Corporate governance

PT Gunanusa Eramandiri Tbk

Responsibilities and Duties of Commissioners

  1. The Board of Commissioners supervises management policies, the course of management in general, both regarding the Company and the Company's business, and provides advice to the Board of Directors. The Board of Commissioners is obliged to carry out its duties and responsibilities in good faith, with full responsibility and prudence.

  2. Under certain conditions, the Board of Commissioners is obliged to hold an Annual GMS and other GMS in accordance with its authority as regulated in statutory regulations and the Articles of Association.

  3. The Board of Commissioners at any time during working hours of the Company's office has the right to enter buildings and grounds or other places used or controlled by the Company and has the right to examine all books of accounts, letters and other evidence, check and check the condition of cash and other things and has the right to know all actions that have been carried out by the Board of Directors.

  4. In carrying out its duties, the Board of Commissioners has the right to obtain explanations from the Board of Directors or each member of the Board of Directors regarding all matters required by the Board of Commissioners.

  5. In order to support the effective implementation of the duties and responsibilities of the Board of Commissioners as referred to in paragraph 1 above, the Board of Commissioners is obliged to form an Audit Committee, Remuneration Committee, Nomination Committee and other committees in accordance with the requirements stipulated in the laws and regulations in the Capital Market sector . In the event that a nomination and remuneration committee is not formed, the nomination and remuneration functions regulated in OJK regulations must be carried out by the Board of Commissioners.

  6. The Board of Commissioners meeting at any time has the right to temporarily dismiss one or more members of the Board of Directors, if the members of the Board of Directors act contrary to these Articles of Association and/or applicable laws and regulations or are detrimental to the aims and objectives of the Company or neglect their obligations.

  7. The temporary suspension must be notified to the person concerned along with the reasons.

  8. Within 90 (ninety) days after the temporary dismissal, the Board of Commissioners is required to convene an Extraordinary GMS which will decide whether the relevant members of the Board of Directors will be permanently dismissed or returned to their original positions, while the members of the Board of Directors who are temporarily dismissed will be given opportunity to be present to defend oneself.

  9. The meeting referred to in paragraph 2 of this article is chaired by the President Commissioner and if he is not present, this does not need to be proven to other parties, then the GMS is chaired by another member of the Board of Commissioners appointed by the GMS and the summons must be made in accordance with provisions contained in Article 10 above.

  10. If the GMS is not held within 45 (forty five) days after the temporary dismissal, then the temporary dismissal will be null and void, and the person concerned has the right to return to his or her original position.

  11. If all members of the Board of Directors are temporarily dismissed and the Company does not have a single member of the Board of Directors, then temporarily the Board of Commissioners is obliged to manage the Company, in such case the Board of Commissioners Meeting has the right to grant temporary authority to one or more of them on their joint responsibility, one and others by paying attention to the provisions of Article 17 paragraph 6.

  12. Provisions regarding the Board of Commissioners that have not been regulated in these Articles of Association refer to OJK regulations and other applicable laws and regulations.

Responsibilities and Duties of the Director

  1. The Board of Directors is tasked with carrying out and being responsible for the management of the Company for the interests of the Company in accordance with the aims and objectives of the Company as stipulated in the Articles of Association. In carrying out duties and responsibilities for management, the Board of Directors is obliged to hold an Annual GMS and other GMS as regulated in the statutory regulations and these Articles of Association. Each member of the Board of Directors is obliged to carry out their duties and responsibilities in good faith, with full responsibility and prudence.

  2. In order to support the effective implementation of duties and responsibilities, the Board of Directors may form committees.

  3. If a committee is formed, the Board of Directors is obliged to evaluate the performance of the committee at the end of each financial year.

  4. Each member of the Board of Directors is jointly and severally responsible for the Company's losses caused by errors and negligence of members of the Board of Directors in carrying out their duties.

  5. Members of the Board of Directors cannot be held responsible for the Company's losses as referred to in letter a above if they prove:
    1. The loss was not due to his fault or negligence;
    2. Has carried out management in good faith, full responsibility and prudence for the benefit and in accordance with the aims and objectives of the Company;
    3. Have no conflict of interest, either directly or indirectly, regarding management actions that result in losses; And
    4. Have taken action to prevent the occurrence or continuation of such losses.

  6. The Board of Directors has the authority to carry out management, in accordance with policies deemed appropriate, in accordance with the aims and objectives set out in the Articles of Association.

  7. The Board of Directors has the right to represent the Company inside and outside the Court regarding all matters and in all events, bind the Company with other parties and other parties with the Company, and carry out all actions, both regarding management and ownership, but with the limitation of prior written approval. from the Board of Commissioners is required for the following actions:
    1. Receive funding from other parties or provide commitments regarding such funding to other parties;
    2. Lending money to anyone, except or excluding loans that are directly related to trading business activities;
    3. Binding the Company as guarantor (Borg/avalist)
    4. Pledge or insure the Company's assets, taking into account the applicable laws;
    5. Sell or dispose of and/or purchase or acquire immovable property belonging to the Company including land rights;
    6. Determine the annual budget, business plans, prepare the Company's business strategy; With the provisions of these actions whose value is equal to or greater than 20% (twenty percent) of the Company's equity, based on the Company's Financial Report in 1 (one) or more transactions, whether related to each other or not.

  8. Legal actions to transfer, release rights or use as collateral for debts which constitute more than 50% (fifty percent) of the total net assets of the Company in one financial year, whether in one transaction or several transactions that stand alone or are related to each other must obtain approval GMS attended or represented by shareholders who own at least ¾ (three-quarters) of the total shares with valid voting rights and approved by more than ¾ (three-quarters) of the total shares with voting rights present at the GMS keeping in mind the applicable laws and regulations in the capital markets sector.

  9. In the event that the attendance quorum as intended in paragraph 2 above is not reached, the second GMS must obtain approval from the GMS which is attended or represented by shareholders who own at least 2/3 (two thirds) of the total number of shares with valid voting rights. and approved by more than ¾ (three quarters) of all shares with voting rights present at the GMS.

  10. In the case of a quorum for attendance as intended in paragraph 3 above, then at the request of the Company, the quorum for attendance, the number of votes for making decisions, the summons, and the time for holding the GMS are determined by the Chairman of the Financial Services Authority.

    1. Each member of the Board of Directors is obliged to carry out in good faith and full responsibility by observing the applicable laws and regulations.
    2. If the Director is absent, the person concerned has the right to grant power of attorney to another Director or a person appointed by him.

    1. The President Director has the right and authority to act for and on behalf of the Board of Directors and represent the Company.
    2. In the event that the President Director is absent or is unable to attend for any reason, which does not need to be proven to a third party, then the other members of the Board of Directors have the right and authority to act for and on behalf of the Board of Directors and represent the Company.

  13. The division of duties and authority of each member of the Board of Directors is determined by the GMS. In the event that the GMS does not determine, the distribution of duties and authority of members of the Board of Directors is determined based on the decision of the Board of Directors.

  14. Without reducing the responsibilities of the Board of Directors, the Board of Directors may give written authority to one or more representatives for and on behalf of the Company to carry out certain legal actions as described in the power of attorney.

  15. In the event that the Company has interests that conflict with the personal interests of a member of the Board of Directors, then the Company will be represented by another member of the Board of Directors and in the event that the Company has interests that conflict with the interests of all members of the Board of Directors, then in this case the Company will be represented by the Board of Commissioners, one or another with does not reduce the provisions in paragraph 6 of this article.

Audit Committee

The Company's Board of Commissioners has formed an Audit Committee in accordance with the requirements in POJK No. 55/2015. The Company has also created an Audit Committee Charter dated March 7 2024 which was determined by the Company's Board of Commissioners to comply with the provisions of Article 12 paragraph 2 POJK No. 55/2015. Based on the Decree Outside the Company's Board of Commissioners Meeting number 006/TBK/GE/03/24 dated March 7 2024, the membership composition of the Audit Committee is as follows:

Chairman  : Eko Putro Sandjojo
Member   : Yanti Husaini
Member   : Wito

The appointment of the Audit Committee has been carried out in accordance with the provisions of POJK No. 55/2015, where the term of office of members of the Audit Committee is 5 (five) years and cannot be longer than the term of office of the Board of Commissioners as regulated in the Articles of Association and can only be re-elected for 1 (one) subsequent period.

The following is the curriculum vitae of the Audit Committee as follows:

Eko Putro Sandjojo, Chair of the Audit Committee

Information about Eko Putro Sandjojo is as stated in Website Management Page of the Company.

Yanti Husaini, Member of the Audit Committee

Indonesian citizen, born in Jambi, age 56 years.

He obtained a Bachelor of Accounting degree, majoring in accounting from Tarumanagara University in Jakarta in 1993.

He has served as Member of the Company's Audit Committee since 2024. He started his career as Accounting Staff at CV Dwijaya (1987 – 1992), Finance Staff at PT Toha Maureena (1992 – 1993), Accounting Section Head at PT Jati Wirya Guna (1993 – 1995). Then he joined PT Dynaplast Tbk as Receivables Section Head (1995 – 2000), Accounting Department Head (2000 – 2006), Financial Audit Department Head (2006 – 2008), Internal Audit Division Head (2008 – 2022) and Finance and Accounting Division (2002 – 2023).

Wito, Member of the Audit Committee

Indonesian citizen, 36 years old. Obtained a Bachelor's degree in Economics from Taruma Negara University, Jakarta in 2010. He has served as a Member of the Company's Audit Committee since 2024. He started his career as a Senior Auditor at KAP Tanubrata, Sutanto, Fahmi & Rekan, member of BDO Global in 2010-2013. Junior Manager at PT Nirvana Development Tbk (2013 - 2016). Independent Auditor at PT Polaris Investama Tbk (2016-2020). VP Accounting at ABL Group from 2021-present. Audit Committee at PT Paperocks Indonesia Tbk (2023-present). Audit Committee at PT City Retail Developments Tbk (2023-present).

Duties and Responsibilities of the Audit Committee include the following:
  1. Reviewing financial information that will be released by the Company to the public and/or authorities, including financial reports, projections and other reports related to the Company's financial information;
  2. Reviewing compliance with laws and regulations relating to the Company's activities;
  3. Providing an independent opinion in the event of a difference of opinion between management and the Accountant regarding the services provided;
  4. Provide recommendations to the Board of Commissioners regarding the appointment of an Accountant based on independence, scope of assignment and fees;
  5. Reviewing the implementation of audits by internal auditors and supervising the implementation of follow-up actions by the Board of Directors regarding the internal auditor's findings;
  6. Reviewing risk management implementation activities carried out by the Board of Directors, if the Company does not have a risk monitoring function under the Board of Commissioners;
  7. Reviewing complaints related to the Company's accounting and financial reporting processes;
  8. Review and provide advice to the Board of Commissioners regarding potential conflicts of interest; And
  9. Maintain the confidentiality of Company documents, data and information.
The authority of the Audit Committee includes the following matters:
  1. Access required documents, data and information about employees, funds, assets and company resources;
  2. Communicate directly with employees, including the Board of Directors and parties carrying out internal audit, risk management and Accountant functions regarding the duties and responsibilities of the Audit Committee;
  3. Involving independent parties outside the Audit Committee members who are necessary to assist in carrying out their duties (if necessary); And
  4. Carry out other authorities granted by the Board of Commissioners.
Since its appointment, the Audit Committee has not held a meeting, but the Audit Committee plans to hold a meeting at least 1 (one) time in 3 (three) months in accordance with POJK No. 55/2015.
Audit Committee Charter

Nomination and Remuneration Committee

The Company's Board of Commissioners has formed a Nomination and Remuneration Committee in accordance with the requirements in POJK No. 34/2014. The Company has also created Nomination and Remuneration Committee Guidelines dated 7 March 2024 which were determined by the Company's Board of Commissioners to comply with the provisions of Article 19 paragraph 2 POJK No. 34/2014. Based on the Decree of the Board of Commissioners outside the Company's Board of Commissioners Meeting number 007/TBK/GE/03/24 dated March 7 2024, the membership composition of the Audit Committee is as follows:

Chairman  : Eko Putro Sandjojo
Member   : Tjokro Gunawan
Member   : Rachmat Setyawan

The appointment of the Nomination and Remuneration Committee has been carried out in accordance with the provisions of Article 4 POJK No. 34/2014, where the term of office of members of the Nomination and Remuneration Committee is 5 (five) years, they can be re-elected and the term of office cannot be longer than the term of office of the Board of Commissioners as regulated in the Articles of Association.

The following is the curriculum vitae of the Nomination and Remuneration Committee as follows:


Eko Putro Sandjojo, Chairman of the Nomination and Remuneration Committee

Information regarding Eko Putro Sandjojo is as stated in Website Management Page of the Company.

Tjokro Gunawan, Member of the Nomination and Remuneration Committee

Information about Tjokro Gunawan is as stated in Website Management Page of the Company.

Rachmat Setyawan, Member of the Nomination and Remuneration Committee

Indonesian citizen, born in Jakarta, 50 years old.

He obtained a Doctorate degree, majoring in management science from Jakarta State University in Jakarta in 2023, a Masters in Management, majoring in Management from Esa Unggul University in Jakarta in 2013 and a Bachelor of Science, majoring in physics from Brawijaya University in Malang in in 1999.

He has served as Member of the Nomination and Remuneration Committee and concurrently as Division Head of PDOD at the Company since 2024. He started his career as Sr. HR Staff at PT Astra Microtronic Technologies (AMT) (1999 – 2007), Head of Business School at PT McDermott Indonesia (2007 – 2010), Manager of ODTM at Niro Ceramic Group (2010 – 2017), Manager of ODTM at PT Roche Indonesia (2017 – 2021), Head of ODTM at PT Asia Pacific Fiber Tbk (2021 – 2024).

The Nomination and Remuneration Committee is independent. The independence of the Nomination and Remuneration Committee means:
  1. Must be free from any intervention from the Company's stakeholders.
  2. Must be free from all conflicts of interest and influence or pressure from any party that is not in accordance with applicable laws and regulations in general and in particular regulations applicable in the City of Bandung and ethical values ​​and Company policies that may occur during the implementation of its duties and responsibilities .
The duties and responsibilities of the Nomination and Remuneration Committee include the following:
  1. In the field of nominations:
    1. Provide recommendations to the Board of Commissioners regarding:
      1. Composition of positions of members of the Board of Directors and/or members of the Board of Commissioners/
      2. Policies and criteria required in the nomination/
      3. Performance evaluation policy for members of the Board of Directors and/or members of the Board of Commissioners.
    2. Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/or members of the Board of Commissioners based on benchmarks that have been prepared as evaluation material.
    3. Provide recommendations to the Board of Commissioners regarding capacity development programs for members of the Board of Directors and/or members of the Board of Commissioners.
    4. Provide proposals for candidates who meet the requirements as members of the Board of Directors and/or members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
  2. In the area of ​​remuneration:
    1. Provide recommendations to the board of commissioners regarding:
      1. Remuneration Structure
      2. Policy on Remuneration
      3. Amount of Remuneration
      4. Assist the Board of Commissioners in conducting performance assessments in accordance with the remuneration received by each member of the Board of Directors and/or members of the Board of Commissioners.
The authority, rights and obligations of the Nomination and Remuneration Committee are as follows:
  1. Based on a written assignment letter from the Board of Commissioners, the Remuneration and Nomination Committee can access records or information about the Company's funds, assets and other resources related to the implementation of its duties.
  2. To carry out its duties, the Remuneration and Nomination Committee can collaborate with the Human Resources Division and
  3. Members of the Remuneration and Nomination Committee are required to carry out their duties properly and maintain the confidentiality of all Company documents, data and information, both from internal and external parties and are only used for the purposes of carrying out the committee's duties.
  4. The Remuneration and Nomination Committee in carrying out its duties and responsibilities related to the remuneration policy must pay attention to at least:
    1. Financial performance and fulfillment of reserves as regulated in applicable legislation.
    2. Individual work performance.
    3. Fairness with peer groups.
    4. Consider long-term goals and strategies.
  5. Before the current financial year, the Remuneration and Nomination Committee is obliged to prepare and submit an annual work plan and budget to the Board of Commissioners for adoption, a copy of which is submitted by the Board of Commissioners to the Board of Directors for information. The implementation of the annual work plan and budget of the Remuneration and Nomination Committee is reported to the Board of Commissioners.
  6. The Nomination and Remuneration Committee is obliged to prepare and submit a report on the implementation of its duties and responsibilities to the Board of Commissioners.
Since its appointment, the Nomination and Remuneration Committee has not held a meeting, but the Nomination and Remuneration Committee plans to hold a meeting at least 1 (one) time in 4 (four) months in accordance with POJK No. 34/2014.

Nomination and Remuneration Committee Charter

Corporate Secretary

To fulfill the provisions as intended in POJK No. 35/2014, the Company's Directors based on the Directors' Decree in Outside Company Meeting No. 004/TBK/GE/03/24 date 7 March 2024, has raised:

Name : Widjoyo Prawirohardjo, CFA
Position : Corporate Secretary
Address : Kawasan Industri BIIE Hyundai Jl. Inti I Kav.3 No.3 Kelurahan Cibatu, Kecamatan Cikarang Selatan, Kabupaten Bekasi, Provinsi Jawa Barat
Phone No : (021) 897 2003, 897 4043



The following is the curriculum vitae of the Corporate Secretary as follows:

Widjoyo Prawirohardjo, CFA, Corporate Secretary

Indonesian citizen, born in Semarang, 49 years old.

He obtained a Master of Professional Accounting, majoring in accounting from the University of Western Australia in Perth in 2011, a Master of Commerce, majoring in Finance from the University of New South Wales in Sydney in 1999 and a Bachelor of Science, majoring Finance from the University of Illinois at Illinois, Chicago in 1996.

He has served as Corporate Secretary and concurrently as Chief Financial Officer at the Company since 2024. He started his career as a Budget Analyst and Contr. at PT Solusi Tunas Pratama Tbk (2013 – 2014), Head of Corporate Finance at PT Bakrie Sumatera Plantations, Tbk (2014 – 2016), Head of Finance at PT Berkah Kelola Dana (2017 – 2019) and Head of Finance at PT Jasa Masyarakat Digital (2019 – 2022).

The duties and responsibilities of the Corporate Secretary include the following:
  1. Following developments in the Capital Market, especially applicable laws and regulations in the Capital Market sector.
  2. Provide input to the Company's Directors and Board of Commissioners to comply with statutory provisions in the Capital Market sector.
  3. Assist the Board of Directors and Board of Commissioners in implementing corporate governance which includes:
    1. Disclosure of information, including the availability of information on the Company's Website.
    2. submission of reports to OJK on time.
    3. organizing and documenting the General Meeting of Shareholders (GMS).
    4. organizing and documenting meetings of the Board of Directors and/or Board of Commissioners; and
    5. implementation of a company orientation program for the Board of Directors and/or Board of Commissioners.
  4. As a liaison officer between the Company and OJK or other stakeholders.
  5. Building the Company's corporate image to support the achievement of the Company's performance in accordance with the Company's vision, mission and strategy.
To improve its competence, the Company will regularly involve the Corporate Secretary in seminars / workshops / training held internally and by competent external parties, including those held by the OJK and the Stock Exchange.
Until now there has been no training program that the Corporate Secretary has participated in in order to improve the competency of the Corporate Secretary. In the future, the Corporate Secretary will take part in training programs related to:
  1. Development of the capital market, especially applicable laws and regulations.
  2. Understanding of Company governance which is guided by GCG principles.
  3. Ability to act as a liaison between the Company's shareholders, OJK and other general stakeholders.

Internal Audit

In order to comply with the provisions of POJK No. 56/2015, the Company has created an Internal Audit Charter regarding the duties, responsibilities, authority and work procedures of the Internal Audit Unit which were determined by the Company's Directors on March 7 2024. The following is the curriculum vitae of the Internal Audit Unit as follows:

Agnes Christy, Head of Internal Audit Unit

Indonesian citizen, born in Malang, 40 years old. He obtained a Bachelor of Science degree, majoring in chemical engineering from the National Institute of Technology in Malang in 2006. He has served as Head of the Company's Internal Audit Unit since March 2024. He started his career as a Production Trainee at PT Cubic Indonesia (2006 – 2007), RnD Head at PT Gunanusa Eramandiri Plant 1 – Cikarang (2007 – 2010), Branch Manager at PT Gunanusa Eramandiri Plant 3 – Cikarang (2010 – 2012), Plant Manager at PT Gunanusa Eramandiri Plant 2 – Pati (2012 – 2018) and last position as Strategic Management Officer & Internal Audit Head from 2018 to February 2024.

Internal Audit duties and responsibilities include the following:
  1. Prepare and implement an annual Internal Audit plan;
  2. Test and evaluate the implementation of internal control and risk management systems in accordance with Company policy;
  3. Examine and assess 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. Create an audit report and submit the report to the President Director and Board of Commissioners;
  6. Monitor, analyze and report on the implementation of recommended follow-up improvements;
  7. Working closely with the Audit Committee;
  8. Prepare a program to evaluate the quality of the internal audit activities carried out; and
  9. Carry out special checks if necessary.
The Internal Audit Unit's authority includes the following matters:
  1. Access all relevant information about the Company related to its duties and functions;
  2. Communicate directly with the Board of Directors, Board of Commissioners and/or Audit Committee as well as members of the Board of Directors, Board of Commissioners and/or Audit Committee;
  3. Hold regular and incidental meetings with the Board of Directors, Board of Commissioners, and/or Audit Committee; and
  4. Coordinate its activities with the activities of external auditors.
In carrying out its duties, UAI must have a Professional Code of Ethics that refers to the International Standards for the Professional Practice of Internal Auditing from the Institute of Internal Auditors, including compliance with the Internal Audit Code of Ethics as follows:
  1. Integrity
    The integrity of internal auditors strengthens trust and therefore becomes the basis for relying on their judgment.
  2. Objectivity
    Internal auditors demonstrate the highest level of professional objectivity when collecting, evaluating and reporting information on the activities or processes being tested. Internal auditors carry out a balanced assessment of all relevant conditions and are not influenced by their own interests or the interests of others in making their decisions.
  3. Confidentiality
    Internal auditors respect the value and ownership of the information they receive and do not disclose such information without authorized approval, unless required to do so by legal or professional requirements.
  4. Competency
    Internal auditors apply the knowledge, skills and experience required in the implementation of internal audit services.

Internal Audit Unit Charter