Governance

Organization and Membership
In compliance with POJK No. 33 which stipulates that:

1. Board of Directors should consist of at least 2 members;
2. 1 member of the Board of Directors shall be appointed as President Director.

As of December 31, 2021, the number of members in Indocement’s Board of Directors was 7 members, consisting of 1 President Director, 1 Vice President Director, and 5 Directors.

The Board Charter also sets the nationality of the Board of Directors’ members, namely that Indocement’s Board of Directors’ members can be made up from Indonesian and foreign citizens who meet the requirements to become a member of the Board of Directors as set out in the Board Charter and other applicable provisions.

Board of Directors’ Requirements
The General Criteria for members of Indocement’s Board of Directors are:

1. Have a good behavior, morals and integrity;
2. Is a competent legal person capable of performing legal actions;
3. Within 5 years prior to their appointment and during their term of service:
   a. has never been declared bankrupt;
   b. has not been a member of a Board of Directors and/or a Board of Commissioners of a company which was found guilty of causing the said company to become bankrupt;
   c. has never been punished for criminal actions which caused losses to the country and/or related to the financial sector; and
   d. has never been appointed as a member of a Board of Directors and/or a Board of Commissioners of a company, which during their term of service:
   i) did not convene an annual GMS;
   ii) had his/her statement of responsibility as a member of the Board of Directors and/or a Board of Commissioners of such company rejected by the GMS or failed to submit a statement of responsibility as a member of a Board of Directors and/or a Board of Commissioners of such company;
   iii) caused the company to fail to fulfill its obligation in submitting financial reports and/or annual reports to Otoritas Jasa Keuangan;
4. Commits to complying with the laws and regulations;
5. Has the requisite ability, knowledge, skills, experience and/or expertise required by the Company.

Board of Directors’ Appointment, Dismissal, Resignation and Term of Service
Proposed appointment, termination and replacement of members of the Board of Directors must be submitted and approved by the GMS after considering the recommendation of the Board of Commissioners and the Nomination and Remuneration Committee. Similarly to the Board of Commissioners, the Board of Directors serves for a period of three years or until the close of the third Annual GMS after the date of appointment, without prejudice to the GMS authority to dismiss one or more members of the Board of Directors at any time before the term expires.

The term of service of the Directors ends upon:

1. Resignation;
2. Deceased;
3. The term of service expires;
4. Dismissal by the GMS;
5. No longer meets the requirements to serve as a Director under prevailing legislations.

Members of the Board of Directors may resign from their office before their term ends by submitting their resignation to the Company. The Company is obliged to conduct a GMS to decide on the resignation of members of the Board of Directors no later than 90 days after receipt of the resignation in question.

The GMS may appoint a person to fi the post of a member of the Board of Directors who has been removed from office or to fill a vacant post of member of the Board of Directors due to resignation, death or no longer qualified as a member of the Board of Directors based on the prevailing legislation.

Structure, Number, and Composition of Board of Directors
The composition and number of members of the Board of Directors are determined by the GMS with due regards to the Company’s vision, mission, and strategic plans to enable effective, appropriate, and fast decision making, and can act independently.

Board of Directors' Profiles can be seen in About Us menu >> Management