Good Corporate Governance

Audit Committee

The Audit Committee functions to support the Board of Commissioners in performing its oversight duties in accordance with prevailing requirements of OJK Regulation No.55/POJK.04/2015, 29 November 2015, regarding the Establishment and Guidelines for the Work of Audit Committees, and the Indonesia Stock Exchange – pertaining to the integrity of financial report, risk management and internal control; compliance with legal and regulatory requirements; the external auditor’s performance, qualifications and independence; and the performance of the internal audit function. The Audit Committee, however, functioned independently.

Members of the Company’s Audit Committee are elected by the Board of Commissioners. The Chairman of the Audit Committee also acts as the Company’s Independent Commissioner who reports directly to the Board of Commissioners. All members of Audit Committee intensively attend meetings which are scheduled every quarter (4 times a year) to review the effectiveness of internal audit functions, evaluate the effectiveness of audit implementation by external auditor, review all financial statement, and evaluate effectiveness of internal control – as specified in the Audit Committee Charter.

In 2022, the Audit Committee members were:

Sri Indrastuti Hadiputranto (Chairman)

Indonesian citizen, born on 29 October 1943. She earned her Bachelor of Law in 1970 from Universitas Indonesia and Master of Law in 1981 from The University of Washington, USA. She has served as Independent President Commissioner of the Company since 2020.

Suwandi (Member)

Indonesian citizen, born on 6 April 1978. He earned his Bachelor’s Degree from Faculty of Economics, majoring in Accounting in 2000 from Tarumanegara University. He has served as member of Audit Committee of the Company since 2022.

Imam Sugiarto (Member)

Indonesian citizen, born on 15 July 1959. He earned his Diploma in Accountancy in 1988 from Sekolah Tinggi Akuntansi Negara. He has served as a member of Audit Committee of the Company since 2020.

During 2022 the Audit Committee has carried out their functions and responsibilities pursuant to the Audit Committee Charter.

Appointment of Chairman and Members of the Audit Committee was based on Resolution of Board of Commissioners’ meeting on September 2nd, 2022. The Audit Committee’s term of duty for this period will end at the closing of the 2024 AGMS.

The Audit Committee did not attend any training/competence development program in 2022.

Risks & how we manage

MAP is subject to variety of risks. It is crucial for the company to identify and control these risks to optimize shareholder value and ensure that a proper system of checks and balances is in place to effectively manage the risks without inhibiting business flexibility and operation.

Set forth below are some of the major risk factors associated with the Company. Additional risks not presently known to the Company, or currently deemed less material, may also have an adverse effect on the business.

Economic Risks

MAP’s operation is highly susceptible to the state of domestic, regional and global economic conditions. Changes in consumer confidence and the health of the economy may have a material adverse effect on our business in many ways, including slowing demand for our products and ultimately, our financial performance. To mitigate exposures to such risks, external economic outlook is carefully considered and continuously monitored when developing strategies. We have a planning and management review process (including periodic monitoring of budgets and expenditures) to respond to changes in economic conditions.

WHISTLEBLOWING SYSTEM

To encourage good governance, the Company provides a reporting system that can be used by all employees to report suspicions or violations of the code of ethics. The Company encourages all employees not to hesitate in reporting acts of theft, assault, bullying, falsification of documents, and other violations of the code of ethics.

Report can be submitted by employees via hotline, Whatsapp, or email that has been socialized to employees. The Company guarantees the confidentiality of the identity of the whistleblower and the contents of the report, and guarantees that all whistleblower will be free from intimidation, dismissal, anxiety or other detrimental actions caused by the report.

Reports from the whistleblower system will be received by the whistleblower team, which will investigate all reports received to determine the accuracy of the information provided by the complainant. If the report proves to be accurate and there is a violation of the code of ethics, the whistleblower team, together with the Human Capital team, the Operations team and the Industrial Relations team will carry out further investigations to determine whether the case in question can be resolved internally through imposition of sanctions, or needs to be handed over to the authorities.

Violation and Follow Up

Throughout 2022, the Company did not receive any complaint that was submitted to the whistleblowing system.

Nomination and Remuneration Committee

Remuneration and Nomination Committee

The Company established a Nomination and Remuneration Committee pursuant to the Decree of Board of Commissioners dated 6 March 2015 concerning the Appointment and Establishment of New Nomination and Remuneration Committee Members. With the Committee’s establishment, the Company indicated its regulatory compliance, particularly with FSA Regulation No. 34/POJK.04/2014 dated 8 December 2014, concerning the Nomination and Remuneration Committee of Issuer or Public Company.

The Nomination and Remuneration Committee is intended to support the supervisory function of the Board of Directors’, Board of Management and employees’ nominations, and their remunerations.

The Company ensures that all of the Nomination and Remuneration Committee members always act in independent manner and have no financial relationship with the Company, unless remuneration which is entitled to be paid for their services as the members of Nomination and Remuneration Committee.

The criteria and rules for the appointment of members of the Nomination and Remuneration Committee are discussed and decided at the General Meeting of Shareholders.

a. Structure and Membership

In 2022, structure of the Nomination and Remuneration Committee consist of:

G.B.P.H. H. Prabukusumo, S.Psi (Chairman)

Indonesian citizen, born in 1954. He earned his Bachelor’s Degree in Psychology from Universitas Gajah Mada, Yogyakarta in 1996. He has served as Chairman of the Nomination & Remuneration Committee of the Company since 2018.

Johanes Ridwan (Member)

An Indonesian citizen born in 1965, Johanes Ridwan earned a Bachelor’s degree from the Faculty of Law, University of Indonesia, in 1990.

Kiswati (Member)

Indonesian citizen, born in 1965. Prior to joining MAP, Ms. Kiswati held key positions in other companies, including PT Sulindafin and PT Tolino. She earned her Bachelor Degree from (STIE). She has served as a member of the Nomination & Remuneration Committee of the Company since 2018.

Appointment of Chairman and Members of the Nomination & Remuneration Committee was based on the decision of the Board of Commissioners of PT MItra Adiperkasa Tbk, dated November 8th, 2022. The Remuneration & Nomination Committee did not attend any training/competence development program in 2022.

b. Duties and Responsibilities

The Committee is responsible for the following duties:

I. Nomination Functions:

1. Make recommendations to the BOC on:

a. Composition and nomination procedure of membership of the BOD and/or BOC;

b. Required policies and criteria for nomination procedure

c. Performance evaluation policies for BOD and/or BOC

2. Assist the BOC in evaluating the performance of the BOD and/or BOC based on the prepared benchmarks

3. Make recommendations to the BOC on programs for developing the capabilities of the BOD and/or BOC

4 Propose to the BOC any candidate who might qualify as a member of the BOD or BOC to be submitted to the general meeting of shareholders (“GMS”)

II. Remuneration Functions:

1. Make recommendations to the BOC on

a. Remuneration Structure

b. Policy on remuneration

c. Amount of remuneration

2. Assist the BOC in evaluating the performance of the BOD and/or BOC in accordance with their remunerations.

c. Frequency and Attandance

The Nomination and Remuneration Committee met 3 times in 2022, representing attendance rate of 100%.

d. Performance Assessment of Members of the Boards of Commissioners and Directors

The individual performance of the members of the Board of Commissioners and the Board of Directors is assessed on annual basis by the Nomination and Remuneration Committee.

e. Remuneration Policy for Members of the Boards of Commissioners and Directors

The General Meeting of Shareholders authorized the Board of Commissioners to design, establish and execute the remuneration system, including honorarium, allowances, salaries, bonuses and other remuneration for members of the Company’s Board of Directors.

The following factors are included in the calculation of remuneration of the Board of Commissioners and Board of Directors for the year 2022, which was approved at the Annual General Meeting of Shareholders on 28th July 2022: individual performance, the Company’s results, market competitiveness, the Company’s financial capacity, and other matter.

In 2022 the total remuneration for members of the Board of Commissioners amounted to Rp11,284 million, and for members of the Board of Directors and key personnel amounted to Rp352,569 million.

GUIDELINES OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS

Board of Commissioners

1. Work Ethics
   The Board of Commissioners is elected and appointed by the General Meeting of Shareholders to represent the interest of shareholders. Mainly to carry out supervision towards discretion of the Company’s management performed by Board of Directors, to provide advice to Board of Directors in implementing Company’s management and to ensure the implementation of Good Corporate Governance (GCG) in all Company’s activities, at all levels, across the Organization. In performing its supervisory duties, The Board of Commissioners is not involved in the decision-making of the Company’s operational activities, except under provision of Articles of Association or provision of laws of regulations.
   The Board of Commissioners is obliged to perform its duties and responsibilities independently, in order to support the effectiveness of its duties and responsibilities, the Board must create a supporting committee in which all members are considered independent. The Independent Commissioners and other independent members are intended to create a check and balance system, to avoid any conflict of interests in the implementation of their duties and to protect the interests of stakeholders, especially funders and minority shareholders.
2. Work Hours
   The Board of Commissioners is obliged to provide sufficient time to carry out their duties and responsibilities optimally. Indicators are based on allocated working time for each relevant member, and level of attendance at relevant meeting.
3. Meetings
   1. Meeting Arrangements
      1. The Board of Commissioners is obliged to meet with Board of Directors at least 1 (one) time in every quarter.
      2. The Board of Commissioners is obliged to conduct a meeting at least 1 (one) time in every 2 (two) months.
      3. Meeting of the Board of Commissioners can be convened if majority of members are in attendance. Physical attendances of all Board of Commissioners members are compulsory in the event of strategic policy evaluation/stipulation and realization of Company’s business plan.
      4. Attendance of Board of Commissioners members in the meeting must be stipulated in the Company’s annual report.
      5. In the event that a Board of Commissioners member is unable to attend a meeting, then the member may attend the meeting through electronic conferencing, by completing the following:
         1. Basis of the meeting decision through electronic conferencing;
         2. Evidence of meeting through the use of recording;
         3. Minutes of meeting signed by all Board of Commissioners members, both that attend physically and through teleconferencing.
      6. The Board of Commissioners shall schedule a meeting of the Board of Commissioners for the following year before the end of the financial year.
   2. Meeting Location
      Meeting of Board of Commissioners may take place in the Company’s headquarters or at the Company’s main operational activities.
   3. Requesting and Summoning for Meeting
      1. Subject who may request for a Board of Commissioners meeting:
         1. President Commissioner.
         2. 2 (two) or more Board of Commissioners members.
         3. Request from the Board of Directors’ meeting.
      2. Summoning of the Board of Commissioners meeting is done through a meeting invitation signed by the President Commissioner, or if unavailable, must be signed by another member of the Board of Commissioners.
      3. Invitation to the meeting is delivered by the Corporate Secretary, and shall stipulate the following:
         1. Meeting Agenda;
         2. Date and Time;
         3. Location and Execution of Meeting.
      4. Delivery of invitation to all Board of Commissioners members may be submitted directly (fax, email), or through a written letter along with a receipt/confirmation, at least 3 (three) days prior to the date of the meeting. Receipt/confirmation of the invitation must be well kept/documented by the Corporate Secretary.
      5. Board of Commissioners’ meeting may be conducted even without the attendance of the President Commissioners, and does not require a written statement by the President Commissioner, but on the condition that a minimal ½ (half) of all current Board of Commissioners members attend.
      6. The summon is not required (through invitation) and may be held anywhere and is entitled to make a legal and binding decision if all Board of Commissioners member are in attendance or represented through a power of attorney to other Board of Commissioners members.
      7. The Meeting agenda are set based on matters that will be brought by the Board of Commissioners, Board of Directors, or Shareholders).
   4. Meeting Preparation
      1. Corporate Secretary must prepare the materials required for the Board of Commissioners meeting, including among others:
         1. Presentation file (soft copy dan hard copy)
         2. Hardware equipments including computer, infocus, laser pointer, etc.
      2. Should the Meeting Agenda is derived from the Board of Directors’ request, members of the Board of Directors must propose a written Meeting Agenda and signed by the relevant Director to be handed to the Corporate Secretary.
      3. In the event the meeting is cancelled by the Meeting Organiser, then the cancellation must be informed to the Corporate Secretary through a written letter 2 (two) working days prior to the day of the meeting.
      4. Corporate Secretary may act as a recorder of the minutes of a meeting.
      5. Aside from the Board of Commissioners members, recorder of the minutes of meeting, and other guests included in the invitation, other Staff/Officials may not enter the room except with agreement from the Attendees.
   5. Execution of Meeting
      1. The meeting shall be chaired by the President Commissioner, and if the President Commissioner is unable to attend, the meeting shall be chaired by an appointed member of the Committee.
      2. If there is an urgency that a Staff/Official must see a Board of Commissioners member attending the meeting, then the related Staff/Official must first seek permission from the Corporate Secretary.
      3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced the an Alternate Director.
      4. If there is an additional agenda that will be presented that was not formerly included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Commissioners members, with the result of the decisions to be included in the minutes of meeting.
   6. Decision of Meeting
      1. Decision of the Board of Commissioners Meeting shall be conducted by consensus.
      2. Decision of the Meeting is considered legal and binding if ½ (half) of the Board of Commissioners members that are in attendance or represented at the meeting.
      3. If there is a failure to attain mutual consensus, the decision shall be adopted based on majority votes. Decision of the Meeting is considered legal if approved by more than 50% (fifty percent) of the Board of Commissioners members that are in attendance and/or represented at the meeting. In the case of unattained votes, the proposal is consideren rejected.
      4. All decisions made at the Board of Commissioners Meeting are binding to all Board of Commissioners members.
      5. Each Board of Commissioners member is entitled to have 1 (one) vote and an additional 1 (one) vote for each Board of Commissioners member they may represent based on Power of Attorney Letter. Any member that may have a conflict of interest is prohibited from casting their vote.
      6. Any Board of Commissioners member may express dissenting opinions in the Meeting along with a clear reason.
      7. Casting of votes towards someone is done by closed ballot without any signature.
      8. The Board of Commissioners may also make a valid decision without conducting a Board of Commissioners Meeting, with provision that all Board members are informed through a written letter and have given their approval on the proposed matter on a written letter along with their signatures. The decision made through the above method has the same power as the Meeting.
   7. Minutes of Meeting
      1. Resolution of the Board of Commissioners Meeting shall set forth in the minutes of meeting, including any dissenting opinion with its related reason.
      2. The Minutes of Meeting must be submitted within a maximum 3 (three) working days after the Board of Commissioners’ Meeting.
      3. The Minutes of Meeting must be signed by the Chairman of the Meeting and one of the Board of Commsioners’ member at the event of the Meeting.
      4. The signed Minutes of Meeting must be distributed to all Board of Commissioners members in a closed envelop and signed as “Confidential“. All Board members is given the chance to convey their objections and or corrections at least 10 (ten) days after Minutes of Meeting submission.
      5. The Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

Directors

1. Work Ethics
   The Board of Directors is an organ of the Company, which is fully authorized and responsible for the management of the Company for the benefit of the Company, in accordance with the purpose and objective of the Company and shall represent the Company both inside and outside the court in accordance with the provisions of the Articles of Association.
   In carrying out the management of the Company, Members of the Board of Directors are prohibited to confer their duties through a Letter of Attorney to another party, resulting in transfer of duties and functions. Board of Directors members are obliged to ensure the implementation of GCG in all Company’s activities, at all levels, across the Organization, by creating the required Working Committees. The Board of Directors is responsible for the implementation of their duties to the shareholders through General Meeting of Shareholders, and is personally liable for any loss of the Company caused by the fault or negligence of the Directors in performing their duties.
2. Work Hours
   The Directors must provide sufficient time to run and is responsible for the management of the Company in accordance with the Company’s working hours.
3. Meetings
   1. Meeting Arrangements
      1. The Directors are obliged to meet with the Board of Commissioners at least 1 (one) time in every quarter.
      2. The Directors are obliged to hold periodic meeting at least 1 (one) time in every month.
      3. Meeting of the Directors may be held if attended by a majority of all members of the Directors.
      4. Attendance of Board of Directors members in the meeting must be stipulated in the Company’s annual report.
      5. In the event a meeting is held outside the scheduled timing, the Meeting Agenda must be distributed to all attendances prior to the meeting.
      6. The Directors’ meeting must be convened in the event of any strategic policy and decision making changes, including decisions that may significantly affect the Company’s financial and/or relate to budget, Organization Structure, and/or third party.
      7. All Directors must physically attend the meeting, and any absent of a Board of Directors’ member must be accompanied by a written letter, along with a reason of absence.
      8. The Directors shall schedule a meeting of the Board of Directors and a Joint Meeting with the Board of Commissioners for the following year, before the end of financial year.
   2. Meeting Location
      Meeting of Board of Directors may take place in the Company’s headquarters or at the Company’s main operational activities, or anywhere else. Results from the Meeting are eligible and binding.
   3. Requesting and Summoning for Meeting
      1. Subject who may request for a Board of Directors meeting:
         1. President Director.
         2. 1 (one) or more Board of Directors members.
         3. Board of Commissioner meeting.
         4. A written request from 1 (one) shareholder or more who collectively represent 1/10 (one tenth) part of the entire shares with legal voting rights.
      2. Invitation to the meeting is summoned and signed by the President Director or an Alternate Director, in the event of the President Director is unavailable.
      3. Invitation to the meeting is delivered by the Corporate Secretary, minimal 1 (one) working day prior to the meeting. The invitation shall stipulate the following:
         1. Meeting Agenda
         2. Date and Time
         3. Location of Meeting
      4. Corporate Secretary delivers the invitation to the Directors along with a receipt. The receipt will then be kept by the Corporate Secretary.
      5. The Directors Meeting may be conducted without a prior invitation, and may be held anywhere, and is entitled to make a legal and binding decision if all Directors are in attendance or represented through a power of attorney.
      6. The Meeting Agenda are set based on matters that will be brought by the subject who requests the meeting.
   4. Meeting Preparation
      1. Corporate Secretary must prepare the materials required for the Board of Directors meeting, including among others:
         1. Presentation file (soft copy dan hard copy)
         2. Hardware equipments including computer, infocus, laser pointer, etc.
         3. List of attendance
      2. Materials to be presented in the meeting must be delivered (in hard copy) along with the invitation to the meeting.
      3. If there is a Working Unit that will perform a presentation, then the Director of the related Working Unit must be present at the time of the presentation, and the Working Unit must attain approval from the related Director.
      4. The related Director must state in a written format the Meeting Agenda, the related Form must be signed by the related Director and handed to the Corporate Secretary.
      5. If a Director is unable to attend, the related Director must inform the Corporate Secretary at least 1 (one) day prior to the meeting.
      6. Corporate Secretary may act as a recorder of the minutes of meeting.
      7. Aside from the Directors, recorder of the minutes of meeting, and other guests included in the invitation, no one is allowed to enter the room.
   5. Execution of Meeting
      1. The meeting shall be chaired by the President Director. If the President Director is unable to attend, the President Director shall appoint another member of the Board to chair the meeting.
      2. If there is an urgency that a Staff/Official must see a Board of Directors member, then the related Staff/Official must first seek permission from the Corporate Secretary.
      3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced by an Alternate Director.
      4. If there is an additional agenda that will be presented that was not previously included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Directors members, with the result of the decisions to be included in the minutes of meeting.
   6. Decision of Meeting
      1. Decision of the Board of Directors Meeting shall be conducted by consensus.
      2. Decision of the Meeting is considered legal and binding if ½ (half) of the Board of Directors members are in attendance or represented at the meeting.
      3. If there is a failure to attain mutual consensus, the decision shall be adopted based on majority votes.
      4. All decisions made at the Board of Directors meeting are binding to all Board of Directors members.
      5. Each Board of Directors member is entitled to have 1 (one) vote and an additional 1(one) vote for each Board of Directors member they may represent based on Power of Attorney Letter.
      6. Any Board of Directors member may express dissenting opinions in the Meeting along with a clear reason.
      7. A Director who has a conflict of interest should not be involved in the process of decision making related to the matter in which he/she has a conflict.
      8. Casting of votes towards someone is done by closed ballot without any signature.
      9. The Board of Directors members are able to adopt the decision without conducting a Board of Directors meeting, by informing Board of Directors members in writing and all members approved the proposal submitted in writing by signing the circular resolution.
      10. The decision made in the above communication is valid and has the same legal authority with the decision made in the Board of Directors meeting.
   7. Minutes of Meeting
      1. The resolutions of the Board of Directors meeting must be written clearly in minutes of meetings, and will be distributed amongst all Board of Directors members and documented properly. Dissenting opinions occurring the meetings of the Board of Directors must be clearly contained the minutes of meetings accompanied by the reasons for such dissenting opinions.
      2. The resoluctions of Joint Meeting between the Board of Directors and the Board of Commissioners must be written clearly in minutes of meetings, signed by attended Commissioners and Directors, and distributed to all Board of Commissioners and Board of Directors members, and documented properly, including any dissenting opinions occurred at the meeting accompanied by the reasons for such dissenting opinions.
      3. If there is a member that does not wish to sign the Minutes of Meeting, said member must state the reason in a written letter that will be attached to the Minutes of Meeting.
      4. The minutes of meeting serve as valid evidence about the decision taken at the meeting.
      5. The minutes of meeting will be distributed within 2 (two) working days after the meeting held.
      6. The signed Minutes of Meeting must be distributed to all Board of Directors members in a closed envelop and signed as “Confidential“. All Board members are given the chance to convey their objections and or corrections at least 10 (ten) days after Minutes of Meeting submission.
      7. The Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

Joint Meeting between Board of Directors and Board of Commissioners

1. Meetings
   1. Meeting Arrangements
      1. The Board of Directors shall meet with the Board of Commissioners regularly at least once every four months.
      2. Attendance of Board of Commissioners and Directors members in the meeting must be stipulated in the Company’s annual report.
      3. The Board of Directors shall schedule a meeting with the Board of Commisioners for the following year before the end of the financial year.
   2. Meeting Location
      The Joint Meeting may take place in the Company’s headquarters or at the Company’s main operational activities, or anywhere else. Resolutions of the Meeting are eligible and binding.
   3. Requesting and Summoning for Meeting
      1. Subject who may request for a Joint Meeting:
         1. President Commissioner
         2. 2 (two) or more Board of Commissioners members.
         3. President Director.
         4. Board of Commissioners meeting.
         5. Request from the Board of Directors meeting.
         6. 2 (two) or more Board of Directors members.
      2. Summoning of the invites is done through a meeting invitation signed by the President Commissioner or the President Director, in the event that the President Commissioner is unavailable.
      3. Invitation to the meeting is delivered by the Corporate Secretary, and shall stipulate the following:
         1. Meeting Agenda;
         2. Date and Time;
         3. Location of Meeting;
      4. Delivery of invitation to all Board members is submitted by the Corporate Secretary, it may be submitted directly (fax, email) or through a written letter along with receipt/confirmation, at least 3 (three) working days prior to the date of the meeting. Receipt/confirmation of the invitation must be well kept/documented by the Corporate Secretary.
      5. Joint Meeting may be conducted even without the attendance of the President Commissioner, and does not require a written statement by the President Commissioner, but on the condition that a minimal ½ (half) of all current Board of Commissioners members attend.
      6. The summon is not required (through invitation) and may be held anywhere, and is entitled to adopt a legal and binding resolution, if:
         1. Meeting is attended by all Board of Commissioners members or if unavailable, the Director is represented by another Board of Commissioner member based on the power of attorney letter;
         2. Meeting is attended by all Board of Directors members or if unavailable, the Director is represented by another Board of Director member based on the power of attorney letter;
         3. The party requesting the meeting attends or represented.
      7. Meeting Agenda are set based on matters that will be brought by the Board of Commissioners, Board of Directors, or Shareholders).
   4. Meeting Preparation
      1. Invitation and Meeting Agenda to the Joint Meeting must be delivered to each member of the Board of Commissioners and Board of Directors at least 5 (five) days before the meeting is convened.
      2. Corporate Secretary must prepare the materials required for the Joint Meeting, including among others:
         1. Presentation file (soft copy dan hard copy)
         2. The material for the Joint Meeting must be received by the Corporate Secretary at least 3 (three) days before the meeting is convened, and delivered to the invitees at least 2 (two) days before the meeting is convened.
         3. Hardware equipments including computer, infocus, laser pointer, etc.
         4. If the Meeting Agenda is submitted by the Board of Directors, then all Board of Directors members must fill in the Proposal of Meeting Agenda Form (Attachment 1). This form must be signed by the related Board of Director member and submitted to the Corporate Secretary.
      3. If the party requesting the meeting cancelled, then such cancellation must be inform to the Corporate Secretary 2 (two) days before the meeting is convened.
      4. Corporate Secretary may act as a recorder of the minutes of meeting.
      5. Aside from the Board of Commissioners members, Board of Directors members, recorder of the minutes of meeting, and other guests included in the invitation, no other Staff/Officials may enter the room except with approval from the Attendees.
   5. Execution of Meeting
      1. The meeting shall be chaired by the President Commissioner, and if the President Commissioner is unable to attend, the President Commissioner may appoint another Board of Commissioners member to chair the meeting.
      2. If there is an urgency that a Staff/Official must see a Board of Commissioners or Board of Directors member attending the meeting, then the related Staff/Official must first seek permission from the Corporate Secretary.
      3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced the an Alternate Director.
      4. If there is an additional agenda that will be presented that was not formerly included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Commissioners and Board of Directors members, with the result of the decisions to be included in the minutes of meeting.
   6. Decision of Meeting
      1. Decision of the Joint Meeting shall be conducted by consensus.
      2. Decision of the Meeting is considered legal and binding if ½ (half) of Board of Commissioners members, and ½ (half) of Board of Directors members are in attendance or represented at the meeting.
   7. Minutes of Meeting
      1. Resolutions of the Joint Meeting shall be set forth in the minutes of meeting, must be submitted within a maximum 3 (three) working days after the meeting is convened, signed by all attending Board of Commissioners and Board of Directors members, and distributed to all Board of Commissioners and Board of Directors members.
      2. If there is a Board member that does not wish to sign the Minutes of Meeting, said member must state the reason in a written letter that will be attached to the Minutes of Meeting.
      3. Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

Internal Audit Unit

Pursuant to Bapepam – LK Rule No. IX.I.7 on the formation and Charter’s guidelines on Internal Audit Unit, the Company established an Internal Audit Unit on 7 December 2009. The Internal Audit Unit was established to improve the efficiency and effectiveness of the Company’s operations, including risk management governance. The Internal Audit Unit is neutral and operates independently from other business activities of the Company.

Stipulated in the Internal Audit Unit Charter, duties and responsibilities of the Internal Audit Unit include, among others, the development and execution of the Annual Internal Audit Plan – as well as the testing, evaluation and implementation of internal control and risk management system. The Internal Audit Unit also conducts evaluation and assessment of various key corporate functions including finance, accounting, operations, human capital, marketing and information technology. Another responsibility of the Audit Internal Unit is to conduct Investigative Auditing if deemed necessary to protect the Company’s interest.

The Internal Audit Unit monitors, analyzes and reports the Follow-Up Auditing process to ensure that all internal audit findings and related recommendations are properly addressed. The Unit directly reports to the President Director on its responsibilities, the Internal Audit Unit works closely with the Audit Committee.

Independency, integrity, honesty and objectivity, as well as the quality of audit implementation are always upheld based on Code of Ethics by the Internal Auditor. All audit results are submitted to the organizational unit to be evaluated – as well as the President Director and Board of Commissioners.

Trisnowibowo

Indonesian citizen, born in 1959, Mr. Trisnowibowo is currently an Internal Auditor for MAP. Prior to joining MAP, Mr. Trisnowibowo held various executive positions at Indonesian Financial and Development Supervisory Agency (1983 – 2000) and Department of Finance – Directorate General for State Financial Monitoring (1981 – 1983). He earned his Master of Business Administration Degree from University of New Brunswick, and his Diploma IV Degree from State College of Accountancy (STAN).

Appointment of the Internal Audit Unit is based on the President Director’s Decree No. 001/PERS/KET/ MAP/I/2016 dated 3 January 2016. His appointment as Chairman of the Internal Audit Unit is based on his academic background and professional experiences in related fields.

The Internal Audit Unit did not attend any training/competence development program in 2022

Review of Internal Audit Effectiveness

Our internal audit activities in 2022 included review of MAP stores and Warehouse for: Inventory / Merchandise, Cash Count (Petty Cash and Cash Register), Fixed Asset, Gift Vouchers (for stores selling Gift Vouchers) and General Store Operations such as the condition of stores, grooming of store staff and administration in the stores. In total, we conducted an average of two to three internal audits for stores and one for Warehouse in 2022. These audits were conducted without prior notice to minimize fraud, and additional audits were conducted for stores to minimize stock losses.

Follow up investigations were conducted for variance of stocks and the stores responsible for the missing stocks. To ensure better transparency and accountability, additional audits were conducted at the request of management as and when required. The overall audit result in 2022 was satisfactory, in line with the Company’s expectation. Reviews of most stores were generally positive with strong customer engagement, but we are continually looking for ways to strengthen the Company’s internal control.

Internal Control

It is important for the Company to establish and consistently apply an internal control system in its business environment. For us, the internal control system is part of the governance infrastructure of the Company, which is established in order to prevent the fraud indication at the Company as well as to ensure the effective and efficient performance, including the reliability of the financial reporting, asset security, as well as regulatory compliance. The anticipative action is carried out through improvement and strengthening of internal control.