The commitment of GCG implementation is an absolute thing for Angkasa Pura II. GCG is implemented through infrastructure strengthening and sustainable improvement of system and procedure to support a more effective GCG implementation in Angkasa Pura II.
In realizing a continuously growing and highly competitive company, Angkasa Pura II has developed the structure and system of Good Corporate Governance by adhering to GCG principles in accordance with the rules and the regulations, as well as the best practices. GCG implementation is a follow-up to Decree of the Minister of State-Owned Enterprise BUMN No. KEP- 117/M-MBU/2002 dated July 31, 200 that subsequently amended by Regulation of the Minister of State-Owned Enterprise No. PER-01/MBU/2011 dated August 1, 2011 concerning the Implementation of Good Corporate Governance in SOE (State-Owned Enterprise), which stated, “SOE shall carry out its operations by adhering to GCG principles of transparency, accountability, responsibility, independence, and fairness”.
The spirit of GCG implementation in Angkasa Pura II is the motivation and determination of Angkasa Pura II to become a company that continue to grow and improve with good quality of product and working process, Code of Conduct, including responsibility towards its environment.
The objectives of GCG implementation in Angkasa Pura II, namely:
In order to realize these objectives, Angkasa Pura II is fully committed and consistent in enforcing GCG implementation by referring to formal regulations, which are the basis of GCG implementation in Angkasa Pura, namely:
GCG principles in accordance with PER-01/MBU/2011 dated August 1, 2011 concerning the Implementation of Good Corporate Governance in State-Owned Enterprises, namely:
Angkasa Pura II defines the direction of GCG implementation in GCG Roadmap, which is expected to be used as the guidelines in implementing GCG at all levels. GCG Roadmap is targeted to establish GCG as the reference in every operational activities. The ultimate goal of GCG Roadmap is the realization of Angkasa Pura II as a good corporate citizen. With the achievement of the ultimate goal, Angkasa Pura II is confident to be able to improve and maintain company’s performance continuously.
In interpreting Good Corporate Governance, Angkasa Pura II has basic principles, i.e. encouraging GCG as a part of corporate management through the implementation of a system that reflects the principles of information disclosure, accountability, equality, and responsibility.
Angkasa Pura II has implemented various initiatives of GCG implementation, both independently and supported by an independent party, in achieving a sustainable governance.
During 2012, several programs have been completed in order to strengthen GCG implementation in Angkasa Pura II, including:
Judicial basis of GCG assessment in Angkasa Pura II refers to Regulation of the Minister of State-Owned Enterprise No. PER-01/MBU/2011 dated August 1, 2011 concerning the Implementation of Good Corporate Governance in State-Owned Enterprises.
Parameter indicator used in the self-assessment is Company Corporate Governance Scorecard (CCGS) issued by Ministry of SOE. During its development, CCGS has undergone several developments and improvements, namely in 2005, 2008, and 2011.
In 2012, the GCG assessment implementation conducted through internal independent Self-Assessment using assessment parameter indicators based on Secretary of Ministry of SoE Decree Number: SK-16/S.MBU/2012 Regarding Indicators of Good Corporate Governance Evaluation and Assessment Parameter for State-Owned Enterprise dated June 6, 2012.
The indicator/parameter consists of:
Result of GCG self assessment conducted by internal party in 2012 shows that Angkasa Pura II is categorized as “GOOD” with score achievement of 82,08%, which include 6 (six) assessed aspects: Commitment to sustainable implementation of Good Corporate Governance, Shareholders and GMS, Board of Commissioners, Board of Directors, Information Disclosure and Transparency, Other Aspects.
In 2012, GCG self assessment is conducted by internal party of Angkasa Pura II by using self assessment method. While in 2011, GCG Assessment was conducted by Financial and Development Supervisory Institution (BPKP) – Representative of Banten Province.
In accordance with Law No. 40/2007 Chapter 1 concerning the General Provision, Article 1, organ of the Company include General Meeting of Shareholders, Board of Directors and Board of Commissioners.
These organs of the Company play an important role for the success of GCG implementation. They perform their functions in accordance with the Law and Regulations, Articles of Association and other provisions based on the principle that each organ has the independence in carrying out their duties, functions and responsibilities for the benefits of the Company.
RUPS, Board of Commissioners and Board of Directors shall respect each other in terms of duties, responsibilities and authorities other in correspondence with the Laws and Regulations as well as Articles of Association.
In carrying out its management duties for the Company, Board of Directors shall be assisted by Corporate Secretary and Internal Auditor as well as other business units, which also carry out the management functions of the Company.
In carrying out its overseeing duties, Board of Commissioners may establish committees in which one member or more of the committees are also the members of Board of Commissioners. These committees are responsible to the Board of Commissioners.
Governance Mechanism is the mechanism of GCG implementation that is reflected in a strong system. This transforms into a crucial matter because it is not enough for GCG implementation to merely rely on the pillars of governance structure, instead, it is necessary to have clear rules in the form of a mechanism. Governance mechanism can be interpreted as rules, procedures, and clear relationship between the parties that make the parties that those that conduct control or supervision on the decision.
Angkasa Pura II has Code of Conduct for Good Corporate Governance that had been approved by the Joint Decree of Board of Commissioners No.KEP.258.1/GCG/X/APII-2004 and Decree of Board of Directors No. KEP.484.1/ KS.005/APII-2004. The company continues to improve GCG policy (GCG soft-structure) in line with the needs of business processes and implementing provisions of GCG for the company.
In addition to GCG guidelines, Angkasa Pura II has developed a Code of Conduct, the Audit Committee Charter, Internal Audit Charter as well as various policies and procedures in supporting the implementation of good governance. All policies and procedures are intended to encourage the Company to be able to check and balance on any business activity based on the principles of good corporate governance.
General Meeting of Shareholders (RUPS) as the highest authority in Angkasa Pura II, has the authority not granted to the Board of Commissioners or the Board of Directors within specific limits in accordance with the Regulations and Laws and/or Articles of Association, including: authority to request for the responsibility of Board of Commissioners and Board of Directors in relation to the management of Angkasa Pura II, change the Articles of Association, appoint and dismiss members of the Board of Directors and members of the Board of Commissioners, and define the division of management duties and authority among the Directors and other parties.
During the year 2012, Angkasa Pura II held 1 (one) Annual General Meeting of Shareholders and 1 (one) Extraordinary General Meeting of Shareholders.
On May 15, 2012, Angkasa Pura II held the Annual General Meeting at the Ministry of State-Owned Enterprises Infrastructure & Logistics Meeting Room on 12th Floor.
On July 19, 2012, Angkasa Pura II held Extraordinary General Meeting of Shareholders at the Ministry of State-Owned Enterprises Building on 12th Floor.
Angkasa Pura II realizes that the implementation of corporate risk management is increasingly become a requirement, because its success will be factor the success key to achieve the goal and win the competition at global level.
Angkasa Pura II as a company engaged in airport service and airport related service keep improving in order to achieve its vision and mission. Transformation program roll continuously in all field include the support function such as risk management. Corporate realize, the implementation of corporate risk management nowadays is something that urgent, and its one of the way to achieve the goal and be factor that winning the competition.
The implementation of risk management can increase the shareholder value, as well as give the comprehensive image to the Company’s stakeholder and manager about potential opportunities or disadvantages, so the decision and internal policies maker have the data availability and information about Company’s performance, thereby making decision-making more effective and efficient.
In business activities, Angkasa Pura II faces some of embedded risks. Those risks generally can be divided as the risks that affect human, company’s asset, environment, and reputation. Meanwhile in particular, risks according to its characteristic are failure of flight, failure of airport operational, failure of service, and incompliance to the regulation. Those various risk are handled through the effort of risk prevention, risk mitigation, or transfer risk. Evaluation is always conducted periodically in accordance with change in risk parameters.
Corporate continuously develop and improve the risk management framework and internal control structure that integrated and comprehensive, so can provide information about potential risk earlier and further adequate action can be done to minimize the impact of the risk. This risk management framework is outlined in the policies, procedures, transaction limit, authority, and other provisions as well as various risk management tools that applied in all of business area.
In order to develop appropriate risk management align with international airport standards, management Angkasa Pura II has established risk profile, and implement safety compliance and security services through compliance and also the development of Enterprise Risk Management-Integrated Framework and Application Techniques, published by The Committee of Sponsoring Organizations of the Treadway Commission (COSO-ERM).
The essence of implementation of risk management is the adequacy of procedure and methodology of risk management, so the company’s business activities remain under control or manageable in the limit that can be accepted and advantageous.
As a State-Owned Enterprise, Angkasa Pura II shall be objected to the rule and the regulation that exists. In accordance with the Decree of Menteri Negara BUMN RI Number Per-01/MBU/2011article 25, Angkasa Pura II is obliged to do things as follows:
Angkasa Pura II set the Corporate Risk Management Unit as the responsible party for being the administrator of Corporate Risk Management with the scope of work including the Head Office and 12 (twelve) Angkasa Pura II Branch Offices, and also with the work specialization such as Safety Management System, Facility Risk Management, and Business Risk Management.
Angkasa Pura II Risk Management Policies refers to the ISO 31000:2000 Risk Management-Principles and Guidelines, which have been adopted as national standard SNI ISO 31000:2011.
Angkasa Pura II has laid the framework for developing a risk-based management in the form of Corporate Standard Risk Management. The development and implementation of risk management has been initiated since 2006 by using internal method approach as a part of risk management and full completion is expected in 2015, which is in line with the Corporate Risk Management Roadmap that is proposed in Corporate RJPP Rolling Plan Program Year 2011-2015.
As a supporting factor in order to achieving the strategy of risk management implementation, Angkasa Pura II seeks to inculcate the culture of risk awareness in employees by providing adequate understanding about risk factors associated with work and/or daily functions.
Angkasa Pura II always tries to create an organizational culture that marks integrity as a high value. The approach of culture internalization has been done through the intervention of three aspects, leadership, system, and employees. With that current approach, the culture of Angkasa Pura II has become a discipline (soft skills) which is practiced by the Board of Commisioner, the Board of Management, and the employees in doing their daily jobs, aside from being written in company policies and procedures.
Angkasa Pura II have determined a strong core value, which is THE BEST, with the following elaboration:
In order to reach the success for the company, the GCG implementation has to be based with high integrity. Therefore, in 2007, Angkasa Pura II had compiled Pedoman Perilaku (Code of Conduct) which explained the morality of the company in running the business. The Code of Conduct book also contained the statements of employees’ commitment which were signed personally by the employees of Angkasa Pura II and the Board of Management in 2008 as their own personal commitment to comply with the Code of Conduct. The Code of Conduct was documented at Unit Sekretaris Perusahaan (Corporate Secretary Unit). Regularly, the employees renew their commitment statements to the Code of Conduct.
Code of Conduct is applicable to every individual of Angkasa Pura II, starting from the Board of Commissioners, the Board of Management, and all employees of Angkasa Pura II. Other than that, the external parties in their involvement with Angkasa Pura II are also obliged to follow the regulations stated in the Code of Conduct.
Code of Conduct set the policy of ethical values which were stated in an explicit way as a standard of behavioural actions, that must be followed by every individual of Angkasa Pura II.
Some important matters set in the Code of Conduct of Angkasa Pura II, are stated below:
In order to keep an ethical relationship with all parties, Angkasa Pura II formulate the commitment of the company to all shareholders and stakeholders, as stated below:
Socalization process to the implementation of Code of Conduct has been constantly doing to all individual of Angkasa Pura II, starting from the top management level to the operational level through various medias owned by Angkasa Pura II, including the usage of information technology media. The media is easily accessed by all employees any time. Periodically, to all individual of Angkasa Pura II, memo and circular letters are distributed by the Board of Management about the implementation of business ethics.
The media to socialize the distribution of Code of Conduct are:
Aside from that, Angkasa Pura II socializes the Code of Conduct in upgrading forum or briefing for new employees, the moment of signing the commitment statements to the Code of Conduct by all individual of Angkasa Pura II, and also by doing socialization in building Kelompok Pemeriksa Pelanggaran Disiplin Karyawan (KP2DK) team through all the employees.
Before signing the statement of obedience to the Code of Conduct, every employee at Angkasa Pura II are obliged to read, understand, and live up to the Code of Conduct values rightfully.
In 2012, the effort of enforcing the Code of Conduct was implemented in various ways, some of them were: