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Corporate Governance

ASEAN CORPORATE GOVERNANCE SCORECARD (ACGS) QUESTIONNAIRE

As one of among 100 public listed companies in Indonesia Stock Exchange with the largest market capitalization in Indonesia, PT ABM Investama Tbk has been involved in the compliance assessment on good corporate governance with other public listed company in south east Asia region, namely the ASEAN Corporate Governance Scorecard (ACGS), which conducted by the Institute for Corporate Directorship (IICD) since 2012. Since then, ABM has received the following rewards:

  • 20 Best Public Listed Company in 2012
  • The Best Board Responsibilities Scoring in 2013 and 20 Best Public Listed Company in 2013
  • 30 Best Public Listed Company in 2014

In order to maintain and improve our corporate governance, ABM has prepared a cross references to ACGS to facilitate the acquisition of data as attached (presented in English).

 

PART A: RIGHTS OF SHAREHOLDERS

A.1 Basic Shareholders Rights Referrence in Website
   
A.1.1 Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? Please refer to Shareholders Information
   
A.2 Right to participate in decisions concerning fundamental corporate changes  
   
  Do shareholders have the right to participate in:  
A.2.1 Amendments to the company's constitution? Please refer to Article of Association (AoA)
A.2.2 The authorisation of additional shares? Please refer to AoA
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? Please refer to AoA
   
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings  
   
A.3.1 Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? Please refer to the recent Annual General Meeting of Shareholders (AGMS)
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? Please refer to Shareholder Information
A.3.3 Does the company allow shareholders to elect directors/commissioners individually? Please refer to the recent AGMS Result
A.3.4 Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds? Please refer to the recent AGMS Result
A.3.5 Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? Please refer to the recent AGMS Result
A.3.6 Do the minutes of the most recent AGM record questions and answers? Please refer to the recent Minutes of AGMS
A.3.7 Does the disclosure of the outcome of the most recent AGM include resolution(s)? Please refer to the recent Minutes of AGMS
A.3.8 Does the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM? Please refer to the recent Minutes of AGMS
A.3.9 Does the company disclose the list of board members who attended the most recent AGM? Please refer to the recent Minutes of AGMS
A.3.10 Did the chairman of the board of directors/commissioners attend the most recent AGM? Please refer to the recent Minutes of AGMS
A.3.11 Did the CEO/Managing Director/President attend the most recent AGM? Please refer to the recent Minutes of AGMS
A.3.12 Did the chairman of the Audit Committee attend the most recent AGM? Please refer to the recent Minutes of AGMS
A.3.13 Did the company organise their most recent AGM in an easy to reach location? Please refer to the recent AGMS Result
A.3.14 Does the company allow for voting in absentia? Please refer to the recent Meeting Regulation of AGMS
A.3.15 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? Please refer to the recent Meeting Regulation of AGMS
A.3.16 Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? Please refer to the recent AGMS Result
A.3.17 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? Please refer to the recent Announcement of AGMS
A.3.18 Do companies provide at least 21 days notice for all resolutions? Please refer to the recent Announcement of AGMS
A.3.19 Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? Please refer to the recent Announcement of AGMS
   
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner  
   
A.4.1 In cases of mergers, acquisitions and/or takeovers requiring shareholders’ approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? Please refer to Shareholders Information
   
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated  
   
A.5.1 Does the Company publicly disclose policy/practice to encourage shareholders including institutional shareholders to attend the general meetings or engagement with the Company? Please refer to Code of Ethic and Conduct (COEC)

 

PART B: EQUITABLE TREATMENT OF SHAREHOLDERS

B.1 Shares and Voting Rights Referrence in Website
   
B.1.1 Do the company's ordinary or common shares have one vote for one share? Please refer to AoA
B.1.2 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? Please refer to AoA
   
B.2 Notice of AGM  
   
B.2.1 Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? Please refer to the recent of AGMS Result
B.2.2 Is the company’s notice of the most recent AGM/circulars fully translated into English and published on the same date as the local- language version? Please refer to the recent AGMS Result
   
  Does the notice of AGM/circulars have the following details:  
B.2.3 Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? Please refer to the recent Notice of AGMS
B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? Please refer to the recent Notice of AGMS
B.2.5 Has an explanation of the dividend policy been provided? Please refer to the recent Notice of AGMS
B.2.6 Is the amount payable for final dividends disclosed? Please refer to the recent Notice of AGMS
B.2.7 Were the proxy documents made easily available? Please refer to the recent Notice of AGMS
   
B.3 Insider trading and abusive self-dealing should be prohibited  
   
B.3.1 Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? Please refer to the COEC
B.3.2 Are the directors / commissioners required to report their dealings in company shares within 3 business days? Please refer to the COEC
   
B.4 Related party transactions by directors and key executives  
   
B.4.1 Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest? Please refer to COEC
B.4.2 Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? Please refer to COEC
B.4.3 Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? Please refer to COEC
B.4.4 Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? Please refer to COEC
   
B.5 Protecting minority shareholders from abusive actions  
   
B.5.1 Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? Please refer to COEC
B.5.2 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? Please refer to COEC

 

PART C: ROLE OF STAKEHOLDERS

C.1 The rights of stakeholders that are established by law or by mutual agreement are to be respected Referrence in Website
   
  Does the company disclose a policy that:  
C.1.1 Stipulates the existence and scope of the company's efforts to address customers' welfare? Please refer to WBS Policy
C.1.2 Explains supplier/contractor selection practice? Please refer to COEC
C.1.3 Describes the company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? Please refer to the recent Annual Report
C.1.4 Elaborates the company's efforts to interact with the communities in which they operate? Please refer to the recent Annual Report and CSR
C.1.5 Describe the company's anti-corruption programmes and procedures? Please refer to WBS Policy
C.1.6 Describes how creditors' rights are safeguarded? Please refer to COEC
   
  Does the company disclose the activities that it has undertaken to implement the above mentioned policies?  
C.1.7 Customer health and safety Please refer to the recent Annual Report
C.1.8 Supplier/Contractor selection and criteria Please refer to the recent Annual Report
C.1.9 Environmentally-friendly value chain Please refer to the recent Annual Report and CSR
C.1.10 Interaction with the communities Please refer to the recent Annual Report and CSR
C.1.11 Anti-corruption programmes and procedures Please refer to COEC and WBS Policy
C.1.12 Creditors' rights Please refer to COEC
C.1.13 Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? Please refer to the recent Annual Report
   
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights  
   
C.2.1 Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? Please refer to the recent Annual Report and Contact
   
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop  
   
C.3.1 Does the company explicitly disclose the health, safety, and welfare policy for its employees? Please refer to the recent Annual Report
C.3.2 Does the company publish relevant information relating to health, safety and welfare of its employees? Please refer to the recent Annual Report
C.3.3 Does the company have training and development programmes for its employees? Please refer to the recent Annual Report
C.3.4 Does the company publish relevant information on training and development programmes for its employees? Please refer to the recent Annual Report
C.3.5 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? Please refer to the recent Annual Report
   
C.4 Stakeholders including individual employee and their representative bodies should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this  
   
C.4.1 Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behaviour? Please refer to COEC and WBS Policy
C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? Please refer to WBS Policy

 

PART D: DISCLOSURE AND TRANSPARENCY

D.1 Transparent ownership structure Referrence in Website
   
D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? Please refer to the recent Annual Report
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Please refer to the recent Annual Report
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Please refer to the recent Annual Report
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? Please refer to the recent Annual Report
D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? Please refer to the recent Annual Report
   
D.2 Quality of Annual Report  
   
  Does the company's annual report disclose the following items:  
D.2.1 Key risks Please refer to the recent Annual Report
D.2.2 Corporate objectives Please refer to the recent Annual Report
D.2.3 Financial performance indicators Please refer to the recent Annual Report
D.2.4 Non-financial performance indicators Please refer to the recent Annual Report
D.2.5 Dividend policy Please refer to the recent Annual Report
D.2.6 Details of whistle-blowing policy Please refer to the recent Annual Report
D.2.7 Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners Please refer to the recent Annual Report
D.2.8 Training and/or continuing education programme attended by each director/commissioner Please refer to the recent Annual Report
D.2.9 Number of board of directors/commissioners meetings held during the year Please refer to the recent Annual Report
D.2.10 Attendance details of each director/commissioner in respect of meetings held Please refer to the recent Annual Report
D.2.11 Details of remuneration of each member of the board of directors/commissioners Please refer to the recent Annual Report
   
  Corporate Governance Confirmation Statement  
D.2.12 Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? Please refer to the recent Annual Report
   
D.3 Disclosure of related party transactions (RPT)  
   
D.3.1 Does the company disclose its policy covering the review and approval of material/significant RPTs? Please refer to the recent Financial Report
D.3.2 Does the company disclose the name of the related party and relationship for each material/significant RPT? Please refer to the recent Financial Report
D.3.3 Does the company disclose the nature and value for each material/significant RPT? Please refer to the recent Financial Report
   
D.4 Directors and commissioners dealings in shares of the company  
   
D.4.1 Does the company disclose trading in the company's shares by insiders? Please refer to the recent Annual Report
   
D.5 External auditor and Auditor Report  
   
D.5.1 Does the company disclose trading in the company's shares by insiders? Please refer to the recent Annual Report
   
  Where the same audit firm is engaged for both audit and non-audit services  
D.5.2 Are the non-audit fees disclosed? Please refer to the recent Annual Report
D.5.3 Does the non-audit fee exceed the audit fees? Please refer to the recent Annual Report
   
D.6 Medium of communications  
   
  Does the company use the following modes of communication?  
   
D.6.1 Quarterly reporting Please refer to the recent Annual Report and Company Presentation
D.6.2 Company website Please refer to the recent Annual Report and Contact
D.6.3 Analyst's briefing Please refer to the recent Annual Report and Company Presentation
D.6.4 Media briefings /press conferences Please refer to the recent Annual Report and Disclosures
   
D.7 Timely filing/release of annual/financial reports  
   
D.7.1 Are the audited annual financial report / statement released within 120 days from the financial year end? Please refer to the recent Annual Report and Financial Report
D.7.2 Is the annual report released within 120 days from the financial year end? Please refer to the recent Annual Report and Financial Report
D.7.3 Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? Please refer to the recent Annual Report and Financial Report
   
D.8 Company website  
   
  Does the company have a website disclosing up-to-date information on the following:  
   
D.8.1 Business operations Please refer to the recent Annual Report and Investor Relations
D.8.2 Financial statements/reports (current and prior years) Please refer to the recent Annual Report and Financial Reports
D.8.3 Materials provided in briefings to analysts and media Please refer to the recent Annual Report and Company Presentations
D.8.4 Shareholding structure Please refer to the recent Annual Report and Corporate Structure
D.8.5 Group corporate structure Please refer to the recent Annual Report and Corporate Structure
D.8.6 Downloadable annual report Please refer to the recent Annual Report
D.8.7 Notice of AGM and/or EGM Please refer to the recent Notice of AGM
D.8.8 Minutes of AGM and/or EGM Please refer to the recent AGM Result
D.8.9 Company's constitution (company's by-laws, memorandum and articles of association) Please refer to AoA
   
D.9 Investor relations  
   
D.9.1 Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? Please refer to Contact

 

PART E: RESPONSIBILITIES OF THE BOARD

E.1 Board Duties and Responsibilities Referrence in Website
   
  Clearly defined board responsibilities and corporate governance policies  
E.1.1 Does the company disclose its corporate governance policy / board charter? Please refer to Board Manual
E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed? Please refer to Board Manual
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated? Please refer to Board Manual
   
  Corporate Vision/Mission  
E.1.4 Does the company have a vision and mission statement? Please refer to About Us Page
E.1.5 Has the board review the vision and mission/strategy in the last financial year? Please refer to the recent Annual Report
E.1.6 Does the board of directors monitor/oversee the implementation of the corporate strategy? Please refer to the recent Annual Report
   
E.2 Board structure  
   
  Code of Ethics or Conduct  
E.2.1 Are the details of the code of ethics or conduct disclosed? Please refer to COEC
E.2.2 Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code? Please refer to COEC
E.2.3 Does the company disclose how it implements and monitors compliance with the code of ethics or conduct? Please refer to COEC and Shareholders Information
   
  Board Structure & Composition  
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners ? Please refer to Shareholders Information
E.2.5 Are the independent directors/commissioners independent of management and major/ substantial shareholders? Please refer to Shareholders Information
E.2.6 Does the company have a term limit of nine years or less for its independent directors/commissioners? Please refer to Board Manual
E.2.7 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? Please refer to Board Manual
E.2.8 Does the company have any independent directors/commissioners who serve on a total of more than five boards of publicly-listed companies? Please refer to Board Manual
E.2.9 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? Please refer to Board Manual
   
  Nominating Committee  
E.2.10 Does the company have a Nominating Committee (NC)? Please refer to BOC Committees
E.2.11 Does the Nominating Committee comprise of a majority of independent directors/commissioners? Please refer to BOC Committees
E.2.12 Is the chairman of the Nominating Committee an independent director/commissioner? Please refer to COEC
E.2.13 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? Please refer to NRC Charter
E.2.14 Did the Nominating Committee meet at least twice during the year? Please refer to NRC Charter
E.2.15 Is the attendance of members at Nominating Committee meetings disclosed? Please refer to Shareholders Information
   
  Remuneration Committee/ Compensation Committee  
E.2.16 Does the company have a Remuneration Committee? Please refer to BOC Committees
E.2.17 Does the Remuneration Committee comprise of a majority of independent directors/commissioners? Please refer to BOC Committees
E.2.18 Is the chairman of the Remuneration Committee an independent director/commissioner? Please refer to Nomination & Remuneration Committee (NRC) Charter
E.2.19 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? Please refer to NRC Charter
E.2.20 Did the Remuneration Committee meet at least twice during the year? Please refer to NRC Charter
E.2.21 Is the attendance of members at Remuneration Committee meetings disclosed? Please refer to Board Meeting Attendance
   
  Audit Committee  
E.2.22 Does the company have an Audit Committee? Please refer to BOC Committees
E.2.23 Does the Audit Committee comprise entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? Please refer to BOC Commitees
E.2.24 Is the chairman of the Audit Committee an independent director/commissioner? Please refer to Audit Committee (AC) Charter
E.2.25 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? Please refer to AC Charter
E.2.26 Does the Annual Report disclose the profile or qualifications of the Audit Committee members? Please refer to AC Charter
E.2.27 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? Please refer to Independent Commisioner Profile
E.2.28 Did the Audit Committee meet at least four times during the year? Please refer to AC Charter
E.2.29 Is the attendance of members at Audit Committee meetings disclosed? Please refer to Board Meeting Attendance
E.2.30 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? Please refer to AC charter
   
E.3 Board Processes Referrence in Website
   
  Board meetings and attendance  
E.3.1 Are the board of directors meeting scheduled before the start of financial year? Please refer to Board meeting Attendance
E.3.2 Does the board of directors/commissioners meet at least six times during the year? Please refer to Annual Report and Board meeting Attendance
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? Please refer to Annual Report and Board meeting Attendance
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? Please refer to Board Manual
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? Please refer to Board Meeting Attendance
   
  Access to information  
E.3.6 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? Please refer to Board Manual
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? Please refer to Board Manual
E.3.8 Does the company have any independent directors/commissioners who serve on a total of more than five boards of publicly-listed companies? Please refer to Corporate Secretary Profile
   
  Board Appointments and Re-Election  
E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners ? Please refer to Board Manual
E.3.10 Does the company disclose the process followed in appointing new directors/commissioners ? Please refer to Board Manual and the latest AGMS Result
E.3.11 Are all the directors/commissioners subject to re-election at least once every three years? Please refer to AoA and Board Manual
   
  Remuneration Matters  
E.3.12 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO ? Please refer to the recent Annual Report
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners ? Please refer to the recent Annual Report
E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? Please refer to the recent AGMS Result
E.3.15 Do independent non-executive directors/commissioners receive options, performance shares or bonuses? Please refer to AoA and Board Manual
   
  Internal Audit  
E.3.16 Does the company have a separate internal audit function? Yes, please refer to Internal Audit (IA)
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Yes, please refer to IA
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Yes, please refer to IA Charter
   
  Risk Oversight  
E.3.19 Does the company disclose the internal control procedures/risk management systems it has in place? Please refer to IA
E.3.20 Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? Please refer to the recent Annual Report
E.3.21 Does the company disclose how key risks are managed? Please refer to the recent Annual Report
E.3.22 Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? Please refer to the recent Annual Report
   
E.4 People on the Board  
   
  Board Chairman  
E.4.1 Do different persons assume the roles of chairman and CEO ? Please refer to Management Team
E.4.2 Is the chairman an independent director/commissioner ? Please refer to Management Team
E.4.3 Has the chairman been the company CEO in the last three years? Please refer to President Director Profile
E.4.4 Are the role and responsibilities of the chairman disclosed? Please refer to Board Manual
   
  Skills and Competencies  
E.4.5 Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? Please refer to Management Team
E.4.6 Does the company disclose a board of directors/commissioners diversity policy? Please refer to Board Manual
   
E.5 Board Performance  
   
  Directors Development  
E.5.1 Does the company have orientation programmes for new directors/commissioners? Please refer to Board Manual
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? Please refer to Board Manual
   
  CEO/Executive Management Appointments and Performance  
E.5.3 Does the company disclose how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management ? Please refer to Board Manual
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President ? Please refer to the recent Annual Report
   
  Board Appraisal  
E.5.5 Is an annual performance assessment conducted of the board of directors/commissioners ? Please refer to the recent AGMS Result
E.5.6 Does the company disclose the process followed in conducting the board assessment? Please refer to Board Manual
E.5.7 Does the company disclose the criteria used in the board assessment? Please refer to Board Manual
   
  Director Appraisal  
E.5.8 Is an annual performance assessment conducted of individual director/commissioner ? Please refer to the recent AGMS Result
E.5.9 Does the company disclose the process followed in conducting the director/commissioner assessment? Please refer to Board Manual
E.5.10 Does the company disclose the criteria used in the director/commissioner assessment? Please refer to Board Manual
   
  Committee Appraisal  
E.5.11 Is an annual performance assessment conducted of the board of directors/commissioners committees? Please refer to Annual Report

 

LEVEL 2

BONUS

A.

Rights of Shareholders

 
A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.
A.1.1 (B) Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? Please refer to the recent Meeting Regulations of AGMS
   
B.

Equitable treat ment of shareholders

 
B.1 Notice of AGM
B.1.1 (B) Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? Please refer to the recent Notification of AGMS
   
C. Roles of Stakeholders Please refer to AoA
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected
C.1.1 (B) Does the company practice integrated report on its annual reports? Please refer to the recent Annual Report
   
D.

Disclosure and transparency

 
D.1 Quality of Annual Report
D.1.1 (B) Are the audited annual financial report /statement released within 60 days from the financial year end? Please refer to the recent Annual Report and Financial Report
D.1.2 (B) Does the company disclose details of remuneration of the CEO? Please refer to the recent Annual Report
   
E.

Responsibilities of the Board

 
E.1 Board Competencies and Diversity
E.1.1 (B) Does the company have at least one female independent director/commissioner? Please refer to Management Team

E.2

Nominating Committee  
E.2.1 (B) Does the Nominating Committee comprise entirely of independent directors/commissioners? Please refer to BOC Committeess

E.3

Nominating Committee  
E.2.1 (B) Does the Nominating Committee comprise entirely of independent directors/commissioners? Please refer to BOC Committeess

E.4

Nominating Committee  
E.2.1 (B) Does the Nominating Committee comprise entirely of independent directors/commissioners? Please refer to BOC Committeess

E.5

Nominating Committee  
E.5.1 (B) Does the company have a separate level Risk Committee? Please refer to BOC Committees

PENALTY

Rights of Share holders

A  
A.1 Basic shareholder rights  
A.1.1 (P) Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders?  
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues co ncerning their basic shareholder rights as defined in the Principles, subject to exceptions to prev ent abuse.  
A.2.1 (P) s there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders?  
A.3 Right to partici pate effectively in and vote in general shareholders meeting and should be informed of the rul es, including voting procedures, that govern general shareholders meeting.  
A.3.1 (P) Did the company include any additional and unannounced agenda item into the notice of AGM/EGM?  

A.4


Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.

 
 

Did the company fail to disclose the existence of:

 
A.4.1 (P) Shareholders agreement?  
A.4.2 (P) Voting cap?  
A.4.3 (P) Multiple voting rights?  
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproporti onate to their equity ownership should be disclosed.  
A.5.1 (P) Is a pyramid ownership structure and/ or cross holding structure apparent?  
   
B.

Equitable treatment of shareholders

 
B.1 Insider trading and abusive self-dealing should be prohibited.  
B.1.1 (P) Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years?  
B.2 Protecting minority shareholders from abusive action  
B.2.1 (P)

Has there been any cases of non-compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years?

 
   
C.

Role of stakeholders

 
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.  
C.1.1 (P) Have there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/ commercial/competition or environmental issues?  
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.  
C.2.1 (P) Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events?  
   
D.

Disclosure and transparency

 
D.1 Sanctions from regulator on financial reports  
D.1.1 (P) Did the company receive a "qualified opinion" in its external audit report?  
D.1.2 (P) Did the company receive an "adverse opinion" in its external audit report?  
D.1.3 (P) Did the company receive a "disclaimer opinion" in its external audit report?  
D.1.4 (P) Has the company in the past year revised its financial statements for reasons other than changes in accounting policies?  
   
E.

Responsibilities of the Board

 
E.1

Compliance with listing rules, regulations and applicable laws

 
E.1.1 (P) Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules?  
E.1.2 (P) Have there been any instances where non- executive directors/commissioner have resigned and raised any issues of governance- related concerns?  
E.2

Board Appraisal

 
E.2.1 (P) Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (whichever is higher) in the same capacity?  
E.2.2 (P) Did the company fail to identify who are the independent director(s) / commissioner(s)?  
E.3

External Audit

 
E.3.1 (P) Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)?  
E.4

Board structure and composition

 
E.4.1 (P) Is any of the directors a former CEO of the company in the past 2 years?