GCG Structure and Policy
To provide additional value to shareholders and stakeholders, the Company is committed to maintain the discipline of the best GCG implementation and always open for improvement in GCG implementation in accordance with best practices in national, between Groups as well as Asia.
Commitment to Best Governance Practices
Commitment to the implementation of Good Corporate Governance (GCG) is not only implemented on the Company’s organizational infrastructure in accordance with prevailing regulations, but also from the operational process to ensure customer experience based on the best practice of AirAsia Group including ensuring the safety of the Company’s airline users.
The Company considers best practices in Corporate Governance will enable the achievement of its vision and mission in providing the needs of public air transportation capable of reaching all major destinations in Indonesia and other nearby areas with the lowest cost, competitive, while prioritizing 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 organizational 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 also demonstrates a commitment of compliance with the regulations by proactively implementing environmentally friendly initiatives in its operational activities’ improvement and responsive to the community social aspects.
The objectives of governance improvement shall include to enhance the stakeholders’ trust hence AirAsia Indonesia will be able to meet their expectations while also achieving the objectives of its establishment even more efficiently and effectively.
GCG Implementation Legal References
The Company’s management and its GCG implementation refer to the regulatory issued by the Financial Services Authority (OJK) and IDX, as follows:
- Law of Republic Indonesia No. 40 Year 2007 on Limited Liability Companies and its implementing regulations.
- Law of Republic Indonesia No. 8 Year 1995 on Capital Market and its implementing regulations.
- OJK Regulation (POJK) No. 21/POJK.04/2015 dated 16 December 2015 on the Implementation of Corporate Governance Guidelines of Public Companies.
- POJK No. 15/POJK.04/2020 dated 20 April 2020 on the Planning and Organisation of the General Meeting of Shareholders of Public Companies;
- POJK No. 16/POJK.04/2020 on Electronic General Meeting of Shareholders Implementation of Public Companies;
- POJK No. 33/POJK.04/2014 on the Board of Directors and Board of Commissioners of Issuers and Public Companies;
- OJK Letter (SOJK) No. S-124/D.04/2020 dated 24 April 2020 regarding Certain Condition in Implementation of Electronic General Meeting of Shareholders of the Public Companies.
- The Good Corporate Governance Guidelines issued by the National Governance Policy Committee (KNKG).
- GCG best practices at national level and ASEAN through ASEAN Corporate Governance Scorecard/ ACGS.
Internally, the implementation of GCG is based on the Company’s Articles of Association and internal policies including operational policies, codes of ethics and whistleblowing system.
In its business performance and in every strategic decisionmaking, AirAsia Indonesia continually takes into account the five GCG principles namely Transparency, Accountability, Responsibility, Independency and Fairness.
Shall means transparency in the decision-making process, as well as disclosure on information, which is material and relevant with the Company through Financial Reports as well as announcements to Shareholders and Stakeholders through the Indonesia Stock Exchange website and the Company’s official website.
Independence is a condition where the Company is managed professionally without conflict of interest and the influence of pressure from any party that is not in accordance with applicable legislation and sound corporate principles.
It is the clarity of functions, implementation and accountability of organs so that the management of the Company is carried out effectively
Shall means alignment between the Company’s management with prevailing laws and regulations.
- Fairness and Equality
Fairness 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 is able to achieve the success of the company’s performance and provide added value to the company in the form of trust from shareholders and stakeholders.
The focus of the Company’s Roadmap for the next 5 (five) years is to improve the quality of GCG which is divided into stages including:
- Strengthening the quality of GCG
- Socialization/awareness and GCG review
- Strengthening integrated governance and optimizing GCG
GCG Implementation in 2021
The implementation of GCG in 2021 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 as the expected final goal of the GCG Roadmap. The following were GCG implementation in 2021:
- 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 Board of Commissioners and Directors Guidelines, Audit Committee Charter, Nomination & Remuneration Committee Charter, Good Corporate Governance Guidelines, and Corporate Secretary Charter.
- Socialisation on Board Manual to the Board of Commissioners and Directors.
- Re-emphasise the communication on Code of Conduct Guidelines and AirAsia 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 will continue to identify the GCG areas that need to be developed based on applicable regulatory provisions and business activities by taking into account to the Company’s Articles of Association.
The Company governance structure is established based on the function, authority and responsibilities of each organ in accordance with Law No. 40 year 2007, related Financial Services Authority regulations and the Articles of Association.
In general, the Company governance structure is divided into Primary Organ and Supporting Organ.
The Primary Organ is as follows:
- The General Meeting of Shareholders (GMS)
The General Meeting of Shareholders is a strategic discussion and decision-making forum for the Shareholders, in relation with the Company interests and is based on articles of association as well as laws and regulations.
- Board of Commissioners
The Board of Commissioners is an organ collectively tasked with supervisory functions on the management of the Company as well as ensuring that all stakeholders’ interests are met based on governance principles.
- Board of Directors
The Board of Directors is an organ collectively responsible for managing the Company in accordance with the set directives and objectives, as well as acting on behalf of the Company in both inside and outside the court.
The Supporting Organs consist of Committees under the Board the of Commissioners and Functions under the Board of Directors.