Good Corporate Governance is an essential key which create PT Darma Henwa Tbk as a company with professional and transparent management, uphold business ethics, and comply with the laws and regulations in realizing the vision and undertaking the mission of the Company. The Company has developed governance policy to control, supervise, and hold responsible to the implementation of GCG in the Company’s business environment.
The Company believes that the development of GCG which is in line with the best practice will consistently bring positive results for the Company and encourages the Company's management that has its root in GCG principles, namely Transparency, Accountability, Responsibility, Independent, and Fairness (TARIF).
As an effort to implement the principles, the Company adopts GCG standards that apply nationally and internationally.
- International GCG standard, such as the Principles of Corporate Governance which was revised in 2004 by the Organization for Economic and Development (OECD),
- Code of GCG that is applicable in Indonesia, such as Law of the Republic of Indonesia No. 40 of 2007 Concerning Limited Liability Company, Law of the Republic of Indonesia Concerning Capital Market, Code of GCG from the National Committee on Governance Policy (KNKG) in 2006.
The concept of the implementation of GCG principles in the Company’s organization is in accordance with commitment to create a transparent, accountable, and reliable company through accountable business management. The implementation of GCG practices is a significant move for the Company in increasing and maximizing its value, and in driving a professional, transparent, and efficient business management. Moreover, the Board of Commissioners, Board of Directors, and all employees are committed to implementing GCG practices in managing the Company’s business activity. The awareness of how important GCG is for the Company comes from our own desire to uphold integrity in running a healthy and sustainable business.
Best GCG practices are implemented by the Company to achieve the following purposes:
- To accelerate the achievement of vision, mission, goals, and targets determined by the Company.
- To maximize the Company’s value by improving the implementation of transparency, independency, accountability, responsibility, and fairness principles in performing the Company’s activity.
- To convince Shareholders that the Company is managed properly in order to provide reasonable and excellent results.
- To realize the implementation of professional, transparent, and efficient corporate governance.
- To create a culture of making decision based on high moral value and compliance with the prevailing laws and regulations within the environment of all organs of the Company.
- To realize the implementation of corporate social responsibility to stakeholders.
- To implement GCG principles so as to enhance the Company’s reputation and performance, as well as the Company’s value for the Shareholders.
Corporate governance structure contains vital aspects that will strengthen the controlling activity and management of the Company. It consists of main organs, namely General Meeting of Shareholders (GMS), Board of Commissioners and Board of Directors, as well as supporting instruments which include Corporate Secretary, Risk Management, Internal Control System, and Committees under the Board of Commissioners.
GMS is a corporate governance organ that serves as a platform for shareholders to make decision with due observance of the provisions of Articles of Association and laws and regulations. GMS is vested with authority that is not granted to the Board of Directors and Board of Commissioners. Nevertheless, GMS and/or Shareholders are not allowed to intervene the function, duty, and authority of the Board of Commissioners and Board of Directors.
The Board of Commissioners is a corporate governance organ which collectively performs general and/or special monitoring pursuant to the Articles of Association and provides suggestion and input to the Board of Directors. The Board of Commissioners also assumes role to monitor the effectiveness of GCG practices determined by the Company.
The Board of Directors is a corporate organ that collectively has duty and responsibility to manage the Company to meet the Company’s interest and purposes and acts as a leader that spearheads the management. The Board of Commissioners and the Board of Directors are appointed and dismissed by GMS.
To maximize the supervisory function, the Board of Commissioners is supported by Audit Committee that assists them in supervising the Board of Directors’ duty performance in managing the Company in accordance with good corporate governance principle.
Corporate Governance Policy is implemented by the Company by applying Corporate Governance policy, Code of Conduct, Board of Commissioners Charter, Board of Directors Charter, Audit Committee Charter, Nomination and Remuneration Committee Charter, GCG Committee Charter, Risk Management Committee Charter, and Whistle Blowing System.
Substance of Corporate Governance Policy can be seen in the following document: