Governance

In conducting its business, the Company constantly observes and complies with the principles of Good Corporate Governance (GCG) as per provisions for a public company.

To support GCG practices, the Company has completed its governance structure, in which the Board of Commissioners has formed the Audit Committee and the Nomination and Remuneration Committee; the Board of Directors is equipped with the Corporate Secretary and Internal Audit as required by the regulation of Indonesian Financial Services Authority (Otoritas Jasa Keuangan/OJK) and the prevailing laws on publicly listed companies. The compositions of the Board of Commissioners and Board of Directors have also included the Independent Commissioner and Independent Director in accordance with the OJK and Indonesia Stock Exchange (Bursa Efek Indonesia/IDX) regulation. The Company has also defined the policies that support the practices of GCG in the Company.

Merdeka is highly committed to continuously improve its GCG practices while conducting business activities that fully comply with the prevailing laws and regulations. The company also adopts best practice governance in order to create added value for its shareholders and other stakeholders.

The Company also continues to develop its GCG policies by complementing them with all of the required elements in order to implement GCG inline with the prevailing rules and regulations.

Pursuant to complying with the prevailing rules and regulations, in 2015, the Company amended its Articles of Association to align with OJK Regulation (“POJK”) No. 32/POJK.04/2014 dated 8 December 2014 on the Plan and Convention of the General Meeting of Shareholders of a Public Company, and POJK No. 33/POJK.04/2014 regarding the Board of Directors and Board of Commissioners of a Public Company.

Pursuant to Law No. 40 Year 2007 of Company Law, the organs of the Company consist of a General Meeting of Shareholders (GMS), the Board of Commissioners and Board of Directors. These organs play a key role in the successful implementation of GCG.

The implementation of GCG by the Company is reflected in the duties and responsibilities of each organ, namely the the GMS, the Board of Commissioners and Board of Directors. The GMS agrees on important resolutions that are based on the Company’s interests, in line with the provisions of the Company’s Articles of Association and prevailing laws and regulation. The Board of Directors manages the Company while the Board of Commissioners supervises the performance of company management.

Those functions are responsible for maintaining business continuity over the long-term. As such, all organs of the Company should be able to work together to achieve the vision, mission, and values of the Company.

In performing their duties, the Board of Commissioners is assisted by supporting elements, namely the Audit Committee, and the Nomination and Remuneration Committee; while the Board of Directors is assisted by the Corporate Secretary and Internal Audit Unit. In order to effectively delegate responsibility and accountability, the Company has also established an organizational structure that is tailored to its needs.