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eport to The Shareholders
1. Report from the Board of Commissioners
Includes the following items: 1. Assessment on the performance of the Board of Directors in
managing the company; 2. View on the prospects of the company’s business as
established by the Board of Directors; 3. Change in the composition of members of the Board of
Commissioner and the reason of its change if any; and 4. Committees under the supervisions of the Board of
Commissioners. 29-32
2. Report from tne Board of Directors Includes the following items:
1. The company’s performance, encompassing among others strategic policies, comparison between achievement of results
and targets and challenges faced by the company; 2. Business prospects;
3. Implementation of Good Corporate Governance by the company; 4. Changes in the composition of the Board of Directors if any.
33-40
3. Signatures of Members of the Board of Directors and Board of
Commissioners Containing the following:
1. Signed by all members of the Board of Commissioners and the Board of Directors by mentioning their names and
positions on a seperate sheet of paper 2. Statement that the Board of Directors and Board of
Commissioners are fully responsible for the truthfulness of the content of the Annual Report
3. Written explanation in a separate letter from the concerned member in the event of not signing the Annual Report, or;
written explanation in separate letter from another member in the event the concerned member did not provide a written
explanation 41
IV. Company proile
1. Company Proile Information includes the following items:
Name, address, telephone, facsimile, email and website andor branch ofice or representative ofice, where the public can obtain
information about the company; 43
86-87 back cover
2. Brief history of the company Includes among others: dateyear of establishment, name and
change in the company name, if any. 46-47
3. Line of Business Description includes:
1. The line of business as stated in the last Articles of Association; and 2. Type of products andor services produced
43 48-49
4. Organization Structure In the form of a chart, at least until one level below the Board of
Directors, along with names and titles; 54-55
5. Vision and Mission; Description includes:
1. Company’s vision and mission 2. Statement that vision and mission has been approved by the
Board of Directors Board of Commissioners 56-57
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6. Proile of the Board of Commissioners
Description includes: 1. Name;
2. Position history, work experience, and legal basis for the irst appointment in publicly listed companies, as set out in the
minutes of GMS decisions; 3. Age
4. Education history 5. A brief description of the type of trainings attended in order to
improve the competency of the Board of Commissioners during the year if any; and
6. Disclosure of afiliated relations with other members of the Board of Director and Board of Commissioners, as well as shareholder
if any 58-59
151
7. Proile of the Board of Directors Description includes:
1. Name and brief description regarding the duty and function performed;
2. Position history, work experience, and legal basis for the irst appointment in the Company as set out in the minutes of GMS
decisions; 3. Age;
4. Education history 5. A brief description of the type of training in order to improve the
competence of the Board of Directors that they participated in during the inancial year if any; and
6. Disclosure of afiliated relations with other members of the Board of Director and shareholder if any;
60-61 159-160
8. Change in the composition of the Board of Commissioners andor
Board of Directors after the end of inancial year until the time limit
of submission of annual report as reffered in item number 1 letter a,
the composition has set in annual report is the compostion of the
last and before of the Board of Commissioner andor Board of
Director 145
9. Number of employee and description of competency
development for the year including implementation of employee
education and training programs Information includes:
1. Number of employee for each organization level 2. Number of employee for each education level
3. Competency development that has been done by relecting the equality of opportunity to all employees
4. Funds incurred 64-67
220-222 10. Composition of shareholders
Description includes following items: 1. Shareholder who own 5 ive or more of issuer shares or Public
Company; 2. Commissioner and Director who own issuer shares or Public
Company; and 3. The category of public shareholders who each own less than 5 of
the shares and percentage of their ownership 68-69
11. Information regarding major shareholder and issuer or public
company, both directly or indirectly, which presented in form
of scheme or chart; 68-69
12. List of subsidiaries and associated entities
1. Name of the subsidiariesassociations 2. Percentage of share ownership
3. Information of the line of business of subsidiariesassociated entities
4. Information of subsidiaries and associations operational status has operated or has not operated yet
5. Information regarding the address of subsidiaries 70-76
87
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13. Group Structure of the company Company group structure including subsidiaries, associated entities,
joint ventures and special purpose vehicles SPV or statement that there is no group
45 14. Listing chronology of the other
securities and securities rating if any
Includes the following items: 1. Listing chronology of other securities
2. Corporate actions affecting total number of other securities 3. Changes in the total number of other securities from initial listing
to the end of the iscal year 4. Name of exchanges where the other securities are listed
5. Securities rating 78
15. Name and address of the Rating Agency if any
Information Includes the following items: 1. Name and address of PT Pemeringkat Efek Indonesia Peindo
2. Name and address of Standard Poor’s 3. Name and address of Moody’s Asia Paciic Limited
4. Name and address of Fitch Ratings 79
16. Names and addresses of capital market agencies and professionals
Information Includes the following items: 1. Name and address of BAE
2. Name and address of Public Accountant Firm 3. Name and address of Indonesia Stock Exchange
4. Name and address of KSEI 80-81
17. Awards andor certiication received by the company at both national
and international levels during the year if any
Information includes the following items: 1. Names of awards andor certiicates
2. Year awarded 3. Awarding or certifying authority or institution
4. validity for certiicates 82-85
18. Names and addresses of subsidiaries andor branch ofices
andor representative ofices if any 87
V anagement’s Discussion and analysis
1. Review of operations per business segments in accordance with the
type of industry or Public Company, includes:
Description includes the following items: 1. Production, including process, capacity, and its development;
2. Revenues; and 3. Proitability;
99
2. Comprehensive analysis of inancial performance
1. current asset, non current asset, and total asset; 2. Short term liabilities, long term liabilities, and total liabilities;
3. Equity; 4. Revenues, expense, income loss, other comprehensive
revenues, and total comprehensive income loss; and 5. Cash low;
113-119
3. Ability to pay debts by presenting relevant calculation ratio and
receivables collectibility level by presenting the relevant calculation
ratio; Explanation of:
1. Ability to pay debts, both short-term and long-term 2. Collectibility receivabels level
120
4. Discussion of capital structure and capital structure policy
Explanation of: 1. Capital structure
2. Capital structure policy 120-121
5. Discussion of material commitments for capital
expenditure Explanation of:
1. The purpose of the commitments 2. Expected sources of funds to honor the commitment
3. Currency 4. Planned actions to hedge against foreign currency risks
Note: if the company has no commitments for capital expenditure, this should be stated
120-121
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6. If inancial statements disclosed signiicant increase in sales
revenues, describe how the increase is associated with the
sales amount volume Description includes:
1. The amount of increase in sales or revenues 2. Factors attributable to the signiicant increase in sales or revenues
associated with the sales amountvolume 121-122
7. Comparison between targets or projections at the beginning of
inancial year with the realization regarding the revenues, proit,
capital structure or others which or considered important for the
Company Description includes:
1. Comparison between targets or projections at the beginning of inancial year with the realization
2. Targets or projection set by the Company for next year 121-122
8. Material information and facts subsequent to the date of the
accountant’s report Description of signiicant events after the date of the accountant’s
report, including the effects on the company’s future performance and business risk
Note: if there were no signiicant events subsequent to the date of the accountant’s report, this should be stated
122-123
9. Business prospects of the company;
Description of the company’s prospects in relation to the industry and the economy in general, with supporting quantitative data from
reliable sources 123
10. Targetsprojections set by the Company at least for the next one
year, in terms of revenues, income loss, capital structure, dividend
policy, or others are considered important for the company;
121-122 124
11. Explanation of marketing aspects; Information includes:
1. Marketing strategy and 2. Market share;
128-129 12. Dividend policy and the dates and
total dividend per share cash and or non cash and total dividend per
year declared and paid for the last 2 two years
Includes the description of: 1. Total dividend
2. Total dividend per share 3. Payout ratio
For each year Note: if no dividend was paid, state the reason
130
13. Use of the proceeds from the public offering
Information includes: 1. In case for inancial year, Issuers has an obligation to report the
realization of the use of funds, it must be disclosed realization of the use of funds and proceeds from cumulative public offering
until the end of inancial year; and 2. In the event of changes inthe use of funds as stipulated in
Regulation Number X.K.4, then the Issuer must state the changes 131
14. Material information on investments, expansion,
divestments, acquisitions or debt capital restructuring
Description includes: 1. Purpose of transaction;
2. Value of transaction or total or restructuring; 3. Source of funds.
Note: If no such transactions took place, this should be noted
131-132
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15. Information on material transactions that have a conlict of
interest andor transactions with afliated parties
Description includes: 1. Names of parties to transaction and nature of afiliation;
2. Explanation of the fairness of the transaction; 3. Purpose of transaction;
4. Realisation of transaction in the curent period; 5. Company policy on the mechanism for review of the transaction;
6. Compliance with related statutory provisions
Note: if no such transaction took place,
this should be stated 132
16. Changes in the regulations that signiicantly affect the company
and its impact on the inancial report if any;
Description includes: changes in the regulations and their impact on the company
Note: if there are no changes that have a signiicant impact, this should be stated
133
17. Changes in accounting policy, reasons and its impact on the
inancial report if any Description includes: changes in accounting policy, reasons and its
impact on the inancial report 134
VI. Corporate Governance
1. Description of the Board of Commissioners
Description includes: 1. Description of the duty of the Board of Commissioners
2. Procedure disclosure, basis for determining remuneration, 3. The structure and the amount of remuneration of members of the
Board of Commissioners; and 4. Meeting frequency and the attendance rate of the members of
the Board of Commissioners 5. Disclosure of Board Charter
6. Training program to improve Board of Commissioner’s competence
146-151
2. Description of the Board of Directors
Description includes: 1. Scope of work and responsibilities of each member of the Board
of Directors; 2. Frequency of meeting
3. Attendance rate of members of the Board of Directors in meetings 4. Training program to improve Board of Director’s competence
152-160
3. Assessment of the members of the Board of Commissioners andor
Board of Directors Explanation of:
1. Process of assessment of the members of the BoC andor BoD 2. Criteria used in the assessment of members of the BoC andor
BoD 3. Assessor
160-162
4. Explanation of Directors’ remuneration policy
Includes: 1. Explanation of the procedure for determining remuneratoion
2. Remuneration structure, showing type and amount of short- term, long-term post-service comensation for each Director
3. Performance indicators used to measure Directors’ performance 156
5. Information on Major and Controlling Shareholders, both
direct and indirect, up to individual shareholders
In the form of a chart or diagram 68-69
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6. Disclosure of afiliation or relatioship between the
members of Directors, Board of Commissioners and Major or
Controlling Shareholders Description includes:
1. Afiliation or relationship between the members of the Board of Directors
2. Afiliation or relationship between the members of the Board of Directors and the members of the Board of Commissioners
3. Afiliation or relationship between the members of the Board of Directors and Major or Controlling Shareholders
4. Afiliation or relationship between the members of the Board of Commissioners
5. Afiliation or relationship between the members of the Board of Commissioners and Major of Controlling Shareholders
Note: if no such afiliation or relationship exist,
this should be stated 58-61
162
7. Description of Audit Committee Description includes:
1. Names; 2. Positions, qualiications and work experience of the committee
members; 3. Education;
4. Period of ofice of the members of Audit Committee; 5. Disclosure of Audit Committee’s Independence;
6. Disclosure of company’s policy and its implementation, regarding frequency of audit committee meetings and attendance rate;
7. Brief report on activities of the audit committee in inancial year speciied accordance in the Audit Committee charter;
162-167
8. Risk Management and Business Expansion Monitoring Committee
Information includes: 1. Name, position and CV of each member of the Risk Management
and Business Expansion Monitoring Committee 2. Independence of members of the Risk Management and
Business Expansion Monitoring Committee 3. Explanation of tasks and responsibilities.
4. Explanation of activities of the Risk Management and Business Expansion Monitoring Committee
5. Frequency of meetings and rate of attendance of members of the Risk Management and Business Expansion Monitoring
Committee 168-171
9. Other Committees of the Board of COmmissioners
Information includes: 1. Name, position and CV of each member of any other commitees
2. Independence of members of any other commitees 3. Explanation of tasks and responsibilities.
4. Explanation of activities of any other commitees 5. Frequency of meetings and rate of attendance of members of
any other commitees 172-176
10. Description of duties and function of Corporate Secretary
Description includes: 1. Name;
2. Brief CV, work experience, and legal basis for appointment; 3. Educational Background;
4. Ofice period of the Corporate Secretary 5. Brief of the implementation of the duties of the Corporate
Secretary in inancial year; 178
11. Description of the Internal Audit Unit
Description includes: 1. Name;
2. Brief CV, work experience, and legal basis for appointed; 3. Professional internal audit qualiicationscertiication if any;
4. Structure or status of the Internal Audit Unit 5. Duties and responsibilities of Internal Audit Unit accordance listed
in the charter of Internal Audit Unit; and 6. Brief of the implementation of the duties of the Internal Audit
Unit during the year; 180-189
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12. Corporate Accountant Information includes:
1. Number of periods for which the accountant has audited the Company’s inancial statements
2. Number of periods for which the Public Accountantcy irm has audited the Company’s inancial statements
3. Amount of fee for the audit and other services if the accountant renders other attestation services togehter with the audit
4. Services rendered by the accountanct other than inancial auditing services
183
13. Explanation of the company’s risk management
Information includes: 1. Explanation of the risk management system
2. Explanation of the evaluation of the effectiveness of the risk management system
3. Exlpanation of the risks faced by the company 4. Efforts to manage such risks
183-186
14. Explanation of the internal control system
Information includes: 1. Brief explanation of the internal control system,including inancial
and operational controls 2. Explanation of the internal control system’s alignment with
internationally recognized frameworksCOSO control environment, risk assessment, control activities, information and
communication, and monitoring activities 3. Explanation of the evaluation of the effectiveness of the internal
control system 183
15. Major litigation involving the company, its subsidiaries, members
of its Board of Directors andor Board of Commissioners who were
serving in their positions during the annual report period
Explanation includes: 1. Resume of the caseclaim;
2. Status of the caseclaim; and 3. Impact on the condition of the company.
200-203
16. Access to corporate information and data
Explanation of the availability of and access to corporate information and data by the public, such as via a website, mass media, mailing
list, bulletins, analysts’ meetings, and so on 203
17. Information regarding Corporate’s Code of Conduct and Culture if
any Description includes:
1. Code of conduct; 2. Main point of the Code of Conduct;
3. Content of the Code of conduct 4. Code of Conduct Applies to All Level of the Organization
5. Dissemination of the code of conduct and efforts to enforce the code; 6. Disclosure that the code of conduct is applicable to the Board of
Commissioners, Board of Directors and corporate’s employee; 187-192
18. Description regarding share ownership program by employee
andor management implemented by Issuer or Public Companies, such
as total, period, requirements of eligible employeesmanagement,
exercise price as well if any 130-131
19. Description regarding Whistleblowing System
implemented in the Company to handle reports of misconduct
or violation that could harm the Company or stakeholders if any
Description includes: 1. Method of reporting;
2. Protection of the whistleblower; 3. Handling of reports;
4. Party that handles the reports; 5. Outcome of the reports
196-199
