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ASEAN Corporate Governance Scorecard 2023
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Basic Shareholder Rights | ||
| 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? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. | i. Annual dividend was declared and paid equally & timely manner in accordance with the AGMS FY 2022 resolution. ii. Dividend payment for FY 2022 was approved by shareholders at AGMS on May 30, 2023 and dividend payment was completed to all shareholders on July 5th, 2023. |
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| 2. | Right to participate in decisions concerning fundamental corporate changes. | ||
| Do shareholders have the right to participate in: | |||
| 2.1. | Amendments to the company's constitution? | The shareholders of Telkom have the right to participate on any amendments to the company's constitution through the GMS (Article 25 section 5 and Article 28 section 2 of Telkom's Articles of Association) |
Article 25, Section 5 of Telkom's Articles of Association
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| 2.2. | The authorisation of additional shares? | The shareholders of Telkom have the right to participate in the authorisation of additional shares, both authorized capital and paid up capital through the GMS (Article 4 section 5, 6 and 7 of Telkom's Articles of Association) | Article 4 section 5, 6 and 7 of Telkom's Articles of Association |
| 2.3. | The transfer of all or substantially all assets, which in effect results in the sale of the company? | The Shareholders of Telkom have the right to participate in the transfer of all or substantially assets, which in effect results in the sale of company through the GMS (Article 12 section 9 of Telkom's Articles of Association) | Article 12 section 9 of Telkom's Articles of Association |
| 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. | ||
| 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? | Through GMS, the Shareholders of Telkom have the opportunity to determine the remuneration for Telkom’s Board of Directors and Board of Commissioners. It is stated in the 3rd Agenda of Summary Minutes of AGMS FY 2022. | 3rd Agenda of Summary Minutes of AGMS FY 2022 |
| 3.2. | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/ commissioners? |
Members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Series A Dwiwarna shareholders which nomination shall bind the GMS (Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association). In addition, the election of members of Board of Directors and Board of Commissioners during Financial Year 2022 shall be conducted referred to:
Currently, Regulation of the Minister of State-Owned Enterprise No. PER-11/MBU/07/2021 and Regulation of the Minister of State-Owned Enterprise No. PER-10/MBU/10/2020 was revoked by Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 regarding Company Organ and Human Resources, which effectively applicable at 20 March 2023. |
Article 11 section 10 of Telkom's Article of Association. Article 14, section 12 of Telkom's Articles of Association Regulation of the Minister of State-Owned Enterprise No. PER-11/MBU/07/2021 Regulation of the Minister of State-Owned Enterprise No. PER-10/MBU/10/2020 Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 |
| 3.3. | Does the company allow shareholders to elect directors/ commissioners individually? |
Members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Series A Dwiwarna shareholders, which nomination shall bind the GMS as stated in Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association. For the election process, shareholders may elect individual Board of Directors and the Board of Comissioners using voting procedures (each holder of 1 share has the right to cast one vote) as stated in Article 25 section 10 of Telkom's Articles of Association. |
Article 11 section 10 of Telkom's Article of Association. |
| 3.4. | Does the company disclose the voting procedures used before the start of meeting? | Telkom has disclosed the voting procedures used before the start of the GMS. It is stated in the Point 12 of Code of Conduct of AGMS FY 2022. | Code of Conduct AGMS FY 2022 |
| 3.5. | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? | The Minutes of AGMS FY 2022 has recorded that the shareholders were given the opportunity to ask or response in connection with each agenda. It also recorded the question or response submitted by the shareholders and also information if there were no shareholders that raised questions, responses or proposals in certain Agendas. | |
| 3.6. | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/ each agenda item for the most recent AGM? | Telkom has disclosed the voting results including approval, dissenting opinion, abstain for each agenda item as set out in the Summary of Minutes of AGMS FY 2022 | Summary of Minutes of AGMS FY 2022 |
| 3.7. | Does the company disclose the list of board members who attended the most recent AGM? | Telkom has disclosed the list of Board of Directors and Board of Commissioners who attended the AGMS as set out in the Summary of Minutes of AGMS FY 2022. | Summary of Minutes of AGMS FY 2022 |
| 3.8. | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? | Telkom has disclosed the list of Board of Directors and Board of Commissioners who attended the AGMS as set out in the Summary of Minutes of AGMS FY 2022. | Summary of Minutes of AGMS FY 2022 |
| 3.9. | Does the company allow voting in absentia? | The shareholders who are unable to attend the Meeting can be represented by their proxies (Article 25 section 9 of Telkom's Article of Association), with provisions that the votes of members of the Board of Directors, Board of Commissioners, employees of the Company who acts as proxies will not counted in the voting collection (Article 25 section 13 of Telkom's Article of Association) |
Article 25 section 9 of Telkom's Article of Association Article 25 section 13 of Telkom's Article of Association |
| 3.10. | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? | Each agenda is decided in the meeting based on voting. Voting by Shareholders who are present electronically is done through eASY.KSEI application and voting by Shareholders who are physically present is done by raising their hands with the following condition: 1) those who voted against or abstain are asked to raise their hands while handing over their filled ballots to the officers, 2) those who vote against or abstain, but the voting card is damaged, torn or wrinkled so that it cannot be properly detected by the computer or the Notary, shall be deemed invalid; 3) those who do not raise their hands shall be deemed to agree; 4) those who leave the Meeting at the time of voting shall be deemed to agree. At the end of each voting, the Notary reads the results of the voting for each agenda. Stated in Point 12 of the Code of Conduct AGMS FY 2022 | Code of Conduct AGSM FY 2022 |
| 3.11. | Does the company disclose that it has appointed an independent party (scrutineers/ inspectors) to count and/ or validate the votes at the AGM? | Telkom has disclosed the appointment of the independent party namely Notary Ashoya Ratam and PT Datindo Entrycom, to count and validate the votes. | Summary of Minutes of AGMS FY 2022 |
| 3.12. | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/ EGM for all resolutions? |
Telkom has made publicly available the result of the votes taken during the AGMS as set out in the Summary of Minutes of AGMS FY 2022 which uploaded at Telkom’s website. The summary of AGMS must be announced to the public at the latest 2 working days after the convening of the GMS (Article 24 section 4.e of Telkom's Article of Association juncto Article 51 section 2 of Financial Services Authority Regulation (POJK) No. 15/POJK.04/2020 on Planning & Implementing General Meeting of Shareholders for Public Company) |
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| 3.13. | Does the company provide at least 21 days notice for all AGMs and EGMs? | Telkom provided 21 days notice for all GMSs, excluded the date of notice and date of GMSs. The notice was published at Indonesian Stock Exchange's website, eASY KSEI and company's website both in English and Indonesian. AGMS dated on May 30, 2023, the Notice of AGMS was published on May 8, 2023. | AGMS Notice FY 2022 |
| 3.14. | 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? |
The rationale, explanation and material for each agenda should be included in the invitation of GMS (Article 23 section 7 of Telkom’s Article of Association). Telkom has provided the rationale and explanation for each agenda which requiring shareholders’ approval as set out in the AGMS Notice and AGMS Proxy Materials- Agenda Explanation, which publicly available and uploaded at Telkom’s website. |
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| 3.15. | Does the company give the opportunity for shareholder to place item/s on the agenda of AGM? | In the AGMS, the agenda can be proposed by the Series A Dwi Warna /a shareholder or more representing at least 1/20 of the total number of shares issued by the Company with valid voting rights. Such proposal should be submitted in writing to the Board of Directors no later than 7 (seven) days prior to the invitation of the AGMS (Article 23 section 6 of the Telkom's Article of Association) | Article 23 section 6 of the Telkom's Article of Association |
| 4. | Markets for corporate control should be allowed to function in an efficient and transparent manner. | ||
| 4.1. | In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/ commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? | Telkom has never conducted a transaction that required the approval of the GMS. Throughout the year 2022-2023, Telkom has implemented company policies related to the review mechanism for material transactions that contain conflicts of interest; transactions with affiliates; and investment, expansion, divestment, merger, acquisition, and debt/capital restructuring transactions. This was implemented to comply with the provisions of the Financial Services Authority Regulation No.31/POJK.04/2015 regarding Disclosure of Material Information or Facts by Issuers or Public Companies and Resolution of Board of Directors of Jakarta Stock Exchange No. Kep-06/ BEJ/07-2004 dated July 19, 2004, regarding Regulation Number I-E regarding Obligation of Information Submission. |
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| 5. | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | ||
| 5.1. | Does the company disclose its practices to encourage shareholders to engage with the company beyond AGM? |
Telkom has disclosed practices to support Shareholders to keep connecting with the Company other than the GMS. Telkom consistently provided company’s comprehensive, up-to-date as well as proper information to Shareholders and Stakeholders, for example investor conference, analyst meeting, earning calls and public expose. The information can be find in : |
News and Activities on https://www.telkom.co.id/ - About Telkom - Investor Relations - News and Activities |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Shares and voting rights | ||
| 1.1. | Does the company's ordinary or common shares have one vote for one share? | Based on Article 25 section 10 of the Telkom's Articles of Association, each share will grant right to its owner to cast 1 (one) vote. | Article 25 section 10 of Telkom's Article of Association |
| 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)? |
Based on Article 5 section 1 of the Telkom's Articles of Association, the registered and issued shares of Telkom are classified into 2 (two) types of shares:
Based on Article 5 section 4 of Telkom's Articles of Association, each 1 (one) share grants 1 (one) voting right. |
Article 5 section 1 and 4 of Telkom's Article of Association |
| 2. | Notice of AGM | ||
| 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? | Although the 5th and 6th agenda of AGMS related each other, but each resolution deal with only 1 (one) agenda, there is no bundling of several items into the same resolution. It can be shown in the Summary Minutes of AGMS FY 2022. | Summary Minutes of AGMS FY 2022 |
| 2.2. | Are 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? | Telkom's Notice of the most recent AGM/ circulars were fully translated into English and published on the same date as the local language. Further, to ensure equitable treatment to all shareholders, Telkom's published GMS's Announcement and Notice in 2 (two) versions, namely Indonesian and English. Both versions were published on the same day. | AGMS Notice FY 2022 |
| Does the notice of AGM/circulars have the following details: | |||
| 2.3. | Are the profiles of directors/ commissioners (at least age, academic qualification, date of appointment, experience, and directorships in other listed companies) in seeking election/ re-election included? |
Profile of Board of Commissioner/ Director in seeking election of 2023 AGMS is published in Telkom's website. Telkom's 2023 AGMS of Proxy Materials. |
Profile of Board of Commisioner |
| 2.4. |
Are the auditors seeking appointment/ re-appointment clearly identified? |
In 2022 AGMS call, an agenda related to the agreement of the Public Accountant Office appointment to audit the Company's Financial Statements of 2022, the Financial Statements of the Partnership Program, and the Community Development for 2022 was listed (AGMS call). In the decision of the 4 agenda AGMS , Telkom reappointed Purwantoro, Sungkoro and Surja (a member firm of Ernst & Young Global Limited) as Public Accounting Firm to audit the Consolidated Financial Statements of the Company and Report of Micro and Small Business Funding Program of the Company for the Fiscal Year 2023. |
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| 2.5. | Were the proxy documents made easily available? | Proxy Documents & Power of Attornet Form can be obtained in the Telkom's website in addition to the registrar office. | |
| 3. | Insider trading and abusive self-dealing should be prohibited. | ||
| 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? | As stated in the Board Manual about ethics of the Board of Commissioners and Directors, the company is explicitly prohibited from providing insider’s information to other parties who can be suspected of using the information to get advantage for the interests of others and not the interests of the Company. |
Board Manual, Chapter I Part I Board Manual, Chapter II Part M Company Policy - Business Ethics in The Environment of Telkom Group |
| 3.2. | Are the directors/ commissioners required to report their dealings in company shares within 3 business days? | Based on Financial Service Authority Regulation (POJK) POJK.11/2017 concerning Disclosure of Shareholder’s Information, the Board of Directors or Board of Commissioners of Public Company are required to report to Company for ownership and any changes to ownership of public company's shares no later than 3 (three) business days after the transaction. | |
| 4. | Related party transactions by directors and key executives. | ||
| 4.1. | Does the company have a policy requiring directors/ commissioners to disclose their interest in transactions and any other conflicts of interest? | Telkom has a policy that regulates regarding conflicts of interest mentioned in the by Board Manual. | |
| 4.2. | Does the company have a policy requiring a committee of independent directors/ commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? | In the Articles of Association, article 12, paragraph 1, there is a policy in which the directors are assigned to carry out all related actions and be responsible for managing the company for the benefit of the company. | Article 12 section 1 and 2 of Telkom's Article of Association |
| 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? | The policy that stipulates the board members (directors and commissioners) to be unable to participate in the Meetings/ matters which have a conflict of interest, is regulated in the Board Manual. | |
| 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? |
Based on Board Manual, Telkom has internal policy that prohibited the transactions containing conflict of interest. Beside conflict of interest tendency, the practice of granting loan to Board of Directors and Board of Commissioners is prohibited by : 1. Based on Article 17 and Article 23 of Regulation of the Minister of State-Owned Enterprises No. PER-01/MBU/02/2011 dated August 1, 2011 regarding The implementation of Good Corporate Governance in State-Owned Enterprise which has been revoked by Article 19 and Article 20 of Regulation of the Minister of State-Owned Enterprises No. PER-02/MBU/03/2023 dated March 3, 2023 regarding The guidelines for significant corporate governance and activities of state owned enterprises the Board of Directors and the Board of Commissioners are prohibited to act conflict of interest, and take personal benefit, whether direct or indirect from the decision making process and related State-Owned Enterprises activities, unless from the lawful remuneration. Such regulation has been implemented by Company Regulation No. PD.602.00/r.00/HK000/COP-D0030000/2011 regarding The Guidelines on implementation of Good Corporate Governance in Telkom Group. 2. Based on Chapter II of Regulation of the Minister of State-Owned Enterprises No. PER-01/MBU/05/2019 dated May 31, 2019 regarding The Guidelines on Remuneration of Board of Directors, Board of Commissioners, and Board of Supervisors of State-Owned Enterprises which has been revoked by Chapter III article 81 and 82 of Regulation of the Minister of State-Owned Enterprises No. PER-3/MBU/03/2023 dated March 20, 2023 regarding The Guidelines on Remuneration of Board of Directors, Board of Commissioners, and Board of Supervisors of State-Owned Enterprises, the loan is not included as one of the remuneration components, therefore it is prohibited. |
Regulation of the Minister of State-Owned Enterprise No. PER-01/MBU/02/2011 Regulation of the Minister of State-Owned Enterprise No. PER-01/MBU/05/2019 Regulation of the Minister of State-Owned Enterprise No. PER-2/MBU/03/2023 Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 |
| 5. | Protecting minority shareholders from abusive actions | ||
| 5.1. | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? | Information on Telkom’s material transaction in 2022 as stated in Annual Report FY 2022, page 138. | Annual Report FY 2022 page 138 |
| 5.2. | In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? | There were no interest transaction which requiring approval from GMS as mentioned in POJK 42/2020. | Financial Service Authority Regulation (POJK) No. 42 /POJK.04/2020 regarding Affiliated Transaction and Conflict of Interest Transaction |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | The rights of stakeholders that are established by law or through mutual agreements are to be respected. | ||
| Does the company disclose a policy and practices that address : | |||
| 1.1. | The existence and scope of the company's efforts to address customers' welfare? | Telkom has a policy to take care of customer’s welfare that is listed on the Corporate Social Responsibility and Environmental as stated in Annual Report FY 2022, page 260-277 and Sustainability Report FY 2022, page 64 | |
| 1.2. | Supplier/ contractor selection procedures? | Telkom disclose procedures of supplier selection (procurement process) in Annual Report FY 2022, page 148. This prosedures in based on Decision of the Resolution of Director of Finance Number PR.301.08/r.05/HK240/ COP-K0700000/2022 regarding Guidelines for Procurement Implementation. | Annual Report FY 2022, page 148 |
| 1.3. | The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | In managing the environment, Telkom has a policy to make use of environmentally friendly energy and recyclable materials. Waste management systems and complaint mechanisms for environmental issues as stated in Annual Report FY 2022, page 260-277. | Annual Report FY 2022, page 260-277 |
| 1.4. | The company's efforts to interact with the communities in which they operate? | In order to interact with the community, Telkom has company's corporate social and environmental responsibility program as stated in Annual Report FY 2022, page 260-277. | Annual Report FY 2022, page 260-277 |
| 1.5. | The company's anti-corruption programmes and procedures? | In order to prevent fraud, Telkom has several policies. In supporting the implementation of anti-corruption policies TelkomGroup has various mechanisms related to anti-corruption. TelkomGroup also shows its commitment by obtaining the ISO 37001: 2016 certificate regarding Anti-Bribery Management Systems since August 2020 as stated in Annual Report FY 2022, page 257. |
Annual Report FY 2022, page 257 |
| 1.6. | How creditors' rights are safeguarded? | Telkom's policy that outlines how creditor rights are protected, is stated in the Implementation of GCG-OJK Principles in principle 7: Improving Corporate Governance Aspects through Stakeholder Participation as stated in Annual Report FY 2022, page 148-149. | Annual Report FY 2022, page 148-149 |
| 1.7. | Does the company have a separate report/ section that discusses its efforts on environment/ economy and social issues? | Telkom has a separated report concerning environment, economy and social issues in Annual Report page 260-277. Telkom also described its effort on ESG issues in 20-F with title Corporate and Social Responsibility. Evidence: 20-F page 80-82. | |
| 2. | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | ||
| 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? | Telkom has disclosed the company's contact details in the form of a company address, phone number and email on the website. In addition, it also comes with a social media account link on the home page section. | |
| 3. | Mechanisms for employee participation should be permitted to develop. | ||
| 3.1. | Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? | Statements concerning the realization of employee’s health, safety, and welfare was stated in Annual Report FY 2022, page 66-69 and Sustainability Report page 59-60 and 64. |
Annual Report FY 2022 page 66-69 |
| 3.2. | Does the company explicitly disclose the policies and practices on training and development programmes for its employees? | Telkom has disclosed policies and practices training development programs. The detail information was stated in Annual Report FY 2022, page 66-69 and company regulation. | |
| 3.3. | Does the company have a reward/ compensation policy that accounts for the performance of the company beyond short-term financial measures? |
Telkom has a compensation reward and compensation policy that accounts for the company's performance beyond short-term financial measures. Reward policy regulated in PR 206/2022 about learning and development management on article 12. This article regulates the Initiative Education of the Enterprise. And the compensation policy has presented in company regulation also. |
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| 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. | ||
| 4.1. | Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report | Telkom has a violation reporting system or known as a Whistleblowing System (WBS) since 2006. The detail was stated in Annual Report FY 2022, page 246-248 | Annual Report FY 2022, page 246-248 |
| 4.2. | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/ unethical behaviour from retaliation? | Whistleblowing system policy was stated in Annual Report FY 2022, page 246. | Annual Report FY 2022, page 246 |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Transparent ownership structure | ||
| 1.1. | Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? | Information regarding identity of the shareholder holds more than 5% ownership was stated in Annual Report FY 2022, page 70. | Annual Report FY 2022, page 70 |
| 1.2. | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? | Telkom has disclosed direct and indirect shareholders of major and/or substantial shareholdings was stated in Annual Report FY 2022, page 70-71. | Annual Report FY 2022, page 70-71 |
| 1.3. | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? | Telkom has disclosed information regarding Shareholders composition was stated in Annual Report FY 2022, page 70-71. | Annual Report FY 2022, page 70-71 |
| 1.4. | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? | Telkom has disclosed information regarding Shareholders composition was stated in Annual Report FY 2022, page 70 and 251-253. | |
| 1.5. | Does the company disclose details of the parent/ holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? | Telkom has disclosed details of the parent/ holding company, subsidiaries, associated, joint ventures, and special purpose enterprise/ vehicle (SPEs)/ (SPVs) was stated in Annual Report FY 2022, page 72-77 | Annual Report FY 2022, page 72-77 |
| 2. | Quality of Annual Report | ||
| Does the company's annual report disclose the following items: | |||
| 2.1. | Corporate objectives | Telkom discloses corporate objective in official website and in the Annual Report FY 2022 page 38-39. | |
| 2.2. | Financial performance indicators |
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| 2.3. | Non-financial performance indicators |
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Annual Report FY 2022, page 89-105 |
| 2.4. | Dividend policy |
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| 2.5. | Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/ commissioners | Telkom has disclosed biographical details through corporate website and Telkom's Annual Report FY 2022, page 52-56 and page 58-62. |
Annual Report FY 2022, page 52-56
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| 2.6. | Attendance details of each director/ commissioner in all directors/ commissoners meetings held during the year |
Attendance details of each director/ commissioner in director's/ commissioner's meetings held in 2022:
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| 2.7. | Total remuneration of each member of the board of directors/ commissioners |
Total remuneration of each member of the Board:
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| Corporate Governance Confirmation Statement | |||
| 2.8. | 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? | Telkom has disclosed statement confirming the company's full compliance with the code of corporate governance as stated in Annual Report FY 2022, page 145-149 | Annual Report FY 2022, page 145-149 |
| 3. | Disclosure of related party transactions (RPT) | ||
| 3.1. | Does the company disclose its policy covering the review and approval of material RPTs? |
Telkom has disclosed its policy covering the review and approval of material RPTs in Annual Report FY 2022, page 138. This was implemented to comply with the provisions of the Financial Services Authority Regulation No.31/POJK.04/2015 regarding Disclosure of Material Information or Facts by Issuers or Public Companies and Resolution of Board of Directors of Jakarta Stock Exchange No. Kep-06/BEJ/07-2004 dated July 19, 2004, regarding Regulation Number I-E regarding Obligation of Information Submission. |
Annual Report FY 2022, page 138 |
| 3.2. | Does the company disclose the name, relationship, nature and value for each material RPTs? | Company disclose the name, relationship, nature and value for each material RPTs as stated in Annual Report FY 2022, page 138 (see: table). | Annual Report FY 2022, page 138 |
| 4. | Directors and commissioners dealings in shares of the company | ||
| 4.1. | Does the company disclose trading in the company's shares by insiders? |
Telkom has disclosed about insider trading in topic Implementation of GCG management principal - financial services authority: PRINCIPLE 7 No.1. To have a Policy to prevent Insider Trading. In accordance with Regulation ofthe Director of Human Capital Management |
Annual Report 2022, page 148 |
| 5. | External auditor and Auditor Report | ||
| Where the same audit firm is engaged for both audit and non-audit services | |||
| 5.1. | Are the audit and non-audit fees disclosed ? | Audit and non-audit fees was disclosed in Annual Report FY 2022, page 82-83: Name and Address of Institutions and/or Supporting Capital Market Professions | |
| 5.2. | Does the non-audit fee exceed the audit fees ? | The incurred fees for other service would never exceed the fees for audit services as stated in Annual Report FY 2022, pages 83. | Annual Report FY 2022, page 83 |
| 6. | Medium of communications | ||
| Does the company use the following modes of communication? | |||
| 6.1. | Quarterly reporting | The company issued quarterly financial reports and reported them to OJK, IDX and posted on the company's website. The company also issued a quarterly Info memo uploaded on the company's website. | |
| 6.2. | Company website | Telkom uses Company Website as a medium of communication. | Telkom Website |
| 6.3. | Analyst's briefing | The company carries out various forms of communication to analysts and investors, including site visit investors, day investors, conference calls and analyst meetings. | Investors Calendar |
| 6.4. | Media briefings/ press conferences | Telkom uses press conference as communication channel which its content is published through news release. The information may be accessed through Telkom Website (News - Press Release). | |
| 7. | Timely filing/ release of annual/ financial reports | ||
| 7.1. | Are the audited annual financial report / statement released within 120 days from the financial year end? | The audited financial report of 2022 was released on March 24, 2023. | |
| 7.2. | Is the annual report released within 120 days from the financial year end? | Annual Report of 2022 was released on April 5, 2023. | |
| 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? | The true and fair representation of the Annual Report FY 2022 is affirmed by the Ririek Adriansyah as President Director and Heri Supriadi as Finance Director. | Annual Report FY 2022, page 35 |
| 8. | Company website (Does the company have a website disclosing up-to-date information on the following:) | ||
| Does the company have a website disclosing up-to-date information on the following: | |||
| 8.1. | Financial statements/ reports (latest quarterly) | The company disclosed quarterly financial reports and Info memo on the company's website. | |
| 8.2. | Materials provided in briefings to analysts and media | Telkom disclosed materials provided to analysts and media through Investor Relations menu. | |
| 8.3. | Downloadable annual report | Information regarding the company's Annual Report FY 2022 is publicly accessible through company's official website at Investor Relations menu. | Annual Report |
| 8.4. | Notice of AGM and/ or EGM | Information regarding to Notice of AGM and/or EGM is publicly accessible through company's official website at Investor Relations menu. | |
| 8.5. | Minutes of AGM and/ or EGM | Information regarding to Minutes of AGM and/or EGM is publicly accessible through company's official website at Investor Relations menu. | GMS (General Meeting of Shareholders) |
| 8.6. | Company's constitution (company's by-laws, memorandum and articles of association) | Telkom has disclosed the Articles of Association of the Company on Telkom's Website. There is no Amendment to the Articles of Association of the Company in 2023, therefore the Articles of Association is still referring to Deed No. 37 of 2022 dated 22 June 2022 made before Notary Ashoya Ratam, S.H., M.Kn. | Telkom's Article of Association |
| 9. | Investor relations | ||
| 9.1. | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer/ office responsible for investor relations? | Telkom has disclosed detail of contact from Investor Relations Unit available at Telkom Website. Contact detail corporate Communication unit and Investor Relation Unit (Telkom Website). |
Contact Details |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Board Duties and Responsibilities | ||
| Clearly defined board responsibilities and corporate governance policy | |||
| 1.1. | Does the company disclose its corporate governance policy/ board charter? | Telkom has disclosed Board Manual, available at Telkom Website (GCG - Board of Commissioners and Directors Work Ethics). | Board Manual |
| 1.2. | Are the types of decisions requiring board of directors/ commissioners' approval disclosed? | Based on the Article 12 section 7 of Articles of Association of the Company, it determines the types of actions by Board of Director that shall acquired written approval from Board of Commissioner. | Article 12 section 7 of Telkom's Article of Association |
| 1.3. | Are the roles and responsibilities of the board of directors/ commissioners clearly stated ? | The roles and responsibilites of Telkom's Board of Directors/ Commissioners are stated in: Article 12 and 15 of Telkom's Articles of Association and Board Manual. |
Article 12 of Telkom's Article of Association Article 15 of Telkom's Article of Association |
| Corporate Vision/Mission | |||
| 1.4. | Does the company have an updated vision and mission statement? | Vision and Mission of Telkom are disclosed in website. | Profile and Brief History |
| 1.5. | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? | The Board of Directors play most significant role in developing and reviewing annual Telkom's strategy. This is stipulated under the Article 17 of Telkom's Articles of Association, that requires the Board of Directors to prepare the report on the business strategy in the model of Company's Annual Work Plan and Budget for each financial year. | Article 17 of Telkom's Articles of Association |
| 1.6. | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
The Board of Directors have the duties in carrying out all actions related to and responsible for the management of the Company and for the interest of the Company. Furthermore, Telkom's Board of Directors also required to prepare the following documents to achieve the target of the Company: To evaluate the implementation progress of company’s strategy, Telkom’s Board of Directors through a Meeting of the Board of Directors or under the joint approval mechanism shall be authorized to strive to achieve the target indicators for financial, operational and administrative aspects used as the basis for assessing the level of health of the Company in accordance with the performance target determined by the Shareholders and to establish performance targets and performance evaluation of the Company, Directorates, Operation Units and Business Units. |
Article 12 section 1 of Telkom's of Articles of Association Article 17 section 1(a) of Telkom's of Articles of Association Board Manual, Chapter II Part D section 1 and section 2 |
| 2. | Board Structure | ||
| Code of Ethics or Conduct | |||
| 2.1. | Are the details of the code of ethics or conduct disclosed? | Details of Telkom's code of conduct was stated in Annual Report FY 2022, page 255-256. | Annual Report FY 2022, page 255-256 |
| 2.2. | Are all directors/ commissioners, senior management and employees required to comply with the code/s? | The codes apply to all employee including director and commissioner throughout the organization as stated in Annual Report FY 2022, page 255-256 and Telkom's website. | |
| 2.3. | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | Process to monitor compliance with the code of ethics through e-learning about work ethics and signing integrity pact every year and online survey program on business ethics as stated in Annual Report FY 2022, page 42-43, 255-256 and Telkom's website. |
Annual Report FY 2022, page 42-43 |
| Board Structure & Composition | |||
| 2.4. | Do independent directors/ commissioners make up at least 50% of the board of directors/ commissioners? | Based on the Summary of Minutes of AGMS FY 2022, the composition of independent commissioner is 4 (four) out of 10 (ten) members of Board of Commissioners. | Summary of Minutes of AGMS FY 2022 |
| 2.5. | Does the company have a term limit of nine years or less or 2 terms of five years 1 each for its independent directors/ commissioners? |
It is regulated that the term of office of Board of Directors and Board of Commissioners shall be 5 (five) years and can be reappointed for 1 (one) term of office. (Article 11 section 12 and Article 14 section 14 of Telkom’s Articles of Association). Furthermore, the term of office is also regulated under the Indonesian State-Owned Entities Act No.19 of 2003 and Government Regulation No. 45 of 2005 concerning Establishment, Management, Supervision, and Dissolution of State-Owned Entities as lastly amended by GR No. 23 of 2022, which stated that the term of of office for member of Board of Commissioners and Directors are determined for 5 (five) years and possible to be reappointed for 1 (one) term of office. |
Article 11 section 12 of Telkom's Articles of Association Article 14 section 14 of Telkom's Articles of Association Indonesian State-Owned Entities Act No.19 of 2003 Government Regulation No. 45 of 2005 concerning Establishment, Management, Supervision and Dissolution of State-Owned Entities as lastly amended by GR No. 23 of 2022 |
| 1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 | |||
| 2.6. | Has the company set a limit of five board seats that an individual independent/ non-executive director/ commissioner may hold simultaneously? | The Members of the Board of Directors and Board of Commissioners are prohibited from holding concurrent positions. This provision is regulated under Article 11 section 28, Article 14 section 29 of Telkom's Articles of Association, and Board Manual Chapter II Part Q. |
Article 11 section 28 of Telkom's Articles of Association |
| 2.7. | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? | All of directors do not have any directorship in other listed company. | Annual Report FY 2022, page 208 |
| Nominating Committee | |||
| 2.8. | Does the company have a Nominating Committee? | Telkom has a Committee for Nomination and Remuneration assisting the Board of Commissioners. Available at Telkom Website (GCG - Committees). | Commitees |
| 2.9. | Is the Nominating Committee comprised of a majority of independent directors/ commissioners? | Committee for Nomination and Remuneration of Telkom consist of 2 (two) independent commissioners and 5 (five) commissioners, which is stated in Telkom's official website. | Commitees |
| 2.10. | Is the chairman of the Nominating Committee an independent director/ commissioner? | The chairman of Committee for Nomination and Remuneration was independent commissioners, named Wawan Iriawan. | Commitees |
| 2.11. | Does the company disclose the terms of reference/ governance structure/ charter of the Nominating Committee? | Telkom has listed Charter of the Nomination Committee through Telkom Website and Annual Report FY 2022, page 194-198. | |
| 2.12. | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | Telkom is obliged to comply with OJK Regulation No. 34/POJK.04/2014 regarding Committee for Nomination and Remuneration which regulates the minimum number of Committee for Nomination and Remuneration Meeting at least once in 4 (four) months. It was stated in Annual Report FY 2022, page 196: the meeting attendance of the Nominating Committee in 2022. | Annual Report FY 2022, page 196 |
| Remuneration Committee/ Compensation Committee | |||
| 2.13. | Does the company have a Remuneration Committee? | Telkom has a Committee for Nomination and Remuneration assisting the Board of Commissioners. Available at Telkom Website (GCG - Committees). | Commitees |
| 2.14. | Is the Remuneration Committee comprised of a majority of independent directors/ commissioners? | Committee for Nomination and Remuneration of Telkom consist of 2 (two) independent commissioners and 5 (five) commissioners, which is stated in Telkom's official website. | Commitees |
| 2.15. | Is the chairman of the Remuneration Committee an independent director/ commissioner? | The chairman of Committee for Nomination and Remuneration was independent commissioners, named Wawan Iriawan. | Commitees |
| 2.16. | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? | Telkom has listed Charter of the Nomination Committee through Telkom Website and Annual Report FY 2022, page 194-198. | |
| 2.17. | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | Telkom is obliged to comply with OJK Regulation No. 34/POJK.04/2014 regarding Committee for Nomination and Remuneration which regulates the minimum number of Committee for Nomination and Remuneration Meeting at least once in 4 (four) months. It was stated in Annual Report FY 2022, page 196: the meeting attendance of the Remuneration Committee in 2022. In 2022, Telkom's Remuneration Committee Meeting has held 40 meetings. | Annual Report FY 2022, page 196 |
| Audit Committee | |||
| 2.18. | Does the company have an Audit Committee? | Telkom has Audit Committee which runs its functions accordingly on Telkom Website. | Committees |
| 2.19. | Is the Audit Committee comprised entirely of non-executive directors/ commissioners with a majority of independent directors/ commissioners? | Audit Committee of Telkom consist of 4 (four) independent commissioners and 2 (two) independent member, which is stated in Telkom's official website. | Committees |
| 2.20. | Is the chairman of the Audit Committee an independent director/ commissioner? | The chairman of Audit Committee was Independent commisioner, named Bono Daru Adji. | Committees |
| 2.21. | Does the company disclose the terms of reference/ governance structure/ charter of the Audit Committee? | Telkom has listed Charter Audit Committee through Telkom Website and Annual Report FY 2022, page 186-193. | |
| 2.22. | Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? | Telkom has 2 (two) members of Audit Committe as independent members with accounting qualification. It was stated in Annual Report FY 2022, page 188-189. | Annual Report FY 2022, page 188-189 |
| 2.23. | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? | Telkom has Audit Committee that conducts regular meeting at least once in 3 (three) months as stated in Annual Report FY 2022, page 192. | Annual Report FY 2022, page 192 |
| 2.24. | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | Telkom has Audit Committee that responsible to assist the Board of Commissioners in the process of selecting independent auditors to conduct the integrated audit for the Company and its consolidated subsidiaries based on independence, the scope of work and service fee. | Annual Report FY 2022, page 186 |
| 3. | Board Processes | ||
| Board meetings and attendance | |||
| 3.1. | Are the board of directors meeting scheduled before the start of financial year? |
According to Articles of Association, Board of Directors meetings has provision for holding Internal Meeting 1 (once) every month. If needed, Board of Directors can hold other Meeting any time. In 2022 there are 54 Board of Directors Meeting. In addition, refer to Board Manual section VI about Calendar of Events, the Board of Directors Meetings has been setup 1 (once) every month and if needed, Board of Directors can hold other Meeting any time. According to this time plan then The Corporate Secretary will arrange every formal invitation and the agenda for Board of Directors Meeting. At the beginning of the financial year, the Reporting Framework (as attached ) will be explained to the Board of Director, so that Board of Directors will know type of performance report that need to be prepared every week. |
|
| 3.2. | Does the board of directors/ commissioners meet at least six times during the year? | Board of Directors and Board of Commissioners meetings in 2022 are stated in Annual Report FY 2022. There are 12 (twelve) BoC-BoD meeting in 2022. | Annual Report FY 2022, page 179-183 |
| 3.3. | Has each of the directors/ commissioners attended at least 75% of all the board meetings held during the year? | Each of the directors/commissioners attended at least 75% of all the board meetings held in 2022. Please see table in Annual Report FY 2022, page 183-184 : Board Commissioner and Board of Directors Attendance at Joint Meetings. | Annual Report FY 2022, page 183-184 : Table of Board Commissioner and Board of Directors Attendance at Joint Meetings. |
| 3.4. | Does the company require a minimum quorum of at least 2/3 for board decisions? | A quorum is reached when more than half of the members of the Board of Directors are present or legally represented at the Meeting. It also applies to the meeting of the Board of Commissioners |
Annual Report FY 2022, page 175
Article 13 section 13 and 15 of Telkom's Article of Association |
| 3.5. | Did the non-executive directors/ commissioners of the company meet separately at least once during the year without any executives present? | Separate Board of Commissioner meetings was held 27 times during the year 2022. | Annual Report FY 2022, page 176-178 |
| Access to information | |||
| 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? | Board papers for every Quarters BoC-BoD meetings provided to the board at least 5 (five) business days in advance of the board meeting. | |
| 3.7. | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | In accordance with POJK No. 35/POJK.04/2014, Corporate Secretary/ Investor Relations facilitates internal communication between the Board of Directors and the Board of Commissioners. The Corporate Secretary establish relationships between the Company and its stakeholders, especially the Government, Shareholders, and Financial Services Authority. In terms of compliance, Corporate Secretary also plays an important role in ensuring that Telkom can follow the Capital Market regulations. | Annual Report FY 2022, page 217 |
| 3.8. | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | Corporate Secretary education and training has been carried out 8 times in 2022. | Annual Report FY 2022, page 220 |
| Board Appointments and Re-Election | |||
| 3.9. | Does the company disclose the criteria used in selecting new directors/ commissioners? | Telkom has disclosed the criteria used in selecting new members of the Board of Directors and Board of Commissioners, which stipulated in Article 11 section 3 and Article 14 section 4 of Telkom’s Article of Association. | |
| 3.10. | Did the company describe the process followed in appointing new directors/ commissioners? | Telkom has disclosed the process in appointing new directors/ commissioners as regulated under Article 11 section 10 and Article 14 section 12 of Telkom’s Article of Association). . | |
| 3.11. | Are all directors/ commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? |
The period of office of Board of Directors and Board of Commissioners of the Company shall be 5 (five) years and can be reappointed for 1 (one) period of office, as stipulated under:
|
Article 11 section 12 of Telkom’s Article of Association Article 14 section 14 of Telkom’s Article of Association Indonesian State-Owned Entities Act No.19 of 2003 Article 19 and Article 52 of Government Regulation No. 45 of 2005, regarding Establishment, Management, Supervision and Dissolution of State-Owned Enterprises as lastly amended by Government Regulation No. 23 of 2022 |
| 2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 | |||
| Remuneration Matters | |||
| 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? | Telkom has stated the details of remuneration refers to PER-04/MBU/2014 & PER-12/MBU/11/2020 in Annual Report FY 2022, page 197-198. | Annual Report FY 2022, page 197-198 |
| 3.13. | Is there disclosure of the fee structure for non-executive directors/ commissioners? | Telkom has the fee structure for non executive directors/ commisioners refers to PER-04/MBU/2014 & PER-12/ MBU/11/2020 are honorarium, allowances (religious, transportation, post-employment insurance), medical facility, legal facility and tantiem. It was stated in Annual Report FY 2022, page 197-198. |
Annual Report FY 2022, page 197-198 |
| 3.14. | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/ or the senior executives? | Telkom’s shareholders approved the remuneration of the Board of Directors and Board of Commissioners in the AGMS (Announcement Resolutions of Telkom AGMS FY 2022). | 3rd Agenda, Summary Minutes of AGMS FY 2022 |
| 3.15. | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses? | Telkom has disclosed the performance of the Board of Directors based on the achievement of the Key Performance Indicator (KPI) in accordance with the Articles of Association of the company, as well as the realization of the RKAP. It was stated in Annual Report FY 2022, page 184-185. | Annual Report FY 2022, page 184-185 |
| Internal Audit | |||
| 3.16. | Does the company have a separate internal audit function? | Telkom has separate internal audit function regarding internal control, risk management, and corporate governance as stated in Annual Report FY 2022, page 223. | Annual Report FY 2022, page 223 |
| 3.17. | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | Telkom has disclosed the profile of Senior Vice President Internal Audit (Mr. Daru Mulyawan) as stated in Annual Report FY 2022, page 222. | Annual Report FY 2022, page 222 |
| 3.18. | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | Appointment and removal of SVP Internal Audit is the responsibility of President Director after obtaining approval of Board of Commissioner. It was stated in Annual Report FY 2022, page 223. | Annual Report FY 2022, page 223 |
| Risk Oversight | |||
| 3.19. | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | Telkom establish a sound internal control procedures/ risk management framework as stated in Annual Report FY 2022, page 226-229. | Annual Report FY 20221, page 226-229 |
| 3.20. | Does the Annual Report/ Annual CG 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? | Telkom has conducted an assesment of the effectiveness of internal control over financial reporting 2022. It was stated in Annual Report FY 2022, page 227-228. | Annual Report FY 2022, page 227-228 |
| 3.21. | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | Telkom has disclosed the key risk on telecommunication business as stated in Annual Report FY 2022, page 237-240. | Annual Report FY 2022, page 237-240 |
| 3.22. | Does the Annual Report/ Annual CG 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? | Telkom ensures the effectiveness of implementation Internal Audit activities by implementing SOA 302/404 as stated in Annual Report FY 2022, page 227-228. | Annual Report FY 20221, page 227-228 |
| 4. | People on the Board | ||
| Board Chairman |
|
||
| 4.1. | Do different persons assume the roles of chairman and CEO? | President Director is held by Mr. Ririek Adriansyah and President Commissioner were held by Mr. Bambang Permadi Soemantri Brodjonegoro. It was stated in Annual Report FY 2022, page 152-157. | Annual Report FY 2022, page 152-157 |
| 4.2. | Is the chairman an independent director/ commissioner? | President Commissioner of Telkom is an Independent Commissioner (Mr. Bambang Permadi Soemantri Brodjonegoro) as stated in Annual Report FY 2022, page 173. | Annual Report FY 2022, page 173 |
| 4.3. | Is any of the directors a former CEO of the company in the past 2 years? | Telkom has no Board of Directors previously positioned as President Director in the last 2 (two) years as stated in Annual Report FY 2022, page 152-161. | Annual Report FY 2022, page 152-161 |
| 4.4. | Are the roles and responsibilities of the chairman disclosed? | Telkom has disclosed the roles and responsibilities of the chairman as stated in Annual Report FY 2022, page 162-163. | Annual Report FY 2022, page 162-163 |
| Lead Independent Director | |||
| 4.5. | If the Chairman is not independent, has the Board appointed a Lead/ Senior Independent Director and has his/ her role been defined? | President Commissioner of Telkom is an Independent Commissioner as stated in Annual Report FY 2022, page 174. | Annual Report FY 2022, page 174 |
| Skills and Competencies | |||
| 4.6. | Does at least one non-executive director/ commissioner have prior working experience in the major sector that the company is operating in? | Telkom has Mr. Ismail as Commissioner who previously work in the field of information technology as stated in Annual Report FY 2022, page 52-56. | Annual Report FY 2022, page 52-56 |
| 5. | Board Performance | ||
| Directors Development | |||
| 5.1. | Does the company have orientation programmes for new directors/ commissioners? | Telkom has orientation programmes for new directors. Details of the orientation (introductory program) as stated in Chapter I Point L and Chapter II Point O of Board Manual. |
Annual Report FY 2022, page 164-172 Annual Report FY 2022, page 206 |
| 5.2. | Does the company have a policy that encourages directors/ commissioners to attend on-going or continuous professional education programmes? | Telkom has policy that encourages Directors/ Commissioners to improve their competencies through professional education programmes as stated in Annual Report FY 2022, page 206. | Annual Report FY 2022, page 206 |
| CEO/Executive Management Appointments and Performance | |||
| 5.3. | Does the company disclose the process on how the board of directors/ commissioners plans for the succession of the CEO/Managing Director/ President and key management? | Based on Article 11 section 10 and Article 14 section 12 of Telkom’s Articles of Association, members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Shareholders of Series A Dwiwarna shares, which nomination shall bind the GMS. Furthermore, the Annual Report also has disclosed the role of Committee for Nomination and Remuneration in such process. |
Article 11 section 10 of Telkom’s Article of Association Article 14 section 12 of Telkom’s Article of Association |
| 5.4. | Does the board of directors/ commissioners conduct an annual performance assessment of the CEO/ Managing Director/ President? | Telkom has disclosed an annual performance assesment of the CEO/Managing Director/President based on realization of management contract and determination of the final performance score as stated in Annual Report FY 2022, page 184-185. | Annual Report FY 2022, page 184-185 |
| Board Appraisal | |||
| 5.5. | Did the company conduct an annual performance assessment of the board of directors/ commissioners and disclose the criteria and process followed for the assessment? | Telkom has disclosed the criteria and process of the annual performance assesment of the CEO/Managing Director/President as stated in Annual Report FY 2022, page 184-185. | Annual Report FY 2022, page 184-185 |
| Director Appraisal | |||
| 5.6. | Did the company conduct an annual performance assessment of the individual directors/ commissioners and disclose the criteria and process followed for the assessment? | An annual performance assesment of the individual Directors/Commissioners based on achievement of specific KPI at the end of year as states in Annual Report FY 2022, page 184-185. | Annual Report FY 2022, page 184-185 |
| Committee Appraisal | |||
| 5.7. | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | An annual performance assesment of the Board Committee based on target and achievement of the Key Performance Index (KPI) at the end of the year as stated in Annual Report FY 2022, page 184-185. | Annual Report FY 2022, page 184-185 |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| (B)A. | Right of Shareholder | ||
| (B)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. | ||
| (B)A.1.1. | Does the company practice secure electronic voting in absentia at the general meetings of shareholders? |
Yes, the Company practices secure electroning voting in absentia at the general meeting of shareholders. For the shareholders who can not attend the Meeting physically, the Company allows the shareholders to attend the Meeting and cast a vote electronically through KSEI System facility called as eASY.KSEI by the link provided by KSEI and informed by the Company to shareholders through AGMS Notice FY 2022 and Code of Conduct of AGMS FY 2022. Shareholders also may grant their power of attorney electronically to the Proxy through eASY.KSEI application or in writing. |
|
| (B)B. | Equitable treatment of shareholders | ||
| (B)B.1. | Notice of AGM | ||
| (B)B.1.1. | 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? | Telkom releases its notice of AGM with detailed agenda and the explanation in the AGM Notice. Telkom has also announced the AGM Notice to the Exchange less than 28 days before the date of AGM. Both of these releases are in the company official website. | AGMS Notice FY 2022 |
| (B)C. | Roles of Stakeholders | ||
| (B)C.1. | The rights of stakeholders that are established by law or through mutual agreements are to be respected | ||
| (B)C.1.1. | Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? | Telkom has adopted an internationally recognized reporting framework for sustainability (GRI and SASB) | Sustainability Report FY 2022, page 85-88 |
| (B)D. | Disclosure and transparency | ||
| (B)D.1. | Quality of Annual Report | ||
| (B)D.1.1. | Are the audited annual financial report /statement released within 60 days from the financial year end? | Audited annual financial statement is released on April 05, 2023. The information is mentioned in www.idx.co.id | Annual Report FY 2022, page 27 |
| (B)D.1.2. | Does the company disclose details of remuneration of the CEO? | Telkom has disclosed details of remuneration of the CEO. | Annual Report FY 2022, page 197-198 |
| (B)E. | Responsibilities of the Board | ||
| (B)E.1. | Board Competencies and Diversity | ||
| (B)E.1.1. | Does the company have at least one female independent director/ commissioner? | Telkom has 1 (one) female director from Director Consumer Service and PLT Director of Enterprise & Business Service named FM Venusiana R. | Telkom's BOD |
| (B)E.1.2. | Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? | Telkom has BoD and BoC Diversity Policy. Company combines diversity as combination of skill, expertise and good integrity following Telkom's need in digital age | |
| (B)E.2. | Board Structure | ||
| (B)E.2.1. | Is the Nominating Committee comprise entirely of independent directors/ commissioners? | Some of Nominating Commitee are independent commisioner | Annual Report FY 2022, page 195 |
| (B)E.2.2. | Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? | Nominating Committee undertakes the process of identifying the quality of the directors aligned with the company's strategic directions. | Annual Report FY 2022, page 194-195 |
| (B)E.3. | Board Appointments and Re-Election | ||
| (B)E.3.1. | Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/ commissioners? |
Members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Shareholders of Series A Dwiwarna shares, which nomination shall bind the GMS (Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association) In addition, the election of members of Board of Directors and Board of Commissioners during Financial Year 2022 shall be conducted referred to: Regulation of the Minister of State-Owned Enterprise No. PER-11/MBU/07/2021 dated 30 July, 2021 regarding Requirements, Procedures for Appointment, and Dismissal of Members of the Board of Directors of State-Owned Enterprises and Regulation of the Minister of State-Owned Enterprise No. PER-10/MBU/10/2020 dated October 09, 2020 regarding Amendments to the Regulation of the Minister for State-Owned Enterprises Number PER-02/MBU/02/2015 concerning Requirements and Procedures for the Appointment and Dismissal of Members of the Board of Commissioners and Supervisory Board of State Owned Enterprises. Currently, these regulations has been revoked by Regulation of the Minister of State-Owned Enterprise No. PER-03/MBU/03/2023 regarding Organs and Human Resource State-Owned Enterprise which effectively applicable at 20 March 2023. |
Article 11 section 10 of Telkom's Article of Association. Article 14 section 12 of Telkom's Article of Association. Regulation of the Minister of State-Owned Enterprise No. PER-11/MBU/07/2021 Regulation of the Minister of State-Owned Enterprise No. PER-10/MBU/10/2020 Regulation of the Minister of State-Owned Enterprise No. PER-03/MBU/03/2023 |
| (B)E.4. | Board Structure & Composition | ||
| (B)E.4.1. | Do independent non-executive directors/ commissioners make up more than 50% of the board of directors/ commissioners for a company with independent chairman? | Some of Board of Commissioners are independent commissioner | Annual Report FY 2022, page 173 |
| (B)E.5. | Risk Oversight | ||
| (B)E.5.1. | Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board? | Telkom describes its governance process by using Risk Management System & Policy as stated in Annual Report FY 2022, page 229-245 | Annual Report FY 2022, page 229-245 |
| (B)E.6. | Board Performance | ||
| (B)E.6.1. | Does the company have a separate board level Risk Committee? | Telkom has seperate board level Risk Committee named commitee for planning and risk evaluation and monitoring | Annual Report FY 2022, page 199-201 |