Laporan Tahunan | Semen Indonesia AR SI English 2014
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Presenting Solid
Positioning
Despite facing unfavorable business conditions with increasing
intensity of competition, through the realization of production capacity
enhancement and the strengthening of distribution networks, we are
able to pursue the market dynamics and recorded sales volume that
lead the Indonesia’s market share
(3)
Indonesia’s Market
Share
43.7
%
to
2.6
28.5
million tons
(4)
Consistently
Delivering
Sustainable
Performance
Our consistent efforts in implementing focused strategy covering
revenue management, capacity management, cost management,
increasing competitive advantage and investment management
has resulted positive performance, which are 10% increased
in revenue to Rp
27.0
trillion, profit attributable to the
owner of parent grew
3.6
%, or Rp
5.6
trillion and
increased EBITDA to Rp
8.3
trillion
(5)
(6)
Continued Growth of
Production Capacity
2014
2013
2012
(million tons/year)
Production Capacity
31.8
28.5
30.0
2014
2013
2012
Capacity Utilization
(%)
88.9
95.0
92.0
(7)
Production Volume
Towards
New
Performance Level
The capacity management implementation with the
support of new production facilities and strong distribution
networks, enabled us to pursue market growth dynamics in
all marketing areas with better efficiency level.
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Participation
in the
Environmental
(9)
harnessing alternative energy, managing and utilizing the
waste, implementing innovation in all operational activities and,
conducting green environment program as well as environmental
conservation in a structured and well-planned
(10)
Commitment
to
Develop the
Surrounding
Community
Aligned with business progress, we have allocated the TJSL
program fund to Rp
180.2
billion, disbursed the Partnership
fund of Rp
88.2
billion, and Community Development
fund of Rp
0.4
billion
We uphold strong commitment to take an active role in the effort
to improve the surrounding community welfares through the
implementation of various community development programs, both
under the Partnership & Community Development Program as well as
other community development programs, aiming to enhance better
quality life of the communities and its environment
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Assuring
the Move
Into
Next Level
Assuring
the
Move
Into
Next Level
(13)
Continuing the grand plan to become the most reliable
cement company locally and regionally, Semen Indonesia
consistently realized several corporate actions that covering:
business development, competency enhancement of all
elements, improvement of surrounding communities’ life, and
environmental quality.
Cosnsitent business development implementation in an accountable efforts has
brought positive results - stronger positioning of the Company in the domestic
cement industry and improvement in the operational as well as financial
performances in the midst of challenging economic condition.
The realization of various competency enhancement programs also enabled the
Company’s employees to achieve excellent capability in the development of
production facility with global standard quality.
The Company also presented strong consistency in the improvement of surrounding
communities, and actively participated in the improvement of environmental
quality. As a result, the community satisfaction index, and the environmental
quality was both improved.
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(in million Rupiah)
CONSOLIDATED STATEMENTS OF FINANCIAL POSITION 2 0 1 4 2 0 13 2 0 12
Current assets 11,648,545 9,972,110 8,231,297
Investments in associates 146,980 127,510 102,828
Fixed assets 20,221,067 18,862,518 16,794,115
Intangible assets 1,103,697 1,158,475 1,003,033
Other non-current assets 1,194,377 672,271 447,811
Total Assets 34,314,666 30,792,884 26,579,084
Current liabilities 5,273,269 5,297,630 4,825,205
Non-current liabilities 4,038,945 3,691,278 3,589,024
Total Liabilities 9,312,214 8,988,908 8,414,229
Total Equity 25,002,452 21,803,976 18,164,855
Capital expenditures 2,968,145 2,707,065 3,407,903
Net working capital 6,375,276 4,674,480 3,406,092
CONSOLIDATED STATEMENTS OF COMPREHENSIVE INCOME
Revenue 26,987,035 24,501,241 19,598,248
Gross profit 11,598,604 10,944,094 9,297,581
Operating income 7,155,668 7,062,993 6,181,524
Profit for the year 5,573,577 5,354,299 4,926,640
Total comprehensive profit for the year 5,587,346 5,852,023 4,924,791
Profit attributable to equity holders of parent entity 5,565,858 5,370,247 4,847,252 Profit/loss attributable to non-controlling interest 7,720 (15,949) 79,388
Total 5,573,577 5,354,299 4,926,640
Total comprehensive profit attributable to equity holders of parent entity 5,576,106 5,716,494 4,845,403 Total comprehensive profit attributable to non-controlling interest 11,240 135,529 79,388
Total 5,587,346 5,852,023 4,924,791
EBITDA a) 8,303,439 8,099,042 6,869,077
Market capitalization 96,090,624 83,931,008 94,014,592
Weighted average issued shares (in thousand) 5,931,520 5,931,520 5,931,520
Basic earnings per share (Rp) 938 905 817
CONSOLIDATED FINANCIAL RATIO 2 0 1 4 2 0 13 2 0 12
Gross profit margin (%) 43.0 44.7 47.4
Operating income margin (%) 26.5 28.8 31.5
EBITDA margin (%) 30.8 33.1 35.0
EBITDA on interest ratio 21.7 23.8 65.5
Return on equity ratio (%) b) 23.2 25.7 27.9
Return on total assets ratio (%) 16.2 17.4 18.2
Current ratio (%) 220.9 188.2 170.6
Return on investment (%) 29.8 33.8 35.6
Liabilities on equity ratio c) 16.3 19.6 22.2
Liabilities on total assets (%) 11.4 13.3 14.5
Liabilities on capital ratio (%) 13.5 15.8 17.5
a) Calculated with operating income (in addition to revenue and other operating expense) added with depletion, depreciation and amortization b) Equity attributable to the holders of parent entity
c) Total liabilities with interest and equity attributable to the holders of parent entity
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INDUSTRIAL FIELDS Unit 2 0 1 4 2 0 13 2 0 12 CEMENTS
Total Production Capacity Thousand tons 31,800 30,000 28,500
Production in Indonesia Thousand tons 26,435 25,559 22,846
Production Regionally Thousand tons 1,825 1,355
-Total Production 28,260 26,914 22,846
Sales in Indonesia Thousand tons 26,163 25,410 21,824
Sales Regionally Thousand tons 2,363 2,405 80
PACKAGING INDUSTRY
Sewn Kraft Production Sheets 320,225 -
-Sewn Woven Production Sheets 33,312,965 19,233,600 17,277,950
Pasted Kraft Production Sheets 229,542,343 199,458,456 187,109,916
Total Packaging Production Sheets 263,175,533 218,692,056 204,387,866
REAL ESTATES INDUSTRIAL Sales Volume
Industrial Land Sale M2 40,429 109,736 215,693
Sales Volume
Land Lease M2 46,644 42,398 41,344
MINING Mining Services
Limestones Tons 13,101,598 13,420,122 11,8113,856
Clay Mining Tons 3,375,135 3,631,518 3,186,909
Surface Miner Tons 1,337,112 739,538
-Sub total Tons 17,813,835 17,791,178 15,000,765
Other Mining Services
Cut and fill BCM 630,258 627,779 780,063
Other minings Tons 5,991,443 9,047,420 9,642,722
Heavy equipment rental Hour 83,542 144,158 229,319
Note: Consolidated Entities Numbers
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Operational Highlights
2014 2013 2012
31.8
(million tons/year)
Production Capacity
(Design Capacity)
30.0 28.5
Production capacity in 2014 increased by
to
6.0
%
31.8
million tons
2014 2013 2012
(in %)
92.0 95.0 88.9
Utilization Level
2014 2013 2012
(in million tons)
Production Volume
26.9
22.8
28.3 Production volume in 2014 grew by
to
5.2
%
28,3
million tons
2014 2013 2012
(in million tons)
Sales Volume
27.8
21.9 28.5
(in Rp billion)
EBITDA
2014 2013 2012
8,099
6,869 8,303
2014 2013 2012
(in Rp billion)
Revenue
24,501
19,598 26,987
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Operational Highlights
2014 2013 2012
(Rp miliar)
Net Profit
(attributable to equity holders of parent entity )
5,370 4,847 5,566
2014 2013 2012
(%)
Operating Expenses
Ratio
15.8 15.9 16.5
2014 2013 2012
(%)
55.3
52.6 57.0
Cost of Revenue
Ratio
2014 2013 2012
(%)
Return on Assets
Ratio (ROA)
17.4
18.2
16.2
2014 2013 2012
33.1
35.0
30.8
EBITDA Margin
Ratio
Return on Equity
Ratio (ROE)
2014 2013 2012
25.7
27.9
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Event Highlights
First anniversary
celebration of PT Semen
Indonesia (Persero) Tbk.
Non Cash Loan Facility
Cooperation in Litigation
settlement
Ground Breaking of
Indarung VI Padang
The first anniversary celebration of PT Semen Indonesia (Persero) Tbk. was marked by the inauguration of 5 strategic projects, namely Vertical Cement Mill in Tuban plant, Inauguration of Packing plant Banjarmasin, Launching Center of Engineering, E-Procurement, Launching of company communication implementation guidelines.
PT Semen Gresik, a subsidiary of PT Semen Indonesia (Persero) Tbk received the Non Cash Loan facility of Rp1.4 Trillion from Bank Mandiri for the construction of new cement plant in Rembang.
Semen Indonesia cooperated with Civil Attorney and dan State Administration of General Attorney in the litigation settlement of civil and state administration fields.
Semen Indonesia organized the Ground Breaking of Indarung VI plant construction in Padang. The plant with the investment of Rp3.25 Triliun is targeted to be operating in 2016.
21
17
26
January
March April May
Inauguration of Cement
Tonasa Unit V and PLTU
President Susilo Bambang Yudhoyono inaugurated Tonasa V Plant and power plant in Pangkep Regency, South Sulawesi. Tonasa V has the capacity of 3 million tons per year completed with 2 X 35 MW power plant, with an investment value of Rp3,5 Trillion.
19
FebruaryInauguration of Packing
Plant Banjarmasin
Semen Indonesia inaugurated the Packing Plant Banjarmasin with the capacity of 600 thousand tons per year, and investment value of Rp120 billion.
26
Februari09
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Event Highlights
Construction of
environmentally friendly
plant in Rembang
Inauguration of Subsidiary
in IT field
Syndicated loans from
Bank Mandiri, Standard
Chartered and SMBC
Semen Indonesia commenced the construction of environmentally friendly plant in Rembang with the capacity of 3 million tons per year and investment value of Rp4.4 trillion.
Semen Indonesia inaugurated a Subsidiary in IT field, namely PT Sinergi Informatika Semen Indonesia (SISI).
Semen Indonesia received
syndicated loans from Bank Mandiri, Standard Chartered and SMBC to refinancing the Thang Long Cement in Vietnam.
18
18
June
Signing of Cooperation
Agreement with JFE Japan
Semen Indonesia signed the cooperation agreement with JFE Japan for the construction of Waste Heat Recovery Power Generation (WHRPG) with the capacity of 30.6 MW.
15
JulyRamadhan Safary in
Rembang Regency
Inauguration of PT Semen
Gresik Head Office
Semen Indonesia held the Ramadhan Safary in Rembang Regency by contributing various social grants.
23
JulySemen Indonesia inaugurated the head office of Semen Gresik Tuban Regency, East Java.
08
AugustJune June
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Packing Plant Mamuju
Waste processing plant
construction
UISI Establishment
Semen Indonesia Center of
The Champs (SICC)
Cash polling system
cooperation agreement
Semen Indonesia
Employee Union
Semen Indonesia signed the cooperation agreement for cash polling system with Bank Mandiri, BRI, BNI and CIMB Niaga.
Semen Indonesia through Semen Gresik Foundation commenced the construction of waste processing plant with the capacity of 240 tons per day in Gresik with the investment value of Rp13.5 billion.
Semen Indonesia inaugurated the Packing Plant Mamuju to strengthen its cement distribution in Sulawesi region.
Semen Indonesia has established the Universitas Internasional Semen Indonesia (UISI) in Gresik, which constitute the corporate responsibility towards education. Semen Indonesia not only developed
its potential in merely cement business, but also aimed to create excellent HR by the launching of Semen Indonesia Center of The Champs (SICC).
The management of Employee Union of Semen Indonesia was established for the period of 2014-2016.
09
28
29
15
19
August
September September October
August August
28
Event Highlights(21)
28
NovemberCSR Award 2014
Semen Indonesia Grup (SMI) received an award in Indonesian CSR Awards 2014 event, from CFCD (Corporate Forum of Community Development).
10
DecemberForbes Magazine Awards
Semen Indonesia received an award as one of top 50 companies with best performance in the event of best of the best from Forbes Magazine.
31
DecemberClosing of 2014 year end
performance
Organized the video conference of SI Grup which covering the plants of Semen Padang, Semen Gresik, Tuban, Tonasa and TLCC Vietnam to mark the last cement production in 2014.
15
OctoberWHRPG Ground Breaking
The Best Website awards
Ground Breaking of Waste Heat Recovery Power Generator (WHRPG) project in Tuban plant, with the capacity of 30.6 MW and scheduled to complete by the end of 2016. Semen Indonesia received the SOEs
Best Website awards as well as readers’ choice of favourite website for the construction sector, from Berita Satu version.
26
NovemberWarta Ekonomi Magazine
Awards
Semen Indonesia received the predicate of the Most Powerful and Valuable Company Category Cement (Basic Industry & Chemical), from Warta Ekonomi magazine. October
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Awards & Certifications
AWARDS 2014
On its achievements during 2014, the Company received 10 awards of various categories form the independent party, as follows:
Location/Date Awards
Jakarta 23 March IICD Top 50 Awards, Semen Indonesia was one of the companies with best corporate governance based on ASEAN Corporate Governance Scorecard.
Jakarta 10 June Semen Indonesia received The Best Listed Company Manufacturing Sector Basic and Best CEO 2014 from MNC Business due to the positive performances of financial, shares, and corporate governance.
Jakarta 13 June Indonesian Journalists Association (PWI) awarded the Golden Pen to the President Director of Semen Indonesia on his role to enhance the quality of Indonesian journalism.
Jakarta 18 June Semen Indonesia received the Best Green Industry Award 2014 for the category "Preservation of water resources, development of new energy, development of biodiversity, pioneering the prevention of pollution and development of integrated waste management.”
Jakarta 21 July Semen Indonesia received the Antara news CSR from Antara National News Agency (LKBN).
Jakarta 18 August Semen Indonesia received the Energi Pratama awards from the Ministry of Energy and Mineral Resources on the innovation of the renewable energy utilization.
Jakarta 19 August Semen Indonesia entered into and received the Forbes Global awards. Semen Indonesia was included in the 2.000 best companies in the world.
Jakarta 15 October Semen Indonesia received the best Website from Berita Satu in construction field of the reader’s favourite choice.
Jakarta 16 October Semen Indonesia received the Green Industry awards from the Ministry of Industry. Jakarta 17 October The President Director of Semen Indonesia, Dwi Soetjipto received CEO of the year
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Awards & Certifications
CERTIFICATIONS
ISO – 9001
: 2008
Quality Management Systems (Certification by SGS-UK, 2002-2015)
ISO – 14001
: 2004
Environmental Management Systems (Certification by SGS, 2010-2013)
OHSAS - 18001
: 2007
Occupational Health and Safety Management Systems (Certification by SGS-UK, 2012-2014)
SMK3
:
Occupational Health and Safety Management Systems (Certification by Sucofindo, 2014)
ISO/IEC - 17025
: 2008
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Table of Contents
HIGHLIGHTS
12
Financial Highlights
13
Operational Highlights
16
Event Highlights
20
Awards & Certificates
22
TABLE OF CONTENTS
24
MANAGEMENT REPORTS
26
Message from the President
Commissioner
36
Report from the President Director
48
BUSINESS DEVELOPMENT
REPORT
57
Corporate Transformation
66
Regional Expansion
71
Domestic Expansion
75
Business Development Funds
78
COMPANY INFORMATION
80
Company’s Name
82
Vision and Mission
84
The Company at a Glance
86
Milestones
88
The Company Excellence
90
Organization Structure
92
Operational Region and
Distribution Map
94
Product Types and Supporting
Facilities
97
Office Address and Information
Access
98
Subsidiaries and Affilated
Companies
100
INFORMATION FOR INVESTORS
102
Share Performance Graphs
103
Share Highlights, Dividend Payout
and Share Listing Chronology
104
Shareholders Composition
108
Shareholding Structure
108
Share Ownership by the Board
of Commissioners and Board of
Directors
109
Dividend and Dividend Policy
110
Capital Market Condition and
Company’s Share Performance
112
Name of Capital Market Institutions
and Supporting Professions
114
OPERATIONAL REVIEW
116
Human Resources Management
128
Environmental Management
Quality Enhancement
139
Company’s Innovation
147
Information Technology and
Communication
158
Risks and Risk Management
170
MANAGEMENT DISCUSSION
AND ANALYSIS
172
Economy Overview, Industry
Overview and Business Prospects
180
Business Review
181
Cement Industry Business Segment
183
Production
187
Research and Development
190
Financial Performance Review
191
Consolidated Income Statements
198
Consolidated Financial Position
207
Cash Flows
208
Solvency
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Daftar Isi
213
Work Plan Compared to
Realization
215
Consolidated Subsidiary
Performance Review
215
Cement Business Review
220
Non-Cement Business Review
223
Other Business Segment
226
Materials Information
227
Conflicts of Interest Transactions
228
Material Transactions & Significant
Events
228
Regulations and Legislations
Amendment Relevant to and
Impacted the Company’s
Performance
230
Accounting Standards Changes
and Disclosures
230
Related Parties Transactions
233
Assets and Monetary Liability in
Foreign Exchange
234
CORPORATE GOVERNANCE
IMPLEMENTATION REPORT
236
Corporate Governance
Implementation Report
256
General Meeting of Shareholders
263
Board of Commissioners
275
Board of Directors
294
Committees of the Board of
Commissioners
306
Corporate Secretary
320
Internal Control and Monitoring
System
322
Internal Audit
331
Company’s Accountant
333
Risk Management Implementation
336
Code of Conduct and Corporate
Culture
352
CORPORATE SOCIAL
RESPONSIBILITY REPORT
354
Corporate Social Responsibility
Report
360
Corporate Social Responsibility on
the Environment
361
Employment, Occupational Health,
and Safety
366
Corporate Responsibility on Social
and Community
370
Corporate Responsibility on
Consumers
374
CORPORATE DATA
376
Board of Commissioners’ Profiles
379
Board of Directors’ Profiles
383
Additional Information –
Replacement of the Commissioners
and Directors
384
Audit Committee
385
Nomination & Remuneration
Committee
386
Strategy, Risk Management and
Investment Committee
387
Secretary of the Board of
Commissioners
388
Address of Subsidiaries and
Affiliated Companies
391
Information for Shareholders
392
Statements of Responsibility of the
Board of Commissioners and Board
of Directors
394
OJK References - ARA Criteria
2014
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Management
Reports
26
Message from the President Commissioner
36Report from the President Director
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The Board of Commissioners viewed that the Board of Directors, the
management, and all employees have met and undergone all challenges
exceptionally well. The decision to become the Strategic Holding was
also the right decision, believed to bring many advantages presently
and going forward.
“
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Message from the President Commisisoner
MAHENDRA SIREGAR
President Commissioner
Laporan ManajemenManagement Reports Business Development Report Company Information Information For Investors Operational Review
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Unfavourable business environment in 2014 resulted in the lowest demand for
cement within the past several years. This posed a challenge and at the same
time created new opportunities for Semen Indonesia’s growth. Being at the end
of transformation journey into becoming a strategic holding company amid a
difficult year was a trying moment. However, it was also a momentum for the
Company to reflect and harness the excellence of each OpCo – bringing them
as a unity to build a strong foundation for future growth.
Semen Indonesia has become stronger and more solid, ready to address
challenges, support this country’s development, and prepared to create growth
opportunities going forward.
Assalaamu’alaikum Wr. Wb.,
Distinguished Shareholders,
First of all we thank God for the blessings upon PT Semen Indonesia (Persero) Tbk. The Company is able to journey the challenging year of 2014 with exceptional results. The Company successfully laid out resilient fundament of growth to bolster up sustainable business development in the future.
Reviewing The Board of Directors’ Performance
The Board of Commissioners observed several conditions that made 2014 as a challenging period – an era that particularly put Semen Indonesia to the test. Year of 2014 was marked with the political dynamic; although the national leadership succession took place peacefully and smoothly, the overall process that saw tough competition heated Indonesia’s political situation and dampened the investments in property industry.
At the same time, global economic condition remained unfavourable and this affected the level of national economic growth. Consequently, buying power drop and with Indonesia’s export slumped on the other hand, coupled with sizeable energy subsidy (for fuel and electricity), national trade balance deficit widened – weakening Rupiah exchange rate. Bank Indonesia mitigated the exchange rate depreciation and strove to maintain the level of inflation by increasing benchmark interest rate, which had the adverse consequence on infrastructure and physical development projects.
The macro situation contributed to declining demand of cement, while construction of new units by several players in the cement industry, including Semen Indonesia, completed and moved to commercialization phase in 2014. In effect, the competition between industry players heightened.
“
“
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In the middle of this challenging situation, Semen Indonesia was in its last stage of transformation into becoming a Strategic Holding Company with four subsidiaries or Operating Companies (OpCo), namely PT Semen Gresik, PT Semen Padang, PT Semen Tonasa, and TLCC. With the transformation project going towards its completion while business environment was not favourable, Semen Indonesia faced unique challenges at the time.
The Board of Commissioners viewed that the Board of Directors, the management, and all employees have met and undergone all challenges exceptionally well. The decision to become the Strategic Holding was also the right decision, believed to bring many advantages presently and going forward.
In terms of addressing the competition amid declining demands, the Board of Directors then carried out the maintenance program across all production facilities, a program that was previously delayed in order to spur the production and fulfil orders. Backed by strong brand equity of Semen Gresik, Semen Padang, and Semen Tonasa as well as new production facilities, the Company was able to meet demands and maintain its market share. Having a new role as Strategic Holding also allowed the Company to synergize the capabilities of each OpCo to supply cement and penetrate the potential markets in accordance with their production capacities.
In addition to ensuring sufficient cement supply, synergy also assured that maintenance programs could be carried out effectively and efficiently due to the closer cooperation in terms of spare part supply. This also secured the reliability of operations of other production units.
With strong synergy as its fuel, the Company was able to commence the construction project of new units – Rembang Plant in Central Java and Indarung VI Plant in Sumatera. Despite the challenges met during the development of the two plants, especially in Rembang, encouraging progress was visible and by the end of 2014 the two units were on track with the timeline.
Further, during that same year, the Board of Directors was also able to boost sales volume; the Company’s revenues grew and market share in Indonesia was maintained at 43.7%. Increase of costs due to the changing electricity and fuel prices was addressed by strengthening synergy in marketing and distribution.
The results were tangible; the increasing revenue and cost management initiatives generated 3.6% growth of the Company’s net income to Rp5.6 trillion. Earnings per share rose to Rp938 from Rp905, and EBITDA increased to Rp8.3 trillion from Rp8.1 trillion in the previous year.
The Board of Commissioners also noted that the net income in 2014 represented growth achieved in eight consecutive years.
In view of the accomplishments that the Company was able to attain amidst a difficult year, the Board of Commissioners commends the performance of the Board of Directors in the implementation of their operational responsibilities throughout 2014.
The progress and development that the Company achieved have been communicated to all stakeholders, especially investors in the capital market that responded positively as reflected from the Company’s share price movement. The Company’s shares was closed at Rp16,200 per share, posting 14.5% growth from Rp14,150 at closing day in 2013.
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The Board of Commissioners’ Supervisory and Advisory Responsibilities
The Board of Commissioners performed the supervisory duty throughout reporting year on the management policies and management as well as the operational mechanisms of the Company exercised by the Board of Directors. The Board of Commissioners also provided guidance to the Board of Directors. Aligned with our evaluation on the Board of Directors’ operational performance, the Board of Commissioners mandates the Board of Directors to continue exploring potentials and maximize the various benefits that the Company can gain from its Strategic Holding transformation.
In addition to the operational innovations, including four strategic focuses that covered revenue management, cost management, capacity management, and improving competitive advantage, the Board of Directors need to identify steps to optimize potential that came with its new role.
Further, with the Company’s enlarged operational coverage following TLCC acquisition, the Board of Commissioners expects that risk management can be improved and enhanced. Not only identifying and mitigating risks, risk management that applies the Enterprise Wide Risk Management (EWRM) approach should also recognize business opportunities and determine its scale of possibility.
The Board of Commissioners also supervised the Board of Directors’ performances in promoting synergy between OpCo, both in terms of product supply to certain markets, and in terms of managing the operational and distribution costs, which had been increased following the Company’s status as Strategic Holding, whereby business return was expected to improve.
Consistently, the Board of Commissioners monitor the Company’s performance against the Corporate Work and Budget Plan, capital expenditure, progress of strategic projects, and implementation of operational duties that the Board of Directors carried out through regular meetings, ad-hoc meetings, and field visits to project sites.
The Board of Commissioners have produced recommendations and solutions to address the challenges and difficulties faced by the Board of Directors, with respect to a number of grand projects that required the buy-in, and which were not included within the Board of Directors’ decision making authority.
Towards Better Corporate Governance Practices
With the support from the Committees under the Board of Commissioners, the Board of Commissioners constantly provides a direction to the Board of Directors to enhance the quality of GCG practices through continuous and structured dissemination of all policies under GCG Manual, Code of Conduct, and corporate values. The Board of Commissioners appreciate the Board of Directors for completing the process of reviewing and redefining the stipulations in the Board Manual, Code of Conduct and associated policies to be in line with the current development.
Considering that the Company is committed and has become a regional player in the cement business, and with the coming of ASEAN Economic Community, the Board of Commissioners mandates the review and improvement of corporate governance practices in accordance with the regional standard.
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The Board of Commissioners receives assistance from the Audit Committee; Strategy, Risk Management, and Investment Committee (SRMI); Nomination and Remuneration Committee (NRC); and Secretary to the Board of Commissioners. These units work full-time and with dedication to safeguard the efforts to improve the governance practices as well as ready to implement the supervisory and advisory duties.
In regards of its duties implementation, the Board of Commissioners viewed that the Committees have exercised their functions well, efficiently, and effectively. However, with growing business scale of the Company and increasing complexity of the challenges, the Board of Commissioners mandates for competency enhancement and to have greater support from all elements of the Committees under the Board of Commissioners.
Human Capital Development
The Board of Commissioners believes that the Company’s successful expansion program relied not only on capital and management capabilities, but also on the competence of human capital. Having larger business scale, more operational sites that reach across other countries, and the change of status as holding company, Semen Indonesia needs to step up the management and development of its human capital. Human capital development should be focused on not only skills, but also on growing mindset and changing perspectives of all employees.
With that in mind, the Board of Commissioners fully supports the initiatives of the Board of Directors that aim to change the mindset, enhance the competence, and bring out the human capital potentials of each OpCo.
The Board of Commissioners is committed to ensuring the mindset change of employees and the harmony of internal competencies will take place. The Board of Commissioners will also partake in the process in accordance with its authority, to see that all individuals in Semen Indonesia will be a single unity in the future, voicing dedication to move forward and support Indonesia’s development.
To assure the achievement of this aspiration, the Board of Commissioners promotes and oversees the implementation of Human Capital Master Plan (HCMP) that was designed in line with the Company’s change of corporate status. The Board of Commissioners is in support of the Board of Directors’ policies to apply the competency-based approach in managing the employees, both in terms of career progression and remuneration.
The Board of Commissioners also supports the inventive efforts from all employees of the Company, reflected by Semen Indonesia Award on Innovation (SIA) event that has been held for the fifth time.
Corporate Social Responsibility
The Board of Commissioners would like to provide a direction to the Board of Directors to improve the quality of corporate responsibility programs by initiating better coordination and, therefore to achieve better output of the Company’s various programs in the community and environmental development, as well as other responsibilities. With regards to the Company’s growing business scale, the Board of Commissioners recommends for the success story of CSR program in one site is reviewed and replicated in other locations, thereby ensuring that triple bottom line goal that upholds the harmony between Profit (economic goals), Planet (environmental goals), and People (social goals) can be achieved, especially the accelerating impacts of improved welfare of nearby communities.
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The Board of Commissioners highlights the management’s consistent efforts in environmental preservation through a variety of programs that are able to utilize wastes from other industry in the production process. In addition, the Board of Commissioners supports the Company’s involvement in the endeavours to mitigate global warming impacts through Clean Development Mechanism (CDM) program, and global scale CO2 emission reduction program that is planned to be realized through WHRPG unit in Tuban.
We believe that the efforts demonstrate the Company’s commitment to preserve the environment hand in hand with other global citizens of the world.
Future Outlook and Projections
The Company’s success in journeying through the challenging 2014 and able to delivering exceptional performance illustrated the potential that the Company can harness from its status as Strategic Holding. With the status, the Company has many more opportunities to integrate competence and potential, including maximizing the benefits of having widely reputable brand equity, and present synergized operational pattern. The operational efficiency and synergy in many aspects, including raw material procurement, maintenance, distribution, and marketing, have proven to enable the Company in retaining market share despite of strong competition.
Looking at the national cement industry prospects, the Board of Commissioners predicts that the challenges will remain in the coming year, although Indonesia’s economy will continue to grow in the future. The infrastructure projects are expected to commence after being delayed due to licensing and the state’s lack of capacity to facilitate the development of certain projects, such as inter-region road, seaports, and electricity infrastructure.
Assuming the conservative economic growth, the Board of Commissioners forecasts that, in the short-term, the national cement demand will grow at around 6-7% and will gradually increase in the following years.
Nevertheless, the Board of Commissioners would like to remind that growth opportunities in the cement sector in the long-term would attract other players in the industry to invest in Indonesia and add the competition for the Company.
To that end, the Board of Commissioners expects the Board of Directors to consistently applies long-term strategic initiatives, among others by boosting the production capacity, securing energy, enhancing the corporate brand, meeting the consumer needs, and managing risks to ensure that the Company can benefit from the existing business opportunities and record sustainable performance growth.
The Board of Commissioners and the Committees will supervise the programs defined in the action plan under the Corporate Long-Term Plan document submitted by and agreed with the Board of Directors, and will be ready to provide insights and recommendations to ensure the realization of all plans.
Changes in the Composition of the Board of Commissioners
There were changes in the Composition of the Board of Commissioners during reporting year, as approved in the AGMS held on 25 March 2014. In accordance with the meeting’s resolutions, there were several members of the Board of Commissioners that concluded their tenures; Sumaryanto Widayatin, Commissioner, Imam Apriyanto Putro, Commissioner, and Djawahir Adnan, Independent Commissioner. The Company would like to appreciate their
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On 23 January 2015, in Extraordinary General Meeting Shareholders, Sony Subrata was appointed as Commissioner; we congratulate his appointment and welcome him as a new member of the Board of Commissioners.
Closing
We, the Board of Commissioners, would like to take this opportunity to thank God for the Company’s outstanding performance, enabled by the support and true dedication from the Board of Directors as well as all employees of PT Semen Indonesia (Persero) Tbk. We also would like to convey our appreciation to all stakeholders for their input, so that the Company can bring the best results for shareholders, the people, and the Government of Indonesia. May all of us be eternally bestowed with the, compassion, and blessings of God.
Jakarta, 23 March 2015
Wassalamu’alaikum WrWb. The AGMS also approved new members of the
Board of Commissioners; Marwanto Harjowiryono, Commissioner, Wahyu HIdayat, Commissioner, Muchamad Zaidun, Independent Commissioner, and Farid Prawiranegara, Independent Commissioner. We congratulate the new members, and welcome them to the Board of Commissioners of PT Semen Indonesia (Persero) Tbk.
At the time of the formulation of this report, the Board of Commissioners lost 1 of its member, Farid Prawiranegara, who passed away on 21 August 2014. We would like to express our deepest condolences to the family and we thank Farid Prawiranegara for his contribution as member of the Board of Commissioners, PT Semen Indonesia (Persero) Tbk.
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Board of Commissioners
ACHMAD JAZIDIE
Commissioner
WAHYU HIDAYAT
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HADI WALUYO
Independent Commissioner
MARWANTO HARJOWIRYONO
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Report from the President Director
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Report from the President Director
The Company inaugurated and commenced the operation of a new plant, several
packing plant units, and grinding plant; officially started the construction of 2
new plants, and continued its programs as strategic holding company. Growth
of profit attributable to the equity holders of parent entity was posted at 3.6%
to Rp5.6 trillion and signified the Company’s excellent achievement. Semen
Indonesia also successfully improved the operational foundation through the
consolidation and synergy between OpCo in order to overcome the challenging
2014 as well as to provide stronger fundament for sustainable future growth
Dear Esteemed Shareholders,
First and foremost, on behalf of the Board of Directors, we thank the Lord for grace and blessings that have accompanied the Company in journeying the challenging year of 2014, and have enabled us to deliver sound achievements. The year 2014 was unfavourable for the Company’s business development. Nevertheless, the Company was able to withstand the obstacles during the same year, a testament to the resiliency of all individuals in PT Semen Indonesia (Persero) Tbk, as the leading player in Indonesia and regional cement industry.
National Economic Conditions in 2014
The global economic recovery was going at a slower pace than expected. In the United States, the country’s economy was showing fundamental improvements, and prompted the Government and the Fed to carry out quantitative easing program. On the other hand, Europe’s economy was stagnant, as in Asia, China, and Japan where growth have not improved, although India was progressing.
The sluggish economy in China, the world’s second largest economy, directly affected Indonesia’s primary commodity demand, especially palm oil, coal, and other mineral commodities.
This in turn impacted Indonesia’s trade balance. Trade balance deficit moved up following increase of fuel subsidy, as more vehicles enter Indonesian roads. Seeking to reallocate subsidy budget to capacity enhancement programs for the national production. The government then adjusted the subsidized fuel price as electricity subsidy was revoked. This contributed to inflation hike, reaching 8.36% higher than 4,5+1% at the beginning of the year. To countervail trade balance deficit and mitigate inflation rise, Bank Indonesia increased benchmark interest rate to 7.75%. This step was able to fend off foreign exchange depreciation to a stable rate at Rp12,440/USD from Rp12,189/USD.
“
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In addition to strong macro economic pressure, there were two national political agenda that marked a new milestone in Indonesian history in 2014; the legislative elections for the national and regional parliament DPR, DPD, and DPRD, as well as the elections for the succession of the nation leadership.
These conditions eventually weakened the purchasing power of the consumers, hampered growth of property and infrastructure businesses, and therefore hindered cement demand in Indonesia. Cement market growth in 2014 reached only 3.3% below 6% projection.
On the other hand, cement producers including the Company have concluded new production units in 2014 as well as their supporting facilities. In effect, as competition heightened, all players in the national cement industry realized the operational strategies to maintain business performance.
Strengthening Growth Foundation, Ensuring Optimum Performance
Considering macro economic condition and market competition, the Company had to address a number of fundamental issues. The Company improved the internal consolidation and synergy in terms of operations and strategic planning. The focus of the strategy was cost management, whereby innovative efforts were taken to control increasing production and distribution costs. In terms of energy cost, which is the main component in cement production, the Company also applied energy conservation program.
Addressing the declining trend of demand, the Company exerted to boost the operational efficiency, among others by decreasing the intensity of energy consumption, lower energy cost, aimed for efficient maintenance cost, and stepped up the distribution cost efficiency by construction packing plant to reach lower operational cost per ton.
To achieve efficient energy cost, the Company maximized the performance of WHRPG unit that had commenced operations in Padang, maximized power plant operations in Tonasa, used low-calorie coal, and innovated to use the alternative energy sources to produce slag.
The Company’s strategy of improving the competitive advantage enabled the Company to maintain, even increased customer loyalty, and its ability to keep track with the increasing dynamics of cement industry. As the result, in 2014, the Company posted 2.6% growth of sales volume to 28.5 million tons from 27.8 million tons in 2013. The Company also covered 43.7% of national market share.
Further, the Company consistently implemented revenue management strategy to optimize revenue, focusing on key regions, developing potential market, and boosting synergy with the group. The Company successfully improved revenues by 10.1% to Rp27.0 trillion from Rp24.5 trillion in the previous year on the back of these strategies.
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The stakeholders, including investors in the capital market, responded positively to the growth and development of the Company’s performance. This was illustrated by the Company’s share price movement, which stood at Rp16,200 per share at the end of 2014, grew 14.5% from the price at the closing trading day in 2013 at Rp14,150 per share.
Reinforcing Foundation for Sustainable Growth in the Future
Aside from posting 2014 performances, the Company also continually carries out various strategic initiatives as part of its commitment to reinforce the foundation for sustainable growth in the future. The strategic measures that are carried out and planned covering:
• Enhancing production capacity: developing new plant in Central Java and West Sumatera, construction of cement mill, quarry upgrading and extension.
• Improving distribution facilities by building packing plant in 3 potential markets
• Cost efficiency improvement: building WHRPG in Tuban with 30.6 MW capacity and encourages more use of Alternative Fuel Resources (AFR).
• Strengthening supporting elements: carry out HR competence and complete ICT enhancement program
• Continue programs post-transformation as Strategic Holding
The efforts around cost management initiative were also able to control the increase of production cost per ton. Despite the increase in energy costs, especially electricity tariff, cost of goods sold in 2014 rose only by 13.5% from 2013. Moreover, through efficiency programs, the Company successfully managed the growth of operating expense, maintaining operating expense ratio at 16.5% from 15.8% in the previous year. The Company’s EBITDA grew by 2.5% to Rp8.3 trillion compared to a previous year.
Overall, total profit attributable to the equity holders of parent entity stood at 3.6% growth to Rp5.6 trillion from Rp5.4 trillion in the previous year. Earnings per share attributable to the equity holders of parent entity was up by 3.6% from Rp938 to Rp905.
The operational results allowed the Company to manage strong fundament. ROE stood at 23.2% and ROA at 16.2%. Debt to Equity Ratio (DER) at the end of 2014 stood at 16.3% from 19.6% and liability to asset ratio stood at 11.4% from 13.3% in 2013, due to utilization of loans facility for expansion purposes. Although the position increased, the liability ratio remained sound and presented the Company’s strong financial capability to support the implementation of its development plans in the future.
The following presents brief overview on the Company’s operational performance, which signified positive results amid the market competition:
Description 2014 2013 Growth %
Cement Production Volume (million ton) 28.3 26.9 5.2%
Sales Volume (million ton) 28.5 27.8 2.6%
Revenues (Rp billion) 26,987 24,501 10.1%
Operating Income (Rp billion) 7,156 7,063 1.3%
EBITDA (Rp billion) 8,303 8,099 2.5%
Net Profit (Rp billion) 5,566 5,370 3.6%
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On the back of various strategic steps that were successfully carried out in 2014 and will be continued going forward, the Company ensured that the foundation for its future growth is sound and strong. The Company also made sure that it would accomplish the Company’s vision as a leading, international cement company in South East Asia.
The Company was able to overcome challenges in 2014 and initiated a number of strategic measures as
part of its strategic program to bolster foundation for sustainable business growth in the future
Realizing Strategic Programs Post Corporate Transformation
The development of 2 new units in Rembang and Indarung, West Sumatera, are among the strategic programs following the corporate transformation project. Progress of physical construction is underway, however there are environmental and social issues in respect of unit development in Rembang that are currently under settlement.
The Company continued to convince the community on the compliance of the unit’s development with the environmental and social standards and policies. The Company applied sophisticated technology in the structure’s design and operations, ensuring that the unit will be environmentally friendly. With the approaches, explanation, and clarification, the Company expects that the unit’s construction project in Rembang will be completed as scheduled.
Meanwhile, to ensure the readiness of its human capital competency; ready to compete in the regional and global environment, the Company continued realizing various strategic initiatives. The goal is to capitalize all architectural capacities and innovative abilities in cement to serve as the Company’s features of excellence and backbone for business growth in the future.
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Continuing Semen Indonesia Centre of the CHAMPS (SICC), the Company sharpens the functions of its pillars, covering Dynamic Learning, building Centre of Engineering, Centre of Research, and eventually establish Semen Indonesia International University.
The Company will enhance the SICC’s key role as the centre of excellence by preparing competent human capital, or the best people, as well as enhancing excellent performance and strengthening industry structure. To prepare the best people, SICC has the following institutions: Centre of Engineering, Centre of Research, Centre of Dynamic Learning, and Centre of Knowledge Management. Meanwhile SICC’s pillars that focus outward consist of Training and Consulting Services and Semen Indonesia International University (UISI)
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Innovation
The Company has rolled-out innovative programs, which were part of the Company’s intellectual capital that differentiated competitive advantage in order to achieve sustainable growth. To nurture the spirit of innovation, the Company continuously explores creative ideas that are in line with the Company’s strategies and recognize selected innovators. In 2014, the Company organized the sixth Semen Indonesia Award on Innovation (SIAI), in which innovations were grouped into several key categories, among others raw material, technology and process, as well as management.
The Company implemented the innovative solutions captured from the competition into its operational activities to get better efficiency and enhance competitiveness. For its consistency in championing and introducing innovations to its operations, the Company attained Technology Pioneer award for the fourth time. The Company also received a number of other awards that recognized the Company as the front-runner of innovations, including innovations in the environment from the Ministry of Industry, and from the Ministry of Environment, which granted Green Proper award.
Enhancing the Quality of Corporate Governance Best Practice Implementation
Continuing its transformation into a holding company and a regional player in the cement industry, the Company carries out improvements on regulations and policies that guide the day-to-day operations. Committed to enhance the quality of corporate governance, the Company completed its review on regulations and policies concurrently with the commencement of relevant work programs.
The Company is highly dedicated to improve best practices implementation of GCG, as reflected by its initiative to complete the corporate governance soft structure and infrastructure. The Company has also been prepared to refine standard operating procedures in order to meet changes in the corporation’s structure. Several programs conducted to enhance the quality of GCG implementation in 2014 covered:
• Review and adjustment to Whistleblowing
System Manual
• Improvement of Integrated Enterprise Wide Risk
Management (IEWRM), which now allows all risk owners to identify, calculate, and mitigate main risks
• Review and adjustment to the Board Manual • Review and adjustment to the Company’s Code
of Conduct
Balancing Business Sustainability with Efforts to Bring a Better Living Quality for Future Generation
The Company is focused on its initiatives that are designed to ensure that business development is carried out in harmony with efforts to preserve the environment and to grow competencies of surrounding communities, empowering them to achieve better welfare and living quality for the generation today and tomorrow. In each phase of business development, the Company always observes the environmental sustainability and the improvement of the wellbeing of nearby communities.
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Business development activities carried out in Rembang and Padang follow this commitment. The Company has complied with all statutory procedures, including the formulation and presentation of Environmental Impact Analysis document (AMDAL), complemented with Environment Management and Monitoring document (UKL-UPL) to ensure the fulfilment of environmental preservation requirements. The Company took a further step to design and use the environmentally friendly mining and plant operations technologies. The Company is committed to replicate the success of environmental management efforts in Tuban, where the Company obtained GOLD PROPER award from the Ministry of Environment, as well as in other plants.
In addition, the Company is also consistently implementing efforts to enhance environmental quality, reflecting Semen Indonesia’s participation in climate change mitigation initiatives. Aside from replanting, the Company implements Clean Development Mechanism (CDM), which covers energy conservation through WHRPF operationalization and development, using biomass, applying AFR, and absorbing certain types of industrial wastes in producing slag.
With these efforts, the Company successfully lowered its CO2 emission and obtained Carbon Emission Reduction (CER) certificate as proof of recognition from the global community towards the tangible efforts that Semen Indonesia undertake to improve the environmental quality.
Illustrating its strong commitment to Corporate Social and Environmental Responsibilities (CSER), in 2014 the Company commenced with the implementation of its CSR blueprint, which translated CSER concept as an element that was not only mandatory for the Company, but moreover as a way for the Company to improve its reputation and ensure business continuity. The Company’s CSR four pillars program are:
• “SI Cerdas” (SI Smart) – focusing on competence
building through educational programs
• “SI Prima” (SI Excellent) – a synergy with
programs under Marketing and Research and Development.
• “SI Lestari” (SI Sustainable) – focusing on
environmental programs
• “SI Peduli” (SI Care) – a host of social and
economic programs
Under pillar “SI Cerdas”, the Company continued its
workers’ certification program. Until 2014, around 4,000 workers have been certified. The Company
also continued “KIRANA”, a program that shapes
the character of young generation through singing and children’s song composition competition, held in 28 cities across Indonesia. KIRANA aims to stimulate song creation for children, nurturing the children of Indonesia with songs that are appropriate with their age development.
The Company also provided Information, Communication, and Technology (ICT) training for students in elementary, junior-high, and high school to raise IT-literacy among young generation around the Company. This program also serves as the Company’s platform to contribute to competence development and character building for teachers in order to improve education quality.
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Through pillar “SI Lestari”, the Company stepped up
its Waste to Zero program and developed Mangrove Centre Tuban as centre of learning and biodiversity protection development to preserve the habitat of various land and water organisms as well as to help recover coastal environment disrupted by abrasion and develop ecotourism. In addition, the Company develops part of ex-mining land into pilot plantation and living laboratory that will be valuable for learning and education purposes, raising environmental awareness of young generation.
The Company was also consistent in improving its Green Belt activities across all mining areas and realized replanting program in certain locations. These are environmental programs that are outside of programs with close association with the Company’s operations.
Meanwhile, through “SI Peduli” program, until 2014
the Company has worked with 30,067 partners who created jobs opportunity for 61,156 people and generated a turnover amounting to Rp1.71 trillion. The Company also distributed fund support for education, sports, arts, health, public facility, and disaster relief efforts in Indonesia. In Vietnam, the Company aided schools and provided medical treatment for students around the plant.
Projections and Strategy in 2015
The Company forecasted that Indonesia’s economy in the coming year would still be facing macro challenges. The domestic consumption and investments will still be the main contributors to Indonesia’s economic growth, while inflation and exchange rate volatility are predicted to keep benchmark interest rate at a high level. Although plans of infrastructure projects realization going forward are promising, their impacts to economic progress will not be immediate.
Economic growth projection clearly signals another challenging time for cement industry. Demand for growth will be limited, and expected to stay around 6-7%. The Company needs to put greater concern on maintaining its performance in terms of cost management and operational efficiency.
Today, the Company is in a better position to meet the growth of market demand. Maintenance and upgrading programs that are slated for completion next year will enhance the Company’s competitive advantage, which will be even stronger once the distribution infrastructure development, including packing plant construction project, are completed. This will allow the Company opportunity to win over the competition and fulfil the development opportunities.
To ensure the Company ability to secure competitiveness and at the same time deliver optimum performance, the Company will consistently implement strategic and critical initiatives with respect to: capacity growth, energy security, corporate image strengthening, meeting consumer demand, reinforcing supporting units and risk management as well as focusing management efforts on revenue, cost, capacity, competitive advantage improvement, and investment.
The Company believes that by having new supporting facilities and backed by efforts to strengthen the operational foundation carried out in 2014, Semen Indonesia will be able to deliver better contribution to shareholders and stakeholders in the future.
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Changes in the Composition of the Board of Directors
During reporting year 2014, there were changes in the composition of the Board of Directors. Given the duty with a new responsibility by the Government as shareholder of Serie A shares, Dwi Soetjipto resigned as the Company’s President Director effective as of 28 November 2014. The Company appointed myself, Suparni, as Acting President Director until Extraordinary GMS is held in 2015.
Through Extraordinary General Meeting of Shareholders held on 23 January 2015, the meeting appointed me, Suparni, as President Director. My term of office is effective henceforth until GMS 2017 or in accordance with the prevailing regulations.
Closing
Hereby we conclude the operational performance overview for 2014. We would like to respectfully request the shareholders to approve the Annual Report and the Company’s management in 2014, to ratify the Financial Statements, and to acquit and discharge the Board of Directors and Board of Commissioners from their management and supervisory responsibilities during fiscal year 2014.
Finally, on behalf of the Company’s Board of Directors, we would like to thank and appreciate shareholders for their trust and support; to the Board of Commissioners, who constantly provides direction and guidance; and to the Company’s customers and partners for their support and cooperation.
We also acknowledge our Employees and thank them for their hard work, dedication, and contribution to the Company. All of those have enabled Semen Indonesia to achieve the outstanding results in 2014. We are optimistic that the efforts resulted from our solid work, as a team will boost the Company’s ability to benefit from promising growth potentials and to produce the best, sustainable performance in the future.
Gresik, 23 March 2015
SUPARNI
President Director Report from the President Director
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Board of Directors
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Board of Directors
1. Suparni
President Director
2. Gatot Kustyadji
Director
3. Amat Pria Darma
Director
4. Ahyanizzaman
Director
5. Rizkan Chandra
Director
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b. Pada tanggal 1 September 2014, Joko Priyanto dan 6 (enam) orang warga Rembang dan WALHI mengajukan gugatan tata usaha negara kepada Gubernur Jawa Tengah selaku Tergugat, atas Izin Lingkungan Pendirian Pabrik Semen di Rembang milik Perseroan No. 660/177 tanggal 7 Juni 2012 yang dikeluarkan oleh Gubernur Jawa Tengah pada Pengadilan Tata Usaha Negara Semarang (“PTUN Semarang”), dengan nomor registrasi perkara 064/G/2014/PTUN Semarang.
c. b. On September 1, 2014, Joko Priyanto and 6 (six) people from Rembang and Wahana Lingkungan Hidup Indonesia (The Indonesian Forum for the Environment, WALHI) filed a state administration lawsuit to the Semarang State Administration Court (PTUN Semarang) against the Governor Of Middle Java as Defendant in relation to Environmental License on The Establishment of Cement Factory in Rembang owned by the Company No. 660/177 dated June 7, 2012, which was issued by the Governor Of Middle Java, with case registration number of 064/G/2014/PTUN Semarang.
Berkenaan dengan gugatan tata usaha negara tersebut, Perseroan selaku pihak yang berkepentingan telah secara resmi masuk ke dalam para pihak sebagai Tergugat II Intervensi.
In regards of the above matters, the Company as the interest party, has officialy become the Intervenor Second Defendant.
Sampai dengan tanggal penyelesaian laporan konsolidasian ini, gugatan tata usaha negara atas Izin Lingkungan Pendirian Pabrik Semen di Rembang milik Perseroan masih dalam tahap persidangan di PTUN Semarang.
Until the issuance date of the consolidated financial statements, the state administration lawsuit in relation to the Environmental License on The Establishment of Cement Factory in Rembang owned by the Company is still being processed in the PTUN Semarang. c. Pada tahun 1954, Perseroan membeli
tanah seluas 2.876 ha di Desa Sidorukun Kecamatan Gresik Kab. Gresik kepada H. Mardjuki. Pada tahun 1977, H. Yusuf sebagai ahli waris H Mardjuki menjual tanah tersebut seluas 2.500 m2 kepada H. Ashari. Pada tahun 1978 H. Yusuf menggugat Perseroan sampai ditingkat Peninjauan Kembali (PK) di Mahkamah Agung (PK) yang dimenangkan oleh Perseroan, namun tanah tersebut masih dikuasai oleh H. Yusuf.
c. In 1954, the Company acquired land of 2,876 ha, in Desa Sidorukun, Kecamatan Gresik Kab. Gresik of H. Mardjuki. In 1977 H. Yusuf as an heir of H. Mardjuki sold a parcel of the land of 2,500 m2 to H. Ashari. In 1978, H. Yusuf filed a lawsuit against the Company to the level of Judicial Review (PK) in the Supreme Court, which was won by the Company, but the land is still occupied by H. Yusuf.
Berdasarkan Surat dari Mahkamah Agung No. KMA/738/VIII/1994 tanggal 6 Agustus 1994 pada tanggal 24 April 1995 dilaksanakan eksekusi atas tanah sengketa tetapi gagal karena H. Ashari akan mengosongkan secara sukarela sampai dengan tanggal 18 Agustus 1995.
Based on the letter from the Supreme Court No. KMA/738/VIII/1994 dated August 6, 1994, on April 24, 1995 the execution of the disputed land was carried out but failed as H. Ashari requested to voluntarily vacate the land until August 18,
1995.
Berdasarkan penetapan perkara
No. 17/Pdt.G/1984/PN.Gs. tanggal 1 Pebruari 1996 telah dilaksanakan
eksekusi secara sukarela untuk tanah yang dikuasai H. Yusuf dan Husen serta menunda pelaksanaan eksekusi terhadap tanah yang dikuasai H. Ashari.
Based on the decision of case
No. 17/Pdt.G/1984/PN.Gs. dated
February 1, 1996, the voluntarily vacate of the land has been carried out by H. Yusuf and Husen but postponed the execution of the land held by H. Ashari.
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PT SEMEN INDONESIA (PERSERO) Tbk DAN ENTITAS ANAK
CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN
UNTUK TAHUN-TAHUN YANG BERAKHIR 31 DESEMBER 2014 DAN 2013
(Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) (Lanjutan)
PT SEMEN INDONESIA (PERSERO) Tbk AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (Expressed in thousands of Rupiah, unless otherwise stated) (Continued)
- 148
-Pada tanggal 13 Pebruari 2013, Perseroan
telah menerima pernyataan banding dari Sunarto dkk.
On February 13, 2013, the Company received application of appeal from Sunarto dkk.
Pada tanggal 5 Juli 2013 Sunarto dkk. telah mengajukan berkas perkara banding Nomor : W.14.U29/1271/Pdt.01.01/VII/2013 ke PT Surabaya. Sampai dengan tanggal penerbitan laporan keuangan konsolidasian ini, pengajuan banding oleh Sunarto dkk. masih dalam proses dan PT Surabaya belum menerbitkan keputusan atas banding dari Sunarto dkk.
On July 5, 2013, Sunarto dkk has filed appeal Number : W.14.U29/1271/Pdt.01.01/
vii /2013 to PT Surabaya. Until the issuance date of the consolidated financial statements, filing by Sunarto dkk appeal is still in process and PT Surabaya has not yet issued a decision on the appeal from Sunarto dkk.
e. Pada tanggal 27 September 2012
Perseroan, sebagai Penggugat, mengajukan gugatan hukum terhadap PT Trimarta Nusaperdana (“Trimarta”) di Pengadilan Negeri Bekasi (“PN Bekasi”).
e. On September 27, 2012, the Company, as
a plaintiff, has filed a lawsuit against PT Trimarta Nusaperdana (“Trimarta”) to the District Court of Bekasi (PN Bekasi). Perseroan menggugat Trimarta telah
mendirikan bangunan berupa gedung futsal (indoor futsal) di atas tanah milik Perseroan seluas 3.167 m2. Tanah tersebut merupakan bagian dari Sertifikat Hak Guna Bangunan No. 2249.
The Company claimed that Trimarta has built a 3.167 m2 indoor football building on the Company’s land. This land is a part of the Company land based on the Company’s landrights certificate No. 2249.
Pada tanggal 4 Maret 2013, PN Bekasi telah mengeluarkan putusan No.329/PDT.G/2012/PN.Bks, yang pada intinya memenangkan Perseroan. Terhadap putusan tersebut PT Trimarta tidak mengajukan banding, dengan demikian, keputusan PN Bekasi telah mempunyai kekuatan hukum tetap (inkracht). Selanjutnya Perseroan telah mengajukan eksekusi ke PN Bekasi dan akan dikoordinasikan dengan PN Gresik dan PT Surabaya.
On March 4, 2013, PN Bekasi has issued a ruling No.329/PDT.G/2012/PN.Bks, which is essentially in favor of the Company. Against the ruling of PN Bekasi, PT Trimarta did not file an appeal, thus, the decision of PN Bekasi has absolute legal force (in kracht). The Company has subsequently proposed execution to PN Bekasi and which will be coordinated with PN Gresik and PT Surabaya.
f. Pada tanggal 11 November 2013, Suhartini
mengajukan gugatan hukum terhadap Koperasi Warga Semen Gresik (“KWSG”) sebagai Tergugat dan Perseroan (sebagai Turut Tergugat) di Pengadilan Negeri Yogyakarta (“PN YK “).
f. On November 11, 2013, Suhartini as a
Plaintiff has filed a lawsuit against Koperasi Warga Semen Gresik (“KWSG”) as Defendant and to the Company as Defendant II to the District Court of Yogyakarta.
Inti dari gugatan tersebut adalah gugatan material sebesar Rp674.230.980 dari Suhartini kepada KWSG karena Suhartini menganggap bahwa KWSG telah ingkar janji dengan tidak membayarkan ongkos kirim semen yang telah dibeli oleh Suhartini dari KWSG.
The main reason of the lawsuit was a material claim amounting to Rp674.230.980 from Suhartini to KWSG from a negligence action due to lack of transportation cost that was not paid by KWSG for cements product bought by Suhartini from KWSG.
Berkenaan dengan gugatan yang diajukan oleh Suhartini tersebut, Perseroan berpendapat bahwa Perseroan tidak memiliki hubungan hukum apapun dengan Suhartini. Dengan demikian gugatan Suhartini adalah tidak beralasan.
In relation to those Suhartini’s claim, the Company hereby clarify that the Company doesn’t have any legal binding agreement with Suhartini. And for that reason, Suhartini lawsuit is unwarranted.
(3)
Pada tanggal 23 April 2014, PN YK telah mengeluarkan Putusan Sela terhadap gugatan Suhartini, pada intinya menolak gugatan Suhartini dengan pertimbangan Kompetensi Relatif bahwa PN YK tidak berwenang untuk memutus gugatan yang diajukan oleh Suhartini.
On April 23, 2014, PN YK has issued Interlocutory Decision against Suhartini, which in essence rejected the lawsuit Suhartini considering that the PN YK Relative Competence is not authorized to decide lawsuit filed by Suhartini.
Sampai dengan tanggal penyelesaian laporan keuangan konsolidasian ini, Perseroan secara resmi belum mendapatkan salinan lengkap atas Putusan Sela PN YK tersebut.
Up to completion date of these consolidated financial statements, The Company has not yet officially obtained a full copy of the Interlocutory Decision of PN YK.
Grup tidak membentuk penyisihan atas tuntutan-tuntutan hukum di atas, karena Grup
berkeyakinan bahwa hasil akhir dari tuntutan
-tuntutan hukum tersebut tidak akan berdampak signifikan terhadap posisi keuangan konsolidasian Grup.
The Group has not recognized any liability in relation to the above mentioned lawsuits, as the Group believes that the final outcome of the other lawsuits will not have a significant impact on the Group’s consolidated financial position.
49. TRANSAKSI NONKAS 49. NON-CASH TRANSACTIONS
Transaksi investasi dan pendanaan nonkas
Perseroan adalah sebagai berikut: Nonfollow: -cash investing and financing transactions as
2014 2013
Utang bunga yang dikapitalisasi 48.708.665 129.127.868 Unpaid interest capitalized
Perolehan aset tetap melalui Acquisition of fixed assets sewa pembiayaan 79.852.524 54.433.058 through finance lease
Kapitalisasi estimasi biaya Capitalization of the estimated pembongkaran aset tetap 2.226.615 7.805.128 cost of dismantling of fixed assets
Reklasifikasi uang muka Reclassification of advances
pabrik baru 41.408.540 51.825.791 for construction of new plant
Jumlah 172.196.344 243.191.845 Total
50. PERISTIWA SETELAH PERIODE PELAPORAN 50. EVENTS AFTER THE REPORTING PERIOD
1. Pada tanggal 23 Januari 2015 bertempat di
Jakarta, telah diselenggarakan RUPSLB yang antara lain memutuskan:
1. On January 23, 2015, was convened
AGMSLB in Jakarta to decide among others: a. memberhentikan dengan hormat:
Dwi Soetjipto sebagai Direktur Utama. a. to honorably dismiss: Dwi Soetjipto as President Director. b. mengangkat:
Suparni sebagai Direktur Utama; Rizkan Chandra sebagai Direktur.
b. to appoint:
Suparni as President Director; Rizkan Chandra sebagai Director. 2. Penggantian Audit Internal Perseroan 2. Changes in Company’s Internal Audit
Pada tanggal 1 Januari 2015, Direksi Perseroan mengangkat Ginarko Isnubroto sebagai Kepala Audit Internal menggantikan Satriyo yang telah memasuki masa pensiun tanggal 1 Desember 2014.
On January 1, 2015 The Company’s Board of Directors appointed Ginarko Isnubroto as the Head of Internal Audit to replace Satriyo that has been retired as of December 1, 2014.
(4)
Assuring the Move Into Next Level Business Development Report
Management Reports Company Information Information For Investors Operational Review
PT SEMEN INDONESIA (PERSERO) Tbk DAN ENTITAS ANAK
CATATAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN
UNTUK TAHUN-TAHUN YANG BERAKHIR 31 DESEMBER 2014 DAN 2013
(Disajikan dalam ribuan Rupiah, kecuali dinyatakan lain) (Lanjutan)
PT SEMEN INDONESIA (PERSERO) Tbk AND ITS SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS FOR THE YEARS ENDED DECEMBER 31, 2014 AND 2013 (Expressed in thousands of Rupiah, unless otherwise stated) (Continued)
- 150 -51. TANGGUNG JAWAB MANAJEMEN DAN
PERSETUJUAN ATAS LAPORAN KEUANGAN KONSOLIDASIAN
51. MANAGEMENT RESPONSIBILITY AND APPROVAL OF CONSOLIDATED FINANCIAL STATEMENTS
Penyusunan dan penyajian wajar laporan keuangan konsolidasian dari halaman 3 sampai 151 merupakan tanggung jawab manajemen, dan
telah disetujui oleh Direktur untuk diterbitkan pada tanggal 13 Pebruari 2015.
The preparation and fair presentation of the consolidated financial statements on pages 3 to
151 were the responsibilities of the management,
and were approved by the Directors and authorized for issue on February13, 2015.
(5)
Subsidiaries Domicile business 2014 2013 operations 2014 2013
PT Semen Padang (“SP”) Indarung, Produsen semen/ 99,99% 99,99% 1913 5.884.803.713 5.083.672.567 Sumatera Barat/ Cement manufacturing
West Sumatera
PT Sepatim Batamtama Batam, Riau Pengantongan semen 97,00% 97,00% 1994 22.352.295 25.493.409
(“SB”) 85% saham dan distribusi/Cement
dimiliki SP/85% shares packing and distribution owned by SP
PT Bima Sepaja Abadi Tanjung Priok, Pengantongan semen 80,00% 80,00% 1996 193.795.883 155.399.972
(”BSA”) 80% saham Jakarta dan distribusi/Cement dimiliki SP/80% shares packing and distribution owned by SP
PT Semen Tonasa (“ST”) Pangkep, Produsen semen/ 99,99% 99,99% 1968 8.241.179.491 8.125.325.232 Sulawesi Selatan/ Cement manufacturing
South Sulawesi
PT Semen Gresik (“SG”) Gresik, Produksi semen/ 99,23% - - 574.268.992 -Jawa Timur/ Cement manufacturing
East Java
PT United Tractors Semen Tuban, Penambangan 55,00% 55,00% 1992 263.197.834 309.361.580
Gresik (“UTSG”) Jawa Timur/ batu kapur dan tanah liat/ East Java Limestone and clay mining
PT Industri Kemasan Tuban, Produsen kantong semen/ 60,00% 60,00% 1994 228.436.937 197.376.541
Semen Gresik (“IKSG”) Jawa Timur/ Cement bag manufacturing East Java
PT Kawasan Industri Gresik, Pengembangan kawasan 65,00% 65,00% 1991 360.888.880 344.616.767
Gresik (“KIG”) Jawa Timur/ industri/Industrial real
East Java estate
PT SGG Energi Prima (”SEP”) Gresik, Pertambangan, perdagangan 97,00% 97,00% 2012 32.971.868 25.697.769 Jawa Timur/ dan pengangkutan Batubara/
East Java Mining, trade and coal transportations
PT SGG Prima Beton (”SPB”) Gresik, Produksi beton siap pakai/ 99,99% 99,99% 2012 362.163.234 200.964.584 Jawa Timur/ Ready mix concrete
East Java
PT Krakatau Semen Cilegon, Produksi semen/ 50,00% - 2014 71.318.258 -Indonesia ("KSI") Jawa Barat/ Cement manufacturing
West Java
PT Sinergi Informatika Jakarta Selatan, Sistem Informasi/ 100,00% - 2014 19.123.811 -Semen Indonesia ("SISI") DKI Jakarta Information system
Thang Long Cement Joint Hanoi, Produksi semen/ 70,00% 70,00% 2008 3.085.208.041 3.146.984.474 *)
Stock Company (”TLCC”) Vietnam Cement manufacturing
Thang Long Cement Joint Hanoi, Produksi semen/ 69,36% 69,36% - 36.995.543 35.035.512 *) Stock Company 2 Vietnam Cement manufacturing
(”TLCC2”) 99,08% saham
dimiliki TLCC/99.08% shares owned by TLCC
An Phu Cement Joint Hanoi, Produksi semen/ 69,93% 69,93% - 53.266.400 52.016.267 *)
Stock Company (”APCC”) Vietnam Cement manufacturing
99,90% saham
dimiliki TLCC/99.90% shares owned by TLCC
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Head Office
Main Building SI Jl. Veteran Gresik 61122 East Java, Indonesia P. + 62-31-398-1732 F. + 62-31-398-3209 E. info@semenindonesia.com
Jakarta Office
The East Tower lantai 18
Jl. Dr. Ide Anak Agung Gde Agung Kav. E.3.2 No.1 Jakarta-12950 P. + 62-21-5261174-5 F. + 62-21-5261176