In accordance with the Financial Services Authority Regulation No. 35/POJK.04/2014 dated December 8, 2014, regarding the Company Secretary of Issuers or Public Companies, the Company has appointed Jeo Halim as the Company Secretary based on Board of Directors Decree No. 001/SDD/VII/2023 dated July 31, 2023, regarding the Appointment of the Corporate Secretary within the Company. The Company Secretary is prohibited from holding any concurrent positions in other issuers or public companies.

Name: Jeo Halim (also serving as Company's Director)

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Jeo Halim
Corporate Secretary

An Indonesian citizen, 47 years old. Serving as a Director of the Company since January 2020, and last reappointed in July 2023.

There is no affiliation with (i) other members of the Company's Board of Commissioners; (ii) other members of the Company's Board of Directors; and (iii) major shareholders of the Company.

He has over 20 years of experience in the financial field. He joined the Company in 2010 as the General Manager of Accounting Finance. He began his career as an auditor at KAP KPMG (1997-1998), KAP Deloitte (1998-2002), and finally at KAP Dedi Mulyadi & Rekan with his last position as Audit Manager (2002-2003). He then joined GE Finance as a Credit Card Controller at GE Finance Indonesia (2003-2009) and as a Controller at GE Money Hong Kong (2009-2010).

He holds a Bachelor's degree in Accounting from Trisakti University in 1997.

 

Address: Sudirman 7.8 Building Tower I, 25th Floor

Jl. Jend. Sudirman Kav. 7-8
Central Jakarta 10220

Phone: 021 – 39731111

Facsimile: 021 – 39731212

Email Address: corporate.secretary@mastersystem.co.id 

The Company Secretary has duties and responsibilities, including but not limited to:

• Keeping abreast of developments in the capital market, especially regulations in the field of capital markets.

• Providing input to the Board of Directors and the Board of Commissioners of the Company to comply with the provisions of laws and regulations in the field of capital markets.

• Assisting the Board of Directors and the Board of Commissioners in implementing corporate governance, which includes:

  • Providing information to the public, including the availability of information on the Company's website.

  • Timely submission of reports to the Financial Services Authority (OJK).

  • Organizing and documenting General Meetings of Shareholders (GMS).

  • Organizing and documenting meetings of the Board of Directors and/or the Board of Commissioners.

  • Implementing orientation programs for the Company for the Board of Directors and/or the Board of Commissioners.

• Serving as a liaison or contact person between the Company, shareholders of the Company, the OJK, and other stakeholders.

The Company has established an Audit Committee in accordance with the Financial Services Authority Regulation No. 55/POJK.04/2015 dated December 29, 2015, concerning the Establishment and Guidelines for the Implementation of the Audit Committee's Work ("OJK Regulation No. 55/2015"). This was based on the Board of Commissioners' Decree No. 001/SDK/VII/2023 dated July 31, 2023, regarding the Appointment of Audit Committee Members, with the following composition:

Chairman: Tang Budi Santoso Sutanto (also serving as the Independent Commissioner of the Company)

Member: Ratna Wardhani

Member: Julis

The profile details can be viewed in the management submenu section.

The Company has also formulated an Audit Committee Charter on July 31, 2023, in accordance with Financial Services Authority Regulation No. 55/2015. The Audit Committee Charter serves as a guideline for the Audit Committee's work. According to the Audit Committee Charter, the Audit Committee has duties and responsibilities including:

• Reviewing the financial information that the Company will disclose to the public and/or authorities, including financial statements, projections, and other reports related to the Company's financial information.

• Reviewing compliance with laws and regulations related to the Company's activities.

• Providing independent opinions in case of differences of opinion between management and the Accountant regarding the services provided.

• Recommending to the Board of Commissioners the appointment of accountants based on independence, scope of work, and fees.

• Reviewing the implementation of internal audit examinations and overseeing the follow-up actions by the Board of Directors on internal auditor findings.

• Reviewing the management's implementation of risk management activities.

• Reviewing complaints related to the Company's accounting processes and financial reporting.

• Reviewing and providing advice to the Board of Commissioners regarding potential conflicts of interest within the Company.

• Maintaining the confidentiality of the Company's documents, data, and information.

The Audit Commitee Charter can be read as below: 

Download

The Nomination and Remuneration Committee is a committee formed by and accountable to the Board of Commissioners to assist in carrying out the functions and duties of the Board of Commissioners related to nominations and remuneration.

Based on Financial Services Authority Regulation No. 34/POJK.04/2014 dated December 8, 2014, concerning the Nomination and Remuneration Committee of Issuers or Public Companies ("OJK Regulation No. 34/2015"), the Company has established a Nomination and Remuneration Committee based on the Board of Commissioners' Decree dated July 31, 2023, with the following composition:

Chairman: Tang Budi Santoso Sutanto (also serving as the Independent Commissioner of the Company)

Member: Jupri Wijaya (also serving as the President Commissioner of the Company)

Member: Fenella

The profile details can be viewed in the management submenu section.

The Nomination and Remuneration Charter can be read as below:

Download

The Company has established an Internal Audit Unit in accordance with Financial Services Authority Regulation No. 56/POJK.04/2015 dated December 29, 2015, regarding the Establishment and Guidelines for the Preparation of the Internal Audit Unit Charter ("OJK Regulation No. 56/2015"). This was based on the Board of Directors' Decree No. 002/SDD/VII/2023 dated July 31, 2023, and Hendri has been appointed as the Head of the Company's Internal Audit Unit according to the Board of Directors' Decree No. 004/SDD/VII/2023 dated July 31, 2023.

Head of the Company's Internal Audit Unit: Hendri

The profile details can be viewed in the management submenu section.

The Head of the Internal Audit Unit reports to the President Director. Auditors within the Internal Audit Unit report directly to the Head of the Internal Audit Unit. These auditors are prohibited from concurrently holding tasks and responsibilities related to the implementation of the Company's operational activities.

The Company has made an Internal Audit Unit Charter on July 31, 2023, in accordance with Financial Services Authority Regulation No. 56/2015. The Internal Audit Unit Charter serves as a guideline for the Internal Audit Unit's work. According to the Internal Audit Unit Charter, the Internal Audit Unit has duties and responsibilities including:

1. Developing and implementing the annual Internal Audit plan.

2. Testing and evaluating the implementation of internal controls and management systems in accordance with the Company's policies.

3. Conducting examinations and assessments of efficiency and effectiveness in financial, accounting, operational, human resources, marketing, information technology, and other areas.

4. Providing improvement suggestions and objective information about the activities examined at all management levels.

5. Creating audit result reports and presenting them to the President Director and the Board of Commissioners.

6. Monitoring, analyzing, and reporting on the implementation of suggested corrective actions.

7. Collaborating with the Audit Committee.

8. Developing programs to evaluate the quality of the Internal Audit Unit's activities.

9. Conducting special examinations when necessary.

The Internal Audit Charter can be read as below:

Download

In conducting its business, the Company faces various types of risks. To minimize the previously discussed risks, the Company mitigates risks by implementing the following measures:

1. Risk of rapid technological advancements by principal partners both now and in the future, not balanced by the Company's development of competencies.

   Risk Management Efforts - The IT industry is a rapidly evolving sector. Technologies developed a few years ago may no longer be suitable for the current situation and conditions. This can happen due to various factors, such as capacity that no longer aligns with the software to be used or speed that no longer meets the latest technological developments. The principal partners of the Company continually innovate to create new products that represent future technology trends or upgrade existing technologies to meet current market needs. Additionally, new technologies emerge from new principals, competing with the technologies created by the Company's principal partners. The Company consistently keeps abreast of new technological developments, both from current principal partners and potential new partners not yet affiliated with the Company. Each year, the Company involves its engineers in obtaining certifications for new technologies developed by principal partners and participates in seminars conducted by these partners. Furthermore, the Company monitors market needs and technologies from new principals not yet affiliated with the Company. If, according to the Company's management, such technology is in demand in the current market, the Company will explore the possibility of partnering with that principal.

2. Risk of dependence on information technology development and innovation in Indonesia, especially in the financial services industry.
   

   Risk Management - Efforts The financial services sector is one that requires the latest technology due to intense competition within the industry. Real-time and seamless financial transactions between financial institutions and related platforms, such as online buying and selling, have become technological trends that are mandatory for the financial services industry. This trend results in increased IT expenditures by the financial services industry. The IT spending contributed by the Company's customers in the financial services industry significantly impacts the Company's revenue. The Company's management recognizes the importance of diversifying its customer base across industries. Consequently, the Company has formed a sales sub-division specifically dedicated to clients in the telecommunications and oil and gas industries. The strengthening sales performance of the Company in the telecommunications industry has reduced its dependence on sales to clients in the financial services sector.

3. Risk of changes in the strategic business policy direction of principal partners regarding the Indonesian market, as well as the solutions and technological products offered.

   Risk Management Efforts - Currently, Indonesia is one of the largest markets in Southeast Asia for technology principal partners, which predominantly come from developed countries. The large population of Indonesia and the significant potential for increasing internet penetration, especially in remote areas, provide substantial opportunities for principal partners to boost the sales of their technologies and solutions to be adopted by customers in Indonesia. However, there is no guarantee that the Indonesian market will remain a strategic focus for principal partners in the future. Therefore, if principal partners decide to reduce their presence in Indonesia. The technological solutions offered by principal partners, both existing and future offerings, may also change over time as a result of ongoing research and development. The Company's management is aware of this risk, and, as a result, the Company collaborates with several principal partners that offer technological solutions that overlap or are similar to those of other principal partners.

4. Risk of principal partners not exclusively appointing local partners.

   Risk Management Efforts - All principal partners of the Company are global technology companies with a policy of exploring opportunities to market their products to as many parties as possible. Therefore, the Company does not have exclusive partnership agreements with principal partners that restrict them from collaborating with other IT companies. To mitigate this risk, the Company consistently maintains strong relationships with principal partners. One aspect of these positive relationships involves enhancing the capabilities of the Company's engineers in implementing technologies from the respective principal partners and increasing the sales volume of the principal partners' products to customers. However, this risk is also balanced by the advantages gained by the Company due to its inclusive position. The Company has the freedom to partner with other principals in marketing products to all its customers.

5. Risk of successfully maintaining the status as the principal partner's primary contractor.

   Risk Management Efforts - Being the principal partner's primary contractor provides benefits to the Company, both in commercial aspects such as competitive pricing and support in the form of joint marketing activities with the principal partner to provide technology updates and IT solution ideas to customers. The Company achieves its status as the principal partner's primary contractor through a good track record of collaboration, as well as the competence and certification of the Company's employees in the technological products offered by the principal partner. The Company consistently maintains its status as the principal partner's primary contractor by continuously enhancing the competence and certification of its employees. This involves renewing expired certifications through exams/training specified by the principal partner and obtaining new certifications required by the principal partner. Additionally, the Company also develops its own Intellectual Property (IP) or products, reducing dependence on the principal partner.

6. Risk of the Company's financial performance fluctuating due to the nature of work dependent on IT project procurement.

   Risk Management Efforts - The nature of the projects secured by the Company relies on IT project procurement from customers, either through open tenders, limited tenders, or direct appointments. The project value from each customer may fluctuate each year based on the customer's IT expenditure budget. The Company is aware that customer purchases of hardware generally undergo renewal approximately every three years. Therefore, the Company collaborates with various global principal partners, including those in various fields such as network devices, storage servers, security, big data and analytics, and others. The Company diversifies its products so that it can consistently meet the diverse IT budget needs of customers each year. This way, the risk of revenue fluctuation for the Company can be mitigated.

7. Risk of management/control over project costs and duration according to the offer during procurement.

   Risk Management Efforts - Various factors can influence increased costs and delays in project completion, including, but not limited to, technical constraints, integration with principal products, and other unforeseen constraints. If the Company fails to complete an IT solution project within the timeframe specified in the contract, the Company may incur penalties from the customer. Additionally, as the Company recognizes revenue and receives payments from customers based on project progress, delays in the project can impact the operational performance and cash flow of the Company. To mitigate the risk of cost overruns and project duration, the Company provides detailed price quotations to potential customers based on the Company's best estimates of the costs and time required to complete the project. Cost estimates, including the purchase of hardware or software (the largest components in the project), directly from principal partner suppliers or through local distributors, are calculated by the Company after obtaining quotation price estimates from suppliers. The Company does this to minimize cost overruns as much as possible. Additionally, for direct purchases from foreign principal partners in US Dollars, the Company considers the swap points (premium) of the US Dollar exchange rate according to the estimated payment period to the principal partner in US Dollars.

8. Risk of managing competent human resources, including retaining and recruiting new personnel.

   Risk Management Efforts - In the rapidly evolving IT industry, the Company's growth is significantly influenced by human resources with the experience to anticipate these developments and a comprehensive understanding of the IT solution needs of the Company's customers. The Company also relies on its human resources to obtain support from principal partners and secure job contracts from customers, given that employee competence is a crucial factor in the procurement process. The Company consistently provides competitive compensation for competent human resources and offers a clear career path to keep its personnel motivated to work for the Company. Additionally, the Company continuously provides training to its human resources to enhance their competency levels. In recruiting new human resources, especially engineers, the Company's Human Capital Management (HCM) conducts job fairs at universities to identify high-quality, fresh graduate engineers. Subsequently, these engineers undergo direct training within the Company.

9. The risk in the IT system integration services industry in Indonesia is highly fragmented with low entry barriers.

   Risk Management Efforts - Competition in the IT system integration services is highly competitive, with numerous companies operating in the same field. The IT system integration services sector is progressive and innovative, offering opportunities for new players. The rapid growth in the number of competitors prompts larger IT companies to enhance their competencies in the IT field. Companies that can provide precise solutions to meet customer needs will hold a superior position in the market, intensifying the competition in this industry. Given the intense competition and low entry barriers, the Company consistently offers comprehensive integrated solutions to address customer IT needs and enhance customer performance through specific solutions. Additionally, the Company continually improves the quality of its solutions/services to maintain customer satisfaction.

10. The risk of geopolitical competition worldwide may influence competition in the information technology solution market in Indonesia.

    Risk Management Efforts - Global geopolitical competition is ongoing, and some countries implement protectionist policies and sanctions against technology solutions from specific nations. As a result, information technology companies from those particular countries redirect their focus to markets that accept solutions from their country, including Indonesia. Indonesia itself is a highly attractive market with a large population, predominantly composed of a tech-savvy younger demographic. The more aggressive the strategies of these technology companies, the greater the competition in the Indonesian information technology solution market against the solutions that have been partners with the Company. The Enterprise market segment is a dominant segment for the Company, where the functionality and quality of technology solutions are prioritized due to serving the broader community. This results in the Company's principal partners having a competitive advantage. The Company consistently monitors the development of technology quality from all countries to ensure ongoing partnerships with principal partners offering superior and high-quality technology solutions.

11. The success risk of the Company's business strategy implementation will depend on funding and future circumstances.

    Risk Management Efforts - The future execution plans may be influenced by capital investment. The Company plans to fund capital expenditures through (i) current cash and cash equivalents; (ii) cash generated from operating activities; (iii) bank loans; and (iv) net proceeds from the Stock Offering. However, the Company may not be able to provide sufficient capital in a timely manner, under reasonable commercial terms. The Company will continue to monitor the evolving funding needs in the implementation of the business strategy and prepare adequate cash flows and bank loan facilities to ensure the success of the strategy implementation.

12. The risk of the Company's insurance coverage may not be able to cover losses from all incidents.

    Risk Management Efforts - In conducting business activities, the Company purchases hardware and software from principal partners, both directly and through local distributors in the Indonesian region. The delivery and on-site installation process requires coordination with customers, so not all hardware and software can be shipped immediately upon receipt from principal partners or local distributors. In connection with this, the Company consistently reviews the insurance value for inventory in the warehouse to ensure it is sufficient to cover the potential losses from all incidents.

PT Mastersystem Infotama Tbk (MSTI) is committed to implement good corporate governance with integrity and transparency to maintain the trust of stakeholders and provide quality services to customers. To uphold this commitment, the Company has a whistleblowing system (WBS) as a channel for stakeholders to report allegations of bribery, fraud, harassment, violations of ethical or legal codes, and conflicts of interest involving internal parties of MSTI.

Management will further process eligible and qualified complaints. To expedite the follow-up process of the report, Management encourages the reporter to provide personal identification information such as name and contact number that can be reached. Reporters are allowed to remain anonymous. As a form of protection for the reporter, the Company's management ensures the confidentiality of the reporter's personal data and the content of the submitted report.

Categories of Whistleblowing System Reports:

1. Bribery, corruption, and fraudulent activities such as fraud, embezzlement of assets, etc.
2. Violations of conflicts of interest such as conflicts in procurement processes, etc. 
3. Violations of applicable laws in Indonesia 
4. Violations of company regulations and ethics such as drugs, sexual harassment, bullying, leaking company secrets, etc.

Procedure for Reporting Violations :

1. Reports of potential violations can be submitted via email to  whistleblowing@mastersystem.co.id
2. The email contains the reporter's identity (optional for name and phone number), reporting criteria (bribery, bribery, corruption, fraud, conflict of interest, legal violations, violations of company regulations and code of ethics), the name and position of the reported party, time and place of the incident, the chronology of events, and attaching supporting documents if any.
3. The email will be received and processed by the whistleblowing team, consisting of :
   • Halim Jeo -  Chairman of FKAP (Director)
   • Lucky Andiani - Vice Chairman of FKAP (Quality Management Representative)
   • Andreas Teguh Nugroho -  Investigation Team Member (GM Human Capital Management)
   • Sherly Rumancay - Investigation Team Member (Finance Manager)
4. The reporter will be contacted again after the report is verified and can be proceeded with.
5. If the report is verified as a fact, then the reported party will be processed according to regulations.
6. The next process will involve internal and, if necessary, external parties related to the sanctions that will be imposed if a violation is proven.
7. If the reported party is part of the investigation team, a cross-departmental investigation will be conducted.

Report

Credibility and public trust, as well as the trust of shareholders, customers, and service users, are crucial factors for the development and sustainability of a company. The loss of a company's credibility and the trust of stakeholders can lead to missed business opportunities, which, in turn, may threaten the Company's sustainability. The credibility and trust of a company are closely related to its behavior in interacting with stakeholders. Company management, in addition to complying with applicable regulations and laws, must also uphold norms and ethical values. The awareness of practicing good ethics will enhance and strengthen the company's positive image. These thoughts form a strong foundation for the company to realize PT Mastersystem Infotama Tbk as a respected and dignified entity in the business world. The manifestation of this intention is the formulation of a code of conduct that regulates ethical values explicitly stated as a standard of behavior to be adhered to by all employees of the Company.

Here is a guide for employees in interacting with colleagues, fellow employees, shareholders, suppliers, and regulatory officials in the following areas:

• Accurately record business transactions in accordance with common accounting principles and applicable legal regulations.
• Manage relationships with suppliers honestly and fairly by:
  • Treating suppliers as partners and providing fair benefits in business dealings with the Company.
  • Making supplier selection decisions objectively, considering factors such as quality, price, reliability, and supplier integrity.
  • Treating suppliers in accordance with business ethics.
  • Providing relevant and transparent information to all suppliers.
• The relationship between the Company and business partners is based on principles of equality, transparency, and business ethics by:
  • Ensuring that business activities are free from coercion, collusion, and nepotism.
  • Maintaining relationships that add value to each party through contractual arrangements in accordance with applicable legal rules and mutually beneficial agreements.
  • Offering equal business opportunities to all eligible business partners, with objective and fair determination based on applicable criteria and regulations.
• Uphold professionalism towards colleagues, employees, shareholders, suppliers, and all relevant or intersecting parts of the Company.
• All employees of the Company must maintain the confidentiality of data and protect the Company's proprietary information during and after their employment.
• Avoid giving or receiving any form of gifts provided by the Company for any reason.
• Refrain from any actions that may violate the Company's policies or laws and regulations or abuse authority and position to avoid conflicts of interest in any form.