WHISTLEBLOWING SYSTEM
As part of the compliance with the Financial Services Authority (OJK) policies, the Company implements a Whistleblowing System (WBS), to facilitate all employees reporting all adverse conditions or activities that potentially harmed the Company.
Implementation of the Company’s WBS, which uses the Company’s portal as the method for reporting, involves the Internal Audit Unit, Human Resources Division, CEOs of business units, Directors and the CEO of the Company. Complaints received are followed up with a special audit or investigation, and the results are then reported to the Company CEO.
Protection/anonymity are accorded as a safeguard to those who file a WBS report.
RISK MANAGEMENT SYSTEM
The Commitment of Risk Management
The Company consistently implements the risk management system in every operational and non-operational activities. The implementation of risk management shall be of concern to everyone in all organization levels in the Company.
The purpose of the implementation of the company’s risk management system is to evaluate the effectiveness of the internal environment, goal setting, identification of activities, risk assessment, risk management, control, information and communication activities, as well as supervising activities.
Risk Management System Implemented by the Company
The Company follows a comprehensive risk management system integrated with the strategic planning process and the Company’s business activities. The Company’s risk management shall be implemented in all management levels according to respective roles and functions.
Main Risks Faced by the Company
Strategies in the risk management are implemented by sharing, avoiding and reducing risks through internal control system, or by retaining the existing risks. The main risks faced by the Company are generally divided into two categories:
The Company’s Implementation of Risk Mitigation
In 2022, the risk management system was effectively implemented through the following risk mitigations:
Risk Management System Effectiveness Overview
The risk management implementation in the Company is regularly evaluated, as an inseparable part of the internal control system evaluation. This activity is carried out to establish and improve the effectiveness of risk management system implementation. The recommendations result of the evaluation study will subsequently be delivered to every unit for follow up, with follow up supervision by the Internal Audit Unit.
INTERNAL AUDIT UNIT
The Company established the Internal Audit Unit in accordance with regulations issued by the Financial Service Authority (OJK) No. 56/POJK.04/2015, dated December 29, 2015 regarding Establishment and Implementation Guidelines for Internal Audit Charter. The Internal Audit Unit’s main duty is to provide independent and objective review, assurance and consultancy to enhance the value and improve the Company’s operations through a systematic approach, by evaluating and improving the effectiveness of internal control systems, risk management and the GCG processes of the Company and all its business units.
Profile of the Internal Audit Head
Mr. Harangan Pokki Pangaribuan heads the Company’s Internal Audit Unit since June 22, 2018. He was appointed through Board of Director’s Resolution No. 673/SK/HT-MCOM/VI/18 and was reported to the Chief Executive of the Capital Market Supervisory of the Financial Services Authority (OJK) based on letter No. 068-OJK/MCOM-CS/INT/VII/2018 dated July 6, 2018.
Harangan Pokki Pangaribuan
An Indonesia citizen who was born in 1980. He joined the Company as the Head of Fraud and Prevention of PT Global Mediacom Tbk from July 23, 2014 to May 31, 2015. Then between June 1,2015 to November 20, 2015, as Head of Internal Audit MNCTV and Coordinator Non 3 TV and from November 23, 2015 until July 2018 as Head of Internal Audit PT Media Nusantara Citra Tbk. On July 2018 until now as Head of Internal Audit PT Global Mediacom Tbk. His career began with Public Accounting Firm Ernst & Young Indonesia in October 2003 to 2006 as External Auditor in the Audit Assurance Business Service (AABS), then in 2006 to July 2014 he took on the role as Forensic Auditor at Fraud Investigation & Dispute Services (FIDS) at Ernst & Young Indonesia. He graduated with a Bachelor Degree in Economics and Accounting (SE,AK) from Padjajaran University and is a Certified Fraud Examiner (CFE) and has Certification in Audit Committee Practices (CACP).
The Structure of the Internal Audit Unit
Duties and Responsibilities of the Internal Audit Unit
In accordance with the Company’s Internal Audit Unit Charter, the duties and responsibilities of the Internal Audit Unit are as follows:
Internal Audit Authority
The Implementation of Internal Audit Unit Activities
The Internal Audit implemented the following activities:
Internal Audit Unit Code of Ethics
The Internal Audit Code of Ethics refers to the International Standards for Professional Practice of Internal Auditing from The Institute of Internal Auditors, as follows:
INTEGRITY
Internal auditors must have the integrity to express the opinions honestly and wisely as a basis for trust and judgments in the decisions.
OBJECTIVITY
Internal auditors must be able to show their professional objectivity in gathering, evaluating and communicating information about the activities or processes obtained in the examination/research conducted based on evidence or facts that can be accounted for, and not affected by factors of subjectivity or personal interests.
CONFIDENTIALITY
Internal auditors respect the value and ownership of information and must maintain the confidentiality of information obtained in accordance with applicable laws and regulations. The information cannot be disclosed to any parties without the authority / involvement unless there is a legal or professional obligation that requires it.
COMPETENCE
Internal auditors must have the knowledge, expertise, communication skills and experience needed to carry out Internal Audit tasks.
Internal Auditor Requirements in The Internal Audit Unit
Internal Audit Unit Accountability
Prohibition of Concurrent Duties and Position
Internal auditors are prohibited from carrying out concurrent duties and positions with Company’s operational activities, both in Company and subsidiaries.
Others
Internal Audit Charter
Download here: Internal Audit Charter_MCOM (2024)
EMSOP COMMITTEE
The Company has an Employee and Management
Stock Option Program (EMSOP) Committee. Its members are appointed by the Board of Commissioners.
Members and The Profiles
The composition of the EMSOP Committee is as follows:
HARY TANOESOEDIBJO
Chairman
Appointment of Mr. Hary Tanoesoedibjo as Chairman of the Company’s EMSOP Committee based on the Decree of the Board of Commissioners Resolution No. 003.Kep.Kom/MCOM-CL/IV/11 dated April 28, 2011.
The profile can be seen in the profile section of the Company’s Board of Directors.
ROSANO BARACK
Member
Appointment of Mr. Rosano Barack as Member of the Company’s EMSOP Committee based on the Decree of the Board of Commissioners Resolution No. 009.Kep.Kom/MCOM-CL/XI/10 dated November 1, 2010.
The profile can be seen in the profile section of the Company’s Board of Commissioners.
BETI PUSPITASARI SANTOSO
Member
Appointment of Mrs. Beti Puspitasari Santoso as Member of the Company’s EMSOP Committee based on the Decree of the Board of Commissioners Resolution No. 024.Kep.-Kom/MCOM-CL/XI/17 dated November 20, 2017.
The profile can be seen in the profile section of the Company’s Board of Commissioners.
NOMINATION & REMUNERATION COMMITTEE
The Company has a Nomination & Remuneration Committee which is formed based on the Financial Services Authority Regulation No. 34/POJK.04/2014 regarding the Nomination and Remuneration Committee of Issuers and Public Companies.
Committee Members and The Profiles
According to the Decree of Board of Commissioners Resolution No. 022.KepKom/MCOM-CL/XII/19 dated December 17, 2019, the composition of the Company's Nomination & Remuneration Committee is as follows:
MOHAMED IDWAN GANIE
Chairman
The profile can be seen in the profile section of the Company’s Board of Commissioners.
ROSANO BARACK
Member
The profile can be seen in the profile section of the Company’s Board of Commissioners.
BETI PUSPITASARI SANTOSO
Member
The profile can be seen in the profile section of the Company’s Board of Commissioners.
YULIANI KURNIAWAN
Member
An Indonesian citizen, born in 1966. She currently serves as Vice President of Payroll MNC Group. Prior to joining the Company, she was the Head of Finance & Accounting at PT Borland Nusantara (1993-1997) and Accounting Management Staff at J. Tansil Public Accounting Firm in Surabaya (1990-1992).
AUDIT COMMITTEE
The Board of Commissioners established the Audit Commitee in order to achieve the most efficient and effective audit results, the Company has developed and endorsed working guidelines known as the Audit Committee Charter.
Composition and Profile of the Audit Committee
The composition for the Audit Committee effective on January 1, 2022 are as follows:
BETI PUSPITASARI SANTOSO
Chairman
Appointment of Mrs. Beti Puspitasari Santoso as Chairman of the Company’s Audit Committee based on the Decree of the Board of Commissioners Board of Commissioners Resolution No. 016.KepKom/MCOM-CL/IX/2020 dated September 21, 2020.
The profile can be seen in the profile section of the Company’s Board of Commissioners.
MOHAMED IDWAN GANIE
Member
Appointment of Mr. Mohamed Idwan Ganie as Member of the Company’s Audit Committee based on the Decree of Board of Commissioners Resolution No. 009.KepKom/MCOM-CL/V/2020 dated June 03, 2020.
The profile can be seen in the profile section of the Company’s Board of Commissioners.
AGUS MULYANTO
Member
Appointment of Mr. Agus Mulyanto as Member of the Company’s Audit Committee based on the Decree of Board of Commissioners Resolution No. 010.KepKom/MCOM-CL/XII/2021 dated December 23, 2021.
An Indonesian citizen, born in 1948. He earned a Doctor of Philisophy (Ph.D) degree in Telecommunications Engineering in 1982 and a Master of Science (M.Sc) degree in Telecommunication Engineering with a Minor in Business Management from the University of Wisconsin Madison, USA in 1978. In addition, he earned a Master in Telecommunication from Bandung Institute of Technology (ITB) in 1976 and a Bachelor of Electrical Engineering majoring in Telecommunications from Institute of Technology Sepuluh Nopember Surabaya (ITS) in 1972.
He has more than 40 years of experience in the broadcast media and subscription television business. Previously he served as President Director, Senior Executive and Member of the Board of Directors of PT Surya Citra Televisi (SCTV) (1989-2003). At MNC Group as Commissioner (2004-2007) and Director (2007-2013) at PT Media Nusantara Citra Tbk, President Director at PT Nusantara Vision (2007-2008), Commissioner at PT Cipta Televisi Pendidikan Indonesia (TPI) (2009-2013), Commissioner of PT MNC Sky Vision Tbk (2009-2012), Commissioner of PT MNC Land Tbk (2011- 2013), President Director of PT Media Citra Indostar (2009-2014), President Director PT. Infokom Elektrindo (2009-2011 and 2014-2015).
Currently he serves as Independent Commissioner of PT MNC Vision Networks Tbk (2019-present). He also serves as President Commissioner of PT MNC Kabel Mediacom (2015-present) and Commissioner of PT Infokom Elektrindo (2015-present).
He has no affiliation with other members of the Board of Commissioners and the Board of Directors.
Duties and Responsibilities of the Audit Committee
To assist the Board of Commissioners in their supervisory function within the Company, the Audit Committee carries out a number of tasks outlined in the Audit Committee Charter, as follows:
Authority of the Audit Committee
In performing its duties, the Audit Committee has the following authority:
BOARD OF DIRECTORS CHARTER
DUTIES AND RESPONSIBILITIES
COMPOSITION AND MEMBERSHIP STRUCTURE
MEETINGS
The Deed of Establishment of the Company contains the Company’s Articles of Association as amended from time to time according to the Company’s needs with reference to the prevailing laws and regulations.
The latest amendment to the Articles of Association is based on the Deed of Statement of Resolutions No. 120 dated July 28, 2022, made by Aulia Taufani, S.H., Notary of Administrative City of South Jakarta. The amendment to the Articles of Association has been approved by the Minister of Law and Human Rights of the Republic of Indonesia based on its Decree Number AHU0054141.AH.01.02 TAHUN 2022 dated August 02, 2022 and has been received and registered by the Minister of Law and Human Rights of the Republic of Indonesia with its Letter Number AHU-AH.01.03-0273800 dated August 02, 2022.
BOARD OF COMMISSIONERS CHARTER
The Board of Commissioners is an organ of the Company that is in charge of conducting a general and/or specific oversight under the Articles of Association as well as providing advice to the Board of Directors.
DUTIES AND RESPONSIBILITIES
The Committee duties and responsibilities to the Board of Commissioners are as follow:
COMPOSITION AND MEMBERSHIP STRUCTURE
MEETINGS