The implementation of Good Corporate Governance (GCG) principles is an important factor in pursuing business continuity. Clear description on functions and responsibilities of each element in the organization will pave the way to an establishment of a healthier and more transparent company. With key aspects of GCG being transparency, professionalism, fairness, independence and responsibility., we have taken the following steps to improve our corporate governance.
- The organization applies professionalism and fairness ineach decision making process in the spirit of providingequal treatment to both shareholders and stakeholders.
- We are also committed to be as transparent as possibleby giving equal access to corporate information,including those material ones, to all interested parties.On periodical basis, we release quarterly and annualreports to market players shareholders and stakeholders,through media publication, information disclosure tothe stock exchange regulator, public expose or AnnualGeneral Meeting of Shareholders.
- The aspect of independence is carried out inestablishing the structure of Board of Commissionersand of Board of Directors, in which we seek to haveIndependent Commissioners with no relationshipto senior management at the company that may infact impair the director’s ability tomake independent judgments, or compromise theCommissioners objectivity and loyalty to stockholders.
- The aspect of responsibility is manifested in the way the Company holds up its moral commitmentto give more added values to the shareholders’investment, yet at the same time, we give full respect toharmonious living with the surrounding environment.
THE GCG STRUCTURE
Our GCG implementation is supported by several elements:
- General Meeting of Shareholders (GMS)
GMS is the highest forum in our organization, where strategic decision is made and the determination or delegation of authorization is accomplished. We always have a very active forum with the shareholders and they secure rights to give approvals to the corporate action plans, the change in membership of Board of Commissioners and Board of Directors, the use of net profits, and others.
- Board Of Commissioners
The scope of duties and responsibilities of the Company’s Board of Commissioners are as follows:
- Closely monitoring the management of the Companyrun by the Directors
- Supervising the implementation of corporate vision andmission as mandated by the shareholders
- Providing important inputs to the Directors whenevernecessary to create balance between planning function andsupervisory function
- Monitoring the GCG implementation in both financialand asset maintenance
The supervisory function is carried out with respect in line with the good principles of Good Corporate Governance and guidance of shareholders. The supervisory mechanism is conducted by reviewing the performance reports presented periodically by Directors at joint meetings between Commissioners and Directors. In carrying out its duties and responsibilities, the Commissioners work closely with the Audit Committee.
- Board Of Directors
The Company’s Board of Directors is responsible for:
- Planning, managing, and controlling the whole businessoperation as well as formulating strategic and non-strategic
- Carrying out the agreed agenda and ensuring theenhancement of efficiency and effectiveness so asto facilitate smooth evaluation process over theCompany’s performance.
- Ensuring the implementation of GCG principles byeach element of the Company with respect to the fivekey principles: transparency, responsibility, fairness,professionalism and independence, in order to createan accountable company.
- Audit Committee
The Audit Committee of PT Bukit Uluwatu Villa Tbk works closely with Board of Commissioners to assist fulfilling the supervisory function over GCG implementation within the working setting.
The Committee also performs other duties and responsibilities:
- Analyze the activity reports and financial reports presented by the Directors or other working units in the Company
- Provide professional and independent inputs to the Board of Commissioners about any issues that require further attention.
- Work closely with the Independent Auditor to pursue higher business effectiveness and efficiency
- Corporate Secretary
The Corporate Secretary of the Company is responsible for collecting any information that is material to the shareholders in a timely and accurate fashion. Working closely with Corporate Legal and Compliance Unit, she or he must be aware of any changes in rules and regulation applicable at Indonesia stock exchange to maintain the Company’s regulatory compliance.
According to the rules of the Indonesia’s capital market, Corporate Secretary shall perform the following functions:
- To follow the capital market development, especially the capital market regulations
- To provide the public with any information needed by investors relating to the condition about the Company
- To provide an input to the Board of Directors to comply with applicable laws and regulations
- As a liaison or contact person between the Company with the appropriate authorities and the public
Corporate Secretary is expected to support the realization of corporate vision, mission and strategies. She or he shall be able to nurture and develop good relationship with the institutions and media communities in order to build good image of the Company. The Corporate Secretary works closely with community relation, particularly in building good relationship with non-market communities and performing function of corporate social responsibility.
- Internal Control & Audit System
Throughout the year, the internal audit department evaluats the Company’s bookkeeping system. Internal control role are conducted through routine visits to business units.
- Information Transparency
We are aware that information disclosure plays an important role in being a public company and we take this matter very seriously. All Capital Market disclosures are made in timely fashion and are submitted to the regulatory authorities. To keep all shareholders abreast of the health of our company, information regarding our hotels and latest projects is available on our website along with an archive of the company’s quarterly and annual reports, and corporate actions. A dedicated email, firstname.lastname@example.org, is also available to answer any inquiries.
- Remuneration of Board of Commissioners and Board of Directors
The remuneration is determined based on performance-based measurement. The Board of Commissioners has the authority to formulate the remuneration packages for both Commissioners and Directors.