Success through Good Corporate Governance

In line with the change in the company's status to a State-Owned Enterprise, Good Corporate Governance is mandatory to be adequately implemented in the company in accordance with the Regulation of the Minister of State-Owned Enterprises PER-01/MBU/2011 concerning Implementation of Good Corporate Governance in Business Entities State Owned. This implementation also plays an important role in achieving the Company's Vision and Mission. Every business activity must comply with the Corporate Governance Policy specifically designed to optimize Company Value. Not only compliance with Regulations but the principles of Good Corporate Governance are also adopted into the corporate culture to protect stakeholders' interests.

Transparent governance for trust and accountability 

We are committed to continuing and consistently implementing Good Corporate Governance in all business aspects to improve the company's performance for sustainability in today's highly competitive and dynamic business era. Stakeholders expect better corporate governance, enhancing the company's business based on transparency, accountability, responsibility, independence, and fairness.

The Board of Commissioners through the Company's committee evaluates the management of the Company. In conducting the evaluation, the Board of Commissioners through the audit committee has the authority to:

  1. Full and unlimited access to records or information on personnel, asset data and other Company resources related to the implementation of its duties.
  2. In carrying out its authority, the audit committee cooperates with the SPI.
  3. The audit committee can communicate directly with employees, including the Board of Directors and parties carrying out internal audit functions, risk management, and Public Accountants regarding the duties and responsibilities of the audit committee.
  4. If necessary, for certain problems with the written approval of the Board of Commissioners, the Audit Committee may request assistance or request input, explanations and professional opinions from experts and/or consultants to assist the audit committee at the Company's expense.
  5. The audit committee has the authority to follow the process of determining/appointing external auditors, determine external auditor compensation, propose external auditor candidates to be determined by the Board of Commissioners, and propose the dismissal of external auditors at the GMS.
  6. With the knowledge of the Board of Commissioners, the audit committee may request the presence of the Board of Directors, officials, employees, and Public Accountants in audit committee meetings.
  7. The audit committee through the Board of Commissioners may request external or internal parties to conduct special examinations/investigative audits if necessary.
  8. Carry out other authorities granted by the Board of Commissioners

Ethical Practices Driving Responsible Decision-Making

As part of its implementation efforts, the Company has developed and issued various supporting instruments (soft structures), including:

  1. Code of Good Corporate Governance (Code of CG)
  2. Code of Conduct / Corporate Ethics Guidelines
  3. Charter of the Board of Commissioners
  4. Charter of the Board of Directors
  5. Additional policies concerning the management of the Whistleblowing System (WBS), Gratification Control, Anti-Bribery Management System, and State Official Asset Disclosure (LHKPN)

GCG is a company that needs to achieve added value for Shareholders and Stakeholders as well as to increase the company's competitiveness. Therefore, the company has issued GCG Guidelines as a guide in determining and implementing Company policies.

Board of Directors Meetings

As part of its decision-making framework, the Board of Directors ensures the consistent application of Good Corporate Governance (GCG) principles through its official meetings. These meetings are conducted in line with prevailing laws and regulations, as well as best business practices. The Board is committed to ensuring the following:

  1. The Board Director Meeting have been arranged prior to following calendar year
  2. Board meetings are held at least once a month, typically during the second week of each month.
  3. Additional meetings may be convened at any time if:
    1. Initiated by one or more members of the Board of Directors;
    2. Requested in writing by one or more members of the Board of Commissioners; or
    3. Requested in writing by one or more shareholders representing at least 10% of the total voting shares.
Remuneration and Honorarium

To recognize the roles, responsibilities, and contributions of the Board of Commissioners and the Board of Directors, the Company provides remuneration and honorarium in compliance with applicable laws and regulations. These are designed to be fair, competitive, and performance-based, encouraging accountability and motivation in fulfilling their duties.

Remuneration and honorarium are linked to annual performance outcomes and KPIs, as well as dividend contributions or other performance indicators established by the shareholders.

In accordance with the Regulation of the Minister for State-Owned Enterprises, members of the Board of Commissioners and the Board of Directors are eligible to receive remuneration or honorarium through the RUPS of Approval Annual Report, provided that:

  1. The external auditor issues an Unqualified Opinion (WTP);
  2. The company achieves a financial health rating of at least BBB;
  3. KPI achievement reaches a minimum of 80%;
  4. For previously loss-making SOEs, there is no further deterioration; and for previously profitable SOEs, performance does not decline, excluding factors beyond management control.
Talent Nomination

The Board of Commissioners through the NRPRGCG committee periodically reviews and evaluates the talent system carried out by the Board of Directors. Furthermore, it validates and calibrates the talents proposed by the Board of Directors to the Board of Commissioners as selected talents to produce a list of Company talents including members of the Board of Directors, President Directors who will be nominated by the Board of Commissioners to Shareholders.

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The Code of Conduct (CoC) serves as a reference and foundation for carrying out duties and responsibilities, and is an integral part of implementing Good Corporate Governance (GCG). All members of INALUM—including the Board of Commissioners, the Board of Directors, and all employees—are required to comply fully with the Company's Code of Conduct.

This Code of Conduct is designed to ensure that all levels within the Company are committed to upholding GCG principles. This commitment is also formalized through the signing of a document known as the "INSAN INALUM Commitment Declaration." annualy. The Company continuously promotes awareness and understanding of the Code of Conduct across INSAN INALUM to deepen comprehension of its application in daily business practices. The Code also establishes ethical standards for every INSAN INALUM in both internal and external interactions.

To ensure the continued relevance and effectiveness of the Code of Conduct, the Company undertakes the following monitoring measures:

  1. The Company consistently strives to embed the Code of Conduct as part of its corporate culture and core values, ensuring that all business activities are grounded in ethical principles and reflected in the behavior of every INSAN INALUM, both within and outside the organization.
  2. Strict enforcement of sanctions for violations of the Code of Conduct.
  3. Implementation of the Anti-Bribery Management System (SMAP) in accordance with ISO 37001:2016, reinforcing the Company’s ongoing commitment to best business practices that emphasize ethical values and integrity in every role, function, and responsibility. This commitment is further reflected in the Company’s Governance Implementation Policy, particularly through the adoption of ISO 37001:2016.
  4. Operation of an independent Whistleblowing System (WBS) to report ethical violations confidentially and securely.

To easily access the Code of Conduct document, INALUM provide the document on internal company’s website namely IGCS (INALUM GCG & Compliance System).

PDF - Download INALUM Articles of Association PDF - Download INALUM's GCG Guidelines PDF - Download the INALUM Code of Conduct

The company has issued the Charter of the Board of Commissioners and Board of Directors. This charter was created as a guide in carrying out duties and responsibilities based on GCG principles.

1. Charter of the Board of Commissioners

The Charter of the Board of Commissioners (Board Manual) serves as a guiding framework for the Board of Commissioners in performing its duties and responsibilities. In line with the evolving business environment and increasingly complex governance requirements, this Charter has undergone a number of updates, the latest of which was completed in June 2024. The revisions reflect the strengthened strategic role of the Board of Commissioners in overseeing risk management, internal audit functions, accounting practices and financial reporting, quality and service improvements, procurement governance, and human capital management, including employee career planning and development. Additionally, the Charter incorporates enhancements to the follow-up process on the results of Good Corporate Governance (GCG) assessments within the Company.

This Charter also sets out provisions regarding the composition of the Board of Commissioners, term of office, concurrent positions, and the procedures for appointment and dismissal through the General Meeting of Shareholders (GMS), as well as the resignation process. It further regulates policies concerning orientation programs for new members, division of duties and authorities among members, decision-making mechanisms, rules of procedure for meetings, and the roles of supporting organs such as the Secretariat of the Board of Commissioners and the Audit Committee. The Company’s commitment to strengthening the capabilities of the Board of Commissioners is manifested through ongoing training and continuous learning programs.

Moreover, this Charter underscores the importance of managing potential conflicts of interest. Any member of the Board of Commissioners who is in a situation that indicates or may give rise to a conflict of interest is required to make a full disclosure and recuse themselves from the relevant decision-making process.

PDF - Download the Charter of the Board of Commissioners

 

2. Charter of the Board of Directors

The Charter of the Board of Directors (Board Manual) was ratified in 2014 and developed to ensure that the duties, authorities, and working mechanisms of the Board of Directors are carried out efficiently, effectively, and consistently, while upholding the principles of Good Corporate Governance (GCG). This guideline was updated in June 2024, in alignment with best business practices and applicable laws and regulations. The objectives of this Charter are to:

  1. Clearly define the duties and responsibilities of the Board of Directors, as well as the working relationship between the Board of Directors and the Board of Commissioners.
  2. Facilitate a better understanding by the supporting organs under the Board of Directors and the Board of Commissioners of their respective roles and responsibilities, as well as the interactions among these corporate bodies.

The INALUM Board of Directors Charter includes, among other things: legal basis, core principles, and procedures governing the working relationship with the Board of Commissioners; provisions regarding the positions of Directors; duties and authorities of the Board of Directors, including matters requiring the approval of the Board of Commissioners and/or the General Meeting of Shareholders (GMS); obligations of the Board; procedures for the preparation and submission of the Company’s Long-Term Plan and the Work Plan and Budget; risk management and internal control systems; meetings and decision-making of the Board of Directors; supporting functions such as the Internal Audit Unit and Corporate Secretary; relationships with subsidiaries; corporate orientation programs; and other provisions that govern the execution of the Board’s duties and functions.

To maintain accountability, professionalism, and the integrity of the Board of Directors in the performance of its duties, the Charter also provides for the management of potential conflicts of interest. Conflict of interest controls are implemented, among others, through:

  1. The signing of a Conflict of Interest Declaration;
  2. Recusal from decision-making processes by any member of the Board of Directors who is, or is potentially, in a situation of conflict of interest.
PDF - Download the Board of Directors Charter

The Board of Commissioners (BOC) consists of 5 (Five) people who have collective duties and responsibilities to monitor and advise the Board of Directors and ensure the implementation of GCG in the Company. As for the Board of Directors (BOD) consists of 4 (four) people who have full responsibility for the Company's operations for the benefit of the Company. The BOD includes the President Director, Business Development Director, Executive Director of Operations and Production, Finance Director, and Executive Director of Human Resources. Also, no less important is the Audit Committee which is a supporting organization of the Board of Commissioners that serves to support the achievement of the duties of the Board of Commissioners. The Audit Committee plays an independent role in carrying out its duties and is directly responsible to the Board of Commissioners.

PT Indonesia Asahan Aluminum is committed to implementing gratification control to support efforts to eradicate corruption within INALUM. This commitment is realized by the issuance of a Statement of Commitment to Implement Gratification Control which contains the basic principles of PT INALUM, a statement that the company will always implement and carry out the gratification control function, prepare a budget for the implementation of gratification control, provide human resources as gratification control implementers, and cooperate with The Corruption Eradication Commission to keep the reporter's data confidential.

PDF - Anti Bribery Management System (ABMS) INALUM