Corporate Governance Fact Sheets

Consistent adherence to the GCG principles is important to ensure business growth and create a favorable climate for investment. Adaro Minerals Indonesia strives to apply the GCG principles on a day-to-day basis in all its business units. Together with the Adaro Values of “Integrity, Meritocracy, Openness, Respect and Excellence”, this will keep Adaro Minerals Indonesia a trustworthy, transparent, and sustainable company for all its stakeholders.

 

Code of Conduct

The Company has issued its formal Code of Conduct, which is applicable to the BoC, BoD, supporting organs, top management, and all employees without exception.

Adaro Minerals Indonesia’s Code of Conduct sets forth the commitment to uphold the standard of the Code of Conduct in interacting with all stakeholders, and the principles and behaviors that must be upheld in interacting with all stakeholders. The Code of Conduct sets forth the principles and behaviors that must be applied in interacting with the stakeholders in a fair and balanced manner.

The guideline includes:

1. Adaro Values;

2. How the company and each of its individuals shall comply with the laws and regulations and the GCG principles;

3. How each of the company’s individuals shall interact with various stakeholders, including the shareholders, customers, suppliers, public, creditors, and their fellow employees;

4. Communication with the shareholders and investors;

5. Insider trading, anti corruption and anti fraud, and conflict of interest; and

6. the company’s information disclosure.

The company strives to ensure that the Code of Conduct is understood and complied by the BoC, BoD, supporting organs, top management, and employees.

Download Adaro Minerals Indonesia's Code of Conduct here

 

Whistleblowing Mechanism

All employees and other stakeholders are expected to proactively report any misconduct or any case of fraud or breach of our business ethics, company rules or regulations, Articles of Association, laws or confidential information, along with supporting proof and documentation, to the company’s BoD or to corporate contact available on the company’s website.

All the reports received by the company will be processed on anonymous basis. The reports will be followed up with strict and consistent sanctions to create a deterrent effect for perpetrators of violations and those who intend to do the same and can be an input for system improvement for the company’s future.

 

Insider Trading, Anti-Corruption, and Anti-Fraud

In line with the Adaro Value of “Integrity”, all personnel within the Adaro Group are obliged to prevent the occurrence of insider trading, corruption and fraud. This obligation has been included in AMI’s Code of Conduct and BoC and BoD Charter.

Insiders of the Company or parties who have special relationships with the Company are not allowed to trade Adaro Minerals Indonesia’s shares based on the undisclosed material information or facts.

 

Mergers, Acquisitions, and Takeovers

In the cases of mergers, acquisitions, and/or takeovers, which require shareholders’ approval, the BoC and BoD appoint an independent party to evaluate the fairness of the transaction price. In accordance with OJK regulations number 17/POJK.04/2020 concerning the material transactions and changes in business activities, the transactions amounting more than 50% of the equity must obtain the shareholders’ approval through Extraordinary General Meeting of Shareholders.

 

Compliance on Creditor’s Rights

Adaro Minerals Indonesia stakeholders, including creditors, are entitled to obtain fair and equal treatments in accordance with its business relationship with the company.  Adaro Minerals Indonesia has complied with and committed to fulfilling the creditors’ rights according to the terms agreed in the respective contracts, in accordance with the company’s Code of Conduct.

 

Customers' Welfare

Adaro Minerals Indonesia has treated its customers equally and responsibly according to its Code of Conduct, which among others states that the company always prioritizes the customers’ satisfaction, provides accurate information with regard to the company’s products and/or services, and complies with and respects all terms, conditions, and provisions agreed collectively.

 

Complaint Handling Mechanism

Adaro Minerals Indonesia strives to maintain and enhance its reputation of providing customers with high-quality products and services. The company is committed to being responsive to the needs and concerns of our customers and to resolving any complaints as quickly as possible. The company also conducts customer satisfaction survey every 2 (two) years to ensure that the products and services delivered meet the customers’ requirements.

 

Long-Term Incentives for BoD and Employees

The Company is still conducting analyses to determine the form of the most appropriate long-term incentives for the BoD and employees.

 

External Auditor

In Annual General Meeting of Shareholders 2023, the shareholders approved the appointment of Public Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan, a member firm of the PricewaterhouseCoopers global network, as the Public Accounting Firm to audit Adaro Minerals Indonesia’s financial statements for the current fiscal year ending on December 31, 2023.

 

Information Technology

Information technology has evolved to be a vital part of a company’s growth and operations, especially for companies with the scale of the Adaro Group. With its rapid growth in both size and sectors, Adaro Minerals Indonesia’s businesses have a high level of complexity to demand standardization and the best practices in IT implementation to allow simpler and faster work processes, in order for the company to be more efficient and effective to achieve targets through optimum productivity.

In information technology implementation, Adaro Minerals Indonesia follows the Adaro Group’s Enterprise Resource Planning (ERP) system, which integrates all information systems across the Adaro Group.

The rapid development of IT also pushes the company to enhance and optimize its IT infrastructure and facilities to accommodate the company’s needs and comply with the internal regulations as well as the applicable regulatory requirements. One of the top priorities is the protection against cybercrimes. Therefore, Adaro Minerals Indonesia will constantly review and apply the cutting-edge security measures to protect the interests of the stakeholders, including anticipating IT disasters.

 

Corporate Communications

The communication policy with shareholders or investors is contained in the Adaro Group Corporate Secretary and Investor Relations policy. To the extent possible, corporate communications should have a character that includes attributes such as transparent, consistent, accurate, timely, non-selective, and proactive.

Download the Adaro Group Corporate Secretary and Investor Relations Policy here.

 

Material Litigation Faced by the Company

There is no material litigation faced by the company in 2023.

 

Administrative Sanctions and Suspension

In 2023, there were no material administrative sanctions that may impact on the Adaro Minerals Indonesia’s business continuity and there were no administrative sanctions imposed on the Adaro Minerals Indonesia as an organization, its subsidiaries, members of BoD, or members of BoC by the associated regulators.