Organization Structure & Good Governance

Introducing

The implementation of Good Corporate Governance (GCG) principles is a critical element in the investment management industry, given the increasing risks and challenges faced by investment managers. Consistent application of GCG principles enhances a company’s competitiveness, maximizes corporate value, and enables more effective and efficient management of resources and risks. Ultimately, this strengthens the confidence of shareholders and stakeholders, minimizes risks arising from non-compliance with prevailing regulations, ensures adherence to applicable codes of ethics, and prevents fraudulent practices—allowing investment managers to grow and develop into one of the major industries in Indonesia.

With the enactment of the Financial Services Authority Regulation (OJK Regulation) No. 10/POJK.04/2018 dated August 1, 2018, concerning the Implementation of Good Corporate Governance for Investment Managers, along with OJK Circular Letter No. 19/SEOJK.04/2018 regarding Reporting on the Implementation of Good Corporate Governance for Investment Managers, the governance practices of investment managers must always be based on the five fundamental principles:

To uphold these five fundamental principles, investment managers adhere to all relevant laws and regulations governing the implementation of Good Corporate Governance.

Organization Structure

The code ethich of PT Pinnacle Persada Investama

The working guidelines of the Board of Directors

The working guidelines of the Board of Directors refer to Law No. 40 of 2007, the regulations of the Financial Services Authority (OJK), and the decisions of the Capital Market and Financial Institution Supervisory Agency (Bapepam-LK), and include the following:

1. Being responsible for the management and operations of the investment manager.
2. Managing the investment manager in accordance with the authorities and responsibilities stipulated in the Articles of Association.
3. Following up on audit findings and recommendations from Internal Audit, External Auditors, and supervision by the Financial Services Authority (OJK).
4. Fulfilling accountability for the execution of their duties to shareholders through the General Meeting of Shareholders (GMS).
5. Preparing and providing complete, accurate, up-to-date, and timely data and information to the Board of Commissioners.

The working guidelines of the Board of Commissioners

The working guidelines of the Board of Commissioners refer to Law No. 40 of 2007, the regulations of the Financial Services Authority (OJK), and the decisions of the Capital Market and Financial Institution Supervisory Agency (Bapepam-LK), and include the following:

1. Ensuring the implementation of Good Corporate Governance principles in every business activity of the investment manager at all organizational levels.
2. Supervising the performance of the duties and responsibilities of the Board of Directors on a regular basis or at any time, and providing advice to the Board of Directors.
3. Directing, monitoring, and evaluating the implementation of the investment manager’s strategic policies.
4. Ensuring that the Board of Directors has followed up on audit findings and recommendations from Internal Audit, External Auditors, OJK supervision, and other supervisory bodies.
5. Reporting to the Financial Services Authority (OJK) within no later than seven (7) working days any violations of laws and regulations in the financial or capital markets sector, as well as any conditions or indications that may endanger the continuity of the investment manager’s business.
6. Carrying out duties and responsibilities independently.
7. Establishing an audit committee, a risk monitoring committee, and a remuneration and nomination committee.
8. Ensuring that the committees established perform their duties effectively.
9. Allocating sufficient time to optimally perform their duties and responsibilities.

Brief Description of the Implementation of Risk Management, Compliance, and Internal Audit

Risk Management
The Risk Management Function at PT Pinnacle Persada Investama carries out the responsibility of regularly monitoring and reviewing risks as part of the implementation of the Risk Management strategy. This includes identifying all potential risks that may arise and determining the necessary actions should those risks occur, ensuring that the risk-handling process is effective and efficient.

Compliance
The Compliance Function at PT Pinnacle Persada Investama is responsible for ensuring that the company’s business processes comply with all regulations issued by the Government, the Financial Services Authority (OJK), and other relevant regulators associated with the company’s business activities. The function also ensures the proper implementation of the standard operating procedures established for each Investment Manager function in executing its business processes.

Internal Audit
The Internal Audit Function at PT Pinnacle Persada Investama has the following responsibilities:

1. Preparing, controlling, and maintaining documentation of all internal audit activities.
2. Recording all audit findings, conclusions, recommendations, and the execution of internal audit activities.
3. Preparing internal audit reports and submitting them to the Board of Commissioners.

Stewardship

This Stewardship Policy represents the fiduciary responsibilities for the assets entrusted by clients, aiming to uphold sound governance and business practices. Through its Stewardship Policy, PT Pinnacle Persada Investama focuses on the quality, effectiveness, and accountability of a company’s Management/Board, who are responsible for making decisions in the best long-term interests of clients and the company. Furthermore, this policy serves as a guideline to ensure an adequate and effective framework for determining when and how voting rights over an interest should be exercised, particularly in the following aspects:

1. Monitoring the activities of companies on a regular basis;
2. Ensuring that the exercise of voting rights is aligned with the intended objectives;
3. Preventing or managing conflicts of interest—whether between PT Pinnacle Persada Investama and its managed products, or between managed products and clients—that may arise from the exercise of voting rights over an interest.