Statement of Independence

Board of Commissioners commits to carry out its duties and responsibilities, utilizes the rights and fulfills its obligations independently without the conflict of interests that may be detrimental to the Company and other stakeholders.

Composition of Board of Commissioners and Independent Commissioners

Based on the AGM of May 22, 2014, the composition of the Board of Commissioners and Independent Commissioners during the 2014 fiscal year is as follows:

 

Board of Commissioners’ Duties, Authorities and Responsibilities

The roles, main duties, powers, and obligations of the board of commissioners concerning are stipulated in the articles of association. Each member of the board of commissioners must read and comply with the provisions. The Board of Commissioners’ obligations are as follows:

1. Supervising management’s policies, including the management of the organization in general both related to the Company and Company’s business conducted by Board of Directors, and advising the Board of Directors, including supervising the implementation of the work plan and the Company’s Articles of Association and General Meeting of Shareholders, as well as existing laws, for the Company’s interest and in accordance with the Company’s goals and objectives.
2. Carrying out duties, authorities, and responsibilities in accordance with the provisions of the Articles of Association and General Meeting of Shareholders resolutions.
3. Examining, reviewing and signing the annual report prepared by Board of Directors.
4. Implementing the Company’s interests by taking into account the shareholders’ interests and being responsible to General Meeting of Shareholders.
5. Forming committees other than Audit Committee, if deemed necessary, by taking into account the Company’s ability. Implementation of Board of Commissioner’ Duties and Responsibilities in 2013.

Throughout 2014, Board of Commissioners has carried out its duties and responsibilities, including:

1. Supervising operational management with Board of Directors.
2. Providing advices to Board of Directors.
3. Visiting to view Company management directly.
4. Giving approval for the Company’s plan to carry out the capital increase through public offering of shares with Preemptive Rights.
5. Giving approval for the Company’s plan to purchase 3,500 telecommunication towers from PT. XL Axiata Tbk.

Composition of Board of Directors

 

 

Board of Directors’ Duties, Authorities and Responsibilities

Referring to Article 10 paragraph (5) of the Company’s Articles of Association, Board of Directors carries out its duties independently and there is no interference from other parties opposed to laws and regulations. Among the members of Board of Directors and between members of Board of Directors and Board of Commissioners there are no family relationship, either direct family relationship or family relationship due to marriage.

1. Running all activities relating to the Company management for the Company’s interests and in accordance with the Company’s goals and objectives and represent the Company both in and out of the court.
2. Board of Directors is authorized to:
   1. Setting the Company management policies.
   2. Arranging the handover of Board of Directors’ authority to one or several members of Board of Directors to make decisions on behalf of the Board of Directors, or to represent the Company in and out of the court.
   3. Regulating the employment.
   4. Appointing and dismissing the employees.
   5. Appointing and dismissing the Corporate Secretary.
   6. Undertaking any action regarding the management and ownership of the Company’s assets, and the Company’s relationships with other parties.
   7. In good faith and full responsibility, each member of Board of Directors performs his/her duties for the Company’s interests and business in accordance with existing laws.

Board of Directors Meetings

Board of Directors meetings is held through a direct meeting with the members of Board of Directors. Matters which are generally discussed at Board of Directors meetings include the performance and development of the Company, both financially and operationally. The meeting also serves as a forum where every member has the right to voice their opinions in order to reach a collective decision.

RISK MANAGEMENT

Along with the dynamic development of the Company over the years, the Company ensures that the risk management system applied is able to identify, mitigate and monitor the business risks that may affect the company’s performance. Application of risk management systems that is accurate and intensive is expected to provide sustainable benefits as follows:

1. Provision of information to management regarding exposure risks.
2. Improvement of methods and systematic decision-making process.
3. Assessment of risks inherent in each product or business activity.

Risk Profile

Some of main risks that give significant impact on the Company’s business activities are:

Risk Profile	Risk Mitigation
Operational Risk	Implementing systems and operational procedures and maintenance of equipment and towers and other supporting equipment periodically to ensure that the equipment are maintained and work properly. Insuring the majority of assets with sufficient value to minimize losses caused by natural disasters and calamities.
Legal Risk	Reviewing agreements carefully, including agreements with tenants, land owners and suppliers to anticipate the risk of a law suit. Thorough review of the rules and regulations governing the business license and the terms of the acquisition of a business license in an effort to avoid errors of interpretation and application of existing regulations in the future.
Financial Risk	Applying the principles of prudent financial. Wise, Prudent and Consistent financial planning. Maintaining financial ratios in an effort to obtain planned funding as scheduled with competitive terms. Entering hedge contracts against the risk of (i) fluctuations in foreign currency exchange rates in payment of interest and principal and also against the risk of (ii) volatile interest rates.

 

CORRUPTION AND GRATUITY PREVENTION

To guide the management and employees in carrying out sound business ethics, the Company has adopted an Anti-Corruption Policy that is applicable to Company’s Board of Commissioners, Board of Directors and all employees without exception. This policy is determined based on the Decree of Company’s Board of Directors dated August 27, 2012. The Company also appointed a Compliance Manager to ensure the Anti-Corruption Policy is enforced properly. Principles of the Anti-Corruption Policy, among others:

1. Unequivocal prohibition of corruption in any form.
2. Relationships with colleagues.
3. Regulation on policies on gifts, entertainments and travels.
4. Political contributions, donations, CSR and sponsorship.
5. Recruitment of former and active government officials.
6. Accuracy of record keeping and internal control.
7. Sanctions.
8. Compliance procedures.