PT. Victoria Investama Tbk

GOOD CORPORATE GOVERANCE

GCG Implementation

The corporate management system in place in the Company has been designed with a consideration on the implementation of the transparency, accountability, responsibility, independence, and fairness principles, as listed on the GCG general guidelines established by the national Committee on governance Policy (KKNG) and the prevailing regulations.

Transparency

To uphold objectivity in doing its business, the Company provides material and relevant information in an accessible and easily understandable manner to all stakeholders. the Company provides the full extent of access to information to the public and shareholders as regulated by the provisions of the Financial services authority and by its own accord. reports are published regularly and in a timely manner, and these include the quarterly financial statements and the audited financial statements for the year, as well as the annual report. Information is also provided via print and electronic media, and also through public expose.

Accountability

The Company employs a corporate management system that encourages the establishment of a clarity of functions, implementation and responsibility of each of the Company's organs. measures that have been taken in terms of accountability are, among others, reporting by the Board of Directors to the Board of Commissioners regarding the annual budget and joint evaluation on the Company's financial performance, presentation of the annual report at the annual general meeting of shareholders ("AGMS"), appointment of the external auditor, and the enactment of the Company's set of Business ethics and Code of Conduct.

Responsibility

The Company strives to ensure its full compliance with all relevant regulations and fulfill its responsibility towards the society and the environment. this is aimed at preserving its business continuity in the long run and in recognition of the Company as a paragon for other corporate citizens.

Independence

The Company ensures that its management is conducted independently so that each organ of the Company does not dominate the other nor be able to be intervened by other parties. For example, the Board of Commissioners and the Board of Directors of the Company may have independently different opinions in a decision-making process, yet they are allowed to acquire advice from independent consultants in law and human resources, as well as committees, to support the execution of its duties.

Fairness and Equitability

The Company applies an equal treatment to the public, capital market authority, capital market communities, as well as other stakeholders. Its relationship with employees is kept at a highly satisfactory level by paying adequate attention to the rights and obligations of both parties.

BOARD OF DIRECTORS & COMISSIONER CHARTER

PT. Victoria Investama Tbk

Aldo Tjahaja
President Director

Indonesian citizen, 46 years of age. Born in Jakarta 1973.
Obtained his Bachelor of Science from
the University of Oregon in 1995.

Cendrasuri Ependy
Independent Director

Indonesia citizen, 39 years of age. Born in Palembang in 1980.
Obtained her Bachelor of Economics degree in Accounting from
Tarumanegara University in 2002.

Untung Woenardi
President Commissioner

Indonesia citizen, 61 years old.
Serving as President Commissioner since January 20th, 2017 based on Deed No. 183/2017

Peter Rulan Isman
Independent Commissioner

Indonesia citizen, 48 years of age.
Born in Jakarta 1971. Obtained his Bachelor of Business and Management degree from Boston University in Massachusetts, USA in 1993.

Rebbeca Wahjutirto Tanoyo
Commissioner

Indonesia citizen, 32 years of age.
Born in Surabaya in 1987. Obatined her Bachelor of Art from the University of San Francisco, USA in 2010.

COMMITTEE

Members of Renumerartion & Nomination Committee

PT. Victoria Investama, Tbk Nomination and Remuneration Comittee was formed to do Nomination function that nominate Board of Director/Commissioner’s member; and Remuneration function that decide the amount of salary/honorarium, Bonus, and benefits of the member of the Board of Director/Commissioner, and employee of the company.

Nomination and Remuneration Comittee Composition

Based on Decree of the Board of Commissioners No. 23A/VI/SPDK/II/2017, Nomination and Remuneration Commitee members is as follows:

Peter Rulan Isman
_
Chief of Nomination and Remuneration Comittee
Untung Woenardi
_
Chief of Nomination and Remuneration Comittee
Rebecca Wahjutirto Tanoyo
_
Chief of Nomination and Remuneration Comittee

Audit Committee

PT. Victoria Investama, Tbk Audit Comittee was formed to monitor and evaluate the planning and execution of the audit, as well as monitoring the follow up on audit result in order to assess the adequacy of Company’s Financial report. The Audit Committee is responsible for providing professional and independent opinion to the Board of Commissioner on reports or incidental event that reported to the Board of Commissioner by Director, as well as identifying matters that require the attention of Board of Commissioner.

Audit Commitee Composition

Based on Decree of the Board of Commissioners No. 005/VI-SPDK/XII/2013 dated on 24 December 2013, Audit Committee composition is as follows:

Chief of Audit Commitee
Peter Rulan Isman

Member of Audit Commitee
Tety Achdiaty

Member of Audit Commitee
Nita Rama Yunita

Investment Committee

The Investment Commitee was formed to supervise on decisions on investment that made by the Company and/or its subsidiaries.

Investment Committee Composition

Based on Decree of the Board of Commissioners No. 025/VI/SPDK/IX/2014 Dated on 5 September 2014, Investment Commitee members is consist as follows:

Chief of Investment Commitee
Peter Rulan Isman

Member of Investment Commitee
Untung Woenardi

Member of Investment Commitee
Rebecca Wahjutirto Tanoyo

Renumeration & Nomination Committee

The Company's nomination and remuneration Committee was established in accordance with the Indonesian good Corporate governance guidelines of 2006 issued by the national Committee on governance Policy. The nomination and remuneration Committee is responsible for assisting the duty of the Board of Commissioners in determining the criteria for candidacy of members of the Board of Commissioners and the Board of Directors. alongside the remuneration system.

Chairman
Peter Ruslan Isman

Members
Tety Achdiaty & Nita Rama Yunita

Members of Renumerartion & Nomination Committee

Victoria Investama Renumenartion & Numeration Committee Charter

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RISK MANAGEMENT

In the course of doing its day-to-day business, the Company is faced with a number of risks with varying exposure levels. The main function of risk management is to identify all of the key risks, measure and manage risk positions in accordance with company policy. As one investment company in Indonesia, the Company strives to strengthen the ability to manage business risks.

INTERNAL AUDIT CARTER

The Company has established the Internal audit Charter and set up the Internal audit unit in accordance with the BaPePam-Lk regulation no. IX.I.7 on the establishment and guidelines for the Preparation of the Internal audit Charter, dated 28 november 2008, whereby the Company is required to establish the Internal audit Charter by the Board of Directors upon approval from the Board of Commissioners.

CODE OF CONDUCT

Code of Conduct made with reference to the basic principles of GCG

Transparency

Transparency

Accountability

Responsibility

CORPORATE SECRETARY

In order to comply with the Financial Services Authority (OJK) Regulation no. 35/POJK.04/2014 on the Corporate Secretary of Listed and Public Companies.

The Board of Directors appointed Rinaldo Buddy Riawan as the Corporate Secretary on April 2nd 2018.

Rinaldo Buddy Riawan
Obtained his Bachelor of Law degree from Padjajaran University, Bandung.
Joined the Company in 2017.

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