🏛️ Good Corporate Governance (GCG) Implementation
By implementing GCG principles (Transparency, Accountability, Responsibility, Independence and Fairness), Pupuk Kaltim can sustain and remain resilient in facing intense business competition to achieve the Company's Vision, Mission and Objectives more effectively.
GCG Benefits
Provides protection for stakeholders and creates a conducive environment for sustainable growth
As an output, GCG will provide protection for stakeholders and ultimately GCG will help create a conducive environment for sustainable business world growth.
of GCG
Pupuk
Kaltim
Governance
Structure
Mechanisms that
regulate
relationships and
boundaries of roles
and organ functions
as well as evaluation
and monitoring
of GCG implementation
⚖️ Two-Tier Governance Structure
Pupuk Kaltim implements a two-tier governance structure as the basic framework in ensuring the implementation of GCG principles consistently, transparently, and accountably.
Board of Commissioners
Non-Executive Function
Carries out supervision and provides strategic direction to the Board of Directors to ensure company activities run in accordance with legal provisions, GCG principles, and the interests of shareholders and stakeholders.
Board of Directors
Executive Function
Responsible for company operational management, business strategy implementation, and achieving sustainable performance in accordance with Pupuk Kaltim's vision and mission.
This structure clearly separates supervisory functions and management functions, so that the company's decision-making mechanism runs objectively and balanced for the long-term interests of the company and all stakeholders.
🏢 Corporate Governance Structure
Pupuk Kaltim is committed to implementing professional, transparent, and accountable corporate governance through systematic nomination processes and diverse composition.
📋 Board of Commissioners and Directors Nomination
The nomination procedure for Board of Commissioners and Directors members of Pupuk Kaltim refers to Ministry of SOE Regulation No. PER-3/MBU/03/2023 on SOE Organs and Human Resources, Pupuk Kaltim's Articles of Association, Board Manual and Company Code of Ethics.
Each candidate for Board of Commissioners and/or Directors goes through screening and assessment stages conducted systematically and transparently in accordance with criteria for nomination and appointment of Directors and Board of Commissioners to ensure equal opportunities, inclusive leadership, adaptive, and ready to face future challenges.
Board of Commissioners and Directors Composition Diversity
Pupuk Kaltim believes that diversity is a strength in running business. In forming the Board of Commissioners and Directors, we prioritize diversity in expertise, experience, gender, ethnicity, religion, as well as professional and educational backgrounds. With diverse composition, the Board of Commissioners and Directors are able to provide broad perspectives, objective decision-making, and stronger oversight of company strategy.
Board of Commissioners and Directors Composition
Currently, Pupuk Kaltim's leadership structure consists of 6 Board of Commissioners members and 5 Board of Directors members. Out of 11 total members, there are 10 men and 1 woman, reflecting the company's commitment to promoting professional, integrity, and inclusive leadership.
Pupuk Kaltim recognizes the importance of corporate management in today's complex and highly competitive business environment. The Board of Directors and Board of Commissioners are required to carry out their duties in accordance with legal provisions, company objectives and regulations, and act with honesty, integrity, and prudence for the best interests of the company, as well as avoid negligence or intentional actions that may harm the company.
Board of Commissioners : 6 people
Board of Directors : 5 people
GENDER DIVERSITY
TENURE OF THE BOARD OF DIRECTORS AND COMMISSIONERS
📋 Independence Statement
As of October 16, 2025, Pupuk Kaltim's Board of Commissioners consists of 6 people and Pupuk Kaltim's Board of Directors consists of 5 people. As many as 4 Board of Commissioners members are Independent Commissioners based on the Extraordinary General Meeting of Shareholders' Decision based on the definition of Pupuk Kaltim's Independent Commissioner qualifications, and 6 Board of Commissioners members meet independence qualifications according to S&P Global CSA criteria.
| No. | Board of Commissioners | Independence Criteria S&P Global CSA |
Extraordinary GMS Decision Pupuk Kaltim |
|---|---|---|---|
| 1. | D. Andhi Nirwanto | ✓ | ✗ |
| 2. | Azis Samual | ✓ | ✗ |
| 3. | Sukardi Rinakit | ✓ | ✓ |
| 4. | Gustaaf AC Patty | ✓ | ✓ |
| 5. | Etha Rimba Paembonan | ✓ | ✓ |
| 6. | Musthofa | ✓ | ✓ |
🏛️ Board of Commissioners Committees
In carrying out its duties, the Board of Commissioners has supporting organs, including the Audit Committee, Good Corporate Governance Committee, Human Resources, Nomination-Remuneration, and Investment Committee (KGSRI), Risk Monitoring Committee (KPR), and Corporate Governance Committee (KTKT). The term of office for Committee members is set for 3 years and can be extended once for 2 years of service.
Committee Term of Office
3 years + maximum extension of 1 time for 2 years