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ASEAN Corporate Governance Scorecard 2024
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Basic Shareholder Rights | ||
| 1.1. | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. |
i. Annual dividend was declared and paid equally & timely manner in accordance with the AGMS FY 2023 resolution. Dividends are paid to all shareholders that registered in the Shareholders' register on the recording date determined by the AGMS (May 17, 2024). ii. In the event that there is a decision of the RUPS in relation to cash dividend distribution, Companies must implement the payment of cash dividend to the entitled shareholders within 30 (thirty) days at the latest after the summary of minutes of AGMS that decides the cash dividend distribution is announced (Article 26 section 4.b of Telkom's Article of Association juncto Article 58 of Financial Services Authority Regulation (POJK) No. 15/POJK.04/2020 on Planning & Implementing General Meeting of Shareholders for Public Company) iii. Dividend payment for FY 2023 was approved by shareholders at AGMS on May 03, 2024; The Announcement of Summary of Minutes of AGMS FY 2023 was uploaded on May 07,2024; and dividend payment was completed to all shareholders on June 06, 2024. Which means dividend was paid within 30 days after the summary of minutes of AGMS |
Article 26 section 4.b of Telkom's Article of Association Summary of Minutes of AGMS FY 2023 Information Disclosure Concerning Corporate Action - Cash Dividend Telkom |
| 2. | 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. | ||
| 2.1 | 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 3rd Agenda of Summary Minutes of AGMS FY 2023. |
Article 11 section 19 of Telkom's Article of Association |
| 2.2. | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? | Members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Series A Dwiwarna shareholders which nomination shall bind the GMS (Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association). |
Article 11 section 10 of Telkom's Article of Association. Article 14 section 12 of Telkom's Article of Association. Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 |
| 2.3. | Does the company allow shareholders to elect directors/commissioners individually? |
Members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Series A Dwiwarna shareholders, which nomination shall bind the GMS as stated in Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association. For the election process, shareholders may elect individual Board of Directors and the Board of Comissioners using voting procedures (each holder of 1 share has the right to cast one vote) as stated in Article 25 section 10 of Telkom's Articles of Association |
Article 11 section 10 of Telkom's Article of Association. |
| 2.4. | Does the company disclose the voting procedures used before the start of meeting? | In addition, the election of members of Board of Directors and Board of Commissioners shall be conducted referred to the Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 dated March 24, 2023 regarding Company Organ and Human Resources. | Code of Conduct of AGMS |
| 2.5. | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? | The Minutes of AGMS FY 2023 has recorded that the shareholders were given the opportunity to ask or response in connection with each agenda. It also recorded the question or response submitted by the shareholders and also information if there were no shareholders that raised questions, responses or proposals in certain Agendas. | Minutes of AGMS 2023 |
| 2.6. | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? | Telkom has disclosed the voting results including approval, dissenting opinion, abstain for each agenda item as set out in the Summary of Minutes of AGMS FY 2023. | |
| 2.7. | Does the company disclose the list of board members who attended the most recent AGM? | Telkom has disclosed the list of Board of Directors and Board of Commissioners who attended the AGMS as set out in the Summary of Minutes of AGMS FY 2023. | |
| 2.8. | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? | Telkom has disclosed the list of Board of Directors and Board of Commissioners who attended the AGMS as set out in the Summary of Minutes of AGMS FY 2023. | |
| 2.9. | Does the company allow voting in absentia? |
The shareholders who are unable to attend the Meeting can be represented by their proxies (Article 25 section 9 of Telkom's Article of Association), with provisions that the votes of members of the Board of Directors, Board of Commissioners, employees of the Company who acts as proxies will not counted in the voting collection (Article 25 section 13 of Telkom's Article of Association) The proxies represent their shareholders to provide voting rights for the total number of shares owned by the shareholders (Article 25 section 12 of Telkom's Article of Association) |
Article 25 section 9 of Telkom's Article of Association Article 25 section 12 of Telkom's Article of Association Article 25 section 13 of Telkom's Article of Association |
| 2.10. | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? | Each agenda is decided in the meeting based on voting. Voting by Shareholders who are present electronically is done through eASY.KSEI application and voting by Shareholders who are physically present is done by raising their hands with the following condition: 1) those who voted against or abstain are asked to raise their hands while handing over their filled ballots to the officers, 2) those who vote against or abstain, but the voting card is damaged, torn or wrinkled so that it cannot be properly detected by the computer or the Notary, shall be deemed invalid; 3) those who do not raise their hands shall be deemed to agree; 4) those who leave the Meeting at the time of voting shall be deemed to agree. At the end of each voting, the Notary reads the results of the voting for each agenda. Stated in Point 11 of the Code of Conduct AGMS FY 2023 | Code of Conduct of AGMS |
| 2.11. | 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 and PT Datindo Entrycom, to count and validate the votes. | Summary of Minutes of AGMS FY 2023 |
| 2.12. | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
Telkom has made publicly available the result of the votes taken during the AGMS as set out in the Summary of Minutes of AGMS FY 2023 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 juncto Article 51 section 2 of Financial Services Authority Regulation (POJK) No. 15/POJK.04/2020 on Planning & Implementing General Meeting of Shareholders for Public Company) |
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| 2.13. | Does the company provide at least 21 days notice for all AGMs and EGMs? | Telkom provided 21 days notice for all GMSs, excluded the date of notice and date of GMSs. The notice was published at Indonesian Stock Exchange's website, eASY KSEI and company's website both in English and Indonesian. GMSs dated on May 3, 2024, the Notice of AGMS was published on April 5, 2024. | |
| 2.14. | Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
The rationale, explanation and material for each agenda should be included in the invitation of GMS (Article 23 section 7 of Telkom’s Article of Association). Telkom has provided the rationale and explanation for each agenda which requiring shareholders’ approval as set out in the AGMS Notice and AGMS Proxy Materials- Agenda Explanation, which publicly available and uploaded at Telkom’s website. |
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| 2.15. | Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? | In the AGMS, the agenda can be proposed by the Series A Dwi Warna /a shareholder or more representing at least 1/20 of the total number of shares issued by the Company with valid voting rights. Such proposal should be submitted in writing to the Board of Directors no later than 7 (seven) days prior to the invitation of the AGMS (Article 23 section 6 of the Telkom's Article of Association), as set out in the Announcement of AGMS FY 2023. | |
| 3. | 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? | ||
| 3.1. | 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 2023-2024, 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. |
- Disclosure of Information of Additional Information Material of FMC Initiative |
| 4. | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | ||
| 4.1. | Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? | Company has appoited Practices to encourage Shareholders to engage with 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. Information about Practices can be found in: News, Company website, and Annual Report . |
Annual Report FY 2023, page 247-248
Updated News is on www.telkom.co.id page overview Investor Relations. |
| 5. | Shares and voting rights | ||
| 5.1. | 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 (two) types of shares:
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 Article of Association |
| 6. | Notice of AGM | ||
| 6.1. | Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? | Each decision taken in AGMS deal with only one item according to each agenda, there is no bundling of several items into the same resolution | Summary Minutes of AGMS FY 2023 |
| 6.2. | 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 AGMS Notice is available in bahasa and english, and is published at the same time. | AGMS Notice FY 2023 |
| Does the notice of AGM/circulars have the following details: | |||
| 6.3. | 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 2024 AGMS is published in Telkom's website and Telkom's 2024 AGMS of Proxy Materials. |
Profile of Board of Commisioner |
| 6.4. | Are the auditors seeking appointment/re-appointment clearly identified? |
In 2023 AGMS call, an agenda related to the agreement of the Public Accountant Office appointment to audit the Company's Financial Statements of 2023, the Financial Statements of the Partnership Program, and the Community Development for 2023 was listed (AGMS call). In the decision of the 4 agenda AGMS , Telkom reappointed Purwantoro, Sungkoro and Surja (a member firm of Ernst & Young Global Limited) as Public Accounting Firm to audit the Consolidated Financial Statements of the Company and Report of Micro and Small Business Funding Program of the Company for the Fiscal Year 2024. |
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| 6.5. | Were the proxy documents made easily available? | Proxy Documents & Power of Attornet Form can be obtained in the Telkom's website in addition to the registrar office. | |
| 7. | Insider trading and abusive self-dealing should be prohibited. | ||
| 7.1. | Are the directors / commissioners required to report their dealings in company shares within 3 business days? | Based on Financial Service Authority Regulation (POJK) POJK.4/2024 regarding Reporting of Share Ownership and Share Pledging Activities at the Public Companies are required to report to Company for ownership and any changes to ownership of public company's shares no later than 3 (three) business days after the transaction. | |
| 8. | Related party transactions by directors and key executives. | ||
| 8.1. | Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? | In the Articles of Association, article 12, paragraph 1, there is a policy in which the directors are assigned to carry out all related actions and be responsible for managing the company for the benefit of the company. | Article 12 section 1 and 2 of Telkom's Article of Association |
| 8.2. | 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 members (directors and commissioners) to be unable to participate in the Meetings/ matters which have a conflict of interest, is regulated in the Board Manual. | |
| 8.3. | 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 Board Manual, 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 which revoked by Article 19 and Article 20 of Regulation of the Minister of State-Owned Enterprises No. PER-02/MBU/03/2023 dated March 3, 2023 regarding The guidelines for significant corporate governance and activities of state owned enterprises 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 which revoked by Chapter III article 81 and 82 of Regulation of the Minister of State-Owned Enterprises No. PER-3/MBU/03/2023 dated March 20, 2023 regarding The Guidelines on Remuneration of Board of Directors, Board of Commissioners, and Board of Supervisors of State-Owned Enterprises, the loan is not one of the remuneration components, therefore it is prohibited. |
Regulation of the Minister of State-Owned Enterprise No. PER-01/MBU/02/2011 Regulation of the Minister of State-Owned Enterprise No. PER-01/MBU/05/2019 Regulation of the Minister of State-Owned Enterprise No. PER-2/MBU/03/2023 Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 |
| 9. | Protecting minority shareholders from abusive actions | ||
| 9.1. | 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 2022 as stated in Annual Report FY 2023, page 158. | Annual Report FY 2023, page 158 |
| 9.2. | 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. | Financial Service Authority Regulation (POJK) No. 42 /POJK.04/2020 regarding Affiliated Transaction and Conflict of Interest Transaction |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| Material Sustainability-related information should be specified | |||
| 1. | Sustainability-related disclosure should be consistent, comparable and reliable, and include retrospective and forward-looking material information that a reasonable investor would consider important in making an investment or voting decision | ||
| 1.1. | Does the company identify/report ESG topics that are material to the organization’s strategy? |
Telkom has identified ESG risk and opportunity, and then prioritized the ESG issues that are most significant to both the business (improving financial and operational performance) and its stakeholders using the Materiality Matrix. This process resulted in a list of material ESG topics for the Company, which are divided into 3 (three) pillars:
|
Sustainability Report FY 2023, page 33-35 |
| 1.2. | Does the company identify climate change as an issue? | Telkom has voluntarily adopted IFRS S2 in 2023. As such, Telkom has released their climate risk report adopting this standard which also elaborating the impact (risk and opportunities) of climate change toward their business. This adoption includes assessing the impact of climate change risk towards the assets owned by the company. In the 2023 risk profile, flooding has been identified as a key driver of an operational risk related to disruptions in infrastructure and IT systems. By adopting IFRS S2, Telkom has covered aspects of assessing the impact of climate changes which comprises the governance, risk management, strategy, and also metrics and targets. | |
| 1.3. | Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)? | Telkom has disclosed a sustainability report in compliance with Financial Services Authority Regulation (POJK) No. 51/POJK.03/2017 on the Implementation of Sustainable Finance for Financial Services Institutions, Issuers and Public Companies. This sustainability report is also prepared with reference to several frameworks and standards such as GRI and SASB. In addition, Telkom has early adopted IFRS S1 and S2. As early adopted IFRS S2 Telkom has assessed the impacts of climate change to the particular company's assets. | Sustainability Report FY 2023, page 4 |
| If a company publicly sets a sustainability-related goal or target, the disclosure framework should provide that reliable metrics are regularly disclosed in an easily accessible form | |||
| 1.4. | Does the company disclose quantitative sustainability target? |
Telkom has diclosed quantitative sustainability target in 2025 & 2030 and the performance progress in 2023. Management will continuously review and assess the accomplishment of targets for operational performance and financial performance as well as ESG performance. Currently, Telkom has identified greenhouse gas emissions (GHG) as the fundamental metric related to climate. This metric will continue to be measured and monitored alongside the strengthening of climate risk and opportunity management internally. Telkom will also enrich other climate-related metrics as recommended by applicable standards. Telkom has provided feedback form to capture stakeholders' aspirations about our sustainability metrics. |
Sustainability Report FY 2023, page 24-25 Sustainability Report FY 2023, page 40-46 |
| 1.5. | Does the company disclose sustainability-related performance progress in relation to its previously set targets? | Telkom has disclosed sustainability-related performance progress in relation to its previously set targets. |
Sustainability ReportFY 2023, page 24-25 |
| 1.6. | Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee? | Telkom's sustainability report is reviewed and approved by the Board of Directors and the Board of Commissioners. It contains a statement signed by the President Director and the President Commissioner. | Sustainability Report FY 2023, page 6-15 |
| 2. | Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters | ||
| 2.1. | Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? | Telkom has engaged internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the company's business, including determining significant issues that take stakeholders' concerns into account. In addition, Telkom provides a feedback form to capture stakeholders' aspirations for continuous improvement. | |
| 2.2. | Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? | Telkom has engaged external stakeholders to exchange views and gather feedback on sustainability matters that are material to the company's business through various channels, including a feedback form to capture stakeholders' aspirations for continuous improvement. | |
| 3. | The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climaterelated physical and transition risks | ||
| Boards should assess whether the company’s capital structure is compatible with its strategic goals and its associated risk appetite to ensure it is resilient to different scenarios | |||
| 3.1. | Does the company disclose that the board reviews on an annual basis that the company's capital and debt structure is compatible with its strategic goals and its associated risk appetite? | The company's board has conducted reviews on an annual basis of the company's capital and debt structure which are reviewed every month in the Management Review (RADIR) forum by considering objectives (target), guidelines and the company's risk appetite which is embedded in document long-term strategy (RJPP - Rencana jangka panjang perusahaan), medium-term strategy (CSS - corporate strategic scenario) and short-term strategy (RKAP - rencana kerja anggaran perusahaan). | |
| 4. | The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises | ||
| Does the company disclose a policy and practices that address : | |||
| 4.1. | The existence and scope of the company's efforts to address customers' welfare? | Telkom has a policy to take care of customer’s welfare that is listed on the Corporate Social Responsibility and Environmental as stated in Annual Report FY 2023, page 292-306 and Sustainability Report FY 2023, page 80 | |
| 4.2. | 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 disclose procedures of supplier selection (procurement process) in Annual Report FY 2023, page 168. This prosedures in based on Decision of the Resolution of Director of Finance Number PR.301.08/r.05/HK240/ COP-K0700000/2022 regarding Guidelines for Procurement Implementation. | Annual Report FY 2023, page 168 |
| 4.3. | 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 as stated in Annual Report FY 2023, page 292-306. | Annual Report FY 2023, page 292-306 |
| 4.4. | The company's efforts to interact with the communities in which they operate? | In order to interact with the community, Telkom has company's corporate social and environmental responsibility program as stated in Annual Report FY 2023, page 292-306. | Annual Report FY 2023, page 292-306 |
| 4.5. | 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. TelkomGroup also shows its commitment by obtaining the ISO 37001: 2016 certificate regarding Anti-Bribery Management Systems since August 2020 as stated in Annual Report FY 2023, page 288. |
Annual Report FY 2023, page 288 |
| 4.6. | 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 as stated in Annual Report FY 2023, page 168-169. | Annual Report FY 2023, page 158 |
| 4.7. | 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 292-310. Telkom also described its effort on ESG issues in 20-F with title Corporate and Social Responsibility. Evidence: 20-F page 86-87. | |
| 5. | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | ||
| 5.1. | 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. |
https://www.telkom.co.id/sites/about-us/en_US/page/contact-us-1063 |
| 6. | Mechanisms for employee participation should be permitted to develop. | ||
| 6.1. | 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 was stated in Annual Report FY 2023, page 75-78 and Sustainability Report page 72-74 and 83. |
Annual Report FY 2023, page 75-78 |
| 6.2. | 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 was stated in Annual Report FY 2023, page 75-78 and company regulation. | |
| 6.3. | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? |
Telkom has a compensation reward and compensation policy that accounts for the company's performance beyond short-term financial measures. Reward policy regulated in PR 206/2022 about learning and development management on article 12. Beside that, Telkom also has a scholarship program for its employees who wish to continue their education at the master’s and/ or doctoral level through the Great People Scholarship Program (GPSP). The company provides this long-term program to retain employees. In 2023, 98 employees continued their education abroad, and no employees continued their education at domestic universities. |
Company Regulation on Reward and Compensation |
| 7. | 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. | ||
| 7.1. | 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 was stated in Annual Report FY 2023, page 276-278 | Annual Report FY 2023, page 276-278 |
| 7.2. | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? | Whistleblowing system policy was stated in Annual Report FY 2022, page 276. | Annual Report FY 2023, page 276 |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Transparent ownership structure | ||
| 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 was stated in Annual Report FY 2023, page 79. | Annual Report FY 2023, page 79 |
| 1.2. | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? | Telkom has disclosed direct and indirect shareholders of major and/or substantial shareholdings was stated in Annual Report FY 2023, page 79-81. | Annual Report FY 2023, page 79-81 |
| 1.3. | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? | Telkom has disclosed information regarding Shareholders composition was stated in Annual Report FY 2023, page 79-81. | Annual Report FY 2023, page 79-81 |
| 1.4. | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? | Telkom has disclosed information regarding Shareholders composition was stated in Annual Report FY 2023, page 79 and 282-284. | |
| 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 details of the parent/ holding company, subsidiaries, associated, joint ventures, and special purpose enterprise/ vehicle (SPEs)/ (SPVs) was stated in Annual Report FY 2023, page 82-88 | Annual Report FY 2023, page 82-88 |
| 2. | Quality of Annual Report | ||
| Does the company's annual report disclose the following items: | |||
| 2.1. | Corporate objectives | Telkom discloses corporate objective in official website and in the Annual Report FY 2023 page 46-47. |
Corporate Objectives https://www.telkom.co.id/sites/about-us/en_US/page/profile-and-brief-history-24 |
| 2.2. | Financial performance indicators |
1. Financial Indicators was stated in Annual Report FY 2023, pages 16-17. 2. Comprehensive Financial Performance was stated in Annual Report FY 2023, page 131-161. |
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| 2.3. | Non-financial performance indicators |
1. Operational Highlight was stated in Annual Report FY 2023, page 103-121 2. Awards and Certification has disclosed in website and Sustainability Report FY 2023, page 26-29 3. Telkom has a Corporate Governance Scorecard method as a non-financial indicator as stated in Annual Report FY 2023, page 170 |
Annual Report FY 2023, page 103-121
Telkom Indonesia Award https://www.telkom.co.id/sites/about-us/en_US/page/award-651 |
| 2.4. | Dividend policy |
1. Dividend Policy has published in Telkom's website. 2. Dividend Payment was stated in Annual Report FY 2023, page 156. |
Telkom Indonesia Award https://www.telkom.co.id/sites/investor-relations/en_US/page/dividend-policy-226 |
| 2.5. | Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners | Telkom has disclosed biographical details through corporate website and Telkom's Annual Report FY 2023, page 58-62 and page 66-70. | |
| Corporate Governance Confirmation Statement | |||
| 2.6. | Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? | Telkom has disclosed statement confirming the company's full compliance with the code of corporate governance as stated in Annual Report FY 2023, page 165-169 | Annual Report FY 2023, page 165-169 |
| 3. | Remuneration of Members of the Board and Key Executives | ||
| 3.1. | Is there disclosure of the fee structure for non-executive directors/ commissioners? | Telkom has the fee structure for non executive directors/ commisioners refers to PER-04/MBU/2014 & PER-12/MBU/11/2020 are honorarium, allowances (religious transportation, post-employment insurance), medical facility, legal facility and tantiem. It was stated in Annual Report FY 2023, page 218-220. | Annual Report FY 2023, page 218-220 |
| 3.2. | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each nonexecutive director/commissioner? | Telkom has stated the details of remuneration of Board of Commissioner in Annual Report | Annual Report FY 2023, page 219 |
| 3.3. | 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 stated the details of remuneration refers to PER-04/MBU/2014 & PER-12/MBU/11/2020 in Annual Report FY 2023, page 218-220. | Annual Report FY 2023, page 218-220 |
| 3.4. | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]? | Telkom has stated the details of remuneration of Board of Directort in Annual Report | Annual Report FY 2023, page 220 |
| 4. | Disclosure of related party transactions (RPT) | ||
| 4.1. | Does the company disclose its policy covering the review and approval of material RPTs? |
Telkom has disclosed its policy covering the review and approval of material RPTs in Annual Report FY 2023, page 158. 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 2023, page 158 |
| 4.2. | Does the company disclose the name, relationship, nature and value for each material RPTs? | Company disclose the name, relationship, nature and value for each material RPTs as stated in Annual Report FY 2023, page 158 (see: table). | Annual Report FY 2023, page 158 |
| 5. | Directors and commissioners dealings in shares of the company | ||
| 5.1. | Does the company disclose trading in the company's shares by insiders? |
Telkom has disclosed about insider trading in topic Implementation of GCG management principal - financial services authority: PRINCIPLE 7 No.1. To have a Policy to prevent Insider Trading. Based on the Director of Human Capital Management Regulation No. PR 209.05/r.01/HK250/COP-A4000000/ 2020 concerning Employee Discipline, the policy to prevent Insider Trading practices is contained in Article 5 regarding prohibitions for each employee including abuse of authority or position and unauthorized use of Company information. |
|
| 6. | External auditor and Auditor Report | ||
| Where the same audit firm is engaged for both audit and non-audit services | |||
| 6.1. | Are the audit and non-audit fees disclosed? | Audit and non-audit fees was disclosed in Annual Report FY 2023, page 93-95: Name and Address of Institutions and/or Supporting Capital Market Professions | Annual Report FY 2023, page 93-95 |
| 6.2. | Does the non-audit fee exceed the audit fees? | The incurred fees for other service would never exceed the fees for audit services as stated in Annual Report FY 2023, pages 95. | Annual Report FY 2023, pages 95 |
| 7. | Medium of communications | ||
| Does the company use the following modes of communication? | |||
| 7.1. | Quarterly reporting | The company issued quarterly financial reports and reported them to OJK, IDX and posted on the company's website. The company also issued a quarterly Info memo uploaded on the company's website. |
Financial Statements https://telkom.co.id/sites/about-telkom/en_US/page/ir-laporan-keuangan-148
Info Memo https://telkom.co.id/sites/about-telkom/en_US/page/ir-info-memo-156 |
| 7.2. | Company website | Telkom uses Company Website as a medium of communication |
Telkom Website www.telkom.co.id |
| 7.3. | 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. | https://telkom.co.id/sites/about-telkom/en_US/page/investors-calendar-534 |
| 7.4. | Media briefings /press conferences | Telkom uses press conference as communication channel which its content is published through news release. The information may be accessed through Telkom Website (News - News Release). |
Press Release https://telkom.co.id/sites/about-telkom/en_US/page/news-about-telkom-124?category=press-release-1 |
| 8. | Timely filing/release of annual/financial reports | ||
| 8.1. | Are the audited annual financial report / statement released within 120 days from the financial year end? | The audited financial report of 2023 was released on March 24, 2024. |
Financial Statements & Annual Report https://www.idx.co.id/en/listed-companies/company-profiles/TLKM |
| 8.2. | Is the annual report released within 120 days from the financial year end? | Annual Report of 2023 was released on March 31, 2024. |
Financial Statements & Annual Report https://www.telkom.co.id/sites/about-telkom/en_US/page/ir-laporan-tahunan-152 |
| 8.3. | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? | The true and fair representation of the Annual Report FY 2023 is affirmed by the Ririek Adriansyah as President Director and Heri Supriadi as Finance Director. | Annual Report FY 2023, page 43 |
| 9. | Company website | ||
| Does the company have a website disclosing up-to-date information on the following: | |||
| 9.1. | Financial statements/reports (latest quarterly) | The company disclosed quarterly financial reports and Info memo on the company's website. |
Financial Statements https://telkom.co.id/sites/about-telkom/en_US/page/ir-laporan-keuangan-148
Info Memo https://telkom.co.id/sites/about-telkom/en_US/page/ir-info-memo-156 |
| 9.2. | Materials provided in briefings to analysts and media | Telkom disclosed materials provided to analysts and media through Investor Relations menu. |
Information to Investors https://telkom.co.id/sites/about-telkom/en_US/page/ir-informasi-kepada-investor-168 |
| 9.3. | Downloadable annual report | Information regarding the company's Annual Report FY 2023 is publicly accessible through company's official website at Investor Relations menu. |
Annual Report https://telkom.co.id/sites/about-telkom/en_US/page/ir-laporan-tahunan-152 |
| 9.4. | Notice of AGM and/or EGM | Information on Notice of AGM and/or EGM is publicly accessible through company's official website at Investor Relations page. |
GMS (General Meeting of Shareholders) https://telkom.co.id/sites/about-telkom/en_US/page/ir-gms-136 |
| 9.5. | Minutes of AGM and/or EGM | Information regarding to Minutes of AGM and/or EGM is publicly accessible through company's official website at Investor Relations menu. |
GMS (General Meeting of Shareholders) https://telkom.co.id/sites/about-telkom/en_US/page/ir-gms-136 |
| 9.6. | Company's constitution (company's by-laws, memorandum and articles of association) | Telkom has disclosed the Articles of Association of the Company on Telkom's Website. There is no Amendment to the Articles of Association of the Company in 2024, therefore the Articles of Association is still referring to Deed No. 37 of 2022 dated 22 June 2022 made before Notary Ashoya Ratam, S.H., M.Kn. |
Telkom's Article Association https://www.telkom.co.id/sites/about-telkom/en_US/page/ir-anggaran-dasar-188 |
| 10. | Investor relations | ||
| 10.1. | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? |
Telkom has disclosed detail of contact from Investor Relations unit available at Telkom Website. Contact detail Corporate Communication unit and Investor Relation unit (Telkom Website). |
Contact Detail https://telkom.co.id/sites/about-telkom/en_US/page/contact-detail-195 |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Board Duties and Responsibilities | ||
| Clearly defined board responsibilities and corporate governance policy | |||
| 1.1. | Does the company disclose its corporate governance policy/ board charter? | Telkom has disclosed Board Manual, available at Telkom Website (GCG - Board of Commissioners and Directors Work Ethics). |
Manual Board https://www.telkom.co.id/sites/about-us/en_US/page/board-of-commissioners-and-directors-234 |
| 1.2. | Are the types of decisions requiring board of directors/ commissioners' approval disclosed? | Based on the Article 12 section 7 of Articles of Association of the Company, it determines the types of actions by Board of Director that shall acquired written approval from Board of Commissioner. | Article 12 section 7 of Telkom's Article of Association |
| 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 of Telkom's Articles of Association and Board Manual. |
Article 12 of Telkom's Article of Association Article 15 of Telkom's Article of Association |
| Corporate Vision/ Mission | |||
| 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 https://www.telkom.co.id/sites/about-us/en_US/page/profile-and-brief-history-24 |
| 1.5. | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? | The Board of Directors play most significant role in developing and reviewing annual Telkom's strategy. This is stipulated under the Article 17 of Telkom's Articles of Association, that requires the Board of Directors to prepare the report on the business strategy in the model of Company's Annual Work Plan and Budget for each financial year. | Article 17 of Telkom's Articles of Association |
| 1.6. | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
The Board of Directors have the duties in carrying out all actions related to and responsible for the management of the Company and for the interest of the Company. Furthermore, Telkom's Board of Directors also required to prepare the following documents to achieve the target of the Company: (i) Company's Long Term Plan; (ii) Company's Annual Work Plan and Budget, which also includes: mission, business objectives, business strategy, company policies, and work programs/ activities; (iii) Corporate Strategic Scenario (CSS) Documents; (iv) Corporate Annual Message (CAM). To evaluate the implementation progress of company’s strategy, Telkom’s Board of Directors through a Meeting of the Board of Directors or under the joint approval mechanism shall be authorized to strive to achieve the target indicators for financial, operational and administrative aspects used as the basis for assessing the level of health of the Company in accordance with the performance target determined by the Shareholders and to establish performance targets and performance evaluation of the Company, Directorates, Operation Units and Business Units. |
Article 12 section 1 of Telkom's of Articles of Association Article 17 section 1(a) of Telkom's of Articles of Association Board Manual, Chapter II Part D section 1 and section 2 |
| 2. | Board structure | ||
| Code of Ethics or Conduct | |||
| 2.1. | Are the details of the code of ethics or conduct disclosed? | Details of Telkom's code of conduct was stated in Annual Report FY 2023, page 286-287. | Annual Report FY 2023, page 286-287 |
| 2.2. | Are all directors/ commissioners, senior management and employees required to comply with the code/s? | The codes apply to all employee including director and commissioner throughout the organization as stated in Annual Report FY 2023, page 286-287 and Telkom's website. |
Annual Report FY 2023, page 286-287
Code of Ethics and Corporate Culture https://www.telkom.co.id/sites/about-us/en_US/page/code-of-ethics-and-corporate-culture-80 |
| 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 as stated in Annual Report FY 2023, page 48-49, page 286-287 and Telkom's website. |
Annual Report FY 2023, page 48-49 Annual Report FY 2023, page 286-287
Code of Ethics and Corporate Culture https://www.telkom.co.id/sites/about-us/en_US/page/code-of-ethics-and-corporate-culture-80 |
| Board Structure & Composition | |||
| 2.4. | Do independent directors/ commissioners make up at least 50% of the board of directors/ commissioners? | Based on the Summary of Minutes of AGMS FY 2023, the composition of independent commisioner is 3 (three) out of 9 (nine) members of Board od Commisioners. | Summary of Minutes 2023 |
| 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? 1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
It is regulated that the term of office of Board of Directors and Board of Commissioners shall be 5 (five) years and can be reappointed for 1 (one) term of office. (Article 11 section 12 and Article 14 section 14 of Telkom’s Articles of Association). Furthermore, the term of office is also regulated under the Indonesian State-Owned Entities Act No.19 of 2003 and Government Regulation No. 45 of 2005 concerning Establishment, Management, Supervision, and Dissolution of State-Owned Entities as lastly amended by Government Regulation No. 23 of 2022, which stated that the term of of office for member of Board of Commissioners and Directors are determined for 5 (five) years and possible to be reappointed for 1 (one) term of office. |
Article 11 section 12 of Telkom's Articles of Association Article 14 section 14 of Telkom's Articles of Association |
| 2.6. | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? | The Members of the Board of Directors and Board of Commissioners are prohibited from holding concurrent positions. This provision is regulated under Article 11 section 28, Article 14 section 29 of Telkom's Articles of Association, and Board Manual Chapter II Part Q. |
Article 11 section 28 of Telkom's Articles of Association |
| 2.7. | 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? | All of directors do not have any directorship in other listed company | |
| Nominating Committee | |||
| 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 https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.9. | Is the Nominating Committee comprised of a majority of independent directors/ commissioners? | Committee for Nomination and Remuneration of Telkom consist of 2 (two) independent commissioners and 5 (five) commissioners, which is stated in Telkom's official website. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.10. | Is the chairman of the Nominating Committee an independent director/ commissioner? | The chairman of Committee for Nomination and Remuneration was independent commissioners, named Wawan Iriawan. | Annual Report FY 2023, page 158 |
| 2.11. | Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? | Telkom has listed Charter of the Nomination Committee through Telkom Website and Annual Report FY 2023, page 209-220. |
Annual Report FY 2023, page 209-220.
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.12. | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | Telkom is obliged to comply with OJK Regulation No. 34/POJK.04/2014 regarding Committee for Nomination and Remuneration which regulates the minimum number of Committee for Nomination and Remuneration Meeting at least once in 4 (four) months. It was stated in Annual Report FY 2023, page 211-218: the meeting attendance of the Nominating Committee in 2023. | Annual Report FY 2023, page 211-218 |
| Remuneration Committee/ Compensation Committee | |||
| 2.13. | Does the company have a Remuneration Committee? | Telkom has a Committee for Nomination and Remuneration assisting the Board of Commissioners. Available at Telkom Website (GCG - Committees). |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.14. | Is the Remuneration Committee comprised of a majority of independent directors/ commissioners? | Committee for Nomination and Remuneration of Telkom consist of 2 (two) independent commissioners and 5 (five) commissioners, which is stated in Telkom's official website. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.15. | Is the chairman of the Remuneration Committee an independent director/ commissioner? | The chairman of Committee for Nomination and Remuneration was independent commissioners, named Wawan Iriawan. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.16. | Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? | Telkom has listed Charter of the Nomination Committee through Telkom Website and Annual Report FY 2023, page 209-220. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.17. | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | Telkom is obliged to comply with OJK Regulation No. 34/POJK.04/2014 regarding Committee for Nomination and Remuneration which regulates the minimum number of Committee for Nomination and Remuneration Meeting at least once in 4 (four) months. It was stated in Annual Report FY 2023, page 211-218: the meeting attendance of the Remuneration Committee in 2023. In 2023, Telkom's Remuneration Committee Meeting has held 57 meetings. | Annual Report FY 2023, page 211-218 |
| Audit Committee | |||
| 2.18. | Does the company have an Audit Committee? | Telkom has Audit Committee which runs its functions accordingly on Telkom Website. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 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 3 (four) independent commissioners and 2 (two) independent member, which is stated in Telkom's official website. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.20. | Is the chairman of the Audit Committee an independent director/ commissioner? | The chairman of Audit Committee was Independent commisioner, named Bono Daru Adji. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | Telkom has listed Charter Audit Committee through Telkom Website and Annual Report FY 2023, page 186-193. |
Annual Report FY 2023, page 199-208
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.22. | Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? | Telkom has 2 (two) members of Audit Committe as independent members with accounting qualification. It was stated in Annual Report FY 2023, page 202. | Annual Report FY 2023, page 202 |
| 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 has Audit Committee that conducts regular meeting at least once in 3 (three) months as stated in Annual Report FY 2023, page 206-207. | Annual Report FY 2023, page 206-207 |
| 2.24. | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | Telkom has Audit Committee that responsible to assist the Board of Commissioners in the process of selecting independent auditors to conduct the integrated audit for the Company and its consolidated subsidiaries based on independence, the scope of work and service fee. | Annual Report FY 2023, page 202-205 |
| 3. | Board Processes | ||
| Board meetings and attendance | |||
| 3.1. | Are the board of directors meeting scheduled before the start of financial year? |
According to Articles of Association, Board of Directors meetings has provision for holding Internal Meeting 1 (once) every month. If needed, Board of Directors can hold other Meeting any time. In 2023 there are 68 Board of Directors Meeting. In addition, refer to Board Manual section VI about Calendar of Events, the Board of Directors Meetings has been setup 1 (once) every month and if needed, Board of Directors can hold other Meeting any time. According to this time plan then The Corporate Secretary will arrange every formal invitation and the agenda for Board of Directors Meeting. At the beginning of the financial year, the Reporting Framework (as attached ) will be explained to the Board of Director, so that Board of Directors will know type of performance report that need to be prepared every week |
|
| 3.2. | Does the board of directors/ commissioners meet at least six times during the year? | Board of Directors and Board of Commissioners meetings in 2023 are stated in Annual Report FY 2023. There are 13 (thirtheen) BoC-BoD meeting in 2023. | Annual Report FY 2023, page 190-196 |
| 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 2023. It was stated in Annual Report FY 2023, page 193 & 196 for Board of Commissioner Attendance. And for Board of Directors Attendance was stated in Annual Report FY 2023, page 197 & 246 |
Annual Report FY 2023, page 193 |
| 3.4. | Does the company require a minimum quorum of at least 2/3 for board decisions? | A quorum is reached when more than half of the members of the Board of Directors are present or legally represented at the Meeting. It also applies to the meeting of the Board of Commissioners |
Annual Report FY 2023, page 190 Annual Report FY 2023, page 238 Article 13 section 13 and 15 of Telkom's Article of Association |
| 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 Commissioner meetings was held 27 times during the year 2023 | Annual Report FY 2023, page 190-193 |
| Access to information | |||
| 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 every Quarters BoC-BoD meetings provided to the board at least 5 (five) business days in advance of the board meeting. | |
| 3.7. | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | In accordance with POJK No. 35/POJK.04/2014 Regarding Corporate Secretary of Issuers or Public Companies, Telkom has the function of Corporate Secretary/Investor Relations, which facilitates internal communication between the Board of Directors and the Board of Commissioners. The Corporate Secretary is a Company organ that plays an essential role in facilitating internal Company communications, establishing relationships between the Company and its Shareholders, Government, Financial Services Authority, and other stakeholders, as well as ensuring the Company’s compliance with regulations relating to the Capital Market | Annual Report FY 2023, page 247 |
| 3.8. | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | Corporate Secretary education and training has been carried out 2 times in 2023. | Annual Report FY 2023, page 248 |
| Board Appointments and Re-Election | |||
| 3.9. | Does the company disclose the criteria used in selecting new directors/ commissioners? | Telkom has disclosed the criteria used in selecting new members of the Board of Directors and Board of Commissioners, which stipulated in Article 11 section 3 and Article 14 section 4 of Telkom’s Article of Association. | |
| 3.10. | Did the company describe the process followed in appointing new directors/ commissioners? | Telkom has disclosed the process in appointing new directors/ commissioners as regulated under Article 11 section 10 and Article 14 section 12 of Telkom’s Article of Association). | |
| 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? 2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
The period of office of Board of Directors and Board of Commissioners of the Company shall be 5 (five) years and can be reappointed for 1 (one) period of office, as stipulated under: 1. Article 11 section 12 of Telkom Articles of Association; 2. Article 14 section 14 of Telkom’s Articles of Association; 3. Indonesian State-Owned Entities Act No.19 of 2003; and 4. Article 16, Article 19 and Article 52 of Government Regulation (GR) No. 45 of 2005 regarding Establishment, Management, Supervision, and Dissolution of State-Owned Enterprises as lastly amended by GR No. 23 of 2022. |
Article 11 section 12 of Telkom’s Article of Association Article 14 section 14 of Telkom’s Article of Association |
| Remuneration Matters | |||
| 3.12. | 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. It was stated in 3rd Agenda, Summary Minutes of AGMS FY 2023. | Summary Minutes of AGMS FY 2023 |
| 3.13. | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses? |
Telkom has measurable standards to align the performance-based remuneration. Telkom has adopt the Minister of SOE issued Regulation of the Minister of State-Owned EnterprisesNo. Per-3/MBU/03/2023 regarding Organs and Human Resources of State-Owned Enterprises (Minister Regulation 3 of SOE). Telkom has confirmed the implementation of Minister Regulation 3 of SOE in Telkom areas through the GMS Resolution for the 2022 financial year. One of the things regulated in the Minister of StateOwned Enterprises Regulation No. Per-3/MBU/03/2023 regarding Organs and Human Resources of State-Owned Enterprises is the provision for postponing the payment of part of the tantiem, and Long Term Incentive (LTI) to the Board of Directors and Board of Commissioners. Each year, the Board of Commissioners conducts an assessment of the performance of the Board of Directors, which is comprehensively described in the Key Performance Indicators (KPI) of the Board of Directors individually and collegially, in accordance with the Articles of Association of the company, as well as the realization of the RKAP. Beside that On June 22, 2022, our Board of Directors adopted an executive compensation recovery policy (the "Clawback Policy"), which provides for the recovery of certain incentive-based compensation from current and former members of our Board of Commissioners and/or our Board of Directors in the event that we are required to restate any of our financial statements filed with the SEC under the Exchange Act to correct an error that is material to the previously-issued financial statements, or that would result in a material misstatement if the error were corrected in the current period or left uncorrected in the current period. |
Annual Report FY 2023, page 28 Annual Report FY 2023, page 197-198 Annual Report FY 2023, page 219 |
| Internal Audit | |||
| 3.14. | Does the company have a separate internal audit function? | Telkom has separate internal audit function regarding internal control, risk management, and corporate governance as stated in Annual Report FY 2023, page 250 | Annual Report FY 2023, page 250 |
| 3.15. | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | Telkom has disclosed the profile of Senior Vice President Internal Audit (Mr. Daru Mulyawan) as stated in Annual Report FY 2023, page 249 | Annual Report FY 2023, page 249 |
| 3.16. | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | Appointment and removal of SVP Internal Audit is the responsibility of President Director after obtaining approval of Board of Commissioner. It was stated in Annual Report FY 2023, page 250 | Annual Report FY 2023, page 250 |
| Risk Oversight | |||
| 3.17. | 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 and risk management framework as stated in Annual Report FY 2023, page 254-260 | Annual Report FY 2023, page 254-260 |
| 3.18. | 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 2023. It was stated in Annual Report FY 2023, page 255-257. | Annual Report FY 2023, page 255-257 |
| 3.19. | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | Telkom has disclosed the key risk on telecommunication business as stated in Annual Report FY 2023, page 271-274 | Annual Report FY 2023, page 271-274 |
| 3.20. | Does the Annual Report/ Annual CG Report contain a statement from the board of directors/ commissioners or Audit Committee commenting on the adequacy of the company's internal controls/ risk management systems? | Telkom ensures the effectiveness of implementation Internal Audit activities by implementing SOA 302/404 as stated in Annual Report FY 2023, page 255-257. | Annual Report FY 2023, page 255-257 |
| 4. | People on the Board | ||
| Board Chairman | |||
| 4.1. | Do different persons assume the roles of chairman and CEO? | President Director is held by Mr. Ririek Adriansyah and President Commissioner were held by Mr. Bambang Permadi Soemantri Brodjonegoro. It was stated in Annual Report FY 2023, page 172-177. | Annual Report FY 2023, page 172-177 |
| 4.2. | Is the chairman an independent director/ commissioner? | President Commissioner of Telkom is an Independent Commissioner (Mr. Bambang Permadi Soemantri Brodjonegoro) as stated in Annual Report FY 2023, page 188. | Annual Report FY 2023, page 188 |
| 4.3. | Is any of the directors a former CEO of the company in the past 2 years? | Telkom has no Board of Directors previously positioned as President Director in the last 2 (two) years as stated in Annual Report FY 2023, page 172-177. | Annual Report FY 2023, page 172-177 |
| 4.4. | Are the roles and responsibilities of the chairman disclosed? | Telkom has disclosed the roles and responsibilities of the chairman as stated in Annual Report FY 2023, page 178-180. | Annual Report FY 2023, page 178-180 |
| Lead Independent Director | |||
| 4.5. | If the Chairman is not independent, has the Board appointed a Lead/ Senior Independent Director and has his/ her role been defined? | President Commissioner of Telkom is an Independent Commissioner as stated in Annual Report FY 2023, page 189. | Annual Report FY 2023, page 189 |
| Skills and Competencies | |||
| 4.6. | Does at least one non-executive director/ commissioner have prior working experience in the major sector that the company is operating in? | Telkom has Mr. Ismail as Commissioner who previously work in the field of information technology as stated in Annual Report FY 2023, page 60. | Annual Report FY 2023, page 60 |
| 5. | Board Performance | ||
| Directors Development | |||
| 5.1. | Does the company have orientation programmes for new directors/ commissioners? | Telkom has orientation programmes for new directors. Details of the orientation (introductory program) as stated in Chapter I Point L and Chapter II Point O of Board Manual. |
Annual Report FY 2023, page 180-187 Annual Report FY 2023, page 233-234 |
| 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/ Commissioners to improve their competencies through professional education programmes as stated in Annual Report FY 2023, page 233-234 | Annual Report FY 2023, page 233-234 |
| CEO/ Executive Management Appointments and Performance | |||
| 5.3. | Does the company disclose the process on how the board of directors/ commissioners plans for the succession of the CEO/Managing Director/President and key management? | Based on Article 11 section 10 and Article 14 section 12 of Telkom’s Articles of Association, members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Shareholders of Series A Dwiwarna shares, which nomination shall bind the GMS. Furthermore, the Annual Report also has disclosed the role of Committee for Nomination and Remuneration in such process. |
Article 11 section 10 of Telkom’s Article of Association Article 14 section 12 of Telkom’s Article of Association |
| 5.4. | Does the board of directors/ commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | Telkom has disclosed an annual performance assesment of the CEO/Managing Director/President based on realization of management contract and determination of the final performance score as stated in Annual Report FY 2023, page 197-198. | Annual Report FY 2023, page 197-198 |
| Board Appraisal | |||
| 5.5. | Did the company conduct an annual performance assessment of the board of directors/ commissioners and disclose the criteria and process followed for the assessment? | Telkom has disclosed the criteria and process of the annual performance assesment of the CEO/Managing Director/President as stated in Annual Report FY 2023, page 197-198. | Annual Report FY 2023, page 197-198 |
| Director Appraisal | |||
| 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/Commissioners based on achievement of specific KPI at the end of year as stated in Annual Report FY 2023, page 197-198. | Annual Report FY 2023, page 197-198 |
| Committee Appraisal | |||
| 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 as stated in Annual Report FY 2023, page 197-198. | Annual Report FY 2023, page 197-198 |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| (B)A. | Right of Shareholder | ||
| (B)A.1. | Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. | ||
| (B)A.1.1. | Does the company practice real time secure electronic voting in absentia at general meetings of shareholders? |
Yes, the Company practices secure electroning voting in absentia at the general meeting of shareholders. For the shareholders who can not attend the Meeting physically, the Company allows the shareholders to attend the Meeting and cast a vote electronically through KSEI System facility called as eASY.KSEI by the application provided by KSEI and informed by the Company to shareholders through AGMS Notice FY 2023 and Code of Conduct of AGMS FY 2023. Shareholders also may grant their power of attorney electronically to the Proxy through eASY.KSEI application or in writing. |
Code of Conduct of AGMS FY 2023 |
| (B)A. | Equitable treatment of shareholders | ||
| (B)A.2. | Notice of AGM | ||
| (B)A.2.1. | 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? | Telkom releases its notice of AGM with detailed agenda and the explanation in the AGM Notice. Telkom has also announced the AGM Notice to the Exchange less than 28 days before the date of AGM. Both of these releases are in the company official website. | AGMS Notice FY 2023 |
| (B)B. | Sustainabiliy and Resillence | ||
| (B)B.1.1. | Does the company disclose how it manages climate-related risks and opportunities? | Telkom has managed climate-related risks and opportunities. By adopting IFRS S2, Telkom has covered aspects of assessing the impact of climate changes which comprises the governance, risk management, strategy, and also metrics and targets. | |
| (B)B.1.2. | Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured? | Telkom has ensured that all data and information have been approved and validated by the relevant divisions to enhance the report's reliability. All disclosures have been reviewed by management and approved by the President Director and President Commissioner, Telkom's highest officials in sustainability governance. | Sustainability Report page 5 |
| (B)B.1.3. | Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? | Telkom has disclosed the engagement channel for stakeholder to give feedback and concern about ESG matters via feedback form, phone number and e-mail of Investor Relation Unit. | |
| (B)B.1.4. | Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters? | Telkom has a dedicated unit for Sustainability/ESG matters within TelkomGroup, known as the Sub Department of Sustainability, under the Director of Finance and Risk Management. Its main role is to orchestrate the governance for implementing sustainability initiatives, including ESG aspects. This regulation is based on the Board of Directors Regulation No. PD.202.47/r.08/HK200/COP-A2000000/2023, related to the Organization of the Directorate of Finance and Risk Management, signed on December 29, 2023. | Sustainability Report page 32-33 |
| (B)B.1.5. | Does the company disclose board of directors/commissioners' oversight of sustainability-related risks and opportunities? | TTelkom has a procedure for the board of directors/commissioners' oversight of sustainability-related risks and opportunities in planning, implementation and evaluation process. The Risk Management & Sustainability Department regularly identify, monitors and evaluates sustainability-related risks as part of TelkomGroup's top risk/risk profile, reporting their findings to the Director of Finance and Risk Management (FRM) and the Committee for Planning and Risk Evaluation and Monitoring (KEMPR). | Sustainability Report page 38-39 |
| (B)B.1.6. | Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? | Telkom has disclosed particular sustainability related performance metrics of executive director and commisioners in the company's annual report. | Annual Report page 197-198 |
| (B)B.1.7. | Is the company’s Whistle Blowing System managed by independent parties / institutions? | Telkom has a violation reporting system or known as a Whistleblowing System (WBS) since 2006. Its managed by Deloitte as independent parties. https://id.deloitte-halo.com/telkomwbs/ |
Whistleblowing System (WBS) https://www.telkom.co.id/sites/about-us/en_US/page/whistleblowing-system-84 |
| (B)C. | Disclosure and transparency | ||
| (B)C.1. | Quality of Annual Report | ||
| (B)C.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 05, 2023. The information is mentioned in www.idx.co.id | Annual Report FY 2023, page 33 |
| (B)D. | Responsibilities of the Board | ||
| (B)D.1. | Board Competencies and Diversity | ||
| (B)D.1.1. | Does the company have at least one female independent director/ commissioner? | Telkom has 1 (one) female director from Director of Enterprise & Business Service named FM Venusiana R. |
Telkom's Board of Directors https://www.telkom.co.id/sites/about-us/en_US/page/directors-191 |
| (B)D.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 and BoC Diversity Policy. Company combines diversity as combination of skill, expertise and good integrity following Telkom's need in digital age | |
| (B)D.2. | Board Structure | ||
| (B)D.2.1. | Is the Nominating Committee comprise entirely of independent directors/ commissioners? | Some of Nominating Commitee are independent commisioner | Annual Report FY 2023, page 210-211 |
| (B)D.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 2023, page 209-211 |
| (B)D.3. | Board Appointments and Re-Election | ||
| (B)D.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? | Based on Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association it regulates that members of the Board of Directors and the Board of Commisioners 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 Article of Association. Article 14 section 12 of Telkom's Article of Association. Regulation of the Minister of State-Owned Enterprise No. PER-11/MBU/07/2021 Regulation of the Minister of State-Owned Enterprise No. PER-10/MBU/10/2020 Regulation of the Minister of State-Owned Enterprise No. PER-03/MBU/03/2023 |
| (B)D.4. | Board Structure & Composition | ||
| (B)D.4.1. | Do independent non-executive directors/ commissioners make up more than 50% of the board of directors/ commissioners for a company with independent chairman? | Some of Board of Commissioners are independent commissioner | Annual Report FY 2023, page 188 |
| (B)D.5. | Risk Oversight | ||
| (B)D.5.1. | Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? | Regulation of the Minister of State-Owned Enterprise No. PER-03/MBU/03/2023 dated 24 March 2023 regarding Organs and Human Resource State-Owned Enterprise. | Annual Report FY 2023, page 258-275 |
| (B)D.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 2023, page 221-225 |