| Part | Criteria | Explanation 2020 | Evidence 2019 |
|---|---|---|---|
| B | Equitable Treatment of Shareholder | ||
| B.1 | Shares and Voting Rights | ||
| 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 common share has 1 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 1 of IPCM's AoA. | |
| B.2 | Notice of AGM | ||
| B.2.1 | Does each resolution in the most recent AGM deal with only one item, i.e., there is no bunding of several items into the same resolution ? | In the AGM on July 15, 2020, 1 agenda decides for 1 meeting resolution; there is no bunding of two or more agenda items into one resolutions. The 2020 AGM resolution results have been published in the newspaper and the Stock Exchange information Disclosure on July 17, 2020. | - |
| B.2.2 | Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local - language 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. | - |
| Does the notice of AGM/circulars have the following deail: | |||
| B.2.3 | Are the profiles of directors/commissioners (at least age, academic qualification, date of appointment, experince, and directorships in other listed companies) in seeking election/re-election included ? | The Curriculum Vitae (CV) of candidates for the Board of Director and Board of Commissioners appointed or 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 identification/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 provided information 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 | Insider trading and abusive self-dealing should be prohibited | ||
| B.3.1 | Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market ? | IPCM has a Board Manual, which is also disclosed in the Annual Report, which regulated 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. | - |
| B.3.2 | Are the directors/commissioners required to report their dealings in company shared within 3 business days ? | There is no disclosure regarding the Company's share transaction report by the Directors/Commisioners (Whether there is a transaction or no transaction), whose report is submitted within 3 business days. | - |
| B.4 | Related party transaction by directors and key executives | ||
| B.4.1 | Does the company have a policy requiring directors/commissioners 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 a committee of independent director/commissioners to review material RPTs to determine 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 Commissioner 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 conflicted in 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. | - |
| B.4.4 | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates ? | Currently, IPCM does not yet have a policy that regulates the company's loans given to members of the Board of Directors and Board of Commissioners, which stipulates that the implementation of company transactions is fully conducted at arm's length basis and at market rates. | - |
| B.5 | Protecting minority shareholders from abusive actions | ||
| B.5.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair ad at arms's length ? | The IPCM's 2020 Annual Report disclosed a commitment if the RPTs happened however, there were no such RPTs in the disclosure. | - |
| B.5.2 | In case of related party transactions requiring shareholder;s approval, is the decision made by disinterested shareholders ? | Article 14, paragraph 6 of IPCM's AoA regulates attedance quorum and idenpendent GMS resolution quorum (disinterested shareholders) and in OJK Regulation No. 15/POJK.04/2020 and OJK No. 42/POJK.04/2020 are regulated separately regarding Affiliated Transactions and Conflict of Interest Transactions. | - |
