ASEAN Corporate Governance Scorecard

Part

Criteria

Explanation

Evidence

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. Telkom did not pay interim dividends for the 2018 financial year

Date of AGMS: 24 May 2019
Payment Date: 27 June 2019
Announcement of AGMS
A.2 Right to Participate in decisions concerning fundamental corporate changes
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 Article of Association) Article 25, section 5 of Telkom's Article of Association

Article 28,section 2 Telkom's Article 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 and 7 of Telkom's Article of Association) Article 4, section 5 and 7 of Telkom's Article 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 Article of Association) Article 12, section 9 of Telkom's Article 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, Announcement Resolutions of Telkom AGMS FY 2018 4th Agenda, Announcement Resolutions of Telkom AGMS FY 2018
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 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:
1. 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;

2. 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

Minister of SOE Regulation No. PER-03_MBU_02_2015

Minister of SOE Regulation No. PER-02_MBU_02_2015
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 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)

Based on AGMS Rules, the appointment process is conducted at the GMS which involved the shareholders using voting procedures (one share one vote)
Article 11, section 10 of Telkom's Article of Association

Article 14, section 12 of Telkom's Article of Association

Rules of AGMS
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 11 of AGMS Rules FY 2018 AGMS Rules FY 2018
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 Telkom’s Summary of AGMS has recorded that the shareholders were giving opportunity to ask questions, the questions raised by shareholders and the given answers for such questions. AGMS Minutes
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 Announcement Resolutions of Telkom AGMS FY 2018 Announcement Resolutions of Telkom AGMS FY 2018
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 Announcement Resolutions of Telkom AGMS FY 2018 Announcement Resolutions of Telkom AGMS FY 2018
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 Announcement Resolutions of Telkom AGMS FY 2018 Announcement Resolutions of Telkom AGMS FY 2018
A.3.9 Does the company allow for voting in absentia? The shareholders who are unable to attend the Meeting can be represented by their proxies, 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 13 of Telkom's Article of Association

Invitation of AGMS
A.3.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? The voting procedure in each agenda is carried out by open polling, those who voted disapproval or blank were asked to raise their hands while handling over the filling voting card. Meanwhile, those who do not raise their hands are deemed as agree and a blank vote or abstention is deemed to follow vote issued by majority shareholders who cast vote. It is stated in Point 11 of the AGMS Rules FY 2018 AGMS Rules FY 2018
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. Announcement Resolutions of Telkom AGMS FY 2018
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 for all resolutions? Telkom has made publicly available the result of the votes taken during the AGMS as set out in the Announcement Resolutions of AGMS 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)
Article 24 section 4.e of Telkom's Article of Association

Announcement Resolutions of Telkom AGMS FY 2018
A.3.13 Do companies provide at least 21 days notice for all AGMs and EGMs? Telkom provided 37 days notice for all GMSs, excluded the date of notice and date of GMSs. The notice was published at national newspapers, namely Bisnis Indonesia and Kontan, Indonesian Stock Exchange's website and company's website both in English and Indonesian. AGMS dated on May 24 2019, the Notice of 2019 AGM was published on April 16 2019. AGMS Notice
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 Invitation of AGMS and Proxy Materials for AGMS which publicly available and uploaded at Telkom’s website.
Article 23 section 7 of Telkom’s Article of Association

Invitation of AGMS

Proxy Materials of AGMS
A.3.15 Does the company give the opportunity for shareholder to place item/s on the agenda of AGM? Serie A Dwi Warna Shareholder/a shareholder or more representing at least 1/20 of the total number of shares issued by the Company with valid voting rights, may propose agenda the AGM. Such proposal should be submitted in writing to the Board of Directors no later than 7 (seven) days prior to the summon of the AGM (Article 23 section 6 of the Telkom's Article of Association) Article 23, section 6 of 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 offeree company appoint an independent party to evaluate the fairness of the transaction price? Telkom has disclosed the transaction related to Investment, Expansion, Divestment, Acquisition and / or Debt / Capital Restructuring in Telkom's Annual Statement. For the example Telkom has disclosed appointment an independent party to evaluate the fairness price in affiliation transaction. Telkom Annual Report 2018, page 146-147

Sale of PT Jalin Pembayaran Nusantara shares owned by the Company to PT Danareksa (Persero)
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.

In addition, Telkom, under a periodic basis held :

1. Analyst Meeting : Full Year 2017 (April), 1st Quarter 2018 (April), 2nd Quarter 2018 (July), 3rd Quarter 2018 (October)

2. Public Expose and Investor Summit : August 2018

3. Investor Conference : Local Investor Conference and International Investor Conference (12)

4. Non deal road show : Local Non-Del Roadshow and International Non Deal Roadshow (9)

The information is mentioned in :

1. General Meeting of Shareholders 2018 (Annual Report FY 2018, page 156-157)

2. Corporate Secretary and Investor Relations (Annual Report FY 2018, page 195-196)

3. Menu Investor Relations (Telkom Website – Menu Investor Relations)
Corporate Secretary and Investor Relations.

General Meeting Shareholders

Part

Criteria

Explanation

Evidence

B.1 Shares and voting rights
B.1.1 Do the company's ordinary or common shares have one vote for one share? Based on Article 25 section 10 of the Telkom's Article 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 Article of Association, the registered and issued shares of Telkom are classified into 2 types of shares:

1. Serie A Dwiwarna share which exclusively may only be held by the Republic of Indoneisa, and
2. Serie B shares which may be held by the Republic of Indonesia and/or public.

Based on Article 5 section 4 of Telkom's Article of Association, each 1 (one) share grants 1 (one) voting right.

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 item, there is no bundling of several items into the same resolution. It can be shown in the Announcement Resolutions of Telkom AGMS FY 2018 Announcement Resolutions of Telkom AGMS
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 Notice and Invitation in 2 (two) versions, namely Indonesian and English. Both versions were published on the same day. AGMS Notice

AGMS Invitation
B.2.3 Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies ) in seeking election/re-election included? Profile of Board of Commissioner / Director in seeking election of 2019 AGMS is published in Telkom's website.

Telkom's 2019 AGMS of Proxy Materials.
Proxy Materials

Board of Commissioner

Board of Director
B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? In 2018 AGMS call, an agenda related to the agreement of the Public Accountant Office appointment to audit the Company's Financial Statements of 2018, the Financial Statements of the Partnership Program, and the Community Development for 2018 was listed (AGMS call).

In the decision of the 5 agenda AGMS , Telkom reappointed Purwantono, Sungkoro and Surja as Public Accounting Firm to audit the Consolidated Financial Statements, the Financial Statements of the Partnership Program, and the Community Development as stated in:
1. The notice of the meetings AGMS for financial year 2018
2. Annual Report 2018 page 160
The notice of the meetings AGMS for financial year 2018

Annual Report page 160
B.2.5 Were the proxy documents made easily available? Proxy documents/Power of Attorney Form can be obtained at the Company and Company’s share registrar office address during office hours AGMS Invitation

Power of Attorney Form
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 attachment of the decision of the board of commissioners Chapter VII / BOC Charter regarding the data and information confidentiality, the company is explicitly prohibited from providing insider’s information to other parties who can be suspected of using the information to carry out transactions in the company shares.
BOC Charter / chapter VII page 10
B.3.2 Are the directors / commissioners required to report their dealings in company shares within 3 business days? The charter of the board of commissioners related to the share ownership reporting policy in accordance with the Limited Liability Company Law requires the board of commissioners to report their share ownership to the Company within 10 days after the transaction
BOC Charter / chapter VII page 10
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 disclosures by the board of directors and the board of commissioners regarding conflicts of interest mentioned in the BOD charter on page 7 no.2.4 and BOC charter CHAPTER VI related to conflicts of interest.
BOD Charter no. 2.4

BOC Charter chapter VI page 9
B.4.2 Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant 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 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 directors' work guidelines - BOD charter page 6 and for the Board of Commissioners, is ruled by the commissioner's work guidelines BOD Charter page 6 & 7
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 :

1. Based on Article 17 and Article 23 of Regulation of the Minister of State-Owned Enterprises No. PER-01/MBU/02/2011 dated August 1, 2011 regarding The implementation of Good Corporate Governance in State-Owned Enterprise (Minister of SOE Regulation No. PER-01/MBU/02/2011) the Board of Directors and the Board of Commissioners are prohibited to act conflict of interest, and take personal benefit, whether direct or indirect from the decision making process and related State-Owned Enterprises activities, unless from the lawful remuneration. Such regulation has been implemented by Company Regulation No. PD.602.00/r.00/HK000/COP-D0030000/2011 regarding The Guidelines on implementation of Good Corporate Governance in Telkom Group.

2. Based on Chapter II of Regulation of the Minister of State-Owned Enterprises No. PER-01/MBU/05/2019 dated May 31, 2019 regarding The Guidelines on Remuneration of Board of Directors, Board of Commissioners, and Board of Supervisors of State-Owned Enterprises (Minister of SOE Regulation No. PER-01/MBU/05/2019), the loan is not one of the remuneration components, therefore it is prohibited.
Minister of SOE Regulation No. PER-01_MBU_02_2011

Minister of SOE Regulation No. PER-01_MBU_05_2019

Chapter VI BOC Charter

Chapter II Point 2.4 BOC Charter
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 2018 was listed in Annual Report 2018 page 146.
Annual Report page 146
B.5.2 In case of related party transactions requiring shareholders approval, is the decision made by disinterested shareholders? There were no conflict of interest transaction which requiring approval from GMS as mentioned in BAPEPAM-LK regulation No. IX.E.1 on Affiliation Transaction and Conflict of Interest. The transaction with related parties was listed in Annual Report 2018 page 378-379. Annual Report page 378-379

Part

Criteria

Explanation

Evidence

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, Annual Report 2018 page 220-221. Annual Report page 220-221
C.1.2 Supplier/contractor selection procedures? Telkom selects vendors and suppliers based on the existing procurement policies in Telkom which are managed by the Department of Share Service Operation Procurement which is implemented based on the regulations of the Finance Director No.PR.301.08 / r.01 / COP-A00110000 / 2016 regarding implementation guidelines for procurement - Annual Report 2018 page 154 of GCG Principles. Annual Report page 154
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 2018 page 228. Annual Report page 228
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 Partnership and Community Development Program, some of which are: Partnership programs (digitizing partnership program management) and Community Development Programs (Aid for victims of natural disasters). Policy and Implementation: Partnership and Community Development Program Report – Annual Report 2018 page 232-237. Annual Report page 232-237
C.1.5 The company's anti-corruption programmes and procedures? In order to prevent fraud, Telkom has several policies, including: Implementation of Anti-Corruption Programs: Anti-Corruption Policies and Procedures: Decree of Directors no. 43 of 2008; Anti-Fraud Policy in Telkom's Environment, Annual Report 2018 page 225. Annual Report page 225
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 2018 page 154. Annual Report page 154
C.1.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social ? Telkom has a separated report concerning social / economic problem managements in Telkom’s website. CSR Policy
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. Website Telkom - Contact Details
C.3 Performance-enhancing 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 2018 page 222-224, corporate social responsibility. Annual Report page 222-224
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 222-224 and company regulation. Annual Report page 222-224

Company Regulation on Training and Development Programmes
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 Compesation
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 procedures for complaints by employees and other stakeholders concerning illegal and unethical behaviour (i.e. corruption, violation of rights)? Telkom has a violation reporting system or known as a Whistleblowing System (WBS) since 2006. The detail has presented in 209 - 211 Annual Report 2018 page 209 - 211
C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behaviour from retaliation? Whistle blowing system policy is presented in Annual Report 2018 page 209. Annual Report page 209

Part

Criteria

Explanation

Evidence

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 page 78. Annual Report page 78
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Telkom's has disclosed information regarding Shareholders composition in the Annual Report pages 78 Annual Report page 78
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 pages 78 Annual Report page 78
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 pages 78 and 211 Annual Report page 78

Annual Report page 211
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 has disclosed information concerning the parent company, subsidiaries, associated companies, joint ventures, and special purpose enterprise / vehicle (SPEs) / (SPVs) in the annual report for fiscal year 2018, page 80-86. Annual Report page 80-86
D.2 Quality of Annual Report
Does the company's annual report disclose the following item :
D.2.1 Corporate objectives Telkom has disclosed corporate objective through annual report in official website. Company vision, mission and strategic objective emphasize in the annual report 2018, page 44-45 Annual Report page 44-45
D.2.2 Financial performance indicators 1. Financial Data Overview has disclosed in Annual Report pages 17

2. Comprehensive Financial Performance has disclosed in Annual Report page 120-133
Annual Report page 17

Annual Report page 120-133
D.2.3 Non-financial performance indicators 1. Operational Highlight has disclosed in Annual Report page 98

2. Awards and Certification has disclosed Annual Report page 50 - 55

3. Telkom has a Corporate Governance Scorecard method as a non-financial indicator has disclosed in annual report page 156]
Annual Report page 98

Annual Report page 50-55

Annual Report page 156
D.2.4 Dividend policy 1. Dividend Policy has published in Telkom's website

2. Dividend policy has disclosed in Telkom's Annual Report page 145.
Telkom Website - Dividend Policy

Annual Report page 145
D.2.5 Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/ commissioners Telkom has disclosed biographical details through Telkom's official website and Telkom's annual report 2018, page 58-64 and Telkom Website
Annual Report page 58-64

Telkom Website - Board of director

Telkom Website - Board of commissioners
D.2.6 Attendance details of each director/ commissioner in all directors/ commissoners meetings held during the year 1. Board of commissioners meeting – Telkom’s Annual Report FY 2018, page 240 – 241.

2. Board of directors meeting – Telkom’s Annual Report FY 2018, page 244-247.

3. Joint meeting – Telkom’s Annual Report FY 2018, page 242-243.
Annual Report page 240-247
D.2.7 Total remuneration of each member of the board of directors/commissioners Telkom has disclosed total remuneration for the board of directors and commissioners as stated in Telkom’s Annual Report as follows: Policy and Remuneration for the Board of Commissioners and Directors – Telkom’s Annual Report FY 2018, page 172. Annual Report page 172
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? Statements regarding the implementation of Governance have been included in the Telkom’s Annual Report 2018 as stated in: Statement of Good Corporate Governance (GCG) Implementation throughout all organization levels – Telkom’s Annual Report 2018, page 150.
In addition, Telkom has included information concerning the implementation of the basic principles of GCG.
Annual Report page 150
D.3 Disclosure of related party transactions (RPT)
D.3.1 Does the company disclose its policy covering the review and approval of material/significant RPTs? Transaction with related parties refers to Regulation No. VIII.G.7 which stipulated in Bapepam-LK Regulation No. KEP-347/BL/2012 concerning Presentation and Disclosure of Issuers or Public Companies Financial Statements - Annual Report, Notes to Consolidated Financial Statements page 21 Annual Report, notes to consolidated financial statement page 21
D.3.2 Does the company disclose the name, relationship, nature and value for each significant/material RPTs? Telkom has disclosed related parties, relationships, characteristics and values as stated in the note to financial statements no. 31 p. 101-109. Annual Report, notes to consolidated financial statement page 101-109
D.4 Does the company disclose trading in the company's shares by insiders?
D.4.1 Does the company disclose trading in the company's shares by insiders ? The composition of share ownership by directors and commissioners is reported in the Annual Report. Annual Report page 78
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 have been disclosed in the 2018 annual report (name and address of the institution and/or supporting profession of the capital market, page 91). Annual Report page 91
D.5.2 Does the non-audit fee exceed the audit fees ? Fees for non-audits are not exceeding fees for audits. Annual Report page 91
D.6 Medium of communications
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 Infomemo uploaded on the company's website. Telkom Website - Financial Statements

Telkom Website - Info Memo
D.6.2 Company website Telkom uses Company Website as communication medium, which may be accessed through: www.telkom.co.id Telkom Website
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 release media as communication medium. The information may be accessed through:
News Release (Telkom Website)
Telkom Website - 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 annual financial report / statement released on April 29, 2019 (Statement of the BoD regarding the Board of Director's Responsibility for Consolidated Financial Statements as of December 31, 2018 and for the year ended) Financial Statements Page 1-4
D.7.2 Is the annual report released within 120 days from the financial year end? Information in Telkom's 2018 annual report: The Board of Directors Statement regarding the responsibility for the consolidated financial statement for the year ended on December 31, 2018. Annual Report page 40-41
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? Information in Telkom's 2018 annual report: The Board of Directors Statement regarding the responsibility for the consolidated financial statement for the year ended on December 31, 2018. Annual Report page 40-41
D.8 Company website (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. Telkom Website - Financial Statements

Telkom Website - Info Memo
D.8.2 Materials provided in briefings to analysts and media Telkom disclosed the communication materials to the public such, as news release and CSR news. Telkom Website - News Page

Telkom Website - Earnings Call
D.8.3 Downloadable annual report Information regarding the company's Annual Report is publicly accessible through company official website Telkom Website - Annual Report
D.8.4 Notice of AGM and/or EGM Information regarding the company's GMS is publicly accessible through company official website Telkom Website - GMS
D.8.5 Minutes of AGM and/or EGM Information regarding the company's GMS is publicly accessible through company official website Telkom Website - GMS
D.8.6 Company's constitution (company's by-laws, memorandum and articles of association) Article of Association is publicly accessible through company website Telkom Website - Article of Association
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)
Telkom Website - Contact details

Part

Criteria

Explanation

Evidence

E.1 Board Duties and Responsibilities 
E.1.1 Does the company disclose its corporate governance policy/ board charter? Telkom has disclosed BoD Chapter dan BoC Chapter available at Telkom Website (Telkom Website - GCG - Board of Commisioners and Directors Work Ethics Telkom Website - Board of Commissioners and Directors
E.1.2 Are the types of decisions requiring board of directors/ commissioners' approval disclosed ? Based on Article 12 section 7 of Telkom's Article of Association, it determines the types of Board of Director actions that required written approval of Board of Commissioners 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 and 15 Telkom's Article of Association
- Board of Director Charter
- Board of Commissioners Charter
Article 12 and 15 Telkom's Article of Association

Board of Director Charter chapter III page 5

Board of Commissioners Charter no. 2.8
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 Telkom Website - Profile and Brief History
E.1.5 Does the board directors play a leading role in the process of developing and reviewing the company’s strategy at least annually? The Board of Directors play significant role in developing and reviewing annual Telkom's strategy (Article 17 of Telkom's Article of Association) Article 17 of Telkom's Article of Association
E.1.6 Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? Telkom's Board of Directors has the duties of taking any actions in relation to and is responsible for the management of the Company for the interest of the Company including to monitor, review and oversee the implementation of company strategic review.

Annually, the Board of Directors has critical role in preparing the Long Term Plan of the Company and the Work Budget Plan of the Company including other plans related to the implementation of business and activities of Telkom. Such plans should be signed and deliver to the Board of Commissioners for review and to be executed before being submitted to the Annual GMS to obtain approval and ratification.
Article 12 section 1 of Telkom's of Articles of Association

Article 18 section 3 and 4 of Telkom's of Articles of Association

BOD Charter / chapter II page 14
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 ethics or behavior have been disclosed in the Annual Report page 214. Annual Report page 214

Telkom Website - Code of ethics and Corporate culture
E.2.2 Are all the directors/commissioners, senior management and employees required to comply with the code/s? In line with the OJK circular letter no. 32 / SEOJK.04 / 2015 concerning Guidelines for Public Company Governance and Sarbones-Oxley Act (SOA) 2002 section 406, Telkom has and runs a code of ethics that applies to all levels of the organization. Telkom's Business Ethics applies to members of the board of directors, the board of commissioners, and the extended family of Telkom employees in relation with customers, suppliers, contractors, and other external parties who have a relationship with the company.

1. Annual Report page 214
2. Code of Ethics Corporate Culture (Telkom Website)
Annual Report page 214

Telkom Website - Code of ethics and Corporate culture
E.2.3 Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? A statement concerning the implementation and the monitoring of the code of ethics compliance has been stated in the financial statement, one of which is that every employee is required to make a statement in the form of a signed integrity pact.

1. Annual Report page 214
2. Code of Ethics Corporate Culture (Telkom Website)
Annual Report page 214

Telkom Website - Code of ethics and Corporate culture
Board Structure & Composition
E.2.4 Do Independent directors/ commissioners make up at least 50% of the board of directors/commissioners? The independent directors and commissioners make up 50% of the Board of Directors and Board of Commissioners FY 2018. Respectively, the composition of independent directors/commissioner is 4 (four) out of 8 (eight) members of Board of Directors and Board of Commissioners. (Announcement Resolutions of Telkom AGMS FY 2018) Announcement Resolutions of AGMS
E.2.5 Does the company have a term limit of nine years or less 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 Article of Association).

Furthermore, the term of office also refers to the Law No. 19 of 2003 Indonesia State-Owned Entities, which stated that member of Board of Commissioners/Directors might be re-appointed for 1 (one) term office
Article 11 section (12) and Article 14 section (14) of Telkom’s Article of Association
 
E.2.6 Has the company set a limit of five board seats that an individual independent/ non-executive director/commissioner may hold simultaneously Stipulation on double positions of Board of Commissioners / Independent Commissioners is stated in Article 14 section 26 Article 14 Section 26 of Telkom's Article of Association
E.2.7 Does the company have the executive directors who serve more than two boards of listed companies outside of the group? Based on what is stated in the financial statement, None of the Telkom board of directors holds a concurrent position with other companies outside Telkom. Annual Report page 191
E.2.8 Does the company have a Nominating Committee (NC)? Telkom has a Committee for Nomination and Remuneration assisting the Board of Commissioners. Telkom Website - Committees page
E.2.9 Is the Nominating Committee comprised of a majority of Independent directors/commissioners? Nominating Committee of Telkom consist of three independent commisioner and four commisioner, which is stated in Telkom's official website. Telkom Website - Committees page
E.2.10 Is the chairman of the Nominating Committee an independent director/commissioner ? The chairman of Nominating Committee was independent commisioners, named Pamijati Pamela Johanna Waluyo. Telkom Website - Committees page
E.2.11 Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? Telkom has listed Charter of the Nominating Committee through Telkom Website and Annual Report page 181-184 Annual Report page 181-184

Telkom Website - Committees page
E.2.12 Is in the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? The presence of the nomination committee meeting has been disclosed in Telkom's annual report p. 184 and its implementation is held at least 3 times a year (Annual Report of Telkom FY 2018, page 184). Annual Report page 184
E.2.13 Does the company have a Remuneration Committee? Telkom has Committee for Nomination and Remuneration assisting the Board of Commisioners. Telkom Website - Committees page
E.2.14 Is the Remuneration Committee comprised of a majority of Independent Directors/ Commissioners? Nominating and Remuneration Committee of Telkom consist of three independent commisioners and four commisioners, which is stated in Telkom's official website. Telkom Website - Committees page
E.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner? The chairman of Audit Committee was Independent commisioner, named Margiyono Darsasumarja Telkom Website - Committees page
E.2.16 Does the company disclose the terms of reference/governance structure/charter of the Remunerations Committee? Telkom has listed Charter Audit Committee through Telkom Website and Annual Report page 176-180 Telkom Website - Committees page
E.2.17 In the meeting attendance of the Remuneration Committee disclosed and if so, did the Remuneration Committee meet at least twice during the year? The presence of the remuneration committee meeting had been disclosed in Telkom's annual report p. 184 and the implementation of remuneration committee meeting is held for at least 3 times in a year Annual Report page 184
Audit Committee
E.2.18 Does the company have an Audit Committee? Telkom has Audit Committee which runs its functions accordingly on Telkom Website Telkom Website - Committees page
E.2.19 Is the Audit Committee comprised entirely of non-executive directors/ commissioners with majority of independent directors/commissioners? Audit Committee of Telkom consist of two independent commisioner, two independent member, and one commisioner, which is stated in Telkom's official website. Telkom Website - Committees page
E.2.20 Is the chairman of the Audit Committee an Independent Director/ Commissioner? The chairman of Audit Committee was Independent commisioner, named Margiyono Darsasumarja Telkom Website - Committees page
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 page 176-180 Annual Report page 176-180

Telkom Website - Committees page
E.2.22 Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? Telkom's secretaries and independent members listed on the financial statement are bachelors of accounting. Annual Report page 177
E.2.23 Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four during the year The presence of audit committee meetings has been disclosed in financial statements p.179 and audit committees carry out meetings for at least 4 times a year. Annual Report page 179
E.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? Telkom has disclosed the responsibilities of the audit committee in assisting the board of commissioners in the financial report page 178 Annual Report page 178
E.3 Board Processes
Board meetings and attendance
E.3.1 Are the board of directors meeting scheduled before the start of financial year? Board of Directors arranged  the Meeting of Board of Directors for 59 times, while Board of Commissioners arranged 26 BoC meetings as shown in Appendix 4 (Annual Report 194) Annual Report Page 194
E.3.2 Does the board of directors/commissioners meet at least six times during the year? The presence of the board of directors and commissioners is at least 3 times in a year. Annual Report Page 194
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?  The presence of the board of directors/commissioners stated in financial report has the average above 85% which indicates that it has surpassed the 75% standard. Annual Report page 194
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? As stated in the annual report, quorum meeting is achieved if more than half of the directors are present at the meeting. Annual Report page 194
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any  Executives present? Referring to OJK regulation No. 55 / POJK.04 / 2015 concerning the establishment and guidelines for performance implementation, audit committee has held 26 meetings. Annual Report page 179
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? The BoD meeting is held once a week or determined based on certain condition Company Relation on Review Management
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? The corporate secretary plays an important role in facilitating the company's internal communication, establishing relationships between the company and shareholders, OJK, and other stakeholders. Annual Report page 195
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? Education and training of corporate secretaries has been carried out 16 times in 2018, listed in Telkom Annual Report page 197 Annual Report page 197
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 member of Board of Directors and Board of Commissioners (Article 11 section (3) and Article 14 section (4) Telkom’s Article of Association). Article 11 section (3) and Article 14 section (4) of 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). Article 11 section (10) and Article 14 section (12) of Telkom’s Article of Association
E.3.11 Are all the directors/commissioners subject to re-election at least once every three years? 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 Article of Association).

Furthermore, the term of office also refers to the Law No. 19 of 2003 Indonesia State-Owned Entities, which stated that member of Board of Commissioners/Directors might be re-appointed for 1 (one) term office
Article 11 section (12) and Article 14 section (14) of Telkom’s Article of Association
 
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 the details of the remuneration consisting of salary / honorarium, allowances, facilities, and bonuses listed in the annual report page 191-192 Annual Report page 191-192
E.3.13 Is there disclosure of the fee structure for non- executive directors/commissioners? The director remuneration structure, according to the Regulation of the State Minister for State-Owned Enterprises No. PER-04 / MBU / 2014 jo Number: PER-02 / MBU / 06/2016 jo Number: PER-01 / MBU / 06/2017 jo Number: PER-06 / MBU / 06/2018 is about Guidelines for Determining the income of Directors, Board of Commissioners, and Board of SOE Supervisors. Next, the remuneration structure of the Board of Commissioners refers to the State Minister for State-Owned Enterprises Regulation No.PER-04 / MBU / 2014 concerning Guidelines for Determining the Income of Directors, Board of Commissioners, and Board of SOE Supervisors, and their amendments. Annual Report page 171-172 & 191-192
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 for year 2019 in the AGMS (Announcement Resolutions of Telkom AGMS FY 2018) 4th Agenda, Announcement Resolutions of Telkom AGMS FY 2018
E.3.15 Does the company have measures to align performance based remuneration with long-term interests of the company, such as claw back, deferred bonuses? The performance of the Board of Directors based on the achievement of the Key Performance Indicator (KPI) in accordance with the Articles of Association of the Company, as well as the realization of the RKAP as disclosed in Annual Report page 175 Annual Report page 175
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 page 198. Annual Report Page 198-199
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Profile of Senior Vice President of Internal Audit is Mr. Harry Suseno Hadisoebroto as disclosed on Annual Report page 198 Annual Report Page 198
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Appointment and termination of SVP Internal Auditor is the responsibility of President Director after obtaining approval of Board of Commissioners as disclosed in Annual Report page 199 Annual Report Page 199
E.3.19 Does the company establish a sound internal control procedures/risk management framework and periodically review the  effectiveness of that framework? (AS REPHRASED BY INDONESIA) Risk management policy at Telkom regarding directors regulation No.PD.614.00 / r.00 / HK.200 / COP-D0030000 / 2015 concerning company risk management (Telkom Enterprise Risk Management which is determined by internal control procedures framework and periodically reviewed as disclosed in Annual Report page 203. Annual Report page 203
E.3.20 Does the Annual 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? Annual Report disclosed that board of directors/commisioners has conducted a review of the company's material control such as risk assessment (Telkom has several considerations in preparing accounting policies such as PSAK) on page 202 Annual Report page 202
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)? Risk management system helps Telkom to identified significant risks for sustainability bussiness. Telkom has identified operational risk, finance, law, regulation, and compliance, inherrent risk of the fixed and cellular telecommunication bussiness. In addition, Telkom also conduct quantitative and qualitative disclosures on market risk. The key risk is disclosed on Annual Report page 204-207 Annual Report page 204-207
E.3.22 Does the Annual 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? The board of directors/commissioners has assessed the effectiveness of internal control over the company's financial reporting which the results of the report being effective. The internal control system conducted by Telkom is considered effective as disclosed in Annual Report page 202 Annual Report page 202
E.4 People on the Board
Board Chairman
E.4.1 Do different persons assume the roles of chairman and CEO? Positions of President Director and President Commissioner of Telkom held by different parties. In this case position of President Director is held by Mr. Ririek Adriansyah and President Commissioner were held by Mr. Rhenald Kasali. Announcement Resolutions of Telkom AGMS
E.4.2 Is the chairman an independent director/ commissioner? Based on Announcement Resolutions of AGMS, Mr. Rhenald Kasali is President Commissioner of Telkom and also Independent Commissioner. Announcement Resolutions of Telkom AGMS
E.4.3 Is any of the directors a former CEO of the company in the past 2 years? None of the Directors is a former CEO of the company in the past 2 years Telkom Website - Board of Directors
E.4.4 Are the role and responsibilities of the chairman disclosed? Telkom has disclosed Duties and Responsibilities of President Commissioners on Annual Report page 173 Annual Report page 173
Lead Independent Director
E.4.5 Has the board appointed a lead/senior independent director? Telkom has disclosed Independent Commissioner on Annual Report FY 2018 page 170 Annual report page 170
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? 2 (two) out of 8 (eight) Board of Commissioners, Mr. Ismail and Mr. Cahyana Ahmadjayadi have prior working experience in the major sector that the company is operating in, as mentioned in Telkom Website Telkom Website - Board of Commissioners
E.5 Board Performance
Directors Development
E.5.1 Does the company have orientation programmes for new directors/commissioners? Telkom has disclosed the orientation programmes for new directors on Annual Report Y 2018 page 175 Annual Report page 175
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes and provide evidence of the attendance? (Original E.5.3 merged with E.5.2) Telkom has policy that encourages directors/commisioners to attend on going or continuous profesional education programmes on Annual Report Y 2018 page 180 Annual Report page 180
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 Article 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.

The policy of Telkom’s Directors and Commissioners succession refers to the 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.
Article 11 section 10 page 45 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 the performance assesment of the CEO/Managing Director/President on Annual Report FY 2018 page 175. Telkom uses the balance scorecard in the implementation of the assessment of the performance of Board of Directors by measuring four main aspects, namely financial, customer, internal business process, and learning and growth Annual Report page 175
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 annual performance assesment of the CEO/Managing Director/President on Annual Report FY 2018 page 175. Besides using balanced scorecard, both board of commissioners and AGMS also assesses the performance of directors based on achievement of key performance indicator (KPI) according to the budget company basis, as well as realization of the RKAP. Annual Report page 175
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? Telkom has disclosed the performance assesment of the CEO/Managing Director/President on Annual Report FY 2018 page 175. Annual Report page 175
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? The performance of the Board of Commissioners is evaluated through the mechanism of the Company’s AGMS. Assessment criteria used including the level of participation the members of commissioners on company's meeting and activities, and achievement of work targets. It stated at Annual report of Telkom page 175 Annual Report page 175

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 allow the use of secure electronic voting in absentia at the general meetings of shareholders? Voting is performed by vote cards and electronic counting AGMS Invitation

Rules of AGMS
(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? AGMS Invitation : May 2, 2019
Date of AGMS 2019 : May 24, 2019
The information is mentioned in AGMS Invitation
AGMS Invitation
(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 Page 16-18
(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 29, 2019. The information is mentioned in www.idx.co.id

Website IDX
(B)D.1.2 Does the company disclose details of remuneration of the CEO? Telkom has disclosed the details of remuneration of the CEO which stated in annual report page 192 Annual Report page 192
(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 one female independent director from Director Consumer Service named Siti Choiriana Telkom Website - Board of Director

Annual Report Page 69
(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? Policy of diversity composition of the board of commissioners and its implementation – Annual Report of Annual Report 2018, page 170-175. Diversity and policy the board of director and implementation – Annual Report page 190-194. Policy of Telkom’s diversity refers to principle and recommendation corporate governance seen from director’s decision letter about GCG Group guidelines no. 602/2011 page. 151. Telkom has apply 8 of principles corporate governance management due to corporate governance public company guidelines by OJK – Annual Report page 151-155. Telkom Annual Report 2018, page 170-175

Telkom Annual Report page 190-194

Telkom Annual Report page 151-155
(B)E.2 Board Structure
(B)E.2.1 Does the Nominating Committee comprise entirely of independent directors/ commissioners? Not all the nominating committee are independent directors/ commissioners, it stated in Telkom annual report page 171 Annual Report page 171
(B)E.2.2 Does  the  Nominating  Committee  undertake  the process of identifying the quality of directors aligned with the company's strategic directions? Telkom has nominating committe and remuneration helps the board of commissioners to decide on the qualification process and nomination process. Annual report page 181 Annual Report page 181
(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: 1. 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;

2. 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

Minister of SOE Regulation No. PER-03_MBU_02_2015

Minister of SOE Regulation No. PER-02_MBU_02_2015
(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? 50% of board commissioners are independent commissioners. Announcement Resolutions of Telkom AGMS
(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 has disclose 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. Annual Report page 201-214
(B)E.6 Board Performance
(B)E.6.1 Does the company have a separate board level Risk Committee? Telkom has committee for planning and risk evaluation and monitoring (KEMPR) in charge of assisting the board of commissioners of planning, management, and risk evaluation. This is in line with Telkom’s commitment to apply a good corporate governance, specially related evaluation, monitoring, and various plan risk. Separate from the other committees as stated in annual report of Annual Report page 185-188 Annual Report page 185-188