PT Lovina Beach Brewery adopts the principles of Good Corporate Governance (GCG) to establish a healthy system of control and management within the company. This system is based on ethical work practices and principles of sound corporate management, serving as a foundation to measure the company’s performance. The principles of Accountability, Responsibility, Transparency, Fairness, and Independence should be implemented in the company’s managerial processes with the aim of operating sustainably and providing benefits to stakeholders. The implementation of GCG is a management process focused on the long-term sustainability of the company. Consistent adherence to corporate governance is expected to yield better outcomes and stimulate growth and optimal performance. The role of the Board of Commissioners is to exercise oversight functions and provide input to the Board of Directors responsible for the successful management of the company in line with predetermined goals and targets. Commissioners are also responsible for avoiding decisions that may potentially harm the company or external parties beyond established boundaries. One of the primary objectives of implementing GCG is to ensure that the company is well-managed in order to produce the best products according to the company’s focus and business field. By adhering to GCG principles, company management can act optimally within the applicable and agreed-upon operational systems.

The Board of Commissioners Duties

The Board of Commissioners is responsible for:

1. Overseeing and assuming responsibility for monitoring the management policies and overall operations of the Company, providing guidance to the Board of Directors.
2. Granting approval for the Company’s annual work plan, no later than prior to the start of the upcoming fiscal year.
3. Fulfilling specific tasks assigned to them as outlined in the Articles of Association, relevant laws and regulations, and/or resolutions passed by the General Meeting of Shareholders.
4. Fulfilling duties, exercising authority, and upholding responsibilities in accordance with the provisions stated in the Company’s Articles of Association and resolutions passed by the General Meeting of Shareholders.
5. Reviewing and examining the annual reports prepared by the Board of Directors, and affixing their signatures to such reports.
6. Adhering to the Articles of Association and applicable laws and regulations, while ensuring the implementation of principles such as professionalism, efficiency, transparency, independence, accountability, responsibility, and fairness.
7. Undertaking the responsibilities of nomination and remuneration in accordance with the prevailing laws and regulations.

In order to ensure the effectiveness of their supervisory duties and responsibilities, it is mandatory for the Board of Commissioners to establish and determine the composition of the audit committee and other committees in accordance with the prevailing laws and regulations in the Capital Market. Additionally, they are legally obligated to conduct evaluations of the performance of these committees at the conclusion of the Company’s fiscal year.

The Board of Commissioners is obliged to:

• Supervise the execution of the Company’s yearly operational plan.
• Monitor the progress of the Company’s operations, and in the event of notable decline, promptly report it to the General Meeting of Shareholders (GMS) accompanied by suggested measures for improvement.
• Offer opinions and recommendations to the GMS on any other significant matters pertaining to the Company’s management.
• Fulfill additional supervisory responsibilities as mandated by the GMS.
• Provide feedback on the regular reports submitted by the Board of Directors and when deemed necessary concerning the Company’s progress.

Commissioners’ meetings have the flexibility to be convened at any given time. It is noteworthy that since the Company’s inception, internal Commissioners’ meetings or joint meetings with the Board of Directors have never been conducted. The appointment of Independent Commissioners only transpired on June 12, 2023, in alignment with the Company’s commitment to adhering to POJK No. 33/POJK.04/2014. In accordance with regulatory requirements, the Company’s Commissioners will conduct scheduled Board of Commissioners meetings at a minimum frequency of once every two months, while joint meetings with the Board of Directors will be held at least once every four months.

Board of Directors’ Duties

The Board of Directors bears the duty of overseeing and assuming responsibility for the administration of the Company, with a focus on advancing the Company’s best interests in accordance with its stated purposes and objectives. Each individual serving on the Board of Directors is obligated to execute their assigned tasks and obligations in a manner that reflects good faith, unwavering accountability, and careful discretion. Moreover, they must adhere to all relevant laws, regulations, and provisions set forth in the Company’s Articles of Association.

The main tasks of the Board of Directors are:

1. Leading, managing, and controlling the Company in accordance with the purposes and objectives of the Company, and constantly striving to improve the efficiency and effectiveness of the Company;
2. Managing and safeguarding the Company’s assets;
3. Formulating the annual work plan that includes the Company’s annual budget and must be submitted to the Board of Commissioners for approval before the start of the upcoming fiscal year.

To support the effectiveness of their tasks and responsibilities, the Board of Directors may establish committees and is obliged to evaluate the performance of these committees at the end of the Company’s fiscal year. To support the implementation of good corporate governance principles by the Company, the Board of Directors is obliged to establish and have the authority to appoint and dismiss the corporate secretary or the organization structure of the corporate secretary unit and its responsible personnel.

Board of Directors meetings are held periodically at least once a month. Since the establishment of the Company, the Directors have never held internal Directors’ meetings or joint meetings with the Board of Commissioners. To comply with OJK Regulation No. 33/2014, the Company’s Directors will hold regular Directors’ meetings at least once a month and hold joint Directors’ meetings with the Board of Commissioners periodically at least once every four months.