Corporate Governance

Our concept for the application of Good Corporate Governance (“GCG”) principles is based on our commitment to create a transparent, accountable and trusted company by managing our business responsibility. Applying GCG practices is an important step for Telkom towards maximizing our corporate value and strengthening the principles of professionalism, transparency and efficiency in management to make it more open, accountable, trustworthy, responsible and fair, so that we can better fulfill our obligations to our shareholders, Board of Commissioners, business partners and other stakeholders. In view of the significance of GCG, the entire management and leadership of the Telkom Group strengthened their commitment at the Telkom Leadership Meeting by issuing a statement and signing a pledge to strengthen the implementation of GCG in the Telkom Group. This demonstrates the commitment of both the Board of Commissioners and Board of Directors to implement GCG as a corporate priority.

Our commitment to applying the instruments of good governance reflects not only the need to comply with capital market regulations but our belief in GCG as the key to the successful achievement of effective, efficient and sustainable performance in business, which is an absolute requirement for winning in today’s marketplace. 2011 was a year for strengthening implementation of GCG across the entire business group (subsidiaries governance). In response to the transformation of our organization and portfolio to the Telecommunications, Information, Media and Edutainment (TIME) business, we realize that there is a need to improve the quality of our existing GCG practices in order to further strengthen our GCG commitment, that signed by all Commissioners and Directors within the Telkom Group. The objective of GCG strengthening is to ensure that GCG implementation is consistently associated with and is an integral part of the demands of doing business in the present industry conditions. Through the Business Effectiveness and Organizational Development Sub-Directorates, the Telkom Group’s GCG has been reinforced and existing GCG practices continually improved to establish ourselves as an ethical corporation (GCG as ethics) and make GCG an inseparable part of the day-to-day management of our Company (GCG as knowledge) while integrating GCG into our risk management.

In addition, as a public company we are subject to Bapepam-LK and SEC regulations and we implement and strive to uphold corporate governance policies and practices based on international best practices as well as the Indonesian Code of GCG published by the National Committee on Governance in Indonesia. As a company whose shares are listed on the NYSE, we comply with the provisions of the Sarbanes Oxley Act of 2002 (“SOA”) as well as other applicable rules and regulations. There are several provisions of SOA that apply to us, in particular, those under:

  1. SOA Section 404 that require us to have adequate internal control over financial reporting (“ICOFR”) to ensure the reliability of our financial statements and that they are prepared according to the applicable accounting standards. We and our subsidiaries have committed to undergo a thorough audit of the effectiveness and integrity of the design and application of ICOFR; and
  2. Those under SOA section 302 that require our management to be responsible for formulating, maintaining and evaluating the effectiveness of our disclosure procedures and controls to ensure that information disclosed in reports is in compliance with the Exchange Act and is recorded, processed, summarized and reported within the period provided and then accumulated and communicated to our management, including the President Director and Director of Finance, so that they can take decisions related to required disclosures. For a further explanation regarding the results of management’s review of ICOFR disclosure procedures and controls and related disclosures, please see the section on “Procedures and Controls”. We also comply with Bapepam-LK and U.S. exchange and regulatory provisions regarding the independence of the members of the Audit Committee