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ASEAN Corporate Governance Scorecard 2025
| Part | Criteria | Explanation | Evidence | |
|---|---|---|---|---|
| 1. | Basic Shareholder Rights | |||
| 1.1. | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. |
i. Annual dividend was declared and paid equally & timely manner in accordance with the AGMS FY 2024 result. ii. The dividend ammount for FY 2024 was approved by shareholders at AGMS on May 27, 2025 and dividend payment was completed to all shareholders on June 20th, 2025. |
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| 2. | Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. | |||
| 2.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? | Through GMS, the Shareholders of Telkom have the opportunity to determine the remuneration for Telkom’s Board of Directors and Board of Commissioners. It is stated in the 3rd Agenda of Summary Minutes of AGMS FY 2023. |
Article 11 section 19 of Telkom's Article of Association |
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| 2.2. | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? | Members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Series A Dwiwarna shareholders which nomination shall bind the GMS (Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association). |
Article 11 section 10 of Telkom's Article of Association. Article 14 section 12 of Telkom's Article of Association. Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 |
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| 2.3. | Does the company allow shareholders to elect directors/commissioners individually? |
Members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Series A Dwiwarna shareholders, which nomination shall bind the GMS as stated in Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association. For the election process, shareholders may elect individual Board of Directors and the Board of Comissioners using voting procedures (each holder of 1 share has the right to cast one vote) as stated in Article 25 section 10 of Telkom's Articles of Association |
Article 11 section 10 of Telkom's Article of Association. |
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| 2.4. | Does the company disclose the voting procedures used before the start of meeting? | In addition, the election of members of Board of Directors and Board of Commissioners shall be conducted referred to the Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 dated March 24, 2023 regarding Company Organ and Human Resources. | Code of Conduct of AGMS | |
| 2.5. | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? | The Minutes of AGMS FY 2024 has recorded that the shareholders were given the opportunity to ask or response in connection with each agenda. It also recorded the question or response submitted by the shareholders and also information if there were no shareholders that raised questions, responses or proposals in certain Agendas. | Minutes of AGMS 2024 | |
| 2.6. | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? | Telkom has disclosed the voting results including approval, dissenting opinion, abstain for each agenda item as set out in the Summary of Minutes of AGMS FY 2024. | ||
| 2.7. | Does the company disclose the list of board members who attended the most recent AGM? | Telkom has disclosed the list of Board of Directors and Board of Commissioners who attended the AGMS as set out in the Summary of Minutes of AGMS FY 2024. | ||
| 2.8. | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? | Telkom has disclosed the list of Board of Directors and Board of Commissioners who attended the AGMS as set out in the Summary of Minutes of AGMS FY 2024. |
Legal & IR |
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| 2.9. | Does the company allow voting in absentia? |
The shareholders who are unable to attend the Meeting can be represented by their proxies (Article 25 section 9 of Telkom's Article of Association), with provisions that the votes of members of the Board of Directors, Board of Commissioners, employees of the Company who acts as proxies will not counted in the voting collection (Article 25 section 13 of Telkom's Article of Association) The proxies represent their shareholders to provide voting rights for the total number of shares owned by the shareholders (Article 25 section 12 of Telkom's Article of Association) |
Article 25 section 9 of Telkom's Article of Association Article 25 section 12 of Telkom's Article of Association Article 25 section 13 of Telkom's Article of Association |
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| 2.10. | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? | Each agenda is decided in the meeting based on voting. Voting by Shareholders who are present electronically is done through eASY.KSEI application and voting by Shareholders who are physically present is done by raising their hands with the following condition: 1) those who voted against or abstain are asked to raise their hands while handing over their filled ballots to the officers, 2) those who vote against or abstain, but the voting card is damaged, torn or wrinkled so that it cannot be properly detected by the computer or the Notary, shall be deemed invalid; 3) those who do not raise their hands shall be deemed to agree; 4) those who leave the Meeting at the time of voting shall be deemed to agree. At the end of each voting, the Notary reads the results of the voting for each agenda. Stated in Point 11 of the Code of Conduct AGMS FY 2023 | Code of Conduct of AGMS | |
| 2.11. | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? | Telkom has disclosed the appointment of the independent party namely Notary Ashoya Ratam and PT Datindo Entrycom, to count and validate the votes. | Summary of Minutes of AGMS FY 2024 | |
| 2.12. | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
Telkom has made publicly available the result of the votes taken during the AGMS as set out in the Summary of Minutes of AGMS FY 2023 which uploaded at Telkom’s website. The summary of AGMS must be announced to the public at the latest 2 working days after the convening of the GMS (Article 24 section 4.e of Telkom's Article of Association juncto Article 51 section 2 of Financial Services Authority Regulation (POJK) No. 15/POJK.04/2020 on Planning & Implementing General Meeting of Shareholders for Public Company) |
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| 2.13. | Does the company provide at least 21 days notice for all AGMs and EGMs? | Telkom provided 21 days (not counting the day of notice and the day of AGMS) The notice was published at Indonesian Stock Exchange's website, eASY KSEI and company's website both english and indonesian version. AGMS date on May 27, 2025, the AGMS Notice was published on May 5, 2025. |
IR |
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| 2.14. | Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
The rationale, explanation and material for each agenda should be included in the invitation of GMS (Article 23 section 7 of Telkom’s Article of Association). Telkom has provided the rationale and explanation for each agenda which requiring shareholders’ approval as set out in the AGMS Notice and AGMS Proxy Materials- Agenda Explanation, which publicly available and uploaded at Telkom’s website. |
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| 2.15. | Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? | In the AGMS, the agenda can be proposed by the Series A Dwi Warna /a shareholder or more representing at least 1/20 of the total number of shares issued by the Company with valid voting rights. Such proposal should be submitted in writing to the Board of Directors no later than 7 (seven) days prior to the invitation of the AGMS (Article 23 section 6 of the Telkom's Article of Association), as set out in the Announcement of AGMS FY 2024 | ||
| 3. | Markets for corporate control should be allowed to function in an efficient and transparent manner. | |||
| 3.1. | In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? | Telkom has never conducted a transaction that required the approval of the GMS. Throughout the year 2023-2024, Telkom has implemented company policies related to the review mechanism for material transactions that contain conflicts of interest; transactions with affiliates; and investment, expansion, divestment, merger, acquisition, and debt/capital restructuring transactions. This was implemented to comply with the provisions of the Financial Services Authority Regulation No.31/POJK.04/2015 regarding Disclosure of Material Information or Facts by Issuers or Public Companies and Resolution of Board of Directors of Jakarta Stock Exchange No. Kep-06/ BEJ/07-2004 dated July 19, 2004, regarding Regulation Number I-E regarding Obligation of Information Submission. |
Disclosure of Information in Connection with the Plan for Share Buyback |
GRP |
| 4. | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | |||
| 4.1. | Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? | Company has appoited Practices to encourage Shareholders to engage with company other than the GMS. Telkom consistently provided company’s comprehensive, up-to-date as well as proper information to Shareholders and Stakeholders, for example investor conference, analyst meeting, earning calls and public expose. Information about Practices can be found in: News and Activities, Company website, and Annual Report. |
Annual Report FY 2024, page 247-248
Updated News and Activites is on www.telkom.co.id page overview Investor Relations.
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| 5. | Shares and voting rights | |||
| 5.1. | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? |
Based on Article 5 section 1 of the Telkom's Articles of Association, the registered and issued shares of Telkom are classified into 2 (two) types of shares:
Based on Article 5 section 4 of Telkom's Articles of Association, each 1 (one) share grants 1 (one) voting right. |
Article 5 section 1 and 4 of Telkom's Article of Association |
Legal |
| 6. | Notice of AGM | |||
| 6.1. | Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? | Each decision taken in AGMS deal with only one item according to each agenda, there is no bundling of several items into the same resolution | Summary Minutes of AGMS FY 2024 |
Legal |
| 6.2. | Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? | Telkom AGMS Notice is available in bahasa and english, and is published at the same time. | AGMS Notice FY 2024 | |
| Does the notice of AGM/circulars have the following details: | ||||
| 6.3. | Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? | Profile of Board of Commissioner/ Director in seeking election of 2024 AGMS is published in Telkom's website and Telkom's 2024 AGMS of Proxy Materials. |
Profile of Board of Commisioner |
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| 6.4. | Are the auditors seeking appointment/re-appointment clearly identified? |
In 2024 AGMS call, an agenda related to the agreement of the Public Accountant Office appointment to audit the Company's Financial Statements of 2024, the Financial Statements of the Partnership Program, and the Community Development for 2024 was listed (AGMS call). In the decision of the 4 agenda AGMS , Telkom reappointed Purwantoro, Sungkoro and Surja (a member firm of Ernst & Young Global Limited) as Public Accounting Firm to audit the Consolidated Financial Statements of the Company and Report of Micro and Small Business Funding Program of the Company for the Fiscal Year 2025. |
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| 6.5. | Were the proxy documents made easily available? | Proxy Documents & Power of Attornet Form can be obtained in the Telkom's website in addition to the registrar office. | ||
| 7. | Insider trading and abusive self-dealing should be prohibited. | |||
| 7.1. | Are the directors / commissioners required to report their dealings in company shares within 3 business days? | Based on Financial Service Authority Regulation (POJK) POJK.4/2024 regarding Reporting of Share Ownership and Share Pledging Activities at the Public Companies are required to report to Company for ownership and any changes to ownership of public company's shares no later than 3 (three) business days after the transaction. | ||
| 8. | Related party transactions by directors and key executives. | |||
| 8.1. | Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? | In the Articles of Association, article 12, paragraph 1, there is a policy in which the directors are assigned to carry out all related actions and be responsible for managing the company for the benefit of the company. | Article 12 section 1 and 2 of Telkom's Article of Association | |
| 8.2. | Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? | The policy that stipulates the board members (directors and commissioners) to be unable to participate in the Meetings/ matters which have a conflict of interest, is regulated in the Board Manual. | ||
| 8.3. | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? |
Based on Board Manual, Telkom has internal policy that prohibited the transactions containing conflict of interest. Beside conflict of interest tendency, the practice of granting loan to Board of Directors and Board of Commissioners is prohibited by : 1. Based on Article 17 and Article 23 of Regulation of the Minister of State-Owned Enterprises No. PER-01/MBU/02/2011 dated August 1, 2011 regarding The implementation of Good Corporate Governance in State-Owned Enterprise which revoked by Article 19 and Article 20 of Regulation of the Minister of State-Owned Enterprises No. PER-02/MBU/03/2023 dated March 3, 2023 regarding The guidelines for significant corporate governance and activities of state owned enterprises the Board of Directors and the Board of Commissioners are prohibited to act conflict of interest, and take personal benefit, whether direct or indirect from the decision making process and related State-Owned Enterprises activities, unless from the lawful remuneration. Such regulation has been implemented by Company Regulation No. PD.602.00/r.00/HK000/COP-D0030000/2011 regarding The Guidelines on implementation of Good Corporate Governance in Telkom Group. 2. Based on Chapter II of Regulation of the Minister of State-Owned Enterprises No. PER-01/MBU/05/2019 dated May 31, 2019 regarding The Guidelines on Remuneration of Board of Directors, Board of Commissioners, and Board of Supervisors of State-Owned Enterprises which revoked by Chapter III article 81 and 82 of Regulation of the Minister of State-Owned Enterprises No. PER-3/MBU/03/2023 dated March 20, 2023 regarding The Guidelines on Remuneration of Board of Directors, Board of Commissioners, and Board of Supervisors of State-Owned Enterprises, the loan is not one of the remuneration components, therefore it is prohibited. |
Regulation of the Minister of State-Owned Enterprise No. PER-01/MBU/02/2011 Regulation of the Minister of State-Owned Enterprise No. PER-01/MBU/05/2019 Regulation of the Minister of State-Owned Enterprise No. PER-2/MBU/03/2023 Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 |
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| 9. | Protecting minority shareholders from abusive actions | |||
| 9.1. | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? | Information on Telkom’s material transaction in 2024 as stated in Annual Report FY 2024, page 172. | Annual Report FY 2024, page 172 |
GRP |
| 9.2. | In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? | There were no interest transaction which requiring approval from GMS as mentioned in POJK 42/2020. | Financial Service Authority Regulation (POJK) No. 42 /POJK.04/2020 regarding Affiliated Transaction and Conflict of Interest Transaction | |
- Save Our Planet, Climate Change and Energy Management (GRI 302, 305)
- Resource Management (GRI 306)
- Empower Our People Diversity, Equity & Inclusion (GRI 401, 404, 405, 406)
- Employee Health & Safety (GRI 403)
- Customer Experience (GRI 416)
- Digital Inclusion and Community Engagement (GRI 413)
- Elevate Our Business Regulatory Compliance (GRI 206, 417)
- Ethical Business Practices (GRI 205)
- Cybersecurity and Data Protection (GRI 418)
| Part | Criteria | Explanation | Evidence | |
|---|---|---|---|---|
| Material Sustainability-related information should be specified | ||||
| 1. | Sustainability-related disclosure should be consistent, comparable and reliable, and include retrospective and forward-looking material information that a reasonable investor would consider important in making an investment or voting decision | |||
| 1.1. | Does the company identify/report ESG topics that are material to the organization’s strategy? |
Telkom actively identifies and regularly reviews material ESG topics based on the GRI 2021 Standards and aligned with stakeholder expectations and industry developments. This process involves: Reviewing the organizational context (value chain, business strategy, disclosure standards such as GRI, SASB, UN SDGs, IFRS S1/S2, and ESG rating agency assessments). Engaging internal and external stakeholders through workshops, interviews with regulators, investors, and rating agencies. Assessing and prioritizing topics based on severity and likelihood of impact. Final approval by the management. In 2024, Telkom updated its material topics list by incorporating emerging trends and stakeholder inputs, and added new topics such as employee health and safety. Based on Sustainability Report 2024, Telkom’s material ESG topics are structured under three sustainability pillars: |
Sustainability Report FY 2024, page 33-35 | |
| 1.2. | Does the company identify climate change as an issue? | Telkom has identifies climate change as a critical issue with both risks and opportunities. The company has conducted climate risk assessments and scenario analyses aligned with IFRS S2 and TCFD guidelines. These include identification of physical and transition risks such as extreme weather, rising temperatures, carbon pricing, and renewable energy demand. Telkom also monitors climate-related risks through a Sustainability Committee chaired by the CEO, and has committed to net zero emissions for Scope 1 and 2 by 2060, with interim targets for 2030. |
Sustainability Report FY 2024, page 58 |
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| 1.3. | Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)? | Telkom has adopts multiple internationally recognized sustainability frameworks in its reporting. The 2024 Sustainability Report is prepared based on GRI Standards (2021), SASB Telecommunications Standard, and includes early adoption of IFRS S1 and S2. The company also integrates disclosures aligned with the UN SDGs, and complies with Indonesian financial authority regulations (POJK 51/2017 and SEOJK 16/2021). |
Sustainability Report FY 2024, page 148 |
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| If a company publicly sets a sustainability-related goal or target, the disclosure framework should provide that reliable metrics are regularly disclosed in an easily accessible form | ||||
| 1.4. | Does the company disclose quantitative sustainability target? |
Telkom has discloses clear and measurable sustainability targets as part of its GoZero% Strategy, covering environmental, social, and governance dimensions. These include a 20% reduction in Scope 1 and 2 emissions by 2030, 70% waste diversion from landfill, and diversity targets such as 32% women employees and 27% in leadership. The targets are aligned with global standards like GRI and IFRS S2, and provide a structured basis for performance monitoring, enabling internal accountability and transparent stakeholder communication. Telkom’s disclosed 2030 targets include in SR Telkom 2024 page 43 - 20% reduction in Scope 1 & 2 GHG emissions (baseline: 2023). - Zero fatal work accidents annually -70% of office and fiber optic waste diverted from landfill -32% women in total workforce, 27% women in leadership, 1.5% employees with disabilities, 25% digital talents -100% employees sign integrity pact and 100% whistleblower cases followed-up - 100% subsidiaries certified with ISO 37001 (anti-bribery management system). - Full regulatory compliance across ESG-relevant areas. |
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| 1.5. | Does the company disclose sustainability-related performance progress in relation to its previously set targets? | Telkom tracks and reports its year-on-year progress toward sustainability targets through its assured Sustainability Report, showing alignment with goals and explaining gaps when necessary. Achievements in 2024 include 80% diversion of fiber optic waste, 84.41% employee engagement, 22% women in leadership, and zero critical data breaches, supported by targeted initiatives like renewable-powered BTS and increased ESG training. These disclosures reflect commitment to continuous improvement and enable stakeholders to evaluate actual progress against defined ESG goals. Examples of 2024 performance progress against targets include: - 80% of fiber optic waste diverted from disposal (exceeding interim target) - 6,387 tons of office waste successfully reduced - 84.41% employee engagement index (exceeding 2024 target of 80) - 22% of managerial roles held by women (on track toward 27% in 2030) - 100% of cybersecurity employees trained, with no critical data breaches - Energy efficiency investment of IDR 57 billion, including 275 BTS powered by solar and hydro energy - CDP Climate rating maintained at B; Sustainalytics ESG risk score improved to 25.6 |
Sustainability ReportFY 2024, page 48 |
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| 1.6. | Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee? | Yes, Telkom’s 2024 Sustainability Report was formally reviewed and approved by both the Board of Commissioners and Board of Directors, with signed declarations included in the report. This oversight ensures top-level accountability and reflects the integration of ESG governance into strategic decision-making, supported by a dedicated Sustainability Committee chaired by the President Director and cross-functional working teams that oversee data quality, disclosures, and ESG alignment. Based on Sustainability Report 2024, Telkom’s material ESG topics are structured under three sustainability pillars: - Save Our Planet Climate Change and Energy Management (GRI 302, 305) - Resource Management (GRI 306) -Empower Our People Diversity, Equity | Sustainability Report FY 2024, page 16-17 | Sustainability Report FY 2024, page 12-14 |
| 2. | Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters | |||
| 2.1. | Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? | Telkom systematically engages internal stakeholders through structured processes to collect feedback and insights on sustainability topics considered material to its business. This includes organizing workshops with key business units responsible for ESG topics, coordinated by the Sub-Department of Sustainability and supported by independent consultants. The engagement focuses on reviewing Telkom’s business context, strategic direction, and internal perspectives on environmental, social, and governance matters. These activities ensure that internal views are captured in the materiality assessment and sustainability planning. | ||
| 2.2. | Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? | Yes, Telkom actively involves external stakeholders—such as regulators, investors, ESG rating agencies, media, and local communities—to gather input and feedback on its sustainability performance and priorities. These engagements are carried out through interviews, public disclosures, community dialogue, and third-party consultations, coordinated by Investor Relations and the Sustainability Unit. Insights from these stakeholders are incorporated into the company’s materiality assessment and influence the refinement of sustainability strategies and disclosures. |
Sustainability Report FY 2024, 35 |
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| 3. | The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climaterelated physical and transition risks | |||
| Boards should assess whether the company’s capital structure is compatible with its strategic goals and its associated risk appetite to ensure it is resilient to different scenarios | ||||
| 3.1. | Does the company disclose that the board reviews on an annual basis that the company's capital and debt structure is compatible with its strategic goals and its associated risk appetite? |
The board of directors ensures the company's capital structure aligns with its strategic objectives and associated risk appetite to ensure its resilience to various scenarios, as outlined in the company's risk appetite statement. Identified risks are assessed, along with their impact and probability, to determine appropriate mitigation actions to be taken across all levels. The board of directors and the board of commissioners monitor these risks through a risk oversight committee and ensure all risks remain within the company's risk appetite." |
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| 4. | The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises | |||
| Does the company disclose a policy and practices that address : | ||||
| 4.1. | The existence and scope of the company's efforts to address customers' welfare? | Telkom has a policy to take care of customer’s welfare that is listed on the Corporate Social Responsibility and Environmental as stated in Annual Report FY 2024, page 366-379 and Sustainability Report FY2024, page 126. | ||
| 4.2. | Supplier/contractor selection procedures? | Telkom disclose procedures of supplier selection (procurement process) in Annual Report FY 2024, page 183. This prosedures in based on Decision of the Resolution of Director of Finance Number PR 301.08//r.07/HK240/COP-K0700000/2023 regarding Guidelines for Procurement Implementation. | Annual Report FY 2024, page 183 | |
| 4.3. | The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | In managing the environment, Telkom has a policy to make use of environmentally friendly energy and recyclable materials. Waste management systems and complaint mechanisms for environmental issues as stated in Annual Report FY 2024, page 366-379 | Annual Report FY 2024, page 366-379 | |
| 4.4. | The company's efforts to interact with the communities in which they operate? | In order to interact with the community, Telkom has company's corporate social and environmental responsibility program as stated in Annual Report FY 2024, page 366-379. | Annual Report FY 2024, page 366-379 | |
| 4.5. | The company's anti-corruption programmes and procedures? |
"In order to prevent fraud, Telkom has several policies. In supporting the implementation of anti-corruption policies TelkomGroup has various mechanisms related to anti-corruption. TelkomGroup also shows its commitment by obtaining the ISO 37001: 2016 certificate regarding Anti-Bribery Management Systems since August 2020 as stated in Annual Report FY 2024, page 354." |
Annual Report FY 2023, page 354 | |
| 4.6. | How creditors' rights are safeguarded? | Telkom's policy that outlines how creditor rights are protected, is stated in the Implementation of GCG-OJK Principles in principle 7: Improving Corporate Governance Aspects through Stakeholder Participation as stated in Annual Report FY 2024, page 183-184. | Annual Report FY 2024, page 183-184 | |
| 4.7. | Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? | Telkom has a separated report concerning Environment, Social and Governance issues which is the Sustainability report. Meanwhile we have also disclose some of our social and environment effort and report in its own chapter inside of our Annual Report (page 366-379). Telkom has also described its effort on ESG issues in 20-F with title Corporate and Social Responsibility. Evidence: 20-F page 89-90. | ||
| 5. | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | |||
| 5.1. | Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? | Telkom has disclosed the company's contact details in the form of a company address, phone number and email on the website. In addition, it also comes with a social media account link on the home page section. |
https://www.telkom.co.id/sites/about-us/en_US/page/contact-us-1063 |
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| 6. | Mechanisms for employee participation should be permitted to develop. | |||
| 6.1. | Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? | Statements concerning the realization of employee’s health, safety Sustainability Report page 90-96 | ||
| 6.2. | Does the company explicitly disclose the policies and practices on training and development programmes for its employees? | Telkom has disclosed policies and practices training development programs. The detail information was stated in Annual Report FY 2023, page 90-96 and company regulation. | ||
| 6.3. | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? |
"Telkom has a compensation reward and compensation policy that accounts for the company's performance beyond short-term financial measures. Reward policy regulated in PR 206/2022 about learning and development management on article 12. Beside that, Telkom also has a scholarship program for its employees who wish to continue their education at the master’s and/ or doctoral level through the Great People Scholarship Program (GPSP). The company provides this long-term program to retain employees. In 2024-2025, 34 employees continued their education abroad, and no employees continued their education at domestic universities." |
Company Regulation on Reward and Compensation |
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| 7. | Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. | |||
| 7.1. | Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report | Telkom has a violation reporting system or known as a Whistleblowing System (WBS) since 2006. The detail was stated in Annual Report FY 2024, page 347-349. | Annual Report FY 2024, page 347-349 | |
| 7.2. | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? | Whistleblowing system policy was stated in Annual Report FY 2024, page 347. | Annual Report FY 2023, page 347 | |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Transparent ownership structure | ||
| 1.1. | Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? | Information regarding identity of the shareholder holds more than 5% ownership was stated in Annual Report FY 2024, page 91-92. | Annual Report FY 2024, page 91-92 |
| 1.2. | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? | Telkom has disclosed direct and indirect shareholders of major and/or substantial shareholdings was stated in Annual Report FY 2024, page 91-93. | Annual Report FY 2023, page 91-93 |
| 1.3. | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? | Telkom has disclosed information regarding Shareholders composition was stated in Annual Report FY 2024, page 91-93. | Annual Report FY 2024, page 91-93 |
| 1.4. | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? | Telkom has disclosed information regarding Shareholders composition was stated in Annual Report FY 2024, page 91 - 92 and 346. | |
| 1.5. | Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? | Telkom has disclosed details of the parent/ holding company, subsidiaries, associated, joint ventures, and special purpose enterprise/ vehicle (SPEs)/ (SPVs) was stated in Annual Report FY 2024, page 94-99 | Annual Report FY 2024, page 94-99 |
| 2. | Quality of Annual Report | ||
| Does the company's annual report disclose the following items: | |||
| 2.1. | Corporate objectives | Telkom discloses corporate objective in official website and in the Annual Report FY 2023 page 57-58. |
Corporate Objectives https://www.telkom.co.id/sites/about-us/en_US/page/profile-and-brief-history-24
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| 2.2. | Financial performance indicators |
1. Financial Indicators was stated in Annual Report FY 2024, pages 24-25. 2. Comprehensive Financial Performance was stated in Annual Report FY 2024, page 145-175. |
|
| 2.3. | Non-financial performance indicators |
1. Operational Highlight was stated in Annual Report FY 2023, page 117-131 2. Awards and Certification has disclosed in website and Sustainability Report FY 2024, page 26-29 3. Telkom has a Corporate Governance Scorecard method as a non-financial indicator as stated in Annual Report FY 2024, page 185 |
Annual Report FY 2024 page 117-131
Telkom Indonesia Award https://www.telkom.co.id/sites/about-us/en_US/page/award-651
|
| 2.4. | Dividend policy |
1. Dividend Policy has published in Telkom's website. 2. Dividend Payment was stated in Annual Report FY 2023, page 156. |
|
| 2.5. | Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners | Telkom has disclosed biographical details through corporate website and Telkom's Annual Report FY 2024, page 70-74 and page 78-82. | |
| Corporate Governance Confirmation Statement | |||
| 2.6. | Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? | Telkom has disclosed statement confirming the company's full compliance with the code of corporate governance as stated in Annual Report FY 2024, page 180-184 | Annual Report FY 2024, page 180-184 |
| 3. | Remuneration of Members of the Board and Key Executives | ||
| 3.1. | Is there disclosure of the fee structure for non-executive directors/ commissioners? | Telkom has the fee structure for non executive directors/ commisioners refers to PER-04/MBU/2014 & PER-12/MBU/11/2020 are honorarium, allowances (religious transportation, post-employment insurance), medical facility, legal facility and tantiem. It was stated in Annual Report FY 2024, page 247-250. | Annual Report FY 2024, page 247-250 |
| 3.2. | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each nonexecutive director/commissioner? | Telkom has stated the details of remuneration of Board of Commissioner in Annual Report | Annual Report FY 2024, page 249 |
| 3.3. | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/ practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? | Telkom has stated the details of remuneration for our Directors and Board of Commissioners in Annual Report FY 2024, page 249 - 250 | Annual Report FY 2024, page 249-250 |
| 3.4. | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]? | Telkom has stated the details of remuneration of Board of Directort in Annual Report | Annual Report FY 2024, page 220 |
| 4. | Disclosure of related party transactions (RPT) | ||
| 4.1. | Does the company disclose its policy covering the review and approval of material RPTs? |
Telkom has disclosed its policy covering the review and approval of material RPTs in Annual Report FY 2023, page 158. Telkom has implemented company policies related to the review mechanism for material transactions that contain conflicts of interest; transactions with affiliates; and investment, expansion, divestment, merger, acquisition, and debt/capital restructuring transactions. This was implemented to comply with the provisions of the Financial Services Authority Regulation No.31/POJK.04/2015 regarding Disclosure of Material Information or Facts by Issuers or Public Companies and Resolution of Board of Directors of Jakarta Stock Exchange No. Kep-06/BEJ/07-2004 dated July 19, 2004, regarding Regulation Number I-E regarding Obligation of Information Submission. |
Annual Report FY 2024, page 172 |
| 4.2. | Does the company disclose the name, relationship, nature and value for each material RPTs? | Company disclose the name, relationship, nature and value for each material RPTs as stated in Annual Report FY 2024, page 172 (see: table). | Annual Report FY 2024, page 172 |
| 5. | Directors and commissioners dealings in shares of the company | ||
| 5.1. | Does the company disclose trading in the company's shares by insiders? |
Telkom has disclosed about insider trading in topic Implementation of GCG management principal - financial services authority: PRINCIPLE 7 No.1. To have a Policy to prevent Insider Trading. Based on the Director of Human Capital Management Regulation No. PR 209.05/r.01/HK250/COP-A4000000/ 2020 concerning Employee Discipline, the policy to prevent Insider Trading practices is contained in Article 5 regarding prohibitions for each employee including abuse of authority or position and unauthorized use of Company information. |
|
| 6. | External auditor and Auditor Report | ||
| Where the same audit firm is engaged for both audit and non-audit services | |||
| 6.1. | Are the audit and non-audit fees disclosed? | Audit and non-audit fees was disclosed in Annual Report FY 2024, page 105-106: Name and Address of Institutions and/or Supporting Capital Market Professions | Annual Report FY 2024, page 105-106 |
| 6.2. | Does the non-audit fee exceed the audit fees? | The incurred fees for other service would never exceed the fees for audit services as stated in Annual Report FY 2024, pages 106 - 107. | Annual Report FY 2024, pages 106 - 107 |
| 7. | Medium of communications | ||
| Does the company use the following modes of communication? | |||
| 7.1. | Quarterly reporting | The company issued quarterly financial reports and reported them to OJK, IDX and posted on the company's website. The company also issued a quarterly Info memo uploaded on the company's website. |
Financial Statements https://telkom.co.id/sites/about-telkom/en_US/page/ir-laporan-keuangan-148
Info Memo https://telkom.co.id/sites/about-telkom/en_US/page/ir-info-memo-156
|
| 7.2. | Company website | Telkom uses Company Website as a medium of communication |
Telkom Website www.telkom.co.id
|
| 7.3. | Analyst's briefing | The company carries out various forms of communication to analysts and investors, including site visit investors, day investors, conference calls and analyst meetings. | https://telkom.co.id/sites/about-telkom/en_US/page/investors-calendar-534 |
| 7.4. | Media briefings /press conferences | Telkom uses press conference as communication channel which its content is published through news release. The information may be accessed through Telkom Website (News - News Release). |
Press Release https://telkom.co.id/sites/about-telkom/en_US/page/news-about-telkom-124?category=press-release-1
|
| 8. | Timely filing/release of annual/financial reports | ||
| 8.1. | Are the audited annual financial report / statement released within 120 days from the financial year end? | The audited financial report of 2024 was released on April 21, 2025. |
Financial Statements & Annual Report https://www.idx.co.id/en/listed-companies/company-profiles/TLKM
|
| 8.2. | Is the annual report released within 120 days from the financial year end? | Annual Report of 2023 was released on April 21, 2025. |
Financial Statements & Annual Report https://www.telkom.co.id/sites/about-telkom/en_US/page/ir-laporan-tahunan-152
|
| 8.3. | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? | The true and fair representation of the Annual Report FY 2024 is affirmed by the Ririek Adriansyah as President Director and Heri Supriadi as Finance Director. | Annual Report FY 2024, page 55 |
| 9. | Company website | ||
| Does the company have a website disclosing up-to-date information on the following: | |||
| 9.1. | Financial statements/reports (latest quarterly) | The company disclosed quarterly financial reports and Info memo on the company's website. |
Financial Statements https://telkom.co.id/sites/about-telkom/en_US/page/ir-laporan-keuangan-148
Info Memo https://telkom.co.id/sites/about-telkom/en_US/page/ir-info-memo-156
|
| 9.2. | Materials provided in briefings to analysts and media | Telkom disclosed materials provided to analysts and media through Investor Relations menu. |
Information to Investors https://telkom.co.id/sites/about-telkom/en_US/page/ir-informasi-kepada-investor-168
|
| 9.3. | Downloadable annual report | Information regarding the company's Annual Report FY 2024 is publicly accessible through company's official website at Investor Relations menu. |
Annual Report https://telkom.co.id/sites/about-telkom/en_US/page/ir-laporan-tahunan-152
|
| 9.4. | Notice of AGM and/or EGM | Information on Notice of AGM and/or EGM is publicly accessible through company's official website at Investor Relations page. |
GMS (General Meeting of Shareholders) https://telkom.co.id/sites/about-telkom/en_US/page/ir-gms-136
|
| 9.5. | Minutes of AGM and/or EGM | Information regarding to Minutes of AGM and/or EGM is publicly accessible through company's official website at Investor Relations menu. |
GMS (General Meeting of Shareholders) https://telkom.co.id/sites/about-telkom/en_US/page/ir-gms-136
|
| 9.6. | Company's constitution (company's by-laws, memorandum and articles of association) | Telkom has disclosed the Articles of Association of the Company on Telkom's Website. There is no Amendment to the Articles of Association of the Company in 2024, therefore the Articles of Association is still referring to Deed No. 37 of 2022 dated 22 June 2022 made before Notary Ashoya Ratam, S.H., M.Kn. |
Telkom's Article Association https://www.telkom.co.id/sites/about-telkom/en_US/page/ir-anggaran-dasar-188
|
| 10. | Investor relations | ||
| 10.1. | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? |
Telkom has disclosed detail of contact from Investor Relations unit available at Telkom Website. Contact detail Corporate Communication unit and Investor Relation unit (Telkom Website). |
Contact Detail https://telkom.co.id/sites/about-telkom/en_US/page/contact-detail-195
|
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| 1. | Board Duties and Responsibilities | ||
| Clearly defined board responsibilities and corporate governance policy | |||
| 1.1. | Does the company disclose its corporate governance policy/ board charter? | Telkom discloses corporate governance policy/ board charter in official website and in the Annual Report 2024 page 176-186. |
Manual Board https://www.telkom.co.id/sites/about-us/en_US/page/board-of-commissioners-and-directors-234
|
| 1.2. | Are the types of decisions requiring board of directors/ commissioners' approval disclosed? | Based on the Article 12 section 7 of Articles of Association of the Company, it determines the types of actions by Board of Director that shall acquired written approval from Board of Commissioner. | Article 12 section 7 of Telkom's Article of Association |
| 1.3. | Are the roles and responsibilities of the board of directors/ commissioners clearly stated ? | The roles and responsibilites of Telkom's Board of Directors/ Commissioners are stated in: Article 12 and 15 of Telkom's Articles of Association and Board Manual. |
Article 12 of Telkom's Article of Association Article 15 of Telkom's Article of Association |
| Corporate Vision/ Mission | |||
| 1.4. | Does the company have an updated vision and mission statement? | Telkom discloses vision and mission statement in official website and in the Annual Report 2024 page 57-58. |
Vision and Mission https://www.telkom.co.id/sites/about-us/en_US/page/profile-and-brief-history-24Annual Report FY 2024, page 57-58 Annual Report FY 2024, page 57-58 |
| 1.5. | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? | The Board of Directors play most significant role in developing and reviewing annual Telkom's strategy. This is stipulated under the Article 17 of Telkom's Articles of Association, that requires the Board of Directors to prepare the report on the business strategy in the model of Company's Annual Work Plan and Budget for each financial year. | Article 17 of Telkom's Articles of Association |
| 1.6. | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
The Board of Directors have the duties in carrying out all actions related to and responsible for the management of the Company and for the interest of the Company. Furthermore, Telkom's Board of Directors also required to prepare the following documents to achieve the target of the Company: (i) Company's Long Term Plan; (ii) Company's Annual Work Plan and Budget, which also includes: mission, business objectives, business strategy, company policies, and work programs/ activities; (iii) Corporate Strategic Scenario (CSS) Documents; (iv) Corporate Annual Message (CAM). To evaluate the implementation progress of company’s strategy, Telkom’s Board of Directors through a Meeting of the Board of Directors or under the joint approval mechanism shall be authorized to strive to achieve the target indicators for financial, operational and administrative aspects used as the basis for assessing the level of health of the Company in accordance with the performance target determined by the Shareholders and to establish performance targets and performance evaluation of the Company, Directorates, Operation Units and Business Units. |
Article 12 section 1 of Telkom's of Articles of Association Article 17 section 1(a) of Telkom's of Articles of Association Board Manual, Chapter II Part D section 1 and section 2 |
| 2. | Board structure | ||
| Code of Ethics or Conduct | |||
| 2.1. | Are the details of the code of ethics or conduct disclosed? | Details of Telkom's code of conduct was stated in Annual Report FY 2024, page 342-343. | Annual Report FY 2024, page 342-343 |
| 2.2. | Are all directors/ commissioners, senior management and employees required to comply with the code/s? | The codes apply to all employee including director and commissioner throughout the organization as stated in Annual Report FY 2024, page 342-343 and Telkom's website. |
Annual Report FY 2024, page 286-287
Code of Ethics and Corporate Culture https://www.telkom.co.id/sites/about-us/en_US/page/code-of-ethics-and-corporate-culture-80
|
| 2.3. | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | Process to monitor compliance with the code of ethics through e-learning about work ethics and signing integrity pact every year and online survey program on business ethics as stated in Annual Report FY 2024, page 60-61, page 342-343 and Telkom's website. |
Annual Report FY 2024, page 60-61 Annual Report FY 2024, page 342-343
Code of Ethics and Corporate Culture https://www.telkom.co.id/sites/about-us/en_US/page/code-of-ethics-and-corporate-culture-80
|
| Board Structure & Composition | |||
| 2.4. | Do independent directors/ commissioners make up at least 50% of the board of directors/ commissioners? | Pursuant to the Summary of Minutes of AGMS FY 2024, the composition of independent commisioner is 2 (two) out of 8 (eight) members of Board od Commisioners who were appointed based on the nomination of Seri A Dwiwarna Shareholders | Summary of Minutes of GMS Meeting 2024 |
| 2.5. |
Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners? 1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
It is regulated that the term of office of Board of Directors and Board of Commissioners shall be 5 (five) years and can be reappointed for 1 (one) term of office. (Article 11 section 12 and Article 14 section 14 of Telkom’s Articles of Association). Furthermore, the term of office is also regulated under the Indonesian State-Owned Entities Act No.19 of 2003 and Government Regulation No. 45 of 2005 concerning Establishment, Management, Supervision, and Dissolution of State-Owned Entities as lastly amended by Government Regulation No. 23 of 2022, which stated that the term of of office for member of Board of Commissioners and Directors are determined for 5 (five) years and possible to be reappointed for 1 (one) term of office. |
Article 11 section 12 of Telkom's Articles of Association Article 14 section 14 of Telkom's Articles of Association |
| 2.6. | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? | The Members of the Board of Directors and Board of Commissioners are prohibited from holding concurrent positions. This provision is regulated under Article 11 section 28, Article 14 section 29 of Telkom's Articles of Association, and Board Manual Chapter II Part Q. |
Article 11 section 28 of Telkom's Articles of Association |
| 2.7. | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? | All of directors do not have any directorship in other listed company | |
| Nominating Committee | |||
| 2.8. | Does the company have a Nominating Committee? | Telkom discloses nominating committee in official website and in the Annual Report 2024, page 236-250. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546Annual Report FY 2024, page 236-250 Annual Report FY 2024, page 236-250 |
| 2.9. | Is the Nominating Committee comprised of a majority of independent directors/ commissioners? | Telkom discloses committee in official website and in the Annual Report 2024, page 238-243. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546Annual Report FY 2024, page 238-243 Annual Report FY 2024, page 238-243 |
| 2.10. | Is the chairman of the Nominating Committee an independent director/ commissioner? | Telkom discloses nominating committee in official website and in the Annual Report 2024 page 236-250. | Annual Report FY 2024, page 236-250 |
| 2.11. | Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? | Telkom discloses nominating committee in official website and in the Annual Report 2024 page 236-250. |
Annual Report FY 2024, page 236-250.
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546Annual Report 2024 page 236-250 Annual Report FY 2024, page 236-250
|
| 2.12. | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | Telkom is obliged to comply with OJK Regulation No. 34/POJK.04/2014 regarding Committee for Nomination and Remuneration which regulates the minimum number of Committee for Nomination and Remuneration Meeting at least once in 4 (four) months. It was stated in Annual Report FY 2024, page 243-246: the meeting attendance of the Nominating Committee in 2024. | Annual Report FY 2024, page 243-246 |
| Remuneration Committee/ Compensation Committee | |||
| 2.13. | Does the company have a Remuneration Committee? | Telkom discloses remuneration committee in official website and in the Annual Report 2024 page 236-250. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546 |
| 2.14. | Is the Remuneration Committee comprised of a majority of independent directors/ commissioners? | Telkom discloses committee in official website and in the Annual Report 2024 page 238-243. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546Annual Report FY 2024, page 238-243 Annual Report FY 2024, page 238-243 |
| 2.15. | Is the chairman of the Remuneration Committee an independent director/ commissioner? | Telkom discloses committee in official website and in the Annual Report 2024 page 238-243. |
Annual Report 2024 page 238-243 Annual Report FY 2024, page 238-243 |
| 2.16. | Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? | Telkom discloses committee reference in official website and in the Annual Report 2024 page 236-250. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546
Annual Report FY 2024, page 236-250 Annual Report FY 2024, page 236-250
|
| 2.17. | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | Telkom is obliged to comply with OJK Regulation No. 34/POJK.04/2014 regarding Committee for Nomination and Remuneration which regulates the minimum number of Committee for Nomination and Remuneration Meeting at least once in 4 (four) months. It was stated in Annual Report FY 2024, page 243-246: the meeting attendance of the Remuneration Committee in 2024. In 2024, Telkom's Remuneration Committee Meeting has held 24 meetings. | Annual Report FY 2024, page 243-246 |
| Audit Committee | |||
| 2.18. | Does the company have an Audit Committee? | Telkom discloses audit committee in official website and in the Annual Report 2024 page 221-236. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546Annual Report FY 2024, page 221-236 Annual Report FY 2024, page 221-236 |
| 2.19. | Is the Audit Committee comprised entirely of non-executive directors/ commissioners with a majority of independent directors/ commissioners? | Telkom discloses audit committee directors/commissioner reference in official website and in the Annual Report 2024 page 223-227. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546Annual Report FY 2024, page 223-227 Annual Report FY 2024, page 223-227 |
| 2.20. | Is the chairman of the Audit Committee an independent director/ commissioner? | Telkom discloses audit committee directors/commissioner reference in official website and in the Annual Report 2024 page 223-227. |
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546Annual Report FY 2024, page 223-227 Annual Report FY 2024, page 223-227 |
| 2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | Telkom discloses audit committee in official website and in the Annual Report 2024 page 221-236. |
Annual Report FY 2024, page 221-236
Committees https://www.telkom.co.id/sites/about-us/en_US/pagehttps://www.telkom.co.id/sites/about-us/en_US/page/commites-546
|
| 2.22. | Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? | Telkom has 2 (two) members of Audit Committe as independent members with accounting qualification. It was stated in Annual Report FY 2024, page 225-227. | Annual Report FY 2024, page 225-227 |
| 2.23. | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? | Telkom has Audit Committee that conducts regular meeting at least once in 3 (three) months as stated in Annual Report FY 2024, page 232-234. | Annual Report FY 2024, page 232-234 |
| 2.24. | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | Telkom has Audit Committee that responsible to assist the Board of Commissioners in the process of selecting independent auditors to conduct the integrated audit for the Company and its consolidated subsidiaries based on independence, the scope of work and service fee. | Annual Report FY 2024, page 225-231 |
| 3. | Board Processes | ||
| Board meetings and attendance | |||
| 3.1. | Are the board of directors meeting scheduled before the start of financial year? |
According to Articles of Association, Board of Directors meetings has provision for holding Internal Meeting 1 (once) every month. If needed, Board of Directors can hold other Meeting any time. In 2023 there are 68 Board of Directors Meeting. In addition, refer to Board Manual section VI about Calendar of Events, the Board of Directors Meetings has been setup 1 (once) every month and if needed, Board of Directors can hold other Meeting any time. According to this time plan then The Corporate Secretary will arrange every formal invitation and the agenda for Board of Directors Meeting. At the beginning of the financial year, the Reporting Framework (as attached ) will be explained to the Board of Director, so that Board of Directors will know type of performance report that need to be prepared every week |
|
| 3.2. | Does the board of directors/ commissioners meet at least six times during the year? | Board of Directors and Board of Commissioners meetings in 2024 are stated in Annual Report FY 2024. There are 12 (twelve) BoC-BoD meeting in 2024. | Annual Report FY 2024, page 210-211 |
| 3.3. | Has each of the directors/ commissioners attended at least 75% of all the board meetings held during the year? | Each of the directors/commissioners attended at least 75% of all the board meetings held in 2024. Details are stated in Annual Report FY 2024. | |
| 3.4. | Does the company require a minimum quorum of at least 2/3 for board decisions? | A quorum is reached when more than half of the members of the Board of Directors or Board of Commissioners are present or legally represented at the Meeting. The minimum quorum of at least 2/3 for board decisions will be reviewed for ongoing practices. |
Annual Report FY 2023, page 190 Annual Report FY 2023, page 238 Article 13 section 13 and 15 of Telkom's Article of Association |
| 3.5. | Did the non-executive directors/ commissioners of the company meet separately at least once during the year without any executives present? | Separate Board of Commissioner meetings was held 24 times during the year 2024 | Annual Report FY 2024, page 205-208 |
| Access to information | |||
| 3.6. | Are board papers for board of directors/ commissioners meetings provided to the board at least five business days in advance of the board meeting? | Board papers for every Quarters BoC-BoD meetings provided to the board at least 5 (five) business days in advance of the board meeting. | |
| 3.7. | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | In accordance with POJK No. 35/POJK.04/2014 Regarding Corporate Secretary of Issuers or Public Companies, Telkom has the function of Corporate Secretary/Investor Relations, which facilitates internal communication between the Board of Directors and the Board of Commissioners. The Corporate Secretary is a Company organ that plays an essential role in facilitating internal Company communications, establishing relationships between the Company and its Shareholders, Government, Financial Services Authority, and other stakeholders, as well as ensuring the Company’s compliance with regulations relating to the Capital Market | Annual Report FY 2024, page 308 |
| 3.8. | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | Corporate Secretary education and training has been carried out 2 times in 2024. | Annual Report FY 2024, page 310 |
| Board Appointments and Re-Election | |||
| 3.9. | Does the company disclose the criteria used in selecting new directors/ commissioners? | Telkom has disclosed the criteria used in selecting new members of the Board of Directors and Board of Commissioners, which stipulated in Article 11 section 3 and Article 14 section 4 of Telkom’s Article of Association. | |
| 3.10. | Did the company describe the process followed in appointing new directors/ commissioners? | Telkom has disclosed the process in appointing new directors/ commissioners as regulated under Article 11 section 10 and Article 14 section 12 of Telkom’s Article of Association). | |
| 3.11. | Are all directors/ commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? 2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
The period of office of Board of Directors and Board of Commissioners of the Company shall be 5 (five) years and can be reappointed for 1 (one) period of office, as stipulated under: 1. Article 11 section 12 of Telkom Articles of Association; 2. Article 14 section 14 of Telkom’s Articles of Association; 3. Indonesian State-Owned Entities Act No.19 of 2003; and 4. Article 16, Article 19 and Article 52 of Government Regulation (GR) No. 45 of 2005 regarding Establishment, Management, Supervision, and Dissolution of State-Owned Enterprises as lastly amended by GR No. 23 of 2022. |
Article 11 section 12 of Telkom’s Article of Association Article 14 section 14 of Telkom’s Article of Association |
| Remuneration Matters | |||
| 3.12. | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? | Telkom’s shareholders approved the remuneration of the Board of Directors and Board of Commissioners in the AGMS. It was stated in 3rd Agenda, Summary Minutes of AGMS FY 2023. | Summary Minutes of AGMS FY 2023 |
| 3.13. | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses? |
Telkom has measurable standards to align the performance-based remuneration. Telkom has adopt the Minister of SOE issued Regulation of the Minister of State-Owned EnterprisesNo. Per-3/MBU/03/2023 regarding Organs and Human Resources of State-Owned Enterprises (Minister Regulation 3 of SOE). Telkom has confirmed the implementation of Minister Regulation 3 of SOE in Telkom areas through the GMS Resolution for the 2024 financial year. One of the things regulated in the Minister of StateOwned Enterprises Regulation No. Per-3/MBU/03/2023 regarding Organs and Human Resources of State-Owned Enterprises is the provision for postponing the payment of part of the tantiem, and Long Term Incentive (LTI) to the Board of Directors and Board of Commissioners. Each year, the Board of Commissioners conducts an assessment of the performance of the Board of Directors, which is comprehensively described in the Key Performance Indicators (KPI) of the Board of Directors individually and collegially, in accordance with the Articles of Association of the company, as well as the realization of the RKAP. |
Annual Report FY 2024, page 28 Annual Report FY 2024, page 219-220 Annual Report FY 2024, page 249-250 |
| Internal Audit | |||
| 3.14. | Does the company have a separate internal audit function? | Telkom has separate internal audit function regarding internal control, risk management, and corporate governance as stated in Annual Report FY 2024, page 312-313 | Annual Report FY 2024, page 312-313 |
| 3.15. | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | Telkom has disclosed the profile of Senior Vice President Internal Audit (Mr. Mohamad Ramzy) as stated in Annual Report FY 2024, page 311 | Annual Report FY 2024, page 311 |
| 3.16. | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | Appointment and removal of SVP Internal Audit is the responsibility of President Director after obtaining approval of Board of Commissioner. It was stated in Annual Report FY FY 2024, page 312-313 | Annual Report FY 2024, page 312-313 |
| Risk Oversight | |||
| 3.17. | Does the company establish a sound internal control procedures/ risk management framework and periodically review the effectiveness of that framework? | Telkom establish a sound internal control procedures and risk management framework as stated in Annual Report FY 2024, page 316-318 | Annual Report FY 2024, page 316-318 |
| 3.18. | Does the Annual Report/ Annual CG Report disclose that the board of directors/ commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? | Telkom has conducted an assesment of the effectiveness of internal control over financial reporting 2024. It was stated in Annual Report FY 2024, page 317-319. | Annual Report FY 2024, page 317-319 |
| 3.19. | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | Telkom has disclosed the key risk on telecommunication business as stated in Annual Report FY 2024, page 334-337 | Annual Report FY 2024, page 334-337 |
| 3.20. | Does the Annual Report/ Annual CG Report contain a statement from the board of directors/ commissioners or Audit Committee commenting on the adequacy of the company's internal controls/ risk management systems? | Telkom ensures the effectiveness of implementation Internal Audit activities by implementing SOA 302/404 as stated in Annual Report FY 2024, page 317-319. | Annual Report FY 2024, page 317-319 |
| 4. | People on the Board | ||
| Board Chairman | |||
| 4.1. | Do different persons assume the roles of chairman and CEO? | President Director is held by Mr. Ririek Adriansyah and President Commissioner were held by Mr. Bambang Permadi Soemantri Brodjonegoro. It was stated in Annual Report FY 2024, page 187-193. | Annual Report FY 2024, page 187-193 |
| 4.2. | Is the chairman an independent director/ commissioner? | President Commissioner of Telkom is an Independent Commissioner (Mr. Bambang Permadi Soemantri Brodjonegoro) as stated in Annual Report FY 2024, page 199-200. | Annual Report FY 2024, page 199 |
| 4.3. | Is any of the directors a former CEO of the company in the past 2 years? | Telkom has no Board of Directors previously positioned as President Director in the last 2 (two) years as stated in Annual Report FY 2024, page 199-200. | Annual Report FY 2024, page 199-200 |
| 4.4. | Are the roles and responsibilities of the chairman disclosed? | Telkom has disclosed the roles and responsibilities of the chairman as stated in Annual Report FY 2024, page 187-193. | Annual Report FY 2024, page 187-193 |
| Lead Independent Director | |||
| 4.5. | If the Chairman is not independent, has the Board appointed a Lead/ Senior Independent Director and has his/ her role been defined? | President Commissioner of Telkom is an Independent Commissioner as stated in Annual Report FY 2024, page 201. | Annual Report FY 2024, page 201 |
| Skills and Competencies | |||
| 4.6. | Does at least one non-executive director/ commissioner have prior working experience in the major sector that the company is operating in? | Telkom has Mr. Ismail as Commissioner who previously work in the field of information technology as stated in Annual Report FY 2024, page 72. | Annual Report FY 2024, page 72 |
| 5. | Board Performance | ||
| Directors Development | |||
| 5.1. | Does the company have orientation programmes for new directors/ commissioners? | Telkom has orientation programmes for new directors. Details of the orientation (introductory program) as stated in Chapter I Point L and Chapter II Point O of Board Manual. |
Annual Report FY 2024, page 218 Annual Report FY 2024, page 300-301 |
| 5.2. | Does the company have a policy that encourages directors/ commissioners to attend on-going or continuous professional education programmes? | Telkom has policy that encourages Directors/ Commissioners to improve their competencies through professional education programmes as stated in Annual Report FY 2024, page 300-301 | Annual Report FY 2024, page 300-301 |
| CEO/ Executive Management Appointments and Performance | |||
| 5.3. | Does the company disclose the process on how the board of directors/ commissioners plans for the succession of the CEO/Managing Director/President and key management? | Based on Article 11 section 10 and Article 14 section 12 of Telkom’s Articles of Association, members of the Board of Directors and the Board of Commissioners are appointed by the GMS and selected from the candidates nominated by the Shareholders of Series A Dwiwarna shares, which nomination shall bind the GMS. Furthermore, the Annual Report also has disclosed the role of Committee for Nomination and Remuneration in such process. |
Article 11 section 10 of Telkom’s Article of Association Article 14 section 12 of Telkom’s Article of Association |
| 5.4. | Does the board of directors/ commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | Telkom has disclosed an annual performance assesment of the CEO/Managing Director/President based on realization of management contract and determination of the final performance score as stated in Annual Report FY 2024, page 219-220. | Annual Report FY 2024, page 219-220 |
| Board Appraisal | |||
| 5.5. | Did the company conduct an annual performance assessment of the board of directors/ commissioners and disclose the criteria and process followed for the assessment? | Telkom has disclosed the criteria and process of the annual performance assesment of the CEO/Managing Director/President as stated in Annual Report FY 2024, page 219-220. | Annual Report FY 2024, page 219-220 |
| Director Appraisal | |||
| 5.6. | Did the company conduct an annual performance assessment of the individual directors/ commissioners and disclose the criteria and process followed for the assessment? | An annual performance assesment of the individual Directors/Commissioners based on achievement of specific KPI at the end of year as stated in Annual Report FY 2023, page 197-198. | Annual Report FY 2024, page 219-220 |
| Committee Appraisal | |||
| 5.7. | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | An annual performance assesment of the Board Committee based on target and achievement of the Key Performance Index (KPI) at the end of the year as stated in Annual Report FY 2024, page 219-220. | Annual Report FY 2024, page 219-220 |
| Part | Criteria | Explanation | Evidence |
|---|---|---|---|
| (B)A. | Right of Shareholder | ||
| (B)A.1. | Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. | ||
| (B)A.1.1. | Does the company practice real time secure electronic voting in absentia at general meetings of shareholders? |
Yes, the Company practices secure electroning voting in absentia at the general meeting of shareholders. For the shareholders who can not attend the Meeting physically, the Company allows the shareholders to attend the Meeting and cast a vote electronically through KSEI System facility called as eASY.KSEI by the application provided by KSEI and informed by the Company to shareholders through AGMS Notice FY 2024 and Code of Conduct of AGMS FY 2024. Shareholders also may grant their power of attorney electronically to the Proxy through eASY.KSEI application or in writing. |
Code of Conduct of AGMS FY 2024 |
| (B)A. | Equitable treatment of shareholders | ||
| (B)A.2. | Notice of AGM | ||
| (B)A.2.1. | Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? | Telkom releases its notice of AGM with detailed agenda and the explanation in the AGM Notice. Both of these releases are in the company official website. We release our AGM Notice on May 5, 2025. 21 days before AGM | AGMS Notice FY 2024 |
| (B)B. | Sustainabiliy and Resillence | ||
| (B)B.1.1. | Does the company disclose how it manages climate-related risks and opportunities? | Telkom has managed climate-related risks and opportunities. By adopting IFRS S2, Telkom has covered aspects of assessing the impact of climate changes which comprises the governance, risk management, strategy, and also metrics and targets. |
Sustainability Report FY 2024 page 58 |
| (B)B.1.2. | Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured? | Telkom has ensured that all data and information have been approved and validated by the relevant divisions to enhance the report's reliability. All disclosures have been reviewed by management and approved by the President Director and President Commissioner, Telkom's highest officials in sustainability governance. | |
| (B)B.1.3. | Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? | Yes, Telkom provides a comprehensive disclosure of its stakeholder engagement channels and methods, including the purpose of each engagement, issues discussed, and follow-up actions. These include meetings, surveys, consultations, whistleblowing channels, and public disclosures involving investors, employees, customers, suppliers, government, and local communities. The company also presents a detailed stakeholder engagement matrix in its report, highlighting key ESG concerns and Telkom’s responses, ensuring continuous alignment with stakeholder expectations and enhancing two-way communication in sustainability governance. | |
| (B)B.1.4. | Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters? | Yes, Telkom has established a dedicated governance structure to manage sustainability, which includes the Sustainability Committee, chaired by the President Director and composed of relevant directors, supported by ESG-focused working groups. Operational responsibility lies under the Group Sustainability & Corporate Communication Department, led by the SVP and supported by the VP of Sustainability and specialized AVPs covering strategy, execution, and reporting. This structure ensures coordinated implementation, oversight, and integration of ESG across all business units and subsidiaries. | |
| (B)B.1.5. | Does the company disclose board of directors/commissioners' oversight of sustainability-related risks and opportunities? | Yes, Telkom has clearly disclosed the oversight roles of its Board of Commissioners and Directors in managing sustainability-related risks and opportunities, including climate issues. The Sustainability Committee reports directly to the board and is responsible for monitoring ESG performance, approving strategic direction, and reviewing key risks and disclosures. These roles are supported by board-level engagement in reviewing the Sustainability Report and ESG strategies, ensuring top-level accountability and alignment with long-term corporate value creation. | |
| (B)B.1.6. | Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? | Telkom discloses that the remuneration of its Board of Directors and Commissioners is governed by formal policy, referencing Ministerial Regulation PER-3/MBU/03/2023, which includes components such as honorarium, benefits, and facilities. While sustainability performance is not yet explicitly tied to executive pay through individual KPIs or incentive structures, the company has disclosed performance evaluation mechanisms, including self-assessment and audit review, which consider leadership in implementing corporate strategies—including ESG initiatives. As sustainability continues to gain weight in Telkom’s corporate governance, alignment between ESG goals and compensation frameworks remains an area under strategic evolution. | |
| (B)B.1.7. | Is the company’s Whistle Blowing System managed by independent parties / institutions? | Telkom has a violation reporting system or known as a Whistleblowing System (WBS) since 2006. Its managed by Deloitte as independent parties. https://id.deloitte-halo.com/telkomwbs/ |
Whistleblowing System (WBS) https://www.telkom.co.id/sites/about-us/en_US/page/whistleblowing-system-84
|
| (B)C. | Disclosure and transparency | ||
| (B)C.1. | Quality of Annual Report | ||
| (B)C.1.1. | Are the audited annual financial report/ statement released within 60 days from the financial year end? | Audited annual financial statement is released on April 05, 2023. The information is mentioned in www.idx.co.id | Annual Report FY 2024, page 41 |
| (B)D. | Responsibilities of the Board | ||
| (B)D.1. | Board Competencies and Diversity | ||
| (B)D.1.1. | Does the company have at least one female independent director/ commissioner? | Telkom has 1 (one) female director from Director of Enterprise & Business Service named FM Venusiana R. |
Telkom's Board of Directors https://www.telkom.co.id/sites/about-us/en_US/page/directors-191 |
| (B)D.1.2. | Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? | Telkom has BoD and BoC Diversity Policy. Company combines diversity as combination of skill, expertise and good integrity following Telkom's need in digital age | |
| (B)D.2. | Board Structure | ||
| (B)D.2.1. | Is the Nominating Committee comprise entirely of independent directors/ commissioners? | Some of Nominating Commitee are independent commisioner | Annual Report FY 2024, page 238 |
| (B)D.2.2. | Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? | Nominating Committee undertakes the process of identifying the quality of the directors aligned with the company's strategic directions. | Annual Report FY 2024, page 236-238 |
| (B)D.3. | Board Appointments and Re-Election | ||
| (B)D.3.1. | Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/ commissioners? | Based on Article 11 section 10 and Article 14 section 12 of Telkom's Article of Association it regulates that members of the Board of Directors and the Board of Commisioners are appointed by the GMS and selected from the candidates nominated by the Shareholders of Series A Dwiwarna shares, which nomination shall bind the GMS. |
Article 11 section 10 of Telkom's Article of Association. Article 14 section 12 of Telkom's Article of Association. Regulation of the Minister of State-Owned Enterprise No. PER-03/MBU/03/2023 |
| (B)D.4. | Board Structure & Composition | ||
| (B)D.4.1. | Do independent non-executive directors/ commissioners make up more than 50% of the board of directors/ commissioners for a company with independent chairman? | Some of Board of Commissioners are independent commissioner | Annual Report FY 2024, page 199-200 |
| (B)D.5. | Risk Oversight | ||
| (B)D.5.1. | Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? | Telkom has identified key risks and ensured that such risks are managed and integrated into the overall risk management framework. | Annual Report FY 2024, page 320-339 |
| (B)D.6. | Board Performance | ||
| (B)E.6.1. | Does the company have a separate board level Risk Committee? | Telkom has seperate board level Risk Committee named commitee for planning and risk evaluation and monitoring | Annual Report FY 2024, page 251-263 |
