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CORPORATE GOVERNANCE STRUCTURE We continue improving the implementation of GCG in terms of its structure and procedure, and ensuring the application of the
principles of transparency, accountability, responsibility, independence and fairness. This is aimed at mitigating the potential risk of conflict of interest at all levels including the Board of Commissioners, Board of Directors and management.
Internally, the GCG structure and procedure are set in the Decision of the Board of Directors on GCG Management Guidelines No.292007 and No.6022011, which state that every transaction made both internally and externally has been in accordance with
sound and good corporate governance practices. Every year, we evaluate the effectiveness of any implementation of policies. At the same time, we monitor the implementation of the
GCG to ensure they are conducted independently and thoroughly to achieve efficiency targets across organizational lines while at the same time maintaining the Company’s integrity in the eyes of the authorities and the public at large.
GENERAL MEETING OF SHAREHOLDERS The General Meeting of Shareholders, both the Annual General Meeting AGM and Extraordinary General Meeting EGM, are
institutions with highest authority in the organization of corporate governance. They are also major fora where shareholders exercise their rights and authorities toward the management of the company.
AGM shall be held once a year while the EGM can be held at any time deemed necessary. In exercising its authority, the AGM must consider the interests of the development and health of the Company, the interests of the stakeholders as well as the rights of the
Company.
1. Telkom’s Shareholders
Our shareholders can be classified into two 2 types, namely one share of Series A Dwiwarna as the controlling shareholder and 100,799,996,400 Shares Series B. For more details on the composition diagram of our shareholders, see General Information on
Telkom Indonesia – Securities Information - Composition Shareholders.
2. Rights and Responsibilities of Shareholders at the General Meeting of Shareholders
In the AGM and EGM shareholders are entitled to receive the same treatment and balanced position, especially in voicing their opinions and contributing to important and strategic decision-making processes relating to the:
1. Appointment and dismissal of the Board of Commissioners and Board of Directors of Telkom; 2. Determination on the remuneration and allowances of the Board of Commissioners and Board of Directors of Telkom;
3. Assessment the Company’s performance for the fiscal year reviewed; 4. Determination and approval of the use of the Companys profits including dividends;
5. Amendments to the Articles of Association; and 6. Determination of entire corporate actions requiring the GMS decision as stated in the articles of association of the Company.
The AGM also has the authority to certify the Financial Statements and the Annual Report of the Company. The Government of the Republic of Indonesia as a controlling shareholder, which is manifested in its possession of Series A Dwiwarna, must pay
attention to their responsibilities when using their right to influence the companys management decisions, both when using the voting rights or in other matters. The government has special rights that can be used when giving approval to the plan of mergers,
acquisitions, divestitures or liquidation through the AGM and EGM.
3. Procedures for the Implementation of the Shareholders General Meeting
The mechanism of voting right by the shareholders in the AGM or EGM has been arranged in such away that shareholders can use their voting rights directly or through proxies. As stated in the Limited Liability Company Law and the Company’s Articles of
Association, GMS consists of Annual General Meeting that must be held at the longest of six months after the end of the fiscal year.
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Table of Content During the Annual General Meeting, the Board of Commissioners and members of the Board of Directors should present the
following things: 1. Annual Report Book.
2. Recommendations on the utilization of net profit as long as the company netted a profit. 3. Recommendations on public accounting firm to audit the Company’s financial statements for the current financial year, based
on the advice of the Board of Commissioners, or transfer this authority to appoint the Board of Commissioners. 4. Other matters that require shareholder approval at the Shareholders General Meeting in the interests of the Company without
prejudice to the provisions of the Articles of Association. As a State-Owned Enterprise, Telkom is subject to Article 23 of Law No.192003 on State Owned Enterprises and the Law
No.402007 on Limited Liability Company, which requires Board of Commissioners to submit an annual report to shareholders in a general meeting for approval at the latest of five months after the end of the recent fiscal year.
In general, the phases of the AGM are as follows: ACTIVITIES
TIME Sending announcement letter to Financial Services Authority
H - 44 Advertising the notification of the planned Shareholders General Meeting
H - 37 Deadline of filing proposed agenda of Shareholders General Meeting by holders of at least 5 share.
H - 29 Delivery of meeting materials and proxy to BNY Mellon
H – 24 Recording Date of those who are entitled to attend Shareholders General Meeting
H – 23 Advertisement of invitation of Shareholders General Meeting
H – 22 Shareholders General Meeting
H Advertisement of the results of Shareholders General Meeting
H + 2 - The Company shall make an announcementnotification 14 days prior to the invitationcall on the holding of the AGM.
- The Company invitescalls on shareholders by registered letter or advertisement in newspapers published at least 21 days prior to the date of GMS, out of dates of spreading invitation and meeting.
- As a public company, in order to ensure the coherence of the information about the plan or implementation of the GMS, and in accordance with the OJK Regulation No.32 POJK.04 2014, the company must provide details of the plan to the OJK at
least seven days before the invitations. - After holding the Shareholders General Meeting, the company must report to the OJK no later than two working days and
announced the decision of the AGM in at least one nationally circulated Indonesian newspapers. - All issued shares have one vote unless stated otherwise in the Articles of Association of the Company.
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Table of Content In 2014, we have both heldand Extraordinary General Meeting once with a detailed description as follows:
GMS Schedule Venues
Agenda Newspapers
AGM April 4, 2014 Ballroom 2 Hotel Mulia
Senayan Jl. Asia Afrika
Senayan South Jakarta 10270
1. Approval of the Annual Report for Fiscal Year 2013, including the Report of
Supervisory Board of Commissioners. 2. Approval of the Financial Statements of the
Company and the Annual Report of the Partnership and Community Development
Program for Fiscal Year 2013, as well as the Responsibility Liberation of Board of
Directors and Board of Commissioners. 3. Determination on the utilization of Net
Income for the Fiscal Year 2013. 4. Determination of remuneration for the
members of the Board of Directors and Board of Commissioners for Fiscal Year
2014. 5. Appointment of public accounting firm to
examine the
Companys Financial
Statements for Fiscal Year 2014, including Audit Internal Control over Financial
Reporting and the appointment of Public Accountant to examine the financial
statements of the Partnership and Community Development for the Fiscal
Year 2014. 6. Changes in Composition of the Company’s
Boards of Director. Advertisement of Announcements
in newspapers of Investor Daily, Indonesia Bisnis and The Jakarta
Post dated March 5, 2014.
Advertisement of Invitation in Investor Daily newspaper, Binis
Indonesia and The Jakarta Post on March 20, 2014.
Advertisement of result of AGM in Investor Daily, Bisnis Indonesia
and The Jakarta Post on April 8, 2014.
EGM December 19, 2014
Ballroom III, The Ritz Carlton Jakarta
Pacific Place Lt. 4 Jl. Jenderal
Sudirman Kav 52- 53
Sudirman Central Business
District South Jakarta 12190
Change of the Company’s management composition
Advertisement of Announcements in Investor Daily, Indonesia Bisnis
and The Jakarta Post on November 19, 2014.
Advertisement of Invitation on Investor Daily, Binis Indonesia
and The Jakarta Post dated December 4, 2014.
Advertisements of result of the EGM in Investor Daily, Bisnis
Indonesia and The Jakarta Post on December 23, 2014.
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4. Realization of General Meeting of Shareholders GMS
