A.

DEFINISI COORPORATE GOVERNANCE

• Proses dan struktur yang diterapkan dalam
menjalankan perusahaan, dengan tujuan utama
meningkatkan nilai pemegang saham dalam jangka
panjang, dengan tetap memperhatikan kepentingan
stakeholder yang lain (IICG, 2000)
• Hubungan berbagai partisipan dalam menentukan
arah dan kinerja koorporasi (Monks dan Minow,
1995)

2
BAGAN-1 : ETHICS

BUSI- PROS- CORPO-RATE

NESS ??
PERITY

GCG
LAW

2
B. PRINSIP-PRINSIP CORPORATE GOVERNANCE

• Keterbukaan , integritas, dan akuntabilitas (Cadbury,

1992)
• Fairness, tranparancy, accountability, responsibility
yang mencakup lima aspek yaitu perlindungan hak-hak
pemegang saham, perlakukan adil terhadap seluruh
pemegang saham, peranan stakeholder dalam
Corporate Governance, keterbukaan dan transparansi
dan peranan Board of Director dalam Perusahaan
(OECD)

4
C. CORPORATE GOVERNANCE di
INDONESIA
• Keputusan Meteri Koordinator Ekonomi, Keuangan,
dan Industri No. Kep-10/M.EKUIN/08/1999,
membentuk Komite Nasional bagi Pengelolaan
Perusahaan yang mempunyai tugas untuk merumukan
dan merekomendasikan kebijakan nasional mengenai
Pengelolaan Perusahaan.
• Komite Nasional ini merumuskan Kerangka Kerja Good
Corporate Governance atau Pedoman Good Coorporate
Governance (2001)

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C. CORPORATE GOVERNANCE di INDONESIA – con’t

• Tujuan Pedoman ini adalah ;

🡪 Memaksimalkan nilai perusahaan dan pemegang saham dengan
mengembangkan transparansi, kepercayaan dan
pertanggungjawaban, serta menetapkan sistem pengelolaan yang
mendorong dan mempromosikan kreativitas dan kewirausahaan
yang progresif
🡪 Merekomendasikan perusahaan agar memper-hatikan berbagai
kepentingan yg berbeda dari para pihak yg mempunyai kepentingan
thd perusahaan.
🡪 Keputusan yang dilakukan oleh pemegang saham harus
berdasarkan moralitas yg baik & prinsip-prinsip warga perusahaan
yang baik dan bertanggung jawab sosial
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D. PEDOMAN INI DIKLASIFIKASIKAN
DALAM 13 KELOMPOK

1. Hak-hak pemegang saham dan prosedur RUPS

2. Dewan Komisaris
3. Direksi
4. Sistem Audit
5. Sekretaris Perusahaan
6. Pihak-pihak yang berkepentingan

7
D. PEDOMAN INI DIKLASIFIKASIKAN DALAM
13 KELOMPOK - con’t

7. Keterbukaan
8. Kerahasiaan
9. Informasi orang dalam
10. Etika berusaha dan Anti Korupsi
11. Donasi
12. Kepatuhan pada peraturan perundang-unadangan
tentang proteksi kesehatan, keselamatan kerja, dan
pelestarian lingkungan
13. Kesempatan kerja yang sama

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E. GOOD CORPORATE GOVERNANCE
(Tata Kelola Korporasi yang Baik)

• Indonesia menerapkan GCG sejak

menandatangani LOI dengan IMF
• Komite Kebijakan GCG : “ perusahaan di
Indonesia mempunyai tanggung jawab untuk
menerapkan standar GCG yang btelah diterapkan
di tingkat Nasional”
• Banyak perusahaan yang telah menjadi miliki
publik yang belum mampu menerapkan Tata
Kelola Korporasi yang Baik

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F. Praktik yang bertentangan dengan GCG di Indonesia

• Konsentrasi kepemilikan oleh pihak tertentu yang

memungkinkan terjadinya hubungan afiliasi antara
pemilik, pengawas dan direktur perusahaan
• Tidak efektifnya peran Dewan Komisaris
• Lemahnya law enforcement

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G. TINDAKAN PEMERINTAH INDONESIA
• Diterbitkan surat Edaran Bapepam No. SE-03/PM/2000
tentang Komite Audit (1 Juli 2000)
• Dibentuk Komite Nasional mengenai Kebijakan
corporate Governance (1999)
• Di sektor swasta disosialisasikan Corporate Governance

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1). TO ENSURE COMPANIES, THEIR DIRECTORS AND EMPLOYEES
BEHAVE : PRUDENTLY, LEGALLY AND RESPONSIBLY.

2). THE COMPANIES SHOULD RECOGNIZE THEIR OBLI-GATION NOT

ONLY TO THEIR SHAREHOLDERS BUT ALSO TO OTHERS
DIRECTLY INVOLVED WITH THEIR BUSINESS.  THE DIRECTORS
SHOULD BE ACCOUNT-ABLE TO THEIR SHAREHOLDERS;

3). COMPANIES ARE EXPECTED NOT JUST TO BE LEGAL-LY AND

FINANCIALLY SOUND BUT ALSO TO BE ABLE TO DEMONSTRATE
THAT THEIR DIRECTORS & EMPLOYEES ARE FULFILLING EVER
MORE ONEROUS (= NEEDING EFFORT) AND DETAILED
STANDARD OF CORPORATE GOVERNANCE;

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4). TO INTERLOCK (CONNECT) ECONOMIC, ENVIRON-MENTAL AND
SOCIAL MANAJEMENT ISSUES;

5). TO DEVELOP MORE EFFECTIVE AND EFFICIENCE :

a. THE CONSTITUTION;
b. THE CONDUCT (BEHAVIOUR) OF BOARDS OF DIRECTORS;
c. THE RELATIONSHIPS BETWEEN : DIRECTORS, EMPLOYEES
AND SHAREHOLDERS;

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 CGG CONCERNS ASPECTS OF THE COMPANY, BOARD OF
DIRECTORS, AND BUSINESS, EXTERNALLY AND INTERNALLY
INCLUDING :

2.1. THE BOARD

2.2. BOARD OF COMMITTEES

2.3. MANAGEMENT STRUCTURE

2.4. COMMUNICATION
2.5. STATEMENT OF BUSINESS PRACTICE

2.6. PROGRAMME

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 CGG CONCERNS ASPECTS OF THE COMPANY, BOARD OF
DIRECTORS, AND BUSINESS, EXTERNALLY AND INTERNALLY
INCLUDING :

2.7. RISK MANAGEMENT

2.8. RESPONSIBILITIES OF THE DIRECTORS
FINANCIAL REPORTING
2.9. DEALING IN SECURITIES

2.10. SHAREHOLDERS

2.11. BUSINESS INTEGRITY

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2.1. THE BOARD :

= THE BOARD MEMBERS ARE COLLECTIVELY RESPONSIBLE FOR THE

SUCCESS OF THE GROUP OF THE COMPANIES;

= THE CHAIRMAN & NON EXECUTIVE DIRECTORS :

(a). FORM A MAJORITY ON THE BOARD, AND,

(b). PROVIDE BROADLY BASED KNOWLEDGE & EXPERIENCE TO
THE BOARD’S DELIBERATIONS (CONSIDERATION)  THEY ARE
VITAL FOR :

(1). SETTING STRATEGIC AIMS, AND

(2). MAINTAINING CORPORATE ACCOUNTABILITY;

= THE POSITIONS OF CHAIRMAN AND CHIEP EXECUTIVE  ARE SAPERATE,

WITH CLEAR DIVISION OF RESPONSIBILITIES;

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 = THE BOARD’S RESPONSIBILITIES ARE :

a). TO DETERMINE WHETHER :

(1). INDIVIDUAL NON EXECUTIVE DIRECTORS ARE

INDEPENDENT;

(2). THERE ARE RELATIONSHIP OR CIRCUMTANCES WHICH ARE

LIKELY TO AFFECT, OR COULD APPEAR TO AFFECT, THE
DIRECTOR’S JUDGEMENT;

b). TO APPOINT A SENIOR INDEPENDENT EXECUTIVE

DIRECTOR TO PROVIDE AN INDEPENDENT CONDUIT
BETWEEN THE SHAREHOLDERS AND THE BOARD;

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c). THE DIRECTORS MEET REGULARLY AND HAVE A FORMAL
SCHEDULE OF MATTERS SPECIFICALLY RESERVED FOR THEIR
DECISSION;

= THERE IS A PROCEDURE FOR DIRECTORS TO OBTAIN

INDEPEN-DENT PROFESSIONAL ADVICE IN THE
FURTHERANCE OF THE DUTIES;

= ALL DIRECTORS HAVE FULL AND TIMELY ACCESS :

(1). TO INFORMATION, INCLUDING DIRECT ACCESS TO
EMPLOYEES AND COMPANY ADVISERS;
(2). TO DISCHARGE THEIR RESPONSIBILITIES FULLY AND
FFECTIVELY;
(3). TO THE ADVICE & SERVICES OF THE COMPANY
SECRETARY

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d). THE DIRECTORS ARE ELECTED BY SHAREHOLDERS AT THE ANNUAL
GENERAL MEETINGS FOLLOWING THEIR APPOINT-MENT AND,
THEREFORE ARE SUBJECT TO REELECTION AT LEAST ONCE EVERY
THREE YEARS;
 NON EXECUTIVE DIRECTORS ARE NORMALLY EXPECTED TO SERVE
AT LEAST TWO TERMS OF THREE YEARS AND, EXCEPT WHERE SPE-
CIAL CIRCUMTANCES JUSTIFY IT, WOULD NOT NORMALLY SERVE
MORE THAN THREE SUCH TERMS;

e). THE BOARD UNDERTAKES AN ANNUAL REVIEW OF THE DIVISION OF

RESPONSIBILITIES BETWEEN THE BOARD AND EXECUTIVE
MANAGEMENT & AN ANNUAL EVALUAIION OF ITS OWN PERFORMAN-
CE. INCLUDING THAT OF ITS COMMITEES AND INDIVIDUAL DIREC-
TORS, AND EXPLAIN ITS EVALUATION PROCEDURES IN THE ANNUAL
REPORT AND FINANCIAL STATEMENTS.

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 2.2. BOARD COMMITTEES :

= THE DIRECTORS ESTABLISH FOUR COMMITTEES WHICH ARE

FUNDAMENTAL FOR GCG IN THE GROUP. REPORT OF THEIR ACTIVITIES
ARE GIVEN REGULARLY TO THE BOARD AND MINUTES CIRCULATED TO
ALL DIRECTORS. THE COMMITTEE MEMBERS ARE ALL NON EXECUTIVE
DIRECTORS.
(a). AUDIT COMMITEES

= THE AUDIT COMMITTEE’S MAIN RESPONSIBILITIES INCLUDE:

(1). THE REVIEW OF ACCOUNTING PRINCIPLES, POLICIES AND
PRACTICES ADOPTED IN THE PREPARATION OF PUBLIC
FINANCIAL INFORMATION ;
(2). THE MAINTENANCE OF INTERNAL CONTROLS OVER
FINANCIAL INFOR-MATION ; THE MAINTENANCE OF
INTERNAL CONTROLS OVER FINANCIA REPORTING ;
(3). THE REVIEW WITH MANAGEMENT OF PROCEDURES RELATING
TO FINANCIAL AND CAPITAL EXPENDITURE CONTROLS, AND,
RISK MANAGEMENT SYSTEMS;

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(4). INTERNAL CONTROL, INCLUDING INTERNAL AUDIT PLANS &
REPORTS;

(5). THE REVIEW WITH EXTERNAL AUDITORS OF THE SCOPE &

RESULTS OF THE WORK;

(6). THE NOMINATION OF AUDITORS FOR APPOINTMENT BY

SHAREHOLDER;

(7). THE REVIEW OF CG PRACTICES;

(8). THE REPORT OF THE COMMITTEE IS REPRODUCED IN THE

“ANNUAL REPORT AND FINANCIAL STATEMENT”;

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(b). REMUNERATION COMMITEES

= THIS COMMITTEE IS RESPONSIBLE FOR DETERMINING THE BROAD

POLICY FOR :

b1. EXECUTIVE REMUNERATION (=PAY/GAJIH, REWARD) THAT WILL :

(a). ATTRACT,
(b). RETAIN (KEEP) , WITHOUT BEING EXCESSIVE;
(c). MOTIVATE,

b2. INDIVIDUAL REMUNERATION

b3. BENEFIT OF NON EXECUTIVE DIRECTORS, EXECUTIVE DIRECTORS,
AND SENIOR MANAGEMENT

= A SUMMARY OF REMUNERATION POLICY AND FULL DETAILS OF ALL

ELEMENTS OF THE RENUMERATION  OF DIRECTORS AND SPECIFIED
SENIOR MANAGERS  ARE SET OUT IN “REMUNERATION REPORT”
WHICH IS REPRODUCED IN THE “ANNUAL REPORT AND FINANCIAL
STATEMENTS”  TOGETHER WITH THE COMPOSITION OF THE
COMMITTEE;

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(c). NOMINATIONS COMMITEES

= THE MAIN RESPONSIBILITY OF THIS COMMITTEE IS THE PROCESS OF

MAKING APPOINMENTS TO THE BOARD CONSISTING OF :

c1. TO REVIEW THE BOARD’S STRUCTURE, SIZE & COMPOSITION

INCLUDING : THE BALANCE OF SKILLS, KNOWLADGE & EXPERIEN-
CE;

c2. TO DEAL WITH SUCCESSION PLANNING;

c3. TO PROVIDE A TRANSPARENT PROCEDURE FOR THE IDENTIFICA-

TION & NOMINATION OF CANDITATE FOR APPOINTMENT; And

c4. TO MAKE RECOMMENDATIONS TO THE BOARD;

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(d). COMMITTEE ON SOCIAL & ENVIRONMENTAL
ACCOUNTABILITY

= THE COMMITTEE IS RESPONSIBLE FOR REVIEWING THE EFFECTIVNESS

OF MANA-GEMENT POLICIES AND PROCEDURES IN DELIVERING THE
STANDARDS SET OUT IN;
= THE COMMITTEE CONSIDERS THOSE RELATING TO : HEALTH, SAFETY,
THE ENVI-RONMENT AND SOCIAL ISSUE;

= THE OVERALL OBJECTIVE OF THE COMMITTEE IS :

d1. TO PROMOTE THE DEVELOPMENT OF BUSINESS PRACTICES THROU-

GHOUT THE GROUP THAT ARE CONSISTENT WITH : THE HIGH
STANDARDS EXPECTED  OF A RESPONSIBLE MANAGED COMPANY;

d2. TO DEVELOP THE NECESSARY CLEAR ACCOUNTABILITY

ON THESE PRACTICES;

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2.3. MANAGEMENT STRUCTURE :

= IS DESIGNED TO FACILITATE A CLEAR FOCUS ON BUSINESS PERFOR-MANCE

AND THE OBJECTIVES OF THE GROUP OF COMPANIES;

= IS REFLECTED IN THE “ANNUAL REPORT AND FINANCIAL STATEMENT,

AND, IS BASED ON PRINCIPLE PRODUCTS AND GLOBAL SUPPORT
GROUPS;

2.4. COMMUNICATION :

= THE GROUP’S AFFAIRS ARE CONDUCTED IN AN ACCOUNTABLE &

TRANSPARENT MANNER  REFLECTING THE INTEREST OF ITS SHARE-
HOLDERS, EMPLOYEES, HOST COMMUNITIES AND CUSTOMERS, AS WELL
AS OTHERS EFFECTED BY THE GROUP’S ACTIVITIES;

25
2.4. COMMUNICATION :

THE COMMITMENT OF THE COMPANY IN COMMUNICATION, BOTH IN

PRIN-CIPLE AND PRACTICE, IS TO :
(1). TO MAXIMUM TRANSPARENCY CONSISTENT WITH GOOD GOVER-
NANCE AND COMMERCIAL CONFIDENTIALITY;

(2). COMMUNICATIONS ARE GIVEN HIGH PRIORITY.  INFORMATION IS

VERIFIED FOR ACCURACY INTERNALLY, AND AS APPROPIATE
EXTERNALLY, PRIOR TO PUBLIC RELEASE;
THE INTENT IS :
(a). TO TREAT SHAREHOLDERS EQUALLY IN THEIR
ACCESS TO INFORMATION;
(b). TO AVOID MAKING ANY INFORMATION
AVAILABLE ON A SELECTIVE BASIS;

(3). TO FOLLOW THE DISCLOSURE GUIDELINESS AND REGULATION OF

THE UK AND AUSTRALIAN STOCK EXCHANGE;

26
(4.). TO MAKE FULL USE OF ITS ANNUAL GENERAL MEETINGS &
OTHER FORUMS TO INFORMS SHAREHOLDERS AND THOSE WITH
SPECIFIC INTEREST ABOUT PAST PERFORMANCES AND
CURRENT DEVELOP-MENTS THROUGH APPRO-PRIATE
PRESENTATION.

(5). TO MAINTAIN A COMPREHENSIVE WEBSITE THAT INCLUDES A

SECTION ON THE GROUP’S CG, FROM WHICH REPORTS AND PUB-
LICATIONS CAN BE VIEWED AND/OR DOWNLOADED.

(6). TO SEEK AND WELCOME CONSTRUCTIVE CRITICISM: FACE TO

FACE AND WRITTEN COMMUNICATION ARE ROUTINALY USED .

27
2.5. STATEMENT OF BUSINESS
PRACTICE :

= TO PROVIDE THE DIRECTORS AND ALL GROUP EMPLOYEES WITH A

SUMMARY OF THE PRINCIPLE POLICIES AND PROCEDURES IN PLACE TO
HELP ENSURE THAT HIGH STANDARDS ARE MET:

(1). THE DIRECTORS ADOPT POLICIES AFTER WIDE CONSUL-TATION,

BOTH EXTERNALLY & WITHIN THE GROUP; ONCE, POLICIES ARE
COMMU-NICATED TO OPERATING COMPANIES WORLDWIDE
TOGETHER WITH GUIDANCE & SUPPORT ON IMPLEMEN-TATION,
OPERATIONS ARE THEN REQUIRED TO DEVOTE THE NECESSARY
EFFORTS AT MANAGEMENT LEVEL TO IMPLEMENT AND REPORT
ON THESE POLICIES.

(2). TO INCLUDE THE FOLLOWING POLICIES: COMMUNITIES,

EMPLOYMENT, ENVIRONMENT, HUMAN RIGHT, LAND ACCESS,
OCCUPATIONAL HEALTH, POLITICAL INVOLVMENT, SAFETY AND
SUISTAINABLE DEVELOPMENT. THESE POLICIES APPLY TO ALL
SUBSIDIARY COMPANIES.

28
(3). IN THE CASE OF BUSINESS PARTNERS, SUCH AS JOINT VEN-TURES &
ASSOCIATED COMPANIES, WHERE THE GROUP DOES NOT HAVE
OPERATING RESPONSIBILITY & CONTRACTORS, GROUP’S POLICIES
ARE COMMUNI-CATED TO THEM & THEY ARE ENCOURAGED TO
ADOPT SIMILAR POLICIES OF THEIR OWN; PRACTICAL ADVICE IS
OFFERED WHEREVER APROPRIATE.

2.6. PROGRAMME :

= THE GROUP DEVELOPS A KIND OF PROGRAMME THAT IS CALLED “WHISTLE

BLOWING PROGRAMME : SPEAK-OUT PROGRAMME”;  THE PROGRAMME
PROVIDES ALL EMPLOYEES AND CONTRACTORS WITH A CONFIDENTIAL
AND INDEPENDENT MEANS OF REPORTING ISSUES AND
COMMUNICATING CONCERN TO SENIOR MANAGEMENT WITHOUT FEAR
OF RECRIMINATION (COUNTER-CHARGE);

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2.7. RISK MANAGEMENT :

= TO MAXIMISE LONG TERM SHAREHOLDERS VALUE THROUGH

RESPONSIBLY AND SUSTAINABLY INVESTING IN MINING AND
RELATED ASSETS.  THE DIREC-TORS MAINTAIN A SOUND SYSTEM
OF INTERNAL CONTROL TO SAFEGUARD THE ASSETS;
= BUT, THE DIRECTORS SHOULD RECOGNIZE THAT CREATING SHARE-
HOLDERS VALUE IS THE REWARD FOR TAKING AND ACCEPTING
RISK;
(1). THE DIRECTORS ARE RESPONSIBLE FOR :
a). THE SYSTEM OF INTERNAL CONTROL;
b). REVIEWING ITS EFFECTIVENESS IN PROVIDING A
RESPONSIBLE ASSESSMENT AND MITIGATION OF RISK;

(2). THE DIRECTORS HAVE TO ESTABLISH PROCEDURES :

a). TO IDENTFY,
b). TO EVALUATE, AND SIGNIFICANT RISK FACED BY
c). TO MANAGE THE GROUP.

30
(3). THE PROCEDURES INCLUDE :
a). THE REVIEWS OF FINANCIAL, OPERATIONAL &
COMPLIANCE CONTROLS, AND,
b). RISK MANAGEMENT PROCEDURES
(4). THE PROCEDURES ARE DESIGNED TO MANAGE RATHER THAN TO
ELIMINATE THE RISK  BECAUSE OF LIMITATIONS INHERENT IN
ANY SUCH SYSTEM;
= ACCORDINGLY, THE PROCEDURES PROVIDE : REASONABLE BUT
NOT ABSOLUTE ASSURANCE AGAINST MATERIAL MISSTATE-
MENT OR LOSS;

31
2.8. RESPONSIBILITIES OF DIRECTORS FOR
FINANCIAL REPORTING :

= THE DIRECTORS ARE REQUIRED TO PREPARE FINANCIAL STATEMENTS

FOR EACH FINANCIAL PERIODE THAT GIVE A TRUE AND FAIR VIEW OF
THE STATE OF AFFAIRS OF THE GROUP, AS AT THE END OF :

(a). THE FINANCIAL PERIODE, AND,

(b). THE PROFIT OR LOSS AND CASH
FLOWS FOR THAT PERIODE;

= THE DIRECTORS ARE RESPONSIBLE FOR MAINTAINING PROPER

ACCOUNTING IN ACCORDANCE WITH GOVERNMENT ACT &
REGULATION;
= FINANCIAL STATEMENT FOR EACH FINANCIAL PERIOD ARE PREPARED
WHICH GIVE A TRUE & FAIR VIEW OF THE GROUP’S AFFAIRS AT THE
END OF THE FINANCIAL PERIOD & OF THE PROFIT OR LOSS & CASH
FLOWS FOR THAT PERIOD;

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= THE DIRECTORS HAVE A GENERAL RESPONSIBILITY FOR TAKING SUCH
STEPS AS ARE REASONABLY OPEN TO THEM TO SAFEGUARD THE
COMPANIE’S ASSETS, AND TO PREVENT AND DETECT FRAUD (=ILLEGAL
DECEPTION; PENIPUAN) AND OTHER IRREGULARITIES;

THEY CONDUCT AN ANNUAL REVIEW OF THE EFFECTIVENESS OF THE

GROUP’S SYSTEM OF INTERNAL CONTROLS AND PRODUCE AN ANNUAL
STATEMENT ON INTERNAL CONTROL;

(a). ETHICAL STANDARTS FOR FINANCIAL REPORTING:

= THE DIRECTORS, SENIOR MANAGEMENT, SENIOR FINANCIAL

MANA-GERS & OTHER EMPLOYEES PREPARING FINANCIAL
STATEMENTS ARE REQUIRED NOT ONLY TO CONDUCT
THEMSELVES WITH INTEG-RITY AND HONESTY BUT ALSO IN
ACCORDANCE WITH THE ETHICAL STANDARDS OF THEIR
PROFESSION AND/ OR BUSSINESS;

THEY MUST PROMOTE FULL, FAIR, ACCURATE, TIMELY & UNDERS-

TANDABLE DISCLOSURES (UNCOVERING) IN COMPLIANCE WITH
ALL APPLICABLE LAWS, RULES AND REGULATIONS IN ALL FINAN-
CIAL STATEMENTS;

33
(b). INTERNAL CONTROL OVER FINANCIAL REPORTING :

= THE BOARD IS RESPONSIBLE FOR ESTABLISHING AND

MAINTANING INTERNAL CONTROL OVER FINANCIAL
REPORTING TO PROVIDE REA-SONABLE ASSURANCE
REGARDING THE RELIABILITY OF FINANCIAL STATEMENTS;

THE BOARD PUBLISHES AN ASSESSMENT OF, AND REPORT ON, THE

INTERNAL CONTROL OVER FINANCIAL REPORTING IN THE “ANNUAL
REPORT AND FINANCIAL STATEMENT” THAT IN DUE COURSE WILL BE
ATTESTED (=DIAKUI) BY THE GROUP’S EXTERNAL AUDITORS.

34
2.9. DEALING IN SECURITIES :

= DIRECTORS AND SPECIFIED EMPLOYEES ARE PROHIBITED FROM DEA-

LING IN COMPANY’S SECURITIES DURING SPECIFIED PERIODS AND
CERTAIN CIRCUMTANCES;

= THE GROUP HAS IN PLACE POLICIES TO GOVERN DEALINGS IN THE

COMPANY SECURITIES THAT ARE NO LESS STRENGENT THAN THE
MODEL CODE.

= DIRECTORS AND EMPLOYEES ARE PROHIBITED FROM DEALING WHEN IN

POSSESSION OF PRICE SENSITIVE INFORMATION.

= DIRECTORS & SPECIFIED EMLOYEES ARE PROHIBITED FROM DEALING

DURING A CLOSE PERIOD “ OF UP TO TWO MONTHS BEFORE A PROFIT
ANNOUNCEMENT

35
2.10. SHAREHOLDERS :

= IN ORDER TO DELIVER SUPERIOR RETURNS TO SHAREHOLDERS OVER

TIME, THE GROUP TAKES A LONG TERM & RESPONSIBLE APPROACH TO
THE GROUP’S BUSINESS;
= TO ENCOURAGE THE SHAREHOLDERS TO INFORMED DECISSIONS :
(a). NOTICES OF SHAREHOLDRS MEETINGS;
(b). THE PROPOSED RESOLUTIONS &
EXPLANATIONS;

2.11. BUSINESS INTEGRITY :

= TO UNDERTAKE ITS BUSINESS WITH :

(a). INTEGRITY ; (b). HONESTY ; (c). FAIRNESS AT ALL TIMES ;
(d). BUILDING FROM A FOUNDATION OF COMPLIANCE (= ACT OF
COMPLYING) WITH RELEVANT LAWS AND REGULATIONS AND
INTERNATIONAL STANDARDS;

36
= THE GROUP SEEKS TO AVOID KONFLICK OF INTEREST; BREBARY IN ALL
ITS FORMS AS WELL AS CORPORATE INVOLVMENT WITH POLITICAL
PARTIES ARE PROHIBITED.
= PAYMENTS, DIRECT OR IN DIRECT, ARE MEET SOLALY FOR LEGITIMATE
BUSINESS SERVICES AND AT A RATE THAT REFLECT THERE MARKET
VALUE.

= THE GROUP ONLY ENGAGES BUSINESS PARTNERS, AGENTS AND OTHER

INTERMEDIARIES AFTER :
a). MAKING THEM EXPLICITLY AWARE OF THE GROUP’S POLICIES,
b). BEING SATISFIED THAT THEY WILL NOT PARTICIPATE IN
BRIBERY (SUAP) OR WITH POLITICAL PARTIES INDIRECTLY ON
THE GROUP’S BEHALF.

= THE COMPANY SUPPORTS THE PRINCIPLE OF FREE COMPETI-TION IN THE

MARKET AND RECOGNISES THE VALUE OF THE RULE OF LAW
WHEREVER IT OPERATES;

= THE GROUP SEEKS TO INFLUENCE THE PROMOTION OF SUCH AN

ENVIRONMENT CONSISSTENT WITH ITS BUSINESS ROLE.

37
Terima kasih