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Corporate Secretary

Corporate Secretary plays a vital role in establishing effective communication between the Company and its shareholders and other stakeholders. The function of the Corporate Secretary is to ensure the timely and accurate delivery of the Company's material information to all stakeholders.

The establishment of the Corporate Secretary refers to the OJK (Financial Services Authority of Indonesia) Regulation No. 35/POJK.04/2014 concerning the Corporate Secretary of Issuers or Public Companies.

APPOINTMENT AND DISMISSAL OF CORPORATE SECRETARY

The Corporate Secretary directly reports to the Board of Directors. The Corporate Secretary is appointed and dismissed based on the Board of Directors’ Decree, through an internal Company’s mechanism with the approval of the Board of Commissioners.

CORPORATE SECRETARY POSITION

In accordance with OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretary of Issuers or Public Companies, and Stock Exchange Listing Regulations, the Company appointed Tiur Simamora, as Corporate Secretary based on the Decree of the Board of Directors No. 001/SM/ SKDIR/VI/2013 dated June 18, 2013.

Profile of Corporate Secretary

Tiur Simamora

Corporate Secretary

Age

66 years old, as of December 31, 2023

Citizenship

Indonesia

Domicile

South Jakarta

Education Background

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

Position History in the Company

Appointed as Corporate Secretary pursuant to the Decree of the Board of Commissioners No. 001/SM/SKDIR/VI/2013 dated June 18, 2013 concerning the appointment of Tiur Simamora as Corporate Secretary

Professional Background

  • 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:
    1. Director of PT John Crane Indonesia (Foreign Investment) (1999- 2001)
    2. Director of PT Kertas Basuki Rachmat (2007-2010)
    3. Commissioner of PT Kertas Blabak (2008-2009)
    4. Commissioner of PT Hutan Ketapang Industri (2008-2010)
  • Currently serves as a member of Supervisory Board of ICSA (Indonesia Corporate Secretary Association).

Concurrent Positions

Inside the Company:

  • Head of Corporate Legal

Outside the Company:

  • Member of Supervisory Board of ICSA (Indonesia Corporate Secretary Association).

Affiliated Relationships

She has no affiliation with the shareholders

Qualification/Professional Certification

Curator, Advocate, Mediator

Shares Ownership of the Company

Tiur Simamora does not own any shares of the Company

CORPORATE SECRETARY DUTIES AND RESPONSIBILITIES

Duties and Responsibilities of the Corporate Secretary The duties and responsibilities of the Corporate Secretary, among others, are as follows:

  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, and
    • 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

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 10, 2023 Financial Industry Outlook 2023 OJK Institute
January 12, 2023 Implementing Regulation of HPP Law Issued in December 2022 RSM Indonesia
February 2, 2023 Artificial Intelligence Implementation in Financial Services Industry OJK Institute
February 15, 2023 Seminar on "Tax Updates in Observing the Implementation of Regulation No. 50 and 55 of 2022" AEI_SF Consulting
February 16, 2023 ESG Update: Sustainability Disclosure Introduction to ISSB> ICSA
February 21, 2023 Corporate Governance Officer Workshop Series Batch 9 (Fasilitator) ICSA
February 22, 2023 Implementation and Internalization of Corporate Governance ICSA
February 22, 2023 Overview of the Indonesian Corporate Governance Guidelines (PUGKI) KNKG
February 22, 2023 Socialization of the Annual Report Award 2022 KNKG
February 2023 SID Diligent Webinar Series Part 4 : How Boards Can Implement an Integrated Approach to Climate Risk and Strategy Diligent
March 23, 2023 Seminar on "Issuing Green, Social, and Sustainability (GSS) Bonds" IDX
March 28, 2023 Understanding the ASEAN Corporate Governance Scorecard (ACGS): Its Role and Scope in Corporate Governance ICSA
May 11, 2023 Opportunities in the Metaverse for Financial Services Industry OJK Institute
May 16, 2023 Fundamental of Wealth Management OJK Institute
May 2023 Biodiversity Fundamentals : The Business for Action UN Global Compact Academy
May 22, 2023 Strengthening National Resilience in Financial Services OJK Institute
May 25, 2023 Introduction to Sustainable Bonds International Capital Market Association
June 8, 2023 Addressing Gender-Based Violence And Harassment : The Role of Corporate Roles IDX_UNGC_IFC_UN WOMEN
June 13, 2023 Discussion on Strategies and Implementation of the P2SK Law for Public Companies AEI_Hukum Online_AHP
June 13, 2023 The Future of Sustainability Reporting: An Exclusive Forum for Regulators and Listed Companies in Indonesia IDX
June 23, 2023 The dissemination of Exchange Regulation Number I-L regarding the Suspension of Securities, the Socialization of Special Monitoring Board Regulation Number I-X concerning the Listing of Equity Securities on the Special Monitoring Board, and Number II-X regarding the Trading of Equity Securities on the Special Monitoring Board IDX
July 2023 Taking Collective Action for Anti Corruption UN Global Compact Academy
July 20, 2023 In-depth Exploration of P2SK Law in Strengthening the Capital Market Sector OJK Institute
July 2023 POJK No. 14/POJK.04/2019 concerning Private Placement and POJK NO 31/POJK.04/2017 concerning Issuance of Shares with Different Nominal Values ICSA
July 27, 2023 Opportunities in Carbon Trading for Decarbonization OJK Institute
July 31, 2023 Indonesia Public Listed Company Association - July 31, 2023: Discussion on the Implementation of POJK Related to Public Companies AEI
July 25-26, 2023 The Role of Actuaries in Implementing the DSAK-IAI Press Release on Reward Attribution During Service Periods Pusat Pembinaan Profesi Keuangan-AKKAI-AEI
August 1, 2023 The Role of Actuaries in the Implementation of the Press Release by the Financial Accounting Standards Board of the Indonesian Institute of Accountants on the Attribution of Benefits During the Service Period Deloitte
August 1, 2023 POJK 9/2023 on the Use of Public Accountants and Public Accounting Firms in Financial Services AEI-OJK
August 3, 2023 PMK 66/2023 on Income Tax Treatment for Compensation or Remuneration in the Form of In-kind Benefits DirJen Pajak
August 24, 2023 Leadership in Changing Atmosphere OJK Institute
August 2023 SDG 16 Business Framework and Reporting-Inspiring Transformational Governance IGCN-IDX-Bapenas_GRI
September 19-20, 2023 Adjustments to Systems Affected by NPWP AEI-DJP
September 19, 2023 Carbon Trading IDX
September 21, 2023 Opportunities and Challenges of Fintech P2P Lending in the Era of the P2SK Law OJK Institute
September 26, 2023 PMK Number 72/2023 on Depreciation of Tangible Assets and/ or Amortization of Intangible Assets AEI-DJP
October 6, 2023 Socialization of Free Float Reporting Requirements IDX
October 10, 2023 Socialization of the Implementation of Financial Reporting Information Standardization (SILK) AEI-DJP
October 2023 Ministry of Finance Regulation Number 79/2023 on Valuation Procedures for Tax Purposes AEI DJP
November 7, 2023 Panel Discussion: Assuring Family-Owned Business Sustainability by Building Trust Through Governance KNKG
November 9, 2023 ASEAN Corporate Governance Scorecard Revised October 2023 ICSA
November 16, 2023 2023 World Anti Corruption Conference Towards a Corrupt Free Future-Strengthening Global Governance Together Malaysia Anti Corruption Commission
November 2023 Asean Corporate Governance Scorecard (ACGS) Revise Oct 2023 RSM
November 2023 PMK Number 80/2023 on Procedures for Issuing Tax Assessment and Tax Billing Letters AEI DJP
November 23, 2023 Deep Dive into P2 SK Law in Strengthening Literacy, Inclusion, and Consumer Protection OJK Institute
December 7, 2023 Carbon Trading Overview: Indonesia's Path to Zero Emissions SR Asia Indonesia, Sustainability Festival – "Pathway to Net Zero Emission" IDX_SR Asia Indonesia
December 7, 2023 Sustainable Acts : Why Now, What Next Mandiri Institute
December 7, 2023 Enhancing ESG Through Best Practices in Accounting OJK Institute
December 13, 2023 Socialization of BPDLH Incentive Programs for Mitigation Plans & Outcomes IDX-UNDP-BPDLH
December 14, 2023 Economic Outlook 2024: Strengthening Indonesia's Economy ICSA
December 20, 2023 An Overview of the Asean Corporate Governance Scorecard RSM

IMPLEMENTATION OF DUTIES OF THE CORPORATE SECRETARY IN 2023

Throughout 2023, the Corporate Secretary executed several key duties and activities, including:

  1. Regularly submitting the Shareholder Registry Report and Foreign Currency Debts to the Financial Services Authority (OJK) and the Stock Exchange, ensuring compliance before the 10th of each month.
  2. Facilitating 12 joint meetings between the Board of Directors and the Board of Commissioners, providing essential support and coordination.
  3. Organizing various Corporate Actions, namely:
    1. The Annual General Meeting of Shareholders (AGMS) and the Extraordinary General Meeting of Shareholders (EGMS) were held on March 29, 2023, in Semarang.
    2. The distribution of annual cash dividends for the fiscal year 2023, as decided in the AGMS, took place on April 28, 2023.
    3. The distribution of interim cash dividends for the fiscal year 2023, following the decision of the Board of Directors' meeting, occurred on November 20, 2023.

    To ensure the execution of these corporate actions in compliance with regulations, the Corporate Secretary undertook the following:

    • Coordinating with PT Kustodian Sentral Efek Indonesia on key schedules, announcements, and dividend distributions.
    • Collaborating with the Securities Administration Bureau (BAE) in preparing shareholder lists eligible for General Meetings and for receiving dividends, and executing tax deductions on dividends as per AGMS decisions for fiscal year 2022 and interim dividends for fiscal year 2023.
    • Working with a Notary for the creation of General Meeting Minutes and Decree of Meeting Decisions in accordance with applicable laws and regulations.
    • Reporting AGMS outcomes to the OJK and the Stock Exchange and announcing them on the Stock Exchange website through SPE-OJK and IDXNet, as well as on the websites of KSEI and the Company, including the dividend distribution schedule post-coordination with the Exchange.
  4. Conducting the Annual Public Expose on November 29, 2023, in collaboration with the Indonesia Stock Exchange, alongside a concurrent press conference.
  5. Participating in workshops, seminars, socializations, and in-depth discussions on capital market regulations and other topics, organized by OJK, the Indonesia Stock Exchange, AEI, ICSA, IGCN, Bappenas, and other institutions. Engaging in the Focus Group Discussion Task Force on Sustainable Finance.
  6. Serving as a board member of the Indonesia Corporate Secretary Association (ICSA), holding the position of a Member of the Supervisory Board.
  7. Serving as a Facilitator in seminars/workshops organized by ICSA.
  8. Ensuring transparent information disclosure to OJK, the Stock Exchange, and the public through SPE-OJK, IDXNet, and the Company's website regarding significant events involving the Company and other pertinent information, particularly concerning ESG (Environment, Social, and Governance) aspects.