STRUKTUR TATA KELOLA

PIAGAM GOOD CORPORATE GOVERNANCE (GCG)

The Board of Commissioners Charter is a document prepared to regulate matters relating to the implementation of supervision and responsibilities of the Board of Commissioners for the benefit of PT Mutuagung Lestari Tbk. (“Company”) and in accordance with the aims and objectives of the Company.

 

Legal Foundation

Law no. 40 of 2007 concerning Limited Liability Companies as amended by Government Regulation in Lieu of Law no. 2 of 2022 concerning Job Creation;

    1. Financial Services Authority Regulation No.33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies;
    2. Financial Services Authority Regulation No.34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies;
    3. Financial Services Authority Regulation No.55/POJK.04/2015 concerning the Establishment and Guidelines for Implementing the Work of the Audit Committee;
    4. Decision of the Board of Directors of the PT. Bursa Efek Indonesia No. Kep-00183/BEl/12-2018 dated 27 December 2018, attachment to Stock Exchange Regulation No. I-A concerning the Listing of Shares and Equity Securities Other than Shares Issued by Listed Companies.

 

Work Ethics

    1. Members of the Board of Commissioners are prohibited from taking advantage of the Company for personal, family and/or other parties’ interests which could harm the reputation or reduce the profits of the Company and its subsidiaries.
    2. Members of the Board of Commissioners are prohibited from taking and/or receiving personal benefits from the Company other than remuneration and other facilities determined by the Company.
    3. Members of the Board of Commissioners are prohibited from directly or indirectly making untrue statements regarding material facts so that the statements made could be misleading regarding the condition of the Company at the time the statements were made.

 

Structure and Membership

The number of members of the Board of Commissioners consists of at least 2 (two) people, one of whom is appointed as main commissioner. The Company’s Board of Commissioners consists of 2 (two) or more members of the Board of Commissioners with the following provisions:

    1. In the event that the Board of Commissioners consists of 2 (two) members of the Board of Commissioners, then 1 (one) of the members of the Board of Commissioners is appointed as an Independent Commissioner;
    2. In the event that the Board of Commissioners consists of more than 2 (two) members of the Board of Commissioners, the number of Independent Commissioners must be at least 30% (thirty percent) of the total number of members of the Board of Commissioners;
    3. 1 (one) member of the Board of Commissioners is appointed as President Commissioner, taking into account the provisions of the Company Law, applicable laws and regulations in the Capital Market sector and other laws and regulations related to the Company’s business activities.

 

Department Time

    1. Members of the Board of Commissioners are appointed for a period starting from the date determined by the GMS that appointed them and ending at the close of the 5th (fifth) annual GMS after the date of appointment.
    2. When there is a resignation or dismissal before the end of the term of office, then the term of end of the term when there is an appointment to fill the vacant position is in accordance with the decision of the GMS.
    3. The term of office of Commissioners ends when:

        (i)  Pass away

        (ii) His term of office is over

        (iii) Declared bankrupt

        (iv) No longer fulfills the requirements as a Commissioner and/or independent Commissioner

        (v) Resigned and his resignation was accepted by the GMS

        (vi) Dismissed based on a GMS decision with clear and acceptable reasons

4. After their term of office ends, members of the Board of Commissioners can be reappointed by the GMS. Independent Commissioners can serve for 2 (two) terms and be reappointed for a 3 (three) term by stating that they remain independent to the GMS.

 

Board of Commissioners

Firdaus, Ak., MBA 

President Commissioner

Mohamad Indra Permana 

Commissioner

Herliana Dewi 

Independent Commissioner

The Board of Directors Charter is a document prepared to regulate matters relating to the implementation of the management and responsibilities of the Board of Directors for the benefit of PT Mutuagung Lestari Tbk. (“Company”) and in accordance with the aims and objectives of the Company.

 

Legal Foundation

    1. Law no. 40 of 2007 concerning Limited Liability Companies as amended by Government Regulation in Lieu of Law no. 2 of 2022 concerning Job Creation;
    2. Financial Services Authority Regulation no. 33/POJK.04/2014 concerning Directors and Board of Commissioners of Issuers or Public Companies;
    3. Financial Services Authority Regulation no. 29/POJK.04/2015 concerning Submission of Annual Reports of Issuers or Public Companies;
    4. Financial Services Authority Regulation no. 60/POJK.04/2015 concerning Information Disclosure of Certain Shareholders;
    5. Decision of the Board of Directors of the PT Bursa Efek Indonesia No. Kep-00183/BEl/12-2018 dated 27 December 2018, attachment to Stock Exchange Regulation No. I-A concerning the Listing of Shares and Equity Securities Other than Shares Issued by Listed Companies.

 

Work Ethics

    1. Members of the Board of Directors are prohibited from taking advantage of the Company for personal, family and/or other parties’ interests which could harm the reputation or reduce the profits of the Company and its subsidiaries.
    2. Members of the Board of Directors are prohibited from taking and/or receiving personal benefits from the Company other than remuneration and other facilities determined by the Company.
    3. Members of the Board of Directors are prohibited from directly or indirectly making untrue statements regarding material facts so that the statements made could be misleading regarding the condition of the Company at the time the statements were made.

 

Membership

The number of members of the Board of Directors consists of at least 2 (two) people, one of whom is appointed as President Director. By paying attention to provisions in the capital markets sector, the Company is required to have an Independent Director of at least 1 (one) person from the ranks of the Board of Directors.

 

Masa Jabatan

    1. Members of the Board of Directors are appointed for a period starting from the date determined by the GMS that appointed them and ending at the close of the 5th (fifth) annual GMS after the date of appointment.
    2. When there is a resignation or dismissal before the end of the term of office, then the term of end of the term when there is an appointment to fill the vacant position is in accordance with the decision of the GMS.
    3. The term of office of a member of the Board of Directors ends when:

        (i)  Passed away

        (ii) His term of office is over

        (iii) Declared bankrupt

        (iv) No longer meets the requirements as a member of the Board of Directors and/or independent Director

        (v) Resigned and his resignation was accepted by the GMS

        (vi) Dismissed based on a GMS decision with clear and acceptable reasons

4. After their term of office ends, members of the Board of Directors can be reappointed by the GMS.

 

Duties, Responsibilities and Authorities

    1. Carry out and take full responsibility for the management of the Company in accordance with what has been determined by the Company’s Articles of Association.
    2. Obligated to hold an annual General Meeting of Shareholders (“GMS”) and other GMS in accordance with the Company’s Articles of Association.
    3. Carrying out their duties and responsibilities with full responsibility, prudence and compliance with work ethics and applicable laws and other regulations.
    4. Implement good corporate governance in every Company activity at all organizational levels.
    5. Prepare Company reports, data and information, including documenting them so that they can be accessed when needed.
    6. Authorized to carry out the authority granted by the Company’s Articles of Association.

 

Board of Director

Arifin Lambaga

President Director

Sumarna

Director

Irham Budiman

Director

The Audit Committee is an integral part of the Company’s efforts to implement the principles of good corporate governance (Good Corporate Governance or GCG), namely transparency, accountability, responsibility, independence and justice.

 

Membership

    1. The Audit Committee consists of at least 3 (three) members from independent Commissioners and parties from outside the Company.
    2. The Audit Committee is chaired by an independent Commissioner.
    3. Independent commissioners must fulfill the following requirements:
        1. is not a person who works or has the authority and responsibility to plan, lead, control or supervise the Company’s activities within the last 6 (six) months;
        2. does not own shares either directly or indirectly in the Company;
        3. has no affiliation with the Company, members of the Board of Commissioners, members of the Board of Directors, or Major Shareholders of the Company; And
        4. does not have any direct or indirect business relationships related to the Company’s business activities.

 

Membership Requirements

    1. Have high integrity, ability, knowledge, experience in accordance with the field of work, and be able to communicate well;
    2. Understand financial reports, company business, especially those related to the Company’s services or business activities, audit processes, risk management, and laws and regulations in the Capital Market sector as well as other related laws and regulations;
    3. Comply with the Audit Committee code of ethics established by the Company;
    4. Willing to continuously improve competence through education and training;
    5. Have at least 1 (one) member with an educational background and expertise in accounting and finance;
    6. Not a person in a Public Accounting Firm, Legal Consultant Firm, Public Appraisal Services Firm, or other party providing insurance services, non-insurance services, appraisal services, and/or other consulting services to the Company within the last 6 (six) months ;
    7. Not a person who works or has the authority and responsibility to plan, lead, control or supervise the Company’s activities within the last 6 (six) months, except for independent Commissioners;
    8. Does not have direct or indirect shares in the Company;

 

Duties and responsibilities

The Audit Committee has duties and responsibilities, including:

    1. Reviewing the financial information that will be released by the Company in other related public reports and/or with information authorities including other financial authorities of the Company; financial reports, projections and other reports related to the Company’s financial information;
    2. Carrying out activities related to reviewing the Company’s compliance; to the statutory regulations
    3. Management Provides and independent opinion from the Accountant regarding the services it provides; there is a difference of opinion between
    4. Providing based on independence recommendations, to the Board of Commissioners’ scope of assignments, regarding and compensation for the appointment of Accountant services based on independence, scope of assignment and fees for services;
    5. Reviewing the implementation of audits by internal auditors and supervising the implementation of follow-up actions by the Board of Directors regarding the internal auditor’s findings;
    6. Reviewing risk management implementation activities carried out by the Board of Directors, if the Company does not have a risk monitoring function under the Board of Commissioners;
    7. Reviewing complaints related to the Company’s accounting and financial reporting processes;
    8. Review and provide advice to the Board of Commissioners regarding potential conflicts of interest of the Company; And
    9. Maintain the confidentiality of Company documents, data and information.

 

Authority

In carrying out its duties, the Audit Committee has the following authority:

    1. Access Company documents, data and information regarding employees, funds, assets and required company resources;
    2. Communicate directly with employee management, risks, including and Accounts at ReiJin and related task parties who carry out internal audit functions,
    3. Audit Committee responsibilities;
    4. Involving independent parties outside the Audit Committee members who are necessary to assist in carrying out their duties (if necessary); And
    5. Carry out other authorities granted by the Board of Commissioners

 

Work Procedures and Procedures

In carrying out its duties and responsibilities, the Audit Committee prepares an annual work program and reports it to the Board of Commissioners. The Audit Committee’s annual work program is adjusted and aligned with the Company’s financial reporting cycle.

Audit Committee Meeting

      1. The Audit Committee holds regular meetings at least 1 (one) time in 3 (three) months.
      2. Audit Committee meetings can only be held when attended by more than 1/2 (one half) of the total number of members.
      3. Audit Committee meeting decisions are taken based on deliberation to reach consensus.
      4. Every meeting of the Audit Committee is recorded in the minutes of the meeting, including when there are dissenting opinions, which is signed by all members of the Audit Committee present and presented to the Board of Commissioners.

 

Handling Complaints or Reports Regarding Alleged Violations Related to Financial Reporting

The Company provides facilities for complaints (whistleblowers). These complaints include complaints related to employees and stakeholders of the Company. The complaint handling system is in accordance with what is regulated in the internal audit violation complaint system. The Audit Committee reviews the effectiveness and efficiency of the violation complaint system.

 

Reporting

    1. The Audit Committee is obliged to make a report to the Board of Commissioners regarding each assignment given.
    2. The Audit Committee is required to prepare an annual report on the implementation of the Audit Committee’s activities as disclosed in the Company’s Annual Report.
    3. The Company conveys to the Financial Services Authority information regarding the appointment and dismissal of the Audit Committee in accordance with statutory regulations.
    4. Information regarding appointment and dismissal as intended in letter c is published on the stock exchange website and/or the Company’s website.

Audit Committee

The formation of the Nomination and Remuneration Committee is an inseparable part of the Company’s efforts to implement the principles of good corporate governance.

 

Legal Foundation

 

Code of Ethics

 

Membership

The Nomination and Remuneration Committee consists of at least 3 (three) members, with the following provisions:

    1. Composition of Nomination and Remuneration Committee members:

(i) 1 (one) chairman and member, who is an independent Commissioner; And

(ii) Other members, who can come from:

            1. Member of the Board of Commissioners;
            2. Parties from outside the Company; or
            3. Parties who hold managerial positions under the Board of Directors in charge of human resources;
    1. Most of the members of the Nomination and Remuneration Committee apart from (excluding) Independent Commissioners do not come from parties who hold managerial positions under the Directors in charge of human resources;
    2. Requirements for members of the Nomination and Remuneration Committee who come from outside the Company:

(i) Has no affiliation with the Company, members of the Board of Directors, members of the Board of Commissioners, or the main shareholders of the Company;

(ii) Have experience related to Nomination and/or Remuneration; And

(iii) Does not hold concurrent positions as a member of other committees owned by the Company;

4. Members of the Board of Directors cannot be members of the Nomination and Remuneration Committee.

 

Department Time

    1. Members of the Nomination and Remuneration Committee are appointed and dismissed based on the decision of the Board of Commissioners meeting.
    2. Members of the Nomination and Remuneration Committee are appointed for a certain term of office and can be reappointed, provided that the term of office of the members of the Nomination and Remuneration Committee is not longer than the term of office of members of the Board of Commissioners as regulated in the Company’s Articles of Association.
    3. Replacement of members of the Nomination and Remuneration Committee who are not from the Board of Commissioners is carried out within 60 days after the member of the Nomination and Remuneration Committee concerned can no longer carry out their functions.
    4. The Chairman of the Nomination and Remuneration Committee may propose replacement of members of the Nomination and Remuneration Committee if one of the members of the Nomination and Remuneration Committee ends his term of office, resigns, or is dismissed.

 

Duties and responsibilities

    1. The Nomination and Remuneration Committee acts independently in carrying out its duties.
    2. The Nomination and Remuneration Committee is responsible to the Board of Commissioners.
    3. The Nomination and Remuneration Committee has duties and responsibilities, including the following:
      1. Related to the Nomination function:

(i) Provide recommendations to the Board of Commissioners regarding:

            1. Composition of positions of members of the Board of Directors and/or members of the Board of Commissioners;
            2. Policies and criteria required in the Nomination process;
            3. Evaluation policy on the performance of members of the Board of Directors and/or members of the Board of Commissioners;

(ii) Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/or members of the Board of Commissioners based on benchmarks that have been prepared as evaluation material;

(iii) Provide recommendations to the Board of Commissioners regarding capacity development programs for members of the Board of Directors and/or members of the Board of Commissioners; And

(iv) Providing proposals for candidates who meet the requirements as members of the Board of Directors and/or members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS.

2. Related to the Remuneration function:

(i) Provide recommendations to the Board of Commissioners regarding:

            1. Remuneration Structure;
            2. Remuneration Policy; And
            3. Amount of Remuneration;

(ii) Assist the Board of Commissioners in conducting performance assessments in accordance with the remuneration received by each member of the Board of Directors and/or members of the Board of Commissioners.

Nomination and Remuneration Committee

Legal Foundation

      1. Law no. 8 of 1997 concerning Company Documents.
      2. Law no. 8 of 1995 concerning Capital Markets as amended by Law no. 4 of 2023 concerning Development and Strengthening of the Financial Sector.
      3. Law no. 40 of 2007 concerning Limited Liability Companies as amended by Government Regulation in Lieu of Law no. 2 of 2022 concerning Job Creation.
      4. Law no. 21 of 2011 concerning the Financial Services Authority as amended by Law no. 4 of 2023 concerning Development and Strengthening of the Financial Sector.
      5. Financial Services Authority Regulation no. 35/POJK.04/2014 concerning Corporate Secretaries of Issuers or Public Companies.
      6. Decision of the Board of Directors of the PT Bursa Efek Indonesia No. Kep-00183/BEl/12-2018 dated 27 December 2018, attachment to Stock Exchange Regulation No. I-A concerning the Listing of Shares and Equity Securities Other than Shares Issued by Listed Companies.
      7. Regulation Number 1-E concerning the Obligation to Submit information through Decree of the Directors of PT Bursa Efek Indonesia Number Kep-00015/BEl/01-2021 dated 29 January 2021 concerning Amendments to Regulation Number 1-E concerning Obligation to Submit information as amended by the Decree of the Directors of PT Bursa Efek Indonesia No. Kep-00066/BEl/09-2022 dated 30 September 2022 concerning Amendments to Regulation Number 1-E concerning Obligations to Submit Information.
      8. Company Articles of Association.

 

Appointment, Dismissal and Resignation:

      1. The Corporate Secretary is responsible to the Board of Directors.
      2. The Board of Directors can dismiss the Company Secretary.
      3. The Corporate Secretary can resign at any time by submitting a resignation request to the Company’s Board of Directors.
      4. In the event of a vacancy in the Corporate Secretary, the Company is obliged to appoint a replacement within a maximum period of 60 (sixty) days from the vacancy of the Corporate Secretary. As long as there is a vacancy in the Corporate Secretary, the Corporate Secretary is held concurrently by a member of the Board of Directors or an individual appointed as temporary Corporate Secretary without taking into account the requirements of the Corporate Secretary.
      5. The Company’s Directors, no later than 2 (two) working days after appointment, dismissal or resignation, must:
          1. Submit a report to the Financial Services Authority regarding the appointment, dismissal and resignation of the Corporate Secretary; And
          2. Includes on the Company Website and Stock Exchange Website regarding the appointment, dismissal and resignation of the Corporate Secretary, and the vacancy of the Corporate Secretary (if this occurs).

 

Functions and Responsibilities of the Corporate Secretary:

      1. The Corporate Secretary is responsible to the Board of Directors.
      2. The functions of the Corporate Secretary include:
          1. Following capital market developments;
          2. Provide input to the Company’s Directors and Board of Commissioners to comply with statutory provisions in the Capital Market sector;
          3. Assisting the Board of Directors and Board of Commissioners in implementing Company governance including:
            • Information disclosure to the public including the availability of information on the Company’s website;
            • Submission of reports to the Otoritas Jasa Keuangan (OJK) and related agencies including the PT Bursa Efek Indonesia (BEI) on time;
            • Organizing and documenting the General Meeting of Shareholders;
            • Organizing and documenting meetings of the Board of Directors and/or Board of Commissioners;
              • Implementation of company orientation programs for the Board of Directors and/or Board of Commissioners. As a liaison between the Company and the Company’s shareholders, the Financial Services Authority, and other stakeholders.
      1. The Company Secretary’s responsibilities include:
          1. Maintain the confidentiality of confidential documents, data and information except in order to fulfill obligations in accordance with statutory regulations;
          2. Assist in monitoring the Company’s compliance with Company regulations and other statutory provisions;
          3. Inform the Board of Directors and Board of Commissioners in the event that there are new laws and regulations;
          4. Make periodic reports on the implementation of his duties at least 1 (one) time in 1 (one) book year.
      1. The Corporate Secretary is prohibited from taking personal advantage, either directly or indirectly, which is detrimental to the Company.
      2. The Corporate Secretary must attend education and/or training in order to increase knowledge and understanding to assist in the implementation of his duties.
      3. Any information conveyed by the Corporate Secretary to the public has the approval or knowledge of the Company’s Directors and is official information from the Company.

 

Code of Ethics

 

Company Secretary

This Audit Charter is a formal document that contains acknowledgment of the existence and commitment of the Company’s leadership to the function of the Internal Audit Unit (“UAI”). This Charter is used as the basis for the existence and implementation of the supervisory duties of the Company’s UAI auditors and so that it is known to workers and other related parties, so that mutual understanding and good cooperation can be achieved in realizing the Company’s Vision and Mission.

 

Legal Foundation

        1. Law Number 40 of 2007 concerning Limited Liability Companies
        2. Law Number 8 of 1995 concerning Capital Markets
        3. Financial Services Authority Regulation Number 56/POJK.04/2015 dated 29 December 2016 concerning the Establishment and Guidelines for Preparing the Internal Audit Unit Charter.

 

Vision and mission

The Company’s UAI vision is to become an independent, objective, working partner for the Board of Directors trustworthy and responsive in its efforts to support the Board of Directors’ duties to achieve the target.

The Company’s UAI mission is as follows:

        1. Carrying out internal audits of the Company’s activities and operational activities;
        2. Carrying out inspections and evaluations of operational and financial management control processes so that the principles of good corporate governance can be implemented;
        3. Providing consultation services and recommendations to improve the effectiveness and efficiency of the Company’s performance and management quality;
        4. Continuously improve competence to become a professional internal auditor.

 

Duties and responsibilities

The duties and responsibilities of the Company’s UAI are as follows:

        1. Prepare and implement annual internal audit plans and work programs;
        2. Test and evaluate the implementation of internal control and risk management systems in accordance with Company policy;
        3. Carrying out inspections and assessments of efficiency and effectiveness in the fields of finance, projects, marketing, accounting, operations, human resources, marketing, information technology and other activities;
        4. Providing suggestions for improvements and objective information about activities examined at all levels of management;
        5. Monitor, analyze and report on the implementation of recommended follow-up actions;
        6. Cooperate with the Audit Committee;
        7. Develop a program to evaluate the quality of internal audit activities carried out;
        8. Perform special inspections when necessary.

 

Position and Authority Structure

The structure and position of the Company’s UAI are as follows:

        1. UAI consists of 1 (one) internal auditor or more;
        2. UAI is led by a UAI head;
        3. In the event that the UAI consists of 1 (one) internal auditor, the internal auditor in question also acts as the Head of the UAI.
        4. The number of internal auditors is adjusted to the size and level of complexity of the Company’s business activities;
        5. The Head of UAI is appointed and dismissed by the President Director with the approval of the Board of Commissioners;
        6. In the event that the Head of UAI does not fulfill the requirements as an auditor in UAI and/or fails or is incompetent in carrying out his duties, the President Director can dismiss the Head of UAI, after obtaining approval from the Board of Commissioners.

 

Requirement

The requirements that must be fulfilled by internal auditors in the Company’s UAI are as follows:

        1. Have integrity and professional, independent, honest and objective behavior in carrying out their duties;
        2. Have knowledge and experience regarding audit techniques and other scientific disciplines relevant to their field of work;
        3. Have knowledge of laws and regulations in the capital market sector and other related laws and regulations;
        4. Have the skills to interact and communicate both verbally and in writing effectively;
        5. Comply with professional standards issued by the Internal Audit Association;
        6. Comply with the Internal Audit Code of Ethics;
        7. Maintain the confidentiality of company information and/or data related to the implementation of Internal Audit duties and responsibilities unless required by statutory regulations or court rulings or rulings;
        8. Understand the principles of good corporate governance and risk management; And
        9. Willing to continuously improve their knowledge, skills and professionalism abilities.

 

Authority

The authority of the Company’s UAI is as follows:

        1. Access all relevant information about the Company related to its duties and functions;
        2. Communicate directly with the Board of Directors, Board of Commissioners, and/or Audit Committee as well as members of the Board of Directors, Board of Commissioners, and/or Audit Committee;
        3. Hold regular and incidental meetings with the Board of Directors, Board of Commissioners, and/or Audit Committee; And
        4. Coordinating its activities with the activities of external auditors.

 

Code of Ethics

In carrying out its duties, UAI must have a Professional Code of Ethics that refers to the International Standards for the Professional Practice of Internal Auditing from The Institute of Internal Auditors, including compliance with the Internal Audit Code of Ethics as follows:

        1. Integrity: the integrity of internal auditors strengthens trust and therefore becomes the basis for controlling their judgment.
        2. Objectivity: Internal auditors demonstrate the highest level of professional objectivity when collecting, evaluating, and reporting information on the activities or processes being tested. Internal auditors carry out a balanced assessment of all relevant conditions and are not influenced by their own interests or the interests of others in making their decisions.
        3. Confidentiality: Internal auditors respect the value and ownership of the information they receive and do not disclose the information without the consent of those concerned, unless required to do so based on legal regulations/provisions, authorized parties/agencies, or the profession;
        4. Competency: Internal auditors apply the knowledge, skills and experience required in the performance of internal audit services.

 

Task Trap

Executors/officials at the Company’s UAI may not hold concurrent duties or positions in the company’s operational activities either at the Company or its subsidiaries.

Thus, the PT Mutuagung Lestari Tbk Internal Audit Implementation Charter has been prepared and must be implemented by all Internal Auditors with a full sense of responsibility.

      1. Validity period and evaluation:
        This Charter was established by the Board of Directors on March 24 2023;
        This charter will be periodically evaluated for improvements.

 

 

Board of Director

Arifin Lambaga

President Director

Sumarna

Director

Irham Budiman

Director