Corporate Governance

The establishment of the Board of Directors and the appointment of members of the Company are carried out based on the provisions of the Company’s Articles of Association and OJK Regulation No. 33/POJK.04/2014 concerning Directors and Board of Directors of Issuers or Public Companies. All members of the Board of Directors are appointed for a five-year term until 2027, which refers to the Deed of Articles of Association of PT Informasi Teknologi Indonesia Tbk number 18, dated November 16, 2022. To grant authority and power to the Board of Directors of the Company with the right of substitution to take all necessary actions in the context of the effectiveness and/or implementation of the decisions referred to above, including but not limited to:

1. To make, sign, print and/or issue the Concise Prospectus, Improvements and/or Additions to the Concise Prospectus, Initial Prospectus, Prospectus, Info Memo or Offering Circular and/or other documents in connection with or in the context of the Initial Public Offering of the Company’s shares;
2. Announcing in newspapers the Abridged Prospectus, Amendments and/or Additions to the Abridged Prospectus and/or other documents in connection with or in the context of the Initial Public Offering of the Company’s shares;
3. To make and sign the Underwriting Agreement, the Share Administration Management Agreement, and the Preliminary Principle License for the Listing of Equity Securities;
4. Prepare and sign the Equity Securities Registration Agreement with PT Kustodian Sentral Efek Indonesia;
5. Appoint supporting professionals and Capital Market supporting institutions (including but not limited to Legal Consultants, Notaries, Securities Administration Bureau, Underwriters, Public Accounting Firms, and Independent Appraisers);
6. Prepare, sign and submit the Registration Statement, securities listing application and/or other related documents to the Financial Services Authority (OJK) and PT Bursa Efek Indonesia (“Indonesia Stock Exchange”), as relevant;
7. Provide all necessary information and/or data related to the Initial Public Offering of the Company’s shares;
8. Make requests to be made and/or sign statements, letters, deeds, agreements and/or other documents

The establishment of the Board of Directors and the appointment of members of the Company are carried out based on the provisions of the Company’s Articles of Association and OJK Regulation No. 33/POJK.04/2014 concerning Directors and Board of Directors of Issuers or Public Companies.

All members of the Board of Commissioners were appointed for a five-year term of office until 2027, which refers to the Deed of Articles of Association of PT Informasi Teknologi Indonesia Tbk number 18, dated November 16, 2022. Granted authority and power to the Company’s Commissioners with the right of substitution to;

1. Register the Company’s shares in Collective Custody following the regulations of the Indonesian Central Securities Depository;
2. To list all of the Company’s shares which are issued and fully paid shares, both the New Shares to be published in the context of the Initial Public Offering and the shares already owned by the Company’s Shareholders on the Stock Exchange with due observance of the prevailing laws and regulations in the Capital Market sector;
3. Perform all actions in connection with the Public Offering of Shares to the Public through the Capital Market.

The Company has established an Audit Committee as required by OJK Regulation No. 55/2015. The Company has appointed the Chairman and Members of the Audit Committee following the prevailing rules and regulations in the Decree of the Board of Commissioners No. 352/ITI/Kep.Kom/XI/2022 on the Establishment of the Company’s Audit Committee dated November 16, 2022. On July 24, 2023, the Company conducted an Annual GMS with the sixth agenda item to change the composition of the Board of Commissioners (Independent Commissioner). This change impacted the changes in the design of the Audit Committee Members, as stated in letter NO. 388/ITI/Kep. 388/ITI/Kep.Kom/VIII/2023, with the following members:

The term of office of the Audit Committee members shall be, at most, the duration of office of the Board of Commissioners without prejudice to the right of the Board of Commissioners to dismiss the Audit Committee members before their term of office expires. The Audit Committee reports and is directly responsible to the Board of Commissioners. Based on the Audit Committee Charter, the Audit Committee, in carrying out its functions, has several duties and responsibilities as follows:

1. Supervise the financial information to be released, the adequacy of processes to identify and mitigate financial and business risks, and the objectivity and independence of internal and external auditors;
2. Reviewing compliance with laws and regulations related to the Company’s activities;
3. Provide recommendations to the Board of Commissioners regarding the appointment of external auditors by considering the scope of work and independence;
4. Providing an independent opinion in the event of a difference of opinion between management and accountants on the services offered and

Following the Audit Committee Charter, as part of the implementation of its duties, the Audit Committee shall hold meetings at least 4 (four) times in 1 (one) year.

Following POJK No. 34/2014, the implementation of the Nomination and Remuneration Committee function in the Company is carried out by the Board of Commissioners of the Company. Based on the provisions of Article 20 paragraphs (1) and (2) of POJK No. 34/2014, if no Nomination and Remuneration Committee is formed, guidelines for the implementation of the Nomination and Remuneration function must be made by the Board of Commissioners. They must be stated in the Board of Commissioners procedures. Some of the duties and responsibilities related to the nomination and remuneration function include, among others:

1. Provide recommendations to the Board of Commissioners regarding the composition of the positions of members of the Board of Directors and/or members of the Board of Commissioners; policies and criteria required in the Nomination process; and performance evaluation policies for members of the Board of Directors and/or members of the Board of Commissioners;
2. Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and / or members of the Board of Commissioners based on benchmarks that have been prepared as evaluation material;
3. Provide recommendations to the Board of Commissioners regarding capacity-building programs for members of the Board of Directors and/or members of the Board of Commissioners;
4. Provide recommendations to the Board of Commissioners regarding the remuneration structure, policy and amount of remuneration; and
5. Assist the Board of Commissioners in assessing performance with the suitability of remuneration received by each member of the Board of Directors and / or members of the Board of Commissioners.

The Company has established an Internal Audit Unit as required by OJK Regulation No. 56/2015 as stated in the Decree of the Board of Directors of PT Informasi Teknologi Indonesia No. 354/ITI/Kep.Dir/XI/2022 on the Establishment of Internal Audit Unit, dated November 16, 2022. The Company changed the membership composition of the Internal Audit Unit following the statement of the Company’s Board of Directors No. 440/ITI/Kep.Dir/VII/2023. The composition of the Internal Audit Unit members as of August 1, 2023, is as follows.

Chairman: Rafi Tandikat

Member: Bimo Seno Aditya

Member: Pangeran Yudhistira Muhamad

Profile of Head of Internal Audit Work Unit

The appointment of Rafi Tandikat as the head of the Internal Audit Unit has been approved by the Company’s Board of Commissioners based on the Decision of the Board of Commissioners of PT Informasi Teknologi Indonesia on Approval of the Establishment of the Internal Audit Unit and Nomination of Head of Internal Audit No. 353/ITI/Kep.Kom/XI/2022.

Internal Audit Function

Directly responsible to the President Director of the Company. Following the Company’s Internal Audit Charter, the main tasks of Internal Audit are to assess the effectiveness of the internal control system and risk management system, test compliance with the rules and regulations applicable in the Company, examine and evaluate efficiency and effectiveness in finance, accounting, operations, human resources, information technology and other activities. In particular, Internal Audit also audits the payroll process. This task can only be performed by employees assigned by the President Director through a letter of assignment, which also contains the scope and time limit of the audit within 1 (one) period.

In carrying out its duties and responsibilities, the Internal Audit Unit is guided by the Internal Audit Charter No. 472/ITI/Kep.Dir/VII/2023, as follows;

1. Prepare and implement the annual Internal Audit plan;
2. Test and evaluate the implementation of internal control and risk management systems following company policy;
3. Conducting examinations and assessments of efficiency and effectiveness in finance, accounting, operations, human resources, marketing, information technology, and other activities;
4. Provide suggestions for improvement and objective information about the activities examined at all levels of management;
5. Prepare an audit report and submit the message to the President Director and the Board of Commissioners;
6. Monitor, analyze and report on the implementation of follow-up improvements that have been suggested;
7. Cooperate with the Audit Committee;
8. Develop a program to evaluate the quality of internal audit activities performed and
9. Conduct special examinations if necessary.

The Company has a Code of Ethics that serves as a standard of behaviour and as a guideline for the Company in business activities. The Company’s commitment as a public company is to ensure long-term business continuity and become an essential guide to help build a good culture. The Company’s code of ethics can help build trust and credibility in the eyes of employees, customers, and society.

The following are the five principles of the Company’s code of ethics:

1. Integrity: Prioritizing honesty, truth, and transparency in all aspects of business.
2. Customer Interests: Focus on meeting customer needs and interests by providing quality products and services and prioritizing customer satisfaction.
3. Social Responsibility: Considering the impact of business on society and the environment and striving to balance corporate profits and social interests.
4. Security: Implementing security measures to protect company assets, employees and customer data.
5. Development: Prioritizing the growth and development of employees and the organization.

Risk management is crucial to ensure companies can overcome the risks associated with their business activities. The Company implements a risk management system with the primary objective to identify, anticipate, and formulate appropriate mitigation measures for each risk faced by the Company in running its business. Some of the risks that technology companies may face include information security risk, technology failure risk, regulatory complication risk, and market risk. The following are the steps taken by the Company in managing the risks arising in the Company’s business activities:

• Information Technology Risk

To be able to mitigate and minimize Information Technology Risks that may arise while the Company is running its business, the Company has taken several concrete steps, including strengthening and periodically updating the Company’s technological infrastructure; this is the Company’s commitment to maximizing the performance of the technical infrastructure which is the core of the Company. as an Information Technology company. Apart from that, the Company also completes the features of each product currently being developed by the Company. The Company must fulfil the needs of the Company’s clients, who are oriented towards technological trends developing in the current market. Remember that the Company establishes collaborations or partnerships with partners active in technology development so that the Company can always follow the needs and desires of the market. The Company also views the need to carry out research and development to anticipate the needs of the Company’s clients and market trends and needs in various industries. According to the Company, this is an investment for the Company for the future. To apply best practice knowledge, the Company collaborates or partners with market experts, considering that the Company’s business line operates in the Information Technology sector and demands rapid changes and adaptations so that the market can accept it. Lastly, don’t forget that the Company standardizes ISO 9001 – Quality Management System and ISO 27001 – Information Security Management System to maintain the quality of the products and services provided by the Company.

• Business Competition Risk

Business competition must be avoided by some companies, especially those engaged in information technology. The steps that the Company takes to mitigate and minimize the risk of business competition are improving the quality of the Company’s products and services and consistently releasing products that can follow the trend of technological developments in the market and the needs of the Company’s clients. In terms of service to clients, the Company builds excellent customer service to assist service users in submitting complaints, questions and problems encountered. To provide security for 70 service users, the Company makes security for the products issued always applies customer-oriented security and follows the standards that apply in the Information Technology industry today and in the future. In terms of products, the Company issues and develops product packages with attractive and innovative offers to the Company’s clients. In facing business competition, the Company always prioritizes and prioritizes the fulfilment of service standards based on excellent KPI (Key Performance Indicator) commonly applied in the technology industry.

• Human Resources Risk

In minimizing Human Resources Risk, the Company creates a comfortable working atmosphere for all employees by building a work culture following the Company’s philosophy, namely SPORTIF. The definition of the philosophy is S: Smart, P: Professional, O: Organization of Learning, R: Result Oriented, T: Teamwork, I: Integrity, F: Fun and openness. In addition, the Company provides the broadest opportunity for employees to participate in in-house and external training programs to develop employee skills and experience and organize a flagship program, namely Jatis Mobile Internship. The Company has also prepared Competitive Salary, Retention and Incentive Programs that are attractive to employees. In terms of meeting the needs of Human Resources, the Company cooperates in partnership with various competent Labor Service Providers and has a successful history. Then, the Company also provides a good career path for employees who excel and are qualified.

• Information Security Risk

Along with the rapid development of technology, information has become one of the most valuable assets for each individual. As a company engaged in information technology and prioritizing customer satisfaction, the Company pays serious attention to information security risks, considering that this is one of the essential things in maintaining the resilience and sustainability of the Company’s business. In connection with this, the Company has mitigated information security risks by continuously improving the security of information systems, increasing data protection, increasing cybersecurity education of human resources (HR), and adopting the latest technology. The Company has ISO 9001 and ISO 27001 certifications.

• Reputation Risk

In terms of providing satisfaction to service users, the Company conducts customer satisfaction surveys, and the Company improves services according to the survey results. The Company also builds positive communications continuously and effectively to resolve problems that occur with the services provided. By continually improving the quality of each product and service delivery, the Company believes that the trust of service users will grow over time.

• Macroeconomic and Global Risk

The Company develops products with new technology according to trends and developments that are adaptive to changing times, so the Company believes it will avoid macroeconomic and global risks. Then, the Company also develops and prepares the market to enter new market segments. The Company also strives to carry out efficient and effective financial management and disciplined operations following Standard Operating Procedures. In addition, the Company also optimizes the empowerment of each resource according to its ability and capacity.

• Risk of Government Policies or Regulations Related to the Company’s Line of Business

In terms of policies on government regulations, the Company complies with government policies and always communicates to all stakeholders of the Company in connection with changes to government policies. In addition, the Company also shares from the beginning with Service Users related government policies so that Service Users follow and comply with these policies.

• Risk of Claims and Lawsuits

Regarding the risk of claims, the Company includes provisions regarding rights and obligations in detail and conditions on settling in the event of a dispute in the agreement by prioritizing choosing arbitration and other alternative dispute resolution as a place of dispute resolution.

• Risk of Changes in Foreign Exchange Rates

In anticipating the Risk of Changes in Foreign Exchange Rates, the Company in each Cooperation Contract regulates that each payment is made in Rupiah currency.

• International Regulatory Risk

The Company overcomes this risk by engaging independent legal consultants who are affiliated with and have legal knowledge related to the legal system and substance of the country where the Company conducts its business activities.