Company Governance

Code of Ethics

Code of Ethics Fundamentals

Professional Integrity
  1. The company must make take serious efforts to act with integrity, honesty, and mutual respect in all relationships or business transactions.
  2. Employees must take serious efforts to ensure that relationships with customers or employees of customers are professional.
  3. Relationships with customers, producers, suppliers, competitors and their employees must always be based on the values of justice and healthy competition that put quality, price, and service as priorities and follow all applicable rules and legislation.
Bribes, Gifts, and Entertainment
  1. Employees are prohibited from receiving gifts in any form, including cash or presents of any kind, from any party including but not limited to contractors, customers, suppliers, or any party related to their authority in the position or office they hold.
  2. With the exception of normal meals and other common insignificant gifts (which bear the logo of the respective company) during a business transaction, an employee may not accept, directly or indirectly, commission, rebate, service fee, loan, or gift from a company which is currently or will be a supplier of goods or services to the Company. A gift or entertainment offer in any form which is inappropriate must be reported to the Department Head/Manager of the respective employee or to HRD Dy. Dept. Head as soon as possible.
  3. No employee is allowed to misuse products or funds of the Company, including but not limited to inappropriate placement of funds for personal profit of the employees of the producer company, or the customers.
Conflict of Interest
  1. No employee is allowed to use his or her position in the Company or any information gained during their employment in a way that can lead to conflict of interest between the personal interest of the respective employee and the interest of the Company.
  2. All activities run by an employee of the Company must always give priority to the Company's interest over personal interest.
  3. Without official written approval by the Company, no employee is allowed to make an affiliation with the buyers, producers, or suppliers of goods and services to the Company that can cause conflict of interest between the duties and responsibilities of the employees and other interests or obligations.
  4. Please refer to regulations about Conflict of Interest and No Competition for further information.
No Competition
  1. The employees, during their work period and for 12 months after the termination of employment, are prohibited, directly or indirectly, from running, or bind themselves to run a business, trade, or do works that may compete with the Company.
  2. Please refer to regulations about Conflict of Interest for further information.
Confidentiality
  1. Employees are not allowed to discuss anything related to the Company's business with an external party and with any party who does not have a right to the information. Employees must always refer to official information from the Company in the course of response to inquiries/statements made by external parties.
  2. Please refer to regulations about Conflict of Interest for further information.
Work Environment
  1. All employees must execute their duties with discipline and maintain a safe and healthy work environment.
  2. The company will not tolerate harassing attitudes, acts, or comments that lead to ethnic, religious, racial, and inter-group issues, including any humor, joke, comment or attitude in the work area which can cause an inappropriate, uncomfortable or uneasy work environment.
  3. The company will not tolerate (1) threats; (2) acts of violence; (3) ownership of any weapon; (4) use, distribution, sale, and ownership of prohibited drugs or other substances, except where prescribed for medical usage.
  4. Employees are not allowed within the Company premises or work site if they are under the influence of prohibited drugs, other substances not used for medication, or alcoholic drinks. Alcohol consumption within the Company premises is allowed at Company events that have been approved by the management.
Appearance
The appearance of all employees must always be neat and tidy. Employees must always wear clothes that are suitable for work and that create a polite and professional work environment.
External Communication
  1. Every inquiry from media or an external party for information about the Company, business plan and activities, must be referred to the Department Head.
  2. No employee may give any comment or news about the progress of the Company to the media or other external party, except for a spokesperson officially appointed by the President Director.
Violation to Company Basic Principles
  1. Employees who experience a situation that violates the law, these guidelines or general ethics, or suspect that such a situation has taken place, must immediately report the issue to the respective Department Head and/or HRD Dept. Head.
  2. All such cases will be investigated thoroughly, while always respecting the privacy of the parties concerned.
  3. Violation of the Company's Basic Principles may result in disciplinary action, including termination of employment.
  4. Every employee must sign a Statement of Confidentiality, a Statement of Conflict of Interest, and a Form of Update of Statement - Conflict of Interest should their data change.
Storage of Record
The Statement of Confidentiality, the Statement of Conflict of Interest, and the Form of Update of Statement - Conflict of Interest shall be stored by the Human Resource Section during the employment period and for a period of two years afterwards.
Cultural Pillars
1. Focus on time, quality, and cost
2. Proactive and innovative
3. Collaborative team spirit
Socialization of code of conduct and enforcement
The company obliges the Board of Commissioners, the Board of Directors, and every employee to sign a statement that they have received, understood, and will comply with the Company's Code of Ethics.
Announcement that the code of ethics applies to the Board of Commissioners, the Board of Directors, and the employees of the Company.
  1. This Code of Ethics applies to all members of the Board of Commissioners, the Board of Directors, and all employees of the Company.
  2. The Board of Commissioners, the Board of Directors, and all employees are expected to execute their jobs in an ethical work environment and carry out their duties efficiently, appropriately, impartially, professionally, with integrity, and honestly.
Whistle Blowing System
Every employee who suspects these policies have been violated by an employee or business partner of the Company must report it by contacting the telephone hotline or email address which are posted in easily visible places around the Company’s worksites.
Protection for the whistle blowers
  1. The company encourages whistleblowers to use his or her actual name but allows the use of an alias.
  2. The company will take the best measures possible to protect the identity of the Whistleblower. All received information will be treated as confidential.
  3. The Whistleblower will be told as follows:
    1. Not to contact the suspected employee to attempt to conduct their own investigation.
    2. Not to discuss the case, facts, suspicion, or accusation to anyone except to the Management or Investigation Team.
Handling of report
The information will be examined first to clarify that the reported suspicion would constitute a violation if proven. The case is then followed up by the Investigation Team.
The party that manages the report
The party that manages the report is an Investigation Team established by the Internal Auditor Department.
Result of the report
The result of the report will be followed up by imposition of sanctions according to company regulations and, if a legal violation is suspected, the authorized party will be notified.

Audit Committee

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Thomson Siagian, SH

Audit Committee Head

Born in Pematang Siantar, on Februari 16, 1951. Indonesia Citizen. Graduate in Bachelor of Law at University Sam Ratulangi in 1981. Start his career in Kejaksaan Agung as Ajudan Jaksa Agung in 1991-1997. Moved to Konsulat Jenderal RI in Hongkong as Kepala Bidang Kejaksaan in 1997-2003. Moved to Kejaksaan Tinggi Sumatera Utara as Asisten Intelijen in 2003-2004. Moved to Kejaksaan Negeri Medan as Kepala Kejaksaan in 2004-2006. Then moved back to Kejaksaan Agung as Pengkaji pada Jaksa Agung Muda Bidang Tindak Pidana Umum (Jampidum) / Ketua Satgas Penanganan Tindak Pidana Terorisme & Perdagangan Manusia Lintas Negara in 2006-2007 and as Kepala Pusat Penerangan Hukum in 2007. Then worked as Kepala Kejaksaan at Kejaksaan Tinggi Lampung in 2008 and Kejaksaan Tinggi Kalimantan Timur in 2009. Then moved back again to Kejaksaan Agung as Direktur Penuntutan Tindak Pidana Khusus pada Jaksa Agung Muda Bidang Tindak Pidana Khusus (Jampidsus) in 2010 and as Sekretaris Jaksa Agung Muda Bidang Perdata dan Tata Usaha Negara (Jamdatun) in 2010-2011. Since July 30, 2021, by the resolution of Annual General Meeting of Shareholders, he was appointed as the Independent Commissioner of the Company

Hong Chun

Audit Committee Member

An Indonesias citizen, born in 1963, he graduated from the Business Secretary and Management Academy of Harapan (Diploma) - Medan in 1989. Worked on the Company at Financial Departement from 1989 to 2017, among others, as an Accounting Manager and System & Control Manager, and last served as Finance Manager & Tax in 2005, and then retired as an employee of the Company at September 2017. Since retiring until now as a Accounting Consultant in various companies in Indonesia

Lamsaudin Situmeang

Audit Committee Member

An Indonesian citizen, born in 1961, graduated in Accounting from Nomensen University of Medan in 1987 and Degree of Law from Sisingamangaraja XII University in 2011. Worked as an Auditor in public accountant in 1988. Experienced in different position in several plantation companies from 1988 to 2014. From 2014 until now as a Director of a company engaged in business of general trading and contractor

Basis of Appointment
The Audit Committee was appointed through the decision of the Board of Commissioners of the Company dated August 12, 2022.

Office term of members of the Audit Committee
The office term of the Audit Committee shall be no later than the office term of the Board of Commissioners of the Company and may only be re-appointed for 1 (one) subsequent period.

Activities under the Audit Committee Charter.

  1. Examining financial information to be released to the public and/or authorities, including financial statements and projections;
  2. Auditing compliance with capital market regulations and other laws;
  3. Giving an independent view in case of a difference of opinion between the management and accountants;
  4. Making recommendations to the Board of Commissioners on appointment of accountants based on independence, scope of assignment, and fee;
  5. Examining the execution of internal audits and monitoring the execution of follow-ups by the Board of Directors;
  6. Examining the Board of Commissioners’ risk management, if the Issuer or Public Company does not have a risk monitoring function under the Board of Commissioners;
Audit Committee Charter

Company Secretary

Anwar Lawden, SH
Because the Company Secretary is a position concurrently held by a Director, Anwar Lawden, SH, his CV is listed in the Board of Directors section. The Company Secretary is responsible for execution of company governance and ensuring that all external reports comply with market and stock exchange regulations, and other applicable laws in 2015.