General Meeting of Shareholders (GMS)
GMS is the highest Corporate Governance organ. GMS is a forum for the shareholders to receive important information regarding the Corporate from the Board of Directors and/or Board of Commissioners. GMS is also a mechanism for shareholders to make various important decisions according to the statement in Articles of Association and all applicable provisions. The process of decision-making by GMS is held with fair and transparent ways according to the long-term interests of the Corporate. GMS has the following authority:
- Approve the Corporate Annual Report, and the validation of Financial Statements,
- approve the use of the Company’s net profit if the Company has a positive profit balance,
- appoint and dismiss members of the Board of Commissioners and Directors,
- determine the amount of remuneration for the members of the Board of Commissioners and Directors,
- appoint an Independent Public Accountant to audit the Company’s Financial Statements,
- giving approval to the changes on Company’s Articles of Association, and
- make a decision related to corporate actions and other strategic matters proposed by the Directors.
Board of Commissioners
Main task of the Board of Commissioners is to conduct a supervision towards the Board of Directors’ policies in operating the Company as well as giving advice to the Directors in doing activities and operating the Company. The Board of Commissioners also has the task to supervise the Board of Directors’ policies in order to make sure the Company has implemented the GCG principles. The Board of Commissioners consists of at least 6 (six) members, with 1 (one) President Commissioner, 2 (two) Vice President Commissioner, and 3 (three) or more Members of Board of Commissioners, by taking into account applicable regulations in the Capital Market field, 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 appointment begins on the appointment date in GMS until the third GMS from the appointment date of each Board of Commissioner members, unless stated otherwise in GMS. Performance of the Board of Commissioners assesses the performance evaluation measures determined by the Board of Commissioners independently. The evaluation is carried out at the end of the fiscal period. The results of the Board of Commissioners’ Performance evaluation are presented at the GMS.
Board of Directors
The Board of Directors is responsible to manage daily activities of the Company as an effort to achieve the objectives and goals of the Company. The Board of Directors’ duties are as follow:
Lead, manage and control the Company to ensure the achievement of Company’s objectives;
Control, maintain and manage the Company’s assets;
Represent the Company in matters related to third parties, government institutions and courts according to the applicable regulations; and
Establish the annual budget of the Company to be delivered to the Board of Commissioners in order to gain approval before the beginning of 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 by observing the applicable regulations in the Capital Market field. The Board of Directors is appointed through GMS. In accordance with Company’s Articles of Association, the tenure of the Board of Directors is 3 (three) years, from the date GMS appointed the related Board of Directors member to the close of the third GMS after the date of appointment by not abolishing the GMS’s right to at any time dismiss the members of the Board of Directors. The evaluation of the members of the Board of Directors is carried out based on the Key Performance Indicators that were approved and established at the beginning of the year. The evaluation is carried out at the end of the fiscal period, which is submitted to the Board of Commissioners to be reported at the GMS.
In conducting the oversight function, the Board of Commissioners is assisted by the Audit Committee. An Audit Committee is formed to help the Board of Commissioners in performing the oversight function. The main task for Audit Committee is the following:
- Reviewing financial reports, internal control system, audit process that has been done by external auditor, and internal audit process that has been done by Internal Audit Unit;
- Making a review of the Company’s obedience to the applicable regulations and provisions;;
- Reviewing the Company’s risk management initiatives;
- Presenting recommendations for external auditor appointment, also
- Overseeing the follow-up on audit findings submitted by the Internal Audit Unit.
In carrying out its duties, the Audit Committee is guided by the Audit Committee Charter. Audit Committee Charter deciphers duties, responsibilities and authorities, composition, structure and requirements; work methods and procedures; meeting implementation policies; activity reporting system; provisions relating to the handling of reports about potential irregularities in financial reporting; and the working period of the Audit Committee. The Audit Committee consists of 3 (three) members, including Committee Chairman, who is an Independent Commissary. All members of the Audit Committee are independent parties with no financial, management, shareholding relations and/or family relations with the Board of Commissioners, Board of Directors and/or controlling shareholders or any other relations with the Company that may restrict their capacity to act independently. All members of the Audit Committee have fulfilled independence criteria, professional experience and integrity as required by the applicable laws and regulations.
The Company has appointed a Company Secretary whose role is to become the connector between the Company and capital market institutions and society.
External Auditor is appointed by GMS with the responsibility to deliver opinions regarding compliance with audit financial statements with applicable financial reporting standards.
Internal Audit Unit (“IAU”)
The main responsibility of internal control is in the hands of the Company’s IAU. IAU functionally is under the Audit Committee and administratively under President Director of the Company. Internal Audit Functions have the following duties and responsibilities:
- Prepare an annual internal audit work plan, which consists of budget requirements and resources through coordination with the Company Audit Committee.
- Carry out special audit assignments in accordance with management’s request
- Use risk-based analysis in developing audit plans
- Assist the Board of Directors in carrying out their management responsibilities by reviewing and evaluating the efficiency and effectiveness of all Company activities
- Participate as a consultant in system development
- Make evaluation of all Company units’ performance in delivering proposed improvements and objective information about all audit activities at each level of management
- Carry out operational audit to ensure the implementation of policies, plans and procedures of Company, and all applicable regulations
- Prepare audit report to be presented to the Company’s President Director and Board of Commissioners, who reports all important findings from audit activities
- Monitor, analyze and report the implementation of improvement plan recommendations.
The Company realizes that the implementation of an adequate risk control system is an important factor in facing various business risks. The Board of Directors is responsible for adequate risk control and effective internal control. IAU carries out the independent review through routine audit activities in order to ensure the guarantee that all main risks and weaknesses of internal control have been identified and corrective acts have been carried out. The reports related to that study are explained in internal audit report which is presented routinely to the Board of Directors and Audit Committee
Access to Company Information
Society and inventors are able to access information about the Company at any time through the website www.kota-deltamas.com. The Company publicizes the non-audit financial performances every quarter and annual audit financial reports in well-known newspapers with national circulation. Press releases are published about the Company’s quarterly and annual financial performance and other relevant corporate actions. That information is also delivered to all related regulator parties, including OJK and IDX, in accordance with the applicable regulations and laws. The Company will continue to develop and make it easier to access for information disclosure to fulfill the transparency principles in good corporate governance practices.