Corporate Governance
DMAS
Corporate governance
General Meeting of Shareholders (“RUPS”)
The GMS is the highest governance organ of the Company. The GMS is a forum for shareholders to receive important information related to the Company from the Board of Directors and/or the Board of Commissioners. The GMS is also a mechanism for shareholders to make various important decisions in accordance with the statements in the Articles of Association and all applicable regulations. The decision-making process by the GMS is conducted in a fair and transparent manner based on the long-term interests of the Company. The GMS, among others, has the following authorities:
- To approve the Company’s Annual Report, and the ratification of the Financial Statements.
- To approve the utilization of the Company’s net profit if the Company has a positive balance of profit.
- Appoint and dismiss members of the Board of Commissioners and the Board of Directors.
- Determine the amount of remuneration for members of the Board of Commissioners and the Board of Directors.
- Appointment of an Independent Public Accountant to audit the Company’s Financial Statements.
- Approve amendments to the Company’s Articles of Association, and make decisions regarding corporate actions and other strategic matters proposed by the Board of Directors.
Board of Commissioners
The main duty of the Board of Commissioners is to supervise the policies of the Board of Directors in managing the Company and to provide advice to the Board of Directors in carrying out the activities and management of the Company. The Board of Commissioners is also tasked with overseeing the policies of the Board of Directors to ensure that the Company has implemented GCG principles. The Company’s Board of Commissioners consists of at least 6 (six) members, consisting of 1 (one) President Commissioner, 2 (two) Vice President Commissioners, and 3 (three) or more members of the Board of Commissioners, with due observance of the prevailing regulations in the Capital Market sector, including at all times maintaining the number of Independent Commissioners at least 30% of the total number of Commissioners. The members of the Board of Commissioners are appointed through the GMS. The assignment starts on the date of appointment in the GMS until the third GMS from the date of appointment of each member of the BOC, unless otherwise specified in the GMS. The performance of the BOC is evaluated based on performance evaluation measures independently determined by the BOC. The evaluation is conducted at the end of the fiscal period. The results of the performance evaluation of the Board of Commissioners are presented in the GMS.
Directors
The Board of Directors is responsible for managing the day-to-day activities of the Company in an effort to achieve the Company’s goals and objectives. The duties of the Board of Directors are as follows:
- Lead, manage and control the Company to ensure the achievement of the Company’s objectives.
- Controlling, maintaining and managing the Company’s assets
- Representing the Company in matters related to third parties, government institutions and courts in accordance with applicable regulations.
- Determine the Company’s annual budget to be submitted to the Board of Commissioners for approval before the start of the fiscal year.
The Board of Directors of the Company consists of 4 (four) members, consisting of 1 (one) President Director, 1 (one) Vice President Director, and 2 (two) members of the Board of Directors with due observance of the prevailing regulations in the Capital Market. The members of the Board of Directors are appointed through the GMS. In accordance with the Company’s Articles of Association, the assignment of the Board of Directors is for 3 (three) years, from the date of the GMS that appoints the member of the Board of Directors concerned until the closing of the third GMS after the date of appointment without prejudice to the right of the GMS to dismiss the member of the Board of Directors at any time. Evaluation of the members of the Board of Directors is carried out based on the Key Performance Indicators that have been approved and set at the beginning of the year. The evaluation is conducted at the end of the fiscal period, which is submitted to the Board of Commissioners for reporting at the GMS.
Audit Committee
In carrying out its supervisory function, the Board of Commissioners is assisted by the Audit Committee. The Audit Committee was established to assist the Board of Commissioners in carrying out its supervisory duties. The main duties of the Audit Committee include:
Reviewing financial reporting, internal control systems, audit processes carried out by external auditors, as well as internal audit processes carried out by the Internal Audit Unit;
Reviewing the Company’s compliance with prevailing rules and regulations;
Reviewing the Company’s risk management initiatives;
Provide recommendations in the appointment of external auditors, and
Supervise the follow-up of audit findings submitted by the Internal Audit Unit.
In performing its duties, the Audit Committee is guided by the Audit Committee Charter. The Audit Committee Charter outlines the duties, responsibilities and authorities, composition, structure and requirements; working methods and procedures; meeting policies; activity reporting system; provisions related to the handling of reports on potential irregularities in financial reporting; and the tenure of the Audit Committee. The Audit Committee consists of 3 (three) members, including the Chairman of the Committee, who is an Independent Commissioner. All members of the Audit Committee are independent parties who have no financial, management, share ownership and/or family relationships with the Board of Commissioners, Board of Directors and/or controlling shareholders or other relationships with the Company that may limit their capacity to act independently. All members of the Audit Committee have met the criteria of independence, professional experience and integrity required by applicable laws and regulations.
Corporate Secretary
The Company has appointed a Corporate Secretary who acts as a liaison between the Company and capital market institutions and the public.
External Auditor
The External Auditor is appointed by the GMS with the responsibility of providing an opinion regarding the compliance of the audited financial statements with applicable financial reporting standards.
Internal Audit Unit
The primary responsibility for internal control lies with the Company’s UAI. UAI is functionally under the Audit Committee and administratively under the President Director of the Company. The Internal Audit function has the following duties and responsibilities:
- Prepare an annual internal audit work plan, which includes budget and resource requirements in coordination with the Company’s Audit Committee.
- Carry out special audit assignments as requested by management.
- Use risk-based analysis in developing the audit plan.
- Assist the Board of Directors in carrying out its management responsibilities by reviewing and evaluating the efficiency and effectiveness of all Company activities.
- Participate as a consultant in system development.
- Evaluate the performance of all units within the Company by providing suggestions for improvement and objective information on all audit activities at all levels of management.
- Carry out operational audits to ensure the implementation of the Company’s policies, plans and procedures, as well as all applicable regulations.
- Prepare audit reports to be submitted to the President Director and the Board of Commissioners of the Company, reporting all significant findings from audit activities.
- Monitor, analyze and report on the implementation of recommended improvement plans.
Business Risks
The Company realizes that the implementation of an adequate risk control system is an important factor in dealing with various business risks.
The Board of Directors is responsible for adequate risk management and effective internal control.
UAI conducts independent reviews through routine audit activities to provide assurance that all major risks and internal control weaknesses have been identified and corrective actions taken.
Reports related to these reviews are outlined in the internal audit reports submitted regularly to the Board of Directors and the Audit Committee.
Access to Company Information
The public and investors can access information about the Company at any time through the website www.deltamas.id.
Press releases are published on the Company’s quarterly and annual financial performance and other relevant corporate actions.
The information is also submitted to all relevant regulatory parties, including the OJK and IDX in accordance with applicable laws and regulations.
The Company will continue to develop and facilitate access to information disclosure to fulfill the principle of transparency in good corporate governance practices.
