Indonesia′s Leading Integrated EPC & Investment Company

Board Responsibility


No

Principle and Recommendations

Presentation Information

E

Responsibilities of the Board

E.1

BOARD DUTIES AND RESPONSIBILITIES (CLEARLY DEFINED BOARD RESPONSIBILITIES AND CORPORATE GOVERNANCE POLICY)

E.1.1

Does the company disclose its corporate governance policy/ board charter?

Annual Report

258289

E.1.2

Are the types of decisions requiring board of Directors/ Commissioners approval disclosed?

Annual Report

289-293,

258-261

E.1.3

Are the code of Conduct and responsibilities of the board of Directors/ Commissioners clearly sated?

Annual Report

289-293,

258-261

E.1.4

Does the company have a vision and mission statement?

Annual Report

74

E.1.5

Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually?

Annual Report

74

E.1.6

Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?

Annual Report

74184

E.2

BOARD STRUCTURE

E.2.1

Are the details of the code of ethics or conduct disclosed?

Annual Report

360-365

E.2.2

Are all the directors/commissioners, senior management and employees required to comply with the code/s?

 

Annual Report

360

E.2.3

Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?

Annual Report

360

E.2.4

Do Independent directors/ commissioners make up at least 50% of the board of directors/ commissioners?

Annual Report

270

E.2.5

Does the company have a term limit of nine years or less or 2 terms of five years¹ each for its independent directors/ commissioners? ¹The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011

Annual Report

301-302

E.2.6

Has the company set a limit of five board seats that an individual independent/ non-executive director/ commissioner may hold simultaneously?

Annual Report

258-259

E.2.7

Does the company have any executive directors who serve more than two boards of listed companies outside of the group?

Annual Report

276-278

E.2.8

Does the company have a Nominating Committee?

Annual Report

327-333

E.2.9

Is the Nominating Committee comprised of a majority of Independent directors/commissioners?

Annual Report

331

E.2.10

Is the chairman of the Nominating Committee an independent director/commissioner?

Annual Report

329

E.2.11

Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee?

Annual Report

327-328

E.2.12

Is in the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year?

Annual Report

331-332

E.2.13

Does the company have a Remuneration Committee?

Annual Report

327-333

E.2.14

Is the Remuneration Committee comprised of a majority of Independent Directors/Commissioners?

Annual Report

331

E.2.15

Is the chairman of the Remuneration Committee an independent director/commissioner?

Annual Report

329

E.2.16

Does the company disclose the terms of reference/governance structure/charter of the

Remunerations Committee?

Annual Report

327-328

E.2.17

Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year?

Annual Report

331-332

E.2.18

Does the company have an Audit Committee?

Annual Report

318-326

E.2.19

Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?

Annual Report

323

E.2.20

Is the chairman of the Audit Committee an Independent Director/ Commissioner?

Annual Report

319

E.2.21

Does the company disclose the terms of reference/governance structure/charter of the Audit

Committee?

Annual Report

319

E.2.22

Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?

Annual Report

319

E.2.23

Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four during the year?

Annual Report

323-326

E.2.24

Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?

Annual Report

318-319

E.3

BOARD PROCESSES

E.3.1

Are the board of directors meeting scheduled before the start of financial year?

Annual Report

280-288,

306-312

E.3.2

Does the board of directors/commissioners meet at least six times during the year?

Annual Report

280-288,

306-312

E.3.3

Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?

Annual Report

280-288,

306-312

E.3.4

Does the company require a minimum quorum of at least 2/3 for board decisions?

Annual Report

252-253

E.3.5

Did the non-executive directors/commissioners of the company meet separately at least once during the year without any Executives present?

Annual Report

280-288,

306-312

E.3.6

Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting?

Annual Report

280306

E.3.7

Does the company secretary play a significant role in supporting the board in discharging its responsibilities?

Annual Report

335-336

E.3.8

Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?

Annual Report

356

E.3.9

Does the company disclose the criteria used in selecting new directors/commissioners?

Annual Report

258288

E.3.10

Did the company describe the process followed in appointing new directors/commissioners?

Annual Report

258-288

E.3.11

Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years each? The five years erm must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011

Annual Report

261

E.3.12

Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long-term incentives and performance measures) for its executive directors and CEO?

Annual Report

315317

E.3.13

Is there disclosure of the fee structure for non- executive directors/commissioners?

Annual Report

316-317

E.3.14

Do the shareholders or the Board of Directors approve the remuneration of the executive directors

and/or the senior executives?

Annual Report

252

E.3.15

Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses?

Annual Report

315317

E.3.16

Does the company have a separate internal audit function?

Annual Report

357-363

E.3.18

Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?

Annual Report

358

E.3.19

Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?

(AS REPHRASED BY INDONESIA)

Annual Report

346-349

E.4

PEOPLE ON THE BOARD

E.4.1

Do different persons assume the roles of chairman and CEO?

Annual Report

262-263

E.4.2

Is the chairman an independent director/commissioner?

Annual Report

264

E.4.3

Is any of the directors a former CEO of the company in the past 2 years?

Annual Report

264-266,

296-297

E.4.4

Are the role and responsibilities of the chairman disclosed?

Annual Report

262

E.4.5

If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director

and has his/her role been defined?

HE BOARD

Annual Report

262

E.5

BOARD PERFORMANCE

Annual Report

277-279,

298-299

E.5.1

Does the company have orientation programmes for new directors/commissioners?

Annual Report

271-272303

E.5.2

Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?

Annual Report

152-156

E.5.3

Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?

Annual Report

333

E.5.4

Does the board of directors/commissioners conduct an annual performance assessment of the CEO/ Managing Director/President?

Annual Report

277-279,

298-299

E.5.5

Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment?

Annual Report

277-279,

298-299

E.5.6

Did the company conduct an annual performance assessment of the individual directors/

commissioners and disclose the criteria and process followed for the assessment?

Annual Report

277-279,

298-299

E.5.7

Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment?

Annual Report

278299

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Wijaya Karya (Persero) Tbk. (WIKA.JK)

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