Overview
The Company conducts its business activities responsibly, ethically and in compliance with prevailing rules and regulations in Indonesia. Indofood’s Corporate Governance policies were developed in line with the Indonesian laws and regulations, the Company’s Articles of Association (“AOA”) and Good Corporate Governance (“GCG”) principles, which advocate transparency, accountability, responsibility, independency and fairness.
PT Indofood Sukses Makmur Tbk (the Company) was established in the Republic of Indonesia on August 14, 1990 under its original name PT Panganjaya Intikusuma based on Notarial Deed No. 228 of Benny Kristianto, S.H. The deed of establishment was approved by the Minister of Justice of the Republic of Indonesia in its Decision Letter No. C2 2915.HT.01.01.Th’91 dated July 12, 1991, and was published in the Supplement No. 611 of State Gazette No. 12 dated February 11, 1992. The latest amendments of the Company’s Articles of Association were in connection with the changes in all terms of the Company’s Articles of Association in order to fulfill the Regulation of Financial Services Authority (“POJK”) Nomor.15/POJK.04/2020 as stipulated in Notarial Deed No. 28 of Kumala Tjahjani Widodo, S.H. M.H. Mkn, dated August 27, 2021. The amendments were approved by the Minister of Laws and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU – 0052281.AH.01.02. TAHUN 2021 dated September 24, 2021. *)
PT Indofood Sukses Makmur Tbk (the Company) was established in the Republic of Indonesia on August 14, 1990 under its original name PT Panganjaya Intikusuma based on Notarial Deed No. 228 of Benny Kristianto, S.H. The deed of establishment was approved by the Minister of Justice of the Republic of Indonesia in its Decision Letter No. C2 2915.HT.01.01.Th’91 dated July 12, 1991, and was published in the Supplement No. 611 of State Gazette No. 12 dated February 11, 1992. The latest amendments of the Company’s Articles of Association were in connection with the changes in all terms of the Company’s Articles of Association in order to fulfill the Regulation of Financial Services Authority (“POJK”) Nomor.15/POJK.04/2020 as stipulated in Notarial Deed No. 28 of Kumala Tjahjani Widodo, S.H. M.H. Mkn, dated August 27, 2021. The amendments were approved by the Minister of Laws and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU – 0052281.AH.01.02. TAHUN 2021 dated September 24, 2021. *)
Corporate Governance Structure
Based on Law No. 40 Year 2007 regarding Limited Liability Company (“Company Laws”), the Company’s organs consist of the General Meeting of Shareholders (“GMS”), the Board of Commissioners (“BOC”) and the Board of Directors (“BOD”). They are assisted by the Committees and Corporate Secretary, and play an important role in the implementation of GCG. The Company’s organs are required to perform their functions based on prevailing regulations, the AOA and the GCG principles.
General Meeting of Shareholders
The GMS is a forum where shareholders can interact with the BOC and BOD regarding Company issues that are pertinent to the meeting agenda and not conflicting with the interest of the Company. The authority of the GMS cannot be delegated to the BOC or BOD, as stipulated in the Company Law, prevailing regulations in the capital market and the AOA.
Board of Commissioners
The BOC is responsible for overseeing the Company’s management policies and advising the BOD on the strategy, management and operations of the Company. The BOC has developed the BOC Charter to guide its oversight and advisory duties. The BOC Charter outlines the legal considerations, description of duties, responsibilities and authority, values, working hours, meeting policies, competency development, performance evaluation, reporting and accountability of the BOC among other matters. The profiles of all the BOC members are here.
Board of Directors
The BOD is responsible for leading the management of the Company in delivering its business objectives, including establishing broad policies, setting out corporate strategies, as well as monitoring their implementation. The BOD has developed the BOD Charter to guide its management duties. The BOD Charter outlines the legal considerations, description of duties, responsibilities and authority, values, working hours, meeting policies, competency development, performance evaluation, reporting and accountability of the BOD among other matters. The profiles of all the BOC members are here.
Committees Structure
In performing its oversight duties, the BOC is assisted by the following two Committees:
1. Audit Committee
2. Nomination and Remuneration Committee
Audit Committee
The AC is responsible for carrying out oversight duties based on GCG principles, and advising the BOC regarding financial reporting, recommendation for the external auditor appointment, evaluation of audit engagement by the appointed external auditor, internal control system, internal audit, regulatory compliance and risk management. The activities of the AC are governed by the Audit Committee Charter, which outlines the structure, requirements and memberships; independency; duties, responsibilities and authority; methods, working procedures and policies; and the reporting process of the AC to the BOC. The current AC members were appointed by the BOC according to the resolution of the BOC on 11 November 2021.
Nomination and Remuneration Committee
The NRC is responsible for assisting the BOC in its supervisory and advisory duties related to the nomination and remuneration aspects of the BOC and BOD members. These include recommendation on nomination, development programs and performance evaluation as part of succession planning, as well as remuneration structures and policies of the BOC and BOD. The current NRC members were appointed by the BOC according to the resolution of the BOC on 24 September 2021.
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Nomination and Remuneration Committee
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| Chairman | Hans Kartikahadi Independent Commissioner |
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| Member | Benny Setiawan Santoso Commissioner Melia Setiawati General Manager of Compensation Benefit & HR Administration |
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Corporate Secretary
Victor Suhendra was appointed as the Corporate Secretary of the Company on 01 August 2018 by the Decree of the Board of Directors dated 01 August 2018. Read More
Internal Audit
The Internal Audit Division supports the Company in exercising good corporate governance practices through a systematic and disciplined approach. Its responsibilities are to evaluate and provide recommendations in regards to the effectiveness of the Company’s risk management and internal control system, as well as to ensure compliance to prevailing laws, regulations, policies and procedures. The BOD has established an Internal Audit Charter, which outlines the organization structure, scope of work, roles and responsibilities, authorities, membership requirements and code of ethics. Mr. Adrian Jogi serves as the Head of Internal Audit based on the Letter of Appointment signed by the President Director dated 22 March 2012.
Risk Management System
The Company recognizes that adequate implementation of risk management system is crucial for the management of various business risks. The goal of this system is to ensure that risks that could hinder the Company from achieving its business objectives are mitigated properly. The Company manages its risks by implementing Enterprise Risk Management (“ERM”) throughout the organization. The Board of Directors (“BOD”) is responsible for and plays an important role in ensuring successful implementation of risk management program. A top-down assessment is taken by the BOD to promote high level risk awareness.
Meanwhile a bottom-up approach, following the Company’s ERM Policy and Procedure, enables subsidiary and business unit to be responsible for its own risk assessment which is reported to the Directors and/or related Directors of the subsidiaries and business units. This two-way assessment empowers the Boards and management to identify, manage, and mitigate the risks from both the management and operational perspectives. The corporate ERM team consolidates the key risks and provides a report to the BOD and Audit Committee every semester for their review. The Internal Audit Division conducts independent reviews through routine audits to provide reasonable assurance that risks have been identified and proper mitigating controls are in place.
Meanwhile a bottom-up approach, following the Company’s ERM Policy and Procedure, enables subsidiary and business unit to be responsible for its own risk assessment which is reported to the Directors and/or related Directors of the subsidiaries and business units. This two-way assessment empowers the Boards and management to identify, manage, and mitigate the risks from both the management and operational perspectives. The corporate ERM team consolidates the key risks and provides a report to the BOD and Audit Committee every semester for their review. The Internal Audit Division conducts independent reviews through routine audits to provide reasonable assurance that risks have been identified and proper mitigating controls are in place.
Code of Conduct
The Company’s Code of Conduct (“Indofood Code of Conduct”) applies to the entire Company, including all Indofood subsidiaries (“Indofood Group”), the BOC, BOD and all employees of the Indofood Group (“Company Members”), as well as the organs supporting the Indofood Group (“Organ Support”). The Indofood Code of Conduct also serves as a reference for the subsidiaries in establishing their respective codes of conduct.
The Indofood Code of Conduct comprises a policy on Company Business Ethics and a policy on Work Ethics, applicable to all Company Members and Organ Support.
The policy on Company Business Ethics regulates the following, among others:
The policy on Work Ethics regulates the following, among others:
Any violation of the Indofood Code of Conduct shall be considered a breach of employment contract, which may result in disciplinary action. Any suspected violation of the Indofood Code of Conduct are reported through the established mechanism within the Company.
The Indofood Code of Conduct comprises a policy on Company Business Ethics and a policy on Work Ethics, applicable to all Company Members and Organ Support.
The policy on Company Business Ethics regulates the following, among others:
a. Compliance with Laws and Regulations
b. Relationships with the Shareholders
c. Relationships with the Customers
d. Relationships with the Business Partners
e. Confidentiality of Information
f. Corporate Social Responsibility
g. Environmental Conservation
h. Occupational Health and Safety
i. Fair Treatment
The policy on Work Ethics regulates the following, among others:
a. Compliance with Laws and Regulations
b. Abuse of Authority and Harsh Treatment
c. Protection and Use of Tangible and Intangible Assets
d. Other Work Outside the Company
e. Conflict of Interest and Transaction with Related Parties
f. Gratification
g. Illegal Drugs and Alcoholic Beverages/Liquor
h. Gambling
i. Weapons
j. Organizational/Political Relation
k. Insider Trading
Any violation of the Indofood Code of Conduct shall be considered a breach of employment contract, which may result in disciplinary action. Any suspected violation of the Indofood Code of Conduct are reported through the established mechanism within the Company.
