Corporate Governance Base
Increasing value for shareholders and other stakeholders has become a management commitment. In order to survive in the best conditions in the face of a dynamic business situation, the Company needs to stick to the principles of Good Corporate Governance (GCG). For the Company, GCG is inseparable from the basic principles implemented from time to time which include:
| 1. | TRANSPARANCY
Disclosure is not only in the disclosure of material and relevant information, but also in every process and implementation of decision making. |
| 2. | ACCOUNTABILITY
Function, implementation of duties and clear responsibilities in each organ in the Company's organizational structure, in order to achieve effective management of the company at the highest level. |
| 3. | RESPONSIBILITY
The principles of sound management mean that they remain in the corridor of the prevailing laws and regulations. |
| 4. | INDEPENDENCE
The management of the company is carried out professionally without the influence and pressure of any party. |
| 5. | FAIRNESS
Protection of the rights of stakeholders through full attention to aspects of justice and equality, based on agreements and applicable legal provisions. |
Good Corporate Governance Implementation
The implementation of GCG in the Company begins with maintaining compliance with the prevailing laws and regulations. The basis for the implementation of GCG that has relevance to the Company and the business sectors it carries out, among others:
| 1. | Law Number 22 of 2009 concerning Road Traffic and Transportation (Law No. 22/2009) |
| 2. | Law No. 40 of 2007 concerning Limited Liability Companies (Law No. 40/2007) |
| 3. | Law Number 8 of 1995 concerning Capital Market (Law No. 8/1995) |
| 4. | Various regulations issued by the Financial Services Authority, BAPEPAM-LK and the Indonesia Stock Exchange. |
GCG STRUCTURE
The Company's general governance structure refers to Law No. 40/2007, which is related to internal organs listed in Article 1 paragraph 4.5 and 6. The Company has comprehensively possessed those organs consisting of:
| 1. | General Meeting of Shareholders |
| 2. | Board of Commissioners |
| 3. | Directors |
RISK MANAGEMENT SYSTEM
Business activities can not be separated from the risk factors that accompany and if not managed properly can hinder the growth of the Company. Risk management is the Company's commitment as part of good governance and maintaining the survival of the company. For this reason, the Company has identified potential main and derivative risks that can hinder business growth. The risks identified by the Company have been prepared in accordance with the weight of the impact of each risk on the financial performance, operational activities and prospects of the Company as well as investments in the Company's shares starting from the Company's main risks; which are Risk of Interest Rate Fluctuations, Funding Risk, Car Market Risk, Risk of not extended contract, Dependency on Qualified Workers Risk, Risk of Not Effective Unit Management, Information Technology Risk, Insurance Risk, Risk of Service Limitations, Risk of Competition, Regulatory Risk of Business Licensing & Economic Risk.
VIOLATION REPORTING SYSTEM
The application of the violation reporting system is carried out as an effort to mitigate risks that can cause losses with the aim of obtaining information about violations of Company Regulations. The violation reporting system can also be used as a place for holding criticism and suggestions for periodic evaluation by Management.
The way to report is through a special email address for complaints [email protected]. The use of this e-mail is intended so that all received reports can be identified as correct and can be handled appropriately and correctly.
Throughout 2018, there were no significant complaints or reports regarding ethical violations or irregularities/fraud involving company employees.
Anti Corruption Policy
To avoid any corrupt practices of forms that may damage the Company’s reputation, therefore the Company formed a conduct; Anti Corruption Policy to enforce principles and standard of behavior. In accordance of the company, corruption can be linked with the environment among others, such as abuse of authority, opportunities or company’s facility, enrichment on oneself or another person or group that may harm the company’s finance, consensus for corruption and so forth. Internal Audit Unit will regularly monitor and review employee compliance with this Policy, related procedures and the laws and regulations referenced. Internal Audit The Company will regularly monitor and review employee compliance with this Policy, related procedures and the laws and regulations referenced. The Internal Audit Unit investigates cases / problems in every aspect and element of activities indicated by fraud and violations of the code of conduct. Investigative activities aim to reveal the modus operandi, causes, potential losses, perpetrators and other parties involved. Internal Audit reports the results of investigations to the Directors in accordance with their fields to obtain a decision.
ETHICAL CODE
Ethics is the basic basis for the Company, all management and employees in carrying out their duties and responsibilities, including maintaining integrity and professionalism at work. The Company uses the Code of Ethics as a reference in relations with internal and external parties and the delivery of information to the public. Whereas the value system that forms the basis of the application of corporate culture is the value of trusted performance-based, Integrity, creative and innovative, and presenting a spirit of family in a corporate environment.
The company also has a corporate culture which is derived from the Company's vision and mission. All employees of the Company are expected and understand the vision and mission and make it the basis for every work activity
Annual General Meeting
The General Meeting of Shareholders (GMS) is the highest organ in the Company, then the Board of Commissioners acts as a company supervisor and advisor, and the Board of Directors carries out the management and operations of the Company.
In its implementation, the GMS consists of the Annual GMS (AGMS) and the Extraordinary GMS (EGM). The AGMS must be held in a period of no later than 6 (six) months after the financial year ends, while the EGM can be held at any time as needed.
BOARD OF COMMISIONERS
Supervision of the management of the Company, in accordance with applicable regulations, is carried out by the Board of Commissioners. With collective responsibility, the Board of Commissioners is also tasked with providing advice to the Board of Directors and ensuring that the Company continues to implement GCG at all levels of the organization. The Board of Commissioners is responsible for ensuring that the Board of Directors has followed up on audit findings and recommendations of Internal Audit, External Audit, and the results of supervision of the Financial Services Authority (OJK).
BOARD OF DIRECTORS
The management of the Company in accordance with its objectives and objectives is the authority and full responsibility of the Directors collectively. As representatives of the Company both inside and outside the court, members of the Board of Directors must carry out their duties and responsibilities in good faith, full of responsibility, and prudence, by heeding applicable laws. The Board of Directors also has duties and responsibilities to produce added value for stakeholders and ensure the sustainability of the Company's business
AUDIT COMMITTEE
The Audit Committee is one of the committees that assists the Board of Commissioners formed with reference to POJK No.55/2015. The existence of the Audit Committee in the Company is based on the Decision of the Board of Commissioners of the Company No. SK-VI/2018/BPT/004 dated June 7, 2018. The term of office of the Audit Committee members is 5 (five) years and may not be longer than the term of office of the Board of Commissioners.
NOMINATION AND REMUNERATION COMMITTEE
The function of the Nomination and Remuneration Committee is regulated in POJK No. 34/2014, where the implementation of these functions in the Company is carried out by the Board of Commissioners.
INTERNAL AUDIT UNIT
The Internal Audit Unit is a work unit that carries out the internal audit function and must be owned by every public company in accordance with the provisions in POJK No. 56/2015. For this reason, the Company has formed an Internal Audit Unit with the Internal Audit Unit based on the Appointment Letter from the Internal Audit Unit of PT. Batavia Prosperindo Trans Tbk No. SKIV/2018/ BPT/002 dated 12 April 2018 concerning Appointment of Internal Audit Unit.