Governance

The Board of Commissioners is tasked with supervising the management of the Company carried out by the Board of Directors as well as providing advice regarding the policies of the Board of Directors regarding the Company's development plan, work plan and annual budget, implementing the provisions of the articles of association and resolutions of the GMS as well as applicable and relevant laws and regulations, and ensuring that the Company implement the principles of GCG.

Each member of the Board of Commissioners must have high integrity, knowledge, ability and commitment in carrying out their duties. Thus, the role of the Board of Commissioners is very strategic. In addition, the Board of Commissioners is also required to be able to act independently, in the sense that they do not have a conflict of interest that could interfere with their ability to carry out their duties independently and critically, both in relation to each other and in relation to the Board of Directors.
 

LEGAL BASIS

Legal basis of Board of Commissioners’ appointment:

1. Law No. 40 of 2007 on Limited Liability Company;
2. Financial Services Authority Regulation No. 33/POJK.04/2014 on Board of Directors and Board of Commissioners of Issuers or Public Companies;
3. The Company’s Articles of Association; and
4. Board of Commissioners Charter.

BOARD OF COMMISSIONERS CHARTER

The Company has compiled work guidelines for the Board of Commissioners (Board Charter) as a manifestation of the Company’s commitment to implementing Good Corporate Governance (GCG) consistently in the framework of managing the Company to carry out its established mission and vision. 

The Board of Commissioners' Charter is a reference for the Board of Commissioners in performing its functions, duties, and responsibilities. In 2022, the Company updated the Board of Commissioners Charter which was ratified based on Decision Letter No. 004/Kpts/Kom/ITP/XI/2022 dated 29 November 2022.

Broadly speaking, the contents of the Board of Commissioners Charter are as follows:

1. INTRODUCTION
   a. Background
   b. Vision, Mission, and Purpose of Indocement
   c. Corporate values
   d. Indocement Leadership Style
   e. Legal Basis

2. ORGANIZATION
   a. Organizational Structure
   b. Requirements
   c. Membership Nomination
   d. Appointment, Resignation, and Dismissal
   e. Term of Office
   f. Orientation Program

3. DUTIES, RESPONSIBILITIES, AND AUTHORITY
   a. Duties and Responsibilities
   b. Authority
   c. Duties Division

4. MEETINGS, TRAININGS, PERFORMANCE ASSESSMENT AND ACCOUNTABILITY

5. HONORARIUM

6. COMMITTEES UNDER THE BOARD OF COMMISSIONERS
   a. Audit Committee
   b. Nomination and Remuneration Committee

7. CODE OF CONDUCT
   a. Compliance with the provisions of applicable laws
   b. Compliance with Indocement's Code of Conduct
   c. Avoid Conflict of Interest
   d. Diversity, Fairness, and Respect
   e. Handling Company's Property, Records and Information
   f. Occupational Health and Safety Management

8. WORKING RELATIONSHIPS BETWEEN BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS

9. CLOSING

    STATEMENT