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GENERAL
12 Months Ended
Dec. 31, 2022
GENERAL  
GENERAL

1.    GENERAL

a.   Establishment and general information

Perusahaan Perseroan (Persero) PT Telekomunikasi Indonesia Tbk. (the “Company”) was originally part of “Post en Telegraafdienst”, which was established and operated commercially in 1884 under the framework of Decree No. 7 dated March 27, 1884 of the Governor General of the Dutch Indies which was published in State Gazette No. 52 dated April 3, 1884.

In 1991, the status of the Company was changed into a state-owned limited liability corporation (“Persero”) based on Government Regulation No. 25/1991. The ultimate parent of the Company is the Government of the Republic of Indonesia (the “Government”) (Note 22).

The Company was established based on Notarial Deed No. 128 dated September 24, 1991 of Imas Fatimah, S.H. The deed of establishment was approved by the Ministry of Justice of the Republic of Indonesia in its Decision Letter No. C2-6870.HT.01.01.Th.1991 dated November 19, 1991 and was published in State Gazette No. 5 dated January 17, 1992, Supplement No. 210. The Company's Articles of Association have been amended several times, the latest amendments made is in relation with adjustments of the Company’s business activities in the Articles of Association with the Standard Classification of Indonesian Business Fields in 2020.

Amendments to the Articles of Association as stated in the Notary Deed of Ashoya Ratam, S.H., M.Kn. No. 37 dated June 22, 2022, the amendment has been received and approved by the Minister of Law and Human Rights of the Republic of Indonesia (“MoLHR”) based on letter No. AHU-0044650.AH.01.02. Year of 2022 dated June 29, 2022, concerning Acceptance of Notification Approval of Amendment to the Articles of Association of the Limited Liability Company (Persero) PT Telekomunikasi Indonesia Tbk.

In accordance with Article 3 of the Company’s Articles of Association, the scope of its activities is to provide telecommunication network and telecommunication and information services, and to optimize the Company’s resources to provide high quality and competitive goods and/or services to gain/pursue profit in order to increase the value of the Company by applying the Limited Liability Company principle. In regard to achieving its objectives, the Company is involved in the following activities:

i.   Main business:

(a)  Planning, building, providing, developing, operating, marketing or selling or leasing, and maintaining telecommunications and information networks in a broad sense in accordance with prevailing laws and regulations.

(b)  Planning, developing, providing, marketing or selling, and improving telecommunications and information services in a broad sense in accordance with prevailing laws and regulations.

(c)  Investing, including in the form of equity capital in other companies in line with and to achieve the purposes and objectives of the Company.

ii.   Supporting business:

(a)Providing payment transactions and money transferring services through telecommunications and information networks.
(b)Performing other activities and undertakings in connection with the optimization of the Company’s resources, among which including the utilization of the Company’s property and equipment and movable assets, information systems, education and training, and repairs and maintenance facilities.
(c)Collaborating with other parties in order to optimize the information, communication or technology resources owned by other parties as services provider in information, communication and technology industry, as to achieve the purposes and objectives of the Company.

The Company is domiciled and headquartered in Bandung, West Java, located at Jalan Japati No.1, Bandung.

The Company was granted several networks and/or services provision licenses by the Government which are valid for an unlimited period of time as long as the Company complies with prevailing laws and regulations and fulfills the obligation stated in those licenses. For every license issued by the Ministry of Communication and Information (“MoCI”), an evaluation is performed annually and an overall evaluation is performed every five years. The Company is obliged to submit reports of networks and/or services annually to the Indonesian Directorate General of Post and Informatics (“DGPI”), replacing the previously known as Indonesian Directorate General of Post and Telecommunications (“DGPT”).

The reports comprising of several information, such as network development progress, service quality standard achievement, number of customers, license payment, and universal service contribution. Meanwhile, for internet telephone services for public purpose, internet interconnection service, and internet access service, additional information is required, such as operational performance, customer segmentation, traffic, and gross revenue.

Details of these licenses are as follows:

License

    

License No.

    

Type of service

    

Grant date/latest
renewal date

License to operate internet telephone services for public purpose

127/KEP/DJPPI/ KOMINFO/3/2016

Internet telephone services for public purpose

March 30, 2016

License to operate internet service provider

2176/KEP/M.KOMINFO/ 12/2016

Internet service provider

December 30, 2016

License to operate content service provider

1040/KEP/M.KOMINFO/ 16/2017

Content service provider

May 16, 2017

License for the implementation of internet interconnection services

1004/KEP/M.KOMINFO/ 2018

Internet interconnection services

December 26, 2018

License to operate data communication system services

046/KEP/M.KOMINFO/ 02/2020

Data communication system services

August 3, 2020

License to operate IPTV service provider

022/KEP/M.KOMINFO/ 02/2021

Multimedia IPTV service provider

February 25, 2021

License of electronics money issuer and money transfer

Bank Indonesia License 23/587/DKSP/Srt/B

Electronics money and money transfer service

July 1, 2021

License to operate fixed network long distance direct line

073/KEP/M.KOMINFO/ 02/2021

Fixed network long distance direct line

August 23, 2021

License to operate fixed international network

082/KEP/M.KOMINFO/ 02/2021

Fixed international network

October 8, 2021

License to operate fixed closed network

094/KEP/M.KOMINFO/ 02/2021

Fixed closed network

December 9, 2021

License to operate circuit switched-based local fixed line network

095/KEP/M.KOMINFO/ 02/2021

Circuit switched-based and packet switched-based local fixed line network

December 9, 2021

b.   Company’s Board of Commissioners, Board of Directors, Audit Committee, Corporate Secretary, and Internal Audit

i.     Boards of Commissioners and Directors

Based on resolutions made at Annual General Meeting (“AGM“) of Stockholders of the Company as covered by Notarial Deed of Ashoya Ratam, S.H., M.Kn., No. 34, dated June 18, 2021, the composition of the Company’s Boards of Commissioners and Directors as of December 31, 2021 and 2022, respectively, were as follows:

    

2021

    

2022

President Commissioner/
Independent Commissioner

Bambang Permadi
Soemantri Brojonegoro

Bambang Permadi
Soemantri Brojonegoro

Commissioner

Arya Mahendra Sinulingga

Arya Mahendra Sinulingga

Commissioner

Rizal Mallarangeng

Rizal Mallarangeng

Commissioner

Isa Rachmatarwata

Isa Rachmatarwata

Commissioner

Ismail

Ismail

Commissioner

Marcelino Rumambo Pandin

Marcelino Rumambo Pandin

Independent Commissioner

Bono Daru Adji

Bono Daru Adji

Independent Commissioner

Wawan Iriawan

Wawan Iriawan

Independent Commissioner

Abdi Negara Nurdin

Abdi Negara Nurdin

President Director

Ririek Adriansyah

Ririek Adriansyah

Director of Finance and Risk Management

Heri Supriadi

Heri Supriadi

Director of Digital Business

Muhamad Fajrin Rasyid

Muhamad Fajrin Rasyid

Director of Strategic Portfolio

Budi Setyawan Wijaya

Budi Setyawan Wijaya

Director of Enterprise & Business Service*

Edi Witjara

F.M. Venusiana R.

Director of Wholesale & International Services

Bogi Witjaksono

Bogi Witjaksono

Director of Human Capital Management

Afriwandi

Afriwandi

Director of Network & IT Solution

Herlan Wijanarko

Herlan Wijanarko

Director of Consumer Service

F.M. Venusiana R.

F.M. Venusiana R.

*

On July 8, 2022, Mr. Edi Witjara was appointed as President Director of PT Industri Telekomunikasi Indonesia (Persero) and based on the Company's Board of Commissioners Letter No. 073/SRT/DK/2022 dated July 11, 2022, Mrs. F.M. Venusiana R. was appointed as Temporary Replacement Officer for Director of Enterprise & Business Service, whose term of service has been extended based on the Letter of the Company's Board of Commissioners No. 167/SRT/DK/2022 dated December 6, 2022 regarding the Extension of Term of Service for Mrs. F.M. Venusiana R. as Officer (PLT) for Director of Enterprise & Business Service.

ii.    Audit Committee, Corporate Secretary, and Internal Audit

The composition of the Company’s Audit Committee, Corporate Secretary, and Internal Audit as of December 31, 2021 and 2022, respectively, were as follows:

    

2021

    

2022

Chairman

Bono Daru Adji

Bono Daru Adji

Member

Bambang Permadi
Soemantri Brojonegoro

Bambang Permadi
Soemantri Brojonegoro

Member

Wawan Iriawan

Wawan Iriawan

Member

Abdi Negara Nurdin

Abdi Negara Nurdin

Member

Emmanuel Bambang Suyitno

Emmanuel Bambang Suyitno

Member

Edy Sihotang

Edy Sihotang

Corporate Secretary*

Andi Setiawan

R. Achmad Faisal

Internal Audit

Harry Suseno Hadisoebroto

Daru Mulyawan

*

On January 2, 2023, Mr. R. Achmad Faisal was replaced by Mr. Edwin Julianus Sebayang as Corporate Secretary.

c.    Public offering of securities of the Company

The Company's shares are listed and traded on the Indonesia Stock Exchange (“IDX”) and the New York Stock Exchange (“NYSE”) since November 14, 1995.

On June 16, 2015, the Company issued Continuous Bonds I Telkom Phase I 2015, with a nominal amount of Rp2,200 billion for Series A with a seven-year period, Rp2,100 billion for Series B with a ten-year period, Rp1,200 billion for Series C with a fifteen-year period, and Rp1,500 billion for Series D with a thirty-year period, which respectively are listed on the IDX (Note 20b).

d.   Subsidiaries

As of December 31, 2021 and 2022, the Company has consolidated the following directly and indirectly owned subsidiaries (Notes 2b and 2d):

i.  Direct subsidiaries:

Start year of

operation

Percentage of ownership*

Total assets before elimination

Subsidiary

   

Nature of business

   

commencement

   

2021

   

2022

   

2021

   

2022

PT Telekomunikasi Selular ("Telkomsel")

Mobile telecommunication networks and service

 

1995

 

65

 

65

 

100,113

 

100,085

PT Dayamitra Telekomunikasi Tbk. ("Mitratel")

Leasing of towers and other telecommunication services

 

1995

 

72

 

72

 

57,699

 

56,050

PT Multimedia Nusantara ("Metra")

Network telecommunication services and multimedia

 

1998

 

100

 

100

 

18,748

 

18,740

PT Telekomunikasi Indonesia International (“Telin”)

International telecommunication and information services

 

1995

 

100

 

100

 

10,139

 

13,949

PT Sigma Cipta Caraka ("Sigma"), previously consolidated under Metra

Consultation service of hardware, computer software, and data center

 

1988

 

100

 

100

 

5,054

 

8,491

PT Telkom Satelit Indonesia ("Telkomsat")

Telecommunication - provides satellite communication system and its related services and infrastructures

 

1996

 

100

 

100

 

5,511

 

6,463

PT Graha Sarana Duta ("GSD")

Developer, trade, service, and transportation

1982

100

100

5,881

5,845

PT Telkom Akses ("Telkom Akses")

Construction, service and trade in the field of telecommunication

 

2013

 

100

 

100

 

4,973

 

5,308

PT Telkom Data Ekosistem ("TDE"), previously was PT Sigma Tata Sadaya

Data center

1996

100

100

3,411

3,189

PT Metra-Net (“Metra-Net”)

Multimedia portal service

 

2009

 

100

 

100

 

1,640

 

1,731

PT Infrastruktur Telekomunikasi Indonesia (“Telkom Infra”)

Construction, service and trading in the field of telecommunication

 

2014

 

100

 

100

 

1,259

 

1,360

PT PINS Indonesia (“PINS”)

Telecommunication construction and services

 

1995

 

100

 

100

 

1,589

 

797

PT Napsindo Primatel Internasional (“Napsindo”)

Telecommunication - provides Network Access Point ("NAP"), Voice Over Data ("VOD"), and other related services

 

1999; ceased operations on January 13, 2006

 

60

 

60

 

5

 

5

*  Percentage of ownership amounting to 99.99% is presented with rounding of 100%.

All direct subsidiaries are domiciled in Indonesia.

ii.   Indirect subsidiaries:

Start year of

operation

Percentage of ownership*

Total assets before elimination

Subsidiary

   

Nature of business

   

commencement

   

2021

   

2022

   

2021

   

2022

PT Metra Digital Investama (“MDI”)

Trading service related to information and technology, multimedia, entertainment, and investment

 

2013

 

100

 

100

 

5,784

 

9,019

Telekomunikasi Indonesia International Pte. Ltd. ("Telin Singapore"), domiciled in Singapore

Telecommunication and related services

2008

100

100

3,272

3,678

Telekomunikasi Indonesia International Ltd. ("Telin Hong Kong"), domiciled in Hong Kong

Investment holding and telecommunication services

 

2010

 

100

 

100

 

2,998

 

2,981

PT Infomedia Nusantara (“Infomedia”)

Data and information service - provides telecommunication information services and other information services in the form of print and electronic media and call center services

 

1984

 

100

 

100

 

2,350

 

2,267

PT Telkom Landmark Tower (“TLT”)

Property development and management services

2012

55

55

2,139

2,100

PT Persada Sokka Tama ("PST")

Leasing of towers and other telecommunication services

2008

100

100

1,097

1,401

PT Finnet Indonesia (“Finnet”)

Information technology services

 

2006

 

60

 

60

 

1,294

 

1,248

PT Nuon Digital Indonesia ("Nuon"), previously was PT Melon Indonesia

Digital content exchange hub services

2010

100

100

1,187

1,199

PT Metra Digital Media (“MD Media”)

Telecommunication information and other information services

 

2013

 

100

 

100

 

1,207

 

986

PT Telkomsel Mitra Inovasi ("TMI")

Business management consulting and investment services

 

2019

 

100

 

100

 

692

 

945

Telekomunikasi Indonesia International (TL) S.A. (“Telkomcel”), domiciled in Timor Leste

Telecommunication networks, mobile, internet, and data services

 

2012

 

100

 

100

 

708

 

836

PT Telkomsel Ekosistem Digital ("TED")

Provides service related to information and technology, multimedia, entertainment, and investment

2021

100

100

197

807

PT Administrasi Medika (“Ad Medika”)

Health insurance administration services

 

2002

 

100

 

100

 

543

 

632

TS Global Network Sdn. Bhd. ("TSGN"), domiciled in Malaysia

Satellite services

 

1996

 

70

 

70

 

596

 

566

PT Swadharma Sarana Informatika ("SSI")

Cash replenishment services and ATM maintenance

 

2001

 

51

 

51

 

485

 

457

PT Digital Aplikasi Solusi (“Digiserve”)

Communication system services

2014

100

100

389

384

Telekomunikasi Indonesia International Inc. (“Telin USA”), domiciled in USA

Telecommunication and information services

2014

100

100

191

294

PT Nusantara Sukses Investasi ("NSI")

Service and trading

 

2014

 

100

 

100

 

313

 

289

PT Graha Yasa Selaras (“GYS”)

Tourism service

 

2012

 

51

 

51

 

283

 

285

PT Nutech Integrasi ("Nutech")

System integrator service provider

 

2001

 

60

 

60

 

198

 

273

PT Graha Telkomsigma ("GTS")

Management and consultation services

1999

100

100

205

191

PT Collega Inti Pratama ("CIP")

Trading and services

2001

70

70

170

173

Telekomunikasi Indonesia Intl (Malaysia) Sdn. Bhd. (”Telin Malaysia”), domiciled in Malaysia

Telecommunication and information services

 

2013

 

70

 

70

 

27

 

125

PT Media Nusantara Data Global ("MNDG")

Consultation services

 

2012

 

55

 

55

 

119

 

116

PT Bosnet Distribution Indonesia (“BDI”)

Trade and consultation services

2012

60

60

36

36

PT Metra TV (“Metra TV”)

Subscription broadcasting services

2013

100

100

26

34

PT Pojok Celebes Mandiri ("PCM")

Travel agent services

2008

100

100

45

33

Telekomunikasi Indonesia International (Australia) Pty. Ltd. (“Telin Australia”), domiciled in Australia

Telecommunication and information services

 

2013

 

100

 

100

 

34

 

33

PT Metraplasa (“Metraplasa”)

Network and e-commerce services

2012

60

60

61

30

PT Teknologi Data Infrastruktur (“TDI”), previously was PT Satelit Multimedia Indonesia

Telecommunication service and data centre

 

2013

 

100

 

100

 

10

 

7

*  Percentage of ownership amounting to 99.99% is presented with rounding of 100%.

Other than those specifically stated, indirect subsidiaries are domiciled in Indonesia.

e.   Initial public offering and acquisition transactions in subsidiaries

i.    Mitratel

Based on the Deed of Decision of the Shareholders Outside the General Meeting of Shareholders (Circular) No. 31 dated August 21, 2021 from Notary Ashoya Ratam, S.H., M.Kn., the shareholders of Mitratel decided and approved the change of Mitratel’s status from a private company to a public company under the name of PT Dayamitra Telekomunikasi Tbk.

On November 12, 2021, Mitratel received an effective statement from the Financial Services Authority (“OJK”) with letter No. S-201/D.04/2021 to conduct an initial public offering (“IPO”) of 23,493,524,800 ordinary shares with a par value of Rp228 per share and an offering price of Rp800 per share. On November 22, 2021, Mitratel’s shares have been listed on the IDX based on Letter No. S-08617/BEI.PP3/11-2021 regarding Approval of Securities Listing dated November 15, 2021.

Mitratel obtained IPO funds amounting to Rp18,463 billion (after deducted by share issuance costs) so that the Company’s share ownership in Mitratel diluted from 99.99% to 71.87%. Hence, the Company still controls Mitratel.

For this transaction, the Company has been accounted the difference in non-controlling ownership transactions as follows:

Proceeds from IPO of 28.13% ownership interests

    

18,463

Net assets attributable to non-controlling interests

 

(9,375)

Increase in equity attributable to parent company

 

9,088

On June 2, 2022, Mitratel announced to buyback its shares with a maximum amount of Rp1,000 billion. The buyback period of Mitratel’s shares is for three months starting from June 2, 2022 to September 2, 2022. Mitratel has exercised buyback of 885,200,000 of its shares or equivalent to Rp681 billion in cash.

ii.    Metra

On August 29, 2014, Metra and Telstra Holding Singapore Pte. Ltd. established PT Teltranet Aplikasi Solusi (“Teltranet”), currently known as PT Digital Aplikasi Solusi (“Digiserve”). Metra's share ownership in Teltranet was 51%. Metra had no control in determining the financial and operating policies of Teltranet, hence it was recognized as ownership in associates.

Based on the Share Purchase Agreement dated August 31, 2021, Metra purchased Digiserve’s shares owned by Telstra Holdings Singapore Pte. Ltd. as many as 13,115,477 shares or equivalent to 49% share ownership with an acquisition value of AU$1, thus becoming a subsidiary of Metra.

As of December 31, 2021, Metra has recorded the difference between the acquisition value and fair value, resulting in goodwill recognized amounted to Rp64 billion (Note 15).

iii.    TDE

TDE was previously Sigma’s subsidiary. Based on Share Acquisition Deed No. 388 dated December 27, 2021 of Jimmy Tanal, S.H., M.Kn., the Company entered into a takeover of TDE’s shares, so that the Company's ownership in TDE became 99.89%, impacting Sigma’s ownership which diluted to 0.11%. The Company purchased 2,106,465,158,910 series B shares of TDE or

equivalent to Rp2,106 billion. The Company has made cash payments of Rp1,250 billion and paid-up capital in other forms (“inbreng”) of Rp856 billion for the takeover of TDE’s shares.

iv.   Telkomsel

Based on the Resolution of Shareholders on December 14, 2021, Telkomsel established a subsidiary, namely PT Telkomsel Ekosistem Digital (“TED”), which was formalized by Notarial Deed No. 19 dated December 16, 2021 of Bonardo Nasution, S.H. The total paid-up capital of TED were 197,000 shares (Rp1,000,000 par value per share). Telkomsel own 196,989 shares and paid Rp197 billion on December 29, 2021.

v.   Sigma

Based on Notarial Deed No.120 dated April 19, 2022 of Jimmy Tanal, S.H., M.Kn., the Company acquired Sigma shares from Metra, resulted in 56.39% ownership by the Company and diluting Metra’s ownership into 43.61%.

f.   Completion and authorization for the issuance of the consolidated financial statements

The Company’s management is responsible for the preparation and fair presentation of these consolidated financial statements in accordance with International Financial Reporting Standards, which have been completed and authorized for issuance by the Board of Directors of the Company on April 6, 2023.