The implementation of Good Corporate Governance (GCG) practices in the company is regulated by the provisions in the company’s Articles of Association. This practice upholds the principles of GCG, to ensure that the interests of all stakeholders receive equal attention from the company. In accordance with applicable regulations, the company has a governance structure established to ensure the implementation of good business and governance practices and meet the requirements of the regulator.

The governance structure consists of:

  1. General Meeting of Shareholders (GMS)
  2. Board of Commissioners
  3. Board of Directors
  4. Audit Committee
  5. Nomination and Remuneration Committee
  6. Corporate Secretary
  7. Internal Audit Unit
In carrying out its business practices, in order for business growth to run in a sustainable manner and to remain in absolute compliance with laws and regulations, the company upholds the five principles of GCG as follows:

TRANSPARENCY
The company runs its business in a transparent (open) manner, by providing adequate access for all stakeholders to obtain relevant, accurate, timely and authentic business-related information, according to their respective interests.

ACCOUNTABILITY
The company has set professional standard rules for each of its activities and implements them in accordance with applicable policies in the company.

RESPONSIBILITY
Every decision taken by the executives and staff of the company is fully the responsibility of the company. The company is responsible for providing a comprehensive explanation of the actions taken to stakeholders who are entitled to demand such responsibility.

JUSTICE
The company ensures that every plan, decision and implementation of policies is carried out in the interest of all stakeholders, to the extent possible. Every operational and financial activity, including the company’s business development plan, is carried out and planned in a fair and reasonable manner, taking into account the factors that are considered important and can have a significant effect on the running of the company’s business, and without discriminating against certain parties based on their background that is not completely business related.

INDEPENDENCE
The company prevents interference by the Board of Commissioners in influencing management actions and decisions taken, avoids transactions that have the potential to cause conflicts of interest, and respects the interests of minority parties by appointing an Independent Commissioner.



Board of Commissioners

The company’s Board of Commissioners is formed and members of the Board of Commissioners are appointed based on the provisions of the company's Articles of Association and OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies. The company’s Board of Commissioners consists of three people: one President Commissioner and two Commissioners. As of July 2021, the composition of the company's Board of Commissioners is as follows:

President Commissioner Mr. Suryandy Jahja
Commissioners Mr. Pandu Sjahrir
Mr. Ananda Raja

All members of the company’s Board of Commissioners are appointed based on the Deed of Decision of the Shareholders of PT Digital Mediatama Maxima No. 58 dated 27 Juli 2021, for a five-year term, until 2024.

DUTIES AND RESPONSIBILITIES
The duties of the Board of Commissioners are to supervise, provide advice and direction, as well as examine every decision and policy taken by the Board of Directors. The Board of Commissioners is authorized to temporarily dismiss members of the Board of Directors, and may take management actions of the company under certain circumstances and for a certain period of time. The responsibilities of the Board of Commissioners as stated in the company’s Articles of Association include:
  1. Supervise and be responsible for the supervision of management policies and the course of management in general;
  2. Establish an audit committee and other committees (if necessary) in order to support the effectiveness of the implementation of duties and responsibilities as the Board of Commissioners;
  3. Required to evaluate the performance of the committees that assist the implementation of the duties and responsibilities of the Board of Commissioners.

BOARD OF COMMISSIONERS CHARTER
The company’s Board of Commissioners has prepared a Board of Commissioners Charter to provide basic guidelines for the Board of Commissioners to carry out their duties and responsibilities. The Board of Commissioners Charter was enacted on October 11, 2019.

MEETING
The Board of Commissioners is required to hold a Board of Commissioners meeting at least once every three months. In 2020 the Board of Commissioners held 4 (four) Board of Commissioners meetings.

PERFORMANCE ASSESSMENT
The performance of the Board of Commissioners is assessed based on:
  1. The number of attendance of each member in the Board of Commissioners Meeting and joint meetings with the Board of Directors;
  2. Providing direction to the Board of Directors and supervising the performance of the Board of Directors;
  3. As well as the implementation of tasks as stated in the Board of Commissioners Charter.
This assessment is carried out by the shareholders at the GMS.

PERFORMANCE ASSESSMENT OF COMMITTEES UNDER THE BOARD OF COMMISSIONERS
The Board of Commissioners assesses the performance of the committees under the Board of Commissioners by comparing the actual performance against the roles and responsibilities of the committees, as stated in the annual work plans and budgets of the committees concerned.

PROCEDURE FOR DETERMINING THE REMUNERATION OF COMMISSIONERS AND BOARD OF DIRECTORS
  1. The remuneration of the Commissioners and Directors is determined at the Annual GMS, by the shareholders who delegate their authority to the Board of Commissioners to determine the remuneration for each member of the Board of Directors.
  2. Commissioners and Directors are entitled to receive allowances and facilities in accordance with the company’s income in previous years, duties and responsibilities, and adjusted to the level of remuneration of executives in similar industries.

Board of Directors

Members of the company’s Board of Directors are formed and appointed based on the provisions of the company’s Articles of Association and OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Directors of Issuers or Public Companies. The company’s Board of Directors consists of three members: one President Director and two Directors. As of the end of 2020, the composition of the company’s Board of Directors is as follows:

President Director Mr. Budiasto Kusuma
Directors Mr. Supardi Tan
Mr. Abraham Theofilus

All members of the Board of Directors of the company are appointed based on the Deed of Decision of the Shareholders of PT Digital Mediatama Maxima Tbk No. 131 dated 15 July 2019, for a five-year term, until 2024.

DUTIES AND RESPONSIBILITIES
As written in the company's Articles of Association, the basic duties and responsibilities of the Board of Directors are as follows:
  1. Fully responsible for the implementation of the management of the company;
  2. Mandatory to manage the company in accordance with its authorities and responsibilities as stipulated in the Articles of Association and the applicable laws and regulations;
  3. Mandatory to implement GCG principles in every business activity of the company;
  4. Obligation to follow up on audit findings and recommendations from internal and external audit work units, OJK, BEI, and/or other relevant regulatory oversight results;
  5. Representing the company both inside and outside the court;
  6. May form a committee to support the effectiveness of the implementation of its duties and responsibilities, and must evaluate the performance of the committee at the end of each financial year;
  7. Each member of the Board of Directors is jointly and severally responsible for the company’s losses, except:
    1. Losses that are not due to fault or negligence;
    2. Have good intentions full of responsibility and prudence in management;
    3. There is no conflict of interest (direct/indirect) over management actions that cause losses;
  8. Take action to prevent the occurrence or continuation of the loss;
  9. The functions of each member of the Board of Directors are as follows:
    1. The President Director is in charge of:
      1. Carrying out all company policies in accordance with the Articles of Association as well as instructions from the GMS and the Board of Commissioners;
      2. Coordinate and supervise all activities carried out by the company;
      3. Determine the vision, mission and direction of the company’s development with the assistance of other members of the Board of Directors;
      4. Plan and lead and control the company’s main operating policies;
      5. And represent the company out;
    2. The Director is in charge of:
      1. Supervising the associated companies;
      2. Coordinate and carry out financial planning and analysis to be able to provide input from the financial side for the company’s leadership in making business decisions;
      3. Make important investment and financing decisions;
      4. Control the financial function;
      5. Coordinate all strategic policies and activities related to the company’s marketing;
      6. Supervising the implementation of the marketing division in subsidiaries;
      7. As well as representing the company outside in matters related to the scope of work.

BOARD OF DIRECTORS CHARTER
The company’s Board of Directors has prepared a Board of Directors Charter to provide basic guidelines for the Board of Directors to carry out their duties and responsibilities. The Board of Directors Charter was enacted on October 11, 2019.

MEETING
The Board of Directors is required to hold a Board of Directors meeting at least once every month. During 2020, the company’s Board of Directors has held 12 (twelve) meetings, all of which were fully attended by the Board of Directors.

PERFORMANCE ASSESSMENT
The performance of the Board of Directors is assessed based on:
  1. The number of attendance of each member in the Board of Directors Meeting and joint meetings with the Board of Commissioners;
  2. Implementation of directives from the Board of Commissioners;
  3. As well as the implementation of tasks as stated in the Board of Directors Charter.
This assessment is carried out by the shareholders at the GMS.

PROCEDURE FOR DETERMINING THE REMUNERATION OF COMMISSIONERS AND BOARD OF DIRECTORS
The remuneration of the Commissioners and Directors is determined at the Annual GMS, by the shareholders who delegate their authority to the Board of Commissioners to determine the remuneration for each member of the Board of Directors. Commissioners and Directors are entitled to receive allowances and facilities in accordance with the company’s income in previous years, duties and responsibilities, and adjusted to the level of remuneration of executives in similar industries.

SHARE OWNERSHIP MEMBERS OF THE BOARD OF DIRECTORS & BOARD OF COMMISSIONERS
The company requires each member of the Board of Directors or member of the Board of Commissioners to report to the OJK regarding their ownership and any changes in their ownership of the shares of a public company, either directly or indirectly. The report must be submitted no later than 10 days from the occurrence of ownership or change of ownership, in accordance with the relevant OJK regulations.

Details of share ownership by members of the Board of Directors are presented in the Shareholders section.

Audit Committee

The company’s Audit Committee, which is guided by the Audit Charter in carrying out its duties and functions, was formed in accordance with OJK Regulation No. 55/POJK.04/2015 concerning the Establishment and Guidelines for the Work Implementation of the Audit Committee through the Letter of Determination of the Audit Committee No. 03/SK-DIR/DMM/ VII/2019 dated July 25, 2019 regarding the Appointment of the Chairman and Members of the Audit Committee. The composition of the company’s Audit Committee is as follows:

Chairman Mr. Mohammad Amin  (Independent Commissioner)
Members Ms. Pau Sian
Mr. Firman Sebayang

All members of the Audit Committee were appointed in 2019 for a term of office of five years, until 2024. The term of office of the Audit Committee may not be longer than the term of office of the person concerned as a member of the Board of Commissioners.

DUTIES AND RESPONSIBILITIES
The Audit Committee has carried out the duties, authorities and responsibilities as stated in the OJK Regulation No. 55/ POJK.04/2015 as follows:
  1. Reviewing the financial information that will be issued by the company to the public and/or the authorities between financial statements, projections, and other reports related to the company’s financial information;
  2. Reviewing compliance with laws and regulations related to the company’s activities;
  3. Provide an independent opinion in the event of a difference of opinion between the Management and the Accountant on the services provided;
  4. Provide recommendations to the Board of Commissioners regarding the appointment of an Accountant based on independence, scope of assignment, and costs;
  5. Reviewing the implementation of the audit by the internal auditor and supervising the implementation of follow-up by the Board of Directors on all findings of the internal auditor;
  6. Reviewing risk management activities 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. Reviewing and providing advice to the Board of Commissioners regarding potential conflicts of interest;
  9. Menjaga kerahasiaan dokumen, data, dan informasi Perseroan;
In carrying out its duties, the Audit Committee has the following authorities:
  1. Access the company’s documents, data and information regarding employees, funds, assets, and necessary 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. Involve independent parties outside the Audit Committee as needed to assist in carrying out their duties (if needed)
  4. Carry out other authorities given by the Board of Commissioners;

INDEPENDENCE
The Audit Committee ensures its independence in acting in accordance with its duties and responsibilities, by ensuring that the committee is led by an Independent Commissioner.

MEETING
The Audit Committee is required to hold an Audit Committee meeting with the Board of Commissioners at least once every three months.



Nomination and Remuneration Committee

The company’s Nomination and Remuneration Committee, which is guided by the Nomination and Remuneration Committee Charter in carrying out the duties and functions of the Nomination and Remuneration Committee, was established in accordance with the Resolution of the company's Board of Commissioners Meeting No. 04/ SK-DIR/DMM/VII/19 dated July 25, 2019. The composition of company’s Nomination and Remuneration Committee is as follows:

Chairman Mr. Mohammad Amin  (Independent Commissioner)
Members Mr. Suryandy Jahja  (Commissioner)
Ms. Suci Afrianti  (HR Division)

All members of the Nomination and Remuneration Committee were appointed in 2019 for a term of five years, until 2024. The term of office of the Nomination and Remuneration Committee may not be longer than the term of office of the committee member as a member of the Board of Commissioners.



CORPORATE SECRETARY

The Corporate Secretary has the main responsibility to be the liaison between the company and external stakeholders, especially regulators, shareholders, and the wider community. The Corporate Secretary also functions to ensure that in carrying out its communication activities with external parties, the company always complies with the laws and regulations.

The function of the Corporate Secretary in the company has been established based on OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretary of Issuers or Public Companies.The establishment of the Corporate Secretary in the company is based on the Decree of the Board of Directors No. 01/SK-DIR/DMM/VII/2019 dated 12 July 2019 which appointed Ms. Imas Kurniawati Finnegan as Corporate Secretary.

IMPLEMENTATION OF CORPORATE SECRETARY'S DUTIES
In 2020 the Corporate Secretary has carried out the following duties, among others:
  1. AGMS on 21 July 2020 at AXA Tower Kuningan City 7th Floor, Jakarta;
  2. Annual Public Expose on 21 July 2020 at AXA Tower Kuningan City 7th Floor, Jakarta;
  3. Submission of information disclosure to the public, including the availability of information on the company's website during 2020; and
  4. Submission of reports to OJK during 2020.



INTERNAL AUDIT

The company’s Internal Audit Unit carries out an internal audit function in accordance with the provisions of OJK Regulation No. 56/POJK.04/2015 concerning the Establishment and Guidelines for the Preparation of the Internal Audit Unit Charter.

The Internal Audit Unit in the company was established by the Board of Directors on 3 September 2018, and is controlled by the Internal Audit Unit. The company’s Internal Audit Unit has an Internal Audit Charter which was drawn up and ratified by the Board of Directors on 7 September 2018. The Internal Audit Charter provides general guidance to the Internal Audit Unit in carrying out its duties and responsibilities.

Based on the Decree of the Board of Directors No. 001/SK-DIR/DMM/VIII/20 the company appointed Ms. Imroatul Wahidah as Head of the Internal Audit Unit effective 14 August 2020.



RISK MANAGEMENT

The company implements a risk management system with the main objective of identifying, anticipating, and formulating appropriate mitigation measures for every risk faced by the company in running its business. This risk management system is important to protect the interests and assets of stakeholders, as the implementation of GCG practices.

The company’s risk management practices have been instilled in each of its business activities as a manifestation of the risk awareness culture inherited from the parent company, PT NFC Indonesia Tbk. Each work unit has procedures and general guidelines in implementing a risk management system, in order to ensure the interests and assets of the company.