In accordance with the provisions stipulated in the Financial Services Authority Regulation No. 35 / POJK.04 / 2014 concerning the Corporate Secretary of Issuers or Public Companies and in order to increase information disclosure and communication to stakeholders as well as an application of the principles of good corporate governance, the Company appoints a Corporate Secretary who is responsible for maintaining relationships with all stakeholders and to communicate the Company’s activities well, especially related to information disclosure.
Corporate Secretary Charter
CHARTER OF CORPORATE SECRETARY
PT ESSA INDUSTRIES INDONESIA TBK.
The Corporate Secretary’s Charter is a work guideline and code of ethics that applies to the Corporate Secretary of PT ESSA Industries Indonesia Tbk. (the “Company”) in carrying out its duties and responsibilities. The Corporate Secretary’s Charter is prepared in accordance with the Company’s Vision, Mission, Strategic Objectives, Good Corporate Governance Policy, Company’s Articles of Association and applicable laws and regulations, especially the Financial Services Authority (OJK) Regulation No. 35/POJK.04/2014 (“POJK 35”) concerning Corporate Secretary of Issuers or Public Companies and Indonesia Stock Exchange (IDX) Regulation No. IA concerning Corporate Secretary Functions.
The Corporate Secretary Charter includes provisions on Corporate Secretary Functions, Appointment and Dismissal, Qualifications, Duties and Responsibilities, Authority, Management of General Meeting of Shareholders, Management of Board Meetings, Administration of Shares and Documents, and Report of the Corporate Secretary.
- The Financial Services Authority (OJK) is a State Institution established under Law Number 21 of 2011 which functions to carry out an integrated regulatory and supervisory system for all activities in the financial services sector.
- IDX is the Indonesia Stock Exchange or PT Bursa Efek Indonesia.
- Corporate Secretary is an individual or person in charge of a work unit that carries out the functions of Corporate Secretary.
- The Board of Directors is an organ of a Public Company that has full authority and responsibility of the Company’s management to fulfill its aims and objectives and also to represent issuers or Public Companies, both inside and outside the court in accordance with the provisions of the articles of association.
- The Board of Commissioners is an organ of a Public Company tasked with supervising and providing advice to the Board of Directors, both in general and/or specifically, regarding the management of the Company in accordance with the articles of association.
- The Committee is an organ by the Board of Commissioners to support the effectiveness of its duties and responsibilities.
- The Company is PT ESSA Industries Indonesia Tbk.
- Public means any and all parties outside the Company.
- GMS is the General Meeting of Shareholders.
- Stakeholders are parties who have an interest in the Company.
The objectives of this Corporate Secretary Charter are:
- As a guide to the duties, functions and roles of the Corporate Secretary in carrying out their duties efficiently, effectively, transparently, responsibly, and independently in accordance with applicable laws and regulations, and to improve the Company’s service function to Stakeholders and other parties in connection with the Company;
- As a basis for determining the Company’s policies and decisions relating to the Corporate Secretary; and
- Maintain a balance between rights and obligations among Shareholders, Board of Directors, Board of Commissioners, and Stakeholders to achieve the Company’s goal to provide the best performance for the Company and provide benefits for all Stakeholders.
C. Legal Framework
The issuance of the Corporate Secretary Charter is based on OJK Regulation No. 35/POJK.04/2014 (“POJK 35”) concerning Corporate Secretary of Issuers or Public Companies and IDX Regulation No. IA concerning Corporate Secretary Functions in accordance with the Company’s strategic objectives and the Company’s policy on Good Corporate Governance.
D. Status, Function and Establishment
- The organizational structure of the Corporate Secretary is under the responsibility of the Board of Directors.
- The Corporate Secretary is appointed and dismissed based on the decision of the Board of Directors.
- Corporate Secretary can be concurrently appointed by the Director of the Company.
- In the event of a vacancy of the Corporate Secretary, the Board of Directors shall appoint a replacement within 60 (sixty) days of the vacancy of the Corporate Secretary. During the vacancy, the Corporate Secretary must be concurrently appointed by a member of the Board of Directors or a person appointed as temporary Corporate Secretary regardless of the requirements of the Corporate Secretary as specified in POJK 35/2014.
- The functions of the Corporate Secretary shall be performed by:
- An individual; or
- A unit of work.
- The work unit as referred to in number (5) letter b above is led by the person responsible.
Qualifications required by the Corporate Secretary include but are not limited to the following:
- Competent in taking legal action.
- Have an educational background that is able to support the performance of duties and responsibilities and have the necessary experience related to the Company’s business.
- Have adequate ability and quality of understanding in the fields of managerial, communication, interpersonal skills, corporate financial management, Corporate Governance, legal sector, and business activities of the Company.
- Have experience related to aspects of expertise as referred to in number 3.
- Domiciled in Indonesia.
F. Duties and Responsibilities
In accordance with the applicable OJK and Capital Market regulations, the duties and responsibilities of the Corporate Secretary are as follows:
- Follow the development of the Capital Market, especially the regulations applicable in the Capital Market sector;
- To provide services to the public on any information required by investors relating to the condition of the Company;
- Provide input to the Board of Directors and Board of Commissioners to comply with laws and regulations in the Capital Market sector;
- To serve as a liaison between the Company and Shareholders, OJK, and other Stakeholders;
- To represent the Company in correspondence with the Capital Market Authority in accordance with the authority granted by the Company; and
- To assist the Board of Directors and Board of Commissioners in the implementation of Corporate Governance including:
- Disclosure of information to the public, including the availability of information on the website of the Issuer or Public Company;
- Timely submission of reports to OJK;
- Organizing and documenting the General Meeting of Shareholders;
- Organizing and documenting meetings of the Board of Directors and/or Board of Commissioners; and
- Implementation of orientation program to the Company for the Board of Directors and/or Board of Commissioners.
- The Corporate Secretary must submit periodic work implementation reports at least 1 (one) time in 1 (one) year to the Board of Directors and transcribed to the Board of Commissioners.
- The Company shall disclose a brief description of the implementation of the Corporate Secretary’s functions and information on education and/or training conducted by the Corporate Secretary in the Company’s Annual Report.
- In the event of appointment and dismissal of the Corporate Secretary, the Company shall:
- submit a report to OJK regarding the appointment and dismissal of the Corporate Secretary;
- Post on the Company’s website the appointment and dismissal and vacancy of the Corporate Secretary.
- Reporting to OJK and posting information on the website as referred to above must be done no later than 2 (two) working days from appointment and dismissal.
DESCRIPTION OF DUTIES AND RESPONSIBILITIES
OF THE CORPORATE SECRETARY
A. Related to the Board of Commissioners and Board of Directors:
- Organizing Board of Commissioners Meetings, such as:
- Preparation of meeting agenda;
- Contact or invite Commissioners;
- Preparation of meeting materials, including audio-visual facilities;
- Remind Commissioners and/or Committee members of matters relating to the Company, articles of association, and laws and regulations applicable to the issues to be discussed;
- Make minutes of meetings; and
- Provide advice and input regarding Corporate Governance to the Board of Commissioners.
- Organizing Board of Directors Meetings, such as:
- Contact or invite the Board of Directors to a meeting in accordance with the summoning procedure;
- Ensure the presence of the Board of Directors so that meetings and make binding resolutions;
- Make minutes of meetings for the Board of Directors;
- Provide advice on Corporate Governance issues to the Board of Directors; and
- Shareholders List Management, such as:
- Shareholder Administration;
- Registration of shares;
- Maintenance of the register of Shareholders;
- Maintenance of a special register of Shareholders;
- Maintenance of the list of Shareholders more than 5% (five percent)
B. In connection with the Meeting of Shareholders
- Holding GMS:
- Logistical preparation for the GMS;
- Preparation and distribution of GMS notices, summons, power of attorney (power of attorney) and annual reports;
- Preparation of GMS agenda and scenarios (scenarios and narratives) for the chairman of the GMS;
- Assist the Board of Commissioners and Board of Directors in preparing answers to Shareholders’ questions at the GMS; and
- Preparing the minutes of the GMS.
- Preparation of Annual Report:
- Ensure that the annual report contains a summary of important financial data, key analyses and discussions by Management, audited financial statements, and Management reports
- Ensure that the annual report must be submitted to OJK in 2 (two) original copies and available to Shareholders no later than the time of the Call for GMS or no later than 4 (four) months at the end of the fiscal year (whichever is earlier); and
- Ensure that approval of the annual report must be on the agenda of the Annual GMS.
C. In Relation to Legal and Compliance
- Provide advice on legal and Corporate Governance issues to the Board of Commissioners and Board of Directors
- To prepare and manage registration statements and to report to the Capital Markets and Exchange Authority;
- Report insider trading (if any) to the Capital Market and Stock Exchange Authority;
- To inform the Board of Directors and Board of Commissioners that every purchase and sale of shares in the Company carried out by the Board of Directors and Board of Commissioners, including their family members must be recorded in a special register of Shareholders and to be further reported to OJK in accordance with applicable laws and regulations;
- To manage the Company’s policies and procedures comprehensively; and
- Other obligations as specified in laws and regulations in the Capital Market.
D. Provision of Information and Relations with Company Stakeholders
- Media and Investor Relations
- Media / press is an institution that plays an important role in conveying information / news to the public. While investors are the Company’s Shareholders and/or those who represent several Shareholders collectively. Therefore, it is necessary to regulate the information / news issued by the Company and communication procedures so as to have a positive impact on the Company while still accommodating the information needs of Stakeholders. Information to be submitted to Stakeholders includes:
- Company Information;
- Business information;
- Financial information; and
- Other information
- The Corporate Secretary has a role in coordinating and compiling information and data from various internal sources, which are used as communication materials by the Corporate Secretary Department and Investor Relations Department so that the information is provided to Stakeholders and complies with the decisions of the Board of Directors.
- To maintain good relations with Government Institutions, Capital Market Institutions and associations related to the Company.
RATIFICATION AND IMPROVEMENT
- The Corporate Secretary Charter is established by the Board of Directors.
- The Corporate Secretary must evaluate, assess, and make improvements to this Corporate Secretary Charter periodically in accordance with the Company’s development and OJK and IDX regulations.
Jakarta, 9th October 2023
Board of Directors
PT ESSA Industries Indonesia Tbk.