Analysis on Tiga Pilar Sejahtera’s & Pelindo’s Case

Group members:
Joshua Timothy (1606911433)
Maria Theresia Helena Adella (1606911143)
Putra Eka Prakoso (1706058275)
Tesya Chrisniawaty (1606911351)
Vitha Masyita Ramli (1606950503)

TIGA PILAR SEJAHTERA

1. Company Profile
PT Tiga Pilar Sejahtera Food, Tbk (TPSF) is a public company listed on the Indonesia
Stock Exchange in 2003 which initially only engaged in the food business (TPS Food). In
line with the business transformation process that began in 2009, TPSF has become one
of the companies included in the Kompas 100 Index.
PT Tiga Pilar Sejahtera Food Tbk (TPSF) runs business activities with the intent and
purpose of doing business in the fields of trade, industry, plantation, agriculture,
electricity and services. Until 2016, the Company has conducted business activities in the
fields of trade, industry and electricity. The business activity is carried out through two
business divisions, namely the Food Division or the TPS Food and Rice Division or TPS
Rice.
2. Board & Committee Profile
a. Board of Commissioner
i. Commissioner: Hengky Koestanto & Jaka Prasetya
ii. President Commissioner & Independent Commissioner: Anton
Apriyantono
iii. Vice President Commissioner: Kang Hongkie Widjaja
b. Board of Director
i. Independent Director: Jo Tjong Seng
ii. President Director: Joko Mogoginta
iii. Director: Hendra Adisubrata & Budhi Istanto
3. Shareholders Profile
As of 26 July 2018, Kustodian Sentral Efek Indonesia only records 5 AISA shareholders
with more than 5% of ownership. They are Morgan Stanley and Co. LLC which
represents Spruce Investors Limited 6,52%, Primanex Limited 5,38%, JPMB Trophy
Investors I Ltd. 9,33%, Trophy 2014 Investor Ltd. c/o KKR Asset Management LLC
9,09%, and BBH Luxembourg Fidelity Fund 7,98%
4. What Happened?
a. PT TPS Food shares price fell drastically from Rp2.360 on April 2017 to Rp168
in 1 year
b. Tiga Pilar Sejahtera was threatened to fall into a bankruptcy because of firm’s
inability to do its debt obligation
c. There were recent changes in company’s shareholder structure, with KKR
becoming the majority shareholder as they have acquired Tiga Pilar Corporation’s
shares. (hostile takeover)
d. Suspicion of an embezzlement by TPS President Director, Joko Mogoginta, in a
transaction and receivables in amount of Rp2trillion
e. Company’s performance in 2017 is not optimal, thus the Board of Commissioner
rejected to sign the financial statement
f. The Board of Directors walked out from the RUPS and accuse there was a hostile
takeover
g. The RUPS meeting concluded to reject the financial statement
5. Why it happened?
a. Management has no integrity
b. Misused of their funds to acquire petrochemical company
c. Director has self-interest
d. Less transparency and accountability
6. How to solve the problem?
a. BOD re-structurization
b. Company’s debt re-structurization
c. Cut cost & be efficient in operation due to the financial distress in the company
d. Upgrade company’s accounting information system to ensure better internal
control and reporting process, so that it can minimize accounting errors
(transaction which amounted to Rp2B regarding account receivables) which
resulted in management poor decision making.
e. Create new compensation bonus scheme for the management which gives them
incentives to work harder
f. Hire a consultant/strategy analyst to get advices