CORPORATE SECRETARY CHARTER
PT. Indo Tambangraya Megah Tbk, and its subsidiaries, henceforth the Company, has made it a commitment to comply with the principle of and rules on good corporate governance and to observe the norms of corporate social responsibilities while seeking to attain its strategic intents of delivering values to shareholders and stakeholders. The Company has internalized Good Corporate Governance and Corporate Social Responsibility into its corporate documents. It has established within the Board of Commissioners a Committee on Sustainability, Good Corporate Governance, Nomination, Compensation and Audit & Risk Oversight Committee. To further assure the integrity of the Company as a responsible company the Corporate Secretary Charter, henceforth the Charter, is hereby issued by the Company’s Board of Directors.
CORPORATE SECRETARY FUNCTION
The Corporate Secretary function is designed as an organ of assurance to assist the Board of Directors and the Board of Commissioners in meeting obligations to comply with transparency, accountability, responsibility, independency and fairness as core elements of Good Corporate Governance and to observe responsibilities vis-à-vis the Company’s workforce, the communities with which the Company interact and the natural environment in which the Company operates. The Company firmly believes in the harmony between shareholders lasting interests and the Good Corporate Governance practices. The Corporate Secretary is prohibited to hold any other position concurrently in the Company and other public company. The Corporate Secretary and its members shall serve as good role models towards the Company’s ethical standards, including avoiding from any potential conflict of interest, abuse of material information with regard to the Company’s business for personal benefit and keeping confidential information.
The establishment of the corporate secretary function and the issuance of the Charter are aimed primarily at assurance that the Company’s actions are constantly aligned with the principles and rules of the corporate governance which the Company has adopted explicitly by way of formal decisions or implicitly through the promotion of corporate culture.
The issuance of the Charter is based on Financial Services Authority (Otoritas Jasa Keuangan / OJK) Rule No. 35/POJK.04/2014 (“POJK 35”) on Corporate Secretary of Issuers or Public Companies and the Indonesia Stock Exchange (“IDX”) Rule No. I-A on Corporate Secretary Function and the Company’s strategic intents and policies on Ggood Corporate Governance.
APPOINTMENT & DISMISSAL
4.1. The Corporate Secretary shall be appointed and dismissed through a decision by the Company’s Board of Directors.
4.2. In the case of a vacant holder of the Corporate Secretary position, the Company should appoint its replacement at the latest 60 (sixty) days as of the date of the vacant position.
4.3. During the vacant position, the Corporate Secretary position could be hold temporarily by a Director or a person appointed by the Board of Directors without having to fulfill the qualification stipulated in Article 5. This information on vacant position should be disclosed to the Company’s website with supporting information.
4.4. The Company has to report to IDX & OJK and disclose it to the Company’s website upon the appointment and dismissal of the Corporate Secretary at the latest 2 (two) working days as of the effective date of appointment and dismissal with supporting information.
QUALIFICATIONS & PROFESSIONAL DEVELOPMENT
The Corporate Secretary is expected to bring the best practice of corporate secretary function. The Corporate Secretary must domicile in Indonesia and is required to have a mastery of laws and regulations, good corporate governance, finance and good understanding related to ITM business or any relevant background that can support the function in the good corporate governance area and possesses excellent communication skills that are needed in interactions with the Board of Directors and Board of Commissioners as well as relevant government authorities, and commitment to a set of values which forms part of cultural identity of the Company. 5.2 Professional Development In order to support his/her duties and improve his/her competency, the Corporate Secretary must attend seminars, workshop and training in the related areas of Corporate Secretary.
ORGANIZATION OF THE CORPORATE SECRETARY FUNCTION
The Corporate Secretary could establish Corporate Secretary structure assisted by staffs with appropriate competency with the approval of the Board of Directors. The Corporate Secretary is responsible to the Board of Directors who set the key performance indicators of the Corporate Secretary Function.
RISK ASSOCIATED WITH THE CORPORATE SECRETARY FUNCTION
The Corporate Secretary identifies governance risks that the Company is exposed to following decisions and actions by the Board of Directors: - Governance Risk, that might arise among others from the non-compliance issues and the imbalanced right and obligation between the company organ and the stakeholders, - Company reputation or image, that might arise among others from the insensitivity of the company to response the stakeholders input or customer complaint or low product or service quality, or late response to the public questions or inappropriate media handling, etc.
POLICIES ON COMMUNICATION
As one of the main role of Corporate Secretary is to liaise between the Company with the OJK, SelfRegulatory Organization (“SRO”) and other stakeholders, the company set the following communication policy :
8.1 External Communications
All information released by the Corporate Secretary to the public shall be deemed as official information from the Company. - Information Disclosure Criteria of information that need to be disclosed to SRO and public shall be in compliance with the prevailing rules and regulations of OJK and IDX. Corporate Secretary shall obtain approval from the President Director or relevant Director for the information disclosures. The Corporate Secretary is also responsible to ensuring the availability of information on the company's website. - Communication on the Corporate Action Corporate Secretary in coordination with related function head shall ensure the provision of an appropriate and accurate information to the capital market regulators and investors should there are issues about ITMG with regard to corporate action or significant share price fluctuation or crisis management or material information that may affect the shareholders decision. - The communication to Investors/ Shareholders, and Media and Other Stakeholders The information dissemination to public shall comply with OJK and the IDX rules and regulations. Corporate Secretary shall liaise with relevant function for an immediate response to the important questions, critics or suggestion from public toward the company.
- The financial information provides to investors and or shareholders shall be through Investor Relations Function and it shall be factual and are not a projection or forecast information to avoid misinterpretation or false expectation of investors or shareholders toward the company future condition
- Communication to media shall be by the President Director or the assigned spoke person or Corporate Communication Function. In certain condition, the Corporate Secretary may response to the journalist within the standard holding statement prepared by Corporate Communication and/or Investor Relations.
8.2. Coordination with Company Secretary and Governance of Banpu Public Co.Ltd.
With regard to the release of Financial Statement, corporate action or non-periodical information disclosures to the capital market regulator and public, Corporate Secretary shall coordinate with Company Secretary and Governance function of BANPU Public Co. Ltd. to maintain equitable information to investors, shareholders or public.
8.3. Internal Communications
The Corporate Secretary communicates to all relevant organs of the Company strategic intents and programs pertaining to good corporate governance among the Company’s workforce. The Corporate Secretary ensures that the company’s governance standards remain high and up-to-date by reviewing the company’s policies on a regular basis (by keeping abreast of the latest developments in corporate governance, changes in the legal and regulatory framework, and international best practices.
INFORMATION ON LAWS AND REGULATIONS
9.1. The Corporate Secretary shall keep updated with development in the area of Capital Market rules and regulations
9.2. The Corporate Secretary informs and advice the Board of Directors and the Board of Commissioners on regulatory requirements, listing rules and legislation related to corporate governance entailed in new and amendments of existing laws and regulations from OJK and IDX.
MANAGEMENT OF SHAREHOLDERS MEETING
The Corporate Secretary assures that all legal and regulatory requirements on shareholders meetings are in compliance with by the Company. The Corporate Secretary makes the necessary preparation for the shareholders meetings, coordinates a smooth execution and submits to relevant authorities with the permission of the Board of Director. Report on the Shareholders meeting in full compliance with existing laws and regulations.
MANAGEMENT OF BOARD MEETINGS
The Corporate Secretary assures that the agendas of the Board of Directors and Board of Commissioners are drawn in accordance with existing laws and regulations and that the agendas are carried out in full. Corporate Secretary shall give feedback to the person in charge for the relevant board resolution for its follow up and execution.
SHARES ADMINISTRATION AND CORPORATE DOCUMENTS
The Corporate Secretary keeps a continuously update registry of shareholders and communicates any movements in shareholding to the Board of Commissioners in accordance with existing laws and regulations. The Corporate Secretary shall ensure that the minutes of meeting and corporate document (other than operation permits) including subsidiary companies corporate document be managed appropriately, update and shall be traceable whenever necessary and available for relevant function to access in the company portal.
INDUCTION TO THE NEW BOARD AND COMMITTEE MEMBERS
The Corporate Secretary facilities the induction of new members of the Board of Directors and Board of Commissioners and its Committee by informing them on their rights and responsibilities, informing them on the Company’s organizational structure, organizing for them site visits to the Company’s operations and introducing them to existing members of the Board of Directors and Board of Commissioners.
The Corporate Secretary submits reports to OJK, IDX and relevant authorities in full compliance with existing laws and regulations. The Corporate Secretary is authorized to automatically submit periodic routine reports in electronic forms but is obliged to seek permission from the Board of Directors in respect of non-routine reports.
Every year, in accordance with the company system and procedure the Corporate Secretary shall develop and propose the action plan and budget for the Board of Directors considerations. In addition, the Corporate Secretary shall also assist the Board of Commissioners and the Board of Directors to develop and manage their routine and capital expenditures as part of the company budget that needs the Board of Commissioners approval.
16.1. The Corporate Secretary is obliged to make a report on a regular basis at least once a year on the execution of the Corporate Secretary’s role & responsibilityto the Board of Directors also to the Board of Commissioners.
16.2. The Company shall disclose brief description on the execution of Corporate Secretary’s role & responsibility and information on the training and workshop attended by the Corporate Secretary in the Company’s annual report.
The Corporate Secretary shall conduct performance evaluation annually based on self-assessment for the Board of Directors’ approval covering the areas of Compliance of Corporate & Capital Market Regulation and Good Corporate Governance.
The Corporate Secretary Charter is approved by the Board of Directors of the Company for the purpose of being the practice guidelines and this Charter might be reviewed from time to time for adjustment to address the corporate governance development.
Approved by Board of Directors on 26 May 2015.