ACGS Part D - Responsibilities of the Board
The ASEAN Corporate Governance Scorecard measures corporate governance against ASEAN regional best practice standards.
Table of Responsibilities of The Board
| Part | Corporate Governance Standards | Implementation |
|---|---|---|
| D.1 | Board Duties and Responsibilities | |
| Clearly defined board responsibilities and corporate governance policies | ||
| D.1.1 | Does the company disclose its corporate governance policy/board charter? | The corporate governance policy/Board Charter is disclosed. |
| D.1.2 | Are the types of decisions requiring board of directors/commissioners approval disclosed? | The types of decisions requiring Board of Directors/Commissioners approval are disclosed. |
| D.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated? | The roles and responsibilities of the Board of Directors/Commissioners are clearly disclosed. |
| Corporate Vision/Mission | ||
| D.1.4 | Does the company have an updated vision and mission statement? | The 2024 vision, mission and corporate values were approved alongside the Transformation Programme via Board of Directors Decree No.0319.K/DIR/2024 (3 December 2024) on Determination of the Company's Vision. |
| D.1.5 | Does the board of directors play a leading role in developing and reviewing the company's strategy at least annually? | The Board of Directors plays a leading role in developing and reviewing the company's strategy at least annually. |
| D.1.6 | Does the board of directors have a process to review, monitor and oversee implementation of the corporate strategy? | Such a process exists, with the mechanism set out in the Board Manual. |
| D.2 | Board Structure | |
| Code of Ethics or Conduct | ||
| D.2.1 | Are the details of the code of ethics or conduct disclosed? | Details of the code of ethics/conduct are disclosed. |
| D.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code(s)? | All are required to comply with the Code of Ethics. |
| D.2.3 | Does the company have a process to implement and monitor compliance with the code of ethics or conduct? | A process to implement and monitor compliance with the code of ethics exists. |
| Board Structure & Composition | ||
| D.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? | As of 31 December 2025: 5 of 10 Commissioners are Independent Commissioners (Burhanuddin Abdullah, Mutanto Juwono, Andi Arief, Yazid Fanani, Ali Masykur Musa). |
| D.2.5 | Does the company have a term limit of nine years or less, or two terms of five years each, for its independent directors/commissioners? | The company has a term limit consistent with this criterion for both Directors and Commissioners. |
| D.2.6 | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? | Would conflict with SOE Ministerial Regulation PER-/MBU/03/2023; the criterion becomes Not Applicable. |
| D.2.7 | Does the company have any executive directors serving on more than two boards of listed companies outside the group? | No Director serves on more than two listed companies outside the PLN group (as of 31 December 2025). |
| Nominating Committee | ||
| D.2.8 | Does the company have a Nominating Committee? | The company has a Nominating Committee. |
| D.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? | As of 31 December 2025: 5 of 7 Nominating Committee members are Independent Commissioners (Burhanuddin Abdullah, Andi Arief, Ali Masykur Musa, Yazid Fanani, Aminuddin Ma'ruf). |
| D.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? | The Nominating Committee chairman is Mr. Burhanuddin Abdullah (Independent Commissioner). |
| D.2.11 | Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? | The Nominating Committee's terms of reference/charter are disclosed in the Annual Report. |
| D.2.12 | Is the meeting attendance of the Nominating Committee disclosed, and did it meet at least twice during the year? | Attendance is disclosed; the Committee met more than twice during the year. |
| Remuneration Committee/Compensation Committee | ||
| D.2.13 | Does the company have a Remuneration Committee? | The company has a Remuneration Committee. |
| D.2.14 | Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | Would conflict with SOE Ministerial Regulation PER-/MBU/03/2023; the criterion becomes Not Applicable. |
| D.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | The Remuneration Committee chairman is Mr. Burhanuddin Abdullah (Independent Commissioner). |
| D.2.16 | Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? | The terms of reference/charter are disclosed, though the content is not yet disclosed in detail. |
| D.2.17 | Is the meeting attendance of the Remuneration Committee disclosed, and did it meet at least twice during the year? | Attendance is disclosed; the Committee met more than twice during the year. |
| Audit Committee | ||
| D.2.18 | Does the company have an Audit Committee? | The company has an Audit Committee. |
| D.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | Would conflict with SOE Ministerial Regulation PER-/MBU/03/2023; the criterion becomes Not Applicable. |
| D.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? | The Audit Committee chairman is Mr. Yazid Fanani (Independent Commissioner). |
| D.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | The Audit Committee's terms of reference/charter are disclosed. |
| D.2.22 | Does at least one independent director/commissioner on the committee have accounting expertise (qualification or experience)? | Mr. Yazid Fanani (Audit Committee Chairman, expertise in audit and law) and Mr. Andi Arief (audit experience). |
| D.2.23 | Is the meeting attendance of the Audit Committee disclosed, and did it meet at least four times during the year? | Attendance is disclosed; the Committee met 60 times in 2024. |
| D.2.24 | Does the Audit Committee have primary responsibility for recommending the appointment and removal of the external auditor? | The Audit Committee has this primary responsibility. |
| D.3 | Board Processes | |
| Board meetings and attendance | ||
| D.3.1 | Are board of directors meetings scheduled before the start of the financial year? | Board of Directors meetings are scheduled before the start of the financial year. |
| D.3.2 | Does the board of directors/commissioners meet at least six times per year? | Meetings are held more than six times per year. |
| D.3.3 | Has each director/commissioner attended at least 75% of all board meetings held during the year? | Each Director meets the 75% minimum; some Commissioners fall below 75% attendance (in both 2024 and 2025). |
| D.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | The company has not yet set a minimum quorum of 2/3 for board decisions. |
| D.3.5 | Did the non-executive directors/commissioners meet separately at least once during the year without any executives present? | A separate meeting without executives present was held at least once during the year. |
| Access to Information | ||
| D.3.6 | Are board papers provided to the board at least five business days in advance of the meeting? | Not yet provided at least five business days in advance of the meeting. |
| D.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | The Corporate Secretary plays a significant role in supporting the board. |
| D.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and does he/she keep abreast of relevant developments? | The Corporate Secretary (Yuliandra Syahrial Nurdin) has documented training relevant to the business, with career progression at PLN since 2021 (from Manager, UP3 Pekanbaru, to EVP Stakeholder Management & BoD Support). |
| Board Appointments and Re-election | ||
| D.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? | The criteria used for selecting new Directors/Commissioners are disclosed. |
| D.3.10 | Did the company describe the process followed in appointing new directors/commissioners? | The process for appointing new Directors/Commissioners is disclosed. |
| D.3.11 | Are all directors/commissioners subject to re-election every 3 years (or 5 years where legislation prescribes a 5-year term)? | All Directors are re-elected every 5 years. |
| Remuneration Matters | ||
| D.3.12 | Do the shareholders or the board of directors approve the remuneration of executive directors and/or senior executives? | Approved per Shareholder Letter No. SR-38/Wk.MBU.01/08/2024 and Board of Directors Decree No.0317.K/DIR/2025 on Employee Reward Rates. |
| D.3.13 | Does the company have measurable standards to align performance-based remuneration of executive directors and senior executives with the company's long-term interests (e.g. claw-back provisions, deferred bonuses)? | The company does not yet have such measurable standards (claw-back provision, deferred bonus). |
| Internal Audit | ||
| D.3.14 | Does the company have a separate internal audit function? | The company has a separate internal audit function. |
| D.3.15 | Is the head of internal audit identified, or, if outsourced, is the name of the external firm disclosed? | The Head of Internal Audit is identified. |
| D.3.16 | Does the appointment and removal of the internal auditor require Audit Committee approval? | Not yet subject to Audit Committee approval. |
| Risk Oversight | ||
| D.3.17 | Does the company establish sound internal control procedures/a risk management framework and periodically review its effectiveness? | Internal control procedures/a risk management framework are established and periodically reviewed. |
| D.3.18 | Does the Annual Report disclose that the board has conducted a review of the company's material controls (operational, financial, compliance) and risk management systems? | The Annual Report discloses that the Board has reviewed such controls. |
| D.3.19 | Does the company disclose the key risks to which it is materially exposed (financial, operational including IT, environmental, social, economic)? | Key material risks are disclosed. |
| D.3.20 | Does the Annual Report contain a statement from the board or Audit Committee commenting on the adequacy of internal controls/risk management systems? | Such a statement is included in the Annual Report. |
| D.4 | People on the Board | |
| Board Chairman | ||
| D.4.1 | Do different persons assume the roles of chairman and CEO? | Yes, different persons: Chairman of the Board of Commissioners - Burhanuddin Abdullah; President Director - Darmawan Prasodjo (as of 31 December 2025). |
| D.4.2 | Is the chairman an independent director/commissioner? | The Chairman (Burhanuddin Abdullah) is an Independent Commissioner, appointed via Circular GMS Decree No.SK-189/MBU/07 dated 23 July 2024. |
| D.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | No Director has been the company's former President Director within the past 2 years. |
| D.4.4 | Are the role and responsibilities of the chairman disclosed? | The role and responsibilities of the Chairman of the Board of Commissioners are disclosed. |
| Lead Independent Director | ||
| D.4.5 | If the chairman is not independent, has the board appointed a Lead/Senior Independent Director with a defined role? | The Chairman is an Independent Commissioner (Burhanuddin Abdullah, appointed via Circular GMS Decree No.SK-189/MBU/07 dated 23 July 2024). |
| Skills and Competencies | ||
| D.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector in which the company operates? | There is a Commissioner with such experience, Mr. Dadan Kusdiana. |
| D.5 | Board Performance | |
| Directors Development | ||
| D.5.1 | Does the company have orientation programmes for new directors/commissioners? | An orientation programme for new Directors/Commissioners exists. |
| D.5.2 | Does the company have a policy and actual practice/programmes encouraging directors/commissioners to attend ongoing or continuous professional education? | Such a policy and actual programmes exist. |
| CEO/Executive Management Appointments and Performance | ||
| D.5.3 | Does the company disclose how the board plans for the succession of the CEO/Managing Director/President and key management? | The succession plan for the President Director and Senior Executives is disclosed. |
| D.5.4 | Does the board conduct an annual performance assessment of the CEO/Managing Director/President? | An annual performance assessment of the President Director is conducted. |
| Board Appraisal | ||
| D.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed? | An annual performance assessment is conducted and the criteria/process are disclosed. |
| Director Appraisal | ||
| D.5.6 | Did the company conduct an annual performance assessment of individual directors/commissioners and disclose the criteria and process followed? | The performance assessment is conducted collegially, with the criteria/process disclosed, but not yet on an individual, per-director/commissioner basis. |
| Committee Appraisal | ||
| D.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed? | An annual performance assessment of the committees is conducted and the criteria/process are disclosed. |
