The code of conduct at PT Modernland Realty Tbk sets business and work ethics standards for the company's interactions with shareholders, stakeholders, and within its organizational structure. The standards of business ethics ensure Modernland’s compliance with the rights and obligations toward employees, customers, suppliers, creditors, the public, competitors, the government, and the media, adhering to prevailing regulations. The standards of work ethics guide the behavior of management and employees, promoting Modernland's corporate culture and values.
The code covers both standards of business ethics and work ethics, along with enforcement mechanisms. Business ethics include relationships with employees, customers, suppliers, competitors, regulators, the public, investors, shareholders, creditors, subsidiaries, and the media. Work ethics address legal compliance, conflicts of interest, anti-corruption, human rights, fair employment, corporate secrecy, asset management, safety, health, intellectual property, and inter-employee conduct. The code is disseminated through the company's intranet, internal portal, and website.
A designated unit handles reports of violations against the code, allowing Modernland members to report issues to the corporate secretary or a specified work unit. Sanctions are imposed fairly after confirming violations, in line with company regulations. The company also rewards compliance and outstanding performance through various recognition such as promotions, gifts, and annual awards, adhering to company policies.
The Board of Commissioners Charter at PT Modernland Realty Tbk provides work and ethical guidelines for all members of the Board of Commissioners in fulfilling their duties and responsibilities. This charter is based on the Vision, Mission, and Articles of Association of the Company and complies with prevailing laws and regulations, particularly the Financial Services Authority (OJK) Regulation No. 33/POJK.04/2014 on Board of Directors and Board of Commissioners of Issuers or Public Companies, and OJK Circular No. 32/SEOJK.04/2015 on Guidelines for Governance of Public Companies.
The charter outlines the Duties and Responsibilities, Authority, Role and Function, General Provisions for the Position of Commissioners, Term of Office, Principles and Code of Conduct, Meeting Procedures, Reporting, Confidentiality and Insider Information, Transparency, Self-Assessment, and Procedures for the Relationship between the Board of Commissioners and the Board of Directors. It also includes miscellaneous provisions. The duties and responsibilities section specifies the Board's role in supervising the management conducted by the Board of Directors and fulfilling tasks delegated by the General Meeting of Shareholders (GMS) and prevailing laws. The charter also covers the Board's advisory role to the Board of Directors and specific committees.
The General Provisions section details the composition, requirements, and criteria for appointing commissioners. The Term of Office section explains the selection process and orientation for new commissioners. The Principles and Code of Conduct section mandates that commissioners act with good faith, independence, objectivity, integrity, professionalism, and active participation in meetings. Meeting Procedures section specifies the frequency and conduct of meetings, while the Reporting section outlines the Board's responsibility to prepare an annual supervisory report. The Confidentiality and Insider Information section, Transparency section, and Self-Assessment section address the ethical use of information, disclosure obligations, and self-assessment mechanisms. The relationship procedures between the Board of Commissioners and the Board of Directors ensure effective collaboration according to the Company's Articles of Association and internal policies.
The Board of Directors Charter at PT Modernland Realty Tbk provides a comprehensive framework for ethical conduct and operational guidance for all Board members. This charter aligns with the Company’s Vision, Mission, and Articles of Association, as well as relevant laws and regulations, including OJK Regulation No. 33/POJK.04/2014 and OJK Circular No. 32/SEOJK.04/2015.
It outlines the Role and Function of the Board, Membership Requirements, Term Limits, Principles and Code of Conduct, Duties and Responsibilities, Meeting Protocols, Reporting Obligations, Confidentiality Rules, Performance Evaluation, and Miscellaneous Provisions. This ensures Board members uphold integrity, professionalism, and compliance while avoiding conflicts of interest.
The charter emphasizes structured governance practices, periodic performance evaluations, and adherence to stringent confidentiality standards. It mandates transparent reporting to stakeholders and aligns with the highest standards of corporate governance and regulatory compliance.
PT Modernland Realty Tbk views good corporate governance as a strategic pillar in maintaining business resilience, protecting shareholder interests, and ensuring the creation of sustainable long-term value. Within this framework, the Company implements a comprehensive oversight system through the integrated, independent, and governance best-practice-oriented functions of Internal Audit and the Audit Committee.
The Internal Audit Charter is formulated with reference to the Financial Services Authority Regulation No. 56/POJK.04/2015 and applicable professional standards, and serves as the operational basis for the implementation of the independent, objective, and risk-based internal audit function. The Charter establishes a clear mandate regarding the roles, authority, and responsibilities of the Internal Audit Unit in providing reliable assurance and relevant insights for management and the Board of Commissioners.
The Internal Audit Unit applies a systematic and risk-based approach in evaluating the effectiveness of risk management, the adequacy of internal controls, and the quality of corporate governance processes. This function not only plays a role in ensuring regulatory compliance, but also actively identifies opportunities for improving operational efficiency, strengthening control discipline, and supporting strategic decision-making grounded in transparency and accountability.
In strengthening the oversight function at the Board of Commissioners level, the Company has an Audit Committee that operates based on a comprehensively formulated Terms of Reference (ToR) framework with reference to applicable regulations and internationally recognized governance practices. The Audit Committee has a strategic mandate in ensuring the integrity of financial reporting, the effectiveness of the internal control system, the adequacy of the risk management framework, and compliance with applicable regulations and standards.
The Audit Committee consists of independent members with strong and relevant expertise, and carries out its oversight function with a high degree of professionalism and objectivity. This independence is reinforced by broad access to Company information and resources, as well as direct lines of communication with the Internal Audit Unit, external auditors, and management. The work processes of the Audit Committee are carried out with discipline through periodic meetings, critical evaluation of financial statements and audit findings, and strict oversight of the implementation of corrective follow-up actions by management.
Furthermore, the Audit Committee plays a role in maintaining the quality and independence of the external audit function through evaluation of the scope, performance, and results of the audit, and provides recommendations to the Board of Commissioners as part of an effective check and balance mechanism. All activities of the Audit Committee are systematically documented and reported periodically, reflecting a commitment to transparency, accountability, and strong governance discipline.
The close synergy between the Internal Audit Unit and the Audit Committee creates a robust and multi-layered oversight framework, which not only ensures regulatory compliance, but also enhances organizational resilience in the face of risks and business dynamics. Through this approach, PT Modernland Realty Tbk consistently strengthens the implementation of the principles of transparency, accountability, independence, and integrity, while also building investor and stakeholder confidence in the quality of the Company’s governance.
PT Modernland Realty Tbk believes that the quality of leadership and the alignment of incentives are key factors in creating long-term value and maintaining investor confidence. Within the framework of good corporate governance, the Company manages the nomination and remuneration process in a transparent, objective, and performance-based manner to ensure the sustainability of the business strategy and the competitiveness of the organization.
To support this principle, the Company establishes the Nomination & Remuneration Committee, which serves as a strategic organ under the Board of Commissioners in ensuring that the leadership structure and compensation policies are aligned with the long-term interests of the Company and its shareholders. This Committee operates based on a Terms of Reference (ToR) framework formulated with reference to applicable regulations and the principles of good corporate governance.
The Nomination & Remuneration Committee has a mandate to provide recommendations regarding the nomination policies and procedures for members of the Board of Directors and Board of Commissioners, including selection criteria, performance evaluation processes, and structured succession planning. Through this approach, the Company ensures that elected leadership possesses the competence, integrity, and capability required to implement the business strategy effectively and sustainably.
On the remuneration side, the Committee is responsible for ensuring that the structure, policies, and amount of compensation are designed competitively, fairly, and in alignment with performance and industry practices. A performance-based remuneration approach is applied to encourage the achievement of the Company’s strategic targets, while maintaining a balance between short-term incentives and the creation of long-term value for shareholders.
The Committee also ensures that all nomination and remuneration processes are carried out objectively and transparently, in accordance with the principles of corporate governance and applicable regulations. In performing its duties, the Committee maintains independence, avoids conflicts of interest, and ensures that all resulting recommendations are based on professional judgment and comprehensive analysis.
The Nomination & Remuneration Committee consists of members with relevant expertise and experience, and carries out disciplined work processes through periodic meetings, performance evaluations, and reporting to the Board of Commissioners. The Committee has adequate access to the Company’s information and resources, and coordinates with relevant functions to ensure the effectiveness of the implementation of the recommended policies and programs.
Through a structured framework and practices aligned with the highest governance standards, PT Modernland Realty Tbk ensures that the management of human resources at the strategic level is conducted professionally, accountably, and with a performance orientation. This approach strengthens the quality of the Company’s leadership, supports the sustainability of the business strategy, and enhances investor confidence in the Company’s governance and direction of development.
The Corporate Secretary Charter of PT Modernland Realty Tbk serves as a comprehensive guideline and ethical framework for the Corporate Secretary in executing their duties and responsibilities. Aligned with the Company's Vision, Mission, and Articles of Association, as well as regulatory requirements such as Financial Services Authority Regulation No. 35/POJK.04/2014 ("POJK 35") and Indonesia Stock Exchange Regulation No. I-A, this charter ensures adherence to good corporate governance practices and strategic objectives. It outlines key aspects including the functions of the Corporate Secretary, criteria for appointment and dismissal, qualifications, duties, responsibilities, and authority. The charter also addresses risk management, communication policies, and the meticulous administration of shareholder meetings, corporate documents, and financial reports.
Central to the Corporate Secretary’s role is facilitating effective communication between the Company’s organs, regulatory bodies, shareholders, and stakeholders. They play a crucial role in ensuring compliance with legal and regulatory frameworks, particularly in the realm of capital markets, while directly reporting to the President Director. Reputation risk management and investor relations coordination are pivotal responsibilities, alongside maintaining strict confidentiality of corporate information and documents. The charter underscores the Corporate Secretary’s duty to uphold ethical standards and continuously enhance their professional competence in legal matters, corporate governance, and financial affairs, thereby fostering trust and transparency within the organization.
Appointment procedures and conditions for the Corporate Secretary are clearly defined, including provisions for interim roles in case of vacancies, with transparent disclosures through the Company's website and requisite notifications to IDX and OJK. Qualification criteria emphasize integrity, professional conduct, relevant experience, and expertise in legal compliance and corporate ethics. Furthermore, the charter mandates meticulous preparation and coordination of board and shareholder meetings, ensuring agendas are aligned with organizational objectives. It also underscores the Corporate Secretary’s obligation to maintain accurate shareholder records and manage corporate documents, ensuring they are compliant with regulatory standards and readily accessible for authorized purposes through the Company's internal systems. Annual reporting requirements to the Board of Directors and Board of Commissioners further underscore the Corporate Secretary’s accountability and commitment to upholding corporate governance principles and regulatory compliance.
This charter exemplifies PT Modernland Realty Tbk's dedication to robust corporate governance practices, aimed at sustaining organizational integrity, operational efficiency, and stakeholder trust in a dynamic business environment.
The Internal Audit Charter serves as a guideline for the Company’s Internal Audit Department, formulated in accordance with applicable regulations, specifically OJK Regulation No. 56/POJK.04/2015 on the Establishment and Guidelines for the Preparation of Internal Audit Charters. It encompasses provisions concerning the Vision and Mission, Definition, Objectives of the Internal Audit Unit, Organizational Structure and Position, Rights and Authorities, Duties and Responsibilities, Scope of Work, Independence and Objectivity, Professional Standards, Principles, and Code of Ethics of the Internal Audit Unit, as well as Audit Planning, Reporting, and Monitoring.
The Vision articulates the Internal Audit Unit’s aspiration to operate independently and objectively, contributing professionalism and value to the Company, thereby assisting leadership in achieving good corporate governance. Meanwhile, the Mission underscores the Internal Audit Unit’s systematic approach to evaluating and enhancing the effectiveness of risk management, controls, and overall corporate governance practices.
The Definitions section clarifies that internal audit is an independent and objective assurance and consulting activity aimed at improving the Company’s operations and value, conducted systematically by evaluating and enhancing the effectiveness of risk management, internal controls, and corporate governance processes. It also defines the Internal Audit Unit as a specialized entity within the Company tasked with internal audit functions, employing systematic approaches to evaluate and enhance the effectiveness of risk management, internal controls, and business process governance.
This charter underscores PT Modernland Realty Tbk's commitment to robust internal audit practices, aligned with regulatory frameworks and geared towards enhancing organizational efficiency, risk management, and governance effectiveness in a dynamic business landscape.
The Company has formulated and ratified the Corporate Governance Policy as the primary foundation in ensuring transparent, accountable, and sustainable business management. This Policy serves as the governance framework that is consistently implemented across all entities and business activities of the Company.
This Policy is designed to support the creation of long-term value through the strengthening of oversight structures, clarity of roles and responsibilities, and objective and integrity-based decision-making. Its implementation is aligned with the applicable laws and regulations, OJK regulations, and international best practices.
In its implementation, the Company upholds the principal governance principles encompassing transparency, accountability, independence, responsibility, and sustainability. The governance structure is strengthened through the roles of the Board of Commissioners and Board of Directors, and is supported by committees that carry out oversight, risk management, and compliance functions.
The Company also applies key practices such as information disclosure, comprehensive risk management, effective internal controls, and transparent management of related-party transactions. This approach is complemented by reporting and verification mechanisms to maintain the quality and reliability of information to stakeholders.
The Company will continuously evaluate and refine the implementation of this Policy to ensure its relevance and effectiveness in addressing business and regulatory dynamics
Through this Policy, the Company strengthens its structured and trustworthy governance foundation to enhance investor confidence and support sustainable business growth.
The Company has formulated and ratified the Contractor Management Policy as part of strengthening a structured, responsible, and sustainable supply chain governance. This Policy serves as the reference for managing cooperative relationships with contractors, subcontractors, and suppliers across all of the Company’s operational activities.
This Policy is designed to ensure the alignment of operational standards, risk management, and protection of aspects related to occupational safety, environment, labor practices, and business ethics. This approach is aligned with the implementation of Good Corporate Governance (GCG) and Environmental, Social, and Governance (ESG) principles.
In its implementation, contractor management is carried out through a structured process, encompassing selection, execution of cooperation, as well as periodic performance monitoring and evaluation, with a focus on transparency, accountability, and risk management.
Through this Policy, the Company strengthens its integrity-driven and sustainable supply chain management to enhance investor confidence and support the creation of long-term value.
The Company has formulated and ratified the Environmental, Social, and Governance (ESG) Policy as the primary framework for integrating sustainability principles into all business activities. This Policy serves as the foundation for the structured management of non-financial risks and opportunities across all entities and operations of the Company.
This Policy is designed to ensure that environmental, social, and governance aspects are integrated into business strategy, decision-making, and operational management. Its implementation is aligned with applicable laws and regulations as well as international best practices in sustainability management.
In its implementation, the Company upholds strong governance, responsible management of environmental impacts, and social practices that uphold occupational safety, human rights, and stakeholder engagement. This approach is supported by a clear oversight structure and periodic monitoring and evaluation mechanisms.
Through this Policy, the Company strengthens its commitment to sustainable development, enhances business resilience, and creates sustainable long-term value for investors and stakeholders.
The Company has formulated and ratified the Environment, Health, and Safety (EHS) Policy as the foundation for ensuring the integrated management of occupational safety and the environment across all business activities. This Policy serves as the reference for systematically managing operational risks in order to protect the workforce, community, and environment.
This Policy is designed to ensure the application of high safety and environmental standards, as well as effective risk controls across all operational cycles. Its implementation is aligned with applicable laws and regulations as well as international best practices in safety and environmental management.
In its implementation, the Company prioritizes the strengthening of safety management systems, the enhancement of workforce competency and awareness, and the responsible management of environmental impacts, including pollution control and resource-use efficiency. This approach is supported by a clear oversight structure and periodic monitoring and evaluation processes.
Through this Policy, the Company strengthens a culture of safety and operational sustainability to enhance stakeholder confidence and support the creation of sustainable long-term value.
PT Modernland Realty Tbk integrates the principles of Environmental, Social, and Governance (ESG) and Occupational Health and Safety (OHS) into the corporate governance framework as part of a long-term strategy to create sustainable value and strengthen business resilience. This approach reflects the Company’s commitment to managing non-financial risks with discipline while capturing opportunities arising from environmental, social, and operational dynamics.
To ensure effective implementation, the Company establishes the ESG & OHS Committee, which serves as a strategic organ in supporting the Board of Directors and Board of Commissioners in overseeing the management of sustainability and occupational safety aspects across all business lines. This Committee operates based on a comprehensively formulated Terms of Reference (ToR) framework with reference to applicable regulations and internationally recognized governance practices.
The ESG & OHS Committee has a broad mandate in ensuring that the Company’s ESG strategy and implementation runs in an integrated, measurable, and business objective-aligned manner. This role includes, among others, oversight of ESG reporting, evaluation of the effectiveness of ESG risk management and control systems, and monitoring of compliance with applicable standards and regulations. In addition, the Committee also plays a role in identifying and prioritizing material ESG issues, and ensuring that these aspects are integrated into the Company’s strategic decision-making processes.
On the operational side, the ESG & OHS Committee also oversees the development and implementation of the Company’s sustainability management system, including ESG data quality, and the preparation of transparent and credible sustainability reports. The Committee also ensures effective coordination across all entities and business functions so that ESG policies and practices are implemented consistently in accordance with international standards and stakeholder expectations.
On the OHS side, the ESG & OHS Committee carries out a strategic oversight role over occupational health and safety policies, systems, and performance, with a focus on risk prevention, workforce protection, and the creation of a strong safety culture throughout the organization. The Committee monitors key risk indicators, evaluates the results of audits and incident investigations, and ensures that corrective actions are implemented effectively and sustainably. This approach is supported by reporting mechanisms, periodic evaluations, and capacity and competency development in the area of occupational safety.
The ESG & OHS Committee consists of individuals with cross-functional expertise and carries out its role with a high degree of independence, professionalism, and objectivity. In performing its duties, the Committee has adequate access to information and resources, and maintains active coordination with management, internal audit functions, and relevant external parties. Work processes are carried out with discipline through periodic meetings, performance evaluations, and transparent reporting to the Board of Directors and Board of Commissioners.
Through this structured and integrated approach, PT Modernland Realty Tbk ensures that ESG and OHS aspects are not merely viewed as compliance obligations, but as a fundamental part of a sustainable business strategy. The synergy between governance, risk management, and responsible operational practices strengthens the Company’s position in creating long-term value, while also building investor and stakeholder confidence in the quality of the Company’s management.
PT Modernland Realty Tbk places integrity, business ethics, and compliance as fundamental elements within the framework of sustainable corporate governance. The Company believes that strong ethical standards and consistent regulatory compliance not only protect its reputation, but also serve as the foundation for building investor and stakeholder confidence.
In support of this principle, the Company establishes the Ethics & Compliance Committee as part of the oversight structure under the Board of Commissioners. This Committee operates based on a comprehensively formulated Terms of Reference (ToR) framework with reference to applicable regulations and widely recognized governance practices.
The Ethics & Compliance Committee has a strategic mandate in ensuring that the principles of ethics, integrity, and compliance are consistently embedded across all of the Company’s business activities. This role encompasses oversight of the implementation of the Code of Conduct, the effectiveness of the compliance management system, and the mechanisms for violation reporting (whistleblowing) and grievance handling. In addition, the Committee also monitors and evaluates potential ethics violations, fraud, conflicts of interest, and ensures that appropriate follow-up and remediation actions are taken.
In carrying out its function, the Committee plays an active role in assessing the effectiveness of the ethics culture across the organization, ensuring that compliance policies and practices are not merely formal, but are internalized in the behavior and decision-making at every level of the organization. The Committee also has the authority to provide strategic recommendations and to escalate material issues to the Board of Commissioners as part of an effective oversight mechanism.
The Ethics & Compliance Committee consists of individuals with relevant competencies in the fields of law, governance, risk management, and human resources, and carries out its role with a high degree of independence, objectivity, and professionalism. In performing its duties, the Committee has broad access to the Company’s information and resources, and maintains direct communication with management, internal audit functions, and relevant external parties to ensure the effectiveness of the oversight process.
The Committee’s work processes are carried out with discipline through periodic meetings, monitoring of the implementation of compliance policies and systems, and continuous evaluation of the effectiveness of reporting and violation-handling mechanisms. All activities of the Committee are well-documented and reported periodically, reflecting the Company’s commitment to transparency, accountability, and strong governance discipline.
Through a structured framework and consistent oversight, PT Modernland Realty Tbk ensures that ethics and compliance are not merely regulatory obligations, but an integral part of the corporate culture. This approach strengthens the organization’s resilience against reputational and legal risks, while also supporting the creation of a business environment that is integrity-driven and sustainable.
PT Modernland Realty Tbk places risk management and crisis preparedness as strategic elements in maintaining business resilience and ensuring operational continuity amidst an increasingly complex business environment. The Company adopts an integrated Enterprise Risk Management (ERM) approach to proactively identify, measure, monitor, and manage risks across all lines of the organization.
As part of the oversight structure, the Company establishes the Risk & Crisis Management Committee, which plays a role in supporting the Board of Commissioners in ensuring the effectiveness of the risk management framework and the Company’s readiness to face crisis situations. This Committee operates based on a comprehensively formulated Terms of Reference (ToR) with reference to the principles of good corporate governance and widely recognized risk management practices.
The Committee has a strategic mandate in overseeing the implementation of Enterprise Risk Management (ERM), including evaluating the Company’s risk management policies, frameworks, and processes. This oversight covers various risk categories, including strategic, operational, financial, legal, reputational, and technological risks, as well as risks related to ESG and climate change. The approach employed ensures that risk management is integrated into the Company’s strategic and operational planning processes.
In addition, the Committee plays a role in monitoring material risks and emerging risks through periodic evaluations of the risk register, key risk indicators, and the effectiveness of mitigation plans implemented by management. This mechanism enables early identification of potential risks and more responsive and information-based decision-making.
In the context of crisis management, the Committee ensures the Company’s readiness to face various crisis scenarios through oversight of the development and testing of the Business Continuity Plan (BCP) and the Crisis Management Plan. The Committee also evaluates the Company’s response to incidents that occur, including the effectiveness of governance, the decision-making structure, and the escalation and communication processes.
The Risk & Crisis Management Committee consists of individuals with relevant cross-functional expertise, including risk management, finance, law, information technology, and operations. In carrying out its duties, the Committee has broad access to the Company’s information and resources, and maintains close coordination with internal audit, risk management, ESG, compliance functions, and other business units to ensure the effectiveness of comprehensive oversight.
The Committee’s work processes are carried out with discipline through periodic meetings, evaluation of the risk management system’s performance, and reporting to the Board of Commissioners. The Committee also ensures that significant and critical risk issues are identified in a timely manner and escalated to receive the necessary strategic attention and guidance.
Through an integrated framework and a proactive approach, PT Modernland Realty Tbk ensures that risk management and crisis preparedness become an integral part of the business strategy. This approach not only strengthens the organization’s resilience against uncertainty, but also enhances investor confidence in the Company’s ability to manage risks and maintain business continuity.
