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 is consistently optimizing its implementation of corporate governance, by strengthening its infrastructure to achieve best practices, by adjusting the necessary systems and procedures to support the effective implementation of good corporate governance.
This refers to four basic principles that serve as a guideline for every step to be taken by the Company’s Management or employees on all levels of the organization. These four basic principles are:
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 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 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 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 2021, the Company held three GMS, namely Annual GMS (AGMS) and Extraordinary GMS (EGMS), both held on 8 June 2021, and an EGMS on 16 December 2021.
The summary of schedules and resolutions of the AGMS and EGMS held on 8 June 2021 are as follows:
The AGMS and EGMS were attended by:
Annual GMS Resolutions
1. i) Approved the 2020 Annual Report, including reports from the Board of Directors, supervisory report from the Board of Commissioners, as well as audited financial statements for FY 2020.
ii) With the approval of the 2020 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 2020.
2. i) Approved and ratified the Company’s Net Profit for FY 2020 amounting to Rp364,933,114,374;
ii) Approved and ratified the use of the Company’s Net Profit for FY 2020 as follows:
3. i) Appointed Tanudiredja, Wibisana, Rintis & Rekan Public Accounting Firm – PricewaterhouseCoopers and its successor or replacement to conduct an audit for FY 2021.
ii) Approved to grant authority to the Board of Directors of the Company to determine the honorarium for the Public Accounting Firm.
4. i) Determined and approved the honorarium and other benefits of the members of the Board of Commissioners of the Company amounting to Rp3,214,250,000 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 the Company’s Articles of Association in relation to the adjustment to the POJK No. 14/POJK.04/2020 on Plan and Implementation of General Meetings of Shareholders of Public Companies and POJK No. 16/POJK.04/2020 on Electronic Implementation of General Meetings of Shareholders of Public Companies.
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 amend, adjust, and/or rearrange all provisions of the Articles of Association of the Company along with the changes or updates (if any) or other statements as determined by the competent agencies, and carry out all and every action needed, in accordance with the prevailing laws and regulations.
The summary of schedules and resolutions of the EGMS held on 16 December 2021 are as follows:
The EGMS was attended by:
Resolutions of EGMS
A. Approved the stock split of the par value of the Company’s shares with a ratio of 1:5 (one to five), from Rp50 (fifty Rupiah) per share to Rp10 (ten Rupiah) per share, and approved the amendment to Article 4 paragraph 1 and paragraph 2 of the Company’s Articles of Association in relation to the stock split of the par value of the Company’s shares, henceforth Article 4 paragraph 1 and paragraph 2 of the Company’s Articles of Association shall be written and read as follows:
B. Granting power of attorney with substitution rights to the Directors of the Company, to take any and every necessary action in connection with the implementation of the stock split, including but not limited to regulating and stipulating the procedures and schedule for the implementation of the stock split, in accordance with the laws and regulations in the Capital Market sector, to state the resolution in a deed made before a Notary, to amend and/or rearrange the provisions of Article 4 paragraph 1 and paragraph 2 of the Company’s Articles of Association, or Article 4 of the Articles of Association The Company as a whole, in accordance with the resolution (including confirming the composition of shareholders in the deed, if necessary), as required in accordance with the provisions of the applicable laws and regulations, and shall then deliver the notification of the resolution of this Meeting to the competent authority.
Realization of the 2021 AGMS & EGMS Resolutions
The resolutions of the 2021 AGMS and EGMS that required follow-up outside of the meeting mechanism had been fully implemented by the Company’s management in that same year.
Realization of the 2020 AGMS & EGMS Resolutions
The resolutions of the 2020 AGMS and EGMS had been fully implemented in 2020.
Tallying of Votes by Independent Party
For the AGMS and EGMS 2021, the Company obtained the service of an independent party, PT Datindo Entrycom, to tally the votes.
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 26 June 2020, 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.
Currently the Company has the Guidelines for the Board of Commissioners in place, covering various aspects as detailed below.
Duties and Responsibilities of the Board of Commissioners
Authorities of the Board of Commissioners
Code of Conduct
Reporting and Responsibility of the Board of Commissioners
The Board of Commissioners must account for their execution of duties to the Shareholders at the GMS.
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.
The Board of Commissioners meeting is held at least once every three months, to discuss the management’s accountability of the Company’s operational and financial performance. Meetings can also be convened when the Directors are required to obtain an approval from the Board of Commissioners regarding any strategic decision to be taken. Meeting resolutions are obtained by voting involving all members of the Board of Commissioners’ present at the meeting.
The Board of Commissioners has a policy to ensure that each of its members has the opportunity to develop its competence to carry out their functions in accordance with the Board of Commissioners’ duties and responsibilities.
The Board of Commissioners regularly participates in internal training programs in the field of management, business, and finance, to enhance their competence.
Performance Evaluation and Remuneration
The Board of Commissioners’ performance is evaluated based on its efficacy in conducting supervision of the Company’s operational and financial performance as led by the Directors. Evaluation criteria include achievement of targets, business growth, progress in operational activities, and financial condition.
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.
Committee Performance Evaluation
The Board of Commissioners has one committee under its supervision, namely the Audit Committee.
The Audit Committee’s performance is evaluated by the Board of Commissioners based on the efficacy of the committee’s supervision of the Company’s operational and financial matters. The evaluation criteria include the smooth running of operational systems which can minimize any fraud activities, and measures to enhance the committee’s supervision system itself.
Based on the above criteria, the Board of Commissioners concluded that the Audit Committee’s performance in 2021 was satisfactory.
The Directors is the Company’s organ endowed with the full authority and responsibility for managing the Company for the benefit of the Company, according to the Company’s purpose and objectives, and for representing the Company in and out of the court under provisions in the Articles of Association.
Members of the Directors were appointed based on the Resolutions of the AGMS on 27 May 2019 for the period of five years.
The Directors of the Company are not affiliated with each other. At present, there are four Directors, consisting of a President Director and three Directors. Agus Honggo Widodo, Director, is responsible for managing the Digital Distribution business. Sjafril Effendi, Director, is responsible for managing the Digital Solutions & Consulting business. Randy Kartadinata, Director, is responsible for managing the Company’s finances.
The three Directors, along with two Working Units, i.e. Internal Audit Department, Legal Department and Human Resources Division, report to Susanto Djaja, the President Director.
Currently the Company has the Guidelines for Directors/ Directors Charter in place, covering various aspects as detailed below.
Duties and Responsibilities of the Directors
Authorities of the Directors
Code of Conduct
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.
The Directors meeting is held at least on average once a week, to discuss the Company’s performance on various aspects, especially operational and financial, and to determine the strategy to achieve the growth targets set by the Board of Commissioners. Meeting resolutions are obtained by voting involving all members of the Directors present at the meeting.
The Directors have a policy to ensure that each member has the opportunity to develop their competence to carry out their functions in accordance with their duties and responsibilities.
In 2021, the Directors participated in a range 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 virtual conferences held by the principals.
In 2021, the Directors participated in various competence enhancement programs, all conducted online both by the Company itself and external parties.
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.
Committee Performance Evaluation
The Directors have not formed any special committees tasked to assist their duties.
Dr. Ir. Tanan Herwandi Antonius, MBA, MSc, MA
Graduated with a Bachelor’s degree in Engineering from Parahyangan Catholic University, Bandung, Indonesia in 1994, and a Master’s degree in Business Administration from Prasetiya Mulya School of Management, Jakarta, Indonesia in 1987, MSc in Urban Development from University College London (UCL), England in 1996, and MA in Education for Gifted Children from University of Connecticut, USA in 2010. He also obtained a Doctorate degree in Distance Education from Athabasca University, Canada in 2017. He worked with Ciputra Group for 31 years from 1987 to 2018, with his last position as a Senior Director. Antonius Tanan is a 62-year old Indonesian citizen. He was appointed as the Company’s Independent Commissioner and Chairperson of the Audit Committee of the Company on 26 June 2020.
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 a 44-year old Indonesian citizen. He was appointed as a Member of the Audit Committee of the Company on 29 June 2020.
Jimmy Cakranegara, SE
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. He is concurrently serving as a Partner of Yonathan and Rekan Public Accounting Firm. Jimmy Cakranegara is a 42-year old Indonesian citizen. He was appointed as a Member of the Audit Committee of the Company on 1 August 2015.
Duties and Responsibilities
he 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.
To ensure that good corporate governance processes take place in line with the prevailing regulations, the Audit Committee shall uphold the principle of independence at all times when executing its duties and responsibilities.
All members of the Company’s Audit Committee are independent members. The Chairman of the Audit Committee is an Independent Commissioner, and the two members are external parties that are in no way affiliated or have any relationship with the Company nor with its shareholders, and do not receive any gain/benefit apart from the remuneration determined for their duty as members of the Audit Committee.
Randy Kartadinata, SE
Graduated with a Bachelor’s degree in Economics from Tarumanagara University, Jakarta, Indonesia in 1992. He started his career with Siddharta, Siddharta and Harsono/Coopers and Lybrand International Public Accounting Firm, in 1992 as Senior Auditor. He later served as Manager of PricewaterhouseCoopers and KPMG before continuing to serve in Lippo, Murdaya, Salim and Ciputra groups of companies in various capacities as Senior Management and Director. Randy Kartadinata is a 53-year old Indonesian citizen. He was appointed as the Company’s Financial Director cum Corporate Secretary on 1 October 2010. On 8 May 2014, he was appointed as the Company’s Independent Director and as Corporate Secretary. Then, on 27 May 2019, he was reappointed as the Company’s Director and concurrently as the Corporate Secretary.
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:
In 2021, the Corporate Secretary attended several training and educational programs, in order to enhance his execution of functions and duties as Corporate Secretary.
Activities in 2021
In 2021, the Corporate Secretary conducted meetings with market analysts and securities companies to describe the Company’s performance and business prospects. In addition, the Corporate Secretary regularly distributed various press releases regarding the Company’s latest developments in the industry, including the partnerships it forged with the players in the ICT ecosystem in Indonesia and in the region.
INTERNAL AUDIT & INTERNAL CONTROL SYSTEM
Wahyu Prasetyo, SE
Internal Internal Audit Manager
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 a 37-year old Indonesian citizen. 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’s Internal Audit Department was established in accordance with the charter set by the Institute of Internal Audit (IIA) and POJK 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. As the incumbent Internal Audit Manager, Wahyu Prasetyo possesses the Risk Management Certification from ERMAP and is a ISO 27001:2013-certified Lead Auditor.
Throughout 2021, the Internal Audit conducted internal audit processes on 18 departments based on risk assessment, and acted as the Management Representative in the implementation of ISO 9001:2005 and ISO 27001:2013.
Internal Control System
The Company’s internal control system has been formulated based on various international standards, chiefly COSO Internal Control Integrated Framework, as well as various relevant regulations prevailing in Indonesia.
Internal control is applied on two major aspects of the Company’s business, namely operational and financial aspects.
The parties responsible for implementing internal control are all parties that are directly involved in each of the various operations and financial aspects in the Company. This is in line with the three lines of defense internal control principle. The party that coordinates all internal control efforts in the Company is the Internal Audit.
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.
Each year, the adequacy and effectiveness of internal control in the Company is reviewed collectively by the Internal Audit and the Directors. For 2021, taking into account the implementation of this system and the results achieved, the Directors came to the conclusion that the Company’s current internal control system has been well-run and remains adequate to provide supervision and control of the Company’s business activities in accordance with its current scope of operations.
An effective and accurate risk management in business is inseparable from the coordinated measures to achieve the Company’s given performance targets and to apply the principles of Good Corporate Governance comprehensively.
A high-quality risk management is critical for the Company to address the 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. Therefore, the Company’s strategy can be successfully implemented and Good Corporate Governance can be accordingly performed.
The following is a list of business risks faced by the Company in doing its business activities:
Risk of Business Competition
In the ICT and digital products and services distribution business, the Company faces increasingly tougher competition from the proliferation of new players in the arena, 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 realizing the ICT and digital business development plan, the Company relies on competent, skilled, and expert talents for its business growth. Should the Company fail to retain its executives and experts, a high turnover of employees may occur as a result. Subsequently, should the Company fail to recruit new employees as the replacements, the Company’s performance may be affected, and its revenues may be potentially reduced.
Risk of Competition with Some Customers
A majority of the Company’s hardware sales are achieved through resellers. The Company’s strategy is to provide access for corporate buyers to make direct purchases 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 Rupiah, changes in prices that may result from the strengthening of certain foreign currencies may result in a decline in the demand for these products. This may in turn carry an adverse impact on the Company’s revenue and financial condition.
Every significant risk faced by the Company has been mitigated in its daily operational activities, including by: - Planning a sound business strategy which addresses the interests of all relevant stakeholders; - Robust financial planning to protect investment value, capital reserves, and cash flows against various financial risks that may arise; - Various types of approach to increase the number of principals and expand the types of brands/products to be offered to the market, to further increase market share; - Talent and competence development programs, held internally and in collaboration with external parties, to prepare highly qualified talents in the ICT sector; and - Attractive sales programs for dealers and resellers to ensure that the Company’s value proposition remains competitive at all times, and that business competition in the market takes place in an equitable and fair manner.
Risk Management Effectiveness
The efficacy of the corporate-wide risk management system is evaluated regularly at Directors’ meetings. Based on the findings and business results in 2021, the Directors concluded that the risk management system was soundly and integratively implemented throughout 2021. Furthermore, the Directors believes that there is an adequate and strong mechanism in place to manage the risks that may arise in the future to a reasonable degree.
PT. Metrodata Electronics, Tbk.
APL Tower 37th Floor
Jl. Letjen S. Parman Kav. 28
P: (62-21) 2934 5888
F: (62-21) 2934 5899