PT Nusa Konstruksi Enjiniring Tbk is committed to consistently and continuously implementing Good Corporate Governance (GCG) as a fundamental basis for conducting its business and creating long-term value for all stakeholders.
The Company’s GCG implementation is founded on five core principles: transparency, accountability, responsibility, independence, and fairness and equality. These principles serve as the foundation for decision-making, business management, and the Company’s relationships with shareholders, employees, business partners, customers, government authorities, and other stakeholders.
The Company continuously strengthens its governance structure and mechanisms through the effective roles of the General Meeting of Shareholders, Board of Commissioners, and Board of Directors, supported by governance functions including committees under the Board of Commissioners, the Corporate Secretary, and the Internal Audit Unit.
This commitment is reinforced through the implementation of a Code of Conduct, internal control system, risk management, regulatory compliance, whistleblowing system, and anti-corruption programs. The Company also continuously evaluates and enhances its governance framework to ensure that it remains relevant to business developments and regulatory changes.
Through strong and consistent GCG practices, NKE strives to foster a corporate culture built on integrity, professionalism, and accountability, while strengthening stakeholder trust and supporting sustainable business growth.
PT Nusa Konstruksi Enjiniring Tbk implements the TARIF principles as the foundation for professional, ethical, and sustainable business practices:
Transparency – providing accurate, clear, and timely information.
Accountability – ensuring clear functions, authorities, and responsibilities.
Responsibility – conducting business in compliance with applicable regulations and standards.
Independence – making objective decisions free from conflicts of interest.
Fairness – ensuring fair and equal treatment of all stakeholders.
Good Corporate Governance (GCG) is one of the fundamental pillars supporting the sustainability of PT Nusa Konstruksi Enjiniring Tbk. For the Company, sustainability is not solely about achieving economic performance, but also about conducting business responsibly, transparently, ethically, and with due consideration for the interests of all stakeholders.
The implementation of the Transparency, Accountability, Responsibility, Independence, and Fairness (TARIF) principles provides the foundation for ensuring that business decisions and activities are carried out professionally and responsibly. Strong governance enables the Company to effectively manage risks, ensure regulatory compliance, strengthen internal controls, and uphold integrity throughout its business processes.
GCG also plays an important role in building stakeholder trust and long-term relationships. Through information transparency, effective oversight mechanisms, the implementation of a Code of Conduct, whistleblowing mechanisms, anti-corruption programs, and risk management, the Company strives to ensure that the interests of shareholders and other stakeholders are appropriately and fairly considered.
In line with its sustainability commitment, the Company continuously evaluates and enhances its governance systems and structures to remain relevant to business developments, industry dynamics, and regulatory changes. Therefore, GCG is not merely viewed as a compliance requirement, but as an integral part of the Company’s corporate culture and sustainability strategy.
Through strong and consistent governance practices, NKE is committed to building a responsible, resilient, and long-term-oriented business, while creating sustainable value for shareholders, customers, employees, business partners, communities, and other stakeholders.
PT Nusa Konstruksi Enjiniring Tbk is committed to maintaining transparency in providing information to shareholders and all stakeholders. The Company ensures that material information is disclosed in an accurate, clear, timely, and understandable manner in accordance with applicable regulations. Transparency is demonstrated through information disclosure, periodic reports, annual and sustainability reports, and the Company’s official communication channels. Through consistent transparency, the Company strives to strengthen stakeholder trust and ensure adequate access to relevant information.
The Company applies the principle of accountability by ensuring clear functions, duties, authorities, and responsibilities across all corporate organs and organizational levels. Each corporate organ performs its role in accordance with its respective authority and responsibilities, supported by effective oversight and control mechanisms. This principle is strengthened through internal control, risk management, internal audit, and performance evaluation to ensure that every decision and action can be properly accounted for in a professional manner.
The Company conducts its business with a strong commitment to compliance with applicable laws and regulations, relevant standards, and responsibility for economic, social, and environmental aspects. The principle of responsibility is implemented through the Code of Conduct, compliance practices, risk management, internal control, anti-corruption programs, and social and sustainability initiatives. The Company also continuously integrates integrity and ethical values into its operations as an essential part of its corporate culture.
The Company ensures that its management and decision-making processes are conducted objectively, professionally, and free from conflicts of interest or undue intervention. Each corporate organ and function performs its duties within clearly defined authorities and responsibilities while maintaining appropriate segregation of duties and independence in oversight and decision-making processes. The Company also takes measures to prevent conflicts of interest and ensure that decisions are made in the best interests of the Company and its stakeholders.
The Company upholds the principles of fairness and equality in respecting and fulfilling the rights and interests of all stakeholders in accordance with applicable regulations. This principle is reflected in fair treatment of all shareholders, equal opportunities for employees, and the creation of an inclusive and non-discriminatory working environment. The Company values diversity and strives to ensure that every stakeholder receives fair and equitable treatment according to their respective rights and responsibilities.
The Board of Commissioners is a corporate organ responsible for overseeing and advising the Board of Directors in managing the Company. The Board of Commissioners ensures that the Company is managed in accordance with applicable laws and regulations, Good Corporate Governance (GCG) principles, and the interests of the Company and its stakeholders.
In carrying out its oversight function, the Board of Commissioners monitors and evaluates the Company’s policies and strategic implementation, the performance of the Board of Directors, risk management, GCG implementation, and sustainability-related matters. The Board of Commissioners also provides guidance and recommendations to the Board of Directors to support the effective and sustainable achievement of the Company’s objectives.
The Board of Commissioners is supported by committees established under the Board of Commissioners, which assist in carrying out its oversight responsibilities in accordance with their respective areas of expertise and duties. Through effective oversight mechanisms, the Board of Commissioners strives to maintain a balance between the interests of the Company, shareholders, and all stakeholders.
The Board of Commissioners performs its duties professionally, objectively, independently, and with integrity, as part of the Company’s commitment to strengthening governance, supporting business sustainability, and creating long-term value.
The Board of Directors is the corporate organ responsible for the management and administration of the Company in accordance with its objectives and purposes and applicable laws and regulations. The Board of Directors plays a strategic role in establishing the Company’s direction and policies and ensuring that all business activities are conducted effectively, professionally, and responsibly.
In carrying out its management function, the Board of Directors is responsible for the formulation and implementation of strategies, performance achievement, risk management, internal control, GCG implementation, and sustainability management. The Board of Directors also ensures that integrity and ethical values are embedded throughout the Company’s activities and business processes.
The Board of Directors manages the Company while taking into consideration the interests of shareholders and all stakeholders. In performing its duties, the Board of Directors coordinates with the Board of Commissioners and is supported by relevant functions and organizational units to ensure effective, accountable, and sustainable corporate management.
Through professional, integrity-driven, and value-oriented leadership, the Board of Directors is committed to maintaining business growth, strengthening the Company’s fundamentals, managing risks prudently, and ensuring the Company’s long-term sustainability and value creation.
The Audit Committee is a committee established by and accountable to the Board of Commissioners to support the implementation of the Company’s oversight function. The Audit Committee assists the Board of Commissioners in ensuring the quality of financial reporting, the effectiveness of internal controls, the implementation of risk management, and the Company’s compliance with applicable laws and regulations and Good Corporate Governance (GCG) principles.
In carrying out its duties, the Audit Committee reviews financial information, internal and external audit activities, internal control systems, and the Company’s risk management processes. The Audit Committee also provides recommendations and insights to the Board of Commissioners to strengthen the effectiveness of oversight and ensure that the Company is managed transparently, accountably, and with integrity.
The Audit Committee performs its duties independently, objectively, and professionally, serving as an important governance mechanism to maintain the quality of corporate governance, enhance the reliability of information, and support the Company’s long-term sustainability.
The Nomination and Remuneration Committee is a committee established by and accountable to the Board of Commissioners to support its oversight responsibilities concerning nomination and remuneration matters. The Committee assists the Board of Commissioners in ensuring that nomination and remuneration policies are implemented objectively, transparently, and in accordance with Good Corporate Governance (GCG) principles.
In carrying out its duties, the Committee provides recommendations regarding nomination policies and criteria, the composition and development of the Company’s governing organs, performance evaluation, and remuneration policies for the Board of Commissioners and Board of Directors. The Committee also considers competencies, experience, performance, and the Company’s strategic needs in formulating its recommendations.
Through these functions, the Nomination and Remuneration Committee supports the establishment of competent, professional, and integrity-driven leadership, as well as fair remuneration policies aligned with the Company’s performance and long-term sustainability.
The Corporate Secretary plays an important role in supporting the implementation of Good Corporate Governance (GCG) and ensuring effective corporate communication and information disclosure. The Corporate Secretary serves as a key liaison between the Company and its shareholders, regulators, capital market authorities, and other stakeholders.
In carrying out its functions, the Corporate Secretary is responsible for supporting compliance with capital market regulations, coordinating corporate information disclosure, supporting the implementation of General Meetings of Shareholders (GMS), and facilitating communication between the Company and its stakeholders. The Corporate Secretary also supports the Board of Directors and Board of Commissioners in ensuring that corporate governance practices are implemented in accordance with applicable regulations.
Beyond compliance and disclosure functions, the Corporate Secretary plays an important role in building transparent and constructive relationships with investors and stakeholders, including by providing accurate, relevant, and timely corporate information.
Through these functions, the Corporate Secretary is committed to strengthening transparency, accountability, compliance, and stakeholder trust, while supporting the effective and sustainable implementation of the Company’s corporate governance.
Internal Audit is an independent and objective assurance and consulting function that supports the Company in achieving its objectives through a systematic approach to evaluating and improving the effectiveness of governance, risk management, and internal controls.
In carrying out its functions, Internal Audit evaluates the effectiveness of internal controls, risk management processes, compliance with policies and regulations, and the effectiveness and efficiency of the Company’s business processes. Audit findings and recommendations provide valuable input for management in identifying areas for improvement and strengthening the Company’s overall management practices.
Internal Audit also monitors the implementation of audit recommendations and provides improvement recommendations to management. Its activities are conducted in an independent, objective, professional, and risk-based manner, enabling Internal Audit to provide value to the Company while supporting effective GCG implementation.
Through continuous oversight and evaluation, Internal Audit contributes to strengthening internal controls, risk management, compliance, and business process integrity, thereby supporting sound corporate governance and the Company’s long-term sustainability.
Risk Management is an integral part of the Company’s Good Corporate Governance (GCG) and sustainability practices. NKE implements risk management to identify, assess, control, and monitor various risks that may affect the achievement of the Company’s objectives and business continuity.
Risk management is implemented in a structured and continuous manner, taking into consideration the characteristics of the Company’s business activities, industry conditions, and the dynamics of the business environment. The risk management process includes risk identification, assessment of risk levels and potential impacts, establishment of mitigation measures, and monitoring of the effectiveness of risk controls.
Risk Management also plays an important role in the Company’s strategic planning and decision-making processes. By proactively understanding and managing risks, the Company strives to strengthen business resilience, minimize potential losses, maintain operational continuity, and capture opportunities that support sustainable growth.
Through consistent risk management practices, NKE is committed to fostering a strong risk-aware culture across all organizational levels and ensuring that risk management becomes a shared responsibility in achieving performance objectives and creating long-term value.
The Anti-Bribery Function (ABF) supports the Company in preventing, detecting, and addressing bribery risks while strengthening a culture of integrity throughout the organization. The ABF plays an important role in ensuring the effective implementation of the Anti-Bribery Management System (ABMS) in alignment with the principles of Good Corporate Governance (GCG).
In carrying out its responsibilities, the ABF conducts bribery risk identification and assessment, compliance monitoring, anti-bribery awareness and training, and provides recommendations to strengthen controls related to bribery risks. The ABF also supports the implementation of relevant policies, procedures, and reporting mechanisms concerning suspected bribery and ensures that potential violations are followed up in accordance with applicable provisions.
The ABF contributes to building a strong anti-bribery and integrity culture by encouraging employees and business partners to understand and uphold the principle of zero tolerance toward bribery. This includes strengthening awareness, communication, and education on anti-bribery practices across the Company and its business relationships.
Through consistent and independent implementation of its functions, the ABF is committed to safeguarding business integrity, strengthening stakeholder trust, and supporting clean, transparent, and sustainable corporate governance.
The External Auditor is an independent party appointed by the Company to provide an opinion on the fairness of the presentation of the Company’s financial statements in accordance with applicable accounting standards and regulations. The involvement of an External Auditor is an important element in supporting transparency, accountability, and the reliability of the Company’s financial information.
In carrying out its responsibilities, the External Auditor independently examines and tests the Company’s financial statements, including assessing whether the financial statements are fairly presented, in all material respects, in accordance with applicable accounting standards. The audit is conducted based on professional auditing standards and applicable independence requirements.
The external audit also serves as an important mechanism for providing reasonable assurance to shareholders and stakeholders regarding the reliability of the Company’s financial information. Audit findings and recommendations provide valuable input for the Company to continuously improve the quality of its financial reporting and internal controls.
Through the involvement of an independent and professional External Auditor, the Company is committed to maintaining the credibility, transparency, and accountability of its financial reporting, while continuously strengthening the implementation of Good Corporate Governance (GCG).
The independence of the Board of Commissioners is an important element in ensuring the effectiveness of the Company’s oversight function and the implementation of Good Corporate Governance (GCG). The Board of Commissioners performs its oversight and advisory functions objectively and professionally, free from undue intervention and conflicts of interest that could compromise its ability to perform its duties independently.
The Company ensures that its Independent Commissioners meet the applicable independence requirements under prevailing laws, regulations, and capital market provisions. Independent Commissioners do not have financial, management, family, share ownership, or other relationships that could potentially affect their ability to exercise independent judgment.
By maintaining independence, the Board of Commissioners is able to provide objective views, evaluations, and recommendations concerning the Company’s policies and management, including strategy, performance, risk management, internal controls, and potential conflicts of interest.
Such independence forms an important part of the Company’s checks and balances mechanism between the Board of Commissioners and the Board of Directors, ensuring that decisions are made objectively and in the best interests of the Company and its stakeholders.
The Board of Commissioners is responsible for overseeing and providing advice to the Board of Directors in managing the Company, while taking into consideration the interests of the Company, shareholders, and all stakeholders.
In carrying out its oversight function, the Board of Commissioners is responsible for:
Overseeing the Company’s management policies and their implementation by the Board of Directors.
Providing advice and recommendations to the Board of Directors on the Company’s strategies, policies, and management.
Monitoring the performance of the Board of Directors and the achievement of the Company’s objectives and targets.
Overseeing the implementation of Good Corporate Governance (GCG) and ensuring that governance principles are consistently applied.
Overseeing risk management and internal control systems to support prudent and effective corporate management.
Ensuring the Company’s compliance with applicable laws and regulations, the Articles of Association, and internal policies.
Reviewing and providing recommendations on the Company’s annual report and financial statements within the authority of the Board of Commissioners.
Overseeing the implementation of sustainability and corporate social responsibility initiatives as part of the Company’s long-term value creation.
Evaluating and providing direction on the performance of committees under the Board of Commissioners, including the Audit Committee and Nomination and Remuneration Committee.
Maintaining objectivity and independence in the oversight function and ensuring that conflicts of interest do not compromise the execution of its duties.
In carrying out these duties and responsibilities, the Board of Commissioners acts professionally, objectively, independently, and with integrity to ensure that the Company is managed effectively, accountably, and sustainably.
The Board of Commissioners Charter (Board Manual) serves as the principal guideline for the Board of Commissioners in carrying out its duties, authorities, responsibilities, and oversight functions over the management of the Company. It establishes the working principles, relationships, and mechanisms for performing the Board of Commissioners’ duties in a professional, objective, transparent, and accountable manner.
The Board Manual also provides a framework for an effective working relationship between the Board of Commissioners and the Board of Directors, including oversight activities, provision of advice, decision-making, meetings, and coordination with committees established under the Board of Commissioners.
Through a clear Board Manual, the Company ensures that the duties of the Board of Commissioners are performed in accordance with applicable laws and regulations, the Articles of Association, Good Corporate Governance (GCG) principles, and the interests of the Company and its stakeholders. The Manual also supports an effective checks and balances mechanism within the Company’s governance structure.
Meetings of the Board of Commissioners serve as formal forums for the Board of Commissioners to carry out its oversight and advisory functions to the Board of Directors. Meetings are held periodically in accordance with applicable provisions and provide an opportunity to discuss the Company’s developments, evaluate the performance of the Board of Directors, and provide direction and recommendations concerning the management of the Company.
The meetings cover matters including the Company’s performance and strategy, financial condition, risk management, GCG implementation, internal controls, and strategic issues requiring the attention and oversight of the Board of Commissioners. Meetings are conducted in accordance with applicable quorum requirements, agendas, and established decision-making procedures.
Each meeting is properly documented through minutes of meeting, including key discussions, decisions, and recommendations. Accordingly, the Meetings of the Board of Commissioners serve as an important mechanism to ensure that the oversight function is carried out effectively, transparently, accountably, and continuously.
The performance evaluation of the Board of Commissioners is an integral part of the Company’s Good Corporate Governance (GCG) practices to ensure the effective execution of its oversight and advisory functions to the Board of Directors. The evaluation is conducted periodically by considering the Board’s duties, responsibilities, competencies, contributions, and overall effectiveness in supporting the achievement of the Company’s objectives.
The evaluation covers aspects including the effectiveness of oversight, the quality of advice and recommendations provided to the Board of Directors, meeting attendance and participation, understanding of the Company’s strategy and risks, as well as contributions to GCG implementation and sustainability. The results of the evaluation serve as a basis for identifying areas for improvement and supporting the continuous development of the Board of Commissioners’ competencies.
Through objective and continuous performance evaluation, the Company strives to ensure that the Board of Commissioners performs its oversight function professionally, independently, effectively, and accountably, while making an optimal contribution to long-term value creation and the Company’s sustainability.
Attendance at Board of Commissioners meetings is an important indicator of the commitment and active participation of the Board in carrying out its oversight responsibilities. Members of the Board of Commissioners actively attend meetings in accordance with applicable provisions, including internal meetings of the Board of Commissioners as well as joint meetings with the Board of Directors and supporting committees.
Meeting attendance and participation form part of the performance evaluation of the Board of Commissioners, while ensuring that each member can effectively provide views, guidance, and recommendations on the Company’s strategic matters.
The Company documents the conduct of meetings and members’ attendance as part of the implementation of accountability and transparency in corporate governance.
The Board of Directors has the primary responsibility for managing and administering the Company in accordance with its objectives and purposes, while ensuring that business activities are conducted effectively, professionally, prudently, and responsibly. The Board of Directors also ensures that the interests of shareholders and stakeholders are taken into consideration in conducting the Company’s business activities.
In carrying out its duties, the Board of Directors is responsible for:
Establishing and implementing the Company’s strategies and policies to achieve its objectives and targets.
Managing the Company’s business and operations effectively, efficiently, and responsibly.
Optimizing the Company’s resources to support performance and value creation.
Ensuring the implementation of Good Corporate Governance (GCG) across all business activities and processes.
Implementing effective risk management and internal control systems to identify and mitigate risks that may affect the Company.
Ensuring the Company’s compliance with applicable laws and regulations, the Articles of Association, and internal policies and procedures.
Maintaining the quality and reliability of the Company’s financial reporting and corporate information provided to shareholders and stakeholders.
Developing and maintaining the competence and integrity of human resources as part of the Company’s long-term sustainability.
Managing sustainability and corporate social responsibility aspects within the Company’s business activities.
Maintaining an effective relationship with the Board of Commissioners, including providing material information and relevant corporate developments necessary for its oversight function.
Ensuring effective communication and information disclosure to shareholders and stakeholders in accordance with applicable requirements.
In carrying out these duties and responsibilities, the Board of Directors is committed to acting professionally, with integrity, prudence, and a strong focus on the Company’s interests, supporting business growth, long-term sustainability, and value creation.
The Board of Directors Charter (Board Manual) serves as the principal guideline for the Board of Directors in carrying out its duties, authorities, responsibilities, and management functions. It provides a framework to ensure that the Board of Directors performs its duties professionally, transparently, accountably, effectively, and with integrity, in accordance with applicable laws and regulations, the Articles of Association, and Good Corporate Governance (GCG) principles.
The Board Manual covers matters including the allocation of duties and responsibilities among the Board of Directors, decision-making authorities, meeting procedures, the working relationship with the Board of Commissioners, and mechanisms for performing and reporting on its duties. It also supports effective coordination between the Board of Directors and other governance organs and functions.
Through the implementation of the Board Manual, the Company ensures that its management activities are supported by clear guidelines, effective checks and balances, and well-defined authorities. Accordingly, the Board Manual serves as an important instrument in strengthening the Company’s governance framework and supporting the achievement of its objectives and long-term business sustainability.
Meetings of the Board of Directors serve as formal forums for the Board of Directors to carry out its management and administration functions, including discussing and determining various policies and strategic decisions. Meetings are held periodically in accordance with applicable provisions and provide a platform for coordination, evaluation, and collective decision-making.
The meetings address matters relating to the Company’s strategy and performance, operational and financial conditions, business development, risk management, internal controls, GCG implementation, and other strategic matters requiring the attention and decisions of the Board of Directors.
Meetings are conducted in accordance with established requirements concerning quorum, agendas, discussion procedures, and decision-making processes, as stipulated in the Board Manual and applicable Company provisions. Decisions reached during the meetings form an integral part of the Board of Directors’ responsibilities in managing the Company.
Each meeting is documented through minutes of meeting, including key discussions, decisions, and required follow-up actions. Through structured and effective meetings, the Board of Directors ensures that decision-making is well-coordinated, accountable, timely, and focused on the Company’s interests and long-term sustainability.
The performance evaluation of the Board of Directors is an important component of Good Corporate Governance (GCG) to ensure that the Board effectively and responsibly carries out its management responsibilities. The evaluation is conducted periodically by considering target achievement, fulfillment of duties and responsibilities, the effectiveness of Company management, and the Board’s contribution to the achievement of the Company’s objectives and sustainability.
The evaluation covers aspects including financial and operational performance, implementation of strategies and work plans, risk management, GCG and compliance, decision-making quality, as well as contributions to business development and long-term value creation. The evaluation also considers leadership, integrity, competencies, and the effectiveness of coordination among members of the Board of Directors.
The results of the evaluation serve as a basis for the Board of Commissioners and/or the General Meeting of Shareholders, in accordance with their respective authorities, to provide direction and recommendations and determine appropriate measures for improving the Board’s performance. Through objective and continuous evaluation, the Company ensures that the Board of Directors performs its duties professionally, accountably, with integrity, and with a strong focus on value creation and long-term sustainability.
The Board of Directors possesses the competencies required to manage and administer the Company in a professional, effective, and responsible manner. The competencies of the Board encompass knowledge, experience, expertise, leadership capabilities, and an adequate understanding of the construction industry, business environment, risk management, corporate governance, and applicable regulations.
The diversity of competencies and experience among members of the Board of Directors is an important factor in supporting comprehensive and strategic decision-making. These competencies enable the Board to respond effectively to industry dynamics, manage business risks, pursue business opportunities, and support the achievement of the Company’s targets and long-term sustainability.
The Company continuously encourages the ongoing development of the Board of Directors’ competencies through education, training, seminars, professional forums, and other relevant development programs in line with the Company’s needs and evolving business environment.
The Audit Committee is a committee established by and accountable to the Board of Commissioners to support its oversight function, particularly in ensuring the quality and integrity of the Company’s financial reporting. The Audit Committee performs its duties independently and objectively in accordance with applicable laws and regulations and the Audit Committee Charter.
In carrying out its oversight responsibilities, the Audit Committee reviews financial information to be disclosed, the financial reporting process, the effectiveness of internal controls, and the implementation of internal and external audits. The Audit Committee also monitors the follow-up of audit findings and recommendations and provides recommendations to the Board of Commissioners on matters requiring further attention.
In addition to financial reporting, the Audit Committee also oversees matters relating to regulatory compliance, risk management, potential conflicts of interest, and the effectiveness of controls over the Company’s business processes. The Audit Committee may coordinate with Internal Audit, the External Auditor, the Board of Directors, and relevant functions to obtain the information necessary to perform its duties.
The Audit Committee Charter serves as the principal guideline governing the duties, authorities, responsibilities, structure, and working procedures of the Audit Committee. The Charter covers matters including the purpose of establishment, composition and membership requirements, independence, duties and responsibilities, authorities, meetings, reporting, and performance evaluation of the Audit Committee.
Through the independent and professional execution of its responsibilities, the Audit Committee contributes to strengthening transparency and accountability in financial reporting, the effectiveness of internal controls, audit quality, and the implementation of Good Corporate Governance (GCG) throughout the Company.
The Nomination and Remuneration Committee is a committee established by and accountable to the Board of Commissioners to support its oversight function, particularly in ensuring that the Company’s nomination processes and remuneration policies are implemented objectively, transparently, and in accordance with Good Corporate Governance (GCG) principles.
In carrying out its responsibilities, the Committee provides recommendations to the Board of Commissioners regarding the nomination policies and processes for members of the Board of Directors and Board of Commissioners, including required criteria and competencies, evaluation of the composition of the Company’s governing organs, as well as leadership development and succession planning to support the Company’s long-term continuity.
In relation to remuneration, the Committee provides recommendations regarding the policies, structure, and amount of remuneration for the Board of Directors and Board of Commissioners, taking into consideration performance, responsibilities, competencies, the Company’s financial condition, industry practices, and principles of fairness and competitiveness. The remuneration policy is designed to attract, retain, and motivate high-quality talent while supporting the achievement of the Company’s long-term objectives.
Through an objective and measurable nomination and remuneration process, the Committee supports the establishment of competent and integrity-driven corporate organs with an appropriate composition aligned with the Company’s strategic needs, as well as remuneration policies that are fair, competitive, and aligned with performance and long-term sustainability.
The Audit Committee Activity Report presents the implementation of the Audit Committee’s duties and responsibilities in supporting the oversight function of the Board of Commissioners during the reporting period. The Audit Committee carries out its activities independently and objectively, with a focus on financial reporting, audit, internal controls, risk management, and compliance.
During the reporting period, the Audit Committee conducted activities including reviewing the Company’s financial reports and information, discussing the findings of Internal Audit and the External Auditor, monitoring the follow-up of audit findings, and providing recommendations to the Board of Commissioners on matters requiring further attention and improvement.
The Audit Committee also coordinates with relevant functions to ensure that financial reporting processes and internal controls are adequately implemented and support the principles of transparency, accountability, independence, and integrity in the management of the Company.
The activities of the Audit Committee form part of the Company’s ongoing efforts to strengthen financial reporting quality, internal control effectiveness, risk management, compliance, and the implementation of Good Corporate Governance (GCG).
The Audit Committee Work Program is a structured plan of activities designed to ensure that the Audit Committee’s oversight function is carried out effectively, systematically, and in accordance with the responsibilities assigned by the Board of Commissioners. The work program considers the Company’s risk profile, business needs, previous evaluation results, and developments in applicable regulations and corporate governance practices.
The Audit Committee’s work program includes:
Reviewing financial statements and financial information to be disclosed to the public.
Reviewing the external audit process, including the audit plan, execution, findings, and independence of the External Auditor.
Monitoring Internal Audit activities, including audit plans, findings, and follow-up actions.
Evaluating the effectiveness of internal controls and the Company’s risk management implementation.
Monitoring compliance with applicable laws, regulations, and Company policies.
Discussing strategic issues and key risks that may affect the Company’s performance and sustainability.
Coordinating with the Board of Directors, Internal Audit, and External Auditor to support the effectiveness of the oversight function.
Providing recommendations to the Board of Commissioners based on the Audit Committee’s reviews and monitoring activities.
Through a structured and risk-based work program, the Audit Committee seeks to provide added value to the Company while strengthening transparency, accountability, risk management, and the implementation of GCG.
The Nomination and Remuneration Committee assists the Board of Commissioners in ensuring that the Company’s nomination processes and remuneration policies are implemented objectively, transparently, fairly, and in accordance with Good Corporate Governance (GCG) principles.
In carrying out its functions, the Committee provides recommendations and considerations to the Board of Commissioners regarding:
Nomination policies and criteria for members of the Board of Directors and Board of Commissioners.
Evaluation of the composition, competencies, and organizational needs of the Company to support its strategic objectives.
Selection and nomination processes for members of the Board of Directors and Board of Commissioners.
Leadership development and succession planning to support the continuity of the Company’s leadership.
Remuneration policies and structures for members of the Board of Directors and Board of Commissioners.
Remuneration levels, taking into consideration performance, responsibilities, competencies, the Company’s financial condition and capacity, and prevailing remuneration practices.
Alignment between remuneration and performance achievement, ensuring that remuneration policies support motivation, retention, and long-term value creation.
Through these functions, the Nomination and Remuneration Committee supports the establishment of competent and integrity-driven corporate organs aligned with the Company’s strategic needs, as well as remuneration policies that are fair, competitive, and aligned with performance and long-term sustainability.
The Nomination and Remuneration Committee Work Program is a structured plan of activities designed to support the Board of Commissioners in ensuring that the Company’s nomination processes and remuneration policies are implemented objectively, transparently, fairly, and in accordance with Good Corporate Governance (GCG) principles.
The Committee’s work program includes:
Reviewing and evaluating nomination policies for members of the Board of Directors and Board of Commissioners.
Assessing the required composition, competencies, and qualifications of the Board of Directors and Board of Commissioners in line with the Company’s strategy and needs.
Providing recommendations on candidates for the Board of Directors and Board of Commissioners based on established criteria and requirements.
Evaluating the performance of the Board of Directors and Board of Commissioners as one of the considerations in nomination and leadership development processes.
Reviewing leadership development programs and succession planning to ensure leadership continuity.
Reviewing remuneration policies and structures for members of the Board of Directors and Board of Commissioners.
Providing recommendations on remuneration levels, taking into account performance, responsibilities, competencies, the Company’s condition, and prevailing remuneration practices.
Evaluating the alignment between remuneration and performance, including the achievement of the Company’s targets.
Periodically reviewing nomination and remuneration policies in line with business developments, regulations, and corporate governance practices.
Through this work program, the Nomination and Remuneration Committee supports the establishment of competent and integrity-driven leadership and a fair, competitive remuneration system aligned with the Company’s performance and long-term sustainability.
The Nomination and Remuneration Committee has a membership structure designed to support the nomination and remuneration functions in an objective, independent, and professional manner. In accordance with OJK requirements, the Committee shall consist of at least 3 (three) members, with 1 (one) Independent Commissioner serving as Chairperson. (OJK)
The composition of the Committee is determined by taking into consideration the members’ competencies, experience, integrity, and the Company’s specific needs, enabling the Committee to provide objective recommendations to the Board of Commissioners concerning nomination, development, performance evaluation, and remuneration policies for the Board of Directors and Board of Commissioners.
This membership structure also supports the principles of independence, transparency, accountability, and fairness in the nomination and remuneration processes, while strengthening the implementation of Good Corporate Governance (GCG) within the Company.
The Corporate Secretary plays a strategic role in supporting the implementation of Good Corporate Governance (GCG), information transparency, and effective communication between the Company and its shareholders and stakeholders. The Corporate Secretary serves as a liaison between the Company and regulators, investors, shareholders, and the public, ensuring that corporate information is disclosed transparently, accurately, timely, and in accordance with applicable requirements.
In carrying out its role, the Corporate Secretary is responsible for, among others, monitoring compliance with capital market regulations, managing corporate disclosures, supporting the implementation of the General Meeting of Shareholders (GMS), facilitating communication with shareholders and investors, and supporting the implementation of corporate governance practices.
The Corporate Secretary also ensures that relevant corporate information is available and accessible through the Company’s communication channels, including the Annual Report, Sustainability Report, corporate website, and other official communication platforms.
Through these functions, the Corporate Secretary contributes to strengthening transparency, accountability, compliance, and stakeholder confidence, while supporting the Company’s reputation and long-term sustainability.
Information Disclosure is one of the Company’s commitments to implementing the principles of transparency and accountability under Good Corporate Governance (GCG). The Company ensures that material and relevant information is disclosed to shareholders, investors, regulators, and stakeholders in an accurate, timely, transparent manner and in accordance with applicable capital market regulations.
The Company provides information through various official communication channels, including the Company’s website, the Indonesia Stock Exchange information disclosure platform, financial statements, annual reports, sustainability reports, and other official publications and announcements. The Company also ensures that disclosed information is reasonably accessible to all stakeholders.
Through consistent and responsible information disclosure, the Company seeks to strengthen shareholder and stakeholder confidence, support informed decision-making, and maintain its integrity and reputation as a publicly listed company.
Investor Relations is an important function in establishing transparent, professional, and sustainable communication between the Company and its investors and shareholders. The Company is committed to providing relevant, accurate, and timely information regarding its performance, strategy, financial condition, and business developments.
Through its Investor Relations function, the Company facilitates communication and information sharing with investors, analysts, and shareholders, including through corporate publications, public expose sessions, investor meetings, and other official communication channels.
Investor Relations also plays a role in understanding investors’ information needs and conveying investor feedback and perspectives to management, while maintaining equal access to information, transparency, and compliance with applicable capital market regulations.
Through effective investor relations, the Company seeks to strengthen investor confidence and transparency, while enhancing stakeholders’ understanding of the Company’s strategy, performance, prospects, and long-term value.
Regulatory Relations is an important part of the Company’s commitment to maintaining compliance, transparency, and sound corporate governance. The Company maintains professional communication and working relationships with relevant regulators, including in fulfilling reporting obligations, information disclosure requirements, and other provisions applicable to publicly listed companies.
Through the Corporate Secretary and relevant functions, the Company monitors regulatory developments, fulfills reporting and disclosure obligations, and coordinates with regulators on matters relating to the Company’s activities and compliance.
The Company maintains its relationship with regulators based on the principles of professionalism, transparency, accountability, integrity, and compliance, while ensuring that all communications and information submissions are conducted accurately, timely, and in accordance with applicable requirements.
Capital Market Compliance reflects the Company’s commitment to ensuring that all activities as a publicly listed company are conducted in accordance with applicable laws, regulations, and capital market requirements. The Company continuously monitors and fulfills its obligations relating to information disclosure, reporting, General Meetings of Shareholders (GMS), and other requirements established by regulators and the Indonesia Stock Exchange.
Through the Corporate Secretary and relevant functions, the Company monitors regulatory developments, fulfills reporting and disclosure obligations, and coordinates with regulators and relevant parties to ensure ongoing compliance.
The Company is also committed to maintaining the accuracy, completeness, consistency, and timeliness of information disclosed to the public. Consistent capital market compliance forms an important foundation for maintaining transparency, protecting the interests of shareholders and investors, and sustaining confidence in the Company as a publicly listed entity.
The Corporate Communication Program is part of the Company’s efforts to establish effective, transparent, and consistent communication with all stakeholders. The program utilizes various official communication channels to provide information regarding the Company’s performance, strategy, business activities, projects, achievements, corporate governance, and sustainability commitments.
The Company develops integrated communication with shareholders, investors, regulators, customers, business partners, employees, media, and the broader community, while upholding the principles of accuracy, transparency, consistency, and equal access to information.
The Corporate Communication Program includes corporate publications, website and social media management, communication of project activities and corporate achievements, publication of annual and sustainability reports, public exposures, as well as other internal and external communication activities.
Through a well-planned and continuous communication program, the Company seeks to strengthen transparency, build stakeholder trust, enhance corporate reputation, and reinforce its image as a professional, reliable company committed to sustainable growth.
The Internal Audit Charter serves as the principal guideline for the Internal Audit function in carrying out its duties, authorities, responsibilities, and working relationships within the Company. The Charter provides the foundation for conducting independent, objective, professional, and risk-based internal audits, while supporting the implementation of Good Corporate Governance (GCG).
The Internal Audit Charter governs matters including the objectives and scope of Internal Audit, organizational position and independence, duties and responsibilities, authorities, access to information and resources, audit standards, reporting of audit results, and mechanisms for monitoring the follow-up of audit recommendations.
Internal Audit provides independent and objective assurance and consulting services to assist the Company in evaluating and improving the effectiveness of internal controls, risk management, governance processes, and compliance with applicable requirements.
Through the implementation of the Internal Audit Charter, the Company ensures that the Internal Audit function has an adequate mandate, authority, and independence to perform its oversight responsibilities. This function contributes to strengthening internal controls, identifying potential risks and process weaknesses, and supporting effective, accountable, and sustainable management of the Company.
Internal Audit is responsible for providing independent and objective assurance and consulting services to assist the Company in ensuring the effectiveness of its governance, risk management, and internal control processes. Internal Audit performs its duties professionally, systematically, and on a risk-based approach in accordance with the Internal Audit Charter and applicable requirements.
In carrying out its responsibilities, Internal Audit conducts evaluations and tests of the effectiveness of internal controls, risk management processes, compliance with policies and regulations, and the effectiveness and efficiency of the Company’s operational processes. Internal Audit also assesses the reliability and integrity of information used in the Company’s decision-making processes.
Internal Audit conducts audits based on a risk-based audit plan, communicates audit findings and recommendations for improvement to relevant parties, and monitors follow-up actions to ensure that agreed recommendations are appropriately addressed.
In addition to its assurance function, Internal Audit may provide advice and recommendations for improvement without assuming management responsibilities. The results of Internal Audit activities provide valuable input to the Board of Directors and Board of Commissioners in strengthening controls, managing risks, enhancing compliance, and supporting the achievement of the Company’s objectives and long-term sustainability.
The scope of Internal Audit covers the Company’s activities and processes that are relevant to the achievement of corporate objectives, the effectiveness of controls, risk management, governance, and compliance. Audits are conducted independently, objectively, systematically, and based on risk, taking into consideration the Company’s risk profile and priorities.
The scope of Internal Audit includes, among others, evaluating the effectiveness of internal control systems, risk management, corporate governance, compliance with laws and regulations and internal policies, as well as the effectiveness and efficiency of operational activities. Internal Audit may also review the reliability of financial and operational information and processes supporting management decision-making.
In addition, the scope may cover resource management, business processes and projects, procurement, asset management, information technology, and other areas identified as having material risks or requiring further oversight. Where necessary, Internal Audit may also conduct special audits based on requests from management or the Board of Commissioners, in accordance with applicable authorities.
Through a comprehensive and risk-based scope, Internal Audit assists the Company in identifying potential weaknesses, preventing and detecting risks, strengthening control effectiveness, and ensuring that business processes operate effectively, efficiently, and in accordance with GCG principles.
The Internal Audit Program is a systematic and risk-based audit plan designed to ensure that the Company’s business processes and activities operate effectively and efficiently, comply with applicable requirements, and are supported by adequate internal controls. The audit program is developed by considering the Company’s risk profile, previous evaluation results, changes in business processes, and strategic priorities.
The Internal Audit Program covers, among others, audit planning and execution, evaluation of internal controls, assessment of risk management, compliance testing, reviews of operational and financial processes, and examination of areas or activities identified as having significant risks. Audits may include regular audits as well as special audits based on the Company’s needs and applicable authorities.
Each audit is supported by appropriate audit procedures and techniques, including the collection and analysis of evidence, identification of findings, assessment of risk levels, and development of recommendations for improvement. Audit results are communicated to relevant parties and serve as the basis for follow-up actions on audit findings and recommendations.
Through a structured and risk-based audit program, Internal Audit provides appropriate assurance, strengthens internal controls, enhances risk management and governance effectiveness, and supports the achievement of the Company’s objectives and long-term sustainability.
The independence of Internal Audit is an important principle in ensuring that audit activities are performed objectively, free from undue interference, and without bias. The Company ensures that Internal Audit has an appropriate position and authority to perform its responsibilities professionally in accordance with the Internal Audit Charter.
In carrying out its oversight function, Internal Audit has appropriate access to information, documents, business units, and relevant parties necessary to perform its audit activities. Internal Audit may also communicate audit results, findings, and recommendations objectively to the Board of Directors and Board of Commissioners through established reporting mechanisms.
Such independence is supported by a clear separation between the audit function and operational responsibilities, ensuring that Internal Audit does not make decisions or perform management functions over activities subject to its review. Any potential conflicts of interest are appropriately managed to maintain the objectivity and integrity of the audit process.
By maintaining its independence, Internal Audit is able to provide credible and objective assurance and recommendations, thereby supporting the strengthening of internal controls, risk management, compliance, and the sustainable implementation of Good Corporate Governance (GCG).
The Enterprise Risk Management (ERM) Framework is a structured approach used by the Company to manage risks in an integrated, systematic, proactive, and continuous manner across its business activities. The framework serves as the foundation for identifying, assessing, responding to, monitoring, and reporting risks that may affect the achievement of the Company’s objectives and business sustainability.
The implementation of ERM takes into consideration the Company’s strategy, business objectives, risk profile, risk appetite, and developments in the internal and external environment. Risks are assessed based on their likelihood and potential impact, followed by the determination of appropriate mitigation measures according to their level and characteristics.
The ERM Framework covers various categories of risks, including strategic, operational, financial, compliance, legal, reputational, and other risks relevant to the Company’s business activities. Risk management involves various functions and organizational levels, ensuring that risk ownership and accountability are embedded in decision-making and day-to-day operations.
Through an integrated ERM Framework, the Company seeks to strengthen its ability to anticipate and respond to risks, maintain operational continuity, protect assets and corporate value, and support sounder decision-making. The framework also serves as an important component in strengthening GCG practices and supporting long-term value creation and the Company’s sustainability.
Risk Identification is an initial stage of the Enterprise Risk Management (ERM) process aimed at recognizing and understanding risks that may affect the achievement of the Company’s objectives and long-term sustainability. The process is conducted comprehensively by considering internal and external factors, developments in the business environment, the Company’s strategy, regulatory changes, and market conditions.
The Company identifies risks across various aspects of its business activities, including strategic, operational, financial, compliance, legal, reputational, information technology, and other relevant risks. Each risk is identified by considering its sources, causes, potential events, and possible impacts on the Company’s operations, performance, financial condition, reputation, and sustainability.
Risk identification is conducted periodically and continuously, involving relevant business units to ensure that emerging risks and changes to existing risks are identified in a timely manner. The results of the identification process serve as the basis for risk assessment, prioritization, and the development of appropriate mitigation strategies.
Through a systematic and proactive risk identification process, the Company seeks to strengthen its preparedness in managing uncertainty, minimize potential losses, and ensure that risks are effectively managed to support the achievement of business objectives and long-term sustainability.
The Risk Register is a structured record used by the Company to document and monitor risks identified through the Enterprise Risk Management (ERM) process. It serves as an important tool to ensure that each identified risk has clear information, an accountable risk owner, and appropriate mitigation measures that can be monitored periodically.
The Risk Register includes information such as the risk category and description, risk sources or causes, potential impacts, likelihood and impact levels, overall risk rating, risk owner, control and mitigation measures, target completion, and follow-up status. The information is periodically updated in line with changes in the Company’s risk profile and business conditions.
Through the Risk Register, the Company can map and prioritize risks based on their materiality, enabling resources and mitigation efforts to be directed toward risks that may have the most significant impact on the achievement of the Company’s objectives.
The Risk Register also serves as a monitoring tool for management to evaluate the effectiveness of mitigation measures and track changes in risk exposure over time. Consistent Risk Register management strengthens risk awareness, accountability, risk-based decision-making, as well as the Company’s resilience and long-term sustainability.
The Three Lines Model is a governance and risk management framework that helps the Company ensure that risk management and internal controls are implemented systematically, with clear roles and responsibilities across the organization.
The model consists of three key lines. The First Line comprises operational functions that have direct responsibility for managing risks and implementing controls in day-to-day activities. The Second Line performs monitoring, policy development, guidance, and oversight of risk management and compliance practices. The Third Line, represented by Internal Audit, provides independent and objective assurance and assessment of the effectiveness of governance, risk management, and internal controls.
The implementation of the Three Lines Model is supported by the Board of Commissioners and Board of Directors through their respective oversight and decision-making functions, enabling each line to perform its responsibilities effectively while maintaining the independence of oversight functions.
Through this model, the Company strengthens accountability, coordination, risk management, and governance effectiveness, while supporting the achievement of strategic objectives and long-term sustainability.
Risk Monitoring is the process of regularly and continuously monitoring changes in the Company’s risk profile, the effectiveness of controls, and the implementation of risk mitigation measures. Monitoring is conducted to ensure that identified risks remain within acceptable levels and that changes in risk conditions can be identified and addressed in a timely manner.
The Company monitors risk levels, key risk indicators, mitigation effectiveness, progress of corrective actions, and changes in internal and external factors that may affect its risk profile. Monitoring results are used to assess whether existing controls and mitigation measures remain adequate or require further adjustment.
Risk monitoring is performed periodically by risk owners and relevant functions, with significant or increasing risks escalated to management as appropriate. Monitoring results also form part of the Company’s risk reporting and support risk-based decision-making.
Through consistent and proactive monitoring, the Company seeks to anticipate changes in risk exposure, ensure the effectiveness of mitigation measures, accelerate responses to emerging risks, and strengthen operational resilience and long-term business sustainability.
The Internal Control System comprises policies, procedures, mechanisms, and control activities implemented by the Company to ensure that business activities are conducted effectively, efficiently, securely, and in compliance with applicable requirements. The system serves as an important foundation for supporting the achievement of the Company’s objectives and the implementation of Good Corporate Governance (GCG).
The Internal Control System covers controls over operational activities, financial and non-financial reporting, asset management, compliance with regulations and internal policies, and risk management. Controls are designed and implemented based on the characteristics and risk levels of each business process.
Controls are implemented through clear segregation of duties and authorities, approval procedures, segregation of functions, documentation, reconciliations, monitoring, reporting, and follow-up mechanisms. The effectiveness of controls is also evaluated periodically to ensure that they remain relevant and capable of responding to changes in risks and the business environment.
The Company regards internal control as a shared responsibility involving the Board of Directors, management, business units, and oversight functions such as Risk Management and Internal Audit. Through an effective internal control system, the Company seeks to protect assets, enhance information reliability, prevent and detect irregularities, strengthen compliance, and support long-term business sustainability.
Monitoring is the process of ongoing monitoring and periodic evaluation of the effectiveness of the Company’s Internal Control System. It is conducted to ensure that established controls continue to operate as intended, identify control weaknesses, and adapt to changes in risks and the business environment.
Monitoring is performed through management oversight, periodic evaluations, control testing, Internal Audit activities, and follow-up of audit findings and recommendations. Any identified weaknesses or deficiencies are documented, communicated to the relevant parties, and addressed according to their level of risk.
Monitoring results provide a basis for the Company to assess control effectiveness, improve and enhance business processes, and ensure that corrective actions are implemented in a timely manner. Monitoring also supports management in obtaining adequate information for effective decision-making and risk management.
Through consistent and continuous monitoring, the Company strengthens internal control effectiveness, compliance, accountability, and corporate governance, while supporting reliable and sustainable business operations.
Internal Control Evaluation is a periodic assessment process designed to ensure that the Company’s controls are appropriately designed and operating effectively to support the achievement of objectives, risk management, and compliance with applicable requirements. The evaluation considers changes in business processes, risk profiles, internal policies, and the Company’s operating environment.
The evaluation covers the adequacy of control design, operating effectiveness, identification of weaknesses or deficiencies, and follow-up on evaluation results and improvement recommendations. The results are used to determine whether existing controls should be maintained, strengthened, or adjusted in response to changing conditions and risks.
The evaluation involves management and relevant business units and is supported by oversight functions, including Internal Audit, in accordance with their respective authorities and responsibilities. Evaluation results provide an important basis for management to enhance control effectiveness and drive continuous improvement.
Through objective and continuous evaluation, the Company seeks to ensure that its Internal Control System remains relevant, effective, and responsive to evolving risks, while strengthening governance, accountability, and long-term sustainability.
Continuous Improvement reflects the Company’s commitment to continuously enhancing the effectiveness of its Internal Control System, risk management, governance, and business processes to remain relevant to evolving business needs and risks.
Improvement initiatives are developed by utilizing insights from monitoring, evaluations, Internal Audit activities, risk identification, control findings, regulatory developments, and changes in the business environment. Identified weaknesses and improvement opportunities are addressed through measurable corrective and preventive actions, with progress monitored to ensure effective implementation.
The Company encourages management and all business units to foster a culture of continuous improvement, including through the enhancement of policies and procedures, strengthening of internal controls, development of competencies, and adoption of more effective technologies and working practices.
Through consistent Continuous Improvement, the Company seeks to enhance operational efficiency and effectiveness, strengthen controls and risk management, improve compliance, and support long-term value creation and sustainable growth.
The Code of Conduct serves as a fundamental guideline for all Company personnel in conducting business activities in an ethical, professional, responsible, and Good Corporate Governance (GCG)-oriented manner. It provides standards for interactions with employees, customers, business partners, shareholders, regulators, and other stakeholders.
The Code of Conduct establishes principles and behavioral standards covering integrity, professionalism, compliance with applicable laws and regulations, prevention of conflicts of interest, prohibition of bribery and improper gratification, protection of Company information and assets, fair treatment, and respect for the rights and interests of stakeholders.
The Company expects all personnel to understand and consistently apply the Code of Conduct in their daily activities and decision-making. Its implementation is supported through communication, awareness programs, training, and reporting mechanisms for suspected violations, in accordance with applicable policies and requirements.
Through consistent implementation of the Code of Conduct, the Company seeks to foster a culture of integrity and compliance, prevent unethical conduct, strengthen stakeholder trust, and maintain its reputation as a responsible and sustainable company.
The ACTIONS Values represent the Company’s core values that serve as the foundation for its corporate culture, behaviors, and the way every employee carries out their responsibilities. ACTIONS stands for Accountability, Teamwork, Integrity, Opportunity, Nurturing, and Safety, which are embedded into daily activities and decision-making to foster a professional, collaborative, ethical, and sustainable working environment.
The internalization of ACTIONS is supported through leadership role modeling, communication and awareness programs, competency development, integration into work processes, and evaluation of behaviors and performance. Accordingly, ACTIONS is not merely a set of values to be understood, but an integral part of the Company’s daily behaviors and corporate culture.
A Conflict of Interest arises when an individual’s personal, family, or other interests may potentially influence their objectivity and independence in carrying out their duties and responsibilities within the Company. The Company is committed to preventing and managing potential conflicts of interest to maintain integrity, transparency, and professionalism in all decision-making processes.
All Company personnel are expected to avoid situations that may create conflicts of interest, transparently disclose any potential conflicts, and refrain from using their position, information, assets, or Company resources for personal interests or the interests of other parties in a manner inconsistent with the Company’s interests.
Where a conflict of interest cannot be avoided, the relevant individual is required to disclose the situation to the appropriate authority and refrain from participating in decision-making processes related to the conflict. The Company manages and monitors potential conflicts of interest in accordance with its internal policies and applicable requirements.
Consistent management of conflicts of interest forms an important part of the Code of Conduct and Good Corporate Governance (GCG). It is intended to ensure that Company decisions are made objectively and fairly, with due consideration for the interests of the Company and its stakeholders.
Gratification refers broadly to gifts or benefits that may be received by Company personnel in various forms, including money, goods, facilities, hospitality, or other benefits. The Company is committed to managing gratification transparently and responsibly as part of its efforts to prevent bribery, conflicts of interest, and unethical business practices.
All Company personnel are expected to avoid giving or receiving gratification that may influence their objectivity, authority, or decisions in carrying out their duties. Gratification that may create a conflict of interest or improperly influence a business relationship must be declined or reported in accordance with the Company’s applicable policies and mechanisms.
The Company supports gratification reporting and recording mechanisms and promotes awareness among employees regarding applicable restrictions and procedures for managing gratification. Proper management is intended to prevent inappropriate benefits and ensure that business relationships remain professional.
Through consistent gratification management, the Company strengthens its culture of integrity, transparency, compliance, and anti-bribery, while supporting the implementation of the Code of Conduct and Good Corporate Governance (GCG).
Anti-Corruption reflects the Company’s commitment to conducting all business activities with honesty, transparency, integrity, and zero tolerance for corruption in any form. This commitment forms an important part of the Company’s Good Corporate Governance (GCG) practices and its efforts to foster an ethical and responsible business culture.
The Company adopts a zero-tolerance approach to corruption, bribery, extortion, improper giving or receiving of benefits, and other practices that may compromise objectivity and integrity in decision-making. All Company personnel are expected to avoid conduct that may create conflicts of interest and maintain professionalism in their interactions with customers, business partners, regulators, and other stakeholders.
Anti-corruption efforts are supported through the Code of Conduct, anti-bribery policies, gratification and conflict-of-interest management, awareness and training programs, whistleblowing mechanisms, as well as regular monitoring and evaluation. The Company also encourages employees and relevant parties to report suspected violations through the available reporting channels.
Through consistent implementation of anti-corruption principles, the Company seeks to maintain stakeholder trust, protect its reputation and corporate value, strengthen a culture of integrity, and support healthy and sustainable business growth.
Integrity is a fundamental value that guides all Company personnel in performing their duties, making decisions, and engaging with stakeholders. Integrity is demonstrated through honesty, consistency, accountability, and adherence to ethical principles, applicable requirements, and the Company’s interests.
The Company encourages all personnel to do the right thing and act professionally, even when not under supervision, while avoiding conduct that may undermine trust, including corruption, bribery, conflicts of interest, information manipulation, and misuse of authority or Company assets.
The implementation of integrity is supported through the Code of Conduct, anti-corruption and anti-bribery policies, conflict-of-interest and gratification management, whistleblowing mechanisms, and a strong compliance culture. All Company personnel are expected to demonstrate integrity in their daily conduct and to raise or report suspected violations through the available mechanisms.
By embedding integrity into its corporate culture, the Company seeks to build trust, protect its reputation, strengthen governance, and establish healthy and sustainable business relationships with all stakeholders.
Sampaikan laporan indikasi pelanggaran secara rahasia dan aman.
Laporkan PelanggaranThe Whistleblowing System (WBS) aims to provide a safe, independent, and trusted reporting channel for Company personnel and stakeholders to report suspected violations or unethical conduct within the Company. WBS serves as an important mechanism for strengthening Good Corporate Governance (GCG), integrity, and a culture of compliance.
Through the WBS, the Company encourages all parties to speak up about suspected fraud, corruption, bribery, conflicts of interest, violations of the Code of Conduct, and breaches of applicable policies and regulations. Reports received are handled through established procedures, including review, investigation where necessary, and appropriate follow-up based on the nature and severity of the reported matter.
The Company is committed to maintaining the confidentiality of the whistleblower’s identity, protecting whistleblowers from retaliation, and ensuring that reports are handled objectively and responsibly in accordance with applicable requirements.
Through an effective WBS, the Company seeks to prevent and detect misconduct at an early stage, minimize potential financial and reputational risks, strengthen a speak-up culture, and maintain stakeholder trust and long-term sustainability.
The Company provides a Whistleblowing System (WBS) as a reporting channel for employees and stakeholders to safely and responsibly report suspected violations. Whistleblowers are encouraged to submit reports based on factual information and provide supporting evidence where available.
Reports may be submitted through the WBS channels provided by the Company, including relevant information such as the type and description of the suspected violation, date and location of the incident, parties involved, chronology, and supporting documents or evidence. Complete and accurate information will help facilitate the review and follow-up process.
All reports will be reviewed and followed up in accordance with the applicable WBS procedures and requirements. The Company is committed to maintaining the confidentiality of reported information and providing appropriate protection against retaliation.
The Company provides designated reporting channels through its Whistleblowing System (WBS) that can be used by employees and stakeholders to report suspected violations in a safe and responsible manner. These channels are designed to facilitate reporting and support an objective and transparent handling process.
Whistleblowers may submit reports through the official WBS channels designated by the Company, together with relevant information and supporting evidence where available. All reports are handled in accordance with applicable procedures, while maintaining the confidentiality of the whistleblower’s identity and protection against retaliation.
The reporting channels play an important role in fostering a speak-up and integrity culture, while enabling the Company to identify and address suspected violations at an early stage.
The Company is committed to protecting whistleblowers who submit reports through the Whistleblowing System (WBS) in good faith and based on information that can be reasonably substantiated. This protection is intended to provide a safe environment for whistleblowers and encourage a strong speak-up culture for reporting suspected violations.
The Company maintains the confidentiality of the whistleblower’s identity and reported information and seeks to protect whistleblowers from any form of retaliation arising from a report made in good faith. All reports are handled objectively, professionally, and in accordance with applicable WBS procedures and requirements.
Whistleblower protection is an important element in fostering a culture of integrity, transparency, and compliance, while strengthening stakeholder confidence in the Company’s reporting mechanism.
The Investigation Process is the stage of handling Whistleblowing System (WBS) reports to ensure that allegations of misconduct are reviewed objectively, independently, and based on verifiable facts. The process is conducted while maintaining confidentiality and respecting the rights and protection of relevant parties.
The investigation begins with the receipt and preliminary review of a report to assess the completeness and relevance of the information, as well as the initial indications of the alleged violation. Reports that meet the applicable criteria are followed up through an investigation process based on their level of risk and materiality.
The investigation may involve collecting and verifying documents, reviewing data, interviewing relevant parties, analyzing evidence, and clarifying information obtained during the process. All investigative activities are conducted professionally and impartially to establish sufficient facts and an accurate chronology of events.
Investigation results are then documented and reported to the authorized parties as a basis for determining appropriate follow-up actions, including corrective measures or sanctions in accordance with Company policies and applicable requirements. Through a structured investigation process, the Company seeks to ensure that every report is handled appropriately while strengthening integrity, accountability, and corporate governance.
The WBS Reporting Criteria provide guidelines to ensure that reports submitted through the Whistleblowing System (WBS) contain sufficient, relevant, and actionable information. Reports are expected to be submitted in good faith and based on facts or information that can reasonably be substantiated.
A WBS report should generally include a description of the alleged violation, the time and location of the incident, the parties involved or allegedly involved, the chronology of events, and supporting evidence or information where available. Whistleblowers are encouraged to provide clear and specific information to facilitate an effective review and verification process.
Reports may cover suspected fraud, corruption, bribery, conflicts of interest, violations of the Code of Conduct, misuse of authority or Company assets, as well as violations of applicable policies and requirements.
All reports undergo a preliminary review to assess their completeness, relevance, and eligibility for further action. Reports that meet the applicable criteria are processed in accordance with the WBS procedures, while maintaining confidentiality and appropriate protection for whistleblowers.
The Anti-Bribery Policy reflects the Company’s commitment to prevent, prohibit, and address all forms of bribery across its business activities and relationships with stakeholders. The policy serves as a foundation for fostering a culture of integrity and ensuring that decisions and transactions are conducted honestly, transparently, and in compliance with applicable requirements.
The Company applies a zero-tolerance approach to bribery, whether in the form of offering, giving, receiving, or promising improper benefits intended to influence decisions or obtain an undue advantage. The policy also addresses the management of gratification, conflicts of interest, donations, sponsorships, gifts and hospitality, as well as relationships with third parties that may give rise to bribery risks.
The implementation of the Anti-Bribery Policy is supported through bribery risk identification and assessment, due diligence of relevant parties, internal controls, awareness and training, reporting and whistleblowing mechanisms, investigations, and monitoring and evaluation. All Company personnel and relevant parties are expected to understand and comply with the policy in carrying out their activities.
Through consistent implementation of the Anti-Bribery Policy, the Company seeks to strengthen integrity and governance, prevent unethical business practices, mitigate legal and reputational risks, and build trusted and sustainable business relationships.
Due Diligence is a process of assessment and verification conducted by the Company to ensure that prospective or existing business partners have appropriate integrity, reputation, and track records in accordance with the Company’s standards and policies. It serves as an important control mechanism for identifying and mitigating risks, particularly bribery, fraud, conflicts of interest, and compliance risks.
Due diligence may be conducted on business partners, suppliers, agents, consultants, intermediaries, and other relevant third parties, depending on the risk level of the business relationship. The process may include verification of identity and legal status, ownership structure, reputation, relationships with public officials or other relevant parties, compliance records, as well as potential bribery and conflict-of-interest risks.
The results of due diligence provide a basis for decisions to establish, continue, restrict, or terminate a business relationship, and may be reviewed periodically based on changes in the level of risk. Through appropriate due diligence, the Company seeks to ensure that business relationships are established with parties whose integrity and compliance standards are aligned with the Company’s values.
Gratification Management forms part of the Company’s commitment to preventing bribery, conflicts of interest, and unethical business practices. The Company regulates the giving and receiving of gratification to ensure that it does not compromise objectivity, independence, or decision-making in the performance of duties and responsibilities.
All Company personnel are expected to decline gratification that may improperly influence decisions or create an undue obligation. Where gratification cannot be declined or is subject to reporting requirements, the recipient is required to report it through the Company’s designated reporting mechanism for review and appropriate handling in accordance with applicable requirements.
Gratification management covers identification, acceptance or refusal, reporting, recording, review, and determination of appropriate follow-up actions, based on the nature and risk of the gratification. The Company also conducts regular awareness and education programs to ensure that employees understand the applicable requirements and procedures.
Through transparent and consistent gratification management, the Company strengthens its culture of integrity, compliance, and anti-bribery, while maintaining professional relationships with customers, business partners, regulators, and other stakeholders free from improper influence.
Training is an important part of the Company’s efforts to strengthen awareness and competency regarding the prevention of bribery, corruption, and unethical conduct. Training is provided to ensure that all Company personnel understand the applicable policies, procedures, and responsibilities in implementing the Anti-Bribery Management System (ABMS).
Training topics include the Anti-Bribery Policy, Code of Conduct, gratification and conflict-of-interest management, bribery risk identification, reporting mechanisms through the Whistleblowing System (WBS), and the roles and responsibilities of relevant parties in preventing and addressing suspected bribery.
Training is conducted periodically and tailored to the roles, responsibilities, and risk exposure of Company personnel. Through continuous training, the Company encourages the consistent application of integrity in daily activities and decision-making.
By strengthening competency and awareness through training, the Company seeks to establish a strong anti-bribery culture, enhance compliance, and ensure the consistent and sustainable implementation of the ABMS and GCG principles.
Monitoring is a periodic process conducted to ensure that the Anti-Bribery Management System (ABMS) is implemented effectively, consistently, and in accordance with applicable policies and requirements. It forms part of the Company’s efforts to identify potential weaknesses, risks, and non-conformities in the implementation of anti-bribery controls.
Monitoring activities include monitoring the implementation of anti-bribery policies and procedures, gratification and conflict-of-interest management, due diligence activities, compliance with anti-bribery controls, and follow-up actions related to reports or findings of suspected violations.
Monitoring results provide a basis for evaluation, corrective actions, and continuous improvement of the effectiveness of the ABMS. Any identified non-conformities or potential risks are followed up according to their level of risk and applicable procedures.
Through consistent monitoring, the Company strengthens accountability, transparency, compliance, and its anti-bribery culture, while ensuring that its control framework continues to evolve in line with the Company’s needs and risk profile.
The Compliance Function is an independent function responsible for ensuring that all Company operations are conducted in accordance with applicable laws and regulations, regulatory requirements, internal policies, and sound governance principles. It plays an important role in maintaining integrity, managing compliance risks, and supporting healthy and sustainable business operations.
In carrying out its responsibilities, the Compliance Function monitors regulatory developments, identifies and assesses compliance risks, provides advice and recommendations, monitors compliance with applicable obligations, and evaluates and follows up on potential instances of non-compliance. It also promotes employees’ awareness and understanding of applicable requirements through communication and education programs.
As an independent function, the Compliance Function performs its duties objectively and has appropriate access to information necessary to fulfill its responsibilities. The results of monitoring and evaluation provide a basis for management to implement corrective actions and strengthen the internal control framework.
Through an effective Compliance Function, the Company seeks to minimize legal and compliance risks, prevent violations, strengthen governance, and ensure that operations are conducted with integrity, accountability, and sustainability.
Compliance Monitoring is a periodic process conducted to ensure that all Company activities and business processes are carried out in accordance with applicable laws and regulations, regulatory requirements, and internal policies and procedures. It forms an important part of maintaining an effective compliance function and preventing potential violations.
Monitoring activities include identifying compliance obligations, monitoring regulatory developments, assessing the level of compliance, testing or reviewing the implementation of applicable requirements, and following up on identified findings and non-compliance. The results are used to identify potential compliance risks and determine appropriate corrective actions.
Any identified non-compliance is followed up through corrective measures and continuous improvement, taking into account the level of risk and its potential impact on the Company. Monitoring results also serve as input for management reporting and evaluation to strengthen the internal control framework.
Through consistent compliance monitoring, the Company seeks to minimize legal and regulatory risks, strengthen compliance discipline and governance, and ensure that business activities are conducted in an orderly, responsible, and sustainable manner.
The Compliance Awareness Program is an initiative to strengthen the understanding and awareness of all Company personnel regarding applicable laws and regulations, regulatory requirements, internal policies, and ethical standards. The program aims to ensure that employees understand their compliance responsibilities and are able to apply them in their daily activities and decision-making.
Awareness activities are conducted through internal communications, training, dissemination of regulatory updates, discussions, and other educational activities tailored to the needs and risk levels of each function. Topics may include the Code of Conduct, anti-bribery policies, conflicts of interest, gratification, data and information protection, and other requirements relevant to the Company’s operations.
The program also serves as a mechanism for communicating regulatory and policy changes in a timely manner, enabling employees to understand their impact on business processes and make the necessary adjustments. The effectiveness of awareness activities may be evaluated through participation, understanding, and follow-up actions related to identified compliance needs.
Through consistent and continuous awareness programs, the Company seeks to build a strong compliance culture, enhance risk awareness, prevent violations, and support the effective and sustainable implementation of Good Corporate Governance (GCG).
Construction services sector regulations constitute the legal and regulatory framework governing construction activities to ensure that they are carried out in an orderly, professional, safe, high-quality, and responsible manner. Compliance with these regulations is an important element in ensuring that the Company’s operations are conducted in accordance with applicable requirements while minimizing legal, operational, safety, and reputational risks.
Construction-sector compliance covers various aspects, including business licensing and certification, qualifications and competencies of construction personnel, work standards and quality, construction safety, procurement and contract implementation, the use of materials and equipment, environmental management, as well as reporting and documentation requirements.
The Company also needs to monitor changes in laws, regulations, and government policies relevant to its construction activities. Regulatory changes should be assessed to determine their potential impact on business processes, contracts, projects, and the Company’s obligations, allowing the necessary adjustments to be implemented in a timely manner.
Compliance with construction services regulations is not only intended to fulfill legal obligations but also supports project quality, occupational and construction safety, protection of workers and stakeholders, risk management, and business sustainability. Through effective compliance management, the Company can conduct construction activities in a professional, transparent, and integrity-driven manner.
Other Applicable Regulations refer to requirements that the Company must comply with beyond the primary construction-sector regulations, particularly those relating to environmental matters, employment, and local government regulations. Compliance with these requirements is essential to ensure that business operations and project activities are conducted lawfully, responsibly, and with due consideration for the interests of communities and the surrounding environment.
From an environmental perspective, the Company ensures compliance with applicable environmental documentation and licensing requirements based on the nature and scale of its activities, including AMDAL or UKL-UPL, where required. Compliance includes the preparation and fulfillment of environmental requirements, implementation of environmental management and monitoring commitments, as well as the required documentation and reporting.
With respect to employment, the Company ensures compliance with requirements concerning employment relationships, employee rights and obligations, working hours, wages, social security, occupational safety and health, and worker protection. Compliance also covers workforce management at project sites and the implementation of appropriate safety standards to create a safe and productive working environment.
The Company also considers local government regulations and requirements applicable to the location and nature of each project, including local licensing, spatial planning, environmental, traffic, public order, and other technical requirements. Each project is expected to identify applicable local obligations and ensure that all relevant requirements are fulfilled before and throughout project implementation.
Through comprehensive regulatory management, the Company seeks to prevent legal violations, minimize the risk of sanctions and operational disruptions, maintain constructive relationships with communities and regulators, and ensure responsible and sustainable business operations.
The Articles of Association constitute a fundamental document that serves as the legal and governance framework for conducting the Company’s activities. They establish key provisions concerning the Company’s identity, objectives, business activities, capital structure, and procedures for corporate governance and decision-making.
The Articles of Association also establish the position, authority, duties, and responsibilities of the Company’s governing bodies, particularly the General Meeting of Shareholders (GMS), Board of Commissioners, and Board of Directors. These provisions provide a clear allocation of authority, effective oversight mechanisms, and decision-making processes aligned with Good Corporate Governance principles.
In conducting its business, all Company activities and decisions must comply with the Articles of Association and applicable laws and regulations. Any material amendments to the Articles of Association must be carried out through the required procedures and approvals and registered or reported to the relevant authorities in accordance with applicable requirements.
The Articles of Association are an important instrument in implementing Good Corporate Governance (GCG) as they establish a clear framework for shareholders’ rights and obligations, the authority of corporate organs, and accountability mechanisms. Compliance with the Articles of Association therefore supports legal certainty, transparency, accountability, and sustainable corporate governance.
The Board Manual is a guideline for the Board of Commissioners and Board of Directors in carrying out their respective duties, authorities, responsibilities, and working relationships within the Company. It is designed to ensure that the supervisory and management functions of the Company are carried out in a structured, effective, transparent manner and in accordance with Good Corporate Governance (GCG) principles.
The Board Manual establishes the division of duties and authorities between the Board of Commissioners and Board of Directors, including the respective limits of authority, coordination and communication mechanisms, provision of advice and supervision, and decision-making processes. It also governs matters such as board meetings, information sharing, conflict-of-interest management, documentation of decisions, and accountability mechanisms.
For the Board of Commissioners, the Board Manual serves as a reference in carrying out its supervisory responsibilities over the Company’s management policies and operations, providing advice to the Board of Directors, evaluating the performance of the Board of Directors, and safeguarding the interests of the Company and its shareholders. For the Board of Directors, the Board Manual provides guidance in managing the Company, determining strategies and policies, managing resources and risks, and ensuring that business activities are conducted in accordance with the Articles of Association and applicable regulations.
The Board Manual also strengthens the checks and balances mechanism between the Board of Commissioners and Board of Directors. A clear allocation of functions enables each corporate organ to perform its role independently while maintaining effective coordination and communication.
The Board Manual is reviewed and updated periodically to ensure alignment with the Articles of Association, applicable laws and regulations, regulatory requirements, and developments in corporate governance practices. Accordingly, the Board Manual serves as an important instrument for strengthening accountability, decision-making effectiveness, transparency, and the sustainable implementation of GCG.
The Code of Conduct serves as a behavioral framework for all Company personnel in performing their duties, making decisions, and interacting with stakeholders. It is designed to ensure that all business activities are conducted based on integrity, professionalism, accountability, transparency, and compliance with applicable laws, regulations, and internal Company policies.
The Code of Conduct establishes standards of ethical behavior and professional conduct, including integrity in performing duties, compliance with laws and regulations, prevention of bribery and corruption, management of gratification, conflicts of interest, protection of Company assets and information, relationships with customers and business partners, and respect for the rights and interests of fellow employees.
All Company personnel are expected to understand, apply, and comply with the Code of Conduct in carrying out their responsibilities. The Code applies not only to daily work activities but also serves as a foundation for maintaining professional relationships with customers, suppliers, contractors, regulators, communities, and other stakeholders.
To ensure effective implementation, the Company may conduct awareness programs, training, internal communication, monitoring, and compliance evaluations relating to the Code of Conduct. Suspected violations may be reported through the Company’s designated reporting mechanisms, including the Whistleblowing System (WBS), for review and appropriate follow-up in accordance with applicable procedures.
Through consistent implementation of the Code of Conduct, the Company seeks to foster a work culture based on integrity, accountability, mutual respect, and compliance, while strengthening stakeholder trust and the sustainable implementation of Good Corporate Governance (GCG).
The Risk Management Policy provides the foundation for the Company in managing various risks that may affect the achievement of its objectives, business continuity, and overall performance. The policy ensures that risk management is conducted systematically, proactively, and in an integrated manner, and becomes an integral part of decision-making at all levels of the organization.
In its implementation, the Company performs risk identification, assessment, control, monitoring, and reporting on an ongoing basis. Risks may include strategic, operational, financial, legal and compliance, reputational, safety, information technology, environmental, and other risks relevant to the Company’s business activities.
The Risk Management Policy also establishes the roles and responsibilities of relevant parties in managing risks. The Board of Directors is responsible for ensuring the effective implementation of risk management within operations, while the Board of Commissioners provides oversight of the adequacy and effectiveness of the Company’s risk management framework. Each business unit is also responsible for identifying and managing risks within its respective area of responsibility.
Risk management takes into consideration the likelihood of occurrence and potential impact of each risk, enabling the Company to establish appropriate priorities and mitigation measures. Key risks are monitored through mechanisms such as the risk register, risk appetite and tolerance, key risk indicators, and periodic reporting and evaluation.
The policy also promotes a strong risk awareness culture throughout the organization. All Company personnel are expected to recognize potential risks in their activities, take appropriate preventive measures, and promptly report material changes or risk events.
Through consistent implementation of the Risk Management Policy, the Company seeks to mitigate the impact of risks, protect assets and stakeholder interests, improve decision-making quality, maintain business continuity, and support the achievement of strategic objectives and long-term sustainability.
The Nomination and Remuneration Committee Charter provides the framework governing the mandate, duties, responsibilities, authority, composition, and working procedures of the Nomination and Remuneration Committee in assisting the Board of Commissioners in carrying out its oversight responsibilities relating to nomination and remuneration. The Charter is designed to ensure that nomination and remuneration processes are conducted transparently, objectively, accountably, and in accordance with Good Corporate Governance (GCG) principles and applicable requirements.
The Committee’s primary responsibility is to provide recommendations to the Board of Commissioners regarding nomination and remuneration policies and processes, including competency requirements for corporate organs, evaluation of the composition and performance of corporate organs, and recommendations on fair and competitive remuneration policies that take into account the Company’s performance and risk profile.
The Charter generally covers:
In performing its responsibilities, the Committee upholds meritocracy, objectivity, fairness, transparency, accountability, and equal opportunity. Remuneration policies should also consider performance, responsibilities, role complexity, the Company’s condition, and the ability to attract and retain qualified talent.
A clear Committee Charter supports leadership quality, succession continuity, improved performance of corporate organs, and sustainable implementation of Good Corporate Governance.
The Internal Audit Charter provides the foundation for the Internal Audit function to deliver independent and objective assurance and consulting services that support the Company in achieving its objectives through stronger governance, risk management, and internal controls.
The Charter establishes the position, purpose, authority, responsibilities, scope, independence, and working relationships of Internal Audit with the Board of Directors, Board of Commissioners, Audit Committee, and other business functions.
The Charter generally covers:
Internal Audit does not assume management’s responsibilities for managing risks, operating controls, or making business decisions. These responsibilities remain with management, while Internal Audit provides independent assessment and recommendations for improvement.
A clear Internal Audit Charter strengthens the Company’s independence, objectivity, accountability, internal control effectiveness, risk management, and sustainable implementation of Good Corporate Governance (GCG).
The Whistleblowing System (WBS) Guidelines provide a framework for Company personnel and stakeholders to report suspected violations, misconduct, fraud, corruption, bribery, conflicts of interest, Code of Conduct violations, or other acts that may adversely affect the Company. The WBS serves as an important mechanism for strengthening integrity, transparency, and accountability.
The Guidelines establish the reporting mechanism, reporting channels, report criteria, receipt and verification process, investigation, follow-up actions, and protection of whistleblowers. Reports should be submitted in good faith and supported by sufficient information to enable objective follow-up.
The main elements include:
An effective WBS enables the Company to establish a safe and trusted speak-up culture, allowing stakeholders to contribute to the early detection and prevention of misconduct. It supports the strengthening of integrity, Good Corporate Governance (GCG), risk management, and internal controls.
The Anti-Bribery Policy is the Company’s official policy document establishing the framework for preventing, detecting, and addressing bribery throughout the Company’s business activities and business relationships. It demonstrates the Company’s commitment to conducting business with integrity, transparency, accountability, and in compliance with applicable laws and Good Corporate Governance principles.
The policy applies to the Board of Commissioners, Board of Directors, employees, and relevant third parties acting for or on behalf of the Company, in accordance with the applicable scope and requirements.
Key elements include:
The Anti-Bribery Policy represents the Company’s formal commitment to a zero-tolerance approach to bribery. All relevant personnel are expected to understand, comply with, and consistently implement the policy in their activities and decision-making.
The Conflict of Interest Policy is the Company’s formal policy governing the identification, prevention, disclosure, and management of situations in which an individual’s personal interests may influence, or appear to influence, objective decision-making on behalf of the Company.
The policy aims to maintain integrity, objectivity, independence, transparency, and professionalism throughout the Company’s activities. All Company personnel are expected to place the Company’s interests above personal, family, or other interests that may create a conflict.
Key provisions include:
Through this policy, the Company seeks to ensure that business decisions are made objectively, fairly, and in the best interests of the Company, free from inappropriate personal influence. The policy also strengthens Good Corporate Governance (GCG), integrity, and the prevention of fraud and bribery.
The Gratification Policy is the Company’s formal policy governing the giving, receiving, rejection, reporting, and management of gratification in a transparent and accountable manner. It forms part of the Company’s efforts to prevent bribery, corruption, conflicts of interest, and conduct that may compromise objectivity in decision-making.
The policy applies to the Board of Commissioners, Board of Directors, employees, and relevant parties within the defined scope of the policy.
Key provisions include:
The policy reinforces the Company’s commitment to integrity and zero tolerance for bribery. All Company personnel are expected to recognize potentially improper gratification and take appropriate measures to protect the Company’s integrity and interests.
The Risk Management Guidelines provide practical guidance for identifying, assessing, controlling, monitoring, and reporting risks that may affect the achievement of the Company’s objectives and business continuity. They serve as a reference for all business units to ensure that risk management is implemented systematically, consistently, and on an integrated and risk-based basis.
The Guidelines operationalize the Risk Management Policy and establish the processes and responsibilities required for effective risk management.
Key areas include:
The Guidelines also support the implementation of the Three Lines Model, under which operational functions own and manage risks, risk and compliance functions provide oversight and support, and Internal Audit provides independent assurance.
Consistent implementation strengthens risk awareness, decision-making quality, control effectiveness, asset protection, business resilience, and sustainable achievement of strategic objectives.
The Articles of Association constitute the Company’s fundamental legal document governing its establishment, management, and business activities. They provide the basis for the Company’s corporate organs in exercising their respective authorities, duties, and responsibilities, as well as governing the relationship between the Company, its shareholders, and other stakeholders.
The Articles of Association generally regulate:
All decisions and actions of the Company’s organs must be carried out in accordance with the Articles of Association and applicable laws and regulations. The Articles of Association therefore serve as an important foundation for legal certainty, accountability, transparency, effective oversight, and Good Corporate Governance (GCG).
The Articles of Association should be reviewed and amended when required by changes in the Company’s structure, business activities, corporate requirements, or applicable regulations.
he Annual General Meeting of Shareholders (RUPST) is the Company’s annual forum held to report the Company’s performance and management to shareholders and to obtain shareholder approval on matters within the authority of the General Meeting of Shareholders.
The implementation of the RUPST includes:
A properly conducted, transparent, and accountable RUPST ensures the protection of shareholders’ rights and strengthens the implementation of Good Corporate Governance (GCG).
The Extraordinary General Meeting of Shareholders (RUPSLB) is a shareholders’ meeting held outside the Annual General Meeting of Shareholders to discuss and decide on specific matters requiring shareholder approval and/or falling within the authority of the General Meeting of Shareholders.
The RUPSLB is conducted in a transparent, accountable, orderly, and compliant manner, in accordance with the Company’s Articles of Association and applicable laws and regulations.
The main stages include:
The RUPSLB may address strategic matters such as amendments to the Articles of Association, changes in the composition of the Board of Directors or Board of Commissioners, certain corporate actions, material transactions, and other strategic matters within the authority of the GMS.
Proper implementation of the RUPSLB protects shareholders’ rights, strengthens accountability for strategic decisions, and supports consistent implementation of Good Corporate Governance (GCG).
Shareholders’ rights are rights attached to share ownership and must be respected and protected by the Company in accordance with its Articles of Association and applicable laws and regulations. The Company seeks to ensure fair treatment and adequate opportunities for all shareholders to exercise their rights.
Key shareholders’ rights include:
The protection of shareholders’ rights supports transparency, accountability, fairness, equal treatment, and Good Corporate Governance (GCG).
The Minutes and Resolutions of the General Meeting of Shareholders (GMS) constitute the Company’s official records of the proceedings, discussions, and decisions taken during the GMS. They serve as evidence of the meeting and provide a basis for the Company’s corporate organs to implement shareholder resolutions.
The main elements include:
Proper management of GMS minutes and resolutions ensures that shareholder decisions are properly documented, traceable, communicated, and implemented responsibly.
Audio, video, or live-stream documentation of the GMS to support transparency and provide a record of the meeting.
A summary of the key resolutions adopted at the GMS and serving as the basis for further action by the Company.
A comprehensive report presenting the Company’s performance, financial condition, governance, strategy, and achievements during the year.
Reports presenting the Company’s financial position and performance on a periodic basis as a form of transparency and accountability to shareholders and stakeholders.
A report presenting the Company’s performance and commitments in economic, environmental, social, and governance (ESG) aspects in a transparent and sustainable manner.
The timely disclosure of material information or significant corporate events to shareholders, investors, and the public in accordance with applicable regulations.
The timely submission of the Company’s reports and information to the Financial Services Authority (OJK) in accordance with applicable regulations.
The official communication of the Company’s activities, policies, decisions, and other important matters to shareholders and stakeholders.
