CODE OF ETHICS PT VISI MEDIA ASIA TBK (“Company”)
1. Purpose and Objective
This Code of Ethics constructed in order to strengthen the good corporate governance as it was mandated on the Financial Service Authority Regulation No. 21/POJK.04/2015 on the Implementation of Corporate Governance Guideline for Public Companies (“POJK No.21/2015”).
2. Corporate Culture
The Code of Ethics is a set of corporate governance practices that explain the values and standards of business practice carried by the Company and shall be the benchmark for every individual within the Company, as well as explain to all stakeholders regarding how the company runs its business, therefore will help to shape the corporate culture which uphold the good behavior.
3. Code of Ethics Implementation
The cooperation and participation of the Board of Directors, the Board of Commissioners and all personnel of the Company to implement the Code of Ethics is the major key to the success in the implementation of this Code of Ethics. This Code of Ethics applies to all individuals within the Company.
4. Dissemination and Enforcement Code of Ethics
Code of Ethics disseminated to all personnel to be understood and implemented. Violations of this Code of Ethics will be penalized up to termination of employment.
II. WORK ETHICS
Work Ethics is a system of values embraced by every personnel of the Company on how they act, behave and relate to the other personnel within the Company. Work ethics applies to the Board of Commissioners, Board of Directors and all personnel of the Company. In principle Code of Ethics includes:
a. The behavior of the employees in the Company:
- Being a good employee of the Company in compliance with internal Company policies, regulations and the prevailing laws;
- Use and develop the employees potential optimally for the benefit of the Company;
- Creating a conducive work environment and together build a good work culture;
- Maintain the good reputation of the Company in attitude and behavior, both outside and inside the Company.
b. The behavior of the employees in relation to the Company’s Confidential Information.
Confidential Information the Company is a document and / or strategic information that is created and / or acquired by the Company which should not be disclosed and given to the outside parties, including but not limited to:
- The financial statements and / or material transactions that have not been disclosed to the public;
- Company strategic plan;
- Information bound by confidentiality agreements;
- Company projects that are still in the development stage;
- The uniqueness of the technology;
- Material Information that has not been available to the public. For the avoidance of doubt, the definition of material information is an important and relevant information that can affect the price of securities of the Company/investor's decision to buy or sell securities of the Company; and
- Other information that is considered confidential by the Company.
Company Confidential information obtained by the Company's employees must remain confidential until five years after ending his/her term of office at the Company.
c. Employee relations as a superior / subordinate in the Company:
- Superiors act as role models, steering and supervising subordinates;
- Subordinates pro-actively develop themselves and express its potential under the direction and guidance of their superiors;
- Mutual acceptance, respect and maintain cooperation in an atmosphere of openness based on sincerity and good faith.
d. Relationships among employees:
- Mutual respect, encouragement and maintain cooperation in carrying out their duties and responsibilities respectively;
- Increase the transparency and integrity and build an abundance mentality in a harmonious relationship as an employee of the Company.
e. Complain Reports and Ethical Issues
Each element in the Company is responsible for maintaining ethical standards that apply to the Company. Employees are expected to carry out the work entrusted with full dedication, awareness and responsibility to meet the standards of ethics as a major element in any process of work in the Company. The Code of Ethics is intended as a general guideline in the process of work, but in the case of employees feel unsure about what to act in certain situations, it is advisable to seek guidance and additional information from their superiors or the HR Manager of the Company. In the situations where employees suspect any violations of laws, rules or regulations of the Company, the employee must immediately convey his suspicions to superiors, HR Manager or by whistleblowing system that applied to the Company.
f. Conflict of Interest
Board of Commissioners, Board of Directors, and all personnel of the Company are obliged to refrain from activities and or interests that may lead to conflicts of interest in the implementation of their responsibilities to the Company. In this regard, the Company shall rely on the commitment of the Board of Commissioners, Board of Directors and all personnel of the Company to uphold the ethical standards by behaving professionally. Each business unit of Subsidiary of the Company is possible to have a policy of its own in anticipation of conflict of interest in the said business unit.
III. RELATIONSHIP BETWEEN COMPANY AND EMPLOYEES
1. Justice and Equality
Company committed to the application of the employees’ relationship that is equitable and just. Employee development plans is always based on talent and performance. Company together with employees must create and provide a productive, innovative, fair and fun work climate for the success of the organization and also for career growth capability and welfare of all employees. The Company will also give awards to the outstanding employees.
The diverse backgrounds of employees are critical to achieving the vision and mission of the Company. The company is committed to supporting the practices of non-discrimination and the Company provides equal opportunities regardless of seniority, gender, ethnicity, religion, race and groups with regard competence and performance.
The Company prohibits any form of harassment or intimidation, whether committed by or against supervisors, co-workers, customers, vendors, or guests. Discrimination and harassment, whether based on race, sex, color, religion, national origin, citizenship, age, disability, or social and economic status, is contrary with the corporate culture.
3. Health and Safety
The Company must keep and maintain a healthy and productive and free from the influence of drugs and alcohol work environment. The Company will always pay attention and maintain a work environment that meets health and safety standards in accordance with Law No. 13 Year 2003 on Manpower. The Company will continue to build an atmosphere of openness and two-way communication with employees.
IV. BUSINESS ETHICS
Business Ethics is a reference for the Company in dealing with the environment, both internal and external environments
1. Relationship with Customers
The principles in interacting with customers:
a. The Company respects the rights of the customers in accordance with the applicable laws and regulations;
b. The Company through Subsidiaries are committed to the products / services offered in accordance with the applicable standards;
c. The Company (including Board of Commissioners, Board of Directors and all personnel) are not allowed to give or receive rewards or gifts (substantial) from customers that can influence the decision-making;
d. The Company keeps confidential customer information;
e. The Company refers to the ethics of advertising and the prevailing laws.
2. Relationship with Business Partners (principal, distributors, dealers and suppliers)
Principles in cooperation with business partners:
a. On the basis of equality and mutual trust that is based on fairness and social responsibility and not ethnicity, religion, race and inter-group;
b. Comply with the prevailing laws and regulations;
c. Board of Commissioners, Board of Directors and all personnel must avoid conflicts of interest;
d. All the agreements set forth in a written document which is based on good faith and mutual benefit;
e. The selection of business partners are based on professionalism, as well as based on the best price, quality, availability, terms and conditions. In an agreement with business partners, transactions and prices should be based on wise market practice;
f. Seeks to empower small and medium business partners;
g. Company (including Board of Commissioners, Board of Directors and employees) are not allowed to give to or receive rewards or gifts (substantial) from business partners that may influence the decision.
3. Relationship with the Government
The Company always tries to establish a harmonious, constructive and mutual respect interaction both with central and local government. Ethical behavior expected in dealing with regulators, namely:
a. Maintain good relationships and communication with the Government as the regulator to develop a healthy, competitive business climate and maintain the competitiveness of the national economy;
b. Meet all the requirements of business and professional licenses and permits in accordance with the compliance to the prevailing laws principle.
Principle in dealing with the Government:
a. Giving and receiving any form of bribery is a serious violation. This applies to all forms of secret payments without any exceptions who are the recipients.
b. Giving or offering money, fee, commission, credit, gifts, precious objects, or compensation of any kind, directly or indirectly, to government agencies, officials, contractors or subcontractors to obtain a contract or special treatment is a matter that is strictly forbidden.
c. Giving or offering money, fee, commission, credit, gifts, precious objects, or compensation of any kind, directly or indirectly, to the other institutions that ask for donations for no apparent reason is forbidden.
d. Employees who accept the offer or proposal to make or receive any form of payment or gratification shall be immediately reported via the whistleblowing system mechanism adopted by the Company.
4. Relationships with the Affiliated Companies
Affiliated companies are companies that have ownership links with the Company, either directly or indirectly. Together with and among affiliated companies, the Company establishes cooperation to synergies in various business and social activities both at the main and branch offices in accordance with the prevailing laws and regulations in order to achieve operational efficiency.
5. Relationships with the Shareholders
The principle in interacting with shareholders:
a. The Company treats shareholders equally, including in providing accurate information in accordance with the Company Communications Policy, and punctual in accordance with the Articles of Association and the prevailing laws and regulations;
b. The Company seeks to provide optimal performance and maintain a good reputation to increase the shareholders’ value.
6. Prevention of Insider Trading Policy (Insider Trading)
As affirmed in the Code of Ethics, all the components in the Company is obligated to maintain the confidentiality of data and/or confidential information/non-public, and shared duties and responsibility for managing the information referred proportionately and efficiently. The Company expressly prohibits where a person who has inside information and uses that information to trade that could jeopardize a fair market price mechanism and efficient.
7. The Fulfillment of Creditor's Rights Policy
The Company continues to carry out its responsibility to its Creditors. Company considers and measures its ability to meet creditors' rights before making the loan to the Creditor. The purpose of this policy is to safeguard the fulfillment of the rights and maintain the trust of creditors towards the Company. The Company has consideration in making agreements with the creditor as the basis for the accomplishment for the fulfillment of rights and obligations of the Company and the Creditor.
In the event that the Company made a loan agreement with the Creditor, the Company has the right and obligation as follows:
i. Rights of the Company are:
a. Getting a loan as it has been agreed with the creditor;
b. Obtaining data / information related to the recording of the actual use of the credit facility and payment obligations that have been undertaken by the Company;
c. Received services from Creditors as it has been agreed;
d. Raise an objection in relation to the loan interest and provision calculation to the Creditors in the event of a discrepancy between the calculation of the Creditor and the Company; and
e. Retrieve the original documents which were pledged as collateral/ collateral loan.
ii. Obligations of the Company are:
a. Make payments of the principal, interest and / or provision to creditors on time;
b. Provide transparent, accurate, and timely information either on demand and upon the use of loan;
c. Maintain a healthy financial ratios (current ratio, DER, Debt to Service Ratio) in accordance with the ratio agreed with the creditor;
d. Putting the settlement of all obligations arising from the realization of the loan above the interests of the subsidiary;
e. Delivering the annual audited financial statements in accordance with the provisions of the applicable laws and regulation;
f. Using the loan in accordance with the user's purpose in credit agreement;
g. Notify the Creditor in case of change of composition of management and / or shareholders of the Company;
h. Informing Creditors in relation to dividend distribution to shareholders of the Company;
i. Delivering a copy of the deed of amendment of the Company if there is any change; or
j. Not bind itself as a guarantor of debt or encumber assets of the Company to other parties, unless upon authorization of the Creditor.
The company can act as guarantor in accordance with the terms specified in the Articles of Association of the Company. The assurance of Company must first obtain a written consent from the Board of Commissioners and the approval of the General Meeting of Shareholders when the value exceeds 50% of the net assets of the Company.