Good Corporate Governance
Good Corporate Governance
SIGNIFICANCE FOR COMPANY
To achieve Company's vision as World Leader Mining Contractor with the Best Productivity, Engineering, Occupational Health, Safety and Environment (Best PRESENT) a strong commitment is required in leadership and implementation of governance in every decision making, including in matters relating to economic, social, and environment. Principles of Good Corporate Governance (“GCG”) support Company's ability to achieve its goals and provide added value in relationship between Company and its stakeholders.
GCG is most fundamental aspect for Company to build trust among stakeholders, especially in challenging situations. GCG is currently focusing on maintaining resilience and adaptability to crises and ensuring maintained long-term growth opportunities.
A balanced leadership role in implementation of business strategy is implemented in accordance with laws and regulations in form of a governance structure, which includes GMS, Board of Commissioners and Board of Directors. Each structure has an important role in implementing GCG and carrying out its functions, duties and responsibilities for benefit of Company. In addition to organization, Company has established and implemented means for implementing GCG, namely: Governance, Code of Ethics, Internal Audit Charter, Risk Management Policy Guidelines, Whistleblowing System (“WBS”) and other operational policies.
General Meeting of Shareholders (GMS)
GMS is highest forum according to regulations that discusses and decides on strategic direction of Company and evaluates performance of Board of Commissioners and Directors in managing Company in economic, social and environmental management fields.
Board of Commissioners
Board of Commissioners has collective duties and responsibilities in supervising implementation of duties and responsibilities of Board of Directors, GMS decisions, compliance, providing advice, whether requested or not, to Board of Directors regarding implementation of GCG. Board of Commissioners may request all necessary information from Board of Directors accompanied by granting of special powers in order to carry out their duties properly. Board of Commissioners is elected, appointed and dismissed by GMS and is responsible to GMS.
Board of Directors
Board of Directors has duty and responsibility together to lead, manage and carry out management of Company in accordance with interests and objectives of Company. Board of Directors takes all management actions of Company by determining strategic direction of Company in accordance with Company's objectives and utilizing, maintaining and managing company assets for business interests in accordance with restrictions set out in Company's Articles of Association.
In environmental, social and governance management, Board of Directors prepares and implements risk management which covers all aspects of Company's operations, establishes an internal control unit, ensures smooth internal (between sections) and external (with stakeholders) communication, as well as arranges and carries out activity corporate social responsibility. Board of Directors is elected, appointed and accountable for implementation of their duties to GMS.
BUSINESS ETHICS AND WORK ETHICS
Company has Business Ethics and Work Ethics which were created to serve as guidelines and norms for employees in carrying out their activities at work. In Business Ethics and Work Ethics there is a set of rules of behavior that must be owned by all employees, both in internal relations with employees and external parties of Company. Company has an EBEK policy as a guide in conducting business with objectives of:
- Maintain dignity, honor, image and credibility of Company.
- Avoid all conflicts of interest of employees within Company.
- Realizing good corporate governance within Company.
- Creating a good control environment within Company.
Implementation of Business Ethics and Work Ethics within Company as stated in Business Ethics and Work Ethics policy are:
- Every employee and management are required to apply behavior that is guided by Company's Business Ethics and Work Ethics.
- Company adheres to principle of “zero tolerance” against all forms of violation of values contained in provisions of Business Ethics and Work Ethics.
- Company implements a strategy to prevent violations of Business Ethics and Work Ethics which includes tools that at least include implementation and socialization of Business Ethics and Work Ethics, development of an ethical culture, implementation of internal control and control over human capital.
Business Ethics and Work Ethics policy regulates employee obligations that must be understood and carried out at work. In addition, every employee must also understand and avoid restrictions stated in Business Ethics and Work Ethics. In relation to conflicts of interest, every employee must avoid and disclose any personal activities or activities that may cause a conflict between his own interests and interests of Company. In running its business, Company always maintains good relations with Government, customers, suppliers and subcontractors by upholding principles of professionalism, fairness and transparency. Company is also committed to carrying out fair business competition behavior in accordance with mandate given by law.
Company is highly committed to making various efforts to prevent all acts of corruption, gratification and fraud within Company in order to create clean and law-abiding corporate governance and operational practices. Several policies related to corruption prevention have been implemented, including internal control policies, Collective Labor Agreement (“CLA”), Business Ethics and Work Ethics, Company Core Values and Character of PAMA Personnel to instill values of integrity in every employee self. Internal control system and anti-fraud strategies that are implemented are running effectively. One of systems owned to detect fraud is Whistleblowing System.
To prevent corrupt practices within Company, Company carries out promotional, prevention and handling activities in accordance with policies in EBEK. Anti-fraud programs and company regulations include: digitally signing an Integrity Pact by each employee through 1PAMA application, conducting regular socialization regarding prohibition of accepting or giving gratuities, campaigning through company meeting forums, email, banners and other media as well as President Director's appeal to uphold integrity is always contained in president's letter every year.
WHISTLEBLOWER MANAGEMENT AND REPORTING
Company provides a whistleblowing system through Whistleblowing System named “SIMPEL” as a service to assist in disclosure or disclosure of facts that may be used as evidence of violations of law, Business Ethics and Work Ethics (guidelines of conduct), company regulations and laws and other regulations.
Everyone, both employees of Company and third parties outside Company such as customers, suppliers, creditors, former employees and other third parties may report violations through this reporting channel provided that information reported is valid. Company guarantees confidentiality and protection of identity of reporter, reported party and material of report. Some of violations that can be reported include acts of fraud or misappropriation such as corruption, misuse of company assets, abuse of authority and position, receiving gratuities from business partners and entering into transactions with business partners that cause conflicts of interest.
Some of reporting media used by reporter include:
- SIMPEL application which can be accessed on internal web portal and 1PAMA application.
- Other media such as telephone, email, SMS and telegram.
- Come directly to Corporate Internal Audit (“CIA”) Division
Company is fully committed to carrying out efforts to minimize negative impacts on environment and society, in addition to trying to improve social and environmental performance as well as positive impacts at same time. Implementation of this commitment is supported by implementing comprehensive Environmental, Social and Governance (“ESG”) risk management at every level in organizational structure, in line with efforts of business objectives.
Risk Management Department plays a role in implementation of risk management that focuses on business sustainability, compliance with implementation of good corporate governance principles and optimization of business opportunities through measurable and well-managed risks. References in risk management applied by Company include:
- Astra Risk Management Framework which contains a systematic and organized risk identification process with guidance from Astra Group's Risk Management.
- Enterprise Risk Management based on ISO 31000:2009. Company's Risk Management System consists of stages of identification, analysis, evaluation, handling, monitoring and communication of all activities, functions or processes that end in mitigating these risks.