to the Shareholders owning 2,455,376,917 (two billion four hundred fifty-five million three hundred seventy-six thousand nine hundred and seventeen) shares, with each share to receive Rp33 (thirty-three Rupiah) in cash. Upon receipt of dividends, cash will be taxed in accordance with the provisions of the applicable tax laws. The procedure and schedule for the distribution of cash dividends is announced under the Minutes of this GMS.
 

b. The remaining Rp276,042,829,337 (two hundred seventy-six billion forty-two million eight hundred twenty-nine thousand three hundred and thirty[1]seven Rupiah), which is 77.3% (seventy-seven[1]point three percent) of the Company’s Net Profit for FY 2019 is to be allocated as the Company’s Retained Earnings.

 

iii) Granted power and authority to the Board of Directors of the Company to carry out any and all actions in accordance with the above-mentioned resolution including but not limited to further discussion regarding the procedures for the distribution of such Cash Dividends.

 

3. i) Appointed Imelda & Rekan Public Accounting Firm and its successor or replacement to conduct an audit for FY 2020.

 

ii) Approved to grant authority to the Board of Directors of the Company to determine the honorarium for the Public Accounting Firm.

 

4. i) Reappointed:

a) Mr. Candra Ciputra, as the President Commissioner of the Company;

b) Mr. Ben Aristarchus Widyatmodjo, as the Vice President Commissioner of the Company.

 

ii) Appointed Mr. Tanan Herwandi Antonius, as an Independent Commissioner of the Company to replace Mrs. Lulu Terianto. Thus, the composition of the members of the Board of Commissioners of the Company for the term of office commencing from the closing of this Meeting until the closing of the Company’s Annual General Meeting of Shareholders held in 2024 (two thousand and twenty[1]four) is as follows:

 

• Candra Ciputra, as President Commissioner of the Company;
• Ben Aristarchus Widyatmodjo, as the Vice President Commissioner of the Company;
• Tanan Herwandi Antonius, as an Independent Commissioner of the Company

 

iii) Conferred the title of “The Late Chairman Emeritus” to the late Mr. Ciputra for his services up to this point and subsequently conferred and appointed Mr. Hiskak Secakusuma as the new Chairman Emeritus of the Company for a life term.

 

iv) Granted the authority to the Board of Directors of the Company to take all and every action necessary in connection with the resolutions, including but not limited to declaring/stating the resolutions in the form of a deed made before a Notary and taking all and every action necessary in accordance with the applicable laws and regulations.

 

5. i) Determined and approved the honorarium and other benefits of the members of the Board of Commissioners of the Company amounting to Rp2,983,500,000 (two billion nine hundred eighty-three million five hundred thousand Rupiah) per year gross for all members of the Board of Commissioners of the Company.

 

ii) Authorized the Board of Commissioners of the Company as the nomination and remuneration committee to determine the salaries and benefits of members of the Company’s Board of Directors and other facilities.

 

Resolutions of EGMS

 

A. Approved the amendment to article 3 of the Articles of Association of the Company regarding the purposes and objectives as well as the Company’s business activities in accordance with the 2017 Indonesian Standard Industrial Classification, as follows:

 

1. The Purpose and Objective of the Company is to do business in: Information and Communication Technology.
    
2. To achieve the above purpose and objective, the Company may carry out the following business activities:

 

• Wholesale of computers and computer equipment;
• Software wholesale;
• Electronic spare parts wholesale;
• Telecommunication equipment wholesale trade;
• Development of trading applications via the internet (e-commerce);
• Information security consulting activities; g. Computer consulting activities and other computer facility management activities;
• Information Technology Activities and other Computer Services;
• Web portals and/or digital platforms for non-commercial purposes;
• Web portals and/or digital platforms for commercial purposes;
• Leasing and rental activities without option rights for office machines and equipment;
• Private Computer Education (information and communication technology) services.

 

B. Granted power of attorney with the right of substitution to the Board of Directors of the Company, to take all and every action necessary in connection with the resolution, including but not limited to declaring/stating such decisions in the form of a deed made before a Notary, to change, adjust and/or rearrange all provisions of the Articles of Association of the Company including the provisions of Article 3 of the Articles of Association of the Company in accordance with the 2017 Indonesian Standard Industrial Classification along with the changes or updates (if any) or other statements as determined by the competent agencies, and carry out everything and every action needed, in accordance with the prevailing laws and regulations.

 

Realization of the 2019 AGMS Resolutions

The resolutions of the 2019 AGMS that required follow-up had been fully resolved by the Company’s management in that same year.

 

BOARD OF COMMISSIONERS 

The Board of Commissioners is the Company’s organ with a function to supervise and provide advice to the Directors and collectively reports to the General Meeting of Shareholders (GMS).

Members of the Board of Commissioners may not take and/ or receive any personal benefit from the Company other than the remuneration and other facilities as determined in GMS.

All members of the Board of Commissioners have adequate integrity and competence suiting the Company’s business needs.

At present, the Company’s Board of Commissioners consists of three members. They are the President Commissioner, Vice President Commissioner, and Commissioner cum Independent Commissioner.

The Board of Commissioners was appointed based on the Resolutions of the AGMS dated 8 June 2015, for a period of five years.

The Board of Commissioners has participated in a number of internal training programs in the field of management, business, and finance to improve their competence.

The Company’s President Commissioner, Candra Ciputra, is affiliated with one of the Company’s major shareholders, namely PT Ciputra Corpora.

The Independent Commissioner hails from outside of the Company, does not hold any shares, either directly or indirectly, in the Company; does not have any relationship with the Company, or any other members of Board of Commissioners, Directors or Major Shareholders of the Company, and does not have any business relationships, either directly or indirectly, with the Company’s operations.

The composition and number of members of the Company’s Board of Commissioners has been determined by taking into consideration the business condition faced by the Company. In addition, factors of diversity, especially those related to the expertise, knowledge, and experience, have also been considered.

With the issuance of Financial Services Authority Regulation (POJK) No. 33/POJK.04/2014 on Directors and Board of Commissioners of Issuers or Public Companies, the Company as anissuer has the obligation to meet the provisions set in the POJK, especially with regard to the article 35 on the obligation to formulate the Guidelines and Code of Conduct for Directors and the Board of Commissioners.

Duties and Responsibilities of the Board  of Commissioners

• Supervise and be responsible for the supervision of the policies for running in general the Company and its businesses, and provide advice to the Directors;
• Provide approval to the Company’s annual work plan at the latest before the commencement of the upcoming financial year;
• Carry out certain tasks mandated by the Articles of Association of the Company, the prevailing regulations, and/or the resolutions of the General Meeting of Shareholders;
• Carry out tasks, authority and responsibilities in line with the Articles of Association of the Company and the resolutions of the General Meeting of Shareholders;
• Review and be responsible for the Annual Report of the Company, as well as sign the Annual Report of the Company as prepared by the Directors; and
• Comply with the Articles of Association and other prevailing regulations, and oblige to uphold the principles of professionalism, efficiency, transparency, independence, accountability, responsibility and fairness.

Authorities of the Board of Commissioners

• Assess and review the annual report prepared by the Directors and sign the annual report;
• Request explanation from the Directors and/or other officers on all issues related to the Company;
• Understand all policies and actions that have been and will be carried out by the Directors;
• Request the Directors and/or other officers under the Directors with the knowledge of the Directors to attend the Meetings of the Board of Commissioners; and
• Establish the Audit Committee, Remuneration and Nomination Committee, and other committees (as deemed necessary) by taking into consideration the Company’s ability.

Code of Conduct

1. Each member of the Board of Commissioners must comply with the code of conduct in effect in the Company, conduct their duties with the best of intentions, a sense of responsibility, and caution, at all times with due regard to the prevailing rules and regulations, principles of Good Corporate Governance, and the Company’s Articles of Association, in addition to avoiding any potential conflict of interest between the Company and the Board of Commissioners as well as other related parties.
    
2. Concurrent positions:
   1. Each member of the Board of Commissioners is allowed to concurrently hold a maximum of 2 (two) positions as Director at other public companies;
   2. Each member of the Board of Commissioners is allowed to concurrently hold a maximum of 2 (two) positions as Commissioner at other public companies.
       
3. Each member of the Board of Commissioners must maintain the confidentiality of discussions and resolutions of the Board of Commissioners as well as the information obtained from meetings, unless otherwise stated by the President Commissioner, or should such information has been disclosed by the Company to the public.
    
4. Each member of the Board of Commissioners is prohibited from making any decisions that may place the Board of Commissioners at a potential conflict of interest.
    
5. In the event of a conflict of interest:
   1. Members of the Board of Commissioners are prohibited from making any decisions or conducting any actions that may harm the Company or diminish the Company’s profits, and
   2. They must disclose such conflict of interest in a meeting summary that at a minimum contains the names of the parties having the conflict of interest, the main issue of the conflict of interest, and the basis for decision making.
       
6. Each member of the Board of Commissioners must: a. Not take advantage of the Company for their own or their family’s or other parties’ benefit at the expense of the Company’s profits, and b. Not receive any personal benefit from the Company apart from the remuneration and other facilities as determined in the General Meeting of Shareholders in keeping with the prevailing regulations.

Reporting and Responsibility of the Board  of Commissioners

The Board of Commissioners must account for their execution of duties to the Shareholders at the General Meeting of Shareholders.

In implementing its supervisory duties, the Board of Commissioners periodically convenes internal meetings and meetings with the Directors to discuss the Company’s overall performance.

Performance Evaluation and Remuneration

Remuneration for the members of the Board of Commissioners is determined by the GMS based on the recommendation from the Board of Commissioners conducting the functions of Nomination and Remuneration.

Nomination and Remuneration Committee

To comply with the OJK Regulation No. 34/POJK.04/2014 regarding the Nomination and Remuneration Committee of Issuers or Public Companies, the Company’s Board of Commissioners carries out the function of the Nomination and Remuneration Committee in accordance with the stipulations in the Company’s Board of Commissioners Circular dated 27 October 2015.

The Nomination and Remuneration Committee has the Guidelines and Work Procedures of the Nomination and Remuneration Committee, as follows:

Nomination Guidelines

This is executed by the Board of Commissioners that carries out the function of Nomination Committee.

1. Duties and Responsibilities regarding Nomination

• Providing recommendation to the Board of Commissioners regarding composition of the Directors and/or Board of Commissioners, policies and qualifications required in the Nomination process and performance evaluation policies for members of the Directors and/or the Board of Commissioner pursuant to the benchmark designated as the evaluation material.
• Evaluating the performance of members of the Directors and/or the Board of Commissioners based on the evaluation benchmark.
• Providing recommendation regarding skills development programs for the Directors and/or the Board of Commissioners.
• Proposing candidates that qualify as members of the Directors and/or the Board of Commissioners, to the Board of Commissioners to be submitted to the General Meeting of Shareholders.

2. Work Procedures

• Preparing the composition and nomination process of members of the Directors and/or the Board of Commissioners.
• Preparing the policies and qualifications needed for the nomination process for candidates of the Directors and/or the Board of Commissioners.
• Preparing the Capacity Development Program for members of the Directors and/or the Board of Commissioners.
• Evaluating the performance of the Directors and the Board of Commissioners.

3. Meetings
Meetings with a Nomination agenda shall be held by the Board of Commissioners at least once every 4 (four) months.

4. Activities Reporting System
The report on the performance of Nomination duties is contained in the Board of Commissioners’ report of supervision submitted to the General Meeting of Shareholders.

Remuneration Guidelines

This is executed by the Board of Commissioners that carries out the function of Remuneration Committee.

1. Duties and Responsibilities regarding Remuneration

1. Providing recommendations to the Board of Commissioners regarding the remuneration structure, remuneration policies, and amount of remuneration.
2. Evaluating the performance in relation to the amount of remuneration received by each member of the Directors and/or the Board of Commissioners.

2. Work Procedures

A. Preparing the remuneration structure for members of the Directors and Board of Commissioners, consisting of:

1. Remuneration (salaries, bonus, routine allowances, and other facilities in Non Natura form).
2. Other facilities in Natura form, such as: business travel allowances, health benefits, and membership benefits (health club memberships).
3. Retirement Benefits (received upon the end of the term of office).

B. Preparing Remuneration policies for the Board of Commissioners and Directors to be subsequently determined by the General Meeting of Shareholders. The General Meeting of Shareholders can confer the power and authority to the Board of Commissioners to determine the amount of remuneration. The remuneration policies are based upon:

1. Eligibility/fairness;
2. Performance/achievement by the Directors and Board of Commissioners;
3. The Company’s performance and reserve as stipulated by the Limited Liability Company Law;
4. Tax provisions and labor regulations.

The General Meeting of Shareholders can confer authority to the Board of Commissioners to design and determine the remuneration system including honorarium, allowances, salaries, bonus, and other forms of remuneration for members of the Directors and the Board of Commissioners.

C. Setting the amount of remuneration for members of the Directors and Board of Commissioners. The amount of remuneration for members of the Directors and Board of Commissioners is proposed and recommended by the Board of Commissioners (which in this case acts as the Remuneration Committee). The amount of salaries, allowances, facilities, and benefits for members of the Directors and Board of Commissioners is determined based on the performance of each member of the Directors and Board of Commissioners as well as market development of similar business. This amount will be evaluated annually based on the Company’s business competitiveness and the prevailing economic conditions.

3.  Meetings
Meetings with Remuneration agenda shall be held by the Board of Commissioners at least once every 4 (four) months.

4.  Reporting System
Reports of remuneration activities is submitted to the General Meeting of the Shareholders.

DIRECTORS

Duties and Responsibilities of the Directors

• The Directors are appointed to manage the Company and be fully responsible for such management for the interest of the Company, in line with and in order to achieve the Company’s purposes and objectives;
• Each Director must with the best of intentions and a sense of responsibility conduct their duties at all times with due regard to the prevailing regulations and the Articles of Association;
• Lead, manage and control the Company in line with the Company’s objectives and continuously improve the Company’s efficiency and effectiveness;
• Control, maintain and manage the Company’s assets; and
• Prepare the Company’s annual work plan that contains the Company’s annual budget and must be presented to the Board of Commissioners to obtain approval from the Board of Commissioners prior to the commencement of the upcoming financial year.

Authorities of the Directors

• Establish and appoint and dismiss the Corporate Secretary or the Corporate Secretary work unit and appoint its supervisor; and
• Represent the Company in and out of the Company in relation to all matters and in all circumstances, to bind the Company with other parties and other parties with the Company, and to carry out all actions that are related to the management or ownership of the Company, within the limitations stipulated in the Company’s Articles of Association.

Code of Conduct

1. Each Director must comply with the code of conduct in effect in the Company, conduct their duties with the best of intentions, a sense of responsibility, and caution, at all times with due regard to the prevailing rules and regulations, principles of Good Corporate Governance, and the Company’s Articles of Association, in addition to avoiding any potential conflict of interest between the Company and the Directors as well as other related parties.
    
2. Concurrent positions:
   1. Each member of the Directors is allowed to concurrently hold a maximum of 2 (two) positions as Director at other public companies;
   2. Each member of the Directors is allowed to concurrently hold a maximum of 2 (two) positions as Commissioner at other public companies.
       
3. Each Director must maintain the confidentiality of discussions and resolutions of the Directors as well as the information obtained from meetings, unless otherwise stated by the President Director, or should such information has been disclosed by the Company to the public
    
4. Each Director is prohibited from making any decisions that may place the Directors at a potential conflict of interest.
    
5. In the event of a conflict of interest:
   1. Members of the Directors are prohibited from making any decisions or conducting any actions that may harm the Company or diminish the Company’s profits, and
   2. They must disclose such conflict of interest in a meeting summary that at a minimum contains the names of the parties having the conflict of interest, the main issue of the conflict of interest, and the basis for decision making.
6. Each Director must:
   1. Not take advantage of the Company for their own or their family’s or other parties’ benefit at the expense of the Company’s profits, and
   2. Not receive any personal benefit from the Company apart from the remuneration and other facilities as determined in the General Meeting of Shareholders in keeping with the prevailing regulations.

Reporting and Responsibility  of the Directors

• The Directors have the obligation to report on all issues or important matters taking place within the Company to all members of the Directors in the Directors’ Meetings or in the meetings of the Directors held occasionally as required by the members of the Directors;
• The Directors have the obligation to report on important matters taking place within the Company to the Board of Commissioners in the joint meetings of the Board of Commissioners and the Directors, or via direct reporting by the Directors to the Board of Commissioners.

The Directors convenes periodically internal meetings and meetings with the Board of Commissioners to discuss the Company’s progress and decide policies for its management.

In 2019, members of the Directors participated in a variety of training programs to cultivate their competence and knowledge, in line with the Company’s business needs and the latest global developments. The Directors also attended various conferences held by the Principals, and attended ICT exhibitions in the country and abroad.

Performance Evaluation and Remuneration

Directors’ performance is evaluated periodically by the Board of Commissioners conducting the Nomination and Remuneration functions.

The GMS determines the remuneration for the Directors based on the recommendation from the Board of Commissioners conducting the Nomination and Remuneration functions.
 

AUDIT COMMITTEE

The Audit Committee is an organ under the Board of Commissioners responsible for assisting the Board of Commissioners in conducting supervisory duties in order to enhance the implementation of the Company’s Good Corporate Governance.

The Company’s Audit Committee was established pursuant to the Regulation of Indonesia’s Capital Market and Financial Institutions Supervisory Agency (Bapepam-LK) No. IX.I.5. The Audit Committee is responsible for assisting the Board of Commissioners in evaluating the fairness of the Management’s Reports as prepared by the Directors and identifying various issues regarding violations of applicable rules and regulations in the Company’s operations.

In conducting its tasks to support Board of Commissioners, the Audit Committee refers to the Audit Committee Charter and its work plan.

At present, the Audit Committee consists of three persons chaired by an Independent Commissioner and two members with ample educational background, competence and experience in auditing.
 

Dr. Ir. Antonius Tanan MBA, MSc, MA
Independent Commissioner

Graduated with Civil Engineering degree from University of Katolik Parahyangan, Bandung in 1984, and Master of Management degree from Sekolah Tinggi Prasetiya Mulya, Jakarta in 1987, Master of Science degree in Urban Development from University London, United Kingdom, England in 1987, and Master of Arts degree for Gifted Education/Smart Talented Special from University of Connecticut, USA in 2010. While the Doctor degree in field Distance Learning from Athabasca University, Canada, USA in 2017. He has experience of work of 31st year in Ciputra Group since 1987 with the last position Senior Director. Since 2003 were involved in the development education services at Ciputra Group such cover Ciputra School, Citra Kasih School and Citra Berkat School. He never led CEC (Ciputra Entrepreneurship Center) from 2006 to 2018. Antonius Tanan is an Indonesian citizen and 60 years old. He was appointed as the Company’s Independent Commissioner and Chairperson of the Audit Committee of the Company of 26 June 2020.

Hasan, SE
Member

Graduated with a Bachelor’s degree in Economics from Tarumanagara University, Jakarta, Indonesia in 2000. He began his career at the Arthur Andersen Public Accounting Firm in 2000 and then worked with Ernst & Young Indonesia since 2002 until 2018 with the latest position as Associate Director. He has extensive experience from more than 18 years working in external audit and providing consulting services to technology and telecommunication companies. Currently he is working as a financial consultant of a private company. Hasan is an Indonesian citizen and 43 years old, he was appointed as the Member of the Audit Committee of the Company on 29 June 2020

Jimmy Cakranegara, SE
Member

Graduated with a Bachelor’s degree in Economics from Sekolah Tinggi Ilmu Ekonomi IBII, Jakarta, Indonesia in 2003. He began his career at Mitra Winata Public Accounting Firm from 2002 until 2003. He joined Purwantono, Sarwoko & Sandjaja (Ernst & Young) Public Accounting Firm from 2003 to 2008 and Tjahjadi, Pradhono & Teramihardja (Morison International) Public Accounting Firm from 2008 to 2011. From 2011 until 2018 he worked at Kosasih, Nurdiyaman, Tjahjo & Rekan (Crowe Horwath) Public Accounting Firm as Audit Senior Manager. Currently, he is working at Yonathan and Rekan Public Accounting Firm as a partner. Jimmy Cakranegara is an Indonesian citizen and 40 years old, he was appointed as the Member of the Audit Committee of the Company on 1 August 2015.

The Audit Committee always coordinates with the Company’s Internal Audit to optimize the supervisory function.

 

INTERNAL AUDIT

Graduated with a Bachelor’s degree in Economics from Satya Wacana Christian University, Salatiga, Central Java, Indonesia, in 2007 and began his career at PT Sentraponsel Indonesia. In 2010, he served as Subsection Head Audit at PT Sayap Mas Utama. He subsequently worked at First Resources Ltd and at PT Kino Indonesia Tbk as Internal Audit Manager.  Wahyu Prasetyo is an Indonesian citizen and 35 years old, and since 1 April 2019 he has been serving as the Company’s Internal Audit Manager.

The Company’s Internal Audit Department of was established directly under the President Director to perform internal control functions. The Company improves its implementation of internal control by formulating many highly-applicable systems and procedures. In this manner, the Company is able to prevent fraud and other similar activities that may cause losses for the Company.

The Company’s Internal Audit Department was established in accordance with the charter set by the Institute of Internal Audit (IIA) and the Regulations of the OJK No. 56/POJK.04/2015 on the Establishment and Guidelines on the Formulation of the Internal Audit Charter, namely to provide independent and objective supervision and consultation designed to add value and improve the operations of the organization. The Internal Audit function helps the organization achieve its objectives by applying a systematic, disciplined approach to evaluating and enhancing the effectiveness of risk management and control in order to ensure good corporate governance implementation.

Aligned with the aforementioned definition, the Internal Audit Charter was ratified by the Company’s President Director and approved by the Board of Commissioners. The charter serves as guidance for Internal Audit Department in carrying out its tasks. The Internal Audit charter sets forth tasks and responsibilities of internal audit, authority of internal audit, code of ethics in auditing, professional requirements for auditors and accountability of internal audit activities.

The Internal Audit Department is led by the Head of Internal Audit Department, who reports administratively to the President Director and functionally to the Audit Committee.

The scope of Internal Audit’s tasks includes ensuring compliance to the regulations, policies, standards, and procedures, as well as providing effective and efficient recommendations for the Company’s operations. The internal audit activities and advice provision, which include the formulation of Standard Operating Procedures (SOP) and compliance audits, are focused on key elements, i.e. Risk Management, Control, and Governance.

The Company continues to enhance the competence and capacity of its internal control, and this is achieved by recruiting internal auditors that have the proper specifications of competence and improve the internal auditors’ skills through various training programs.

At present, the Internal Audit consists of four members, led by the Internal Audit Manager.

Internal Audit Manager Profile
Wahyu Prasetyo, SE

Graduated with a Bachelor’s degree in Economics from Satya Wacana Christian University, Salatiga, Central Java, Indonesia, in 2007 and began his career at PT Sentraponsel Indonesia. In 2010, he served as Subsection Head Audit at PT Sayap Mas Utama. He subsequently worked at First Resources Ltd and at PT Kino Indonesia Tbk as Internal Audit Manager.  Wahyu Prasetyo is an Indonesian citizen and 35 years old, and since 1 April 2019 he has been serving as the Company’s Internal Audit Manager.

 

CORPORATE SECRETARY

Randy Kartadinata, SE
Corporate Secretary

Graduated with a Bachelor’s degree in Economics from Tarumanagara University, Jakarta in 1992. He started his career with an International Public Accounting Firm Siddharta Siddharta and Harsono/Coopers and Lybrand as Senior Auditor in 1992. He subsequently worked as Manager at international financial consulting firms, namely PricewaterhouseCoopers and KPMG. He continued his career at Lippo, Murdaya, Salim and Ciputra groups of companies, holding various positions as Senior Management and Director. Randy Kartadinata is an Indonesian citizen and 51 years old, and he was appointed as The Company’s Finance Director cum Corporate Secretary on 1 October 2010. On 27 May 2019, he was reappointed as the Company’s Director and continued to serve as the Corporate Secretary to this day.

Responsibility of the Corporate Secretary

The Corporate Secretary reports directly to the President Director and has the function to maintain smooth relationship between the Company and the regulatory bodies, shareholders and public/stakeholders.

Presently, the position of Corporate Secretary, established in accordance with the Regulation of Bapepam-LK No. IX.I.4 (as adjusted with Regulation o the Financial Services Authority (POJK) No. 35/POJK.04/2014), is held by Randy Kartadinata, SE.

Duties of the Corporate Secretary The Corporate Secretary’s tasks include to:

• Keep abreast with the latest developments in the Capital Market, particularly regarding the applicable laws and regulations of the Capital Market;
• Provide any necessary information regarding the Company’s conditions to investors or the public;
• Provide inputs to both the Directors and the Board of Commissioners to ensure compliance with laws and regulations of the Capital Market;
• Serve as the Company’s spokesperson to Indonesia’s Financial Services Authority (FSA, formerly BapepamLK), the Indonesia Stock Exchange and the public;
• Be in charge of all corporate actions, including but not limited to the Company’s General Meeting of Shareholders and Public Expose;
• Coordinate and prepare minutes of meetings of both the Directors’ and the Board of Commissioners’ meetings;
• Be responsible for ensuring the Company’s compliance with laws and regulations on the Capital Market, Limited Liability Companies, and Investments.

Training

In 2019, the Corporate Secretary attended several training and educational programs, in order to enhance his execution of functions and duties as Corporate Secretary.

 

RISK MANAGEMENT

The Company considers that applying risk management in operating the Information Communication and Technology (ICT) business is inseparable from achieving the Company’s given performance target and applying the Good Corporate Governance comprehensively.

The implementation of effective risk management is critical for the Company in acing business risks arising from internal and external factors.

The Company has identified a number of risks based on the risk impacts on its business activities and finance in order to ensure an effective, efficient and reliable operational process in supporting its strategy and making manifest the Good Corporate Governance.

The following is a list of business risks faced by the Company in doing its business activities:

Business Competition Risk
In the ICT products and services distribution business, the Company faces increasingly tougher competition from the growing number of new players, where each player strives to maintain and even expand its market share. If the Company fails to expand its market share and improve services to its customers, its ability to generate revenues or profits will decrease.

Risk of Limited ICT Human Resources in Indonesia
In materializing the ICT business development plan, the Company relies on human resources for its business growth, i.e. the expertise and skills of executives and experts working for the Company. If the Company fails to retain its executives and experts, it may result in a high turnover of employees. Moreover, if the Company fails to recruit employees for their replacement, it will affect its performance and further reduce its revenues.

Risk of Competition with Some Customers
Most of the Company’s hardware sales are conducted through resellers. The Company’s strategy is to provide access for corporate buyers to make direct purchase transactions with the Company. This strategy creates competition for the resellers as the Company’s customers while concurrently being the sellers in the corporate market of the products they sell. This strategy may affect the Company’s transactional relationship with resellers, which will in turn affect the Company’s performance and reduce its revenues.

Risk of Foreign Exchange Rate Fluctuations
Certain ICT products offered by the Company are sourced from principals in foreign countries and thus their prices are linked to certain exchange rates. Although some of the principals have set up representative offices in Indonesia and therefore are selling their products in the Rupiah currency, the changes in prices that may result from the strengthening of certain foreign currencies may result in the decline in demand, which will in turn have an impact on the Company’s revenue and financial condition.