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.
