SEOJK on the Form and Content of Annual Reports of Issuers or Public Companies

To:
The Board of Directors and Board of Commissioners of Issuers or Public Companies

COPY

CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 30/SEOJK.04/2016

ON

THE FORM AND CONTENT OF ANNUAL REPORTS OF ISSUERS OR PUBLIC COMPANIES

In order to implement the provisions of Article 6 of Financial Services Authority Regulation Number 29/POJK.04/2016 concerning Annual Reports of Issuers or Public Companies (State Gazette of the Republic of Indonesia Year 2016 Number 150, Supplement to the State Gazette of the Republic of Indonesia Number 5911), it is necessary to regulate the form and content of Annual Reports in a Circular Letter of the Financial Services Authority as follows:

I. GENERAL PROVISIONS

1. The Annual Report of an Issuer or Public Company is an important source of information for investors or shareholders as one of the bases for consideration in making investment decisions and a means of supervision over the Issuer or Public Company.

2. Along with the development of the Capital Market and the increasing needs of investors or shareholders for information openness, the Board of Directors and Board of Commissioners are required to improve the quality of information openness through the Annual Report of the Issuer or Public Company.

3. Annual Reports that are prepared regularly and informatively can facilitate investors or shareholders in obtaining the information they need.

4. This Circular Letter of the Financial Services Authority is a guideline for Issuers or Public Companies that must be implemented in preparing Annual Reports.

II. FORM OF ANNUAL REPORT

1. Annual Reports are presented in the form of printed documents and electronic document copies.

2. Annual Reports presented in the form of printed documents are printed on bright-colored, high-quality, A4-sized paper, bound, and reproducible with good quality.

3. Annual Reports presented in the form of electronic document copies are Annual Reports converted into pdf format.

III. CONTENT OF ANNUAL REPORT

1. General Provisions

a. Annual Reports must contain at least the following information:
1) summary of important financial data;
2) stock information (if any);
3) Board of Directors' Report;
4) Board of Commissioners' Report;
5) Profile of the Issuer or Public Company;
6) Management's Discussion and Analysis;
7) Governance of the Issuer or Public Company;
8) Social and Environmental Responsibility of the Issuer or Public Company;
9) audited annual financial statements; and
10) statement letter from members of the Board of Directors and members of the Board of Commissioners regarding responsibility for the Annual Report;

b. Annual Reports may present information in the form of images, graphs, tables, and/or diagrams with clear titles and/or descriptions, so that they are easy to read and understand;

2. Description of Annual Report Content

a. Summary of Important Financial Data
The Summary of Important Financial Data contains financial information presented in the form of comparison for 3 (three) fiscal years or since starting operations if the Issuer or Public Company has been operating for less than 3 (three) years, containing at least:

1) revenue/sales;
2) gross profit;
3) profit (loss);
4) amount of profit (loss) attributable to owners of the parent entity and non-controlling interests;
5) total comprehensive profit (loss);
6) amount of comprehensive profit (loss) attributable to owners of the parent entity and non-controlling interests;
7) profit (loss) per share;
8) total assets;
9) total liabilities;
10) total equity;
11) profit (loss) ratio to total assets;
12) profit (loss) ratio to equity;
13) profit (loss) ratio to revenue/sales;
14) current ratio;
15) liability to equity ratio;
16) liability to total assets ratio; and
17) other relevant financial information and ratios for the Issuer or Public Company and its industry type;

b. Stock Information
Stock information (if any) must contain at least:

1) shares issued for each quarter (if any) presented in the form of comparison for the last 2 (two) fiscal years, covering at least:
a) number of outstanding shares; b) market capitalization based on the price at the Stock Exchange where the shares are listed; c) highest, lowest, and closing share prices based on the price at the Stock Exchange where the shares are listed; and d) trading volume at the Stock Exchange where the shares are listed; Information under letter a) is disclosed by Issuers that are Open Companies whose shares are listed or not listed on a Stock Exchange; Information under letters b), c), and d) is only disclosed if the Issuer is an Open Company and its shares are listed on a Stock Exchange;

2) in the event of corporate actions, such as stock split, reverse stock, stock dividends, bonus shares, and changes in nominal share value, stock information as referred to in number 1) must include an explanation at least regarding:
a) date of implementation of the corporate action; b) ratio of stock split, reverse stock, stock dividends, bonus shares, and changes in nominal share value; c) number of outstanding shares before and after the corporate action; and d) share price before and after the corporate action;

3) in the event of temporary suspension of share trading (suspension) and/or deletion of share listing (delisting) in the fiscal year, the Issuer or Public Company must explain the reasons for the temporary suspension of share trading (suspension) and/or deletion of share listing (delisting);

4) in the event that the temporary suspension of share trading (suspension) and/or deletion of share listing (delisting) as referred to in number 3) continues until the end of the Annual Report period, the Issuer or Public Company must explain the actions taken to resolve the temporary suspension of share trading (suspension) and/or deletion of share listing (delisting);

c. Board of Directors' Report
The Board of Directors' Report must contain at least:

1) a brief description of the performance of the Issuer or Public Company, covering at least:
a) strategy and strategic policies of the Issuer or Public Company; b) comparison between results achieved and targets; and c) obstacles faced by the Issuer or Public Company;

2) an overview of business prospects;

3) implementation of governance of the Issuer or Public Company; and

4) changes in the composition of Board of Directors members and reasons for the changes (if any);

d. Board of Commissioners' Report
The Board of Commissioners' Report must contain at least:

1) assessment of the Board of Directors' performance regarding the management of the Issuer or Public Company;

2) supervision over the implementation of the Issuer or Public Company's strategy;

3) views on the business prospects of the Issuer or Public Company prepared by the Board of Directors;

4) views on the implementation of governance of the Issuer or Public Company;

5) changes in the composition of Board of Commissioners members and reasons for the changes (if any); and

6) frequency and method of providing advice to Board of Directors members;

e. Profile of Issuer or Public Company
The Profile of the Issuer or Public Company must contain at least:

1) name of the Issuer or Public Company, including if there is a name change, the reason for the change, and the effective date of the name change in the fiscal year;

2) access to the Issuer or Public Company, including branch offices or representative offices that enable the public to obtain information regarding the Issuer or Public Company, covering:
a) address; b) telephone number; c) facsimile number; d) email address; and e) Website address;

3) brief history of the Issuer or Public Company;

4) vision and mission of the Issuer or Public Company;

5) business activities according to the latest articles of association, business activities carried out in the fiscal year, and types of goods and/or services produced;

6) organizational structure of the Issuer or Public Company in the form of a chart, at least down to 1 (one) level below the Board of Directors, accompanied by names and positions;

7) profile of the Board of Directors, containing at least:
a) name and position corresponding to duties and responsibilities; b) recent photo; c) age; d) nationality; e) educational background; f) career history, including information:
(1) legal basis for appointment as a Board of Directors member at the relevant Issuer or Public Company; (2) concurrent positions, both as Board of Directors members, Board of Commissioners members, and/or committee members and other positions (if any); and (3) work experience and its period, both inside and outside the Issuer or Public Company; g) education and/or training attended by Board of Directors members to enhance competence in the fiscal year (if any); and h) Affiliation relationships with other Board of Directors members, Board of Commissioners members, and major shareholders (if any), including the names of affiliated parties;

8) profile of the Board of Commissioners, containing at least:
a) name; b) recent photo; c) age; d) nationality; e) educational background; f) career history, including information:
(1) legal basis for appointment as a Board of Commissioners member who is not an Independent Commissioner at the relevant Issuer or Public Company; (2) legal basis for initial appointment as a Board of Commissioners member who is an Independent Commissioner at the relevant Issuer or Public Company; (3) concurrent positions, both as Board of Commissioners members, Board of Directors members, and/or committee members and other positions (if any); and (4) work experience and its period, both inside and outside the Issuer or Public Company; g) education and/or training attended by Board of Commissioners members to enhance competence in the fiscal year (if any); h) Affiliation relationships with other Board of Commissioners members and major shareholders (if any), including the names of affiliated parties; and i) statement of independence of Independent Commissioners if Independent Commissioners have served more than 2 (two) terms (if any);

9) in the event of changes in the composition of Board of Directors and/or Board of Commissioners members occurring after the end of the fiscal year until the deadline for submitting the Annual Report, the composition attached in the Annual Report is the last and previous composition of Board of Directors and/or Board of Commissioners members;

10) number of employees and description of the distribution of employee education levels and ages in the fiscal year;

11) names of shareholders and ownership percentages at the end of the fiscal year, consisting of:
a) shareholders owning 5% (five percent) or more of the Issuer or Public Company's shares; b) Board of Directors members and Board of Commissioners members who own shares of the Issuer or Public Company; and c) public shareholder groups, i.e., groups of shareholders each owning less than 5% (five percent) of the Issuer or Public Company's shares;

12) number of shareholders and ownership percentages at the end of the fiscal year based on classification:
a) local institutional ownership; b) foreign institutional ownership; c) local individual ownership; and d) foreign individual ownership;

13) information regarding major and controlling shareholders of the Issuer or Public Company, both directly and indirectly, down to individual owners, presented in the form of a scheme or chart;

14) names of subsidiaries, associate companies, joint venture companies where the Issuer or Public Company has joint control of the entity, along with share ownership percentages, business fields, total assets, and operational status of the Issuer or Public Company (if any);
For subsidiaries, additional information regarding the address of the subsidiary is required;

15) chronology of share listing, number of shares, nominal value, and offering price from the beginning of listing until the end of the fiscal year, as well as the name of the Stock Exchange where the Issuer or Public Company's shares are listed (if any);

16) chronology of listing of other Effects as referred to in number 15), containing at least the name of the Effect, year of issuance, maturity date, offering value, and rating of the Effect (if any);

17) names and addresses of capital market supporting institutions and/or professions;

18) in the event that there are capital market supporting professions providing services periodically to the Issuer or Public Company, information regarding the services provided, commissions (fees), and assignment periods must be disclosed; and

19) awards and/or certifications received by the Issuer or Public Company, both national and international scale in the last fiscal year (if any), containing:
a) name of the award and/or certification; b) body or institution providing it; and c) validity period of the award and/or certification (if any);

f. Management's Discussion and Analysis
Management's Discussion and Analysis contains analysis and discussion regarding financial statements and other important information, with emphasis on material changes occurring in the fiscal year, containing at least:

1) operational review per operating segment according to the industry type of the Issuer or Public Company, regarding at least:
a) production, including processes, capacity, and developments; b) revenue/sales; and c) profitability;

2) comprehensive financial performance covering the comparison of financial performance in the last 2 (two) fiscal years, explanation of the causes of changes and the impact of those changes, regarding at least:
a) current assets, non-current assets, and total assets; b) short-term liabilities, long-term liabilities, and total liabilities; c) equity; d) revenue/sales, expenses, profit (loss), other comprehensive income, and total comprehensive profit (loss); and e) cash flows;

3) debt-paying ability by presenting relevant ratio calculations;

4) collectibility level of the Issuer or Public Company's receivables by presenting relevant ratio calculations;

5) capital structure and management's policy regarding the capital structure, accompanied by the basis for determining said policy;

6) discussion regarding material commitments for capital goods investments with explanations covering at least:
a) the purpose of such commitments; b) expected funding sources to fulfill such commitments; c) currency denomination; and d) planned actions by the Issuer or Public Company to protect against risks from foreign currency positions related thereto;

7) discussion regarding capital goods investments realized in the last fiscal year, covering at least:
a) type of capital goods investment; b) purpose of capital goods investment; and c) value of capital goods investment expended;

8) material information and facts occurring after the date of the accountant's report (if any);

9) business prospects of the Issuer or Public Company linked to industry conditions, general economic conditions, and international markets, accompanied by quantitative supporting data from reliable data sources;

10) comparison between targets/projections at the beginning of the fiscal year with results achieved (realization), regarding:
a) revenue/sales; b) profit (loss); c) capital structure (capital structure); or d) other matters considered important for the Issuer or Public Company;

11) targets/projections to be achieved by the Issuer or Public Company for 1 (one) year ahead, regarding:
a) revenue/sales; b) profit (loss); c) capital structure (capital structure); d) dividend policy; or e) other matters considered important for the Issuer or Public Company;

12) marketing aspects of goods and/or services of the Issuer or Public Company, regarding at least marketing strategy and market share;

13) description of dividends for the last 2 (two) fiscal years (if any), at least:
a) dividend policy; b) cash dividend payment date and/or non-cash dividend distribution date; c) dividend amount per share (cash and/or non-cash); and d) total dividends per year paid;

14) realization of the use of funds from Public Offerings, with the provisions:
a) in the event that during the fiscal year, the Issuer has an obligation to submit a report on the realization of fund usage, the realization of the use of funds from Public Offerings must be disclosed cumulatively until the end of the fiscal year; and b) in the event of changes in fund usage as regulated in the Financial Services Authority Regulation concerning Reports on the Realization of the Use of Funds from Public Offerings, the Issuer must explain such changes;

15) material information (if any), including investments, expansions, divestitures, mergers/amalgamations, acquisitions, debt/equity restructuring, Affiliation transactions, and transactions involving conflicts of interest, occurring in the fiscal year, containing at least:
a) date, value, and object of the transaction; b) name of the party conducting the transaction; c) nature of Affiliation relationship (if any); d) explanation regarding the fairness of the transaction; and e) fulfillment of relevant regulations;

16) changes in legislation significantly affecting the Issuer or Public Company and its impact on financial statements (if any); and

17) changes in accounting policies, reasons, and their impact on financial statements (if any);

g. Governance of Issuer or Public Company
Governance of the Issuer or Public Company must contain at least a brief description regarding:

1) Board of Directors, including among others:
a) duties and responsibilities of each Board of Directors member; b) statement that the Board of Directors has guidelines or a charter (charter) of the Board of Directors; c) procedures, basis for determination, structure, and amount of remuneration for each Board of Directors member, as well as the relationship between remuneration and the performance of the Issuer or Public Company; d) policies and implementation regarding the frequency of Board of Directors meetings, including joint meetings with the Board of Commissioners, and the attendance level of Board of Directors members in such meetings; e) information regarding General Meeting of Shareholders (GMS) decisions from 1 (one) year prior, including:
(1) GMS decisions realized in the fiscal year; and (2) reasons in the event that there are decisions not yet realized; f) information regarding GMS decisions in the fiscal year, including:
(1) GMS decisions realized in the fiscal year; and (2) reasons in the event that there are decisions not yet realized; and g) assessment of the performance of committees supporting the implementation of the Board of Directors' duties;

2) Board of Commissioners, including among others:
a) duties and responsibilities of the Board of Commissioners; b) statement that the Board of Commissioners has guidelines or a charter (charter) of the Board of Commissioners; c) procedures, basis for determination, structure, and amount of remuneration for each Board of Commissioners member; d) policies and implementation regarding the frequency of Board of Commissioners meetings, including joint meetings with the Board of Directors, and the attendance level of Board of Commissioners members in such meetings; e) policies of the Issuer or Public Company regarding the assessment of the performance of Board of Directors members and Board of Commissioners members and their implementation, covering at least:
(1) procedures for performance assessment implementation; (2) criteria used; and (3) party conducting the assessment; f) assessment of the performance of committees supporting the implementation of the Board of Commissioners' duties; and g) in the event that the Board of Commissioners does not form a Nomination and Remuneration Committee, information must be included at least regarding:
(1) reasons for not forming the committee; and (2) nomination and remuneration procedures carried out in the fiscal year;

3) Sharia Supervisory Board, for Issuers or Public Companies conducting business activities based on Sharia principles as stated in the articles of association, containing at least:
a) name; b) duties and responsibilities of the Sharia Supervisory Board; and c) frequency and method of providing advice, suggestions, and supervision regarding the fulfillment of Sharia Principles in the Capital Market to the Issuer or Public Company;

4) Audit Committee, including among others:
a) name and position in committee membership; b) age; c) nationality; d) educational background; e) career history, including information:
(1) legal basis for appointment as a committee member; (2) concurrent positions, both as Board of Commissioners members, Board of Directors members, and/or committee members and other positions (if any); and (3) work experience and its period, both inside and outside the Issuer or Public Company; f) period and term of office of Audit Committee members; g) statement of independence of the Audit Committee; h) policies and implementation regarding the frequency of Audit Committee meetings and the attendance level of Audit Committee members in such meetings; i) education and/or training attended in the fiscal year (if any); and j) implementation of Audit Committee activities in the fiscal year as stated in the guidelines or charter (charter) of the Audit Committee;

5) other committees owned by the Issuer or Public Company to support the functions and duties of the Board of Directors and/or Board of Commissioners, such as the Nomination and Remuneration Committee, including among others:
a) name and position in committee membership; b) age; c) nationality; d) educational background; e) career history, including information:
(1) legal basis for appointment as a committee member; (2) concurrent positions, both as Board of Commissioners members, Board of Directors members, and/or committee members and other positions (if any); and (3) work experience and its period, both inside and outside the Issuer or Public Company; f) period and term of office of committee members; g) description of duties and responsibilities; h) statement that the committee has guidelines or a charter (charter); i) statement of independence of the committee; j) policies and implementation regarding the frequency of committee meetings and the attendance level of committee members in such meetings; k) education and/or training attended in the fiscal year (if any); and l) brief description of committee activities in the fiscal year;

6) Company Secretary, including among others:
a) name; b) domicile; c) career history, including information:
(1) legal basis for appointment as Company Secretary; and (2) work experience and its period, both inside and outside the Issuer or Public Company; d) educational background; e) education and/or training attended in the fiscal year; and f) brief description of the Company Secretary's duties in the fiscal year;

7) Internal Audit Unit, including among others:
a) name of the Head of the Internal Audit Unit; b) career history, including information:

(1) the legal basis for appointment as Head of the Internal Audit Unit; and (2) work experience and its duration, both within and outside the Issuer or Public Company; c) qualifications or certifications as an internal audit profession (if any); d) education and/or training attended during the fiscal year; e) the structure and position of the Internal Audit Unit; f) description of duties and responsibilities; g) a statement that the Internal Audit Unit has guidelines or a charter (charter); and h) a brief description of the Internal Audit Unit's task execution during the fiscal year;
8) a description of the internal control system implemented by the Issuer or Public Company, at minimum regarding:
a) financial, operational, and compliance controls with other laws and regulations; and b) a review of the effectiveness of the internal control system;
9) the risk management system implemented by the Issuer or Public Company, at minimum regarding:
a) a general overview of the Issuer's or Public Company's risk management system; b) types of risks and their management methods; and c) a review of the effectiveness of the Issuer's or Public Company's risk management system;
10) important matters faced by the Issuer or Public Company, subsidiaries, members of the Board of Directors, and members of the Board of Commissioners (if any), including:
a) the subject matter of the lawsuit/claim; b) the status of the resolution of the lawsuit/claim; and c) its impact on the condition of the Issuer or Public Company;

11) information regarding administrative sanctions imposed on the Issuer or Public Company, members of the Board of Commissioners and Board of Directors, by the Capital Market Authority and other authorities during the fiscal year (if any);
12) information regarding the Issuer's or Public Company's code of ethics, including:
a) key points of the code of ethics; b) the form of code of ethics socialization and enforcement efforts; and c) a statement that the code of ethics applies to members of the Board of Directors, members of the Board of Commissioners, and employees of the Issuer or Public Company;
13) information regarding corporate culture (corporate culture) or corporate values (if any);
14) a description of the employee and/or management share ownership program implemented by the Issuer or Public Company (if any), including:
a) the number of shares and/or options; b) the implementation period; c) requirements for eligible employees and/or management; and d) the exercise price;
15) a description of the violation reporting system (whistleblowing system) in the Issuer or Public Company (if any), including:
a) the method of submitting violation reports; b) protection for whistleblowers; c) handling of complaints; d) the party managing complaints; and e) the results of complaint handling, at minimum including:
(1) the number of complaints received and processed during the fiscal year; and (2) follow-up on complaints;
16) implementation of the Guidelines for Open Corporate Governance for Issuers issuing Equity Securities or
Public Companies, including:
a) a statement regarding recommendations that have been implemented; and/or b) an explanation of recommendations not yet implemented, accompanied by reasons and implementation alternatives (if any); h. Social and Environmental Responsibility of the Issuer or Public Company
1) Information regarding the social and environmental responsibility of the Issuer or Public Company includes policies, types of programs, and costs incurred, including aspects:
a) environmental protection, including:
(1) the use of environmentally friendly and recyclable materials and energy; (2) the Issuer's or Public Company's waste treatment system; (3) the mechanism for handling environmental complaints; and (4) environmental certifications held; b) labor practices, health, and safety, including:
(1) gender equality and employment opportunities; (2) facilities and work safety; (3) employee turnover rate; (4) workplace accident rate; (5) education and/or training; (6) remuneration; and (7) the mechanism for handling labor-related complaints; c) social and community development, including:
(1) the use of local labor;
(2) empowerment of the community surrounding the Issuer or Public Company, including through the use of raw materials produced by the community or providing education; (3) improvement of social facilities and infrastructure; (4) other forms of donations; and

(5) communication regarding anti-corruption policies and procedures in the Issuer or Public Company, as well as anti-corruption training (if any); d) responsibility for goods and/or services, including:
(1) consumer health and safety;
(2) information on goods and/or services; and
(3) facilities, quantity, and handling of consumer complaints.
2) In the event that the Issuer or Public Company presents information regarding social and environmental responsibility as referred to in number 1) in a separate report such as a social and environmental responsibility report or sustainability report, the Issuer or Public Company is exempted from disclosing information regarding social and environmental responsibility in the Annual Report; and
3) The Report referred to in number 2) is submitted to the Financial Services Authority simultaneously with the submission of the Annual Report;
i. Audited Annual Financial Report
The annual financial report included in the Annual Report is prepared in accordance with Indonesian Accounting Standards and has been audited by an Accountant. The aforementioned financial report contains a statement regarding accountability for the financial report as regulated in laws and regulations in the Capital Market sector regulating the responsibility of the Board of Directors for financial reports or laws and regulations in the Capital Market sector regulating the periodic reports of Securities Companies in the event that the Issuer is a Securities Company; and j. Statement Letter from Members of the Board of Directors and Members of the Board of Commissioners regarding Responsibility for the Annual Report The statement letter from members of the Board of Directors and members of the Board of Commissioners regarding responsibility for the Annual Report is prepared in accordance with the format of the Statement Letter from Members of the Board of Directors and Members of the Board of Commissioners regarding Responsibility for the Annual Report as stated in the Appendix which is an integral part of this Financial Services Authority Circular.
IV. CLOSING
This Financial Services Authority Circular takes effect on the date of establishment.
Established in on August 3, 2016
EXECUTIVE HEAD OF CAPITAL MARKET SUPERVISOR, signed NURHAIDA Copy matches the original Legal Director 1 Legal Department signed Yuliana