ETHICS AND GOVERNANCE
Guidelines for Good corporate governance established through a decision of the Board of Directors of Number 006901. K/OT01/UT/2012 date 6 March 2012. These guidelines constitute a basic guide to PGN for running a business. These guidelines also provide referrals for Insan PGN to apply the principles of good Corporate Governance in work activities.
Code of Conduct
The company already has guidelines for business ethics and work ethic has been established by decision of the Board of Directors number: 002600. K/HK. 00/UT/2013 date 25 January 2013 about Business Ethics Guidelines and Work Ethic. These guidelines became the organ of reference for companies and workers in carrying out business activities as well as dealing with stakeholders.
Policy on Conflict of Interest and Gratification Control
The goal of drafting this policy is to provide guidance and reference for all personnel of PGN relating to conflict of interest, and the acceptance, rejection, provision, and demand for gratification within the company in order to comply with the principles of good corporate governance to encourage the implementation of business ethics and work ethics, prevention of conflict of interest, fraud prevention, and other deviant behavior.
The policy regulates the principle of prudence that is related with conflict of interest, ethics in the acceptance, rejection, provision, and the requesting of gratification, as well as the mechanism on reporting these activities within the company.
The management of gratification control in the company will be conducted by the Gratification Control Unit-with its main function to draft regulation on gratification, conduct dissemination and campaign on anti gratification, process reports in gratification, as well as monitor and evaluate the implementation of gratification control within the company.
The unit will submit a report on the handling and addressing of each report on gratification acceptance to KPK, as KPK is authorized to follow up on the reports of gratification, including ownership and gratification usage.
Internal Audit Charter
PT Perusahaan Gas Negara (Persero) Tbk, a state-owned enterprise in the transmission and distribution of natural gas and related businesses, as stated in the company's article of association, is a public company that must be accountable for each of its activities and business proceeds to its stakeholders. Therefore, the management of the company should be conducted in compliance with the principles of transparency, accountability, responsibility, independence, and fairness, in addition to being supported by a reporting system that meets the rule of fairness, reliability, and timely.
The availability of a professional internal audit division (IAD) is a requirement, as the division has an important role in encouraging and monitoring the implementation of the management that the company referred. Therefore, regulating is needed for corporate structure, authority, task, responsibility, and scope of IAD as outlined in the Internal Audit Charter in order to implement internal monitoring that is effective, accepted, and supported by other task forces, in addition to providing added value for the company.
This charter is intended as a guide for IAD in order to carry out the functions and duties in a professional manner, as well as to be understood by other work units in order to support the smooth implementation of the internal control function. The goal of this charter is for IAD to be able to implement effective internal oversight functions in accordance with applicable auditing standards, and in line with the needs PGN.
The Summary of Board Manual
The Board Manual is a set of governance guidelines for the coordination of Board of Commisioners ("BOC") and Board of Directors ("BOD") which is aimed to clearly defined the duty, responsibility, rights and authority, as well as the work relationship between BOD and BOC in performing their duty in accordance to the applicable regulations and good corporate governance principles.
II. Board of Directors
Board Manual extensively regulate matters concerning the BOD which are not yet addressed in details on the Company's Article of Association or any applicable regulations, which includes, inter alia:
- The delegation of authority
- The independency and ethic of BOD position
- Stipulation of policy to manage the Company
- The distribution of duty and authority between BOD members, including to stipulate BOD resolution.
- Provision regarding vacant position of BOD.
- Procedure to conduct BOD Meetings.
- The function and duty of Corporate Secretary, Internal Audit, and Risk Management.
III. Board of Commisioners
Board Manual extensively regulate matters concerning the BOC which are not yet addressed in details on the Company's Article of Association or any applicable regulations, which includes, inter alia, the provision regarding independency and ethics of BOC position, vacant position of BOC , as well as mechanism to conduct BOC meetings.
IV. Coordination between BOC and BOD
Board Manual regulates the coordination between BOD and BOC in order for both to work in effective and efficient manner. Such provision includes, inter alia:
- Extensive regulation regarding BOD's action that requires BOC's written approval and BOD's action that requires General Meeting of Shareholders approval after obtaining BOC's recommendation, including but not limited to approve the write-off and transfer of fixed asset, Agreement with the specific type, value, and time frames, and the Write-off of bad debt .
- The allocation of authority between the organ of the Company.
- The nomination of Public Accountant to the General Meeting of Shareholders
- Introduction program for the newly appointed member of BOC and BOD, including the procedure for such introuction program.
- Competence improvement program for the BOC and BOD