ASEAN Corporate Governance Scorecard

Part Criteria Explanation 2020 Evidence 2019
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. Telkom pay dividend for the financial year of 2019 with Schedule as follow: AGMS on June 19, 2020; Payment Date: at the latest on July 23, 2020

Summary of Minutes of AGMS FY 2019

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)

Telkom's Articles of Association:

Article 25, section 5

Article 28,section 2

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 Articles of Association)

Article 4, section 5 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, Announcement of Summary Minutes of AGMS FY 2019

4th Agenda, Summary of Minutes of AGMS FY 2019

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 Articles of Association

Article 14, section 12 of Telkom's Articles 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 (each holder of 1 share has the right to cast one vote)

Article 11, section 10 of Telkom's Articles of Association

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

AGMS Rules FY 2019
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 2019 AGMS Rules FY 2019
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? This year we are using apps for shareholder to raise a question and 10 questions that raised and relevant to the agenda of the AGMS will be answered, 3 of them will be answered Minutes of AGMS
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 2019 Summary of Minutes of AGMS FY 2019
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 2019 Summary of Minutes of AGMS FY 2019
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 2019 Summary of Minutes of AGMS FY 2019
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, 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 Articles 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 filled in ballots to the officers then the Notary would count the casted votes. Meanwhile, those who did not raise their hands shall be deemed to agree. For the blank votes or abstain votes are deemed to follow the votes issued by the majority shareholder who cast votes. It is stated in Point 11 of the AGMS Rules FY 2019 AGMS Rules FY 2019
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 2019
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 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 Articles of Association

Summary of Minutes of AGMS FY 2019
A.3.13 Does the company 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, Indonesian Stock Exchange's website, eASY KSEI and company's website both in English and Indonesian. AGMS dated on June 19, 2020, the Notice of 2020 AGM was published on May 13, 2020. 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 Articles 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 Articles 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 2019, 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.
The Execution of Conditional Sales and Purchase Agreement of Telecommunication Towers (Telkomsel - Mitratel)
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 :

1. News and Activities

2.  Annual Report FY 2019, page 221-223 : Corporate Secretary and Investor Relations

News and Activities

Annual Report FY 2019, page 221-223 : Corporate Secretary and Investor Relations
Part Criteria Explanation 2020 Evidence 2019
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 Articles 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:

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 Articles of Association, each 1 (one) share grants 1 (one) voting right.


Article 5, section 1 and 4 of Telkom's Articles 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 Summary Minutes of AGMS FY 2019 Summary Minutes of AGMS FY 2019
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
  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 2020 AGMS is published in Telkom's website.

Telkom's 2020 AGMS of Proxy Materials.

Proxy Materials

Board of Commissioner

 

Board of Director Profile

B.2.4

Are the auditors seeking appointment/re-appointment clearly identified? 

Apakah penunjukkan/penunjukan kembali auditor diperkenalkan secara jelas?

In 2019 AGMS call, an agenda related to the agreement of the Public Accountant Office appointment to audit the Company's Financial Statements of 2019, the Financial Statements of the Partnership Program, and the Community Development for 2019 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, the Financial Statements of the Partnership Program, and the Community Development as stated in: 2019 annual report; 5 agenda AGMS decision on page 173.

Annual Report FY 2019, page 171-173

Summary of Minutes of AGMS FY 2019

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

AGMS Invitation

Proxy Materials

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? 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. Such provision also stated in the Charter of the Board of Commissioners.

Financial Service Authority Regulation (POJK) POJK.11/2017

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 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 Articles 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 2019 was listed in Annual Report 2019 page 160. Annual Report FY 2019 page 160
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 2020 Evidence 2019
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, Annual Report 2019 page 255-257. Annual Report FY 2019 page 255-257
C.1.2 Supplier/contractor selection procedures? We disclose procedures of supplier selection (procurement process) in Annual Report FY 2019 page 252: Transparency in Conducting Auction Activites. This prosedures in based on Decision of the Resolution of Director of Finance Number PR.301.08/r.02/
HK240/COP-A00110000/2019 dated October 2, 2019, regarding Guidelines for Procurement Implementation)
Annual Report FY 2019, page 252: Transparency in Conducting Auction Activites
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 2019 page 265-267. Annual Report FY 2019 page 265-267
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 FY 2019 page 269-275. Annual Report FY 2019 page 269-275
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. Annual Report 2019 page 253. Annual Report FY 2019 page 253
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 2019 page 167-168. Annual Report FY 2019 page 167-168
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 249-267 Annual Report FY 2019 page 249-267
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.

Contact Details

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 FY 2019 page 258-260 Annual Report FY 2019 page 258-260
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 2019 page 258-260 and company regulation.

Annual Report FY 2019 page 258-260

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 Training and Development Programmes
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 2019 page 237-238 Annual Report FY 2019 page 237-238
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 2019 page 237. Annual Report FY 2019 page 237
Part Criteria Assessment RSM Explanation 2020 Evidence 2019
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? Yes Information regarding identity of the shareholder holds more than 5% ownership has been disclosed in the Annual Report FY 2019 page 83 Annual Report FY 2019 page 83
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Yes Telkom's has disclosed direct and indirect shareholders of major and/or substantial shareholdings in the Annual Report FY 2019 pages 84-85 Annual Report FY 2019 page 84-85
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Yes Telkom's has disclosed information regarding Shareholders composition in the Annual Report FY 2019 pages 84 Annual Report FY 2019 page 84
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? Yes Telkom's has disclosed information regarding Shareholders composition in the Annual Report FY 2019 pages 84

Annual Report FY 2019 page 84

Annual Report FY 2019 page 240

D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? Yes Telkom disclose details of the parent /holding company, subsidiaries, associated, joint ventures, and special purpose enterprise / vehicle (SPEs) / (SPVs) in the Annual Report FY 2019 for fiscal year page 86 - 90 Annual Report FY 2019 page 86-90
D.2 Quality of Annual Report      
  Does the company's annual report disclose the following items:      
D.2.1 Corporate objectives Yes Telkom discloses corporate objective in official website and in the Annual Report FY 2019 page 44

Corporate Objectives

Annual Report FY 2019 page 44

D.2.2 Financial performance indicators Yes

1. Financial Indicators has disclosed in Annual Report FY 2019 pages 14-15

2. Comprehensive Financial Performance has disclosed in Annual Report FY 2019 page 127-146

Annual Report FY 2019 page 14-15

Annual Report FY 2019 page 127-146

D.2.3 Non-financial performance indicators Yes

1. Operational Highlight has disclosed in Annual Report FY 2019 page 103-117

2. Awards and Certification has disclosed Annual Report FY 2019 page 50 - 55

3. Telkom has a Corporate Governance Scorecard method as a non-financial indicator has disclosed in Annual Report FY 2019 page 169

Annual Report FY 2019 page 103-117

Annual Report FY 2019 page 50-55

Annual Report FY 2019 page 169

D.2.4 Dividend policy Yes

1. Dividend Policy has published in Telkom's website

2. Dividend policy has disclosed in Telkom's Annual Report FY 2019 page 158

Dividend Policy

Annual Report FY 2019 page 158

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 No Telkom has disclosed biographical details through Telkom's Annual Report FY 2019 2019, page 58-63 and page 68-75

Annual Report FY 2019 page 58-63 (Profile Of The Board Of Commissioners)

Annual Report FY 2019 page 68-75 (Profile Of The Board Of Directors)

D.2.6 Attendance details of each director/commissioner in all directors/commissoners meetings held during the year Yes Attendance details of each director/commisioner in director's /commisioner's meetings held in 2019

1. Board of commissioners meeting - Telkom’s Annual Report FY 2019 page 188-191.

2. Board of directors meeting - Telkom’s Annual Report FY 2019 page 194.

3. Joint meeting - Telkom’s Annual Report FY 2019 page 192-194.

D.2.7 Total remuneration of each member of the board of directors/commissioners Yes Total remuneration of each member of the Board of Directors/Commisioners  

1. Board of commissioners remuneration in Annual Report FY 2019 page 186.

2. Board of directors remuneration in Annual Report FY 2019 page 213.

  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? Yes Telkom has disclosed statement confirming the company's full compliance with the code of corporate governance in Annual Report FY 2019 page 165-168. Annual Report FY 2019 page 165-168
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? No  Telkom disclose its policy covering the review and approval of material RPTs in Annual Report FY 2019 Page 160. (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 2019 Page 160: Material Transaction Information Containing Conflict Of Interest, Transaction With Affiliated Parties,
Investment, Divestment, And Acquisition
D.3.2 Does the company disclose the name, relationship, nature and value for each material RPTs? Yes Company disclose the name, relationship, nature and value for each material RPTs in Annual Report FY 2019 Page 160 (see : table).  Annual Report FY 2019 Page 160: Material Transaction Information Containing Conflict Of Interest, Transaction With Affiliated Parties,
Investment, Divestment, And Acquisition
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? No 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. Annual Report FY 2019 page 167: In accordance with Regulation of Human
Capital Management Director No. PR
209.05.r.00/PS800/COP-A4000000/2017
on Employees’ Compliance Ethics, the
provision to prevent Insider Trading is as set out in Article 7 on Gross Violations, which includes Abuse of Authority or Position
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 ? No audit and non-audit fees disclosed in Annual Report FY 2019 Page 95-97 Annual Report FY 2019 Page 95-97 : Name and Address Of Institutions and/or Supporting Capital Market Professions
D.5.2 Does the non-audit fee exceed the audit fees ? Yes Non-audits fees doesn'tt exceed the audit fee. Annual Report FY 2019 page 97
D.6 Medium of communications      
  Does the company use the following modes of communication?      
D.6.1 Quarterly reporting Yes 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. Financial Statements

Info Memo
D.6.2 Company website Yes Telkom uses Company Website as a medium of communication Telkom Website
D.6.3 Analyst's briefing Yes 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 No 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? Yes Due the COVID-19 pandemic, OJK has publish regulation about extended closing of financial statement. The audited annual financial report of 2019 was released on May 25, 2020.  OJK S-92/D.04/2020
D.7.2 Is the annual report released within 120 days from the financial year end? Yes Due the COVID-19 pandemic, OJK has publish regulation about extended closing of annual report. Annual Report FY 2019 of 2019 was released on May 27, 2020 OJK S-92/D.04/2020
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? Yes The true and fair representation of the Annual Report FY 2019 is affirmed by the Ririek Adriansyah as President Director and Harry Mozarta  Zen as Finance Director Annual Report FY 2019 page 41
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) Yes The company disclosed quarterly financial reports and Infomemo on the company's website. Financial Report
D.8.2 Materials provided in briefings to analysts and media Yes Telkom disclosed the communication materials to the public such, as news release and CSR news. Telkom Website (Menu: Investor Relation/News & Activities)
D.8.3 Downloadable annual report Yes Information regarding the company's Annual Report FY 2019 is publicly accessible through company official website Annual Report FY 2019
D.8.4 Notice of AGM and/or EGM Yes Information regarding the company's GMS is publicly accessible through company official website Investor Relation GMS
D.8.5 Minutes of AGM and/or EGM No Information regarding the company's GMS is publicly accessible through company official website  Investor Relation GMS
D.8.6 Company's constitution (company's by-laws, memorandum and articles of association) Yes Telkom has disclosed the Articles of Association of the Company in Telkom Website. There is no agenda and decision of any amendment of articles of association in AGMS FY 2019, therefore the Articles of Association is still referring to the Deed No. 32 of 2019 dated 21 June 2019 made before Notary Shasa Adisa Putrianti, S.H, M.Kn as the substitute of Ashoya Ratam, S.H., M.Kn.  Articles of Association 2019
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? Yes 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 2020 Evidence 2019
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 BoD Charter dan BoC Charter, available at Telkom Website (GCG - Board of Commisioners and Directors Work Ethics)

Board of Commissioners and Directors Wor Ethics

E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed? Based on Article 12 section 7 of Telkom's Articles of Association, it determines the types of Board of Director actions that required written approval of Board of Commissioner Article 12 section 7 of Telkom's Articles 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 Articles of Association
- Board of Director Charter
- Board of Commissioners Charter

Article 12 and 15 Telkom's Articles of Association

Board of Director Charter, Point 2.8

Board of Commissioners Charter, chapter III

  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 significant role in developing and reviewing annual Telkom's strategy (Article 17 of Telkom's Articles of Association) 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?

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. 

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

Chapter II Part D Section 1 and Section 2 of Board Manual

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 ave been disclosed in the Annual Report FY 2019 page 243 Annual Report FY 2019 page 243
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 commisioner throughout the organization Annual Report FY 2019 page243 ; Code of Ethics and Corporate Culture (Telkom Website)
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. Annual Report FY 2019 page 244-245 & Code of Ethics and Corporate Culture (Telkom Website)
  Board Structure & Composition    
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? The composition of independent commissioner is 4 (four) out of 9 (nine) members of Board of Directors and Board of Commissioners.  Minutes of AGMS, Page 79-82
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 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) of Telkom's Articles of Association

Article 14 section (14)  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? Stipulation on double positions of Board of Commissioners / Independent Commissioners is stated in Article 11 section 28 and Article 14 section 26 and 27 of Telkom's Articles of Association

Article 11 section 28 of Telkom's Articles of Association

Article 14 section 26 and 27 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 2019 page 212
  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)

Committees

E.2.9 Is the Nominating Committee comprised of a majority of independent directors/commissioners? Nomination Committee of Telkom consist of two independent commisioner and four commisioner, which is stated in Telkom's official website.

Committees

E.2.10 Is the chairman of the Nominating Committee an independent director/commissioner? The chairman of Nomination Committee was independent commisioners, named Pamijati Marsudi Wahyu Kisworo

Committees

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 page 181-184

Annual Report FY 2019 page 181-184

Committees

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 discloses the meeting attendance of the Nominating Committee in Annual Report FY 2019 page 204

Annual Report FY 2019 page 204

  Remuneration Committee/ Compensation Committee    
E.2.13 Does the company have a Remuneration Committee? Telkom has Committee for Nomination and Remuneration assisting the Board of Commisioners. Committees
E.2.14 Is the Remuneration Committee comprised of a majority of independent directors/commissioners? Nomination and Remuneration Committee of Telkom consist of two independent commisioners and four commisioners, which is stated in Telkom's official website. Committees
E.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner? The chairman of Remuneration Committee was Independent commisioner, named Marsudi Wahyu Kisworo Committees
E.2.16 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? Telkom has listed Charter Audit Committee through Telkom Website and Annual Report page 176-180 Committees
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? Meeting attendance of the Remuneration Committee disclosed in 2019 Annual Report FY 2019. Remuneration Committee Meetings at least once every four months. In 2019, Telkom Remuneration Committee Meetings has held 82 meetings. Annual Report FY 2019, page 204 (KNR Meetings)
  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 three independent commisioner, two independent member, and two commisioner, 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 Chandra Arie Setiawan 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 page 176-180 Committees
E.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? The Secretaries of Audit Committe is an independent members with accounting qualification. Annual Report FY 2019 page 198
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? Telkom disclose the meeting attendance of the Audit Committe in Annual Report FY 2019 page 200. Annual Report FY 2019 page 200
E.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? One of the Audit Committee responsibilities is 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 2019 page 196 : Audit Committee’s Scope, Duties, And Responsibilities
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 in September 24th for giving RKAP preparation guidance. BOD meetings are held once in a month. Annual Report FY 2019 Page 218
E.3.2 Does the board of directors/commissioners meet at least six times during the year? BOD and BOC meetings in 2019  are stated in Annual Report FY 2019 Annual Report FY 2019 Page 214-220
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 2019. Please see table in Annual Report FY 2019 Page 194 : Board Commissioner and Board of Directors Attendance. Annual Report FY 2019 page 194 : Table of  Board Commissioner and Board of Directors Attendance.
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? Quorum is reached if more than 50% Directors are present Annual Report FY 2019 Page 214
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 38 times during the year Annual Report FY 2019 page 214-220
  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 board of directors/commisioner meetings provided to the board at least five business day in advance of the board meeting.

Annual Report FY 2019 Page 214 BOD Meeting Agenda

Annual Report FY 2019 Page 188 BOC Meeting Agenda

E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? The corporate secretary plays a significant role in ensuring that Telkom can follow the capital market regulations. Annual Report FY 2019 page 221
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 2019, listed in Telkom Annual Report FY 2019 page 223 Annual Report FY 2019 page 223
  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 of Telkom's Articles of Association

Article 14 section 4 of Telkom's Articles 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 of Telkom’s Articles of Association

Article 14 section 12 of Telkom’s Articles of Association

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?

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) of Telkom's Articles of Association

Article 14 section (14)  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 the details of the remuneration consisting of salary / honorarium, allowances, facilities, and bonuses refers to PER-01/MBU/05/2019 & PER-01/MBU/06/2017 Annual Report FY 2019 page 213
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners? Telkom discloses fee structure for non executive directors/commisioners refers to PER-04/MBU/2014 are honorarium, allowances (religious, transportation, post tenure insurance), healthcare and legal assistance facility and tantiem. Annual Report FY 2019 page 185
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 2019) 4th Agenda, Summary Minutes of AGMS FY 2019
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? 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 195 Annual Report FY 2019 page 195
  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 2019 page 226 Annual Report FY 2019 page 226
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 FY 2019 page 225. Annual Report FY 2019 page 225
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Appointment and removal of the SVP internal auditor is the responsibility of President Director after obtaining approval of Board of commisioner as stated in Annual Report FY 2019 page 226 Annual Report FY 2019 page 226
  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 2019 page 228-229. Annual Report FY 2019 page 228-229
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 2019. Annual Report FY 2019 page 229
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 disclosed the key risk on telecommunication business as stated in Annual Report FY 2019 page 232-235. Annual Report FY 2019 page 232-235
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 implemented Internal Audit activities by implementing SOA 302/404 as stated in Annual Report FY 2019 page 229. Annual Report FY 2019 page 229
E.4 People on the Board    
  Board Chairman    
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. Rhenald Kasali.

Annual Report FY 2019 page 183

Annual Report FY 2019 page 211

E.4.2 Is the chairman an independent director/commissioner? Mr Rhenald Kasali is an independent commissioner Annual Report FY 2019 page 183
E.4.3 Is any of the directors a former CEO of the company in the past 2 years? Mr. Harry M Zen and Mr Zulhelfi Abidin are the former directors in the past 2 years.  Annual Report FY 2019 page 211
E.4.4 Are the roles and responsibilities of the chairman disclosed? Roles and responsibilities of the chairman disclosed in Annual Report FY 2019. Please see Annual Report FY 2019 Page 183 : Board Of Commissioners’ Authorities, Duties, And Responsibilities Annual Report FY 2019 page 182 : Board Of Commissioners’ Authorities, Duties, And Responsibilities
  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? The Chairman is an Independent commisioner. Annual Report FY 2019 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? There are several commisioner who previously work in information technology among othera are Mr  Ismail and Mr. Cahyana Ahmadjayadi. Annual Report FY 2019 page 58 - 60
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 this orientation (introductory program) has been stated in Chapter I Point L and Chapter II Point O of Board Manual

Annual Report FY 2019 page 64

Annual Report FY 2019 page 76

Chapter I Point L of Board Manual 

Chapter II Point O of Board Manual

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 on Annual Report FY 2019 page 76. Annual Report FY 2019 page 76
  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.

Article 11 section 10 of Telkom's Articles of Association

Article 14 section 12 of Telkom's Articles 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 on Annual Report FY 2019 page 195. Annual Report FY 2019 page 195
  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 based on 3 types of KPI such as shared, common and specific KPS as stated on Annual Report FY 2019 page 195. Annual Report FY 2019 page 195
  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 2019 page 195
  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 2019 page 195
Part Criteria Explanation 2020 Evidence 2019
(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? Explanation we provide alternative to manual proxy for shareholders who are unable to attend the meeting physically using e-Proxy (eASY KSEI) a computerize system that can be accessed by shareholders through website Invitation of the meeting
(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 invitation AGMS. Telkom has also announced the AGM to the Exchange less than 28 days before the date of AGM. Both of these releases are in the company official website

AGMS Invitation

AGMS Notice

(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 24-26
(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 May 27, 2020. The information is mentioned in www.idx.co.id

Annual Report FY 2019 page 29

(B)D.1.2 Does the company disclose details of remuneration of the CEO? Telkom dicloses details of the remuneration of the CEO

Annual Report FY 2019 page 213

(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 FM Venusiana R. Telkom Website - Board of Director
(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

Annual Report FY 2019 Page 211

(B)E.2 Board Structure
(B)E.2.1 Is the Nominating Committee comprise entirely of independent directors/commissioners? 50% of Nominating Commitee are independent commisioner

Annual Report FY 2019 page 185

(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 2019 page 201

(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 Articles 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? 67% of Board commisoners are independent commisioner

Annual Report FY 2019 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 page 230.

Annual Report FY 2019 page 230

(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 2019 page 206