PT Indo American Seafoods is fully committed to implementing the principles of Good Corporate Governance (GCG) as the primary foundation for carrying out every business operational activity. The continuous implementation of GCG aims to protect shareholder rights, optimize company value, and enhance the transparency and accountability of the company. The Company consistently observes and complies with GCG principles as regulated by the Financial Services Authority (OJK) and Stock Exchange regulations. In relation to this implementation, the Company has established complete corporate organs such as an Independent Commissioner, Corporate Secretary, Audit Committee, Nomination and Remuneration Function, and Internal Audit Unit.
CORPORATE AND OWNERSHIP STRUCTURE
The ownership structure of PT Indo American Seafoods is held by shareholders with the following composition:
- Indo American Foods: 87.50% (Majority Shareholder)
- Saimi Saleh: 7.50%
- Ibnu Syena Alfitra: 5.00%
As part of its business expansion and seafood industry supply chain integration, PT Indo American Seafoods also directly owns a subsidiary, Indokom Samudra Persada, with a share ownership of 51.22%.
Familial Relationships
There is a familial relationship among the members of the Board of Directors, the Board of Commissioners, and the Shareholders of the Company. Saimi Saleh, who acts as the Controlling Shareholder and a member of the Board of Commissioners, is the biological father of Ibnu Syena Alfitra (President Director of the Company) and Ibnu Surya Ramadhan (Director of the Company).
Governance Relationship Agreements
There are no special agreements or arrangements between members of the Board of Commissioners and members of the Board of Directors with the Main Shareholders, customers, and/or other parties regarding the placement or appointment to positions as members of the Board of Commissioners and the Board of Directors within the Company.
ORGANIZATIONAL STRUCTURE
To realize independent, transparent, and professional governance, the Company clearly divides duties and responsibilities from the highest oversight level down to the technical operational ranks:
1. Oversight Level
- General Meeting of Shareholders (GMS / RUPS): Serves as the highest organ for strategic decision-making and the macro policy direction of the company.
- Board of Commissioners: Tasked with overseeing the general course of the company and providing strategic advice to the Board of Directors. Throughout 2024, the Board of Commissioners actively carried out periodic supervisory functions, evaluated operational performance, reviewed audit reports in accordance with the Articles of Association and the Company Law (UUPT), and discussed proposed candidates for the Board of Commissioners and Directors in connection with the company's plan to change its status to a Public Company (Tbk). The Board of Commissioners also recommended the use of appropriate technology to expand business reach.
In accordance with POJK No. 33/2014, the Board of Commissioners is required to hold meetings at least 1 (one) time every 2 (two) months. During 2024, 1 (one) official internal meeting was held with the following attendance details:
| Full Name | Total Meetings | Total Attendance | Attendance Rate |
|---|---|---|---|
| Saimi Saleh | 1 | 1 | 100% |
| Leo Herlambang, SE. MM.* | 1 | 1 | 100% |
*Note: Mr. Leo Herlambang, SE. MM., as the Independent Commissioner, was newly appointed on February 29, 2024.
- Audit Committee: Formed to fulfill the mandate of POJK No. 55/2015. Committee members were appointed based on the Board of Commissioners Decree No. 10/SK-GCG/IAS/LGL/III/2024 and guided by the Audit Committee Charter dated March 1, 2024. Their term of office follows the term of the Board of Commissioners. The committee is required to hold periodic meetings at least 1 (one) time in 3 (three) months.
Audit Committee Composition:- Chairman: Leo Herlambang, SE. MM. (Independent Commissioner)
- Member: Samsul Huda (Indonesian Citizen, born in 1981. Earned a Bachelor's Degree in Biology from the Sepuluh Nopember Institute of Technology (ITS) Surabaya in 2003. Serving since 2024).
- Member: Eka Anugeraha Putera (Indonesian Citizen, born in 1982. Earned a Bachelor's Degree in Economics from Trisakti University Jakarta in 2005. Serving since 2024).
- Review periodic financial information to be released to the public (financial reports, projections, etc.).
- Review the Company's operational compliance with applicable laws and regulations.
- Provide an independent opinion in the event of a disagreement between management and the public accountant.
- Recommend the appointment of a public accountant to the Board of Commissioners based on independence and scope of work.
- Review the implementation of internal auditor examinations and monitor the follow-up of findings by the Board of Directors.
- Review potential conflicts of interest and manage the financial reporting complaint system.
2. Executive & Compliance Level
- Board of Directors: Tasked with leading, managing, and controlling the company's day-to-day business operations. During 2024, the Directors focused on executing strategic decisions, evaluating divisional performance, and finalizing the Initial Public Offering (IPO) process to transform into a Public Company. The Directors are fully committed to complying with POJK No. 33/2014 after the effective IPO, including the obligation to hold internal coordination meetings at least 1 (one) time every month.
Throughout 2024, the Board of Directors held 3 (three) official meetings with a 100% attendance rate from all board members:
| Full Name | Total Meetings | Total Attendance | Attendance Rate |
|---|---|---|---|
| Ibnu Syena Alfitra | 3 | 3 | 100% |
| Ibnu Surya Ramadhan | 3 | 3 | 100% |
| Abu Yazid | 3 | 3 | 100% |
Note: There are no medical, legal, or operational constraints that could hinder the ability of the members of the Board of Directors to carry out their functions, duties, and responsibilities for the best interests of the Company.
- Corporate Secretary: Acts as a bridge for capital market compliance and stakeholder communication (POJK No. 35/2014). Based on the Board of Directors Decree No. 09/SK-GCG/IAS/LGL/III/2024 dated March 1, 2024, the Company appointed:
Official Profile: Gustav, S.H. (Indonesian Citizen, 40 years old. Earned a Bachelor of Laws degree from the University of Lampung in 2008. Before joining, he was the Managing Director at CV. Perkasa Abadi Sejahtera in Lampung, and served as the Head of Legal and Compliance at the Company and ISP).
In accordance with OJK Regulation No. 35/2014, the Corporate Secretary is strictly prohibited from holding concurrent positions in other issuers or public companies, and it is ensured that the concerned party meets these criteria. Official correspondence can be addressed to:
Corporate Secretary of PT Indo American Seafoods
Address: Jl. Ir. Sutami KM 13, Desa Sukanegara, Kecamatan Tanjung Bintang, Kabupaten Lampung Selatan, Lampung Province.
Phone: 0812 7809 3576
Email: corporate.secretary@indoamericanseafoods.com
- Internal Audit Unit: Appointed through the Board of Commissioners Decree No. 11/SK-GCG/IAS/LGL/III/2024 dated March 1, 2024, and operates based on the Internal Audit Unit (UAI) Charter according to POJK No. 56/2015 regulations. The Head of the UAI reports directly to the President Director and coordinates closely with the Audit Committee. Internal auditors are strictly prohibited from holding concurrent operational duties.
Unit Structure: The Chairman / Head of UAI is held by Herlina Wahyuni (Indonesian Citizen, born in 1981. Serving since 2024. Earned a Bachelor's Degree in Post-Harvest Technology at the University of Lampung in 2002).
Duties & Responsibilities of the UAI: Compile annual audit plans; test the effectiveness of risk management and internal control systems; examine the operational efficiency of finance, marketing, HR, accounting, and IT; issue periodic audit reports for the Directors and Commissioners; and monitor the progress of management improvements. The UAI has full authority to access all relevant company information and coordinate directly with external auditors.
3. Directorates & Operational Management
The President Director coordinates the course of commercial business operations through several directorate pillars and tactical support divisions, which include:
- Operations Directorate: Coordinates all technical processing in the factory directly led by the Plant Manager, overseeing the Production Manager, QA & QC Manager (seafood quality assurance), HR & GA Manager, and Engineering Manager.
- Marketing, Export, and Purchasing: Manages the global-scale seafood export market network and the upstream raw material supply chain management.
- Legal Division: Oversees aspects of corporate law, licensing, and regulatory compliance of the industrial ecosystem.
- Finance, Tax, and Accounting Division: Fully responsible for the accuracy of cash flows, periodic financial reporting, and tax compliance.
- Business Development Directorate: Focuses on seafood product innovation, global market research, and the company's long-term expansion strategies.
REMUNERATION AND COMPENSATION FOR THE BOARD OF COMMISSIONERS AND DIRECTORS
In fulfillment of the transparency aspect of the company's financial governance, the total combined remuneration and compensation given to the Board of Directors and the Board of Commissioners of the Company for the fiscal years ending December 31 are as follows:
- Fiscal Year 2023: Rp 1,058,054,724
- Fiscal Year 2022: Rp 1,042,743,640
- Fiscal Year 2021: Rp 943,333,337
The remuneration structure consists of a fixed honorarium component as well as other variable allowances. The procedures and mechanisms for determining the amount of remuneration are strictly regulated with the following rules:
- The amount of remuneration for members of the Board of Commissioners is absolutely determined through the decision of the General Meeting of Shareholders (GMS / RUPS).
- The amount of remuneration for members of the Board of Directors is reviewed and determined by the Board of Commissioners with reference to the authority limits of the Company's GMS decision.
This compensation procedure is formulated periodically by the Nomination and Remuneration Committee by considering objective parameters: the scale of the industry and similar seafood businesses; real workload, duties, responsibilities, and authority; individual performance achievement targets; and the balance of the fixed and variable allowance ratio.