As a public company, the Company has established a Corporate Secretary in accordance with the Regulation Number IX.I.4, Attachment of the Decision of Bapepam Chairman Number Kep. 63/PM/1996 concerning the Establishment of Corporate Secretary, and the last is the Regulation of the Financial Services Authority No. 35/POJK.04/2014 dated December 8, 2014 concerning Corporate Secretary of the Issuers or Public Issuers. Corporate Secretary is appointed by and directly responsible to the President Director. The main responsibility of Corporate Secretary is to assist the Board of Directors in complying with all regulations of the Company as a listed company.
Duties and Responsibilities of Corporate Secretary
Pursuant to Financial Services Authority Regulation No. 35/POJK.04/2014, duties of Corporate Secretary of Issuers or Public Company are as follows:
1. Monitoring development in Capital Market, particularly the prevailing laws and regulations in Capital Market;
2. Providing suggestion to the Board of Directors and Board of Commissioners in complying with the laws and regulations in Capital Market;
3. Assisting the Board of Directors and Board of Commissioners in implementation of corporate governance, covering:
- Information disclosure to public, including availability of information on the Company’s website;
- Reporting to Financial Services Authority in a timely manner;
- Implementation and documentation of General Meeting of Shareholders (GMS);
- Implementation and documentation of Board of Directors Meeting and/or Board of Commissioners Meeting, and
- Implementation of orientation program for the Board of Directors and/or Board of Commissioners.
4. As a liaison officer between Issuer or Public Company and shareholders of Issuer of Public Company, Financial Services Authority, and other stakeholders.
Roles and Duties of Corporate Secretary pursuant to Decree of Board of Directors of Jakarta Stock Exchange No. 339/BEJ/07-2001, are as follows:
- Preparing Special List related to the Board of Directors, Board of Commissioners, and their family, both in Listed Company and its affiliation;
- Preparing List of Shareholders, including 5% ownership or more;
- Attending Board of Directors Meeting and preparing minutes of meeting;
- Responsible for implementation of GMS.
In addition to OJK Regulation No. 35/POJK.04/2014 and Decree of Board of Directors of Jakarta Stock Exchange No. 339/BEJ/07-2001, other duties and responsibilities of Corporate Secretary are as follows:
- Assisting the secretarial job to support the Board of Commissioners and Board of Directors in discharging their duties by coordinating meetings of the Board of Commissioners, Board of Directors, joint meetings, and GMS, as well as preparing the relevant agenda.
- Coordinating and following-up the assignment of committees under the Board of Commissioners and Board of Directors with members of the Board of Commissioner, Board of Directors, and senior management, including organizing, preparing and keeping the minutes of meeting.
- Preparing and managing, including saving and updating the special list of shares owned by members of the Board of Commissioners, Board of Directors, and their family.
- Submitting Annual Report of the Company and Financial Statements to the capital market authorities.
- Responsible for maintaining good and effective communications to the public.
Implementation of Corporate Secretary in 2016
Activities of Corporate Secretary in 2016 cover several strategies, namely:
1. External Communications
Publishing positive performance of the Company in aspects of production, finance, OHS, etc.
Media of the publication were:
- Annual General Meeting of Shareholders (Annual GMS)
- Public Expose
- Media Briefing
- Publication in media with specific segment, such as: Coal Asia Magazine, Swa Magazine, and Listrik Magazine.
2. Internal Communications
Publishing internal media to develop communication in the Company. Internal publication media via DEWA News Magazine.
3. Investor Relations
Establishing communication with capital market community, such as security analysts, to build the Company’s image through research issued by the analysts. Information was delivered to the analysts via public expose, site visit, and direct presentation to the analysts.
4. Media Relations
Establishing communication with media to build the Company’s image through positive publications.
5. Awards and Certifications
Developing reputation of the Company through achievements, such as awards and certifications from the leading institutions and agencies, nationally and internationally which shows the Company’s excellence as mining contractor.
6. Updating website
Updating the Company’s website with fresher, updated, and informative contents and fulfills the prevailing regulations.Some of content addition pursuant to OJK Regulation No. 8/POJK/04/2015 include:
- Affiliation between the Board of Directors, Board of Commissioners, and Shareholders.
- Documents of the Company, for instance the Articles of Association, IUP, Company Registration Certificate (TDP), and NPWP.
- Inclusion of Public Offering Prospector and Right Issue Prospectus.
- Information on General Meeting of Shareholders (GMS)
- Information on shares
- Information for investors, media, public, and/or analysts
- Information on corporate action carried out by issuers
- The use of two languages (bilingual)
Other additional contents which aim to provide more information on the Company, include: Video Profile, Message from President Director, Stock info.
7. Compliance on Regulations
Compliance with regulations from Financial Service Authority (OJK) and Indonesia Stock Exchange, including other regulations related to the Company’s line of business. Compliance with regulations from Financial Services Authority (OJK) and Indonesia Stock Exchange is realized by submitting Information Disclosure on corporate action of the Company, in accordance with regulations in capital market.
8. Compliance on GCG
Compliance with Good Corporate Governance (GCG) aspects as regulated in GCG General Guideline from National Committee on Governance in 2006 and other laws and regulations.
9. Annual Report Award
The Company’s participation in Annual Report Award since 2011 as indicator of assessment on the fulfillment of GCG aspects and other regulations by the Company.
10. Publication of report on the Company’s performance
Report on the Company’s performance covers operational performance, Occupational, Health and Safety performance, and Executive Summary which are published regularly and distributed to the Board of Commissioners and Board of Directors of the Company.