Implementation Of Corporate Governance Guidelines For Public Company - PT Pelat Timah Nusantara, Tbk. (Latinusa)

IMPLEMENTATION OF CORPORATE GOVERNANCE GUIDELINES OF PUBLIC COMPANY

ASPECT	NO.	PRINCIPLE	RECOMMENDATION	IMPLEMENTATION OF RECOMMENDATION
Relationship between Public Company and the Shareholders in Protect the Shareholders’ Rights	1	Improving the Value of General Meeting of Shareholders (GMS).	A Public Company has technical methods or procedures for open or close voting that promote the independence and interests of the shareholders	COMPLY	The Company already operates a technical method or procedure for both open and closed voting, which is conveyed in writing and verbally in the forum of the annual and extraordinary GMS while promoting of shareholders’ interests and independence.
			All members of the Board of Directors and Board of Commissioners were present in the Annual GMS.	COMPLY	All members of the Board of Directors and Board of Commissioners of the Company are present at the Annual GMS and are registered in the records prepared by the Share Registrar and Notary.
			Summary of the GMS Minutes is available on the Public Company’s website by no less than 1 (one) year.	COMPLY	A summary of the minutes of the GMS is available on the Company’s website (www.latinusa.co.id)
	2	Improving the Quality of Communication of Public Company with Shareholders or Investors.	Public Company has a policy on communication with Shareholders and Investors	COMPLY	The Company has an organizational structure and communication policy as part of the Pelat Timah Nusantara Management System, also commonly called SIMPEL
	2		Public Company discloses its communication policy with shareholders or investors in Website	COMPLY	The Company has disclosed the Public Company communication policy with shareholders or investors in the website
Functions and Roles of Board of Commissioners	3	Strengthening the Membership and Composition of the Board of Commissioners.	Determination of the quantity of the members of the Board of Commissioners’ member shall be made by considering the condition of Public Company	COMPLY	In determining the number of members of the Board of Commissioners, the Shareholders have considered the conditions of the Company
	3		Determination of the composition of the Board of Commissioners’ members has been made by considering the diversity in expertise, knowledge and required experience.	COMPLY	The composition of the members of the Board of Commissioners of the Company has diversity of expertise, knowledge, and experience needed to achieve Company goals. Presented in Curriculum Vitae at the GMS and Annual Report.
	4	Improving the Quality of Fulfillment of the Board of Commissioners’ Duties and Responsibilities.			The Board of Commissioners improves the quality of implementation of its duties and responsibilities towards the Company through coordination meetings and optimization of the Audit Committee’s role.
			The Board of Commissioners has a self-assessment policy to assess its performance	COMPLY	Evaluation on the Board of Commissioners’ performance is carried out annually by the shareholders through the GMS. The Board of Commissioners delivers its Report on Supervisory Duties on the Company’s management by the Board of Directors. The report is provided in order to obtain approval from the GMS regarding the Board of Commissioners’ performance. The performance of the Board of Commissioners is determined based on the implementation of duties as its functions, duties and responsibilities are provided in the Company’s Articles of Association and applicable laws and regulations.
			Self-assessment policy to assess the performance of the Board of Commissioners is disclosed in the Public Listed Companyís Annual Report	COMPLY	The Board of Commissioners’ performance policies have been incorporated in the Company’s Annual Report and Articles of Association.
			The Board of Commissioners has a policy relating to the resignation of the member of the Board of Commissioners if committed to a financial crime	COMPLY	The Board of Commissioners of the Company has applied policies related to the resignation of members of the Board of Commissioners if involved in financial crimes as provided in the Company’s Articles of Association and Integrity Pact.
			The Board of Commissioners or Committee that performs the functions of Nomination and Remuneration formulates the succession policy in the process of Nomination of the Board of Directorsí member.	COMPLY	The Board of Commissioners’ Remuneration & Nomination function is directly carried out by the Board of Commissioners and submitted in the Company’s Annual Report.
	5	Strengthening the Membership and Composition of the Board of Directors	Determination of quantity of the Board of Directorsí members shall be made by considering the condition of a public company and decision-making effectiveness	COMPLY	The determination of the number of members of the Board of Directors by the Shareholders in the GMS has taken into account the conditions and scope of the Company, also considered the effectiveness of the decision-making process
			Determination of the composition of the Board of Directors member has been made by considering the diversity in expertise, knowledge, and required experience.	COMPLY	The composition of the members of the Company’s Board of Directors has diversity in expertise, knowledge and experience. The Company has stated within the Curriculum Vitae as provided in the Annual Report and GMS.
			Member of the Board of Directors, who is responsible for accounting or finance, has accounting expertise and/ or knowledge.	COMPLY	The Finance Director of the Company is a person who has basic knowledge in Accounting & Finance, with corresponding experience in several places related to Accounting & finance. This was stated in the GMS and the Company’s Annual Report. The Company’s GCG Guidelines state that the Appointment of Members of the Board of Directors is carried out by taking into account the expertise, experience and other requirements according to the law and regulations.
	6	Improving the Quality of Fulfillment of the Board of Directorsí Duties and Responsibilities.	The Board of Directors has a self-assessment policy to assess its performance.	COMPLY	The authority to evaluate the performance of the Company’s Directors lies with the Board of Commissioners based on a comparison between the Key Performance Indicator and the actual performance both quarterly and annually.
			Self-assessment policy to assess the performance of the Board of Directors is disclosed in the Annual Report of Public Company.	COMPLY	The Board of Directors’ Performance Assessment is carried out by the Board of Commissioners and disclosed in the Company’s Annual Report.
			The Board of Directors has a policy relating to the resignation of the Board of Directorsí members if committed to financial crime.	COMPLY	Policies related to the resignation of the Board of Directors when involved in financial crimes are provided in the Company’s Articles of Association, GCG Guidelines & Integrity Pact.
Participation of Stakeholders	7	Improving Corporate Governance Aspects through Stakeholdersí Participation	Public Company has a policy to prevent insider trading.	COMPLY	In the GCG Guidelines and Code of Conduct, the Company incorporated policies on insider trading and information confidentiality. The Company is also committed to regulatory compliance as required by law
			Public Company has anti-corruption and anti-fraud policy	COMPLY	The anti-corruption and anti-fraud policies applicable to the Company’s Board of Directors and Employees are provided in the Company’s Code of Conduct and also stated in the Collective Labor Agreement (PKB) between the Company and the Employee Union.
			Public Company has policies of selection and capability improvement of suppliers and vendors.	COMPLY	The policy on the selection and capability improvement of suppliers or vendors is provided in the Procurement of Goods and Services System & Procedure as part of the Pelat Timah Nusantara Management System (SIMPEL).
			Public Company has a policy relating to the fulfillment of creditorís rights.	COMPLY	In addition to the provisions outlined in the Contractual Agreement, the Company applies a Financial System & Procedure as part of the Pelat Timah Nusantara Management System (SIMPEL), which provides a guarantee to the fulfillment of creditors’ rights.
			Public Company has a policy of Whistleblowing system.	COMPLY	The Company has an organizational structure for implementing a whistleblowing system and a Complaint Reporting System & Procedure as part of the Pelat Timah Nusantara Management System (SIMPEL).
			Public Company has a policy on longterm incentive for the Board of Directors and Employees.	COMPLY	The Company has an incentive system, which has been disclosed in the Annual Report.
Information Disclosure	8	Improving Implementation of Information Disclosure.	Public Company takes benefits from the use of a broader information technology other than Website as media for information disclosure.	COMPLY	The Company is in the process of identifying and assessing the information required and need to be disclosed in social media. The Company is also assessing and determining the right content and social media for the purpose of information disclosure
Information Disclosure	8	Improving Implementation of Information Disclosure.	Annual Report of Public Company discloses the beneficial owners in share ownership of public company of at least 5% (five percent), in addition to the disclosure through major and controlling shareholders.	COMPLY	The Company has stated in the Company’s Annual Report.