PT Bintang Mitra Semestaraya Tbk (“the Company”) was established on November 16, 1989 based on Notarial Deed No. 240 of Mrs Siti Pertiwi Henny Shidki, S.H., which had been amended by Notarial Deed No. 246 dated May 31, 1991 by the same Notary regarding the change of name from PT Bintang Mahkota Semestaraya into PT Bintang Mitra Semestaraya. The Deed of Establishment and its amendments had been approved by the Minister of Justice of the Republic of Indonesia in the Decree No. C2-4423. HT.01.01.TH.95 dated April 17, 1995 and had been published in the state gazette of the Republic of Indonesia dated September 19, 1997 No. 75, Supplement No. 4209.
The Company's Articles of Association have been amended several times. In 2008, amendments included by Notarial Deed No. 10 of Fathiah Helmi, S.H., dated September 17, 2008 which, among other things, the increase of issued and paid-up capital of the Company and approval of changes in the Company's Articles of Association to conform with the regulations of the Capital Market Supervisory Agency and Financial Institutions (BAPEPAM-LK) No. IX.J.1. regarding the Company's Articles of Association Fundamentals for Public Offering of Equity Securities and Public Companies, which has obtained certificate of receipt of notice from the Minister of Law and Human Rights of the Republic of Indonesia in accordance with the Letter of Acceptance Notice of Amendment of Articles of Association No. AHU-AH.01.10-25241 dated December 15, 2008 and has been registered in the Company Code No. AHU-0121799.AH.01.09 in 2008 exactly on December 15, 2008.
Based on Notarial Deed No.8 dated June 5, 2015 of Lies Herminingsih, SH shareholders agreed the changes of Company's data (including changes in Board of Commissioners and Directors) and changes of Article of Association, which has been received and recorded by the Minister of Law and Human Rights of the Republik of Indonesia in its letter No AHU-AH.01.03-0951463 dan No AHU-AH.01.03-0951464 dated June 29, 2015.
Initially, the Company was established and engaged in real estate construction with various business from modest to middle class housing estate, including construction of commercial building.
In 1997, the Company started its real estate business through investment in PT Laksayuda Abadi in the construction of Brawijaya Apartment located in Blok P, Kebayoran Baru, Jakarta. In 1999, the Company invested in PT Sinar Kompas Utama developing modest real estate named Kompas Indah located in Tambun, Bekasi, West Java. In the same year, the Company also invested in PT Ristia Bintang Mahkotasejati Tbk (RBMS), a public company, developing a middle class real estate named Bintang Metropol in Bekasi, West Java and Mahkota Simprug in Ciledug. In mid 1999, the Company invested in PT Alvita Sunta which is also engaged in real estate business.
Along with the Company business diversification, in the 3rd quarter of 2008, the Company divested several non-prospective subsidiaries and associate companies engaged in real estate business such as PT Sinar Kompas Utama, PT Laksayudha Abadi, and PT Alvita Sunta.
On December 5, 2008, the Company entered into a Distribution Agreement with PT Sulfindo Adiusaha, one of the largest chemical producers in Indonesia, as Main Distributor to market and sell chemical products in Indonesia. The phemical products are Caustic Soda (NaOH) Liquid, Caustic Soda (NaOH) Flake, Poly Vinyl Chloride (PVC), Hydrochloric Acid (HCL), Sodium Hypochlorite (NaOCI), Sulfuric Acid, dan Ethylene Dichloride (EDC). The Company’s performance as Main Distributor has shown a remarkable result, reflecting the management and all employees effort supported by good relationship with the producer and customers.
In the mid 2009, the Company made a major diversification by investing in oil companies such as PT Retco Prima Energi (RPE) operating in Blok Tanjung Miring Timur, Prabumulih, South Sumatera with total area of 61.61 km², PT Binatek Reka Kruh (BRK), operating in Lapangan Minyak Kruh, Pendopo, South Sumatera with total area of 258.10 km², PT Indama Putera Kayapratama (IPK) located in Lapangan Minyak Kaya, Pendopo, South Sumatera with total area of 78.71 km², and Bittlestone Capital Inc which investing in shares portofolio in oil and gas companies such as Kulczyk Oil Ventures Inc. (Canada), ESK Ltd (British Virgin Island), and Triton Petroleum Pte. Ltd. (Singapore), with various projects in Brunei, Syria, and Ukraine..
After undergoing a thorough evaluation and considering the result of technical review and analysis on the “Subsurface Study of TAC Kaya” 2010 conducted by PT LAPI ITB with respect to Kaya oil field owned by IPK, the subsidiary, the Company was being faced to the facts that Kaya oil field is having complexity and high risk to be developed and exploited which is potentially becoming uneconomical and unprofitable. As the result, the Company made a strategic decision by signing the Sale and Purchase Agreement with PT Bukit Apit Persada, a third party, to sell the entire 108,845 shares of IPK with the transaction value amounting to USD 1,050,000 whereby this agreement has been recorded on the deed of sale and purchase shares No. 77 dated March 16, 2011 of Suwarni Sukiman, SH., notary in Jakarta. Such sales have been publicly disclosed in the newspaper on March 18, 2011.
On December 2, 2011 the Company sold the entire 62,663,875 shares in PT Ristia Bintang Mahkotasejati Tbk. (“RBMS”) or 19.18% ownership with the transaction value amounting to IDR 5,514,421,000. The Company incurred realized loss on investment amounting to IDR 24,501,575,125.
By reason of business consideration,
local and global market condition of oil and gas (1) 20 June 2011 the
subsidiary, PT Retco Prima Energy sold their 30% interest in TAC
Pertamina to Goldwater TMT PTE LTD, (2) 3 July 2014 the subsidiary, PT
Binatek Reka Kruh transferred their participating interest in TAC
Pertamina to PT Green World Nusantara. Bintang Mitra Semestaraya BMSR
PT Bintang Mitra Semestaraya Tbk is trading company and investment in subsidiaries. Initially, PT Bintang Mitra Semestaraya Tbk was established and engaged in real estate construction with various business from modest to middle class housing estate, including construction of commercial building.
In 2008 the PT Bintang Mitra Semestaraya Tbk entered into a Distribution Agreement with PT Sulfindo Adiusaha, one of the largest chemical producers in Indonesia, as Main Distributor to market and sell chemical products in Indonesia. The sales of these chemical products cover a wider range of areas spreading in Jabotabek, West Java, Central Java, East Java, most areas of Sumatra and Bontang (East Kalimantan).
In 2009 PT Bintang Mitra Semestaraya Tbk made a major diversification by investing in oil and gas companies.
PT Bintang Mitra Semestaraya Tbk which head office in Jakarta has 4 branches in Bandung, Semarang, Surabaya and Medan.
Public Accountant of PT Bintang Mitra Semestaraya Tbk is Hendrawinata
Eddy Siddharta & Tanzil which address at Office Park 18 Tower A,
20th Floor, Jl. TB Simatupang No.18 Pasar Minggu, Jakarta 12520. While
Bureau of Securities Administration is PT Adimitra Jasa Korpora which
address at Kirana Boutique Office, Jl. Kirana Avenue III Blok F3 No.5,
Kelapa Gading - Jakarta Utara. Bintang Mitra Semestaraya BMSR
Vision
To become an excellent company in the global market by building long term relationship and trust with customers and principal, supported by broad business and marketing network through professional management.
Mission
- Enhancing shareholders investment value.
- Committed to develop professional and highly integrated human resources.
- Committed to apply good corporate governance principles. Bintang Mitra Semestaraya BMSR
Corporate Governance is one strategic factor in the Company's efforts to constantly improve the value for shareholders and other stakeholders as well as sustainable growth. The Company is very concerned of basic principles and implementation of good corporate governance as a form of responsibility to the Company's shareholders. Building trust throughout the Company's stockholders is required in order to achieve the vision, mission and objectives of the Company, as well as the smooth operations of the Company. The Company has begun implementing these principles gradually and consistently based on transparency, accountability and integrity, to present correct information and timely information by the Company to the parties concerned.
Good corporate governance ensures that companies comply with all applicable laws and regulations concerning the capital market, and public company sectors associated with the business carried on by the Company. Historically, the Company upholds accountability and management responsibility. The Company continues to refine and draft guidelines for implementation of policies and guidelines of corporate governance as well.
Guidelines
Board of Commissioners
The Board of Commissioners is in charge and responsible for supervising the Company business activities managed by the directors. Commissioners also provide input and advice that is considered important to the directors on the implementation of the Company operations in general, thereby achieved a balance between the planning function with operational control functions of the Company.
The Board of Commissioners currently consists of two commissioners. One commissioner is an independent commissioner who does not have a relationship with the Company ownership in any form and serve as Chairman of Audit Committe. The Company needs an independent commissioner to help oversee the company apart from the assignment as commissioner set out in the Articles of Association.
Board of Directors
The directors of the Company has main responsibility as follows :
- To manage all day-to-day operations of the Company which cover business activities, financial management, human resources, business development and project delivery, risk management, implementation of Good Corporate Governance principles and corporate social responsibility program.
- To ensure the implementation of day-to-day operations of the Company to achieve operational and financial targets that have been set to provide added value to stakeholders.
- To ensure implementation of internal audit functions and actions related to internal audit findings.
The Board of Directors performs the function of planning and implementing the Company operations and to develop the strategies and business policies in accordance with the Company’s business objectives. The business strategy outlined in the short and medium term of strategic plan is assessed each year in the annual budget meeting. The Board of Directors also performs the function of controlling the operations and continues to strive for improving the effectiveness and efficiency for evaluation of the Company’s performance.
Corporate Secretary
Corporate Secretary was formed by Bapepam & LK. Regulation No. IX.I.4. Currently Company's Corporate Secretary is Odhor Rita Rosmawati.
Company Secretary serves to oversee and ensure that the Company has complied with the provisions of capital market regulation, the article of association of the Company and any other regulations, as well as acting as a liaison between the Company and its shareholders, institutions and capital market authority and other parties. Other duties as coordinator in preparing corporate event that will be undertaken by the Company and is also responsible for organizing the General Meeting of Shareholders. Bintang Mitra Semestaraya BMSR
Internal audit assists the Board of Directors in implementing internal control function, conducts an independent assessment of all activities with the aim to add value and improve operational efficiency, supports the policy of the Board of Directors in order to achieve corporate objectives with respect to efficiency and operational effectiveness, and evaluate the adequacy and management functions risk, internal control and corporate governance processes (Good Corporate Governance).
In performing its duties, internal audit framework is based on the Internal Audit Charter governing the functioning of the internal audit activity. Internal audit communicate and meet regularly with the directors, commissioners and the audit committee.
Internal audit checks and evaluates the
implementation of the internal control system and risk control through
the application of risk management, and provides advice to the
management to take necessary action to minimize the potential risks that
may occur. The internal audit supports efficiency and effectiveness of
the Company's management to conduct inspections and assessments in the
areas of finance, accounting, operations, human resources, marketing,
information technology and other activities. Bintang Mitra Semestaraya BMSR
Code of ethic PT Bintang Mitra Semestaraya Tbk regulates ethical behaviour in Company’s environment, which obligates to all employee to comply all regulation and terms applied, including to Board of Commissioners and Board of Directors.
Principles term in code of ethic
regulates commission, entertainment, present (prohibition of giving and
receiving gifts from any party in carrying out their duties), unofficial
payment, compliance to law, inter-employee relationship (to maintain a
good relation and discipline among co-workers), superiors and
subordinates, conflict of interest by related parties, hiring family
member and Government officials and staffs, political activity and
donation also humanity donation. Bintang Mitra Semestaraya BMSR
Nomination and Remuneration are under Board of Commissioners.
Work procedures - Nomination :
- Evaluating the performance of members of the Board of Directors and the Board of Commissioners and planning the development of Directors and Commissioners'competence to prepare the next member of Board of Directors and Boarsd of Commissioners.
- Setting the composition member of the qualified Board of Directors and Board of Commissioners.
- Meetings with the Board of Commissioners and Board of Directors for nomination once in four months which leds by President Commissioner.
- Meeting decisions are taken by deleberation and consensus. In the event that a decision can not be reached then the decisions can be made by a majority voting.
Work procedures - Remuneration :
- Structuring / budgeting remuneration of the members of Board of Directors and Board of Commissioners.
Structures of remuneration could be salaries, honorarium, incentives and benefits which are fixed and variable. - After receiving determination of honorarium from shareholders appointed at the Annual General Meeting Shareholders, preparing the amount of remuneration for Directors and Commissioners.
- In the arrangement if the amount and structure of remuneration shall pay attention to (1) remuneration prevails in the company or similar business field, (2) company's performance, (3) duties, responsibilities and authority of members of the Board of Directors and Commissioners and (4) performance, contribution and achievements of each member of the Board of Directors and Commissioners to the Company growth
- Held a formal meeting at least once in a year to evaluate and decide the structure and amount of remuneration.
- Decision can be taken through meeting and or written statement. Bintang Mitra Semestaraya BMSR
The Company realizes that in conducting the business activities, they are exposed to business risks which may arise from time to time as a result of internal or external factors that could ultimately affect the increase or decrease in the Company consolidated income.
Several important business risks requiring full attention of the management are as follows :
1. Competition Risk
The intense competition in gaining market share of chemical products creates greater business risks.
For that risk, Company remained consistent in implementing marketing strategies to ensure that the Consumers can still obtain a fairly competitive price, quality products, excellent services, and on time, smooth and continuous delivery.
2. Currency Risk of Rupiah against US Dollar
The Company’s products are priced and sold in US Dollar, on the other hand the Company’s accounting records is in Rupiah, which may potentially expose foreign exchange risk, which then affect the the Company’s profitability.
To anticipate the risk, the Company tried to implement the use of foreign currency balance, where several products are sold in USD equivalent basis price.
3. Government Policy Risk
Chemical Industry and oil and gas industry are also industries governed by and fully relying on policy of the Government of Indonesia. Any changes in government policy that are not fully anticipated, and are less favorable to the Company and the subsidiaries, then it may affect the operations of the Company which in turn affects the income of the Company.
The Company strives to anticipate the issuance of new government policies by modifying the existing internal system of corporate regulation.
4. Risk of Availability of Reliable and Competent Human Resource
The Company in their operation activities needs professional, educated, well-trained and reliable human resources.
Therefore the
Company and the subsidiaries strive to maintain and pay attention for
development of human resources and complianc with the government
regulation especially those related to the welfare of employees. Bintang Mitra Semestaraya BMSR
As a company that grows within society, the Companyis fully aware of social responsibility to the community, especially for employees which are part of communities living around the location of operations.
As responsibility of Company related to employment, health and safety work, the Company engage employees in health insurance and BPJS for health and employment in accordance with the regualtion.
As responsibility of Company related to
social and community aspect, the Company employes people around the
company as an employee. Bintang Mitra Semestaraya BMSR
The Company markets chemical products produced by PT Sulfindo Adiusaha, among others, i.e.:
- Caustic Soda (NaOH) both in liquid and flake
- Hydrochloric Acid (HCl)
- Sodium Hypochlorite (NaOCl)
- Sulfuric Acid
- Ethylene Dichloride (EDC)
- PolyVinyl Chloride (PVC)
Chemical products have market and demand continues grow in spite of the growth of Gross Domestic Product (GDP) Indonesia in 2014 decreased compared to the previous year. The Company believes that the chemicals business, particularly the above mentioned products still have bright prospects with better potential growth.
Marketing strategy applied by the Company in selling chemical products is mainly maintaining stability, continous, and reliablity of supply to customers with more competitive price, excellent services, and on time delivery. Besides the Company also conduct continous effort to increase market share gradually to respond the growing market condition.
The sales of products cover a wider range of areas spreading in Jabotabek, West Java, Central Java, East Java, most areas of Sumatra and Bontang (East Kalimantan).
In general, all of Company’s customers
are well-established industries, and several companies which have
expanded their business, so that the sale of product have a potential to
grow further along with the growth of national economy and domestic
industry. Bintang Mitra Semestaraya BMSR
Head Office
PT Bintang Mitra Semestaraya Tbk.
Graha BIP Lt 2
Jl. Jend Gatot Subroto Kav 23
Jakarta - Selatan 12930
Indonesia
Telpon : 62 21 252 2586 (hunting)
Fax : 62 21 252 2589
Bintang Mitra Semestaraya BMSR
Bintang Mitra Semestaraya BMSR
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