Good Corporate Governance

Good Corporate Governance Practices

Good Corporate Governance (GCG) system plays an important role in creating eminent business activities of the Company and achieving Telin vision to become a Global Digital Hub.

Telin is committed to implementing and consistently improving corporate governance system and quality based on principles and best practices.

Telin also continues to disseminate Good Corporate Governance principles (transparency, accountability, responsibility, independence, fairness) to every level of the organization. The aim is clear that a good corporate governance becomes the spirit of Telin daily operations, so GCG can be the main pillar that will sustain the growth and sustainability of the Company's business.

Telin has implemented a Corporate Governance Code as established by the Regulation of the Board of the Directors of PT Telekomunikasi Indonesia International No. 172 / HK.250 / TII-10 / II / 2018 concerning Ratification of Telkom's GCG Management Policy at Telin Group. The purpose of GCG is to ensure that the company is managed professionally and independently, adds value to customers, and ensure the achievement of the Company's goals and sustainability.

Telin's Good Corporate Governance Code regulates the following in general:

  1. GCG Framework.
  2. Corporate governance of the company’s organs, namely regulating the relationships and work mechanisms of the company's organs, namely the GMS, the Board of Commissioners, and the Board of Directors, as well as the supporting mechanisms or functions of the three corporate organs, such as the Corporate Secretary, committees under the Board of Commissioners and Directors, Internal Audit and External Audit.
  3. Corporate governance processes in the company that develops Good Corporate Governance by applying a management system to the following processes:
    1. Business Ethics
    2. Risk management
    3. Policies and procedures as a reference for operational work
    4. Internal monitoring and control mechanism
    5. Leadership system
    6. Job description that shows the clarity of duties and responsibilities of employees
    7. HR development to guarantee management capabilities and employee competencies
    8. Application of performance evaluation
    9. Appreciation and recognition includes rectification of mistakes
Every year, Telin evaluates its corporate governance by applying the Decree of the Minister of SOEs No: SK-16 / S.MBU / 2012 concerning Indicators / Parameters for Evaluation and Evaluation of the Implementation of Good Corporate Governance at State-Owned Enterprises. This is done to evaluate all corporate governance practices at Telin and as part of the improvement process.

Guidelines for the distribution of duties and division of authority of members of the Board of Directors in the management of the Company, are set forth in the Articles of Association and applicable laws and regulations, while continuing to uphold the principle of prudence.

Guidelines for the affiliated relationship between Telin and its subsidiaries are integrated within the established goals of Telin Group bee, in accordance with the principles of good corporate governance and best practices, as well as the provisions of applicable laws and regulations.

Matters regulated in Telin's Board Charter are as follows:

  1. Distribution of Duties and Authorities of Members of the Board of Directors
  2. Forum and decision making mechanism
  3. Type of policy
  4. Board of Directors' Meeting
  5. Executive committee
  6. Decision Making / Approval by the Directors
  7. Absent Members of the Board of Directors and Temporary Substitute Officers
  8. Acting Authority for and on behalf of the Board of Directors in representing the company
  9. Conflicts of interest in transactions with related parties
  10. Check compliance with directors' approval
  11. Confidentiality and information disclosure
  12. The Company's Long-Term Plan and Corporate Budget Work Plan
  13. Working Relationships of the Board of Directors and Board of Commissioners
  14. Assignment in a Subsidiary or Affiliated Company
  15. Assignment of Representative Shareholders in a Subsidiary or Affiliated Company

In order to improve the company’s ability to adapt to changes in the external environment, professional management is needed which upholds the principles of good governance. The principles of good governance are upheld by ensuing that the behavior of employees, leaders and related parties are always compliant with ethics.

Ethics is a fundamental aspect and spirit we believe will function as our barometer in carrying out daily tasks, both for employees in the form of Work Ethics, and as part of the Company in the form of Business Ethics. Telin has implemented PT Telekomunikasi Indonesia International Board of Directors' Regulation No: PD.173 / HK.250 / TII-10/2018 concerning Ratification of Telkom's Business Ethics Policy at Telin Group. This ratification is a form of alignment with the corporate governance policies that are in effect in Telkom Group.

The principles of the code of conduct that it regulates includes:

  1. Employee Work Ethics; namely the value system or norms that are adopted by all employees and leaders in their daily work with the following scope:
    1. Main employee behavior:
      1. Employee Capacity and Capability
      2. Obligations and Prohibitions
      3. Confidentiality of Information
      4. Infrastructure
      5. Work environment
    2. Leaders Main Behaviors:
      1. Leaders’ Behavior
      2. Behavior of Board of Directors
      3. Behavior of the Chief Executive Officer (CEO) and Chief Financial Officer (CFO)
  2. Business Ethics, namely the value system or norms adhered to by the Company as a reference for the Company, Management and its Employees in dealing with their environment under the following scope:
    1. Relationship with Regulators
    2. Relationship with Stakeholders
    3. Additional Provisions

Every year, Telin certifies all employees regarding their understanding of GCG, business ethics, integrity pacts, fraud, risk management, internal control, whistleblowing, prohibition on gratuities, IT governance, information security practices and other matters integrated with governance practices and the management of the company. After certifying, all employees are required to sign an integrity pact as part of their commitment to be willing to comply with and apply applicable laws and regulations.

Telin carried out good governance for the sake of the Company's operations in accordance with business ethics applicable in Indonesia and globally. One form of the implementation of governance is to carry out a Gratuity process that is reasonable and appropriate in order to avoid fraud, which can cause harm to the Company and stakeholders. This is in accordance with the Directors' Regulation of PT Telekomunikasi Indonesia International No: PD.168 / PS.000 / TII-10 / IX / 2019 concerning Control of Corporate Gratuities. The Gratification Control Regulations are carried out to fulfill the Company's commitment to always serve all stakeholders well.

Telin applies a whistleblowng system to prevent, identify and detect the possibility of fraud and violations of applicable regulations. The whistleblower system is well prepared and will provide certainty protection to the witness or reporter for an indication of violations committed by employees or management. With the existence of the whistleblower system.

The Whistleblower System regulates types of violations that can be reported, complaints procedure & system, protection and guarantee of the confidentiality of the reporter, complaints handling, parties managing complaints, and the results of handling and follow-up complaints.

Terms and requirement: Must be written; Contains the identity of the reporter; Contains information that provides clues about the problem; Information must be supported by sufficient and reliable evidence.

According to Vision and Mission and Corporate Culture AKHLAK, Telin has a high commitment and determination to provide the best to Stakeholders.

To actualize the commitment and determination, Telin stipulates the Occupational Health and Safety Policy (“OHS Policy”), management of the Company will constantly improve the Telin’s performance by implementing Occupational Health and Safety Management System (OHSMS) through continuous improvement consistently in settle internal and external issues through the followings:

  1. Set the first priority for Occupational Health and Safety (“OHS”) aspects through providing safe and healthy working condition to prevent work-related injury and illness, in accordance with the goals and context of organization, and by giving attention to OHS risks and opportunities.
  2. Implement the OHSMS which being integrated with the applicable procedure and business process in the Company pursuant to strategic plan of the Company.
  3. Implement the OHS program through hazard identification and risk control, and identify the opportunities to eliminate hazards and reduce OHS risk.
  4. Ensure the compliance with all applicable regulations and requirements related to OHS.
  5. Improve the competence and awareness of employees on OHS aspects.
  6. Develop and maintain commitment for OHS through consultation and participation of employees.
  7. Cultivate OHS in Telin workplaces.

Telin CEO is one of the top management that holding responsibility for OHS including the formulation, development and implementation of this OHS Policy in the workplaces. For the implementation, it is required cooperative action and support by other Directors, all officials and employees of the Company, including contractors and visitors. Telin CEO will ensure that the OHS policy is reviewed periodically and to ensure that it remains relevant and fit to the organization of the Company.

Telin OHS Policy will be communicated to all parties working for and under the control of the Company, and Telin OHS Policy document will be made available to interested parties on request.