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File: Corporate Governance Pdf 162232 | 301 302
company management good corporate corporate social profile discussion governance responsibility and analysis relationship of the board of commissioners governance with the board of directors 3 members of the board of ...

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                                        COMPANY                                 MANAGEMENT                               GOOD CORPORATE                             CORPORATE SOCIAL
                                          PROFILE                                 DISCUSSION                                 GOVERNANCE                                 RESPONSIBILITY
                                                                                   AND ANALYSIS
                          RELATIONSHIP OF THE BOARD OF COMMISSIONERS                                                          governance.
                          WITH THE BOARD OF DIRECTORS                                                                   3.  Members of the Board of Commissioners, individually 
                                                                                                                              or collegially, may gain access to information relating 
                          In general, the working relationship between the                                                    to the management of the Company including but 
                          Board of Commissioners and the Board of Directors is                                                not limited to information concerning Subsidiaries.
                          directed towards performing their duties and functions                                        4.  In the case of a request for information by the Board 
                          as Company bodies. The Board of Directors is in                                                     of Commissioners concerning a Subsidiary, such 
                          charge of running the Company’s operational activities                                              a request shall be channeled through the Board of 
                          and the Board of Commissioners is responsible for                                                   Directors. It is the authority of the Board of Directors 
                          overseeing the activities of the Board of Directors. To                                             to request such information from the Subsidiary 
                          that end, the working relationship between the Board                                                with its authority as a Shareholder.
                          of Commissioners and the Board of Directors shall                                             5.  The Board of Commissioners, together with the 
                          follow the following principles:                                                                    Company’s Board of Directors, will periodically 
                            1.    In order to maintain the independence of each of                                            conduct coordination meetings to discuss various 
                                  the Company’s bodies, any relationship between the                                          issues concerning the Company. In the coordination 
                                  Board of Commissioners and the Board of Directors                                           meetings, the President Commissioner serves 
                                  in the context of their respective duties and                                               as Chairman. In the event that the President 
                                  responsibilities, constitutes a formal relationship, in                                     Commissioner is unable to attend, they may appoint 
                                  the sense that it must be always in accordance with                                         another member of the Board of Commissioners as 
                                  an accountable mechanism or correspondence.                                                 their representative.
                                  Informal interactions may be undertaken by each                                       6.  Decision in the Board of Commissioners and Board 
                                  member of the Board of Commissioners and the                                                of Directors Coordination Meetings are binding for 
                                  Board of Directors, but these can not be used                                               all meeting participants.
                                  as formal policies, before the mechanisms or                                          7.  Any working relationship between the Board of 
                                  correspondence are accounted for.                                                           Commissioners and the Board of Directors is an 
                            2.  The Board of Commissioners shall respect the                                                  institutional relationship in the sense that the Board 
                                  function and role of the Board of Directors in                                              of Commissioners is a collective office representing 
                                  managing the Company as set forth in Company                                                all members of the Board of Commissioners so as 
                                  Law and the Company Statutes. Matters concerning                                            any working relationship between a member of the 
                                  the daily working relationship between the Board                                            Board of Commissioners with one or more Directors 
                                  of Commissioners and the Board of Directors,                                                should be known by all members of the Board of 
                                  which are not governed by the prevailing laws and                                           Commissioners.
                                  regulations, the Company’s Articles of Association, 
                                  the Good Corporate Governance Guide, the Code of 
                                  Conduct and this document will be further stipulated                                TOTAL AND COMPOSITION OF DIRECTORS 
                                  in accordance with an agreement between the                                         In 2018, the number and composition of the WIKA’s 
                                  Board of Commissioners with the Board of Directors                                  Board of Commissioners underwent changes as 
                                  according to the principles of good corporate                                       explained below.
                          Period of January 1 – April 24, 2018
                                                                   NAME                                                                                  POSITION
                            Bintang Perbowo                                                                         President Director
                            Chandra Dwiputra                                                                        Director of Operation I
                            Bambang Pramujo                                                                         Director of Operation II
                            Destiawan Soewardjono                                                                   Director of Operation III
                            Antonius N.S. Kosasih                                                                   Director of Finance
                            Novel Arsyad                                                                            Director of Human Capital and Development
                          PT WIJAYA KARYA (Persero) Tbk.                                                                                            Annual Report 2018
                                                                                                                                                                                                   301
                 QUANTUM TRANSFORMATION                                                                                PERFORMANCE                                    MANAGEMENT
                 FOR THE BEST OF THE NATION                                                                               HIGHLIGHTS                                        REPORT
                 Period of April 24 – December 31, 2018
                                                           NAME                                                                                      POSITION
                  Tumiyana                                                                                     President Director
                  Agung Budi Waskito                                                                           Director of Operation I
                  Bambang Pramujo                                                                              Director of Operation II
                  Destiawan Soewardjono                                                                        Director of Operation III
                  Antonius N.S. Kosasih*                                                                       Director of Finance
                  Novel Arsyad                                                                                 Director of Human Capital and Business Development
                  Danu Prijambodo                                                                              Director of Quality, Safety, Health and Environment
                 *)  As of January 31, 2019 the relevant person has been appointed as Member Board of directors of PT Savings Funds and Civil Servants Insurance (Persero) 
                    according to the Decree of the Minister of State Owned Enterprises Number: SK-31/MBU/01/2019.
                 BOARD OF DIRECTORS’ AFFILIATED RELATIONSHIPS 
                 The Board of Directors shall always act independently, in terms of no conflict of interest that may interfere with 
                 their ability to perform their duties independently and critically, whether in relation to each other or to the Board 
                 of Commissioners.
                 The Board of Directors has no financial relationship, management relationship, share ownership and/or family 
                 relationship with other members of the Board of Directors, Board of Commissioners and/or Controlling Shareholders 
                 or relationship with the Company so as it can perform its duties and responsibilities independently.
                 The Board of Directors shall not assume concurrent positions as a President Director or a Director of State-Owned 
                 Enterprises, Regional and Private Companies or other positions dealing with the management of the Company, as 
                 well as structural positions and other functional positions at central and local government agencies/institutions, 
                 and other positions in accordance with the provisions of the Company Articles of Association and other prevailing 
                 laws and regulations.
                 The criteria for affiliated relationships between members of the Board of Directors, Board of Commissioners and 
                 Controlling Shareholders include:
                   1.   Affiliated relationships between members of the Board of Directors and other members of the Board of Directors.
                   2.  Affiliated relationships between members of the Board of Directors and members of the Board of Commissioners.
                   3.  Affiliated relationships between members of the Board of Directors and the Majority and/or Controlling Shareholders.
                   4.  Affiliated relationships between members of the Board of Commissioners and other members of the Board of 
                        Commissioners; and
                   5.  Affiliated relationships between members of the Board of Commissioners and the Majority and/or Controlling 
                        Shareholders.
                 The independence of the Board of Directors can be seen in the table below:
                                        2018 Annual Report                                                                                               PT WIJAYA KARYA (Persero) Tbk.
        302
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