Corporate governance

Corporate governance

Overview

The Company carries out its business activities responsibly and ethically, by complying with various rules and regulations applicable in Indonesia. Indofood's Corporate Governance Policy is prepared based on applicable laws and regulations in Indonesia, the Company's Articles of Association ("AD"), as well as the principles of Good Corporate Governance ("GCG") which prioritize aspects of transparency, accountability, responsibility and independence. and equality. 
Governance Structure
 
In accordance with Law no. 40 of 2007 concerning Limited Liability Companies ("UUPT"), the Company's organs consist of the General Meeting of Shareholders ("GMS"), the Board of Commissioners and the Board of Directors. This organ is supported by various Committees and the Corporate Secretary, and plays an important role in implementing GCG. The Company's organs carry out their functions in accordance with the provisions of applicable laws and regulations, as well as the Bylaws and GCG principles.
 

Effective Board of Directors Structure

  1. A board of directors consisting of members who have sufficient expertise, experience and independence to make strategic decisions and supervise management.
  2. There are committees under the board of directors, such as the Audit Committee, Risk Committee, Nomination Committee and Remuneration Committee, to ensure more focused supervision in certain areas.

Transparency and Accurate Reporting

  1. Provide accurate, complete and timely financial reports for shareholders and the public.
  2. Applying the principle of information openness (transparency) by providing information that is relevant and easily accessible to stakeholders.
  3. Report company activities, both positive and negative, honestly and transparently.

Implementation of Ethics and Compliance Policies

  1. Prepare and implement a company code of ethics that regulates ethical behavior at all levels of the organization.
  2. Provide a safe and confidential whistleblower system to report unethical or unlawful actions.
  3. Conduct regular compliance audits to ensure that company operations comply with internal and external regulations and policies.

Protection of Minority Shareholders

  1. Ensure that the rights of all shareholders, including minority shareholders, are protected and respected.
  2. Provide a fair opportunity for all shareholders to participate in important decision making through the general meeting of shareholders (GMS).
  3. Prohibit insider trading practices or the use of inside information for personal gain.

Effective Risk Management

  1. Identify, assess, and manage the risks a company may face, including financial, operational, reputational, and compliance risks.
  2. Develop a clear risk management policy and ensure the implementation of risk mitigation measures.
  3. Using technology and information systems to detect and manage risks in real-time.

Good Relationships with Stakeholders

  1. Develop good and transparent communication with all stakeholders, including employees, customers, suppliers, investors and the community.
  2. Implement corporate social responsibility (CSR) policies that focus on community welfare and environmental sustainability.
  3. Involve stakeholders in the decision-making process that may affect them.

Implementation of a Strong Internal Control System

  1. Develop an internal control system to ensure the accuracy and reliability of financial reports, operational effectiveness, and compliance with laws and regulations.
  2. Conduct regular internal audits to identify weaknesses in operational processes and implement improvements.

Leadership Succession Planning

  1. Develop a clear leadership succession plan to ensure the company's long-term continuity.
  2. Involving talent and leadership development programs for potential employees within the company.

Performance Assessment and Evaluation of Directors and Management

  1. Conduct regular performance evaluations of the board of directors, committees and management to ensure effectiveness in carrying out their responsibilities.
  2. Using clear and transparent performance metrics and providing appropriate incentives to achieve company goals.

Integration of Sustainability in Business Strategy

  1. Integrate sustainability aspects in company strategy and operations to ensure long-term sustainability.
  2. Implement environmentally friendly practices, energy efficiency and social responsibility in operational activities.