The Governance Policies & Compliance framework of PT Mutuagung Lestari Tbk is established to ensure that corporate activities are conducted in accordance with applicable laws, ethical standards, and good corporate governance principles.
This framework encompasses key governance policies, the Audit Committee, and compliance mechanisms designed to support transparency, accountability, risk management, and responsible decision-making across the organization.
Code of Ethics
The code of ethics for the Company’s Board of Commissioners and Board of Directors is fundamentally governed by the Board of Commissioners Charter and the Board of Directors Charter.
Meanwhile, the general code of ethics for employees is stipulated in the Company Regulations, which are updated every 2 (two) years in accordance with prevailing regulations and the principles of Good Corporate Governance (GCG).
Every individual within the Company is obligated to uphold and embody integrity, professionalism, transparency, and accountability in their respective functions and duties, while maintaining a strong sense of belonging toward the Company.
Every employee is motivated to consistently give their best effort in carrying out their duties and responsibilities to achieve optimal results, including the duty to safeguard the Company’s confidentiality.
Audit Committee
In order to fulfill the provisions of Financial Services Authority Regulation Number 55/POJK.04/2015 regarding the Establishment and Implementation Guidelines for Audit Committees, we hereby submit notification of the change and appointment of the Company’s Audit Committee Chairperson. This is based on the Circular Resolution of the Board of Commissioners No. 214.69/SKEP-MUTU/VII/2024, dated July 1, 2024.
Pursuant to the aforementioned Resolution, the Board of Commissioners has determined the composition of the Audit Committee as follows:
Chairperson
Previous: Herliana Dewi
New: Gati Wibawaningsih
Member
Beni Subena
I
Nyoman Widia
Dividend Policy
All common registered shares that have been issued and fully paid-up, including the common registered shares offered in this Initial Public Offering, carry the same and equal rights, including the right to dividend distributions.
Based on the Company Law, the Company may distribute cash or stock dividends by referring to the provisions stipulated in the Company’s Articles of Association and the approval of shareholders in a GMS, while taking into account the fairness of the dividend distribution and the interests of the Company. Pursuant to Articles 70 and 71 of the Company Law, as long as the Company has a positive retained earnings balance and has allocated mandatory reserves, the Company may distribute cash or stock dividends provided that: (1) the Company’s shareholders have approved such distribution in a GMS and (2) the Company has sufficient net profit for said dividend distribution.
Based on a resolution of the Board of Directors and with the approval of the Board of Commissioners, the Board of Directors may distribute interim dividends before the end of the Company’s financial year if the Company’s financial condition or capability permits, while remaining compliant with prevailing laws and regulations. This is on the condition that such interim dividends are accounted for against the dividends to be distributed based on the resolution of the subsequent Annual GMS. If the Company incurs a loss at the end of the financial year, any interim dividends already distributed must be returned by the shareholders to the Company. The Board of Commissioners and the Board of Directors shall be jointly and severally liable for the Company’s losses if the shareholders are unable to return said interim dividends.
Following the Initial Public Offering, the Company plans to pay cash dividends to the Company’s shareholders at a ratio of up to 30% (thirty percent) of the Company’s current year positive retained earnings after deducting allocations for mandatory reserves, using the 2023 financial year to be distributed in 2024. This plan will consider the Company’s financial health and the right of the Company’s General Meeting of Shareholders to determine otherwise in accordance with the Company’s Articles of Association. The distribution of dividends by the Company is determined based on the results of the Company’s Annual GMS, as well as the Company’s performance and business development plans.
There are no restrictions that limit the rights of public shareholders to receive dividends. The schedule, amount, and type of dividend payment will follow the recommendations of the Board of Directors; however, there is no certainty that the Company will distribute dividends in every accounting period. The decision to pay dividends will depend on management approval, based on considerations of several factors, including:
- The Company’s revenue and cash flow availability;
- The Company’s financial projections and working capital requirements;
- The Company’s business prospects;
- Capital expenditure and other investment plans;
- Investment plans and other growth drivers.
The determination of the amount and payment of dividends on such shares will depend on the recommendation of the Company’s Board of Directors, considering factors such as retained earnings, financial condition, liquidity, future business prospects, and cash requirements. Dividends will be paid in Rupiah (IDR). Shareholders on the recording date will be entitled to the full dividend amount, subject to the prevailing income tax regulations in Indonesia. Dividends received by foreign shareholders (outside Indonesia) will be subject to a 20% (twenty percent) income tax (in accordance with current tax regulations).
The Company’s dividend payment history is as follows:
| Year | Payment Date | Total Cash Dividend (IDR) |
|---|---|---|
| 2020 | 22 Desember 2021 | IDR 7,756,019,581 |
| 2021 | 12 Desember 2022 | IDR 7,466,913,118 |
| 2023 | 21 Desember 2023 | IDR 20,500,000,000 |
The Company’s dividend policy is a statement of current intent and is not legally binding, as such policy is subject to changes in Shareholder approval at the GMS.
Whistleblowing System
Protection for Whistleblowers
The Company is committed to providing protection to whistleblowers to foster a sense of security and encourage them to report violations. Protection for whistleblowers is provided in the following forms:
- Protection of the whistleblower’s identity confidentiality, including name, telephone number, or any information that can be used to contact the whistleblower.
- Protection against retaliation from the reported party or other interested parties.
- Protection from pressure, safeguarding of employee rights, protection against legal lawsuits, and protection of property and physical safety.
Submission of Violation Reports
Whistleblowers may submit violation reports to the Company’s management via the following email address:
- Reporting Email: [email protected]
Handling of Complaints
The Company guarantees that all incoming violation reports will be promptly followed up by the relevant parties. Repeated and systemic violations will be reported to the relevant officials who have the authority to implement corrective actions.
Complaint Management Party
The Company’s whistleblowing system is managed by the Internal Audit Unit under the direct supervision of and reporting to the Board of Directors. This unit periodically reviews every incoming report for further action.
Results of Complaint Handling
The implementation of the whistleblowing policy is considered an effective method for disclosing occurrences of fraud. Once a complaint is received, the report will be investigated by the internal audit team regarding the potential elements of violations or fraud.
During 2022, the Company did not receive any complaints or violation reports from employees or other parties.
