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Good corporate governance (GCG) has become a new imperative in doing business in Indonesia. The Company has responded to current developments by adapting universal principles of GCG and adjusting with Company’s needs and unique situation.
Changes in company law through the foundation of GCG practices in 2007 have been responded to by the Company by adjusting its governance practices, including changing its Article of Association.
In implementing the rules and regulations related to GCG, the Company also refers to the Indonesian Code of GCG published by National Committee on Governance and international best practices.
A. Implementing GCG Principles
| 1. |
Transparency
The Company implements transparency in accordance with hierarchy, procedures, rules, and regulations in its decision making and communication with stakeholders. The Corporate Secretary is responsible for managing documents and communicating with regulators about the decisions made. Company also starts to strengthen its internal information system to further enable transparency.
To capital market and financial stakeholders, the Corporate Secretary is responsible to ensure compliance to all capital market regulations in a timely manner. For all stakeholders, the Company has provided its website: www.intiland.com, which is accessible and regularly updated.
Disclosure Activities
Disclosure Activities |
Remarks |
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Analysts meeting |
19 – 20 September 2007 |
Public expose |
29 June2007 |
Shareholders’ meeting |
- Annual General Meeting of Shareholders:
29 June 2007
-Extraordinary General Meeting of Shareholders: 29 June 2007
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Media engagement |
11 times in 2007 |
Annual Report |
30 April 2007 |
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| 2. |
Accountability
Accountability is started by clarifying roles, function, and responsibilities of each of the company’s organs (i.e. Board of Commissioners and Board of Directors) and management.
Board of Commissioners (BoC) is accountable for supervising the Board of Directors (BoD) while the BoD is accountable for managing the Company and its assets. BoC and BoD will report to the General Meeting of Shareholders (GMoS). This accountability will be applied to all committees and management to ensure all roles and functions are carried out effectively.
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| 3. |
Responsibility
Implementing responsibility starts by ensuring the Company’s compliance to the rules and regulations. The Company’s responsibility to compliance must be explicitly followed by all BoC, BoD, and management. The BoC is responsible for ensuring the BoD’s compliance, while the internal audit monitors the compliance level of management.
The Company is also committed to implementing corporate social responsibility to build a mutual understanding with its stakeholders, including communities around the Company’s projects and properties.
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| 4. |
Independence
Independence is the basis of decision making for the best interest of the Company to ensure all of the Company’s organs could avoid conflict of interest. As a public company, GMoS has appointed three independent commissioners and an independent director to increase the quality of supervision and decision making. |
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Fairness
The Company ensures equal treatment of all shareholders to obtain adequate information. The Company follows the obligation of disclosure stipulated by the capital market regulator. The Company provides equal opportunity for all stakeholders to obtain information and give input through the website and meetings.
Internally the Company ensures that there is no discrimination against ethnicity, religion, or gender in human resources management.
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B. Company’s Organ
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Board of Commissioners
The Board of Commissioners (BoC) is responsible for supervising and providing advice to the BoD and ensuring that the GCG is implemented as stipulated in the Article of Association.
The Extraordinary Meeting of Shareholders on June 29, 2007, appointed six commissioners, including three independent commissioners.
In order to increase the effectiveness of supervision, the BoC established an Audit Committee in accordance with the current regulations.
BoC conducted six meetings in 2007. The first meeting was held on March 27, 2007, and was attended by all BoC members. The BoC received the Audit Committee report, the BoD report regarding the company’s development, and the financial report ending on December 31, 2006.
The second meeting was held on April 24, 2007, and attended by all BoC members. The BoC received the Audit Committee and BoD report regarding the finance report ending on March 31, 2007.
The third meeting was held on May 15, 2007 and attended by all BoC and Audit Committee members, and several BoD members. The meeting discussed the debt-to-equity proposal to Sumitomo.
The fourth meeting was held on July 24, 2007, and attended by all BoC and BoD members. This was the first meeting for the new BoC and BoD members appointed at the Extraordinary Shareholders Meeting on June 29, 2007. The meeting discussed Intiland Development’s re-branding strategy, the Audit Committee and BoD reports regarding the finance report ending on June 30, 2007, BoC and BoD remuneration, and the Intiland Development brainstorming.
The fifth meeting was held on October 30, 2007 and attended by 4 BoC members and proxies were received from the other 2 members. The meeting discussed the Audit Committee and BoD reports regarding the finance report ending September 30, 2007.
Last meeting was held on November 20, 2007, attended by five commissioners, discussing Intiland’s audit plan with Audit Committee and External Auditor.
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| 2. |
Board of Directors
The Board of Directors’ duty is managing the Company and its assets. The Company’s BoD is lead by a president director and several directors with designated job descriptions and responsibilities.
In general, BoD’s roles and responsibilities are managing the Company’s resources to achieve its vision and mission and considering stakeholders’ interest toward company. The president director is responsible for coordinating the board to fulfill its fiduciary duty effectively. The president director manages the Company along with other directors with focused job distribution of Jakarta Operations, Surabaya Operations, Finance, Capital and Investment Management, and Business Development.
After the Shareholder Meeting on June 29, 2007, the newly appointed BoD held intensive meetings. The first meetings were held from July 25-28, 2007, and were attended by all BoD members. The meeting discussed the internal as well as external review and plans, and several special issues including the company’s new vision and mission.
The next meeting was held on August 21, 2007, in Surabaya and attended by all BoD members and Surabaya project leaders to discuss the company’s three-month development. Meanwhile in Jakarta on August 27, 2007, BoD members held meetings with Jakarta project leaders to discuss the same issues. The next meetings were held from August 28-31, 2007, and attended by six BoD members.
Two months later on October 31, 2007, a meeting was held attended by BoD members and Jakarta project leaders to discuss the latest three-month development plan, and repeated the next day in Surabaya, attended by Surabaya project leaders.
On November 14-16, 2007, BoD members held a meeting attended by seven directors. The BoD received proxy from one director.
The total remuneration granted to the commissioners and directors of the Company in 2006 and 2007 was Rp 4.298 billion and Rp 4.499 billion respectively.
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| 3. |
Audit Committee
The Audit Committee is established to enhance the supervisory function of the BoC in ensuring GCG practice, maintain adequate internal control structure and process, increase the quality of disclosure and financial reporting, and conduct risk management.
In 2007, activities of the Audit Committee include ensuring business risk identification, effective and efficient operational control, quality of management and financial information, and Company’s compliance to the rules and regulations.
The Audit Committee held eight meetings in 2007. The first meeting was held on January 24, 2007, attended by all of the committee and BoD members. The committee also invited an external auditor from Osman Ramli Satrio dan Rekan public accountants (Deloitte) to discuss audit plan for Intiland.
The second meeting was conducted on February 6, 2007, attended by all committee members and BoD members, discussing the settlement of the main issues in the preliminary audit, including accounts receivables from related parties, loans and notes payable, and coordination with its subsidiaries’ auditors.
The third meeting was held on March 27, 2007, attended by all committee and BoD members. The meeting discussed the internal audit findings, the BoD’s progress report, a presentation and discussion of the December 31, 2006 financial report, and preparation for the Annual and Extraordinary General Meetings of Shareholders.
The fourth meeting was held on April 24, 2007, attended by all committee and BoD members. The internal audit findings and the 2007 first quarter financial report were discussed during the meeting.
The committee members, commissioners, and BoD attended the fifth meeting held on May 15, 2007, to discuss a debt to equity proposal to Sumitomo.
The July 24, 2007, it was the sixth meeting, two members of the committee attended and a proxy was received from one member of the committee. The BoD members also attended the meeting to explain the internal audit findings and present the second quarter financial report.
The seventh meeting was held on October 30, 2007 and attended by 3 members and received one proxy. The meeting discussed the findings of the internal audit, the third quarter financial report, preparation to conform with the new Company Law, and the nomination of an external auditor.
Together with the Board of Commissioners, Audit Committee held meeting with newly appointed External Auditor (Moore Stephens) on November 20, 2007, discussing Intiland’s audit plan.
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| 4. |
Corporate Secretary
The corporate secretary is the extension of the BoD for outreach to stakeholders, especially from the capital market, also helping the BoD ensure compliance to laws and regulations. The corporate secretary is also responsible for managing the Company’s information.
In general, the role of the corporate secretary includes ensuring communication between the Company and its stakeholders, especially financial and capital market stakeholders, and ensuring access to material information for stakeholders.
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Internal Audit
At Intiland, the internal audit is the realization of the BoD’s accountability. In implementing this accountability, the internal auditor reports directly to the BoD and develops coordinative communication with the audit committee. In 2007, the internal audit focused more on the audit of the operational activities and on identifying and improving the internal control system.
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C. Management System Application
In 1995, Intiland became the first developer in Indonesia to receive an ISO 9001:2000 certificate for its property management division. The Company’s success in obtaining the ISO certificate indicates that it has consistently applied the ISO standard in managing all of its properties, such as offices, apartments, and residential areas.
To provide a comfortable life for tenants, Intiland has ensured that all procedures, which include quality commitment from leaders and employees, clear responsibility and authority, planning, execution, controlling and evaluating, and human resources development, are carried out in accordance with international standards. The implementation of such procedures will lead to desired results.
The Company regularly conducts internal and external audits on its implementation of the ISO 9001:2000. Internal audits can be done whenever the Company deems it necessary to do so, while external audits are conducted twice a year by an independent auditor
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