Board of Directors' Members

Organization and Membership

In compliance with POJK No. 33/POJK.04/2014, it is stipulated that:

1. The Board of Directors must consist of at least two members;
2. One member shall be appointed as President Director.

As of 2024, Indocement’s Board of Directors consists of seven members: 1 President Director, 1 Vice President Director, and 5 Directors.

The Board Charter stipulates that members of the Board of Directors may be Indonesian or foreign nationals, provided they meet the requirements set forth in the Board Charter and other prevailing regulations.

Board of Directors’ Requirements

General criteria for members of Indocement’s Board of Directors include the following:

1. Possess good character, morals, and integrity;
2. Legally competent to perform legal actions;
3. Within five years prior to appointment and during their term:
   • Has never been declared bankrupt;
   • Has never served as a Director or Commissioner found guilty of causing a company’s bankruptcy;
   • Has never been convicted of a criminal offense causing financial loss to the state and/or related to the financial sector;
   • Has never served as a Director or Commissioner who:
     • Failed to convene an Annual General Meeting of Shareholders (GMS);
     • Whose accountability was rejected by the GMS or failed to submit such accountability;
     • Caused a company to fail in submitting annual and/or financial reports to the Financial Services Authority (OJK).
4. Commitment to comply with prevailing laws and regulations;
5. Possess the required knowledge, experience, and/or expertise in fields relevant to the Company’s needs.

Appointment, Dismissal, Resignation, and Term of Service

Appointments, terminations, and replacements of Board of Directors’ members must be proposed and approved by the GMS, taking into account recommendations from the Board of Commissioners and the Nomination and Remuneration Committee. The Board of Directors serves a term of three years or until the conclusion of the third Annual GMS after the date of appointment, unless otherwise resolved by the GMS before the term expires.

Termination of Service

A Director’s term of service shall end due to:

1. Resignation;
2. Death;
3. Expiration of term;
4. Dismissal by the GMS;
5. Failure to meet the requirements under applicable laws and regulations.

A Director may resign prior to the end of their term by submitting a written resignation to the Company. The Company must hold a GMS within 90 days of receiving the resignation to decide on the matter.

The GMS may appoint a new member of the Board of Directors to replace one who has been dismissed, resigned, passed away, or otherwise no longer qualifies under the prevailing regulations.

Structure, Number, and Composition

The structure and number of the Board of Directors are determined by the GMS, with consideration of the Company’s vision, mission, and strategic plans, to ensure effective, timely, and independent decision-making.

Profiles of the Board of Directors are available under the Company > Management section.