54
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
South Korea 19.0
China 32.9
Hong Kong Taiwan
15.2 Thailand
Vietnam India
16.5 Japan
Philippines
4700 GAR 16
5200 GAR 9
5600 GAR 64
5800 GAR 1
5900 GAR 9
Others 1
Sales Based on Product
in
Sales Based on Countries of Destination
Sales to other countries respectively below 3
Total Sales 2014 7.9 million tons
OPERATIONAL OVERVIEW
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
55
Sales Based on Countries of Destination in million tons
Country of Destination Total
Percentage China
2.6 33
South Korea 1.5
19 India
1.3 16
Taiwan 1.2
15 Philippines
0.3 4
Vietnam 0.3
4 Thailand
0.2 3
Others 0.5
6 Total
7.9 100
INITIATIVES AND DEVELOPMENT
The Company has set a strategy to maintain business sustainability. Therefore, in 2014 the Company focuses on eficiency efforts to obtain positive operating margin in the middle of challenging coal market condition. In
accordance with its revised mining plan, the Company sought to reduce stripping ratio in coal mining to reduce stripping cost. This was successfully done, whereby the overall stripping ratio decreased from 13.4x to 13.2x.
In addition to decreasing stripping ratio, the Company sought to optimize its competitive advantages which is having the three adjacent mine locations. The Company designed joint mine plan and infrastructure sharing among
ABN, IM and TMU such as the use of overland conveyor, coal crusher, coal transportation and jetty. The Company mines in the borderland between ABN and IM to maximize the reserves and increase overburden disposal capacity.
The adjacent location of ABN and IM is optimized so as to shorten overburden disposal distance, thereby reducing overburden transport cost. With coal haul road from TMU to IM via ABN, the Company can maximize the use of
shared infrastructure such as CPP Coal Processing Plant and jetty owned by ABN or IM.
The Company has built a new CPP in IM, which can increase processing capacity of IM’s coals, accommodate TMU’s coals, increase overburden disposal capacity, reduce transportation cost, and increase stockpile capacity for raw coal
and coal products. To shorten overburden disposal distance, the Company has built underpass at ABN’s location.
In 2014, the Company invested in capital expenditure of US 11.8 million from the budget of US 15.5 million. The capital expenditure was used, among others, for land acquisition inancing in TMU and purchase of equipment and
operational facilities to support operations at the mine site.
2014
56
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
PROJECTS IN PROGRESS
1. In the third quarter of 2014, Perkebunan Kalimantan Utama I PKU, a subsidiary engaged in palm oil plantation, commenced the factory construction process starting with preparation of a mill. The palm oil mill capacity is
planned to be 30 tonshour. The construction is expected to be completed by the end of 2015. 2. IM has completed the construction of conveyor belt transfer that connects the new CPP directly with the existing
conveyor belt.
OPERATIONAL OVERVIEW
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
57
PROFILE OF
SUBSIDIARIES
PT Toba Bara Sejahtera Tbk is a coal mining company conducting mining activities in Sangasanga, Kutai
Kartanegara Regency, East Kalimantan Province. The Company has mining operational supporting
infrastructure such as coal haul road, ofice, workshop, special coal port and other infrastructure.
The Company has three Subsidiaries engaged in coal mining with adjacent concession areas in Sangasanga,
Kutai Kartanegara Regency, East Kalimantan Province. A subsidiary engaged in palm oil plantation is PT
Perkebunan Kalimantan Utama I PKU, which recently started construction of palm oil mills.
The three Subsidiaries in coal mining are: 1. PT Adimitra Baratama Nusantara ABN located in
Sangasanga, Kutai Kartanegara, East Kalimantan. ABN operates with IUPOP license and began operating
in September 2008. ABN has a land area of 2,990 hectares, with an estimated coal resource of
156 million tons. 2. PT Indomining IM located in Sangasanga, Kutai
Kartanegara, East Kalimantan. IM operates with IUPOP license and began operating in August 2007. IM has
a land area of 683 hectares, with an estimated coal resource of 37 million tons.
3. PT Trisensa Mineral Utama TMU located in Loa Janan, Muara Jawa and Sangasanga, Kutai
Kartanegara, East Kalimantan. TMU operates with IUPOP license and began operating in October
2011. TMU has a land area of 3,414 hectares, with an estimated coal resource of 43 million tons.
Overall, the Company’s total estimated coal resource is currently 236 million tons.
Balikpapan East
Kalimantan
Central Kalimantan
Malaysia
Major city is less than 50 km
Furthest pit to jetty ~25 km with closest
~5 km
Close proximity transhipment point jetty
Adjacent locations for three mines
SAMARINDA
MAKASSAR STRAIT ~55 Km
total ~120 Km
~65 Km ~120 Km
MUARA JAWA Kutai
Energy
MUARA BERAU Major city
Jetty Transhipment Point
TMU-IM Hauling Road
T M U I M
A B N ~25 km
~5 km IM Jetty
BALIKPAPAN
ABN Jetty M
AHA KAM R
IVER
Based on Runge report for ABN per December 31, 2011, SMGC report for IM per January 1, 2012, Marston Report for TMU per October 30, 2011
58
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
PT ADIMITRA BARATAMA NUSANTARA
PT Adimitra Baratama Nusantara ABN which was established in 2006, has a mining area of approximately
2,990 hectares located in Kampung Jawa Village, Sangasanga District and Muara Kembang Village, Muara
Jawa District, Kutai Kartanegara Regency, about 30 kilometers to the southeast of Samarinda, the capital
of East Kalimantan. ABN’s concession area consists of two distinct regions, East ABN and West ABN. ABN
operates under Mining Authority License No. 54074 KP-ErDPEIVVI2006. Based on the latest JORC report,
ABN has a coal resource of about 156 million tons and coal reserve of about 117 million tons. ABN commenced
exploration and infrastructure development in 2007, and commercial production in 2008.
Coal production in 2014 reached 4.4 million tons, increased by 4.8 from 4.2 million tons in 2013. ABN’s
stripping ratio reached 13.9x, lower than 14.0x in 2013. This is in line with consolidation and cost-eficiency
programs launched by the Company since 2013.
ABN’s operational activities provide employment for 2,006 people, consisting of 389 employees of ABN and
1,617 employees of contractors and sub-contractors. Most of employees of ABN and contractorssub-
contractors are local people of Sangasanga and Muara Jawa District, Kutai Kartanegara Regency representing
approximately 61 of the total employees. While the remaining 39 come from outside of these two districts.
ABN’s infrastructure capabilities include crusher, overland conveyor and jetty, with a current capacity
of approximately 10 million tons per year. Mining is conducted with surface open pit mining system. ABN’s
coals have low dust content so that washing process is not required, only crushing process is required. ABN’s
mining activities are carried out by two main contractors, namely PT Petrosea Tbk and PT Arkana Apta Pratista.
ABN’s coal products are included in thermal coal group with sub-bituminous and bituminous ranks and quality
between 5,200 GAR – 5,800 GAR. ABN’s products are also marketed to several countries in the world,
including India, China, Japan, Thailand, and Korea. ABN also supplies domestic needs such as cement and some
other industries. In a relatively short time since it began operating in
2008, ABN for three years in a row in 2011, 2012 and 2013 achieved Green rating and in 2014 earned Blue
rating for PROPER, a Government environmental compliance rating program for major industries whose
operations could impact on the environment.
Exploration Activities A. Exploration Areas
In January to March exploration activities and update geology model were conducted.
Starting in April exploration activities were prioritized in new pit plan area which still required additional
drilling data, especially in sub crop and down dip area. Undertaken exploration activities were:
1. Inill drilling in new pit plan in Eastern block, which
is part of pit 1 mining development plan to obtain additional drilling data by pressing drilling space
from the previous drilling data. 2. Inill drilling in anticline axis area to determine
continuity and potential seam shapes in anticline axis area that could still be optimized.
3. Inill drilling in pit 1 North active pit to obtain additional drilling data by pressing drilling
space from the previous drilling data to increase continuity conidence of the main seam toward
down dip to the lower limit of pit plan.
4. Depressurization drilling to reduce water pressure and stabilize the low wall in pit 1.
5. Inill drilling phase I in anticline axis area to determine continuity and shape of potential seam
in anticline axis area which could still be optimized. 6. Inill drilling phase II in anticline axis area to
determine continuity and shape of potential seam in anticline axis area which could still be optimized.
7. In October there was no exploration activity, however there were geological model update and
preparation of exploration activities in 2015.
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
59
B. Measurement Methods
1. Drilling is carried out using open hole drilling method and touch coring with HQ and NQ hole
diameters at an angle of 90˚ or vertical. Sample core and geophysical logging data are taken at
touch coring drilling, while sample cutting and geophysical logging data are taken in at open
drilling.
2. The dip in the West area ranged 70˚ - 85˚, therefore exploration drilling activities in the Western block
are conducted using slanting drilling method with a slope of 45˚. The drilling system uses open hole
method and touch coring. Open hole aims to determine the stratigraphy and continuity of rocks
particularly coal seam. Meanwhile touch coring hole aims to take coal samples for coal quality
analysis.
3. Geological structure condition in the Eastern block area has a quite lat dip of around 5 ° - 10 ° with
this condition, drilling is carried out with vertical drilling method.
4. Drilling hole with size N 76.00 mm and H 99.70 mm is carried out with slanting drill system 45˚.
For penetration depth of the existing drill types, Koken E-8 unit for 45˚ slanting condition reaches
100 meters, if vertical reaches 150 meters.
5. Crop line drilling uses vertical drilling system and drilling penetration to a depth of 30 meters using
rods AW rods with a hole diameter of size N 76.00 mm.
6. Drilling is carried out using open hole drilling method and touch coring with hole diameters
HQ and NQ at an angle of 90˚ or vertical. Sample core and geophysical logging data are taken at
touch coring drilling, while sample cutting and geophysical logging data are taken in at open
drilling.
C. Drilling Monitoring
Drilling activities are carried out by drilling contractor PT Duta Jaya Putrapersada Mining, which operates 3
drilling machines consisting of 2 Jacro 300 units and 1 Jacro 200 units used for inill drilling both open
hole and touch coring. These drilling activities are supervised directly by ABN under Geology Section,
Engineering Department.
D. Exploration Progress
ABN’s area consists of 2 main blocks, namely the Eastern block and the Western blocks, which are
distinguished by oilgas exclusion zone of PT Pertamina Asset V site Sangasanga in the
concession area. During the period from April to July, drilling was carried out in the Eastern block and
the Western block. Inill drilling Phase I completed 59 holes of the total planned 56 drilling holes, with
a total depth of 5,897.40 meters from 6,167 meters planned.
In August inill drilling phase II activities were carried out in the Eastern block and Western block with a
total of 1,295.10 meters 15 drill holes so that overall, drilling progress has been completed with a total of
72 drill holes, with a total depth of 7,153.45 meters from 7,167 meters planned.
In September there was no exploration activity, but focused on veriication and validation of exploration
data that has been done.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
PT INDOMINING
PT Indomining IM has a concession area covering approximately 683 hectares in Sangasanga District, Kutai
Kartanegara Regency, about 38 kilometers to southeast of Samarinda, the capital of East Kalimantan Province.
According to the latest JORC report, Indomining has a total coal resource of about 37 million tons and coal
reserve of around 22 million tons. IM operates under Production Business License No. 540004IUP-OPMB-
PBATIII2013 dated March 15, 2013. IM’s production phase began in August 2007, while its commercial
production commenced in September 2007.
Coal production in 2014 reached 2.3 million tons, increased by 64.3 from 1.4 million tons in 2013.
Stripping ratio SR increased to 13.2x compared to 12.8x in 2013. IM’s coal production volume increased
signiicantly with the operation of the new CPP which added IM’s coal production capacity by six million tons
per year, in addition to process coals from TMU’s mine.
IM’s operational activities provide employment for 695 people, including contractors and sub-contractors.
Approximately 80 of employees come from local people to implement community development program
to improve welfare of communities surrounding the mining area. IM’s mining contractor is PT RPP Contractor
Indonesia. The mining activity is surface open pit mining with truck and shovel method. The quality of IM’s coal
products are between 5,600 GAR with total sulfur of around 1.0. This product is quite competitive in
international and domestic markets.
In terms of environmental compliance, Indomining earned Blue rating for PROPER Program for
Environmental Compliance Performance Rating from Governor of East Kalimantan in 2012 and 2013 as a
reward for compliance with requirements of sound environmental management according to laws and
regulations. In 2014, IM again earned Blue rating for PROPER from Ministry of Environment as a reward
for environmental preservation compliance by major industry players that have an impact on the natural
environment.
Exploration Activities A. Exploration Areas
Exploration activities during 2014 were prioritized in areas that require detailed drilling to obtain
geological and hydrological and geotechnical testing data.
Undertaken exploration activities were: 1. Measure pit A North and South lats based on
comparison data of pick-up survey and ield measurement.
2. Measure coal actual thickness in pit A North and D South for purposes of updating geological models
and mining control. 3. Conduct inill drilling activity at some points which
less dense spaces. 4. Check sludge material condition in acquired land
area to determine sludge material thickness in order to perform geological model up-date.
5. Support the supervision of geotechnical drilling for OLC Over Line Conveyor construction plan in
sludge area of CPP Coal Processing Plant. 6. Evaluate geotechnical drilling proposal for high
LoM pit A seam A1 coordinating with ABN’s Geological Team.
7. Review geotechnical drilling plan for high LoM pit B 3 three points to evaluate the design LoM pit
and disposal related to failure issues.
B. Measurement Methods
Drilling was conducted using open hole method NQ type with a maximum depth of 100 meters. For rock
description geophysical logging was carried out with descriptions using drilling cutting.
C. Drilling Monitoring
Supervision is done directly by Indomining’s geologists. Drilling tools use 4 drill units owned by
CV Moedjiarto Mandiri Utama.
D. Exploration Progress
Exploration drilling work reached a total depth of 2,047.50 meters for open hole drilling and 2,007.50
meters for geophysical logging.
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
61
PT TRISENSA MINERAL UTAMA
PT Trisensa Mineral Utama TMU has a mining area that is administratively included in the territory of three
districts, namely Loa Janan, Sangasanga and Muara Jawa, Kutai Kertanegara Regency. The location is about
40 kilometers to the southeast of Samarinda, the capital of East Kalimantan Province. The total concession area
covers 3,414 hectares with area code KTN 2010 3133 OP. TMU obtained approval to conduct mining activities
and sell the mined materials as stipulated in Decision of Kutai Kartanegara Regent No. 5403133IUP-OPMB-
PBATXII2010 concerning provision of Mining Permit KTN 2010 3133 OP dated December 14, 2010. Based
on the latest JORC report which only covered an area of 680 hectares of the concession, TMU has coal resource
of about 43 million tons and coal reserve of about 8 million tons.
Coal production in 2014 reached a total of 1.4 million tons, increased by 55.6 from 925 thousand tons in
2013. Stripping ratio SR rose from 11.1x in 2013 to 11.8x in 2014.
TMU’s operational activities provide employment for 119 people while for contractors and sub-contractors there
are 929 people divided in 2 shifts. The mining contractor is PT Surya Teknik Anugrah STA and PT Bina Sarana
Success BSS. Mining activities are conducted using surface open pit mining system with truck and shovel
method. TMU’s coal products have an average calorie of 4,700 GAR with Total Sulphur TS below 1. This coal
quality is suficient to meet market demand that requires coals with low sulphur.
Exploration Activities A. Exploration Areas
TMU’s exploration activities in 2014 were crop line drilling in pit B4D area block 3 and West 5A
concentrated on seam D and pit KL area block 4 beginning in January 2014. In July, crop line drilling
followed pit movement for Block 3 and 2 areas, which was extend pit B4D to the North and in December
crop line drilling in anticline area of east wing in block 3.
B. Measurement Methods
Because the dip in the western area ranged 70˚- 85˚ then exploration drilling in west anticline was
conducted using 45˚ slanting drilling. There are 2 drilling systems namely open hole and touch
coring. Open hole aims to determine Stratigraphy and Continuity of the rocks especially coal seam.
Meanwhile touch coring hole aims to conduct coal sampling for coal quality analysis. Drilling holes are
of size N 76.00 mm and H 99.70 mm with slant drilling system 45˚. To penetrate the depth with
the existing drill types, Koken E-8 Unit is for 45˚ slant condition reaching 100 meters, or if vertical reaching
150 meters.
Meanwhile geological structure condition in the eastern block, the dip is relatively lat nearly 5º -10º
so that drilling activities in the eastern block area use vertical drilling system and drilling penetration to a
depth of 30 meters. The rods used are Aw rods type with a hole diameter of size N 76.00 mm.
C. Drilling Supervision
Drill tools which are used are owned by TMU including 1 power rig unit. Drilling supervision is
carried out by TMU’s well site geologist.
D. Exploration Progress
Exploration drilling undertaken by TMU throughout 2014 reached 157 holes with a total depth of 3,041.5
meters.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
FINANCIAL
REVIEW
The following discussion should be read together with inancial and operational data as well as the consolidated inancial statements and notes to the inancial statements contained in this annual report. This discussion is based on
the consolidated inancial statements of PT Toba Bara Sejahtra Tbk and Subsidiaries for the years ended December 31, 2014 and 2013, which have been audited by Public Accounting Firm Purwantono, Suherman Surja a member
of Ernst Young Global network. All numbers presented in this Financial Review is consolidated inancial igures of the Company and its subsidiaries.
INCOME STATEMENTS
in US
2014
2013 Δ
Statement of Comprehensive Income Statement
Sales 499,965,642
421,849,737 18.5
Cost of Good Sold 413,764,435
342,297,332 20.9
Gross Proit 86,201,207
79,552,405 8.4
General and administrative expenses 31,205,900
28,679,546 8.8
Selling and marketing expenses 364,698
528,132 30.9
Foreign Exchange gain loss 82,262
8,205,950 101.0
Loss gain on derivative instruments 59,647
693,712 108.6
Gain on settlement of pre-existing intercompany account -
7,535,475 100.0
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
63
in US 2014
2013 Δ
Other income expenses 1,376,024
352,650 490.2
Operating Proit 56,029,248
50,015,314 12.0
Finance income 2,511,526
4,067,768 38.3
Finance charge 4,643,549
3,680,063 26.2
Proit Before Tax Expense 53,897,225
50,403,019 6.9
Tax expense 18,096,721
15,799,226 14.5
Proit For The Year 35,800,504
34,603,793 3.5
Other comprehensive income Difference in foreign currency translation of the inancial statements of
subsidiary - net 260,662
1,528,929 83.0
Effective portion of the fair value change of derivative instruments - cash lows hedge - net
3,919,319 -
100.0 Other Comprehensive Income
3,658,657 1,528,929
339.3 Total Comprehensive Income for The Year
32,141,847 36,132,722
11.0
Proit for The Year Attributable to:
Equity holders of the parent entity 18,327,272
18,543,538 1.2
Non-controlling interest 17,473,232
16,060,255 8.8
Total 35,800,504
34,603,793 3.5
Basic Earnings per Share Attributable to Equity Holders of The Parent Entity
0.0091 0.0092
Toba Bara recorded an increase of 18.5 in sales, where 67.0
of total sales were derived from four major customers who have
increased their purchase volume signiicantly compared to the
previous year as a relection of customers’ trust to the quality of
the Company’s products.
2014 Sales Value
US million
500.0
2014 Proit
US million
35.8
64
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
A. Sales
Amidst pressure of coal prices with the Newcastle Index declining by 17.0, the Company was able
to limit the decline in its Average Selling Price ASP by only 4.4, from US 66.6 per ton to US 63.7
per ton. This was attributable to successful efforts by the Company to secure ixed price sales contracts
with qualiied buyers at the end of 2013 for most of the production plan in 2014. With this type of sales
contract, the Company was able to maximize the price structure in anticipation of the less favorable
coal market condition.
Sales volume in 2014 reached 7.9 million tons, an increase of 25.4 from 6.3 million tons in 2013.
The Company recorded sales revenue of US 500.0 million, up by 18.5 from US 421.8 million in 2013.
Approximately 67.0 of total sales were derived from the Company’s four major customers whose purchase
volume signiicantly increased compared to 2013. This relected the customers’ trust in the Company’s
commitment of product quality and delivery.
B. Cost of Goods Sold
Cost of goods sold increased by 20.9 from US 342.3 million in 2013 to US 413.8 million in 2014
due to the Company’s increased production volume by 24.6 from 6.5 million tons in 2013 to 8.1 million
tons. The percentage increase in COGS was lower than the percentage increase in production volume
as a result of the Company’s cost eficiency efforts including stripping ratio and fuel prices reduction.
This was relected in a decrease in cash cost FOB of 3.0 from US 52.8ton in 2013 to US 51.3ton in
2014. FOB cash cost components consisted of cost of goods sold plus royalty and selling and marketing
expenses minus depreciation and amortization.
Cost of production increased by 25.5 from US 296.7 million in 2013 to US 372.3 million as a
consequence of the increase in production volume.
C. Gross Proit
The Company recorded a gross proit of US 86.2 million in 2014, an increase of 8.4 from US 79.6
million in 2013 due to increased sales volume accompanied with ongoing cost eficiency strategy.
Although the Newcastle Index continued to decline, the Company was able to achieve growth by
increasing production volume optimally to meet sales commitments resulting in an increase in gross proit.
Tries Nainggolan
Tries Nainggolan joined the Company in November 2012 as GM-Finance. Previously he worked as a Business
Analyst and Financial Planning in the health services sector Siloam Hospitals Group and retail sector
Limited Brands, Inc. and Foot Locker, Inc.. Tries holds a Bachelor degree in Finance from Pennsylvania State
University and a Masters degree in Public Policy and Management from Ohio State University, the United
States.
D. EBITDA and EBITDA Margin
Although the global coal market conditions were still not conducive and coal prices were still weak, the
Company recorded an EBITDA of US 67.3 million, an increase of 14.8 from US 58.6 million in 2013.
The combination of increased sales volume, eficiency initiatives and increased sales and marketing activities
managed to maintain EBITDA margin at 13.5 compared to 13.9 in 2013.
FINANCIAL REVIEW
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
65
E. Selling and Marketing, General and Administrative Expenses
Selling and marketing expenses decreased by 30.9 to US 364.7 thousand compared to US 528.1
thousand in 2013. Eficiency of selling and marketing expenses was achieved because the Company
managed to maximize the capability of its internal marketing team to perform direct approach to new
end-user customers, especially from Japan, and thus signiicantly reduce third party marketing expenses.
General and administrative expenses in 2014 were recorded at US 31.2 million, an increase of 8.8
from US 28.7 million in 2013, primarily due to tax expense in 2014.
F. Other IncomeExpenses
Other incomeexpenses consisted of domestic market obligation transfer expenses, incomeexpense
from dispatch and demurrage and other income expenses. Other income - net of US 1.4 million
mainly consisted of income from dispatch and demurrage.
G. Operating Proit
The Company recorded an operating proit of US 56.0 million in 2014, an increase of 12.0 from US
50.0 million in 2013.
H. Proit for the Year
After the net tax expense for 2014 which amounted to US 18.1 million, the Company recorded a proit for
the year of US 35.8 million, an increase of 3.5 from US 34.6 in 2013.
I. Other Comprehensive Income
In 2014 the Company recorded other comprehensive income of US 3.7 million, mostly representing the
effective portion of exchange differences of fair value of derivative instrument – cash low hedging. In 2013,
the Company recorded other comprehensive income from exchange differences arising from translation of
inancial statements of PKU, a subsidiary, amounted to US 1.5 million.
J. Total Comprehensive Income for the Year
The Company’s total comprehensive income for the year in 2014 reached US 32.1 million, declining by
11.0 from US 36.1 million in 2013.
STATEMENT OF CASH FLOWS
in US
2014
2013 Δ
Net cash provided by operating activities 18,897,029
63,868,001 70.4
Net cash used in investing activities 13,122,972
2,904,776 351.8
Net cash used in inancing activities 21,077,976
28,079,483 24.9
Decrease Increase in Cash and Cash Equivalents 15,303,919
32,883,742 146.5
Cash and Cash Equivalents at Beginning of The Year 63,301,639
36,307,011 74.4
Effect of foreign exchange rate changes 158,933
5,889,114 97.3
Cash and Cash Equivalents at End of Year 47,838,787
63,301,639 24.4
Net cash lows provided by operating activities
Net cash provided by operating activities decreased by 70.4 from US 63.9 million in 2013 to US 18.9 million. This was mainly due to an increase in payments to suppliers by 27.4 from US 324.2 million in 2013 to US 413 million,
an increase in payments of royalty by 25.8 of from US 22.5 million in 2013 to US 28.3 million, and payment for corporate income taxes which increased by 110.2 from US 8.9 million in 2013 to US 18.7 million.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
Net cash lows used in investing activities
Net cash used in investing activities increased by 351.8 from US 2.9 million in 2013 to US 13.1 million in 2014. In 2014, cash used in investing activities were used primarily for acquisition of ixed assets, disbursement for exploration
and development expenditures, acquisition of mining assets and advances for ixed assets purchase.
Net cash used in funding activities
Net cash used in funding activities decreased from US 28.1 million in 2013 to US 21.1 million in 2014. In 2014, cash used in funding activities were primarily used for payment of dividends.
Overall, at the end of 2014, cash and cash equivalents decreased by US 15.3 million. After taking into account the impact of exchange loss of US 158.9 thousand in cash and cash equivalents denominated in rupiah, cash and cash
equivalents at December 31, 2014 were US 47.8 million, or decreased by 24.4 compared to US 63.3 million at December 31, 2013.
STATEMENT OF FINANCIAL POSITION
A. Assets
Total assets of the Company decreased by 3.5 from US 311.6 million at the end of 2013 to US 300.6 million as current assets decreased by 13.6 from US 130.2 million in 2013 to US 112.5 million while non-current assets
increased by 3.7 from US 181.4 million in 2013 to US 188.1 million.
in US
2014
2013 Δ
Current Assets
Cash and cash equivalents 47,838,787
63,301,639 24.4
Trade receivables • Third parties
10,721,711 16,598,657
35.4 • Related parties
578,709 1,157,419
50.0 Other receivables
• Third parties 5,968,015
6,398,865 6.7
Inventories 41,963,307
32,389,968 29.6
Prepaid taxes 12,422
6,791,548 99.8
Prepayments 2,291,105
2,165,661 5.8
Advances 2,569,730
1,395,027 84.2
Derivative receivables 552,308
- 100.0
Total Current Assets 112,496,094
130,198,784 13.6
FINANCIAL REVIEW
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
67
in US 2014
2013 Δ
Non-Current Assets
Other receivables – related parties 29,627,761
30,789,323 3.8
Advances 4,435,318
807,083 449.5
Estimated claims for tax refund -
748,305 100.0
Plantations • Mature plantations
15,889,338 13,105,673
21.2 • Immature plantations
67,150 3,710,240
98.2 Fixed assets
47,921,110 49,032,780
2.3 Exploration and evaluation assets
4,846,532 4,842,009
0.1 Mining properties
74,830,632 71,904,619
4.1 Goodwill
3,523,795 3,523,795
0.0 Deferred tax assets
3,257,957 1,495,963
117.8 Other non-current assets
3,714,555 1,489,365
149.4 Total Non-Current Assets
188,144,148 181,449,155
3.7
Total Assets 300,610,242
311,647,939 3.5
• Current Assets
Cash and cash equivalents decreased by 24.4 from US 63.3 million in 2013 to US 47.8 million primarily due to increased payments to suppliers along with the increase in the Company’s operations during the year
2014, payment of dividends and capital expenditures. At the end of 2014 the Company recorded trade receivables of US 11.3 million, a decrease of 36.4 from
US 17.8 million in 2013. Trade receivables consisted of trade receivables from third parties and related parties. Trade receivables from third parties were mainly derived from sales contracts that were yet not due
amounted to US 10.7 million.
The Company inventories increased by 29.6 from US 32.4 million in 2013 to US 42.0 million at the end of 2014, mainly triggered by a 32.5 increase in coal inventory from US 30.9 million in 2013 to US 41.0 million
due to production volume increase in 2014. Prepaid taxes decreased by 99.8 from US 6.8 million in 2013 due to claim realization of 2014 corporate
income tax overpayment.
• Non-current Assets
The increase in non-current assets amounted to 3.7, primarily driven by advances – long-term portion of US 4.4 million which largely consisted of ofice purchase advance to PT Toba Pengembang Sejahtera
amounted to US 3.6 million. The increase in non-current assets was also caused by an increase in mining assets by 4.1 from US 71.9
million in 2013 to US 74.8 million, and increase in other non-current assets by 149.4 to US 3.7 million from US 1.1 million in 2013.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
B. Liabilities and Equity
Total liabilities of the Company at the end of 2014 decreased by 12.6 to US 158.3 million, compared to US 181.2 million in 2013. The decrease was primarily due to declining current liabilities by 37.7 from US 145.45
million in 2013 to US 90.6 million, while non-current liabilities increased by 89.3 from US 35.7 million in 2013 to US 67.6 million.
Liabilities
in US
2014
2013 Δ
Current Liabilities
Trade payables – third parties 64,087,323
69,265,229 7.5
Other payables – third parties 3,709
1,907 94.5
Dividends payables 288,289
290,856 0.9
Accrued expenses 4,935,975
6,057,579 18.5
Derivative payables 5,532,509
- 100.0
Short-term employee beneits liabilities 3,109,951
3,340,583 6.9
Taxes payable 5,326,115
7,227,871 26.3
Advances from customers 6,387,209
24,941,839 74.4
Current maturities of long-term liabilities: • Bank loans
- 33,553,129
100.0 • Finance leases
962,450 772,679
24.6 Total Current Liabilities
90,633,530 145,451,672
37.7
Non-Current Liabilities
Long-term liabilities – net of current maturities: • Bank loans
56,114,739 20,183,289
178.0 • Finance leases
1,062,270 1,348,417
21.2 Advances from customers
- 2,964,000
100.0 Other payables to related parties
2,242,526 2,288,701
2.0 Provision for reclamation and mines closure
4,496,413 3,951,817
13.8 Post employment beneit liabilities
2,840,670 1,943,059
46.2 Deferred tax liabilities
867,508 3,035,740
71.4 Total Non-Current Liabilities
67,624,126 35,715,023
89.3 Total Liabilities
158,257,656 181,166,695
12.6 Total Equity
142,352,586 130,481,244
9.1
Total Liabilities and Equity 300,610,242
311,647,939 3.5
• Current Liabilities
The Company’s trade payables decreased by 7.5 from US 69.3 million in 2013 to US 64.1 million at the end of 2014. The decrease was mainly due to settlement of Subsidiaries’ overdue trade payables to third parties
and shorter payment terms of trade payables.
FINANCIAL REVIEW
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
69
Accrued expenses decreased by 18.5 from US 6.1 million in 2013 to US 4.9 million, primarily
due to a decrease of 69.3 in royalty from US 4.5 million in 2013 to US 1.1 million as the
Company made an advance payment for royalty payment obligation.
In 2014 the Company had no current bank loan maturing within one year since 2014, while in
2013 current bank loan reached US 33.6 million. This was mainly due to the reinancing of the
Company’s syndicated loan and Subsidiaries’ bank loans.
Advances from customers were obtained as down payment on purchases or as part sales contract
payment agreement. This amount was classiied as the Company’s liabilities before the delivery of
the sold coal was completed, and was recognized as revenue after coal delivery. At the end of 2013,
the Company recorded sales advances current and non-current portions of US 27.9 million for
the majority of sales contracts to be fulilled in 2014. In 2014, the Company recorded advances
from customers for short-term contracts of US 6.4 million.
• Non-Current Liabilities
Non-current bank loans increased by 178.0 from US 20.2 million in 2013 to US 56.1
million primarily due to the Company obtaining a syndicated loan that would be used, among
others, for the purposes of TMU’s capital expenditures, working capital, and investment.
The syndicated loan will mature on March 31, 2018.
Provision for environmental and reclamation costs and mines closure refers to the accrued
amount for estimated costs of environmental management during the mining period and
mines closure that will occur at the end of mining period. Estimates of these costs were calculated
internally by management by taking into account the provisions of Law of the Republic of Indonesia
No. 4, 2009, dated January 12, 2009 concerning Mineral and Coal Mining and other relevant
regulations. In 2014 this liability increased by 13.8 from US 4.0 million in 2013 to US 4.5
million.
Long-term employee beneits obligation increased by 46.2 from US 1.9 million in 2013
to US 2.8 million. The increase in the balance of long-term employee beneits obligation was
determined based on calculation performed by an independent actuary using projected unit
credit method with assumptions including, among others, discount rates, annual salary increase,
annual employee turn-over, disability, retirement age and mortality.
• Equity
The Company’s total equity at December 31, 2014, increased by 9.1 from US 130.5 million in
2013 to US 142.4 million. The increase in equity was mainly due to an increase in the Company’s
inappropriated retained earnings in 2014.
DEBTS REPAYMENT CAPABILITY
The Company’s capability to pay debts can be analyzed using three indicators: interest bearing debt to total
assets ratio, net debt to EBITDA ratio and EBITDA to interest expense ratio.
2014 2013
Interest bearing debts to total assets Ratio
0.2x 0.2x
Net payables to EBITDA Ratio 0.2x
Net cash EBITDA to interest expenses
Ratio 14.5x
15.9x
Interest Bearing Debt to Total Assets Ratio
Interest bearing debt to total assets ratio in 2014 was 0.2x which showed that 20 of total assets were
inanced by debt. The Company had a stable interest bearing debt to total assets ratio compared to the
previous year. Hence there was no problem for the Company to repay its debt.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
Net Debt to EBITDA Ratio
At December 31, 2014, the Company’s net debt to EBITDA ratio was 0.2x or just 20 of total EBITDA in
2014. This relected the Company’s ability to repay its debt.
EBITDA to interest expense ratio
EBITDA to interest expense ratio in 2014 was 14.5x or slightly decreased from the year 2013 of 15.9x. The
Company was able to maintain its ability to repay debt, despite the reinancing of syndicated loan in 2014.
TRADE RECEIVABLES COLLECTABILITY RATE
Trade receivables collectability was inluenced by the Company’s ability to collect its trade receivables. At the
end of 2014, trade receivables collectability showed a decrease in collection period to 8 days compared to 15
days in 2013.
CAPITAL STRUCTURE
The Company strives to maintain its capital structure and sound capital ratio to support sustainable business
growth, as well as to meet its matured inancial obligations from time to time.
The Company manages its capital structure and makes adjustments based on changes in economic conditions.
To maintain or adjust the capital structure, management can adjust the payment of dividends to shareholders,
issue new shares or seek funding through loans.
Liabilities to equity ratio in 2014 was 1.1x and 1.4x for 2013. The Company strives to maintain liabilities to
equity ratio at around 1-1.5x.
Description
2014
2013 Total Liabilities
158,257,656 181,166,695
Total Equity 142,352,586
130,481,244 Liability to Equity
Ratio 1.1x
1.4x
The Company’s capital structure and shareholders at December 31, 2014 are as follows:
Description Number of Shares
Amount Rp ‘000 Amount US
of Ownership Authorized Capital Rp 200 per share
6,000,000,000 1,200,000,000,000
Issued and Fully Paid Capital
PT Toba Sejahtra 1,444,750,000
288,950,000 31,795,873
71.8 Bintang Bara B.V.
201,250,000 40,250,000
4,317,555 10.0
PT Bara Makmur Abadi 125,755,000
25,151,000 2,739,760
6.2 PT Sinergi Sukses Utama
102,700,000 20,540,000
2,237,473 5.1
Roby Budi Prakoso 73,355,000
14,671,000 1,598,148
3.6 Davit Togar Pandjaitan
15,000,000 3,000,000
330,118 0.8
Public 49,681,000
9,936,200 1,058,958
2.5
Total 2,012,491,000
402,498,200 44,077,885
100.0
FINANCIAL REVIEW
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
71
net income attributable to equity holders of the Parent Entity for the inancial year ended December 31, 2013
amounted to US 18,543,538 with the following details: a. US 1,500,000 to be used for appropriation of
retained earnings. b. US 6,490,238 or 35 of the Company’s income to
be distributed as cash dividends of US 0.0032 per share.
c. The remaining amount of US 10,553,299 to be used for retained earnings.
Based on decision of the Company’s AGMS dated June 28, 2013, the shareholders approved the use of
Company’s net income attributable to equity holders of the Parent Entity for the year ended December 31, 2012
amounted to US 3,198,832 with following details: a. US 31,988 to be used as appropriated retained
earnings. b. US 3,166,844 or 99 of the Company’s income to
be distributed as cash dividends. In AGMS held on June 28, 2013, the shareholders also
approved distribution of cash dividends amounted to US2,499,135 which was taken from retained earnings
balance at the beginning of 2012. So that the total amount of inal cash dividends was US 5,665,979 or
US 0.0028 per share.
REALIZATION OF USE OF PROCEEDS FROM INITIAL PUBLIC OFFERING
Realization report of the use of proceeds from the Company’s Initial Public Offering IPO dated July 6,
2012 is presented in “Shareholder Information” segment on page 36 of this Annual Report.
INVESTMENT, EXPANSION, DIVESTMENT, ACQUISITION, DEBT RESTRUCTURING
In 2014 there was no activity related to Investment, Expansion, Divestment, Acquisition and Debt
Restructuring.
MATERIAL CONTRACT FOR CAPITAL GOODS INVESTMENT
Throughout 2014, the Company did not have material contract for capital goods investment.
DISCLOSURE OF MATERIAL INCREASE DECREASE IN NET SALESINCOME
Although the decrease in coal reference price Newcastle Index continued in 2014, the Company did not record
any signiicant increase or decrease in coal sales value which could materially affect the Company’s business
continuity.
SUBSEQUENT EVENTS
There was no material information and facts to the Company subsequent to the date of the Company’s
Consolidated Financial Statements which were issued on March 9, 2015.
DIVIDEND POLICY - IN THE LAST 2 YEARS
Since 2012, the Company intends to pay dividends at the minimum 30 of its consolidated income for the
current year considering the provisions of mandatory reserves as required under Limited Liability Company
Law Company Law. The amount of distributable dividends will depend on cash low, investment plan,
liquidity, future business prospect and other factors considered relevant by Board of Directors as well as the
provisions of restricted payment of dividends based on relevant agreements. Once a decision has been made
to pay dividends, the dividends will be paid in Rupiah. The Company’s dividend policy is a statement of current
intent and is not legally binding because the policy depends on the changes in Board of Directors’ policy.
Based on decision of Annual General Meeting of Shareholders AGMS of the Company dated May 21,
2014, the shareholders approved the use of Company’s
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
MATERIAL TRANSACTIONS INVOLVING CONFLICT OF INTEREST
Date, Value and Object of Transaction
On June 30, 2014, the Company and ABN with PT Toba Pengembang Sejahtera TPS signed a Final
Conirmation Letter of Order for SOPO DEL OFFICE TOWER A Unit related to purchase of ofice units in
SOPO DEL OFFICE TOWER A ofice building, located at Jalan Mega Kuningan Barat III Lot 10.1-6, Kuningan
Timur Village, Setiabudi District, South Jakarta 12950, Indonesia. Overall value of the purchase transaction of
ofice units was Rp 121,704,700,000.
Name of Parties in Transaction and Nature of Afiliation
PT Toba Sejahtera is the Company’s major shareholder with ownership of 71.8 of the Company’s issued and
fully paid shares. PT Toba Sejahtera is also the major shareholder of TPS with ownership of 99.0 of the
Company’s issued and fully paid shares.
Because the Company and TPS have the same major shareholder and controlling entity, which is PT Toba
Sejahtera, then the transaction was an afiliated transaction as stipulated in Regulation No. IX.E.1
Attachment of Decision of Chairman of Bapepam-LK No. Kep-412BL2009 dated November 25, 2009 concerning
Afiliated Transactions and Conlict of Interest in Certain Transactions.
Clariication of the Fairness of the Transaction
The Company appointed Independent Appraisal Firm Jennywati, Kusnanto Partners as independent
consultant to provide an opinion on the fairness of the purchase transaction of ofice units. According to review
of inancial impact of the transaction, the Consultant believed that the transaction was fair.
Rationale of the Transaction
The rationale of the purchase transaction of ofice units was the Company and ABN needed ofice units with
greater capacity, to support their business activities. The existing capacity of current ofice units rented by the
Company and ABN does not allow for space expansion of the ofice units.
Realization of the Transaction in Current Period
On December 31, 2014, the Company recorded an advance of US 3.6 million for purchase by order of the
ofice units payable to TPS. This balance was recorded in the Company’s Consolidated Financial Statements
per December 31, 2014 as a long-term advance for purchase of assets.
Compliance with Related Provisions
In accordance with provision in number 2.a Regulation No. IX.E.1, the Company announced information
disclosure on this afiliated transaction to the public and submitted the announcement proof and supporting
documents to Financial Services Authority OJK.
This afiliated transaction has no Conlict of Interest as deined in Regulation No. IX.E.1 and its value was
less than 20 of the Company’s equity therefore it was not classiied as a material transaction as deined in
Bapepam Regulation No. IX.E.2 concerning Material Transactions and Change of Main Business Activities.
IMPACT OF CHANGES IN THE LAWS AND REGULATIONS
In 2014 there were no changes in the laws and regulations that signiicantly affected the Company’s
operations and consolidated inancial statements.
FINANCIAL REVIEW
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
73
IMPACT OF CHANGES IN ACCOUNTING POLICIES
The Company prepares its consolidated inancial statements based on Generally Accepted Accounting
Principles in Indonesia and Regulation of Bapepam-LK No. VIII.G.7 concerning Presentation and Disclosure
of Financial Statements and Public Companies as an attachment of Decree No. KEP-347BL2012. The
Company disclosed its signiicant accounting policies as described in the notes to the consolidated inancial
statements for the years ended December 31, 2014 and 2013 which are part of this Annual Report.
BUSINESS PROSPECTS
The world’s energy demand will continue to increase driven by population and Gross Domestic Product
GDP growth. Economic growth in Asia, which provides important contribution to the world’s economic growth,
signiicantly affects the world energy demand. According to projection of International Energy Agency IEA, by
2030 the world’s energy demand will increase by 45, or an average increase of 1.6 per year. Approximately
80 of the world’s energy needs will be met by fossil fuels. Only about 20 of it will come from renewable
energy.
Concerning the energy growth, coal is the second most important energy source after oil. Coal consumption
is expected to increase threefold by 2030. Coal is still needed to meet the demand for power plant
construction in a number of areas in line with the economic and revenue growths. Coal demand is
expected to grow by about 2 per year. Entering 2015, the coal market conditions were
predicted to be not much different from the year 2014. Nevertheless, the Company is still highly optimistic
in facing the challenging times and taking the momentum for business development. The Company
has both vertical and horizontal long-term business development plans. Horizontally, the Company plans to
add coal reserves through exploration activities in the Company’s widespread concession areas and search for
opportunities to acquire mines to increase production. Vertically, the Company plans to develop its business
towards power generation sector.
We believe that business development towards power plant is in line with the policy of the Government of
Indonesia to develop new power plants to generate 35,000 MW in the next ive years, where the majority of
the fuel derived from coal. This will also have positive impact on the coal industry particularly the Company,
because this policy will increase domestic coal demand, while currently most of Indonesian coal production is
aimed for export.
Both development plans are parts of efforts for eficiency and business sustainability. By building power plants,
the Company can ensure a more stable income while increasing proit margin from the synergy of the two
businesses.
In addition to coal-related business development, the Company diversiies its business through palm oil
business through one of its Subsidiaries, namely PT Perkebunan Kaltim Utama I PKU, which is in the
process of plantation development and construction of palm oil mill with a capacity of 30 tons per hour.
The palm oil mill which is expected to commence its operations at the end of 2015 will add to the Company’s
revenue base.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
HUMAN
RESOURCES
Systematic and continuous development of human resources’ quality is done
as Toba Bara’s effort to keep growing and achieving its vision to be one of
Indonesia’s best world class coal mining companies.
Number of Toba Bara’s employee in 2014
Number of training days throughout 2014
979
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
75
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
Human resources are the most important and deciding factor for Toba Bara’s success and continuity. In
accordance with its vision to become one of the best world class coal mining companies, one initiative to
keep growing is through the continuous development of human resources’ quality. Expertise in human resources,
both in mining and plantations, is the key success factor that will support the Company’s growth. With the
support of world class human resources, the Company is ready to face challenges presented by commodities
markets and become one of the best players in the coal and energy industry in Indonesia in the coming decades.
EMPLOYEES PROFILE
As at the end of 2014, the Company and its Subsidiaries employed 979 employees decreasing slightly from
the 1,036 employees employed in 2013,. A total of 28 employees worked in the Holding Company in Jakarta,
and the rest worked for the Subsidiaries’ Jakarta ofice in Jakarta, on-site ofice, and mine. Various areas of
expertise include administrative services, technical services, coal processing and transportation supervision,
logistics, health and safety, environmental protection and community development.
More than half of Toba Bara Group employees are within the age range of 18 to 35 years, a group of youth
that full of energy, high work ethics, productivity, and challenge-loving. The attitude of “can do” is the basis of
Toba Bara employees work ethos which was planted by the founder of the Company.
HUMAN
RESOURCES
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
77
Employee composition based on employment status
Employment Status
2014
2013
Full Time 784
802 Contract
195 234
Total 979
1,036
2014 2013
80.1 Full Time
77.4 19.9
Contract 22.6
More than half of Toba Bara Group employees are within
the age range of 18 to 35 years, a group of youth that
full of energy, high work ethics, productivity, and
challenge-loving.
Percentage of Total Employee Age 35 and Below by 2014
54
Percentage of Total Employee with Diplomas, Undergraduate Degree,
and Graduate Degrees by 2014
24
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
Employee composition based on gender
Gender 2014
2013
Male 836
889 Female
143 147
Total 979
1,036
Employee composition based on position
Position 2014
2013 Non-Staff
385 465
Staff 258
249 Supervisor
233 224
Assistant Manager Superintendent 52
49 Manager
34 32
Senior Manager 1
General Manager 7
6 Director
10 10
Total 979
1,036
HUMAN RESOURCES
85.4 Male
85.8 14.6
Female 14.2
2014 2013
39.3 Non-Staff
44.9 26.4
Staff 24.0
23.8 Supervisor
21.6 5.3
Assistant ManagerSuperintendent 4.7
3.5 Manager
3.1 0.0
Senior Manager 0.1
0.7 General Manager
0.6 1.0
Director 1.0
2014 2013
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
79
Employee composition based on age group
Age Year
2014
2013
18 - 25 99
116 26 - 35
427 445
36 - 45 313
337 46 - 54
116 114
55 24
24 Total
979 1,036
Employee composition based on education level
Education level
2014
2013
Up to High School 748
812 Diploma
52 54
Undergraduate and Graduate Degree 179
170 Total
979 1,036
10.1 18 - 25
11.2 43.6
26 - 35 43.0
32.0 36 - 45
32.5 11.9
46 - 54 11.0
2.5 55
2.3
2014 2013
76.4 Up to High School
78.4 5.3
Diploma 5.2
18.3
Undergraduate and Graduate Degree
16.4
2014 2013
Restated
Human Resources Development Concept
HR Development at the Company starts from the recruitment process to select among prospective employee. Then, every employee is given the chance to follow various development programs through consistent and
continuous training. Every employee is encouraged to give hisher best performance and to face existing business challenges. This encouragement allows the Company to give outstanding employees fair and transparent promotion
opportunities.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
As a company that is still growing, Toba Bara needs many enthusiastic, dynamic, and visionary young people.
Every employee is given responsibility and adequate independence to develop hisher creativity and show
hisher best performance.
Interactions between employees and management happen intensively. Directors and key management
are open to dialogue and input from all employee levels. The Company realizes, in facing the dificult
market conditions, that solid teamwork will bring Toba Bara consistent growth and help the Company
achieve sustainable business. In 2014, the process of recruiting the best people in the industry was still being
conducted, in line with the Company’s plan to expand in the years to come.
Recruitment
The Company is doing recruitment based on the Company needs, along with the business development
and organization growth. The Company maps out HR needs, including the need of fresh graduates as well as
accomplished professionals in the mining sector to ill different positions in the ever-growing organization.
The recruitment process is done openly and upholds the principle of equality. The Company opens up equal
opportunities for the candidates without any regard for ethnicity, religion, race, groups, as well as gender
as long as they fulill the deined prerequisites. The Company openly announces the available job vacancies
through its website www.tobabara.com, as well as other online recruitment websites. Furthermore, the Company
prioritizes candidates who come from where the mine is located.
Training and Competency Development
The Company systematically arranges training and competency development training programs that are
tailored to the needs in the ield. Employees whose work nature requires them to have competency certiicates
are sent to government-approved certiication agencies. Health, Safety, and Environment HSE is a top priority in
conducting mining activities so that HSE training is done continuously to increase employee HSE awareness and
alertness. The Company does routine training internally as well as externally, and works together with a quality
training providers.
In 2014, the Company held training as listed below:
No
Type of Training
Organizer Dates
Location
1 Effective Communication Interpersonal Skill
Dale Carnegie Training January 20-23
Balikpapan 2
HSE Certiication Electrical Technician INDOTRAIN
CONSULTANT January 21-24
Balikpapan 3
Annual Report Award ARA Workshop PT Bursa Efek Indonesia
January 29 Jakarta
4 Proceedings Technique in PHI
FK HR ER Kutai Kartanegara
February 12-13 Samarinda
5 Social Security System National Workshop
Indonesian Management Centre
IMAC February 21-22
Balikpapan 6
Cisco Certiied Network Association CCNA Fast Track
RootBrain March 3-8
Yogyakarta 7
Certiied Human Resources Practitioner Bina Insan Mandiri
Consulting March 8-9
Balikpapan 8
Certiied Training of Trainer Bexpert Indocunsult
March 18-20 Yogyakarta
9 Training Main Operations Supervisor
Pusdiklat Minerba March 24-29
Bandung 10
Genset Operation Maintenance Workshop Indonesian
Management Centre IMAC
March 26-27 Balikpapan
HUMAN RESOURCES
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
81
No
Type of Training
Organizer Dates
Location
11 Training SIO Opt. Heavy Equipment
PT Megatrain Indonesia Bpn-Riau
April 7-11 Sangasanga
12 Hazard Identiication Risk valuation IBPR
HIRAC Gel. I HR HSE Dept.
PT Indomining April 19
Sangasanga 13
Sanitation hygiene Dinas Kesehatan
Tenggarong April 19
Sangasanga 14
Effective Technical Report Writing PT Cipta Energi Utama
Mandiri April 20-25
Yogyakarta 15
Hazard Identiication Risk valuation IBPR HIRAC Gel. II
HR HSE Dept. PT Indomining
April 26 Sangasanga
16 LOTO
ABNHSE May 6-7
Sangasanga 17
B3 Management and B3 Waste PT Beneita
May 8-9 Sangasanga
18 Security Training
External HR Dept. PT Indomining
May 10 May 27 Sangasanga
19 Basic Scaffolding Certiication
PT Alkon Tainindo Utama
May13-17 Sangasanga
20 Certiied Information Systems Security
Professional Inixindo
May 19-23 Jakarta
21 Training “Purchasing and Procurement
Management” SPIN Training
Consulting May 22-23
Bandung 22
Land National Workshop Indonesia Management
Centre May 23-24
Balikpapan 23
Workshop “Kajian Aspek Hukum Tanah Penyelesaian Konlik Sengketa Tanah”
IMAC May 23-24
Balikpapan 24
Employment Development Staff HR Dept. PT Indomining
May 17, 19, 24, 31 Sangasanga
25 Security Training
Eksternal HR Dept. PT Indomining
June 7, 14 21 Sangasanga
26 Effective Communication Interpersonal Skills
Dale Carnegie Training June 9-12
Balikpapan 27
Emergency Response Team ERT BASARNAS
June 10-14 Balikpapan
28 Technical Guidance Development
Community Empowerment DISTAMBEN Provinsi
Kaltim June 18-20
Balikpapan 29
K3 Experts General Training PT Laden Safety
MandiriBPJS Ketenagakerjaan
June 20-26 Balikpapan
30 Employment Development GL-Foreman
HR Dept. PT Indomining June 21 28
Sangasanga 31
Training of Trainer PT Megatrain
Balikpapan June 23-25
Balikpapan 32
Lifting For Supervisor PT Alkon Tainindo
Utama June 24-26
Sangasanga 33
Tax Planning Lembaga Manajemen
Formasi June 25-26
Jakarta 34
K3 Basic Accident investigation ABNHSE
August 5 Sangasanga
35 JSEA HIRADC
ABNHSE August 6
Sangasanga 36
First Aid Training ABNHSE
August 7 Sangasanga
37 APAR
ABNHSE August 8
Sangasanga 38
Weld Electricity Certiication from BNSP Bina Insan Mandiri
Consulting August 11-15
Samarinda
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
No
Type of Training
Organizer Dates
Location
39 Basic Safety Investigation
ABNHSE August 12
Sangasanga 40
JSEA HIRADC ABNHSE
August 13 Sangasanga
41 Asia Coal Market Outlook: The Future of
Indonesia’s Coal Sector HIS Energy
August 13 Jakarta
42 Workshop “Economic Outlook Post Election
in 2014” PT Bursa Efek Indonesia
August 18 Jakarta
43 Social Mapping Program Formation
Company’s CSR PT Beneita
August 21-22 Bandung
44 APAR
ABNHSE August 21
Sangasanga 45
APAR ABNHSE
August 23 Sangasanga
46 Basic Safety Fire
ABNHSE August 25
Sangasanga 47
APAR ABNHSE
August 27 Sangasanga
48 ERT Training
ABNHSE August 31
Sangasanga 49
Corporate Social Responsibility POWERINDO NS
September 1-4 Yogyakarta
50 HSE Basics
HR HSE Dept. PT Indomining
September 6, 13, 20 27
Sangasanga 51
Effective Communication Interpersonal Skills Dale Carnegie Training
September 8-11 Balikpapan
52 Xpac Training
PT Runge Indonesia September 15-20
Jakarta 53
Certiied Professional Human Resources Bina Insan Mandiri
Consulting September 20-21
Surabaya 54
HSE Expert Certiication on Young Construction
INDOTRAIN CONSULTANT
September 22-25 Balikpapan
55 Basic Safety, Fire, First Aid Kit
ABNHSE September 23
Sangasanga 56
Preparation Techniques Wage Profession Certiication
Seminarku September 25-26
Jakarta 57
Bimtek Certiication Welding BNSP – BLKI Samarinda
October 2, 3, 7 8 Samarinda
58 Organic and inorganic waste management
Mega Train Indonesia October 3-4
Sangasanga 59
Basic Human Resources Management HRM for Beginner
PT Menara Kadin Indonesia
October 7-8 Jakarta
60 HSE Electric Certiication Experts
INDOTRAIN CONSULTANT
October 6-18 Balikpapan
61 Implementation AMDAL UKL-UPL
PT BMD Street October 9-10
Jakarta 62
HSE Experts General Mega Train Indonesia
October 13-14 Jakarta
63 Bimtek HSE
Dinas Pertambangan dan Energi
October 14-15 Tenggarong
64 National Workshop on Employment
Indonesian Management Centre
IMAC October 17-18
Balikpapan 65
Service Excellence Skill Management For Security
Bina Insan Mandiri Consulting
October 17-19 Samarinda
66 In-house Training – Supervisory Skills
HR PT Indomining October 23-24
Sangasanga 67
Legal Due Diligence Emi Training
October 29 Jakarta
68 How to be a professional secretary + table
manners PT Solution Centre
Indonesia October 29-31
Denpasar 69
Asia Paciic Coal Outlook Conference HIS Energy
4-6 November Denpasar
HUMAN RESOURCES
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No
Type of Training
Organizer Dates
Location
70 Implementation of the Transparency and
Governance Improvement Efforts Extractive Industries in Indonesia
EITI Indonesia November 11-14
Bandung 71
Hiradc, Basic Safety JSA ABNHSE
November 16 Sangasanga
72 Incident Investigation
ABNHSE November 21
Sangasanga 73
Technical Inspection ABNHSE
November 21 Sangasanga
74 In-house Training – Draught Survey
Introduction HR PT Indomining dan
PT Sucoindo December 9-10
Sangasanga 75
Environmental sampling techniques Water, Air and Land
ABNHSE December 10-12
Sangasanga 76
Corsec Corcomm Gathering “Consumer Behavior, Advertising Strategy National
Economic Projection 2015” Idea Group Indonesia
December 16 Jakarta
The Company’s total investment on training and employee development programs in 2014 was US 152
thousand, up 16.4 from the US 130 thousand the year before.
Performance Management
The Company values high performing employees very much. Performance evaluation results are used as input
for career development and employee development programs. On the other hand, management also
pays attention on employees whose performance is not optimal to be increased through various training
programs.
In 2013, the Company had developed a performance evaluation system using a Key Performance Indicators
KPI throughout all Subsidiaries. The KPI that had been agreed upon became the reference for measured
performance targets and work plan that had been harmonized with the Company’s business plan, for both
Subsidiaries and employees. The supervisors will always supervise hisher direct subordinate. Performance
evaluation is not based on KPI alone, but also on non-KPI factors such as a work ethos, attitude and discipline that
is in line with the Company’s values and on weighing individual contributions to the Company outside
of the KPI.
Company Remuneration
Toba Bara implements a competitive remuneration system that weighs salary levels of similar companies,
labor laws, regulations on minimum regional wage and minimum provincial wage, and the Company’s capability.
The Company ensures that it complies with the federal wage standard. Moreover, there is no remuneration
policy that treats male and female employees differently at every level of the Company.
The remuneration amount is decided based on position, work function and achievement. The Company has
developed a competency-and-performance-based remuneration system in order that KPI achievements are
also used in deciding the amount of remuneration.
The Company gives compensation and beneits for full time as well as contract workers. Other than basic
salary, the Company also gives various beneits such as Jamsostek Social Security and Holiday Allowance
THR.
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CORPORATE
GOVERNANCE
GCG implementation at Toba Bara is aimed at reaching the Company’s
vision and mission through responsible, independent, and fair management,
as well as ensuring transparency through information disclosure to all
stakeholders.
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As a public company, Toba Bara is committed to managing and maintaining the Company’s reputation
by applying the best Good Corporate Governance GCG practices in all its business activities. GCG
implementation at Toba Bara is aimed at reaching the Company’s vision and mission through responsible,
independent, and fair management, as well as ensuring transparency through information disclosure to all
shareholders and stakeholders.
One of the Company’s mission is “to become a responsible company in helping community
development and implementing good corporate governance practices”. Therefore, it is the responsibility
and obligation of all parts of the Company to fulill the mission with high ethical and professional standards,
and following all applicable laws. The principles, policies, and implementation of Toba
Bara’s corporate governance refers to the Law Number 40 Year 2007 regarding Limited Liability Companies,
Indonesian Good Corporate Governance General Guidelines produced by the National Committee
on Governance Policy, Financial Services Authority regulations, as well as common best practices in the
industry.
For GCG execution in the work ields, the Company had compiled guidelines and policies, which are periodically
renewed to meet current conditions, to conform to changes in the laws and the Company’s Articles of
Association and to address dynamics of the business world. Some of those guidelines and policies are:
• Audit Committee Charter • Internal Audit Charter
• Company Regulations • Standard Operating Procedures in Accounting,
Production, and Civil Construction.
CORPORATE
GOVERNANCE
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Gradually, the Company will compile corporate governance guidelines and other policies to complete
the GCG codiication and increase GCG observance at all organizational levels.
GCG ACTIVITIES IN 2014
Mining activities possess a signiicant risk of occupational hazard as well as sickness due to work,
especially in the production process. High work- related accident rates and health issues cause material
and inancial loss to a company, but also cultivate an image that a company as not following the best and
responsible corporate governance. Thus, to achieve operational excellence, the Company has conducted
internalization and socialization of Company regulations as an effort to continually increase work discipline
consistency in order to achieve high safety and occupational health results.
CORPORATE GOVERNANCE STRUCTURE
According to the Law on Limited Liability Companies, Toba Bara’s corporate governance structure consists of
3 three company bodies which are: General Meeting of Shareholders GMS, Board of Commissioners,
and Board of Directors. The GMS is the highest decision making forum for shareholders. The Board of
Commissioners is responsible for the supervision of the Company management, and the Board of Directors is
responsible for managing the Company. The Boards of Commissioner and Directors have
separate responsibilities and rights based on their functions as regulated in the laws, regulations, and the
Articles of Association.
The Audit Committee is tasked to help the Board of Commissioners with its supervisory functions, in fulilling
its obligations and responsibilities, and in joining to formulate policies within the Board of Commissioners’
work scope.
To reach optimal operational performance, Toba Bara has
conducted internalization and socialization of Company
regulations to increase work discipline consistency in order
to achieve high safety and occupational health results.
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Meanwhile, the Board of Directors has supporting bodies that are in charge of controlling, supervising,
and being responsible for GCG implementation, namely Internal Audit and the Corporate Secretary.
A. GENERAL MEETING OF SHAREHOLDERS
The General Meeting of Shareholders GMS is a forum for shareholders to make decisions related to the capital
invested in the Company. The GMS has authority that is not given to the Boards of Commissioners and Directors
within the boundaries deined in law and the Articles of Association.
Some of the shareholders’ rights and authorities in the GMS as governed by the Articles of Association and law
are: • Accept and authorize the Company’s Annual Report
• Decide the use of Company proits including
dividend payment to shareholders • Decide the remuneration for members of the Boards
of Commissioners and Directors • Appoint and dismiss members of the Boards of
Commissioners and Directors • Approve the Company’s corporate actions related to
the management of the Company. Decisions taken at the GMS are based on the Company’s
business interest in the long term. Without reducing the authority and power of the GMS, shareholders cannot
interfere with the execution of tasks, functions, and authority of the Boards of Commissioners and Directors
in exercising their rights and responsibilities as stated in the Articles of Association and related laws.
The GMS consists of the Annual GMS and Extraordinary GMS. The Annual GMS has to be held at the latest six
months after the inancial year ends. Meanwhile, an Extraordinary GMS can be held any time necessary as
governed in the Articles of Association, and related laws and regulations.
In 2014, Toba Bara held one AGMS and did not hold any EGMS. Below is the description of the AGMS that was
held in 2014.
2014 Annual General Meeting of Shareholders
The Annual General Meeting of Shareholders was held on Wednesday, May 21st, 2014, at the Conference
Room - Indonesian Stock Exchange Building, Jl. Jendral Sudirman Kav. 52-53, Jakarta.
Before the AGMS took place, the Company fulilled its obligations related to the procedure of organizing a
GMS based on Financial Service Authority regulation, such as:
a AGMS announcement through Investor Daily dated
April 21, 2014 b Submitted proof of advertisement regarding
announcement of AGMS to Financial Services Authority on April 21, 2014
c A convener regarding AGMS which was announced through Investor Daily on May 6, 2014
d Submission of proof of advertisement regarding AGMS’ convener to Financial Services Authority on
May 6, 2014. The summary of decisions taken at AGMS dated May 21,
2014 is as follows:
First Agenda Item
Accepted Annual Report which contained Company’s Consolidated Financial Statement for inancial year
which ended on December 31, 2013 and ratiied Company’s Balance Sheet and Proit and Loss Statement
for inancial year that ended on December 31, 2013, the statement of which had been audited by Puwantono,
Suherman, and Surja Public Accountant Firm member of Ernst Young global network, with an opinion of
without exception as stated in the Independent Auditor Report dated March 21, 2014 Number: RPC-4902
PSS2014.
With the acceptance of Company’s Annual Report and the ratiication of Balance Sheet and Proit and Loss
Calculation for inancial year ended December 31, 2013, the shareholders granted the Boards of Commissioners
and Directors release and discharge in full Acquit et de Charge related to all the management and
supervision measures throughout 2013 as long as those management and supervision measures are relected in
the Balance Sheet and Proit and Loss Calculations.
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Second Agenda Item
1. Deciding the use of 2013’s net proit that can be attributed to the owner of Holding Company in the
amount of US 18,543,538.00 with the details as follows:
a US 1,500,000.00 to be used for cash reserves,
in accordance with the provision of Article 70 Constitution No. 40 Year 2007 regarding Limited
Liability Companies. b US 6,490,238.30 or more than 35 of 2013’s
net proit to be used to pay inal cash dividend. The payment schedule will be announced in 2
two national daily newspapers with regard to the applicable law.
c US 10,553,299.70 as retained earnings. 2. Gave authority to the Board of Directors of the
Company to set the schedule and procedure of paying the cash dividend with regard to the
applicable law.
Third Agenda Item
Gave power and authority to the Company’s Board of Directors to appoint Public Accountant Firm which is
registered at the Financial Services Authority to audit the Company’s inancial statement for the ongoing
inancial year that will end on December 31, 2014, and approved the giving of power and authority to the Board
of Commissioner to decide the amount of fee for said Public Accountant Firm and other requirements.
Fourth Agenda Item
Gave authority to the Board of Commissioners to decide the honorarium andor other allowance for the Board of
Commissioners for year 2014 as well as the breakdown of allocation of the distribution for each Commissioner.
Fifth Agenda Item
Gave the authority to the Board of Commissioner to set the honorarium and other allowances for the Directors
for inancial year 2014 and the breakdown of allocation of the distribution for Director.
Sixth Agenda Item
Accepted the accounts on the use of the money gathered from the Initial Public Offering until December
31, 2013 that the Company had reported to the Financial Services Authority as well as Indonesian Stock Exchange,
LLC, where it had been reported that the net result from the IPO was Rp. 361,423,000,000.00. The realization
details are as follows: a. Payment of Loan to BNP Paribas
Rp. 94,116,000,000.00 b. Capital Expenditure Rp. 112,532,000,000.00
c. Acquisition of coal mining concession, Working and Operational Capital, and Exploration activities
Rp. 77,236,000,000.00 d. And the remainder, the amount of
Rp. 77,539,000,000.00, was saved in the form of a Certiicate of Deposit, in accordance with law.
In order to fulill the provision under the Law of Limited Liability Companies Chapter 68 article 4 and 5,
the Company had announced together with the announcement of the result of AGMS that Consolidated
Cash Flow Position and Comprehensive Consolidated Proit and Loss Statement for the inancial year ended on
December 31, 2013 as stated in the Company’s Financial Statement, which was ratiied in First Meeting Agenda,
was the same ash the Consolidated Cash Flow Position and Comprehensive Consolidated Proit and Loss
Statement that had been announced through Investor Daily on March 29, 2014.
The decisions taken at the above AGMS were announced in Business Indonesia daily and Investor
Daily on May 23, 2014.
Realization and Implementation of AGMS’ Results
Until December 31, 2014, all the decisions taken in the AGMS dated May 21, 2014 had been realized well.
Those decisions are: 1. As agreed in the AGMS, the Company paid inal
cash dividend amounting to US 6,490,238.30 or US0.032 per share on July 16, 2014.
2. AGMS gave power and authority to the Board of Commissioners to appoint public accountant irm
that would audit the 2014 Financial Statement. Based on that decision, the Board of Commissioners in
Toba Bara Sejahtra, LLC Board of Commissioner Circular Decision, as a Replacement of Board of
Commissioner Meeting dated October 1, 2014, had appointed Public Accountant Firm Purwantono,
Suherman and Surja, a member of Ernst Young global network, to audit 2014 Financial Statements
and gave power and authority to the Board of Directors to decide the fee of the Public Accountant
Firm and other requirements as long as this amound did not exceed the limited established by the Board
of Commissioners.
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B. BOARD OF COMMISSIONERS
The Board of Commissioner is in charge and responsible collectively and collegially to supervise the execution
of tasks and responsibilities of Board of Directors, gives advice to the Board of Directors, and ensures that the
Company is implementing GCG principles. The position of each Commissioner, including that of the President
Commissioner, is equal. The task of the President Commissioner is to coordinate Board of Commissioners
activities.
In accordance with the Company’s Article of Association, the Commissioners are appointed and dismissed by
the shareholders through a GMS. The term of ofice a Commissioners is counted from the date of the GMS
in which the Commissioner was appointed until the close of the fourth AGMS from the date of appointment,
without discounting the rights of the GMS to dismiss the Commissioner before the stated end of term of ofice.
The GMS has authority to dismiss a member of the Board of Commissioners before the member’s term
ends if said member does not fulill requirements as a member of the Board of Commissioners, which includes
actions that have an adverse effect on the Company or any other reason deemed it by the GMS.
Board of Commissioners Composition
The composition of the Board of Commissioners is as follows:
Board of Commissioners
Name
President Commissioner Independent
Jusman Syaii Djamal Independent Commissioner
Bacelius Ruru Independent Commissioner
Farid Harianto
Information Regarding Independent Commissioner
Regarding the Regulation No. IX.I.5 Attachment to the Decision by the Head of Bapepam-LK No: KEP-
643BL2012 dated December 7,2012 regarding the Creation and Guidelines of Audit Committee Execution
of Work, an Independent Commissioner is a member of the Board of Commissioners who comes from outside
the Company and fulills these requirements: 1. Not someone who has worked or had authority and
responsibility to plan, lead, control, or supervise Company activity within the last 6 six months;
2. Does not own any shares of the Company, directly or indirectly;
3. Does not have any afiliation with the Company, other Board of Commissioners members, Board
of Directors’ members, or the Company’s Major Shareholder; and
4. Does not have any work related relationship, whether directly or indirectly, that is related with the
Company’s business activities. Each Independent Commissioner of the Company has
fulilled the independency requirements stated above. An Independent Commissioner has an important
role as an Independent Commissioner represents the community’s and minority shareholders’ interests in
supervising Company’s performance. All members of the Board of Commissioners of the Company are
Independent Commissioner who are not afiliated with any shareholders. Therefore, [ed. this statement
appears to contradict the 4 requirements listed above. If true, the statement “All members of the Board of
Commissioners are Independent Commissioners. Therefore, “ is suficient. The Company has fulilled the
requirements of Financial Services Authority regarding the number of Independent Commissioner which is
minimum 30 of the number of the member of the Board of Commissioners. One of the Independent
Commissioners serves as the Head of the Company’s Audit Committee.
Board of Commissioners Tasks
The tasks of the Board of Commissioners are to supervise and advise the Directors with good intentions
and responsibilities for the Company’s interests. In doing its tasks, the Board of Commissioners conducts:
• Supervising the Board of Director’s policies in
managing the Company, including preventive and reparative measures, as well as having leave
to temporarily dismiss member of the Board of Directors;
• Supervising the Company’s business risks and the suficiency of management actions in internal control;
CORPORATE GOVERNANCE
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• Supervising GCG implementation in the Company’s business activities;
• Advising the Directors related to their tasks and responsibilities;
• Giving response and recommendation on Board of Director’s proposals and plans to develop the
Company; •
Ensuring that the Board of Directors take stakeholder interests into account.
In contrast to the Board of Directors, Board of Commissioners’ members cannot act alone but only by
decision of the Board of Commissioners. In doing its job, the Board of Commissioners cannot be involved
in operational decision making. Decisions of the Board of Commissioners regarding the matters that are
governed by the Articles of Association and applicable laws are done within its supervisory capacity, so that
the operational activities remain Board of Directors responsibilities.
Board of Commissioners Remuneration
In accordance to applicable laws and regulations, salary, honorarium, and other allowances decided at
a GMS take into account the recommendations from the Nomination and Remuneration Committee, if such
committee has been formed. If the committee has not been formed, the amount of remuneration for the
members of Board of Commissioners is decided by the GMS or the authority given by the GMS to the Board of
Commissioners to decide the amount of honorarium andor other allowances for the members of the Board
as well as the detailed allocations of distribution for each member of the Board.
The amount of honorarium and bonus for members of the Board of Commissioners is decided with regard
to the achievement of business targets, Company’s inancial capability, and other relevant factors.
Board of Commissioners Meeting
Board of Commissioners meetings are held at least once every three months and can be held at any other
time deemed necessary based on the request of one or more of the members. Meetings are held to do internal
consolidation primarily concerned with the discussion of reports submitted by the Board of Directors. The
agenda of meetings includes discussion on monthly performance, annual performance, budget forming,
inancing, discussion on project progress, and discussion regarding the business of Subsidiaries.
Throughout 2014, the Board of Commissioners held six meetings. The Board’s level of attendance in such
meetings in 2014 is as follows:
Attendees Position
Attendance
Jusman Syaii Djamal President
Commissioner Independent
100 Bacelius Ruru
Independent Commissioner
100 Farid Harianto
Independent Commissioner
83
Board of Commissioners Meeting Agenda in 2014 among others included:
• Operational and inancial performance discussion of the Subsidiaries and Consolidation year 2013.
• Company’s 2014 Work Plan and Budgeting. • Monthly operational and inancial performance
discussion. • Quarterly operational and inancial performance
discussion. • Quarterly reports from the Audit Committee
• GMS and dividend payment plan. • Public Expose plan.
• Company’s 2015 Work Plan and Budgeting.
Board of Commissioners Task Execution
Throughout 2014, Board of Commissioners had fulilled their supervisory and advisory functions on things
related to: • Company management in regards to the global coal
price drop • Implementation of best GCG principles in all
Company activities • Division of proit attained by the Company to all
shareholders.
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Board of Commissioners Accountability
Board of Commissioners reports their action on Company management taken by the Board of Directors.
That report is delivered to the GMS to be approved. The Board of Commissioners Report to the GMS
is a materialization of their accountability on their supervision of Company management with regards to
the GCG execution.
Board of Commissioners Performance Evaluation
The Board of Commissioners performance is evaluated every year by the shareholders in the GMS. The
performance is decided upon based on the execution of tasks, authority, and responsibilities as included in the
Company’s Article of Association and applicable laws.
C. BOARD OF DIRECTORS
The Board of Directors is in charge and responsible collectively and collegially in managing the Company.
Based on the Company’s Articles of Association, the President Director and one other Director; or in the case
of non-appearance or unavailability of the President Director because of any reason that does not need to
be explained to a third party, 2 two other members of the Board of Directors; are authorized and have the
right to represent the Company inside and outside of court regarding everything and in any circumstances
tied the Company with any other party as well as run the management of the Company.
In accordance with the Company’s Articles of Association, Directors are appointed and dismissed by
the shareholders through a GMS. The Directors’ term of ofice is one year from the date that the GMS that
appointed them until the close of the ifth AGMS after that, without diminishing the right of the GMS to dismiss
any Director before the term of ofice ends.
The GMS has the authority to dismiss any Director before the term of ofice ends if the said Director is no longer
capable of fulilling the requirements to be a member of the Board of Directors.
Board of Directors Composition
The Company’s Board of Directors consists of four people including Independent Director as required in
Attached I Indonesian Stock Exchange, LLC. Director Decision No: Kep-00001BEI01-2014 dated January 20,
2014. The Independent Director is not afiliated with the Company’s controlling shareholder.
Based on the AGMS dated June 28, 2013, below is the composition of the Company’s Board of Directors:
Directors
Name
IndependentPresident Director Justarina S. M. Naiborhu
Director Pandu P. Syahrir
Director Arthur M. E. Simatupang
Director Sudharmono Saragih
Board of Directors Duties
In accordance with the Company’s Articles of Association, the Board of Directors is responsible to
conduct every activity that is related to the management of the Company to the beneit of the Company and in
line with the purpose and objectives of the Company. The Board of Directors also represents the Company
inside and outside of court in every matter and every event with special exceptions as set in the Articles of
Association and applicable laws.
The duties of the Board of Directors among others are: • To ensure that the Company’s activities are done in
line with its business objectives. • To formulate the Company’s Long Term Business Plan
and prepare Annual Budget Plan to be approved by the Board of Commissioners.
• To execute the Company’s business plans to the best of its ability to achieve the set purpose and target.
• To compile as a form of Board of Directors performance accountability, the Company’s annual
report and inancial statements as set by the Limited Liability Company Law.
• To prepare the Company’s annual report in compliance with the common accounting standards
and submit the Company’s books to a Public Accountant to be audited.
CORPORATE GOVERNANCE
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• To put into place the Company’s organizational structure, and ill each position with competent
people. • To give a report and explanation at the request of the
Board of Commissioners. • To do other responsibilities as set by regulations
stated in the Articles of Association and GMS decisions based on applicable laws and regulations.
In doing its duty and responsibilities, the Board of Directors upholds GCG principles, including Corporate
Social Responsibilities.
Board of Directors Work Scope and Responsibilities
So that the Board of Directors can do its tasks of managing the Company in a more eficient and effective
way, the Board of Directors based on its internal agreement delegates the work in hand based on each
Director’s expertise and competence. However, to give a balanced result in very decision making, the delegation
of work does not limit their cross-directorate authority as Directors.
Board of Directors Remuneration
Based on applicable laws and regulations, the honorarium and other allowances given to Directors is
decided in a GMS with regard to the recommendation to the Nomination and Remuneration Committee, if such
body has been formed. If the Committee has not been formed, the amount of remuneration is decided in a
GMS or GMS appointed authority, in the Company’s case the Board of Commissioners, to decide the amount of
honorarium and other allowances, as well as the detailed allocation for each Director.
The amount of remuneration for Directors including salary, bonus, and other allowances is decided by taking
into account the achievement of business targets, the Company’s inancial condition, and other relevant
factors.
Board of Directors Meetings
Board of Directors meetings are held on a regular basis with a minimum of once a month, and a meeting can be
held any time if deemed necessary based on any one or more Director’s request. In general, a Board of Directors
meeting discusses business problems and ensures that the Company is following the right path in executing the
set business strategy.
In 2014, the Board of Directors held 12 meetings. The level of attendance of the Directors is as follows:
Meeting Attendees Position
Attendance
Justarina Naiborhu IndependentPresident
Director 100
Pandu P. Syahrir Director
100 Arthur Sumatupang
Director 42
Sudharmono Saragih Director
100
Attended Lemhanas during April - Oct 2014
Board of Directors Meeting Agenda in 2014 included: • Discussion of operational and inancial performance
of Subsidiaries and Holding Company at the end of 2013.
• Company’s 2014 work plan and budget. • Discussion of monthly operational and inancial
performance of subsidiaries and holding company. • Discussion of quarterly operational and inancial
performance of subsidiaries and holding company. • GMS and dividend payment plan.
• Public expose plan. • Company’s 2015 work plan and budget.
Board of Directors Accountability
The Board of Directors compiles an account on the management of the Company in the form of
annual report, which includes inancial statements, activity report, GCG activity report among others
to be submitted to the GMS. The annual report has to be approved by the GMS, while the inancial
statement has to be ratiied by the GMS. The Board of Directors account to the GMS is a manifestation of its
accountability on Company management in the context of GCG implementation.
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Directors Performance Evaluation
Directors’ performance, individually and collegially, is evaluated by the Board of Commissioners. The evaluation report on the Board of Directors and each Director’s performance is presented to a GMS, and will become
inseparable from the consideration on compensation and incentive scheme for the Directors. Individually, a Director’s performance evaluation is one basis of consideration for the shareholders to dismiss or to reappoint the said Director
for the next term. The performance evaluation result is a means to evaluate and increase Board of Directors eficiency.
Boards of Commissioners Directors Competency Development
Members of the Boards of Commissioners and Directors follow industry developments as well as general development in various ields such as management, technology, human resources, inance, and occupational safety
and health OSH. Competency development for Commissioners and Directors are conducted continuously to increase knowledge and support work execution. In 2014, the members of the Board of Directors followed seminars,
workshops, and conferences such as:
No Activity Name
Dates Location
Organizer Role
1 Citi Asia Paciic Investor
Conference January 15 - 17
Hongkong Citi
Participants 2
5th Annual Asia Paciic Export Agency Finance 2014
February 20 Grand Hyatt Hotel,
Jakarta Euro Money Asia
Panelists 3
4th Annual Corporate Treasury CFO Summit
February 20 Hotel Mulia, Jakarta
Haymarket Asia Panelists
4 12th Annual Coal Markets
February 26 Hilton Hotel, Singapore
IBC Asia Panelists
5 Coal Trans Asia 2014
June 1-4 Westin Nusa Dua Bali
Euro Money Plc Participants
6 IHS Asia Coal Market Outlook
August 13 Pullman Hotel, Jakarta
IHS Asia Panelists
7 Goldman Sachs South of Asia
Conference September 11-12
Singapore Goldman Sachs
Participants 8
CLSA Investor Forum September 16
Grand Hyatt Hotel, Hongkong
CLSA Participants
9 Macquarie Indonesia
Commodities Conference September 23-24
Ritz Carlton Mega Kuningan
Macquarie Speaker
10 IHS Asia Paciic Coal Outlook
Conference November 4-6
Bali McCloskey
Speaker
Company Introduction for New Boards Members Program
In 2014, the Company did not conduct any introduction program as there were no new Board members.
Boards of Commissioners and Directors Disclosure Guidelines
At this moment, the Company is drawing up the Boards of Commissioners and Directors and Disclosure Guidelines.
Boards of Commissioners and Directors Afiliation Disclosure Commissioner Independency and Afiliation
Every Commissioner has to act independently, have no conlict of interest and be free from intervention from any Company or third party that can disturb and affect the decisions taken as a Commissioner.
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Every Commissioners does not have any inancial, management, shareholding, andor familial relationship
up to the second degree, both vertical and horizontal, nor marital relationship with other Commissioners and
or Shareholders andor Directors, so that in doing hisher task, the said Commissioner is able to act
independently.
Director Independency and Afiliation
All Directors do not have any afiliation with the Board of Commissioners. The Board of Directors independency
is required to execute management actions or engage in any relationship with third parties without intervention
from other parties or in contrary to the laws and Articles of Association which could materially interfere with the
objectivity and independence of the Board of Directors in conducting its duties for the beneit of the Company.
There is no familial relationship up to second degree, both vertical and horizontal, nor marital relationship
between other Directors andor Commissioners.
Boards of Commissioners and Directors Shareholding Disclosure
Referring to Regulation No.X.M.1 Attachment on Decision by the Head of Capital Market Regulatory
Body No: Kep-82PM1997 dated January 17, 1996 about Certain Shareholders Information Transparency,
until the end of 2014 there were no Commissioners that held shares in the Company. Meanwhile, one Director,
Sudharmono Saragih, owns shares in the amount of which falls within regulation through the ESA program at
a time when he had not been appointed as Director.
AUDIT COMMITTEE
The Board of Commissioners formed the Audit Committee in accordance to Regulation No. IX.I.5
Decision of the Chairman of Bapepam-LK No: Kep- 643BL2012 dated December 7, 2012 regarding the
Establishment and Guidelines for Audit Committee’s Work Implementation. The company’s Audit Committee
consists of one Independent commissioner and two independent external parties.
Duty and Responsibility of Audit Committee
The main function of the Audit Committee is to help the Board of Commissioners in fulilling their supervisory
responsibility. The duty and responsibility of the Audit Committee is regulated in the Audit Committee Charter,
detailing the Audit Committee: • To do its duty and responsibility based on Regulation
No. IX.I.5 attachment to Bapepam-LK Decision No. KEP-643BL2012 dated December 7, 2012
regarding the Establishment and Guidelines of Audit Committee’s work implementation.
• To supervise the Company’s internal and external audit activities, from planning to execution, indings,
and follow ups. • To give advice to the Board of Commissioners in
ensuring the Company’s inancial statement integrity. • To give professional and independent opinion to
the Board of Commissioners regarding any report or matters presented by the Directors to the Board of
Commissioners and other tasks related to the duty of a Commissioner.
Audit Committee Composition
As at December 31, 2014, the Audit Committee composition was as follows:
Name
Position
Bacelius Ruru, SH, LLM Head of the Audit Committee
Independent Commissioner Prof. Dr. Ir. Irwandy Arif, M.Sc.
Member Aria Kanaka, CA, CPA
Member
Audit Committee Member Proile
Bacelius Ruru, SH, LLM – Head of the Audit Committee and Independent Commissioner
His proile is presented in the Board of Commissioners Proile Section in this Annual Report.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
Prof. Dr. Ir. Irwandy Arif, M.Sc –Audit Committee Member
Doctor, graduated from Ecole des Mines de Nancy, France; Bachelor of Mine Engineering and Master
of Industrial Engineering from ITB. He is an expert in the Indonesian mining industry. Appointed as Audit
Committee member in January 2013. Current and past positions among others were audit committee member
at PT Adaro Energy Tbk from 2008, Head of audit committee PT Aneka Tambang Tbk Persero 2004-
2009, independent commissioner in some companies, and expert researcher in various institution in mining and
the mineral technology ield. He is still actively teaching in the Mine Engineering College at ITB and researching,
as well as writing mining and geotechnical journals.
Aria Kanaka, CA, CPA – Audit Committee Member
Bachelor of Arts in Accounting, and Master of Arts in Accounting from University of Indonesia. He was
accepted at the National Registry of Accountants from Republic of Indonesia Ministry of Finance in 2000, and
passed the public accountant certiication test from the Indonesian Accountants Association in 2003. Appointed
as a member of the Audit Committee in January 2013. Positions currently held, among others, are audit
committee member at PT Tower Bersama Infrastructure Tbk since 2010, PT Total Bangun Persada Tbk since
2014. He is currently a partner at Aria Kanaka and Associates Public Accountant Firm member of Mazars
SCRL and actively teaches at the College of Economy at the University of Indonesia.
Audit Committee Member Independency
The Audit Committee is headed by an Independent Commissioner and has independent members from
outside the Company. This is in accordance to Bapepam Regulation No. IX.I.5 regarding Audit Committee
Forming and Guidelines of Work Execution. The Audit Committee fulills its duties and responsibilities
independently and professionally.
Duties and Responsibilities
The Audit Committee fulills its duties and responsibilities according to Regulation No. IX.1.5
Decision of the Chairman of Bapepam-LK No. KEP-643BL2012 dated December 7, 2012 regarding
the Audit Committee Forming and Guidelines of Work Execution. Those duties and responsibilities, among
others, are to: a. Review inancial information to be disclosed by the
Company to the public andor the authorities such as inancial statements, inancial projections, and
other reports related to the Company’s inancial information.
b. Do reviews on compliance with the laws and regulations related to the Company’s activities.
c. Give independent opinions in case of dissent between management and public accountant
regarding the service given. d. Give recommendations to the Board of
Commissioners regarding the appointment of public accountant based on independency, work scope, and
fees. e. Do reviews on audit activities done by internal auditor
and to supervise follow up actions done by Directors on the indings.
f. Do reviews on risk management activities done by the Board of Directors.
g. Review reports related to the accounting process and the Company’s inancial reports.
h. Review and advise the Board of Commissioners regarding possibilities of conlict of interest.
i. Maintain Company documents, data, and information conidentiality.
CORPORATE GOVERNANCE
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
97
Audit Committee Meetings
In 2014, the Audit committee held 9 meetings. The level of attendance of the members is as follows:
Meeting Attendees Position
Attendance
Bacelius Ruru, SH, LLM Head of
the Audit Committee
Independent Commissioner
88.9 Prof. Dr. Ir. Irwandy Arif, M.Sc.
Member 100.0
Aria Kanaka, CA, CPA Anggota
100.0
Summary of Audit Committee Activities in 2014
According to its duty and responsibility, the Audit Committee gave professional and independent opinions
to the Board of Commissioners regarding matters presented to the Board of Commissioners by the Board
of Directors and other tasks related to the tasks of the Board of Commissioners. This was done through
routine meetings and site visits. The focus of the Audit Committee’s work program was on the effort by the
Company to increase added value in order to prevent risks associated with operational productivity.
Audit Committee 2014 activities among others were: created Audit Committee work program, discussed 2014
work plan and budget, studied Internal Audit reports, discussed with the external auditor new regulations
implementation related to the preparation of inancial statement, and Subsidiaries’ performance.
The Audit Committee also reviewed the 2013 annual report and 2014 1st, 2nd, and 3rd quarter reports and
gave notes when necessary to be submitted to the Board of Commissioners. As a form of work execution
accountability, the Audit Committee created and submitted quarterly reports, an annual activity report,
and the 2015 Audit Committee work plan to the Board of Commissioners.
Other than those activities, throughout 2014, the Audit Committee helped with the execution of a timely audit
schedule, kept operational and inancial performance as well as forward-looking strategy, identiied risks
regarding the Company’s inancial condition, and evaluated the Company’s legal compliance.
Related to the Company’s operational aspects, the Audit Committee evaluated the coal marketing
system and strategy concerning the products of the three subsidiaries, evaluated the efforts to increase
productivity, supply chain effectiveness, and logistics concerning exports, and supervised the Occupational
Safety and Health OSH improvement effort.
The Audit Committee was also involved in the discussion about the implementation of the new accounting
system, especially ISAK 29 as the replacement of PSAK 33 concerning the process of creating inancial
statements in accordance to the new accounting policy and new regulation regarding inancial statement
creation. Other than that, together with Internal Audit, the Audit committee discussed the 2014 audit activity
strategy which consisted of supervision of developments that may have an impact on the Company’s business,
supervision of the internal audit standard operating procedures and Audit Committee 2015 work plan
formation.
CORPORATE SECRETARY
The Corporate Secretary is appointed and accountable directly to the President Director. The duty of the
Corporate Secretary is to ensure effective internal Company communication, between the Company
and inancial services authority and capital market, between the Company and the shareholders and other
stakeholders. The Corporate Secretary also has to ensure the Company’s compliance to the applicable laws and
regulations including capital market regulations.
The Corporate Secretary is responsible for the administration of documents and information related to
the Company’s compliance to capital market laws and regulations, as well as supporting the accountability of
operational reporting and Company responsibility to stakeholders.
The Corporate Secretary helps the Company in fulilling the principles of public disclosure by ensuring the
availability of relevant, accurate, and expeditious information to all stakeholders and the public, including
the availability of quarterly reports, annual report, and other reportsnews regarding the Company.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
Corporate Secretary Proile
Pandu P. Syahrir
From September 27, 2013, the position of Corporate Secretary has been held by Pandu P. Syahrir, who is
concurrently one of the Company’s Directors. His proile is available at the Board of Directors proile section in
this Annual Report.
In 2014, the activities of the Corporate secretary among others were: coordinated AGMS for inancial year 2013,
coordinated inancial year 2013 dividend payment and inancial year 2014 interim dividend payment, hosted
annual public expose, 2013 annual report formation, managed Company website, as well as coordinated
routine reports to the OJK and Indonesian Stock Exchange such as exploration results, IPO fund usage
realization, and quarterly inancial reports. In 2014, the Corporate Secretary hosted a media site
visit, in which media were invited to a site visit to a mine in order to give an understanding and explanation of
activities in the mining concession, from overburden removal, coal hauling from pit to jetty, as well as CST
activities and reclamations.
INVESTOR RELATIONS
The Company believes that adding value for shareholders starts from implementation of GCG
principles, including transparency. Because of that, the Company is committed to communicating the
Company’s business strategies and activities as clearly as possible to stakeholders. To achieve that, the Company
is doing active communication with investors through well-planned investor relations activities.
The Company created an investor relations unit by appointing Iwan Sanyoto as the head of investor
relations on February 2013. The Company develops investor relations activities as a part of the Company’s
accountability to the shareholders.
Throughout 2014, the Company was active in holding analyst meetings and Company presentations. The
Company also held one-on-one meetings with capital market analysts, especially those who covered the
Company as a monitored and analyzed public company.
Below are some of the important activities done by Investor Relations throughout 2014:
No Activity Name
Dates Location
Organizer Role
1 Analyst Meeting
January 22 Jakarta
Goldman Sachs One-on-One Meeting
2 Analyst Meeting
February 14 Jakarta
JP Morgan One-on-One Meeting
3 Analyst Meeting
April 17 Jakarta
Morgan Stanley One-on-One Meeting
4 Analyst Meeting
April 21 Jakarta
Macquarie One-on-One Meeting
5 Analyst Meeting
May 28 Jakarta
PT Sucorinvest One-on-One Meeting
6 Analyst Meeting
July 3 Jakarta
PT Trimegah Securities Tbk
One-on-One Meeting 7
CIMB Annual Indonesia Conference
Agustus 21-22 Bali
CIMB One-on-One Meeting
8 Deutsche Bank Fixed Income
Meeting September 17
Hong kong Deutsche Bank
One-on-One Meeting
CORPORATE GOVERNANCE
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
99
The Company realizes that capital market communication does not go one way. Feed back
from investment community is essential for improving engagement and relation. Because of that, the investor
relations unit is open to input through interactions with investors and analysts. The Investor Relations team can
be contacted through e-mail: iwan.sanyototobabara. com
Head of Investor Relations Proile
Iwan Sanyoto
Iwan Sanyoto was appointed as the Head of Investor Relations in February 2013. Since 1993, he has gained
experience in international trading, capital markets, and investment with J.M Didier Asia s.c. Belgium, PT. Vickers
Ballas Tamara Indonesia, Cargill Financial Services Asia Pte Ltd Singapore, PT DBS Vickers Indonesia,
PT Kuo Capital Raharja dan PT CIMB-Principal Asset Management. Iwan holds a Management degree from
University of Maryland European Division, and an MBA from VUB, Belgium
LEGAL DIVISION
The Company created the Legal division whose responsibility among others is ensuring the Company’s
legal compliance. The Legal Division’s duties and responsibilities consist of:
• Ensuring all Company activities mitigate risks that
may come up as a by product of the transactions the Company is doing.
• Ensuring that the Company, in its transactions as well as its operational activities, always takes into account
applicable laws, related to capital markets, mining, and others.
• Resolving disputes as well as anticipating disputes that may come up between the Company and a third
party.
Head of Legal Proile
Bima Sinung Widagdo
Currently, the head of the Legal Division is held by Bima Sinung Widagdo who has been in the position since
March 2011. Before that, Bima had a career in the energy and banking sector with PT Adaro Energy Tbk and
PT CIMB Niaga Tbk. After inishing his education with a Bachelor of Law from Universitas Indonesia Law School.
COMPANY DATA AND INFORMATION ACCESS
Information Transparency Policy
In order to fulill the transparency principle and GCG implementation, the Company discloses non-secretive
information to the public through adequate means and facilities. Therefore, the stakeholders can access
the information easily without any fees. Information which is time-sensitive to shareholders as well as
other stakeholders is delivered through various communication means to facilitate a fast decision
making process.
Referring to the Financial Services Authority Regulations and Stock Exchange Regulations, the Company is
committed to announce as fast as possible information or facts that may affect share price or investors’
investment decision at the latest two days after the information or facts come to light.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
Information Access
The Company routinely publishes an annual report that presents information regarding the Company’s operational and inancial performance. Through the Company website www.tobabara.com, shareholders, investors and the public
can access various information regarding the Company including annual inancial statements, quarterly inancial statements, summary of inancial performance, stock performance, GCG and CSR activities report, as well as other
activities.
The Company is also open access to submission of opinion, complaints, as well as questions by contacting:
PT TOBA BARA SEJAHTRA Tbk.
Wisma Bakrie 2, 16th loor Jl. H. R. Rasuna Said Kav. B-2
Jakarta 12920 – Indonesia
Corporate Secretary
Tel: 62 21 5794 5779 Fax: 61 21 5794 5778
E-mail: corsectobabara.com
Below is a list of information published by the Company related to the principle of transparency to the public throughout 2014:
No No. Letter
Date Subject
Regulation
No.
1 002TBSI14
January 10 Monthly Report on
Exploration Activities Period December 2013
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
2 004TBSI14
January 10 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
3 005TBSI14
January 15 Report on the Use of Funds
Received from IPO as of 31 December 2013
Regulation No. X.K.4, Attachment Rule Chairman of Bapepam No. KEP-27PM2003
4 009TBSII14
February 5 Performance Guidance 2013
and 2014 Non Regulated
5 011TBSII14
February 10 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
6 012TBSII14
February 12 Monthly Report on
Exploration Activities Period January 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
7 019TBSIII14
March 6 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
8 021TBSIII14
March 12 Monthly Report on
Exploration Activities Period February 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
9 023TBSIII14
March 21 Disclosure Information of
Revolving Loan Facility Regulation No. X.K.1 Rule of Chairman of Bapepam
No. Kep-86PM1996 on Disclosure of Information that must be made Public and Rule Number IE, Appendix Decision of
Board of Directors of the Jakarta Stock Exchange No. Kep- 306 BEJ 07-2004 regarding Obligation of Information
Submission
CORPORATE GOVERNANCE
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
101
No No. Letter
Date
Subject
Regulation
No.
10 025TBSIII14
March 28 Audited Financial
Statements 31 December 2013
Regulation No. X.K.2 Rule of Chairman of Bapepam-LK No. Kep-346BL2011 dated Juli 5, 2011 on the Filing of
the Periodical Financial Statements of Emitent or Public Company and Rule III.1.6.1.4. Regulation Number I-E
Attachment Rule of Board of Directors of PT Bursa Efek Jakarta No. Kep-306BEJ07-2004
11 026TBSIV14
April 1 Proof of Advertisment for
Notice of 2013 Audited Financial Statements
Regulation No. X.K.2 Rule of Chairman of Bapepam-LK No. Kep-346BL2011 dated Juli 5, 2011 on the Filing of
the Periodical Financial Statements of Emitent or Public Company and Rule III.1.6.1.4. Regulation Number I-E
Attachment Rule of Board of Directors of PT Bursa Efek Jakarta No. Kep-306BEJ07-2004
12 029TBSIV14
April 1 Summary of Financial
Analysis and Management’s Discussion MDNA
Non Regulated 13
031TBSIV14 April 7
Monthly Report on Registration of Securities
Holders IDXnet Regulation No. I.E on the Requirement for Information Filing
and Attachment Rule of Board of Directors of PT Bursa Efek Jakarta No. Kep-306BEJ07-2004
14 032TBSIV14
April 8 Monthly Report on
Exploration Activities Period March 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
15 037TBSIV14
April 15 Report on the Use of Funds
Received from IPO as of 31 March 2014
Regulation No. X.K.4, Attachment Rule Chairman of Bapepam No. KEP-27PM2003
16 044TBSIV14
April 21 Proof of Advertisment for
Notice of Annual GMS Bapepam Regulation No. I.1 IX of the Plan and
Implementation of GMS and Securities Listing Regulation No. IE dated July 9, 2014 on the Obligation to Submit
Information
17 051TBSIV14
April 24 Consolidated Interim
Financial Statements Quarter I 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
18 054TBSIV14
April 30 2013 Annual Report
Regulation No. X.K.VI on the requirement for Annual Report iling by an Issuer or Public Company, Attachment the
Decision of the Chairman of the Capital Market and Financial Institution Supervisory Agency No. KEP-134
BL2006
19 057TBSV14
May 6 Proof of Advertisment for
Notice of Annual GMS Regulation No. IX.XI Decision of the Capital Market
Supervisory Board No. Kep-60PM1996 20
065TBSV14 May 8
Monthly Report on Registration of Securities
Holders IDXnet Regulation No. I.E on the Requirement for Information Filing
and Attachment Rule of Board of Directors of PT Bursa Efek Jakarta No. Kep-306BEJ07-2004
21 068TBSV14
May 12 Monthly Report on
Exploration Activities Period April 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004 22
074 TBSV2014
May 23 Submission Results of AGM
2014 Regulation No. IX.XI Decision of the Capital Market
Supervisory Board No. Kep-60PM1996 23
077TBSVI14 June 9
Monthly Report on Registration of Securities
Holders IDXnet Regulation No. I.E on the Requirement for Information Filing
and Attachment Rule of Board of Directors of PT Bursa Efek Jakarta No. Kep-306BEJ07-2004
24 078TBSVI14
June 9 Notice of Schedule and
Adminstering of Cash Dividends Payment
Decision of the Board of Directors of PT Bursa Efek Jakarta No. Kep-565BEJ11-2003
25 082TBSVI14
June 12 Monthly Report on
Exploration Activities Period Mei 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004 26
085TBSVII14 July 2
Exchange Rate for Final Cash Dividends
Decision of the Board of Directors of PT Bursa Efek Jakarta No. Kep-565BEJ11-2003
102
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
No No. Letter
Date
Subject
Regulation
No.
27 087TBSVII14
July 7 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
28 088TBSVII14
July 10 Monthly Report on
Exploration Activities Period June 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
29 094TBSVII14
July 15 Report on the Use of Funds
Received from IPO as of 30 June 2014
Regulation No. X.K.4, Attachment Rule Chairman of Bapepam No. KEP-27PM2003
30 095TBSVII14
July 24 Consolidated Interim
Financial Statements Semester I 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
31 097TBSVII14
July 25 Summary of Financial
Analysis and Management’s Discussion MDNA
Non Regulated 32
098TBSVII14 July 25
Report on the Use of Funds Received from IPO as of 30
June 2014 Revision Regulation No. X.K.4, Attachment Rule Chairman of
Bapepam No. KEP-27PM2003 33
100TBS VIII14
August 7 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
34 102TBS
VIII14 August 12
Monthly Report on Exploration Activities Period
July 2014 Regulation No. I.E on the Requirement for Information Filing
and Attachment Rule of Board of Directors of PT Bursa Efek Jakarta No. Kep-306BEJ07-2004
35 106TBSIX14
September 2 Notice of Schedule and
Adminstering of Interim Dividends Payment
Decision of the Board of Directors of PT Bursa Efek Jakarta No. Kep-565BEJ11-2003
36 110TBSIX14
September 10 Monthly Report on
Exploration Activities Period August 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
37 112TBSIX14
September 10 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004 38
122TBSIX14 September 25
Exchange Rate for Final Interim Dividends
Decision of the Board of Directors of PT Bursa Efek Jakarta No. Kep-565BEJ11-2003
39 126TBSX14
October 6 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
40 131TBSX14
October 10 Monthly Report on
Exploration Activities Period September 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
41 132TBSX14
October 15 Report on the Use of Funds
Received from IPO as of 30 September 2014
Regulation No. X.K.4, Attachment Rule Chairman of Bapepam No. KEP-27PM2003
42 134TBSX14
October 28 Consolidated Interim
Financial Statements Quarter III 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
43 135TBSX14
October 28 Summary of Financial
Analysis and Management’s Discussion MDNA
Non Regulated 44
136TBSX14 October 29
Notice of the Annual Public Expose 2014 IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
CORPORATE GOVERNANCE
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
103
No No. Letter
Date
Subject
Regulation
No.
45 138TBSX14
October 30 Disclosure of Information
Regulation No. X.K.1 Rule of Chairman of Bapepam No. Kep-86PM1996 on Disclosure of Information that must
be made Public and Rule Number IE, Appendix Decision of Board of Directors of the Jakarta Stock Exchange No. Kep-
306 BEJ 07-2004 regarding Obligation of Information Submission
46 141TBSXI14
November 7 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
47 142TBSXI14
November 7 Public Expose Material 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
48 145TBSXI14
November 11 Monthly Report on
Exploration Activities Period October 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004 49
146TBSXI14 November 12
Siaran Pers Public Expose Non Regulated
50 148TBSXI14
November 17 Public Expose
Implementation Report 2014 IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
51 151TBSXII14
December 4 Monthly Report on
Registration of Securities Holders IDXnet
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
52 156TBSXII14
December 12 Monthly Report on
Exploration Activities Period November 2014
Regulation No. I.E on the Requirement for Information Filing and Attachment Rule of Board of Directors of PT Bursa Efek
Jakarta No. Kep-306BEJ07-2004
INTERNAL AUDIT UNIT
Internal Audit is the management’s partner in achieving Company targets through its audit and consulting
functions, independently and objectively. Internal Audit is directly under the President Director. The Head of
Internal Audit is appointed by and accountable to the President Director, but hisher appointment has to be
approved by the Board of Commissioners.
Functionally, Internal Audit works with the guidance and under the supervision of the Audit Committee. Other
than submitting Audit Reports to the President Director, these reports are also submitted to the Audit Committee
to be presented to the Board of Commissioners together with the Audit Committee’s professional
opinion.
Internal Audit conducts audit activities in accordance with the Annual Audit Plan, which has been
comprehensively compiled by considering the risks related to each audited aspect. The audit plan is
discussed together with the head of the unit that will be audited and submitted to the Board of Directors
and approved by the Audit Committee. Internal Audit implementation is done on the basis of risk to ensure
compliance to standard operating procedure, internal control systems and regulation has complied with the
prevailing regulation.
Internal Audit works together, in a consultative way, with Subsidiaries internal audit units to increase internal
control in all subsidiaries. Periodically, Internal Audit will do a study on all the Company’s and its subsidiaries’
activities related to inancial and operational activities as well as compliance to the applicable laws and
regulation. Internal Audit also does internal assessment periodically to study the effectiveness of all aspects of
internal audit activities.
Internal Audit Charter
Internal Audit unit has an Internal Audit Charter as a guideline. The Internal Audit Charter sets
the organizational structure and positions, duties and responsibilities, authority and ethics code for
internal auditors, internal audit standards and auditor requirements.
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PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
The internal audit charter is deined by the Board of Directors’ Decision dated May 14, 2012 and was
approved by the Board of Commissioners based on the Circular Decision of the Board of Commissioners
Meeting As Substitute Board of Commissioners dated May 14, 2012.
Head of Internal Audit Proile
Pria Fardio Syaiful Dinar
The Head of Internal Audit is held by Pria Fardio Syaiful Dinar, who was appointed based on Surat Penunjukan
Kepala Unit Audit Internal Perseroan Nomor: 043 TBSV2012 dated May 14, 2012.
Pria Fardio Syaiful Dinar obtained his Bachelor in Economy from Universitas Indonesia 2008 and
Bachelor of Law from Krisnadwipayana University 2006. Currently, Pria is doing his MBA at Gadjah
Mada University. Before serving as Head of Internal Audit, Pria served as internal audit and controller at PT
ABN, one of the subsidiaries owned by PT Toba Bara SejahtraTbk. Prior to that, he was an external auditor at
Tanudiredja Wibisana and Partners Public Accountant Firm PricewaterhouseCoopers with his last position
as a Senior Association with specialization in energy and mining audits. He also had been a faculty at Islam
University Assyaiiyah School of Law from 2007 to 2008.
Internal Audit Activity Report
The activities done by Internal Audit in 2014 covered the three coal mining subsidiaries, ABN, IM, and TMU. The
activities that were done in 2014 are: a. audits on activities related to procurement and
logistic b. audits on activities related to sales and marketing
c. audits on reserves d. audits of mining activities
e. investigative audits related to HSE activities f. other audits related to Company operational
activities.
2015 Audit Plan
Activities that will be done in 2015 cover the three mining subsidiaries ABN, IM, and TMU, as well as PT
Perkebunan Kaltim Utama I that is engaged in the palm plantation business.
Below is the audit plan for 2015, including some additions on areas of activities compared to 2014:
a. audits on activities related to procurement and logistic
b. audits on activities related to sales and marketing c. audits on reserves
d. audits of mining activities e. investigative audits related to HSE activities
f. other audits related to Company operational activities g. audits on construction progress of Palm Oil Factory at
PKU.
CORPORATE GOVERNANCE
PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
105
PUBLIC ACCOUNTANT
Based on AGMS decision dated May 21,2014 that gave the authority to the Board of Commissioners to appoint a Public Accountant Firm which is registered at the Financial Services Authority to audit the Company’s inancial
statement for inancial year 2014, the Board of Commissioners had appointed Purwantoro, Suherman, and Surja Public Accountant Firm, member of Ernst Young Global Limited, to audit Company’s consolidated inancial
statement for inancial year 2014.
The data on Public Accountant Firm and Accountant who audited the Company’s inancial statement as well as the fees for the last three years are:
Audit Period Public Accountant Firm
Accountant Audit Fee
Audit Service 2014
KAP Purwantoro, Suherman Surja E. Batara Manurung
US 128 thousand Annual Financial
Statement Audit 2013
KAP Purwantoro, Suherman Surja Agung Purwanto
US 135 thousand 2012
KAP Purwantoro, Suherman Surja Agung Purwanto
US 160 thousand
RISK MANAGEMENT
The Company’s business activities are always changing in line with the development of the coal market, resulting
in a bigger challenge and risk exposure. Therefore, various methods for risk management are needed.
The initiative for Company’s risk management is basically to provide the most current and comprehensive
information for Directors and managements to anticipate risk as soon as possible, and to mitigate the
risk. Related to that, the function of risk management in the Company and its subsidiaries is done by each
division including operational and non-operational activities. Risk management in the subsidiaries includes
identiication, evaluation, management, and supervision of risks in a coordinated and integrated way. As a group
of companies, there is also a Risk Management Team that studies and approves investment plans.
The Company has identiied main risks that have to be managed well so that they will not have a negative and
material impact to the Company’s business activities, inancial conditions, operational performance, and
business prospects. Those risks are:
1. Price Fluctuation Risk
The Company’s income is very dependent on the price accepted when doing sales. The price of coal
refers to a world price index that tends to be cyclical and can luctuate signiicantly. Facing the price
luctuation risk, the Company has taken mitigating actions as follows:
•
the Company sells most of its planned production to high quality buyers on a ixed price. This pricing
mechanism is very proitable for the Company because buyers will pay some amount up-front.
Therefore, the Company can maximize the price structure to anticipate unfavorable market
conditions.
• the Company always try to keep a stable
operational costs structure through various eficiency initiatives as well as optimizing
operational performance to maintain production levels. The adjacent locations of the three
subsidiaries support the effort to maximize eficiency through joint mine plans and
infrastructure sharing.
2. Fuel Price Risk
The Company faces fuel price risk caused by the luctuation of fuel prices and the luctuation of price
of fuel provided by the Company to contractors. Increases in price will have a negative impact to the
Company’s proits and margin. To limit the impact of fuel price luctuations, the Company manages risk by
hedging against projected fuel requirements.