CORPORATE GOVERNANCE PRINCIPLE

To ensure that the principles of Good Governance (GCG) are owned and implemented by the Company, in addition to the main organs, the Company is also supported by other organs in order to maintain transparency and accountability. The Company is committed to implement GCG with the basic principles of fairness, transparency, responsibility, obligation and independence so that the Company can make wise decisions and has considered risks in its business activities to be able to produce appropriate products for customers, provide employment opportunities and equality for employees. and ultimately provide high added value for shareholders.

MAIN ORGAN

Main Organ 1

The General Meeting of Shareholders, the highest decision-making forum.

Main Organ 2

The Board of Commissioners, the main oversight body overseeing Company management.

Main Organ 3

The Board of Directors, the management of the Company.

SUPPORTING ORGAN

To exercise and comply with Good Corporate Governance principle, above main organs are supported with a number of Committees, namely Audit Committe, Nomination and Remuneration Committe, Internal Audit and Corporate Secretary.

Governance & Organization Structure

General Meeting of Shareholders (GMS)

The Company is required to hold a GMS, which has the highest position in the governance structure and decision-making, based on Law no. 40 of 2007 concerning Limited Liability Companies and the regulation of the Financial Services Authority Number 15/POJK.04/2020 concerning the Planning and Organizing of the General Meeting of Shareholders of a Public Company.

Board of Commissioner

The Company appoints members of the Company’s Board of Commissioners based on OJK Regulation No. 33/POJK.04/2014 dated 8 December 2014 concerning the Board of Directors and Board of Commissioners of Issuers and Public Companies. September 11, 2023, the composition of the Company’s Board of Com- missioners is as follows:

Name

Positition

Appointment Deed

Terms of Office

Theresia Indra Wirawan

Michelle Evangeline Hanafi

David Halim

Presiden Komisaris

Komisaris

Komisaris Independen

Akta No. 17 /2023

Akta No. 17 /2023

Akta No. 17 /2023

2023-2025

2023-2025

2023-2025

Deed No. 17/2023: Deed of Decision of the Shareholders of PT Falmaco Nonwoven Industri Number 17 dated September 11, 2023 made before Mayasari Soegiharto, S.H., Notary in Bandung.

  Duties and Responsibility

The Board of Commissioners has the duty to supervise the implementation of the Company’s strategy and also overseeing the Board of Directors to ensure the implementation of transparency and accountability in the management of the Company. The Independent Commissioner is primarily responsible for encouraging the implementation of the principles of good corporate governance in the Company. In carrying out their duties, the Independent Commissioner will proactively seek for the Board of Commissioners to effectively supervise and provide advice to the Board of Directors so as to improve the Company’s performance, take appropriate risks and take into account the Company’s business objectives in generating profits for shareholders and ensuring transparency and balanced disclosure in the Company’s financial statements.

 

BOARD OF DIRETORS

The Company appoints members of the Company’s Board of Directors in accordance with the OJK Regulation No. 33/ POJK.04/2014 dated December 8, 2014 on the Board of Directors and Board of Commissioners of the Issuer and Publicly Listed Company. In 2020, the composition of the Company’s Board of Directors are as follows:

Name

Positition

Appointment Deed

Terms of Office

Daniel Muljadi Hanafi

Freddy Hanafi

Direktur Utama

Direktur

Akta No. 17 /2023

Akta No. 17 /2023

2023-2025

2023-2025

  Duties and Responsibility

The Board of Directors functions to control the course of all of the Company’s business activities so as to be able to achieve goals effectively and efficiently. The President Director carries out the function of coordinating with other directors and as the final determinant of the strategies and policies that will be taken by the Company. Meanwhile, other Directors of the Company has responsibilities in accordance with the main duties and functions in accordance to their possition, submits reports and coordinates with the President Director, so that the implementation of all aspects runs in harmony.

 

PERFORMANCE APPRAISAL POLICY FOR MEMBERS OF THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS

CHAIRMAN

Tsun Tien Wen Lie

MEMBER

Theresia Indra Wirawan
Yuni Sugiharto

The Company has established a Nomination and Remuneration Committee in accordance with OJK Regulation No. 34/ POJK.04/2014 and based on the Decree of the Company’s Board of Commissioners No. 197/KLR/Per-HDS/NOV/2020 dated November 16, 2020 with a term of office that is until the end of the term of office of the current Board of Commissioners. The Nomination and Remuneration Committee will establish policy guidelines for evaluating the performance of members of the Board of Directors and Board of Commissioners. Following is the members:

REMUNERATION

In 2020, the total remuneration received by the Board of Commissioners and Board of Directors of the Company was Rp875 million.

Audit Committee

The company has complied with OJK regulations no. 55/ POJK.04/2015 concerning the Establishment and Guidelines for the Work Implementation of the Audit Committee, by establishing and appointing the Audit Committee. 006-Kom/I/FNI-TBK/2024 on  January 29, 2024. The composition of the Audit Committee is as follows :

CHAIRMAN
Tsun Tien Wen Lie
MEMBER
Riska Dwiana Adhawati
Annisa Ramadhani

 Audit Committee Independency

All members of the Audit Committee that was formed by the Company have fulfilled the criteria of independence, expertise, experience, and integrity as well as comply with the IDX Regulation No. I-A and OJK Regulation No. 55/POJK.04/2015 dated December 23, 2015 on the Establishment and Work Implementation Guideline for the Audit Committee. Members of the Audit Committee are independent parties who are not affiliated with the Company, therefore met the independence requirements.

 Duties And Responsibility

The duties, authorities and responsibilities of the Audit Committee as stated in the Audit Committee Charter dated December 29, 2020 are in accordance with the duties, authorities and responsibilities of the Audit Committee as stated in POJK No. 55 which regulates the following matters:

  1. Review the financial information issued by the Company such as the financial statement, projection, and other reports related with the Company’s financial information
  2. Review the Company’s compliance towards rules and regulations that is relevant with the Company’s activities
  3. Provide an independent opinion in the event difference of opinion arise from the management and accountants over the services rendered
  4. Provide recommendations to the Board of Commissioners regarding the appointment of an Accountant that is based on independence, scope of work of the appointment and fee;
  5. Review the internal auditor’s work and oversee the implementation of the follow up by the Board of Directors over the internal auditor’s findings
  6. Review the implementation of risk management activities carried out by the Board of Directors
  7. Review complaints related with the accounting process and reports of the Company’s finances
  8. Review and provide suggestions to the Board of Commissioners related to findings of potential conflicts of interest within the Company, as well as
  9. Maintain confidentiality of Corporate documents, data and information.

Authority of the Audit Committee

  1. Access the Company’s documents, data, and information regarding the necessary employees, funds, assets, and company resources
  2. Communicate directly with employees, including the Board of Directors and those who carry out the functions of internal audit, risk management, and accountants regarding the duties and responsibilities of the Audit Committee
  3. Involving independent parties other than members of the Audit Committee as needed to assist in carrying out their duties (if needed) and
  4. Perform other authorities given by the Board of Commissioners.

Corporate Secretary

The Company has appointed and appointed Nindya Puspitayani as Corporate Secretary based on the Decree of the Company’s Board of Directors No. 025/FNI-TBK/III/2021 dated March 25, 2021.

Nindya Puspitayani

 Duties and Responsibility

Based on the Financial Services Authority Regulation No. 35/ POJK.04/2014 The Corporate Secretary has the following duties and responsibilities, including:

  1. Following the development of the capital market, in particular the regulations in force in the capital market.
  2. Provide services for any information needed by investors related to the condition of the Company.
  3. Provide input to the Board of Directors of the Company to comply with the provisions of law no. 8 of 1995 concerning the capital market and its implementing regulations.
  4. As a liaison or contact person between the Company and the Financial Services Authority (OJK) and the public.

Internal Audit Unit

To comply with POJK No. 56/POJK.04/2015, the Company has formed an Internal Audit, headed by Giwa Tresiara, who was appointed based on the Decree of the Company’s Board of Directors No. 015/III/FNI-TBK/2023 on 01 April 2022.

Chief Of Internal Audit Unit

Internal Audit prepares and carries out an annual internal audit as well as other matters relating to financial statements and internal control in accordance with its duties and responsibilities.

Duties and Responsibility

  1. Develop and implement an annual internal audit plan
  2. Test and evaluate the implementation of internal controls and risk management systems in accordance with Company policies
  3. Conducting checks and evaluations on efficiency and effectiveness in the fields of finance, accounting, operations, human resources, marketing, information technology and other activities
  4. Provide suggestions for improvements and objective information about the activities examined at all levels of management
  5. Make an audit report and submit the report to the President Director and Board of Commissioners
  6. Monitor, analyze and report on the implementation of suggested improvements
  7. Cooperating with the Audit Committee
  8. Develop a program to evaluate the quality of internal audit activities that it does and
  9. Conduct special checks that is relevant with the scope of work of the audit if needed

Risk Management System

In order to manage the Company’s business risks, while having independent function to carry out good corporate governance practices, the Company also has a supervisory function in the financial, legal and operational aspects carried out by audit com- mittee and internal audit.