For PT Cisadane Sawit Raya and its subsidiaries, implementing good corporate governance is not only our responsibility to work based on the law and regulations which prevail in Indonesia. It is also a commitment to our Company’s vision and missions to create a competitive and sustainable company.
Good corporate governance is expected to have a positive impact on the creation of corporate accountability, unbiased and independent transactions, disclosure of information inside and outside the Company, increasing the confidence of stakeholders and investors, both domestic and abroad, and supports to achieve the Company’s dynamic operation.
The Company’s governance policy focuses on the functions and responsibilities of the Company’s organs, including the Shareholders, the Board of Commissioners, and Directors. The Company’s organs must carry out their functions under the laws, regulations, and the applicable provisions to help each function performs its duties and responsibilities properly. The implementation of good corporate governance also guarantees the public that the Company has implemented a healthy business behavior; profitable business as well as being beneficial to society and the environment.
PT Cisadane Sawit Raya Tbk. and its subsidiaries are committed to implementing good corporate governance (GCG) practices as a part of the efforts to achieve the Company’s vision and mission. The establishment of the Ethics and Conduct Guidelines is a form of the Company’s commitment to explain the vision and mission as well as the basic principles and values in the interpretation of behavior related to expected ethical standards.
The Code of Ethics and Conduct serves as a guide for all parts of the Company, starting with the Board of Commissioners, Directors, employees and representatives of the Company in carrying out business activities to always comply with applicable rules and ethical norms. These guidelines form an integral part of the Company’s internal regulations and must be applied to all levels of the Company. Violations of the Ethics and Conduct Guidelines can be subject to action, ranging from disciplinary sanctions to work termination. Every consultant, contractor and other business partners working on behalf of the Company is expected to uphold the principles in the Ethics and Conduct Guidelines established by the Company.
The Company must carry out its business activities by taking into account the principles of good corporate governance to align with the aims and objectives of the Company. The Company is required to carry out good corporate governance as well as to encourage fair and conductive business competitiveness both nationally and internationally. Good corporate governance is expected to have a positive impact on the creation of corporate accountability, unbiased and independent transactions, disclosure of information inside and outside the company, increasing the confidence of stakeholders and investors, both from domestic and abroad, and support achieving Company’s dynamic and cohesive operations.
The Company’s governance policies focus on the functions and responsibilities of the Company’s main organs, including the Shareholders, the Board of Commissioners, and Directors. The Company’s organs must carry out their functions under applicable laws and regulations so each function can carry out their duties, responsibilities and authorities properly.
Work Guidelines for Board of Directors and Commissioners
The Board of Directors and Commissioners Work Guidelines is a form of the Company’s commitment to implementing good corporate governance (GCG) consistently in the framework of the Company management to carry out its mission and achieve the vision that has been set. The guideline contains an explanation of the standard working relationship between the Board of Directors and Commissioners in carrying out their duties to create a professional, transparent, effective, and efficient management of the Company.It also to guide the Board of Directors and Commissioners’ work procedures and explain the activities in a structured, systematic, understandable, and consistently carried out to become a reference for the working relationship between Board of Directors and Commissioners in performing their respective duties which will achieve the optimal vision and mission of the Company.
The guideline was compiled based on the applicable laws and regulations, the Articles of Association, corporate legal principles, and the application of GCG best practices. The Board of Directors and Commissioners have a joint commitment to carry out their respective duties to complete harmonious management and supervision to optimally achieve thevision and mission of the Company.
The Board of Commissioners’ Charter
The Board of Commissioners’ Charter compiles guidelines which apply to every member of the Board of Directors in carrying out their duties and responsibilities effectively and under the principles of good corporate governance. This Charter is under Article 35 paragraph (1) of the Financial Services Authority Regulation No.33/POJK.04/2014 on 8 December 2014 concerning Board of Directors and Commissioners of Issuers or Public Company, Board of Directors and Commissioners are required to prepare guidelines to bind each member of the Board of Directors and Commissioners
TheBoard of Directors’ Charter is prepared as a guideline to all members of the Directors in carrying out their duties and responsibilities effectively and under the principles of good corporate governance. This Charter is in accordance with the provisions of Article 35 paragraph (1) of the Financial Services Authority Regulation No.33/POJK.04/2014 on 8 December 2014 concerning the Board of Directors and Commissioners of Issuers or Public Company, where the Board of Directors and Commissioners must prepare guidelines to bind every member of the Board of Directors and Commissioners.
The Audit Committee’ Charter prepared as a form of Company compliance with the Financial Services Authority Regulation No.55/POJK.04/2015 concerning the Formation and Guidelines for the Implementation of the Audit Committee’s Work. The Audit Committee is pledged to always abide by the Audit Committee’ Charter in perform its duties and functions to support the Company’s management which is carried out under the principles of Good Corporate Governance (GCG) consistently by referring to the applicable laws and regulations.
The Corporate Secretary’s function is designed as an organ to ensure the Board of Directors and Commissioners fulfill the obligation to comply with the principles of transparency, accountability, responsibility, independence, and justice as a core element of good corporate governance. The Corporate Secretary’s Charter established to ensure the Company’s actions are in line with the principles and rules of management that have been explicitly adopted by the Company or implicitly through the promotion of corporate culture.
The Internal Audit’s Charter is a formal document that provides a framework and establishes the structure and position, duties and responsibilities, authority and accountability of the Internal Audit Function. The scope of work of the Internal Audit Function covers the entire business process of the Company and its subsidiaries to evaluate the adequacy of the risk management process, internal control and governance of the Company and its subsidiaries.
The establishment of communication between the Company and shareholders, investors and/or the capital market community is intended to help each party get an understanding of the information that has been published andeffective dynamic communication can be established.The Company is committed to implementing equal treatment to all shareholders, investors, and/or the capital market community and the Company’s stakeholders, by providing balanced, fair and punctual access. The Company’s communication with shareholders, investors, and/or the capital market community, as well as communication media must uphold the principles of good corporate governance, namely transparency, accountability, responsibility, independence, equality and fairness through the issuance of this policy.
In accordance with the laws and regulations in Indonesia, the distribution of dividends must obtain approval from the shareholders through the General Meeting of Shareholders (GMS). The amount of dividend is determined by considering several factors, including the condition of the Company, the level of capital adequacy, the funds needed for further business expansion, andthe GMS’s rightsunder the Company’sArticles of Association. Dividend payments are arranged in this way to achieve theright balance between the interests of shareholders, the financial condition and growth of the Company. The distribution of dividends is determined based on the shareholders’ decision at the Annual GMS based on the recommendation of the Board of Directors.
The Company is committed to implementing the best corporate governance, where the application of its principles requires avoiding conflicting interest of various parties within the Company and also its subsidiaries. Based on the policy, conflicts of interest must be avoided because it has the potential to cause harm to the importance of the Company and eliminate fair business competition. Every possibility or actual conflict of interest must be disclosed to the Director under applicable procedures within the Company. The Company has developed a conflict of interest management policy to ensures all members of the Board of Commissioners, Directors, and employees to prevent themselves from carrying out transactions which contain conflicts of interest.
The Company is aware ofinsider trading which illegal, inappropriate, unethical,and can be criminalized, as stated in Act No. 8 of 1995 concerning Capital Markets. It also falls into the category of unfair trading and market crime as regulated in Act No. 5 of 1999 concerning the Prohibition of Monopolistic Practices and Unfair Business Competition. Insider trading is prohibited because it can cause injustice where parties who have private informationcan withdraw the maximum profit. Insider information is non-publicized information, which can encourage someone to buy, sell, or hold company shares. The Company is committed to implementing good corporate governance practices, including setting policies to prevent insider trading which might cause injustice because those who have private information can attract maximum profit resulting in loss of shareholders and/or the public trust of the Company.
Incorrect use or disclosure of information may directly or indirectly cause risks that could harm the Company. During its business period, the Company may be involved in certain confidential information to third parties which the Company must maintain its confidentiality. The company will limit the disclosure of sensitive information on a “need to know” basis. All employeesare required to maintain the confidentiality of the ownershipsorprivate information learned and conveyed during their tenure. The policy focuses on the process of handling ownership and private information used and received by workers in their position as employees of the Company during their tenure.
Anti-Corruption and Anti-Fraud Policy
Anti-corruption and anti-fraud prevention are one of the principles of corporate governance that must be adheredby all levels of the Company and its subsidiaries. The Company is committed and compliant with applicable laws and supports the Government of Indonesia’s program related to corruption eradication. The Anti-Corruption and Anti-Fraud Policy is intended to prevent losses, both material and immaterial, increase compliance with regulations, discipline, ethics toward the law, and in carrying out the Company’s daily operational activities related to external parties, business partners, and government agencies.
The Company is committed to cultivating clean company practices, early prevention and violations detection of business work ethics which may occur in the environment and its subsidiaries through the participation of employees and business partners to actively become whistleblowers. Reasonable protection is provided by the Company for reporters who have good intentions, especially regarding the confidentiality of the reporter’s identity and the information reported, protection against retaliation which may occur, and job security. The reporting system allows reporters from both internal and external or intermediary parties and the public who have an interest in the Company, both directly and indirectly.
The Company conducts business based on healthy business practices, where the prevention and prohibition of gratification is one of the corporate governance principles which must be adhered by all levels of the Company and its subsidiaries. This policy regarding gratification prevention is the foundation for the Company and its subsidiaries that regulate matters related to relations with business partners and/or vendors may cause conflicts of interest. This policy is intended as a guideline for all employees to avoid conflicts of interest related to gratification to create good corporate governance in the business activities of the Company and its subsidiary entities.
is to create relationships which are harmonious, balanced, and in accordance with the environment, values, norms, and culture of the local community. The Company also has the responsibility for social development, both to improve the economic capacity of the community and to foster them in other fields. The Company is committed to increasing positive contributions to the community around its business areas in line with the Company’s business growth. The Company believes the long-term implementation of social and environmental responsibility will give positive impact to stakeholders inside and outside the Company.
The Company is aware ofthe suppliers’ ability to fulfill the goods or services needed by the company will affect the quality of the Company’s output. Therefore the Company needs to ensure itobtainedproducts or services required at competitive prices and good quality through a good supplier selection process. Furthermore, to ensure the supply chain runs efficiently and effectively requires a policy of increasing the stakecapability for suppliers. Based on the principle, all procurement activities are carried out for the benefits of the Company, must be in a reasonable manner, can be accounted for, and carried out by implementing rational cost management.
The Company prepares a Policy to Fulfill Creditors’ Rights to maintain creditor’s trust so the Company can continue to grow and develop following its vision and mission. The basic principles in the policy fulfillment of creditors’ rights are to consider and measure the ability of the Company before making loans to creditors to maintain the realization of rights and maintain creditor’s trust. Fulfillment of creditors’ rights is the certainty of interest payment, loan principal made on time, information access to financial statements, and assurance that all conditions in the loan agreement are fulfilled.
Every person is not required to include identity in their report. The report must consist of: a. Type of violation b. Chronology of events c. Time and place of the incident
The whistleblowing systemmaintains the privacyof the reporter by upholding the principle ofconfidentiality: 1. In carrying out the process of following upany complaints/disclosures the Company must prioritize privacyand the law of presumption of innocence and professionalism. 2. The Company guarantees the confidentiality of the reporting party. 3. The Company ensures protection of whistleblowers from all forms of threats, intimidation, punishment or unpleasant actions from any party as long as the reporter maintains the confidentiality of the case complained to any party. 4. This protection also applies to workers who carry out investigations as well as parties who provide information related to complaints/disclosures.
Investor Relations is carried out by the Corporate Secretary of PT Cisadane Sawit Raya Tbk. Komplek Ruko CBD Pluit Blok R2 No. B-25 Jl. Pluit Selatan Raya, North Jakarta 14440 T +6221 6667 3312-15 F +6221 6667 3310-11 Email: firstname.lastname@example.org
Corporate Secretary of PT Cisadane Sawit Raya Tbk. Komplek Ruko CBD PluitBlok R2 No. B-25 Jl. Pluit Selatan Raya, Jakarta Utara 14440 T +6221 6667 3312-15 F +6221 6667 3310-11 Email: email@example.com