This Code of Conduct of Board of Commissioners is made by referring to:

  1. Law of the Republic of Indonesia No. 8 of 1995 regarding Capital Market;
  2. Law of the Republic of Indonesia No. 40 of 2007 regarding Limited Liability Company;
  3. Regulation of the Financial Services Authority No. 20/POJK.04/2016 regarding Licenses of Securities Company which Conducts Business Activities as an Underwriter and Broker of Securities;
  4. Regulation of the Financial Services Authority No. 27/POJK.03/2016 regarding Assessment on Capability and Appropriateness for Main Party of Financial Services Institution;
  5. Circular Letter of Financial Services Authority No. 57/SEOJK.04/2017 regarding Assessment on Capability and Appropriateness for Main Party of Securities Company which Conducts Business Activities as Underwriter and/or Broker; and
  6. The Articles of Association of the Company.

Article 1

Purpose

  1. To provide a guideline in relation to the duty and obligation, including rights of the member of the Board of Commissioners in carrying out his/her duty, in accordance with his/her roles and functions, so that management of Company which is professional, transparent and efficient is created.
  2. To increase the compliance to the prevailing laws and regulations, including prevailing ethics.

Article 2

Definition

  1. “Company” means PT NH Korindo Sekuritas Indonesia.
  2. “GMS” means General Meeting of Shareholders of the Company.
  3. “OJK” means Financial Services Authority.
  4. “IDX” means Indonesian Stock Exchange.

Article 3

Membership

  1. Member of the Board of Commissioners shall be appointed, and may be terminated prior to the expiry date of his/her term of office based to the EGM.
  2. Board of Commissioners shall at least consist of 2 (two) members, in which one of them shall be appointed as a President Commissioner.

Article 4

Requirements

  1. People who can be appointed as a member of the Board of Commissioners is a people who:
    1. Is capable of conducting legal action;
    2. Never conducts despicable act within the last 6 (six) months, evidencing by Police Clearance Report;
    3. Never punished for conducting criminal action in financial sector within the last 20 (twenty) years until the enactment of capability and appropriateness of member of Board of Commissioners test result by OJK;
    4. Never punished for conducting special criminal action within the last 20 (twenty) years until the enactment of capability and appropriateness of member of Board of Commissioners test result by OJK;
    5. Never punished for conducting criminal action within the last 10 (ten) years until the enactment of capability and appropriateness of member of Board of Commissioners test result by OJK;
    6. Have a good character and morale
    7. Have a high commitment to comply with the prevailing laws and regulations;
    8. Have a high commitment to support the development of the Company’s operation and Indonesian capital market;
    9. Never be avowed bankrupt;
    10. Does not have any bad credit and/or financing;
    11. Never be a member of Board of Commissioners or member of Board of Commissioners that be avowed guilty to cause a company be avowed bankrupt;
    12. Have expertise in the field of capital market which is suffice and relevant to his/her position; and
    13. Have working experiences at least 2 (two) years at a company which engage in the sector of capital market and/or financial services.
  2. Aside from the requirements as mentioned in Article 4.1 above, the candidate of member of Board of Commissioners must comply with every requirement as regulated by the prevailing laws and regulation in the Republic of Indonesia.

Article 5

Term of Office

Member of Board of Commissioners shall be appointed for the period of 2 (two) years and may be reappointed.

Article 6

Working Hours

Member of the Board of Commissioners does not bound by a specific working hours, however he/she is obligated to carry out his/her duty and responsibility in managing the daily activities of the Company.

Article 7

Duty, Responsibility and Rights

  1. Board of Commissioners is responsible to conduct the supervision on policy of the Board of Directors in managing the Company and provide advices to the Board of Directors.
  2. Every member of Board of Commissioners must comply with the prevailing laws and regulations in the Republic of Indonesia and carrying out his/her duty with a good faith.
  3. The Board of Commissioners any time during working hours of the Company is rightful to enter buildings and yards or other places which utilized or owned by the Company and is rightful to verify all of bookkeeping, letters and other proves, verify and compare the financial status and etc., and is rightful to acknowledge every actions which have been conducted by the Board of Directors.
  4. The Board of Commissioners any time may temporarily terminate one or more member of Board of Directors if the said member of Board of Directors act is against the Articles of Association of the Company and/or the prevailing laws and regulations, by provides a notification with reason of the said termination to the related member of Board of Directors.

Article 8

Meeting of Board of Commissioners

  1. Board of Commissioners must convene a meeting of Board of Commissioners every 3 (three) months.
  2. The meeting of Board of Commissioners may eligibly be convened if all of the member of Board of Commissioners is present.
  3. The resolution of the meeting of Board of Commissioners must be solved amicably. In the event the amicable resolution is not achieved, then the resolution shall be resolved by the President Commissioner.

Article 9

Ethics

Every member of Board of Commissioners must carrying out his/her duty with a good faith, full responsibility, precautionary principle, and comply with the prevailing laws and regulation in the Republic of Indonesia, among others, related to the implementation of Good Corporate Governance and Articles of Association of the Company.

Article 10

Miscellaneous

Other matters which have not been regulated in this Code of Conduct will refer to the prevailing laws and regulations in the Republic of Indonesia and the Articles of Association of the Company.

This code has been made in bilingual, English and Bahasa Indonesia. In the event of inconsistency between the English version and the Bahasa Indonesia version, the relevant English version shall be deemed to be amended to conform with and be consistent with the relevant Bahasa Indonesia version of this document

This Code of Conduct of Board of Directors is made by referring to:
  1. Law of the Republic of Indonesia No. 8 of 1995 regarding Capital Market;
  2. Law of the Republic of Indonesia No. 40 of 2007 regarding Limited Liability Company;
  3. Regulation of the Financial Services Authority No. 20/POJK.04/2016 regarding Licenses of Securities Company which Conducts Business Activities as an Underwriter and Broker of Securities;
  4. Regulation of the Financial Services Authority No. 27/POJK.03/2016 regarding Assessment on Capability and Appropriateness for Main Party of Financial Services Institution;
  5. Circular Letter of Financial Services Authority No. 57/SEOJK.04/2017 regarding Assessment on Capability and Appropriateness for Main Party of Securities Company which Conducts Business Activities as Underwriter and/or Broker; and
  6. The Articles of Association of the Company.

Article 1

Purpose

  1. To provide a guideline in relation to the duty and obligation, including rights of the member of the Board of Directors in carrying out his/her duty, in accordance with his/her roles and functions, so that management of Company which is professional, transparent and efficient is created.
  2. To increase the compliance to the prevailing laws and regulations, including prevailing ethics.

Article 2

Definition

  1. "Company" means PT NH Korindo Sekuritas Indonesia.
  2. "GMS" means General Meeting of Shareholders of the Company.
  3. "OJK" means Financial Services Authority.
  4. "IDX" means Indonesian Stock Exchange.

Article 3

Membership

  1. Member of the Board of Directors, shall be appointed and may be terminated prior to the expiry date of his/her term of office pursuant to the EGM.
  2. Board of Directors shall at least consist of 3 (three) members, i.e.:
    1. 1 (one) President Director; and
    2. 2 (two) Directors.
In the event there are more than 3 (three) members of Board of Directors, then the total number of the members of Board of Directors must be odds.

Article 4

Requirements

  1. People who can be appointed as a member of the Board of Directors is a people who:
    1. Is capable of conducting legal action;
    2. Never conducts despicable act within the last 6 (six) months, evidencing by Police Clearance Report;
    3. Never punished for conducting criminal action in financial sector within the last 20 (twenty) years until the enactment of capability and appropriateness of member of Board of Directors test result by OJK;
    4. Never punished for conducting special criminal action within the last 20 (twenty) years until the enactment of capability and appropriateness of member of Board of Directors test result by OJK;
    5. Never punished for conducting criminal action within the last 10 (ten) years until the enactment of capability and appropriateness of member of Board of Directors test result by OJK;
    6. Have a good character and morale
    7. Have a high commitment to comply with the prevailing laws and regulations;
    8. Have a high commitment to support the development of the Company’s operation and Indonesian capital market;
    9. Never be avowed bankrupt;
    10. Does not have any bad credit and/or financing;
    11. Never be a member of Board of Directors or member of Board of Commissioners that be avowed guilty to cause a company be avowed bankrupt;
    12. Have knowledge in the field of capital market which suffice and relevant to his/her position, and at least a diploma; and
    13. Have experiences and expertise in the field of capital market and/or financing at least 2 (two) years work in managerial position in a company which engage in the sector of capital market and/or financial services.
  2. Aside from the requirements as mentioned in Article 4.1 above, the candidate of member of Board of Directors must comply with every requirement as regulated by the prevailing laws and regulation in the Republic of Indonesia.

Article 5

Term of Office

Member of Board of Directors shall be appointed for the period of 2 (two) years and may be reappointed.

Article 6

Working Hours

Member of the Board of Directors does not bound by a specific working hours, however he/she is obligated to carry out his/her duty and responsibility in managing the daily activities of the Company.

Article 7

Duty, Responsibility and Rights

  1. Board of Directors is responsible to operate and manage the Company, in accordance with the purpose and objective of the Company as set forth in the Articles of Association of the Company.
  2. Every member of Board of Directors must comply with the prevailing laws and regulations in the Republic of Indonesia and carrying out his/her duty with a good faith.
  3. In representing the Company either in or outside court, the Board of Directors must be represented by President Director and 1 (one) Director who is nominated by majority shareholder.
  4. In the event the President Director is not attending or is unavailable, by any reason, without required to be proved to third party, then one of the Director and the Director who is nominated by the majority shareholders and as approved by the majority of the member of the Board of Directors are rightful and eligible to act for and on behalf of the Board of Directors to represent the Company.
  5. The Board of Directors is required to obtain approval from the Board of Commissioners for the following matters:
    1. Borrowing or lending money in the name of the Company (excludes collecting the Company’s money at bank);
    2. Establishing new business;
    3. Conducting legal action for buying, selling, or in the way of releasing rights on permanent assets and companies in the frame work of the Company’s daily business activities, and make and bind the Company as guarantor, except for actions as mentioned in Article 7.6.
  6. The Board of Directors must obtain approval from the GMS in accordance with the provisions as set forth in the Articles of Association of the Company, in conducting the following legal actions:
    1. Lending, transferring, releasing rights or making bond securities, either all or more than 50% (fifty percent) of total net assets of the Company in 1 (one) year book, either in 1 (one) transaction or several transactions which is stand-alone or related to one another;
    2. Capitalization, reservation or distribution of the Company’s dividend, issuance of convertible loan stoke or other bonds letter;
    3. Reorganization, or participate in other company either domestic or overseas;
    4. Cooperate with other people or legal entity without disregard permission from authorized government agency;
    5. Change of name, business activities or increment of authorized capital of the Company; and
    6. To decrease the issued capital or paid-up capital of the Company.
  7. The Board of Directors must convene GMS in accordance with the prevailing laws and regulation in the Republic of Indonesia and the Articles of Association of the Company.
  8. The distribution of duty of member of Board of Directors shall be determined by GMS, however if it is not determined by GMS, then it will be determined by the decree of the Board of Directors.

Article 8

Meeting of Board of Directors

  1. Board of Directors must convene a meeting of Board of Directors every 2 (two) months.
  2. The meeting of Board of Directors may eligibly be convened if the majority of total member of Board of Directors is present.
  3. Every member of Board of Directors must attend 75% (seventy five percent) of the total meeting of Board of Directors.
  4. The resolution of the meeting of Board of Directors must be solved amicably. In the event the amicable resolution is not achieved, then the resolution shall be resolved by voting based on approval by at least 2/3 (two per three) part of total votes issued in the meeting.

Article 9

Conflict of Interest

In the event there is an interest of the Company which is contradict with the private interest of one of the member of Board of Directors, then the Company shall be represented by other member of Board of Directors who do not have conflict of interest, and in the event the Company has an interest which is contradict with the private interest of all of the member of Board of Directors, then in this case the Company shall be represented by a member of Board of Commissioners who is appointed by the meeting of the Board of Commissioners.

Article 10

Ethics

Every member of Board of Directors must carrying out his/her duty with a good faith, full responsibility, precautionary principle, and comply with the prevailing laws and regulation in the Republic of Indonesia, among others, related to the implementation of Good Corporate Governance and Articles of Association of the Company.

Article 11

Miscellaneous

Other matters which have not been regulated in this Code of Conduct will refer to the prevailing laws and regulations in the Republic of Indonesia and the Articles of Association of the Company. This code has been made in bilingual, English and Bahasa Indonesia. In the event of inconsistency between the English version and the Bahasa Indonesia version, the relevant English version shall be deemed to be amended to conform with and be consistent with the relevant Bahasa Indonesia version of this document.

PT. NH Korindo Sekuritas Indonesia is a Securities Company that conducts business activities as an Underwriter and Brokers. In carrying out the operations of the Company PT. NH Korindo Sekuritas Indonesia is supported by competent and qualified workforce in the capital market and financial industry.

VISION "To be the best Securities company in Indonesia and the Asia regional region and the main driver in the Capital Market sector especially in Indonesia".

MISSION "Become a credible and trusted partner for your financial future and adhere to the principles of good corporate governance".

INTEGRITY "Acting according to words, promises kept and abiding by its principles and upholding noble values, so as to foster trust for other parties.

COMMITMENT "Carry out the work wholeheartedly to achieve the best results"

The Code of Ethics is a guide for us to act ethically and in accordance with applicable law. This Code of Conduct explains the standards that we need to comply with in implementing Company values, as well as certain relevant laws, regulations and policies.

By knowing and abiding by the Code, we play a role in maintaining and building trust with various stakeholders, including colleagues, customers, business partners and shareholders.

Failure to comply with the Code and Company policies can have fatal consequences for the Company and the people involved. In addition to potentially damaging the Company's reputation, behavior that violates the Code of Ethics can also violate the law.

Violation of the Code or Company policy can lead to disciplinary action, up to and including termination of employment. If necessary, the Company can also transfer cases to authorized officials, which can be a personal responsibility for the individuals involved.

INTEGRITY FOR EMPLOYEES
  • Have respect in the work environment
  • Take responsibility for work and behave honestly in carrying out work.
  • Comply with and comply with applicable Company Regulations and Company Operational Standards.
  • Keep and maintain good work relationship among employees
  • Do not violate or act against the law which results in legal consequences such as corruption and drugs.
  • Do not have bad behavior and uphold noble values.
INTEGRITY FOR THE COMPANY
  • Protecting Company Assets.
  • Using company technology appropriately.
  • Separation of corporate social media from personal
  • Management of company information properly and correctly.
  • To avoid conflict of interest in company.
  1. COMPLIANCE

    In carrying out the business activities of PT. NHKSI is supported by a compliance function, whereas this function has independent from other function that has duties and is responsible for:

    1. Identifying policies, standard operating procedures, and legislation related to Securities Traders;
    2. Develop policies and procedures for the main tasks and functions of the compliance unit;
    3. Ensure the Securities Trader's Broker's compliance with standard operating policies and procedures;
    4. Ensure the Securities Trader's Broker's compliance with licensing requirements;
    5. Ensure the Securities Trader's Broker's compliance with the provisions regarding the implementation of employee supervision;
    6. Ensure compliance of Securities Traders in compliance with provisions concerning internal control;
    7. Ensure compliance of Securities Traders in compliance with provisions concerning the prevention and eradication of criminal acts of money laundering and funding of terrorist activities;
    8. Ensure the Securities Trader's Broker's compliance with the provisions regarding Securities trading;
    9. Handle and administer customer complaints with the obligation to have a special mechanism to handle and follow up written complaints from customers (internal dispute resolution).
    10. Supervises the business continuity plan;
    11. Submit periodic reports at least 1 (one) time a year, and reports incidentally to the board of commissioners and / or directors; and
    12. Provide assistance and / or conduct training for employees in work units that carry out other functions in order to fulfill the compliance of the intended functions of the Capital Market and other relevant laws and regulations;
    13. Do stock and/or fund reconcile at least 1 (one) in a month.
  2. INTERNAL AUDIT

    PT NHKSI also has an Internal Audit Function which has duties and responsibilities including:

    1. Do inspection and checking operational activities of functions in the Company.
    2. Prepare an annual audit plan, either margin or operational audit.
    3. Make an audit report and submit the report to the Board of Directors and the Board of Commissioners.
    4. Monitor, analyze and report the results of follow-up improvements to the audit findings.
    5. Coordinate with the External Auditor related to routine or incidental audit.
    6. Perform special inspection if necessary need.
In carrying out company operations PT. NHKSI applies a risk control policy to the business activities carried out. The NHKSI risk control policy implemented by the Risk Management function can identify risks that might arise including:
  1. Credit Risk

    Where the risks arising from the failure of customers to pay their obligations so that supervision is needed from time to time by the Risk Management function so that this risk can be overcome properly.

  2. Settlement Risk

    Where the risk arises due to the failure of the customer or counter party in the completion of the transaction so that more stringent supervision is required by the Risk Management function such as certainty of adequate funds and / or shares as well as guarantees.

  3. Market Risk

    This risk arises because, among others, the movement of interest rates, currency exchange rates, or securities prices prevailing in the market where the risk management function must consider the management of exchange rates in the Company.

  4. Risk of Underwriting

    In the underwriting and distribution activities, the risk of this issuer can also arise if the Company cannot sell to investors / buyers the amount of commitment to purchase securities within a predetermined holding period.

  5. Legal Risks

    This risk arises as a result of differences between the Company and its customers and / or third parties which disrupts the company's operations. Risk Management must manage risks related to customer transactions in coordination with related functions.

Policies implemented by NHKSI Risk Management include:

  1. Arranging and ensuring the implementation of trading limit parameters both for customer interests and for the benefit of the Company;
  2. Verify that the client's Securities account has been opened and approved by the work unit that carries out the marketing function;
  3. Verify before carrying out customer orders and / or instructions to ensure the availability of funds and / or Securities in a client's Securities account in order to settle the Securities transaction;
  4. For clients who do not have a Securities account at a Securities Trader as stipulated in the Act, verifying the availability of funds and / or Securities is done by ensuring that the client has made a written statement and
  5. Verification of Securities accounts and the availability of funds and / or securities can be done both manually and electronically through an integrated Securities Trader Risk management system.

In carrying out its duties the NHKSI Risk Management function makes planning as a guideline or reference in carrying out the tasks including:

  1. Risk Management Strategy

    This strategy is carried out to ensure that potential risks have been managed properly in accordance with applicable policies and regulations and company regulations.

  2. Provision of Trading Limits and Procedures

    NHKSI Risk Management has the task of carrying out procedures and setting Limit Trading, which includes:

    1. Provision of Customer's Trading Limit with the approval of the Directors and the Company's Credit Committee.
    2. Oversee the implementation of customer trading limits.
    3. Take action (Mitigation) on the risk of providing customer trading limits.
    4. Monitor margin ratios for margin customers.
    5. Oversee and make reports on customer margin calls and settlement of customer transactions.
    6. Conduct a Force Sell on Customer's shares in accordance with applicable regulations.
  3. Human Resources Risk Management

    The NHKSI Risk Management function is under the Board of Directors and has 1 (one) Head of Risk Management assisted by 2 (two) staff. Where employees who work in the Risk Management Function are required to have a license determined by the Financial Services Authority.

Perantara Pedagang Efek: KEP-42/PM/1993 dari BAPEPAM

Penjamin Emisi Efek: KEP—01/BL/PEE/2010 dari BAPEPAM