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Wisma Kawasan Industri Medan
Jalan Pulau Batam No.1 Kompleks KIM
Tahap II - Medan, Sumatera Utara
Phone. (061) 6871177
Fax. (061) 6871088
e-mail. marketing@kim.co.id
    secretary@kim.co.id
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GOOD CORPORATE GOVERNANCE - PT. Kawasan Industri Medan
A. Background

Intent and purpose of the establishment of PT. Kawasan Industri Medan (persero) is also implementing policies and programs and to support the government in the economic and national development in general, particularly to provide infrastructure, carry out the development and maintenance of the exploitation and development as well as conducting business in the industrial area (industrial estate) and services with apply the principles of limited liability companies.

To these ends, the Company may conduct business activities, as follows:
Liberation and maturation plot of land for industry.
Plot and the provision of industrial buildings ready for use.
Management and maintenance of industrial estates.
Consultancy services areas of the industrial, construction services, warehousing services and supervision services.
Activities - other activities that are supporting the industrial area.

2. Vision and Mission

Vision and Mission Industry   PT. Kawasan Industri Medan  has been set as follows:

VISION
"Being a city / region is an international industry that is environmentally friendly, reliable, regardless of the stakeholders with the best facilities and infrastructure support."

MISSION
1) Develop and maintain the infrastructure that support the smooth running of industry.
2) Provide quality facilities for industry needs memperluaslaju industry in accordance with customer expectations and international class.
3) Provide excellent service for investors.
4) Helping to develop communities around the neighborhood and support the central government and regional policy.

3. Basic principles

Good Corporate Governance is the Siwak, corporate norms or guidelines required in the system of State-Owned Enterprises managing a healthy, Minister for SOEs requiring SOEs to implement good corporate governance consistently and as a foundation or to make operational. This is explained in the Decision of the Minister of the State Owned Enterprises. 117 of 2002 dated August 1, 2002.

Corporate Governance is a process and structure used by the state organs to improve the success of the business and corporate accountability in order to create shareholder value over the long term by taking into account the interests of other stakeholders, based on legislation and ethical values.

Implementation of Good Corporate Governance in SOEs aims to:
a. Maximize the value of state-owned enterprises by increasing the principles of openness, accountability, trustworthy, responsible, and equitable that the company has strong competitiveness, both nationally and internationally.
b. Encourage the management of SOEs in a professional, transparent and efficient, and empowering organ function and increase independence.
c. Encourage organ in making decisions and execute actions based on high moral values ​​and compliance with laws and regulations, as well as awareness of social responsibility towards stakeholders and state environmental conservation around the state.
d. Increase the contribution of SOEs in the national economy.
e. Increase the national investment climate.
f. Success of the privatization program.

The basic principles to be hold in the elaboration of action and the steps he would do to achieve good corporate governance, which will become a benchmark in testing the success of the application of good corporate governance are:

a. Transparency that the company ensure transparency in implementing the decision making process and openness in expressing material and relevant information about the company.

b. Independence that ensure a state where the company is professionally managed without conflicts of interest and influence / pressure from any party who is not in compliance with applicable laws and principles of a healthy corporation.

c. Accountability that guarantees the company a clear sign of the function, implementation and accountability of the organ so that the management company is effectively implemented.

d. Accountability is a company ensure compliance in the management of the company against the legislation in force and the principles of a healthy corporation.

e. The fairness, the company ensures the fairness and kesataraan in meeting stakeholders' rights arising under treaties and laws and regulations.

The corporation will be managed properly if there is a commitment shared between the owner / shareholder, Commissioners, and Board of Directors is defined as an agreement or promise to do something in the future or a situation in which a person feels obligated or emotionally impelled.

Given the commitment expected owner / shareholders, Commissioner, and Board of Directors and staff to megelola in a healthy and ethical.
Rules and practices that created the management practices that do will consistently lead to the achievement of goals.

To realize the commitments in a structured corporation must have written rules about the rules of Corporate Governance (Code Of Corporate Governance) is oriented to increase the value of Shareholders and Stakeholders.

Code Of Corporate Governance is a guideline for the Company's related parties, especially the Board of Directors, Commissioners, and the Shareholders. This guideline contains a set of written rules for the process of good management, good supervision and division of duties, responsibilities, and authority that can demonstrate balance of influence between stakeholders.

CHAPTER II
SHAREHOLDERS GENERAL MEETING (AGM)


General Meeting of Shareholders is the organ of the company that holds ultimate power in the company and holds all the authority that is not submitted to the Board or the Commissioner (Law No. 1 Year 1995). Shareholders are entitled to all information relating to the interests of Directors and the company or the Commissioner (Company Law No. 1 of 1995).

AGM agenda to discuss the strategy, policy, financial performance, business results the company, and other things that are material to the proposed shareholders, Directors or Commissioners.

 A. Rights of Shareholders

Shareholders entitled to attend and vote in the AGM, where each share gives one vote for the owner. (AD No. 37/1999 article 25)
Shareholders entitled to delegate their voting rights to other shareholders or other persons with power of attorney. (AD No. 37/1999 article 25)
Shareholders entitled to purchase shares tendered within 30 (thirty) days from the offer in accordance with the balance of the number of shares owned by each. (AD No. 37/1999 Article 9)
Shareholders have the right to book in advance for shares issued in a period of about 14 days from the date of booking and offer each shareholder the right to take part balanced by the number of shares owned / proportional (Articles of Association No. 801 / year 1999)
Shareholders entitled to receive a share of the profit corporation dedicated to shareholders in dividends and other profit sharing, and others with a decision based on the AGM, where the limited company profit sharing should be proportional to the number of shares owned.
Shareholders are entitled to obtain good quality information and transparency about the company in a timely and regular basis.
Shareholders are given the opportunity to express opinions and Directors should pay attention to the opinion.
Each shareholder has the right to see a list of shareholders and special register (record of stock ownership by members of the Board of Directors and Commissioners and their families in the Company and / or at another company and the date the shares are acquired) during office working hours the company. (Articles of Association (37 / year 1999)
All shareholders of both large and small have an impact on the Company in accordance with the contribution of capital owned (one share one vote).

2. Annual General Meeting of Shareholders (AGM yearly).

AGM Annual General Meeting of Shareholders is held once a year the goal is a forum where directors and directors to report and be responsible for their performance to shareholders.

 The Company held two (2) types of the Annual General Meeting Annual General Meeting of Shareholders to approve the annual report and annual accounts held ratification no later than the month of June after the close of the fiscal year concerned as well as the Annual General Meeting of Shareholders to approve to approve the Work Plan and Budget for fiscal year of the next (RKAP ) held no later than on day 30 (thirty) months after the fiscal year begins (37 Statutes of 1999)
Annual General Meeting of the annual report and annual accounts approval.
In the AGM to approve the annual report and annual accounts of this endorsement Board of Directors propose the following:
Annual reports, which include:
  1. Financial year end balance sheet, Profit and loss for the fiscal year and an explanation of the document.
  2. Report on the circumstances and the course of the company and the results achieved.
  3. Activities of the company and changes during the fiscal year
  4. Details of the problems that arise during the fiscal year that affect the activities of the company.
  5. Behalf of the Board of Directors and Commissioners.
  6. Salaries and allowances of Directors and Honorarium for members of the Commissioners.
  7. The above financial statements have been provided for the interests of shareholders in the company's office no later than 14 (fourteen) days before the AGM.
     2. Annual General Meeting of Shareholders of the Company's Business Plan and Budget (RKAP).

The annual AGM discussed the Work Plan and Budget for fiscal year next (RKAP). Directors should send / submit the proposed Work Plan and Budget of the Company to the Commissioners and requested shareholders for ratification at the AGM no later than 60 (sixty) days before the new fiscal year begins. RKAP above is provided for the interests of shareholders in the company's office no later than 14 (fourteen) days before the AGM.

     3. General Meeting of Shareholders ordinary (extraordinary general shareholders meeting)

Excellent AGM, the AGM is held at any time or any time if deemed necessary by the Board of Directors and or the Commissioner and or shareholders. (37 Statutes of 1999) This case is important in the GMS Excellent:
Board of Directors shall convene extraordinary general shareholders meeting If there is a written request from the Commissioner or the shareholders representing at least 1/10 (one tenth) of the total issued shares of the company.
In a letter of request must set forth the implementation of the GMS is the thing to be said. (Article 22 of the Constitution No.37 of 1999)
If the Board fails to hold the meeting within 30 (thirty) days after the request is accepted, then a signed letter requesting the meeting is entitled to call themselves the expense of the company, after obtaining permission from the Chairman of the local Court.
Mechanism of the Annual General Meeting of Shareholders

1) All the AGM held at the seat of the company or where the company carries on business.

2) Call a meeting conducted by the Board unless the Board neglected to menyelenggarakannya can be done by calling a meeting of shareholders after obtaining permission from the Chairman of the local Court.

 3) Call Meeting not later than 7 (seven) days before the meeting is held, if there is a meeting house calls to the two letters of the AGM no later than 21 days from the first AGM.

 4) Call Meeting conducted by registered mail receipt and taking sent to the last address recorded in the register of shareholders Alternatively in 2 (two) Indonesian-language daily newspaper published and widely circulated national / 14 (four) twelve days before AGM.

 5) At the AGM must call imprinted Day, Date, Time, and Place of meetings held and the topics to be discussed.

 6) can be done if the AGM was attended by shareholders representing more than ½ (one half) of the total issued shares of the company.

 7) In the event the quorum in paragraph (6) is not reached then do call the GMS.

 8) The second meeting will be valid if attended by at least one-third of the total shares issued by the company.

 9) In the event the quorum in paragraph (7) and (8) is not reached then the request of the company, the quorum established by the local Court.

10) AGM is led by one of those who represent the shareholders who elected them.

11) Before starting the annual AGM, the Board shall prepare the Annual General Meeting of the event:
 Audited annual accounts comprising the Independent Auditor of the Balance Sheet, Income Statement and explanation of such documents is authorized for the AGM.
Annual report of the circumstances and the course of the Company and the results achieved, the main activities of the Company and the Company during the course of the year, details of the problems that arise during the fiscal year that affect the activities of the Company for approval by the AGM.
The annual report of the above done by taking into account applicable laws and regulations.
Use of the Company's profit
Appointment of Independent Auditor
Whenever necessary the appointment of the Directors or Commissioners.
Thing else that has been duly filed in the meeting without prejudice to the provisions in the Articles of Association.
12) In the AGM, each share entitles its owner to one vote.

13) A vote conducted by the person concerned a sealed letter.

14) All decisions are taken by consensus GMS / or consensus and voting.

15) Everything that is relevant in the GMS are documented in the minutes of the meeting (the minutes)

16) The shareholders can take legitimate decisions without holding AGM, if all shareholders have been notified in writing and give all shareholders written consent.

17) The GMS resolution through a transparent and fair procedures.

18) Ratification of the annual calculation of the annual shareholders' meeting, meant to give the settlement and release of responsibility entirely to the members of the Board of Directors and Commissioners for the management and supervision have been implemented during the last fiscal year through such actions are reflected in the annual accounts, except for violations of the law that is embezzlement, fraud , and other criminal acts.

 5. Mechanism of the Extraordinary General Meeting of Shareholders

Excellent implementation of the GMS is essentially equal to the annual AGM, but must pay attention to the determination of the Chairman of the District Court to permit the AGM.


CHAPTER III
C O M I S A R I S


 A. General

 Corporation Commissioner is in charge of organ to supervise and advise the Board in carrying out the management activities of Limited. Commissioners consisting of 2 (two) or more persons and one of them can be appointed as a Commissioner. Composition of the Commissioner should be set in such a way that enables effective decision making, precise, fast and can act independently. (Law no. 19 of 2003 on state-owned enterprises).

The term of office of Commissioners is 5 (five) years, and may be reappointed for 1 (one) term of office, but the AGM may dismiss the members of the Commissioner at any time stating the reasons.

Who can be appointed as a Commissioner is:

1) An individual who is able to take legal actions and have never been declared bankrupt or been a member of the Board of Directors or Commissioners who was convicted for causing a company to go bankrupt, or who ever convicted of financial crimes that harm the state in 5 (five) years prior to his appointment .

 2) The members of the Commissioners appointed by the General Meeting of Shareholders (AGM) of the prospective candidates nominated by the shareholders and the nomination is binding for the AGM.

 3) Members appointed Commissioners have gone through the process of consideration of the integrity and dedication, understanding of issues relating to corporate management problems with a function, have adequate knowledge in the business of the limited company, as well as to provide sufficient time to carry out their duties.

 4) Members of the Commissioner with the other Commissioners and the Members of the Board of Directors there are no blood relatives up to third degree, either by a straight line or lines to the side or relationship by marriage (or son-in-law).

 5) The Commissioner may not be another concurrent position at a private business that can lead to conflict intrest directly or indirectly against the interests of the Company, except with the permission of the General Meeting of Shareholders and is based on regulatory law and regulations.

 6) In the case of the new Commissioners, prior to performing their duties, each member of the new commissioners must follow the orientation program (introduction) to the development of capabilities and a shared understanding of corporate governance consisting of:

(1) Education and training focused on areas of primary duties, obligations, responsibilities, rights and terms relating to law or regulation peraturan.Aplikasi associated with the business of the Company.

(2) Introduction of the Company on the structure, organization, functions, responsibilities and latest developments of the Company. Introduced by the Company's management.

 Commissioners office (37 Statutes of 1999) end if;
His term ends.
Resigned.
No longer meets the requirements of statutory law and regulations.
Died.
Dismissed by the General Meeting of Shareholders
 2. Duties and Responsibilities of Commissioners

 Commissioner duty to supervise the management of the Company's policy is carried out and advise the Board of directors, including the direction, the company's development plan, work plan and annual budget and approve the company, supervision on implementation of the provisions of the Articles of Association and the resolution of the GMS as well as applicable laws and regulations. Details of the duties and responsibilities of Commissioners are as follows:
  • Provide input in setting the vision and mission of the corporation.
  • Monitor effectiveness and provide input in the implementation of Good Corporate Governance (GCG) is applied within the company
  • Researching and reviewing annual reports prepared by the Board of Directors and signed the report.
  • Evaluate and approve the plan of capital investments, acquisitions, strategic alliances, which crosses the line value has been agreed between the Directors and Commissioners.
  • Evaluate the performance of Directors and set the compensation of Directors pursuant to the authority granted the AGM.
  • Ensure that the Company has met all applicable laws and regulations to meet the principle of transparency.
  • Ensure the reliability of financial fund accounting and reporting systems including the Company's internal and external audit and ensure that the Company has established an adequate control system.
  •  Do penggkajian of strategic plans and operational and financial plan prior to submission to the AGM.
  • Nominate Directors or Commissioners for the next term or to fill a vacant position to the shareholders in a transparent, proposed by the shareholders before the AGM.
  • Ensure the Board has had an effective Succession Plan to ensure continuity in the leadership of the Company.
  • Commissioner responsible for signing the Work Plan and Budget of the Company (RKAP).
  • Commissioner responsible for following the development of the Company's activities and in terms of Persroan experiencing withdrawal symptoms to immediately report to the AGM with accompanying suggestions for corrective measures to be taken.
  • Independent Auditor proposes to conduct financial audits of the Company.
  • Perform other tasks assigned AGM.
  
3. Rights, Powers and Duties of Commissioner.
The members of the Commissioners both individually and collectively at any time entitled to enter the building and the building or place elsewhere pages that are used or controlled by the Company.
 The members of the Commissioners both individually and collectively at any time entitled to inspect books, proof of mailing letters, inventory, checking and matching state money cash (verification), securities, and knows all the actions that have been run by the Board of Directors.
When deemed necessary at the expense of the Company for a limited period may request the assistance of appropriate experts to perform duties and responsibilities.
The Board members are entitled to request all information relating to the Company to the Directors and Directors must explain the information requested.
The members of the Commissioner shall conduct the performance evaluation of Commissioners.
 At any time the Commissioner under the provisions / Meeting of the Commissioner may dismiss for the time being members of the Board from office along with the reason.
Within 30 (thirty) days after the suspension of Directors, the Commissioner must hold a General Meeting of Shareholders to decide whether the Board was restored to its original position or laid off permanently, by first giving an opportunity for directors to defend themselves.
  •  Carry out the interests of the Company with respect to the interests of shareholders, stakeholders and reports to the AGM.
  •  Attend meetings of Commissioners meeting in accordance with the schedule specified.
  •  The absence of Commissioners at a meeting shall be accompanied by a written explanation and will affect the performance of the Commissioner concerned.
  • Commissioner authority to set its own division of labor among the Commissioners.

4. Compensation.

The Commissioners awarded the money after-office services and benefits in accordance with the applicable provisions of the amounts determined AGM. In the event the Company to achieve profitability, the Company may provide incentives to the Commissioner as a reward for his performance which set the amount of work and reward achievement in the GMS.

In accordance with the principles of transparency then acquired the rights of the Commissioner such salaries, allowances, bonuses, etc. Facilities must be specified explicitly and included in the Annual Report.

5. Meeting Process

Mangadakan Commissioners meeting at least once a month depending on the specific nature of the company. The meeting may invite the Board of Directors.

Commissioners meeting is one of implementation responsibilities to perform tasks for the benefit of the company and business. Meeting of the Commissioner or the implementation mechanism is as follows:

  1. Held at the domicile of the Company or in the Company's business activities or elsewhere in Indonesia jurisdiction established by the Commissioner.
  2. Commissioner at any time can also conduct meetings as deemed appropriate by the Commissioner or upon the recommendation of at least 1/3 (one third) of the members of the Commissioner or upon written request of shareholders owning the largest number of shares to mention the things that will be discussed.
  3. Call a meeting of Commissioners in writing by the Commissioner or by the commissioners appointed by the Commissioner and delivered within a period of at least 7 (seven) days before the meeting is held.
  4. In a meeting invitation must be included timetables, places, events.
  5.  Call meeting to the Commissioner is not required if all members of the Commissioners present at the meeting.
  6. Commissioner Meetings are legitimate and can take binding decisions, if attended ½ (one half) of the members of the Commissioner.
  7.  All meetings chaired by the Commissioner of the Commissioner, the Commissioner of the case can not be present or absent, the meeting is headed by a Commissioner other Commissioners are appointed principal.
  8.  All decisions taken at the meeting was taken with deliberation to reach a consensus.
  9.  Of all things being discussed and decisions made in the Commissioners meeting, the minutes must be signed by the chairman of the meeting of Commissioners and one member appointed by the Commissioner from among the members of the Commissioners present.
  10. Binding decisions can also be taken without a meeting held with the Commissioner of the terms must be approved in writing and signed by all members of the Commissioners.
  11. Commissioner shall determine the order of Commissioner meeting and mentioned clearly in the minutes of Commissioners meeting where the discipline is established.
  12. Commissioner Meeting Minutes of each meeting shall be made to the Commissioner and must be included in the minutes of a different opinion (dissenting comments) with what is decided in a meeting of Commissioners.
  13. The original treatise of every meeting of the Commissioner shall be bound in the annual collection and stored in the Company and shall be available upon request by any member of the Board of Commissioners and Board of Directors.
  14. At least once a year without the presence of Board of Commissioners met with the agenda to discuss the performance of the Commissioner, the relationship with the Board of Directors, Composition and Performance of directors, including issues related to succession and remuneration.

6. Information Commissioner needs.

Commissioner should be able to obtain information from the Board of Directors in a timely manner and in such form and adequate quality as a material for the execution of tugasnya.Komisaris not only historical or financial information that are quantitative but also qualitative information which explains the performance of the Company relating to the Consumer, Products or Services , market share and the need for more specific information requirements in accordance with the implementation of the tasks of Commissioners.

 
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