🏛️ 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.
🏛️ 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
⚖️ Ethics and Compliance
Pupuk Kaltim is committed to conducting business ethically, transparently, and responsibly in accordance with applicable laws and regulations. We implement GCG principles as the foundation for every decision-making process and operational activity of the company.
Through the implementation of ethical codes and behavioral guidelines, all Pupuk Kaltim personnel are encouraged to uphold integrity, professionalism, and avoid all forms of violations and conflicts of interest.
Furthermore, the company strengthens the compliance culture through whistleblowing system mechanisms, compliance training, and strict supervision to ensure all business activities run according to high legal and ethical standards.
With this commitment, Pupuk Kaltim strives to maintain stakeholder trust and create a clean, integrity-based, and sustainable work environment.
🌐 UN Global Compact Membership
As a member of the UN Global Compact, Pupuk Kaltim is committed to integrating the 10 UNGC Principles into business strategy and operations. This commitment encompasses respect for human rights, labor standards, environmental protection, and the eradication of corruption in all its forms.
Through this membership, Pupuk Kaltim strengthens its active role in promoting sustainable and responsible business practices, as well as contributing to the achievement of the Sustainable Development Goals (SDGs).
📋 Code of Conduct
Pupuk Kaltim is committed to conducting business with integrity, professionalism, and responsibility through the implementation of the Corporate Code of Ethics as a behavioral guideline for all company personnel. This code of ethics serves as the foundation for interacting with fellow employees, customers, business partners, shareholders, and the wider community.
As a form of this commitment, all Pupuk Kaltim personnel including members of the Board of Commissioners, Directors, members of the Board of Commissioners Supporting Committee as well as every individual employee (organic and non-organic) of Pupuk Kaltim are required to sign the Integrity and Compliance Charter annually as a statement of compliance with the Corporate Code of Ethics. The signing has been implemented using a web-based electronic system accessible at epi.pupukkaltim.com.
Additionally, the integrity charter signing is also conducted by external parties related to the Company's business, such as vendors, interns, fostered partners, distributors, and corporate action implementation.
The implementation of the code of ethics encompasses compliance with laws and regulations, rejection of corruption practices, bribery and gratification, whistleblowing systems, conflict of interest management, anti-fraud, anti-discrimination, anti-monopoly and anti-unfair business competition practices, money laundering, insider trading, occupational health and safety, environmental preservation, as well as maintaining information confidentiality and company honor.
Through this commitment, Pupuk Kaltim builds a clean and transparent work culture, as well as strengthens the trust of all stakeholders in the company.
📊 Compliance
Pupuk Kaltim is committed to building a strong compliance culture through the implementation of ISO 37301:2021 – Compliance Management System. This standard ensures that all business processes run in accordance with laws, internal policies, and international standards. With a structured compliance system, Pupuk Kaltim strengthens transparent and integrity-based corporate governance.
Anti-Corruption
Pupuk Kaltim is committed to conducting business in a clean, transparent, and integrity-based manner through the implementation of anti-corruption policies in all company activities.
Anti-Fraud
Pupuk Kaltim implements a Fraud Control System as an effort to prevent and control potential fraud in all business processes. This system includes strengthening internal controls, early detection, violation reporting mechanisms, as well as firm and measured enforcement actions.
Through the implementation of these systems, Pupuk Kaltim strengthens its culture of integrity and transparency, and ensures the realization of clean and sustainable corporate governance.
📢 Whistleblowing System
Pupuk Kaltim implements a Whistleblowing System (WBS) based on ISO 37002:2021 as a transparent, secure, and accessible violation reporting mechanism for all stakeholders. This system is designed to promote a culture of integrity by ensuring confidentiality and protection for reporters, as well as ensuring every report is followed up objectively and professionally.
Through the implementation of an effective WBS, Pupuk Kaltim strengthens its commitment to anti-corruption, anti-fraud, and GCG implementation according to applicable standards.
Pupuk Kaltim has synergized with PT Pupuk Indonesia (Persero) in providing the Integrated Whistleblowing System platform for Pupuk Indonesia Group. Every individual can anonymously report various violations that occur within the Pupuk Kaltim and Pupuk Indonesia Group environment.
🌱 Development of Ethics and Anti-Corruption Culture
Pupuk Kaltim consistently builds and strengthens its ethics and anti-corruption culture as part of its commitment to integrity and Good Corporate Governance for all Pupuk Kaltim employees and stakeholders. Through the implementation of a code of ethics, regular training, socialization of integrity values, and a safe and anonymous violation reporting system, the company promotes the creation of a clean and transparent work environment.
