GOOD CORPORATE GOVERNANCE
In conducting its activities and ensuring a sustainable business growth, while thoroughly adhering to the prevailing laws and regulations, the Company upholds the following five GCG principles at all times:
The Company conducts its business with a high degree of transparency (openness), by providing all of its stakeholders with adequate access to all relevant and authentic information related to its business in an accurate and timely manner, commensurate
with the interest of each stakeholder.
All decisions made by executives and staff of the Company become entirely the responsibility of the Company. The Company is responsible for providing a comprehensive detail on the measures it has taken, to the rightful stakeholders that have
called for such responsibility from the Company.
The Company ensures that every plan, decision, and implementation of policies is performed in the interest of the stakeholders, whenever applicable. All operational and financial activities, including the Company’s business development plans, are established, conceived, and performed in a fair and just manner, by taking into account all factors that may significantly
affect the Company’s business, and without discriminating certain parties on the grounds of their affiliations that are entirely unrelated to the Company’s business.
The Company prevents any interference of the BOC in all actions of the management and the decisions taken by the management, avoids any transactions with potential conflict of interest, and respects the rights of its minority shareholders by appointing an Independent Commissioner.
The Company has established standardized and professional protocols for its every activity, and has performed such protocols in line with the prevailing policies in the Company.
In doing its business activities, PT Distribusi Voucher Nusantara Tbk is protected by and compliant with the laws (in particular Law No. 40/2007 on Limited Liability Companies), regulations issued by the Financial Services Authority (OJK) and the Indonesia Stock Exchange (IDX) as regulators of the financial industry and the capital market, and other relevant regulations.
The implementation of good corporate governance (GCG) practices in the Company is further governed by the provisions in the Company’s Articles of Association. These practices uphold at all times the principles of GCG, to ensure that the interests of all stakeholders of the Company receive the commensurate attention from the Company.
In accordance with the prevailing provisions, the Company has a corporate governance structure that has been formed to ascertain the implementation of GCG and sound business practices that fulfills the requirements from the regulators.
The corporate governance structure consists of:
1. General Meeting of Shareholders (GMS);
2. Board of Commissioners (BOC);
3. Board of Directors (BOD);
4. Nomination and Remuneration Committee;
5. Audit Committee;
6. Other committees overseen by the Issuer or Public Company in order to support the functions and duties of the Board of Directors;
7. Corporate Secretary;
8. Internal Audit Unit;
9. Internal Control System;
10. Risk Management;
11. Important Cases & Administrative Sanctions;
12. Code of Conduct;
13. A brief description of the compensation policy performance-based long-term to management and/or employee; and
14. Employee Share Allocation.