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Corporate
governance
Good Corporate Governance is an integrated part of Astragraphia’s corporate culture.
Since its establishment in 1976, the founders of Astragraphia have implanted Catur Dharma
as Astragraphia’s basic Philosophy. In fact, the implementation of Catur Dharma which
comprises of four pillars, namely to be an asset to the Nation, to provide the best
service to our customers, to respect the individual and develop teamwork, and to
continually strive for excellence is in line with the Good Corporate Governance
principles, namely transparency, accountability of the Board of Commissioners and Board
all employees of Astragraphia. Astragraphia is also supported by its majority shareholder
and principals, which are very concerned to the importance of implementing Good Corporate
Governance at all Astragraphia levels. Although the Good Corporate Governance,
Astragraphia deemed it is necessary to formalize it in a written guidelines. Therefore, in
2005 Astragraphia formalized it as guideline to implement Good Corporate Governance within
Astragraphia.
The Board of Director (“BOD”) and Board Of Commissioners (“BOC”)
always give priority to the Good Corporate Governance principles, company philosophy,
legal compliance, Business Ethics, as well as being concerned to the interests of
Astragraphia, its shareholders and other stakeholders, in implementing its tasks and
functions in making business decisions. The same applies to all Astragraphia employees. In
any occasion, the BOD orally as well as in written always emphasize in the importance of
adhering to and consistently implementing Good Corporate Governance.
Astragraphia is always anticipative towards implementing the prevailing laws and
regulation, in particular those related to Good Corporate Governance.
Board of Commissioners and Board of Directors
The members of the BOC and BOD are professionals. Elected through a General Meeting of
Shareholder. BOC comprise of a 4 (four) members, 2 (two) of whom are independent
Commissioners, while the BOD comprise of 4 ( four) members.
The BOC function is to supervise the policies determined by the BOD. Prior taking certain
legal actions as regulated in Astragraphia’s Articles of Associations and prevailing
regulations, the BOD must obtain the approval of the BOC. Although not all of the members
of the BOC are Independent Commissioners, in practice any decision made by them are always
priority to the publux interest by considering the Good Corporate Governance principles.
During 2005, the BOC has held 5 (five) meetings with 90% attendance. Members of the BOC
unable to attend the meeting always inform the chairperson of the meeting before the
meeting and provide a proxy to represent his vote in the meeting. Discussion material
during a BOC Meeting is distributed to all members , including who was unable to attend
the meeting, in order that all members receive the same information. All resolutions of
the BOC are always adopted by deliberation to reach a consensus.
During 2005, the BOD have held regular meeting on a weekly basis for 34 times, excluding
the monthly meetings especially discussing Astragraphia’s operational performances,
with attendance percentage of 90%. BOD meetings discuss corporate strategies &
operational policies and other important matters in order to achieve the Company’s
goals and targets. All resolution of the BOC are always adopted by deliberation to reach a
consensus. At the end of the years the BOD set up the budget for the following years,
which is reported to the BOC meeting. The BOD regularly attend training programs provided
by Astra International as the majority shareholder, principals abroad, as well as other
institutions.
Audit Committee
The Audit Committee is committee whose task and function assisting the BOC. The Audit
Committee is an independent party which complies to the Bapepam and Stock Exchange
requirements; appointed and responsible to the BOC. The Audit Committee has a charter as
guidelines for the Audit Committee to implement its tasks and functions. Each minutes of
an Audit Committee meeting to implement its tasks and functions is reported to the BOC
accompanied by opinion or suggestion, if there is matters require special attention of the
BOC. The Audit Committee is entitled to access company records or information. The Audit
Committee has reviewed the total compensation received by Astragraphia Board of
Commissioners and BOD during 2005. Details of the Annual Activity Report of the Audit
Committee and its profiles are available in other parts of this Annual Report.
Executive Committee
The Executive Committee comprises of the BOD and all general manages who holds weekly
meeting to discuss corporate operational issues, implementations of strategic plan and the
way to achieve them.
Internal Audit
Internal Audit assists the BOD in performing internal control to ensure that effectiveness
of internal control in managing the company operational is in accordance with the policies
and procedures. The audit result is reported to the BOD as input for enhancing the
effectiveness, as well as follow up of its implementation. During 2005, the Internal Audit
has periodic audit activity performing its function by conducting inspections to all
branches and departments, the result of which are always reported to the BOD. In general,
there has been an increase of internal control effectiveness, particularly in the
branches, as evident from the 2005 audit results, which are getting improved over the
previous year. Internal Audit also provides quarterly audit report to the Audit Committee
together with its improvement suggestion.
Risk Management
One of the elements to support the implementation of Good Corporate Governance is the risk
control that could impact the Company plan. The Management identifies and estimates the
potential risk together with its impact followed by establishing the risk level.
Subsequently, the Internal Audit also review the effectiveness of internal control to
reduce the impact of the identifies risk and formulates a plan to enhance the risk control
element that considered ineffective. At present, Astragraphia, under the supervision of
astra International is in the process of implementing one of the Risk Management methods,
namely Control Self Assessment to compile the existing risk in all business processes. All
executors related to the business process participate in the risk determination,
assessment and its control to create a mutual commitment to manage the risk of the
existing business process. The purpose of this process is to manage the risk currently
implemented to become better a structured and documented system.
Other Functional Committees
Considering of the efficiency and effectiveness, the Nomination Committee and the
Remuneration Committee of Astragraphia currently the Nomination Committee and the
Remuneration Committee of Astra International who supervise all companies within the Astra
Group.
Corporate Secretary
Corporate Secretary is the window of information of Astragraphia who provides any material
information related to Astragraphia and need to be known by public, as well as gives input
to the BOC and BOD concerning to prevailing laws and regulations for compliance. Currently
the position of Corporate Secretary is also held by LUKITO DEWANDAYA, President Director
of Astragraphia. In line with Bapepam Regulation Number IX 1.4 regarding the Establishment
of a Corporate Secretary, during 2005 the Corporate Secretary
Has managed a Special List of all members of the BOC and BOD and their families, to detect
should there is any conflicts of interest transaction; compiled a register of shareholders
including 5% ownership or above; facilitated the Annual General Meeting of Shareholders on
29 April 2005; conducted a Public Expose on 29 April 2005, and organized a meeting with
stock exchange journalists jointly within the companies in Astra Group.
BOC and BOD Remuneration
All employees including the BOC and BOD receive a salary and other allowances the amount
of which is determined based on the competence and achievement of the individual, and the
company capacity. During 2005, the BOC and BOD of Astragraphia has received salaries and
other allowances up to the amount of Rp 6.95 billion.
Company Risk
As a company engaged in the trading and service of products from principals abroad,
Astragraphia acknowledges internal as well as external risks, namely :
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Economic condition, influenced by the
global and local economic condition, as well as the economic indicators such as inflation,
interest rate degree and rupiah exchange rate against foreign currency, etc. Astragraphia
manages this condition by monitoring and request advice to the competent institutions and
then takes the necessary actions. |
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Relationship with principals, influenced by
Astragraphia’s obligatory responsibilities to the principals. Astragraphia manages
this condition by making a periodic evaluation form time to time in order that all
obligatory responsibilities to the principals can be properly fulfilled. As part of the
implementation of the Good Corporate Governance principles, Astragraphia has been
obtaining the international standart certifications such as ISO 9001 and ISO 14001. |
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Technology development, influenced by rapid
information technology development in line with customer’s demand. Astragraphia
manages this condition by creating solutions. Innovation which has added value and is able
to meet the customer’s requirements, by enhancing the competence of the manpowers. |
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Business competition, influenced by thigh
competitiveness from the competitors. Astragraphia manages this conditions by keeping
lower margin, providing the best services and consistently and continuously implementing
Good Corporate Governance principles.
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Business Ethics
Since 2001 Astragraphia has established a Business Ethics Manual which is an improved
version of the same manual introduced in 1985. This manual regulates the code of conduct
related to the relationship of Astragraphia internally (to employees), as well as
externally, to such as shareholders, affiliate companies, principals, investors,
customers, the Government, the community and the surrounding environment. This manual is
given to all new employees when they attend training sessions introducing Astragraphia
before starting to work. The manual is also socialized at any occasion to employees and
customers in order to be well recognized and implemented consistently. By being socialized
continuously, the employees are expected to improve from just know this guidelines into an
awareness and consciously implementing it on a day basis and eventually develop into a
corporate culture.
Corporate Social Responsibility
As a corporate citizen, Astragraphia is very concerned towards social and environmental
activities as the manifestation of its responsibility towards stakeholders. This concern
is particularly addressed to : |
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The Customers, by using environmental
friendly material that is not hazardous and providing clear information and guidelines on
the correct usage of Astragraphia products, including information for spare parts and
after sales service, as well as other pertinent information for the consumers. |
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The Employees, by introducing equal rights
and responsibilities of all employees, without discrimination of race, ethnic origin,
religion, and groups. Employees are rewarded based on their individual competence and
achievement results. |
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The Community and The Environment, by
creating human and environmental activities, in the vicinity of Astragraphia’s
office, as well as on other areas in need. Community activities entail among other blood
donations by all Astragraphia employees, extending aid to disaster areas and providing
internship to High School students in surrounding Jakarta. |
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Health and Security, by routine care and
maintenance of facilities and office surroundings in accordance with directions of the
competent institutions.
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Detailed descriptions on Corporate Social
Responsibility are contained in another section of this Annual Report.
Company Information and Data
As a company that has been listed in the stock exchange, company information and data of
Astragraphia are available at its office and extended to anyone on demand, provided this
data and information is considered as public information and/or data, such as the
Financial Report, Annual Report, Press Release and the likes. The information may also be
accessed through the Astragraphia website at: www.astragraphia.co.id
or www.documentsolution.com
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