WORK GUIDELINES OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
The Board of Directors are the organ of the company that has the authority and full responsibility to manage the company for the interest of the company, in accordance with the purposes and objectives of the company as well as to represent the company, either in or out the court in accordance with the provisions of the articles of association.
Members of the Board of Directors are appointed and discharged by the GMS. Pursuant to the Company’s Articles of Association, the primary responsibility of the Board of Directors is to administer the Company’s business by managing its assets and resources for the good of and in the best interest of the Company.
The Board of Directors perform its duties under the supervision of the Board of Commissioners, being accountable to the Shareholders through the GMS held at least once a year, whereby it submits a report on the Company’s operations and financial management for the financial year recently ended. Board of Directors meetings are conducted at any time deemed necessary.
CORPORATE SECRETARY
Shania
Corporate Secretary
An Indonesian citizen, she was appointed as the Corporate Secretary of the Company on 1 June 2017. Born in 1974. Educational background is Bachelor of Law of the University of Indonesia. Prior to joining the Company, she worked for PT Nusantara Ragawisata.
The Corporate Secretary acts as Liaison Officer, ensuring effective communication is maintained between the Company and the regulatory bodies and shareholders.
The Corporate Secretary is responsible for ensuring that the Board of Directors are well informed about capital market regulations as well as corporate compliance with prevailing Capital Market rules and regulations. The Corporate Secretary also provides investors and public shareholders with information and reports pertaining to the Company’s activities and performance as a publicly listed company in accordance with the prevailing regulations.
These activities include organizing public exposes, annual general meetings or extraordinary meeting of shareholders and posting of public announcements on its financial information through various printed or electronic media in accordance with the prevailing regulations.
INTERNAL AUDIT CHARTER
AUDIT COMMITTEE CHARTER
The Audit Committee is appointed by the Board of Commissioners and regularly reports to the Board of Commissioners on matters related to the responsibilities of the Audit Committee.
As of 13 September 2024, the members of the Company’s audit committee are as follows:
Suparni Parto Setiono
Head of the Audit Committee
Head of the Audit Committee of the Company since 2024. His brief resume can be seen in the Board of Commissioners profile. Currently serving as the Company’s Head of Audit Committee based on the Circular Decree of the Members of the Board of Commissioners of the Company dated September 13, 2024. He has noaffiliation with any members of the Board of Directors and Commissioners, or the majority shareholder.
Agus Sutomo
Audit Committee
Audit Committee of the Company since 2024. His brief resume can be seen in the Board of Commissioners profile. Currently serving as the Company’s Audit Committee based on the Circular Decree of the Members of the Board of Commissioners of the Company dated September 13, 2024. He has no affiliation with any members of the Board of Directors and Commissioners, or the majority shareholder.
Ratna Dewi Suryo Wibowo
Audit Committee
Audit Committee of the Company since 2024. An Indonesian citizen, born in 1953. Educational background in Bachelor of Economics from Tarumanagara University. Joined the Company from 1999 to 2014 with her last position as Managing Director Sales Group. Previously, she had a career at PT Kalbe Farma and PT Wigo. Currently serving as the Company’s Audit Committee based on the Circular Decree of the Members of the Board of Commissioners of the Company dated June 20, 2022 and September 13, 2024. She has no affiliation with any members of the Board of Directors and Commissioners, or the majority shareholder.
CODE OF CONDUCT
The Tempo Scan Code of Conduct applies to all the executives and employees who represent Tempo Scan, irrespective of their position, location, and type of employment. This Code of Conduct is intended to be a guide for Tempo Scan in its business operations.
SUPPORTING INSTITUTIONS & PROFESSIONALS
Public Accountant
Tanubrata Sutanto Fahmi Bambang & Rekan, Certified Public Accountants is located at Prudential Tower, 17th floor, Jl. Jend. Sudirman Kav. 79, Jakarta 12910. Company appointed Public Accountant Tanubrata Sutanto Fahmi Bambang & Rekan to audit the consolidated statement of financial position as of December 31, 2022 and the consolidated statement of profit or loss and other comprehensive income, statement of changes in equity and statement of cash flows for the year then ended, and a summary of significant accounting policies and other explanatory information. The appointment of this public accountant pursuant to the resolution of the Annual General Meeting of Shareholders (“AGMS”) held on 31 May 2022.
Biro Administrasi Efek
PT Raya Saham Registra is located at Plaza Sentral Building, 2nd floor, Jl. Jend. Sudirman Kav.47-48, Jakarta 12930. The Company has appointed PT Raya Saham Registra as its Securities Administration Agency since 2015.
ARTICLES OF ASSOCIATION
PT Tempo Scan Pacific Tbk (the “Company”) was established in the Republic of Indonesia dated 20 May 1970, under its previous name PT Scanchemie within the framework of the Domestic Capital Investment pursuant to Law No. 6 Year 1968, by virtue of the deed of Notary Ridwan Suselo No. 37. This deed of establishment was ratified by the Minister of Justice of the Republic of Indonesia by Decree No. J.A.5/27/4 dated 13 February 1971, and was published in the Official Gazette of the Republic of Indonesia No. 25 dated 26 March 1971, Supplement No. 148. The Company’s articles of association has been amended for several times, the latest of which by deed of Notary Irene Yulia SH No. 15 dated 20 September 2021 regarding the amendment and restatement of the Company’s articles of association. This amendment was accepted and recorded by the Minister of Law and Human Rights of the Republic of Indonesia by Letter No. AHU-AH.01.03-0451700 dated 25 September 2021 and was published in the Official Gazette of the Republic of Indonesia No. 80 dated 5 October 2021, Supplement No. 30817.
