Integrated Governance Committee

The Board of Commissioners establishes an Integrated Governance Committee ("TKT Committee") which assists and facilitates the Board of Commissioners in carrying out the following duties and functions:
  • Supervise the implementation of Governance in each Financial Services Institution (LJK) in the Danareksa Group Financial Conglomerate (KKGD) in accordance with the Integrated Governance Guidelines;
  • Supervise the implementation of the duties and responsibilities of the Board of Directors of Danareksa, as well as providing direction or advice to the Board of Directors of Danareksa for the implementation of the Integrated Governance Guidelines; and
  • Evaluating the Integrated Governance Guidelines, including directing them in the context of improvement in accordance with applicable laws and regulations.
The TKT Committee works collectively and is independent both in the implementation of its duties and reporting and is directly responsible to the Board of Commissioners.

Duties and Responsibilities

In carrying out its functions, the TKT Committee has the following duties and responsibilities:

Evaluating the implementation of Integrated Governance through assessment;

Adequacy of Integrated Internal Control.

  1. Evaluating that Danareksa and its Subsidiaries have an integrated internal control system that is standardized in accordance with applicable best practices through a review of the Integrated Governance Guidelines imposed in Danareksa.
  2. Monitoring and evaluating the effectiveness of the implementation of integrated internal control through a review of periodic reports and examination report issued by the Integrated Internal Audit Work Unit.
  3. Conduct periodic meetings with the Integrated Internal Audit Task Force to discuss matters related to the integrated internal control system and its implementation.
  4. Monitoring and evaluating the implementation of follow-up by the Board of Directors of Danareksa and its Subsidiaries on the findings of the Integrated Internal Audit Task Force, Public Accounting Firm, and the results of the supervision of the Financial Services Authority regarding weaknesses in the system and implementation of integrated internal control.
  5. Report regularly on the results of monitoring and provide input on matters related to integrated internal control that need to be the attention of the Board of Commissioners of Danareksa and its Subsidiaries.

Integrated Implementation of Compliance Functions

  1. Monitoring and evaluating the compliance of Danareksa and its Subsidiaries with applicable laws and regulations in the Capital Market sector as well as the Financial Services Authority regulations and other regulations related to the Company's business, securities and financing through coordination with the Integrated Compliance Task Force.
  2. Study periodic reports and inspection result reports related to compliance with internal and external regulations issued by the Integrated Compliance Task Force and external auditors.
  3. Conduct periodic meetings with the Integrated Compliance Task Force to discuss matters related to Danareksa and subsidiary companies' compliance with internal and external regulations.
  4. Monitoring and evaluating the implementation of follow-up by the Board of Directors of Danareksa and Subsidiary Companies on the findings of the Integrated Compliance Work Unit, Public Accounting Firm, and the results of the supervision of the Financial Services Authority regarding weaknesses in the system and the implementation of integrated compliance functions.
  5. Report regularly on the results of monitoring and provide input on matters related to Danareksa and its Subsidiaries' compliance with internal and external regulations that need to be of concern to the Board of Commissioners of Danareksa and its Subsidiaries.

Provide recommendations addressed to the Board of Commissioners of Danareksa to improve the Integrated Governance Guidelines.

Membership

The Integrated Governance Committee Charter is established by the Board of Commissioners as a reference and guideline for the TKT Committee framework in carrying out its duties and responsibilities independently, objectively and independently, which is based on the following provisions:

Members of the Integrated Governance Committee consists of at least:

  1. An Independent Commissioner who is the Chairman of one of the committees in Danareksa, as chairman concurrently a member;
  2. Independent Commissioner representing and appointing from a Subsidiary Company within KKGD, as a member;
  3. An independent party, as a member;
  4. Member of the Sharia Supervisory Board of Financial Services Institutions in KKGD as a member, if KKGD provides sharia services.
  5. The number and composition of Independent Commissioners who are members of the Integrated Governance Committee are adjusted to the needs of the Financial Conglomerate as well as the efficiency and effectiveness of the implementation of the duties of the Integrated Governance Committee by taking into account the least representation of each financial services sector.
  6. Membership of independent commissioners in the Integrated Governance Committee, can be in the form of permanent or non-permanent membership, in accordance with the needs of the Financial conglomerate

Working Period

During this period, the Chairman and members of the Integrated Governance Committee are also Independent Commissioners and members of the Danareksa Audit Committee, therefore the term of service of the Chairman and members of the Integrated Governance Committee is as long as they are still serving as Independent Commissioners and Danareksa Audit Committee, and can be reappointed only for the next 1 (one) period, without prejudice to the right of the Board of Commissioners to dismiss them at any time (according to Ministerial Regulations State-Owned Enterprises Number PER-12 / MBU / 2012).

Working Mechanism

The regulation of the working mechanism of the TKT Committee is as follows:

  1. The Chairman of the Committee is in charge and responsible for coordinating all activities of the Integrated Governance Committee to meet the objectives of the committee in accordance with its formation, namely as follows:
  2. Lead a meeting of the Integrated Governance Committee.
  3. In the event that the Chairman of the Committee for any reason is unable to attend, the presence of the Chairman of the Committee at the Meeting of the Integrated Governance Committee may be represented by the Committee Members who come from the Independent Commissioner Danareksa.
  4. The Chairman of the Committee along with the committee members are responsible to:
    • Determine the annual work plan of the Integrated Governance Committee.
    • Determine the meeting schedule of the Integrated Governance Committee.
    • Attend meetings of the Integrated Governance Committee.
    • Play an active role and contribute to every activity of the Integrated Governance Committee.
    • Make periodic reports on the activities of the Integrated Governance Committee and matters that are felt to be necessary to be of concern to the Board of Commissioners of Danareksa and its Subsidiaries.
    • Make a Self-Assessment of the effectiveness of the activities of the Integrated Governance Committee.

In the event that a Committee Member for any reason is unable to attend, the presence of the Committee Member at the Integrated Governance Committee meeting cannot be represented.

Integrated Governance Secretary

Duties and Responsibilities of the Secretary

  1. Make and communicate meeting calls to all participants in writing, but in urgent circumstances it is possible to invite meetings orally.
  2. Prepare the facilities and infrastructure needed in the meeting.
  3. Record and administer the minutes of the meeting.
  4. Delivering minutes of the meeting to all members of the Integrated Governance Committee.
  5. Make notes and monitor the follow-up minutes of the meeting and submit the follow-up report to the Board of Commissioners
  6. Report the frequency of meeting activities as well as their respective attendance.
  7. Maintain the confidentiality of all information, documents and data of everything related to the implementation of the committee's duties.

If necessary, the TKT Committee may invite speakers from members of the Board of Commissioners, Board of Directors, or other parties from both internal and external parties of the Main Entity and Financial Services Institutions members of the financial conglomerate.

Rapat Komite Tata Kelola Terintegrasi

The arrangements regarding the TKT Committee meeting are as follows:

  1. TKT Committee meetings are held at least once in 3 (three) months.
  2. The Integrated Governance Committee meeting is considered valid if it is attended by at least 51% (fifty-one percent) of the total members including an Independent Commissioner of Danareksa and an Independent Party.
  3. The meeting is chaired by the Chairman of the TKT Committee.
  4. The meeting recommendations are carried out based on the Deliberation of the Consensus.
  5. Dissenting opinions that occur in committee meetings must be clearly stated in the minutes of the meeting along with the reasons for the dissent.
  6. The TKT Committee meeting must be stated in the minutes of the meeting signed by all members present and well documented.