COMMUNICATION AND DISCLOSURE In line with the GCG principles of transparency and fairness, we manage corporate communications and disclosure in accordance with BoD Policy No. 13 year 2009, which was formulated in line with the provisions of section 302 of SOA. This policy sets out our disclosure control procedures which are intended to ensure that the company is able to provide assurance that all information disclosed to shareholders, stakeholders and the capital market authorities has been collected, checked, recorded, processed, summarized, and delivered accurately and promptly, and fulfills the principles of equal/fair treatment, prudential principles and principles of full disclosure, in compliance with capital market regulations.
These practices are applied to the following communication and disclosures:
The Annual Report (which is submitted to Bapepam and the SEC)
Annual Securities on Form-10
Semi Annual Report on Form-8
Circulars to shareholders regarding corporate actions such as mergers and acquisitions, stock splits, share buybacks, tender offers, stock options, divestment, leveraged buy outs, and other corporate actions
GMS reports
Public Expose Reports
Presentations by the BoD in connection with Road-shows, Analyst Briefings (internal initiatives), Investor Conferences (upon external request), Public Expose materials (external requests)
Info memos
Company Profiles
Press Releases related to investor relations
Press Releases that are not related to investor relations
Reports on the Utilization of the Proceeds of Public Offerings
The principal processes we carry out in accordance with disclosure procedures include:
Representation Process, designing and implementing a Representation Process;
Disclosure Committee Establishment, establishing a Disclosure Committee chaired by the Director of Finance and with a membership of senior leaders of the company, which determines types of disclosure, i.e. complex or non-complex disclosure;
Management Discussion & Analysis, reviewing, approving and assessing the adequacy of information and ensuring that all material information is disclosed fully, accurately, consistently and according to the applicable rules. The review mechanism uses levels of sub-representation because each party involved in the process of compiling and working together to review disclosures is jointly responsible to the certifying officer/approver for ensuring that all material information disclosed by the Company is accurate, complete, and in compliance with both internal and external regulations and must provide clear and comprehensive documentation as well as giving due attention to effectiveness and efficiency as evidence of the process of preparation and review of disclosures;
External/Specialist review, for certain disclosures, consultants evaluate the adequacy of the required disclosure provisions, given that we have listings on more than one securities exchange and each exchange has its own provisions;
Process/Protocol for BoD review, evaluating BoD disclosures prior to signing/certification by the President Director and Finance Director;
Internal Audit, regular audits of the implementation of the corporate disclosure policy with reference to SOA 302 provisions by the Internal Auditor; and
Linkage with Section 404 process, constantly aligning our internal control processes with the framework and application of SOX 404 as well as following up on deficiencies if they could impact on the reliability of disclosures.
We disclose the latest corporate information to stakeholders and public investors through various means, including:
Info Memos (quarterly)
BoD presentations
Press Releases
Responses to questions from the DPR in respect of hearings
Press Conferences
Interviews with the media
Because our shares are listed on a stock exchange in the United States of America (the New York Stock Exchange - NYSE), we are subject to the rules of the US capital market authorities, one of which is the Securities Exchange Act of 1934 (“Capital Market Rules”) which require us to submit an Annual Report Form 20-F to the US SEC. In relation to our listing on the London Stock Exchange (LSE) as well as our Public Offering Without Listing in Japan we are required to deliver the following disclosures:
Annual Reports
Half Yearly Reports
Semi Annual Reports on Form-10
Annual Securities on Form-8.
We share corporate information with the public through our website (www.telkom.co.id) corporate information is disclosed to employees and their families through our internal magazine.
