Investor

The latest investor relations information

Good Corporate Governance

The article below is in Bahasa Indonesia, pursuant to Bapepam-LK Regulation No.Kep-643/BL/2012, dated 7 December 2012.

KOMITE AUDIT

Komite Audit adalah Komite yang dibentuk oleh Dewan Komisaris dalam menjalankan fungsi pengawasan terhadap kinerja Direksi dan Tim Manajemen sesuai dengan prinsip-prinsip GCG. Pembentukan Komite Audit telah memenuhi semua peraturan Bapepam-LK.

  • Dasar Pembentukan
    Perseroan membentuk Komite Audit sebagai bentuk kepatuhan terhadap Peraturan Bapepam-LK No. IX.I.5. Selain itu, pembentukan Komite Audit sesuai dengan keputusan Ketua Bapepam Nomor Kep-29/PM/2004 jo No. Kep-643/BL/2012 tentang Komite Audit dan keputusan Direksi Bursa Efek Jakarta No Kep-305/BEJ/07-2004.
  • Struktur dan Keanggotaan
    Susunan anggota Komite Audit adalah sebagai berikut:1.Mien Sugandhi (Ketua)2.Wahyu Septiana (Anggota)3.Imam Sugiarto (Anggota)Piagam Komite Audit yang disahkan pada tanggal 24 Oktober 2012, menguraikan pendekatan umum dan tugas-tugas yang harus dilaksanakan Komite Audit. Pada tahun 2014 terdapat perubahan komposisi Komite Audit berdasarkan Berita Acara Rapat Dewan Komisaris PT Mitra Adiperkasa Tbk tanggal 14 Juli 2014.
  • Profil Komite Audit
    1.Ibu Mien Sugandhi (Ketua)Lahir pada 6 Oktober 1934. Menjabat sebagai Presiden Komisaris Perusahaan sejak tahun 2004, sekaligus sebagai Komisaris Independen sejak Juni 2005. Saat ini juga menjabat sebagai Komisaris Utama di Panen Lestari Internusa sejak tahun 2001. Gelar Doktor diraihnya dari Northern California Global University, Amerika Serikat pada tahun 2001 dan mengikuti pendidikan Kursus Singkat Angkatan (KSA) XI Lembaga Pertahanan Nasional (Lemhanas) pada tahun 2003.2.Bapak Wahyu Septiana (Anggota)Lahir pada 11 September 1960. Memperoleh gelar Diploma di bidang Akutansi dari Sekolah Tinggi Akuntansi Negara pada tahun 1988. Sejak tahun 2012 menjadi anggota Komite Audit Perusahaan.3.Bapak Imam Sugiarto (Anggota)Lahir pada 15 Juli 1959, beliau meraih Diploma di bidang Akuntansi pada tahun 1988. Sejak tahun 2014 menjabat sebagai anggota Komite Audit Perusahaan.

Code of Conduct

Maintaining high standards of ethical and legal conduct is central to MAP’s success.
All staff of MAP are expected to comply with applicable legislation as well as internal rules which are laid down in our code of conduct.
First implemented in 2001, our code of conduct sets forth the standards and expectation that all staff must fulfil at work.
It also serves as a guide to the way we conduct our business and forms the basis for decisions we take every day at MAP.

Culture of respect and equal opportunity
MAP is committed to promoting and maintaining a culture of respect and equal opportunity.
We do not discriminate on the basis of gender, religion, race, national or ethnic origin, cultural background, social group, disability or illness, marital status, age or political opinion.
Decisions pertaining to recruitment, promotions and other related areas are based solely on staff’s qualifications and merit.

Confidentiality
Everyone at MAP is expected to protect sensitive information by taking steps to maintain confidentiality, in order to prevent inappropriate disclosure.

Safe and healthy environment
MAP makes a conscious effort to ensure that our work environment and practices are safe, healthy and environmentally sound. Everyone at MAP is expected to act in full compliance with applicable safety, health and environment legislations.

Use of company’s assets
MAP provides the tools necessary to perform jobs. These tools are property of MAP and must not be used for personal interest.

Integrity
At MAP, we always follow legislation and reasonable business practices. We act at arm’s length and adhere to the highest standards of integrity and transparency. We avoid conflicts of interest, and always put the interest of MAP ahead of other personal and business interests.

Commitment to environmental responsibility
We are committed to environmental responsibility and takes steps to reinforce this commitment through environmental-responsible practices.

Risks & how we manage

MAP is subject to a variety of risks. It is crucial for the company to identify and control these risks to optimize shareholder value and ensure that a proper system of checks and balances is in place to effectively manage the risks without inhibiting business flexibility and operation.

Set forth below are the major risk factors associated with the Company. Additional risks not presently known to the Company, or currently deemed less material, may also have an adverse effect on the business.

Economic Risks

MAP’s operation is highly susceptible to the state of domestic, regional and global economic conditions. Changes in consumer confidence and the health of the economy may have a material adverse effect on our business in many ways, including slowing demand for our products and ultimately, our financial performance.

   

To mitigate exposures to such risks, external economic outlook is carefully considered and continuously monitored when developing strategies. We have a planning and management review process (including periodic monitoring of budgets and expenditures) to respond to changes in economic conditions.

Political & Social Risks

MAP may be impacted by political and social changes, increased scrutiny by authorities and political developments relevant to the retail sector. The Company tries to anticipate and contribute to important changes in public policy and has specified insurance policies as well as crisis management processes involving our CEO and senior management team to respond to emergencies and/or catastrophic events. Apart from covering operational risks pertaining to health and safety of employees and customers, the company is also protected by public liability insurance coverage. The Company is also covered up to a certain limit for possible business interruption.

Regulatory Risks

Our business and the retail sector as a whole are subject to a wide array of laws and regulations. Significant legislative changes and failure to comply with applicable laws and regulations could adversely affect our financial performance and operations.

However, the Company continuously monitors legal and regulatory compliance. We also regularly participate in discussions with regulatory authorities as well as the industry to provide feedback on regulatory reforms and developments in the retail industry.

Competitive Risks

The Company engages in intense competition with other retail companies. If we are unable to positively differentiate ourselves from other retailers, our results of operations could be adversely affected. To circumvent competition, we create an attractive value proposition through a careful combination of price, product assortment, convenience, customer service and marketing efforts. We also continue to invest heavily in innovation and technologies to build customer satisfaction and loyalty, providing many compelling reasons to shop with MAP.

New Business Risks

As part of our aggressive growth strategy, a substantial part of our business is dependent on our ability to invest in new growth areas to create new revenue streams, and make trend-right decisions. Failure to predict constantly changing consumer preferences, spending patterns and other lifestyle decisions may lead to deterioration in our financial results. There are no guarantee that the Company will achieve success in all new ventures. However, to mitigate risks, we conduct market feasibility studies before acquiring new brands or venturing into new cities or malls.

Partnership Relations Risks

While we do not own many of the brands in our portfolio, MAP plays a highly significant role and much of our success depends on the relationship we uphold with principals as well as the strength and popularity of the respective brands.

Either with the brand, or with its principal, there is no assurance that the Company will be able to maintain these relationships. To address the possible risks of principal’s termination or failure to renew existing contracts, we set out a clearly defined partnership strategy – while improving relations with our brands’ principals.

Financial Risks

The principal financial risks faced by the Company include changes in foreign currency, interest rate, market liquidity/funding, and access to financing resources. To hedge exposure to these risks, the Company established policies, guidelines and control procedures to manage and report exposure to such risks.

Litigation

We face risks of litigation and regulatory investigation and actions by regulators or private parties in connection with our operations. Any substantial legal liability or regulatory action could have a material adverse effect on our business, results of operations, financial condition, cash flows, reputation and credibility. To protect the Company from these risks, MAP takes great care in complying with regulations. The Company has also put in place contract policies to manage contractual agreements with principals, vendors, third party strategic partners and customers.

WHISTLEBLOWING SYSTEM

Whistleblowing System is a mean of communication that handles complaints in a responsive, transparent, safe and responsible manner, which guarantees the confidentiality and security of the whistleblower in conveying allegations of irregularity or breach of Company policy and provision. The system is a fairly reliable method and a key tool in our efforts to uphold the implementation of good corporate governance. The company has implemented the Whisteblowing system since October 2010.

Whistleblower is an employee or other individual associated with MAP who in good faith reports what they believe to be a breach of Company policy.

The company recognizes that the success of the whistleblowing system is determined by several factors, namely the commitment of management, dissemination, understanding and acceptance of all employees as well as a tangible follow-up. The Company has executed all of the success factors flawlessly to date.

The Company’s philosophy in the implementation of whistleblowing system is: “Everyone associated with the Company are required to oversee and take responsibility of themselves and their surroundings.”

Ethical reporting standards applicable in this system are as follows:

  1. Any complaint or disclosure on any allegation should be informed through facilities that have been provided, e.g. telephone, SMS, BBM, e-mail and snail mail addressed to the Hotline Service
  2. The whistleblower should provide a sufficient identity information which includes: name, address and employee ID (specifically for employees of the Company)
  3. The whistleblower must provide a telephone number at which he or she can be contacted
  4. The whistleblower must fill in and submit the whistleblowing form for administration purposes
  5. During the investigation process, confidentiality, presumption of innocence and professionalism must be prioritized
  6. Confidentiality of whistleblower’s identity is guaranteed by the Company

Several key aspects in implementing the Company’s whistleblowing system include:

  1. StructureBased on management discussionIn accordance with the Law on Witness and Victim Protection (Law No. 13/2006).Policy: Whistleblowing process, information that can be accepted and be accounted for, follow-up action, confidentiality and protection of whistleblower.
  2. ProcessMonitor technical implementationUtilize a tool for assisting preliminary analysis of informationMaintain records or documentation of all complaints received Expertise to receive and examine a reportPeriodically assess the effectiveness of the whistleblowing system
  3. PeopleCompliance to ethical reporting standardsConduct socialization to encourage the realization of an ethical and responsible culture in the workplaceBuild whistleblower’s trust in the process

Process for dealing with whistleblowing disclosures are as follows:

  1. Manager and/or General Manager of Internal Audit receive complaints or disclosure from the whistleblower through the hotline service (telephone, SMS, BBM, e-mail and mail).
  2. Manager and/or General Manager of Internal Audit and team carry out investigation to find evidence and conduct interrogations to obtain written acknowledgement from the related parties.
  3. The Internal Audit Unit will produce a report of investigation result for complaints that are proven true, by attaching the evidence and statements from the parties concerned. As for complaints that have not been proven, implementation of audit will be terminated or put on hold pending further information from the whistleblower.
  4. Report of the investigation result will be submitted to the Industrial Relation Department for further follow-up.
  5. The Industrial Relation Department will then – alone or together with the Case Centre Department – initiate disciplinary action against the wrongdoer, including hand over to the police authority if deemed necessary.

GUIDELINES OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS

Board of Commissioners

  1. Work Ethics
    The Board of Commissioners is elected and appointed by the General Meeting of Shareholders to represent the interest of shareholders. Mainly to carry out supervision towards discretion of the Company’s management performed by Board of Directors, to provide advice to Board of Directors in implementing Company’s management and to ensure the implementation of Good Corporate Governance (GCG) in all Company’s activities, at all levels, across the Organization. In performing its supervisory duties, The Board of Commissioners is not involved in the decision-making of the Company’s operational activities, except under provision of Articles of Association or provision of laws of regulations.
    The Board of Commissioners is obliged to perform its duties and responsibilities independently, in order to support the effectiveness of its duties and responsibilities, the Board must create a supporting committee in which all members are considered independent. The Independent Commissioners and other independent members are intended to create a check and balance system, to avoid any conflict of interests in the implementation of their duties and to protect the interests of stakeholders, especially funders and minority shareholders.
  2. Work Hours
    The Board of Commissioners is obliged to provide sufficient time to carry out their duties and responsibilities optimally. Indicators are based on allocated working time for each relevant member, and level of attendance at relevant meeting.
  3. Meetings
    1. Meeting Arrangements
      1. The Board of Commissioners is obliged to meet with Board of Directors at least 1 (one) time in every quarter.
      2. The Board of Commissioners is obliged to conduct a meeting at least 1 (one) time in every 2 (two) months.
      3. Meeting of the Board of Commissioners can be convened if majority of members are in attendance. Physical attendances of all Board of Commissioners members are compulsory in the event of strategic policy evaluation/stipulation and realization of Company’s business plan.
      4. Attendance of Board of Commissioners members in the meeting must be stipulated in the Company’s annual report.
      5. In the event that a Board of Commissioners member is unable to attend a meeting, then the member may attend the meeting through electronic conferencing, by completing the following:
        1. Basis of the meeting decision through electronic conferencing;
        2. Evidence of meeting through the use of recording;
        3. Minutes of meeting signed by all Board of Commissioners members, both that attend physically and through teleconferencing.
      6. The Board of Commissioners shall schedule a meeting of the Board of Commissioners for the following year before the end of the financial year.
    2. Meeting Location
      Meeting of Board of Commissioners may take place in the Company’s headquarters or at the Company’s main operational activities.
    3. Requesting and Summoning for Meeting
      1. Subject who may request for a Board of Commissioners meeting:
        1. President Commissioner.
        2. 2 (two) or more Board of Commissioners members.
        3. Request from the Board of Directors’ meeting.
      2. Summoning of the Board of Commissioners meeting is done through a meeting invitation signed by the President Commissioner, or if unavailable, must be signed by another member of the Board of Commissioners.
      3. Invitation to the meeting is delivered by the Corporate Secretary, and shall stipulate the following:
        1. Meeting Agenda;
        2. Date and Time;
        3. Location and Execution of Meeting.
      4. Delivery of invitation to all Board of Commissioners members may be submitted directly (fax, email), or through a written letter along with a receipt/confirmation, at least 3 (three) days prior to the date of the meeting. Receipt/confirmation of the invitation must be well kept/documented by the Corporate Secretary.
      5. Board of Commissioners’ meeting may be conducted even without the attendance of the President Commissioners, and does not require a written statement by the President Commissioner, but on the condition that a minimal ½ (half) of all current Board of Commissioners members attend.
      6. The summon is not required (through invitation) and may be held anywhere and is entitled to make a legal and binding decision if all Board of Commissioners member are in attendance or represented through a power of attorney to other Board of Commissioners members.
      7. The Meeting agenda are set based on matters that will be brought by the Board of Commissioners, Board of Directors, or Shareholders).
    4. Meeting Preparation
      1. Corporate Secretary must prepare the materials required for the Board of Commissioners meeting, including among others:
        1. Presentation file (soft copy dan hard copy)
        2. Hardware equipments including computer, infocus, laser pointer, etc.
      2. Should the Meeting Agenda is derived from the Board of Directors’ request, members of the Board of Directors must propose a written Meeting Agenda and signed by the relevant Director to be handed to the Corporate Secretary.
      3. In the event the meeting is cancelled by the Meeting Organiser, then the cancellation must be informed to the Corporate Secretary through a written letter 2 (two) working days prior to the day of the meeting.
      4. Corporate Secretary may act as a recorder of the minutes of a meeting.
      5. Aside from the Board of Commissioners members, recorder of the minutes of meeting, and other guests included in the invitation, other Staff/Officials may not enter the room except with agreement from the Attendees.
    5. Execution of Meeting
      1. The meeting shall be chaired by the President Commissioner, and if the President Commissioner is unable to attend, the meeting shall be chaired by an appointed member of the Committee.
      2. If there is an urgency that a Staff/Official must see a Board of Commissioners member attending the meeting, then the related Staff/Official must first seek permission from the Corporate Secretary.
      3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced the an Alternate Director.
      4. If there is an additional agenda that will be presented that was not formerly included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Commissioners members, with the result of the decisions to be included in the minutes of meeting.
    6. Decision of Meeting
      1. Decision of the Board of Commissioners Meeting shall be conducted by consensus.
      2. Decision of the Meeting is considered legal and binding if ½ (half) of the Board of Commissioners members that are in attendance or represented at the meeting.
      3. If there is a failure to attain mutual consensus, the decision shall be adopted based on majority votes. Decision of the Meeting is considered legal if approved by more than 50% (fifty percent) of the Board of Commissioners members that are in attendance and/or represented at the meeting. In the case of unattained votes, the proposal is consideren rejected.
      4. All decisions made at the Board of Commissioners Meeting are binding to all Board of Commissioners members.
      5. Each Board of Commissioners member is entitled to have 1 (one) vote and an additional 1 (one) vote for each Board of Commissioners member they may represent based on Power of Attorney Letter. Any member that may have a conflict of interest is prohibited from casting their vote.
      6. Any Board of Commissioners member may express dissenting opinions in the Meeting along with a clear reason.
      7. Casting of votes towards someone is done by closed ballot without any signature.
      8. The Board of Commissioners may also make a valid decision without conducting a Board of Commissioners Meeting, with provision that all Board members are informed through a written letter and have given their approval on the proposed matter on a written letter along with their signatures. The decision made through the above method has the same power as the Meeting.
    7. Minutes of Meeting
      1. Resolution of the Board of Commissioners Meeting shall set forth in the minutes of meeting, including any dissenting opinion with its related reason.
      2. The Minutes of Meeting must be submitted within a maximum 3 (three) working days after the Board of Commissioners’ Meeting.
      3. The Minutes of Meeting must be signed by the Chairman of the Meeting and one of the Board of Commsioners’ member at the event of the Meeting.
      4. The signed Minutes of Meeting must be distributed to all Board of Commissioners members in a closed envelop and signed as “Confidential“. All Board members is given the chance to convey their objections and or corrections at least 10 (ten) days after Minutes of Meeting submission.
      5. The Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

Directors

  1. Work Ethics
    The Board of Directors is an organ of the Company, which is fully authorized and responsible for the management of the Company for the benefit of the Company, in accordance with the purpose and objective of the Company and shall represent the Company both inside and outside the court in accordance with the provisions of the Articles of Association.
    In carrying out the management of the Company, Members of the Board of Directors are prohibited to confer their duties through a Letter of Attorney to another party, resulting in transfer of duties and functions. Board of Directors members are obliged to ensure the implementation of GCG in all Company’s activities, at all levels, across the Organization, by creating the required Working Committees. The Board of Directors is responsible for the implementation of their duties to the shareholders through General Meeting of Shareholders, and is personally liable for any loss of the Company caused by the fault or negligence of the Directors in performing their duties.
  2. Work Hours
    The Directors must provide sufficient time to run and is responsible for the management of the Company in accordance with the Company’s working hours.
  3. Meetings
    1. Meeting Arrangements
      1. The Directors are obliged to meet with the Board of Commissioners at least 1 (one) time in every quarter.
      2. The Directors are obliged to hold periodic meeting at least 1 (one) time in every month.
      3. Meeting of the Directors may be held if attended by a majority of all members of the Directors.
      4. Attendance of Board of Directors members in the meeting must be stipulated in the Company’s annual report.
      5. In the event a meeting is held outside the scheduled timing, the Meeting Agenda must be distributed to all attendances prior to the meeting.
      6. The Directors’ meeting must be convened in the event of any strategic policy and decision making changes, including decisions that may significantly affect the Company’s financial and/or relate to budget, Organization Structure, and/or third party.
      7. All Directors must physically attend the meeting, and any absent of a Board of Directors’ member must be accompanied by a written letter, along with a reason of absence.
      8. The Directors shall schedule a meeting of the Board of Directors and a Joint Meeting with the Board of Commissioners for the following year, before the end of financial year.
    2. Meeting Location
      Meeting of Board of Directors may take place in the Company’s headquarters or at the Company’s main operational activities, or anywhere else. Results from the Meeting are eligible and binding.
    3. Requesting and Summoning for Meeting
      1. Subject who may request for a Board of Directors meeting:
        1. President Director.
        2. 1 (one) or more Board of Directors members.
        3. Board of Commissioner meeting.
        4. A written request from 1 (one) shareholder or more who collectively represent 1/10 (one tenth) part of the entire shares with legal voting rights.
      2. Invitation to the meeting is summoned and signed by the President Director or an Alternate Director, in the event of the President Director is unavailable.
      3. Invitation to the meeting is delivered by the Corporate Secretary, minimal 1 (one) working day prior to the meeting. The invitation shall stipulate the following:
        1. Meeting Agenda
        2. Date and Time
        3. Location of Meeting
      4. Corporate Secretary delivers the invitation to the Directors along with a receipt. The receipt will then be kept by the Corporate Secretary.
      5. The Directors Meeting may be conducted without a prior invitation, and may be held anywhere, and is entitled to make a legal and binding decision if all Directors are in attendance or represented through a power of attorney.
      6. The Meeting Agenda are set based on matters that will be brought by the subject who requests the meeting.
    4. Meeting Preparation
      1. Corporate Secretary must prepare the materials required for the Board of Directors meeting, including among others:
        1. Presentation file (soft copy dan hard copy)
        2. Hardware equipments including computer, infocus, laser pointer, etc.
        3. List of attendance
      2. Materials to be presented in the meeting must be delivered (in hard copy) along with the invitation to the meeting.
      3. If there is a Working Unit that will perform a presentation, then the Director of the related Working Unit must be present at the time of the presentation, and the Working Unit must attain approval from the related Director.
      4. The related Director must state in a written format the Meeting Agenda, the related Form must be signed by the related Director and handed to the Corporate Secretary.
      5. If a Director is unable to attend, the related Director must inform the Corporate Secretary at least 1 (one) day prior to the meeting.
      6. Corporate Secretary may act as a recorder of the minutes of meeting.
      7. Aside from the Directors, recorder of the minutes of meeting, and other guests included in the invitation, no one is allowed to enter the room.
    5. Execution of Meeting
      1. The meeting shall be chaired by the President Director. If the President Director is unable to attend, the President Director shall appoint another member of the Board to chair the meeting.
      2. If there is an urgency that a Staff/Official must see a Board of Directors member, then the related Staff/Official must first seek permission from the Corporate Secretary.
      3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced by an Alternate Director.
      4. If there is an additional agenda that will be presented that was not previously included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Directors members, with the result of the decisions to be included in the minutes of meeting.
    6. Decision of Meeting
      1. Decision of the Board of Directors Meeting shall be conducted by consensus.
      2. Decision of the Meeting is considered legal and binding if ½ (half) of the Board of Directors members are in attendance or represented at the meeting.
      3. If there is a failure to attain mutual consensus, the decision shall be adopted based on majority votes.
      4. All decisions made at the Board of Directors meeting are binding to all Board of Directors members.
      5. Each Board of Directors member is entitled to have 1 (one) vote and an additional 1(one) vote for each Board of Directors member they may represent based on Power of Attorney Letter.
      6. Any Board of Directors member may express dissenting opinions in the Meeting along with a clear reason.
      7. A Director who has a conflict of interest should not be involved in the process of decision making related to the matter in which he/she has a conflict.
      8. Casting of votes towards someone is done by closed ballot without any signature.
      9. The Board of Directors members are able to adopt the decision without conducting a Board of Directors meeting, by informing Board of Directors members in writing and all members approved the proposal submitted in writing by signing the circular resolution.
      10. The decision made in the above communication is valid and has the same legal authority with the decision made in the Board of Directors meeting.
    7. Minutes of Meeting
      1. The resolutions of the Board of Directors meeting must be written clearly in minutes of meetings, and will be distributed amongst all Board of Directors members and documented properly. Dissenting opinions occurring the meetings of the Board of Directors must be clearly contained the minutes of meetings accompanied by the reasons for such dissenting opinions.
      2. The resoluctions of Joint Meeting between the Board of Directors and the Board of Commissioners must be written clearly in minutes of meetings, signed by attended Commissioners and Directors, and distributed to all Board of Commissioners and Board of Directors members, and documented properly, including any dissenting opinions occurred at the meeting accompanied by the reasons for such dissenting opinions.
      3. If there is a member that does not wish to sign the Minutes of Meeting, said member must state the reason in a written letter that will be attached to the Minutes of Meeting.
      4. The minutes of meeting serve as valid evidence about the decision taken at the meeting.
      5. The minutes of meeting will be distributed within 2 (two) working days after the meeting held.
      6. The signed Minutes of Meeting must be distributed to all Board of Directors members in a closed envelop and signed as “Confidential“. All Board members are given the chance to convey their objections and or corrections at least 10 (ten) days after Minutes of Meeting submission.
      7. The Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

Joint Meeting between Board of Directors and Board of Commissioners

  1. Meetings
    1. Meeting Arrangements
      1. The Board of Directors shall meet with the Board of Commissioners regularly at least once every four months.
      2. Attendance of Board of Commissioners and Directors members in the meeting must be stipulated in the Company’s annual report.
      3. The Board of Directors shall schedule a meeting with the Board of Commisioners for the following year before the end of the financial year.
    2. Meeting Location
      The Joint Meeting may take place in the Company’s headquarters or at the Company’s main operational activities, or anywhere else. Resolutions of the Meeting are eligible and binding.
    3. Requesting and Summoning for Meeting
      1. Subject who may request for a Joint Meeting:
        1. President Commissioner
        2. 2 (two) or more Board of Commissioners members.
        3. President Director.
        4. Board of Commissioners meeting.
        5. Request from the Board of Directors meeting.
        6. 2 (two) or more Board of Directors members.
      2. Summoning of the invites is done through a meeting invitation signed by the President Commissioner or the President Director, in the event that the President Commissioner is unavailable.
      3. Invitation to the meeting is delivered by the Corporate Secretary, and shall stipulate the following:
        1. Meeting Agenda;
        2. Date and Time;
        3. Location of Meeting;
      4. Delivery of invitation to all Board members is submitted by the Corporate Secretary, it may be submitted directly (fax, email) or through a written letter along with receipt/confirmation, at least 3 (three) working days prior to the date of the meeting. Receipt/confirmation of the invitation must be well kept/documented by the Corporate Secretary.
      5. Joint Meeting may be conducted even without the attendance of the President Commissioner, and does not require a written statement by the President Commissioner, but on the condition that a minimal ½ (half) of all current Board of Commissioners members attend.
      6. The summon is not required (through invitation) and may be held anywhere, and is entitled to adopt a legal and binding resolution, if:
        1. Meeting is attended by all Board of Commissioners members or if unavailable, the Director is represented by another Board of Commissioner member based on the power of attorney letter;
        2. Meeting is attended by all Board of Directors members or if unavailable, the Director is represented by another Board of Director member based on the power of attorney letter;
        3. The party requesting the meeting attends or represented.
      7. Meeting Agenda are set based on matters that will be brought by the Board of Commissioners, Board of Directors, or Shareholders).
    4. Meeting Preparation
      1. Invitation and Meeting Agenda to the Joint Meeting must be delivered to each member of the Board of Commissioners and Board of Directors at least 5 (five) days before the meeting is convened.
      2. Corporate Secretary must prepare the materials required for the Joint Meeting, including among others:
        1. Presentation file (soft copy dan hard copy)
        2. The material for the Joint Meeting must be received by the Corporate Secretary at least 3 (three) days before the meeting is convened, and delivered to the invitees at least 2 (two) days before the meeting is convened.
        3. Hardware equipments including computer, infocus, laser pointer, etc.
        4. If the Meeting Agenda is submitted by the Board of Directors, then all Board of Directors members must fill in the Proposal of Meeting Agenda Form (Attachment 1). This form must be signed by the related Board of Director member and submitted to the Corporate Secretary.
      3. If the party requesting the meeting cancelled, then such cancellation must be inform to the Corporate Secretary 2 (two) days before the meeting is convened.
      4. Corporate Secretary may act as a recorder of the minutes of meeting.
      5. Aside from the Board of Commissioners members, Board of Directors members, recorder of the minutes of meeting, and other guests included in the invitation, no other Staff/Officials may enter the room except with approval from the Attendees.
    5. Execution of Meeting
      1. The meeting shall be chaired by the President Commissioner, and if the President Commissioner is unable to attend, the President Commissioner may appoint another Board of Commissioners member to chair the meeting.
      2. If there is an urgency that a Staff/Official must see a Board of Commissioners or Board of Directors member attending the meeting, then the related Staff/Official must first seek permission from the Corporate Secretary.
      3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced the an Alternate Director.
      4. If there is an additional agenda that will be presented that was not formerly included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Commissioners and Board of Directors members, with the result of the decisions to be included in the minutes of meeting.
    6. Decision of Meeting
      1. Decision of the Joint Meeting shall be conducted by consensus.
      2. Decision of the Meeting is considered legal and binding if ½ (half) of Board of Commissioners members, and ½ (half) of Board of Directors members are in attendance or represented at the meeting.
    7. Minutes of Meeting
      1. Resolutions of the Joint Meeting shall be set forth in the minutes of meeting, must be submitted within a maximum 3 (three) working days after the meeting is convened, signed by all attending Board of Commissioners and Board of Directors members, and distributed to all Board of Commissioners and Board of Directors members.
      2. If there is a Board member that does not wish to sign the Minutes of Meeting, said member must state the reason in a written letter that will be attached to the Minutes of Meeting.
      3. Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

Pursuant to Bapepam Rule No. IX.I.7 on the formation and Charter’s guidelines on Internal Audit Unit, the Company established an Internal Audit Unit on 7 December 2009. The Internal Audit Unit was established to improve the efficiency and effectiveness of the Company’s operations, including risk management governance. The Internal Audit Unit is neutral and operates independently from other business activities of the Company.

Duties and responsibilities of the Internal Audit Unit include, among others, the development and execution of the Annual Internal Audit Plan – as well as the testing, evaluation and  implementation of internal control and risk management system. The Internal Audit Unit also conducts evaluation and assessment of various key corporate functions including finance, accounting, operations, human resources, marketing and information technology. Another responsibility of the Audit Internal Unit is to conduct Investigative Auditing if deemed necessary to protect the Company’s interest.

The Internal Audit Unit monitors, analyzes and reports the Follow-Up Auditing process to ensure all internal audit findings and related recommendations are properly addressed. In carrying out its responsibilities, the Internal Audit Unit works closely with the Audit Committee.

Independency, integrity, honesty and objectivity, as well as the quality of audit implementation are always upheld based on Code of Ethics by the Internal Auditor. All audit results are submitted to the organizational unit to be evaluated – as well as the President Director and Board of Commissioners.

Since 7 December 2009, Jeanne Widjaja has been the Head of Internal Audit Unit at MAP, appointed based on the Decree of the President Director 286/PERS/KET/MAP/XII/2009.

Jeanne Widjaja. Indonesian citizen, born in 1960. Started her career at MAP in 1990 and has been with the Company since then. She has served as the Head of Internal Audit Unit since 2009. Formerly, she served as Assistant Manager of Finance and Accounting at PT Jembatan Emas Buana from 1988 to 1990, and Office Finance & Accounting Supervisor at PT Alam Raya Group from 1984 to 1988. She earned her Bachelor’s Degree in Accounting from University of Atma Jaya in 1985.