| Part | Criteria | Explanation | Evidence |
| A | Rights of Shareholders | ||
|---|---|---|---|
| A.1 | Basic Shareholder Rights | ||
| A.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. ii. Dividend payment for FY 2021 was approved by shareholders at AGMS on May 27, 2022; Payment Date: June 30, 2022. |
Summary of Minutes of AGMS FY 2021 |
| A.2 | Right to participate in decisions concerning fundamental corporate changes. | ||
| Do shareholders have the right to participate in: | |||
| A.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 |
| A.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 |
| A.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 |
| A.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. | ||
| A.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 4th Agenda of Summary Minutes of AGMS FY 2021 | 4th Agenda of Summary Minutes of AGMS FY 2021 |
| A.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 shall be conducted referred to:
|
Article 11 section 10 of Telkom's Article of Association. Article 14, section 12 of Telkom's Articles of Association |
| A.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 (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) |
Article 11 section 10 of Telkom's Article of Association. |
| A.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 2021 | Code of Conduct AGMS FY 2021 |
| A.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 2021 has recorded that the shareholders were given the opportunity to ask or response in connection with each agenda. It also recorded the response by the shareholders and information if there were no shareholders that raised questions, responses or proposals in certain Agendas | |
| A.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 2021 | Summary of Minutes of AGMS FY 2021 |
| A.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 2021 | Summary of Minutes of AGMS FY 2021 |
| A.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 2021 | Summary of Minutes of AGMS FY 2021 |
| A.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 |
| A.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 is conducted electronically through the 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. It is stated in Point 12 of the Code of Conduct AGMS FY 2021 | Code of Conduct AGSM FY 2021 |
| A.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 SH., MKn. and PT Datindo Entrycom, to count and validate the votes. | Summary of Minutes of AGMS FY 2021 |
| A.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 2021 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) |
|
| A.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 national newspapers, namely Bisnis Indonesia, Indonesian Stock Exchange's website, eASY KSEI and company's website both in English and Indonesian. AGMS dated on May 27, 2022, the Notice of AGMS was published on April 28, 2022. | AGMS Notice FY 2021 |
| A.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 |
|
| A.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 |
| A.4 | Markets for corporate control should be allowed to function in an efficient and transparent manner. | ||
| A.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 2021-2022, 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. |
|
| A.5. | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | ||
| A.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 |
| B | Equitable Treatment of Shareholders | ||
| B.1 | Shares and voting rights | ||
| B.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 |
| B.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 types of shares: Series A Dwiwarna share which exclusively may only be held by the Republic of Indonesia, and |
Article 5 section 1 and 4 of Telkom's Article of Association |
| B.2 | Notice of AGM | ||
|---|---|---|---|
| B.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? | Each resolution deal with only one agenda, there is no bundling of several items into the same resolution. It can be shown in the Summary Minutes of AGMS FY 2021 | Summary Minutes of AGMS FY 2021 |
| B.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 2021 |
| Does the notice of AGM/circulars have the following details: | |||
| B.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 2022 AGMS is published in Telkom's website. Telkom's 2022 AGMS of Proxy Materials. |
|
| B.2.4 |
Are the auditors seeking appointment/ re-appointment clearly identified? |
In 2021 AGMS call, an agenda related to the agreement of the Public Accountant Office appointment to audit the Company's Financial Statements of 2021, the Financial Statements of the Partnership Program, and the Community Development for 2021 was listed (AGMS call). In the decision of the 5 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 2022: 2021 annual report on page 167; 5 agenda AGMS decision . |
|
| B.2.5 | Were the proxy documents made easily available? | Proxy Documents & Power of Attornet Form can be obtained in the Company's Website in addition to the registrar office | |
| B.3 | Insider trading and abusive self-dealing should be prohibited. | ||
| B.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 |
| B.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 Financial Services Authority for ownership and any changes to ownership of public company's shares no later than 10 (ten) days after the transaction. | |
| B.4 | Related party transactions by directors and key executives. | ||
| B.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 . | |
| B.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 |
| B.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 of Directors to be unable to participate in the Meetings / matters which have a conflict of interest, is regulated in the Board Manual. | Board Manual, Chapter I Part G |
| B.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 BOD Charter and BOC Charter, 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 :
|
Minister of SOE Regulation No. PER-01_MBU_02_2011 |
| B.5 | Protecting minority shareholders from abusive actions | ||
| B.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 2021 was listed in Annual Report 2021 page 155. | Annual Report FY 2021 page 155 |
| B.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. | POJK 42/2020 |
| Part | Criteria | Explanation | Evidence |
| C | Role of Stakeholders | ||
| C.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 : | |||
| C.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, Annual Report 2021 page 267-275 and in sustainability report page 34. | |
| C.1.2 | Supplier/ contractor selection procedures? | We disclose procedures of supplier selection (procurement process) in Annual Report FY 2021 page 161-164. This prosedures in based on Decision of the Resolution of Director of Finance Number PR.301.08/r.03/HK240/COP-A00110000/2020 regarding Guidelines for Procurement Implementation. | Annual Report FY 2021, page 161-164 |
| C.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 were listed in the Annual Report FY 2021 page 268-275. | Annual Report FY 2021, page 268-275 |
| C.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.Annual Report FY 2021 page 268-275. | Annual Report FY 2021 page 268-275 |
| C.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. And TelkomGroup also shows its commitment by obtaining the ISO 37001: 2016 certificate regarding anti-bribery management systems in August 2020 - Annual Report FY 2021 page 265 |
Annual Report FY 2021, page 265 |
| C.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, Annual Report FY 2021 page 163-164. | Annual Report FY 2021, page 163-164 |
| C.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 268-275. Telkom also described its effort on ESG issues in 20-F with title Corporate and Social Responsibility. Evidence: 20-F page 82. | |
| C.2 | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | ||
|---|---|---|---|
| C.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. | |
| C.3 | Mechanisms for employee participation should be permitted to develop. | ||
| C.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 have been published in Annual Report page 79-82 FY 2021 and Sustainability Report page 34. |
Annual Report FY 2021 page 78-82 |
| C.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 has presented in Annual Report FY 2021 page 79-82 and company regulation. | |
| C.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 compensation policy.The detail has presented in company regulation. | Company Regulation on Reward and Compensation |
| C.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. | ||
| C.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 has presented in Annual Report FY 2021 page 256-257. | Annual Report FY 2021, page 256-257 |
| C.4.2 | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/ unethical behaviour from retaliation? | Whistle blowing system policy is presented in Annual Report FY 2021 page 256. | Annual Report FY 2021, page 256 |
| Part | Criteria | Explanation | Evidence |
| D | Disclosure and Transparency | ||
|---|---|---|---|
| D.1 | Transparent ownership structure | ||
| D.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 has been disclosed in the Annual Report FY 2021 page 83. | Annual Report FY 2021, page 83 |
| D.1.2 | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? | Telkom's has disclosed direct and indirect shareholders of major and/or substantial shareholdings in the Annual Report FY 2021 pages 84-85. | Annual Report FY 2021, page 84-85 |
| D.1.3 | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? | Telkom's has disclosed information regarding Shareholders composition in the Annual Report FY 2021 pages 84. | Annual Report FY 2021, page 84-85 |
| D.1.4 | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? | Telkom's has disclosed information regarding Shareholders composition in the Annual Report FY 2021 pages 84 and page 259-260. | |
| D.1.5 | Does the company disclose details of the parent/ holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? | Telkom disclose details of the parent/ holding company, subsidiaries, associated, joint ventures, and special purpose enterprise/ vehicle (SPEs)/ (SPVs) in the Annual Report FY 2021 page 86-91. | Annual Report FY 2021, page 86-91 |
| D.2 | Quality of Annual Report | ||
| Does the company's annual report disclose the following items: | |||
| D.2.1 | Corporate objectives | Telkom discloses corporate objective in official website and in the Annual Report FY 2021 page 42. | |
| D.2.2 | Financial performance indicators |
|
|
| D.2.3 | Non-financial performance indicators |
|
Annual Report FY 2021, page 104-120 |
| D.2.4 | Dividend policy |
|
|
| D.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 2021, page 60-64 and page 70-74 |
Annual Report FY 2021, page 60-64 |
| D.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 2021
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| D.2.7 | Total remuneration of each member of the board of directors/ commissioners |
Total remuneration of each member of the Board of Directors/Commisioners
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| Corporate Governance Confirmation Statement | |||
| D.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 in Annual Report FY 2021 page 161-164 | Annual Report FY 2021, page 161-164 |
| D.3 | Disclosure of related party transactions (RPT) | ||
| D.3.1 | Does the company disclose its policy covering the review and approval of material RPTs? | Telkom disclose its policy covering the review and approval of material RPTs in Annual Report FY 2021 Page 155. (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) |
Annual Report FY 2021, page 155 |
| D.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 in Annual Report FY 2021 Page 155 (see: table). | Annual Report FY 2021, page 155 |
| D.4 | Directors and commissioners dealings in shares of the company | ||
| D.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 2021, page 163 |
| D.5 | External auditor and Auditor Report | ||
| Where the same audit firm is engaged for both audit and non-audit services | |||
| D.5.1 | Are the audit and non-audit fees disclosed ? | Audit and non-audit fees disclosed in Annual Report FY 2021 page 96-97, Name and Address Of Institutions and/or Supporting Capital Market Professions. | Annual Report FY 2021, page 96-97 |
| D.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. | Annual Report FY 2021, page 97 |
| D.6 | Medium of communications | ||
| Does the company use the following modes of communication? | |||
| D.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. | |
| D.6.2 | Company website | Telkom uses Company Website as a medium of communication. | Telkom Website www.telkom.co.id |
| D.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 |
| D.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 - News Release). | Press Release |
| D.7 | Timely filing/ release of annual/ financial reports | ||
| D.7.1 | Are the audited annual financial report / statement released within 120 days from the financial year end? | The audited financial report of 2021 was released on April 18, 2022. | |
| D.7.2 | Is the annual report released within 120 days from the financial year end? | Annual Report of 2021 was released on April 26, 2022. | |
| D.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 2021 is affirmed by the Ririek Adriansyah as President Director and Heri Supriadi as Finance Director. | Annual Report FY 2021, page 39 |
| D.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: | |||
| D.8.1 | Financial statements/ reports (latest quarterly) | The company disclosed quarterly financial reports and Infomemo on the company's website. | Financial Statements |
| D.8.2 | Materials provided in briefings to analysts and media | Telkom disclosed materials provided to analysts and media through Investor Relations menu. |
Telkom Website (Menu: Investor Relation-Other Information-Information to Investors) |
| D.8.3 | Downloadable annual report | Information regarding the company's Annual Report FY 2021 is publicly accessible through company's official website at Investor Relations menu. | Annual Report |
| D.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. | |
| D.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. | |
| D.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 an Amendment to the Articles of Association of the Company in 2022, due to the adjustment on Business Activities of the Company to be in line with the Indonesia Standard Industrial Classification of 2020. Therefore the Articles of Association is now referring to the Deed No. 37 of 2022 dated 22 June 2022 made before Notary Ashoya Ratam, S.H., M.Kn. | Articles of Association 2021 |
| D.9 | Investor relations | ||
| D.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 |
| E | Responsibilities of the Board | ||
|---|---|---|---|
| E.1 | Board Duties and Responsibilities | ||
| Clearly defined board responsibilities and corporate governance policy | |||
| E.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 |
| E.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 |
| E.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 of Telkom's Article of Association Article 15 of Telkom's Article of Association |
| Corporate Vision/Mission | |||
| E.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 |
| E.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 |
| E.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 for the interest of the Company. Furthermore, Telkom's Board of Directors also required to prepare the Company's Annual Work Plan and Budget, which also includes: mission, business objectives, business strategy, company policies, and work programs/ activities. 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 |
| E.2 | Board Structure | ||
| Code of Ethics or Conduct | |||
| E.2.1 | Are the details of the code of ethics or conduct disclosed? | Details of Telkom's code of conduct have been disclosed in the Annual Report FY 2021, page 263. | Annual Report FY 2021, page 263 |
| E.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. | |
| E.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. | |
| Board Structure & Composition | |||
| E.2.4 | Do independent directors/ commissioners make up at least 50% of the board of directors/ commissioners? | Resolution of AGMS FY 2021 did not change the composition of Board of Directors/ Commissioners therefore the composition of the Board is still referring to the Resoluiton of AGMS FY 2020. Based on the Summary of Minutes of AGMS FY 2020, the composition of independent commissioner is 4 (four) out of 9 (nine) members of Board of Commissioners. | Summary of Minutes of AGMS FY 2021 |
| E.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years1 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. (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, 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 |
| 1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 | |||
| E.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 and Article 14 section 29 of Telkom's Articles of Association. | |
| E.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 2021, page 224 |
| Nominating Committee | |||
| E.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 |
| E.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 4 (four) commissioners, which is stated in Telkom's official website. | Commitees |
| E.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 |
| E.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 2021, page 206-214. |
|
| E.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 disclosed in the meeting attendance of the Nominating Committee in 2021. | Annual Report FY 2021, page 211 |
| Remuneration Committee/ Compensation Committee | |||
| E.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 |
| E.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 4 (four) commissioners, which is stated in Telkom's official website. | Commitees |
| E.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 |
| E.2.16 | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? | Telkom has listed Charter of Committee for Nomination and Remuneration through Telkom Website and Annual Report FY 2021, page 206-214. | |
| E.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 disclosed in the meeting attendance of the Remuneration Committee in 2021. In 2021, Telkom's Remuneration Committee Meeting has held 129 meetings. | Annual Report FY 2021, page 211 |
| Audit Committee | |||
| E.2.18 | Does the company have an Audit Committee? | Telkom has Audit Committee which runs its functions accordingly on Telkom Website. | Committees |
| E.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 |
| E.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 |
| E.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 2021, page 197-205. | |
| E.2.22 | Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? | 2 (two) members of Audit Committe are independent members with accounting qualification. | Annual Report FY 2021, page 200-201 |
| E.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? | Audit Committee conducts regular meeting at least once in 3 (three) months. It was disclosed in Annual Report FY 2021, page 204. | Annual Report FY 2021, page 204 |
| E.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | Audit Committee 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 2021, page 197-198 |
| E.3 | Board Processes | ||
| Board meetings and attendance | |||
| E.3.1 | Are the board of directors meeting scheduled before the start of financial year? |
According to Articles of Association, BOD meetings has provision for holding Internal Meeting 1 (once) every month. If needed, BoD can hold other Meeting any time. In 2021 there are 61 BoD Meeting. In addition, refer to Board Manual section VI about Calendar of Events, the BoD Meetings has been setup 1 (once) every month and if needed, BoD can hold other Meeting any time. According to this time plan then The Corporate Secretary will arrange every formal invitation and the agenda for BoD Meeting. At the beginning of the financial year, the Reporting Framework (as attached ) will be explained to the Board of Director, so that BoD will know type of performance report that need to be prepared every week. |
|
| E.3.2 | Does the board of directors/ commissioners meet at least six times during the year? | BoD and BoC meetings in 2021 are stated in Annual Report FY 2021. There are 13 (thirteen) BoC-BoD meeting in 2021. | Annual Report FY 2021, page 191-194 |
| E.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 2021. Please see table in Annual Report FY 2021, page 194 : Board Commissioner and Board of Directors Attendance at Joint Meetings. | Annual Report FY 2021, page 194 : Table of Board Commissioner and Board of Directors Attendance at Joint Meetings. |
| E.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. |
Annual Report FY 2021, page 226 Article 13 section 13 and 15 of Telkom's Article of Association |
| E.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 Commisioner meetings was held 28 times during the year 2021. | Annual Report FY 2021, page 186-190 |
| Access to information | |||
| E.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 BoC-BoD meetings provided to the board at least 5 (five) business days in advance of the board meeting. | |
| E.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 2021, page 234 |
| E.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 17 times in 2021. | Annual Report FY 2021, page 237 |
| Board Appointments and Re-Election | |||
| E.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) Telkom’s Article of Association. | |
| E.3.10 | Did the company describe the process followed in appointing new directors/ commissioners? | Telkom has disclosed the process in appointing new directors/ commissioners (Article 11 section (10) and Article 14 section (12) Telkom’s Article of Association). Furthermore, the Annual Report also has disclosed the role of Committee for Nomination and Remuneration in such process. | |
| E.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? |
Under the provisions of Article 11 section (12) and Article 14 section (14) of Telkom’s Articles of Association, these articles requires that the term of office of Board of Directors and Board of Commissioners shall be 5 (five) years. Furthermore, the term of office is also regulated under the Indonesian State-Owned Entities Act No.19 of 2003, which stated that the term 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 |
| 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 | |||
| E.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 disclosed details of remuneration refers to PER-04/MBU/2014 & PER-12/MBU/11/2020. | Annual Report FY 2021, page 212-214 |
| E.3.13 | Is there disclosure of the fee structure for non-executive directors/ commissioners? |
Telkom has disclosed 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. |
Annual Report FY 2021, page 212-214 |
| E.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 2021). | 4th Agenda, Summary Minutes of AGMS FY 2021 |
| E.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 BoD 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. | Annual Report FY 2021, page 195-196 |
| Internal Audit | |||
| E.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 disclosed in Annual Report FY 2021, page 240. | Annual Report FY 2021, page 240 |
| E.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. Harry Suseno Hadisoebroto) as disclosed on Annual Report FY 2021, page 239. | Annual Report FY 2021, page 239 |
| E.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 as stated in Annual Report FY 2021, page 240. | Annual Report FY 2021, page 240 |
| Risk Oversight | |||
| E.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 2021, page 243-245. | Annual Report FY 2021, page 243-245 |
| E.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 2021. | Annual Report FY 2021, page 244-245 |
| E.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 2021, page 252-255. | Annual Report FY 2021, page 252-255 |
| E.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 2021, page 244-245. | Annual Report FY 2021, page 244-245 |
| E.4 | People on the Board | ||
| Board Chairman |
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| E.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. | Annual Report FY 2021, page 167-174 |
| E.4.2 | Is the chairman an independent director/ commissioner? | President Commissioner of Telkom is an Independent Commissioner (Mr. Bambang Permadi Soemantri Brodjonegoro). | Annual Report FY 2021, page 184 |
| E.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. | Annual Report FY 2021, page 167-174 |
| E.4.4 | Are the roles and responsibilities of the chairman disclosed? | Telkom has disclosed the roles and responsibilities of the chairman. | Annual Report FY 2021, page 175-176 |
| Lead Independent Director | |||
| E.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. | Annual Report FY 2021, page 185 |
| Skills and Competencies | |||
| E.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. | Annual Report FY 2021, page 60-64 |
| E.5 | Board Performance | ||
| Directors Development | |||
| E.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) has been stated in Chapter I Point L and Chapter II Point O of Board Manual. |
Annual Report FY 2021, page 177-183 Annual Report FY 2021, page 222 |
| E.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/ commisioners to improve their competencies through professional education programmes as stated in Annual Report FY 2021, page 222. | Annual Report FY 2021, page 222 |
| CEO/Executive Management Appointments and Performance | |||
| E.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 |
| E.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 2021, page 195-196. | Annual Report FY 2021, page 195-196 |
| Board Appraisal | |||
| E.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 in Annual Report FY 2021, page 195-196. | Annual Report FY 2021, page 195-196 |
| Director Appraisal | |||
| E.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/ commisioners based on achievement of specific KPI at the end of year. | Annual Report FY 2021, page 195-196 |
| Committee Appraisal | |||
| E.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. | Annual Report FY 2021, page 195-196 |
| 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? | As a measure to prevent the spread of COVID-19, the Company urges Shareholders to follow the instruction from the Government of the Republic of Indonesia by attending the Meeting electronically through the KSEI System (“eASY.KSEI”) at the link https://akses.ksei.co.id provided by KSEI. Shareholders may grant their power of attorney to the Proxy provided by the Company (Independent Representative) through the eASY.KSEI and for Shareholders who are registered as AKSes KSEI users, can grant their power of attorney and vote electronically (e-Proxy and e-Voting) through eASY.KSEI in website https://easy.ksei.co.id. | |
| (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? | Yes, Telkom releases its notice of AGM with detailed agenda and the explanation in the AGM Notice. Telkom has also announced the AGM Notice on April 28, 2022 to the Exchange (AGMS on May 27, 2022). Both of these releases are in the company official website. | AGMS Notice FY 2021 |
| (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's has adopted an internationally recognized reporting framework for sustainability (GRI and SASB). | Sustainability Report FY 2021, page 98-102 |
| (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 26, 2022. The information is mentioned in www.idx.co.id | Annual Report FY 2021, page 29 |
| (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 2021, page 212-214 |
| (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 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 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 2021, page 208 |
| (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 2021, page 206-208 |
| (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 shall be conducted referred to: Regulation of the Minister of State-Owned Enterprise No. PER-03/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise; Regulation of the Minister of State-Owned Enterprise No. No.PER-02/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Commissioners and Board of Supervision of the State-Owned Enterprise. |
Article 11 section 10 of Telkom's Article of Association. Article 14 section 12 of Telkom's Article of Association. |
| (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 2021, page 184 |
| (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 2021 page 247. | Annual Report FY 2021, page 247 |
| (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 2021, page 215-216 |