Code of Conduct

2012 Version

1.  Principles of Business Operation

To ensure optimum benefit to the shareholders, the Board of Directors of ITM has adopted a policy which gives equal and parallel importance to achieving set goals and the ways and means for achieving them.

The  Board  of  Directors,  therefore,  stipulates  both the goals and the means for achieving such success  as described in the corporate vision, mission, values,  principles, good corporate governance policy and guidelines  for  business  ethics  and  practices  in  this  Code  of  Conduct. The purpose is to inform each ITM Personnel the standard of practice the Company expects when dealing with employees, shareholders, customers, suppliers, society in general and competitors.

1.1.Vision and Mission of ITM

Vision

Delivering sustainable, quality and affordable energy products and services

Mission

1.2. Beliefs and Values

Beliefs

We aim to attain operational excellence through:

Values

We aim to foster the following values in such a way that ITM Personnel feel proud being part of the Company and in such a way that external parties recognize such values as characteristic of ITM Personnel:

 

Innovation

Integrity

Care

Synergy

1.3. Responsibility to Shareholders

It is the policy of ITM to conduct its business with integrity, honesty and ethics. We do our best to develop the business while creating valuable investment returns for the shareholders in a continuing and sustainable manner in which all shareholders are treated equitably.

 

1.4. Compliance with the Law and Relevant Rules and Regulations

ITM is committed to complying with the prevailing laws, rules and regulations and has established the following policies:

  1. We must comply with local rules and regulations as well as respect customs and traditions of the related areas in which ITM operates.
  2. We must comply with the rules and regulations issued by the regulators.
  3. We must comply with the Company’s prevailing rules and regulations.
  4. We shall not assist, support or conspire to avoid any legal or regulatory compliance.
  5. We shall cooperate with supervisory agencies/ regulators and report any information on violation of or non-compliance with the prevailing laws and regulations.

 

2. Conflict of Interest and Keeping Confidential Information

2.1. Conflict of Interest

The Company set as an important policy that We must not take any benefit from our relationship with the Company for personal gain. Thus, the following guidelines are stipulated:

  1. Avoid any personal transaction, which may lead to conflict of interest with the company.
  2. If it is necessary to carry out such transaction for the benefit of ITM, the transaction shall be treated like any other transaction engaged with a third party. However, any such  transaction  must  be  fully  disclosed and  approved  by  the  relevant  authority within ITM  in advance. Furthermore, any ITM Personnel having an interest in such transaction, he/ she must not be involved in its approval process.
  3. If a transaction is considered an affiliated transaction and particular transaction with conflict of interest, material transaction, ITM shall comply with the capital market regulations.
  4. If any of us or a member of our family is involved with or become a shareholder in a  business  which  directly  in  competition with  ITM  or  any  other  business  that  may cause a conflict of interest with ITM, We must inform the President Director of the Company in writing.
  5. If any of us becomes a director, partner, advisor or participant in any capacity in another company or business organization, such position must not conflict with ITM business or that person with direct responsibility to the Company.

2.2. Use of Company Information

It is our responsibility to keep the Company Information strictly confidential, especially internal information not yet disclosed to the public or any data or information that may affect the business of the Company or its share price. The following guidelines have been established:

  1. We will not use any Company Information we received because of our position in ITM for personal interest or for conducting business and other activities in competition with ITM.
  2. We who possessed the Company Information which is not generally known and which may influence the share price (“Inside Information”) are prohibited from dealing or doing any trading to the share of the Company (“Insider Trading”). Inside information shall not be given to any third party for the purpose of their dealing in the shares of the Company.
  3. Company Information shall not be disclosed to any third party especially to competitors even after any of us has left ITM.
  4. We will not seek any benefit for personal interest and others by using the Company Information which is not in the public domain or acting in a way that may cause a conflict of interest with ITM.

 

3. Responsibility  to  the  Company  and  its  Properties  and Assets

3.1. Protection  of  the  Company’s  Properties  and Assets

We must use the Company’s resources and assets in the most efficient manner, responsible way and care for the best interest of the company to increase corporate competitivenessand to provide the best possible service to the customers in accordance with the following guidelines::

  1. We shall use Company’s resources and assets in a cost-efficient manner for its optimum benefit.
  2. We shall participate in protecting the Company’s   properties   and   assets   from improper depreciation or loss.

3.2. Documentation

  1. We shall prepare documents with honesty and prudence, while meeting stipulated standards.
  2. We will not illegally duplicate or falsify any Company’s letters, reports or documents.

3.3.  Use of Computer and Information Technology (IT)

  1. We  shall  comply  with  and  aware  of  any laws including the law about Information Technology and Electronic Transaction,  policies,  procedures  applicable to networks  and information systems while using the Company’s information technology resources.
  2. All   computers,   information   technology tools and information and data relating to the operation are the property of Company. We shall not use the Company’s computers and other information technology tools for personal interests.
  3. We shall not disclose user-identification and password for accessing the Company’s information system.
  4. We  shall  not  disclose  any  information or  data  in  the  Company’s  information system  to  other  parties  without  proper authorization.
  5. ITM personnel are prohibited from modifying, copying, deleting or destroying Company’   information or data without proper authorization.
  6. ITM  personnel  are  prohibited  from  using illegal software, content, hardware for any reason and from using copyright protected materials    without  the  permission  of  the copyright owner.
  7. ITM Personnel are prohibited from modifying the  standard  setting  of  their  computer equipment  or  adding  other  accessories  to the  standard equipment  provided  by  the Company.
  8. ITM Personnel are prohibited from  using Company’s electronic mail system to transmit insulting, offensive, pornographic, abusing or annoying message and image
  9. ITM  Personnel  are  prohibited  from  using the internet for any other purpose but to seek  information  and  knowledge  related to their work and also prohibited to access illegal  or  immoral  websites  stipulated  in the Company’s IT Policy.

3.4. Anti-Bribery and Corruption

We are committed to conduct business in an honest and ethical manner and will not tolerate the act of corruption and bribery, thus regulate as follows:

1. Giving and Receiving Bribes

  1. We  will  not  demand  or  receive  or  give any benefit which can be considered as bribes from business partners, contractors, suppliers, advisors, consultants, auditors and those with whom ITM is doing business, including competitors.
  2. We are prohibited from offering any benefit to government officers, customers, labor, unions or any other external parties in any attempt to persuade them to commit a fraudulent action.
  3. We will not receive offers or payments of bribes, kickback, or gifts to win or retain business or to influence a business decision.


2. Gifts, Gratuities and Entertainment

  1. We are doing our business with integrity. We will not accept or give gifts or gratuities or unusual lavish entertainment from any party.
  2. Gifts given or received during festive occasions are excluded provided that they have an appropriate value and are not related to any business commitment.

3.5. Exercising Political Rights

ITM Personnel are prohibited from using the Company’s assets to support any political party or political group. The Company recognizes and appreciates ITM Personnel to exercise their right as responsible citizens, however, ITM Personnel are prohibited to participate in any activity that may lead to an understanding that ITM is involved in or giving support to any political party or political group.Guidelines are as follows:

  1. ITM  Personnel shall  exercise their rights as  good  citizens  as  provided  under  the Constitution  and  other  relevant  rules  and regulations.
  2. ITM Personnel have the right to participate in political activities on their own behalf outside the working hours and not on behalf of the Company.

 

4. Practices toward Stakeholders

4.1. Policies and Practices toward Shareholders

  1. To perform their duties with loyalty and in a trust worthy manner, to make decisions with honesty, prudence, thoroughness and Fairness for the maximum benefits to all shareholders equitably.
  2. To report on the Company’s performance, Financial and accounting information and other aspects of the business accurately on a regular basis.
  3. To inform shareholders of both negative and positive aspects of the Company on a realistic, timely basis supported by appropriate information and reasons.
  4. To refrain from seeking benefit for oneself and other by using the Company’s information which is not in the public domain or acting in any way that may cause a conflict of interest with the Company.

4.2. Policies and Practices toward Employees

ITM Personnel are valuable resources and they make essential contributions to the Company’s achievement of its goals. As a result, it is the policy to treat ITM Personnel fairly in all respects including employment opportunity, remunerations, promotion and professional development.The following guideline has been established:

  1. To treat ITM Personnel fairly and courteously with consideration of their personal rights and dignity as human being.
  2. To provide fair remunerations.
  3. To maintain a work environment that does not endanger employees’ life or property.
  4. To carry out all professional appointments, rewards and disciplinary actions in good faith on the basis of competence, capability and suitability.
  5. To develop skill and knowledge on a regular and equitable basis.
  6. To listen to opinions and recommendations based on employees’ professional competence.
  7. To comply with relevant laws, rules and regulations on manpower.
  8. To avoid any unfair action that may affect employee’s job security.
  9. To provide channel to employees to fine grievances for unfair treatment or unjust process.

4.3. Policies and Practices toward Customers

Customer satisfaction is of great importance to the Company’s success. ITM intends to respond to customer’s demands effectively and efficiently and to continuously improve that response. The policies and practice guidelines are as follows:

  1. To deliver quality products and services which meet customer’s expectations.
  2. To give accurate, adequate and timely information about its products and services to customers without exaggeration that may lead to misunderstanding about the quality, quantity or condition of such products or services.
  3. To comply with the agreed terms and conditions with the customers, ITM is required   to   immediately notify the customers concerned of any problems and jointly seek solution.
  4. To deal with customers in a high ethical and efficient way.
  5. To maintain the system and process where customers can place complaints regarding the quality, quantity or safety of ITM products and services as well as the speed of response and delivery.
  6. To protect customers confidentiality and to refrain from abusing it for personal interest or for the interest of other parties.
  7. To provide advice regarding the efficient use of ITM products and services for the customer’s maximum benefit.

4.4. Policies and Practices toward Trading Partners and/ or Creditors

ITM has the policy to treat their trading partner and/orcreditorswithfairandequalmanner, taking into consideration the Company’s interest And for the mutual benefit of the parties Inaddition,thepolicyisintendedtoavoid Circumstances that may lead to a conflict of interest.Itrequiresanefforttocomplywith allcontractual obligations, provide reliable informationandaccuratereports,conferor negotiate for solutions to problems on the basis of the following guidelines:

  1. ITM shall not demand, receive or pay any improper benefits to its trading partners and/ or creditors.
  2. Should   it   became   known   that   corrupt demand,  fraudulent  receipt  or  payment of any improper benefit occurs, full information shall be disclosed to the trading partners and/or creditors involved and  the Company shall collaborate with the parties concerned to resolve the problem on a fair and timely basis.
  3. The Company must comply with all terms  and  conditions  agreed  upon  in  a transaction. In the event that any particular condition cannot be met, the Company will inform the trading partner and/or creditors concerned beforehand and seek a mutually acceptable solution.

4.5. Policies and Practices toward Competitors

ITM sets a policy to behave towards its competitors to be consistent with international practice and the legal framework for business competition. Therefore, the following guidelines for practices are set:

  1. ITM shall treat competitors within a fair competition framework.
  2. ITM shall not fraudulently or inappropriately Seek confidential information of, its competitors.
  3. ITM shall not damage competitors’ reputation by abusive accusation.

4.6. Safety, Occupational Health and the Environment

ITM is committed to conducting business with sound safety, occupational health and environmental conditions in accordance with the following guidelines:

  1. ITM must comply with all legislations and regulations relating to safety, occupational health and environmental requirements in all locations in which the Company operates.
  2. ITM shall constantly ensure that its working environment is safe for the life and property of ITM Personnel and contractor.
  3. ITM Personnel must commit to and give full support to undertake all activities aimed at promoting the quality of workplace, safety, occupational health and environment.
  4. ITM shall fully disclose all information regarding its operations in relation to safety, occupational health and the environment.

4.7. Responsibility to the Community and Society

It is ITM policy to conduct business that will sustainably benefit the economy and society while safeguarding the customs and traditions of communities in locations where the Company operates. It is also ITM policy to become a responsible corporate citizen, to comply with all relevantlaws,rulesandregulationsandto contribute to uplifting the quality of life either by itself or through close collaboration with the relevant authorities, private organization and the communities.

To support the above policy, ITM shall regularly contributetoconstructiveactivitiesinthe society and will undertake activities that will cultivate all Personnel social consciousness and to make it as part of ITM culture.

4.8. Public Comments and  Media Interviews

  1. President Director of PT Indo Tambangraya Megah Tbk. is responsible to give media interviews and to answer questions raised by Shareholders, Investors, Media and other third parties. Other senior executives may, with the President Director’s permission also provide such information.
  2. The Company has designated:
  1. The Investor Relations department is in charge of the investors, fund managers, shareholders and financial analysts with regard to the Company’s financial information.
  2. The Corporate Communications department is in charge in media handling.
  3. The Corporate Secretary is in charge of regulatory matters related to the Capital   Market, and administrative matters of the shareholders.

 

5. Compliance with the Code of Conduct

  1. It is the duty of every Personnel to comply with all policies and practices stated in this Code of Conduct. This is neither a voluntary compliance nor can any corporate member claim that he/she is not aware of these practice guidelines. The superiors of all levels must be responsible for and consider it a priority to ensure that their subordinates truly learn, understand and comply with this Code of Conduct.
  2.  Any other policies and practices that relate with conduct, ethics and behavior may also be stipulated in any company policy, regulation, announcement or standards.
  3. ITM   Personnel   shall   annually   declare   their commitment   by   signing   the   Statement   of Commitment in Attachment 1.

 

6.  Whistle Blowing Policy

ITM personnel has the right to report the ethical and legal violations they are aware of in order to protect the best interest of ITM and its employees as a whole against the wrongdoing. A reasonable protection is provided for the whistle blower with a good intention in forms of confidentiality of the reporter’s identity, the information being reported, protection against possible retaliation, and work security. An observed wrongdoing could be reported to Whistle Blowing Center accessible at www.iwbcitmg.com

 

7. Code of Conduct Revision

ITM has its policy to regularly update the Code of Conduct to ensure they are appropriate and adequate to international best practice.

 

8. Complaints   and   Questions

The Secretariat of the Good Corporate Governance, NominationandCompensationCommitteewill entertain any query and Clarification of the Code of Conduct, and will also be the contact point for any grievancesandcomplaintsonthenon-compliance oftheCodeofConduct,whichcanbesenttothe following address:

By mail:

Secretariat of the Good Corporate Governance, Nomination and Compensation Committee

PT Indo Tambangraya Megah Tbk

Pondok Indah Office Tower III, 3rd floor

Jl. Sultan Iskandar Muda Pondok Indah Kav. V-TA

Jakarta Selatan 12310

By e-mail:

grievance@itmg.co.id

All communications shall be treated fairly and strictly confidential

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