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File: Corporate Governance Pdf 161834 | Bni Corporate Governance Book Eng
attachment to the joint decision letter of the board of commissioners the board of directors kep 001 dk skb no dated january 3 2001 kp 001 dir corporate governance handbook ...

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                                                  Attachment to the Joint Decision Letter of  
                                                  the Board of Commissioners & the Board of Directors 
                   KEP/001 /DK 
                                                  SKB. No.         Dated January 3, 2001 
                   KP/001 /DIR   
                 Corporate Governance Handbook 
                                                                               
                                                                                
                                                 
                                       Corporate Governance
                  
                  
                  
                                           Chapter I 
                              Introduction and Basic Principles 
                 Company in the social context and the definition of 
                 Corporate Governance 
                      Corporate  Governance is a  process, structure  and 
                      cultures employed to direct and manage the Company's 
                      business and social interests in order to improve the 
                      business welfare of the Company and accountability in 
                      the Company, with the ultimate goal of creating values 
                      to the Shareholders in the long run, and at the same 
                      time observing interests of other stakeholders. 
                      The Company has an important role in the society and 
                      the state. In carrying out its function as one of the 
                      pillars of society and economy of a country, the Company 
                      shall have power to ensure its long-term existence. The 
                      Company must seek a balance between the interests of the 
                      Shareholders, and the interest of other stakeholders, 
                      in order that in the long-term the two interests will 
                      not be conflicting with each other. 
                      The Company's positive performance is the main factor 
                      that ensures the continuity of the Company and enhances 
                                                                    Halaman  :  1 
                                                                           Attachment to the Joint Decision Letter of  
                                                                           the Board of Commissioners & the Board of Directors 
                            KEP/001 /DK 
                                                                          SKB. No.                  Dated January 3, 2001 
                            KP/001 /DIR   
                          Corporate Governance Handbook 
                                                                                                                    
                                                                                                                     
                                the economic value of the Company. In its efforts to 
                                create  superior performance, the Company must take 
                                various forms of risks. With respect to these risks, the 
                                Company must work within the framework of law and business 
                                ethics in which the Company operates and also the internal 
                                code of conduct of the Company. 
                                In its implementation, the Corporate Governance must 
                                ensure the Company's ability to create a superior per-
                                formance and to increase economic value to the Share-
                                holders and stakeholders, and at the same time ensure 
                                the Company operates in compliance with the law, business 
                                ethics and internal code of conduct of the Company in 
                                disciplined manner. 
                          Basic Principles of the Corporate Governance 
                                1.  Accountability 
                                            Company and its management must work with high 
                                      The
                                      accountability. The Company and its management must 
                                      be held responsible for making sure that all of 
                                      their actions in compliance with the law, business 
                                      ethics and also for making sure that all of their 
                                      measures are carried out in the interests of the 
                                      Shareholders and stakeholders of the Company. 
                                2.  Responsibility 
                                                                                                     Halaman  :  2 
                                               Attachment to the Joint Decision Letter of  
                                               the Board of Commissioners & the Board of Directors 
                  KEP/001 /DK 
                                              SKB. No.        Dated January 3, 2001 
                  KP/001 /DIR   
                Corporate Governance Handbook 
                                                                         
                                                                          
                        The Company and its management must act under the 
                        prudential principles and being aware of all the 
                        risks and negative implications that may be caused 
                        by their actions. The Company and its management 
                        must always take into consideration interests of 
                        all stakeholders in carrying out their functions and 
                        establishing the policies or making the decisions.  
                    3.  Fairness 
                        The Company and its management must act with due 
                        observance of the principle of fairness to all 
                        parties. All the Company's policies and decisions 
                        shall be taken by considering the principle of 
                        fairness to the related parties, either directly 
                        or indirectly.  
                    4.  Transparency 
                        The Company and its management must ensure that all 
                        policy-setting and decision-making has been carried 
                        out transparently and all stakeholders have access 
                        to balanced and accurate information. 
                    5.  Discipline 
                        The Company and its management must ensure that the 
                        Company is managed properly in accordance with the 
                        basic  principles  of  Good  Corporate  Governance 
                                                               Halaman  :  3 
                                               Attachment to the Joint Decision Letter of  
                                               the Board of Commissioners & the Board of Directors 
                  KEP/001 /DK 
                                              SKB. No.        Dated January 3, 2001 
                  KP/001 /DIR   
                Corporate Governance Handbook 
                                                                         
                                                                          
                        especially the concern and the involvement of the 
                        management in terms of assets maintenance, return of 
                        funds to the shareholders, protection of interest of 
                        the stakeholders, such as employees of the suppliers, 
                        creditors, etc. as well as of the shareholders. 
                    6.  Independence     
                        The Company and its management must ensure that the 
                        Company is independent in making decisions because 
                        it has a good supervisory mechanism, i.e. with the 
                        existance of Indpenden Commissioner and committees 
                        under the Board of Commissioners who are responsible 
                        for assisting the Board of Commissioners in super-
                        vising the Board of Directors acts and measures, 
                        such as the Audit Committee.  
                    7.  Social Awareness 
                        The Company and its management must have a general 
                        policy that emphasizes the attitude of social aware-
                        ness, such as there are no discriminative policies 
                        on the basis of gender, race, religion etc. as 
                        well as the care about the environmental conser-
                        vation and the poor. 
                Corporate Governance is a code of conduct for the Company's 
                stakeholders, in particular the Board of Directors, the 
                                                               Halaman  :  4 
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...Attachment to the joint decision letter of board commissioners directors kep dk skb no dated january kp dir corporate governance handbook chapter i introduction and basic principles company in social context definition is a process structure cultures employed direct manage s business interests order improve welfare accountability with ultimate goal creating values shareholders long run at same time observing other stakeholders has an important role society state carrying out its function as one pillars economy country shall have power ensure term existence must seek balance between interest that two will not be conflicting each positive performance main factor ensures continuity enhances halaman economic value efforts create superior take various forms risks respect these work within framework law ethics which operates also internal code conduct implementation ability per formance increase share holders compliance disciplined manner management high held responsible for making sure all ...

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