In line with the change of corporation status to be a State-Owned Enterprise, Good Corporate Governance becomes a mandatory item to be well implemented in the Company pursuant to the Ministerial Regulation of State-Owned Enterprise PER-01/MBU/2011 concerning Implementation of Good Corporate Governance at State-Owned Enterprises. This implemen-tation also plays an important role in the achievement of Company Vision and Mission. Every business activity shall be pursuant to Good Corporate Governance Policy specially designed to optimize Corporate Value. It is not merely compliance to Regulation, the principles of Good Corporate Governance is adopted into corporate culture to provide Stakeholders’ interest with a protection.
We are committed to continuously and consistently implementing Good Corporate Governance in all business aspects as the effort to enhance Company performance for its sustainability in a very competitive and dynamic current business era. The Stakeholders surely expect for better Company governance, boosting up the Company to run the business based on the principles of transparency, accountability, responsibility, independency and fairness.
In its implementation, the Company has issued some GCG soft structures such as :
GCG becomes a corporate necessity to achieve added value for Shareholder and Stakeholders as well as to improve Company competitiveness. Therefore, the Company has issued GCG Manual as guidance in determining and running Company policies.
Code of Conduct is the foundation to perform the duties and responsibilities as part of GCG implementation. This code is designed to make sure that all corporate position levels have commitment to GCG principles. This commitment is manifested in writing on signing of a document called “Declaration of Inalum Citizen’s Commitment “
This code has been continuously socialized to all Inalum citizens to provide better understanding on Code of Conduct. Subsequently, every Inalum citizen is obligated to sign the declaration of commitment for implementation of GCG.
This code also explains about provisions to every Inalum citizen in making interaction and having ethics internally and externally.
The Company has issued Charter of BOC, BOD, Audit Committee and Internal Audit. This charter is made as guidance in performing the duties and responsibilities based on GCG principles
The Board of Commissioners 'Charter of Procedure in carrying out its duties and functions, the Board of Commissioners is guided by the Board of Commissioners' Working Procedure Charter which was updated on December 22, 2015. The Charter is based on the Company's legal principles, applicable legislation, provisions of the Articles of Association , provisions of the General Meeting of Shareholders and the principles of GCG.
Our Board of Commissioners Charter contains the legal bases used; membership, term of office, provisions regarding multiple positions, filling in vacant members of the Board of Commissioners, dismissal by the GMS, resignation of members, program for the introduction of new members of the Board of Commissioners; duties, authority, obligations, division of labor policies among members, decision-making policies of the Board of Commissioners, meeting rules and decision-making mechanisms, supporting organs including the Board of Commissioners Secretariat and Audit Committee, as well as training and learning programs of the Board of Commissioners.
On December 22, 2015, the Board of Commissioners renewed the Board of Commissioners' Work Guidelines. The main points of change are mainly on improving the policies of the Board of Commissioners in supervising and providing advice on the policies of the Board of Directors regarding risk management, internal supervision units, financial accounting and reporting aspects, quality and service, procurement of company goods and services, management and development of SDM including levels HR career, follow-up assessment of GCG, and others. In line with the Company's plan to conduct business development through its subsidiaries, the Board of Commissioners also added a policy for overseeing the management of the Subsidiaries / Joint Venture companies as well as the proposals of the Directors and Board of Commissioners of the Subsidiaries / Joint Ventures.
The Charter of the Board of Directors was ratified in 2014 and prepared so that the duties and authorities as well as the working mechanism of the Board of Directors can run efficiently, effectively and consistently and still pay attention to the principles of GCG.
The objectives of this charter are:
1. The clearer tasks and responsibilities of the Board of Directors and the working relationship between the Board of Directors and the Board of Commissioners
2. Simplify organs under the Board of Directors and organs under the Board of Commissioners to understand the duties and responsibilities of each and the relationship between these organs.
INALUM's Board of Directors Charter includes the following: legal basis, basic principles and mechanism / working relationship with the Board of Commissioners, terms of office of directors, duties and authorities of directors, including the authority of the Board of Directors and Managing Directors who must obtain approval from the Board of Commissioners and / or GMS , obligations, provisions for the preparation and submission of the Company's Long Term Plan and Corporate Budget and Work Plan, Risk Management and Internal Control Systems, Directors' meetings and decision making, supporting organs of the Internal Audit Unit and Corporate Secretary, relations with subsidiaries, introduction programs Company, and other provisions governing the Board of Directors in carrying out their functions.
In carrying out its duties, the Company has compiled and ratified the Audit Committee Charter through the Decree of the Board of Commissioners No. PC07 / 05/2014 concerning PT Indonesia Asahan Aluminum (persero) Audit Committee Charter. This Charter aims to ensure that in carrying out their duties and responsibilities, the Audit Committee has work reference standards and can work transparently, accountably, professionally, objectively, independently and efficiently and can be accounted for in accordance with the applicable laws and regulations. The Audit Committee is appointed and formed by the Board of Commissioners who works collectively, independently, objectively, professionally and transparently to assist and strengthen the functions of the Board of Commissioners in carrying out the oversight function of the financial reporting process, conducting audits, internal control and GCG implementation carried out by the Directors in managing The company and is able to optimize the mechanism of checks and balances which in the end is aimed at providing optimal protection to Shareholders and other stakeholders.
The Internal Audit Charter is used to streamline the functions and roles of the Internal Auditor in developing aspects of governance, risk management, and corporate control that are the responsibility of the directors. With the stipulation of the Internal Audit Charter, it is expected that the Internal Auditor can exercise his authority, duties, and responsibilities competently, independently and accountably.
This Charter was determined by the Board of Directors on May 14, 2014 and approved by the Board of Commissioners on June 17, 2014. The Internal Audit Charter regulates matters that can support the functions and performance of the Internal Auditor, including the purposes and objectives of the Internal Audit charter, the structure and position of the Internal Auditor, the requirements and obligations of the Internal Auditor, the duties and responsibilities of the Internal Auditor, authority, code of ethics, relations with other parties, and follow-up on the results of the audit.
Board of Commissioners (BOC) consists of 6 (six) persons having their duties and responsibilities collectively to carry out monitoring and give advice to Directors as well as ensure GCG implementation in the Company. Board of Directors (BOD) consists of 4 (four) persons having full responsibilities for the Company operation for the purpose of Company interest and objectives. The Directors are President Director, Strategic Service Director, Business Transformation Director and Managing Director. Audit Committee is a supporting organ of BOC having its function to support the accomplishment of BOC duties. Audit Committee plays an independent role in performing the duties and directly responsible to BOC.
As the commitment of GCG implementation, the Company has issued the policy regarding Gratification Control System. This policy has function as a reference in determining any action to be avoided related to bribery as well as the compliance to report any gratification practice. This provision has prohibited every Inalum citizen to receive and/or give Gratification pursuant to the prevailing regulation.
In order to support the handling process, the Company has established a Gratification Control Team assigned to coordinate the gratification report in the Company.