WORK GUIDELINES OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
The Board of Directors are the organ of the company that has the authority and full responsibility to manage the company for the interest of the company, in accordance with the purposes and objectives of the company as well as to represent the company, either in or out the court in accordance with the provisions of the articles of association.
Members of the Board of Directors are appointed and discharged by the GMS. Pursuant to the Company’s Articles of Association, the primary responsibility of the Board of Directors is to administer the Company’s business by managing its assets and resources for the good of and in the best interest of the Company.
The Board of Directors perform its duties under the supervision of the Board of Commissioners, being accountable to the Shareholders through the GMS held at least once a year, whereby it submits a report on the Company’s operations and financial management for the financial year recently ended. Board of Directors meetings are conducted at any time deemed necessary.
An Indonesian citizen, she was appointed as the Corporate Secretary of the Company on 1 June 2017. Born in 1974. Educational background is Bachelor of Law of the University of Indonesia. Prior to joining the Company, she worked for PT Nusantara Ragawisata.
The Corporate Secretary acts as Liaison Officer, ensuring effective communication is maintained between the Company and the regulatory bodies and shareholders.
The Corporate Secretary is responsible for ensuring that the Board of Directors are well informed about capital market regulations as well as corporate compliance with prevailing Capital Market rules and regulations. The Corporate Secretary also provides investors and public shareholders with information and reports pertaining to the Company’s activities and performance as a publicly listed company in accordance with the prevailing regulations.
These activities include organizing public exposes, annual general meetings or extraordinary meeting of shareholders and posting of public announcements on its financial information through various printed or electronic media in accordance with the prevailing regulations.
INTERNAL AUDIT CHARTER
AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board of Commissioners and regularly reports to the Board of Commissioners on matters related to the responsibilities of the Audit Committee.
As of 31 March 2019, the members of the Company’s audit committee are as follows:
Member: Julian Aldrin Pasha
Member: Ratna Dewi Suryo Wibowo
CODE OF CONDUCT
The Tempo Scan Code of Conduct applies to all the executives and employees who represent Tempo Scan, irrespective of their position, location, and type of employment. This Code of Conduct is intended to be a guide for Tempo Scan in its business operations.
SUPPORTING INSTITUTIONS & PROFESSIONALS
Tanubrata Sutanto Fahmi Bambang & Rekan, Certified Public Accountants is located at Prudential Tower, 17th floor, Jl. Jend. Sudirman Kav. 79, Jakarta 12910. Company appointed Public Accountant Tanubrata Sutanto Fahmi Bambang & Rekan to audit the consolidated statement of financial position as of December 31, 2018 and the consolidated statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. The appointment of this public accountant pursuant to the resolution of the Annual General Meeting of Shareholders (“AGMS”) held on 5 June 2018.
Biro Administrasi Efek
PT Raya Saham Registra is located at Plaza Sentral Building, 2nd floor, Jl. Jend. Sudirman Kav.47-48, Jakarta 12930. The Company has appointed PT Raya Saham Registra as its Securities Administration Agency since 2015.
ARTICLES OF ASSOCIATION
PT Tempo Scan Pacific Tbk (the “Company”) was established in the Republic of Indonesia dated 20 May 1970, under its original name PT Scanchemie within the framework of the Domestic Capital Investment Law No. 6 Year 1968, as amended by Law No. 12 Year 1970, based on Notarial deed No. 37 of Ridwan Suselo, S.H. The deed of establishment was approved by the Ministry of Justice in its Decision Letter No. J.A.5/27/4 dated 13 February 1971, and was published in the State Gazette of the Republic of Indonesia No. 25 dated 26 March 1971, Supplement No. 148. The Company’s articles of association has been amended from time to time, the latest of which were drawn up in Notarial deed No. 25 of Isyana Wisnuwardhani Sadjarwo, S.H., dated 25 July 2008 relating to the adjustment of the Company’s articles of association in compliance with Law No. 40 Year 2007. These amendments were approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-85063. AH.01.02.TH.2008 dated 12 November 2008 and was published in the State Gazette of the Republic of Indonesia No. 36 dated 5 May 2009, Supplement No. 12177.
The latest amendment of the articles of association of the Company were drawn up in Notarial deed No. 7 of Isyana Wisnuwardhani Sadjarwo, S.H., dated 6 June 2015 relating to amendment of several provisions of the Company’s articles of association in compliance with the requirements of the Financial Services Authority. These amendments were approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-AH.01.03- 0945757 dated 25 June 2015.