GMS

The GMS of Pupuk Kaltim ensures Shareholders' right in obtaining comprehensive clarification and accurate information regarding the Company's management. The GMS is the company's organ with the highest authority and jurisdiction which is not assigned to BOD and BOC. In GMS, the Shareholders possess the authority to demand the BOD and BOC accountability in the management of the company.

The GMS of Pupuk Kaltim consists of the Annual General Meeting of Shareholders (AGMS) and Extraordinary General Meeting of Shareholders (EGMS). The AGMS is yearly held to present the Company's RKAP and Annual Report acknowledgment to Shareholders. The EGMS may occur in any event corresponding to the need/request from Shareholders. The execution of GMS Pupuk Kaltim is as arranged according to the law No. 40/2007 concerning to Limited Company and Pupuk Kaltim Articles of Association with its adjustment.

Execution of 2018 GMS

Pupuk Kaltim holds the GMS referring to the applicable provisions with regard to GMS notifications, summoning letter, venue, Chairman and Official Report along with voting rights provisions and resolutions.

In 2018, Pupuk Kaltim has held 3 (three) Annual GMS, which includes RAKP GMS 2018, Performance GMS 2017, and RAKP GMS 2019. The agenda of GMS had been arranged and included in the GMS summoning letter. The GMS was led by the Shareholders. Pupuk Kaltim did not hold any EGMS throughout the year 2018.

Implementation of GMS 2018

Pupuk Kaltim holds GMS by referring to the Articles of Association, stating that the BOD is required to summon for the GMS at the very least at 14 days from the requested date for GMS implementation is received by the Shareholders. The GMS summoning letter includes information on the date, time, venue, and the agenda to be discussed in the GMS. Pupuk Kaltim GMS includes the following agendas:

No.AgendaPerformance GMS Year 2017RKAP GMS 2018
1.Request on GMS ExecutionOn 7 May 2018, PT Pupuk Indonesia (Persero) submitted a request to execute Pupuk Kaltim Performance GMS for the Fiscal year 2017 through letter Number U-0880/A00.UM/2018On 19 January 2018, PT Pupuk Indonesia (Persero) submitted a request to execute Pupuk Kaltim RAKP GMS 2018 through letter Number U-0155/A00.UM/2018

RKAP GMS Fiscal Year 2018

Based on the Article 17 of the Company's Articles of Association, RAKP GMS is held to discuss, at the very least, mission, business target, Company budget, Company and Subsidiary financial projection, as well as other needs in need of approval of GMS. Pupuk Kaltim held the RAKP GMS for Fiscal Year 2018 with the following details:

No.GMS ExecutionAgendaResolution
1.RAKP GMS 2018
26 January 2018
  1. Approval of the 2018 RAKP Book
  2. Approval of the 2018 PKBL Budget Work Plan

  3. Determination of Operational Aspect Indicators for Calculation of Health Levels in the 2018 RAKP

  4. Determination of Key Performance Indicators (KPI) contained in the 2018 Management Contract between the BOD and the BOC with the Shareholders

  5. Determination of 2018 BCO KPI
  1. To approve Pupuk Kaltim RAKP in 2018, which is aimed at five fields, including Production, Marketing, Finance, HR, Investment, and Internal Control Field.

  2. To implement the 2018 RAKP which has been ratified in the GMS and set out in a Management Contract based on KPI.

  3. To approve the Pupuk Kaltim RKA PKBL Year 2018, with the target to the Partnership Program distribution in accordance with available funds and distribution of Community Development Program with the amount of Rp 4.817 billion.

  4. To approve the BOC’s RKA and KPI in supervising the BOD on the implementation of the RKAP and Pupuk Kaltim PKBL activities in 2018.

  5. To approve the determination of operational aspect indicators at the Company’s Soundness Level as follows:
    a. Achievement of production with a weight of 5 (five).
    b. Efficient use of raw materials with a weight of 5 (five).
    c. HR productivity with a weight of 5 (five), with the overall weight of operational aspect indicator 15.

Execution of GMS 2017

Pupuk Kaltim holds the GMS referring to the applicable provisions with regard to notification, GMS summoning, GMS venue, GMS Chairman, and Official Report along with the provisions of the voting rights and the resolutions.

In 2017, Pupuk Kaltim has held 2 (two) Annual GMS, which includes RAKP GMS and Performance GMS. The GMS agenda has been arranged and included in the GMS invitation. The GMS was led by the Shareholders. Aside from Annual GMS, Pupuk Kaltim has held 2 (two) EGMS.

Implementation of GMS 2017

Pupuk Kaltim organized the GMS in accordance with the Articles of Association stipulating that the BOD initiate the GMS Summoning within a period of at least 15 days from the date of the request for the GMS to be received from the Shareholders. The GMS summoning letter includes information on the date, time, venue and agenda to be discussed in the GMS. Pupuk Kaltim GMS includes the following agendas:

No.AgendaPerformance GMS Year 2017RKAP GMS 2018
1.Request on GMS ExecutionOn 9 May 2017, PT Pupuk Indonesia (Persero) submitted a request to execute Pupuk Kaltim Performance GMS for Fiscal Year 2016 through letter Number U-0755/AA.UM/2017On 4 January 2017, PT Pupuk Indonesia (Persero) submitted a request to execute Pupuk Kaltim RAKP GMS through letter number U-0024/A00.UM/2017
2.GMS SummonOn 12 May 2017, Pupuk Kaltim summoned for Performance GMS Fiscal Year 2016 through letter No. 343/D10000-Jkt/V.2017On 4 January 2017, Pupuk Kaltim summoned for Performance GMS Fiscal Year 2017 through letter number: 12/D10000-Jkt/I.2017
3.GMS ExecutionPerformance GMS Fiscal Year 2016 was held on 16 May 2017 in PT Pupuk Indonesia (Persero) Head Office, JakartaPerformance GMS Fiscal Year 2017 was held on 9 January 2017 in PT Pupuk Indonesia (persero) Head Office, Jakarta
4.Minutes of GMSPupuk Kaltim has submitted the Minutes of Performance GMS Fiscal Year 2016 to ShareholdersPupuk Kaltim has submitted the Minutes of RKAP GMS 2017 to Shareholders

 

RKAP GMS Fiscal Year 2017

Based by the Article 17 of the Company’s Articles of Association, RAKP GMS is held to discuss, at the very least, mission, business target, business strategy, Company’s policy, work plan, Company budget, Company and subsidiary financial projection, as well as other needs in need of approval of GMS. Pupuk Kaltim held the RAKP GMS for Fiscal Year 2017 with the following details:

No.GMS ExecutionAgendaResolution
1.RKAP GMS 2017
9 January 2017
  1. Approval of the 2017 RAKP Book.
  2. Approval of the 2017 PKBL Budget Work Plan.
  3. Determination of Operational Aspect Indicators for Calculation of Health Levels in the 2017 RAKP.
  4. Determination of Key Performance Indicators (KPI) contained in the 2017 Management Contract between the BOD and the BOC with the Shareholders.
  5. Determination of 2017 BOC KPI.
  1. To approve Pupuk Kaltim RAKP in 2017, which is aimed at five fields, including Production, Marketing, Finance, HR, Investment, and Internal Control Field.
  2. To implement the 2017 RKAP which has been ratified in the GMS and set out in a Management Contract based on KPI.
  3. To approve the Pupuk Kaltim RKA PKBL Year 2017, with the target to the Partnership Program distribution in accordance with available funds and distribution of Community Development Program with the amount of Rp 14.109 billion.
  4. To approve the BCO’s RKA and KPI in supervising the BOD on the implementation of the RKAP and Pupuk Kaltim PKBL activities in 2017.
  5. To approve the determination operational aspect indicators at the Company’s Soundness Level as follows:
    a. Achievement of Production with a weight of 6 (six)
    b. Efficient use of raw materials with a weight of 4 (four)
    c. HR Productivity with a weight of 5 (five), with the overall weight of operational aspect indicator 15.


Execution of GMS 2016

Pupuk Kaltim holds the GMS referring to the applicable provisions with regard to notification, GMS summoning, GMS venue, GMS Chairman, and Offical Report along with the provisions of the voting rights and the resolutions.

In 2016, Pupuk Kaltim has held 2 (two) Annual GMS, which includes RAKP GMS and Performance GMS. The GMS agenda has been arranged and included in the GMS invitation. The GMS was led by the Shareholders. Aside from Annual GMS, Pupuk Kaltim has held 3 (three) EGMS.

Implementation of GMS 2016

Pupuk Kaltim organized the GMS in accordance with the Articles of Association stipulating that the BOD initiate the GMS Summoning within a period of at least 15 days from the date of the request for the GMS to be received from the Shareholders. The GMS summoning letter includes information on the date, time, venue and agenda to be discussed in the GMS.

Pupuk Kaltim GMS includes the following agendas:

No.AgendaPerformance GMS Year 2015RKAP GMS 2016
1.Notification for GMS execution Agenda from the Shareholders to the SubsidiariesNotification for the execution of Performance GMS Fiscal Year 2015 from the Shareholders based on the letter Number U-1047/A00.UM/2016 on 10 June 2016.On 22 December 2015, PT Pupuk Indonesia (Persero) submitted a letter regarding the execution of RKAP GMS 2016 with Number U-1932/A00000.UM/2015 about the execution of Pupuk Kaltim RAKP GMS 2016.
2.Notification Letter for GMS ExecutionOn 10 June 2016, Pupuk Kaltim summoned for Performance GMS Fiscal Year 2015 through invitation No. 506/D10000-Jkt/IV.2016On 23 December 2015, Pupuk Kaltim summoned for RKAP GMS 2016 through letter number: 1797/DU-Jkt/XII.2015 with the agenda of RAKP GMS 2016 execution held on 30 December 2015.
3.GMS ExecutionPerformance GMS Fiscal Year 2015 was held on 14 June 2016 which took place in Meeting Room 8th Floor Pusri Building Jakarta attended by Shareholders, BOC, and BOD.RKAP GMS 2016 Pupuk Kaltim was held on 30 December 2015 which took place in PT Pupuk Kujang Cikampek Head Office attended by Shareholders, BOC and BOD.

RKAP GMS Fiscal Year 2016

Based by the Article 17 of the Company’s Articles of Association, RAKP GMS is held to discuss, at the very least, mission, business target, business strategy, Company’s policy, work plan, Company budget, Company and subsidiary financial projection, as well as other needs in need of approval of GMS. Pupuk Kaltim held the RAKP GMS for Fiscal Year 2016 with the following details:

No.GMS ExecutionAgendaResolution
1.

RKAP GMS 2016
30 December 2016

 

  1. Approval of the RKAP Pupuk Kaltim 2016.
  2. Approval of the 2016 RKAP execution.
  3. Approval of 2016 RKA PKBL.
  4. Approval of BCO’s RKA and KPI.
  5. Determination approval of Operational Aspect Indicators at the Company level.
  1. To approve Pupuk Kaltim RKAP in 2016, which is aimed at five fields, including Production, Marketing, Finance, HR and GA, Technical, Investment & Development, and Internal Audit.
  2. To implement RKAP 2016 which has been ratified in the GMS and set out in a Management Contract based on KPI.
  3. To approve Pupuk Kaltim RKA PKBL Year 2016 with the target as contained in the RKAP book.
  4. To approve the BCO’s RKA and KPI in supervising the BOD on the implementation of the RKAP and Pupuk Kaltim PKBL activities in 2016.
  5. To approve the determination operational aspect indicators at the Company’ Soundness Level as follows:
    - Achievement of Production with a weight of 6 (six).
    - Efficient use of raw materials with a weight of 4 (four).
    - HR Productivity with a weight of 5 (five), with the overall weight of operational aspect indicator 15.

Performance GMS Fiscal Year 2015

Pupuk Kaltim held the 2015 Performance GMS in accordance to Article 18 of the Company’s Article of Association to report the Annual Report to the Shareholders, which includes the financial statement, profit and loss report (income statement), Company’s activities report, wage, grant/facility of BOD and BOC.

Agenda and resolutions of Pupuk Kaltim Performance GMS are as follows:

No.GMS ExecutionAgendaResolution
1.

Performance GMS Fiscal Year 2015
14 June 2016

 

  1. Approval and ratification for the Annual Report and the Consolidated Financial Statements for Fiscal Year 2015.
  2. Approval for the BOC report on the execution of supervisory duty for Fiscal Year 2015.
  3. Ratification of PKBL Financial Statement for Fiscal Year 2015.
  4. Granting of the full release and discharge of responsibility (acquit et de charge) to all members of the BOD and the BOC for the management and supervisory tasks throughout the Fiscal Year 2015.
  5. Approval of the appropriation of Net Income from the Fiscal Year 2015 business activities.
  6. Approval of the bonus amount for all members of the BOD and the BOC, as well as service fees for the employees.
  7. Appointment process of the Public Accounting Firm to perform a general audit of Pupuk Kaltim’s Financial Statement and PKBL for Fiscal Year 2016.
  1. To Approve Pupuk Kaltim Annual Report Consolidated Fiscal Year 2015, audited by Tanudiredja, Wibisanan, Rintis, and Partner Public Accounting Firm.
  2. To ratify the BOC report on the Execution of Supervisory Duty.
  3. To grant the full release and discharge of responsibility to all members of the BOD for the management and the BOC for the supervisory throughout the Fiscal Year 2015.
  4. To approve the report from Independent Auditor for PKBL Report Fiscal Year 2015 delivered by the BOD and has been audited by Tanudiredja, Wibisana, Rintis, and Partners.
  5. To establish the utilization of Pupuk Kaltim consolidated current year profit for Fiscal Year 2015.
  6. To determine the wage, grants, and facilities and bonuses for the BOD and the BOC, as well as services fees for the Employees Fiscal Year 2015.
  7. Re-approving Tanudiredja, Wibisana, Rintis, and Partners Public Accounting Firm to audit the Financial Statement and Annual Report for Fiscal Year 2016, with provisions of its implementation in accordance with the prevailing laws and regulation.

Performance GMS Fiscal Year 2015

Aside from the execution of RKAP and Performance GMS, Pupuk Kaltim also held the EGMS with the following details:

No.GMS ExecutionAgendaResolution
1.

13 January 2016

 

Dismissal and Appointment of the members of the BOD.
  1. To respectfully dismiss Mulyono Prawiro as the Director of Production, also as the acting President Director and acting Human Resources and General Affairs Director. Bakir Pasaman as the Director of Technical and Development, Suldja Hartono as the Director of Commercial.
  2. To appoint the members of BOD with 5 years officiation, in which the appointment of BOD duties will be later determined:
    1. Bakir Pasaman as the President Director
    2. Bagya Sugihartana
    3. Gatoet Gembiro Noegroho
    4. Meizar Effendi
    5. Satriyo Nugroho
2.

20 April 2016

 

Dismissal and Appointment of the members of the BOC.
  1. To respectfully dismiss the company BOC:
    1. Alex SW Retraubun as the President Commissioner
    2. Mashudianto, BOC Member
    3. Farid Wadjdy, BOC Member
  2. To appoint Koeshartono as President Commissioner and continuing the term of office based on the EGMS dated 8 July 2014.
  3. To appoint members of the Company BOC with five years term of office:
    1. Setya Utama
    2. Zulkifli Arman
    3. Sumarjo Gatot Irianto
3.

10 August 2016

 

Dismissal and Appointment of the Members of BOC
  1. To respectfully dismiss Setya Utama as a member of the BOC and to appoint Bambang Supriyambodo as a member of the BOC.

Implementation of GMS 2016

Pupuk Kaltim continuously monitor the follow-ups and realization status from the GMS resolution and directives, and periodically reported to the Shareholders. The follow up on the resolution and directives and Pupuk Kaltim Performance GMS 2015 are as followed:

GMS Resolutions and DirectivesRealization and Follow Up of GMS Resolution and DirectivesStatus

Performance GMS Fiscal Year 2015

 

109 resolutions and directives accomplished100%

RKAP GMS 2016

 

110 resolutions and directives accomplished100%


Up to 2016, the resolutions and directives of the Shareholders in 2016 RKAP GMS and Performance GMS Fiscal Year 2015 has been accomplished with 100% realization and has been reported to the Shareholders.

Implementation of GMS 2016

Shareholders encourage sustainable Company development. A total of 110 resolutions and directives of 2016 RKAP GMS has been accomplished. A total of 109 resolutions and directives of 2015 Performance GMS has also been accomplished. Some of the resolutions and directives are as follow:

No.Realization and Follow Up of GMS Resolution and DirectivesStatus

1.

 

To approve Pupuk Kaltim Consolidated Report Fiscal Year 2015 that has been audited by Tanudiredja, Wibisana, Rintis, and Partners.100%

2.

 

To ratify the Independent Auditor Report for PKBL Report Fiscal Year 2015 that has been audited by Tanudiredja , Wibisana, Rintids, and Partners Public Accounting Firm.100%

3.

 

To determine the appreciation for all members of the BOD and the BOC in bonuses, as well as Services Fees for the Employees.100%

4.

 

To grant the full release and discharge of responsibility (acquit et de charge) to all members of the BOD and the BOC for the management and supervisory tasks throughout the Fiscal Year 2015.100%

5.

 

To receive and approve Pupuk Kaltim 2016 Work Plan and Corporate Budget.100%

6.

 

To approve the re-appointment of Tanudiredja, Wibisana, Rintis, and Partners Public Accounting Firm to audit the Financial Statement and PKBL Report for Fiscal Year 2016.100%

Response and Approval from the Shareholders in 2016

The Shareholders have a role in responding to every information provided by the BOD / BOC in Company management. One of the Shareholders' responses is to request clarification in relation to the Company's information. The Shareholders also release the response and approval by Shareholders Resolution. The following are the responses and approval from the Shareholders in 2016:

No.ResolutionDate

1.

 

Resolution of the Pupuk Kaltim Shareholders independently from the GMS regarding the Addition of Equity Participation to PT Pupuk Indonesia Energi.2 February 2016

2.

 

Resolution of the Pupuk Kaltim Shareholders regarding the Approval to the Development Investment on Reclamation of Industrial Land and Infrastructure.6 June 2016

3.

 

Resolution of Pupuk Kaltim Shareholders regarding the Approval to the Revision of 2016 RKAP Planning.17 November 2016

4.

 

Resolution of Pupuk Kaltim Shareholders regarding Provision of Bailout Funds as Shareholder Loan.22 December 2016

Information to Shareholders

In upholding information disclosure while giving correct information to Shareholders, Pupuk Kaltim continuously provides facilities for the Shareholders to access information about the Company.

The facilities to access the information include the following:

  1. GMS, both AGMS, and EGMS as the forum for the Shareholders to communicate with the Company Management (the BOD and BOC) to gain information about the Company as a basis for decision making.
  2. Annual Report, which is a media to deliver information regarding the Pupuk Kaltim performance and financial condition periodically every financial year.
  3. Pupuk Kaltim website, www.pupukkaltim.com, which is a media to deliver updated information and various relevant reports, announcement, and publication about Pupuk Kaltim to the Shareholders.
  4. Other communication media which includes video conference, internal meeting, and factory visit.

Achievements and Company Business Prospect

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