Consistent adherence to the GCG principles is important to ensure business growth and create a favorable climate for investment. PT Adaro Minerals Indonesia Tbk ("AMI") 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 AMI a trustworthy, transparent, and sustainable company for all its stakeholders.
Articles of Association
The Articles of Association is a fundamental document that serves as the legal basis for the company's business activities. It regulates the company's governance and organizational structure, the rights and obligations of shareholders, as well as the Board of Commissioners and Board of Directors, including the procedures for decision-making within the company.
Articles of Association can be found on here.
Recent changes to the provisions in the Articles of Association is available here.
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.
AMI’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 AMI's Code of Conduct here.
Whistleblowing Mechanism
AMI applies the GCG principles and Adaro Values consistently across all activities conducted to optimize the achievement of the company goals and prevent actions that may harm the company.
As a part of AlamTri Group, AMI has Adaro Values Line which is an independent violation reporting system professionally managed by Deloitte. The Adaro Values Line is provided by the Company to report any fraud or wrongdoings in the work environment, either anonymously or non-anonymously.
Insider Trading, Anti-Corruption, and Anti-Fraud
In line with the Adaro Value of “Integrity”, all personnel within the AlamTri 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 AMI’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
AMI stakeholders, including creditors, are entitled to obtain fair and equal treatments in accordance with its business relationship with the company. AMI 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
AMI 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.
Procurement Policy for Goods and Services
As outlined in the Company's Code of Ethics, AMI provides equal opportunities to suppliers in accordance with the requirements set by the Company and treats suppliers in accordance with the rights and obligations agreed upon.
The Company implements good governance aspects in supplier selection. When selecting suppliers for goods and services, AMI aims to ensure that the supplier selection process meets the established technical, commercial, and administrative evaluation criteria. Additionally, during the supplier screening process, the Company also checks the suitability of prospective supplier’s business to the goods and/or services required by the Company, as well as the financial condition of the prospective suppliers.
AMI requires prospective suppliers to sign an integrity pact before and after their appointment. This integrity pact includes, among others, the supplier's obligation to comply with Occupational Health and Safety (OHS) and Environmental regulations, operational safety, and the laws and regulations applicable; not to offer, promise, or give any form of gift to AMI personnel, employees, management, or Board of Directors (including their families and relatives); to act honestly, objectively, transparently, and accountably; to avoid conflicts of interest in fulfilling obligations and responsibilities during the procurement process; and to report any indications of fraud or corruption, collusion, and nepotism.
AMI also incorporates ESG aspects in its supplier screening. When selecting suppliers to support AMI’s operational activities, several criteria are assessed, among others, their Occupational Health and Safety (OHS) management systems, safety incident records, environmental incident records, environmental management systems, records of non-conformance/incompatibility/violations of OHS and records of non-conformance/incompatibility/violations of environmental regulations.
After the work is completed, AMI evaluates the supplier based on the timeliness of completion and the quality of the work.
Complaint Handling Mechanism
AMI 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 2024, the shareholders approved the appointment of Public Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan (or its successor/replacement in the future which is a member of PricewaterhouseCoopers global network in Indonesia, as the Public Accounting Firm to audit AMI’s financial statements for the current fiscal year ending on December 31, 2024.
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, AMI’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, AMI follows the AlamTri 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, AMI 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 AlamTri 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 AlamTri Group Corporate Secretary and Investor Relations Policy here.
Political Contribution
In 2023, AMI is not involved in political activities, including but not limited to campaigns, joining political parties, and conducting political lobbying. AMI always strives to fulfill its responsibilities and contribute to the country through tax and royalty payment. This approach shows AMI's commitment to maintaining a neutral position in political matters, as well as to focus on carrying out business activities and complying with financial obligations.
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 AMI’s business continuity and there were no administrative sanctions imposed on the AMI as an organization, its subsidiaries, members of BoD, or members of BoC by the associated regulators.