| Part | Criteria | Explanation 2020 | Evidence 2019 |
|---|---|---|---|
| E | Responsibilities of The Board | ||
| E.1 | Board Duties and Responsibilities | ||
| 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 directors/commissioners' approval disclosed ? | Board of Directors' actions that require the approval of the Board of Commissioners and actions that require the GMS's approval have been regulated in the Board Manual. | - |
| E.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated ? | The Board of Commissioners and Board of Directors' duties and authorities are stated in the AoA and Bord Manual. | - |
| Corporate Vision/Mission | |||
| E.1.4 | Does the company have an updated vision and mission statement ? | The Company's Vision, Mission, and Values are contained in the Code of Conduct and the Annual Report. | - |
| E.1.5 | Does the board of directors play a leading role i the process of developing and reviewing the company's strategy at least annually ? | As one of the Board of Director's duties and authorities as stated in the Board Manual related to Strategy and Work Plans, including: a. Prepare on time the RJPP, RKAP, an their revisions (if any) and submit them to the Board of Commissioners for review and approval. b. Prepare a draft of the Company Long Term Plan (RJPP), a strategic plan that containing the Company's goals and objectives to be achieved within 5 years. c. Ensure the achievement of long-term goals stated in the RJPP d. Ensure that 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. | - |
| 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 | Board Structure | ||
| 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 Commisioners, Board of Directors, and Employees (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 units is reqiored 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. | - |
| Board Structure & Composition | |||
| E.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners ? | The composition of the 4 members of the Board of Commissioners consists 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 of nine years or less or 2 terms of five years each for its independent directors/commissioner ? The fice years term must be required by legislation which pre-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 years and can be reappointed according to the GMS's approval. However, it does not regulate the number of terms of office for the Independent Commissioners, which should only be 2 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 Artcile 19, paragraph 23 of IPCM's AoA, the Board of Commissioners cannot hold concurrent positions as; a). Management of political parties and/or legislative members 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. | - |
| E.2.7 | Does the company have any executive directors who serve on more than two board of listed companies outside of the group ? | All IPCM Board of Directors currently does not have concurrent positions at more than 2 listed companies outside the group. | - |
| Nomination Committee (NC) | |||
| E.2.8 | Does the company have a Nominating Committee ? | - | - |
| E.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners ? | - | - |
| E.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner ? | The explanation to the three questions 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 Nominating Committee. The Board of Commissioners carried out the Nomination and Remuneration function. | - |
| E.2.11 | Does the company disclose the terms 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 leat twice during the year ? | Since there is no Nomination Committee, there is no record of the committee meeting. | - |
| Remuneration Committee (RC)/Compensation Committee | |||
| E.2.13 | Does the company have a Remuneration Committee ? | - | - |
| E.2.14 | Is the Remuneration Committee comprised of a majority of independent directors/commissioners ? | - | - |
| E.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner ? | The explain to the three question above could be conveyed that according to the disclosure in the Annual Report published in 2020, it was explained 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 Commisioners and Board of Directors. | - |
| E.2.17 | Is the meeting attedance of the Remnureations Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year ? | Since there is no Remuneration Committee, there is no record of the committee meeting. | - |
| Audit Commitee (AC) | |||
| E.2.18 | Does the company have an Audit Committee ? | IPCM has an Audit Committee formed to assist the implementation 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 members, including the Chairman of the Committee who is also and Independent Commissioner, 1 member of an Independent Party, and 1 other member. Thus, the majority of members of the Audit Committee are independent. | - |
| E.2.20 | Is the chairman of the Audit Committee 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 attedance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the 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 recommendations to the Board of Commissioners regarding the accountant's appointment based on independence, the sope of the assignment, and service fees. | - |
| E.3 | Board Processes | ||
| 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. | - |
| 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' Meeting held once a month. Meeting quorum, if attended by 1/2 of the number of Board of Directors present, and decision-making is based on deliberation to reach consensus. | - |
| E.3.3. | Has each of the directors/commisioners 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 attendances of Board of Commissioners at the Board of Commissioners meetings, from 3 members of the Board of Commissioners, 2 members attended 100% and 1 member attended 76.92%. | - |
| E.3.4 | Does the company require a minimum quorum of 2/3 for baord decisions ? | According to IPCM's AoA and Board Manual, the attendance quorum for the Board of Directors' Meeting is 1/2 of the number of members. | - |
| E.3.5 | Did the non-executive director/commissioners of the company meet separately at least once during the year without any executives present ? | Accroding 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 months. | - |
| Access to Information | |||
| E.3.6 | Are board papers for board of directors/commisioners 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 paticipants at least 5 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. | - |
| E.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments ? | There is no history of education or training in legal or accounting attended by the IPCM's Corporate Secretary. | - |
| Board Appointment and Re-Election | |||
| E.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners ? | The criteria for candidates of the Board of Directors or Board of Commissioners members are listed in the IPCM AoA and Board Manual. | - |
| E.3.10 | Did the company describe the process followed in appointing new director/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 in effective since the GMS that appoints him/her until the closing of the 5th GMS. | - |
| Remuneration Matters | |||
| E.3.12 | Does the company disclose its remunerations (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive 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). | - |
| 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 Commissioners and Board of Directors, consisting of an honorarium, transportation allowances, religious holiday allowances, (THR), pension, facilities, legal aid facilities, and bonuses. | - |
| E.3.14 | Do the shareholder 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 and bonuses for members of the Board of Directors and Board of Commissioners of the Company. | - |
| E.3.15 | Does the company have measurable standars 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). | - |
| Internal Audit | |||
| 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 of 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 identified or, if outsourched, is the name of the external firm disclosed ? | The Head of Internal Audit of IPCM held by Eddy Winoto, his profile is disclosed 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 duties and responsibilities of the Audit Committee is providing opinions and suggestions to the Board of Commissioners for consideration in approving the appointment and removal of the Head of Internal Audit (not providing approval). | - |
| Risk Oversight | |||
| E.3.19 | Does the company establish a sound internal control procedures/risk management framework and periodecally review the effectiveness of that framework ? | As disclosed in the Annual Report, the Company establishes an effective internal control system to safeguard the Company's investments and assests, including: a. The internal control environment within the Company is implemented in a disciplined and structured manner. b. Business risk management review (Risk Assessment) c. 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. d. The process of presenting activities report on operational, financial, and compliance with laws and regulations. e. The process of assessing the internal control system quality, including the internal audit function at every level and unit in the organizational structure. | - |
| E.3.20 | Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material control (including operational, financial, and compliance controls) and risk management systems ? | 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 key risks 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 identify the key risks consolidated from an RCSA process as the basis for determining Top Significant Risk. | - |
| E.3.22 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissionerd or Audit Committee commenting on the adequacy 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 the implementation of internal control and risk management has run well. | - |
| E.4 | People on the Board | ||
| E.4.1 | Do different persons assume the roles of chairman and CEO ? | Different people hold the role of the President Commissioner (Chairman) and President Director (CEO) of IPCM | - |
| E.4.2 | Is the chairman an independent director/commisioner ? | IPCM Chariman 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 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. | - |
| Lead Independent Director | |||
| E.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined ? | 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. | - |
| Skills and Competencies | |||
| E.4.6 | Does at least one non-executive director/commissioner have prio working experince in the major sector that the company is operating in ? | The majority of the Board of Commissioners members have working experience in the Company's business sector. | - |
| E.5 | Board Performance | ||
| E.5.1 | Does the company have orientation programmes for new directors/commissioners ? | The introduction/orientation program for the newly 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 proffesional education programmes ? | The Board Manual regulated the Orientation and Capability Improvement Programs for the Board of Directors and the Board of Commissioners. | - |
| CEO/Executive management and Performance | |||
| E.5.3 | Does the company disclose the process on how the board of directors/commissioners plan for the succession of the CEO/Managing Director/President and key management ? | The succession policy of members of the Board of Directors and Board of Commissioners has been disclosed in the IPCM Annual Report. | - |
| E.5.4 | Does the baord of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President ? | There is no special annual performance assessment for the CEO/President Director by the Board of Commissioners. | - |
| Board Appraisal | |||
| 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 Commissioners and the Board of Directors to measure the Board of Commissioners and Board of Directors' performance collegially. | - |
| Director Appraisal | |||
| 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 also conduct to assess an individual member of the Board of Commissioners and Board of Directors' performance, and the assessment criteria have been disclosed in the IPCM Annual Reprot. | - |
| Committee Appraisal | |||
| E.5.7 | Did the company conduct an annual performance assessment of the baord committees and disclos the ctriteria and process followed for the assessment ? | IPCM has disclosed the annual assessment of the Board of Commissioners' Committees in the Annual Report. | - |
