April 30, 2019

The Board of Directors is the Company body that is collectively responsible for the management of the Company and implementation of GCG at all levels of the organization. The Board of Directors is the body that is fully responsible for the management of the Company’s interests and objectives in accordance with the provisions of the Articles of Association.

BOARD DIRECTORS GUIDELINES AND WORKING RULES OF CONDUCT (BIARD CHARTER)

To support the Board of Directors’ tasks and responsibilities, and authorities, the Company adopted Working Guidelines for the Board of Directors and Board of Commissioners of PT AKR Corporindo Tbk. on November 30, 2015. Approval of these Working Guidelines was signed by the Company’s President Director and President Commissioner.

The PT AKR Corporindo Tbk Board of Directors’ Working Guidelines contain:

Legal Basis
Board of Directors’ composition and criteria
Board of Directors’ appointment and term of office
Board of Directors’ Duties, Responsibilities and Authorities
Values
Working time
Board of Directors’ Meetings
Reporting and accountability

BOARD OR DIRECTORS’ APPOINTMENT

For the appointment of the Directors, the Board of Directors candidates can be nominated by the controlling shareholder. The Nomination and Remuneration Committee will then discuss the profile and qualifications of each candidate in the nomination meetings. Selected candidates will then be appointed with the approval of the General Meeting of Shareholders. In order to meet the needs of the Company, the Directors are appointed based on their qualifications according to the requirements set by the Otoritas Jasa Keuangan, as stipulated in their Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Public Companies, that included:

1. The Board of Directors shall consist of at least three (3) members, with one member as an Independent Director and one (1) member appointed as President Director.

2. Those appointed as members of the Board of Directors can be Indonesian citizens and / or foreign nationals who are qualified to be appointed as Directors of the Company under the Otoritas Jasa Keuangan regulations provisions and other laws and regulations.

3. Be legally competent.

4. Have good character, morals, integrity and a good reputation, and has never directly or indirectly been involved in the perpetration of, engineering of, or abusive practices, breach of contract and other deeds that harmed the Company they were working in or had worked for.

5. Within 5 (five) years prior to appointment and during their tenure has:

Never been declared bankrupt
Never been a member of a Board of Directors and / or members of a Board of Commissioners who were found guilty for causing the company to go bankrupt;
Never been sentenced for a criminal offense that was detrimental to the country’s financial and / or the financial sector; and
Never been a member of a Board of Directors and / or member of a Board of Commissioners that during their tenure
1. Never held an AGMS;
2. Never responsible as a member of a Board of Directors and / or member of a Board of Commissioners that was not accepted by an AGMS or never given responsibility as a member of a Board of Directors and / or member of a Board of Commissioners by an AGMS; and
3. Never caused a company with permits, approval, or registration from Otoritas Jasa Keuangan to not fulfill the obligation to submit annual reports and / or financial reports to Otoritas Jasa Keuangan.

6. Be of good character and have the ability to develop business for the Company.

7. Have competence, i.e. the ability and experience in areas that support the implementation of the Board of Directors duties and obligations.

8. Is committed to complying with legislations; and

9. Has sufficient knowledge and experience relevant to the position.

10. Special criteria for Independent Directors are as follows

Not affiliated with the controlling company of the Company at least six (6) months prior to appointment as Independent Director;
Not affiliated with the Commissioners or Directors;
Is not working as a Director in another company;
Has not acted for an institution or Capital Market Supporting Professional used by the Company for six (6) months prior to the appointment as a Director.

BOARD OF DIRECTORS NUMBER AND COMPOSITION

In 2018, there were 8 (eight) Company Directors with a composition as follows:

BOARD OF DIRECTORS ROLE AND RESPONSIBILITES

In general, the Board of Directors’ role is to manage the company operations oriented towards the company’s best interests. The roles and responsibilities of the Directors are as follows:

1. The Board of Directors is in charge of running and is responsible for the Company’s management for the benefit of the Company in accordance with the purposes and objectives of the Company are set forth in the Articles of Association. Each member of the Board of Directors shall perform their duties and responsibilities in good faith, with responsibility and prudence.

2. In performing its management duties and responsibilities, the Board of Directors shall organize annual GMS and other GMS as stipulated in the Articles of Association legislation.

3. The Board of Directors may represent the Company inside and outside the Court on all matters and in any event, to bind the Company with another party and the other parties to the Company, and to execute all other management decisions, with the following restrictions:

Acquiring assets with a market price above Rp20,000,000,000 (twenty billion Rupiah) or its equivalent in other currencies;
Selling Company assets with a market value or book value above Rp10,000,000,000 (ten billion Rupiah) or its equivalent in other currencies;
Borrow money on behalf of the Company;
Underwrite or pledge Company assets
Bind the Company as guarantor (borg / avalist);
Establish subsidiaries;
Invest in a company or other legal entity or establish a new company;
Form agreements on behalf of the Company for a term of more than 1 (one) year and worth more than 5% (five percent) of the total value of the Company’s revenue;
The Board of Directors must obtain approval from the Board of Commissioners.

4. The Board of Directors shall submit a work plan that includes the Company’s annual budget to the Board of Commissioners for approval, before the fiscal year begins.

5. The Board of Directors shall request approval to transfer Company assets or secure Company’s assets to the GMS, if the amount is more than 50% (fifty percent) of total net Company assets, in 1 (one) or more transactions, whether in relation to one another or not.

6. The Board of Directors shall announce in two (2) daily newspapers, published or circulated in the domicile or place of business of the Company, decisions taken related to mergers, consolidations, acquisitions or dissolution of the Company no later than 14 (fourteen) days before the GMS.

7. The President Director is entitled and authorized to act for and on behalf of the Board of Directors and represent the Company.

8. In the event that the President Director is absent or unavailable due to any cause, which does not require proof from third party, then the Directors will be represented by one Director designated in writing by the President Director and in case the President Director does not make such appointment, the Board of Directors will be represented by two (2) Directors, who are authorized to act for and on behalf of the Board of Directors and represent the Company.

9. Not withstanding the responsibility for certain acts, the Board of Directors also reserves the right to appoint one or more persons as representatives or proxies under conditions set by the Board of Directors as a special power of attorney, such authority must be executed in accordance with the Articles of Association.

10. In the case of members of the Board of Directors having a conflict of interest with the Company, those entitled to represent the Company are:

Other Board members who do not have a conflict of interest with the Company.
The Board of Commissioners, if the entire Board of Directors has a conflict of interest with the Company, or
Other parties appointed by the GMS, where all members of the Board of Directors and the Board of Commissioners have a conflict of interest with the Company.
Related tasks and responsibilities, and authorities of each member of the Board of Directors will be regulated by a Board of Directors Decision with amendments from time to time.

BORD OF DIRECTORS DIVISION OF DUTIES AND RESPONSIBILITES

VALUES

1. Every member of the Board of Directors must comply with the values that apply in the Company, namely:

Be Entrepreneurial;
Collaborate
Reward for Performance
Be Agile
Empower Your Team
Zero Tolerance)

2. Each member of the Board of Directors is also obliged to use all their abilities to achieve the Company’s vision of becoming a major player in as a provider of logistics services, and procurement solutions for chemical and energy products in Indonesia. The Board of Directors Members are also obliged use all their abilities to achieve the Company’s mission of optimizing its potential to continuously increase its value for shareholders and related parties.

3. Members of the Board of Directors must carry out their duties in good faith, with responsibility and prudence by always heeding the prevailing legislative regulations, which include those related to the application of Good Corporate Governance and the Company’s Articles of Association.

MANAGEMENT OF BOARD OF DIRECTORS CONFLICTS OF INETEREST

Conflict of interest in the Board of Directors is when individual interests of the members has the potential to conflict with the interests of the Company to make profits, increase Company value, achieve the vision and carry out the Company’s mission and implement the General Meeting of Shareholders decisions.
AKR’s Board of Directors complies with Bapepam Regulation Number IX.E.I concerning Conflict of Interest Transactions. The principles adopted to prevent any occurrence of conflicts of interest and the continued implications that may arise include the following:

1. The Board of Directors always avoids conflicts of interest in carrying out their duties. The Board of Commissioners will not use their position for personal gain or for the benefit of other related parties or parties.

2. The Board of Directors must avoid any activity that can affect its independence in the Company’s management duties.

3. The Board of Directors is obliged to fill out a Special List containing their own and / or their family’s share ownership in another company.

4. In the event of a conflict of interest, it must be disclosed, and the relevant Director may not involve themself in the Company’s decision-making process.

5. The Board of Directors is obliged to make a statement regarding any conflict of interest regarding matters contained in the Work Plan and Company Budget.

DIRECTORS SHARE OWNERSHIP

As a form of commitment to avoiding activities that have the potential to cause conflicts of interest, the Board of Directors members are required to submit reports containing information on the Board of Directors members and their families share ownership in the Company and other companies. The details of the ownership of the Board of Directors as of December 31, 2018 is shown in the following table:

BOARD OF DIRECTORS DECISIONS

During 2018, the AKR Board of Directors issued various decisions regarding the following aspects:

BOARD OF DIRECTORS ORIENTATION PROGRAM

The Company does not have an orientation program for newly appointed Directors. However, if there is a new Director, the Company provides sufficient information related to the Company’s business activities and an explanation of the Board of Directors’ duties and responsibilities.

April 29, 2019

The Board of Commissioners is the Company body tasked with conducting general and / or special supervision in accordance with the Company’s Articles of Association, and with providing advice to the Board of Directors and ensuring that the Company has implemented GCG effectively and sustainably.

The Board of Commissioners also monitors and evaluates the GCG implementation, verifies the annual report prepared by the Board of Directors, and signs the annual report, if the Board of Commissioners agrees with the annual report. The Board of Commissioners continuously monitors the effectiveness of the company’s policies, performance, and the decisionmaking processes by the Board of Directors, including that strategy implementation meets the shareholders and other stakeholders expectations. The supervision results, with an opinion, are delivered at the GMS by the Board of Commissioners as part of the Board of Directors performance assessment. The Board of Commissioners also evaluates and approves the company business plan established by the Board of Directors annually.

BOARD OF COMMISSIONERS GUIDELINES AND WORKING RULES OF CONDUCT (BOARD CHARTER)

To support the Board of Commissioners’ tasks and responsibilities, and authorities, the Company adopted Working Guidelines for the Board of Directors and Board of Commissioners of PT AKR Corporindo Tbk. on November 30, 2015. Approval of these Working Guidelines was signed by the Company’s President Director and President Commissioner.

The PT AKR Corporindo Tbk Board of Commissioners’ Working Guidelines contain:

Legal Basis
Board of Commissioners’ composition and criteria
Board of Commissioners’ appointment and term of office
Board of Commissioners’ Duties, Responsibilities and Authority
Values
Working time
Board of Commissioners’ Meetings
Reporting and accountability

BOARD OF COMMISSIONERS APPOINTMENT AND CRITERIA

For the appointment of the Directors, the Board of Directors candidates can be nominated by the controlling shareholder. The Nomination and Remuneration Committee will then discuss the profiles and qualifications of each candidate in the nomination meetings. Selected candidates will then be appointed with the approval of the General Meeting of Shareholders. In order to meet the needs of the Company, the Directors are appointed based on their qualifications according to the requirements set by the Otoritas Jasa Keuangan, as stipulated in their regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Public Companies:

1. Have good character, morals, and integrity;

2. Be legally competent

3. Within 5 (five) years prior to appointment and during their tenure has:

Never been declared bankrupt;
Never been a member of a Board of Directors and / or member of a Board of Commissioners who were found guilty for causing the Company to go bankrupt
Never been sentenced for a criminal offense that was detrimental to the country’s financial and/or the financial sector; and
Never been a member of a Board of Directors and/ or member of a Board of Commissioners that during their tenure:
1. 1. Not holding an AGMS;
  2. Not responsible as a member of a Board of Directors and / or member of a Board of Commissioners that was not accepted by an AGMS or never given responsibility as a member of a Board of Directors and / or member of a Board of Commissioners by an AGMS; and
  3. Caused a company with permits, approval, or registration from Otoritas Jasa Keuangan to not fulfill the obligation to submit annual reports and / or financial reports to Otoritas Jasa Keuangan
Is committed to comply with legislations; and
Has knowledge and / or expertise in the required field of the Public Company.

BOARD OF COMMISSIONERS COMPOSITION AND NUMBER

The Board of Commissioners Composition shall consist of 3 (three) persons, with one being an Independent Commissioner, to ensure the Board of Commissioners composition is in accordance with applicable regulations.

In 2018, the Board of Commissioners’ composition was as follows:

BOARD OF COMMISSIONERS ROLE AND RESPONSIBILITIES

In general, the Board of Commissioners role is to oversee and provide advice to the Board of Directors. The Board of Commissioners roles and responsibilities are as follows:

The Board of Commissioners supervises the policies, implementation of policies for both the Company and the business, and also provides advice to the Board of Directors. The Board of Commissioners shall perform the duties and responsibilities with good faith, responsibility and carefulness.
In performing its duties the Board of Commissioners has the right to receive explanations from the Board of Directors or any member of the Board of Directors on all matters required by the Board of Commissioners.
To support the effectiveness of the Board of Commissioners’ tasks and responsibilities, they must form an Audit Committee and may establish other committees
The Board of Commissioners reserves the right at any time to temporarily lay off one or more members of the Board of Directors, if the Board members have acted in any way contrary to the Articles of Association and / or legislation in force or have harmed the Company’s purposes and objectives or have been derelict in their duties.
Any suspension must be notified in writing to the concerned together with reasons.
For a period of at least 90 (ninety days) after the suspension, the Board must hold a GMS to revoke or strengthen the temporary dismissal decision. In the GMS, the concerned Board of Directors members will be given the opportunity to be present to defend themselves.
The GMS as referred to above will be led by The President Commissioner and if the Chairman is not present, without having to prove so to the other parties, then the GMS will be chaired by a member of the Board of Commissioners appointed by the GMS, and invitations must be made in accordance with the provisions.
8. If the entire Board of Directors is suspended and the Company does not have one member on the Board of Directors, then temporarily the Board of Commissioners is required to manage the Company, in which case the Board of Commissioners reserves the right to provide temporary power to one or more of them.
If the time period for the GMS lapses, or the GMS cannot take a decision, then the temporary dismissal as aforesaid will be cancelled.
Members of the Board of Commissioners, collectively or individually, at any time during office hours have the right to enter the buildings or other places owned by the Company and inspect all book keeping, letters and other documents, including checking cash and others, as well as the right to know all the actions undertaken by the Board of Directors.
The Board of Directors and each of its members are obliged to provide an explanation about anything requested by the Board of Commissioners members.
Board of Commissioners Meetings through a majority vote have the right to temporarily lay off one or more members of the Board of Directors if the Board of Directors has acted contrary to the Articles of Association and the laws and regulations in force or harms the purposes and objectives of the Company or has been negligent.
If all members of the Board of Directors are suspended and the Company does not have one member of the Board of Directors, then temporarily the Board of Commissioners are required to manage the Company, whereby the Board of Commissioners reserves the right to provide temporary power to one or more of them.
The Board of Commissioners’ related tasks and responsibilities, and authorities for each member will be regulated by the Board of Commissioners through Board of Commissioners decisions along with periodical amendments.

BOARD OF COMMISSIONERS DIVISION OF DUTIES

To make the Board of Commissioners ‘ role more effective, a division of duties is carried out among the Board of Commissioners members after considering the Board of Directors division of duties. The division of tasks among the Board of Commissioners members is intended to ensure that the duties for each member’s technical aspects runs smoothly, effectively and efficiently, based on their respective responsibilities and authorities, and so there is clarity about the role of the Board of Commissioners members, both collectively and individually.

VALUES

1. Each member of the Board of Commissioners must comply with the Company values, namely:

Be Entrepreneurial;
Collaborate
Reward for Performance
Be Agile
Empower Your Team f. Zero Tolerance

2. Each member of the Board of Commissioners is also obliged to use all their abilities to achieve the Company’s vision of becoming a major player in as a provider of logistics services, and procurement solutions for chemical and energy products in Indonesia. The Board of Commissioners Members are also obliged use all their abilities to achieve the Company’s mission of optimizing its potential to continuously increase its value for shareholders and related parties;

3. Board of Commissioners Members must carry out their duties in good faith, with responsibility and prudence by always heeding the prevailing legislative regulations, which include those related to the application of Good Corporate Governance and the Company’s Articles of Association.

MANAGEMENT OF BOARD OF COMMISSIONERS COMFLICTS OF INTEREST

Conflict of interest in the Board of Commissioners is when individual interests of the members has the potential to conflict with the interests of the Company to make profits, increase Company value, achieve the vision and carry out the Company’s mission and implement the General Meeting of Shareholders decisions.

AKR’s Board of Commissioners complies with Bapepam Regulation Number IX.E.I concerning Conflict of Interest Transactions. The principles adopted to prevent any occurrence of conflicts of interest and the continued implications that may arise include the following:

The Board of Commissioners always avoids conflicts of interest in carrying out their duties. The Board of Commissioners will not use their position for personal gain or for the benefit of other related parties or parties.
The Board of Commissioners must avoid any activity that can affect its independence in the Company’s supervisory duties.
The Board of Commissioners is obliged to fill out a Special List containing their own and / or their family’s share ownership in another company.
In the event of a conflict of interest, it must be disclosed, and the Commissioner concerned may not involve themself in the Company’s decision-making process.
The Board of Commissioners is obliged to make a statement regarding any conflict of interest regarding matters contained in the Work Plan and Company Budget.

BOARD OF COMMISSIONERS SHARE OWNERSHIP

As a form of commitment to avoiding activities that have the potential to cause conflicts of interest, the Board of Commissioners members are required to submit reports containing information on the Board of Commissioners members and their families share ownership in the Company and other companies. Details of the Board of Commissioners shareholding as of December 31, 2018, presented in the following table:

BOARD OF COMMISIONERS DUTIES

During 2018 the Board of Commissioners supervised the Board of Directors management of the Company. The Board of Commissioners held meetings to discuss issues relating to the Company’s management, and evaluated the Company performance and reports from Audit Committee.

The Board of Commissioners discussed, supervised and gave direction to the Board of Directors on the Company’s strategic plans in 2018, including divesting the coal business (PT Bumi Karunia Pertiwi), and developing and adding capacity to the JTT tanks. The Board of Commissioners also provided recommendations to the Board of Directors regarding the Company’s management activities to support sustainable growth and improve the Company’s performance.

BOARD OF COMMISSIONERS WORKING VISITS

When carrying out its supervisory function, the Board of Commissioners can conduct visits to the Company’s operational locations to get a direct picture of the Company’s operational activities. In 2018, the Company’s Board of Commissioners carried out work visits to the following locations:

On March 9, 2018, Soegiarto Adikoesoemo, I Nyoman Mastra and Mahendra Siregar visited the Company’s SPBKB COCO in Widang, Gresik. On the same day the Company’s Board of Commissioners attended the inauguration of JIIPE, in Gresik by the President of the Republic of Indonesia, Joko Widodo.
On November 2018, Soegiarto Adikoesoemo and I Nyoman Mastra visited the PT Terminal Nilam North storage tank facility in Tanjung Perak, Surabaya.
On October 4, 2018, I Nyoman Mastra attended the JTT Phase 2A project Groundbreaking, which will add 100,000 KL of new capacity for biodiesel and Ethanol. On this occasion he also reviewed the JTT terminal facilities in Tanjung Priok, Jakarta.

BOARD OF COMMISSIONERS DECISION AND APPROVALS IN 2018

During 2018, the Company’s Board of Commissioners issued decisions and approvals related to the following:

BOARD OF COMMISIONERS RECOMMENDATIONS

As part of its duties and responsibilities, the Board of Commissioners provides recommendations and advice to the Board of Directors regarding the execution of the business strategies carried out by the Board of Directors and their staff. During 2018, the recommendations and advice submitted by the Board of Commissioners included:

Improving the Good Corporate Governance (GCG) principles application properly.
Increasing the Internal Audit and Risk Management roles and functions to determine the operational results and mitigation efforts to be carried out by the Company
Increasing the application of digitalization by utilizing advances in technological development as well as possible so their correct use is related to the effectiveness and efficiency of work.

All Board of Commissioners’ recommendations and advice were submitted through the joint Board of Commissioners and Board of Directors meetings.

BOARD OF COMMISSIONERS ORIENTATION PROGRAM

The Company does not have an orientation program for newly appointed members to the Board of Commissioners. However, if there is a new member appointed, the Company provides sufficient information related to the Company’s business activities and an explanation of the Board of Commissioners duties and responsibilities

INDEPENDENT COMMISSIONERS

In line with Law No. 40 of 2007 on Limited Liability Companies and Otoritas Jasa Keuangan Regulation No. 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Public Companies appointing at least one Independent Commissioner or at least 30% of the total Board of Commissioners’ members.

The Independent Commissioner is a member of the Board of Commissioners who is not affiliated with the Board of Directors, Board of Commissioners members and controlling shareholders, and is free from business relationships or other relationships that could affect their ability to act independently or solely in the interests of the Company.

In addition to the duties and oversight of the Company’s operations in general and to ensure compliance with applicable legislations and regulations, the Independent Commissioner also has a special responsibility to represent the interests of the Company’s minority shareholders.

The Company currently has one Independent Commissioner, or more than 30% of the total Board of Commissioners’ members.

INDEPENDENT COMMISSIONERS CHITERIA

When appointing an Independent Commissioner, the Company referred to the applicable criteria legislations, in this case the Otoritas Jasa Keuangan Regulation No. 33/POJK.04/2014 related to Public Company’s Board of Directors and Board of Commissioners, which sets criteria for Independent Commissioners as follows:

Not a person who has worked or who has had the authority and responsibility for planning, directing, controlling, or supervising the activities of an Issuer or Public Company within 6 (six) months, except for reappointment as an Independent Commissioner of an Issuer or Public Company for subsequent periods;
Does not hold shares either directly or indirectly in the Issuer or Public Company;
Does not have any affiliation with the Issuer or Public Company, members of the Board of Commissioners, members of the Board of Directors or major shareholders of the Issuer or Public Company; and
Does not have a business relationship, directly or indirectly, related to the business activities of the Issuer or the Public Company.

INDEPENDENT COMMISSIONERS INDEPENDENCY STATEMENT

I Nyoman Mastra was appointed as the Company’s Independent Commissioner in accordance with his ability and background, and has met the conditions set out in Otoritas Jasa Keuangan Regulation of No. 33/POJK.04/2014 related to the Board of Directors and Board of Commissioners of an Issuer or Public Company, as described above. In addition, I Nyoman Mastra also signed a declaration of independence made and signed on April 1, 2015. Therefore, he is capable of fulfilling the duties and responsibilities independently without any conflict of interest.

April 29, 2019

The GMS is the highest authority in a Limited Liability Company and hold all authorities, besides being a forum for shareholders in deciding the Company’s direction, and a forum of the Board of Commissioners and Board of Directors to report their responsibilities for their duties and performance to shareholders. Through the GMS, shareholders can use their rights and provide opinions to make important decisions in determining the Company’s direction.

Based on the Articles of Association, the GMS is divided into 2 (two), namely: the Annual GMS, held every year, and Extraordinary GMS, held whenever deemed necessary by the Board of Directors at the written request of the Board of Commissioners or shareholders.

GMS AUTHORITES

The General Meeting of Shareholders has the authority, among other things to:

Appoint, dismiss and / or replace members of the Directors by taking into account recommendations from the Board of Commissioners and/or the Nomination Committee.
Appoint, dismiss and / or replace members of the Board of Commissioners by taking into account recommendations from the Nomination Committee.
Approve the Annual Report, including financial statements and supervisory duties of the Board of Commissioners, in accordance with the prevailing laws and regulations and / or the Articles of Association.
Approve the determination of use for the Company’s net profit.
Provide validations / decisions necessary to safeguard the Company’s interests, in the long-term and short-term, in accordance with the laws and regulations and / or the Articles of Association.
Approve the determination of salaries and other benefits for members of the Board of Directors, and honorarium and other benefits for members of the Board of Commissioners.
Appoint an Independent Public Accounting Firm to perform the Company’s statutory audit.
Approve amendments to the Company’s Articles of Association with reference to prevailing laws and regulations.
Take decisions through an open, fair and accountable process.
Implement good corporate governance in accordance with their authority and responsibility.

GMS MANAGEMENT PROCEDURES

The management procedures for the GMS have been stipulated in the Articles of Association, and includes:

1. GMS announcement and calls are announced by the Company through newspapers, the Indonesia Stock Exchange website and the Company’s websit

2. The Company does not send separate invitation letters to shareholders, therefore the advertisement becomes the official invitation to the Company shareholders.

3. Shareholders entitled to attend or be represented at the GMS are those that:

For Company shares not deposited in Collective Custody: Shareholders or legal proxies of Company shareholders whose names are registered in the Register of Company Shareholders.
For Company shares deposited in Collective Custody: Shareholders or legal proxies of Company shareholders whose names are registered with the account holder or custodian bank at PT Kustodian Sentral Efek Indonesia (KSEI). For KSEI securities account holders in Collective Custody, they are required to give the Register of Shareholders to KSEI in order to obtain Written Confirmation for the GMS (“KTUR”).

4. Shareholders or their proxies who will attend the meeting, should bring and submit a copy of the Collective Share Certificate and Identity Card or other identification that is valid to the Biro Administrasi Efek (“BAE”) officers prior to entering the GMS room. Shareholders in collective custody should bring the KTUR Letters that can be obtained from Exchange Members or Bank Kustodian.

Shareholders who are not able to attend the meeting can be represented by proxies by bringing a valid power of attorney as stipulated by the Company’s Board of Directors, which rules that Board of Directors members, Board of Commissioners members and staff members, can act as proxy to shareholders in the GMS, having established that the votes that they cast will not be counted during the voting session.
Proxy forms can be obtained on working days at the Share Registrar’s office.
All powers of attorney must be received by the Board of Directors at the Share Registrar’s office no later than three (3) business days prior to the GMS date.

5. All Shareholders who are legal entities, such as limited liability companies, cooperatives, foundations or pension funds, are required to bring a copy of their complete Articles of Association

6. BGMS materials will be made available in the Company Offices from the date of the notice with the GMS date, and copies of such materials can also be obtained through a written request to the Company.

To facilitate the smooth running of the GMS, Shareholders or their proxies are requested to be present at the meeting venue at least 30 (thirty) minutes before the GMS begins.

SHAREHOLDERS RIGHTS IN THE GSM

The Company grants rights to the shareholders in the GMS in accordance with the applicable provisions, including:

Shareholders have the right to attend the GMS either on their own or represented by a power of attorney. Shareholders who are entitled to attend the GMS are shareholders whose names are listed in the Company register of shareholders 1 (one) working day prior to the invitation to the GMS.
Shareholders are entitled to obtain information on the GMS agenda and material related to the agenda so long as it does not conflict with the Company’s interests.
Shareholders, or their power of attorney, have the right to ask questions and / or express opinions / responses in connection with the GMS agenda, and other matters relating to the agenda before a decision is made.
Shareholders have the right to cast votes in the GMS. Each share gives the holder the right to 1 (one) vote. If a shareholder has more than 1 (one) share, they are only asked to vote 1 (one) time and their vote represents all the shares they own or represent.

2018 GSM IMPLEMENTATION

In 2018, the Company conducted an AGMS on May 3, 2018, 10.25 – 11.50 WIB, in the Bandahara Ballroom, Mercantile Athletic Club Penthouse (18th Floor) World Trade Center I Jl. Jend. Sudirman Kav. 31, Jakarta 12920.

The meeting was attended by the Board of Commissioners, the Board of Directors and Shareholders’ Power of Attorney as follows:

TAHAPAN PENYELENGGARAAN RUPS

Tahapan penyelenggaraan RUPS Tahunan 2018 adalah sebagai berikut:

The AGMS Implementation refers to the Articles of Association provisions as follows:

The AGMS to be led by a member of the Board of Commissioners appointed by the Board of Commissioners who first reads out the AGMS order, which becomes part of the minutes. The AGMS Chairman provides an opportunity to the shareholders or their proxies to ask questions on any agenda item via a Ballot. Then, respond to questions from the shareholders present. Once all questions are responded to, voting is conducted verbally with only shareholders, or their proxies, being legally entitled to vote. Each share entitles its holder to cast one vote.
The Company appointed Notary Office Aulia Taufani, SH as an independent party in performing the computations and / or validations of the voting.

THE 2018 AGMS AGENDA WAS AS FOLLOWS:

DECISION OF THE 2018 GSM

The AGMS results were published on May 7, 2018 in Bisnis Indonesia, the Indonesia Stock Exchange website and the Company’s website and reported to Otoritas Jasa Keuangan and the Indonesia Stock Exchange on May 7, 2018. The AGMS minutes were submitted to Otoritas Jasa Keuangan on May 31 2018.

PREVIOUS AGSM

For the 2017 fiscal year, the Company conducted an AGMS on April 20, 2017 at the Bandahara Ballroom, Mercantile Athletic Club Penthouse (18th Floor) World Trade Center I, Jl. Jend Sudirman Kav.31, Jakarta 12920.

The AGMS was attended by shareholders and / or representatives of shareholders representing 3,471,145,834 shares, equivalent to 86,957% of the total shares with valid voting rights issued by the Company. thus the provisions of the GMS quorum as stipulated in the Company’s Articles of Association were fulfilled and the AGMS was legal and could make binding decisions.

The following explains the agenda, decisions taken and followup carried out in 2017.

April 29, 2019

The GCG implementation effectiveness is reflected in the governance outcomes achieved. The Company and its stakeholders have benefited from the implementation of GCG with a good financial and operational performance in 2018 as follows:

Sales increased 28.8% to Rp23,548 billion
Net profit by 36,9% to Rp1,645 billion
Total Assets increased 18.5% to Rp19,941 billion
Total Equity increased 9.9% to Rp9,927 billion

In addition, in 2018 AKR received a number of awards from various independent institutions, including:

Warta Ekonomi, Indonesia Most Innovate Business Award 2018, Excellent Company For Service and Organizational Innovation In the Wholesale Sector
The Most Valuable Brands 2018 by Brand Finance PLC
Warta Ekonomi, 2018 Indonesia Best Public Companies Award, Indonesia Excellent Public Company 2018, Category: Trade, Service & Investment
Economic Review, Indonesia Public Company Award V – 2018, 1st, The Best Indonesia Production Goods Wholesale Trade Public Company 2018, Sector: Trading
Economic Review, Indonesia Finance Award I – 2018, 2nd, The Best Indonesian Production Goods Wholesale Trade Public Company, Category: Finance, Sector: Trading
Tempo Media Group, 7th Annual Strategy Into Performance Execution Excellence (SPEx2) Awards, The Best In Logistics Management Industry
IICD, The 10th CG Conference & Award 2018, The 50 Big Capitalization Listed Company

April 29, 2019

In order to implement GCG in the Company in accordance with the laws and best practices, the Company has implemented several policies (Soft Structure) related to GCG:

The Company’s Articles of Association;
Board of Directors and Board of Commissioners guidelines;
Audit Committee Charter;
Internal Audit Charter;
Nomination and Remuneration Committee Charter;
Risk Management policy;
Whistleblowing System & Anti-Corruption Policy;
Code of Conduct.

GOVERNANCE MECHANISM

In carrying out the governance relationship each Company Body respects and acts according to its function and role according to its position, on the basis of the principle of equality and mutual respect for the duties and responsibilities of each. The Board of Commissioners performs its supervisory function with the assistance of the Audit Committee and the Nomination and Remuneration Committee, while the Board of Directors carries out its management functions assisted by the Internal Audit Unit, Corporate Secretary and Investor Relations.

The Company continuously strives to maximize the five basic GCG principles, namely transparency, accountability, responsibility, independence, and fairness as the foundation for the Company’s daily operations. This is based on the Company’s awareness of the importance of applying GCG principles as an effort to achieving the Company’s vision and mission.

GCG Internalization in the Company is carried out by applying GCG values into all business processes including Procurement Procedures, Employee Selection Procedures, Acceptance Procedures, Reporting Procedures, and Marketing Procedures. The Company also periodically provides information to external parties regarding the Company’s operational and financial performance through:

Investor relations activities (analyst meetings and roadshows to various investment institutions)
Annual public exposure
Regular updates to the Company’s website (www.akr. co.id)
Periodic information dissemination in the form of news releases to stakeholders.

Familiarization and an understanding of the Company’s commitment to GCG to all levels of the Company is continuously carried out in every business activity. There are three major focuses the Company adheres to regarding GCG in the Company, including:

Compliance, the Company’s compliance principle with good corporate governance in all aspects, including implementing Company policies.
Confidence, planting an optimistic and confident attitude that the Company always provides the best for all stakeholders.
Transparency, always prioritizing the principle of transparency and always providing the information needed by investors.

April 29, 2019

Pursuant to Law No. 40 of 2007 concerning Limited Liability Companies, Company bodies consist of the General Meeting of Shareholders (GMS), the Board of Commissioners and the Board of Directors. The Board of Commissioners and Directors, have clear authority and responsibility according to their respective functions as mandated in the Articles of Association and Legislation.

The Company believes that the relationship between the Company’s Bodies has had a very positive effect on the success of the Company’s GCG management and application. Therefore, the Company is committed to expressly separating the functions and duties of each Company Body, namely the General Meeting of Shareholders (GMS), Board of Commissioners and Board of Directors.

The GMS is the Company body with authorities that cannot be passed on to the Board of Directors or the Board of Commissioners within the limits specified in the Law and / or the Articles of Association.
The Board of Commissioners is the Company body in charge of general and / or special supervision in accordance with the Articles of Association as well as gives advice to the Board of Directors.
The Board of Directors is the Company body with the authority, and full responsible for the Company’s management for the benefit of the Company, in accordance with the Company’s purposes and objectives and represents the Company, in accordance with the Articles of Association provisions.

In addition to the main bodies, the Company also has supporting bodies, including:

1. Supporting bodies of the Board of Commissioners

Audit Committee
Nomination and Remuneration Committee

2. Supporting bodies of the Board of Directors

Corporate Secretary
Internal Audit
Investor Relations

April 29, 2019

Good Corporate Governance (GCG) is a set of rules that regulate the relationships between shareholders, managers of companies, creditors, governments, employees, and other internal and external stakeholders related to their rights and obligations, or in other words a system that controls the company.

GCG also requires a structure to achieve goals and oversee performance. The GCG principles can also be a guide for management to achieve the Company’s goals, and facilitate the Shareholders in carrying out effective supervision so as to encourage the Company to use more efficient resources.

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