Corporate Governance

in About
16. 08. 11
posted by: fery
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The application of good corporate governance (GCG) is as a form of compliance to regulations that have been set. Corporate governance practices are essential to enhance performance and provide a good service to all customers. Good GCG, can reduce the risk of certain adverse risks-operational and financial performance of the company.

GCG is implemented at the general meeting of shareholders), Board of Commissioners and the Board of Directors and the Audit Committee. The sequential structure of corporate governance is the general meeting of shareholders, Board of Commissioners, and the Board of Directors. The highest authority and the main decision-making forum is the Annual GENERAL MEETING OF SHAREHOLDERS is held once a year. Through the meeting of the shareholders can exercise his right to make decisions, and make an endorsement of various company policies.

Board of Commissioners
The Board of Commissioners are representatives of the company’s shareholders. The Board of Commissioners has the responsibility to supervise the management of the Company that are performed by the directors and also provide advice to the directors.

The main duties of a Board of Commissionesr as stipulated in the Company’s Articles of Association are as follows :

·    Board of Commissioner supervises on the management’s  policies in general, about the company or business company and giving advice to the Board of Directors.

·    Board of Commissioners has the right to enter the company during the office hours and has the right to check its financial statements, documents and other evidences, checking and balancing the cash situation and has the right to know every acts of the Board of Directors..

·    And all other matters that are related to the Company’s management.

Candidate for commissioners could be proposed by all shareholders whereas the independent commissioner could only be proposed by the minority shareholders. The names of the member of commissioners have to be submitted to the Capital Market Supervisor Agency to get its approval. Members of the commissioners must have a good personality, be able to act judicially, never being stated of bankruptcy and never been punished for any financial crime. Commissioners can then be appointed and released by the General Shareholders Meeting.

Remuneration of members of the Board of Commissioners and the Board of Directors is carried out by:
·    Remuneration for members of the Board of Commissioners is granted on the basis of the formula set by the Annual General Shareholders Meeting.
·    Analyses and recommendations package formulated remuneration the board of commissioners and directors accordance with right and their responsibility, and convey the recommendations to the shareholders to legalized in the Shareholders Meeting.
Planning and nomination of nominating candidates will be proposed, as a member of the board of commissioners board of directors and / or of various members of other committee which is under committee supervision. Removal for a member of the committee is under the authority and approval from the board of commissioners, in the event the board of commissioners and directors through Shareholders Meeting.

Board of Commissioners Meeting
Board of Commissioners meeting may be held at any time at the request of the Board of Commissioners and the Board of Directors and at the request of a shareholder. The presenceof a quorum as presupposed in the law about limited liability company have been met. Based on the meeting of deliberation to consensus or on the basis of votes from the number of votes agree to attend as specified in the Act.


Board of Directors

The Company’s Directors are formed with personnels who are specialists, especially in the fields of capital market and finance. Knowledge and experience of directors has ensured the capability of the Directors in leading the Company’s operational activities


In term of election of the Directors, all the name of the candidates have to be submited to the Capital Market Supervisory Agency and Financial Institutions to get its approval before available for election. The Directors are then appointed and released by the General Shareholders Meeting. At the moment, all of the Company’s directors do not have any position in other companies, and this should guarantee the commitment of the directors  towards the company’s progress.

The board of Directors consists of 3 Directors, including the President Director. The main duties of a Director as stipulated in the Company’s Articles of Association are as follows :

·    Directors are fully responsible in fulfilling their job to achieve the Company’s vision and mission.

·    Each director must fulfill his/her work with good ethic and responsibility by following all of the laws and regulations.

·    And all other matters that are related to the Company’s management.


Remuneration of members of the Board of Commissioners and the Board of Directors is carried out by:
·    Analyses and recommendations package formulated remuneration the board of commissioners and directors accordance with right and their responsibility, and convey the recommendations to the shareholders to legalized in the Shareholders Meeting.
·    Planning and nomination of nominating candidates will be proposed, as a member of the board of commissioners board of directors and / or of various members of other committee which is under committee supervision. Removal for a member of the committee is under the authority and approval from the board of commissioners, in the event the board of commissioners and directors through Shareholders Meeting.


Performance assessment system and the remuneration of the Board of Directors is carried out by:
·    Shareholders assess the performance of the Board of Directors as a whole and each Member of the Board of Directors through the mechanism of the Shareholders Meeting.
·    Individual Assessment for each Member of the Board of Directors is performed by the President Director and reported to the GMS when they and considered.
·    The assessment performance of directors to base calculations remuneration of directors.
Remuneration of the Board of Directors must be able to motivate the directors to achieve long-term growth and success of the company in a controlled framework.


Meeting of Directors

Meeting by the Board of                                                                                                                                                                                              Directors is always held periodically as well as temporarily, to anticipate each progress that might be related to the Company promptly and accurately. Periodic meeting has been held at the middle of each month.


Audit Committee is a Committee established by and responsible to the Board of Commissioners in order to help carry out the duties and functions of the Board of Commissioners.

The Audit Committee assists the Board of Commissioners in carrying out the functions monitoring and carry out a review of the integrity of the financial statements; risk management and internal control; compliance with the provisions of law and legislation; performance, qualifications and independence of the external auditor; and implementation of the internal audit function. The Audit Committee is coordinating its work closely with the Internal Audit Unit and External Auditors.
Period of service of the Audit Committee should not be longer than the term of the Board of Commissioners as set forth in the articles of Association and can be re-elected for only one subsequent period

The Audit Committee is responsible and accountable for delivering a professional and independent opinion to the Board of Commissioners with respect to reports or matters submitted by the Board of Directors to the Board of Commissioners, and carry out other tasks relating to the duties of the Commissioner.


The Company has appointed its Corporate Secretary since becoming a public company and listed its shares in Indonesia Stock Exchange in 2005. Corporate Secretary has the responsibility to monitor any progress in the capital market, especially on regulations on capital market, give services to the public for information related to the Company’s condition, give input to directors in complying with capital market regulations, and as the intermediary between the Company and the Capital Market Supervisory Agency and Financial Institutions, as well as the Indonesia Stock Exchange and public.
Corporate secretary function to fulfill its duties least includes:

a.    Follow the development of the capital market in particular laws and regulations in force in the field of capital market.
b.    Provide input to the board of directors and the board of commissioners of the issuer or a public company to comply with the provisions of regulations  in the field of capital market;
c.    Help of directors and board of commissioners in the implementation of corporate governance which includes :
1.    Transparency of information to the community , including the availability of information on the web site of public companies or issuers;
2.    The delivery of the report to the authority financial services timely;
3.    Documentation of the implementation of the general meeting of shareholders;
4.    The implementation of and documentation of the board of directors meeting and / or the board of commissioners; and
5.    The implementation of the orientation program for and against the company board of directors or board of commissioners .
d.    As a link between the issuer or a public company with shareholders of the issuer or a public company, financial services authority and other stakeholders in


Internal Audit is an activity grant of conviction (assurance) and consulting that is independent and objective, which was created to increase value and improve the operations of the company.


The internal audit Unit is a unit of work in the public company Issuers or running the Internal Audit function.

The activity of the Internal Audit Unit to help the company achieve the goal through a systematic and controlled approach to evaluate and improve the effectiveness of risk management and internal control.


The requirements of the auditor who is sitting in the activity of the Internal Audit Unit

a.    Have integrity and professional conduct, independent, honest and objective in the performance of his duties;
b.    have the knowledge and experience of the technical audits and other disciplines that are relevant to the field of duty;
c.    have the knowledge about the laws and regulations on capital market and other related legislation;

d.     have the proficiencty to interact and communicate with either oral or written effectively;

e.     comply with standards released by the profession of Internal Audit
f.     Comply  with the code of ethics the internal audit
g.     maintaining the confidentiality of the information and/or data related to the company's implementation of the duties and responsibilities of the Internal Audit unless required by laws and regulations or the determination/court rulings;
h.     Understanding the principles of risk management;
i.     Increase the knowledge, skills and abilities of profesionalisme constantly.


Structure, status and Accountability Internal Audit Unit Activity

a.    Internal audit unit headed by a chief,internal audit internal, audit unit consisting of one adapted to the internal auditors for levels of complexity and business activities or public utilities, hence acting as internal audit and the internal audit unit head.


b.    unit head internal audit appointed and terminated by President Director with approval from the board of commissioners.


Duties and responsibilities of the Internal Audit Unit Activity

a.  Develop and implement annual activities of the internal audit unit based on priority risks in accordance with the objectives of the company;
b.  Testing and evaluating the implementation of the internal control and risk management systems in accordance with company policy;
c.  Perform an examination and assessment of efficiency and effectiveness in the areas of finance, accounting, operations, human resources, marketing, information technology and other activities;
d. Give advice on improvements and objective information about the activities that are checked at all levels of management;
e.   Reporting on audit results and submit these reports to the President Director and Board of Commissioners;
f.    Monitor, analyse and report on the implementation of the follow-up to the improvements that have been suggested;
g.   Works closely with the Audit Committee;
h.  Draft programme to evaluate the quality of the internal audit activity is doing; and
i.    Special checks where necessary.


The Purpose Activity Of The Internal Audit Unit

The activity of the Internal Audit Unit to help the company achieve the goal through a systematic and controlled approach to evaluate and improve the effectiveness of risk management and internal control.

INTERNAL CONTROL

The company has devised and has Internal Control Systems in the form of a series of policies and standard procedures in carrying out its operational activities as well as any information and reporting systems to support management decision-making. This system constantly evolved and is currently rated effective enough to control and minimize the risks involved. Is the duty of the Internal Audit Division to ensure internal control system that is already good and effective run in every field of endeavor. This is done to provide objective and independent assessments as well as providing consultative services in terms of the effectiveness and adequacy of risk management, control and corporate governance.


RISK MANAGEMENT SYSTEM

Risk management aims to minimize the risk of losses.

Risk management at least includes:

·    Identify potential internal risks at every function/unit and the potential risks that may affect the performance of the external company;
·    Handling risk management strategies;
·    Implement management programs to reduce risk;

·    Evaluates the success of the risk management.

The benefits of risk management is to minimize the impact of the loss of the uncertainty in the venture.


Disclosure of awards & administrative sanctions (reward & punishment) which is subject to the company/Board of Commissioners/directors;

The management of Human Resources of the human dimension in building efforts justice. This means that employees are not only judged from its positive contribution (assets & factor). Employees also deserved given rewards (reward) and sanctions (punishment), due to the burden of negative (liability factor). The Spirit of the company to give reward and punishment are the same wear, which aims to improve and restore the power of the employees, so as to benefit both for employees and for the company. The main instruments used to measure the performance of the employee is to use performance management instruments (performance management). The implementation of these measurements are done every year in the form of Employee Performance Appraisals.


Reward
Companies can reward parties that considered giving example in applying the company's ethical standards in accordance with company policy.


The consequences of the violations of the company's ethical standards:
·    Partners of proven violation, it will be penalized in accordance with the regulations and the decisions of the company.
·    In a clearly proved to have committed a violation of the company's ethical standards, any employee in any depth will be penalized in accordance with.
·    Employees proven infringement of the company's ethical standards may be subject to disciplinary actions in the form of oral or written reprimands, warnings and suspensions until the termination of hard working relationship.
·    If existing conditions involve violations of criminal law and the civil code, the problem can be forwarded to the authorities.
·    If proven to have been violations of the company's ethical standards that is indisipliner, it will be further processed by the Personnel Section.
Nature of the disciplinary action taken, will depend on the seriousness of the offence committed and the related situation.


The code of conduct and corporate culture

The company must declare and define the rules of corporate governance and in accordance with the principles of this code of conduct. The regulations must be in the form of manuals and available as a reference for the Board of Directors. This should be communicated to the Commission that will evaluate the submission taking into account the code of conduct, and taking into account the size and nature of business of the company. Chairman of the Board is in charge of and is responsible for ensuring compliance with the code of practice and corporate governance unless mandated by law.

Code of conduct and corporate culture is one form of commitment of PT Panca Global Securities Tbk upon implementation of management companies and is set as  commitment consisting of business ethics PT Panca Global Securities Tbk which arranged in order to influence, forming, coordination and do conformity mannerisms so be achieved output that consistent corresponding with corporate culture of PT Panca Global Securities Tbk in achieving vision and his mission. Code of conduct and corporate culture shall apply for all individuals acting on behalf of PT Panca Global Securities Tbk said as subsidiary entity and affiliates under control, stockholders (investors) and all stakeholders or working partners who transacts business with PT Panca Global Securities Tbk and also serve as the implementation basis of the decision making.


Whistleblowing System

To create the company's operational activities which is free from practices of corruption, collusion and nepotism as well as upholding the Ethical Guidelines, where the company is trying to increase the role and actively involved all the company resources and other stakeholders through a mechanism of fair and transparent responses, one of them through the Violations or Whistleblowing Reporting System (WBS).

The implementation of whistleblowers system which managed by the Audit Committee, determined by the Board of Commissioners appointed by Decree and ratified by decision of Board of Directors. The Audit Committee will follow up any complaints from employees and from a third party with regard to:

·    Accounting and Auditing. Problems of accounting and internal control on financial reporting that could potentially lead to material misstatement in the financial statements and audit problems especially regarding the independency of the independent auditors;
·    Violation of regulations. Violation of the rules and regulations of the capital market legislation is related to the operations of the company as well as a violation of internal regulations that could potentially result in loss for the company;
·    Alleged fraud cheating and/or alleged corruption committed by officials and/or employees; and
·    Code of ethics. The Board of Directors and management behavior that is not potentially defame the reputation of the admirable company or resulted in losses for the company. The Board of Directors and management behavior that does not include, among others: admirable is not honest, the potential conflict of interest (conflict of interest) or give misleading information to the public.



Reporting mechanisms for Violations (whistleblowing) are as follows:

1. The reporting done in writing
a. Official letter addressed to the company Board of Commissioners in particular, by means of a direct submission, sent by facsimile, or by post to the company.
b.   By email: This email address is being protected from spambots. You need JavaScript enabled to view it.
c.   Delivered to the official address:  
PT Panca Global Securities, Tbk,
Indonesia Stock Exchange Building, Tower I, 17th Fl
Jl. Jend. Sudirman Kav. 52-53 Jakarta 12190

d.  Reporting violations in writing must include a photocopy of the personal identity and supporting documents such as: documents relating to the transactions carried out and/or reporting violations to be delivered.


2. Representatives of stakeholders
In reporting violations filed by stakeholders representative, then in addition to the above documents has to submitted other documents, such as:
a. A copy of identity of stakeholders and stakeholders representatives.
b.   Power of Attorney from stakeholders.
c.  If stakeholders representatives is an institution or a legal entity, it must be enclosed with the documents stated that the proposed Violations Reporting are authorised to represent the legal institution or entity.

3. Acceptance of Violations Reporting by the company.

·    Company received any violations reporting filed by stakeholders and/or stakeholders Representative whether oral or written.
·    Company provides an explanation of the policies and settlement procedures Violations Reporting at the time of completion of stakeholders and/or stakeholders representative propose violations Reporting.
·    Company provides receipt, if violations reporting filed in writing.
·    Admission Violations Reporting is the Board of Commissioners in particular the Audit Committee of the company.

The mechanism of Violations Reporting has to socialized to all stakeholders in the framework of the implementation of GCG in the company.