|Part||Criteria||Explanation 2020||Evidance 2019|
|A||Rights of Shareholders|
|A.1||Basic Shareholder Rights|
|A.1.1||Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by annual general meeting (AGM) for final dividends ?||IPCM has paid the final dividends for the 2019 fiscal year within 30 days after the AGM resolutions. In the IPCM AGM, on July 15, 2020, decided to distribute the 2019 final dividend paid on August14, 2020.||-|
|A.2||Right to participate in decisions concerning fundamental corporate changes|
|Do shareholders have the right to parcipate in:|
|A.2.1||Amendments to the company's constitution ?||Throught the GMS, shareholder have the right to participate in approving/disapproving every amendment to the campony's AoA. Among other this, it is stated in Article 4 of the AoA that the Company will issue share that are still in deposits with the GMS's approval.||-|
|A.2.2||The authorization of additional shates ?||Through the GMS, IPCM shareholders have the right to participate in the decision making process related to the issuance of new/additional shares.||-|
|A.2.3||The transfer of all or substantially all assets, which in effect results in the sale of the company ?||Through GMS. shareholders have the right to parcipate in the transfer of assets, which results in the sale of the company.||-|
|A.3||Right to parcipate effectively in and vote in general shareholder meeting and should be informed of the rule, including voting procedures that govern general shareholder meeting|
|A.3.1||D shareshoulders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?||Through the GMS, shareholders have the right to participate in approving/unapproving the remuneration of the Board of Commissioners and Board of Directors. It is stated in the 4th agenda of the IPCM AGM dated July 15, 2020.||-|
|A.3.2||Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners ?||Article 12 paragraph 7 of IPCM's AoA stipulates that shareholder can propose a written agenda to the GMS organizer within 7 days before the GMS summon. The regulations also stipulate that shareholders, can propose a GMS agenda according to OJK Regulation No. 15/POJK.04/2020.|
The non-controlling with the terms of the number of share ownership and other requirements stipulated in the AoA and OJK Regulation can propose the GMS's agenda, including, in this case, the nomination for the Board of Directors and the Board od Commisioners.
|A.3.3||Does the company allow shareholders to elect directors/commisioners individually ?||In the sixt agenda of the AGM on July 15, 2020, there was a change in the Board of Directors and Board of Commisioners' composition.||-|
|A.3.4||Does the company disloce the voting procedures used before the start of meeting ?|
|A.3.5||Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorder ?||The minutes of the AGM (BAR) No. 22, dated July 15, 2020, have recorded information regarding the shareholders' opportunity to ask questions or provide opinions.||-|
|A.3.6||Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM ?||The AGM resolutions announcement on July 17, 2020, and minutes of the AGM No. 22 dated July 15, 2020, have disclosed the voting results, namely, the votes of approving, dissenting, and abstaining for each agenda item of the AGM||-|
|A.3.7||Does the company disclose the list of board members who attended the most recent AGM ?||The AGM resolutions announcement on July 17, 2020, and minutes of the AGM No, 22, dated July 15, 2020, have disclosed the members of the Board of Directors and Board of Commissioners who attended the AGM.||-|
|A.3.8||Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM ?||The AGM resolutions announcement on July 17, 2020, and minutes of the AGM No. 22, dated July 15, 2020, has disclosed all Board of Directors members (including the President Director/CEO) and the Board of Commissioners who attended the AGM.||-|
|A.3.9||Does the company allow voting in absentia ?||The IPCM's 2020 AGM has not yet carried out e-AGM and e-voting where the shareholders' voting electronically without being present at the AGM venue (voting in absentia), so it could not be applied.||-|
|A.3.10||Did the company vote by poll (ass opposed to by show of hands) for all resolutions at the most recent AGM ?||Voting at the AGM is according to Article 14 of IPCM's AoA. The first stage is carried out by deliberation to reach a consensus, and if deliberation is not reached, then by poll.||-|
|A.3.11||Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM ?||The Securities Administration Bureau (BAE) has carried out the vote count in the voting and vpte account process at the IPCM's 2020 AGM, and Notary Fathiah Helmi, SH. has validated it; both of them are the independent parties.||-|
|A.3.12||Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions ?||IPCM published the AGM/EGM resolution that included the resolutions and vote count results on each agenda on the 2nd working day (not the next working day after the AGM/EGM)||-|
|A.3.13||Does the company provide at least 21 days notice for all AGMs and EGMs ?||IPCM published the revision of the last AGM notice advertisement on June 18, 2020, or 26 days before the AGM on July 15, 2020 (more than 21 days before the AGM). As for the EGM on October 13, 2020, the notice was made on September 21, 2020 ( 21 days before the EGM).||-|
|A.3.14||Does the company provide the rationale and explanation for each agenda item which require shareholders' accompanying statement ?||IPCM has published and explanation for each AGM agenda item in the notice of AGM||-|
|A.3.15||Does the company give the opportunity for shareholder to place item/s om the agenda of AGM ?||According to Article 12 paragraph 7 of the IPCM's AoA, shareholders can suggest/place an item on the Agenda of AGM in writing to the GMS' organizer within 7 days before the AGM notice, namely by one or more shareholders own 1/20 of the Company's shares. In terms of regulations, OJK Regulation No. 15/POJK.04/2020 also stipulates that shareholders, both individually, and collectively, who own 1/20, can place item/s on the agenda of AGM||-|
|A.4||Markets for corporate control should be allowed to function in an efficient and transparent manner|
|A.4.1||In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commisioners of the company appoint an independent party to evaluate the fairness of the transaction price ?||In case mergers. acquisitions, and/or takeovers requiring shareholders' approval, the Board of Directors and/or the Board of Commissioners, based on regulation, is required to appoint and independent party to evaluate the fairness of the transaction price, according to applicable regulations.||-|
|A.5||The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated|
|A.5.1||Does the company disclose its practices to encourage shareholders to engage the company beyond AGM ?||IPCM has attempted to urge shareholders to attend the AGM, as stated in the Notice of AGM that "the Company strongly encourages the Shareholder to be able to delegate is authority (proxy) to the Company's Securities Administration Bureau, namely PT EDI Indonesia, along with voting through KSEI's electronic General Meeting System facility. (eASY.KSEI), the proxy can be exercised electronically no later that 1 working day before the date of Meeting".||-|
|B.1.1||Does the company's ordinary or common shares have one vote for one share?||According to article 5 paragraph 3 of IPCM's AoA, each 1 (one) common share has 1 (one) vote.|
|B.1.2||Where the company has more than one class of shares, does the company publish the voting rights attached to each class of shares (e.g. through the company website reports/ the stock exchange/ the regulator's website)?||IPCM only has one class of shares, namely registered stocks, as registered in the Company's Shareholders Register according to Article 5 paragraph 1of IPCM's AoA.|
|B.2.1||Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution?||In the AGM on july 15, 2020, 1 (one) agenda decides for 1 (one) meeting resolution; there is no bundling of two or more agenda items into one resolution. The 2020 AGM resolution results have ben published in the newspaper and the stock Exchange Information Disclosure on July 17, 2020|
|B.2.2||Are the company's noticeof the most recent AGM/circulars fully translated into English and published on the same date as local - languange version ?||IPCM has not yet translated the AGM's notice and AGM materials into English, including the Notarial Deed that is published on the same date as the Indonesian materials.|
|B.2.3||Are the profiles of directors/commissioners (at least age, academic qualification, date of appointment, experience, and directorship in other listed companies) in seeking election/re-election included?||The Curriculum Vitae (CV) of candidates for the Board of Directors and Board of Commissioners appointed of reappointed at the AGM on July 15, 2020, were not uploaded on the website together with the AGM's notice advertisement.|
|B.2.4||Are the auditors seeking appointment/re-appointment clearly identified?||The indetification / Auditor (Public Accountant)'s CV is not published on the AGM notice advertisement on the website before being appointed at the GMS.|
|B.2.5||Were the proxy documents made easily available?||IPCM has providedinformation regarding the Power of attorney (proxy) through the GMS notice published in the Investor Daily newspaper, Stock Exchange Information Disclosure. The proxy document can also be made through eASY.KSEI.IPCM.|
|B.3.1||Does the company have policies and/of rules prohibiting directors/commisioners and employees to benefit from knowledge which is not generally availabe to the market?||IPCM has a Board Manual, which is also disclosed in the Annual Report, which regulates includes: Each member of the Board of Directors is prohibited to benefit, either directly or indirectly, from the Company's activities other than the legitimate income. The conflict of interest section also regulates that the Board of Directors i s required to comply with the prevailing laws and regulations, including by not engaging in insider trading for personal benefit.|
|B.3.2||Are the directors / commisioners required to report their dealings in company shares within 3 business days?||There is no disclosure regarding the Company's share transaction report by the Director / Commisioners (whether there is a transaction or no transacton), whose report is submitted within 3 (three) business days.|
|B.4.1||Does the comany have a policy requirinng directors/commisioners to disclose their interest in transactions and any other conflicts of interest?||Conflict of Interest is regulated in the Board Manual and the Conflict of Interest Policy as disclosed in the IPCM annual Report.|
|B.4.2||Does the company have a policy requiring of commitee of independent directors/commisioners to review material RPTs todetermine whether they are in the best interest of the company and shareholders||Currently , IPCM does not have a policy that regulates the obligation of a committee led by an Independent Commisioner to review material RPTs to ensure that no parties are involved but have a Conflict of interest|
|B.4.3||Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?||The Board Manual regulates that to maintain independence and objectivity, every Member of the Board of Directors who is conflictedin a transaction, contract, or proposed contract, in which the Company is one of the parties, required to disclose this and to abstain from participating in voting for decision making. This fact is required to be recorded in the minutes of the meeting.|
|B.4.4||Does the company have policies on loans to directors and commissioners either forbidding thispractice or ensuring that they are being conducted at arm's length basic and at market rates?||Currently, IPCM does not yet have policy that regulates the Company's loans given to members of the board of Directors and Board of Commissioners, which stipulates thatthe implementation of company transaction is fully conducted at arm's length basic and at market rates.|
|B.5.1||Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms's length?||The IPCM's 2020 Annual Report disclosed a commitment ifthe RPTs happenned however, there were no such RPTs in the disclosures.|
|B.5.2||In case of related party transactions party requiring shareholders' approval, is the decision made by disinterested shareholders?||Article 14, paragraph 6 of IPCM's AoA regulates attendace quorum and independent GMS resolution quorum (disinterested shareholders) and in OJK Regulation No. 15/POJK.04/2020 and OJK Regulations No. 42 /POJK.04/2020 are regulated separately regarding Affiliated Transactions and Conflict of Interest Transaction.|
|C.1.1||The Existence and scope of the company's efforts to address customers's walfare?||As stated in Code of Conduct, it is regulated that: In linewith IPCM's focus on customer-centricity, the IPCM personnel is required to be committed to providing equal attention, price, quality, time, and security through providing services with good quality standards to customers.|
|C.1.2||Supplier/contractor selection procedures?||IPCM has a procedure regarding "Procurement of Goods and/or Services at PT IPCM." |
This guideline regulates the supplier selection procedure.
|C.1.3||The Company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?||The IPCM's Corporate Governace Code has a clause on social and environtmental preservation.|
The Board Manual regulates to ensure the assets and business locations and other Company's facilities comply with the laws and the regulations related to occupational health and safety and environmental preservation.
Besides, Code of conduct also regulates the Community and Environtment, including maintaining environtmental cleanliness and health and consistently promoting sustainable development.
IPCM runs the ISO 14001: 2015 environtmental preservation management system as corporate responsibility for the Companys's business operations on the impact of the biotic environtment
|C.1.4||The company's efforts to interact with thecommunities in which they operate?||The IPCM's Corperate Governace Code has a clause on social and environmental. The Board Manual regulates to ensure the assets, business locations, and other company's facilities complywith laws and regulations related to occupational health and safety and environmental preservation.|
Likewise, the code of conduct, among others, regulate Community and Environment. Among them are maintaining cleanliness and environmental health, encouraging neatness, and building harmonious relationships with the community around the workplace.
|C.1.5||The Company's anti-corruption progammes and procedures?||The anti-corruption program is regulated in several policies, namely the Board Manual, the Code of Conduct, and the Gratification Control Policy, Illegal Levies Reporting, and the Whistleblowing System (WBS) Implementation.|
IPCM has a manual policy, WBS facility SOPs to run ANTI-BRIBERY MANAGEMENT SYSTEM ISO 37001: 2016, and obtained SMAP certification on December 30, 2020, for the Company's anti-corruption program.
|C.1.6||How creditors' rights are safeguarded?||IPCM does not yet have a Creditor Rights Protection Policy|
|C.1.7||Does the company havea separate report/section that discusses its efforts on environtment/economyand social issues?||IPCM has prepared a Social Responsibility Report separated from the Annual Report.|
|C.2.1||Does the company provide contract details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) canuse to voice their concerns and/or complaints for possible violation of thier rights?||IPCM has included a contact address (contact us) on the website and in the Annual Report.|
|C.3.1||Does the copany explicitly disclose the policies and practies on health, safety and welfate for its employee?||The Code of Conduct regulates occupational health and safety.|
|C.3.2||Does the company explicitly disclose the policies and practices on training and development programmes for its employees?||The policy regarding training programs for employees is contained in the Board Manual, and disclosures of training participated during the 2019 fiscal year were contained in the Annual Report published in 2020.|
|C.3.3||Does the company have a reward/compensation policy that accounts forthe performance of the company beyond short-terms financial measures?||No reward /compensation policy that accounts for the Company's performance beyond short-term financial measures.|
|C.4.1||Does the company have whistleblowing policy which includes procedures for complaints by employeesand other stakeholders concerning alleged illegal and unethical behavior and provide contact details via the company's website or annual report.||Through policies on the Gratification Control, Illegal Levies Repoting, and the Whistleblowing System Implementation, including procedures for complaints by employees and other stakeholders concerning alleged ilegal and unethical behavior and provide contact details via the Company's website or in the Annual Report.|
|C.4.2||Does the company have policy or procedures to protect an emploeyee/person who reveals alleged illegal/unethical behavior from retaliation?||Through policies on the Gratification Control, Illegal Levies reporting, and the Whistleblowing System Implementation, IPCM personnel or stakeholders who report will be protected, both in terms of confidentiality of indetity and possible retaliation from the reported party.|
|D.1.1||Does the infromation on shareholdings reveal the indentity of beneficial owners, holding 5% shareholding or more?||IPCM has disclosed shareholders' information, including controlling shareholders, shareholders of 5% or more, and shareholding by the Board of Commissioners and Board of Directors in the Annual Report. Specifically, for shareholding of the Board of Directors and the Board of Commissioners, it has been fully disclosed that no one owns the Company's shares.|
|D.1.2||Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?||IPCM's website and Annual Report have included the Company Group Structure that cointains the major shareholders to the controlling shareholders.|
|D.1.3||Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?||IPCM Annual Report has disclosed no IPCM shareholding by the Boardof Commissioners and Board of Directors|
|D.1.4||Does the company disclose the direct and indirect (deemed) shareholdings of senior management?||IPCM Annual Report has not yet disclosed any share transactions by Senior Management (officials one level below the Board of Directors)|
|D.1.5||Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises / vehicles (SPEs) / (SPVs)||IPCm's Annual Report and website disclose of the parent/holding company's and subsidiaries' ownership structure.|
|D.2.1||Corporate Objectives||IPCM Annual Report has disclosed the company's vision and mission.|
|D.2.2||Financial Performance indicators||IPCM Annual report also has disclosed IPCM's financial performance indicators.|
|D.2.3||Non-Financial Performace indicators||IPCM Annual Report also uses non-financial performance indicators to measure IPCM|
s business achievement and sustainability.
|D.2.4||Dividend Policy||The dividend policy is include in the Board Manual in the Board of Directors' Collegial Duties and Authorities section.|
The disclosure of the policy was disclosed in the Annual Report published in 2020 that the Board of Directors through the GMS decided to distribute dividends for the previous fiscal year amounting to 49,36% of the income of the year.
|D.2.5||Biographical details (at least age, academic qualifications, date of first appointment, relevant experience , and any other directorships of listed companies) of all directors/commisioners||Profiles of the Board of Commissioners and each Board of Directors can be accessed through the IPCM website and also disclosed in the IPCM Annaul Report that can be accessed through the website.|
|D.2.6||Attendance details of each director/commisioner in all directors/commisioner meetings held during the year||IPCM Annual Report has disclosed attendance detail of each director/commissioner in all directors/commissioner meeting held during the year.|
|D.2.7||Total remuneration of each member of the board of directors/commisioners||IPCM Annual Report only disclosed Board of Directors' and Board of Commissioners' total remuneration (not individually)|
|D.2.8||Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, indentify and explain reasons for each such issues?||In the Annual Report is not found a statment confirming the Company has complied with the code of good corporate governance. If there is non-compliance should also be disclosed (include indentify and explain reasonsfor the non-compliance).|
|D.3.1||Does the company disclose its policy covering the review and approval of matetial RPTs?||Currently, IPCM has no policiese covering the review and approval of material RPTs.|
|D.3.2||Does the company disclose the name, relationship, nature and value for each material RPTs?||Annual Report has disclosed material RPTs. Disclosures include the names of related, parties, relationships, and the nature of the transactions.|
|D.4.1||Does the company disclose trading in the company's shares by insiders?||Annual Report has disclosed insider trading. IPCM always strives to avoid insider trading based on disclosures in the Annual Report that there is no insider trading transaction.|
|D.5.1||Are the audit and non-audit fees disclosed?||IPCM has disclosed the Audit fee amount in the Annual Report published in 2020 and disclosed that there was no non-audit fee besides the audit fee.|
|D.5.2||Does the non-audit fee exceed the audit fees?||There is no non-audit fee, so the amount cannot be compared with the audit fee amount.|
|D.6.1||Quarterly Reporting||IPCM publises financial statement quarterly through the stock Exchange information disclosure for each quarterly period.|
|D.6.2||Company Website||IPCM has the Company website http://ipcmarine.co.id.|
|D.6.3||Analyst's briefing||There was no evidence that IPCM held regular analyst briefing in 2020.|
|D.6.4||Media Briefings/Press conferences||IPCM has not yet held media briefings, only held press conferences.|
|D.7.1||Are the audited annual financial report / statement released withing 120 days from the financial year end?||The Financial Statements for the 2019 fiscal year (audited) was published on March 26, 2020, and announced in the newspaper on March 30, 2020, and announced on the exchange on April 2, 2020, so that the publication of audited Financial Statementwas released within 120 days from the financial year ended.|
|D.7.2||Is the annual report released within 120 days from the financial year end?||The Annual Report for the 2019 fiscal year was released on March 31, 2020, and announched through the Exchange on April 24, 2020. The publication of the Annual Report was released within 120 days after the financial year ended (although the correction was made and re-submitted to the Exchange on August 26, 2020. This was due to Covid-19 pandemic)|
|D.7.3||Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors / commissioners and/or the relevant officers of the company?||IPCM's Annual Financial Statements has been accompanied by a statement from the Board of Directors, which stated that the Board of Directors is responsible for the financial statements prepared based on accounting standards and responsible for the internal control system.|
In addition, the Annual Report is also accompanied by a statement from the Board of Directors and Board of Commisioners. It states that all information in the Annual Report of PT Jasa Armada Indonesia Tbk has been presented in its entirety and is fully responsible for the correctness of the contents of the Company's Annual Report and Financial Statement.
|D.8.1||Financial statement / reports (lates quarterly)||The quarterly financial statements have been uploaded to the IPCM website|
|D.8.2||Materials provided in briefings to analysts and media||Materials of media briefings and analysts meetings have been uploaded to the IPCM website|
|D.8.3||Downloaded Annual Report||The Annual Reports can be accessed and downloaded through the IPCM website.|
|D.8.4||Notice of AGM and/or EGM||AGM/EGM Announcements and Notice have been uploaded to the IPCM website.|
|D.8.5||Minutes of AGM and/or EGM||The announcement of the minutes of the 2020 AGM resolutions has been uploaded to the IPCM website|
|D.8.6||Company's Constitution (Company's by-laws, memorandum and articles of association)||IPCM's AoA is not found on the website.|
|D.9.1||Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations?||The investor Relations contact address has been listed on the IPCM website.|
|E.1.1||Does the company disclose its corporate governance policy / board charter?||IPCM has owned and has published the Code of Good Corporate Governance and the Board Manual through the website.|
|E.1.2||Are the types of decisions requiring board of directions / commissioners' apporval disclosed?||Board of Directors's actions that require the approval of the Board of Commissioner and action that require the GMS's approval have been regulated in the Board Manual.|
|E.1.3||Are the roles and responsibilites of the board of directors / commissioners clearly stated?||The Board of Commissioners and Board of Directors's duties and authorities are stated in the AoA and Board Manual.|
|E.1.4||Does the company have an update vision and mision statement?||The Company's Vision, Mision, and Values are contained in the Code of Conduct and the Annual Report.|
|E.1.5||Does the board of directors play leading role in the process of developing and reviewing the company's strategy at least annually?||As on of the Board of Director's duties and authorities as stated in the Board Manual related to Strategy and Work Plans, including:|
- Prepare on time the RJPP, RKAP, and their revisions (if any) and sumbit them to the Board of Commissioner for review and approval.
- Prepare a draft of the Company Long-Term goals stated in the RJPP.
- Ensure the achievement of long-term goals stated in the RJPP
- Ensure the achievement of short-term targets stated in the RKAP by setting performance targets lowered at the work unit levels and positions in the Company's organizational structure.
Evaluation is carried out annually as outlined in the Corporate Work Plan and Budget (RKAP), also disclosed in the Annual Report and reported to the GMS.
|E.1.6||Does the board of directors, have a process to review, monitor and oversee the implementation of the corporate strategy?||The Board of Directors is required to review and monitor the implementation of the RKAP on an annual basis. It is stated in the IPCM's Board Manual and AoA.|
|E.2.1||Are the details of the code of ethics or conduct disclosed?||IPCM has owned and has published the Company's Code of Conduct through the website.|
|E.2.2||Are all directors / commissioners, senior management and employees required to comply with the code/s?||The Company's Code of Conduct applies to all Board of Commissioner, Board of Directors, and Employee (both permanent and contract)|
|E.2.3||Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?||The HR unit is required to ensure that the Company's Code of Ethics is socialized and implemented. It includes making the Integrity Pacts for the Board of Commissioners, Board of Directors, and employees signed on a seal.|
|E.2.4||Do independent directors / commissioners make up at least 50% of the Board of directors / commissioners?||The composition of the 4 (four) members of the Board of Commissioners consist of 2 Independent Commissioners and 2 Non-Independent Commissioners, so the number of Independent Commissioners is 50%.|
|E.2.5||Does the company have a term limit nine years or less or 2 terms of five years each for its independent directors / commissioners?|
The five years term must be required by legislation which pro-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011
|According to Article 19 paragraph 14 of IPCM's AoA, the term of office of members of the Board of Commissioners is 5 (five) years can be reappointed according to the GMS's approval. However, it does not regulate the number of terms of office for the Independent Commissioner, which should only be 2 (two) terms.|
|E.2.6||Has the company set a limit of five board seats that an individual independent / non-executive director / commissioner may hold simultaneously?||According to article 19, paragraph 23 of IPCM's AoA, the Board of Commissioners cannot hold concurrent positions as; a). Management of political parties and/or legislative member and/or candidates of regional head/deputy regional head, b). Other positions according to the laws and regulations, and/or c). Other positions may create a conflict of interest.|
Meanwhile, the Board Manual regulates that the Board of Commissioner requirements includes not serving as a member of the Board of Commissioners or Supervisory Board in SOEs; and has concurrent positions, a maximum at 2 (two) companies.
|E.2.7||Does the company have any executive directors who sever on more than two boards of listed companies outside of the group?||All IPCM Board of Directors currently does not have concurrent positions at more than 2 (two) listed companies outside the group.|
|E.2.8||Does the company have a Nominating Committee?|
|E.2.9||Is the Nominating Committee comprised of majority of independent directors / commissioners?|
|E.2.10||Is the chairman of the Nominating Committee an independent director / commisioner?||The explanation to the three question above could be conveyed that according to the disclosures in the Annual Report published in 2020, it was explained that during 2019 IPCM did not have a Nomination Committee. The Board of Commissioners carried out the Nomination and Remuneration function.|
|E.2.11||Does the company disclose the temrs of reference / governance structure / charter of the Nominating Committee?||No Nomination Committee Charter is found.|
|E.2.12||Is the meeting attendance of the Nominating Committee Disclosed and if so, did the Nominating Committee meet at least twice during the year?||Since there is no Nomination Committe, there is no record of the committee meeting.|
|E.2.13||Does the company have a Remuneration Committee?|
|E.2.14||Is the Remuneration Commitee comprised of independent directors / commissioners?|
|E.2.15||Is the chairman of the Remuneration Committe an independent director / commissioner?||The explanation to three questions above could be conveyed that according to the disclosure in the Annual Report published in 2020, it was explain that IPCM did not have a Remuneration Committee. The Board of Commissioners carried out the Nomination and Remuneration function.|
|E.2.16||Does the company disclose the terms of reference / governance structure / charter of the Remuneration Committee?||In the Annual Report published in 2020, it was explained that there was a remuneration determination policy for the Board of Commissioners and board of Directors.|
|E.2.17||Is the meeting attendance of the Remuneration Committe meet at least twice during the year?||Since there is no Remuneration Committee, there is no record of the committee meeting.|
|E.2.18||Does the company have an Audit Committee?||IPCM has an Audit Committee formed to assist the implementaion of the Board of Commissioners' duties and functions.|
|E.2.19||Is the Audit Committee comprised entirely of non-executive directors / commissioners with a majority of independent directors / commissioners?||The IPCM Audit Committee has 3 (three) members, including the Chariman of the Committee who is also an Independent Commissioners, 1 member of an Independent Party, and 1 other member. Thus, the majorty of member s of the Audit Committee are independent.|
|E.2.20||Is the chairman of the Audit Committee an independent director / commissioner?||As disclosed in the Annual Report, the Chairman of the IPCM Audit Committee is held by Mr. Albertus Sumardi as Independent Commissioner.|
|E.2.21||Does the company disclose the terms of reference / governance structure / charter of the Audit Committee?||The composition of members and the terms of reference of the IPCM Audit Committee Charter are disclosed in the Annual Report and can be accessed through the IPCM website.|
|E.2.22||Does at least one of the independent directors / commissioners of the committee have accounting expertise (accounting qualification or experience)?||The members of the Audit Committee have accounting education.|
|E.2.23||Is the meeting attendace of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during this year?||As Disclosed in the Annual Report, the Audit Committee held 13 meetings.|
|E.2.24||Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?||As disclosed in the Annual Report, one of the Audit Committee's duties is to provide recommendation to the Board of Commissioners regarding the accountant's appointment based on independence, the scope of the assignment, and service fees.|
|E.3.1||Are the board of directors meeting scheduled before the start of financial year?||There are no rules for meeting planning or schedule for a year uploaded on the website before the start of the financial year. Whereas in Article 21 paragraph 5, IPCM's AoA regulates that the Board of Commissioners' Meetings for the following year must be scheduled at the end of the financial year.|
|E.3.2||Does the board of directors/commissioners meet at least six times during the year?||Article 18 of IPCM's AoA states that the Board of Directors's Meeting is held once a month. Meeting quorum, if attended by 1/2 of the number of Board of Directors present, and desision-making is based on deliberation to reach consensus. If this not reached, then voting will be carried out and approved by at least 1/2 of the board of directors present.|
Meanwhile, according to Article 21 of IPCM's AoA, the Board of Commissioners Meeting is held once every 2 (two) months. Meeting quorum, if attended by 1/2 of the numbers of Board of Commissioners present, and decision-making based on delibertaion to reach consensus. If this not reached, then the voting is carried out and approved by at least 1/2 number of Board of Commissioners present. Board of Commissioners Joint Meeting with the Board of Directors is once every 4 (four) month.
The Board Manual Stipulates that the Board of Directors Meeting is held regularlu at least once a month. The Board of Directors is required to hold a Joint Meeting with the Board of Commissioners periodically at least once every 4 (four) months. And the Board of Commissioners Meeting is once a month.
According to the disclosures in the Annual Report published in 2020, the Board of Directors' internal meetings during 2019 were held 13 times.
|E.3.3||Has each of the directors / commissioners attended at least 75% of all the board meetings held during the year?||As disclosed in the Annual Report, all Board of Directors attended the Board of Directors Meeting (100%), whereas, for the attendaces of Board of Commissioners at the Board of Commissioners meetings, from 3 (three) members of the Board of Commissioners, 2 (two) members attended 100% and 1 (one) member attended 76.92%.|
|E.3.4||Does the company require a minimum quorum of at least 2/3 for board decisions?||According to IPCM's AoA and Board Manual, the attendace quorum for the Board of Directors' Meetings and Board of Commissioners' Meetings is 1/2 of the number of members.|
|E.3.5||Did the non-executive directors / commissioners of the company meet separately at least once during the year without any executives present?||According to Article 21 of IPCM's AoA, the Board of Commissioners Meetings (separately) outside the meetings with the Board of Directors are held at least once in 2 (two) months.|
|E.3.6||Are board papers for board of directors / commissioners meetings provided to the board at least five business days in advance of the board meeting?||According to Article 21 paragraph 6 of IPCM's AoA, meeting materials (board papers)|
must be submitted to the meeting participants at least 5 (five) business days in advance of the board meeting.
|E.3.7||Does the company secretary play a significant role in supporting the board in discharging its responsibilities?||As stipulated in the Board Manual and disclosed in the Annual Report, the Corporate Secretary has functions, including providing inputs to the Board of Directors, and the Board of Commissioners in the implementations of Corporate Governance, information disclosure. Besides, GMS holding and documenting, holding of board of Directors and/or Board of Commissioners's Meetings, and implementing the Company orientation program for the Board of Directors and/or Board of Direction of Commissioners.|
|E.3.8||Is the company secretary trained in legal, accountancy or company secretarial practicees and has kept abreast on relevant development?||There is no historyof education or training in legal or accounting attended by the IPCM's Corporate Secretary.|
As stated in the Annual Report, the concerned development is with participating in training on shaping the Future Role of Corporate Secretary: Strategic Discussion Forum 7 Sharing Best Practices, and Workshop on Corporate Culture Transformation in Driving for Corporate Performance.
|E.3.9||Does the company disclose the criteria used in selection new directors / commissioners?||The criteria for candidates of the Board of Directors or board of Commissioners member are listed in the IPCM AoA and Board Manual.|
|E.3.10||Did the company discribe the process followed in appointinig new directors / commissioners?||IPCM has disclosed a description of the appointment process of the new Board of Directors and Board of Commissioners in the Annual Report.|
|E.3.11||Are all directors / commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years each?|
The Five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011
|According to Article 16 paragraph 10, for the Board of Directors' term of office, and Article 19 paragraph 14 for the Board of Commissioners' term of office, the term of office is effective since the GMS that appoints him/her until the clossing of the 5th GMS. He/She can be re-appointed / re-elected according to the applicable provisions of regulations without prejudice to the GMS's right to dismiss at any time before his/her term of office ends.|
|E.3.12||Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy / practice (i.e the use of short term and long term incentives and performance measures) for its excecutive directors and CEO?||The Annual Report discloses the remuneration structure for members of the Board of Commissioners and Board of Directors for the short-term (salary, allowances). In addition, long-term remuneration such as health, pension, and ESOP/MSOP programs are also disclosed based on company performance.|
|E.3.13||Is there disclosure of the fee structure for non-executive directors / commissioners?||The IPCM Annual Report discloses the remuneration structure for the Board of Commisioners and Board of Directors, consisting of an honorarium, transportation allowance, religius holiday allowance (THR), Pension, health facilities/ legal aid facilities, and bonuses.|
|E.3.14||Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?||One of the agendas of the AGM held on July 15, 2020 ( the 4th agenda) was the salary / honorarium and other allowances determination for members of the Board of Directors and Board of Commissioners of the Company.|
|E.3.15||Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executive with long-term interest of the company, such as claw back provision and deferred bonuses?||There are no measurable standards to align the performance based remuneration of the Board of Directors and the Board of Commissioners and senior executives with the Company's long-term interest (such as deferred bonuses)|
|E.3.16||Does the company have a separate internal audit function?||IPCM as an Internal Audit Function, which is the Company's independent work unit. The Internal Audit function is a functional unit within the Company's organizational structure with the main duties carrying out the functions of Internal Audit and consultancy, inspection, supervision, investigation, and evaluation of all activities.|
|E.3.17||Is the head of internal audit indentified or, if outsourced, is the name of the external firm disclosed?||The head of Internal Audit of IPCM held by Eddy Winoto, his profile is discloses in the Annual Report.|
|E.3.18||Does the appointment and removal of the internal auditor require the approval of the Audit Committee?||As disclosed in the Annual Report, one of the duites and responsibilities of the Audit Committee is providing opinions and suggestion to the Board of Commissioners for consideration in apporving the appointment and removal of the Head of Internal Audit (not providing approval).|
|E.3.19||Does the company establish a sound internal control procedures / risk management framework and periodaclly review the effectiveness of that framework?||As disclosed in the Annual Report, the Company establishes a effective internal control system to safeguard the Company's investment and assets, including:|
- The internal control environtment within the Company is implemented in a disciplined and structured manner.
- Bussiness risk management review ( risk Assessment)
- Control activities, namely actions taken in the process of controlling the Company's activities at every level and unit within the Company's organizational structure.
- The process of presenting activities report on operational, financial, and compliance with laws and regulations
- The process of assessing the internal control system quality, including the internal audit function at every level and unit in the organizational structures.
The Risk Management Monitoring Committee is a committee that the Board of Commissioners can form to implement the Board of Commissioners' duties and function to periodically monitor and recommend improvements on risk management carried out and developed by the Compamy.
The Board Manual also regulates that the Intetnal Audit Unit periodically submits reports on implementing internal audit functions to the Board of Commissioners.
|E.3.20||Does the Annual Report / Annual CG Report discloce that the board of directors / commissioners has conducted areview of the company's material controls (including operational, financial and compliance controls) risk management system?||The Annual Report discloses that the IPCM Management has implemented internal control according to internal control principles, and the overall quality of the internal control system has been running well.|
|E.3.21||Does the company disclose the keyrisk to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)?||The IPCM Annual Report does not include the Company's key risks but only exposes how to indentify the key risks consolidated from an RCSA process as the basic for determining Top Signifacant Risk.|
|E.3.22||Does the Annual Report / Annual CG Report contain a statement from the board of directors / commissioners or Audit Committee commenting on the adequancy of the company's internal controls / risk management systems?||The IPCM Annual Report does not contain a statement from the Board of Commissioners or Audit Committee responsible for supervising to ensure the adequacy of implementation internal control and risk management has run well.|
|E.4.1||Do different persons assume the roles of chairman and CEO?||Different people hold the role of the President Commissioner (Chairman) and the President Director (CEO) of IPCM|
|E.4.2||Is the chairman an independent director/commissioner?||IPCM Chairman is not an Independent Commissioner.|
|E.4.3||Is any of the directors a former CEO of the company in the past 2 years?||No IPCM Director is a former CEO of the Company in the past 2 (two) years.|
|E.4.4||Are the roles and responsibilities of the chairman disclosed?||There is no disclosure of the main duties and responsibilities of the President Commissioner.|
|E.4.5||If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been|
|Currently, the IPCM President Commissioner is a non-Independent Commissioner. Hence, there should have been an appointment of a Leader / Senior of Independent Commissioner, but no such appointment is found.|
|E.4.6||Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is|
|The majority ofthe Board of Commissioners member have working experience in the Company's business sector. Profiles of the Board of Commissioners member can be accessed through the IPCM website or in the Annual Report.|
|E.5.1||Does the company have orientation programmes for new directors/commissioners?||The introduction / orientation program for the newly appointed Board of Commissioners and Board of Directors is regulated in the Board Manual.|
|E.5.2||Does the company have a policy that encourages directors/commissioners to attend on-going or continuous|
professional education programmes?
|The Board Manual regulates the Orientation and Capability Improvement Programs for the Board of Directors and the Board of Commissioners.|
|E.5.3||Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?||The succession policy of members of the Board of Director and Board of Commissionershas been disclosed in the IPCM Annual Report.|
|E.5.4||Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director|
|There is no special annual performance assessment for the CEO / President Director by the Board of Commissioners.|
|E.5.5||Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and|
process followed for the assessment?
|Currently, performance assessment is carried out using the self-assessment method by each member of the Board of Commissioner and the Board of Directors to measure the Board of Commissioners and Board of Directors' performance collegially. It has been disclosed in the IPCM Annual Report.|
|E.5.6||Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria|
and process followed for the assessment?
|Apart from the collective assessment, self-assessment was aslo conducted to assess an individual member of the Board of Commissioners and Board of Directors to measure the Board of Commissioners and Board of Directors' performance, and the assessment crieteria have been disclosed in the IPCM Annual Report|
|E.5.7||Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process|
followed for the assessment?
|IPCM has disclosed the annual assessment of the Board of Commissiners' Committees in the Annual Report.|
|(B)B.1.1||Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting?||IPCM has submitted and released the Notice of AGM, which included detailed agenda of more than 28 days, although this was a result of the AGM postponement, one of whic was due the dat of the meeting ?|
|(B)C.1.1||Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)?||The Sustainability Report is prepared based on Global Reporting Initiative (GRI) standards and is prepared separately from the Annual Report.|
|(B)E.1.2||Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives?||The board diversity policy (BOard of Commissioners and Board of Directors) is disclosed in the IPCM Annual Report.|
|(B)E.5.1||Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the|
|As disclosed in the Annual Report, IPCM has built Information Technology Infrastructure, including hardware and software, for server, the Company already has a backup server.|
|(P)E.4.2||Do independent non-executive directors/ commissioners receive options, performance shares or bonuses?||Accroding to the AGM resolutions on July 15, 2020, in the 4th agenda, the Board of Directors, and Board of Commissioners received bonuses (in this case, including Independent Commissioners).|