Corporate governance
Governance Framework
A comprehensive set of policies, committees, and compliance mechanisms established to uphold ethical conduct, regulatory adherence, and effective corporate oversight across the organization.
Governance Structure Overview
Governance Principles & Legal Basis
General Meeting of Shareholders (GMS)
Board of Commissioners & Directors
Download
2022 ANNUAL REPORT
2023 ANNUAL REPORT
2024 ANNUAL REPORT
Articles of Association
INFORMATION ON GMS, EGMS, AND ANNUAL PUBLIC EXPOSE – JUNE 26, 2024
Notice of GMS & EGMS
Rules of Conduct for GMS & EGMS
Meeting Agenda Materials for GMS & EGMS
Power of Attorney for GMS & EGMS
2024 Public Expose Materials
Candidates for the Board of Commissioners
Candidates for the Board of Directors
Minutes of Mutu Meeting (Bilingual)
About MUTU International
The governance structure of PT Mutuagung Lestari Tbk is designed to ensure effective oversight, accountability, and balanced decision-making across all levels of the organization. It defines clear roles and responsibilities among the General Meeting of Shareholders, the Board of Commissioners, and the Board of Directors in accordance with applicable laws and corporate governance principles.
This structure supports transparent management, risk control, and long-term sustainability while safeguarding the interests of shareholders and other stakeholders.
Governance Principles & Legal Basis
Articles of Association
The Articles of Association serve as the fundamental legal framework of the Company, governing its establishment, objectives, governance structure, and the rights and obligations of shareholders, the Board of Commissioners, and the Board of Directors.
Good Corporate Governance
MUTU is fully committed to implementing the principles of Good Corporate Governance (GCG) as the foundation for our operational activities and long-term business sustainability. We believe that robust governance creates transparency, strengthens accountability, and builds trust with our shareholders and stakeholders.
General Meeting of Shareholders
The General Meeting of Shareholders (“GMS”) is the highest corporate organ and serves as the supreme decision-making forum for shareholders, as mandated by Law Number 40 of 2007 concerning Limited Liability Companies (“Company Law”).
The convening of a GMS is governed by the Company’s Articles of Association and Financial Services Authority (OJK) Regulation Number 15/POJK.04/2020 regarding the Planning and Implementation of General Meetings of Shareholders of Public Companies (“POJK 15”).
The Annual GMS for the 2022 financial year was held on May 31, 2023, at the Meeting Room of PT Mutuagung Lestari Tbk, Jl. Raya Bogor KM. 33.5 No. 19 Cimanggis – Depok. The meeting was conducted in person and attended by all members of the Company’s Board of Commissioners and Board of Directors.
In connection with the planned Initial Public Offering (IPO) of the Company’s shares, the Company held an Extraordinary General Meeting of Shareholders (“EGMS”) on March 21, 2023, as recorded in Deed No. 05 dated March 21, 2023, drawn up before Rahayu Ningsih, S.H., a Notary in South Jakarta. The EGMS resolved, among other things:
- To approve the change of the Company’s status from a Private/Non-Public Company to a Public Company;
- To approve the Company’s plan to conduct an Initial Public Offering (IPO), including the issuance of shares from the Company’s portfolio (authorized but unissued shares) to be offered to the public;
- To appoint members of the Board of Directors and Board of Commissioners, including the appointment of new Independent Commissioners; and
- To approve amendments to all provisions of the Company’s Articles of Association in the context of becoming a Public Company.
Board of Commisioners
The Board of Commissioners, as the Company’s oversight and supervisory body, is directly accountable to the Shareholders. The Board of Commissioners also provides advice to the Board of Directors.
Guidelines regarding the execution of the duties and responsibilities of the Board of Commissioners are governed by the Board of Commissioners Charter.
The Company has an Independent Commissioner in compliance with Financial Services Authority (OJK) Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies.
The composition of the Company’s Board of Commissioners is as follows:
M. Indra Permana
President Commissioner
Firdaus
Commissioner
Gati Wibawaningsih
Independent Commissioner
Board of Director
The Board of Directors is responsible for managing the Company for the interests and objectives of the Company and is authorized to represent the Company both in and out of court.
Guidelines regarding the execution of the duties and responsibilities of the Board of Directors are governed by the Board of Directors Charter. Provisions concerning requirements, procedures for appointment/dismissal, duties, authorities, and responsibilities of the Board of Directors are guided by the Company’s Articles of Association, OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, Exchange Regulations, and the Company Law.
Members of the Board of Directors are appointed by considering integrity and honesty, experience, expertise, gender diversity, as well as commitment and dedication to developing the Company. The Company’s Board of Directors consists of 4 (four) individuals, one of whom is appointed as the President Director, with a term of office of 3 (three) years starting from the date of appointment.
The composition of the members of the Company’s Board of Directors is as follows:
Arifin Lambaga
President Directors
Sumarna
Director
Irham Budiman
Director
Herliana Dewi
Director
Governance Policies & Compliance Overview
Code of Ethics
Audit Committee
Dividend Policy
Whistleblowing System
Download
2022 ANNUAL REPORT
2023 ANNUAL REPORT
2024 ANNUAL REPORT
About MUTU International
The Governance Policies & Compliance framework of PT Mutuagung Lestari Tbk is established to ensure that corporate activities are conducted in accordance with applicable laws, ethical standards, and good corporate governance principles.
This framework encompasses key governance policies, the Audit Committee, and compliance mechanisms designed to support transparency, accountability, risk management, and responsible decision-making across the organization.
Code of Ethics
The code of ethics for the Company’s Board of Commissioners and Board of Directors is fundamentally governed by the Board of Commissioners Charter and the Board of Directors Charter.
Meanwhile, the general code of ethics for employees is stipulated in the Company Regulations, which are updated every 2 (two) years in accordance with prevailing regulations and the principles of Good Corporate Governance (GCG).
Every individual within the Company is obligated to uphold and embody integrity, professionalism, transparency, and accountability in their respective functions and duties, while maintaining a strong sense of belonging toward the Company.
Every employee is motivated to consistently give their best effort in carrying out their duties and responsibilities to achieve optimal results, including the duty to safeguard the Company’s confidentiality.
Audit Committee
In order to fulfill the provisions of Financial Services Authority Regulation Number 55/POJK.04/2015 regarding the Establishment and Implementation Guidelines for Audit Committees, we hereby submit notification of the change and appointment of the Company’s Audit Committee Chairperson. This is based on the Circular Resolution of the Board of Commissioners No. 214.69/SKEP-MUTU/VII/2024, dated July 1, 2024.
Pursuant to the aforementioned Resolution, the Board of Commissioners has determined the composition of the Audit Committee as follows:
Chairperson Previous: Herliana Dewi New: Gati Wibawaningsih
Member
Beni Subena
I
Nyoman Widia
Dividend Policy
All common registered shares that have been issued and fully paid-up, including the common registered shares offered in this Initial Public Offering, carry the same and equal rights, including the right to dividend distributions.
Based on the Company Law, the Company may distribute cash or stock dividends by referring to the provisions stipulated in the Company’s Articles of Association and the approval of shareholders in a GMS, while taking into account the fairness of the dividend distribution and the interests of the Company. Pursuant to Articles 70 and 71 of the Company Law, as long as the Company has a positive retained earnings balance and has allocated mandatory reserves, the Company may distribute cash or stock dividends provided that: (1) the Company’s shareholders have approved such distribution in a GMS and (2) the Company has sufficient net profit for said dividend distribution.
Based on a resolution of the Board of Directors and with the approval of the Board of Commissioners, the Board of Directors may distribute interim dividends before the end of the Company’s financial year if the Company’s financial condition or capability permits, while remaining compliant with prevailing laws and regulations. This is on the condition that such interim dividends are accounted for against the dividends to be distributed based on the resolution of the subsequent Annual GMS. If the Company incurs a loss at the end of the financial year, any interim dividends already distributed must be returned by the shareholders to the Company. The Board of Commissioners and the Board of Directors shall be jointly and severally liable for the Company’s losses if the shareholders are unable to return said interim dividends.
Following the Initial Public Offering, the Company plans to pay cash dividends to the Company’s shareholders at a ratio of up to 30% (thirty percent) of the Company’s current year positive retained earnings after deducting allocations for mandatory reserves, using the 2023 financial year to be distributed in 2024. This plan will consider the Company’s financial health and the right of the Company’s General Meeting of Shareholders to determine otherwise in accordance with the Company’s Articles of Association. The distribution of dividends by the Company is determined based on the results of the Company’s Annual GMS, as well as the Company’s performance and business development plans.
There are no restrictions that limit the rights of public shareholders to receive dividends. The schedule, amount, and type of dividend payment will follow the recommendations of the Board of Directors; however, there is no certainty that the Company will distribute dividends in every accounting period. The decision to pay dividends will depend on management approval, based on considerations of several factors, including:
- The Company’s revenue and cash flow availability;
- The Company’s financial projections and working capital requirements;
- The Company’s business prospects;
- Capital expenditure and other investment plans;
- Investment plans and other growth drivers.
The determination of the amount and payment of dividends on such shares will depend on the recommendation of the Company’s Board of Directors, considering factors such as retained earnings, financial condition, liquidity, future business prospects, and cash requirements. Dividends will be paid in Rupiah (IDR). Shareholders on the recording date will be entitled to the full dividend amount, subject to the prevailing income tax regulations in Indonesia. Dividends received by foreign shareholders (outside Indonesia) will be subject to a 20% (twenty percent) income tax (in accordance with current tax regulations).
The Company’s dividend payment history is as follows:
| Year | Payment Date | Total Cash Dividend (IDR) |
|---|---|---|
| 2020 | December 22, 2021 | IDR 7,756,019,581 |
| 2021 | December 12, 2022 | IDR 7,466,913,118 |
| 2023 | December 21, 2023 | IDR 20,500,000,000 |
The Company’s dividend policy is a statement of current intent and is not legally binding, as such policy is subject to changes in Shareholder approval at the GMS.
Whistleblowing System
Protection for Whistleblowers
The Company is committed to providing protection to whistleblowers to foster a sense of security and encourage them to report violations. Protection for whistleblowers is provided in the following forms:
- Protection of the whistleblower’s identity confidentiality, including name, telephone number, or any information that can be used to contact the whistleblower.
- Protection against retaliation from the reported party or other interested parties.
- Protection from pressure, safeguarding of employee rights, protection against legal lawsuits, and protection of property and physical safety.
Submission of Violation Reports
Whistleblowers may submit violation reports to the Company’s management via the following email address:
- Reporting Email: [email protected]
Handling of Complaints
The Company guarantees that all incoming violation reports will be promptly followed up by the relevant parties. Repeated and systemic violations will be reported to the relevant officials who have the authority to implement corrective actions.
Complaint Management Party
The Company’s whistleblowing system is managed by the Internal Audit Unit under the direct supervision of and reporting to the Board of Directors. This unit periodically reviews every incoming report for further action.
Results of Complaint Handling
The implementation of the whistleblowing policy is considered an effective method for disclosing occurrences of fraud. Once a complaint is received, the report will be investigated by the internal audit team regarding the potential elements of violations or fraud.
During 2022, the Company did not receive any complaints or violation reports from employees or other parties.
Overview
Shareholding Structure
Capital Market Supporting Professionals
Download
2022 ANNUAL REPORT
2023 ANNUAL REPORT
2024 ANNUAL REPORT
The Ownership & Capital Market Information section provides transparent disclosure on the Company’s shareholding structure and the supporting professionals appointed in accordance with capital market regulations.
This information is presented to ensure clarity regarding ownership composition, regulatory compliance, and the institutions that support the Company’s activities in the capital market.
Shareholding Structure
| Year | Payment Date | Total Cash Dividend (IDR) |
|---|---|---|
| 2020 | December 22, 2021 | IDR 7,756,019,581 |
| 2021 | December 12, 2022 | IDR 7,466,913,118 |
| 2023 | December 21, 2023 | IDR 20,500,000,000 |
Capital Market Supporting Professionals
Capital Market Supporting Institutions and Professionals involved in this Initial Public Offering are as follows:
Public Accountant
Public Accounting Firm Paul Hadiwinata, Hidajat, Arsono, Retno, Pallilingan & Partners
(member firm of PKF International Limited)
UOB Plaza 42nd Floor
Jl. M.H. Thamrin Lot 8–10
Central Jakarta, 10230, Indonesia
Partner Name: Akhyadi Wadisono
STTD : STTD.AP-48/PM/PM.22/2018
Appointment Letter : No. 6745.1/EXT-MUTU/XI/2022 dated 30 December 2022
Work Guidelines : Public Accountant Professional Standards
Main Duties
Conduct audits based on auditing standards established by the Indonesian Institute of Certified Public Accountants (IAPI). These standards require Public Accountants to plan and perform audits to obtain reasonable assurance that the financial statements are free from material misstatement. Responsible for issuing the audit opinion on the audited financial statements. The duties of the Public Accountant include examination based on testing of supporting evidence in the disclosure of financial statements.
Legal Consultant
Nurhadian Kartohadiprodjo Noorachyo (NKN Legal)
Dea Tower II, 9th Floor – Mega Kuningan Area
Jl. Mega Kuningan Barat Kav. E4.3
South Jakarta, 12950
Partner Name : Dudi Sudiotomo Kartohadiprodjo, S.H.
STTD : STTD.KH-94/PJ-1/PM.02/2023 on behalf of Dudi Sudiotomo Kartohadiprodjo, S.H., dated 15 May 2023
HKHPM Membership No : 200135 valid until 31 July 2025
Partner Name : Chandra Bima Prakasa, S.H.
STTD : STTD.KH-81/PJ-1/PM.02/2023 on behalf of Chandra Bima Prakasa, S.H., dated 15 May 2023
HKHPM Membership No : 202127 valid until 31 July 2025
Appointment Letter : No. 1519.1/EXT-MUTU/XI/2022 dated 25 November 2022
Work Guidelines
Professional Standards of the Association of Capital Market Legal Consultants (HKHPM) issued under HKHPM Decree No. KEP.01/HKHPM/2005 dated 18 February 2005,
as amended several times, most recently amended by HKHPM Decree No. Kep.03/HKHPM/XI/2021 dated 10 November 2021
Main Duties
Conduct examination and assessment of legal aspects to the best of their abilities based on data and information provided by the Issuer, as well as other reviews related to relevant legal aspects, including but not limited to legal review of all documents submitted by the Issuer from a legal perspective as included in the Legal Due Diligence Report, and provide legal opinions on relevant legal aspects independently and professionally in accordance with the duties and functions of a Legal Consultant as described above.
Notary
Dhyah Madya Ruth S.N., S.H., M.Kn
Kota Wisata Cibubur, Georgia
Jl. Raya Kota Wisata Blok TA I No.2, RT. 001, RW. 037
Ciangsana Village, Gunung Putri District
Bogor Regency, West Java Province 16968
STTD : STTD.N-68/PJ-1/PM.02/2023
Valid from 26 March 2023 to 26 March 2028
Issued on 29 March 2023
Association Membership : Indonesian Notary Association
Membership No : 0874919761129
Appointment Letter : No. 1804.84/EXT-MUTU/XI/2025 dated 14 November 2025
Work Guidelines
Law No. 30 of 2004 concerning the Notary Profession as last amended by Law No. 2 of 2014 regarding Amendments to Law No. 30 of 2004
Main Duties
Drafting deeds related to the conduct of General Meetings of Shareholders (GMS) and amendments to the Company’s Articles of Association, including but not limited to the Deed of GMS Minutes and the Deed of Meeting Resolutions, in accordance with professional regulations, the Notary Code of Ethics,
and laws and regulations in the Capital Market sector.
Securities Administration Bureau
PT Adimitra Jasa Korporasi
Kirana Boutique Office Blok F3 No. 5
Jl. Kirana Avenue III, Kelapa Gading
North Jakarta – 14240
Appointment Letter : No. 1799.1/EXT-MUTU/III/2023 dated 6 March 2023
Work Guidelines
Decree of the Board of Commissioners Member No. KEP-41/D.04/2014 dated 19 September 2014
regarding the Granting of Business License as a Securities Administration Bureau to PT Adimitra Jasa Korporasi
Main Duties
The duties and responsibilities of the Securities Administration Bureau in this Public Offering,
in accordance with applicable Professional Standards and Capital Market Regulations are to administer share subscriptions in accordance with specific provisions particularly related to the implementation of OJK Regulation No. 41 of 2020.
