Pemberitahuan Ringkasan Risalah Rapat Umum Pemegang Saham Tahunan Tahun Buku 2020 Waskita

waskita

Pemberitahuan Ringkasan Risalah Rapat Umum Pemegang Saham Tahunan Tahun Buku 2020 Waskita

The Board of Directors of PT Waskita Karya (Persero) Tbk (hereinafter reffered to as the “Company”) hereby notify the shareholders of the Company, that the Company has held The Annual General Meeting of Shareholders for the Financial Year of 2020 (hereinafter reffered to as “Meeting”) as follows :

  1. A. The Meeting was held on :
    Day/Date : Friday, April 16th, 2021
    Time : At 14.25 WIB until 16.01 Western Indonesia Time
    Tempat               :         Grand Ballroom Hotel Fairmont Jakarta, Jl. Asia Afrika No. 8, Gelora Bung Karno, Jakarta.Dengan Mata Acara Rapat sebagai berikut :

    1. Approval of the Annual Report of the Company including the Supervisory Task Report of the Board of Commissioners during the Financial Year of 2020 and the Ratification of the Financial Statement of the Financial Year of 2020 as well as Ratification of the Annual Report including Financial Statement of the Partnership and Community Development Program Financial Year of 2020.
    2. Appointment of a Public Accountant Office to audit the Financial Statement of the Company and the Annual Report of the Implementation of the Partnership and Community Development Program for the Financial Year ended on December 31st, 2021.
    3. Determination of the Board of Directors’ salary, the Board of Commissioners’ honorarium and tantiem for Members of the Board of Directors and Members of the Board of Commissioners of the Company.
    4. Approval of Loan and Funding which will be received by the Company from Bank (Conventional Bank and/or Sharia Bank, Non-Bank Financial Institutions, and Public (through Securities other than Equity Securities such as Bond and/or Sharia Bond through public offering or non-public offering) with Government Guarantee based on the provisions of Ministry of Finance Regulation (PMK) Number 211/PMK.08/2020 concerning Procedures for Provision of Government Guarantee for State-Owned Enterprises in The Context of The Implementation of National Economic Recovery Program.
    5. Affirmation of the enforcement of the SOE Ministry Regulation Number PER-11/MBU/11/2020 dated November 23rd, 2020 concerning Management Contract and Annual Management Contract of The Board of Directors of State-Owned Enterprises.
    6. Amendment of the Articles of Association of the Company.
    7. Report on the use of Proceeds of Bonds.
    8. Approval of Changes of the Compositions of the Company’s Management.
  2. Members of the Board of Directors and the Board of Commissioners of the Company who are present at the Meeting are as follows :Board of Directors:
    1. President Director : Destiawan Soewardjono
    2. Director of Finance : Taufik Hendra Kusuma
    3. Director of Human Capital Management & System Development : Hadjar Seti Adji
    4. Director of Business Development & Quality, Safety, Health, and Environment : Fery Hedriyanto
    5. Director of Operation I : Didit Oemar Prihadi
    6. Director of Operation II : Bambang Rianto
    7. Director of Operation III : Gunadi

    Board of Commissioners:

    1. President Commissioner/Independent : Badrodin Haiti
    2. Independent Commissioner : Muradi
    3. Independent Commissioner : Bambang Setyo Wahyudi
    4. Commissioner : Robert Leonard Marbun
    5. Commissioner : Danis Hidayat Sumadilaga
    6. Commissioner : M. Fadjroel Rachman
  3. The Meeting was attended by 10.321.084.013 shares including Series A Dwiwarna Share, which have valid voting rights or equal to approximately 76,04% of the total shares with valid voting rights issued by the Company.
  4. In the Meeting, the opportunity is given to ask questions and/or give opinions related to each Meeting’s agenda, except for the Seventh Agenda because it is only report.
  5. There were 1 shareholder who asked questions concerning the First agenda of the Meeting. Whereas at the other Meeting agenda, no one raised a question and/or gave opinion.
  6. The mechanism of resolution making during the Meeting was as follows :
    • With regards to Article 25 paragraph (15) of the Company’s Articles of Association, resolution making during the meeting were made by deliberation to reach consensus, pursuant to Article 28 of Financial Services Authority Regulation No. 15/POJK.04/2020 concerning the Planning and Implementation of General Meeting of the Shareholders of Public Company, electronic proxy can be given through eASY.KSEI, therefore resolution making during the meeting were made through voting. Resolution were not made on the Seventh Meeting Agenda because it is only report;voting.). Untuk mata acara Rapat Ketujuh tidak diambil keputusan karena sifatnya merupakan laporan;
    • If the Shareholders with valid voting rights wish to abstain (not giving any vote) during the Meeting, thus said Shareholder is considered to vote the same with the majority of Shareholders’ vote.
  7. Voting and percentage of Meeting resolutions from all shares with voting rights who present at the Meeting are :
    Agenda Approve Against Abstain Total Approve Votes
    1st Agenda 10.311.914.713 votes or approximately 99,91% 9.169.300 votes or approximately 0,09% 10.321.084.013 votes or approximately 100,00%
    2nd Agenda 10.297.042.918 votes or approximately 99,77% 14.871.795 votes or approximately 0,14% 9.169.300 votes or approximately 0,09% 10.306.212.218 votes or approximately 99,86%
    3rd Agenda 10.200.489.413 votes or approximately 98,83% 114.647.600 votes or approximately 1,11% 5.947.000 votes or approximately 0,06% 10.206.436.413 votes or approximately 98,89%
    4th Agenda 10.302.507.718 votes or approximately 99,82% 12.629.395 votes or approximately 0,12% 5.946.900 votes or approximately 0,06% 10.308.454.618 votes or approximately 99,88%
    5th Agenda 10.315.136.913 votes or approximately 99,94% 200 votes or approximately 0,000002% 5.946.900 votes or approximately 0,06% 10.321.083.813 votes or approximately 99,99%
    6th Agenda 6th Agenda 9.929.743.547 votes or approximately 96,21% 385.393.466 votes or approximately 3,73% 5.947.000 votes or approximately 0,06% 9.935.690.547 votes or approximately 96,27%
    8th Agenda 9.924.593.047 votes or approximately 96,16% 390.528.566 votes or approximately 3,78% 5.962.400 votes or approximately 0,06% 5.962.400 votes or approximately 0,06%
  8. The Meeting resolutions substantially are as follows :
    Agenda The First Agenda

    1. To approve the Annual Report of the Company including the Supervision Task Report which has been conducted by the Board of Commissioners for the financial year of 2020, and to ratify the Consolidated Financial Statement of the Company for the financial year of 2020 which has been audited by Public Accountant Firm Amir Abadi Jusuf Aryanto, Mawar & Rekan based on Report 00152/2.1030/AU.1/03/0572-3/1/III/2021 dated March 24th, 2021 with the opinion “the accompanying consolidated financial statements present fairly, in all material respects, the consolidated financial position of PT Waskita Karya (Persero) Tbk and its subsidiaries as of December 31st, 2020, and their consolidated financial performance and cash flows for the year then ended, in accordance with Indonesian Financial Accounting Standards”.
    2. To ratify the Annual Report of Partnership and Community Development Program for the financial year of 2020, that has been audited by Public Accountant Firm Amir Abadi Jusuf Aryanto, Mawar & Rekan based on Report Number 0..0174/2.1030/AU.2/12/0572-3/1/III/2021 dated March 29th, 2021 with the opinion “the accompanying financial statements present fairly, in all material respects, the financial position of Partnership and Community Development Program of PT Waskita Karya (Persero) Tbk Dated December 31st, 2020, as well as the activities and cash flows for the year then ended, in accordance with Indonesian Financial Accounting Standards”.
    3. To provide a complete acquittal and discharge (volledig acquit et de charge) to all members of the Board of Directors and the Board of Commissioners for management and supervision actions carried out during the financial year of 2020, to the extent that such actions are not criminal acts, and such actions are reflected in the Annual Report, the Consolidated Financial Statement and the Annual Report of Partnership and Community Development Program of the Company for financial year of 2020.

     

    Agenda The Second Agenda :

    1. To approve the appointment of the Public Accounting Firm (KAP) of Kosasih, Nurdiyaman, Mulyadi, Tjahjo & Rekan (Crowe Indonesia) to conduct audit services on the Consolidated Financial Statements of the Company, Performance Evaluation Audit, and Compliance Audit (PSA 62), and the Financial Statement of Partnerships and Community Development Program (PKBL) for the financial year ended on December 31st, 2021.
    2. To grant the authority to the Board of Commissioners of the Company to determine the amount of audit services fees, to add the required scope of work and other reasonable requirements for the public accounting firm.
    3. To grant the authority and power to the Board of Commissioners by obtaining prior written approval from Series A Dwiwarna Shareholder to determine the substitute of Public Accountant Firm in case of Public Accounting Firm (KAP) of Kosasih, Nurdiyaman, Mulyadi, Tjahjo & Rekan (Crowe Indonesia) due to any reason can not complete the audit of Consolidated Financial Statements of the Company and the Financial Statement of the Company's Partnership and Community Development Program (PKBL) for the Financial Year of 2021, including the determination of the amount of audit services fees and the other requirements for said substitute of Public Accountant Firm.

     

    Agenda The Third Agenda :

    1. To grant the authority and power of attorney to Series A Dwiwarna Shareholder to determine the amount of tantiem for the Financial Year of 2020, and to determine the honorarium, benefits, facilities, and other incentives for members of the Board of Commissioners for Year of 2021.
    2. To grant the authority and power of attorney to the Board of Commissioners by obtaining prior written approval from Series A Dwiwarna Shareholder to determine the amount of tantiem for the Financial Year of 2020, and determine salaries, benefits, facilities, and other incentives for the Board of Directors for Year of 2021.

     

    Agenda The Forth Agenda :

    To Approve :

    1. Receipt of medium/long-term loans (conventional and/or sharia), which transaction valued of more than 50% of the Company’s net assets in 1 transaction or more, either related or separate transactions, in terms of obtaining facilities which will be received by the Company from Bank and Non-Bank Financial Institutions;
    2. Issuance of bonds and/or sukuk through public offering or without public offering;

    with guarantee given to and on behalf of the Government, either directly or through business entity appointed as guarantor (“Government Guarantee”) to meet the requirements of Government Guarantee as stipulated in Ministry of Finance Regulation (PMK) Number 211/PMK.08/2020 concerning Procedures for Provision of Government Guarantee for State-Owned Enterprises in The Context of The Implementation of National Economic Recovery Program.

     

    Agenda The Fifth Agenda :

    Affirm the enforcement of the SOE Ministry Regulation PER-11/MBU/11/2020 concerning concerning Management Contract and Annual Management Contract of The Board of Directors of State-Owned Enterprises.

     

    Agenda The Sixth Agenda :

    1. To approve the amendment of several provisions in the Company’s Article of Association including the adjustment of Indonesia Financial Service Authority Regulation Number 14/POJK.04/2019 concerning Amendment of Indonesia Financial Service Authority Regulation Number 32/POJK.04/2015 concerning Capital Increase in Public Companies with Rights Issue, Indonesia Financial Service Authority Regulation Number 15/POJK.04/2020 concerning Arrangement and Implementation of General Meeting of Shareholders of Public Company, and Indonesia Financial Service Authority Regulation Number 16/POJK.04/2020 concerning Implementation of Electronic General Meeting of Shareholders with amendment included in the matrix as presented in the Meeting.
    2. To approve to re-arrange all provisions in the Articles of Association in connection with said amendment.
    3. To grant the power and authority to the Board of Directors with the right of substitution to take all necessary actions related to the resolution of the agenda of the Meeting, including to draft and to restate all Articles of Association in a Notary deed and to submit to the competent authority to obtain approval and/or receipt of notification regarding amendments of the Articles of Association of the Company, and to conduct all neccesary and useful actions for such purpose and nothing being excluded, including to make additions and/or changes in the amendment to the Articles of Association if it is required by the competent authority.

     

    The Seventh Agenda ::

    The seventh agenda is a report, thereby resolution was not made. The Board of Directors of the Company submitted a realization report of the utilization of proceeds from Shelf Public Offering of Bonds as required by Article 6 paragraph (1) and paragraph (2) of Financial Services Authority Regulation No. 30/POJK.04/2015 concerning Realization Report on the Utilization of Funds from Public Offering, for Bond Shelf Public Offering IV Phase I of 2020.

     

    The Eighth Agenda :

    1. To affirm the dismissal of Mr. Viktor S. Sirait as the Company’s Independent Commissioner who was appointed respectively by the GMS resolution for the financial year of 2019 effective as of February 18th, 2021, with gratitude for the given contribution of works and insights while serving as the Company’s Independent Commissioner.
    2. To dismiss with respect of the following names as the Company’s members of the Board of Commissioners :
      • Mr. Badrodin Haiti as President Commissioner/Independent;
      • Mr. Danis Hidayat Sumadilaga as Commissioner;

    who were appointed respectively by the EGMS resolution of 2016 jo. GMS resolution for the financial year of 2019 as the the closing of this Meeting, with gratitude for the given contribution of works and insights while serving as a Member of Board of Commissioner of the Company.

    1. To appoint the following names as the Company’s members of the Board of Commissioners:
      • Mr. Badrodin Haiti as President Commissioner/Independent;
      • Mr. Ahmad Erani Yustika as Commissioner;
      • Mr. T. Iskandar as Commissioner.
    1. To dismiss with respect of the following names as the Company’s members of the Board of Directors :
      • Mr. Didit Oemar Prihadi as Director of Operation I;
      • Mr. Fery Hendriyanto as Director of Business Development and Quality, Safety, Health & Environment;

    who were appointed respectively by the GMS resolution for the financial year of 2017 and GMS resolution for the financial year of 2017 jo. GMS resolution for the financial year of 2018 as of the closing of this Meeting, with gratitude for the given contribution of works and insights while serving as a Member of Board of Commissioners of the Company.

    1. To change the nomenclature of the Director of the Company, from formerly Director of Finance to become Director of Finance and Risk Management.
    2. To transfer the assignment of Mr. Taufik Hendra Kusuma who was appointed by the Extraordinary GMS resolution year of 2019 from formerly Director of Finance to become Director of Finance and Risk Management, with term of office by continuing the remaining term of the tenure pursuant to GMS Resolution at the time of the appointment.
    3. To appoint the following names as the Company’s members of the Board of Directors :
      • Mr. I Ketut Pasek Senjaya Putra as Director of Operation I;
      • Mrs. Luki Theta Handayani as Director of Business Development and Quality, Safety, Health & Environment.
    1. The termination of the appointed Board of Directors and Board of Commissioners' members as referred in number 3 and number 7 are in accordance with the provisions of the Articles of Association pursuant to the prevailing laws and regulations in the Capital Market and without reducing the GMS's right to terminate them at any time.
    2. With the dismissal affirmation, dismissal, nomenclature changes, assignment transfer and appointment of the Board of Commissioners’ Members and Board of Directors' Members, as referred in number 1, number 2, number 3, number 4, number 5, number 6, and number 7, the structure of the Company’s Management are as follows :

    a. Board of Commissioners

    1. President Commissioner/Independent : Badrodin Haiti
    2. Commissioner : Robert Leonard Marbun
    3. Commissioner : M. Fadjroel Rachman
    4. Commissioner : Ahmad Erani Yustika
    5. Commissioner : T. Iskandar
    6. Independent Commissioner : Muradi
    7. Independent Commissioner : Bambang Setyo Wahyudi

    b. Board of Directors

    1. President Director : Destiawan Soewardjono
    2. Director of Operation I : I Ketut Pasek Senjaya Putra
    3. Director of Operation II : Bambang Rianto
    4. Director of Operation III : Gunadi
    5. Director of Human Capital Management System Development : Hadjar Seti Adji
    6. Director of Finance and Risk Management : Taufik Hendra Kusuma
    7. Director of Business Development & Quality, Safety, Health, and Environment   : Luki Theta Handayani

     

    1. The appointed members of the Board of Directors and the Board of Commissioners as referred in number 3 and number 7, if they still hold other positions that are prohibited under prevailing laws and regulations to be held by the Board of Directors and the Board of Commissioners of State-Owned Enterprises, the concerning person shall resign or be dismissed from his/her position.
    2. To grant the power of attorney with the right of substitution to the Board of Directors of the Company to state the Meeting's resolution in the form of a Notary deed and to appear before a Notary or authorized officer, and to make adjustments or necessary amendments if required by the authorized officer for the purpose of implementing the Meeting resolution.

     

    Jakarta, 20 April 2021

    The Board of Directors

    BOARD OF DIRECTORS

Waskita Karya

Waskita Karya

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