Ciputra Surya

CORPORATE GOVERNANCE

Company Management

As a responsible Public Company holding the trust of customers, partners, shareholders and stakeholders, the Company is fully aware of the importance of the consistent implementation of Good Corporate Governance (GCG) in its efforts to develop its business. Through an on-going process, the Company strives to become more transparent as well as to create a more solid and professional management team in facing competition in free market.
As a form of commitment in implementing the Company's Corporate Governance principles, the Company has developed corporate governance guidelines, code of conduct and established internal audit department, and Audit Committee, whom work under the supervision of the Board of Commissioners.The following report elaborates the implementation of GCG principles in the Company throughout 2014 and the risks potentially faced by the Company.

Board of Commissioners
The duties of the Board of Commissioners are: to supervise the implementation of management’s decision, to monitor the implementation of risk management strategies and Directors’ actions in relation to the findings of the internal audit department, and to observe the implementation of Good Corporate Governance principles.
In compliance with the applicable rules and regulations, the appointment and dismissal of Commissioners must be approved by shareholders at Shareholders’ Meetings and appointed board members may hold their position for 2 years. The Company currently has 3 Commissioners, one of whom are Independent.

Board of Directors
The Board of Directors is responsible for the day to day operations of the Company, the implementation of risk management strategies and Good Corporate Governance.
In compliance with the applicable rules and regulations, directors are appointed by  shareholders’ meetings and hold their position for 2 years. The Company currently has 6 directors, 3 of whom are not affiliated with the controlling shareholders.

Remuneration
The Board of Commissioners and Board of Directors’ total remunerations in 2014 were Rp. 18 billion. Remunerations was based on the Company’s performance, inflation rate and other economic factors.

Audit Committee
The Audit Committee is established to assist Commissioners in giving professional advice on reports or matters delivered by the Board of Directors, to identify any matters needing the Board of Commissioners’ attention, and to confirm that the Company’s financial statements are prepared according to the prevailing accounting standards. The Audit Committee is chaired by one of the Company’s Independent Commissioners and consists of independent members who are not involved in the daily operational activities and management of the Company.

Members of the Company’s Audit Committee are:

Chairman : Henk Wangitan
Member : Lany Wihardjo
    Lanny Bambang

 

Profiles of the Company’s Audit Committee members are:

Henk Wangitan

Joined in Ciputra Group in 1981 until 2012 as Director responsible of land acquisition and lastly as Commissioner of PT Ciputra Development Tbk. Has been appointed as member of audit committe of PT Ciputra Surya Tbk since June 2012. In July 2015, he has been appointed as Independent Commissioner and Chairman of Audit Committee
Lany Wihardjo

Graduated from Parahyangan Catholic University as Bachelor of Economy in 1982. Earned MBA degree from IPPM in 1991. Started her career at Bank Umum Nasional (BUN) as Management Trainee in 1984. Held various positions in BUN until 1997 with the latest position as Senior Commercial Relationship Manager. Joined Bank Ciputra in 1997 and appointed as Director until 1999. Has been appointed as Chairman of Audit Committe of PT Ciputra Surya Tbk since June 2012 to 2015. She is currently the member of Audit Committee of PT Ciputra Surya Tbk.
Lanny Bambang

Completed her education at Law Faculty Trisakti University at 1978. Started her career as Marketing Officer at Bank Central Asia (BCA) in 1978. She was the Associate Director of Royal Sentul Highland from 1994 until 1996. Joined Ciputra Group in 1996 and appointed as President Director of Bank Ciputra in 1999. Has been appointed as Independent Commissioner PT Ciputra Surya Tbk since 2012 to 2015. She is currently the member of Audit Commitee of PT Ciputra Surya Tbk. since July 2015.

Internal Audit Department

The Company has had Internal Audit team which conducts the internal control activities and risk assessment by auditing the operational activities of the Company’s projects and reporting to the Board of Commissioners and the Board of Directors. The Company has had Internal Audit Charter which is used for audit guidance. In 2014, seventeen (17) of the Company’s projects have been audited with results as follows: ten (10) projects were above standard and seven (7) projects needed improvements.
In 2014, Enterprise Wide Risk Management (ERM) has been carried out well. Nevertheless, The Company remains committed to enhance the implementation of Enterprise Wide Risk Management (ERM) in the year 2015 as part of its commitment to the implementation of Good Corporate Governance. The Company has also issued a Code of Conduct to its employees, Suppliers’ Statement and an Anti-Fraud Policy to enhance the implementation of Good Corporate Governance.

Corporate Secretary

The Company has provided the information needed by investors, capital market analysts, Bappepam & LK, Indonesia Stock Exchange and public through its Corporate Secretary whom currently acts as one of its Directors.
In 2014, the Corporate Secretary has held several meetings with analysts and investors discussing the performance of the Company. The Corporate Secretary also regularly attends several investor forums.