Rights and Responsibilities of Shareholders at the General Meeting of Procedures for the Implementation of the Shareholders General Meeting
EGM Implementation in 2014 In 2014 held an EGM on December 19, 2014 with the following agendas and decisions:
Agenda Decision
Agenda 1 We hereby notify the Companys shareholders of the Company Persero PT Telekomunikasi Indonesia
Tbk., abbreviated Telkom subsequently called the Company, that the Extraordinary General Meeting of Shareholders or Meeting which was held on 19 December 2014 in Jakarta, with the sole agenda
of changes to the Companys Management, has approved and decided:
Meeting with majority vote, or 71.865 of the total votes, cast at the Meeting has approved the following:
1. Approves the resignation of Mr. Arief Yahya as the President Director of the Company who has served since October 27, 2014 with thanks for his contribution of service and thought given during
his tenure as a Director. 2. Dismiss with honor:
a. Mr. Ririek Adriansyah as Director; b. Mr. Rizkan Chandra as Director;
c. Mr. Sukardi Silalahi as Director d. Mr. Priyantono Rudito as Director;
e. Jusman Syafii Djamal as Commissioner
which became effective as of the close of the meeting with thanks for their contribution of service and thought given during their tenures.
3. a. To appoint: i. Mr. Alex J. Sinaga as the President Director;
ii. Mr. Heri Sunaryadi as Director; iii. Mr. Abdus Somad Arief as Director;
iv. Mr. Herdy Rosadi Harman as Director; v. Mr. Dian Rachmawan as Director;
vi. Mrs. Hendri Saparini as President; vii. Mr. Dolfie Othniel Fredric Palit as Commissioner
the tenure of Director, Director, Commissioner and the Commissioner effective from the close of the Meeting until the fifth Annual General Meeting since these appointments without prejudice in
relation to the right of the GMS to dismiss at any time. b. Change of position of Mr. Parikesit Suprapto from Commissioner to Independent Commissioner with
the term in office continuing from his previous remaining term.
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Agenda Decision
Thus the structure of the Members of Directors and Board of Commissioners at the cloe of the Meeting is as follow:
BOARD OF DIRECTORS: Mr. Alex J. Sinaga as the President Director;
Mr. Indra Utoyo as Director; Mr. Muhammad Awaluddin as Director;
Mr. Honesti Basyir as Director; Mr. Heri Sunaryadi as Director;
Mr. Abdus Somad Arief as Director; Mr. Herdy Rosadi Harman as Director;
Mr. Dian Rachmawan as Director.
BOARD OF COMMISSIONERS: Mrs. Hendri Saparini as President Commissioner;
Mr. Imam Apriyanto Putro as Commissioner; Mr. Hadiyanto as Commissioner;
Mr. Parikesit Suprapto as Independent Commissioner; Mr. Dolfie Othniel Fredric Palit as Commissioner
Mr. Johnny Swandi Sjam as Independent Commissioner; Mr. Virano G. Nasution as Independent Commissioner;
with tenures: DIRECTORS:
- Mr. Indra Utoyo; Mr. Muhammad Awaluddin; Mr. Honesti Basyir until the close of the Companys
Annual General Meeting to be held in 2017; -
Mr. Alex J. Sinaga; Mr. Heri Sunaryadi; Mr. Abdus Somad Arief; Mr. Herdy Rosadi Harman; Mr. Dian Rachmawan until the close of the Companys Annual General Meeting to be held in 2019.
BOARD OF COMMISSIONERS: -
Mr. Johnny Swandi Sjam until the close of the Companys Annual General Meeting to be held in 2015;
- Mr. Hadiyanto; Mr. Parikesit Suprapto; Mr. Virano G Nasution until the close of the Companys
Annual General Meeting to be held in 2017; -
Mr. Imam Apriyanto Putro; Mrs. Hendri Saparini; Mr. Dolfie Othniel Fredric Palit until the close of the Companys Annual General Meeting to be held in 2019.
4. Authorise the Board of Directors with the substitution right to restate the decision of the meeting unto the Notarial Deed and subsequently to notify the change of the Companys Board to the
Minister of Justice and Human Rights and to register the decision in the Register of Companies as well as to perform other necessary actions in accordance with the existing laws and regulations.
Controlling Shareholder Information The controlling shareholder of Telkom Indonesia is the government of Republic of Indonesia with a stake of 52.56,
while the remaining shares are owned by the public which amount to 47.44.
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FINANCIAL AND PERF
ORMANCE HIGHLIGHT
MANA GEMENT
REPOR T
PREF A
GENERAL INF
ORMA TION OF
TELK OM INDONE
SIA
MANA GEMENT’S DISCUSSION
AND ANAL Y
SIS
CORPORA TE GO
VERNANCE
SOCIAL AND ENVIRONMENT
AL
RE SPONSIBILITY
APPENDICE S
BOARD OF COMMISSIONERS
To improve the effectiveness of the implementation of Board of Commissioners’ duties and functions and to
ensure that the duties and functions of the Board of Commissioners is in line with the principles of good
corporate governance, the Board considers it necessary to publish the Charter of the Board of Commissioners.
Criteria and Provision of Board of Commissioners
The criteria for the Board of Commissioners is determined by Series A Shareholder, specifically for Independent
Commissioner which amounts to at least 30 of all the members of the Board Commissioners.
The Board of Commissioners Charter Board Manual
According to the Charter of the Board of Commissioners No.16KEPDK2013 on December 17, 2013, the Board
of Commissioners adopts the following code of conduct 1. The Board of Commissioners is an assembly and each
member of the Board of Commissioners is not permitted to act alone except if it is based on the
decision of the Board of Commissioners. 2. Appointment as a member of the Board of
Commissioners is open to any individual with Indonesian nationality who is legally competent,
except individual who has, within five 5 years prior to the appointment a been declared bankrupt, b
is a member of the board of directors or members of the Board of Commissioners, or supervisory board
who is found guilty for causing a company or public Company to be declared bankrupt, and c is convicted
of a criminal offense for causing financial losses to the country and or state-owned companies and
or the financial sector.
3. Members of the Board of Commissioners are appointed from Indonesian citizens who meet the requirements
in accordance with the legislation. The members of the Board of Commissioners and the relationship
between the members of the Board of Commissioners andthe members of the Board of Directors should
not be related by blood up to three degrees, either vertically or horizontally, or as a result of marriage
or by marriage.
4. The term of office of the members of the Board of Commissioners is for a period of five 5 years from
the date of his her appointment in an AGM until the close of the fifth AGM after their appointment.
5. The provisions concerning the term of office of the members of the Board of Commissioners does not
diminish the right of the AGMS to dismiss the members of the Board of Commissioners at any time before
his term ends. Termination can be done if the members of the Board of Commissioners, among others: a
can not perform their duties properly, b does not implement provisions of law or the Articles of
Association, or c engaged in acts detrimental to the Company or the State.
6. After the term of office expire, the member of the Board of Commissioners may be reappointed for
only a further term of office in an AGM. 7. Members of the Board of Commissioners may not
hold another position as: a members of the Board of Directors on the state and regional enterprises
and private enterprises, b other positions in accordance with the provisions of law, political party
officials and or candidates legislative and or candidates for regional head deputy head of the
region, and or c other positions that may give rise to a conflict of interest.
8. A member of the Board of Commissioners is entitled to resign by giving written notification of the intention
of the Company with a copy to the holders of Series A Dwiwarna, BOC and other members of the Board
of Directors no later than sixty 60 days before the date of his resignation. If the request does not specify
a resignation effective date of resignation and no decision on the resignation of the General Meeting,
the members of the Board of Commissioners is effectively stopped since the passage of the sixty
60 days from the date of receiving the letter of resignation.
9. Position of the Board of Commissioners shall terminate if: a the term of office expires, b resigns in accordance
with the provisions of the Articles of Association, c no longer meets the requirements of laws and
regulations, d died, and e dismissed by GMS.
Duties of the Board of Commissioners
1. Oversee the Company’s policies made by the Board of Directors and provide the Board of Directors with
advice on, among others, the Company’s development plan, the Company’s annual budget and work plan,
the implementation of the provisions of the Articles of Association of the Company and AGM decisions
and legislation with regard to the interests of the Company.
2. Performe duties, authorities and responsibilities in accordance with the Articles of Association of the
Company and AGM decision. 3. Research and review the Annual Report prepared by
the Board of Directors as well as sign the Annual Report.
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Authorities of Board of Commissioners
1. Give opinion and suggestion to AGM regarding periodic reports and other reports of the Board of Directors. 2. Oversee the implementation of the Company’s work plan and budget including the investment budget for the
previous financial year and submit the results of the assessment and opinion to the AGM. 3. Follow the Company’s development activities and in the event that the Company show withdrawal symptoms,
immediately ask the Board of Directors to announce to shareholders and provide advice on corrective measures that should be taken.
4. Provide opinion and suggestion to the AGM on any other issues deemed important to the management of the Company.
5. Propose to the AGM, through the Board of Directors, on the appointment of a public accounting firm to audit the Company’s Financial Statements, including the audit of internal control over financial reporting, according
to existing regulations from the capital market authority in which the Company’s shares are registered and or recorded.
6. Provide a report on the monitoring task has been carried out during the past financial year to the GMS. 7. Perform other supervisory duties which is prescribed in the AGM.
Board of Commissioners Composition and Term of Office
At the AGM held on April 4, 2014, shareholders approved the resignation of Gatot Trihargo from his position as commissioner which coincided with the end of this AGM. In the AGM, shareholders approved the appointment of
Imam Apriyanto Putro as Commissioner to replace Gatot Trihargo with the term of office commencing from the end of this AGM until the end of the fifth AGM to be held in 2019. Thus, the new composition of the Board of Commissioners
is as follow:
Board of Commissioners Position
Term of Office Since
Jusman Syafii Djamal President Commissioner
2011 Parikesit Suprapto
Commissioner 2012
Hadiyanto Commissioner
2012 Imam Apriyanto Putro
Commissioner 2014
Johnny Swandi Sjam Independen Commissioner
2011 Virano Gazi Nasution
Independent Commissioner 2012
The composition of the Board of Commissioners again experienced a change in accordance with the results of the EGM held on December 19, 2014. Thus, the composition of the Board of Commissioners is as follows:
Board of Commissioners Position
Term of Office Since Hendri Saparini
President Commissioner 2014
Dolfie Othniel Fredric Palit Commissioner
2014 Imam Apriyanto Putro
Commissioner 2014
Hadiyanto Commissioner
2012 Parikesit Suprapto
Independent Commissioner 2012
Johnny Swandi Sjam Independent Commissioner
2011 Virano Gazi Nasution
Independent Commissioner 2012
The brief profiles of the members of the Board of Commissioner are presented in the section General Information Telkom Indonesia - Indonesian Telkom Management - Board of Commissioners.
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FINANCIAL AND PERF
ORMANCE HIGHLIGHT
MANA GEMENT
REPOR T
PREF A
GENERAL INF
ORMA TION OF
TELK OM INDONE
SIA
MANA GEMENT’S DISCUSSION
AND ANAL Y
SIS
CORPORA TE GO
VERNANCE
SOCIAL AND ENVIRONMENT
AL
RE SPONSIBILITY
APPENDICE S