Legal Basis & BOD's Guidelines

The Board of Directors is a corporate organ collectively responsible for managing the Company and implementing Good Corporate Governance (GCG) at all organizational levels. The Board of Directors is fully accountable for managing the Company in the interest of the Company and in accordance with the Company’s 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 Directors 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 serves as a guideline for the Board in carrying out its functions, duties, and responsibilities. In 2022, the Charter was updated and ratified under Decision Letter No. 013/Kpts/Dir/ITP/XI/2022 dated 29 November 2022.

Summary of the Board of Directors Charter

1. Introduction
   • Background
   • Vision, Mission, and Purpose of Indocement
   • Corporate Values
   • Indocement Leadership Style
   • Legal Basis
2. Organization
   • Organizational Structure
   • Requirements
   • Membership Nomination
   • Appointment, Resignation, and Dismissal
   • Term of Office
   • Orientation Program
3. Duties, Responsibilities, and Authority
   • Duties and Responsibilities
   • Authority
   • Limitation of Authority
   • Delegation of Authority
   • Duties Division
4. Meetings, Trainings, Performance Assessment, and Accountability
   • Meetings
   • Training and Competence Development
   • Performance Assessment
   • Accountability
5. Remuneration
6. Supporting Committees and Units
   • Safety Committee
   • Ethics Committee
   • Environment, Sustainability, and Governance Committee
   • Corporate Secretary
   • Internal Audit
7. Code of Conduct
   • Compliance with applicable laws
   • Compliance with Indocement's Code of Conduct
   • Avoiding Conflict of Interest
   • Diversity, Fairness, and Respect
   • Handling of Company Property, Records, and Information
   • Occupational Health and Safety Management
8. Working Relationships between Board of Directors and Board of Commissioners
9. Closing Statement