WIKA SUPPORT DUBAI EXPO

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 2020 Page 471, 499

E.1.2

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

Annual Report 2020 Page 483

E.1.3

Are the roles and responsibilities of the board of directors/commissioners clearly stated?

Annual Report 2020 Page 472, 501

E.1.4

Does the company have an updated vision and mission statement?

Annual Report 2020 Page 128

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 2020 Page 501

E.1.6

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

Annual Report 2020 Page 501

E.2

CODE OF ETHICS OR CONDUCT

E.2.1

Are the details of code of ethics or conduct disclosed?

Annual Report 2020 Page 667

E.2.2

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

Annual Report 2020 Page 668

E.2.3

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

Annual Report 2020 Page 669

E.2.4

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

Annual Report 2020 Page 494

E.2.5

Does the company have a term limit of nine years or less or 2 terms of five years 1 each for its Independent directors/commissioners?

The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011

Annual Report 2020 Page 476

E.2.6

non-eksekutif/Has the company set a limit of 5 (five) board seats that an individual Independent/non-executive director/commissioner may hold simultaneously?

Annual Report 2020 Page 486,514

E.2.7

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

Annual Report 2020 Page 514

E.2.8

Does the company have a Nominating Committee?

Annual Report 2020 Page 585

E.2.9

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

Annual Report 2020 Page 586

E.2.10

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

 Annual Report 2020 Page 591

E.2.11

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

Annual Report 2020 Page 586

E.2.12

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

Annual Report 2020 Page 594

E.2.13

Does the company have a Remuneration Committee?

 Annual Report 2020 Page 585

E.2.14

Is the Remuneration Committee comprised of a majority of Independence directors/commissioners?

Annual Report 2020 Page 586

E.2.15

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

Annual Report 2020 Page 591

E.2.16

Does the company disclose the term of reference/governance structure/charter of the Remuneration Committee?

Annual Report 2020 Page 586

E.2.17

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

Annual Report 2020 Page 594

E.2.18

Does the company have an Audit Committee?

Annual Report 2020 Page 571

E.2.19

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

Annual Report 2020 Page 572

E.2.20

Is the chairman of the Audit Committe an Independent director/commissioner?

Annual Report 2020 Page 572

E.2.21

Piagam Komite Audit/Does the company disclose the term of reference/governance structure/charter pf the Audit Committe?

Annual Report 2020 Page 566

E.2.22

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

Annual Report 2020 Page 572

E.2.23

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

Annual Report 2020 Page 575

E.2.24

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

Annual Report 2020 Page 568

E.3

BOARD PROCESSES

E.3.1

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

Annual Report 2020 Page 554, 555

E.3.2

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

Annual Report 2020 Page 542, 547, 554, 555

E.3.3

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

Annual Report 2020 Page 542, 547, 554, 555

E.3.4

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

Annual Report 2020 Page 542, 555

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 2020 Page 542

E.3.6

Are board papers for board of directors/commissioners meetings provided to the board at least 5 (five) business days in advance of the board meeting?

Annual Report 2020 Page 542, 554, 555

E.3.7

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

Annual Report 2020 Page 611, 612

E.3.8

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

Annual Report 2020 Page 610, 611

E.3.9

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

Annual Report 2020 Page 476, 500

E.3.10

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

Annual Report 2020 Page 476, 500, 607

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 2 each?

The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011

Annual Report 2020 Page 476423

E.3.12

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

Annual Report 2020 Page 535

E.3.13

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

Annual Report 2020 Page 535

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 2020 Page 438, 458

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 deffered bonuses?

Annual Report 2020 Page 535

E.3.16

Does the company have a separate internal audit function?

Annual Report 2020 Page 510

E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Annual Report 2020 Page 512

E.3.18

Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

Annual Report 2020 Page 511

E.3.19

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

Annual Report 2020 Page 634

E.3.20

Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems?

Annual Report 2020 Page 646, 648

E.3.21

Does the company disclose the key risks to which the company is materially exposed to (l.e. financial, operational including IT, enviromental, social, economic)?

Annual Report 2020 Page 644

E.3.22

Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committe commenting on the adequacy of the company's internal controls/risk management systems?

Annual Report 2020 Page 646, 648

E.4

PEOPLE ON THE BOARD

E.4.1

Do different persons assume the roles of chairman and CEO?

Annual Report 2020 Page 144,154

E.4.2

Is the chairman an independent director/commissioner?

-

E.4.3

Is any of the directors a former CEO of the company in the past 2 (two) years

-

E.4.4

Are the roles and responsibilities of the chairman disclosed?

Annual Report 2020 Page 472

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?

Annual Repot 2020 Page 480-483

E.4.6

Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?

Annual Report 2020 Page 144, 154

E.5

BOARD PERFORMANCE

E.5.1

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

Annual Report 2020 Page 483, 503

E.5.2

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

Annual Report 2020 Page 229, 483, 508, 584
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 2020 Page 607
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? Annual Report 2020 Page 81
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 2020 Page 496, 521
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 2020 Page 496, 521
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 2020 Page 496, 521

 

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