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Corporate Secretary

Corporate Secretary is a function that assists the Board of Directors in ensuring the Company’s compliance with applicable laws and regulations, administering decision-making within the Company, and communicating with capital market authorities and the public. Corporate Secretary is appointed and dismissed based on the Board of Directors Decree.

Profile of Corporate Secretary

Tiur Simamora

Corporate Secretary

Age

65 years old, as of December 31, 2022

Citizenship

Indonesia

Domicile

South Jakarta

History of Education

Bachelor of Law from Parahyangan Catholic University, Bandung (1982)

Legal Basis of Appointment

Board of Directors Decree No. 001/SM/SKDIR/VI/2013 dated June 18, 2013

Qualification/Professional Certification

Curator, Advocate, Mediator

Working Experience

  • She started her career in 1988 at PT Indhasana that changed its name to PT Kertas Basuki Rachmat Indonesia Tbk with last position as Director and Corporate Secretary (2008-2012).
  • In that period, she also served as Director of PT John Crane Indonesia (Foreign Investment) (1999- 2001), Director of PT Kertas Basuki Rachmat (2007-2010), Commissioner of PT Kertas Blabak (2008-2009), and Commissioner of PT Hutan Ketapang Industri (2008-2010).
  • Currently serves as a member of Supervisory Board of ICSA (Indonesia Corporate Secretary Association).

Duties and Responsibilities

In general, the duties and responsibilities of the Corporate Secretary include but are not limited to:

  1. The following updates on the capital market, particularly the applicable laws and regulations in the capital market,
  2. Provide advice to the Board of Directors and the Board of Commissioners to comply with the laws and regulations in the capital market,
  3. Assist the Board of Directors and the Board of Commissioners in implementing corporate governance, including:
    • Disclose information to the public, including the availability of information on the Company’s website,
    • Submission of reports to the OJK in a timely manner,
    • Organizing and documentation of the GMS,
    • Organization and documentation of the meetings of the Board of Directors and/or the Board of Commissioners,
    • Implementation of corporate orientation programs to the Board of Directors and/or the Board of Commissioners,
    • Responsible for the preparation and submission of the Annual Report.
  4. Acting as a liaison between the Company and the shareholders, OJK and other stakeholders,
  5. Representing the Company in correspondence with the capital market authority pursuant to the authority granted by the Company.

Summary of Corporate Secretary Activities in 2022

Corporate Secretary performed the following duties and responsibilities, including:

  1. Submitted Report on List of Shareholders and Foreign Exchange Payables to OJK and the Exchange on a monthly basis before the 10th of each month.
  2. Assisted the Board of Directors and the Board of Commissioners in holding 12 joint meetings of the Board of Directors and the Board of Commissioners.
  3. Organized Corporate Actions:
    1. AGMS on March 30, 2022, in Semarang.
    2. Held distribution of annual dividend on April 28, 2022, as a resolution of AGMS and interim dividend on November 18, 2022, as a resolution of Board of Directors meeting.
    3. Distribution of interim dividend for 2022

    For all these corporate actions to run smoothly and according to the rules, Corporate Secretary carried out the following:

    • Coordinated with PT Kustodian Sentral Efek Indonesia, including on important schedules, announcements, distribution of dividends.
    • Coordinated with Securities Administration Bureau (BAE) in preparing a list of shareholders who were entitled to attend GMS and data on shareholders who were entitled to receive dividends, implementation of Income Tax (PPH) deductions on dividends to follow up on GMS resolutions regarding distribution of dividends for financial year 2021 and interim dividends for financial year 2022.
    • Coordinated with a Notary to prepare the Minutes of GMS and the Deed of Minutes of Meeting according to the applicable rules and regulations.
    • Reported the results of GMS to OJK and the Exchange and announced it on Stock Exchange website through SPE-OJK and IDXNet, as well as websites of KSEI and the Company, including dividend distribution schedule after coordination with the Exchange.
  4. Organized Annual Public Expose 2022 on September 16, 2021, in collaboration with the Indonesia Stock Exchange. Concurrently, a press conference was held.
  5. Participated in workshops, seminars, socialization and deepening of regulations related to the capital market and other topics organized by OJK, Indonesia Stock Exchange, AEI, ICSA, Bappenas and other institutions. Engaged in Focus Group Discussion of Sustainable Finance Task Force.
  6. Became a member of the Indonesian Corporate Secretary Association (ICSA) as a Member of the Supervisory Board.
  7. Acted as a Fasilitator in seminars/ workshops organized by ICSA.
  8. Submitted information disclosure to OJK, the Exchange and the public through Spe-OJK, IDXNet and the Company’s website on important events and information that Stakeholders need to know, especially regarding ESG (Environment, Social and Governance).

Competence Development

Corporate Secretary attended competency development programs such as training, seminars, and workshops to support the implementation of its duties as follows:

Date Training/Workshop/Seminar Organizer Training
January 6 Digital Talent Preparation Strategy to Support Digital Transformation in the Financial Services Industry OJK
January 11 Best Practice Sharing: Managing Subsidiaries by Holding Co and Current Practices by Group Legal ICSA
January 13 Readiness of the Financial Services Industry in Supporting Financial Services Consumer Digital Literacy OJK
May 1 Socialization on Easy and Issuer Access for Securities Issuers KSEI
June 9 Preventing & Combating Financial Crime in Financial Services Industry OJK
June 30 Successful Keys in Communicating Sustainability ICSA
July 5 Focus Group Discussion on Implementation of Multiple Voting Shares (MVS) in Indonesia ICSA
July 28 Digital Leadership to Strengthen Digital Transformation OJK
August 11 Digital Governance: Prerequisites to Support Digital Transformation OJK
August 25 Strategic Leader Forum: Sustainability Governance as the Foundation of Value Creation IAI
August 25 Trends and Challenges of Anti-money Laundering in the Digital Age OJK
September 1 Prospects of Intellectual Property Rights (IPR) as Debt Guarantees OJK
September 8 Best Practice Caring for the Environment in the Business World ICSA
September 9 One Step Closer to Your Goals: Be a Good Negotiator & Lobbyist ICSA
September 20 Fasilitator Workshop: Corporate Governance Officer Workshop Series Batch 8 ICSA
September 29 B20 Side Event: Trade and Investment Task Force Webinar Indonesia’s Scenario to Achieve Net Zero Kementerian Perdagangan-KADIN-ICDX
October 6 Consumer Protection in the Digital Age OJK
October 18 ASEAN Corporate Governance Scorecard (ACGS): Achieving ASEAN Asset Class ICSA
October 2 Mandiri Sustainability Forum 2022: Industry For Tomorrow Mandiri Institute
October 29 In-depth review of POJK No. 74/POJK.04/2016 concerning Business Merger or Business Consolidation of Public Companies, and POJK No. 9/POJK.04/2018 concerning Public Company Takeover ICSA
November 8 The Role of the Financial Services Industry in Supporting MSME Inclusion and Digitalization OJK
November 8 Implementation of Law Number 27 of 2022 concerning Personal Data Protection ICSA

Note:
IAI : Institute of Indonesia Chartered Accountants
ICSA : Indonesia Corporate Secretary Association
ICDX : Indonesia Commodity & Derivatives Exchange
KSEI : Indonesia|Indonesia Central Securities Depository
OJK : Financial Service Authority