Governance

The Board of Directors is the Company’s organ that has collective duties and responsibilities for managing the Company and implementing GCG at all levels or grades of the organization. The Board of Directors is fully responsible for managing for the company for the Company's interests and objectives in accordance with the provisions of the articles of association.

Legal Basis

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

Board of Directors Charter
The Board of Directors Charter is a reference for the Board of Directors in performing its functions, duties, and responsibilities. In 2022, the Company updated the Board of Directors Charter which was ratified based on Decision Letter No. 013/Kpts/Dir/ITP/XI/2022 dated 29 November 2022.

Broadly speaking, the contents of the Board of Directors 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 Dimissal
   e.  Term of Office
   f.   Orientation Program
3. DUTIES, RESPONSIBILITIES, AND AUTHORITY
  a. Duties and Responsibilities
  b. Authority
  c. Limitation of Authority
  d. Delegation of Authority
  e. Duties Division
4. MEETINGS, TRAININGS, PERFORMANCE ASSESSMENT, AND ACCOUNTABILITY
   a.  Meeting
   b. Training and Competence Development
   c.  Performance Assessment
   d.  Accountability
5. REMUNERATION
6. BOARD OF DIRECTORS' SUPPORTING COMMITTEES AND UNITS
   a. Safety Committee
   b. Ethics Committee
   c. Environment, Sustainability, and Governance Committee
   d. Corporate Secretary
   e. Internal Audit
 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