The governance structure of PT Mutuagung Lestari Tbk is designed to ensure effective oversight, accountability, and balanced decision-making across all levels of the organization. It defines clear roles and responsibilities among the General Meeting of Shareholders, the Board of Commissioners, and the Board of Directors in accordance with applicable laws and corporate governance principles.
This structure supports transparent management, risk control, and long-term sustainability while safeguarding the interests of shareholders and other stakeholders.
Governance Principles & Legal Basis
Articles of Association
The Articles of Association serve as the fundamental legal framework of the Company, governing its establishment, objectives, governance structure, and the rights and obligations of shareholders, the Board of Commissioners, and the Board of Directors.
Good Corporate Governance
MUTU is fully committed to implementing the principles of Good Corporate Governance (GCG) as the foundation for our operational activities and long-term business sustainability. We believe that robust governance creates transparency, strengthens accountability, and builds trust with our shareholders and stakeholders.
Board of Commissioners Charter
The Board of Commissioners Charter is a document prepared to regulate matters related to the oversight and responsibilities of the Board of Commissioners for the benefit of PT Mutuagung Lestari Tbk. (the “Company”) and in accordance with the Company’s purposes and objectives.
Legal Basis
Law No. 40 of 2007 concerning Limited Liability Companies as amended by Government Regulation in Lieu of Law No. 2 of 2022 concerning Job Creation;
- Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies;
- Financial Services Authority Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies;
- Financial Services Authority Regulation No. 55/POJK.04/2015 concerning the Establishment and Guidelines for the Implementation of Audit Committee Work;
- Decision of the Board of Directors of PT Bursa Efek Indonesia No. Kep-00183/BEI/12-2018 dated December 27, 2018, appendix to Stock Exchange Regulation No. I-A concerning the Listing of Shares and Equity-Type Securities Other Than Shares Issued by Listed Companies.
Work Ethics
- Members of the Board of Commissioners are prohibited from taking advantage of the Company for personal, family, and/or other parties’ interests that could damage the reputation or reduce the profits of the Company and its subsidiaries.
- Members of the Board of Commissioners are prohibited from taking and/or receiving personal benefits from the Company other than the remuneration and other facilities determined by the Company.
- Members of the Board of Commissioners are prohibited, directly or indirectly, from making false statements regarding material facts such that the statements made could be misleading regarding the condition of the Company at the time the statements were made.
Structure and Membership
The number of Board of Commissioners members consists of at least 2 (two) people, one of whom is appointed as the President Commissioner. The Company’s Board of Commissioners consists of 2 (two) or more members with the following provisions:
- In the event that the Board of Commissioners consists of 2 (two) members, 1 (one) of the members must be appointed as an Independent Commissioner;
- In the event that the Board of Commissioners consists of more than 2 (two) members, the number of Independent Commissioners must be at least 30% (thirty percent) of the total number of Board of Commissioners members;
- 1 (one) of the Board of Commissioners members is appointed as the President Commissioner, while considering the provisions of the Company Law, prevailing laws and regulations in the Capital Market sector, and other regulations related to the Company’s business activities.
Term of Office
- Members of the Board of Commissioners are appointed for a term starting from the date determined by the General Meeting of Shareholders (GMS) that appoints them and ending at the close of the 5th (fifth) annual GMS after their appointment date.
- In the event of a resignation or dismissal before the term of office ends, the term of office for a replacement appointed to fill the vacant position shall be in accordance with the GMS decision.
- The term of office for a Commissioner ends if:
(i) They pass away
(ii) Their term of office expires
(iii) They are declared bankrupt
(iv) They no longer meet the requirements as a member of the Board of Commissioners and/or an Independent Commissioner
(v) They resign and their resignation is accepted by the GMS
(vi) They are dismissed based on a GMS decision with clear and acceptable reasons - After their term of office ends, members of the Board of Commissioners may be reappointed by the GMS. Independent Commissioners may serve for 2 (two) terms and can be reappointed for a 3rd (third) term by declaring their continued independence to the GMS.
Board of Commissioners
Firdaus, Ak., MBA
President Commissioner
Mohamad Indra Permana
Commissioner
Herliana Dewi
Independent Commissioner
Board of Directors Charter
The Board of Directors Charter is a document prepared to regulate matters related to the management and responsibilities of the Board of Directors for the benefit of PT Mutuagung Lestari Tbk. (the “Company”) and in accordance with the Company’s purposes and objectives.
Legal Basis
- Law No. 40 of 2007 concerning Limited Liability Companies as amended by Government Regulation in Lieu of Law No. 2 of 2022 concerning Job Creation;
- Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies;
- Financial Services Authority Regulation No. 29/POJK.04/2015 concerning the Submission of Annual Reports of Issuers or Public Companies;
- Financial Services Authority Regulation No. 60/POJK.04/2015 concerning Information Disclosure of Certain Shareholders;
- Decision of the Board of Directors of PT Bursa Efek Indonesia No. Kep-00183/BEI/12-2018 dated December 27, 2018, appendix to Stock Exchange Regulation No. I-A concerning the Listing of Shares and Equity-Type Securities Other Than Shares Issued by Listed Companies.
Work Ethics
- Members of the Board of Directors are prohibited from taking advantage of the Company for personal, family, and/or other parties’ interests that could damage the reputation or reduce the profits of the Company and its subsidiaries.
- Members of the Board of Directors are prohibited from taking and/or receiving personal benefits from the Company other than the remuneration and other facilities determined by the Company.
- Members of the Board of Directors are prohibited, directly or indirectly, from making false statements regarding material facts such that the statements made could be misleading regarding the condition of the Company at the time the statements were made.
Membership
The number of Board of Directors members consists of at least 2 (two) people, one of whom is appointed as the President Director. Taking into account the provisions in the capital market sector, the Company is required to have at least 1 (one) Independent Director within the Board of Directors.
Term of Office
- Members of the Board of Directors are appointed for a term starting from the date determined by the General Meeting of Shareholders (GMS) that appoints them and ending at the close of the 5th (fifth) annual GMS after their appointment date.
- In the event of a resignation or dismissal before the term of office ends, the term of office for a replacement appointed to fill the vacant position shall be in accordance with the GMS decision.
- The term of office for a member of the Board of Directors ends if:
(i) They pass away
(ii) Their term of office expires
(iii) They are declared bankrupt
(iv) They no longer meet the requirements as a member of the Board of Directors and/or an Independent Director
(v) They resign and their resignation is accepted by the GMS
(vi) They are dismissed based on a GMS decision with clear and acceptable reasons - After their term of office ends, members of the Board of Directors may be reappointed by the GMS.
Duties, Responsibilities, and Authority
- To carry out and be fully responsible for the management of the Company in accordance with the provisions set forth in the Company’s Articles of Association.
- Obligated to organize the Annual General Meeting of Shareholders (“GMS”) and other GMS in accordance with the Company’s Articles of Association.
- To carry out their duties and responsibilities with full responsibility, prudence, and compliance with work ethics as well as prevailing laws, regulations, and other applicable rules.
- To implement Good Corporate Governance in every Company activity at all organizational levels.
- To prepare Company reports, data, and information, including documenting them so they can be accessed when needed.
- Authorized to exercise the authority granted by the Company’s Articles of Association.
BOARD OF DIRECTORS
Arifin Lambaga
President Director
Sumarna
Director
Irham Budiman
Director
Audit Committee Charter
The Audit Committee is an integral part of the Company’s efforts to implement the principles of Good Corporate Governance (GCG), namely transparency, accountability, responsibility, independence, and fairness.
Membership
- The Audit Committee consists of at least 3 (three) members originating from Independent Commissioners and parties from outside the Company.
- The Audit Committee is chaired by an Independent Commissioner.
- Independent Commissioners must meet the following requirements:
- Not a person who works or has the authority and responsibility to plan, lead, control, or supervise the Company’s activities within the last 6 (six) months;
- Does not hold shares, either directly or indirectly, in the Company;
- Has no Affiliation with the Company, members of the Board of Commissioners, members of the Board of Directors, or Major Shareholders of the Company; and
- Has no business relationship, either directly or indirectly, related to the Company’s business activities.
Membership Requirements
- Possess high integrity, ability, knowledge, and experience in accordance with their field of work, and be able to communicate effectively;
- Understand financial statements, the company’s business—especially those related to the Company’s services or business activities—the audit process, risk management, and laws and regulations in the Capital Market sector as well as other related laws and regulations;
- Comply with the Audit Committee code of ethics established by the Company;
- Willing to continuously improve competence through education and training;
- Have at least 1 (one) member with an educational background and expertise in accounting and finance;
- Not a person from a Public Accounting Firm, Law Firm, Public Appraiser Office, or other parties providing insurance services, non-insurance services, appraisal services, and/or other consulting services to the Company within the last 6 (six) months;
- Not a person who works or has the authority and responsibility to plan, lead, control, or supervise the Company’s activities within the last 6 (six) months, except for Independent Commissioners;
- Does not hold shares, directly or indirectly, in the Company;
Duties and Responsibilities
The Audit Committee has duties and responsibilities including:
- Reviewing financial information to be released by the Company to the public and/or other related reports to authorities, including financial statements, projections, and other reports related to the Company’s financial information;
- Reviewing compliance with laws and regulations related to the Company’s activities;
- Providing opinions on independent services in the event of a difference of opinion between management and the Independent Accountant regarding services provided;
- Providing recommendations to the Board of Commissioners regarding the appointment of an Independent Accountant based on independence, scope of assignment, and service fees;
- Reviewing the implementation of examinations by internal auditors and overseeing the implementation of follow-up actions by the Board of Directors on internal auditor findings;
- Reviewing risk management implementation activities carried out by the Board of Directors, if the Company does not have a risk monitoring function under the Board of Commissioners;
- Reviewing complaints related to the Company’s accounting and financial reporting processes;
- Reviewing and providing advice to the Board of Commissioners regarding potential conflicts of interest within the Company; and
- Maintaining the confidentiality of Company documents, data, and information.
Authority
In carrying out its duties, the Audit Committee has the following authority:
- Accessing Company documents, data, and information regarding employees, funds, assets, and required company resources;
- Communicating directly with employees, including the Board of Directors and parties performing internal audit and risk management functions regarding the duties and responsibilities of the Audit Committee;
- Involving independent parties outside the Audit Committee members as needed to assist in the performance of its duties (if required); and
- Exercising other authorities granted by the Board of Commissioners.
Work Procedures and Protocols
In the implementation of its duties and responsibilities, the Audit Committee prepares an annual work program to be reported to the Board of Commissioners. The Audit Committee’s annual work program is adjusted and aligned with the Company’s financial reporting cycle.
Audit Committee Meetings
- The Audit Committee holds periodic meetings at least 1 (one) time every 3 (three) months.
- Audit Committee meetings can only be held if attended by more than 1/2 (one-half) of the total members.
- Audit Committee meeting decisions are made based on deliberation for consensus.
- Every Audit Committee meeting is documented in meeting minutes, including any dissenting opinions, signed by all Audit Committee members present and submitted to the Board of Commissioners.
Handling of Complaints or Reporting Regarding Alleged Violations Related to Financial Reporting
The Company provides facilities for complaints (whistleblower). These complaints cover those related to employees up to the Company’s stakeholders. The complaint handling system is in accordance with what is regulated in the internal audit violation reporting system. The Audit Committee reviews the effectiveness and efficiency of said violation reporting system.
Reporting
- The Audit Committee is required to report to the Board of Commissioners on every assignment given.
- The Audit Committee is required to prepare an annual report on the implementation of Audit Committee activities to be disclosed in the Company’s Annual Report.
- The Company submits information regarding the appointment and dismissal of the Audit Committee to the Financial Services Authority (OJK) in accordance with laws and regulations.
- Information regarding appointment and dismissal as referred to in point c is uploaded to the stock exchange website and/or the Company’s website.
Audit Committee
Nomination and Remuneration Committee Charter
The establishment of the Nomination and Remuneration Committee is an integral part of the Company’s efforts to implement the principles of Good Corporate Governance.
Legal Basis
Code of Ethics
Membership
The Nomination and Remuneration Committee consists of at least 3 (three) members, with the following provisions:
- Composition of the Nomination and Remuneration Committee members:
(i) 1 (one) chairperson concurrently serving as a member, who is an Independent Commissioner; and
(ii) Other members, who may originate from:- Members of the Board of Commissioners;
- Parties from outside the Company; or
- Parties holding managerial positions below the Board of Directors in charge of human resources;
- The majority of the Nomination and Remuneration Committee members, other than (excluding) the Independent Commissioner, must not originate from parties holding managerial positions below the Board of Directors in charge of human resources;
- Requirements for Nomination and Remuneration Committee members from outside the Company:
(i) Have no Affiliation with the Company, members of the Board of Directors, members of the Board of Commissioners, or the Company’s major shareholders;
(ii) Have experience related to Nomination and/or Remuneration; and
(iii) Do not hold concurrent positions as members of other committees owned by the Company; - Members of the Board of Directors cannot be members of the Nomination and Remuneration Committee.
Term of Office
- Members of the Nomination and Remuneration Committee are appointed and dismissed based on the decision of the Board of Commissioners’ meeting.
- Members of the Nomination and Remuneration Committee are appointed for a specific term and may be reappointed, provided that the term of office for Nomination and Remuneration Committee members is not longer than the term of office of the Board of Commissioners as regulated in the Company’s Articles of Association.
- The replacement of Nomination and Remuneration Committee members who do not originate from the Board of Commissioners is carried out within 60 days since the respective member can no longer perform their function.
- The Chairperson of the Nomination and Remuneration Committee may propose the replacement of members if one of the members’ term of duty ends, resigns, or is dismissed.
Duties and Responsibilities
- The Nomination and Remuneration Committee acts independently in carrying out its duties.
- The Nomination and Remuneration Committee is responsible to the Board of Commissioners.
- The Nomination and Remuneration Committee has duties and responsibilities including the following:
- Related to the Nomination function:
(i) Providing recommendations to the Board of Commissioners regarding:- The composition of positions for members of the Board of Directors and/or members of the Board of Commissioners;
- Policies and criteria needed in the Nomination process;
- Evaluation policies for the performance of members of the Board of Directors and/or members of the Board of Commissioners;
(ii) Assisting the Board of Commissioners in assessing the performance of members of the Board of Directors and/or members of the Board of Commissioners based on established benchmarks as evaluation material;
(iii) Providing recommendations to the Board of Commissioners regarding capability development programs for members of the Board of Directors and/or members of the Board of Commissioners; and
(iv) Proposing qualified candidates as members of the Board of Directors and/or members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
- Related to the Nomination function:
- Related to the Remuneration function:
(i) Providing recommendations to the Board of Commissioners regarding:- Remuneration structure;
- Remuneration policies; and
- Remuneration amounts;
(ii) Assisting the Board of Commissioners in assessing performance in relation to the suitability of the Remuneration received by each member of the Board of Directors and/or member of the Board of Commissioners.
Nomination and Remuneration Committee
Corporate Secretary Charter
Legal Basis
- Law No. 8 of 1997 concerning Corporate Documents.
- Law No. 8 of 1995 concerning Capital Markets as amended by Law No. 4 of 2023 concerning the Development and Strengthening of the Financial Sector.
- Law No. 40 of 2007 concerning Limited Liability Companies as amended by Government Regulation in Lieu of Law No. 2 of 2022 concerning Job Creation.
- Law No. 21 of 2011 concerning the Financial Services Authority as amended by Law No. 4 of 2023 concerning the Development and Strengthening of the Financial Sector.
- Financial Services Authority Regulation No. 35/POJK.04/2014 concerning the Corporate Secretary of Issuers or Public Companies.
- Decision of the Board of Directors of PT Bursa Efek Indonesia No. Kep-00183/BEI/12-2018 dated December 27, 2018, appendix to Stock Exchange Regulation No. I-A concerning the Listing of Shares and Equity-Type Securities Other Than Shares Issued by Listed Companies.
- Regulation Number 1-E concerning the Obligation to Submit Information through the Decision of the Board of Directors of PT Bursa Efek Indonesia Number Kep-00015/BEI/01-2021 dated January 29, 2021, regarding the Amendment to Regulation Number 1-E concerning the Obligation to Submit Information as amended by the Decree of the Board of Directors of PT Bursa Efek Indonesia No. Kep-00066/BEI/09-2022 dated September 30, 2022, regarding the Amendment to Regulation Number 1-E concerning the Obligation to Submit Information.
- The Company’s Articles of Association.
Appointment, Dismissal, and Resignation:
- The Corporate Secretary is appointed and dismissed based on a decision of the Board of Directors.
- The Board of Directors may dismiss the Corporate Secretary.
- The Corporate Secretary may resign at any time by submitting a resignation letter to the Company’s Board of Directors.
- In the event of a vacancy in the Corporate Secretary position, the Company is required to appoint a replacement within a maximum period of 60 (sixty) days from the occurrence of the vacancy. During the vacancy, the Corporate Secretary duties shall be concurrently held by a member of the Board of Directors or an individual appointed as an interim Corporate Secretary without regard to the Corporate Secretary requirements.
- The Company’s Board of Directors, no later than 2 (two) working days after the appointment, dismissal, or resignation, is required to:
- Submit a report to the Financial Services Authority regarding the appointment, dismissal, and resignation of the Corporate Secretary; and
- Publish on the Company’s Website and the Stock Exchange Website regarding the appointment, dismissal, and resignation of the Corporate Secretary, as well as the Corporate Secretary vacancy (if any).
Functions and Responsibilities of the Corporate Secretary:
- The Corporate Secretary is responsible to the Board of Directors.
- The Corporate Secretary functions include:
- Monitoring capital market developments;
- Providing input to the Board of Directors and Board of Commissioners of the Company to comply with the provisions of laws and regulations in the Capital Market sector;
- Assisting the Board of Directors and Board of Commissioners in the implementation of corporate governance, including:
- Information disclosure to the public, including the availability of information on the Company’s website;
- Timely submission of reports to the Financial Services Authority (OJK) and related institutions, including the Indonesia Stock Exchange (IDX);
- Organization and documentation of the General Meeting of Shareholders;
- Organization and documentation of meetings of the Board of Directors and/or Board of Commissioners;
- Implementation of orientation programs for the Board of Directors and/or Board of Commissioners. Acting as a liaison between the Company and its shareholders, the Financial Services Authority, and other stakeholders.
- The Corporate Secretary responsibilities include:
- Maintaining the confidentiality of documents, data, and information that are confidential, except in the context of fulfilling obligations in accordance with laws and regulations;
- Assisting in monitoring the Company’s compliance with Company regulations and other laws and regulations;
- Informing the Board of Directors and Board of Commissioners in the event of new laws and regulations;
- Preparing periodic reports on the implementation of duties at least 1 (one) time in 1 (one) fiscal year.
- The Corporate Secretary is prohibited from taking personal advantage, either directly or indirectly, that harms the Company.
- The Corporate Secretary must undergo education and/or training to increase knowledge and understanding to assist in the performance of duties.
- Any information submitted by the Corporate Secretary to the public must have the approval or knowledge of the Company’s Board of Directors and constitutes official information from the Company.
Code of Ethics
Corporate Secretary
Internal Audit Charter
This Audit Charter is a formal document containing the recognition of existence and commitment from the Company’s leadership toward the Internal Audit Unit (“UAI”) function. This charter serves as the basis for the existence and execution of oversight duties by the Company’s UAI auditors and is intended to be known by employees and other related parties to achieve mutual understanding and good cooperation in realizing the Company’s Vision and Mission.
Legal Basis
- Law Number 40 of 2007 concerning Limited Liability Companies
- Law Number 8 of 1995 concerning Capital Markets
- Financial Services Authority Regulation Number 56/POJK.04/2015 dated December 29, 2016, concerning the Establishment and Guidelines for the Preparation of Internal Audit Unit Charters.
-
-
Vision and Mission
The Vision of the Company’s UAI is to become an independent, objective, trusted, and responsive partner to the Board of Directors in its efforts to support the Board of Directors’ duties in achieving its targets.
The Mission of the Company’s UAI is as follows:
- To carry out internal audits of the Company’s activities and operations;
- To perform examinations and evaluations of operational and financial management control processes to ensure that the principles of good corporate governance are implemented;
- To provide consulting services and recommendations to enhance the effectiveness and efficiency of performance and the quality of the Company’s management;
- To continuously improve competence to become professional internal auditors.
-
-
Duties and Responsibilities
The duties and responsibilities of the Company’s UAI are as follows:
- Prepare and implement the annual internal audit work plan and program;
- Test and evaluate the implementation of internal controls and risk management systems in accordance with Company policy;
- Perform examinations and assessments of efficiency and effectiveness in the fields of finance, projects, marketing, accounting, operations, human resources, marketing, information technology, and other activities;
- Provide suggestions for improvement and objective information regarding the audited activities at all levels of management;
- Monitor, analyze, and report on the implementation of suggested follow-up improvements;
- Cooperate with the Audit Committee;
- Develop programs to evaluate the quality of the internal audit activities performed;
- Conduct special examinations if necessary.
-
-
Organizational Structure and Authority
The structure and position of the Company’s UAI are as follows:
- UAI consists of 1 (one) or more internal auditors;
- UAI is led by a Head of UAI;
- In the event that the UAI consists of 1 (one) internal auditor, said internal auditor also acts as the Head of UAI.
- The number of internal auditors is adjusted to the size and level of complexity of the Company’s business activities;
- The Head of UAI is appointed and dismissed by the President Director with the approval of the Board of Commissioners;
- In the event that the Head of UAI does not meet the requirements as an auditor within the UAI and/or fails or is incompetent in performing duties, the President Director may dismiss the Head of UAI after obtaining approval from the Board of Commissioners.
-
-
Requirements
The requirements to be met by internal auditors within the Company’s UAI are as follows:
- Possess integrity and professional, independent, honest, and objective behavior in the performance of duties;
- Possess knowledge and experience regarding audit techniques and other disciplines relevant to their field of duty;
- Possess knowledge of laws and regulations in the capital market sector and other related laws and regulations;
- Possess the skill to interact and communicate effectively, both orally and in writing;
- Comply with professional standards issued by the Internal Audit Association;
- Comply with the Internal Audit Code of Ethics;
- Maintain the confidentiality of company information and/or data related to the performance of Internal Audit duties and responsibilities, unless required by laws and regulations or a court order/decision;
- Understand the principles of good corporate governance and risk management; and
- Be willing to continuously increase professional knowledge, skills, and abilities.
-
-
Authority
The authority of the Company’s UAI is as follows:
- Access all relevant information about the Company related to its duties and functions;
- Communicate directly with the Board of Directors, Board of Commissioners, and/or Audit Committee, as well as members of the Board of Directors, Board of Commissioners, and/or Audit Committee;
- Hold periodic and incidental meetings with the Board of Directors, Board of Commissioners, and/or Audit Committee; and
- Coordinate its activities with the activities of external auditors.
-
-
Code of Ethics
In the performance of its duties, UAI must have a Professional Code of Ethics that refers to the International Standards for the Professional Practice of Internal Auditing from The Institute of Internal Auditors, including compliance with the Internal Audit Code of Ethics as follows:
- Integrity: The integrity of internal auditors establishes trust and thus provides the basis for reliance on their judgment.
- Objectivity: Internal auditors exhibit the highest level of professional objectivity in gathering, evaluating, and reporting information about the activity or process being examined. Internal auditors make a balanced assessment of all relevant circumstances and are not unduly influenced by their own interests or by others in forming judgments.
- Confidentiality: Internal auditors respect the value and ownership of information they receive and do not disclose information without appropriate authority unless there is a legal or professional obligation to do so;
- Competence: Internal auditors apply the knowledge, skills, and experience needed in the performance of internal audit services.
-
-
Dual Duties
Internal Audit personnel/officials in the Company’s UAI may not hold dual duties or positions in the company’s operational activities, either within the Company or its subsidiaries.
Thus, this Internal Audit Implementation Charter of PT Mutuagung Lestari Tbk is prepared and must be implemented by all Internal Auditors with a full sense of responsibility.
- Validity period and evaluation:
This Charter was established by the Board of Directors on March 24, 2023; - This Charter will be periodically evaluated for improvement.
-
BOARD OF DIRECTORS
Arifin Lambaga
President Director
Sumarna
Director
Irham Budiman
Director
General Meeting of Shareholders
The Board of Directors Charter is a document prepared to regulate matters related to the management and responsibilities of the Board of Directors for the benefit of PT Mutuagung Lestari Tbk. (the “Company”) and in accordance with the Company’s purposes and objectives.
Legal Basis
- Law No. 40 of 2007 concerning Limited Liability Companies as amended by Government Regulation in Lieu of Law No. 2 of 2022 concerning Job Creation;
- Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies;
- Financial Services Authority Regulation No. 29/POJK.04/2015 concerning the Submission of Annual Reports of Issuers or Public Companies;
- Financial Services Authority Regulation No. 60/POJK.04/2015 concerning Information Disclosure of Certain Shareholders;
- Decision of the Board of Directors of PT Bursa Efek Indonesia No. Kep-00183/BEI/12-2018 dated December 27, 2018, appendix to Stock Exchange Regulation No. I-A concerning the Listing of Shares and Equity-Type Securities Other Than Shares Issued by Listed Companies.
Work Ethics
- Members of the Board of Directors are prohibited from taking advantage of the Company for personal, family, and/or other parties’ interests that could damage the reputation or reduce the profits of the Company and its subsidiaries.
- Members of the Board of Directors are prohibited from taking and/or receiving personal benefits from the Company other than the remuneration and other facilities determined by the Company.
- Members of the Board of Directors are prohibited, directly or indirectly, from making false statements regarding material facts such that the statements made could be misleading regarding the condition of the Company at the time the statements were made.
Membership
The number of Board of Directors members consists of at least 2 (two) people, one of whom is appointed as the President Director. Taking into account the provisions in the capital market sector, the Company is required to have at least 1 (one) Independent Director within the Board of Directors.
Term of Office
- Members of the Board of Directors are appointed for a term starting from the date determined by the General Meeting of Shareholders (GMS) that appoints them and ending at the close of the 5th (fifth) annual GMS after their appointment date.
- In the event of a resignation or dismissal before the term of office ends, the term of office for a replacement appointed to fill the vacant position shall be in accordance with the GMS decision.
- The term of office for a member of the Board of Directors ends if:
(i) They pass away
(ii) Their term of office expires
(iii) They are declared bankrupt
(iv) They no longer meet the requirements as a member of the Board of Directors and/or an Independent Director
(v) They resign and their resignation is accepted by the GMS
(vi) They are dismissed based on a GMS decision with clear and acceptable reasons - After their term of office ends, members of the Board of Directors may be reappointed by the GMS.
Duties, Responsibilities, and Authority
- To carry out and be fully responsible for the management of the Company in accordance with the provisions set forth in the Company’s Articles of Association.
- Obligated to organize the Annual General Meeting of Shareholders (“GMS”) and other GMS in accordance with the Company’s Articles of Association.
- To carry out their duties and responsibilities with full responsibility, prudence, and compliance with work ethics as well as prevailing laws, regulations, and other applicable rules.
- To implement Good Corporate Governance in every Company activity at all organizational levels.
- To prepare Company reports, data, and information, including documenting them so they can be accessed when needed.
- Authorized to exercise the authority granted by the Company’s Articles of Association.
BOARD OF DIRECTORS
- Arifin Lambaga, President Director
- Sumarna, Director
- Irham Budiman, Director
Board of Commisioners
The Board of Commissioners, as the Company’s oversight and supervisory body, is directly accountable to the Shareholders. The Board of Commissioners also provides advice to the Board of Directors.
Guidelines regarding the execution of the duties and responsibilities of the Board of Commissioners are governed by the Board of Commissioners Charter.
The Company has an Independent Commissioner in compliance with Financial Services Authority (OJK) Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies.
The composition of the Company’s Board of Commissioners is as follows:
Board of Director
The Board of Directors is responsible for managing the Company for the interests and objectives of the Company and is authorized to represent the Company both in and out of court.
Guidelines regarding the execution of the duties and responsibilities of the Board of Directors are governed by the Board of Directors Charter. Provisions concerning requirements, procedures for appointment/dismissal, duties, authorities, and responsibilities of the Board of Directors are guided by the Company’s Articles of Association, OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, Exchange Regulations, and the Company Law.
Members of the Board of Directors are appointed by considering integrity and honesty, experience, expertise, gender diversity, as well as commitment and dedication to developing the Company. The Company’s Board of Directors consists of 4 (four) individuals, one of whom is appointed as the President Director, with a term of office of 3 (three) years starting from the date of appointment.
The composition of the members of the Company’s Board of Directors is as follows: