The General Meeting of Shareholders (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 2019 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 2019, Pupuk Kaltim held 2 (two) GMS, namely the 2018 Performance GMS on 21 May 2019 and the 2019 RKAP GMS on 27 December 2018.
Implementation of GMS 2018Pupuk Kaltim conducted the GMS in accordance with the Articles of Association which states that the Board of Directors is obligated to summon for the GMS at the latest within 14 days from the date the request to conduct the GMS is received from the Shareholders. The content of the GMS invitation includes information on the date, time, place and agenda to be discussed in the GMS. Pupuk Kaltim GMS includes the following agendas:
No. | Kegiatan | RUPS Kinerja Tahun 2018 | RUPS RKAP 2019 |
1. | Request for GMS Execution | On 20 December 2018, PT Pupuk Indonesia (Persero) submitted a request to conduct RKAP GMS for Fiscal Year 2019 through letter No. U-3016/A00. UM/2018 | On 20 December 2018, PT Pupuk Indonesia (Persero) submitted a request to conduct RKAP GMS for Fiscal Year 2019 through letter No. U-3016/A00. |
2. | GMS Summon | On 17 May 2019, Pupuk Kaltim summoned for the 2018 Performance GMS through letter No. 381/D10000-Jkt/V.2019 | On 21 December 2018, Pupuk Kaltim summoned for the 2019 RKAP GMS through letter No. 1031/D10000-Jkt/ XII.2018 |
3. | GMS Execution | The 2018 Performance GMS was held on 21 May 2019 in Jakarta | The 2019 RKAP GMS was held on 27 December 2018 in Palembang |
4. | Minutes of GMS | Pupuk Kaltim submitted the minutes of Shareholders | Pupuk Kaltim submitted the minutes of the 2019 RKAP GMS to the Shareholders |
DECISION MAKING MECHANISM
All resolutions of the GMS are based on deliberation for consensus conducted during the meeting. In addition, the Shareholders may also generate legally binding decisions without having to physically hold a GMS.
IMPLEMENTATION OF THE 2019 GMS
THE PERFORMANCE GMS FOR FISCAL YEAR 2018
GMS Participants
The Annual Performance GMS for Fiscal Year 2018 was attended by the Shareholders, the BOC and BOD with details as follows:
Board of Directors | Board of Commissioners | Shareholders |
Bakir Pasaman | Koeshartono | Aas Asikin Idat |
Bagya Sugihartana | Ade Rahardja | Agung Widodo |
Satriyo Nugroho | Zulkifli Arman | Gunawan Djafar |
Gatoet Gembiro Noegroho | Bambang Supriyambodo | Gusrizal |
Meizar Effendi | Indarto Pamoengkas | |
Winardi | ||
Achmad Tossim Sutawikara | ||
Nugroho Christijanto |
Agenda and Resolutions
No. | Pelaksanaan RUPS | Agenda | Keputusan |
1. | RKAP GMS on 27 December 2018 |
|
|
EXTRAORDINARY GMS
During 2019, Pupuk Kalim held 2 (two) Extraordinary Meeting of Shareholders (EGMS), namely the EGMS for Dismissal and Appointment of the Board of Commissioners on May 31, 2019 and October 18, 2019.
EXTRAORDINARY GMS ON DISMISSAL AND APPOINTMENT OF MEMBERS OF THE BOARD
OF COMMISSIONERS
EGMS Participants
The 2018 EGMS on the Dismissal and Appointment of Members of the Company’s Board of Commissioners was held on 31 May 2019, attended by the Shareholders, BOC and BOD listed in table below:
Peserta RUPSLB
Board of Directors | Board of Commissioners | Shareholders |
Bakir Pasaman | Koeshartono | Aas Asikin Idat |
Satriyo Nugroho | Ade Rahardja | Gunawan Djafar |
Gatoet Gembiro Noegroho | Zulkifli Arman | Gusrizal |
Bambang Supriyambodo | Indarto Pamoengkas | |
Nugroho Christijanto | ||
Winardi | ||
Achmad Tossim Sutawikara |
Agenda and Resolution
Agenda | Resolution |
|
|
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. | Agenda | Performance GMS Year 2017 | RKAP GMS 2018 |
1. | Request on GMS Execution | On 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/2018 | On 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 Execution | Agenda | Resolution |
1. | RAKP GMS 2018 26 January 2018 |
|
|
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. | Agenda | Performance GMS Year 2017 | RKAP GMS 2018 |
1. | Request on GMS Execution | On 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/2017 | On 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 Summon | On 12 May 2017, Pupuk Kaltim summoned for Performance GMS Fiscal Year 2016 through letter No. 343/D10000-Jkt/V.2017 | On 4 January 2017, Pupuk Kaltim summoned for Performance GMS Fiscal Year 2017 through letter number: 12/D10000-Jkt/I.2017 |
3. | GMS Execution | Performance GMS Fiscal Year 2016 was held on 16 May 2017 in PT Pupuk Indonesia (Persero) Head Office, Jakarta | Performance GMS Fiscal Year 2017 was held on 9 January 2017 in PT Pupuk Indonesia (persero) Head Office, Jakarta |
4. | Minutes of GMS | Pupuk Kaltim has submitted the Minutes of Performance GMS Fiscal Year 2016 to Shareholders | Pupuk 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 Execution | Agenda | Resolution |
1. | RKAP GMS 2017 9 January 2017 |
|
|
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. | Agenda | Performance GMS Year 2015 | RKAP GMS 2016 |
1. | Notification for GMS execution Agenda from the Shareholders to the Subsidiaries | Notification 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 Execution | On 10 June 2016, Pupuk Kaltim summoned for Performance GMS Fiscal Year 2015 through invitation No. 506/D10000-Jkt/IV.2016 | On 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 Execution | Performance 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 Execution | Agenda | Resolution |
1. | RKAP GMS 2016
|
|
|
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 Execution | Agenda | Resolution |
1. | Performance GMS Fiscal Year 2015
|
|
|
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 Execution | Agenda | Resolution |
1. | 13 January 2016
| Dismissal and Appointment of the members of the BOD. |
|
2. | 20 April 2016
| Dismissal and Appointment of the members of the BOC. |
|
3. | 10 August 2016
| Dismissal and Appointment of the Members of 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 Directives | Realization and Follow Up of GMS Resolution and Directives | Status |
Performance GMS Fiscal Year 2015
| 109 resolutions and directives accomplished | 100% |
RKAP GMS 2016
| 110 resolutions and directives accomplished | 100% |
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 Directives | Status |
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. | Resolution | Date |
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:
- 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.
- Annual Report, which is a media to deliver information regarding the Pupuk Kaltim performance and financial condition periodically every financial year.
- 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.
- Other communication media which includes video conference, internal meeting, and factory visit.