Corporate Governance

Board of Commissioners

During 2024, the Board of Commissioners held a meeting with the Board of Directors once, which was fully attended by all members of the Board of Commissioners.

The duties, authority, and responsibilities of the Board of Commissioners are as follows:

1. Oversee and be responsible for monitoring the management policies, the conduct of management regarding the Company and its business, and provide advice to the Board of Directors.
2. Organize the General Meeting of Shareholders (GMS) within its authority.
3. Carry out duties and responsibilities in good faith, with full responsibility, and caution.
4. To support the effectiveness of performing its duties and responsibilities, form an Audit Committee and may establish other committees.
5. Perform nomination and remuneration functions.
6. Evaluate the performance of the committees that assist in carrying out its duties and responsibilities at the end of each financial year.

In the future, the Board of Commissioners, including the Independent Commissioner, will continue to implement and develop its duties as the supervisory body of the Company as outlined above while adhering to the provisions of the Limited Liability Company Law (UUPT), OJK Regulation No. 33/2014, and other related regulations.

The Company and the Board of Commissioners do not have contracts related to post-employment benefits.

Board of Directors

During 2024, the Board of Directors held a meeting with the Board of Commissioners once, which was fully attended by all members of the Board of Directors.

The duties, responsibilities, and authority of the Board of Directors are as follows:

1. Manage and be responsible for the administration of the Company for the benefit of the Company in accordance with its purposes and objectives.
2. Organize the General Meeting of Shareholders (GMS).
3. Carry out duties and responsibilities in good faith, with full responsibility, and caution.
4. To support the effectiveness of performing its duties and responsibilities, the Board of Directors may form committees.
5. Evaluate the performance of any committees it forms at the end of each financial year (if applicable).

In the future, the Board of Directors will continue to implement and develop its duties as the management body of the Company as outlined above while adhering to the provisions of the Limited Liability Company Law (UUPT), OJK Regulation No. 33/2014, and other related regulations.

After becoming a public company, in order to enhance the competence of the Board of Directors, the Company will involve the Board of Directors in seminars/workshops organized by competent institutions, including those held by the OJK and the Indonesia Stock Exchange (IDX).

The Company and the Board of Directors do not have contracts related to post-employment benefits.

Audit Committee

In order to comply with OJK Regulation No. 55/2015, the Company has decided to establish an Audit Committee as outlined in the Company’s Board of Commissioners Decree No. 001/AVI/SK.KOM/X/2024 dated October 15, 2024, regarding the Formation of the Audit Committee, with the following composition of Audit Committee members:

Information regarding Dr. Teuku Syahrul Ansari as Chairman of the Audit Committee has been disclosed in the Board of Commissioners’ statement.

Educational Background:

Work Experience :

Educational Background :

Work Experience :

Duties and Responsibilities of the Audit Committee :

In carrying out its functions, the Audit Committee has the following duties and responsibilities:

1. Reviewing the financial information to be issued by the Company to the public and/or authorities, including financial statements, projections, and other reports related to the Company’s financial information;
2. Reviewing compliance with applicable laws and regulations related to the Company’s activities;
3. Providing independent opinions in case of disagreements between management and accountants regarding the services provided;
4. Recommending the appointment of an accountant to the Board of Commissioners based on independence, scope of assignment, and compensation;
5. Reviewing the internal audit activities and monitoring the follow-up actions by the Board of Directors on internal audit findings;
6. Reviewing risk management activities conducted by the Board of Directors;
7. Reviewing complaints related to the accounting and financial reporting processes of the Company;
8. Reviewing the independence and objectivity of public accountants;
9. Reviewing the adequacy of audits conducted by public accountants;
10. Investigating allegations of errors in Board of Directors’ meeting decisions or deviations in the implementation of decisions;
11. Reporting the results of the reviews to all members of the Board of Commissioners upon completion of the review by the Audit Committee;
12. Reviewing and providing recommendations to the Board of Commissioners regarding potential conflicts of interest within the Company;
13. Maintaining confidentiality of the Company’s documents, data, and information.

The authority of the Audit Committee is outlined in the Audit Committee Charter dated October 15, 2024.

Authority and Work Mechanism of the Audit Committee:

In carrying out its duties, the Audit Committee has the authority and work mechanisms as follows:

1. Access to documents, data, and information of the Company regarding employees, funds, assets, and company resources as necessary;
2. Direct communication with employees, including the Board of Directors and those carrying out the functions of internal audit, risk management, and accountants related to the duties and responsibilities of the Audit Committee;
3. Involving independent parties outside of the Audit Committee members as necessary to assist in carrying out its duties (if required);
4. Exercising other authority granted by the Board of Commissioners.

Currently, the Company’s Audit Committee held its first meeting on November 15, 2024. Moving forward, the Audit Committee will conduct meetings at least once every three months in accordance with OJK Regulation No. 55/2015 dated December 23, 2015, concerning the Establishment and Guidelines for the Work Implementation of the Audit Committee.

At present, a brief report on the activities of the Audit Committee is not yet available, as the Company’s Audit Committee was only established on October 15, 2024.

The term of office for Audit Committee members is up to the closing of the next 3rd Annual General Meeting of Shareholders and can only be re-elected for one subsequent term.

Nomination and Remuneration Committee

In accordance with the Board of Commissioners’ Approval Letter of PT Alfa Valves Indonesia Tbk No. 003/AVI/SK.KOM/X/2024 dated October 15, 2024, the Company declares that the Nomination and Remuneration functions are not carried out by a separate Nomination and Remuneration Committee. Instead, these functions are performed by the Board of Commissioners. The Board has prepared Guidelines for the Implementation of the Nomination and Remuneration Functions in accordance with OJK Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.

The Board of Commissioners plans to hold meetings at least once every four months to carry out the Nomination and Remuneration functions, as stipulated in OJK Regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers or Public Companies (“OJK Regulation No. 34”).

The Nomination and Remuneration function aims to determine the salary, service fees, and/or benefits for members of the Board of Directors as stated in OJK Regulation No. 34/2014. Based on the Circular Resolution of the Board of Commissioners dated October 15, 2024, the Nomination and Remuneration functions of the Company are carried out by the Board of Commissioners.

As of now, the Board of Commissioners has not held any meetings related to the Nomination and Remuneration functions, as the decision to implement these functions was only issued on October 15, 2024. Going forward, the Board of Commissioners plans to hold meetings at least three times a year to fulfill the Nomination and Remuneration functions in accordance with OJK Regulation No. 34/2014.

Board of Commissioners:

Directors: