The GCG implementation at ABM is grounded upon the provisions in the Law No. 40/2007 on Limited Liability Companies, the General Guidelines for Good Corporate Governance in Indonesia issued by the National Committee of Governance Policy, regulations of the Financial Services Authority, and regulations of the Indonesia Stock Exchange.
ABM continuously reviews the best practices in business and apply them in an appropriate manner on its own business. The GCG soft structure consisting of GCG tools and policies at ABM are constantly enhanced and have their efficacy reviewed regularly, to ensure that GCG implementation in ABM can be conducted optimally. ABM had the following elements making up its GCG soft structure:
- GCG Charter
- Code of Ethics and Conduct
- Board Manual
- Internal Control System
- Enterprise Risk Management
- Article of Association
In order to improve performance and compliance with implementation of GCG principles, the Company established GCG Charter as the main reference for GCG implementation in the Company’s environment including stakeholders. GCG Charter was ratified based on Decision of Board of Directors No. 002/ABM-BOC-CIR/I/2013 dated January 31, 2013, jointly signed by Board of Directors and Board of Commissioners. GCG Charter is crystallization of GCG principles, the applicable laws and regulations, the Company’s values, vision, mission, the best governance practices and strategic directions of Board of Directors and Board of Commissioners related to corporate management principles as well as serves as an umbrella in preparing policies and other technical regulations in the Company. All regulations, decisions or policies issued by the Company should refer to GCG Charter as standards and basic foundation in preparation. GCG Charter implementation is also aimed to ensure that every policy in the Company is prepared with approaches that are directed to encourage management to be able to perform check and balance in every business process at every level or management function based on GCG principles. GCG Charter will continue to be reviewed periodically to adapt to development and internal and external issues as the Company’s efforts to achieve the best performance standards.
Code of Ethic and Conduct
Since October 21, 2011 the Company has imposed Code of Ethics and Conduct (“COEC”) as one of the Company’s commitments to GCG implementation. This guideline contains compiled commitments consisting of ABM Investama’s business ethics and work ethics of ABM Investama’s members which were prepared in accordance with the Company’s core values and leadership qualities to influence, shape, organize and transform behaviors in order to achieve consistent and conformed output to corporate culture in achieving the Company’s vision and mission. COEC is applied to ABM Investama’s members, which cover all ABM Investama’s employees, Board of Directors and Board of Commissioners and to be also implemented by all ABM’s stakeholders. All ABM Investama’s members are required to sign and renew their personal commitments on an annual basis.On January 31, 2013, Board of Commissioners and Board of Directors of PT ABM Investama Tbk signed and imposed an updated COEC, as a replacement and refinement of the prior COEC after being conformed to development of current conditions.
ABM Implementation and Monitoring COEC Compliance
- ABM Code of Ethics and Conduct is applies to and must be obey by all ABM Member (Commissioners, Directors, Employees). ABM ensure compliances of COEC by ABM Member by performing annual GCG Assessment and annual refreshement focusing in core values, GCG softstructure and achievement.
Besides stipulated in the Company’s Articles of Association, duties and authorities of Board of Commissioners and Board of Directors are affirmed and detailed in Board Manual which governs specific GCG practices for Board of Commissioners and Board of Directors. Boards Manual contains agreement between Board of Directors and Board of Commissioners regarding duties, authorities and responsibilities of each organ of the Company to improve quality and effectiveness of work relationship among the Company’s organs, apply GCG principles, build independence in decision making and perform their respective duties and responsibilities in accordance with expectations of shareholders and other stakeholders.Boards Manual was stipulated based on Decision of Board of Commissioners and Board of Directors of PT ABM Investama Tbk No. 004/ABM-BOC BOD/XII/2011 at the end of 2011.
Enterprise Risk Management
The Company is committed to managing risks in a comprehensive and integrated way to protect and enhance values for all stakeholders. This has been launched since the beginning even before ABM Investama was established by TMT Group. In 2007, TMT formed Risk Management Committee to begin the process of risk management implementation. In 2010 Enterprise Risk Management (ERM) to manage the enterprise wide risks was instigated with evaluation and socialization until in 2011, ABM Investama’s Risk Management Committee was formed.
Board of Directors is primarily responsible for comprehensively managing risks related to ABM Investama operations. To that end, Board of Directors established Risk Management Policy which is applied at all levels of the Company. Risk Management Policy consists of implementation framework and risk registration management guide as reference for implementation in all functions and subsidiaries. The Company refers to ISO 31000:2009 as a risk management approach of ABM Investama.
In general, risk management consists of the following processes:
- Identify internal and external risks,
- Continuously and timely analyze and evaluate determination of risk priorities,
- Establish required strategies to mitigate risks continuously and
- Involve and inform stakeholders in the processes.
The risks are then recorded to monitor the developments and changes.
Article of Association
Prevailing Articles of Association of the Company, lastly amended by Deed No. 9 dated 5 June 2015, made by Jose Dima Satria, S.H., M.Kn, Notary in Jakarta, it has been approved by the Ministry of Laws and Human Rights through its Decree No. AHU-53857.AH.01.02.Tahun 2013 dated 24 October 2013.