Governance
Governance
Overview
BUMI recognizes the importance of implementing Good Corporate Governance (GCG) within the Company to gain investor confidence to increase the long-term value of shareholders and other stakeholders. BUMI is required to implement GCG principles in its business activities that are transparency, accountability, responsibility, independence, and fairness. Therefore, BUMI's Board of Commissioners and Board of Directors have ensured the adequacy of GCG practice in the Company and all applicable laws and regulations regarding GCG have been met. BUMI adheres strictly to Indonesian regulation in the design and implementation of its governance processes while recognizing the importance of meeting international governance standards for the benefit of international investors and shareholders.
The following list comprises the main regulatory framework for governance followed by BUMI and its subsidiaries:
- POJK No. 21 / POJK.04 / 2015 dated 17 November 2015 regarding the Implementation of Corporate Governance Guidelines for Public Company.
- OJK’s Circular Letter no. 32 / SEOJK.04 / 2015 dated 16 November 2015 regarding Corporate Governance Guidelines for Public Company.
- Indonesian Best Practices – The Code for Good Corporate Governance composed by the National Committee for Corporate Governance.
- ASEAN Corporate Governance Scorecard.
- OECD (Organization for Economic Co-operation and Development) Principles of Corporate Governance
Governance
Objectives of GCG Implementation
Good Corporate Governance sets the relationship between shareholders, Board of Commissioners and Board of Directors, and all the stakeholders. The purposes of Good Corporate Governance for the Company are to:
- To maximize corporate and shareholder value by enhancing transparency, accountability, responsibility, independence, and fairness in order to strengthen BUMI’s competitive position both domestically and internationally and to create a sound environment to
support investment. - To encourage the management of BUMI to behave in a professional, transparent and efficient manner as well as optimizing the use of and enhancing the independence of the Board of Commissioners, the Board of Directors, and the general meeting of shareholders.
- To encourage shareholders, members of the Board of Commissioners and the Board of Directors to make decisions and to act with a strict sense of morality in compliance with their social responsibility towards the various stakeholders and the protection of the environment.
BUMI adhering to the five principles of Good Corporate Governance: Transparency, Accountability, Responsibility, Independence and Fairness are essential in each of these objectives.
Governance
Stages of GCG Implementation in BUMI
Implementation of GCG in BUMI is a top-down approach. The Board of Commissioners, the Board of Directors and shareholders are committed to implementing the best corporate governance practices (GCG). Therefore, through the Decree of the Board of Commissioners and Board of Directors No. 739 / BRBOD/ IX / 06 dated September 20, 2006, the Board of Commissioners and Board of Directors introduced the GCG BUMI policy through a document entitled “They Way We Are Expected To Work” and other GCG related policies such as the issuance of the Board Manual, Code of Conduct, the establishment of supporting organs of GCG implementation such as Corporate Secretary, Audit Committee, Remuneration and Nomination Committee, Risk Management Committee, Internal Audit, CSR.
The organizational structure of BUMI clearly lays out the duties and responsibilities of each person and the system of accountability of each function. GCG policies and other policies and procedures are communicated to all levels of the Board, management, and employees and serve as guidance for Commissioners, Directors, Managers, employees at all levels in BUMI as well as in business units. The commitment to implement GCG requires not only policymaking but also resources, both human and material resources. Therefore, BUMI hired people to fill the required positions.
The implementation of GCG is an interactive process in BUMI where all the organs and elements in BUMI must participate in it including the implementation of the concept of reward and punishment through the Speak Up System (whistleblower system).
Periodically, Internal Audit as well as independent parties including potential investors and creditors review the implementation of GCG in BUMI and provide recommendations for improvement.
The organizational structure of BUMI clearly lays out the duties and responsibilities of each person and the system of accountability of each function. GCG policies and other policies and procedures are communicated to all levels of the Board, management, and employees and serve as guidance for Commissioners, Directors, Managers, employees at all levels in BUMI as well as in business units. The commitment to implement GCG requires not only policymaking but also resources, both human and material resources. Therefore, BUMI hired people to fill the required positions.
The implementation of GCG is an interactive process in BUMI where all the organs and elements in BUMI must participate in it including the implementation of the concept of reward and punishment through the Speak Up System (whistleblower system).
Periodically, Internal Audit as well as independent parties including potential investors and creditors review the implementation of GCG in BUMI and provide recommendations for improvement.
Governance
BUMI Core Values
BUMI’s core values are:
- Integrity
- Excellence
- Professionalism
- Safety and environment
BUMI’s mission is to secure and operate sustainable energy and mining businesses and compete aggressively but fairly in response to global competition to increase return on investment to shareholders, improve the welfare of employees, enhance public prosperity in the surrounding areas of the operating sites and promote environmental sustainability at all surrounding areas of the operating sites. To accomplish our mission, our core values that are integrity, excellence, professionalism and safety, and environment are critical to the success of our business as described in the following chart.
Governance
Audit Committee was established to assist the Board of Commissioners in carrying out its supervisory duties on the management of the Company in accordance with the principles of Good Corporate Governance, provide advice on the implementation of internal control and corporate audits
In assisting its duties and responsibilities, all members of the Audit Committee are appointed and dismissed by the Board of Commissioners. consists of a Commissioner appointed as Chairman.
Currently, the following persons are serving on the committee:
Mr. Kanaka Puradiredja - Chairman
Mr. Anton Setianto Soedarsono - Member
Mr. Indra Safitri – Member
Remuneration & Nomination Committee
Remuneration and Nomination Committee established to provide an independent opinion in order to ensure that remuneration and nomination processes of the member of the Board of Commissioners and Directors are in accordance with GCG practices.
The composition of the Nomination and Remuneration Committee membership is reviewed periodically and adjusted to the prevailing regulations.
Currently, the following persons are serving on the committee:
Mr. Y.A. Didik Cahyanto – Chairman
Mr. Adhika Andrayudha Bakrie – Member
Mr. Mahmud – Member
Risk Management Committee
Risk Management Committee established to provide recommendations to the Board of Commissioners in the field of risk management to ensure the existence and effectiveness of the Corporate Risk Management system in the Company.
The composition of the Risk Management Committee membership is reviewed periodically and adjusted to the prevailing regulations.
Currently, the following persons are serving on the committee:
Mr. Sharif Cicip Sutardjo – Chairman
Mr. Kanaka Puradiredja – Member
Mrs. Myrnie Zachraini – Member
BOC COMMITTEES
Audit CommitteeAudit Committee was established to assist the Board of Commissioners in carrying out its supervisory duties on the management of the Company in accordance with the principles of Good Corporate Governance, provide advice on the implementation of internal control and corporate audits
In assisting its duties and responsibilities, all members of the Audit Committee are appointed and dismissed by the Board of Commissioners. consists of a Commissioner appointed as Chairman.
Currently, the following persons are serving on the committee:
Mr. Kanaka Puradiredja - Chairman
Mr. Anton Setianto Soedarsono - Member
Mr. Indra Safitri – Member
Remuneration & Nomination Committee
Remuneration and Nomination Committee established to provide an independent opinion in order to ensure that remuneration and nomination processes of the member of the Board of Commissioners and Directors are in accordance with GCG practices.
The composition of the Nomination and Remuneration Committee membership is reviewed periodically and adjusted to the prevailing regulations.
Currently, the following persons are serving on the committee:
Mr. Y.A. Didik Cahyanto – Chairman
Mr. Adhika Andrayudha Bakrie – Member
Mr. Mahmud – Member
Risk Management Committee
Risk Management Committee established to provide recommendations to the Board of Commissioners in the field of risk management to ensure the existence and effectiveness of the Corporate Risk Management system in the Company.
The composition of the Risk Management Committee membership is reviewed periodically and adjusted to the prevailing regulations.
Currently, the following persons are serving on the committee:
Mr. Sharif Cicip Sutardjo – Chairman
Mr. Kanaka Puradiredja – Member
Mrs. Myrnie Zachraini – Member
Governance
Code of Conduct Committee is formed to ensure that BUMI’s Code of Conduct is implemented adequately and the Speak Up System operates effectively.
In assisting its duties and responsibilities, all members of the Code of Conduct Committee are consist of Head of the Company’s Human Resources Human Resources & General Affairs Division as Chairman and Head of Bumi’s business unit as Member.
Currently, the following persons are serving on the committee:
Mr. Mahmud - Chairman
Mr. Hendro Yuliantoro – Member
Mr. Tina Mery Sirait – Member
Human Resources Committee
The Human Resources Committee was established to enhance the effectiveness of the organization in terms of its human resources function. The committee is expected to proactively provide recommendations to the Board of Directors regarding human resources policies and its implementation progress.
In assisting its duties and responsibilities, all members of Human Resources Committee are consist of Head of the Company’s Human Resources Human Resources & General Affairs Division as Chairman and Head of Bumi’s business unit as Member.
Currently, the following persons are serving on the committee:
Mr. Mahmud - Chairman
Mr. Hendro Yuliantoro – Member
Mr. Tina Mery Sirait – Member
Environmental, Social, and Governance (ESG) Committee
ESG Committee was established to provide recommendations to the Board of Commissioners and Board of Directors in the areas of environment, social, and governance to ensure the existence and effectiveness of the ESG implementation system in the Company.
Currently, the following persons are serving on the committee:
Mrs. R.A. Sri Dharmayanti - Chairman
Mr. Maringan M. Ido Hotna Hutabarat - Member
Mr. Ashok Mitra – Member
Mr. Dileep Srivastava – Member
Mr. Andrew Beckham – Member
Mr. Renova Viscky - Member
BOD COMMITTEES
Code of Conduct CommitteeCode of Conduct Committee is formed to ensure that BUMI’s Code of Conduct is implemented adequately and the Speak Up System operates effectively.
In assisting its duties and responsibilities, all members of the Code of Conduct Committee are consist of Head of the Company’s Human Resources Human Resources & General Affairs Division as Chairman and Head of Bumi’s business unit as Member.
Currently, the following persons are serving on the committee:
Mr. Mahmud - Chairman
Mr. Hendro Yuliantoro – Member
Mr. Tina Mery Sirait – Member
Human Resources Committee
The Human Resources Committee was established to enhance the effectiveness of the organization in terms of its human resources function. The committee is expected to proactively provide recommendations to the Board of Directors regarding human resources policies and its implementation progress.
In assisting its duties and responsibilities, all members of Human Resources Committee are consist of Head of the Company’s Human Resources Human Resources & General Affairs Division as Chairman and Head of Bumi’s business unit as Member.
Currently, the following persons are serving on the committee:
Mr. Mahmud - Chairman
Mr. Hendro Yuliantoro – Member
Mr. Tina Mery Sirait – Member
Environmental, Social, and Governance (ESG) Committee
ESG Committee was established to provide recommendations to the Board of Commissioners and Board of Directors in the areas of environment, social, and governance to ensure the existence and effectiveness of the ESG implementation system in the Company.
Currently, the following persons are serving on the committee:
Mrs. R.A. Sri Dharmayanti - Chairman
Mr. Maringan M. Ido Hotna Hutabarat - Member
Mr. Ashok Mitra – Member
Mr. Dileep Srivastava – Member
Mr. Andrew Beckham – Member
Mr. Renova Viscky - Member
Governance
Independent Parties
Audit Committee Profile
Kanaka Poeradiredja
Chairman of the Audit Committee
Mr. Kanaka Puradiredja, an Indonesian citizen, currently serves as Chairman of the Indonesian Audit Committee Certification Board (since August 2016), Member of the Board of Experts of KNKG, Member of Honorary Board of Association of Risk Management Professionals (PRIMA), Chairman of Executive Board of Indonesian Institute of Commissioners and Directors (LKDI) and Independent Commissioner in several other public companies. Since 2021, he is appointed as Chairman of the Audit Committee and Member of the Risk Management Committee of the Company.
He is the founder of Public Accountant Office Kanaka Puradiredja & Suhartono and served as Senior Partner (2000-2007). He is also one of the founders of KPMG Indonesia with the last position as Chairman (1999). He had served a Member of the National Committee of Governance Policy (KNKG) (2016–2019), Chairman of the Formulation Team of General Guidelines of Indonesian Corporate Governance (2017-2019), Chairman of the Honorary Board of the Indonesian Accountants Association (2010-2016), Founder and Chairman of the Management Board of the Indonesian Audit Committee Association (IKAI) (2004-2010), and Chairman of the Honorary Council of the Indonesian Accountants Association (2002-2010).
He holds a Bachelor degree in economics and accounting from Padjadjaran University, Bandung (1971). He is also a LKDI Chartered Member, Chartered Accountant, and holds Professional Risk Management certification, Certified Audit Committee Practices certification, and Governance Oversight Professional certification.
He is the founder of Public Accountant Office Kanaka Puradiredja & Suhartono and served as Senior Partner (2000-2007). He is also one of the founders of KPMG Indonesia with the last position as Chairman (1999). He had served a Member of the National Committee of Governance Policy (KNKG) (2016–2019), Chairman of the Formulation Team of General Guidelines of Indonesian Corporate Governance (2017-2019), Chairman of the Honorary Board of the Indonesian Accountants Association (2010-2016), Founder and Chairman of the Management Board of the Indonesian Audit Committee Association (IKAI) (2004-2010), and Chairman of the Honorary Council of the Indonesian Accountants Association (2002-2010).
He holds a Bachelor degree in economics and accounting from Padjadjaran University, Bandung (1971). He is also a LKDI Chartered Member, Chartered Accountant, and holds Professional Risk Management certification, Certified Audit Committee Practices certification, and Governance Oversight Professional certification.
Anton Setianto Soedarsono
Member of the Audit Commitee
Mr. Anton Setianto Soedarsono, Indonesian citizen, serves as the Company’s Commissioner since 2009. He began his career with Pertamina in 1966-1981. In the last 5 years of his tenure at Pertamina, he served as Head of the Foreign/Export Marketing Bureau for crude oil and petroleum products. After his tenure at Pertamina, he became an independent consultant for international crude oil and petroleum product trading companies. He was the one who proposed the idea and implemented the sale of Indonesian crude oil at a premium price, which contradicted OPEC policy.
In 1984, he joined Unocal Indonesia at the Jakarta head office. At that time, Unocal Indonesia was one of the largest oil and gas producers in Indonesia and a multinational oil company from the United States. During his 10- year career, he has made a significant contribution to the operational success of Unocal Indonesia. He attended various conferences on the oil industry in the United States, England, and Singapore.
He is the first Indonesian to be appointed Vice President at Unocal Indonesia, with the concurrent positions of VP Commercial Affairs and VP Government Relations. In 1994–1997, he served as CEO and President Director of Bakrie Investindo and as Deputy President Commissioner of PT Bakrie Capital Indonesia for the period 1997–1999. He previously served as Chairman of the Nomination and Remuneration Committee, and since September14, 2021, he has served as a Member of the Company’s Audit Committee and was reappointed in August 2022.
He graduated from Yokohama National University, Japan in 1966.
In 1984, he joined Unocal Indonesia at the Jakarta head office. At that time, Unocal Indonesia was one of the largest oil and gas producers in Indonesia and a multinational oil company from the United States. During his 10- year career, he has made a significant contribution to the operational success of Unocal Indonesia. He attended various conferences on the oil industry in the United States, England, and Singapore.
He is the first Indonesian to be appointed Vice President at Unocal Indonesia, with the concurrent positions of VP Commercial Affairs and VP Government Relations. In 1994–1997, he served as CEO and President Director of Bakrie Investindo and as Deputy President Commissioner of PT Bakrie Capital Indonesia for the period 1997–1999. He previously served as Chairman of the Nomination and Remuneration Committee, and since September14, 2021, he has served as a Member of the Company’s Audit Committee and was reappointed in August 2022.
He graduated from Yokohama National University, Japan in 1966.
Indra Safitri
Member of the Audit CommitteeIndependent Parties
Mr. Indra Safitri, an Indonesian citizen, has served as Member of Audit Committee of PT Bumi Resources Mineral Tbk (2018 – 2020) and Member of Audit Committee of PT Bumi Resources Tbk (2015 – 2018).
Currently, he serves as Independent Commissioner at PT Reliance Sekuritas Indonesia Tbk since 2020 and since 2019, he also serves as Member of Audit Committee at PT Dharma Henwa Tbk.
He had a professional certificate of Financial Services Authority Capital Market Legal Consultant (2018-2023) and currently , he also hold Advocate and Legal Consultant at the Capital Market Legal Consultants Association (HKHPM).
He earned a bachelor’s degree from the Faculty of Law, University of Indonesia in 1984 and a master’s degree from PPM School of Management in 2011.
Currently, he serves as Independent Commissioner at PT Reliance Sekuritas Indonesia Tbk since 2020 and since 2019, he also serves as Member of Audit Committee at PT Dharma Henwa Tbk.
He had a professional certificate of Financial Services Authority Capital Market Legal Consultant (2018-2023) and currently , he also hold Advocate and Legal Consultant at the Capital Market Legal Consultants Association (HKHPM).
He earned a bachelor’s degree from the Faculty of Law, University of Indonesia in 1984 and a master’s degree from PPM School of Management in 2011.
Governance
CORPORATE SECRETARY
Dileep Srivastava
Independent Director & Corporate Secretary
Mr. Dileep Srivastava, an Indian citizen, joined the Bakrie Group in 1997 and held a number of senior positions in companies belonging to the Bakrie Group, including as Director of PT Bakrie & Brothers Tbk (2008-2010), Director of PT Trans-Bakrie (1998-2004), and was in charge of Group Investor Relations and Corporate Planning/Business Development for PT Bakrie & Brothers Holding (including PT Bakrie Telecom Tbk) where he served as Vice President IR, Business Development, Strategic Planning (2004–2006). He served as the Company’s Senior Vice President Investor Relations (2006-2010) and was in charge of investor relations, corporate secretary, public relations, media, governance, and communications functions.
Prior to joining the Bakrie Group, he served as Chief Executive Officer of PT Kalindo Deka Griya (owner of Menara Kadin Indonesia) (1995–1997) and other real estate projects in Indonesia, leading Bennett & Coleman New Delhi (owner of the Times India Group, India’s largest publisher) (1990–1995), and was in charge of various businesses and functions at ICI India Limited (1973-1990).
He serves as Corporate Secretary of the Company since 2007, he also serves as Member of the Environment, Social and Good Governance (“ESG”) Committee of PT Bumi Resources Tbk since 2021.
He earned a Bachelor of Commerce (B. Com) from Kanpur University in 1971 and a Master of Business Administration in Marketing & Finance from the Indian Institute of Management (IIMA), Ahmedabad, India in 1973.
Prior to joining the Bakrie Group, he served as Chief Executive Officer of PT Kalindo Deka Griya (owner of Menara Kadin Indonesia) (1995–1997) and other real estate projects in Indonesia, leading Bennett & Coleman New Delhi (owner of the Times India Group, India’s largest publisher) (1990–1995), and was in charge of various businesses and functions at ICI India Limited (1973-1990).
He serves as Corporate Secretary of the Company since 2007, he also serves as Member of the Environment, Social and Good Governance (“ESG”) Committee of PT Bumi Resources Tbk since 2021.
He earned a Bachelor of Commerce (B. Com) from Kanpur University in 1971 and a Master of Business Administration in Marketing & Finance from the Indian Institute of Management (IIMA), Ahmedabad, India in 1973.
Supporting Documents
BOARD MANUALS
Board Manuals Version 4.1
Download
Supporting Documents
CODE OF CONDUCT
Code of Conduct Version 4.0
Download
SUPPORTING DOCUMENTS
Internal Audit Charter PT Bumi Resourcces Tbk 2023
Download
ESG Committee Charter & Members of ESG
Download
Strategic Plan for Hazardous Waste Reduction and Utilization Program
Download
Strategic Plan for Energy Efficiency
Download
Strategic Plan for Water Efficiency and Water Pollution Reduction Program
Download
Strategic Plan for Biodiversity Protection
Download
Strategic Plan for Air Pollution Reduction Program
Download
IT Security
Download
ENVIRONMENTAL AND SOCIAL ACTION PLAN - ARUTMIN INDONESIA
Download
ENVIRONMENTAL AND SOCIAL DUE DILIGENCE - ARUTMIN INDONESIA
Download
ENVIRONMENTAL AND SOCIAL ASSESSMENT - KPC
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Government Regulation No. 1 of 2019
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Article of Association No132 2018
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Anggaran Dasar No 132 2018
Download
Members of Nomination and Remuneration Committee BUMI
Download
Nomination and Remuneration Committee Charter BUMI
Download
Risk Management Committee Charter
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Memo Establishment - Risk Management Committee
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Sustainability Highlights
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Surat Pengangkatan Sekretaris Perusahaan
Download
Circular Resolutions in Lieu of a Meeting of the Board of Commissioners of PT Bumi Resourcces TBK
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Internal Audit Charter PT Bumi Resourcces TBK
Download
Audit Committee Charter BUMI 2018
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Corporate Governance Report
Download
1241 - Disclosure of Company Information to Regulator and Public-PP
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Piagam Komite Audit BUMI 2018
Download
Creditor's Right Policy
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Sirkular BOC ttg Penunjukkan Ketua Komite Audit Bumi
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IT Policy
Download
Memo - IT Steering Committee Charter
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Piagam Komite Audit 2015
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gcg bahasa versi 2.0 2008
Download
gcg english versi 2.0 2008
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ANNUAL REPORT AWARDS
SPEAK UP
SPEAK UP SYSTEM
- Whistleblowing System of PT Bumi Resources Tbk.
- Phone: +62812 128 BUMI (+62812 128 2864)
- e-mail: speakup@bumiresources.com
SPEAK UP
FREQUENTLY ASKED QUESTIONS
Not all cases of the violation to the Code of Conduct need to be reported to the Speak Up System. In the first instances, when you have a concern of the violation to the Code of Conduct, you should raise your concern with your supervisor or manager, then your supervisor or manager will escalate the issue to the relevant department/division. However, if this is unsuccessful or you are too uncomfortable, you are encouraged to report to the Speak Up System.
In the Code of Conduct, Speak Up System means a procedure that should be followed by all BUMI and its subsidiaries employees, management, Directors, Commissioners, and related parties to report violations/breaches of the Code of Conduct.
You can report to the Speak Up System by:
• Calling or sending a WhatsApp or SMS to the phone number 0812 128 BUMI (0812 128 2864)
• Completing and sending the Speak Up System Report Form that can be
obtained at each business units or from the website www.bumiresources.com to the following email address: speakup@bumiresources.com.
• Calling or sending a WhatsApp or SMS to the phone number 0812 128 BUMI (0812 128 2864)
• Completing and sending the Speak Up System Report Form that can be
obtained at each business units or from the website www.bumiresources.com to the following email address: speakup@bumiresources.com.
Yes. Third parties can also report violations/breaches of the Code of Conduct to the Speak Up System.
Yes. BUMI commits to protect any employee that honestly raise ethical concerns and will maintain confidentiality. All reports to the Speak Up System will be administered by a third party. If you wish to remain anonymous, when you report a Code of Conduct violation to the Speak Up System, a report reference number in code form will be provided to enable follow up communications.
If you have a reasonable basis for believing that a decision or action is inconsistent with BUMI’s Code of Conduct, you should raise the issue. If you do, even if your concern is not supported, there will be no action taken against you. However, if anyone knowingly provides false information, the Company will take disciplinary action.
If you have been involved in activities that violate Code of Conduct, you will be appropriately disciplined, but you will also be given full credit for disclosing the violation voluntarily. Consequences are likely to be worse for you if the Company learns of the violation in some other way.
SPEAK UP
POLICY
PT. BUMI RESOURCES Tbk.
Bakrie Tower Lt. 12
Komplek Rasuna Epicentrum
Jl. H. R. Rasuna Said
Karet Kuningan, Setiabudi
DKI Jakarta 12940
©2024 PT. BUMI RESOURCES Tbk.
