Governance

The Independent Commissioner is a member of the Board of Commissioners who does not have any financial, management, shares ownership and/or family relationship with other members of the Board of Commissioners and/or with the controlling shareholder or other relationships with the Company that may hinder their position to act independently in accordance with the GCG principles. The Independent Commissioner is responsible for supervising and also representing the interests of minority Shareholders.

Appointment of Independent Commissioners is regulated in OJK Regulation Number 33/POJK.04/2014 concerning Board of Directors and Board of Commissioners of Issuers or Public Companies or Indonesia Stock Exchange Regulation in Bapepam-LK Regulation Number IX.I.5 and Indonesia Stock Exchange Number IA Kep-305/BEJ/07-2004.

Independent Commissioners Criteria

The existence of Independent Commissioners in the Company always guarantees that the supervision mechanism runs effectively and in accordance with the laws and regulations. The criteria for determining the Company’s Independent Commissioners are in accordance with POJK Number 33/POJK.04.2014 as follows:

1. Have not worked, or authority and responsibility for planning, directing, controlling, or supervising the activities of the Company within six months, except for reappointment as Independent Commissioner of the Company for the next period;
2. Hold no shares either directly or indirectly in the Company;
3. Have no affiliations with the Company, members of the Board of Commissioners, members of Board of Directors or majority Shareholders of the Company;
4. Have no business relationships, directly or indirectly related to the business activities of the Company.

Independent Commissioner Composition

In 2023, the Company has three Independent Commissioners, namely:

Statement of Independency of Independent Commissioner

Company’s Independent Commissioners signs a declaration of independency that is created and updated regularly.The statement contains as follows:

1. Has good behavior, morals and integrity;
2. Is a competent legal person;
3. Within five years prior to their appointment and during their term of service:
   a. has never been declared bankrupt;
   b. has not been a member of the Board of Directors and/or 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 the Board of Directors and/or the Board of Commissioners, which during their term of service:
   i. did not convene an Annual GMS;
   ii. had their statement of responsibility as a member of the Board of Directors and/or Board of Commissioners rejected by the GMS or failed to submit a statement of responsibility as a member of the Board of Directors and/or the Board of Commissioners; and
   iii. caused the company which obtained license, permit, or registration from OJK failed to fulfill its obligation in submitting financial reports and/or annual reports to OJK.
4. Commit to complying with the laws and regulations;
5. Has the requisite ability, knowledge, skills, experience and/or expertise required by the Company.
6. Is not a person who is employed or has the authority and responsibility to plan, lead, control or oversee the Company’s activities within the last six months, except for reappointment as an Independent Commissioner of the Company in the following period;
7. Holds no shares either directly or indirectly in Company;
8. Has no affiliation with the Company, members of the Board of Commissioners, members of the Board of Directors or majority Shareholders of the Company;
9. Has no business relationships, directly or indirectly related to the business activities of the Company;
10. Is not concurrently a member of the Board of Directors in more than two Issuers or other public companies;
11. Is not concurrently a member of the Board of Commissioners in more than two Issuers or other public companies;
12. Still remains independent and meets the requirements as Independent Commissioner in the Company.