As stipulated in Act No. 188/2023, the composition of the Board of Commissioners and Board of Directors of the Company until the issuance date of this Prospectus is as follows:

Board of Commissioners

In accordance with Financial Services Authority Regulation No. 33/2014, the duties and authorities of the Board of Commissioners are as follows:

The Board of Commissioners and Directors of the Company do not have contracts related to post-employment benefits. There are no other material interests beyond their capacity as members of the Board of Directors regarding the equity securities public offering or its listing on the Stock Exchange.

There is nothing that could hinder the ability of the Board of Directors to carry out their duties and responsibilities as members of the Board of Directors for the benefit of the Company.

Lunardi Basuki as President Commissioner, Sasongko Basuki as President Director, and Roslin Octavia Basuki as Director are siblings, meeting the criteria for affiliate relationships as referred to in the Capital Market Law.

There is no information regarding agreements or arrangements between members of the Board of Commissioners and members of the Board of Directors with major shareholders, customers, suppliers, and/or other parties related to the placement or appointment as members of the Board of Commissioners and members of the Board of Directors of the Company.

Corporate Governance

The Company has paid attention to and adhered to the principles of good corporate governance as regulated by OJK (Financial Services Authority) and IDX (Indonesia Stock Exchange). In accordance with the implementation of good corporate governance principles, the Company has met the requirements as per the Decree of the Board of Directors of PT Bursa Efek Indonesia No. Kep-305BEJ/07-2004 Regulation No. I-A regarding the Listing of Shares and Securities Other than Shares Published by Listed Companies by appointing an Independent Commissioner, a Non-Affiliated Director, and a Corporate Secretary to provide information or data needed by shareholders, investors, and regulators.

The Board of Commissioners, Directors, and all employees of the Company are committed to upholding and implementing the principles of good corporate governance. High commitment in implementing these principles in every business activity of the Company is essential in building a competitive organization with a qualified human resource. To realize this commitment, the Company continually strives to improve and enhance the implementation of good corporate governance by establishing internal policies that align with the principles of good corporate governance.

Audit Committee

Audit Committee Structure

As stipulated in the Decree of the Board of Commissioners of the Company No. IPO/LEG/0923/012 dated September 20, 2023, regarding the Formation of the Audit Committee of PT Multi Spunindo Jaya Tbk, No. IPO/LEG/0923/012 in conjunction with the Decree of the Board of Commissioners of the Company No. IPO/LEG/1023/002 dated October 16, 2023, regarding the Appointment of the Audit Committee, the composition of the Company’s Audit Committee membership until September 19, 2028, is as follows:

The Duties and Responsibilities of the Audit Committee

The Audit Committee works collectively in carrying out its duties to assist the Board of Commissioners in its tasks and reporting, and directly reports to the Board of Commissioners. The duties of the Audit Committee include:

The duties and responsibilities of the Audit Committee, as stipulated in OJK Regulation No. 55/2015, include the following:

1. Reviewing the financial information that the Company or Public Company will disclose to the public and/or regulatory authorities, including financial statements, projections, and other reports related to the Company’s financial information.
2. Reviewing compliance with laws and regulations related to the Company’s activities.
3. Providing independent opinions in the event of differences of opinion between management and the Accountant regarding the services provided.
4. Providing recommendations to the Board of Commissioners regarding the appointment of an Accountant based on independence, scope,
   assignment, and fee services.
5. Reviewing the implementation of examinations by the internal auditor and overseeing the follow-up actions by the Board of Directors on
   the internal auditor’s findings.
6. Reviewing the activities related to the implementation of risk management carried out by the Board of Directors, if the Company or Public Company does not have a risk monitoring function under the Board of Commissioners.
7. Reviewing complaints related to the accounting process and financial reporting of the Company or Public Company.
8. Reviewing and providing advice to the Board of Commissioners regarding potential conflicts of interest in the Company or Public Company.
9. Maintaining the confidentiality of the Company’s documents, data, and information.

In carrying out its duties, the Audit Committee has the authority as follows:

1. Accessing documents, data, and information of the Company or Public Company related to employees, funds, assets, and corporate data sources as needed.
2. Directly communicating with employees, including the Board of Directors and those performing internal audit functions (Internal Audit Unit), risk management, and Accountants regarding the duties and responsibilities of the Audit Committee.
3. If necessary, with the approval of the Board of Commissioners, the Audit Committee may engage independent experts outside the Audit Committee members to assist in carrying out its duties.
4. Performing other authorities granted by the Board of Commissioners.

During the year 2023, the Audit Committee has not conducted any meetings as the Audit Committee was newly appointed in September 2023. However, since its appointment, the Audit Committee plans to hold meetings at least 4 (four) times in 1 (one) year in accordance with OJK Regulation No. 55/2015.

Internal Audit Unit

The Internal Audit Unit, as one of the supporting organs independent of the Board of Directors, assists the Board of Directors in ensuring the proper functioning of the Company’s internal control. The main objective of this division is to assist the Company in achieving its goals by bringing a disciplined and systematic approach to evaluating and improving the effectiveness of risk management, control, and governance processes.

The Company has formulated and established the Internal Audit Charter as regulated by OJK Regulation No. 56/2015. The Company’s Internal Audit Charter, as stated in the Internal Audit Charter No.: IPO/LEG/0923/017 dated September 20, 2023, the Company has appointed Tinny Agustina as the Head of the Internal Audit Unit based on the Company’s Board of Directors Decree No.: IPO/LEG/0923/013 dated September 20, 2023, regarding the Establishment of the Internal Audit Unit of PT Multi Spunindo Jaya.

The Company’s Internal Audit Unit is equipped with an Internal Audit Charter that outlines the objectives, authorities, and responsibilities of an auditor. The Internal Audit Charter establishes the position of Internal Audit in the Company, grants authority to have access to documents, personnel, and property related to the execution of audit assignments, and defines the scope of audit work.

In carrying out its functions, the Company’s Internal Audit Unit adheres to the detailed tasks and responsibilities outlined in the appointment decree for Internal Audit. The content of the Internal Audit Charter includes information about the position of the Internal Audit function in the organization, the authority of the Internal Audit Unit to have unrestricted access to all departments, documents, property, and personnel related to audit assignments, and the scope of the Internal Audit Unit’s functions.

The duties and responsibilities of the Internal Supervisory Unit are as follows:

1. Evaluate the adequacy and reliability of the company’s internal controls;
2. Assess the adequacy of business risk management by management;
3. Evaluate compliance with personnel policies, organizational plans, procedures, and applicable laws and regulations;
4. Ensure the protection of company assets (safeguarding of assets);
5. Ensure the reliability of accounting data;
6. Assess the economical and efficient use of resources;
7. Prevent and detect fraud;
8. Provide management consulting services, especially in accounting, finance, cost control, business risk management, and the implementation of good corporate governance principles.”

Internal Audit Unit

The Company does not have a Nomination and Remuneration Committee. Therefore, the functions of Nomination and Remuneration will be carried out by the Board of Commissioners as stipulated in Article 2 paragraph 2 of OJK Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.

Corporate Secretary

The Company does not have a Nomination and Remuneration Committee. Therefore, the functions of Nomination and Remuneration will be carried out by the Board of Commissioners as stipulated in Article 2 paragraph 2 of OJK Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.

Here is the curriculum vitae of the Corporate Secretary:

The functions and/or responsibilities of the Corporate Secretary are as follows:

1. Keeping abreast of the Capital Market developments, especially the prevailing legal regulations in the Capital Market.
2. Providing input to the Board of Directors and Board of Commissioners to comply with the provisions of the applicable legal regulations in the Capital Market.
3. Assisting the Board of Directors and Board of Commissioners in implementing Corporate Governance, which includes:
   1. Providing information to the public, including making information available on the Company’s website.
   2. Timely submission of reports to the Financial Services Authority (OJK).
   3. Organizing and documenting General Meetings of Shareholders.
   4. Organizing and documenting meetings of the Board of Directors and/or Board of Commissioners.
   5. Conducting orientation programs for the Board of Directors and/or Board of Commissioners regarding the company.
4. Acting as the liaison between the Company and the Company’s shareholders, the Financial Services Authority (OJK), and other stakeholders.
5. The Corporate Secretary and employees in the unit carrying out the functions of the Corporate Secretary must maintain the confidentiality of documents, data, and information that are classified as confidential, except to fulfill obligations in accordance with regulations or as otherwise specified in the legislation.
6. The Corporate Secretary and employees in the unit carrying out the functions of the Corporate Secretary are prohibited from deriving personal gain directly or indirectly that harms the Company.
7. In order to enhance knowledge and understanding to assist in the performance of duties, the Corporate Secretary must undergo education and/or training.
8. The Corporate Secretary is accountable to the Board of Directors.
9. Any information provided by the Corporate Secretary to the public constitutes official Company information.
10. Managing Joint Meetings of the Board of Commissioners and Directors and recording agendas, minutes, policies, decisions, and data generated during the Joint Meetings of the Board of Commissioners and Directors.
11. Assisting the Board of Directors in addressing general Company issues.
12. Overseeing the implementation of applicable regulations while adhering to the principles of Good Corporate Governance (GCG).
13. Organizing and storing Company documents.
14. Providing services to the public or shareholders regarding information related to the Company’s condition.
    1. Audited Annual Financial Reports.
    2. Annual Company Performance Reports (Annual Report).
    3. Material Fact Information.
    4. Significant products or discoveries (awards, flagship projects, unique method discoveries, etc.).
    5. Changes in control systems or significant changes in management.

The appointment of the Corporate Secretary of the Company has met the requirements as stipulated in Financial Services Authority Regulation No. 35/POJK.04/2014. To contact the Corporate Secretary of the Company, inquiries can be directed to:

Education and/or Training for the Audit Committee, Corporate Secretary, and Internal Audit Unit

To support their functions as supporting components of the Company, the Company provides opportunities for the Audit Committee, Corporate Secretary, and Internal Audit Unit to participate in education and/or training activities according to their needs. It is expected that through these education and/or training activities, the Audit Committee, Corporate Secretary, and Internal Audit Unit can enhance their competencies in carrying out their duties and responsibilities, thereby contributing positively to the Company.