46
Ario Guntoro Secretary Personal
Born : Prabumulih, January 27, 1970.
Age : 46 years old.
Citizenship and Domicile Indonesian citizen, domiciled in Indonesia.
Position and Basis of Appointment Board of Commissioners Decree No.10KEPDK2013 dated October 4, 2013.
Education Bachelor of Economics SE.
Career Ario Guntoro is a professional with an extensive experience in finance, investment and banking. After working in the national
private banking sector from 1994 to 1999 as a Corporate Officer and Brand Manager, Ario Guntoro worked for the Indonesian Bank Restructuring Agency IBRA from 1999 to 2004, where his last position was Assistant Vice President of the HIPA
Division. In 2004, he served as a special advisor to PT PPA Persero. Before being appointed as Secretary, in 2004, he served as the Secretary of the Risk Planning Evaluation and Monitoring Committee KEMPR of PT Telkom Indonesia Persero Tbk.
To see the profile of the other members of the Nomination Remuneration Committee, please see Telkom Indonesia Management - Profile of the Board of Commissioners.
3. RISK PLANNING EVALUATION AND MONITORING COMMITTEE
The membership composition of the Risk Planning Evaluation and Monitoring Committee, in accordance with the Board of Commissioners Decree No.07KEPDK2015 dated May 12, 2015, is as follows:
Membership Name ChairMember: Hadiyanto Commissioner
Members : Dolfie Othniel Fredric Palit Commissioner
Margiyono Darsasumadja Commissioner Parikesit Suprapto Independent Commissioner
P. Pamela Johanna Waluyo Independent Commissioner Rustanto Hadimartono
All members of the Risk Planning Evaluation and Monitoring Committee except Hadiyanto, Dolfie Othniel Fredric Palit, and Margiyono Darsasumadja are external and independent members.
Rustanto Hadimartono Member Personal
Born : Klaten, July 8, 1959.
Age : 56 years old.
Citizenship and Domicile
Indonesian citizen, domiciled in Indonesia.
Position and Basis of Appointment
Board of Commissioners Decree No.07KEPDK2015 dated May 12, 2015.
Education
Bachelor
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EXECUTIVES PROFILE
Position Name
Senior Vice President Corporate Secretary : Afriwandi
Senior Vice President Program Management Office : Ikhsan
Senior Vice President Internal Audit : Harry Suseno Hadisoebroto
Vice President Corporate Communication : Arif Prabowo
Vice President Regulatory Management : Henry Christiadi
Vice President Corporate Office Support : Hardi Purwanto
Vice President Legal and Compliance : Tony Suwarjo
Vice President Enterprise Management Audit : Heru Muara Sidik
Vice President Infrastructure and Operations Audit : Dani Ramdani
Vice President Support and Subsidiary Audit : Budhi Santoso
Vice President Risk and Process Management : Jajat Sutarjat
Vice President Investor Relation : Andi Setiawan
Vice President Management Accounting : Edi Witjara
Vice President Corporate Finance : Roby Roediyanto
Vice President Financial and Logistic Policy : Agus Hery Prasetyo
Project Director Proyek T
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Position Name
Vice President Solution : Admiral Dasrin
Vice President Infrastructure Strategy Governance : Pramasaleh Hario Utomo
Vice President IT Strategy Governance : Alip Priyono
Project Director Probis Turn Around : Suhartono
Executive General Manager Planning Deployment Division : Revolin Simulsyah
Executive General Manager Service Operation Division : Nanang Hendarno
Executive General Manager Service Solution Division : Imam Santoso
Senior General Manager Information System Center : Halim Sulasmono
TELKOM BUSINESS GROUP
To perform a business portfolio according to the principles of good corporate governance and best practices, as well as with regard to the provisions of legislation in force, Telkom Group formed a Board of Executive BOE, facilitating parenting mechanism towards
subsidiaries. Subsidiaries are divided into category, the cellular business coordinated by Telkomsel, media coordinated by Telkom Metra, infrastructure coordinated by Telkom Infra, and international coordinated by Telin.
TELKOM BUSINESS GROUP STRUCTURE
Business group structure and composition of the Telkom Groups shares are presented in the following diagram.
49
SUBSIDIARIES AND ASSOCIATED COMPANIES As of December 31, 2015 and 2014, the Company has consolidated the financial statements of a subsidiary owned directly or
indirectly, as follows:
Direct Subsidiaries
Companies Percentage of
Ownership Interest
Nature of Business Operational
Stastus Assets
Description PT Telekomunikasi
Selular “Telkomsel”,
Jakarta, Indonesia
65 Telecommunication
Operate 84.086 Telkomsel, was established on May 26, 1995,
provides telecommunications and mobile phone service. Using the Global System for Mobile
Communication technology GSM.
PT Dayamitra Telekomunikasi
“Mitratel”, Jakarta, Indonesia
100 Telecommunication
Operate 9.341 Mitratel provides fixed line telephone services, supply
of telecommunications facilities and infrastructure and telecommunications services. Acquired on May 17,
2001, Mitratel transformed it self by entering the telecommunications infrastructure supply business,
which includes supplying telecommunications towers to meet the BTS installment needs of
telecommunications operators all over Indonesia. On October 9, 2014, the Company signed a
Conditional Shares Exchange Agreement with PT Tower Bersama Infrastructure Tbk TBI to
exchange its 49 ownership in Mitratel for 5.7 ownership in TBI. Regarding the Conditional Shares
Exchange Agreement
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Table of Contents
Companies Percentage of
Ownership Interest
Nature of Business Operational
Status Assets
Description PT PINS Indonesia
“PINS”, Jakarta, Indonesia
100
Services and telecommunications
development Operate
2.960 PINS was originally established to operate our KSO in Sumatra and was acquired on August 15, 2002.
PT Infrastruktur Telekomunikasi
Indonesia
“Telkom Infratel
”, Jakarta, Indonesia
100 Telecommunication
development service Operate
647 On January 16, 2014, The Company established a
subsidiary with the name of PT Infrastructure Telecommunications Indonesia.
PT Patra Telekomunikasi
Indonesia
“Patrakom”, Jakarta, Indonesia
100
Services of satellite communication
systems, related services and facilities
for companies engaged in the oil industry
Operate 472
Patrakom was established on September 28, 1995. On November 25 and 29, 2013, the Company acquired
additional interest of 40 and 20 respectively of Patrakom.
PT Napsindo Primatel
Internasional
“Napsindo”, Jakarta, Indonesia
60
Telecommunication
51
Companies Percentage of
Ownership Interest Nature of Business Operational
Status Assets
Description Telekomunikasi
Indonesia International
TL S. A.
“Telin Timor Leste
”, Dili
100 through Telin
Telecommunication Operate 854
Telin Timor Leste was a subsidiary of Telin Indonesia, established on September 11, 2012. Telin
Timor Leste has obtained radio spectrum and general registration certificate license. The service currently
provided Fixed Telephone Connections; Mobile Connections; Internet Connections; Traffic-Fixed
Line; Traffic-Mobile
PT Metra Digital Media
“MD Media
”, Jakarta 99,99 through Metra Information
telecommunication service
Operate 618
MD Media was established on January 22, 2013.
PT Finnet Indonesia “Finnet”,
Jakarta 60 through Metra
Information technology services
Operate 513
Finnet was established on October 31, 2005, as provider of IT infrastructure, applications, and
content for information systems and financial transactions for the banking and financial services
industries.
Telekomunikasi Indonesia
International Hong Kong
Limited.
“Telin Hong Kong,
Hong Kong
100 through Telin
Telecommunication Operate 326
Telin Hong Kong was established in Hong Kong on December 8, 2010 a wholly owned subsidiary of TII.
Telin Hong Kong obtained Unified Carrier License on March 1, 2011, Service Based Operator for
MVNO on July 27, 2011 and License for Operating Money Service on July 18, 2012. Currently, it
provides wholesale voice, wholesale data and retail mobile services. The MVNO service is provided
under the brand Kartu As 2in1.
Telekomunikasi Indonesia
International Pty Ltd.,
“Telkom Australia
”, Melbourne,
Australia
100 through Telin
Telecommunication Operate 171
Telkom Australia is a subsidiary owned exclusively by Telin Indonesia. Established on January 14, 2013
by running Business Process Outsourcing BPO, Information Technology Outsourcing ITO, and
Telecomunication Services.
PT Nusantara Sukses Investasi
“NSI”, Jakarta, Indonesia
99,99 through
Telkom Property Service and Trading Operate
165 NSI was established on August 27, 2014
PT Administrasi Medika
“Ad Medika
”, Jakarta
75 through Metra Administration and
insurancehealth services
Operate 160
Ad Medika was established on February 25, 2010, provides online claim service between the hospitals
and health insurance companies.
PT Graha Yasa Selaras
“GYS”, Jakarta,
Indonesia 51 through Telkom
Property Tourism service
Operate 160
Telkom Property founded GYS together with Yakes Telkom on February 7, 2012 focused on hospitality
services.
PT Metra Plasa “Metra Plasa”,
Jakarta, Indonesia
60 through Metra Portal service
Operate 85
Metra Plasa was established on April 9, 2012
PT Metranet “Metranet”,
Jakarta
99.99 ownership by Metra
Multimedia portal service
Operate 66
Metranet was establish on April 17, 2009.
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Companies Percentage of
Ownership Interest Nature of Business Operational
Status Assets
Description Telekomunikasi
Indonesia International
USA Inc., Los Angeles, USA
100 through Telin Telecommunication
and IT Operate
52 Telekomunikasi Indonesia International USA Inc. is
a subsidiary that entirely owned by Telin Indonesia. Established on December 11, 2013.
PT Sarana Usaha Sejahtera
Insanpalapa
”TelkoMedika” Jakarta,
Indonesia 75 through Metra Health service, a
pharmacy, and laboratory, etc.
Operate 49
TelkoMedika was acquired on November 30, 2015
PT Pojok Celebes Mandiri
“PCM”, Jakarta,
Indonesia 51 through Metra
Travel agentbureau service
Operate 18
PCM was established on Agustus 16, 2013. On August 30, 2013, Metra changed its ownership in
pointer become 51.
PT Satelit Multimedia
Indonesia
“SMI”, Jakarta, Indonesia
99,99 through Metra Trade services and telecommunications
network, satellite, and multimedia tools
Operate 13
SMI was established on March 25, 2013.
PT Metra Digital Investama
“MDI”, Jakarta, Indonesia
99,99 through Metra Trading andor providing service
related to information and technology,
multimedia, entertainment, and
investment Operate
4 MDI previously PT Metra Media, was established on
January 29, 2013
PT Metra TV “Metra TV”,
Jakarta, Indonesia
99,83 through Metra Broadcasting subscription service
Operate -
Metra TV was established on January 8, 2013.
PT Nusantara Sukses Sarana
“NSS”, Jakarta, Indonesia
99,99 through TELKOMPROPERTY
Building management and hotel services
Not yet operating
- NSS was established on August 27, 2014
PT Nusantara Sukses Realiti
“NSR”, Jakarta, Indonesia
99,99 through Telkom Property
Service and Trading Not yet
operating -
NSR was established on August 27, 2014
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EMPLOYEE NUMBERS AND COMPOSITION
Employee profile based on number as of December 31,
Employee Numbers Composition changes to the previous year
Telkom Group
2015 24,785
2 2014
25,284 1
2013 25,011
3 2012
25,683 1
2011 26,023
-
Telkom 2015
16,097 7
2014 17,279
3 2013
17,881 7
2012 19,185
3 2011
19,780 -
Subsidiaries
2015 8,688
9 2014
8,005 12
2013 7,130
10 2012
6,498 4
2011 6,243
-
Employee numbers based on gender as of December 31,
Total Employees
people Male
Female Number
people Percentage
Number people
Percentage Telkom Group
2015 24,785
19,312 77.92
5,473.00 22.08
2014 25,284
19,915 78.77
5,369 21.23
2013 25,011
19,866 79.43
5,145 20.57
Telkom
2015 16,097
12,935 80.36
3,162 19.64
2014 17,279
14,091 81.55
3,188 18.45
2013 17,881
14,662 82.00
3,219 18.00
Subsidiaries
2015 8,688
6,377 73.40
2,311 26.60
2014 8,005
5,824 72.75
2,181 27.25
2013 7,130
5,204 72.99
1,926 27.01
See Management Discussion and Analysis of Telkom Indonesia Performance - Functional Overview - Human Capital for detail explanation.
RELATIONSHIP WITH GOVERNMENT
The Government is our majority and controlling shareholder. It is also our regulator as it adopts, administers and enforces relevant laws that regulate telecommunications sector, sets tariffs and issues licenses. It is also one of our customers and one of our lenders.
As used in this section, the term
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and removal of our Commissioners; 3 the issuance of new shares and 4 any amendments to our Articles of Association, including with respect to actions to merge or dissolve our Company, increase or reduce our authorized capital, or reduce our subscribed capital.
The Government as Regulator
The Government regulates the telecommunications sector through the MoCI. The MoCI has the authority to issue regulations that implement laws, which are typically broad in scope. Through such decrees the MoCI defines the structure of the industry, determines
tariff formulas, establishes our USO, and otherwise controls many factors that could influence our competitive position, operations and financial position.
We are required to obtain a license from the DGPT for each type of service offered, including licenses for the frequencies we use as allocated by the MoCI. We and other operators are required to pay frequency usage fees. Telkomsel also holds licenses issued by the
MoCI some of which were previously issued by the Minister of Communications for the provision of cellular services, and from the Indonesian Investment Coordinating Board in relation to Telkomsel
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STOCK OVERVIEW AND OBLIGATION SHAREHOLDERS COMPOSITION
The authorized capital of the Company consists of 1 stock of Series A Dwiwarna, and 399,999,999,999 Series B stocks ordinary stocks. The authorized issued and fully paid capital of 100,799,996,400, consisting of 1 stock of Series A Dwiwarna and
100,799,996,399 Series B stocks. 1 stock of Series A Dwiwarna belongs to Government of the Republic of Indonesia Government.
Composition of Telkom Shareholders as of March 21, 2016 Series A Dwiwarna
Share Series B Shares
Common Stock Percentage of
Ownership Government
1 51,602,353,559
52.55 Public
46,595,863,040 47.45
Subtotal Capital issued and fully paid 1
98,198,216,599 100.00
Treasury Stock 2,601,779,800
- Total
1 100,799,996,399
100.00
Composition of Telkom shareholders per March 21, 2016 is as follows:
1. Shareholders with Ownership More Than 5 MainControlling Shareholder