CONTACT US - Investor Relations :
Clara Suraya
PT Indofood CBP Sukses Makmur Tbk
P : (+62-21) 5795 8822
F : (+62-21) 5793 7373
E : clara.suraya@icbp.indofood.co.id
CONTACT US - Corporate Secretary :
Gideon A. Putro
PT Indofood CBP Sukses Makmur Tbk
P : +62-21) 5795 8822
F : (+62-21) 5793 7373
E : gideon.putro@icbp.indofood.co.id
Gideon A. Putro
PT Indofood CBP Sukses Makmur Tbk
P : +62-21) 5795 8822
F : (+62-21) 5793 7373
E : gideon.putro@icbp.indofood.co.id
OVERVIEW
PT Indofood CBP Sukses Makmur Tbk (the “Company” or “ICBP”) believes that good corporate governance (“GCG”) is pivotal to the delivery of long-term stakeholder value. The Company conducts its business activities ethically and responsibly, and in a manner that complies with prevailing rules and regulations. ICBP’s GCG policies were developed based on prevailing rules and regulations in Indonesia, the Company’s Articles of Associations (“AOA”), and key principles of GCG which advocate transparency, accountability, responsibility, independence and fairness.
ICBP was established in the Republic of Indonesia on September 2, 2009 based on the Notarial Deed No. 25 of Herdimansyah Chaidirsyah, S.H. The deed of establishment was approved by the Minister of Laws and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-46861.AH.01.01 dated December 31, 2009 and was published in Supplement No. 15189 of State Gazette No. 69 dated August 27, 2010. The latest amendments of the Company’s AOA were in connection with the changes in all terms of the Company’s AOA in order to fullfill the Regulation of Financial Services Authority (“POJK”) Nomor.15/POJK.04/2020 as stipulated in Notarial Deed No. 24 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-0052043.AH.01.02.TAHUN 2021 dated September 23, 2021. The Company’s Articles of Association may be requested through the Company’s email. *)
ICBP was established in the Republic of Indonesia on September 2, 2009 based on the Notarial Deed No. 25 of Herdimansyah Chaidirsyah, S.H. The deed of establishment was approved by the Minister of Laws and Human Rights of the Republic of Indonesia in its Decision Letter No. AHU-46861.AH.01.01 dated December 31, 2009 and was published in Supplement No. 15189 of State Gazette No. 69 dated August 27, 2010. The latest amendments of the Company’s AOA were in connection with the changes in all terms of the Company’s AOA in order to fullfill the Regulation of Financial Services Authority (“POJK”) Nomor.15/POJK.04/2020 as stipulated in Notarial Deed No. 24 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-0052043.AH.01.02.TAHUN 2021 dated September 23, 2021. The Company’s Articles of Association may be requested through the Company’s email. *)
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 BOD and the BOC. They are assisted by Committees and the 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 committees:
1. Audit Committee, and
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 23 November 2022.
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Audit Committee
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| Chairman | Adi Pranoto Leman Independent Commissioner |
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| Member |
Timotius |
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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 23 November 2022.
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Nomination and Remuneration Committee
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| Chairman | Adi Pranoto Leman Independent Commissioner |
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| Member | Franciscus Welirang President Commissioner Melia Setiawati General Manager of Compensation Benefit & HR Administration |
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Corporate Secretary
Mr. Gideon A. Putro has served as Corporate Secretary since 1 November 2014, based on the Decision Letter of the BOD dated 31 October 2014. His appointment as Corporate Secretary was reported to OJK on 1 November 2014. 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. Ms. Lily Candra 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’s Enterprise Risk Management (“ERM”) framework is based on the integrated risk management framework developed by the Committee of Sponsoring Organizations of the Treadway Commission (COSO).
Risk management is carried out through a top-down approach that involves the BOD in the evaluation of high-level risks, and a bottom-up approach where subsidiaries and business units would assess the risks specific to their operations. The Corporate ERM team comprehensively analyze and consolidates the identified key risks, and submits periodic reports capturing the risk exposures and mitigating measures to the BOD and the Audit Committee.
Risk management is carried out through a top-down approach that involves the BOD in the evaluation of high-level risks, and a bottom-up approach where subsidiaries and business units would assess the risks specific to their operations. The Corporate ERM team comprehensively analyze and consolidates the identified key risks, and submits periodic reports capturing the risk exposures and mitigating measures to the BOD and the Audit Committee.
Code of Conduct
The Company’s Code of Conduct (“ICBP Code of Conduct”) applies to the entire Company, including all ICBP subsidiaries (“ICBP Group”), the BOC, BOD and all employees of the ICBP Group (“Company Members”), as well as the organs supporting the ICBP Group (“Organ Support”). The ICBP Code of Conduct also serves as a reference for the subsidiaries in establishing their respective codes of conduct.
The ICBP 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 of the Company Members regulates the following, among others:
Any violation of the ICBP Code of Conduct shall be considered a breach of employment contract, which may result in disciplinary action. Any suspected violation of the ICBP Code of Conduct are reported through the established mechanism within the Company.
The ICBP 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; and
i. Fair Treatment;
The policy on Work Ethics of the Company Members 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; and
k. Insider Trading
Any violation of the ICBP Code of Conduct shall be considered a breach of employment contract, which may result in disciplinary action. Any suspected violation of the ICBP Code of Conduct are reported through the established mechanism within the Company.
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