Implementation of Corporate Governance

Penerapan prinsip Tata Kelola Perusahaan di Perseroan berlandaskan pada :

• Undang-Undang Republik Indonesia No. 40 Tahun 2007 tentang Perseroan Terbatas;
• Undang-Undang Republik Indonesia No. 8 Tahun 1995 tentang Pasar Modal. Peraturan Otoritas Jasa Keuangan Nomor 21 /POJK.04/2015 tentang Penerapan Pedoman Tata Kelola Perusahaan Terbuka;
• Peraturan Otoritas Jasa Keuangan Nomor 32/POJK.04/2014 tentang Rencana dan Penyelenggaraan RapatUmum Pemegang Saham Perusahaan Terbuka;
• Peraturan Otoritas Jasa Keuangan Nomor 33/POJK.04/2014 tentang Direksi dan Dewan Komisaris Emiten dan Perusahaan Publik;
• Pedoman Umum GCG Indonesia, dikeluarkan oleh Komite Nasional Kebijakan Governance; Roadmap Tata Kelola Perusahaan Indonesia yang dikeluarkan oleh Otoritas Jasa Keuangan.

PT Intraco Penta Tbk (Parent Company or Entity) was established based on Deed No. 13 dated 10 May 1975 from Milly Karmila Sareal, S.H., notary in Jakarta. This deed of establishment was approved by the Minister of Justice of the Republic of Indonesia in Decree No. Y.A.5/199/15 dated 10 June 1975 and published in the State Gazette of the Republic of Indonesia No. 38 dated 11 May 1993, Supplement No. 2084.

The Company's Articles of Association have undergone several changes, most recently with Deed No. 55 dated 23 June 2023 from Rini Yulianti, S.H., notary in East Jakarta, regarding Amendments to Article 3 of the Company's Articles of Association in the context of adjustments to the 2020 Standard Classification of Indonesian Business Fields and Amendments to Article 21 paragraph 9 of the Articles of Association in accordance with Financial Services Authority Regulation Number 14/ POJK.04/2022 concerning Submission of Periodic Financial Reports for Issuers or Public Companies. These changes have received Notification of Amendments to the Articles of Association by the Ministry of Law and Human Rights of the Republic of Indonesia with letter No. AHU-AH.01.03-0090449 dated July 12, 2023.

Based on the results of the Extraordinary GMS on 29 July 2022, the composition of INTA's Board of Commissioners is as follows:

Main Commissioner: Leny Halim
Independent Commissioner: Jugi Prajogio

Management Function

• The Board of Directors shall formulate the vision, mission, and values of the company as well as the short and long term program of the company to be discussed and approved by the Board of Commissioners or GMS in accordance with the AoA.
• The Board of Directors shall be able to manage resources of the company effectively and efficiently.
• The Board of Directors shall consider the interest of the stakeholders properly.
• The Board of Directors shall have work rules and guidelines set out in a charter to ensure that its duties can be executed in an objective and effective manner.
• The charter can also be used as one of the tools for appraising performance.

Risk Management

• The Board of Directors shall establish and implement a sound risk management within the company covering all aspects of the company???s activities.
• To ensure proper implementation of the risk management, the company shall have a work unit or a person in charge for such function.

Internal Control

• The Board of Directors shall establish and maintain a sound internal control system to safeguard company???s assets and performance and its compliance with laws and regulations.
• The internal audit function or unit shall to assist the Board of Directors in ensuring the attainment of objectives and business sustainability by: (i) evaluating the implementation of the company???s program. (ii) providing recommendations to improve the effectiveness of the risk management process. (iii) evaluating the company???s compliance with company???s regulations, implementation of GCG and the laws and regulations. and (iv) facilitating sound coordination with external auditor.
• The internal audit unit or the head of an internal audit function shall be responsible to the President Director or to the Director in charge for the internal audit function.
• The internal audit unit has a functional relation with the Board of Commissioners through the Audit Committee.

Public Relations

• The Board of Directors shall ensure the existence of a sound communication between the company and its stakeholders.

Social Responsibility

• In preserving the company???s sustainability, the Board of Directors shall be able to ensure the fulfillment of the company???s social responsibility.
• The Board of Directors shall have a clear and focused written planning in meeting the company???s social responsibility.

All members of the Audit Committee have fulfilled the required independence and integrity criteria. Audit Committee members do not have financial, management, share ownership, and / or family relationships with other members of the Board of Commissioners, Directors and / or Controlling Shareholders or relationships with the Company, which can affect their ability to act independently.

The Nomination and Remuneration Committee is responsible to the Board of Commissioners to assist the implementation of the duties and responsibilities of the Board of Commissioners in relation to providing recommendations on the nomination and remuneration from members of the Board of Commissioners, Directors, and other Committee Members at the Board of Commissioners level as well as the remuneration framework for Executive Officers and Employees as a whole. overall in accordance with the framework of Good Corporate Governance (GCG) with reference to the Financial Services Authority Regulation Number 34 / POJK.04 / 2014 dated December 8, 2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies. The Nomination and Remuneration Committee was formed based on the Decree of the Board of Commissioners No.001 / SKDK / INTA / IV / 2017 concerning the Appointment of the Nomination and Remuneration Committee with membership.

The Corporate Social Responsibility Committee is formed with the purpose of assisting the Board of Commissioners in carrying out its duties and responsibilities  related to INTA’s vision and strategic planning to develop local economy in accordance with GCG principles. This committee was formed based on Board of Commissioner decree no 003/SKDK/INTA/IV/2017.

The Risk Management Committee was formed based on the Decree of the Board of Commissioners No.002 / SKDK / INTA / IV / 2017 regarding the Appointment of the Risk Management Committee with membership, as follows:

A brief description of the implementation of the Risk Management committee activities is as follows:

• Develop a Corporate Risk Management Framework Policy.
• Develop Enterprise Risk Management Evaluation Standards.
• Proposes the establishment of a Risk Management Unit below the Board of Directors level.
• Proposes the preparation of policies relating to Credit and Collection Process Management.
• Discuss Risk Allocation and Risk Mitigation Strategies for several Businesses / Projects in the Company.

PT Intraco Penta, Tbk has a Corporate Secretary who acts as a liaison between the Company and investors, capital market players, regulators as well as observers and the wider community. The Corporate Secretary facilitates effective communication and ensures the availability of information to various parties and acts as the main liaison between the Company, the Financial Services Authority, the Indonesian Stock Exchange and the public.

The position of Corporate Secretary is currently held by Astri Duhita Sari based on the Decree of the Directors of PT Intraco Penta Tbk No. 029/CORPSEC-INTA/VII/2020.

SKD file: 029/CORPSEC-INTA/VII/2020

Duties of the Corporate Secretary:

• Manage information related to company policies and activities to the company internally.
  Manage the flow of information from and to the media, investors, shareholders and other stakeholders.
• organize and coordinate the implementation of meetings of the Board of Commissioners, Directors and Committees as well as document the results of meetings and coordinate the results of these meetings with the relevant divisions.
• store and manage documents (Corporate Records) related to corporate documents (correspondence and archives).
• Convey information disclosure to regulators and shareholders in accordance with applicable regulations.
• Submit periodic or incidental reports in the context of Company compliance as
  public company.
• Coordinating the implementation of the 2017 Annual General Meeting of Shareholders (AGMS) and Extraordinary General Meeting of Shareholders (EGMS).
• Coordinate the implementation of corporate activities, both internal and external activities.
• Carry out all aspects of information disclosure or company communications, both internal and external to the company.

All communications with external parties are coordinated under the Corporate Secretary Unit and assisted by a team of media and investor relations. Submission of Information to the Indonesia Stock Exchange (IDX). INTA provides lines and communication facilities with External parties through:

1. Address for correspondence
2. Telephone
3. Custom email (excluding marketing and customer service emails)
4. Site

Internal Control System

INTA, as a public company listed on the Indonesia Stock Exchange, has an Internal Control System which is a control mechanism established by the Directors with the approval of the Board of Commissioners on an ongoing basis in order to achieve company goals.

Conformity of the COSO Internal Control System - Internal Control Framework

For the above purposes INTA has adopted the principle of Internal Control based on the COSO Model with 5 (five) components that must be controlled, including Environmental Monitoring, Risk Assessment, Information Communication and Monitoring and Activity Monitoring.

Role

• Increase the value of the Company by providing insurance services and consulting services independently and objectively.
• Use a systematic approach in evaluating and improving the effectiveness of risk management, control and corporate governance.
  Internal Audit Unit assignments and activities have been carried out in accordance with International Standards for Professional Practice in Internal Audit and the Code of Ethics issued by the Institute of Internal Auditors (IIA).

The Internal Audit Unit is responsible directly to the President Director and the Audit Committee.

The position of Head of the Internal Audit Unit in 2019 was held by Ivan Sondang Agustinus Lingga.

Code of ethics and behavior is a set of commitments consisting of INTA's business ethics and the work ethics of INTA's people. The implementation of guidelines and behaviors is aimed at enabling the Company to achieve the vision and mission that have been prepared together. In addition, ethical and behavioral guidelines aim to enable the Company to achieve performance results that are consistent and in accordance with INTA's culture. The continuous implementation of the code of conduct ultimately shapes the corporate culture that is formulated as CINTA, namely Collaborative, Innovative, Network, Trustworthy, and Assurance.

The basic principles of GCG applied by INTA are summarized in TARIF, namely Transparency, Accountability, Responsibility, Independence and Fairness. The organ which has the highest authority and authority at INTA is the General Meeting of Shareholders (GMS). This organ is the main forum for shareholders to exercise their rights and authority over the company's management.

The main duties and responsibilities of the Board of Commissioners are to supervise the Board of Directors in carrying out their duties in accordance with the resolutions of the GMS and the applicable rules. The Board of Commissioners also functions to provide input and consideration regarding policies that need to be taken by the Board of Directors for the benefit of the Company.

The Board of Directors is fully responsible for carrying out operational business development and risk management activities of the Company. This responsibility is carried out professionally to improve the Company's performance so that it can achieve the Company's goals, which is to provide added value for all stakeholders.

The Audit Committee Charter is regulated by the Board of Commissioners as a guideline for the Audit Committee in carrying out its roles and responsibilities in a transparent, accountable, competent and independent manner with the aim of being led, managed and carried out in accordance with applicable laws and regulations.

The Risk Management Committee has the duty and responsibility of assisting the Board of Commissioners in providing professional and independent opinions. This opinion aims to ensure that the Directors implement Company Risk Management properly.

The implementation of the duties and responsibilities of the Risk Management Committee includes:

• Manage the Company's credit risk
• Manage market risk
• Manage interest rate structure risks
• Manage investment risk
• Manage liquidity risk
• Manage risk mode

In order to increase the effectiveness of the implementation of the internal control system and Good Corporate Governance, the Company makes clear, easy to understand and easy to implement guidelines for the Whistlelowing System by emphasizing disclosure of complaints by all employees (internal parties) and parties external to acts of fraud, violations of the law, Company regulations, code of ethics, and conflicts of interest that occur in the Company.

Reporting Conditions:

Complaints by internal and external parties must be based on good faith and not based on personal complaints or prejudice / slander.

Deviations or violations committed by Internal Parties or External Parties that can be reported to the Whistleblowing System include:

• Deviations from the Company's regulations and applicable laws.
• Misuse of office for other interests outside the Company (disclosure of confidential Company information to the media or parties outside the Company).
• Code violations (universal basic principles of right and wrong, knowing what is right and doing the right thing).
• Extortion
• Theft (misappropriation and embezzlement of Company Assets).
• Fraud (corporate product sabotage, falsification of financial records, sales, production, inventory, accounting engineering, etc.).
• Conflict of interest.
• Gratuity / Corruption (accepting bribes, price mark-ups or excessive entertainment from suppliers and customers).
• Acts of violence (threats, discrimination and sexual harassment).
• Environmental Violation.
• Other violations that harm the Company.

INTA has implemented the Corporate Communication Policy in order to increase added value for shareholders or investors to support the principle of disclosure and equality of information for all shareholders and investors in accordance with the Financial Services Authority Circular Letter No. 32 / SEOJK.04 / 2015 Concerning Guidelines for Public Corporate Governance Regarding the Relationship of Open Companies with Shareholders in Guaranteeing Shareholder Rights and Information Openness.

The Company's Communication Policy aims to provide fair and timely information to shareholders and investors so that they can evaluate the Company's financial and operational performance.

The Board of Commissioners has developed a self-assessment policy to assess the performance of the Board of Commissioners. Self-assessment is done by each member to assess collegial performance. The purpose of this self-assessment is to encourage the contribution of each member of the Board of Commissioners in order to improve performance in the next period.

In addition, as a public company, PT Intraco Penta Tbk carries out an assessment of the Directors' performance in accordance with predetermined procedures. The party evaluating the performance of the Board of Directors is the Board of Commissioners which is then approved by the shareholders.

INTA has an internal control system which is a control mechanism established by the Directors with the approval of the Board of Commissioners on an ongoing basis. This internal control system aims to enable the Company to achieve the stated goals.

WBS Softcopy Complaint Form ( Click Here )

The corporate secretary can be contacted at Email: corpsec@intracopenta.com

Link File : Result of AGMS

Link File : Announcement Of AGMS

Link File : Notice of AGMS

• File 05 D INTA - Panggilan RUPST - 07 Agustus 2020
• File 07 A INTA - FORM PERTANYAAN RUPST
• File 08 A INTA - Surat Kuasa Pemegang Saham RUPST - Individu
• File 09 A INTA - Surat Kuasa Pemegang Saham RUPST Independen (BAE)
• File 036 Bukti Iklan Pemanggilan RUPST INTA

Link File : Result of AGMS (Risalah)