CORPORATE GOVERNANCE

Good Corporate Governance (GCG) serves as the foundation for transparent and healthy business activities. We strive to ensure that the implementation of corporate governance complies with capital market regulations and the guidelines set by various institutions overseeing corporate governance. This implementation includes the values of transparency, accountability, responsibility, independence, as well as fairness and equality. These principles reflect the Company’s commitment to maintaining the trust of customers, shareholders, bondholders, business partners, and other stakeholders.

Board of Commissioners

The Board of Commissioners is assigned to supervise the management of the Company carried out by the Directors and provide advice to the Directors. It also provides guidance to the Board of Directors and ensures the effective implementation of the company’s Good Corporate Governance (GCG) practices. The Company has a President Commissioner and an Independent Commissioner. This structure complies with the requirements set out in POJK No. 33/2014, which mandates that at least 30% (thirty percent) of the members of the Board of Commissioners must be Independent Commissioners.

Board of Directors

The Company has a President Director and two Directors who are collectively responsible for overseeing and ensuring the execution of all business activities of the Company.

Based on OJK Regulation No. 33/2014, the following are the duties and responsibilities of the Board of Directors:

To manage and be accountable for the operations of the Company or Public Company in the best interest of the Company or Public Company, in accordance with the objectives and purposes outlined in the Articles of Association.
To organize the Annual General Meeting of Shareholders (AGMS) and other General Meetings of Shareholders (GMS) as regulated by applicable laws and the Articles of Association.
To evaluate the performance of the committees at the end of each fiscal year.

Corporate Secretary

As a public company, the Company is required to have a Corporate Secretary function in accordance with the Financial Services Authority Regulation No. 35/POJK.04/2014 concerning the Corporate Secretary of Issuers or Public Companies.

The duties and responsibilities of the Corporate Secretary, as outlined in OJK Regulation No. 35/2014 dated December 8, 2014, concerning the Corporate Secretary of the Company or Public Company, are as follows:

To provide advice to the Board of Directors to ensure compliance with applicable regulations, including but not limited to Law No. 40 of 2007 on Limited Liability Companies, Law No. 8 of 1995 on Capital Markets, and other regulations in the Republic of Indonesia, as well as generally accepted corporate governance norms.
To stay updated on developments in the Capital Market, particularly regulations related to the Capital Market.
To act as a liaison between the Company and the Financial Services Authority, Indonesia Stock Exchange, stakeholders, and the public.
To maintain good relationships between the Company and the media.
To provide services to the public (investors) regarding any information required by investors related to the condition of the Company.
To carry out activities supporting the Company’s operations, including the Annual Report, General Meeting of Shareholders, Disclosure of Information, and others.
To prepare and implement Good Corporate Governance (GCG) practices within the Company.
To manage and prepare the Company’s documentation, including minutes of meetings of the Board of Directors and the Board of Commissioners, and other related matters.

Audit Committee

The Company has established an Audit Committee and created an Audit Committee Charter. The Audit Committee Charter serves as the working guidelines for the Audit Committee.

The committee is tasked with providing independent professional opinions to the Board of Commissioners regarding reports or matters presented by the Board of Directors to the Board of Commissioners, as well as identifying issues that require the attention of the Board of Commissioners.

The Company has also established an Internal Audit Unit and created an Internal Audit Charter to organize and carry out annual internal audits, as well as other matters related to financial reporting and internal controls, in accordance with its duties and responsibilities.

In accordance with POJK No. 56/2015, the Company has established an Internal Audit Unit in compliance with applicable regulations and provisions. Based on the Board of Directors’ Decree No. 01.025/AP-TM/II/2025 dated February 7, 2025, regarding the appointment of the Head of the Internal Audit Unit.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee is a subordinate body that supports the Board of Commissioners in overseeing the nomination and remuneration processes. Its purpose is to ensure that these processes are conducted in an objective, effective, and efficient manner. In accordance with the provisions of OJK Regulation No. 34 of 2014, the Company has established a Nomination and Remuneration function based on the Board of Commissioners’ Decree regarding the Appointment of the Company’s Nomination and Remuneration Committee, with Number 01.023/AP-TM/II/2025.