With full awareness of the importance of Good Corporate Governance (GCG), BNBR is committed to continue enhancing the quality of its GCG implementation consistently and continuously in line with the Corporate values. BNBR refers to the best practices in determining the Company’s business process, control and standard operating procedures.
The excellent implementation of GCG principles will propel the improvement of the Company’s performance through the creation of better decision- making, operations efficiency enhancement, and service improvement to the Company’s stakeholders. BNBR believes that the enforcement of high integrity through code of conduct and the Company’s corporate culture will provide maximum results in achieving the Company’s business objectives. GCG principles are implemented through a framework that includes relations’ governance between GCG organs, relations with the shareholders and stakeholders, to ensure harmonious balance between the performance achievement and business sustainability.
Board Manual is a working governance guideline of the Board of Commissioners, Board of Directors and the Management, which elaborated the activities and working stages of the Board of Commissioners and Directors, in a structured, systematics, easy and consistent manner. Board Manual is intended to elaborate the relationships of the Board of Commissioners and Directors as well as other members of the Management in duties implementation in order to create professional, transparent, efficient and effective management of the Company. Board Manual also represents the commitment of the Board of Commissioners and Directors in implementing GCG principles.
PT Bakrie & Brothers Code of Ethics represents the employees’ code of conduct in conducting their works. Every employee of PT Bakrie & Brothers Tbk is responsible to understand and implement this code in all daily activities. The Code of Ethics of PT Bakrie & Brothers Tbk consists of standard of manners in interact with the stakeholders, such as illicit activity, compliance on the Company’s laws and policies, recordings and appropriate assets utilization, compensations for agents and others, prohibition of conflicts of interest, prohibition in granting and entertain the stakeholders, honesty in reporting per diem, disclosure of the Company’s confidentiality with permission, protection on the Company’s interests, prohibition to act that may caused any loss to the Company, prohibition to violate the Company’s Code of Ethics, compliance on the Company’s Regulations, and good cooperation with the auditors and legal counsels.
In implementing its supervisory functions on the Company’s management, the Board of Commissioners establishes supporting committees chaired by one of the independent commissioners.
Audit Committee Audit Committee is established by and responsible to the Board of Commissioners. The Committee’s duties are to assist the Board of Commissioners in conducting supervisory functions on matters pertaining to the financial information, internal control, risk management and compliance towards the applicable legislations. The company’s Audit Charter and BAPEPAM regulation number IX.I.5 concerning the Establishment and Audit Committee Implementation Guidelines directs the implementation of Audit Committee’s duties. The Audit Charter elaborates the duties, roles and functions of the Audit Committee comprehensively.
Nomination and Remuneration Committee As stipulated in the Company’s Articles of Association and Financial Services Authority Regulation No. 34/ POJK.04/2014, the management of remuneration and nomination of the Board of Commissioners and Directors is ratified by the GMS to be implemented by the Board of Commissioners. In its implementation, aligned with GCG implementation, the Board of Commissioners is assisted by the Nomination and Remuneration Committee.
Corporate Governance Committee The Corporate Governance (GCG) Committee is established to assist the Board of Commissioners’ functions in the management and assurance of effectiveness of GCG practices implementation in the Company. The Committee monitors and supports the implementation of GCG principles in accordance with the prevailing legislations and industry standards, as well as ethical norms in the community.
Risk Management Committee The Risk Management Committee was established to develop, implement and regulate the risk management policies in the Company. The Committee duties also include supervisory on major risk aspects and for the assurance of risks anticipation and mitigation. In implementing its duties, the Risk Management Committee cooperates with the Committees of the Board of Commissioners, Internal Audits and related operational units of the Company.
Risk management is therefore a strategic requirement and it plays an important part in improving PT Bakrie & Brothers Tbk performance. Risk management is needed to optimize the Company’s limited resources to achieve specified targets and to fulfill the Company’s vision and mission. Allocation of resources is decided based on risk priorities, with the utmost attention paid to the most critical risk. Furthermore, management of existing risks is periodically reviewed along with improving its reliability.
The BNBR’s Enterprise Risk Management framework, or the so-called The Pyramid as shown below, is the main framework used by the CRM Division for implementing risk management processes across the Company. The Pyramid embodies the framework of ISO 31000 about Risk Management.