(BYLAWS) RESPONSIBLE CARE. Our Commitment to Sustainability

Transcription

1 (BYLAWS) RESPONSIBLE CARE Our Commitment to Sustainability MAY

2 PREAMBLE INTRODUCTION The National objective in creating a just and prosperous Community based on the Pancasila Five principle and the 1945 Constitution must include the development of and support to the chemical industry s growth in protecting an sustaining/sponsoring the aspects of safety, Health and the Environment-SHE) within national, regional and global boundaries. Responsible Care is a public commitment to achieve and to present sustainable improvements or continuing performance in pursuing safety Health and the Environment In NDONESIA Responsible Care was introduced in 1944 by Ir. Rahman Subandhi, Chairman of the Indonesian Chemical Industries Club and continued rolling with the preparations for forming a club at the end of 1996 to realize the initiative to group chemical industries and other related companies in Indonesia in the Responsible Care club/organization. This club is named The Indonesia Responsible Care National Committee or Komite Nasional Responsible Care Indonesia and will be the only Responsible Care organization in Indonesia recognized by both the Government and internationally. 2

3 Article I NAME, ADDRESS AND LOGO 1. The name of this organization is Responsible Care Indonesia National Committee, shortened KN-RCI. 2. The location of domicile of KN-RCI is in the capital of the state of the Republic of Indonesia, Jakarta. 3. The Responsible Care logo is represented by two palms of the hand and circles, symbolizing the public commitment of the chemical industry which observes noble values and high integrity in conducting its business. 4. The Responsible Care logo is the proprietary Right of ICCA - RCLG, KN-RCI is the only Responsible Care organization in Indonesia reorganized by ICCA-RCLG, and entitled to us the said logo. 5. The colors of The Responsible Care logo adopted by each country (RCLG member) need not be similar and may vary. The color green in the KN-RCI version of The Responsible Care logo with the metallic platinum grey frame symbolized the organization s care towards the preservation of the environment and sustainable development that is of high and noble value. Whereas the colors red and white on the four circles symbolize our care towards our fatherlands Indonesia as are the colors of the flag of the 3

4 Unified Sate of the Republic of Indonesia. The square frame symbolizes the four axis of KN-RCI in synergy, covering chemical industry companies of 1) State-owned Enterprises (BUMN), 2) Multinational Companies (MNC), 3) National Private companies (BUMS) and 4) Supporting Companies related to the activities of the three business groups mentioned above. 6. The KN-RCI logo has officially been declared in the 7 th Asia-Pacific Responsibility Care Conference (APRC) in Bali on October 2001, coinciding with the date of the 4 th anniversary of KN-RCI 7. The use of the logo is limited to member companies of KN-RCI which had bound themselves to the principles The Responsible Care. KN-RCI member companies are entitled to use the logo with the following conditions: 1) Such companies are to submit an application by official letter directed to the Chairman or Presidium of KN-RCI regarding the use of The Responsible Care logo as published by KN-RI (enclosed). 2) An approval to the use of the logo is to be issued by the Chairman or Presidium of KN-RCI by an official letter, after an evaluation of the company concerned and its being declared as having complied with the stipulated criteria of conditions. 4

5 3) The CEO, President Director of Director of the KN-RCI member Company having signed a commitment of implementation of Responsible Care in Indonesia and having complied with the stipulations required from a KN-RCI member. 4) The company concerned having implemented at least 50% of the Code of Management Practice (COMP) applicable to it and 8 (eight) fundamental futures of Responsible Care and is gradually compiling an action plan for implementation of Responsible Care in full within the coming 3 years period. A KNRCI Full Member must apply a minimum of 5 COMP and a KNRCI Associate Member must apply a minimum of 3 COMP. 5) KN-RCI will send a Team to conduct an audit or verification to the company s location against the company s self evaluation assessment format and to request other information at the expense of the company concerned. 6) The KN-RCI Team may summon the CEO, Directors, the Company s Management or person in charge of activities, for purpose of an interview if considered necessary. 7) If the criteria is not met, an opportunity of 6 (six) months may be given to a company to make corrections prior to the audit or reverification. 5

6 8) Permit granted shall be valid for a period of 3 years and must be renewed. 9) The logo may only be used on a business card and letterhead (covering letter) and for the said company s advertising needs; and shall not be used/printed on a product s package. 8. The Responsible Care logo in the KN-RCI version is as per the attachment, is registered officially with the government agencies of the Republic of Indonesia to obtain legalization from the aspect of law. Article II PRINCIPLES AND LEGAL FOUNDATION 1. The Principles and legal Foundation of KN-RCI is the PANCA SILA (Five Principles) and the 1945 Constitution, the prevailing Laws and related Regulations. 2. The implementation of Responsible Care shall be realized based on the Guiding Principles, the Code of Management Practices (COMP), the Fundamental Features and other guidelines from RCLG-ICCA that are not contradictory to the regulations of law in the Republic of Indonesia. 6

7 Article III OBJECTIVE The objective of KN-RCI is: 1. To promote and sponsor the principles of the Responsible Care guidelines to the Chemical Industry business sectors and other related companies in Indonesia. 2. To achieve and demonstrate a sustainable improvement in the implementation performance of Safety, Health and the Environment (SHE) 3. To represent Indonesia s Chemical Industries that implement the Responsible Care program and to affiliate with Responsible Care organizations Worldwide. Article IV BOARD OF MANAGEMENT 1. The Structure of the KN-RCI Board of Management shall at least comprise: a. One Chairperson Head of the Presidium b. Three Vice-Chairperson or Vice-Head of the Presidium, overseeing: 1) Public Relations and Promotions 2) Training and Auditing 7

8 3) International and Membership Affairs c. One Secretary General or Executive Director d. One Treasurer e. Ad Hoc (Working Committee) 2. The Chairperson shall be elected by the Annual Members General Meeting (RUTA) or Annual General Meeting (AGM) and the Chairperson shall draft the membership of the management. 3. Criteria or requirements for appointment of the chairperson and Vice- Chairperson and the Members of the KN-RCI Board of Management shall be arranged as follows: A. The Criteria or requirements for the Chairperson and Vice- Chairperson or Head of the Presidium and Vice-Head of the Presidium of KN-RCI are: 1) Coming from a company that is already a member (full member) of KN-RCI for at least 3 years. 2) The person concerned shall be an active official functioning as a CEO or Company Director, having a vision, mission and high commitment to the company s performance in the sector of safety, health and the living environment through the implementation of Responsible Care in his/her company 8

9 and in Indonesia s chemical industry environment on a wide scale and having signed a statement/commitment thereto 3) Willing to spend time, energy and thoughts to promote the KN-RCI organization in both the domestic and international forum. 4) Willing to cooperate with fellow KN-RCI management members, with ministries or Government institutions as well as certain related parties. 5) The composition of the Chairperson and vice Chairperson or Head of the presidium or Vice-Head of the Presidium or the Management Structure, should reflect the performance of a Multinational Company (MNC), State-owned Enterprise (BUMN), National Private Company (BUMS). 6) The duties of the Chairperson or Head of the Presidium shall be among other things, to chair the KN-RCI Internal Meeting and to attend meetings outside the KN-RCI. In his/her absence, the Chairperson or Head of the Presidium may appoint the Vice Chairperson or Vice-Head of the Presidium or another member of the Management. 9

10 B. The criteria or requirements for the position of member of the KN- RCI Board of Management: 1) Coming from a company that had already become an KN- RCI member for at least 3 years, having obtained approval thereto from his/her company. 2) Such person being an active official of the Company, having a high commitment to the performance of the company in the sector of safety, health and the living environment by applying Responsible Care in his company. 3) Willing to spend time, energy ad thoughts to promote the KN- RCI organization and having signed a statement/commitment thereto. 4) Willing to cooperate with fellow KN-RCI management members, with Government Ministries or Agencies as well as with various related parties. 5) The composition of the Members of the Board of Management shall be reflect the performance of a Multinational Company (MNC), State-owned Enterprise (BUMN), Private National Company (BUMS), and related supporting companies. 10

11 4. The tenure of the Board of management shall be 3 (three) years effective as from the official formation of the said management and may be reelected. 5. If due to one thing and another a manager is permanently not available or is not capable of being actively engaged in any one period of the current management due to a relocation of assignment from his/her company, has retired from the company or due to other causes is not available, may the said manager be replace by someone from the same company meeting the requirement of sub-paragraphs 3A and 3B, as (member of ) the interim Board of Management until the end of the period of management mentioned above. If at the Annual General Meeting is decided and approved that the said manager is to remain on active duty, then may the tenure of the said manager be closed at the end of the said period of management. 6. A member of the Board of management may be discharged prior to the end of his/her tenure if: 1) He/she dies 2) Is physically or mentally disabled resulting in his/her not being able to duly perform his/her duties. 3) Fails to implement the stipulations in the articles of association and the rules of association. 11

12 4) Resign at his or her own request and is approved by the Meeting of the Board of Management. 5) Is involved in a crime. 6) Is not domiciled in Indonesia. 7) His/her service is needed (drafted) by the State. 8) Other reasons acceptable to the Meeting of the Board of Management. 7. If due to any cause, the position of a Member of the Board of Management is vacant and a replacement has not yet been a replacement has not yet been appointed, then may one of the Members of the Board of Management replace him/her by the approval and decision of the result of the Meeting of the Board of Management, to execute his/her duties with the some power and authority. 8. The Board of Management may appoint employees to execute the duties and routine activities of the KN-RCI organization. 9. To the Members of the Boards of Management and employees of KN-RCI may be paid an honorarium or other facilities or allowances which amount and values shall be determined by the Meeting of the Board of management. 12

13 10. The Coordinators for the Territorial Representatives or Industrial Zones, at the present moment, consist of 4 (four) Coordinators for 4 (four) territories or zones. a. Banten, West Java and DKI Jakarta, domiciled in Cilegon, Banten. b. Central Java, DIY (Yogyakarta) and East Java, domiciled in Gresik, East Java. c. Sumatra, domiciled in Palembang, South Sumatra. d. Kalimantan, domiciled in Bontang. East Kalimantan 11. Advisory Panel Board or Board of Advisors, which members are elected by the Annual General Meeting. The Board of Advisors is independent, not related to any company, may come from individual senior citizens or high state official s having a commitment and high dedication to the performance of the K-3 and the implementation of Responsible Care in Indonesia Article V MEMBERSHIP 1. Membership shall comprise: a. Full Member Chemical industries having a high commitment to the implementation of the Responsible Care program in their companies and in Indonesia in general, indicated by their signing of the RC principles guidelines (the guiding principles) by their CEO, President Director or Company Director. 13

14 b. Associate Member Other related industries or companies supporting the chemical industry business, having a high commitment to the implementation of the Responsible Care program in their companies and in Indonesia or general, indicated by their signing of the Responsible Care principles guidelines (the guiding principles) by their CEO, President Director or company Director. 2. The status of membership shall be declared cancelled or disqualified if: a. During a period of one year or more no communication at all is made with the KN-RCI Secretariat/Management or no participation at all is realized or no response whatsoever is given. b. During a period of 2 (two) years consecutively no payment of the annual membership dues are made. 3. To those KN-RCI member companies referred to in paragraph 2 above, shall be given a notification and reprimand in writing up to 2 (two) times. The cancellation of the membership status may be made based on the result of an objective evaluation and to be decided by the Meeting of the Management. 14

15 Article VI ASSETS AND BUDGET 1. Assets. 2. Sources of revenue of KN-RCI are *): a. Annual membership dues of Rp. 10,000,000.- (ten million rupiah) per year for a full member and Rp. 6,000,000.- (six million rupiah) per year for an associate member. b. The legitimate sources of revenue are not binding and are not contrary to the purpose of establishing the KN-RCI organization. 3. The amount of the annual membership dues shall be stipulation according to the need, and may be revised at the Annual General Meeting of Members Article VII MEETINGS 1. The General Meeting of Members shall comprise: a. The Annual general Meeting of Members; and b. The Extraordinary General Meeting *) updated and agreed at AGM

16 2. The Annual General Meeting of Members shall be convened at least twice in a year. 3. The quorum of attendance at the General Meeting of Members shall be attended by at least 2/3 (two-third) of all members of the Club and be approved by at least 2/3 (two-third) of those in attendance. 4. The Annual General Meeting of Members shall discuss the following maters: a. Annual progress/activities of implementation of Responsible Care b. Financial Report of the current year and Annual Budget draft for the there following year. 5. The Extraordinary General Meeting shall be convened according to the need if such is requested by at least fifty percent (50%) of the total Full Members of the Club. 6. The Regular Meeting shall constitute the Meeting of the Board of Management, to be convened at least once every 3 (three) months. 16

17 Article VIII AMENDMENTS 1. Any proposals to amend the KN-RCI Rules of Association or Articles of Association must be discussed and approved by the General Meeting of Members. 2. A dissolution of the Club shall only apply if ¾ (three-fourth) of all Full Members declare the said matter in writing at the Extraordinary Meeting convened for the purpose. Article IX CIRCULARS The KN-RCI organization may also adopt resolutions without physically convening a Meeting, with the stipulation that all members of KN-RCI having been notified in writing and all KN-RCI members having given their approval in writing to the proposals and the approval having been signed by all KN-RCI members. Resolutions adopted in such manner shall have equal legal strength as resolutions adopted validly according to the law at a Meeting. 17

18 Article X CLOSING STIPULATION Matter not adequately covered in this Rules of Association shall be described and stipulated further in a guide to implementation (Juklak) and technical instruction (JUKNIS) as well as other stipulations to be drafted based on the resolution of the Meeting of the Board of management. In witness whereof, this KN-RCI Rules of Association having been discussed at the KN-RCI Annual Meeting of Members at the Hotel le Meridien Jakarta,. On Monday, 10 May 204 and ratified in accordance with Article IX of the KN-RCI Articles of Association and Rules of Association (by a form letter/circular). * Note *) The ratification of this ART had been performed in accordance with the KN-RCI Articles of Association, namely based on the result of discussions at the Annual General Meeting 2004 on 10 May 2004 which had been approved by the AGM members in attendance (31 KN-RCI members companies) and having obtained approval in writing from the KN-RCI members not in attendance in accordance with the AD KN-RCI article IX on Circulars 18