Good Corporate Governance

PT WICAKSANA OVERSEAS INTERNATIONAL Tbk.

Good Corporate Governance

Duties and Roles of the Board of Commissioners of the Company

The principal function of the Board Commissioners is to supervise the Board of Directors in making policies to operate the Company and also give advices to the Board of Directors. The Board of Commissioners consists of a President Commissioner and 2 (two) members of Commissioners, of which one is an Independent Commissioner.

The remunerations provided to the Company’s Board of Commissioners for 2017 was Rp 2,1 billion.

The Board of Commissioners held 4 meetings in 2017. The following table shows the number of meetings attended by the member of Board of Commissioners.

Member of Board of CommissionersNumber of meetings attended% Attendance
Djajadi Djaja4100
Haji Suhadi, SH.4100
Hariady Hugeng4100
Duties and Roles of the Board of Directors of the Company

The Directors are fully responsible to perform their duties for the Company’s benefit to achieve the purposes and objectives of the Company and represent the Company in and out of court in respect of all matters and eventualities, to bind the Company to other parties and other parties to the Company, and to undertake all actions, concerning both management and ownership.

In 2017, the Board of the Directors consisted of a President Director and one member of Director. The coordination among the Director could be arranged at any time in the meeting attended by respective officials in the related fields. The remuneration provided to the Company’s Board of Directors for 2017 was Rp2,2 billion.

In 2017 there were 8 meetings. The following table shows the number of meetings attended by the member of Board of Directors.

Member of Board of DirectorNumber of meetings attended% Attendance
Eddy Suwandi8100
Elys Karis8100
General Meeting of Shareholders

On June 14, 2017 the Company held an Annual General Meeting of Shareholders with the Notarial Deed No.18 of M. Nova Faisal, SH., M.Kn, which approved, among others the Annual Report for 2016.

The Company held an Extraordinary General Meeting of Shareholders with the Notarial Deed No. 26 dated October 20, 2017 of M. Nova Faisal, S.H., Mkn., concerning the changes of articles of association to comply with the Financial Services Authority Regulation No. 10/ POJK.04/2017. The Company has reported these changes and the changes have been received and acknowledged by the Minister of Laws and Human Rights of the Republic of Indonesia in its Letter No. AHU-AH.01.03-0183241

Independent Commissioner

The Company has 1 (one) Independent Commissioner. This is in line with the regulation that at least 30% of the Board of Commissioners comply with the following requirements:

  1. Has no affiliated relationship with the Controlling Shareholder.
  2. Has no affiliated relationship with Directors and/or Commissioner of the Company.
  3. Is not holding other positions as Director in another company affiliated with the Company.
  4. Fully understands the regulations of Indonesian Capital Market.

To perform his duties, the Independent Commissioner is assisted by Audit an Committee.

Audit Committee

The Audit Committee consists of three members, lead by Haji Suhadi, SH., Independent Commissioner, while the other two members are from external independent person. The other two members are Melanus Johan and Yanviley J. Sarah.

The duties of the Audit Committee are to assist the Commissioners in performing their duties to supervise the management of the Company.

The Audit Committee provides oversight and fulfills these duties as follows:

  1. Reviewing the annual and quarterly financial statements,
  2. Providing an opinion on report conveyed by the Board of Directors to the Board of Commissioners,
  3. Reviewing the Company’s compliance with the applicable capital market laws and regulations.

In 2017, there were four meetings held by the Audit Committee and the following table shows the number of meetings attended by the member of the Audit Committee.

Member of Audit CommitteeNumber of meetings attended% Attendance
Haji Suhadi, SH.4100
Melanus Johan4100
Yanviley J. Sarah4100
Internal Audit Unit

The Company has an Internal Audit Unit. The Head of Internal Audit is responsible to the Board of Directors and provides regular updates on the status of significant audit action items and the annual audit plan to the Board of Directors and the Audit Committee.

The Head of Internal Audit leads the development of the annual audit with input from Management and review by the Board of Directors. The annual audit plan is carried out by the internal audit staff throughout the year.