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Of 337 4/3/2012 Page 1 of 337 6-K 1 k6_0204compile.htm PT TELEKOMUNIKASI INDONESIA UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Form 6-K REPORT OF FOREIGN PRIVATE ISSUER PURSUANT TO RULE 13 a-16 OR 15d-16 UNDER THE SECURITIES EXCHANGE ACT OF 1934 For the month of April, 2012 Perusahaan Perseroan (Persero) PT TELEKOMUNIKASI INDONESIA, TBK (Translation of registrant’s name into English) Jalan Japati No. 1 Bandung-40133 INDONESIA (Address of principal executive office) [Indicate by check mark whether the registrant files or will file annual reports under cover of Form 20-F or Form 40-F.] Form 20-F Form 40-F [Indicate by check mark whether the registrant by furnishing the information contained in this Form is also thereby furnishing the information to the Commission pursuant to Rule 12g3-2(b) under the Securities Exchange Act of 1934] Yes No [If “yes” is marked, indicate below the file number assigned to the registrant in connection with Rule 12g3-2(b): 82- ] 4/3/2012 Page 2 of 337 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on behalf by the undersigned, thereunto duly authorized. Perusahaan Perseroan (Persero) PT TELEKOMUNIKASI INDONESIA,TBK (Registrant) Date April 2, 2012 By /s/ Agus Murdiyatno (Signature) Agus Murdiyatno Vice President Investor Relation 4/3/2012 Page 3 of 337 CONTENTS About The Theme 1 About our 2011 Annual Report 2 HIGHLIGHTS Financial Highlights 3 Operational Highlights 8 Common Stock and Bond Highlights 9 REPORTS FROM THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS Report from the President Commissioner 12 Report from the President Director 14 COMPANY PROFILE 17 Address 17 A Brief History of Telkom 18 Vision, Mission and Objectives 20 Map of Regional Operations 21 Organizational Structure 22 Subsidiaries 23 Profile of the Board of Commissioners 27 Profile of the Board of Directors 28 Senior Management 29 Awards in 2011 32 Significant Events in 2011 33 Products and Services 34 Sales, Marketing and Distribution 37 HUMAN RESOURCES OVERVIEW 38 Human Resources Profile 39 Telkom’s Human Resources Development Programs 43 STOCK OVERVIEW 48 Capital Market Trading Mechanism and Telkom ADS 48 The Indonesian Stock Market 48 Trading on the NYSE and LSE 49 Capital Market Supporting Professionals 49 Stock Performance 50 Bond Performance 53 OVERVIEW OF OPERATIONS AND STRATEGIES 54 Review of The Telecommunications Industry in Indonesia 54 Regulations 54 Competition 60 Licensing 64 Customer Service 67 Billing, Payment and Collection 69 Tariffs and Interconnection Charges 70 Insurance 75 Trademarks, Copyrights and Patents 75 Corporate Strategy 77 Subsidiaries’ Strategies 78 Execution of Strategy 79 Network Infrastructure 84 Network Development 88 MANAGEMENT’S DISCUSSION AND ANALYSIS OF THE COMPANY’S PERFORMANCE 90 Operating Results Overview 90 Telkom’s Revenues 92 Telkom’s Expenses 93 Financial Overview 96 Segment Results 103 Net Cash Flow 105 Liquidity and Capital Resources 106 Current Assets 107 Current Liabilities 107 Capital Structure 108 Indebtedness 109 Critical Accounting Polices, Estimations and Judgments 110 Taxation 110 Property Plant and Equipment 113 Contractual Obligations 113 Subsequent Events 114 ADDITIONAL FINANCIAL INFORMATION (FOR ADR SHAREHOLDERS) 115 Summary of Significant Differences between Indonesian Corporate Governance Practices and the NYSE’s Corporate Governance Standards 115 Description of Articles of Association 117 Trend Information 119 Relationship with the Government and Government Agencies 119 Management’s Assessment of the Internal Control System 121 Exchange Controls 122 Material Contracts 123 Capital Expenditures 123 Research and Development 124 CORPORATE GOVERNANCE 125 Concept and Foundation 126 4/3/2012 Page 4 of 337 Telkom’s GCG Framework and Structure 127 Corporate Governance Structure 131 General Meeting of Shareholders 131 Board of Commissioners 133 Board of Directors 136 Board of Commissioners’ Committees 139 Board of Directors’ Committees 149 Corporate Secretary / Investor Relations 150 Documents on Display 152 Internal Audit Governance 152 IFRS Application in 2011 155 Evaluation of the Implementation of Our Corporate Culture 157 Whistleblower Policy 158 Material Litigation 158 Consumer Protection 159 Communication and Disclosure of Information 159 Compliance 160 GCG Implementation Consistency in 2011 160 GCG Evaluation 168 Risk Factors Management 169 Risk Related to Indonesia 169 Risk Related to our Business 172 Quantitative and Qualitative Disclosures about Market Risks 180 SOCIAL AND ENVIRONMENTAL RESPONSIBILITY Environmental Conservation Program 183 Partnership Program and Local Economic Empowerment 186 Development of Facilities and Infrastructure for the Community 189 Natural Disaster Relief and Community Assistance Program 192 APPENDICES 193 Addresses and Phone Number 193 Glossary 198 Cross Reference to Bapepam-LK Regulation No. X.K.6 208 4/3/2012 Page 5 of 337 Tabel of Contents About the Theme ‘Moving Forward Beyond Telecommunications’ The rapid development of broadband technology is increasingly closing the distance between users. Broadband technology offers a widening range of options for end users to communicate with friends, family, colleagues and business partners in other areas or countries more effectively and economically than via ordinary telecommunications services. PT Telekomunikasi Indonesia Tbk (Telkom) has captured this opportunity by strengthening its broadband infrastructure to support product and service innovations in the field of Information, Media and Edutainment (“IME”). As well as opening new revenue streams for the company, Telkom’s focus on delivering IME also represents Telkom’s contribution to the economic and social development of the nation. The following definitions explain our TIME services: TELECOMMUNICATIONS Telecommunications is Telkom’s legacy business. Telkom has built its reputation on delivering fixed wireline ‘Plain Ordinary Telephone Services’ (“POTS”), fixed wireless telephony, data communications services, broadband, satellite, leased networks and interconnection services, as well as cellular telephone services through its subsidiary, Telkomsel. Telkom’s telecommunications services reach all market segments, from individual customers to small and medium enterprises (“SME”) and corporate customers. INFORMATION Information services are being developed by Telkom as one of its New Economy Business (“NEB”) business models. These integrated services, aimed at facilitating business processes and transactions, include Value Added Services (“VAS”) and Managed Application/IT Outsourcing (“ITO”), e-Payment and IT enabler Services (“ITeS”). MEDIA Media is another of the Telkom business models that is developed as a part of NEB. The offered services include Free To Air (“FTA”) and Pay TV to suit modern digital lifestyles. EDUTAINMENT Edutainment is one of the core business models in Telkom’s NEB, targeting the younger user market segment. Telkom offers a broad range of services, including Ring Back Tones (RBT), SMS Content and portals among many others. -1- 4/3/2012 Page 6 of 337 Tabel of Contents About Our 2011 Annual Report PT Telekomunikasi Indonesia, Tbk, or “Telkom”, “The Company”, and “we”, is proud to present its Annual Report for the year ending December 31, 2011. Our Annual Report is furnished according to the decree of Capital Market and Financial Institutions Supervisory Agency (“Bapepam-LK”) No.X.K.6 and X.K.7. Certain of the information in this Annual Report is also contained in the Form 20-F filed on April 2, 2012, with the U.S. Securities and Exchange Commission. However, no part of this document has been incorporated by reference into that Form 20-F. The information and data presented in this Annual Report draws upon the consolidated financial data of the Company and its subsidiaries. This Annual Report contains “forward-looking statements”, including statements regarding our expectations and projections for our future operating performance and business prospects. The words “believe”, “expect”, “anticipate”, “estimate”, “project” and similar words identify forward-looking statements. In addition, all statements other than statements of historical facts included in this Annual Report are forward-looking statements. Although we believe that the expectations reflected in the forward-looking statements herein are reasonable, we can give no assurance that such expectations will prove to be correct. These forward-looking statements are subject to a number of risks and uncertainties, including changes in the economic, social and political environments in Indonesia. This Annual Report discloses, under “Risk Factors” and elsewhere, important factors that could cause actual results to differ materially from our expectations. To obtain further information on Telkom, please contact Investor Relations, Grha Citra Caraka on 5th floor, Jl. Jend. Gatot Subroto Kav. 52, Jakarta 12710, Indonesia. Tel. (62-21) 5215 109, Fax (62-21) 5220 500 or E-mail: [email protected]. You can download this document from our online site http://www.telkom.co.id. We use the word “Indonesia” to refer to the Republic of Indonesia while the word “Government” refers to the Government of Indonesia and “United States of America” or “US” is the United States. The currency “Rupiah” or “Rp” refers to the Indonesian Rupiah while “US Dollar” or “US$” refers to the US currency. Certain figures (including percentages) have been rounded up. Save as otherwise noted,
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