Corporate Governance
PT Vale Indonesia senantiasa meningkatkan praktik-praktik Tata Kelola atau Good Corporate Governance (GCG) berkelanjutan. Bagi kami, penerapan praktik GCG yang berkelanjutan akan mendukung upaya mencapai tujuan kami, meningkatkan kualitas hidup dan membangun masa depan yang lebih baik. Bersama.
*Click to expand.
- GCG Structure
-
We committed to implement the best practices of governance, both in National and International scale. We believes that the good performance of the Company is closely related with the implementation of governance practices which refers to the Good Corporate Governance principles (“GCG”). The consistent implementation of GCG also creates a sustainable added value for shareholders, communities, and other stakeholders, both in short term or long term.
Pursuant to Law of the Republic of Indonesia No.40 of 2007 on Limited Liability Companies and its implementing regulations, the Company has a governance structure consisting of three main organs, namely the General Meeting of Shareholders, the Board of Commissioners and the Board of Directors. Each organ plays an important role in the GCG implementation, in accordance with their respective functions, duties and responsibilities.
- General Meeting of Shareholders
-
The GMS is the highest organ in the organizational structure with authorities not granted to the Board of Directors or the Board of Commissioners. The GMS is the main forum for shareholders to exercise their rights and make important decisions related to their investments in the Company with observance to the prevailing laws and regulations and the Company’s Articles of Association.
The pre-notice, notice, agenda, summary of minutes, and the result of the GMS will be updated and can be downloaded here
- Board of Commissioners
-
As one of the Company’s organ, the Board of Commissioners of the Company is responsible for overseeing the Company’s management by the Board of Directors in accordance with the Articles of Association and providing assistance to the Board of Directors in determining the Company’s strategy, as well as providing suggestions, advice and recommendations to the Board of Directors regarding certain issues and matters. The Board of Commissioners is also responsible for ensuring the Company has implemented GCG in a sustainable manner. In performing its duties and responsibilities, the Board of Commissioners shall act in an independent manner.
Charter of the Board of Commissioners
The Company has a Charter of the Board of Commissioners which serves as the guidelines and rules for the Board of Commissioners in performing its supervisory function in an efficient, effective, transparent, independent and accountable manner. Evaluation of the Charter of the Board of Commissioners is conducted periodically in accordance with prevailing laws and regulations.
Download the Charter of the Board of Commissionerse
Appointment and Membership Criteria of the Board of Commissioners
In reference to the laws and regulations, the Articles of Association and Charter of the Board of Directors, the Board of Commissioners and committees under the Board of Commissioners, the Company established a Nomination and Remuneration Process Policy which serves as a guideline in the nomination and remuneration process of members of the Board of Directors, the Board of Commissioners and committees under the Board of Commissioners. The policy includes the sourcing, assessment, selection, and recommendation of candidate directors, commissioners and/or members of the committees under the Board of Commissioners.
Composition of the Board of Commissioners per Januari 19th, 2022 is as follows
| Name |
Title |
| Deshnee Naidoo |
President Commissioner |
| Muhammad Rachmat Kaimuddin |
Vice-President Commissioner |
| Luiz Fernando Landeiro Jr |
Commissioner |
| Fabio Ferraz |
Commissioner |
| Yusuke Niwa |
Commissioner |
| Dadan Kusdiana |
Commissioner |
| Alexandre Silva D’Ambrosio |
Commissioner |
| Raden Sukhyar |
Independent Commissioner |
| Rudiantara |
Independent Commissioner |
| Dwia Aries Tina Pulubuhu |
Independent Commissioner |
The biography of each member of the Board of Commissioners can be found in our leadership page
- Board of Directors
-
Under the coordination of the President Director, the Board of Directors is collegially responsible for the management of the Company in an effective, efficient and prudent manner for the interest, objectives and purposes of the Company as well as representing the Company inside and outside the court in accordance with the Articles of Association of the Company.
Charter of the Board of Directors
The Board of Directors perform its roles, duties and responsibilities with reference to the Charter of the Board of Directors. Evaluation of the Charter of the Board of Directors is conducted periodically in accordance with prevailing laws and regulations.
Download the Charter of the Board of Directors
Appointment and Membership Criteria of the Board of Directors
In reference to the laws and regulations, the Articles of Association and Charter of the Board of Directors, the Board of Commissioners and committees under the Board of Commissioners, the Company established a Nomination and Remuneration Process Policy which serves as a guideline in the nomination and remuneration process of members of the Board of Directors, the Board of Commissioners and committees under the Board of Commissioners.
The policy includes the sourcing, assessment, selection, and recommendation of candidate directors, commissioners and/or members of the committees under the Board of Commissioners.
Board of Directors’ Composition as at March 29, 2022:
| Name |
Title |
| Febriany Eddy |
President Director |
| Adriansyah Chaniago |
Vice President Director |
| Bernardus Irmanto |
Director |
| Dani Widjaja |
Director |
The biography of each member of the Board of Directors can be found in our local leadership page.
- Audit Committee
-
The Audit Committee is an independent committee to assist the Board of Commissioners in overseeing the process and integrity of governance, risk management and internal control practices in the Company. The Audit Committee reports directly to the Board of Commissioners.
The Committee’s membership was established based on POJK No.55/POJK.04/2015 concerning the Establishment and Implementation Guidelines for Audit Committees. The Committee’s membership shall consist of at least three members, with at least one Independent Commissioner and parties from outside of the Company.
Download the Charter of the Audit Committee
Audit Committee Composition as at December 31st, 2021:
| Name |
Title |
Tenure |
| Rudiantara |
Chairman |
July 28th, 2020 - present |
| Herwan Ng |
Member |
May 1st, 2019 - present |
| Felia Salim |
Member |
January 1st, 2020 - present |
Profile of members of the Audit Committee whom are member of the Board of Commissioners is presented in the Board of Commissioners profiles pages, while profile of the other member of the Risk Mitigation Committee is presented below.
-
Herwan Ng - Member of the Audit Committee
-
| Age |
49 Years old |
| Nationality |
Indonesian |
| Legal Basis Appointment |
First appointment as member of the Audit Committee by virtue of a written resolution of the Board of Commissioners dated May 1st, 2019, and re-appointed by virtue of resolution of the Board of Commissioner adopted at the April 27th, 2021 meeting. |
| Education History |
- Master of Business Administration, Edinburgh Business School, Heriot Watt University
- Bachelor Degree in Economy, University of Tarumanagara
|
| Concurrent Position |
- Member of the Audit Committee of PT Industri Jamu & Farmasi Sido Muncul Tbk, 2021 – Present
- Member of the Audit Committee of PT Samudera Indonesia Tbk, 2021 – Present
- Member of the Audit Committee of PT Archi Indonesia Tbk, 2021 – Present
- Member of the Audit Committee of PT Goodyear Indonesia, 2019 - Present
- Independent Commissioner and Chairman of the Audit Committee of Hewlett Packard Finance Indonesia, 2016 – present
|
| Work Experience |
- Managing Director, AWR Lloyd, 2019 - 2020
- Finance Director and Chief Financial Officer, Rio Tinto Indonesia, 2005 - 2019
- Assurance and Business Advisory, Senior Manager, PwC, Indonesia and Netherlands, 1995 - 2005
|
| Affiliate Relationship |
Has no affiliate relationship |
-
Felia Salim - Member of the Audit Committee
-
| Age |
64 Years old |
| Nationality |
Indonesian |
| Legal Basis Appointment |
First appointment as member of the Audit Committee by virtue of a written resolution of the Board of Commissioners dated January 6th, 2020 and re-appointed by virtue of resolution of the Board of Commissioner dopted at the December 8th, 2021 meeting. |
| Education History |
- Master of Political and Economic Science, Carleton University, Ottawa, Canada
- Bachelor of Arts, Carleton University, Ottawa, Canada
|
| Concurrent Position |
- Member of Board of Directors/Independent Director of the Indonesian Exim Bank, Chairperson of the Risk Management Oversight Committee, 2018 - Present
- Member of Board of Directors of The &Green Fund, a Dutch based blended finance foundation, 2018 - Present
|
| Work Experience |
- Vice President Director PT Bank Negara Indonesia Tbk, 2008 - 2015
- Independent Commissioner PT Bank Negara Indonesia Tbk, 2004 - 2008
- Deputy Chairman of Indonesian Bank Restructuring Agency, 2001 - 2002
- Chairman of the Secretariat at the Financial Sector Policy Committee, 2000 - 2001
|
| Affiliate Relationship |
Has no affiliate relationship |
| Philantrophic Engagement |
- HSBC Climate Advisory Panel
- Member of the Clean Energy Forum
- Chairperson of the Board of Transparency International Indonesia
- Vice Chairperson of the Global Alliance for Improved Nutrition
- Board of the Climate and Land Use Alliance
- Board of the Blue Abadi Fund in Marine Conservation
|
- Governance, Nomination and Remuneration Committee
-
The Corporate Governance, Nomination and Remuneration Committee duties and responsibilities are to assist the Board of Commissioners in matters related to corporate governance, and nomination and remuneration processes. The Governance, Nomination and Remuneration Committee was established based on the Board of Commissioners’ Meeting decision dated March 27th, 2017.
Pursuant to POJK No.34/POJK.04/2014 on Nomination and Remuneration Committee of Public Companies, the Governance, Nomination and Remuneration Committee composition shall consist of at least three members, with one member acting as Chairman who is also an Independent Commissioner. Other members may be members of the Board of Commissioners, parties from outside the Company, as well as those who hold managerial positions under the Board of Directors in charge of human resources.
Download the Charter of the Governance, Nomination and Remuneration Committee
Members of the Governance, Nomination and Remuneration Committee are appointed by the Board of Commissioners for a 3-year term.
Governance, Nomination and Remuneration Committee as at December 31, 2020:
| Name |
Title |
Date of Appointment |
| Rudiantara |
Chairman |
July 29th, 2020 |
| Deshnee Naidoo |
Member |
January 19th, 2022 |
| Luiz Fernando Landeiro |
Member |
June 12th, 2020 |
| Nobuhiro Matsumoto |
Member |
June 12th, 2020 |
Profile of members of the Risk Mitigation Committee whom are member of the Board of Commissioners is presented in the Board of Commissioners profiles pages.
- Risk Mitigation Committee
-
The Risk Mitigation Committee was established based on a resolution of the Board of Commissioners adopted in the meeting of the Board of Commissioners on March 27th, 2017. The Risk Mitigation Committee assists the Board of Commissioners with respect to risk management application and implementation supervision.
Members of the Risk Mitigation Committee comprised of no less than 3 (three) members appointed by the Board of Commissioners for a 3 (tiga) three year term, provided that one member is concurrently the Chair and an Independent Commissioner, and other members shall be nominated by the entitled shareholders
In 2021, there was no changes in the membership of the Risk Mitigation Committee, composition of the Risk Mitigation Committee as at December 31st, 2021 comprised of a Chairman and three members.
Download the Charter of the Risk Mitigation Committee
Risk Mitigation Committee Composition as at December 31, 2021
| Name |
Title |
Tenure |
| Raden Sukhyar |
Chairman |
First appointment based on a resolution of the Board of Commissioners adopted in a meeting on August 16th, 2019 and was re-appointed based on a resolution of the Board of Commissioners adopted in a meeting on April 27th, 2021. |
| Luiz Fernando Landeiro |
Member |
First appointment based on a resolution of the Board of Commissioners adopted in a meeting on April 2nd, 2019 and was re-appointed based on a resolution of the Board of Commissioners adopted in a meeting on April 27th, 2021 |
| Justin Thompson |
Member |
First appointment based on a resolution of the Board of Commissioners adopted in a meeting on April 2nd, 2019 and was re-appointed based on a resolution of the Board of Commissioners adopted in a meeting on April 27th, 2021 |
| Hendi Prio Santoso |
Member |
Resolution of the Board of Commissioners Meeting on November 19th, 2020 |
Profile of members of the Risk Mitigation Committee whom are member of the Board of Commissioners is presented in the Board of Commissioners profiles pages, while profile of the other member of the Risk Mitigation Committee is presented below.
-
Justin Thompson - Member of the Risk Mitigation Committee
-
| Age |
35 Years old |
| Nationality |
Canadian |
| Legal Basis Appointment |
First appointment based on a resolution of the Board of Commissioners adopted in a meeting on April 2nd, 2019 and was re-appointed based on a resolution of the Board of Commissioners adopted in a meeting on April 27th, 2021 |
| Education History |
Master of Applied Science in Mineral Economics, Queens University |
| Concurrent Position |
- Manager of Operational & Enterprise Risk, Vale Canada Limited, April 2019 – present
- Professional engineer pada Association of Professional Engineers and Geoscientists of Alberta
|
| Work Experience |
- Manager Operational & Enterprise Risk, Vale Canada Limited (2019 – present)
- Teck Resources Limited in Vancouver, British Columbia (2015 – 2019)
|
- Corporate Secretary
-
The appointment of the Corporate Secretary is regulated under POJK No.35/POJK.04/2014 on Corporate Secretary of Issuers or Public Companies (“POJK 35”) and IDX Regulation No.1-E on Disclosure of Information Requirement. The Corporate Secretary is responsible to the Board of Directors and is appointed/dismissed based on a Decree of the Board of Directors with approval from the Board of Commissioners. The Corporate Secretary has a strategic function as a liaison between the Company and the shareholders, OJK, IDX and other stakeholders.
Duties and responsibilities of the Corporate Secretary refers to the Charter of the Corporate Secretary, las amended and approved by the Board of Directors on January 12, 2015.
Download the Charter of the Corporate Secretary
Currently, Cut Fika Lutfi served as the Corporate Secretary following appointment based on the Board of Directors Decree No. 002/SK-DIR/XI/2018 dated November 30, 2018. The Corporate Secretary appointment became effective as of December 1, 2018 and was notified to OJK and IDX by letter No. 1026/SS-J/XII/2018 dated December 3, 2018. Profile of our Corporate Secretary is presented below.
-
Cut Fika Lutfi - Corporate Secretary
-
| Age |
37 Years old |
| Nationality |
Indonesian |
| Legal Basis Appointment |
Appointed as the Corporate Secretary by Decree No 002/SK-DIR/XI/2018 dated November 30th, 2018. The Corporate Secretary appointment became effective as of December 1st, 2018 and was notified to OJK and IDX by letter No. 1026/SS-J/XII/2018 dated December 3rd, 2018. |
| Education History |
- Master Degree in Mineral Law and Policy, Center of Energy, Petroleum and Mineral Law and Policy, University of Dundee, 2015 - 2016
- Bachelor Degree in Law, University of Indonesia, 2001 - 2005
|
| Work Experience |
- Senior Legal Counsel at PT Vale, 2013 - 2018
- VP Corporate Legal at PT Penjaminan Infrastruktur Indonesia, 2012
- Senior Associate at Soemadipradja & Taher Advocates, 2007 - 2012
- Associate at Lubis Ganie Surowidjojo Law Firm, 2006 - 2007
- Paralegal at Ali Budiardjo Nugroho Reksodiputro Law firm, 2005
|
Corporate Secretary Contact
- Internal Audit Unit
-
The establishment of the Internal Audit Unit refers to the POJK No.56/POJK.04/2015 concerning the Establishment and Guidelines for Preparation of the Internal Audit Unit Charter (“POJK 56”). In accordance to the Charter of the Internal Audit Unit, the Internal Audit Unit is functionally responsible to the Board of Commissioners through the Audit Committee and administratively responsible to the President Director.
Download the Charter of Internal Audit Unit
Structure and Position of the Internal Audit Unit
The Internal Audit Unit is comprised of at least three internal auditors. Internal Audit Unit personnel are not permitted to hold positions in other departments or operational divisions of the Company.
Internal Audit Unit is managed by a Senior Manager of Internal Audit as Head of the Internal Audit Unit, who is appointed and dismissed by the Board of Directors with approval from the Board of Commissioners. At the end of the reporting period, there were two internal auditors in the Company’s Internal Audit Unit.
-
Internal Audit Unit Profile
-
Tito Agustinus Sitepu
Head of Internal Audit Unit
| Age |
42 Years old |
| Nationality |
Indonesian |
| Legal Basis Appointment |
Appointed as Head of Internal Audit Unit by Decree of the Board of Directors No. 001/SK-DIR/ IV/2017 dated April 1st 2017 |
| Education History |
- Accounting Professional Education Program, University of Indonesia, 2005 - 2006
- Bachelor Degree in Accounting, Catholic University of Atma Jaya, Jakarta, 1997 - 2002
|
| Work Experience |
- PT Vale Indonesia Tbk (2009 - Present)
- Public Accounting Firm of Haryanto Sahari & Rekan (PricewaterhouseCoopers Indonesia), last position as Audit Manager (2004 - 2009)
- Public Accounting Firm of Hans Tuanakotta Mustofa & Halim (Deloitte Indonesia), last position as Semi Senior Auditor (2003 - 2004)
|
- Risk Management Unit
-
The Risk Management Unit was established on May 4th, 2016 and is responsible for facilitating the Company’s risk process. The Risk Management Unit’s duties include risk assessments, preparing preventive controls and risk mitigation plans, monitoring preventive controls and mitigation plans, evaluating risk management processes, and preparing reports to the Board of Directors and the Risk Mitigation Committee.
The Risk Management Unit’s duties and responsibilities are set forth in the Charter of the Risk Management Unit and include risk assessments, preparing preventive controls and risk mitigation plans, monitoring preventive controls and mitigation plans, evaluating risk management processes, and preparing reports to the Board of Directors and the Risk Mitigation Committee. The Charter of the Risk Management Unit was updated and approved by the Board of Directors, effective November 20th, 2019. The charter set forth, among others, duties, responsibilities and authorities, reports, membership and performance assessment.
Download the Charter of the Risk Management Unit
The Risk Management Unit is headed by a Manager. At the end of 2020, the Manager of Risk Management Unit was Budi Handoko, based on his appointment by the Board of Directors through their Decree No. 01/SK-DIR/IX/2019 dated September 27, 2019. Manager of Risk Management Unit is assisted by five ex-officio representatives of each Director, i.e., Chief Executive Officer (CEO), Chief Operational Officer (COO), and Chief Financial Officer (CFO).
Corporate Governance Document
|
|