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Whistleblowing System Charter



PT Visi Media Asia Tbk ( “VIVA” or the “Company”) has proclaim for each personnel of VIVA to constantly apply the principles of Good Corporate Governance in a consistent and continuous manner within the implementation of the Company’s working business process in order to create a healthy and accountable situation. The Company is requires to continue in running a transparent and accountable business, and always comply with the laws and regulations applied to the Company in undertaking its business activities.

The violations against the principles of Good Corporate Governance, Guidelines of Corporate Ethics (Code of Conduct), and the prevailing laws and regulations, are certain matters that should be avoided by all personnel of VIVA. As one of the manifestation of its commitment in upholding the principles of Good Corporate Governance, the Company has set and implemented this Whistleblowing System, for the purpose of giving opportunities to all personnel of VIVA and the entire stakeholders of the Company to be able to report on any alleged violations against the principles of Good Corporate Governance and Guidance of Corporate Ethics (Code of Conduct), where such report shall be supported by accountable evidences and carried out in good faith for the benefit and good of the Company.

Whistleblowing System is professionally managed by a committee, called the Whistleblowing Committee, where its existent is expected to prevent or detect any potential violations within the Company.

The regulation and implementation of this Whistleblowing System shall be socialized and continuously evaluated and refined from time to time in accordance with the business growth and demands of the Company.


1. The Confidentiality

The Company protects the confidentiality of the good faith complainant’s identity including all of the contents of the report and all of the data associated with the report received through the Whistleblowing System.

2. Non Discrimination

Each of VIVA personnel could report violations committed by other VIVA personnel which occurring within the Company’s premises, in accordance with the form of violations that could be reported through the Whistleblowing System.

3. Protection

The Company provides full protection towards the employment, physical, remuneration and working facilities of the good faith Complainant. The Protection as to the Complainant shall also be given to each party who assist in providing additional information relating to the said Complaints/ Disclosure.


1. To reveal issues that run contrary to Company’s Code of Conduct; thus causing VIVA personnel to be reluctant to commit violations;

2. As a basis for dealing with violation reports in the Company’s premises to ensure the early warning system is in place and that there is an effective resolution mechanism, before it becomes a negative publicity or becomes a legal issue;

3. Promote a positive image of the Company as an accountable entity.


1. Conflict Of Interest means situation or condition where VIVA personnel who attributed with power and authority have or suspected having a personal/certain group interest upon the using of their power and authority, thus affected their supposedly quality and performance;

2. External Investigator, means an external party appointed by the Company to conduct the investigations specifically to any Complaints/Disclosures against alleged violations within the Company;

3. Gratification, means the activity of giving and/or receiving gifts/souvenirs and entertainment, either received inside the country or abroad, and carried out using any facilities, which conducted by VIVA personnel associated with their authority/position in the Company, thus it may create Conflict of Interest which affects their independency, objectivity and professionalism;

4. Preliminary indications means the information obtained from the existence of a Complaints/ Disclosure, which contains the following matters: issues, the involved party, the form and basic losses, time and place of the occurrence;

5. VIVA Personnel means the Board of Commissioners, Board of Directors and all employees of VIVA, including employees who are assigned to the subsidiaries of the Company, as well as other personnel who work directly for and on behalf of the Company;

6. Investigation means series of activities conducted by the Investigation Team and/or the Whistleblowing Committee to locate the evidences related to the violations conducted by the Reported Party, submitted by the Complainant through Whistleblowing System.

7. Whistleblowing Committee means a committee set up specifically to carry out the management of the Whistleblowing System within the Company’s premises, including conducted the preliminary evaluation for every Complaint/Disclosure of the violations. The Committee is responsible directly to the Board of Directors.

8. Complainant means VIVA Personnel and other Stakeholders.

9. Complaint / Disclosure means an act(s) of reporting or disclose an unlawful acts, unethical or other actions that may adversely affect the Company financially and/or damaging the Company’s corporate image.

10. The Company means PT Visi Media Asia Tbk.”

11. Whistleblowing System means a system that manages confidentially for any Complaint/ Disclosure regarding unlawful act(s), unethical or other act(s) that occurred in the Company’s premises which could harm the Company financially and/or could damage Company’s reputation and/or corporate image.

12. Reported Party means VIVA personnel and partners who conduct the violations.”

13. Investigation Team means a team who performs the task of collecting data/evidences in relation to the existence of Complaints/Disclosure of violations in the Company’s premises. The mentioned Investigation Team are Internal Audit Unit and/or External Investigator.



Whistleblowing System is a system that manages Complaint/Disclosure in relation to the unlawful act(s), unethical act(s)/improperly in secret, anonymous and independent, which utilized to optimize the role of every VIVA Personnel and others in revealing the violations that occurred in the Company’s premises. Whistleblowing System is put to use when Complaints/Disclosure is considered ineffective to be distributed through formal path (through direct superior or follow-up by the related function system).

Scope of the Complaint/Disclosure that shall be considered as a reporting of violations are acts that could harm financially, as well as corporate image, reputation, among others:

1. Deviation from the Guidance of Corporate Ethics (Code of Conduct) and the prevailing laws and regulations;

2. Abuse of office position for other interests outside the Company;

3. Extortion and/or fraudulent;”

4. Conflict of Interest in transaction; and/or

5. Bribery/Gratification.


Every Complaint/Disclosure undertaken by the Complainant should pay careful attention to the following matters:

1. Complainants are required to provide an accountable Preliminary Indication, covering:

a. The Reported Violations, including the amount of loss (if it can be determined) and 1 (one) Complaints/Disclosure should be only for one (1) violation, so that the treatment will be more focused;

b. The Parties Involved means someone who should be accountable for the said violations, including witnesses and parties that benefits or the parties that losses due to the violations;

c. The location of the Violation, which includes the name and the place of the occurred violations;

d. Time of the Violation, means the time period of the violations that includes day, week, month, year or certain date when the violation occurred; and

e. Chronological of the Violation, is how the violation occurred and whether there is any supporting evidences of the violation and whether the violation ever happened in the past.

2. to accelerate and simplify the follow-up process of the Complaint/Disclosure, the Complainant encouraged to provide information about their personal data, at the least containing the address / phone number / phone / fax / email that can be reached.


1. The confidentiality of the Complainant Identity is guaranteed by the Company.

2. The Company guaranties a protection against all forms of threats, intimidation, or unpleasant act(s) from any party as along as the Complainant may maintain the confidentiality of the reported violation to any party.

3. The protection to the Complainant also applied to the parties who conduct the investigation as well as the party who provide additional information related to the said Complaint/Disclosure.


1. Complaint/Disclosure towards any violations committed by and/or related to the Whistleblowing Committee and the Investigation Team, shall be followed up by the Board of Directors.

2. Complaints/Disclosure towards any violations committed by and/or related to the Board of Directors shall be followed up by the Board of Commissioners.

3. Complaints/Disclosure towards any violations committed by and/or related to the Board of Commissioners shall be followed up by the Board of Directors.


Whistleblowing Committee shall set reports periodically to the Board of Directors, every 3 (three) months, submitted no later than the second week of the following month, which includes the number of Complaint/Disclosure, the category of the Complaint/Disclosure as well as the media used by the Complainant and the presentation.


Complainant presents the Complaint/Disclosure of the violation to the Whistleblowing Committee through facilities/media of telephone, website and fax of the Company, until the facilities/media that specifically designed for the said management of Whistleblowing System are available.


1. The administrative manager of the Whistleblowing System receive and filter every received Complaint/Disclosure reports, and examine whether there are any Preliminary Indication or it is in accordance with the criteria of the Whistleblowing System reports and able to be followed up? If YES Complaint/Disclosure reports will be forwarded to the Whistleblowing Committee, if NOT the process of Whistleblowing System is complete.

2. Whistleblowing Committee upon receiving the reports from the administrative manager of the Whistleblowing System immediately conducts a preliminary investigation over the Complaint/ Disclosure. The results of the preliminary investigation shall be immediately reported to the Board of Directors.

3. Based on the results of the preliminary investigation report by the Whistleblowing Committee, the Board of Directors established a recommendation whether there will be further investigation by the Investigation Team (Internal Audit Unit and/or External Investigator), and report the decision to the Board of Commissioners (if deemed necessary).

4. The appointed Investigation Team (Internal Audit Unit and/or the External Investigator) is undertake a further investigation towards the Complaint/Disclosure and report the results to the Board of Directors.

5. Based on the advanced investigative report by an Investigation Team, the Board of Directors shall establish a recommendation for the further action. If the Complaint/Disclosure is not proven, hence the Complaint/Disclosure reports shall be closed. If the Complaint/Disclosure is proven and/or requires a follow-up, then the party shall be liable to sanction in accordance with the applicable regulations, and/or forwarded to the investigating authorities for further proceedings in accordance with prevailing laws and regulations.

6. The whole process of investigation regarding the Complaint/Disclosure shall be set forth in the Minutes and the whole process of Whistleblowing System shall be well documented and reliable (accountable).


The form of sanctions towards the Reported Party who has been proven in conducting violation shall be determined in accordance with the applied rules and regulations of the Company.


NO Member Position
1 Corporate Secretary Chairman and member
2 Head of Internal Audit Chairman and member
3 Head of Legal Division Member
4 Head of Human Resources Division Member
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