Good Corporate Governance (GCG) is a fundamental element in our transformation to becoming a high value and sustainable growth business.
Mitratel has continued its commitment to the implementation of GCG as a fundamental element in our transformation to becoming a high value, sustainable growth business. To that end, we have established and implemented a number of corporate guidelines, structure and policies related to the implementation of GCG.
Bribery is an activity of giving/receiving/promising/receiving promises of goods/services with the intention of persuading that person to do something or not to do something in his duties that are contrary to the authority or obligation in the public interest.
As a manifestation of the Company’s commitment to better GCG implementation and to run the business more transparently, fairly and with zero tolerance for bribery.
Mitratel is committed to and complies with the provisions of valid laws and regulations and supports the Government of Indonesia in eradication of corruption.
Any individual and/or work units in Mitratel, will attempt their best to compete and secure all cooperation or business opportunities in fair and legal manner and to negotiate contracts fairly and openly, regardless of any pressures from external parties. Mitratel will conduct business and/or work in legal, ethical, honest and professional manner in line with the Company code of ethics and vision and mission. This practice is carried out in all Bayan Group activities.
the Company did not have a formal mechanism to run a whistleblowing system. However, the function to receive, to investigate, to handle, and to resolve dissatisfactions regarding violations of the Company’s regulations or laws relating to the Company’s business is carried through by the Internal Audit Unit, currently.
The Internal Audit Unit keeps confidentiality and protects the reporter’s identity within reasonable limits and in accordance with Law No. 31 of 2014 concerning Protection of Witnesses and Victims.
The results of the handling and resolution of complaints are reported by the Internal Audit Unit to the President Director and the Audit Committee, to be deliberated over by the management to enhance the management of the Company in the future.
Board of Commissioners
The Board of Commissioners (“BoC”) serves as the Company’s overall supervisory and oversight body whose members are appointed by, and are directly responsible to the Company’s shareholders. In addition to its oversight and supervisory function, the BoC also provides advice to the Board of Directors.
The Board of Commissioners provides the Company with valuable experience, expertise, and relationships needed to ensure effective oversight such that the Company operates in accordance with its prescribed vision and mission.
Board of Director
The Board of Directors (“BoD”) is mandated by the shareholders to manage the day-to-day affairs of the Company. Each member of the Board of Directors is personally, as well as collectively, responsible for the Company’s overall performance.
Members of the BoD are appointed by Shareholders at the AGMS. All of the BoD members were chosen by shareholders for their specific knowledge, expertise, and experience. In line with good corporate governance standards, Tower Bersama Group’s BoD composition seeks to represent the interests of all its stakeholders, including minority interests through the appointment of an Independent Director to the Board.
The Audit Committee (the Committee) is a committee formed by and reporting to the Board of Commissioners (BOC), the role of which is to assist the BOC in its oversight functions.
According to the Indonesian Financial Services Authority/ OJK (previously Capital Market and Financial Institutions Supervisory Board/Bapepam-LK), the main role of the Committee is to oversee the fair presentation of the Company’s financial statements, the auditing processes conducted by both Internal Auditors and Independent Auditors, as well as compliance to the prevailing laws and regulations.
In performing its duties, the Committee conducted meetings as necessary with the Company’s management including the Board of Directors (BOD), Risk Management and the Internal Audit functions, as well as with the Independent External Auditors.
Internal Unit Audit is governing organ that functions to perform audit function and provide independent, objective, reasonable, and professional consultation. In the company structure, Internal Audit Unit is below the President Director and required to directly report to the president Director. Head of Internal Audit Unit is appointed by the President Director along with the approval from Board of Commissioners. During executing its daily duties and responsibilities, Internal Audit Unit works according to guidance and supervisory of Audit Committee.
The execution of duties and responsibilities of Internal Audit Unit refers to Annual Audit Plan (RKAT). RKAT consists of work target by taking into account the risk of every audited aspect. Internal audit system with risk assessment based is aimed for ensuring the obedience of operating standards and prevailing legislations. In performing audit, Internal Audit Unit assesses and evaluates the operational and financial activities of the Company as well as the subsidiaries by referring to the prevailing legislations.
The Nomination and Remuneration Committee has the responsibility to assist the Board of Commissioners in fulfilling its oversight responsibilities, particularly in evaluating and advising on the necessary qualifications and nominations for candidates of the Board of Directors and the Board of Commissioners Members and in evaluating and advising on the remuneration scheme of the Directors, Commissioners and employees.
Members of the Committee are appointed by the Board of Commissioners from amongst its members and comprise of not fewer than three members, one member of whom must be an Independent Commissioner and shall act as Chairman.
The Committee has access to expert professional advice from appropriate external advisors to provide additional perspectives on Nomination and Remuneration practices as and when it deems necessary.
Corporate Secretary hold an essential role in facilitating communication among the Company’s Organ, relationship between the Company with its shareholders, the Financial Services Authority, and other stakeholders and in assuring the compliance with the prevailing laws and regulation on capital market.
Mitratel Corporate Secretary function are to establish, develop, direct and formulate the strategies in the implementation of corporate compliance related to capital markets, Investor Relations and Corporate Communications, GCG implementation including the Company’s secretarial administration to support the achievement Vision and Mission, and Human Capital Excellence with regards to CoC Principles, GCG Principles, and Company’s Values. Corporate Secretary has direct responsibility to President Director.
In performing its duties and function, Risk Management Committee obeys to the Risk Management Charter.The Charter includes, among others, membership structure, membership requirement, including competency and independence requirement, task and responsibilities and committee meeting.
The Risk Management Committee is assigned and responsible to assist the BOC in providing professional and independent opinion to ensure that the implementation of Enterprise Risk Management (ERM) performed accordingly and in an integrated manner by the BOD. The implementation of Risk Management Committee duties and responsibility covers the review, oversight and recommendation on risk identification, risk valuation, risk mitigation by related working units and the effectiveness of the risk management conducted by the Risk Management Division.
The Risk Management Committee has the authority to access fully, freely and not limited to every Company’s policy related to risk management in the Company. In performing its authority, Risk Management Committee cooperates with the Secretariat of the BOC, the BOC Supporting Committees, related team at the management level, Internal Audit and related operational unit.
In order for the implementation of corporate governance to run well, it needs to be supported by a Softstructure of governance which is a written rule that contains policies and other arrangements that regulate the company in line with the prevailing laws and regulations, business ethics and the Company’s Business Process. Softstructure includes Corporate Governance Policy (CGP), Management Policy (MP), Corporate Ethics Standard (Code of Conduct/CoC), Board of Commissioners’ Charter, Board of Directors’ Charter, Board of Commissioners’ Supporting Charter, Internal Audit Charter, Whistleblowing System (WBS), Standard Operating Procedure (SOP) and Work Instruction (WI).
Company always make priority in safety aspect to get operational excellence in delivering our services to our customers. Company involves everyone within the activities and engages them in a responsible and proactive attitude to make strengthen safety culture.
We have strong commitment to provide the best quality assets and services to our customers and We always concern with QHSE factors (Quality, Health, Safety, and Environment) onshore and at the sea :
- Quality : to make sure our quality of assets and services in every process meet with the standards.
- Health : to provide and keep our workspace in clean and health environments including the employees.
- Safety : to make sure top priority of safety for our employees, assets, and environments.
- Environment : to provide environment cleanness, green, and environmental friendly.