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ASEAN Corporate Governance Scorecard 2026
| 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 2025 result. ii. The dividend ammount for FY 2025 was approved by shareholders at AGMS on June 8, 2026 and dividend payment will be paid to all shareholders no later than July 10th, 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 Telkoms Board of Directors and Board of Commissioners. It is stated in the 3rd Agenda of Summary Minutes of AGMS FY 2025.. | |
| 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 5 section 4 letter c.2, Article 11 section 6 and Article 14 section 7 of Telkom's Articles of Association). In addition, the election of members of Board of Directors and Board of Commissioners shall be conducted referred to Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 dated March 24, 2023 regarding Company Organ and Human Resources. |
Article 5 Section 4 Letter c.2 of Telkom's Article of Association
Article 11 Section 6 of Telkom's Article of Association
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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 shareholder, and such nomination shall bind the GMS (Article 5 section 4 letter c.2, Article 11 section 6 and Article 14 section 7 of Telkom's Articles of Association). In addition, the election of members of Board of Directors and Board of Commissioners shall be conducted referred to Regulation of the Minister of State-Owned Enterprise No. PER-3/MBU/03/2023 dated March 24, 2023 regarding Company Organ and Human Resources. |
Article 5 Section 4 Letter c.2 of Telkom_s Article of Association
Article 11 Section 6 of Telkom_s Article of Association
Article 14 Section 7 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? | Yes, Telkom has disclosed the voting procedures used before the start of the GMS. It is stated in the Point 12 of Code of Conduct of AGMS FY 2025. | Code of Conduct AGMS FY 2025 |
| 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? | Summary of the Minutes of AGMS FY 2025 records that the shareholders were given the opportunity to ask questions or provide responses in connection with each agenda. It also records the questions or responses submitted by the shareholders, as well as information on whether there were no shareholders who raised questions, provided responses, or submitted proposals under certain Agendas. | Summary of Minutes of AGMS FY 2025 |
| 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 2025. | |
| 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 2025. | |
| 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 2025. | |
| 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 24 section 13 and article 26 section 8 of Telkom's Article of Association), with provisions that the proxies must not be a member of the Board of Directors, a member of the Board of Commissioners, or an employee of the Company (Article 24 section 14 letter j.2) of Telkom's Article of Association) |
Article 24 Section 13 of Telkom_s Article of Association Article 24 Section 14 Letter j.2 of Telkom_s Article of Association Article 26 section 8 of Telkom_s Article of Association |
| 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 12 of the Code of Conduct AGMS FY 2025. | Code of Conduct AGMS FY 2025 |
| 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 a Notary namely Titik Krisna Murti and PT Datindo Entrycom, to count and validate the votes. | Summary of Minutes of AGMS FY 2025. |
| 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 2025 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 25 section 4.b 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 June 8, 2026, the AGMS Notice was published on May 16, 2026. | |
| 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 notification of GMS (Article 24 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 Dwiwarna /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 24 section 5 and 6 of the Telkom's Article of Association and Point 4, 5 and 6 AGMS Announcement FY 2025). | |
| 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 2024-2025, 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 |
| 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 2025, page 375-376
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 regulators website)? | Yes, the company discloses the rights attached to each class of shares in its Articles of Association. The company's Article of Association provide that the Company has Series A Dwiwarna shares and Series B shares, and that each share grants its holder 1 voting right, unless otherwise stipulated in the Articles of Association (Article 5 section 1, Article 5 section 4 and Article 25 section 9 of Telkom’s Articles of Association) |
Article 5 Section 1 of Telkom_s Article of Association |
| 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 resolution tabled at the general meeting deals with the relevant agenda item of the meeting, and there is no bundling of several unrelated items into the same resolution. Telkom’s Articles of Association require that the agenda of the GMS be disclosed clearly and in detail (Article 24 section 4.b of Telkom's Article of Association). | |
| 6.2. | Are the company notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? | The AGMS Notice are available in bahasa and english, and published at the same time | AGMS Notice FY 2025 |
| 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 2025 AGMS is published in Telkom website and Telkom 2025 AGMS of Proxy Materials. |
Profile of Board of Commisioner |
| 6.4. | Are the auditors seeking appointment/re-appointment clearly identified? |
In 2025 AGMS call, an agenda related to the agreement of the Public Accountant Office appointment to audit the Company's Financial Statements of 2025, the Financial Statements of the Partnership Program, and the Community Development for 2025 was listed (AGMS call). In the decision of the 4 agenda AGMS, Granting authority and power to the Company’s Board of Commissioners, subject to obtaining prior approval from the largest Series B Shareholder, to determine the appointment of a Public Accountant and/or Public Accounting Firm to audit the Company’s Consolidated Financial Statements for the Financial Year 2026 and other periods within the Financial Year 2026, and/or to audit certain specific financial statements in 2026 in accordance with the purposes and interests of the Company, as well as the Financial Statements and the implementation of the Micro and Small Business Funding Program (UMK) for |
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| 6.5. | Were the proxy documents made easily available? | All Proxy documents can be access on our Company Website | |
| 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) No. 4/2024, all members of the Board of Directors and Board of Commissioners must report their share ownership and any changes in ownership of the Company's shares to OJK within three business days of the transaction. This requirement is also reflected in the Company's Board Manual under the Joint Regulation of the Board of Commissioners and Board of Directors No. 05/KEP/DK/2022 and No. PD.620.00/r.01/HK200/COP-M4000000/2022. |
Annual Report FY 2025, page 98 |
| 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 arms 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 |
| 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 2025 as stated in Annual Report FY 2025, page 172. | Annual Report FY 2025, page 172 |
| 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 |
| 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 identifies and reports material ESG topics through a structured double materiality assessment process referencing GRI 2021 standards (GRI 2-14, 3-1, 3-2). In 2025, Telkom updated its material topics, covering four steps: understanding organizational context (value chain, GRI/SASB/IFRS S1&S2 standards, ESG ratings feedback from MSCI, Sustainalytics, CDP); identifying ESG impacts via FGDs with internal divisions; assessing impact significance with external stakeholders (regulators, investors, rating agencies); and prioritizing topics with Board of Directors approval. Outcomes were categorized into three tiers: Priority, On-going Importance, and monitor & Manage by covering Environment, Social, and Governance topics as illustrated in the materiality matrix. In 2025, the Sustainability unit reviewed and confirmed the 2024 topics remain relevant, escalating findings through Departmental Operations Meetings -> Directorate Meetings -> Board of Directors Meeting.
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Sustainability Report FY 2025, Page 52 - 56 |
| 1.2. | Does the company identify climate change as an issue? | Telkom identifies and manages climate change as a material sustainability issue, structured under the IFRS S2 framework covering governance, risk management, strategy, metrics, and targets, and aligned with TCFD since 2023. Climate-related governance is overseen through Telkom’s Sustainability Committee, led by the President Director and supported by relevant Directors, ESG working groups, and the Sustainability Management Unit. Telkom identifies physical and transition climate risks, conducts climate scenario analysis, discloses GHG emissions and reduction targets, and implements initiatives such as REC purchases, energy efficiency programs, solar PV installation, biodiesel transition, and IoT-based energy monitoring. |
Sustainability Report FY 2025, Page 57 Sustainability Report FY 2025, Page 61 |
| 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 adopts internationally recognized sustainability reporting frameworks and standards in preparing its Sustainability Report 2025. The report refers to the Global Reporting Initiative (GRI) 2021 Standards, Sustainability Accounting Standards Board (SASB) Standards, and the United Nations Sustainable Development Goals (UN SDGs). Telkom also applies early adoption of PSPK 1 and 2, where relevant, which are aligned with IFRS Sustainability Disclosure Standards S1 and S2. In addition, Telkom’s materiality assessment follows GRI practice and considers relevant sustainability disclosure standards, including GRI, SASB, UN SDGs, IFRS S1 and S2, and PSPK 1 and 2. The report further provides dedicated disclosure indices for POJK/SEOJK, GRI, SASB, and IFRS S1/S2–PSPK 1 and 2, demonstrating how Telkom maps its sustainability disclosures against recognized frameworks and standards. |
Sustainability Report FY 2025, page 7 |
| 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 discloses quantitative sustainability targets through its GoZero% sustainability action framework and the TelkomGroup 2030 Sustainability Targets. These targets cover environmental, social, and governance aspects, including a 20% reduction in Scope 1 and 2 GHG emissions compared to the 2023 base year, a minimum 70% diversion of fiber optic cable waste from final disposal, a minimum 70% reduction in total waste generation, 32% female employees, 27% female representation at managerial level, 1.5% employees with disabilities, zero work-related fatalities annually, an employee engagement index score of 80, NPS above 62 points, 100% regulatory compliance without proven major cases, 100% employee signing of the integrity pact, zero critical data breach cases, and 100% employee pass rate in cybersecurity awareness training. | |
| 1.5. | Does the company disclose sustainability-related performance progress in relation to its previously set targets? | Telkom discloses sustainability-related performance progress in relation to its previously set targets. In the Sustainability Report 2025, Telkom presents “Target 2030” alongside “Achievement 2025” for material sustainability topics across environmental, social, and governance aspects. For environmental performance, Telkom reports progress on Scope 1 and 2 GHG emissions reduction, fiber optic cable waste diversion, and total waste reduction. For social performance, Telkom reports progress on female employee representation, women in managerial positions, employees with disabilities, digital talent, zero work-related fatalities, employee engagement, customer NPS, and MSME development. For governance performance, Telkom reports progress on regulatory compliance, integrity pact signing, anti-bribery management system certification, whistleblowing follow-up, human rights grievance follow-up, critical data breach incidents, and cybersecurity awareness training completion. |
Sustainability Report FY 2025, page 69 |
| 1.6. | Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee? | Telkom has ensured that all data and information in the Sustainability Report have been reviewed and validated to enhance the report’s reliability. The Sustainability Report 2025 was subsequently examined and approved by the Board of Commissioners and the Board of Directors, who stated that all information has been fully disclosed and took full responsibility for the accuracy of the report’s contents. | |
| 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 engages internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the Company’s business. Telkom maintains active communication with internal and external stakeholders and considers internal management perspectives in reviewing material topics. In addition, Telkom builds inclusive employee communication through annual employee surveys, regular meetings with management, employee grievance channels, town halls, and communication forums with the employee union. Through the People Survey 2025, Telkom gathered quantitative and qualitative employee feedback on engagement, workplace well-being, employee well-being, burnout, job security, and rewards, with follow-up recommendations to strengthen leadership, employee engagement, and well-being. |
Sustainability Report FY 2025, pages 51–52 |
| 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? |
Telkom engages external stakeholders to exchange views and gather feedback on sustainability matters that are material to the Company’s business. In its materiality assessment process, Telkom considers feedback from external stakeholders, including ESG assessment input from BPKP, rating agencies, and investors, and conducts interviews with external stakeholders such as regulators, investors, and rating agencies to understand the significance of ESG impacts. Telkom also provides channels for stakeholders to submit feedback and concerns regarding its sustainability report and ESG performance, and states that feedback from rating agencies and regulators has been followed up in the 2025 Sustainability Report. |
Sustainability Report FY 2025, Page 51 Sustainability Report FY 2025, Page 98 |
| 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 capital and debt structure is compatible with its strategic goals and its associated risk appetite? |
The Board of Commissioners and the Board of Directors periodically review the Company's capital structure to ensure its alignment with the Company's strategic objectives, risk profile, and established risk appetite. In performing its oversight function, the Board of Commissioners receives regular reports and updates from the Board of Directors regarding the adequacy of the Company's capital and overall financial condition, while the Board of Directors ensures that the Company's capital structure remains consistent with its strategic objectives and the Risk Appetite Statement. Identified risks are assessed based on their potential impact and likelihood to determine appropriate mitigation measures at all levels of the organization. The Board of Directors and the Board of Commissioners regularly oversee the Company's risk profile through the established risk governance framework, including the risk oversight committee, to ensure that risks are effectively managed and remain within the Company's approved risk appetite, thereby supporting the Company's financial resilience under various business scenarios. |
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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 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 2025, page 380-401 and Sustainability Report FY2025, page 183. | |
| 4.2. | Supplier/contractor selection procedures? | Telkom disclose procedures of supplier selection (procurement process) in Annual Report FY 2025, page 181. This prosedures in based on Decision of the Resolution of Director of Finance Number PR.324.00/r.00/ HK240/COP-K0E00000/2025 regarding Guidelines for Procurement Implementation. | Annual Report FY 2025, page 181 |
| 4.3. | The company 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 mechanism for environmental issues as stated in Annual Report FY 2025, page 380-401. | Annual Report FY 2025, page 380-401 |
| 4.4. | The company 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 2025, page 380-401. | Annual Report FY 2025, page 380-401 |
| 4.5. | The company 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 2025, page 366. |
Annual Report FY 2025, page 366 |
| 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 2025, page 181-182. | Annual Report FY 2025, page 181-182 |
| 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, economy and social issues in Annual Report page 379-401. Telkom also described its effort on ESG issues in 20-F with title Corporate and Social Responsibility. Evidence: 20-F page 66-68, dan 90-92. | |
| 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 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 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 |
| 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 FY 2025 page 133-139 | |
| 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 2025, page 92-95 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, 24 employees continued their education abroad, and no employees continued their education at domestic universities. |
Company Regulation on Reward and Compensation |
| 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 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 2025, page 359-360. | Annual Report FY 2025, page 359-360 |
| 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 2025, page 359-360. | Annual Report FY 2025 page 359-360 |
| 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 2025, page 96-97. | Annual Report FY 2025, page 96-97 |
| 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 2025, page 96-98. | Annual Report FY 2025, page 96-98 |
| 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 2025, page 96-98. | Annual Report FY 2025, page 96-98 |
| 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 2025, page 96-97 and 358. | |
| 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 2025, page 100-106 | Annual Report FY 2025, page 100-106 |
| 2. | Quality of Annual Report | ||
| Does the company annual report disclose the following items: | |||
| 2.1. | Corporate objectives | 'Telkom has disclosed objective details through corporate website and Telkom Annual Report FY 2025, page 56-58. | |
| 2.2. | Financial performance indicators |
1. Financial Indicators was stated in Annual Report FY 2025, pages 20-21. 2. Comprehensive Financial Performance was stated in Annual Report FY 2025, page 144-173. |
|
| 2.3. | Non-financial performance indicators |
1. Operational Highlight was stated in Annual Report FY 2025, page 122-133 2. Awards has disclosed in website and Sustainability Report FY 2023, page 26-29 3. Telkom has a Corporate Governance Scorecard method as a non-financial indicator as stated in Annual Report FY 2025, page 183 |
Annual Report FY 2025, page 122-133 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 2025, page 171. |
|
| 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 Annual Report FY 2025, page 70-77 and page 80-90. | |
| Corporate Governance Confirmation Statement | |||
| 2.6. | Does the Annual Report contain a statement confirming the company 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 2025, page 178-182 | Annual Report FY 2025, page 178-182 |
| 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-3/MBU/03/2023 regarding Organs and Human Resources of State-Owned Enterprises & followed up with the Resolution of the Board of Commissioners regarding the Income of Members of the Board of Directors and Board of Commissioners are honorarium, allowances (holiday, transportation, post-employment insurance), medical facility, legal facility, tantiem and long term incentive. It was stated in Annual Report FY 2025, page 322-325. | Annual Report FY 2025, page 322-325 |
| 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 2025, page 323-324 |
| 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 2025, page 323-325 | Annual Report FY 2025, page 323-325 |
| 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 Director in Annual Report | Annual Report FY 2025, page 324-325 |
| 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 2025, page 172. 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.42/POJK.04/2020 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 2025, 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 2025, page 172 (see: table). | Annual Report FY 2025, page 172 |
| 5. | Directors and commissioners dealings in shares of the company | ||
| 5.1. | Does the company disclose trading in the company shares by insiders? | Since February 2026, the Indonesia Stock Exchange (IDX) has required listed companies to disclose major share ownership, including beneficial owners, in the monthly shareholder ownership report submitted to the IDX. Insider Trading policy prohibits insiders from tipping or providing information about issuers or public companies or other companies that conduct transactions with Telkom to other parties. Regarding insider trading, TelkomGroup has regulated this in several policies, including the following: 1. Resolution of the Board of Directors of the Limited Liability Company (Persero) PT Telekomunikasi Indonesia Tbk Number: KD.36/HK290/ COP-D0053000/2009 regarding Integrity Pact. 2. Company Regulation PD.201.01/r.00/PS150/ COP-B0400000/2014 regarding Business Ethics in TelkomGroup Environment. 3. Regulation of the Director of Human Capital Management of Limited Liability Company (Persero) PT Telekomunikasi Indonesia Tbk Number P R . 2 0 9.0 5 /r .0 2 / H K 2 5 0 / C O P- A0 9 0 0 0 0 0 / 2 0 24 regarding Employee Discipline. 4. Regulation of the Director of Finance and Risk Management Number PR.705.02/r.00/HK270/COPKOF00000/2024 regarding Insider Trading (Insider Trading policy). |
|
| 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 2025, page 111-112. The costs incurred for these other services have never exceeded those for audit services. | Annual Report FY 2025, page 111-112 |
| 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 2025, pages 112-113. | Annual Report FY 2025, pages 112-113 |
| 7. | Medium of communications | ||
| Does the company use the following modes of communication? | |||
| 7.1. | Quarterly reporting | [IR] 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. | |
| 7.2. | Company website | 'Telkom has disclosed objective details through corporate website |
|
| 7.3. | Analysts briefing | [IR] The Company has an investor communication policy through various channels including: Non-Deal Roadshows, One-on-One Meetings, Earnings Calls, Public Expose, Conferences, and Investor Summits. Telkom has provided materials from each Earnings Call on the Company's website to ensure equal access to information for all shareholders and investors. |
Annual Report FY 2025, page 178 |
| 7.4. | Media briefings /press conferences | 'Telkom has disclosed objective details through corporate website |
|
| 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 2025 was released on May 12, 2026. The delay in submission was caused by extended audited procedures. |
Financial Statements & Annual Report
|
| 8.2. | Is the annual report released within 120 days from the financial year end? | Annual Report of 2025 was released on May 12, 2026. The release was delayed due to the audited Financial Statement submission. | |
| 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 2025 page 53 is affirmed by the Dian Siswarini as President Director and Arthur Angelo Syailendra as Finance Director. | Annual Report FY 2025 page 53 |
| 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. |
|
| 9.2. | Materials provided in briefings to analysts and media | Telkom disclosed materials provided to analysts and media through Investor Relations menu. |
https://www.telkom.co.id/sites/investor-relations/en_US/page/information-action-1031
|
| 9.3. | Downloadable annual report | Information regarding the company's Annual Report FY 2025 is publicly accessible through company's official website at Investor Relations menu. |
|
| 9.4. | Notice of AGM and/or EGM | Information regarding the notice of AGM and/or EGM 2025 is publicly accessible through company's official website at Investor Relations menu. |
the notice of AGM and/or EGM on website: https://www.telkom.co.id/sites/investor-relations/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. |
https://www.telkom.co.id/sites/investor-relations/en_US/page/ir-gms-136
|
| 9.6. | company constitution (company by-laws, memorandum and articles of association) | Telkom has disclosed the applicable Articles of Association of the Company on Telkom's Website. |
Telkom's Article of Association
|
| 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, and Annual Report Cover. Contact detail Corporate Communication unit and Investor Relation unit (Telkom Website). |
Cover of Annual Report FY 2025
|
| 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 2025 page 176-186. |
Telkom Annual Report FY 2025, page 176-186 https://www.telkom.co.id/sites/profil-telkom/id_ID/page/asean-corporate-governance-scorecard-2025-1159
|
| 1.2. | Are the types of decisions requiring board of directors/ commissioners approval disclosed? | Yes, the types of decisions requiring board of directors/ commissioners approval is disclosed on the Articles of Association. Based on the Article 12 section 7 and article 12 section 8 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-section 8 of Telkoms Article of Association |
| 1.3. | Are the roles and responsibilities of the board of directors/ commissioners clearly stated ? | The roles and responsibilites of Telkoms Board of Directors/Commissioners are stated in: Article 12 and Article 15 of Telkoms Articles of Association and Board Manual. |
Article 12 of Telkom Article of Association Article 15 of Telkom 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 2025 page 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 strategy at least annually? | The Board of Directors play most significant role in developing and reviewing annual Telkoms strategy and long term Telkoms strategy. This is stipulated under the Article 17 that requires Board of Directors to prepare Companys long term plan and Article 18 of Telkoms Articles of Association that requires the Board of Directors to prepare the report on the business strategy in the model of Companys Annual Work Plan and Budget for each financial year. | Article 17 of Telkom Articles of Association Article 18 of Telkom 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, Telkoms 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. To evaluate the implementation progress of company’s strategy, Telkoms 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 & section 2 of Telkoms of Articles of Association Article 17 section 1 of Telkoms of Articles of Association Article 18 section 1(a) of Telkoms 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 Telkoms 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 Telkoms website. |
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
|
| 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 Telkoms 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 Telkoms 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 Telkoms Articles of Association, and Board Manual Chapter II Part Q. |
Article 11 section 28 of Telkoms 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. |
Nominating 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. |
Nominating 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 |
| 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. |
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 entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | Telkom discloses committee in official website and in the Annual Report 2024 page 238-243. |
Annual 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, Telkoms 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 2024 there are 67 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 2025, page 208 Annual Report FY 2025, page 298 Article 13 section 13 and 15 of Telkoms 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 39 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 316-323 |
| 3.18. | Does the Annual Report/ Annual CG Report disclose that the board of directors/ commissioners has conducted a review of the companys 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 companys 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 199-200 |
| 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 202-204. | Annual Report FY 2024, page 202-204 |
| 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 2025, page 222-223. | Annual Report FY 2025, page 222-223 |
| 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 2025, page 222-223. | Annual Report FY 2025, page 222-223 |
| 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 2025, page 222-223. | Annual Report FY 2025, page 222-223 |
| 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? | Yes, Telkom confirms that its 2024 Sustainability Report underwent independent external assurance conducted by TÜV Rheinland Indonesia, ensuring the credibility and reliability of reported information. The assurance focused on compliance with the GRI 2021 Standards and aligns with expectations under GRI 2-5, ICGN Principles, and POJK requirements. This third-party assurance enhances transparency and trust in Telkom’s ESG disclosures, and is explicitly referenced in the report, including a dedicated appendix detailing the assurance scope and statement. | |
| (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 21, 2024. 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. | Annual Report 2024, page 78-82 |
| (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 Telkoms 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 Article of Association. Article 14 section 12 of Telkom 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 |