Rodolfo. C. Balmater
His profile is available under the Board of Commissioners’ Profile section.
Pursuant to the applicable laws and regulations, the GCG implementation within the Company observes the principles of Transparency, Accountability, Responsibility, Independency, Fairness, and Equality.
The Company’s GCG Structure was established to accommodate the systematic implementation of GCG with clear division of roles and responsibilities. In accordance with Law No. 40/2007 on Limited Liability Companies, the Company is equipped with Corporate Governance Structure consisting of the General Meeting of Shareholders, the Board of Commissioners and its supporting body namely Audit Committee, as well as the Board of Directors and its supporting bodies namely Corporate Secretary and Internal Audit Unit.
As the holder of the highest power in the management
structure, General Meeting of Shareholders (GMS)
possesses the authority not given to the Board of
Commissioners and the Board of Directors including
the decision-making on the amendment of the Articles
of Association, merger, consolidation, acquisition,
bankruptcy and dissolution of the Company. In general,
the aforementioned authority is governed and limited by
the Law No. 40/2017 on Limited Liability Companies, as
well as the Company’s Articles of Association.
The Company holds GMS in accordance with OJK Regulation No. 15/POJK.04/2020 on the Plan and Implementation of the General Meeting of Shareholders of Public Companies. The GMS’ resolutions are made by taking into account the Company’s long-term business interests. In exercising its authority, the GMS must pay attention to the Company’s rights, interests, development, and health; as well as stakeholders’ rights.
The Board of Commissioners is a supervisory body
responsible for overseeing all managerial actions taken
by the Board of Directors and performing special
duties assigned by the GMS. In addition, the Board of
Commissioners monitors the implementation of good
corporate governance within the Company as well
as compliance with applicable laws and regulations.
Moreover, the Board of Commissioners also performs
consulting function and may also advise the Board of
In performing its duties and functions, the Board of Commissioners is equipped with the Board Of Commissioners’ Charter as its work guidelines and procedures. Likewise, the Board of Commissioners is assisted by the Audit Committee.
The Company currently has no special committee to
perform nomination and remuneration functions as
those functions have been performed by the Board of
Commissioners. This is allowed in accordance with the
provisions of the OJK Regulation No. 34/POJK.04/2014
on Nomination and Remuneration Committee of Listed
or Public Companies.
The procedures for the determination of remuneration structure, policies, and amount for members of the Board of Directors and Board of Commissioners have been disclosed under the Board of Commissioners and Board of Directors Remuneration section of this Annual Report.
In performing its supervisory function, the Board of Commissioners maintains its independence without intervention from other parties that may affect its objectivity and independence. Moreover, pursuant to OJK Regulation No. 33/ POJK.04/2014 on Listed or Public Companies’ Board of Directors and Board of Commissioners, 2 members or 30% of the Board of Commissioners are independent. Independent Commissioners are members of the Board of Commissioners from outside the Company, have no affiliation with the Company, appointed in a transparent and independent manner, have integrity and competence, free from influences related to personal or other parties’ interests, and able to act objectively and independently in accordance with GCG principles.
The Board of Commissioners’ performance is evaluated through self-assessment by members of the Board of Commissioners. The self-assessment criteria are as follows:
The Board of Directors is an executive body responsible
for directing the affairs of the Company that include
strategy planning and preparation; operations,
administrations and other supporting activities;
accounting and reporting of operations through financial
statements; as well as management reports and other
In performing its roles and functions, the Board of Directors is equipped with the Board Of Directors’ Charter as its work guidelines and procedures. Likewise, the Board of Directors is assisted by the Internal Audit Unit and the Corporate Secretary.
In general, the duties and responsibilities of the Board Directors are as follows:
The Board of Directors’ performance assessment is conducted internally or self-assessment by the Board of Commissioners to be presented at the General Meeting of Shareholders. In general, the Board of Directors’ performance assessment is based on, but not limited to, the following criteria:
The Audit Committee is a supporting body that assists the Board of Commissioners in performing its supervisory function on matters related to financial statements, internal control system, the efficacy of audits performed by external and internal auditors, the efficacy of risk management implementation, as well as compliance with applicable laws and regulations. The Audit Committee performs its duties and responsibilities in accordance with the Audit Committee’s Charter and answers directly to the Board of Commissioners.
The Audit Committee is appointed in accordance with OJK Regulation No. 55/POJK.04/2015 on the Establishment and Work Guideline of the Audit Committee. The composition of the Company’s Audit Committee as of March 31st, 2021, is as follows:
Rodolfo. C. Balmater
His profile is available under the Board of Commissioners’ Profile section.
Indonesian citizen, born in 1964, obtained his Bachelor of Accounting degree from Trisakti University, Jakarta, in 1991.
Concurrently serves as Independent Commissioner
of PT PP London Sumatra Indonesia Tbk (since 2012),
Independent Commissioner of PT Wismilak Inti Makmur
Tbk (since 2012), Commissioner of PT Gayatri Kapital
Indonesia (since 2013), Independent Commissioner of
PT Dharma Satya Nusantara Tbk (since 2013), Independent
Commissioner of PT Trimegah Sekuritas Indonesia
Tbk (since 2013), and Independent Commissioner of
PT Soechi Lines Tbk (since 2014).
Previously held various positions in numerous companies including Senior Auditor at Arthur Andersen (Drs. Prasetio, Utomo & Co.) (1989-1991), Operations Manager of PT ABN Amro Asia Securities (1994-1997), Associate Director of PT Bahana Securities (1997-1998), Director of PT Kustodian Sentral Efek Indonesia (1998-2000), Director of PT Kliring Penjaminan Efek Indonesia (2000- 2005), and Director of Listing of PT Bursa Efek Indonesia (2005-2012)
Indonesian citizen, born in 1964, Certified Public Accountant (CPA) in Indonesia, obtained his Bachelor of Accounting Degree from Universitas Pembangunan Nasional (UPN Veteran) Negeri in 1988.
Previously held various positions in several companies such as Audit Manager of KAP Prasetio, Utomo & Co. (1988 – 1999), Operations Director of PT Ceka Jawa Indonesia (1999 – 2001), Audit Partner of KAP Tanzil & Co. (IGAF) (2001 – 2002), Finance Director and Corporate Secretary of PT Zebra Nusantara Tbk. (2002 – 2004), Audit Partner of KAP Paul Hadiwinata, Arsono & Co., (PKF) (2004 – 2006), various positions (Internal Audit Head, Corporate Secretary, Business Development Head, Merger & Acquisition Project Head, Treasury Head, Staff to the CEO) in various companies of Trisakti Group (PT Trisakti Purwosari Makmur, PT Sentosa Abadi Purwosari, PT Purindo Ilufa, PT Mandiri Maha Mulia and PT KT&G Indonesia) (2006 – 2018), and Director of PT Indo Media Universal Group (2019 – 2020).
The Audit Committee is chaired by an Independent Commissioner with two members consisting of professionals from outside the Company. The Audit Committee performs its function and responsibility without interference from other parties. Audit Committee members are not related to Shareholders, Board of Commissioners, or Board of Directors. In addition, Audit Committee members from outside the Company do not have personal interests/relationships that can have adverse impact on and cause conflict of interest with the Company.
The Audit Committee’s duties and responsibilities are providing the Board of Commissioners with opinions regarding reports or other matters submitted by the Board of Directors, identifying matters that require the attention of the Board of Commissioners, and performing other tasks related to the Board of Commissioners’ duties, as follows:
The Company is committed to continuously improving
its internal control system on all its business processes.
The Boards of Commissioners and Directors and management consistently raise employees’ awareness
about strict compliance to the Company’s policies and
procedures. The Company’s authorization matrix defines
the assignment of authority, responsibility and limits over
certain transactions and activities. In addition, proper
segregation of duties is observed through all levels of
The effectiveness of internal controls is continuously monitored by the Company’s internal auditors. Significant findings are immediately reported to the management and Audit Committee. Appropriate sanctions are imposed after due process.
Internal Audit Unit is the Board of Directors’ supporting
body that assists the management in providing
independent and objective assurance and advise to
improve the Company’s operational activities through
a systematic approach by evaluating and improving the
effectiveness of risk management, internal control and
The Company established the Internal Audit Unit in accordance with OJK Regulation No. 56/POJK.04/2015 on Internal Audit Unit Establishment and Charter Preparation Guideline. In performing its duties and responsibilities, the Internal Audit Unit observes the Internal Audit Unit’s Charter.
The Internal Audit Unit is led by the Internal Audit Unit Head. The Internal Audit Unit administratively answers to the President Director and functionally to the Audit Committee. The Internal Audit Unit Head is appointed and dismissed by the President Director with the Board of Commissioners’ approval. Members of the Internal Audit Unit answer directly to the Internal Audit Unit Head.
David Roganda SE, Ak
Indonesian citizen, born in 1976, obtained his Bachelor
of Accounting degree from the Economic Faculty of
Padjajaran University, Bandung. Appointed Internal Audit
Unit Head in accordance with the Board of Directors’
Decree No. Dir/Ssd.09/24/III.18.
Previously served as Auditor at Joseph Munthe Public Accounting Firm (2000-2005), Accounting Supervisor at PT Pama Persada (2005-2009), and Internal Audit Manager at Goodhope Agro (2009-2013).
The Company has established Code of Conduct in accordance with the Decree of the Board of Directors of PT Madusari Murni Indah Tbk No. Dir/Ssd.21/59/ XII.20 on the Corporate Code of Conduct of PT Madusari Murni Indah Tbk and Subsidiaries (Molindo Group) dated December 29th, 2020.
The Code of Conduct was prepared in accordance with the following applicable laws and regulations:
The Company’s Code of Conduct regulates, among others, the following matters:
The Code of Conduct has been disseminated to all members of the Company at all organizational levels. The dissemination was conducted through new employee orientation program, distribution of booklets, as well as other activities and other media owned by the Company. In addition, all members of the Company have implemented the Code of Conduct in a consistent and responsible manner.
The Company is equipped with whistleblowing mechanism for violations committed internally within the Company by the Company’s bodies or employees through the Human Resources Division. Whistleblowers’ identity is kept confidential to protect them from threats, harassments, and retaliations. The investigation into the reported violations and subsequent imposition of sanctions are conducted in accordance with the Company’s regulation and the prevailing laws and regulations.
Kantor Akuntan Publik Gani Sigiro & Handayani (Grant Thornton)
Sampoerna Strategic Square, South Tower level 25, Jl. Jend. Sudirman No.Kav. 45-46, RT.3/RW.3, Kuningan,
Setia Budi, Kota Jakarta Selatan, Daerah Khusus Ibukota Jakarta 12930
PT Adimitra Jasa Korpora
Kirana Boutique Office Blok F3 No. 5. Jl. Kirana Avenue III, Kelapa Gading Jakarta Utara 14240
The Company’s activities are exposed to various financial
risks such as market risk (including foreign exchange
rate risk, price risk and interest rate risk), credit risk and
liquidity risk. The Company’s overall risk management
program is focused on unpredictable financial markets
and the Company strives to minimize the effects that
have the potential to harm financial performance.
The Company uses various methods to measure the risks it faces. This method includes sensitivity analysis for interest rate risk, exchange rates and other price risks.
Foreign Exchange Rate Risk
The Company is exposed to foreign exchange risk arising from various currency exposures. Foreign exchange risk arises from future commercial transactions and recognized assets and liabilities. Management has established a policy that requires the Company to manage the risk of foreign exchange rates against its functional currency.
The Company is exposed to price risk, mainly due to purchase of molasses which is the main material. The molasses price is affected by several factors, such as demand and supply. The effect of price risk results to an increase in production cost.
Interest Rate Risk
The Company’s exposure to interest rate risk is mainly related to loans and interest-bearing assets and liabilities, such as bank loans. The Company’s policy is to get the most favorable interest rates.
The Company has credit risks that mainly come from
deposits in banks, credits given to customers, and other
receivables. The Company manages credit risk associated
with deposits in banks by monitoring reputation and
limiting the aggregate risk to any individual counterparty.
With regard to credit exposure given to customers, most of which come from sales activities, the Company monitors the credit portfolio on an ongoing basis and manages the collection of receivables to minimize credit risk.
There is no concentration of credit risk as the Company has diversified its portfolio to various customers. There has been no history of significant defaults from customers.
Liquidity risk is a risk wherein the Company may not
be able to meet its current obligation. Prudent liquidity
risk management includes managing the profile of
borrowing maturities and maintaining sufficient cash and
cash equivalents, and ensuring the availability of funding
from an adequate amount of committed revolving credit
The Company’s ability to fund its borrowing requirements is managed by maintaining diversified funding sources with adequate committed funding lines from high quality lenders and by monitoring rolling short-term forecasts of the Company’s cash and debt on the basis of expected cash flows.
In addition, the Company monitors the timely collection of its trade receivables on weekly basis and immediately sends reminder to customers for any delay in payment.
The Company identifies and evaluates risks through each department. The Board of Directors together with the Internal Audit Unit and the Board of Commissioners represented by the Audit Committee conduct a study and formulate the management and mitigation strategies needed. In addition, the risk management system implemented by the Company is able to mitigate any possibility of risk occurrence.
The amount of remuneration for the Board of Commissioners, the Board of Directors, and the Audit Committee is determined based on key performance indicators as well the Company’s financial condition. The Annual GMS authorizes the Board of Commissioners to determine the remuneration of the Board of Directors, the Board of Commissioners, and the Audit Committee.
Pursuant to Financial Services Authority Regulation No. 35/PJOK.04/2014 on Corporate Secretary of Listed or Public Companies, the Board of Directors had appointed Jose G. Tan who domiciled in Jakarta as Corporate Secretary in accordance with the Decree of the Board of Directors No. Dir/JKT.MMI/01/VII.19 dated July 31st, 2019.
Jose G. Tan
His profile is available under the Board of Directors’ Profile section.
The duties and responsibilities of Corporate Secretary are as follows: