In carrying out its business activities, the Company always pays attention to and adheres to the principles of Governance Good Corporate Governance as stipulated in OJK and Stock Exchange regulations Securities of Indonesia. Good Corporate Governance (“GCG”) is basically created as a control system and corporate governance, which acts as a measure of the healthy performance a company is going through work ethics and good work principles. This system keeps the Company managed in a directed manner provide benefits to stakeholders. 

Management realizes that implementing corporate governance requires awareness and hard work and support from third parties. In addition, management also realizes the importance of consistency as well improvements in the implementation of good corporate governance. 

It related to Good Corporate Governance (GCG) are carried out by the Company through implementation GCG principles include transparency, professionalism, accountability and accountability. 

To implement corporate governance, the Company prepares the following tools:
The Board of Commissioners includes Independent Commissioners, Directors, Corporate Secretary, Audit Committee, Audit Unit
Internal and Remuneration Committe

Board of Commissioners

The Company has a Main Commissioner, a Commissioner and an Independent Commissioner. It has complied with the provisions for fulfilling the POJK Requirements No. 33/2014, namely having a Commissioner Independent at least 30% (thirty percent) of the members of the Board of Commissioners. Based on POJK No. 33/2014, the Board of Commissioners is in charge of supervising and responsible for oversight regarding management policies, the course of management in general, both regarding the Company and business Company, and provide advice to the Board of Directors.

In accordance with POJK No. 33/2014, the Board of Commissioners is required to hold a meeting of the board of commissioners at least 1 (one) time every 2 (two) months and the meeting is attended by the entire Board of Commissioners.

The implementation of the duties of the Board of Commissioners is:

  • The Board of Commissioners supervises and is responsible for supervising policies management, the course of management in general, both regarding the Company and the Company’s business, and provide advice or direction to the Board of Directors.
  • The Board of Commissioners holds meetings to form committees to assist in the implementation of tasks and responsibilities of the Board of Directors. 

In accordance with POJK No. 33/2014 The Board of Commissioners is required to hold a meeting with the Commissioners at least 1 (one) time every 4 (four) months.

Preparation of the structure, policies, and amount of remuneration for the Board of Commissioners, in accordance with POJK No. 34/2014
pay attention to the following:

  • Remuneration that applies to the industry according to the business activities of the Issuer or similar Public Company and the business scale of the Issuer or Public Company in their industry;
  • Duties, responsibilities and authorities of members of the Board of Directors and/or members of the Board of Commissioners are associated with achievement of goals and performance of the Issuer or Public Company;
  • Performance targets or the performance of each member of the Board of Directors and/or members of the Board of Commissioners; And The balance of allowances between fixed and variable.

Board of Directors

The Company has a President Director and 2 Directors who are jointly fully responsible for implementation of the course of all business activities of the Company.

Based on POJK No. 33/2014, the following are the duties and responsibilities of the Board of Directors:

  • Carry out and be responsible for the management of the Company or Public Company for the benefit of Company or Public Company in accordance with the aims and objectives of the Company or Public Company set out in the articles of association.
  • Organize annual GMS and other GMS as stipulated in laws and regulations and articles of association.
  • Evaluate the performance of the committee at the end of each financial year

In accordance with POJK No. 33/2014 The Board of Directors of the Company is required to hold a board of directors meeting at least 1 (one) time every month.

As for the procedure for determining and the amount of remuneration for the Board of Directors and the Board of Commissioners, namely the Board of Commissioners carry out a meeting of the Board of Commissioners attended by a majority of the number of members of the Board of Commissioners and one one of the members of the Board of Commissioners is an Independent Commissioner. Results of the Board of Commissioners meeting regarding the remuneration is stated in the minutes of meetings and documented by the Company.

The Company’s remuneration in 2022 for the Board of Commissioners and Directors is IDR 1,020,000,000.

Until the time this Prospectus was prepared, there was no training program in order to improve competency Directors followed by Directors. In the future, the Board of Directors will be active in training programs in order improve the competency of the Board of Directors.

The scope of work of each of the Directors of the Company is as follows:

  • President Director Agus Susanto is responsible for the scope of work controlling roads and direction of the Company as a whole, especially from the business side and future development of the Company of course by delegation and supervision of duties to other directors directly or indirectly
    indirectly to the managerial functions and supervisors below them.
  • Director Lili Solihah has the main scope of work responsibility in terms of the Company’s operations as a whole by carrying out instructions from the Main Director related to smooth running operational and technical as well as improvement and efficiency of the Company’s operational performance. Coordinate operations in the Company so that management runs more smoothly and tidily according to the planned objectives
    Company work.

Company Secretary

In connection with the fulfillment of POJK No. 35/2014, then based on Directors Decree No. 005/S.KU GPM/III/2023 dated 10 March 2023, the Company has appointed Agus Susanto as Corporate Secretary who carry out the duties of the Corporate Secretary.

Duties and responsibilities of the Corporate Secretary referring to POJK No. 35/2014 December 8th 2014 regarding the Corporate Secretary of Companies or Public Companies, among others, as follows:

  1. Provide input to the Board of Directors of the Company to comply with applicable regulations, including but not limited to Law number 40 of 2007 concerning Limited Liability Companies, Law number 8 of 1995 concerning Capital Markets and regulations in force in the Republic of Indonesia
    Indonesia and in accordance with corporate governance norms in general; 
  2. Follow the development of the Capital Market, especially the regulations that apply in the market sector Capital;
  3. As a liaison between the Financial Services Authority, the Indonesia Stock Exchange, stakeholders, andpublic;
  4. Maintain good relations between the Company and the mass media;
  5. Providing services to the public (investors) for any information needed by investors relating to the condition of the Company;
  6. Carry out activities that support the Company’s activities mentioned above, including reports Annual General Meeting of Shareholders, Disclosure of Information, and so on;
  7. Preparing Good Corporate Governance (GCG) practices within the Company;
  8. Maintain and prepare Company documentation, including minutes of Board of Directors Meetings and Meetings Board of Commissioners and related matter

Information regarding the Company’s Corporate Secretary:

  • Address of Corporate Secretary : Grha Prima Indonesia Building
    Jalan Tuparev No 87 A, Cirebon, West Java
  • Phone : +62 231 233500
  • Email :

Brief description of education and work experience from the Corporate Secretary:

  • Name : Agus Susanto
  • Education : Bachelor degree majoring in Economics – Accounting at the University Tarumanagara in 2000
  • Work experience
    March 2023 – present : Corporate Secretary of the Company
    September 2022 – now : President Director of the Company
    2000 – 2022 : President Commissioner of the Company
    1999 – 2000 : Auditor at KAP Hadi Sutanto and Partners (Price waterhouse Cooper – Jakarta)

Internal Audit Unit

The Company has also established an Internal Audit Unit and created an Internal Audit Charter to compile and carry out annual internal audits and other matters related to financial reports and controls internally according to their duties and responsibilities.

In accordance with POJK No.56, the Company has established an Internal Audit Unit in accordance with regulations and applicable provision. Based on Directors Decree No. 003/S.KU-GPM/III/2023 dated 10 March 2023 regarding the appointment of the Head of the Internal Audit Unit. Due to only taking office in March 2022, at the time The Prospectus has not yet been issued with an Internal Audit Unit Meeting

The Company’s internal audit charter has been prepared in accordance with POJK No.56 regarding formation and guidelines preparation of internal audit charter.
The Internal Audit Unit has the following duties and responsibilities:

  1. Develop 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 the efficiency and effectiveness in finance, accounting, operational, human resources, marketing, information technology and other activities;
  4. Provide suggestions for improvement and objective information about the activities examined for all
    management level;
  5. Make a report on the results of the audit and submit the report to the President Director and the Board
  6. Monitor, analyze and report on the implementation of follow-up improvements that have been suggested;
  7. Cooperate with the Audit Committee;
  8. Develop a program to evaluate the quality of the internal audit activities it performs; And
  9. Conducting special inspection if needed

Nomination and Remuneration Committee

The Company currently does not form a nomination and remuneration committee but a nomination and remuneration function has been carried out by the Board of Commissioners in accordance with OJK Regulation No. 34/2014. 

Risk management

In carrying out its business, the Company is faced with various risks described in Chapter V Prospectus on Risk Factors. Management has reviewed and issued policies to manage each risk. The Company implements a risk management policy that aims to minimize the influence of market uncertainty on the Company’s financial performance. To minimize these risks, The Company carries out risk management including:

  1. Main Risks That Have a Significant Influence on the Continuity of Business Activities Company

    Risk Mitigation When Distribution Contracts with Principals End

    The Company mitigates this risk by always doing the best it can to achieve sales targets
    determined by the principal can be fulfilled and apart from that the Company takes an informal approach
    by always communicating with the principal. However, if the contract is not renewed by the Principal,
    then the Company will enter into distribution agreements with other principals so that the Company’s business activities
    can walk.

  2. Business Risk

    a. Capital Adequacy Risk Mitigation
    The Company’s efforts to obtain the funding needed for working capital and spending capital as an effort to support the growth of the Company’s business activities is by means of using sources of funds from the Company’s internal and external sources. In terms of capital owned by the Company is insufficient, internal funding, namely, comes from sales proceeds the Company and if necessary the Company will ask the Shareholders to provide loans while External Funding comes from loans to banks or to third parties.

    b. Natural Disaster Risk Mitigation
    The risk of natural disasters can happen to every company and this is handled wrongly one of them is making procedures for anticipation and safety if this happens related to product delivery operations. In the event that there is a natural disaster that can damage the inventory The company then the company anticipates by insuring the inventory.

    c. Mitigating the Risk of Principal Failure to Meet the Applicable Laws and Regulations In the Industry.
    The Company believes that principals continuously follow changes and implementation regulation of all government policies that may impact its business activities. The company also believes that the principal implements good corporate governance and has a legal team who are professional and have competence in their field as an effort to be able to implement and launch compliance activities (compliance) with laws and regulations that set by the government. But if there is a failure of the principal in fulfilling the regulations the applicable laws and regulations in the industry, the Company will enter into a distribution agreement with other principals so that the Company’s business activities can run.

    d. Mitigation of Inventory Loss Risk
    The Company mitigates this risk by always trying to carry out supervision during 24 hours a day, installing CCTV and placing a warehouse head as the guarantor answer, goods that come and go are not regulated in and out so that this does not happen loss of inventory, although until now there has never been a loss supply.