GCG Structure and Policy
The Company aims to create value to shareholders and stakeholders by implementing GCG and always providing transparency on such implementation in accordance to the best practices among the Group, the nation, and Asia.
Commitment to Best Governance Practices
The Company's efforts to implement Corporate Governance are not only carried out in its regulatory compliance on organisational infrastructure, but also from its operations to ensure best customer experience from the best practices of the AirAsia Group including ensuring the safety of the Company's airline users.
By implementing Good Corporate Governance, the Company is confident to achieve its vision and mission in providing the needs of air transportation services capable of reaching all major destinations in Indonesia and other nearby areas with the lowest cost, competitive, while prioritising safety and best service quality.
The Company has completed the operational safety audits conducted by the International Air Transport Association (IATA), or known as the IATA Operational Safety Audit (IOSA). The audits comprise the operational and functional areas of the airline including but not limited to organisational and management systems, flight operations, operational control and flight dispatch, aircraft engineering and maintenance, cabin operations, ground handling operations, cargo operations, safety and security management. The Company also asserts to continuously improve the quality of its internal control system, risk management, and strives to comply with the regulations.
The Company’s pro-active attitude and various operational improvement initiatives that are eco-friendly and responsive to social aspects are manifestation of the Company's commitment on regulatory compliance.
The Company aims to increase stakeholders trust by improving the quality of governance implementation in supporting AirAsia Indonesia to meet their expectations while also achieving its objectives even more efficiently and effectively.
Legal Basis of GCG Implementation
The Company’s operations implement the GCG based on the regulations issued by the Financial Services Authority (OJK) and IDX which include:
- Law of the Republic of Indonesia No. 40 of 2007 concerning Limited Liability Companies and their implementing regulations.
- Law of the Republic of Indonesia No. 8 of 1995 concerning the Capital Market and its implementing regulations.
- Financial Services Authority Regulation (POJK) No. 21/ POJK.04/2015 dated 16 December 2015 Implementation of Public Company Governance Guidelines.
- POJK No. 15/POJK.04/2020 dated 20 April 2020 concerning Planning and Holding of the General Meeting of Shareholders of Public Companies;
- POJK No. 16/POJK.04/2020 concerning Electronic Holding of the General Meeting of Shareholders of Public Companies;
- POJK No. 33/POJK.04/2014 concerning Board of Directors and Board of Commissioners of Issuers and Public Companies;
- OJK Letter (SOJK) No. S-124/D.04/2020 April 24 2020 concerning Certain Conditions in the Electronic Holding of General Meeting of Shareholders of Public Companies.
- Guidelines for Good Corporate Governance issued by the National Governance Policy Committee (KNKG);
- The best governance standards in the country and ASEAN through ASEAN Corporate Governance Scorecard /ACGS.
Internal implementation of GCG is carried out based on the Company's Articles of Association and the internal policies contained therein as well as operational policies, codes of conduct, and whistleblowing systems.
In its business performance and in every strategic decisionmaking, AirAsia Indonesia always pays attention to and implements the 5 (five) principles of GCG, namely Transparency, Accountability, Responsibility, Independence and Fairness.
This aspect means openness in carrying out the decisionmaking process and in conveying material and relevant information on the Company through Financial Statements and announcements to Shareholders and Stakeholders through the Indonesian Stock Exchange website and the Company's official website.
This aspect means clarity of functions, implementation, and accountability of the Company organs in realising effective management.
Independence is a condition in which the Company is managed professionally without conflict of interest and the influence of pressure from any party that is not in accordance with applicable laws and sound corporate principles.
This aspect refers the Company’s compliance with the prevailing laws and regulations.
- Fairness and Equality
Fairness is justice and equality in fulfilling the rights of stakeholders that arise based on agreements and applicable laws and regulations.
The GCG Roadmap is a long-term GCG strategy of the Company as a reference in determining future business strategy. The Company believes that the alignment between business and governance strategy shall result in the success of the Company’s performance and provide added value to the Company in the form of shareholders and stakeholders trust.
The focus of the Company's Roadmap for the next 5 (five) years is to improve the quality of the Company's GCG implementation through a number of stages, namely:
- Strengthening GCG quality
- Disseimanting/raising awareness and reviewing GCG implementation
- Strengthening integrated governance and optimising GCG implementation
GCG Implementation in 2022
GCG implementation in 2022 has been aligned with the GCG Roadmap prepared by the Company through the activities of Formulation, Implementation, Monitoring and Evaluation, which are continuously carried out to ensure the achievement of Excellent GCG in accordance with the expected final goal of the GCG Roadmap. The GCG implementation in 2022 are as follows:
- Adjustment and Compliance of the Company’s GCG with Prevailing Regulations.
- Evaluation of GCG implementation to acknowledge and measure the suitability of good corporate governance practices in the Company with GCG principles.
- Dissemination of GCG policies to all employees such as the Board of Commissioners and Board of Directors Guidelines, Audit Committee Charter, Nomination & Remuneration Committee Charter, Good Corporate Governance Guidelines, and Corporate Secretary Charter.
- Board Manual Dissemination to the Board of Commissioners and Board of Directors.
- Re-emphasise on Air Asia Code of Conduct Guidelines and Corporate Culture to new and existing employees.
- Comprehensive training program on GCG best practices for the Company’s management and employees.
Going forward, the Company shall always identify the GCG areas to be developed in accordance with the applicable regulatory provisions and business activities by taking into account to the Company’s Articles of Association.
The Company's governance structure is established based on the function, authority and responsibilities of each organ in accordance with Law No. 40 of 2007, Financial Services Authority regulations, and Articles of Association. In general, the Company governance structure is divided into Main Organ and Supporting Organ.
- AirAsia Indonesia’s Main Organs:
- General Meeting of Shareholders (GMS)
- Board of Commissioners
- Board of Directors
- AirAsia Indonesia's Supporting Organs consist of committees under the Board of Commissioners and Functions under the Board of Directors.