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 Company has a President Commissioner and an Independent Commissioner. This complies with the provisions of POJK No. 33/2014, which requires that Independent Commissioners comprise at least 30% (thirty percent) of the total members of the Board of Commissioners. Based on POJK No. 33/2014, the Board of Commissioners is responsible for supervising and overseeing the management policies, the general course of management of the Company and its business, and providing advice to the Board of Directors.

The duties of the Board of Commissioners include:

Supervising and being responsible for oversight of management policies and the general conduct of the Company and its business, as well as providing advice or direction to the Board of Directors.
Conducting meetings for the formation of committees that assist in carrying out the duties and responsibilities of the Board of Directors.

In accordance with POJK No. 33/2014, the Board of Commissioners is required to hold meetings with Commissioners at least once every 4 (four) months.

The formulation of the structure, policy, and amount of remuneration for the Board of Commissioners, as stipulated in POJK No. 34/2014, shall take into consideration the following:

Industry remuneration standards in accordance with the business activities of the Issuer or Public Company of a similar nature and business scale within the industry;
The duties, responsibilities, and authorities of members of the Board of Directors and/or the Board of Commissioners in relation to the achievement of the Issuer’s or Public Company’s objectives and performance;
The performance targets or performance of each member of the Board of Directors and/or Board of Commissioners; and
The balance between fixed and variable benefits.

Board of Directors

The Company has a President Director and two Directors who are jointly and fully responsible for the execution and management of all the Company’s business activities.

Based on Financial Services Authority Regulation No. 33/2014, the duties and responsibilities of the Board of Directors are as follows:

To manage and be responsible for the management of the Company or Public Company in the interest of the Company or Public Company in accordance with the purposes and objectives as stated in the Articles of Association.
To organize the Annual General Meeting of Shareholders (AGMS) and other General Meetings of Shareholders as stipulated in the applicable laws and regulations and the Articles of Association.
To evaluate the performance of committees at the end of each financial year.

Audit Committee

The Company has established an Audit Committee and has prepared an Audit Committee Charter. The Audit Committee Charter serves as a working guideline for the Audit Committee.

The Audit Committee was appointed in accordance with Financial Services Authority Regulation (POJK) No. 55/2015, based on the Decision of the Company’s Board of Commissioners No. 01.024/AP-TM/II/2025 dated February 7, 2025.

This committee is responsible for providing independent and professional opinions to the Company’s Board of Commissioners regarding reports or matters submitted by the Board of Directors to the Board of Commissioners, as well as identifying issues that require the attention of the Board of Commissioners, which include but are not limited to:

Preparing an annual work plan approved by the Company’s Board of Commissioners;
Reviewing financial information to be issued by the Company such as financial statements, projections, and other financial data;
Reviewing the Company’s compliance with applicable laws and regulations related to its business activities;
Assessing the implementation of audits conducted by internal auditors and monitoring follow-up actions by the Board of Directors on internal audit findings;
Reviewing and reporting to the Company’s Board of Commissioners any complaints related to the Company;
Maintaining confidentiality with the Public Accountant regarding the Company’s data and information;
Overseeing the relationship with the Public Accountant and holding meetings/discussions with the Public Accountant;
Drafting, reviewing, and updating the Audit Committee Charter when necessary;
Providing an independent opinion in the event of disagreement between management and the Public Accountant regarding the services provided;
Providing recommendations to the Company’s Board of Commissioners on the appointment of a Public Accountant based on independence, scope of work, and fee;
Reviewing risk management activities carried out by the Board of Directors in the event that the Company does not have a risk oversight function under the Board of Commissioners; and
Reviewing and advising the Company’s Board of Commissioners on potential conflicts of interest involving the Company.

Audit Committee Authorities:

Accessing documents, data, and information of the Issuer or Public Company concerning employees, funds, assets, and other necessary resources;
Communicating directly with employees, including Directors and parties performing internal audit functions, risk management, and Accountants in relation to the Audit Committee’s duties and responsibilities;
Involving independent external parties outside the Audit Committee, as necessary, to assist in the performance of its duties.

The Audit Committee Charter can be accessed through the following link: click here.

Profile of the chairman and members of the Audit Committee:

Nomination and Remuneration Committee

In accordance with the provisions of Financial Services Authority Regulation (POJK) 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, Decree No. 01.023/AP-TM/II/2025 dated February 7, 2025. The complete guideline for the Nomination and Remuneration Function is available at click here.

Corporate Secretary

In compliance with Financial Services Authority Regulation (POJK) No. 35/2014, and based on the Board of Directors’ Decree No. 01.026/AP-TM/II/2025 dated February 7, 2025, the Company has appointed Arif as the Corporate Secretary to carry out the duties of the Corporate Secretary.

The duties and responsibilities of the Corporate Secretary, as referred to in POJK No. 35/2014 dated December 8, 2014 concerning the Corporate Secretary of a Company or Public Company, include the following:

Providing input to the Company’s 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 all other applicable laws and regulations in the Republic of Indonesia, in accordance with general corporate governance principles;
Monitoring developments in the capital market, particularly regulations applicable to the capital market sector;
Acting as a liaison between the Company and the Financial Services Authority (OJK), the Indonesia Stock Exchange, stakeholders, and the public;
Maintaining good relations between the Company and the mass media;
Providing services to the public (investors) in relation to information required regarding the Company’s condition;
Carrying out activities that support the Company’s objectives, including preparing the Annual Report, organizing the General Meeting of Shareholders (GMS), ensuring information disclosure, and other relevant matters;
Preparing and promoting the implementation of Good Corporate Governance (GCG) practices within the Company;
Maintaining and organizing the Company’s documentation, including minutes of meetings of the Board of Directors and Board of Commissioners, as well as other related matters.

Internal Audit

In accordance with Financial Services Authority Regulation (POJK) No. 56/2015, the Company has established an Internal Audit Unit in compliance with applicable rules and regulations. Based on the Board of Directors’ Decree No. 01.025/AP-TM/II/2025 dated February 7, 2025, the Head of the Internal Audit Unit has been appointed. For the complete Internal Audit Charter, please click here.

LEMBAGA PENUNJANG

Kantor Akuntan Publik

Menix & Rekan

Voza Tower Building, 11th Floor, Unit G

Jl. HR. Muhammad No. 31, Putat Gede, Suko Manunggal, Surabaya.