ar english toba bara 2014 small size
PRESERVING
SUSTAINABILITY
2014
Annual Report
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CONTENTS
74-83
HUMAN RESOURCES
1-19
OPENING
PRESERVING SUSTAINABILITY 2
FINANCIAL HIGHLIGHTS 4
STOCK HIGHLIGHTS 6
2014 EVENT HIGHLIGHTS 8
AWARDS & CERTIFICATIONS 9
REPORT OF THE PRESIDENT COMMISSIONER 10
REPORT OF THE PRESIDENT DIRECTOR 14
PERSPECTIVES OF THE FOUNDING SHAREHOLDER
19
20-41
COMPANY PROFILE
BRIEF HISTORY OF THE COMPANY 20
BUSINESS LINE 22
VISION & MISSION 24
BUSINESS STRATEGY 25
ORGANISATION STRUCTURE 26
PROFILES OF THE BOARD OF COMMISSIONERS 28
PROFILES OF THE BOARD OF DIRECTORS 32
SHAREHOLDERS INFORMATION 36
BRIEF DESCRIPTION OF SUBSIDIARIES 38
CAPITAL MARKET SUPPORTING PROFESSIONALS
40 ADDRESS OF COMPANY
AND SUBSIDIARIES
41
42-73
MANAGEMENT DISCUSSION
AND ANALYSIS
INDUSTRY OVERVIEW 44
OPERATIONAL REVIEW 54
FINANCIAL REVIEW 62
84-107
CORPORATE GOVERNANCE
GENERAL MEETING OF SHAREHOLDERS 88
BOARD OF COMMISSIONERS 90
BOARD OF DIRECTORS 92
AUDIT COMMITTEE 95
CORPORATE SECRETARY 97
INVESTOR RELATIONS 98
LEGAL UNIT 99
COMPANY DATA AND INFORMATION ACCESS 99
INTERNAL AUDIT UNIT 103
PUBLIC ACCOUNTANT 105
RISK MANAGEMENT 105
IMPORTANT MATTERS 106
WHISTLEBLOWING SYSTEM 106
108-118
CORPORATE SOCIAL
RESPONSIBILITY
CSR ACTIVITIES IN 2014 111
Environment 112
Social Community 112
Employment Practices 117
Product Responsibility 118
119
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
PRESERVING
SUSTAINABILITY
After building a solid foundation to support the synergy
of Subsidiaries in 2013, PT Toba Bara Sejahtra Tbk
(the “Company” or “Toba Bara”) is ready to continue
with various initiatives to achieve sustainable business
growth. We continually strive to maximize operating costs
eficiency, develop competent human capital, strengthen
our marketing strategy to acquire quality customers, and
maintain production continuity at an optimal level.
We encourage Subsidiaries to continue to improve
business processes, leverage assets in a smart way and
integrate its resources in order to achieve the best level
of eficiency and productivity. Each Subsidiary should
have the same passion to achieve operational excellence
and be an important contributor to the Company’s
proitability.
“Preserving Sustainability” is the theme of the 2014
Annual Report, relecting our various efforts to maintain
sound performance and growth, in order for Toba Bara to
be ready to seize the opportunities of increasing global
energy demand in the future.
OPENING COMPANY PROFILE MANAGEMENT
DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
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PRESERVING
SUSTAINABILITY
EFFICIENCY IMPROVEMENT
Toba Bara continues to improve cost eficiency through the operational synergy of
its three Subsidiaries, improving work effectiveness with contractors, as well as more
aggressive marketing to end users to further optimize coal sales price. Synergy of
Subsidiaries is continuously improved by optimizing the use of joint production
facilities and infrastructure.
SUSTAINING GROWTH
Toba Bara focuses on maintaining sound growth by keeping production volume
at optimum level in generating proit margin. Sales growth is achieved not only
through increasing production volume, but also through a marketing strategy that
results in medium and long-term contracts with end users at more favorable ixed
price.
MAINTAINING COAL RESERVES
To maintain business continuity and anticipate opportunities of increasing energy
demand in the future, Toba Bara seeks to maintain its coal reserve through better
implementation of mining plan, exploration activities or exploration of the possibility
of mining companies acquisition.
HR DEVELOPMENT
More than half of Toba Bara’s employees are young, eager, vigorous, and
visionary dynamic people. Each employee is given appropriate responsibility and
independence to allow them to have space to develop their creativity and show
their best performance. Through various consistent, planned and sustainable
training programs, Toba Bara’s employees are well prepared to acquire world-class
competency and capability to face existing business challenges.
FOCUS ON CUSTOMERS
Toba Bara establishes selective business relationships to acquire quality customers.
The Company builds an intensive relationship with its customers to understand their
preferences and needs and is committed to maintaining consistency of price and
product quality.
GROWTH OF CORPORATE VALUE
The Company continues to increase its corporate value by maintaining sound levels
of growth and proitability. In addition, the Company strives to increase public trust
through improvement in principles of transparency, accountability, trustworthiness,
responsibility and fairness so that the Company has a strong competitiveness in
domestic, regional and international environments.
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
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FINANCIAL
HIGHLIGHTS
(in US$ unless stated otherwise) 2014 2013 2012
Income (Loss)
Sales 499,965,642 421,849,737 396,685,875
Gross Proit 86,201,207 79,552,405 48,150,372
Operating Proit 56,029,248 50,015,314 21,083,331
Proit for The Year Attributable To:
• Equity Holders of The Parent Entity 18,327,272 18,543,538 3,198,832
• Non-controlling Interest 17,473,232 16,060,255 8,733,850
Total Proit for The Year 35,800,504 34,603,793 11,932,682
Basic Earnings per Share 0.0091 0.0092 0.0032
Total Comprehensive Income Attributable to:
• Equity Holders of The Parent Entity 16,180,692 19,919,574 3,269,250
• Non-controlling Interest 15,961,155 16,213,148 8,733,850
Total Comprehensive Income 32,141,847 36,132,722 12,003,100
Balance Sheet
Current Assets 112,496,094 130,198,784 106,512,473
Non-current Assets 188,114,148 181,449,155 155,014,027
Total Assets 300,610,242 311,647,939 261,526,500
Current Liabilities 90,633,530 145,451,672 140,537,280
Non-current Liabilities 67,624,126 35,715,023 10,044,913
Total Liabilities 158,257,656 181,166,695 150,582,193
Total Equity 142,352,586 130,481,244 110,944,307
Total Liabilities and Equity 300,610,242 311,647,939 261,526,500
Financial Ratio
Gross Proit Margin 17.0% 19.0% 12.0%
Operating Proit Margin 11.0% 12.0% 5.0%
Proit For The Year Margin 7.0% 8.0% 3.0%
Return on Assets 0.1 0.1 0.0
Return on Equity 0.3 0.3 0.1
Current Ratio 1.2 0.9 0.8
Total Liabilities to Total Equity 1.1 1.4 1.4
Total Liabilities to Total Assets 0.5 0.6 0.6
Operational Data
Production Volume (in million of tons) 8.1 6.5 5.6
Overburden (x) 13.3 13.4 14.9
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
Sales
(in million US$)
18.5%
2014
2013 2012
Operating Proit
(in million US$)
12.0%
2014
2013 2012
Total Assets
(in million US$)
(3.5)%
2014
2013 2012
Total Liabilities
(in million US$)
(12.6)%
2014
2013 2012
Total Equity
(in million US$)
9.1%
2014
2013 2012
Total Proit for The Year
(in million US$)
3.5%
2014
2013 2012
300,610,242
311,647,939 261,526,500
158,257,656 181,166,695 150,582,193
142,352,586
130,481,244 110,944,307
499,965,642
421,849,737 396,685,875
56,029,248 50,015,314 21,083,331
35,800,504
34,603,793 11,932,682
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STOCK
HIGHLIGHTS
SHARE PERFORMANCE 2014
Share Price Volume
1,000
750
500
250
0
3,000,000
2,250,000
1,500,000
750,000
0
Dec Nov OctSep Aug Jul
Jun May Apr
Mar Feb Jan
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
Dividend Policy
Based on Indonesian laws, decision on dividend distribution is made by shareholders through the General Meeting of Shareholders on the recommendation of the Board of Directors. The Company can announce the distribution of dividend annually given positive results. Prior to the closing of a inancial year, interim dividend can be distributed, provided that it is permitted by the Company’s Articles of Association, and if the distribution of such interim dividend does not result in the Company’s net assets to fall below the amount of invested and paid-in capital; furthermore, the Company still needs to meet the requirement on provision for compulsory reserves pursuant to Law No. 40 Year 2007 on Limited Liability Company. The distribution of interim dividend is determined by the Board of Directors after securing approval from the Board of Commissioners.
The Company plans to pay cash dividend at least once a year. The amount of dividend is related to the proit of the Company for the respective inancial year, with due consideration of the inancial condition of the Company,
otherwise in accordance with the Company’s Articles of Association and prevailing laws and regulations. The Company has been aiming to pay dividends in the amount of at least 30% of its consolidated proit for the year (less minority interests and other comprehensive income) since inancial year 2012, while observing the compulsory reserve requirements pursuant to the Limited Liability Company Law. The amount of dividends to be distributed by the Company will depend on available cash lows, investment plans, liquidity condition, future business prospects and other factors that are deemed relevant by the Board of Directors as well as restrictions on the payment of dividends based on related agreements.
Shareholders who own the Company’s shares on the listing date, based on prevailing laws, reserve the right to receive dividend, subject to applicable Indonesian income tax.
Dividend Payment
Information on dividend payment is presented in the
Share Performance 2013
Quarter 1 Quarter 2 Quarter 3 Quarter 4
Highest Price (in Rp) 1,330 920 860 810
Lowest Price (in Rp) 770 720 680 630
Closing Price (in Rp) 880 860 710 740
Transaction Volume* (Unit) 148,771,500 17,548,000 7,246,000 9,487,500
Transaction Value* (in Rp) 149,293,019,320 20,770,194,968 5,073,634,976 6,436,890,000
Share Performance 2014
Quarter 1 Quarter 2 Quarter 3 Quarter 4
Highest Price (in Rp) 750 925 900 920
Lowest Price (in Rp) 630 650 800 750
Closing Price (in Rp) 650 835 845 920
Transaction Volume* (Unit) 369,800 16,711,600 5,041,500 7,197,800
Transaction Value* (in Rp) 259,986,734 13,416,843,785 4,308,572,841 6,192,289,152
*Cumulative Value
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2014
EVENT HIGHLIGHTS
March 19, 2014
Signing of Revolving Loan Facility
The signing of Revolving Loan Facility of US$ 75 million with a period of 4 years from BNP Paribas, Citibank N.A. and Standard Chartered Bank. This facility was used for loan repayment, capital expenditure and working capital inancing.
General Meeting of Shareholders
Toba Bara held Annual General Meeting of Shareholders (AGMS) at the Indonesia Stock Exchange Building. One of the resolutions of the 2014 AGMS was to approve distribution of dividends for inancial year 2013 amounted to US$ 6.49 million or US$ 0.032 per share on July 16,
2014.
May 21, 2014
IHS Coal Market Outlook
Toba Bara’s Director Pandu Syahrir was a speaker in IHS Coal Market Outlook presenting materials pertaining to coal market situation after the presidential
election in Indonesia. Pandu Syahrir was
one of the panelists at the meeting to discuss main factors faced by the Asian coal market related to the prospect of demand and supply of Indonesian coal.
August 13, 2014
Macquarie Indonesia
Commodities Conference
Toba Bara’s Director Pandu Syahrir was a speaker in Macquarie Indonesia Commodities Conference presenting a topic of “New Paradigm for Coal Producers”. This conference
discussed the growing trend
of commodities market and its impact on Indonesia.
September 23-24,
2014
November 6,
2014
Asia Paciic Coal Outlook Conference
Iwan Sanyoto, Head of Investor Relations and Ernald Kamil, Marketing Manager of Toba Bara were panelists in Asia Paciic Coal Outlook Conference held in Bali.
Public Expose
Toba Bara held a Public Expose at the Seminar Room, Indonesia Stock Exchange Building. Presented materials included company proile, performance in the irst 9 months of 2014, initiatives and realization of investment as well as CSR activities.
November 12,
2014
Media Site Visit
Toba Bara invited 5 journalists from 5 media to visit the mine
site in Kutai Kartanegara
Regency, East Kalimantan Province. This event, titled “Media Site Visit”, aimed to provide an overview and additional knowledge for the journalists regarding operational activities in coal mines.
November 18-19,
2014
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
AWARDS AND
CERTIFICATIONS
PT Adimitra Baratama Nusantara was certiied ISO 14001: 2004 on Environmental Management System in August 2014.
Blue Rating Certiicate in Company Performance Evaluation and Rating Program in Environmental Management was awarded to PT Adimitra Baratama Nusantara by the Governor of East Kalimantan in June 2014.
Blue Rating Certiicate in Company Performance Evaluation and Rating Program in Environmental Management was awarded to PT Indomining by the Governor of East Kalimantan in June 2014.
PT Adimitra Baratama Nusantara was certiied OHSAS 18001: 2007 on Health and Safety Management System in
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REPORT OF THE
PRESIDENT COMMISSIONER
Jusman Syaii Djamal
President Commissioner
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
In the depressed coal market condition,
the Board of Commissioners appreciates
initiatives taken by Board of Directors
to maintain business sustainability and
achieve proitable performance.
DEAR DISTINGUISHED SHAREHOLDERS,
Kindly let me start by giving praise and gratitude to God Almighty for His blessings, that PT Toba Bara Sejahtra Tbk was able to get through a challenging year in 2014 with encouraging performance.
Coal markets continued to be under pressure, with prices steadily deteriorating within the last three years. This condition was due to the economic crisis that mainly affected the United States, Europe and Japan, excessive supply from coal producing countries, as well as a slowdown in the Chinese economy.
To these factors was added the recently rising environmental issues in China. Complaints over air pollution in major cities in China were getting louder. The Government of China, as reported, responded by announcing its intention to increase the use of environmentally friendly energy source while reducing coal consumption to below 65% of the total primary energy demand by the year 2017.
To date, coal supplied more than 70% of the primary energy demand in China. As a major consumer of the world’s coal, the Chinese market absorbs some 200 million tons annually of imported coal. China’s decision undoubtedly has signiicant impact on the performance of Indonesian coal exports because China is one of the major export destinations of Indonesian
coal.
Assessment on Board of Directors’ Performance
Observing these conditions, the Board of Commissioners appreciates the initiatives that have been taken by the Board of Directors to reduce dependence on the Chinese market and to seek other potential markets. The Company has successfully repositioned its marketing strategy by expanding its customer base and targeting new export destinations.
In addition to the Chinese market, the Company currently also sells coal to Taiwan, India, South Korea and Japan. Aside from establishing business relationships with some of the world’s leading coal traders, the Company also seeks to reach directly to the end users in order to reduce marketing costs and minimize the risk of the Company’s market being dominated by
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With the appropriate marketing strategy supported by eficiency at all operational aspects, in this challenging year Toba Bara could maintain its best performance. The Company was able to increase the volume of coal production by 24.6% to 8.1 million tons in 2014. The Company recorded a comprehensive income for the current year of US$ 35.8 million from a net sales of US$ 500 million, a respective increase by 3.5% and 18.5% from achievement in 2013.
The Board of Commissioners greatly appreciates these achievements by the Management amidst the current unfavorable condition in the coal industry. The Board of Directors, together with the subsidiaries and employees of the Company have effectively overcome the challenges, created opportunities and built a solid foundation to sustain the business.
The View over Business Prospects Prepared by Board of Directors
Looking ahead, the key to success of a coal mining company is the ability to produce coal at a more competitive cost than other coal producers. In addition, coal companies must develop a synergistic business and add value to their products in order to maintain sustainable business.
Therefore, the Board of Commissioners strongly supports the Company’s plan to expand its business portfolio. The planned expansion into the power generation business is a prospective step that must be supported by all parties and all available resources. The Board of Commissioners has thoroughly examined all risk aspects of the proposed business plan, and cautioned the Board of Directors to undertake careful planning and promote the prudent principle.
With input from all stakeholders, the Board of Commissioners believes that every opportunity needs to be reviewed in order to bring optimal beneits for the Company and all stakeholders. We believe that Toba Bara will be able to achieve sustainable growth in the coming years.
Supervisory Role
Throughout 2014, the Board of Commissioners had performed its supervisory function and given their views on policies and measures taken by Board of Directors in managing the Company. Communication between the Board of Commissioners and Directors is not only done through regular joint meetings, but could also be done at any time through various media. Hence, the Board of Commissioners could be acquainted with and provide guidance and advice on various issues immediately
and appropriately in accordance with its authority and
responsibility.
Based on evaluation of the coal market condition and the Company’s operational performance, the Board of Commissioners urged the Board of Directors to continue to improve eficiency at all levels in order to maintain operating margin and increase the Company’s market
share.
Improved Corporate Governance Quality
The Board of Commissioners continues its efforts to improve the quality and effectiveness of the supervisory function and implementation of good corporate governance. The Audit Committee, formed in early 2013, has fully performed its functions. Throughout 2014, the Audit Committee monitored implementation of risk management policies, implementation of internal audit, ensured the Company’s compliance with applicable laws and regulations, and assisted the Board
REPORT OF THE
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
of Commissioners in reviewing the Company’s inancial statements and prepared notes as required. The Audit Committee provides guidance and advice to the Internal
Audit Unit with regard to preparing the Annual Audit
Work Plan, Audit Reports, recommendations and
follow-ups.
The Board of Commissioners and Board of Directors are conducting a review to apply a Whistleblowing System in the effort to create a conducive working environment and prevent various types of violations that might lead to inancial and non inancial losses, including issues that could damage the Company’s reputation. Basically, the Company has long had a complaint mechanism in place
through its open door policy.
The Board of Commissioners encourages the Company to continue to improve the quality of GCG implementation, including composing regulations codiication, policies and GCG soft structure as needed.
In our opinion, with the increasing scale of the Company, it is time for Toba Bara to establish a governance manual and its derivative policies to guide all the Company’s components in carrying out their roles and obligations according to the applicable regulations, ethics and norms.
Change in Board of Commissioners Composition
In 2014, there was no change in the composition of the Board of Commissioners of PT Toba Bara Sejahtra Tbk.
Closing Remarks
Finally, on behalf of the Board of Commissioners, I would like to express my gratitude for the support and trust given by the shareholders and all stakeholders of PT Toba Bara Sejahtra Tbk. Our sincere appreciation goes to the Board of Directors, Directors of subsidiaries, the management and all employees who have worked earnestly and with dedication in realizing the Company’s best achievements in 2014.
Jusman Syaii Djamal
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Justarina S. M. Naiborhu
President Director
REPORT OF THE
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
With efforts in eficiency and operational
integration of our three Subsidiaries as well as
continuing focus on optimum production growth,
Toba Bara managed to maintain business
sustainability and to generate 14.8% increase in
EBITDA compared to the previous year.
DEAR DISTINGUISHED SHAREHOLDERS,
Praise and gratitude be to God Almighty for His blessings and grace, that PT Toba Bara Sejahtra Tbk has been able to go through the challenging year of 2014 with a number of signiicant accomplishments that reinforce our optimism of the Company’s business sustainability in the future. On behalf of the Board of Directors, allow me to report the summary of the Company’s performance for the year ended December 31, 2014.
Global Economy and Coal Market Conditions
The global economy in 2014 has yet to show signs of recovery. Although the US economy continued to improve as relected in the Gross Domestic Product (GDP) and declining unemployment, Europe and Japan however were still experiencing a slowdown. Similarly, China indicated a slowing trend of economic growth.
The slowdown in the world’s major economies that has been going on for at least four or ive years prior has resulted in slower international trading activities. Weakening demand, particularly from China, had an impact on mining commodity prices, including coal. In addition to the falling demand, the decrease in coal prices was also caused by the high level of inventories as a result of declining domestic coal prices and almost no control of production levels in the major supplying countries such as Indonesia and Australia. Coal price in the international market that has continued to decline since the beginning of 2011 reached its lowest point this year. While the reference price of Newcastle (NEWC) Index in 2012 was still in the range of US$ 97.0 per ton, it dropped to US$ 83.3 per ton in 2013 and continued to decline to around US$ 70.8 per ton at the end of 2014. Due to the continuing decline in prices, many Indonesian coal producers have ceased their operations. Only companies with effective and eficient operations can survive and maintain a healthy operating margin.
Strategies and Initiatives
In 2012, Toba Bara embarked on a growth and development program by implementing a number of strategies that focus on efforts to build a foundation of growth and develop the organization. As a responsible public company, Toba Bara is committed to pursuing long-term proitable growth on an ongoing basis.
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In subsequent developments, addressing the continuing depressed coal market conditions, in 2013 the Company has taken important steps in the framework of internal consolidation and integration. The Company made efforts to consolidate its various strengths such as human resources, work procedures, cost eficiency and marketing strategy. Meanwhile, we also strive to integrate the infrastructure and other mining resources in the three coal mining subsidiaries, namely Adimitra Baratama Nusantara (ABN), Indomining (IM) and Trisensa Mineral Utama (TMU).
This strategy of consolidation and integration has succeeded in building a solid foundation to become a company that has a sustainable growth. In 2014, the synergy between the three Subsidiaries was further strengthened, thus improving eficiency and optimum performance.
One of the eficiency measures is in the management of fuel procurement. To obtain a more optimal purchase price, the Company integrated the fuel procurement processes for the needs of all subsidiaries, resulting in a better price from the suppliers compared to what can be obtained if each subsidiary individually negotiated the price with the suppliers. Fuel cost is a signiicant cost component, representing up to 1/3 of the total mining
operating costs.
On the marketing side, since the end of 2013 the Company has implemented several initiatives to secure market share. We established selective business relationships with quality customers, and expanded the coverage of export market.
The Company’s customers are well-known international traders as well as leading power generating companies as end users. We cultivate closer relationship with customers to better understand their wishes and needs. The Company is committed to maintaining its reputation and consistency of product quality. Our strength is coal products with high caloriic value and low sulphur content. These types of coal are in great demand in Japan which command higher reference price than the Newcastle reference. With a strong internal marketing team, we are able to sell directly to
well-known end-users in Japan and thus signiicantly reduce our marketing cost. During 2014, Toba Bara has also expanded its export markets to other Asian countries, including China, Korea, Taiwan, India, and the
Philippines.
The Company sold most of the coal production volume in 2014 by prioritizing sales through ixed price contracts secured at the end of 2013. The payment methods among others include partial percentage of the sales contract value to be paid in advance. By applying medium to long-term coal sales contract with ixed price, the Company could secure relatively better sales price based on the agreed contract amid the uncertain market
conditions.
A signiicant impact in terms of infrastructure eficiency has resulted from the use of the new proprietary hauling road which was completed in 2013. The haul road from TMU to Indomining through ABN has reduced TMU’s transportation cost by about US$ 5-7 per ton. Hence, in 2014 TMU was able to double its production to 1.4 million tons with a better proit compared to the previous year.
Performance in 2014
The Company’s coal production increased by 24.6% from 6.5 million tons in 2013 to 8.1 million tons as contributed by the three subsidiaries. Stripping ratio (SR) in 2014 decreased by 0.7% from 13.4x to 13.3x, in line with the Company’s strategy for managing cost eficiency to maintain proit margins amid weakening sales price. The Company recorded an increase in sales by 18.5% from US$ 421.8 million in 2013 to US$ 500 million. Meanwhile the cost of goods sold rose by 20.9% from US$ 342.3 million in 2013 to US$ 413.8 million due to increased production. The Company’s EBITDA increased by 14.8% from US$ 58.6 million in 2013 to US$ 67.3 million. The combination of cost eficiency initiatives, increased sales and marketing activities positively boosted EBITDA margin in 2014. As a result, the Company recorded a total proit for the year of US$ 35.8 million, an increase of 3.5% from US$ 34.6 million in 2013. Overall, the Company could achieve the growth targets set in the Company’s Work Plan and Budget for
2014.
REPORT OF THE
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
Our Challenges
The main challenge faced by coal producers in 2014 was the continuously weakening global coal prices. Various energy policies in the largest coal consumer countries that led to a reduction in the use of coal due to health and environmental concerns also put pressure on the coal market. The global coal supply condition that was oversupplied, very competitive, and faced by challenging environmental issues forced every coal industry player to operate in an eficient, effective, and responsive manner to the market demand.
In the midst of such conditions, Toba Bara has had to work hard to perform better in order to provide sustainable beneits to the shareholders, employees, and all other stakeholders. With the ever-increasing production costs, there was no option for the Company other than running its operations more eficiently. The Company sought to maintain a relatively stable costs structure as part of cost eficiency initiatives that began in 2013, while also focusing on production growth that could support the expected proit margin.
Prospects and Future Plans
Conditions in the coal markets in 2015 are predicted to remain more or less the same as in 2014. The number of surviving coal mining companies is expected to be further reduced. Nevertheless, the Company still has a high optimism in facing such challenging periods. We are of the view that the year 2015 is a good time to invest in business development.
Toba Bara has long-term vertical and horizontal business development plans. Horizontally by adding coal reserves through explorations in the Company’s widespread concession areas as well as through mine acquisition opportunities. Vertically by business development in power generation with coal-ired and alternative energy power plants. Initial assessment has been started by reviewing an opportunity to participate in an IPP (Independent Power Producer) tender conducted by PLN.
Both development plans are parts of eficiency efforts and maintaining business sustainability. By developing power plants, the Company can ensure revenue while increasing proit margin from the synergy of the two business lines.
In the third quarter of 2014, one of our subsidiaries acquired in 2013, PT Perkebunan Kaltim Utama I (PKU), had started the process of developing a palm oil mill with a capacity of 30 tons per hour. With planned operating date at the end of 2015, the plant will generate more revenues for the Company.
Good Corporate Governance
As a public company, Toba Bara is committed to conducting business in compliance with the Good Corporate Governance (GCG) principles and business ethics. The values of integrity instilled by the founders of the Company are adopted and applied in all operational activities of the Company. The core values such as honesty and unyielding spirit have become basic characters and behaviors for every employee in carrying out their activities.
Throughout 2014, the Internal Audit Unit (SKAI) performed its functions well with the direction and supervision of the Audit Committee. The Company adopts a risk-based internal audit to ensure that compliance with standard operating procedures, regulations and internal control system is run in accordance with established guidelines. Management also assigned SKAI to develop a Business Continuity Plan (BCP) as a guide to running the Company’s operations
during a disaster.
Currently the Company has not yet prepared guidelines and policies (soft structure) related to GCG such as GCG Guidelines, Code of Ethics, Board Manual, and so forth as a reference in performing tasks and activities that fall under authority of each respective function.
The Company is reviewing the need for establishment of whistleblowing system. Nevertheless, to date the Company has applied an open door policy to receive complaints and discuss problems. In essence, the Company would like to continue to build a conducive working atmosphere, among others, by enforcing a good work ethic.
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Human Resource Development
The Company understands the importance of employee competence as one of the competitive advantages in the coal industry. Developing human resources (HR) with excellent performance has started from the recruitment process to attract potential employees. Employee development program is conducted through consistent and continuous training activities. Every employee is encouraged to show their best performance and ability to face the existing business challenges. Conversely, the Company provides a fair and transparent promotion opportunity to outstanding employees. Every employee is entitled to achieve their best career.
Most of Toba Bara’s people are young, vigorous, and dynamic people between the age of 26 and 35 years. The Company provides suficient independence so that they have room to develop their creativity and responsibility.
As an emerging company, the interaction between employees and management is intense. All employees have the same spirit: demonstrate the best performance and teamwork for the Company’s development. Because they realize, in a dificult industry environment, this
Company should not remain stagnant. Toba Bara should continue to grow consistently to achieve business sustainability. In 2014, the recruitment process of the best people in their respective ields continued to be done because the Company is preparing to expand in the coming years.
Change in Board of Directors Composition
In 2014 there was no change in the composition of the Board of Directors.
Appreciation
On behalf of the Board of Directors, I would like to thank the shareholders, the Board of Commissioners, customers, business partners, central and local governments, and other stakeholders for their continuous support and conidence to the Company. My appreciation goes to all employees of PT Toba Bara Sejahtra Tbk who have demonstrated their hard work so that we could successfully go through the tough year. I believe, with the support of all parties, the Company will continue to sustainably grow so as to increase values for the Shareholders, provide useful contributions to the country and the society as well as achieve the vision of becoming one of the best world-class coal mining companies in Indonesia.
Justarina S. M. Naiborhu
President Director
REPORT OF THE
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PERSPECTIVES OF THE
FOUNDING SHAREHOLDER
Gen. (Ret.) Luhut B. Pandjaitan is the founder of PT Toba Sejahtra which holds 71.8%of PT Toba Bara Sejahtra Tbk. A retired general of the Indonesian National Army (TNI), statesman, former Ambassador Extraordinary and Plenipotentiary of the Republic of Indonesia, businessman and philanthropist, Luhut B. Pandjaitan devotes all his thoughts and efforts to the progress and prosperity of the Indonesian nation that he loves. As a businessman, his vision is to increase the competitiveness of Indonesian businesses in order to compete regionally and globally.
Regionally, the demand for increased Indonesian competitiveness is already upon us with the inauguration of the ASEAN Free Trade Market in 2015. Whereas globally, Indonesia must improve its industrial strength among the leading industrialised countries in the world –
the G-20 Group.
Luhut B. Pandjaitan believes that education is a key to increasing the competitiveness of a nation. Therefore, he founded the DEL Foundation, a non-proit foundation
in North Sumatra with a focus on education through Informatics Polytechnic DEL, a leading national university in the ield of information technology that is accredited by the Ministry of Education of the Republic of Indonesia.
He believes that Indonesia needs to add value to the nation’s riches in natural resources. Therefore, he founded Toba Bara to create added value from the coal mining sector – Indonesia’s main commodity.
“The Social Entrepreneur of the Year” of Ernst & Young Global Entrepreneurship Award 2012, Luhut B. Pandjaitan is keenly aware of the signiicance of the sustainable development that is built upon the three pillars of economic performance (proit), environmental conservation (planet) and social welfare (people). Therefore, he expects Toba Bara to begin harnessing the principles of sustainable development in every aspect of its business activities.
I believe Toba Bara will be
able to maintain a good
performance while continuing
to provide maximum
contribution to the community.
Gen. (Ret.) Luhut B. Pandjaitan
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BRIEF HISTORY OF
THE COMPANY
2004
ABN and TMU were
incorporated in 2004.
IM was incorporated
in 2005.
ABN and IM were granted
mining authorization for
exploration.
2005
2006
2010
IM and TMU
converted their KP
to IUPOP.
TBS acquired 51.0% of
ABN, 52.5% of TBE
(that controlled IM)
and 51.0% of TMU.
Consolidated production of
Toba Bara reached more
than 3.9 million tons.
TMU began production.
Consolidated
production of Toba
Bara surpassed 5
million tons.
Toba Bara acquired
additional shares
of TBE and TMU to
99.99% each.
TBS listed its shares on the
Indonesia Stock Exchange
(July).
TBS settled the land
overlapping issue
with PKU.
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
TMU is poised to increase
coal production to 80,000
tons – 100,000 tons/month.
A new CPP has been
constructed in IM.
The haul road TMU – IM
is operated ahead of
schedule.
PKU began the construction process of oil palm
mills with a capacity of 30 tons/hour.
Indomining completed the construction of transfer
conveyor belt connecting new CPP with existing
conveyor belt.
Toba Bara consolidated production surpassed
8 million tons/year.
2013
2014
ABN and IM were granted
KP for exploitation.
IM began production.
TMU was granted
KP for exploration.
ABN began production.
ABN converted its
KP to IUPOP.
2007
2008
2009
Construction of the second
underpass in ABN was
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BUSINESS LINE
Major city is less than 50 km
Furthest pit to jetty 25 km with closest 1 - ~5 km
Close proximity
transhipment point & jetty
Adjacent locations for three mines
SAMARINDA
~120 Km
Kutai Energy
Major City Jetty
Transhipment Point TMU-IM Hauling Road
T M U
I M A B N
~25 km ~5 km
BALIKPAPAN
IM Jetty
ABN Jetty
M
A
H
AKA
M
R
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HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
MAKASSAR STRAIT
~55 Km (total ~120 Km)
~65 Km
MUARA JAWA
MUARA BERAU
The Company has three Subsidiaries engaged
in coal mining with adjacent concession areas
and a subsidiary engaged in palm oil plantation
in Sangasanga, Kutai Kartanegara Regency, East
Kalimantan Province.
Coal Products
Concession Area TM Ash TS Caloriic Value (kcl/kg)
(% GAR) (% GAD) (% GAD) GAR GAD
PT ADIMITRA BARATAMA NUSANTARA
ABN 52 23 6 0.8 5,200 5,800 ABN 56-HS 20 6 1.8 5,600 6,100 ABN 56-RS 20 6 0.8 5,600 6,100 ABN 58 19 6 0.8 5,800 6,250
PT INDOMINING
Indomining 19 8 0.9 5,700 6,200
PT TRISENSA MINERAL UTAMA
Trisensa - 47 28 4 0.3 4,700 5,600
Coal Production
(in million ton)
2014
2013 2012
147
million tons
Coal Reserves*
236
million tons
Coal Resources*
* 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
8.1
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VISION & MISSION
VISION
To be one of the best-managed world class mining
companies in Indonesia with a focus on high growth
by building competence through development of our
employees, robust inancial performance, and solid
returns for our shareholders.
MISSION
• Creating sustainable shareholder value from
Indonesian mining.
• Developing a best-in-class pool of talent.
• Investing in our subsidiaries and other related
businesses that will enhance value to shareholders.
• Managing competitiveness of mining operations
effectively.
• Enhancing integration of coal supply chain to ensure
reliability and eficiency.
• Building strong relationship with our business partners
and the inancial community.
• Being a responsible corporate citizen in promoting
community development and implementing good
corporate governance practices.
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OPENING COMPANY PROFILE MANAGEMENT DISCUSSION AND ANALYSIS
HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
The Company’s strategy in 2014 was a continuation of the strategy that has been established in 2012 which was the spirit to grow and develop with various initiatives focused on building a solid growth foundation and developing the organization.
Furthermore, responding to developments in the coal industry, in 2013 the Company took crucial steps to consolidate and integrate its various strengths in order to achieve stronger, more eficient and more competitive performance. Consolidation measures were carried out in the aspect of human resources, work processes, cost structure and marketing strategy. At the same time, integration measures were conducted on infrastructure and other mineral resources in the three Subsidiaries engaged in coal business namely Adimitra Baratama Nusantara (ABN), Indomining (IM) and Trisensa Mineral Utama (TMU).
In 2014, the Company was able to move more dynamically because the consolidation and integration strategy had succeeded in building a solid foundation to become a company that continues to grow in a sustainable manner. The synergy among the three Subsidiaries is reinforced, to achieve better eficiency and more optimal performance improvement. In terms of operations, the Company optimized its eficiency program through joint mine plan and infrastructure sharing with the following initiatives: • Reduction in stripping ratio and management of
dump distance
• Maximizing shared infrastructure such as CPP (Coal Processing Plant) and jetty
• Eficiency in fuel purchase through integrated fuel procurement
• Reducing mining contractor cost
On the marketing side, the Company undertook the following initiatives:
• Empowering central marketing for the three
Subsidiaries to establish customer base internally and thus reduce marketing cost
• Improving buyer quality through improvements in sales contract and payment terms supported by prepayment
• Maximizing pricing determination through ideal long-term, medium-term and spot sales contract strategy • Maximizing pricing determination method through
various hedging strategies
• Maintaining product quality and price commitment to create the top of mind brand of the Company’s coals in the global market.
With the aforementioned initiatives, the Company was able to maintain production continuity to achieve a sound proitability level and maintain business sustainability.
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ORGANISATION
STRUCTURE
BOARD OF
COMMISSIONERS
1. Jusman Syaii Djamal
President Commissioner
2. Bacelius Ruru
Independent Commissioner
3. Farid Harianto
Independent Commissioner
Investor Relations
Iwan Sanyoto
Corporate Secretary
Pandu P. Syahrir
Legal Unit
Bima Sinung Widagdo
BOARD OF DIRECTORS
1. Justarina S. M. Naiborhu
President Director/Unafiliated Director
2. Pandu P. Syahrir
Director
3. Arthur M. E. Simatupang
Director
4. Sudharmono Saragih
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HUMAN RESOURCES CORPORATE GOVERNANCE
CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
Government Relations
Vacant
Finance & Accounting
Tries Nainggolan
AUDIT COMMITTEE
1. Bacelius Ruru, SH, LLM
Head of the Audit Committee
2. Prof. Dr. Ir. Irwandy Arif, M.Sc
Audit Committee Member
3. Aria Kanaka, CA, CPA
Audit Committee Member
Internal Audit
Pria Fardio Syaiful Dinar
Board of Directors
PT ADIMITRA BARATAMA NUSANTARA
Board of Directors
PT INDOMINING
Board of Directors
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PROFILE OF THE
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1. Jusman Syaii Djamal
President Commissioner
2. Bacelius Ruru
Independent Commissioner
3. Farid Harianto
Independent Commissioner
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v
PROFILE OF THE
BOARD OF COMMISSIONERS
01
03
02
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CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
Jusman Syaii Djamal
President Commissioner
01
Born in Langsa – Nanggroe Aceh Darussalam, July 28, 1954, Jusman Syaii Djamal is a Bachelor in Mechanical Engineer with concentration in Aeronautics from Institut Teknologi Bandung in 1982. Previously, he served, among others, as Minister of Transportation of the First United Indonesia Cabinet (May 2007 – October 2009), Member of the National Evaluation Team of Transportation Safety and Security (January - May 2007), Member of Incubator Technology of BPPT (2003), and Chief Project Engineer of 50 seaters Advanced Turboprop N250 Fly by Wire Airplane, IPTN Indonesia (1990 – 1995). Currently he also serves as President Commissioner of PT Cardig Aero Services Tbk (since July 2011), President Commissioner of PT Telkom Indonesia Tbk (since January 2011), Member of National
Innovation Committee (since May 2010), Chairman of Advisory Council of Entrepreneur of Land Transportation Organization (since January 2010), and Chairman of Matsushita Gobel Foundation (since January 2005) and President Commissioner/ Independent Commissioner of PT Garuda Indonesia Tbk (since 2015). Appointed as President Commissioner of the Company since October 1, 2010.
He was 60 years old by December 31, 2014. He has no afiliation with other members of Board of Commissioners, Board of Directors or shareholders.
Bacelius Ruru
Independent Commissioner
02
Farid Harianto
Independent Commissioner
03
Born in Kakaskasen Village, Tomohon – North Sulawesi, June 14, 1948, Bacelius Ruru graduated from School of Law of Universitas Indonesia in 1975 and holds LLM (Master of Laws) from Harvard Law School, United States. Previously, he served, among others, as President Commissioner of PT Perusahaan Pengelola Aset (Persero) (2004 – 2008), President Commissioner of PT Telekomunikasi Indonesia Tbk (2001 – 2004), President Commissioner of PT Bursa Efek Indonesia (2001 – 2008), Secretary of Ministry of State-Owned Enterprises (2001 – 2004), Deputy of State Minister/ Deputy of Head of Investment and State-Owned Enterprises Development, Supervision and Control Division, Ministry of State-Owned Enterprises (2000 – 2001), Assistant of Minister/Deputy of Mining Business and Agro Industry, State Ministry of State-Owned Enterprises Utilization (1999 – 2000), Assistant of Minister of State-Owned Enterprises Utilization/Deputy of Competitive Business Sector, Management Board of State-Owned Enterprises (1998 – 1999), Director General of State-Owned Enterprises Development, Ministry of Finance (1995 – 1998), and Head of Indonesian Capital Markets Supervisory Agency, Ministry of Finance (1993 – 1995). Currently he also serves as Independent Commissioner of PT Manulife Aset Manajemen Indonesia (since 2011), Independent Commissioner of PT Agung Podomoro Land Tbk (since 2010), President Commissioner of PT Axle Asia (insurance broker) (since 2008), President Commissioner of PT Jababeka Tbk (since 2007), President Commissioner of PT Tuban Petrochemical Industries (since 2003) and President Commissioner of PT Polychem Indonesia (since 2003). First appointed as Independent Commissioner of the Company on March 30, 2012.
He was 66 years old by December 31, 2014. He has no afiliation with members of Board of Commissioners, Board of Directors or
Born in Madiun - East Java, September 4, 1952, Farid Harianto holds a Bachelor of Electrical Engineering from Institut Teknologi Bandung, Master in Applied Economics and Managerial Science and Ph.D in Applied Economics and Managerial Studies from The Wharton School at the University of Pennsylvania, United States. Previously, he served, among others, as Deputy Chairman of Indonesian Bank Restructuring Agency (1998 – 2000), President Director of PT Pemeringkat Efek Indonesia (1995 – 1998), Visiting Professor and Chairman, ASEAN Studies, University of Toronto, Canada (1993 – 1995), and Director, Graduate Programs, Institut PPM (1990 – 1993). Currently he is designated as a member of the President’s Advancement Advisory Council at National University of Singapore (since 2011), Independent Commissioner of PT BATA Indonesia Tbk (since 2011), Special Staff of Vice President of the Republic of Indonesia (since 2009). Risk Monitoring Committee of PT Bank Internasional Indonesia Tbk (since 2007), Independent Commissioner of PT Unggul Indah Cahaya Tbk (since 2005), Independent Commissioner of PT Lippo Karawaci Tbk (since 2004), and Member of Executive Council of Asia, the Wharton School, University of Pennsylvania (since 2000). First appointed as Independent Commissioner of the Company on March 30, 2012.
He was 62 years old by December 31, 2014. He has no afiliation with members of Board of Commissioners, Board of Directors or
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1. Justarina S. M. Naiborhu
President Director/Unafiliated Director
2. Pandu P. Syahrir
Director
3. Arthur M. E. Simatupang
Director
4. Sudharmono Saragih
Director
PROFILE OF THE
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CORPORATE SOCIAL RESPONSIBILITY
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01
03
02
04
PROFILE OF THE
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CORPORATE SOCIAL RESPONSIBILITY
FINANCIAL REPORT
Justarina S. M. Naiborhu
President Director/Unafiliated
Director
01
Born in Jakarta, October 27, 1963, Justarina Sinta Marisi Naiborhu earned her undergraduate degree from Institut Pertanian Bogor, Master in International Securities, Investment and Banking from Reading University, UK, and Master of Management from Universitas Indonesia. Previously she was President Director of PT CIMB-Principal Asset Management (2008 – 2011), Director of PT CIMB-GK Securities Indonesia (2003 – 2008), Vice President of Institutional Business & Advisory PT Kuo Capital Raharja (2001 – 2003), Portfolio Manager of Institutional Asset Management of PT Danareksa Investment Management (1999 – 2001), and Research & Development Analyst then Assistant to President Director of PT Bursa Efek Jakarta (1992 –
1997).
She was 51 years old by December 31, 2014 and irst appointed as President Director of PT Toba Bara Sejahtra Tbk on May 5, 2011. She has no afiliation with other members of Board of Directors, Board of Commissioners or shareholders.
Pandu P. Syahrir
Director
02
Born in Boston - United States, May 17, 1979, Pandu Patria Syahrir graduated with a Bachelor Degree from the University of Chicago, United States and holds a Master of Business Administration Degree from Stanford Graduate School of Business, United States. Prior to joining the Company, he was Senior Analyst focusing on energy and mining sectors at Matlin Patterson from 2007, Principal at Byun & Co., an Asian alternative energy fund (2002 – 2005) and Analyst at Lehman Brothers (2001 – 2002).. In 2014 he received “Asian Society Young Leaders Awards”, which is an award for young leaders under the age of 40 years from Asia Society.
He was 35 years old by December 31, 2014 and irst appointed as Director of PT Toba Bara Sejahtra Tbk on October 1, 2010. He has no afiliation with other members of Board of Directors, Board of Commissioners or shareholders.
Arthur M. E. Simatupang
Director
03
Born in Bandung - West Java, February 12, 1973, Arthur Mangaratua Ebenhaezer Simatupang graduated with a Bachelor degree in International Business from University of Seattle, United States, and earned a Master of Commerce in Finance and Accounting from The University of Sydney, Australia. He served as Advertising and Promotion Supervisor at PT Indofood Sukses Makmur Tbk (1998 -2004) and Director and Chief Financial Oficer at ABN since 2007. He was 41 years old by December 31, 2014 and irst appointed as Director of PT Toba Bara Sejahtra Tbk on May 5, 2011. He has no afiliation with other members of Board of Directors, Board of Commissioners or shareholders.
Sudharmono Saragih
Director
04
Born in Pematang Siantar – North Sumatra, August 2, 1978, Sudharmono Saragih graduated with a Bachelor Degree in Mining Engineerig with concentration in General Mining from Institut Teknologi Bandung. He served as Project Manager at PT Toba Sejahtera (2011-2012), Site Manager of PT Raja Kutai Baru Makmur, Ancora Group (2010 - 2011), Operations Manager of PT Wijaya Karya Aneka Mineral, Harita Group (2009 - 2010), Site General Manager of PT Agrabudi Jasa Bersama, Titan Mining Indonesia Group (2009), Operations General Manager of PT Riau Bara Harum, Andaru Resources Group (2008 - 2009) and Production Inspector at PT Kaltim Prima Coal (2004-2005).
He was 36 years old by December 31, 2014 and irst appointed as Director of PT Toba Bara Sejahtra Tbk on June 20, 2012. He has no afiliation with other members of Board of Directors, Board of Commissioners or shareholders.
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SHAREHOLDERS
INFORMATION
Name of Shareholders Numbers of Shares Share Ownership
PT Bara Makmur Abadi 125,755,000 6.25%
Bintang Bara B.V 201,250,000 10.00%
PT Sinergi Sukses Utama 102,700,000 5.10%
PT Toba Sejahtra 1,444,750,000 71.79%
Shareholders Owning More Than 5%
Report of Share Ownership - Directors & Commissioners per 31 December 2014
Name Position Number of Shares Percentage
Jusman Syaii Djamal President Commissioner 0 0.00%
Bacelius Ruru Independent Commissioner 0 0.00%
Farid Harianto Independent Commissioner 0 0.00%
Justarina S. M. Naiborhu President Director 0 0.00%
Pandu P. Syahrir Director 0 0.00%
Arthur M. E. Simatupang Director 0 0.00%
Sudharmono Saragih Director 54,800 0.003%
Total 54,800 0.003%
PT Sinergi Sukses Utama 5.1% Roby Budi Prakoso 3.6%
PT Toba Sejahtra 71.8% Davit T. Pandjaitan 0.8% PT Bara Makmur Abadi 6.2%
Publik 12.5%
Luhut Pandjaitan
99.98%
PT Adimitra Baratama Nusantara 51% PT Toba Bumi Energi 99.99% PT Trisensa Mineral Utama 99.99% PT Perkebunan Kaltim Utama I 90.00%
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FINANCIAL REPORT
Information on the Majority Controlling Shareholder
The Company is majority held by PT Toba Sejahtra (TS), which holds 71.8% shares of the Company, and indirectly owned by Mr. Luhut Pandjaitan, which holds 99.98% shares of Toba Sejahtra.
PT Toba Sejahtra is a limited liability company incorporated under Indonesian law on 6 August 2004, and is currently engaged in the mining, energy and plantation sector. The businesses of TS comprise of, among others, natural resources (thermal coal and oil and gas), power plants (as Independent Power Producer of coal-ired, gas-ired and geothermal power plants), as well as agricultural and plantation resources (oil palm, rubber, sugar cane, and forestry). The TS Group currently comprises of 16 afiliated companies that are engaged in broad ranging industry sectors. Toba Sejahtra collaborates with leading companies from Indonesia and overseas in developing various assets and natural resources in Indonesia, with the aim of harnessing the Indonesian natural resources in the best possible way to improve the welfare of the Indonesian people.
Chronology of Share Listing
The Company listed its shares on the Indonesia Stock Exchange on July 6, 2012, under challenging conditions for the coal market in general. A total of 210,681,000 common shares at a nominal value of Rp 200 per share were listed on the Exchange, representing 10.47% of the Company’s fully paid and invested capital. The shares offered to the public at the IPO at a price of Rp 1,900 per share generated proceeds of Rp 400,293,900,000 for the Company. It is listed on IDX with the ticker code of TOBA.
Report of Use of Proceeds Per December 2014 (in million Rp)
No Type of Public Offering Effective Date
Realization of Public Offering Plan of Use of Proceeds as Disclosed in Prospectus R Realization of Use of Proceeds as Disclosed in
Prospectus Remaining Proceeds of IPO Total Proceeds from Public Offering Expenses of Public Offering Net Proceeds Payment of Loan to BNP Paribas Capital Expenditures Acquisition of Coal Mining Concession, Working Capital and Operational, and Exploration Activities Total Bayar Pinjaman ke BNP Paribas Capital Expenditures Acquisition of Coal Mining Concession, Working Capital and Operational, and Exploration Activitie Total
1 2 3 4 5 6 7 8 9 10 11 12 13 14 15
1 IPO 6-Jul-12 400,294 38,871 361,423 94,476 189,711 77,236 361,423 94,116 179,396 77,236 350,748 10,675
Total 400,294 38,871 361,423 94,476 189,711 77,236 361,423 94,116 179,396 77,236 350,748 10,675
Notes
a. (i) Plan of use of proceeds as disclosed in Prospectus.
7 More or less 26.14% from the net proceeds to be used to repay loan facilities from BNP Paribas.
8 More or less 52.49% from the net proceeds to be used for capital expenditure to support mining activities, infrastructure and facilities development in the concession areas of the subsidiary entities.
9 More or less 21.37% from the net proceeds to be used as working capital for the Company and subsidiary entities and to inance exploration activities in the subsidiary entities’ concession areas and to acquire coal mining concessions.
(ii) Realisation of use of proceeds as disclosed in Prospectus.
11 Repayment of the loan principal to BNP Paribas amounting to US$9,946,782.69 equivalent to Rp94,116 million.
12 Capital expenditures related to the procurement of ixed assets for the Company and the development of supporting facilities in the concession areas of subsidiary entities.
13 Financing of working capital and exploration activities in the three subsidiary entities’ concession through loans extended to the subsidiary entities amounting to Rp18,485 million. Financing of operations and working capital of the Company
b. Fund from the proceeds of the IPO as of 31 December 2014 was deposited in Standard Chartered Bank (non afiliated) with a tenor of one month, earning a Rupiah interest rate of 7.50%.
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BRIEF DESCRIPTION OF
OPERATING SUBSIDIARIES
PT INDOMINING
99.99%
PT Indomining is a subsidiary company of PT Toba Bumi Energi, which is wholly controlled by the Company. The Indomining coal concession is located in Sanga-Sanga, Kutai Kartanegara, East
Kalimantan, and covers 683 hectares, adjacent to the concession of ABN.
IM has a total estimated coal resources amounting
to 37 million tons, and has its own coal mining infrastructures that include a crusher, land conveyor
and jetty. IM can transport crushed coal from the
ROM stockpile through the overland conveyor
directly onto docked barges in the jetty. IM began
production in 2007 and in 2013 produced a total of 1.4 million tons of coal.
Board of Commissioners
Paulina Maria Dame Uli Pandjaitan President Commissioner
Imelda The Commissioner
Aurelia Marsaulina Simatupang Commissioner
Soenggoel Pardamean Sitorus Commissioner
Sintong Pandjaitan Commissioner
Board of Commissioners
Godlief Manangkak Timbul Silaen President Commissioner
Roby Budi Prakoso Commissioner
Saswinadi Sasmojo Commissioner
Luti Ismail Commissioner
PT ADIMITRA BARATAMA NUSANTARA
51%
Percentage Ownership of the CompanyPT Adimitra Baratama Nusantara (ABN) is a fast-growing thermal coal producer located in
Sanga- Sanga, Kutai Kartanegara, East Kalimantan, Indonesia and covers 2,990
hectares. First set up in 2004, ABN has been a majority-owned subsidiary entity of the Company since 2010.
ABN has a total estimated resources of 156 million tons of coal. Currently, ABN produces two varieties of blended thermal coal, ABN 52 and ABN 58.
In 2013 it produced 4.2 million tons of coal, with
main infrastructures that comprise of coal stockpile,
crusher, overland conveyor and jetty. In 2013, more
than 80% of ABN production is estimated to be higher than 5,600 GAR. ABN transports its coal from the ROM stockpile through the overland conveyor
of less than ive kilometers, which directly loads the
coal to 300-feet barges at the jetty.
Board of Directors
Arthur M. E. Simatupang President Director
Alvin Sunanda Director
Board of Directors
Hamid Awaluddin President Director
Sudirdjo Widjaja Director
Michael Soerijadji Director
Pandu P. Syahrir Director
Sudharmono Saragih Director
Percentage Ownership of the Company
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FINANCIAL REPORT
PT TRISENSA MINERAL UTAMA
PT PERKEBUNAN KALTIM UTAMA I
99.99%
90%
Percentage Ownership of the CompanyPT Trisensa Mineral Utama (TMU) is a wholly owned
(99.99%) subsidiary of the Company. The TMU concession is located in Kutai Kartanegara, East
Kalimantan, and covers 3,414 hectares. Trisensa has completed the construction of a coal-hauling road
to IM through ABN in order to use IM’s
infrastructures.
TMU has an estimated total resources of 43 million tons. TMU commenced production in October
2011, and in 2013 produced approximately 925
thousands tons of coal.
PT Perkebunan Kaltim Utama I (PKU) is a subsidiary entity of the Company with a majority share (90%)
of PKU, which is engaged in the oil palm plantation business. PKU holds the Rights to Cultivate Oil Palm Plantation (HGU) of a site totalling 8,633 hectares in the Teluk Dalam Bario, Pula Seribu Village, Muara Jasa District, Jawa County, Sanga-Sanga Regency, and in Tani Bhakti Village, Batuah, Loa Janan
District, Kutai Kartanegara Regency, East Kalimantan
for a period of 30 years.
Board of Commissioners
Tjokro Saputrajaya President Commissioner
Bok Maria Laurensia Commissioner
Salikin Moenits Commissioner
Eddy Kustiwa Koesma Commissioner
Board of Commissioners
Luti Ibrahim Nasution President Commissioner
Luti Ismail Commissioner
Board of Directors
Suaidi Marasabessy President Director
Elim Khiat Director of Finance
Hartanto Saputrajaya Nyoto Director of Operations
Board of Directors
Suaidi Marasabessy President Director
Elim Khiat Director
Percentage Ownership of the Company
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41. PERJANJIAN DAN KOMITMEN PENTING (lanjutan)
41. SIGNIFICANT AGREEMENTS AND
COMMITMENTS (continued)
c. Entitas anak – IM c. Subsidiary - IM
i. Pada tanggal 1 Oktober 2012, IM dan PT Petrosea Tbk mengadakan perjanjian kontrak jasa pertambangan. Perjanjian tersebut mengatur tingkat harga, konsumsi bahan bakar, penyesuaian harga dan hal lainnya. Nilai perjanjian ini bergantung
pada volume tanah overburden yang
dipindahkan. Perjanjian ini akan berakhir di 30 April 2015.
i. On October 1, 2012, IM and PT Petrosea Tbk entered into a mining service agreement. The agreement governs, among others, the price rate, fuel consumption, price adjustment and other terms. Contract values are dependent on volumes of overburden moved. The agreement will expire on April 30, 2015.
ii. Pada tanggal 28 Januari 2013, IM dan
PT RPP Contractors Indonesia
mengadakan perjanjian kontrak jasa
pertambangan. Perjanjian tersebut
mengatur tingkat harga, konsumsi bahan bakar, penyesuaian harga dan hal lainnya. Nilai perjanjian ini bergantung pada volume tanah overburden yang dipindahkan. Perjanjian ini akan berakhir di Januari 2018.
ii. On January 28, 2013, IM and PT RPP Contractors Indonesia entered into a mining service agreement. The agreement governs, among others, the price rate, fuel consumption, price adjustment and other terms. Contract values depends on volumes of overburden moved. The agreement will expire in January 2018.
d. Entitas anak - TMU d. Subsidiary - TMU
i. Pada tanggal 24 Agustus 2011 TMU
menandatangani kontrak dengan PT Surya Teknik Anugerah (STA) untuk jangka waktu
empat tahun sehubungan dengan
pekerjaan pemindahan lapisan tanah penutup dan pengangkutan batubara.
i. On August 24, 2011 TMU signed a contract with PT Surya Teknik Anugerah (STA) in relation with overburden removal and coal hauling for four years.
ii. Pada tanggal 1 Agustus 2013 TMU
menandatangai kontrak dengan PT Bina Sarana Sukses (BSS) untuk jangka waktu tiga tahun sehubungan dengan pekerjaan pemindahan lapisan tanah penutup dan pengangkutan batubara.
ii. On August 1, 2013 TMU signed a contract with PT Bina Sarana Sukses (BSS) in relation with overburden removal and coal hauling for three years.
42. INFORMASI PENTING LAINNYA 42. OTHER SIGNIFICANT INFORMATION
a. Royalti dan Iuran tetap a. Royalty and Dead rent
Berdasarkan Undang-Undang No. 20 Tahun 1997 tentang pendapatan Negara non-pajak
dan berdasarkan Peraturan Pemerintah
Republik Indonesia No. 9 Tahun 2012 tentang
tarif pendapatan Negara non-pajak
Kementerian Energi dan Sumber Daya Mineral (“KESDM”), entitas anak diharuskan untuk membayar royalti dari penjualan hasil produksi batubara dan diwajibkan untuk membayar iuran tetap per hektar atas hak pertambangan yang dieksplorasi, dikembangkan dan diekstraksi yang dibayarkan kepada KESDM. Jumlah royalti produksi didasarkan pada jenis mineral dan kuantitas batubara yang dijual.
Based on Act No. 20 Year 1997 regarding state non-tax revenue and based on the Government Regulation of the Republic of Indonesia No. 9 Year 2012 regarding the rate of state non-tax revenue for the Ministry of Energy and Mineral Resources (“KESDM”), the subsidiares are required to pay royalty for the sales of coal production and to pay dead rent fees per hectare of mining rights explored, developed and extracted which are payable to the KESDM. The amount of production royalty is based on the type of mineral and the quantity of coal sold.
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242 PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
The original consolidated financial statements included herein are in the Indonesian language.
PT TOBA BARA SEJAHTRA Tbk DAN ENTITAS ANAK
CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN
Tanggal 31 Desember 2014 dan Tahun yang berakhir pada tanggal tersebut
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain)
PT TOBA BARA SEJAHTRA Tbk AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS As of December 31, 2014 and
Year then ended
(Expressed in United States Dollar, unless otherwise stated)
115
42. INFORMASI PENTING LAINNYA (lanjutan) 42. OTHER SIGNIFICANT INFORMATION
(continued)
a. Royalti dan Iuran tetap (lanjutan) a. Royalty and Dead rent (continued)
Royalti yang dibayarkan kepada Pemerintah
dihitung berdasarkan kalori yang terkandung di dalam batubara dengan tarif 5% dan 7%, kuantitas yang terjual dikalikan dengan basis harga dan tarif royalti tersebut. Berdasarkan Peraturan Menteri Energi dan Sumber Daya Mineral No. 17 tahun 2010 mengenai tata cara penetapan harga patokan penjualan mineral dan batubara, basis harga adalah yang lebih tinggi antara harga patokan batubara atau harga jual batubara.
Royalty paid to the Government was calculated based on the calories contained in the coal with rates of 5% and 7%, the quantity sold was multiplied by the base price and the royalty rate. Based on the regulation from the Ministry of Energy and Mineral Resources of the Republic of Indonesia No. 17 year 2010 regarding procedures for stipulating benchmark prices of mineral and coal sales, the base price is the higher of the coal benchmark price or coal sales price.
Iuran tetap yang ditagih dihitung dengan dasar tarif AS$4/hektar dikalikan dengan luasan konsesi yang dimiliki ABN, IM dan TMU.
Dead rent charged was calculated at a rate of US$4/hectare multiplied by the total concession area owned by ABN, IM and TMU.
b. Pengutamaan Pemasokan Kebutuhan
Mineral dan Batubara Untuk Kepentingan Dalam Negeri
b. Priority to Fulfill Domestic Requirement on Mineral and Coal
Dalam bulan Desember 2009, KESDM
mengeluarkan Permen 34/ 2009 yang antara lain
mewajibkan perusahaan pertambangan
batubara (“Badan usaha”) untuk menjual sebagian hasil produksinya kepada Pemakai batubara dalam negeri (“Domestic Market Obligation” atau “DMO”). Badan usaha yang tidak dapat mematuhi ketentuan tersebut, akan dikenakan sanksi berupa peringatan tertulis paling banyak 3 kali dan pemotongan produksi batubara paling banyak 50% dari produksi tahun berikutnya.
In December 2009, the KESDM issued Permen 34/2009, which requires coal mining companies (“Entities”) to sell a portion of their productions to domestic coal users (“Domestic Market Obligation” or “DMO”). Entites which do not fulfill such requirement will be given written notice maximum 3 times of and reduction of the production in the next year up to 50%.
Sesuai dengan ketentuan dalam
Permen 34/2009 tersebut, badan usaha yang penjualan dalam negeri melebihi kewajiban
DMO-nya dapat mengalihkan kelebihan
penjualan DMO-nya kepada badan usaha yang tidak dapat memenuhi kewajiban DMO-nya.
Under the provision of the Permen 34/2009, entities - that have domestic sales in excess of their DMO requirement, may transfer the excess to entities which cannot fulfill their DMO requirement.
Kelebihan DMO yang dialihkan tersebut dianggap sebagai pemenuhan kewajiban DMO suatu badan usaha, dengan syarat pengalihan tersebut mendapat persetujuan dari Menteri.
The transferring of excess DMO will be deemed as the fulfillment of an entity’s DMO, provided such transfer were approved by the Ministry.
Berdasarkan Keputusan Menteri ESDM
No. 2901.K/30/MEM/2013 tanggal 30 Juli 2013,
Perusahaan harus memenuhi kewajiban
762.292MT. Pada tanggal 23 Juni 2014, Kementrian ESDM Republik Indonesia melalui surat edaran dengan No. 118/36/DJB/2014,
mengumumkan bahwa kebutuhan batubara
dalam negeri pada tahun 2014 sudah terpenuhi. Sehingga, perusahaan tidak lagi mempunyai kewajiban DMO di tahun 2014.
Based on letter No. 2901.K/30/MEM/2013 dated July 30, 2013, the Company should fulfill an obligation of 762,292MT. On June 23, 2014, the Ministry of Energy and Natural Resources of the Republic of Indonesia through its letter No. 118/36/DJB/2014 announced the fullfilment of 2014 domestic market necessity. As a result of this announcement, the Company has no DMO liability in 2014.
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42. INFORMASI PENTING LAINNYA (lanjutan) 42. OTHER SIGNIFICANT INFORMATION (continued)
b. Pengutamaan Pemasokan Kebutuhan
Mineral dan Batubara Untuk Kepentingan Dalam Negeri (lanjutan)
b. Priority to Fulfill Domestic Requirement on Mineral and Coal (continued)
Berdasarkan Keputusan Menteri ESDM
No. 2934.K/30/MEM/2012 tanggal 8 Oktober 2012, persentase minimal penjualan batubara dalam negeri untuk tahun 2013 adalah sebesar 20,30% dari perkiraan produksi batubara pada tahun 2013, sehingga kewajiban DMO ABN untuk tahun 2013 adalah sebesar 688.053 ton. Sampai dengan tanggal 31 Desember 2013, ABN sudah merealisasikan DMO tersebut dengan melakukan pengalihan DMO setara dengan 121.940 ton batubara. Dengan demikian, pada tanggal 31 Desember 2013, Kelompok Usaha mengakui akrual atas pengalihan DMO dengan nilai AS$622.724 yang akan dilakukan ABN dari badan usaha lain (Catatan 16).
Based on Minister of MEMR Decree No. 2934.K/30/MEM/2012 dated October 8, 2012, the minimum DMO requirement is 20.30% of the estimated coal production for 2013, whereby the DMO obligation for ABN in 2013 is 688,053 ton. Until December 31, 2013, ABN has realized its DMO by transferring DMO equivalent to 121,940 tons. Accordingly, as of December 31, 2013, the Group has recognized an accrual for DMO transfer amounting to US$622,724 by ABN from other entities (Note 16).
c. Permasalahan Hukum c. Legal case
Pada tanggal 28 Agustus 2014, Lendy Mursalim, ZF mendaftarkan gugatan di Pengadilan Negeri Tenggarong (“PN Tenggarong”) dengan nomor perkara 23/Pdt.G/2014/PN.Trg. Gugatan tersebut melawan H. Suroso (Ketua RT 23 Kelurahan Sanga-Sanga Dalam, Kecamatan Sanga-Sanga, Kabupaten Kutai Kartanegara) sebagai tergugat I karena dianggap telah melakukan perbuatan melawan hukum dan melanggar janji dengan membatalkan surat kuasa kepada Lendy Mursalim ZF dan ABN sebagai tergugat II karena dianggap telah melakukan perbuatan melawan hukum terhadap masyarakat RT 23 Kelurahan Sanga-Sanga Dalam, Kecamatan Sanga-Sanga, Kabupaten Kutai Kartanegara akibat kegiatanblastingyang dilakukan oleh ABN. Dalam gugatan ini, Lendy Mursalim, ZF menuntut ganti rugi kepada tergugat I dan II masing-masing sebesar Rp11.250.000.000 dan Rp17.500.000.000. Per
tanggal 31 Desember 2014, ABN masih
mengikuti proses persidangan dan belum menerima amar putusan atas perkara tersebut (Catatan 44).
On August 28, 2014, Lendy Mursalim, ZF filed a lawsuit at District Court of Tenggarong (“PN Tenggarong”) under case number 23/Pdt.G/2014/PN.Trg. This lawsuit is against H. Suroso (Ketua RT 23 Kelurahan Sanga-Sanga Dalam, Kecamatan Sanga-Sanga, Kabupaten Kutai Kartanegara) as defendant I for allegation of tort and breach of contract due to termination/cancellation of power of attorney to Lendy Mursalim ZF and ABN as defendant II for allegation of tort to community of RT 23 Kelurahan Sanga-Sanga Dalam, Kecamatan Sanga-Sanga, Kabupaten Kutai Kartanegara as the result of blasting activity conducted by ABN. In this lawsuit, Lendy Mursalim, ZF asked for a compensation to defendant I and II amounting to Rp11,250,000,000 and Rp17,500,000,000, respectively. As of December 31, 2014, ABN is going through the trial and has not received the verdict of such case (Note 44).
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244 PT TOBA BARA SEJAHTRA Tbk - 2014 Annual Report
The original consolidated financial statements included herein are in the Indonesian language.
PT TOBA BARA SEJAHTRA Tbk DAN ENTITAS ANAK
CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN
Tanggal 31 Desember 2014 dan Tahun yang berakhir pada tanggal tersebut
(Disajikan dalam Dolar Amerika Serikat, kecuali dinyatakan lain)
PT TOBA BARA SEJAHTRA Tbk AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED
FINANCIAL STATEMENTS As of December 31, 2014 and
Year then ended
(Expressed in United States Dollar, unless otherwise stated)
117
43. TRANSAKSI NON KAS 43. NON-CASH TRANSACTIONS
Berikut ini transaksi non-kas yang signifikan: Listed below are significant non-cash transactions:
Tahun yang berakhir pada tanggal 31 Desember/
Years ended December 31,
2014 2013
Penambahan aset tetap melalui: Acquisition of fixed assets through:
Sewa pembiayaan 1.242.303 3.007.966 Finance lease
Utang usaha 332.886 1.519.920 Trade payables
Kapitalisasi estimasi biaya Capitalization of the estimated
pembongkaran aset tetap - 222.557 cost of dismantling fixed assets
Realisasi uang muka 167.947 506.899 Advance realization
Efek translasi - 13.552 Translation effect
Penurunan aset tetap melalui: Decrease in fixed assets through:
Penurunan estimasi biaya pembongkaran Decrease in the estimated
aset tetap - (176.672) cost of dismantling fixed assets
Penambahan aset ekplorasi dan evaluasi Increase in exploration and evaluation
melalui: asset through:
Realisasi uang muka 81.866 - Advance realization
Penambahan tanaman belum menghasilkan Additional immature plantations
melalui: through:
Beban pinjaman 162.151 173.588 Borrowing costs
Depresiasi 22.000 24.692 Depreciation
Efek translasi 1.297 (7.274) Translation effect
44. PERISTIWA SETELAH PERIODE PELAPORAN 44. EVENT AFTER THE REPORTING PERIOD
Pada tanggal 21 Januari 2015, majelis hakim PN Tenggarong telah menyatakan keputusan mereka yang menyatakan gugatan Lendy Mursalim, ZF tersebut tidak dapat diterima (Catatan 42c). Atas putusan tersebut, Lendy Mursalim, ZF tidak melakukan upaya banding. Oleh karenanya, putusan majelis hakim ini telah berkekuatan hukum tetap.
On January 21, 2015, Panel of Judges of PN Tenggarong has declared their decision that the lawsuit of Lendy Mursalim, ZF is refused (Note 42c). In connection with the decision, Lendy Mursalim, ZF did not process the appeal to the High Court. Accordingly, this decision has been final and legally binding.
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2014
Annual Report
PT TOBA BARA SEJAHTRA TBK
Wisma Bakrie 2, 16th Floor Jl. H.R. Rasuna Said Kav. B-2 Jakarta 12920, Indonesia phone : +6221 5794 5779 fax : +6221 5794 5778 email : corsec@tobabara.com
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