The Board of Commissioners is the Company's organ in charge of supervising and providing advice to the Board of Directors in carrying out their duties to manage the Company to achieve the Company's goals and objectives in accordance with the prevailing laws and regulations, the Articles of Association and the principles of Good Corporate Governance. The Board of Commissioners in carrying out its position acts collectively (collective position) so that members of the Board of Commissioners cannot act individually but based on the decision of the Board of Commissioners.
The position of each member of the Board of Commissioners is equal, and the President Commissioner is in charge of coordinating the various activities and duties of the Board of Commissioners.
All members of the BOC are professionals appointed by the Company's General Meeting of Shareholders (‘GMS’) in accordance with their competence through a selection process.
The Board of Directors is an organ of the Company that is tasked and responsible collegially in managing and managing the Company to achieve the Company's goals and objectives in accordance with the prevailing laws and regulations, the Articles of Association and the principles of good corporate governance. Each action of the members of the Board of Directors in carrying out their duties and authorities is in accordance with the division of duties and authorities, but the implementation remains the joint responsibility of all members of the Board of Directors.
The position of each member of the Board of Directors is equal, and the President Director is in charge of coordinating the various activities and duties of the members of the Board of Directors.
All members of the Board of Directors are professionals appointed by the Company's General Meeting of Shareholders (‘GMS’) in accordance with their competence through a selection process.
In order to realise good corporate governance and to refer to the Articles of Association of PT Metropolitan Land, Tbk (the ‘Company’) and its amendments, Law No. 40 of 2007 on Limited Liability Companies, and regulations in the Capital Market sector, in particular the Financial Services Authority Regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers or Public Companies which stipulates that Issuers or Public Companies must have a nomination and remuneration function and for the implementation of this function, the Board of Commissioners may form a Nomination and Remuneration Committee (the ‘Committee’).
In order to carry out its functions, duties and responsibilities, the Committee must have guidelines that include work guidelines and work rules that must be known and are binding for each Committee member.
The application of the Company’s values and code of conduct is outlined in the Metland Code of Conduct and disseminated intensively to all members of the Company. The Company’s code of conduct applies universally to all levels of positions without exception. By implementing a code of ethics and values of the Company, the Company believes that the attitude and character of the Company will be entrenched within each individual in the Company and will be reflected through their daily activities.
The Company acts decisively and provides appropriate sanctions to members of the company that do not comply with the agreed upon code of conduct. Implementation and enforcement of the code of conduct is the basic foundation of all business activities that are implemented by the Company as well as the main pillar of development of the Company’s reputation in the eyes of stakeholders and the public.
Whistleblowing
system (WBS) is one of the means of communication provided by the Company to
report information relating to actions / behavior / events / incidents of
violation, misuse and fraud of law, company regulations, code of ethics, and
conflict of interest by parties internal of the Company.
The
mechanisms implemented by the Company in the violation reporting system are
through the provision of a special channel in the form of a confidential
document addressed to the President Director. The President Director receives a
violation report and analyzes the report. If the result analysis of the
President Director finds indication of violation, the President Director shall
discuss with the PIC (Person in Charge) appointed by the President Director for
further action or investigation. If the indication of violation is followed up
with investigation and the result of the reported party proven to be a
violation, then it will be given sanction after the Company Regulation. If the
violation leads to a crime, then it can be followed up to the applicable legal
process.
Benefits
of developing a reporting system of violations include the provision of early
detection mechanism (early worning system) on the possibility of problems due
to a violation. And for the complainant shall be guaranteed protection and confidentiality
of any complaint / disclosure.
The
mechanism of reporting the violation can be addressed to the President Director
via email [email protected].
Each industry has different risk
types and profiles. As a property company, the Company continuously works to identify,
analyze, and mitigate business risks early. This process is applied through risk
management activities, which is a structured process and phases to manage risks
in an integrated manner. Through risk management processes that are accurate
and precise, the Company is able to project the risk probability and potential
that may occur in the future, allowing the Company to minimize and resolve
risks and challenges that can affect the performance of the Company.
The risk management system has
been implemented in every work unit since 2013, and is applied through the following
implementation phases:
1. Project Level
a. Risk management at the project level is applied in conformity with
existing procedures. At this level, the risk management process is already
integrated into the Department, and at the head office.
b. The reporting process presents the results of coordination meetings
of all functions of a project and now includes information on
existing risks in each function.
c. Risk identification for large-scale projects or that applies complex
technology is still not well focused. Many risks are identified only after
the risks occur. This is related to the competency of the existing human resources.
2. Operational Level
a. Risk management at the operational level is based on the risk
management system embedded in procedures being implemented, primarily
in assessing and monitoring risks identified by RKAP. The corelation between project and
operational risks helps identify risks inherent in projects, which should be used for operations and
information management.
b. Risk identified at the time a contract is entered into is already
detailed but not focused on the actual risks of the project undertaken. This
is mainly due to the inability to optimally draw from references established from previous projects. In
addition, the transfer of risks from the tender team to the implementing team has only been
implemented on a few projects.
c. Cross function between functional departments related to follow-up
actions conducted by the
operational
division has not proceeded as expected. This is evident in how the operational
division has not optimally utilized facilities
available at the head office.
3. Functional Level (Head Office)
a. The functional risk management process has been implemented. Similar
to the operational division, the risk management system has yet to
be optimally integrated into operations and projects.
b. Monitoring of follow-up actions planned in RKAP has not been
optimalized. This is reflected in data incompleteness of risks already
identified in RKAP. As a consequence, the response process is not working as expected.
c. Functional risk identification in business processes has yet to
become a supporting function for operations and projects as the
Company’s corebusiness.
The establishment of the Internal
Audit Unit refers to POJK No. 56/POJK.04/2015 regarding the Establishment and Guidelines
for Internal Audit Charter. Internal Audit is an organ of governance that is established
in order to provide added value through auditing (assurance) and consulting conducted
in an objective, independent, and professional manner. The Internal Audit
function is designed to perform assessment and evaluation on the performance of
risk management, the effectiveness of internal control processes and
governance, as well as provide consultation as needed.
In accordance with the Company’s
Internal Audit Charter, the adoption of internal audit regarding the governance
and performance of the Company is carried out by the Internal Audit Unit, which
is led by the Head of Internal Audit who is directly responsible to the President
Director.
Internal auditors implement the
following code of conduct:
1. Integrity
Integrity builds trust and lays the
foundation for the internal auditor’s assessment.
2. Objectivity
The internal auditor demonstrates
objectivity at the highest professional level in collecting, evaluating and
communicating information regarding activities or processes unde examination. The internal auditor performs a balanced assessment of
all relevant situations,and is not influenced by their owN interests or that of others.
3. Confidentiality
The internal auditor upholds the
value and ownership of information received, and will noT disclose information without prior consent except
where otherwise stated in existing laws and regulations, or has a professional obligation to do so.
4. Competency
The internal auditor applies the necessary
knowledge, skills and experiences in providing internal audit services.
The Audit Committee is a supporting organ of the Board of Commissioners tasked with assisting in supervising and providing input related to financial statements, internal control systems, audits, and compliance with applicable regulations. The Audit Committee is responsible for ensuring that management carries out its duties in accordance with the principles of Good Corporate Governance and applicable regulations.
The members of the Audit Committee work collectively, and the Chairman of the Audit Committee plays a role in coordinating the duties and activities of the Audit Committee.
All members of the Audit Committee are professionals appointed by the Board of Commissioners based on competence and through a rigorous selection process in accordance with company regulations.
The Board of Commissioners is the Company's organ in charge of supervising and providing advice to the Board of Directors in carrying out their duties to manage the Company to achieve the Company's goals and objectives in accordance with the prevailing laws and regulations, the Articles of Association and the principles of Good Corporate Governance. The Board of Commissioners in carrying out its position acts collectively (collective position) so that members of the Board of Commissioners cannot act individually but based on the decision of the Board of Commissioners.
The position of each member of the Board of Commissioners is equal, and the President Commissioner is in charge of coordinating the various activities and duties of the Board of Commissioners.
All members of the BOC are professionals appointed by the Company's General Meeting of Shareholders (‘GMS’) in accordance with their competence through a selection process.
The Board of Directors is an organ of the Company that is tasked and responsible collegially in managing and managing the Company to achieve the Company's goals and objectives in accordance with the prevailing laws and regulations, the Articles of Association and the principles of good corporate governance. Each action of the members of the Board of Directors in carrying out their duties and authorities is in accordance with the division of duties and authorities, but the implementation remains the joint responsibility of all members of the Board of Directors.
The position of each member of the Board of Directors is equal, and the President Director is in charge of coordinating the various activities and duties of the members of the Board of Directors.
All members of the Board of Directors are professionals appointed by the Company's General Meeting of Shareholders (‘GMS’) in accordance with their competence through a selection process.
In order to realise good corporate governance and to refer to the Articles of Association of PT Metropolitan Land, Tbk (the ‘Company’) and its amendments, Law No. 40 of 2007 on Limited Liability Companies, and regulations in the Capital Market sector, in particular the Financial Services Authority Regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers or Public Companies which stipulates that Issuers or Public Companies must have a nomination and remuneration function and for the implementation of this function, the Board of Commissioners may form a Nomination and Remuneration Committee (the ‘Committee’).
In order to carry out its functions, duties and responsibilities, the Committee must have guidelines that include work guidelines and work rules that must be known and are binding for each Committee member.
The application of the Company’s values and code of conduct is outlined in the Metland Code of Conduct and disseminated intensively to all members of the Company. The Company’s code of conduct applies universally to all levels of positions without exception. By implementing a code of ethics and values of the Company, the Company believes that the attitude and character of the Company will be entrenched within each individual in the Company and will be reflected through their daily activities.
The Company acts decisively and provides appropriate sanctions to members of the company that do not comply with the agreed upon code of conduct. Implementation and enforcement of the code of conduct is the basic foundation of all business activities that are implemented by the Company as well as the main pillar of development of the Company’s reputation in the eyes of stakeholders and the public.
Whistleblowing
system (WBS) is one of the means of communication provided by the Company to
report information relating to actions / behavior / events / incidents of
violation, misuse and fraud of law, company regulations, code of ethics, and
conflict of interest by parties internal of the Company.
The
mechanisms implemented by the Company in the violation reporting system are
through the provision of a special channel in the form of a confidential
document addressed to the President Director. The President Director receives a
violation report and analyzes the report. If the result analysis of the
President Director finds indication of violation, the President Director shall
discuss with the PIC (Person in Charge) appointed by the President Director for
further action or investigation. If the indication of violation is followed up
with investigation and the result of the reported party proven to be a
violation, then it will be given sanction after the Company Regulation. If the
violation leads to a crime, then it can be followed up to the applicable legal
process.
Benefits
of developing a reporting system of violations include the provision of early
detection mechanism (early worning system) on the possibility of problems due
to a violation. And for the complainant shall be guaranteed protection and confidentiality
of any complaint / disclosure.
The
mechanism of reporting the violation can be addressed to the President Director
via email [email protected].
Each industry has different risk
types and profiles. As a property company, the Company continuously works to identify,
analyze, and mitigate business risks early. This process is applied through risk
management activities, which is a structured process and phases to manage risks
in an integrated manner. Through risk management processes that are accurate
and precise, the Company is able to project the risk probability and potential
that may occur in the future, allowing the Company to minimize and resolve
risks and challenges that can affect the performance of the Company.
The risk management system has
been implemented in every work unit since 2013, and is applied through the following
implementation phases:
1. Project Level
a. Risk management at the project level is applied in conformity with
existing procedures. At this level, the risk management process is already
integrated into the Department, and at the head office.
b. The reporting process presents the results of coordination meetings
of all functions of a project and now includes information on
existing risks in each function.
c. Risk identification for large-scale projects or that applies complex
technology is still not well focused. Many risks are identified only after
the risks occur. This is related to the competency of the existing human resources.
2. Operational Level
a. Risk management at the operational level is based on the risk
management system embedded in procedures being implemented, primarily
in assessing and monitoring risks identified by RKAP. The corelation between project and
operational risks helps identify risks inherent in projects, which should be used for operations and
information management.
b. Risk identified at the time a contract is entered into is already
detailed but not focused on the actual risks of the project undertaken. This
is mainly due to the inability to optimally draw from references established from previous projects. In
addition, the transfer of risks from the tender team to the implementing team has only been
implemented on a few projects.
c. Cross function between functional departments related to follow-up
actions conducted by the
operational
division has not proceeded as expected. This is evident in how the operational
division has not optimally utilized facilities
available at the head office.
3. Functional Level (Head Office)
a. The functional risk management process has been implemented. Similar
to the operational division, the risk management system has yet to
be optimally integrated into operations and projects.
b. Monitoring of follow-up actions planned in RKAP has not been
optimalized. This is reflected in data incompleteness of risks already
identified in RKAP. As a consequence, the response process is not working as expected.
c. Functional risk identification in business processes has yet to
become a supporting function for operations and projects as the
Company’s corebusiness.
The establishment of the Internal
Audit Unit refers to POJK No. 56/POJK.04/2015 regarding the Establishment and Guidelines
for Internal Audit Charter. Internal Audit is an organ of governance that is established
in order to provide added value through auditing (assurance) and consulting conducted
in an objective, independent, and professional manner. The Internal Audit
function is designed to perform assessment and evaluation on the performance of
risk management, the effectiveness of internal control processes and
governance, as well as provide consultation as needed.
In accordance with the Company’s
Internal Audit Charter, the adoption of internal audit regarding the governance
and performance of the Company is carried out by the Internal Audit Unit, which
is led by the Head of Internal Audit who is directly responsible to the President
Director.
Internal auditors implement the
following code of conduct:
1. Integrity
Integrity builds trust and lays the
foundation for the internal auditor’s assessment.
2. Objectivity
The internal auditor demonstrates
objectivity at the highest professional level in collecting, evaluating and
communicating information regarding activities or processes unde examination. The internal auditor performs a balanced assessment of
all relevant situations,and is not influenced by their owN interests or that of others.
3. Confidentiality
The internal auditor upholds the
value and ownership of information received, and will noT disclose information without prior consent except
where otherwise stated in existing laws and regulations, or has a professional obligation to do so.
4. Competency
The internal auditor applies the necessary
knowledge, skills and experiences in providing internal audit services.
The Audit Committee is a supporting organ of the Board of Commissioners tasked with assisting in supervising and providing input related to financial statements, internal control systems, audits, and compliance with applicable regulations. The Audit Committee is responsible for ensuring that management carries out its duties in accordance with the principles of Good Corporate Governance and applicable regulations.
The members of the Audit Committee work collectively, and the Chairman of the Audit Committee plays a role in coordinating the duties and activities of the Audit Committee.
All members of the Audit Committee are professionals appointed by the Board of Commissioners based on competence and through a rigorous selection process in accordance with company regulations.
