Corporate Governance Mechanism
Corporate governance mechanisms for the GCG implementation are reflected in a strong system. This is important, because in GCG implementation it is not enough just to rely on the governance structure pillars, but it is necessary to have clear rules in the form of a mechanisms. Governance mechanism can be defined as rules, procedures, and clear relationship between the parties that take decisions and parties that control/supervise the decisions. Collaboration between strong governance structure pillar and clear rules in the form of mechanism will generate professional, civilized, and integrated management in the business activities.
The Company has policy and procedure (GCG soft-structure) that are intended to encourage the Company to be able to conduct check and balance in every business activity based on the prevailing GCG principles, among others Good Corporate Governance guidelines that are validated by virtue of joint decree of the Board of Commissioners and Board of Directors No.40.3/SK/WBP/PEN/2015 dated December 1, 2015 on Corporate Governance Procedure of PT Waskita Beton Precast. The policies and procedures also serve as living document for all the ranks and levels in a company.
The Company has GCG soft-structure that consists of:
1. GCG Code
The GCG Code contains the basic Company management principles for carrying out its business activities, and the Company always complies with the implementation of GCG principles. The GCG Code is made with the intention of ensuring that all Company policies are prepared with an Objective, Risk, and Control approach, directed towards encouraging and setting checks and balances in each business process at every level and management function based on the spirit and principles of GCG. The GCG Code provides a coverage ranging from policy issues to basic policy reference for the implementation of activities in three levels, namely Corporate, Business, and Functional both concerning business activities, risk management, and required supporting functions. (uploads/GCG Practices-SK Pedoman GCG(1).pdf)
2. Guidelines for the Board of Directors and Board of Commissioners (Board Manual)
The Board Manual includes aspects related to the implementation of the working relationship between the Board of Commissioners and the Board of Directors in the Company with reference to the provisions contained in the Company`s Articles of Association and/ or other provisions contained in the prevailing laws and regulations, with the purpose of being a reference/ guidance regarding the duties and functions of each body, improve the quality and effectiveness of working relationships between bodies and applies the principles of Good Corporate Governance i.e. transparency, accountability, responsibility, independency and fairness.
2. Code of Conduct
The Code of Conduct provides guidance on how to act and behave in accordance with business and work ethics.
3. Committee Charter
Contains the working procedures for the committees in carrying out their functions of assisting the Board of Commissioners supervisory duties. The Committee Charter includes job descriptions for each Committee in assisting the Board of Commissioners in carrying out its duties to embody a competent and independent system and supervision of the Company.
4. Internal Audit Charter
Contains working procedures for Internal Audit in carrying out their functions in the Internal Control System as part of the GCG implementation. The Internal Audit Charter includes their vision and mission; internal audit objectives; the position of internal audit unit; authorities; obligations; independency; responsibilities; auditing standards; audit scope; and the relationships with the external auditors, the Audit Committee and the Corporate Governance Policy. (uploads/GCG Practices-SK Piagam Audit Internal.pdf)
5. Internal Audit Manual
The Internal Audit Manual sets out the terms that include roles and responsibilities; professional standards; policies; risk assessment and audit planning; audit services; evidence and audit working papers; internal audit activity control; internal audit activity communication; monitoring the follow-up of audit findings; information systems for internal audit unit; investigative services; advisory services; quality assurance; and personel.
6. Risk Management Policy
Risk Management Policy sets out risk reference of risk management in all activities of the Company, from strategic level to operational level, authorities and responsibilities of all parties, including the role of top management in establishing risk culture in the Company.
7. Internal Control Policy
Internal Control Policy sets out responsibilities and participation of all stakeholders in the development, implementation and evaluation of internal control of the Company.
8. Whistleblowing System Policy
The Whistleblowing System Policy contains the guidelines for reporting allegations of violations related to the laws and Company`s regulations, conflicts of interest, fraud, corruption, bribery, and theft that may have occurred within the Company`s working environment so as to minimize the risk as a result of the violation. Whistleblowing System Policy includes objectives; roles and responsibilities of the Board of Commissioners, the Board of Directors and organizational functions within the Company related to the management of WBS, general provisions of WBS management, other provisions such as sanctions, protection of the complainant, reception of violation report, follow-up on the violation report, and review and revision of Whistleblowing System policy.
9. Procurement Policy
Procurement policy is a guideline in carrying out procurement activities for the Company, which contains: Principles of Procurement; Fulfillment of Business Regulation; Management of Goods and Services Providers; and the Strategic Partnership for Procurement.