Tata Kelola

World Class
Standards

As one of the stakeholders, PGN People play an important role in every achievement for the sustainability of the Company. This role is carried out comprehensively, including the achievement of economic value, environmental value, and social value that realize health, safety, and welfare for PGN People in all lines of the company. Therefore, PGN is committed to continue providing comfort and safety in the work environment in order to achieve PGN's vision.

PT Perusahaan Gas Negara TbkPT Perusahaan Gas Negara Tbk becomes a leading and trusted national gas company with world-class standards in infrastructure provision and natural gas utilization.

PGN People
Development

PGN views human resources as one of the most valuable stakeholders for the company's growth. For this reason, intensive communication is the bridge between employees and the company. Employees' complaints and needs must be heard and responded to clearly. The main expectations of PGN employees are career development, remuneration according to performance, and guaranteed welfare.

In managing human resources, we continue to strive to improve the professionalism and competence of employees in accordance with PGN's HR development roadmap. An indication of the comfort and safety of working for PGN People can be seen, among others, from the low employee turnover rate, the absence of employees subject to layoffs, the high level of safe working hours, and the increasing quality of employees according to the results of competency assessments.

Officers Profile

Officer Competency Development

DevelopmentPGN is committed to continuously developing the technical competence of Subholding Gas Officers. This commitment is realized by organizing various structured, tiered, and sustainable development programs using the comprehensive 70:20:10 method, where 70% is delivered through project assignments, 20% through coaching, and 10% through in-class training programs.

In 2023, there are 2 (two) development programs implemented to support the Company's performance and performance in the commercial, operational and business development sectors, namely:

Special Development to Unleash Performance (SUPER)
Business Accelerator

Human
Resource Management

281

Total Programs
6160

Total Participants

Commitment

PGN makes Corporate Governance and TARIF principles, namely: Transparency, Accountability, Responsibility, Independence, and Fairness. The Company also continues to update various Guidelines, Operating Procedures, Manuals with changes in applicable laws and regulations as well as the Company's transformation and development programs which are strengthened by socialization and implementation.

Chart Of Corporate Governance
Structure In PGN
Corporate Governance Structure Chart

Governance
Structure

In accordance with Law No. 40 of 2007 concerning Limited Liability Companies, the main organs of the Company are the General Meeting of Shareholders (GMS), the Board of Commissioners, and the Board of Directors.

As referred to in the Company's Articles of Association and prevailing laws and regulations, each Corporate Governance Organ has an important role in the successful implementation of GCG and the execution of its duties, functions and responsibilities for the benefit of the Company.

Articles of Association

Articles of Association as part of the deed of establishment of a company is a basic document in corporate governance. The Articles of Association contain the rights and obligations of both Shareholders (GMS), Commissioners and Directors. The articles of association are internal in nature that bind the company's organs within the body of a company. Articles of association that have been announced in the State Gazette, are binding and become law for every party involved in it.

Board Manual

The Board Manual is a set of guidelines for the management of the relationship between the Board of Commissioners and the Board of Directors which aims to explain the duties, responsibilities, rights and authorities of the Board of Directors, the Board of Commissioners and the working relationship mechanism between the Board of Directors and the Board of Commissioners in carrying out their duties.

Governance
Committee

In carrying out its supervisory duties and providing advice to the Board of Directors, the Integrated Governance Committee, the Board of Commissioners is assisted by the Board of Commissioners Committees, namely the Audit Committee, Nomination, Remuneration and GCG Committee and the Risk Management and Business Development Monitoring Committee.

Audit Committee

The Company's Board of Commissioners in carrying out its supervisory duties is assisted by 3 (three) Committees. This is in line with Article 121 of Law no. 40 of 2007 concerning Limited Liability Companies, Regulation of the Minister of State-Owned Enterprises Number PER-14/MBU/10/2021 concerning the Second Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-12/MBU/2012 concerning Supporting Organs of the Board of Commissioners/Supervisory Board State-Owned Enterprises, Article 2 OJK Regulation no. 55/ POJK.04/2015 concerning the Establishment and Guidelines for Implementing the Work of the Audit Committee.

Establishment of the Audit Committee to help provide opinions to the Board of Commissioners regarding reports or matters submitted by the Board of Directors to the Board of Commissioners, identifying matters that requires the attention of the Board of Commissioners, and carries out other tasks related to the duties of the Board of Commissioners.
Nomination, Remuneration and GCG Committee

The Company's Board of Commissioners in carrying out its supervisory duties is assisted by 3 (three) Committees. This is in line with Article 121 of Law no. 40 of 2007 concerning Limited Liability Companies, Regulation of the Minister of State-Owned Enterprises Number PER-14/MBU/10/2021 concerning the Second Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-12/MBU/2012 concerning Supporting Organs of the Board of Commissioners/Supervisory Board State-Owned Enterprises, Article 2 Financial Services Authority Regulation no. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee for Issuers or Public Companies.

The formation of this Committee is to help provide responses, recommendations and suggestions to the Board of Commissioners regarding reports or matters submitted by the Board of Directors to the Board Commissioners, identify matters that require the attention of the Board of Commissioners, and carry out other tasks related to the duties of the Board of Commissioners.
Risk Management and Business Development Monitoring Committee

The company formed a Risk Management and Business Development Monitoring Committee in line with BUMN Ministerial Regulation No. PER-01/MBU/2011 concerning the Implementation of Good Corporate Governance in State-Owned Enterprises, as last amended in BUMN Ministerial Regulation No. PER-09/MBU/2012 dated 6 July 2012 concerning Amendments to the Minister of BUMN Regulation No. PER-01/MBU/2011 concerning the Implementation of Good Corporate Governance in State-Owned Enterprises, as well as Minister of BUMN Regulation No. .PER-12/MBU/2012 concerning Supporting Organs for the Board of Commissioners/Supervisory Board of State-Owned Enterprises.

The establishment of the Risk Management and Business Development Monitoring Committee aims to assist the Board of Commissioners in carrying out regular monitoring and providing recommendations on policies .

Corporate Secretary

The Corporate Secretary has functions and responsibilities:

Assisting the Board of Directors and Board of Commissioners in implementing corporate governance, including:
- Liaising between the Company and shareholders
- Financial Services Authority, Indonesian Stock Exchange and other stakeholders.
The functions of the Corporate Secretary as referred to in Regulation 02 BUMN/2023 include:
- Ensuring that the state-owned enterprise (BUMN) complies with regulations regarding disclosure requirements in line with the implementation of Good Corporate Governance principles.
- Providing the required information to the Board of Directors and Board of Commissioners/Supervisory Board periodically and/or as requested.
- Acting as a Stakeholder Liaison
- Organizing and maintaining company documents, including but not limited to the list of shareholders, special lists, and minutes of Board of Directors meetings, Board of Commissioners meetings, and General Meetings of Shareholders/Ministerial Meetings.
Coordinate administrative activities for Strategic Management and Transformation, Risk Management andGCG, HSSE. These activities include:
- Payment Governance
- Realization Report of Annual Work Plan and Budget (RKAP)
- Personnel administration: business trips, leave requests, disciplinary violations, training proposals, and more.

ACGS
Assessment

PGN conducted a self-assessment of the ASEAN CG
Scorecard with the following results:

Rights and Equitable Treatment of Shareholders

Sustainability and Risilience

Disclosure and Transparencey

Responsibility of The Board

Anti Bribery Program

PGN is committed to implementing the
Anti-bribery Management System ISO 37001, by
consistently implementing the 4 NO's.

Internal Audit Charter

The existence of a professional Internal Audit Division is a requirement and plays an important role in encouraging and maintaining the implementation of company management. In order for internal supervision to run effectively, be accepted, and supported by other work units and provide added value to the company, it is necessary to regulate the company structure, authority, duties, and responsibilities as well as the scope of the Internal Audit Division as outlined in the Internal Audit Charter.

This Charter is intended as a guide for the Internal Audit Division in order to carry out its functions and duties professionally and to be understood by other work units in order to support the smooth implementation of internal control tasks effectively in accordance with applicable audit standards and in line with PGN's needs.
Gratification
Control

The purpose of the preparation of this policy is to provide direction and reference for all PGN personnel with regard to conflicts of interest, acceptance, rejection, provision and request for gratuities within the Company in accordance with the principles of Good Corporate Governance, so as to encourage the implementation of business ethics and work ethics,

prevention of conflicts of interest, fraud prevention, and other behavioral irregularities. This policy regulates the precautionary principles related to conflicts of interest, ethics in accepting, rejecting, giving, and requesting gratuities as well as the reporting mechanism within the Company.
Risk Management

Risk Management is one of the pillars of Governance that must be implemented thoroughly in the Company. In realizing its goals and targets as well as implementing one of the pillars of Governance, the Company realizes the importance of managing risks ranging from strategic to operational aspects. To manage risks appropriately, PGN has implemented a Risk Management Framework since 2008.

structured with the aim of improving risk management and enhancing the Company's performance. The framework incorporates the principles of transparency, accountability, responsibility, independence, fairness and equality.
Code Of Ethics

The Company has a Code of Business Ethics and Work Ethics. In the development of GCG, PGN has formulated various policies concerning the Company's ethics. The Company strives to implement the best ethical standards in carrying out all of its business activities in accordance with its vision, mission and vision

The implementation of Business Ethics and Work Ethics is a guideline of attitudes and behaviors that are required and applicable to all levels of the Company. Business Ethics and Work Ethics are guidelines for attitudes and behaviors that are required and applicable to all levels of the Company.
Corporate
Governance Guidelines

The Corporate Governance Manual is the basic guideline for PGN to run its business. It also provides direction for PGN personnel to apply the principles of good corporate governance in their work activities.