Governance Structure and Mechanism

Good Corporate Governance Structure

Pursuant to Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Company, the corporate governance structure is broadly outlined in the Company’s main organs, which are the General Meeting of Shareholders (GMS), Board of Commissioners, and Board of Directors. As stated in the Company's Articles of Association and applicable laws and regulations, each organ has an important role in implementing GCG and executing its functions, duties, and responsibilities for the Company’s interest.

GCG is applied systematically and continuously so that the GCG principles become references in Indocement’s daily activities. In managing the Company, the Board of Directors is supported by an effective management structure and supporting organs consisting of the Corporate Secretary, Internal Audit, and Safety Committee. In performing monitoring functions, the Board of Commissioners is supported by its supporting organs such as Audit Committee and Nomination and Remuneration Committee.

Each organ performs its duties, functions, and responsibilities independently for the Company’s interest in accordance with the laws and regulations, the Company's Articles of Association, and other applicable provisions.

The Company's Governance Structure is shown as follows:

Mechanism of Good Corporate Governance

To ensure seamless implementation of GCG principles and achieve the pre-determined goals, the Company has formulated sound corporate principles and generally accepted business ethics, which are commonly called as “GCG soft structures”. GCG soft structure is updated from time to time according to the needs and the development of the applicable laws and regulations. Until 2022, GCG soft structure of the Company is as follows:

No. Soft Structure First Issued Last Updated
1 Core Value ASIST 12 October 2000 13 May 2022
2 Leadership Elements 12 October 2000 13 May 2022
3 Audit Committee Charter 6 December 2001 6 December 2013
4 Indocement Code of Conduct 30 May 2006 10 March 2021
5 Internal Audit Charter 21 August 2008 10 May 2016
6 Board of Directores and Board of Commissioners Charter 4 December 2015 29 November 2022
7 Code of Ethics of Board of Directors and Board of Commisioners 4 December 2015 Combines with Board of
Commissioners Charter and
Board of Directors Charter
8 Nomination and Remuneration Committee Charter 4 December 2015 -
9 Vendor Code of Conduct 1 August 2017 Oktober 2022
10 Communication Guidelines for Shareholders and Investors 5 December 2017 -
11 Compliance Policy Program and Implementaion of Good Corporate Governance 31 August 2021 -
12 ESG Committee Charter 30 November 2021 -
13 HeidelbergCement Code of Business Conduct 1 October 2007 January 2021
14 Anti-Corruption Guideline of HeidelbergCement Group 1 October 2007 January 2021
15 Group Compliance Policy 1 October 2007 May 2021
16 Whistleblowing System 1 October 2007 April 2020
17 Group Competition Law Guideline 26 June 2008 February 2021
18 Group Supplier Code of Conduct February 2011 January 2022
19 Trade Sanction Policy 19 November 2014 April 2020
20 Human Right Policy 7 December 2017 April 2020
21 Group Anti-Money Laundering Policy 26 November 2018 April 2020
22 Policy for Electronic Signature Februari 2021 -