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Articles of Association

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Audit Committee

Chairman : Drs. Indarto, S.H.
Members : Anindita Wijaya Putri
Members : Dwithya Putri Citrarhasmi SE., AK., CA.

A. Basis of Establishment

The Audit Committee is a committee formed by the Board of Commissioners in carrying out its supervisory function on the performance of the Board of Directors and the Management Team in accordance with GCG principles. The establishment of the Audit Committee has complied with all OJK regulations.

Based on the provisions of the Financial Services Authority Regulation No. 55/POJK.04/2015 concerning the Establishment and Guidelines for the Work Implementation of the Audit Committee (“POJK No. 55/2015”) and the Company's Articles of Association, members of the audit committee are appointed by the Board of Commissioners.

B. Structure and Membership

The Company's Audit Committee for a term of 2 years from 04 March 2025 to 03 March 2027, with the following composition:

Chairman: Drs. Indarto, S.H.

Members : 1. Anindita Wijaya Putri

Members : 2. Dwithya Putri Citrarhasmi SE., AK., CA.

C. Audit Committee Profile In 2022, the members of the Audit Committee consist of:

  1. Drs. Indarto, S.H
    Became Independent Commissioner on March 4, 2022.
    Born September 30, 1950, he obtained his Bachelor of Laws degree from Bhayangkara University Surabaya in 1995
  2. Anindita Wijaya Putri
    Obtained his Bachelor Degree in Accounting from Macquarie University, Australia in 2007. Since 2022 he has served as the Company's Audit Committee.
  3. Dwithya Putri Citrarhasmi SE., AK., CA.
    Obtained his Bachelor of Economics degree from the University of Indonesia in 2004. Since 2022 he has served as the Company's Audit Committee.

D. Duties and Responsibilities

In carrying out its functions, the Audit Committee has the following duties and responsibilities:

  1. Reviewing Financial Reports for annual and quarterly periods and providing opinions regarding the fairness of Financial Reports tothe Board of Commissioners, especially for achieving targets.
  2. Discussing the implementation of business activities in accordance with applicable laws and regulations through internal Audit Committee meetings, also joint meetings with the Board of Commissioners and Directors.
  3. Evaluating the implementation of audit services on financial information by Public Accountants and Public Accounting Firms for the fiscal year 2024 to ensure that there is no material fraud.
  4. Recommending a Public Accounting Firm that is accountable with good reputation, registered at the Financial Services Authority and not included in the blacklist, namely the Liana Ramon Xenia & Partners Public Accounting Firm.
  5. Furthermore, the Audit Committee performed the following additional activities as part of its oversight function:
    1. Conducting meetings with Internal Audit to providerecommendations, coaching and direction in carrying out audits;
    2. Discussing Internal Audit development plans in 2025.
  1. Discussing plans for developing a risk management system in 2025 and evaluating its effectiveness per semester.
  2. Holding meetings with the Public Accounting Firm to monitor and evaluate the Fiscal Report 2024.
  3. Issuing review reports or proposals to the Board of Commissioners.
  4. Management of all documents, data and information stored in a system supported by capable technology.

E. Authority of Audit Committee

In conducting its duties and responsibilities, the Audit Committee isauthorized to:

  1. Access required documents, data and information about employees, funds, assets and company resources;
  2. Establish direct communication with employees, including the Board of Directors and parties conducting internal audit, risk management and accountant functions regarding the duties and responsibilities of the Audit Committee; and
  3. Involving independent parties outside the Audit Committee members as needed to assist in carrying out their duties (if necessary).

Nomination and Remuneration Committee

Chairman: Drs. Indarto, S.H.
Members: Arya Pradana Setiadharma
Members: Iwan Hadiantoro

Term of office March 4, 2025 to March 3, 2027

A. Basis of Establisment

Based on the provisions of the Financial Services Authority Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee for Issuers or Public Companies (“POJK No. 34/2014”), issuers or public companies are required to have a Nomination and Remuneration function where in carrying out these functions the Board of Commissioners may establish a Nomination and Remuneration Committee. Remuneration; and the articles of association of the Company, members of the Nomination and Remuneration Committee are appointed by the Board of Commissioners.


B. Structure and Membership
The Company's Nomination and Remuneration Committee for a term of office from 04 March 2025 to 03 March 2027, with the following composition:

Chairman: Drs. Indarto, S.H.

Members: 1. Arya Pradana Setiadharma

Members: 2. Iwan Hadiantoro


C. Committee Profile in 2025, the members of the Nomination and Remuneration Committee consist of:

  1. Drs. Indarto, S.H
    Became Independent Commissioner on March 4, 2022.
    Born September 30, 1950, he obtained his Bachelor of Laws degree from Bhayangkara University Surabaya in 1995
  2. Arya Pradana Setiadharma
    Born January 18, 1984, he obtained a Master's degree in Industrial Engineering from Purdue University in 2007. Since 2022 he has served as the Company's Nomination and Remuneration Committee.
  3. Iwan Hadiantoro
    Born on 1969, he obtained his Bachelor of Economics degree from Universitas Indonesia in 1995. Since 2023 he has served as the Company's Nomination and Remuneration Committee.


D. Duties and Responsibilities

In carrying out its functions, the Nomination and Remuneration Committee has the following duties and responsibilities:

Related to Nomination function

  1. Provide recommendations to the Board of Commissioners regarding:
    1. Composition of positions for members of the Board of Directors and/or members of the Board of Commissioners;
    2. Policies and criteria required in the Nomination process; and
    3. Performance evaluation policy for members of the Board of Directors and/or Board of Commissioners.
  2. Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/or Board of Commissioners based on the benchmarks that have been prepared as evaluation material.
  3. Provide recommendations to the Board of Commissioners regarding the capacity building program for members of the Board of Directors and/or Board of Commissioners.
  4. Prepare and provide recommendations regarding the system and procedure for the selection and/or replacement of members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners.
  5. Provide proposals for candidates who meet the minimum requirements as determined by the Financial Services Authority as a member of the Board of Directors and/or Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
  6. Provide recommendations on independent parties who will become members of the Audit Committee or other Committees to the Board of Commissioners.​​​​​​


Related to Remuneration function

  1. Evaluate the remuneration policy based on performance, risk, fairness with peer groups, the Company's long-term goals and strategies, fulfillment of reserves as regulated in laws and regulations and the Company's potential future income.
  2. Submit evaluation results and recommendations to the Board of Commissioners regarding:
    1. Remuneration Policy for the Board of Directors and the Board of Commissioners to be submitted to the GMS; and
    2. Remuneration Policy for employees as a whole to be submitted to the Board of Directors.
  3. Ensure that the Remuneration policy is in accordance with applicable regulations.
  4. Conduct regular evaluations of the implementation of the Remuneration policy.
  5. Provide recommendations to the Board of Commissioners regarding:
    1. Remuneration Structure;
    2. Policy on Remuneration; and
    3. Amount of Remuneration;
  6. Assisting the Board of Commissioners in assessing performance in accordance with the remuneration received by each member of the Board of Directors and/or member of the Board of Commissioners.


E. Authority and Obligations

In carrying out its duties and responsibilities, the Nomination and Remuneration Committee has the following powers and obligations:

  1. Obtain full, free and unrestricted access to information about employees, funds, assets and other Company resources related to the implementation of their duties;
  2. Must cooperate with the Directorate in charge of Human Resources and other units deemed necessary;
  3. Carry out tasks carefully and well;
  4. Prepare an annual activity plan approved by the Board of Commissioners;
  5. Prepare annual activity reports submitted to the Board of Commissioners;
  6. Coordinate with other Committees in accordance with applicable laws and regulations, to avoid overlapping tasks between the committees under the Board of Commissioners;
  7. Regarding fixed remuneration, formulating policies that at least pay attention to business scale, business complexity, peer group, inflation rate, financial conditions and capabilities, and do not conflict with the prevailing laws and regulations;
  8. Regarding variable remuneration, apart from taking into account number 7 above, the policies drawn up must also encourage Prudent Risk Taking.
  9. Perform other authorities and obligations assigned by the Board of Commissioners.

Internal Audit

Mohammad Bahruddin

The Company's Internal Audit Unit was established based on the Decree of the Board of Directors Number 001/SK-DIR/AH/II/2025 on 28 February 2025 concerning the Establishment of the Internal Audit Unit of PT Arkora Hydro Tbk for a term of office from 04 March 2025 to 04 March 2028, chaired by Mohammad Bahruddin

The Internal Audit Unit Charter is stipulated by the Board of Directors after obtaining approval from the Board of Commissioners, in which the Company's Board of Directors has obtained such approval as stated in the Decree of the Board of Commissioners of PT Arkora Hydro Tbk No. 002/02/KOM-AH/VI/2023 concerning the Appointment and/or Change of the Internal Audit Unit on 27 June 2023

A. Duties and Responsibilities

  1. The 2024 Internal Audit work plan has received approval from the President Director and has been fully implemented by Internal Audit.
  2. The internal control system is constantly evaluated to measure the level of effectiveness of its implementation every semester.
  3. A number of activities carried out to ensure that the company's operations run effectively and efficiently:
    • Evaluate the implementation of operational activities in each field such as finance, accounting, human resources, operations, marketing and information technology;
    • Conduct cash counts and bank reconciliations to ensure cash iswell controlled;
    • Review stock-taking of inventory, be it finished goods, raw materials, auxiliary materials, or spare parts;
    • Assess the efficiency of the raw materials use on production output;
    • Monitor and evaluate fuel oil;
    • Check sales/distribution and trade receivables;
    • Check purchases and accounts payable; and
    • Check Financial Reports.
  4. Hold discussions on findings and recommendations for improvement with each Company manager.
  5. The audit results report has been submitted to the President Director and Board of Commissioners through a coordination meeting with the Board of Commissioners and Board of Directors.
  6. Monitor, analyze and report on the implementation of recommended follow-up actions on a regular basis to all Company’s areas.
  7. Meetings with the Audit Committee have been held 4 (four) times to discuss audit results and internal controls.
  8. A program to improve the quality of audit activities has been implemented in 2024
  9. There are no matters requiring special inspection in 2024.

B. Internal Audit Authority

To maximize the implementation of its functions, Internal Audit isauthorized to:

  1. Access all relevant information of the Company related to its duties and functions;
  2. Communicate directly with the Board of Directors, Board of Commissioners, and/or Audit Committee;
  3. Hold regular and incidental meetings with the Board of Directors, Board of Commissioners and/or Audit Committee; also
  4. Coordinate their activities with the activities of external auditors.

Supporting Entities

PT Merah Putih Indonesia

Jalan Merdeka 90, Jakarta Selatan, Indonesia, 12344

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(021) 50333144
PT Merah Putih Indonesia

Jalan Merdeka 90, Jakarta Selatan, Indonesia, 12344

phone-icon
(021) 50333144

Corporate Secretary

Corporate Secretary

The Corporate Secretary is a supporting organ for the Board of Directors who plays an important role in maintaining the Company’s positive image by establishing effective and intensive communication between the Company and stakeholders, including regulators, business partners, business associations and other institutions related to the Company’s business activities at provincial, national and international levels.

In accordance with the Financial Services Authority Regulation No.35/POJK.04/2014 (“POJK 35/2014”) regarding the Corporate Secretary of Issuers or Public Companies, and based on the Decree of the Board of Directors No. 009/02/DIR-AH/VII/2024, the Company has appointed Mr. Ricky Hartono as Corporate Secretary.

Duties and Their Implementation

In carrying out its functions, the Corporate Secretary has the following duties and responsibilities:

  1. Following regulatory developments in the capital market sector through various media. The Corporate Secretary also always monitors information regarding the capital market through websites provided by regulators or other institutions competent inthe capital market sector.
  2. Submit periodic and incidental reports to the Financial Services Authority and the Indonesian Stock Exchange, including information disclosure reports to the public, also responses to requests for explanations from the Financial Services Authority and the Indonesian Stock Exchange.
  3. Manage the Shareholder Register, quarterly and annual Financial Reports, and other reports to be submitted to the Board of Commissioners, Financial Services Authority, and the Indonesian Stock Exchange.
  4. Holding an annual GMS and public expose on April 1, 2024.
  5. Administer the minutes of every Board of Commissioners meeting and Board of Directors meeting, along with other controlled Company’s documents.
  6. Organize public expose and present the report to the Financial Services Authority and the Indonesian Stock Exchange.