The Board of Commissioners shall oversee the management policy of the Board of Directors as well as oversee and provide advice to the Board of Directors in managing the Company in accordance with the purposes and objectives of the Company, the Articles of Association, prevailing laws and regulations, with due observance to the good corporate governance (GCG) principles.

The Board of Commissioners meeting may be held at any time if deemed necessary at the request of one or more members of the Board of Commissioners by mentioning the matters to be discussed. However, for regularity within the Company's organization, the Board of Commissioners determines a scheduled Board of Commissioners meeting.

Regular/scheduled meetings of the Board of Commissioners consist of the following:

1. Meeting of the Board of Commissioners, at least 1 (one) time in 2 (two) months.
2. Joint meeting with the Board of Directors at least 1 (one) time in 4 (four) months.

The Meeting of the Board of Commissioners is only valid and can make binding decisions if more than ½ (one-half) of the total members of the Board of Commissioners are present or represented at the meeting.

To support the GCG implementation, it is necessary to regulate the working relationship of the Company's organs, especially between the Board of Commissioners and the Board of Directors, as well as guidelines that can be used as a basis for the Board of Commissioners/Board of Directors in performing their duties.

The Board of Commissioners has a Board Commissioners Charter, issued on December 16, 2020, to guide the Board of Commissioners in performing their respective duties. The Board of Commissioners Charter is prepared based on the principles of corporate law, applicable laws and regulations, provisions of the Articles of Association, GMS resolutions and directions, and GCG best practices.

Read more about our Board of Commissioners Charter in the link below.

Board of Commissioners Charter

The Board of Directors shall lead and manage the Company in the interest of the Company in accordance with the purposes and objectives of the Company, the Articles of Association, prevailing laws and regulations, and with due observance to the GCG principles.

The Board of Directors meeting may be held at any time if deemed necessary at the request of one or more members of the Board of Directors or at the request of the Board of Commissioners by mentioning the matters to be discussed. However, for regularity within the organization, the Board of Directors determines a scheduled Board of Directors meeting.

Regular/scheduled meetings of the Board of Directors consist of:

1. Meeting of the Board of Directors, at least 1 (one) time in every month.
2. Joint meeting with the Board of Commissioners at least (one) time in 4 (four) months.

The Meeting of the Board of Directors is valid and has the right to make binding decisions if attended by more than ½ (one-half) of the members of the Board of Directors.

To support the GCG implementation, it is necessary to regulate the working relationship of the Company's organs, especially between the Board of Directors and the Board of Commissioners, as well as guidelines that can be used as a basis for the Board of Directors/Board of Commissioners in performing their duties.

The Board of Directors has a Board Directors Charter, issued on December 16, 2020, to guide the Board of Directors in performing their respective duties. The Board of Directors Charter is prepared based on the principles of corporate law, applicable laws and regulations, provisions of the Articles of Association, GMS resolutions and directions, and GCG best practices.

Read more about our Board of Directors Charter in the link below.

Board of Directors Charter

In performing its duties according to GCG principles, the Board of Commissioners needs to be assisted by supporting organs to realize effective oversight. The supporting organs of the Board of Commissioners consist of Committees whose formation is adjusted to the conditions and needs of the company.

Qualification Profile

The Audit and Risk Management Committee consists of 3 (three) members, of which 1 (one) Independent Commissioner is the Chairman and 2 (two) independent party members who meet the requirements in accordance with OJK Regulation No. 55/POJK.04/2015 and have an adequate understanding of the Company's business.

Audit and Risk Management Committee members are appointed and dismissed by the Board of Commissioners. The currently serving Audit and Risk Management Committee is appointed based on the Circular Resolution of the Board of Commissioners in Lieu of the Board of Commissioners Meeting Number: 013/TBS-RBOC/XI/2023 dated November 30, 2023, for the term of office up to 2024. The appointment of the Audit and Risk Management Committee has been reported to the OJK through the Board of Directors Letter Number: 257/TBS/XII/2023 dated December 4, 2023.

Committee Charter

The audit and Risk Management Committee has an Audit and Risk Management Committee Charter as a working guideline that regulates duties, responsibilities, and authorities, as well as the organization of the Audit and Risk Management Committee, which is structured to create efficient and effective supervision. The audit and Risk Management Committee Charter was updated on March 14, 2018, and signed by all Audit and Risk Management Committee members.

Read more about our Audit and Risk Management Committee Charter in the link below.

Audit and Risk Management Committee Charter

The Company has established the Nomination and Remuneration Committee to assist the Board of Commissioners in performing supervisory function and ensuring that the nomination process for strategic management positions and remuneration setting process is carried out objectively, effectively and efficiently.

The Nomination and Remuneration Committee will consist of at least 3 (three) members, provided:

a. 1 (one) Chairman and counted as member; and

b. other members comprising of:

1. Member of Board of Commissioners;
2. Competent external party to the Company; or
3. An Executive Officers holding a senior position in human resources under the Board of Directors.

Pursuant to the OJK Regulation No. 34/2014, the Nomination and Remuneration Committee Chairman shall be an Independent Commissioner.

In 2023, the Company established new committee under the Board of Commissioners, the Environmental, Social, and Governance Committee (ESG), which will assist the Board of Commissioners to oversees the Board of Directors in fulfilling the commitment to the environment, health and safety, corporate social responsibility, corporate governance, as well as sustainability programs that are relevant to the Company.

Qualification Profile

The ESG Committee will consist of at least 3 (three) members, provided:

a. 1 (one) Chairman and counted as member; and

b. other members comprising of:

1. Member of Board of Commissioners;
2. Competent external party to the Company; or
3. An Executive Officers holding a senior position in Sustainability under the Board of Directors.

The ESG Committee member are appointed and dismissed by the Board of Commissioners based on the Board of Commissioner’s meeting resolution and/or Board of Commissioners decision letter.

The Corporate Secretary has a function to assist the Board of Directors in ensuring the Company's compliance with applicable laws and regulations and administering the decisions of the Company, as well as communicating with the capital market authorities and the public. The Corporate Secretary is appointed and reports directly to the Board of Directors.

Pingkan Ratna Melati

Head of Legal and Corporate Secretary

Indonesian citizen domiciled in Jakarta. She was appointed as the Company's Corporate Secretary on December 16, 2019, based on the Board of Directors’ Circular Resolution as a substitute for the Board of Directors Meeting dated December 16, 2019, announced to the public through the IDXNet website (e-reporting) and the Company's website. Since February 1, 2021, she also serves as Head of Legal. 

She earned a Bachelor's degree in Law from Sam Ratulangi University, Manado, and a Master's degree in Business Law from the University of Indonesia. Before joining the Company in 2011, she worked at PT Bank CIMB Niaga Tbk (2005-2011), with her last position as Senior Counsel in the Corporate Legal Group.

Duties & Responsibilities

The Corporate Secretary is responsible for monitoring the Company's compliance with relevant laws, rules, and regulations and managing documents and information related to the Company.

All duties and responsibilities conducted by Corporate Secretary are based on the principle of information disclosure by ensuring the availability of accurate and timely information about the Company's performance, including the provision of quarterly reports, annual reports, and other information about the Company.

Corporate Secretary is also responsible to:

1. Keeping up-to-date about capital market development and ensuring the Company's compliance with the provisions of the applicable laws and regulations, especially capital market regulations.
2. Providing input to the Company’s Board of Directors and the Board of Commissioners in relation to the Company's compliance with the laws and regulations in the Capital Market sector.
3. Assisting the Board of Directors and the Board of Commissioners in implementing corporate governance, including disclosure of information to the public (including availability of information on the Company's website), timely submission of reports to OJK, organizing and documenting GMS, organizing and documenting Board of Directors and/or Board of Commissioners meetings.
4. As a liaison between the Company and its shareholders, OJK, and other stakeholders.

Internal audit is an activity associated with providing independent and objective assurance and consultations, aiming to increase the values and improve operations of the Company through a systematic approach by evaluating and increasing the effectiveness of internal control and risk management system.

Alvin Novalino

Head of Internal Audit & Risk Management

Alvin Novalino was appointed as Head of Internal Audit Unit and Risk Management of the PT TBS Energi Utama Tbk (Company) based on Board of Directors’ Decision Letter No.004/TBS-RBOD/X/2024 dated 1 October 2024.

Prior to joining the Company in 2021, he worked as Internal Audit Manager -  PT Adimitra Baratama Nusantara in 2018 – 2021 and Senior Associate - KAP Rintis, Jumadi, Rianto & Rekan (PwC Indonesia) in 2013 – 2017.

Alvin obtained his bachelor’s degree in accounting from Andalas University. He also obtained Certified Governance, Risk Management & Compliance Professional (GRCP), Certified Governance, Risk Management & Compliance Auditor (GRCA), Certified Integrated Policy Management Professional (IPMP), Certified Integrated Data Privacy Professional (IDPP), Certified Integrated Audit & Assurance Professional (IAAP) all issued by the Open Compliance Ethics Group (OCEG) USA.

Duties & Responsibility

According to Internal Audit Charter, the duties and responsibilities of the Internal Audit Unit include the following: 

1. Prepare and perform RKAT
2. Examine and evaluate internal control and risk management system in accordance with the Company’s policies. 
3. Examine and assess efficiency and effectiveness in finance, accounting, operations, human resources, marketing, information technology and other activities. 
4. Provide objective improvement recommendations and information related to audited activities at every management level. 
5. Prepare audit report and present the report to President Director and Audit Committee. 
6. Monitor, analyze, and report follow-up on improvement recommendations. 
7. Cooperate with Audit Committee and External Auditor.
8. Perform particular tasks if needed.

Internal Audit Charter

Internal Audit has a Charter as its work guidance. The Charter was established based on the Board of Directors' Decision dated May 14, 2012, updated on March 1, 2018, and signed by the Audit Committee Chairman as representative of the Board of Commissioners and Audit Committee members. The internal Audit Charter contains provisions about the Internal Audit Unit, including duties, responsibilities, and authorities.

Read more about our Internal Audit Charter in the link below.

Internal Audit Charter