Key Benefits:
c. Improving Persero's legitimacy managed to be publicly managed, fair, and accounted for;
d. acknowledge and protect the rights of the Shareholders and Stakeholders;
e. improving Persero ' s contribution in the national economy; and
f. enhance the governance of Persero in realizing the mandate that the Government provides.
BAB IV
SHAREHOLDERS
Part Kesatu
Shareholders 'Rights
Section 7
(1) Shareholders' Rights as referred to in Article 6 of the d, among others:
a. attend and provide a voice within the RUPS, with the provision of one share entiting its holder to issue one vote;
b. obtaining material information about Persero, on a timely, measurable, and orderly basis;
c. received a share of Persero benefits reserved for the Shareholders in the form of dividends, and
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The remaining wealth of liquidation results, comparable to the number of shares it owns; and
d. Other rights based on the base budget and the laws.
(2) Shareholders whose names are listed in the Shareholders List, are shareholders who have the rights as referred to in paragraph (1).
(3) Shareholders ' rights as referred to in paragraph (1), apply to the extent not otherwise set forth in the laws governing limited liability.
The Second Section
RUPS
Article 8
RUPS has the authority that does not given to the Board of Directors or the Board of Commissioners, within the limits specified in the base regulations and/or the base budget.
Section 9
(1) Each Shareholder is entitled to obtain a full explanation and accurate information with respect to the hosting the RUPS, among other things:
a. call for RUPS, which includes information about any event eye on the RUPS agenda, including the proposals planned by the Board of Directors to be submitted in the RUPS, provided that the information is not available when it is called. for RUPS, then the information and/or its proposals must be provided at the Persero office before the RUPS is held;
b. the method of calculating and determination of the salary/honorarium, facilities and/or other benefits for any member of the Board of Commissioners and Directors, as well as details concerning the salary/honorarium, facilities, and/or other benefits received by the Board of Commissioners and Directors who are in office, special in the RUPS regarding the Annual Report;
c. information on the details of the work plan and the company ' s budget and other matters planned to be implemented by Persero, specifically for the RUPS Term Plan Length and Plan of the Company ' s Work and Budget;
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d. Financial information and other matters concerning Persero are contained in the Annual Report and Financial Report; and
e. matters relating to the RUPS agenda provided before and/or at the time of the RUPS;
(2) RUPS in the eyes of other events-others are entitled to take decisions along all Shareholders present and/or represented in the RUPS and approve the An extra eye for the RUPS.
(3) The decision of the additional event eye as referred to in paragraph (2), must be unanimously approved.
(4) Any hosting of the RUPS is made up of the least time, agenda, participants, opinions, and other events. which are evolving in RUPS, and the decision of RUPS.
(5) Risalah RUPS as referred to in paragraph (4) is signed by the RUPS chairman and at least 1 (one) of the designated Shareholders of and by the RUPS participants.
(6) The signature as referred to in paragraph (5) is not required if the RUPS treatise is made with a Notary deed.
(7) Each Shareholder is entitled to obtain a copy of the RUPS treatise.
Article 10
(1) The RUPS decision is taken on a deliberation to mufakat.
(2) In terms of a deliberation based on the deliberations for the mufakat as referred to in paragraph (1) is not reached, the decision is valid if approved more of the half of the number of votes issued except the laws and/or the base budget determines that the decision is valid if approved by the greater number of votes.
The Third Part
The Decision Form Shareholders
Article 11
(1) Shareholders may take a decision outside the RUPS physically, on the condition of all shareholders with the right of voting agreeing in writing by signing the intended decision.
(2) The decision of the Shareholder as referred to in paragraph (1), has the power of the law Binding on the same as RUPS decisions physically.
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Article 12
The Finance Minister as RUPS reserves the right to request a report on the development of the mandate to be given to Persero as long as it does not conflict with the rules. Article 13
(1) The Shareholder Decision as referred to in Article 11 can be done in the form of a letter of decree or regular letter, both of which have a binding force as a RUPS decision.
(2) The ordinary letter as referred to in paragraph (1), delivered in order to provide a decision on the proposal submitted by the Board of Directors and/or the Board of Commissioners.
The Fourth Section
The Commissioners and Stopping Directors and Commissioner
Article 14
(1) Shareholders are conducting the appointment and dismissal of Directors and Commissioners in accordance with the Persero base regulations and the base budget.
(2) The commissioning and dismissal of the Board of Directors and Commissioners Perpets on the Ministerial Rules governing the requirements and the layout the appointment and termination of the Board of Directors and the corporate Commissioner of the company under the coaching and supervision of the Minister.
Fifth Section
Shareholder Accountability
Article 15
Shareholders apply the Corporate Kelola The Good is in accordance with the authority and its responsibilities.
BAB V
BOARD COMMISSIONER
Part Kesatu
The Task and Responsibility
Article 16
(1) The Board of Commissioners implemented the Good Company Governance in accordance with the with the authority and its responsibilities.
(2) The Statement and commitment of the application of the Manage The Good Company as referred to in verse (1), is done with
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The signing of the Integrity Pact to comply with all provisions and laws relating to its authority and responsibilities.
Article 17
(1) The Council The Commissioner is confirming the implementation of the Company and Accouncability of the Cloud Service
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e. The fairness, justice and equality in fulfilling the rights of the interests of the interests arising under the terms of the laws and regulations.
Third Part
Purpose
Article 6
Tata Kelola The Good Company on Persero, aims to:
a. Encourage the Persero's organs to make decisions and execute actions on high moral values and compliance with laws, and awareness of Persero's social responsibility for the Importance of the interests of the people. and the preservation of the environment around Persero;
b. improving the efficiency, effectiveness, and continuity of companies that contribute to the achievement of Persero's founding goals, increased value for Shareholders, employees and Stakeholders;
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Article 27
Member of the Board of Commissioners revealed:
a. the ownership of its shares and/or her family to other companies, both within and abroad; and
b. financial and family relations with other members of the Board of Commission;
in the conduct report of the Good Company Governance as set out in this Financial Minister Regulation.
The Seventh Section
The Supporting Organ The Board of Commissioners
Article 28
(1) The supporting organ of the Board of Commissioners, consists of:
a. Commissioner of the Board of Commissioners, if required;
b. The Audit Committee; dan/or
c. Other committees, if necessary.
(2) The Board of Commissioners may form the Secretariat of the Commissioners to support the duties and operations of the Board of Commissioners.
(3) Other Commiters as referred to in paragraph (1) the letter c, consisting of the Committee Risk Monitor and Remuneration Committee and Nomination.
(4) Commissioners of the committee as referred to in verse (1) and verse (3) are conducted by the Board of Commissioners.
(5) The committees that have been formed as in paragraph (1) and paragraph (3) delivered a report on the execution of the task to the Board of Commission.
(6) A more members of the committee as referred to in paragraph (1) the letter b and c are from the members of the Board of Commissioners.
(7) The existence of the committee on the verse (1) letter b and the letter c do not reduce the responsibility of the Board of Commissioners relating to the function and its duties.
(8) The supporting organs and the Board of Commissioners jointly compose a work reference framework that defines each of the tasks and responsibilities of each.
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BAB VI
DIRECTORS
Part Kesatu
The Task and Responsibility of Directors
Article 29
(1) The board must carry out its duties in good faith to Persero's interests and in accordance with Persero's intent and purpose, and ensuring that Persero exercise his social responsibilities and regard the interests of the interests of the Interests in accordance with the provisions of the rules of the invitation-invitation.
(2) Directors must convey information about identity, work-work In particular, the office of the Board of Commissioners in subsidiaries/joint ventures and/or other companies, including meetings conducted in a single year of books (internal and meeting meetings with the Board of Commissioners), as well as salaries, facilities, and/or Other benefits received from Persero in question and the subsidiary/joint venture of Persero concerned, to be loaded in the Persero Annual Report.
(3) The board of directors is required to disclose:
a) the ownership of its shares and/or his family to Persero and other companies, both in the inside And/or
b) financial relations and/or family relations with other members of the Directors
in the Good Company Governance Report as set out in this Minister's Regulation.
(4) One of the members of the Board of Directors is appointed by the Board of Directors as a responsible for the implementation and monitoring of the Good Company Governance in Persero concerned.
Section 30
(1) The Board of Directors is full of charge. execution of the Persero.
(2) The Directors manage Persero in accordance with the task and Its authority as set in the Persero base budget.
(3) The Directors carry out the Good Company Governance as the principles are referred to Article 5 in any Persero business activity on the whole level or the level organization.
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Section 31
The directors must follow up on the audit findings and recommendations of internal auditors, external auditors, supervising Board of Commissioners and/or certain examination results by other examiners.
Article 32
The directors must maintain the interests of Persero by keeping an overall employee interest in setting up a staffing policy.
Article 33
The directors provide Fair treatment to employees in self-development, award-giving, and enforcement of employee discipline provisions.
Article 34
The directors monitor and manage the potential clash of interests between members of the Board of Directors and Persero management under the Directors.
The Second Part
The Hosting-List and Document by Directors
Article 35
(1) To meet the terms of accountability, openness, and administrative order, the Directors must:
a. create a Sharelist of Shareholders, Special Lists, Risalah RUPS and Risalah of Directors Meeting;
b. make the Annual Report and Financial Documents Persero;
c. Maintain the entire List, Risalah, and Persero Financial Documents and other documents; and
d. keep in place of Persero, the entire List, the Risalah, Persero Financial Documents, and other documents.
(2) On the written request of the Shareholders, the Directors grant the Shareholders permission to check the Shareholders List, Special List, Risk of RUPS and Annual Report as well as obtaining a copy of the RUPS Treatise and a copy of the Annual Report.
Third Section
Prohibition Taking Personal Advantage
Article 36
The members of the Directors are prohibited from performing the actions that have a clash of interests, and take personal advantage, either
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directly or indirectly from the decision making and Persero activities in addition to the authorized earnings.
Fourth Quarter
Board Meeting
Section 37
(1) The Board Meeting is held periodically, at least once in a month.
(2) In the meeting as referred to in paragraph (1) the Board of Directors may invite the Board of Commissioners.
(3) The Board of Directors must set the Meeting order Directors.
(4) Each of the Directors Meeting is made up of the meeting ' s treatises that contain opinions- opinions that are developing in the meeting, both supportive and non-supportive opinions or opinions, decisions/conclusions of the meeting, as well as the reasons for the absence of the members of the Board of Directors, if any.
(5) Each member of the Board of Directors is entitled to receive a copy of the Board of Directors ' Meeting, whether or not present at the Board of Directors.
(6) The number of Directors Meeting and the number of presence of each member of the Directors on the Board of Directors is contained in the Annual Report Persero.
Fifth Quarter
Board of Directors
Article 38
(1) Performance Achievement Indicator is a measure of measure for the success of performing the tasks and responsibilities of each of the Directors in accordance with the provisions of the laws and/or the base budget.
(2) The Performance Achievement Indicators (the "Performance Achievement"). each of the DirectorInformation for the Board of Commissioners
Section 25
The directors ensure that information on Persero can be obtained by the Board of Commissioners on a timely, measurable, and complete.
Part Sixth
Prohibition of Taking Personal Advantage
Article 26
The Board of Commissioners is prohibited from actions that have a clash of interests and take personal gain, from decision making and/or execution of activities Persero is concerned, in addition to a legitimate income.
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Main, among others gives the proposal of the nomination criteria and the nomination procedure, as well as compiling the rating system;
c. provides recommendations to the Commissioners ' Council on policy remuneration for Directors to be delivered to Shareholders;
d. assemble and provide recommendations to the Board of Commissioners regarding the system and the selection procedures and/or replacement of the Directors to be delivered to the Shareholders;
e. provide recommendations to the Board of Commissioners on the independent party that will be a member of the Committee as referred to Article 45 of the letter b and the letter c as well as Article 46 of the letter b and the letter c; and
f. provide an evaluation of the conduct of the remuneration policy and the nomination.
(2) Remuneration and Nomination committees ensure that the most remuneration and nomination policies are at least appropriate to:
a. Financial performance and backup fulfillment as set out in the applicable laws;
b. individual work achievement;
c. a similar kewajeness and company; and
d. Persero's long-term objective and strategy.
Fourth Section
Committee meeting
Article 52
(1) The meeting of the Committee is held at least equal to the minimum provisions of the Board of Commissioners specified in the basic budget.
(2) The Committee Meeting can only be implemented if attended by the least chairman and a member.
(3) The results of the Committee Meeting must be poured in the meeting treatises signed by all the members present and documented well.
(4) The Meeting of the Meeting is delivered in writing by Committee to the Commissioners.
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BAB VIII
LONG-TERM PLANS AND
THE COMPANY ' S WORK PLAN AND BUDGET
Article 53
(1) The Directors are compiling a Long-Term Plan which is the plan The strategic loading of Persero goals and objectives that are to be reached within 5 (5) years.
(2) The Long Term Plan as referred to in paragraph (1) is least loading:
a. evaluation of previous Long-Term Plan implementation;
b. Persero position currently;
c. Assumptions are used in the drafting of the Long-Term Plan; and
d. mission assignments, objectives, strategies, policies, and long-term work programs.
(3) The Board of Commissioners examines the Long Term Plan compiled by the Directors before being signed together.
Article 54
(1) The Board of Directors must compose Work Plan and the Company 's Budget as a summation of the Long Term Plan each year.
(2) The Company' s Work and Budget Plan as referred to in paragraph (1) is most underloaded:
a. mission, effort objective, business strategy, company policy and activities/activities;
b. The company's budget is detailed in the company's budget/activities budget;
c. The financial projections of the company and its subsidiaries; and
d. other things that require a RUPS decision.
(3) The Board of Commissioners examines the Company ' s Work and Budget Plan before being signed together.
Article 55
Drafting, delivery and modification of the Long-Term Plan and the Work and Budget Plan The Company guidelines on the Ministerial Rules governing the Drafting, Delivery and Change of the Long-Term Plan and the Persero Company ' s Work and Budget Plan (Persero) under the coaching and supervision of the Finance Minister.
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BAB IX
EXTERNAL AUDITOR
Article 56
(1) The Persero Annual Financial Report was audited by an external auditor appointed by the RUPS of the candidates submitted by the Board of Commissioners.
(2) The Board of Commissioners through the Audit Committee conducts the appointment of a candidate external auditor in accordance with the terms of procurement of goods and services of each Persero.
(3) In order of appointment of prospective external auditors, the Council The Commissioner or the Audit Committee may request the assistance of the Board of Directors if needed.
(4) The Council of Commissioners is required to deliver to the RUPS on the grounds of the nomination and the magnitude of the honorarium/imbal of services proposed for such external auditor.
(5) The external auditor must be free from the influence of the Board of Commissioners, Directors and Interests.
(6) Persero must provide all the accounting records and support data required by an external auditor so that it allows an external auditor to give his opinion on the ruciness, acumen, and Persero's financial statements with financial accounting standards.
BAB X
PROCUREMENT OF GOODS AND SERVICES
Article 57
(1) Persero is obliged to make the procurement guidelines for goods and services in accordance with the provisions of the legislation.
(2) The procurement guidelines of goods and services must be reviewed/refined periodically.
(3) The Procurement of goods and services in the Persero environment must apply the principles of efficient, effective, transparent/open, competitive, fair/not discriminatory, and accountable.
(4) The work support unit as the executor of goods and services makes the report on the implementation of the procurement of goods and services periodically to the Directors.
(5) The internal ue most committee on one of the other committees.
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Third Section
Committee on Duty and Responsibility
Article 49
(1) Audit Committee is in charge of assisting the Board of Commissioners in ensuring the effectiveness of the internal control system and the effectiveness of the execution of external auditor duties and internal auditors by conducting the monitoring and evaluation of the planning and exec sment can be performed using the Instancy services A competent government in the Tata Kelola field of Good Company, whose appointment is conducted by the Directors by direct appointment after it gets the approval of the Board of Commissioners.
(4) Before carrying out the assessment, assessor as referred to in paragraph (2) and paragraph (3), signing a work agreement agreement with Persero directors concerned the least of the rights and obligations of each party, including the term and cost of execution.
(5) The results of the execution of the execution of the Good Company are one of the elements in the Persero performance assessment as a whole.
Third Section
Evaluation implementation
section 74
(1) The implementation of the evaluation is performed independently by the Persero in question, whose implementation can be discussed with or ask for assistance (assistance) independent assessor or use the Instancy services Government competent in the field of good corporate governance.
(2) The implementation of assessments and evaluations is conducted against the implementation of the Good Company Governance as in Section 4.
(3) In terms of evaluation is done with the help of independent assessor or using competent Government Instancy services in good corporate governance, then independent assessor or Government Instancy that conduct evaluations cannot be the assessor of the year next.
Fourth Quarter
Reporting
Article 75
(1) Persero must compile a report on the implementation of the Company's Good Company principles at the end of the book year and report to the RUPS in conjunction with the delivery of the Annual Report.
(2) The reports referred to in paragraph (1) among others consists of:
a. the results of the assessment and evaluation results; and
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b. Disclosure of the suitability and explanation if there is no suitability with the Good Company Governance guidelines.
BAB XVII
LAIN-LAIN
Article 76
(1) The provisions of this Ministerial Regulation, may be is applied to a limited liability company that is partially owned by State and Persero subsidiaries, to the extent approved by the limited liability RUPS or Persero subsidiary.
(2) The subsidiary as referred to in the paragraph (1) is a limited liability company that is owned and controlled by IBM. Persero.
(3) For Persero moving on a particular sector where there is an arrangement regarding the application of the Good Company Governance, the provisions in this Ministerial Regulation apply to the extent unopposed to the regulated provisions. in regulations on the subject sector.
BAB XVIII
provisions CLOSING
Article 77
(1) The Regulation of the Minister is in effect on the date of promulcings.
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(2) For each person to know, ordered the invitational of the Regulation of the Minister with its placement in the News of the Republic of Indonesia.
Set in Jakarta on the date April 28, 2015
MINISTER OF FINANCE REPUBLIC OF INDONESIA,
BAMBANG P.S. BRODJONEGORO
Reundrased in Jakarta on 28 April 2015
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA,
YASONNA H. LAOLY
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Section 66
The directors perform a more valuable relationship for Persero and Stakeholders.
BAB XIV
CODE OF CONDUCT, ANTI CORRUPTION, DONATION AND PACT OF INTEGRITY
Article 67
(1) Persero must make a guideline about a code of conduct that contains ethical values seeking.
(2) Members of the Board of Commissioners, Directors, and Persero employees are prohibited from giving, offering, or receiving, either directly or not directly, something of value to or from a customer or a Government official to influence or in return for all that he has done, under the provisions of the laws.
(3) Not included in the sense referred to in paragraph (2) in terms of granting of incentives to employees or other parties that Persero has specified in the interest of Persero.
Section 68
Members of the Directors, Members of the Board of Commissioners, and certain officers of Persero appointed by the Directors, are required to deliver the wealth report in accordance with the provisions of the laws.
Article 69
Persero within the limits of the patchiness, may provide a donation to charity and social objectives in accordance with the laws.
Article 70
The directors must sign the Integrity Pact for transactional action that requires the approval of the Board of Commissioners and/or RUPS.
BAB XV
PROGRAM INTRODUCTION PERSERO
Article 71
(1) To the members of the Board of Commissioners and members of the Directors who are appointed for the first time must be given the Persero-related introduction program.
(2) The responsibility for holding such recognition programs is on the Secretary of the Company or the party that runs the function as the Secretary of the Company.
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3) The recognition program includes:
a. implementation of the governance principles by Persero;
b. the overview of Persero relates to the purpose, nature, and scope of activities, financial performance and operations, strategies, short-term and long-term business plans, competitive positions, risks and other strategic issues;
c. description relating to delegated authority, internal and external audits, internal control systems and policies, including the Audit Committee; and
d. description of the duties and responsibilities of the Board of Commissioners and Directors as well as not allowed.
(4) Persero recognition program may be a presentation, meeting, visit to Persero and the study of other documents or programs which is considered to be compatible with Persero where the program is performed.
BAB XVI
MEASUREMENT AND REPORTING
Part Kesatu
Measurement
Article 72
Persero must do a measurement of the application of Tata Manage the Good Company in the form:
a. Assessment, which is the program to identify the execution of the Good Company Governance in Persero through the measurement of the implementation and implementation of the Good Company Governance in Persero which is performed regularly every 1 (one) year; and
b. Evaluation, which is the program to describe the follow-up to the implementation and implementation of the Good Company Governance in Persero conducted in the following year after assessment as referred to in the letter a, which includes evaluation of the Assessment and follow-up to recommendations for improvement.
Second Section
Implementation of the Assessment
section 73
(1) The implementation of the assessment as referred to in Section 72 of the letter a, preceded by the act of Socialization of Tata Manage a Good Company on Persero.
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(2) The implementation of the assessment in principle is performed by the independent assessor appointed by the Board of Commissioners.
(3) The asses
