General Meeting of Shareholders (GMS) is the highest authority in the company. GMS has the authority to promote and demote the Board of Commissioners and Directors, to evaluate their work, to approve changes in Articles of Association and to approve annual reports. The GMS is also the highest authority in giving approval for decisions relating to capital and corporate actions.
In the GMS, shareholders have the right to express their opinions, ask questions, provide input and obtain explanations on the meeting agenda or on the company's operational and vice versa Directors or Board of Commissioners are obliged to explain, answer, and testify about the meeting agenda or about the company's operational to shareholders.
The company makes GMS notification to shareholders no later than fourteen (14) days prior to the GMS. Notification of GMS contains of:
- Term of shareholders entitled to attend the General Meeting of Shareholders,
- Term of shareholders entitled to propose a meeting agenda,
- Date of GMS, and
- Date of GMS invitation.
Notification of GMS is announced through one (I) newspaper that nationally circulated, web sites of Indonesia Stock Exchange and the company's website.
The company announces GMS invitation no later than 21 (twenty one) days before the GMS performance. GMS invitation contains of:
- Date of GMS
- Time of GM
- Place/Address of GMS
- Term of shareholders that entitled to attend the GMS
- Meeting Agenda
- Information regarding material of meeting agenda that is available to shareholders provided from the date of the GMS invitation until the GMS is held.
Invitation of GMS is announced through one (I) newspaper that is nationally circulated, web sites of Indonesia Stock Exchange and the company's website.
Prior to the GMS, the company distributed rules and procedures that are valid during GMS which includes arranging for the submission of inputs, voting that is either open or closed. In each meeting agenda that has been announced, the shareholders are entitled to ask questions and get information or answers of the question. During voting, shareholders are given the right to approve or disapprove or not voting by way of a closed or open depending on the agreement agreed. The company guarantees the shareholders to exercise their right to vote independently to support decision-making that promotes the interests of shareholders.
GMS decisions are taken under negotiation for consensus. In the case of no agreement being reached, the decision will be taken by voting. The decision is valid if it is approved by more than ½ (a half) of the total present at the GMS.
The procedure will be taken at the meeting are as follow:
- Chairman of the Meeting gives participants opportunities to ask questions and/or to ask opinions at the appointed time by the Chairman of the Meeting, and for one meeting agenda there will be given time to ask and give opinions that related to the meeting agenda only.
- Only the shareholders and proxies of shareholders are entitled to ask questions and/or opinion.
- The shareholders who wish to submit questions and/or express their opinions were asked to raise their hands and they will be given the inquiry form to fill out. Officers will collect the completed form, which should include the names, the number of shares owned or represented and the question. Then the officer will hand it to the Chairman of the Meeting.
- Once the inquiry forms are collected, the Director will answer the questions.
- After all questions and/or concerns addressed by the Director, the Chairman of the Meeting will continue the meeting with decision-making.
- Decision-making is conducted through negotiation for consensus by asking whether the meeting agenda is approved by the shareholders and/or proxies of shareholders at this meeting. If there are no shareholders and/or proxies of shareholders who disagree or submit blank forms, then the Chairman of the Meeting will draw the conclusion that the meeting agenda that has been announced has been approved unanimously.
- If there are shareholders or proxies of shareholders who disagree or submitted blank forms, then a decision would be taken by a way of voting.
- If voting is taken, it will be performed by asking shareholders to 'raise their hands' and write on the card the options: Disagree/Abstain/Agree, and with procedures that will be run as follows:
- Those who do not agree would be asked to raise their hand.
- Those who abstained would be asked to raise their hands.
- Instructions on filling the card is as follows:
- Column Disagree/Abstain/Agree, filled with cross out unwanted choice.
- Column Number and Subject, filled according to the serial number and meeting agenda of the decision to be taken.
- Column Shareholders, filled in the name of shareholders and the number of shares owned.
- A shareholder of the company who has more than one share is asked to vote only one time. It is representing the number of shares held.
On 13 April 2018, the company made notification of Annual General Meeting of Shareholder (AGMS) through newspaper Harian Ekonomi Neraca. Then the company made an announcement of AGMS Invitation through newspaper Harian Ekonomi Neraca dated April 30, 2018. Proof of ads Notification and Invitation have been reported to OJK and BEI and have been posted on the company's website.
On May 22, 2018, the company held AGMS. In the AGMS, the meeting is agreed to approve the agenda as follows:
Agree to give authorization to the Board of Commissioners to appoint a Public Accounting Firm that will audit the Financial Statements for Fiscal Year 2018 ending on December 31, 2018.
- Approved to receive the Annual Report of Directors on the affairs of the Company Management and the results that have been achieved during the fiscal year for 2017 and Work Plan of the company for the financial year 2018 and to provide liability release and discharge (acquit et de charge) to the members of Directors and Commissioners for the actions of management and supervision have been implemented during the fiscal year 2017;
- Approved to receive the Directors' Report regarding Financial Statements for the Fiscal Year 2017 ended on December 31, 2017 audited by Public Accountant Office Hendrik & Partners in accordance with the Report No. HR-005118 Date February 15, 2018 with an unqualified opinion in all material respects.
- Approve the use of the Company's Net Income for Fiscal Year 2017 as follows:
- Rp. 880,000,000,- which represents 6.68% of the company's net income for fiscal year 2017 is distributed as cash dividends to the company's shareholders of 550,000,000 shares or each share will receive Rp. 1.6 which will be paid in cash to the company's shareholders.
- The remaining Rp. 12,290,217,823 which represents 93.32% of the company's net income for the fiscal year 2017 is recorded as retained earnings.
- Provide an authority to the Directors of the Company to carry out any and all actions required in connection with the implementation of dividend distribution including announcements in newspapers, in accordance with applicable laws and regulations.
The AGMS were attended by the entire Board of Commissioners and Directors. The meeting was chaired by the President Commissioner. Members of the Board of Commissioners and Directors are present at the meeting, as follows: