{"url_path":"/sec/tlk/10-k/2026/item-16g","section_key":"item-16g","section_title":"Item 16G CORPORATE GOVERNANCE**","topic":"sec","document":{"doc_type":"20-F","doc_date":"2026-05-15","source_url":"https://www.sec.gov/Archives/edgar/data/1001807/0001104659-26-062051-index.html","accession_number":"0001104659-26-062051","cik":"0001001807","ticker":"TLK","issuer_name":"PERUSAHAAN PERSEROAN PERSERO PT TELEKOMUNIKASI INDONESIA TBK","edgar_url":"https://www.sec.gov/Archives/edgar/data/1001807/0001104659-26-062051-index.html","primary_entity_key":"0001001807","primary_entity_name":"PERUSAHAAN PERSEROAN PERSERO PT TELEKOMUNIKASI INDONESIA TBK"},"word_count":1872,"has_tables":true,"body_markdown":"**ITEM 16G.         CORPORATE GOVERNANCE**\n\nAs a company established in Indonesia listed on the NYSE, we are subject to the U.S. corporate governance rules to the extent that these rules are applicable to foreign private issuers. The following is a summary of significant differences between the corporate governance practices followed by Indonesian companies and the corporate governance standards required by NYSE listing standards for non-foreign private issuers (e.g., domestic United States issuers).\n\n**A.                         OVERVIEW OF INDONESIAN LAW**\n\nIndonesian public companies are required to observe and comply with certain good corporate governance practices. The requirements and the standards for good corporate governance practices for public companies in Indonesia are embodied in the following regulations: the Indonesian Company Law; the Indonesian Capital Market Law (as amended by Law No. 4 of 2023 on Development and Strengthening of the Financial Sector); the Indonesian Law on SOEs; MSOE Regulation No. PER-02/MBU/03/2023 on Corporate Governance Guidelines and Significant Corporate Activities of State-Owned Enterprises; OJK regulations; and IDX rules. In addition to the above, the articles of association of public companies in Indonesia incorporate provisions directing the implementation of good corporate governance practices.\n\nSimilar to the laws of the United States, Indonesian laws require public companies to observe and comply with corporate governance standards that are more stringent than those applied to privately-owned companies. In Indonesia, the term “public company” does not necessarily refer to a company whose shares are listed on a securities exchange. Under the Indonesian Capital Markets Law, a non-listed company may be deemed a public company and subjected to the laws and regulations governing public companies, if such company meets or exceeds the capital and number of shareholder requirements applicable to a public company.\n\n217\n\n[Table of Contents](#TOC)\n\nOn November 30, 2004, the National Committee on Governance Policy (*Komite Nasional Kebijakan Governansi* or “**KNKG**”) was established pursuant to the Decree of the Coordinating Minister of Economic Affairs No. KEP.49/M.EKONOM/1/2004 (“**KEP No. 49**”), which was formed to revitalize the former National Committee on Good Corporate Governance established in 1999. The KNKG aims to enhance the comprehension and implementation of good governance policies in Indonesia and advises the Government on governance issues, both in public and corporate sectors. KEP No. 49 was last amended and revoked by the Decree of the Coordinating Minister for Economic Affairs No. 117 of 2016. Pursuant to Decree of the Coordinating Minister of Economic Affairs No. 44 of 2021 of the KNKG, the KNKG will have, among other things, a new organizational structure, and new duties (such as monitoring and evaluating the implementation of good governance policies relating to the new licensing policy introduced by the Job Creation Law 2023).\n\nThe KNKG formulated the General Guideline for Indonesian Corporate Governance (PUGKI) 2021 Code for Indonesian Corporate Governance 2021 (the *Pedoman Umum Governansi Korporat Indonesia or*“**PUGKI**”), which recommended setting more stringent corporate governance standards for Indonesian companies, such as the appointment of independent commissioners and nomination and remuneration committees by the board of commissioners, as well as increasing the scope of disclosure obligations for Indonesian companies. Although the KNKG recommended that the GCG Code be adopted by the Government as a basis for legal reform, as of the date of this annual report on Form 20-F, the Government has not enacted regulations that fully implement the provisions of the GCG Code.\n\n**B.                         COMPOSITION OF THE BOARD OF DIRECTORS AND BOARD OF COMMISSIONERS; INDEPENDENCE**\n\nThe NYSE listing standards provide that the board of directors of a United States listed company must consist of a majority of independent directors and that certain committees must consist solely of independent directors. A director qualifies as independent only if the board affirmatively determines that the director has no material relationship with the company, either directly or indirectly.\n\nUnlike companies incorporated in the United States, the management of an Indonesian company consists of two organs of equal stature, the board of directors and the board of commissioners. Generally, the board of directors is responsible for the day-to-day business activities of the company and is authorized to act for and on behalf of the company, while the board of commissioners has the authority and responsibility to supervise the board of directors and is statutorily mandated to provide advice to the board of directors by the Indonesian Company Law.\n\nOJK Regulation No. 33/2014 mandates that the board of directors of a public company must consist of at least two members, one of whom serves as the president director. Similarly, the regulation requires the board of commissioners to have at least two members, with one designated as the president commissioner. Additionally, if the board of commissioners has more than two members, at least 30% of the commissioners must be independent commissioners.\n\nThe Indonesian Company Law provides that the board of directors of a publicly listed company has the authority to manage the daily operations of the company and must have at least two members, each of whom must meet the minimum qualification requirements set forth in the Indonesian Company Law and the capital market laws.\n\nGiven the difference between the role of the members of the board of directors in an Indonesian company and that of their counterparts in a United States company, Indonesian law does not require that certain members of the board of directors must be independent and neither does it require the creation of certain committees composed entirely of independent directors.\n\n**C.                         COMMITTEES AND MEETINGS OF NON-EXECUTIVE DIRECTORS**\n\nSee also “*Item 16D. Exemptions from the Listing Standards for Audit Committees*.”\n\nIn addition to detailed information on our audit committee disclosed in “*Item 16D. Exemptions from the Listing Standards for Audit Committees*,” the NYSE corporate governance rules applicable to non-foreign private issuers listed on the NYSE require companies have a nominating/corporate governance committee and a compensation committee. Each\n\n218\n\n[Table of Contents](#TOC)\n\nof these committees must consist solely of independent directors. In addition to identifying individuals qualified to become board members, the nominating/corporate governance committee must develop and recommend to the board of directors as set of corporate governance principles. In Indonesia, OJK Regulation No. 34/POJK.04/2014 on Nomination and Remuneration Committee for Issuer or Public Company (“**OJK Regulation No. 34/2014**”) requires public companies to have nomination and remuneration function that must be undertaken by the board of commissioners or may be formed a committee. The nomination and remuneration committee consists of at least three members, including one independent commissioner acting as the chairperson. The other members may be members of the company’s board of commissioner, or persons from outside the company, provided that the person meets the required conditions. Our board of commissioners has formed a Nomination and Remuneration Committee that performs the duties of a compensation committee. See also “*Item 6. Directors, Senior Management and Employees — B. Compensation*” and “*Item 6. Directors, Senior Management and Employees — C. Board Practices — Nomination and Remuneration Committee.*” Our Board of Commissioners regularly reviews our corporate governance policies and practices, and assesses whether our corporate governance program is properly applied and maintained in accordance with the applicable regulations. See also “*Item 6. Directors, Senior Management and Employees — A. Directors and Senior Management” and “Item 6. Directors, Senior Management and Employees — C. Board Practices*.”\n\nNYSE listing standards also require that non-executive directors, including those who are not independent, meet on a regular basis without the executive directors. In addition, if the group of non-executive directors includes directors who are not independent, independent directors should meet separately at least once a year. Indonesian law does not include such requirements. All of our directors attend our Board of Directors’ meetings; however, no separate meeting is held among non-executive directors. NYSE listing standards applicable to non-foreign private issuers listed on the NYSE also require companies to establish means for stockholders, employees and other interested parties to communicate with non-management directors. Indonesian law does not have similar requirements. We have, however, established channels of communication with employees and encourage them to communicate directly with management, directors or commissioners to share their opinions about the management, financial conditions and other significant decisions of our Company concerning employee safety, welfare and other corporate initiatives. We have also implemented a whistleblowing channel (Telkom Integrity Line) which our audit committee oversees. This channel is established to receive, review, and follow up on complaints from stakeholders while maintaining the confidentiality of the whistleblower. The whistleblowing system addresses various types of violations, including misconduct by the Board of Commissioners, Board Committees, Directors, Management, and employees, such as dishonesty, conflicts of interest, and the provision of misleading information that could harm our Company’s reputation or operations. In addition to the Telkom Integrity Line, we have implemented several communication channels in accordance with NYSE listing standards. These include regular roadshows to regional offices by the directors and periodic town hall meetings to allow employees to directly share their concerns with management. We also hold feedback sessions and appoint dedicated liaisons to help establish that stakeholder communications are addressed effectively.\n\n**D.                         DISCLOSURE REGARDING CORPORATE GOVERNANCE**\n\nThe NYSE listing standards require United States companies to adopt, and post on their websites, a set of corporate governance guidelines. The guidelines must address, among other things: director qualification standards, director responsibilities, director access to management and independent advisors, director compensation, director orientation and continuing education, management succession, and an annual performance evaluation itself. In addition, the CEO of a United States company must certify to the NYSE annually that he or she is not aware of any violations by the company of the NYSE’s corporate governance listing standards. The certification must be disclosed in our annual report to shareholders. Indonesian law does not have disclosure requirements similar to NYSE’s corporate governance listing standards. However, the Indonesian Capital Markets Law generally requires Indonesian public companies to disclose certain types of information to shareholders, and to the OJK and the IDX, *e.g*., information relating to changes in the public company’s shareholdings and material information or facts that may affect the decision of shareholders to maintain their share ownership in the public company or investment decision of potential third-party investors.\n\n**E.                         CODE OF BUSINESS CONDUCT AND ETHICS**\n\nThe NYSE listing standards require each United States listed company to adopt, and post on its website, a code of business conduct and ethics for its directors, officers, and employees. There is no similar requirement under Indonesian law. However, companies that are required to file or furnish reports to the SEC must disclose in their annual reports whether\n\n219\n\n[Table of Contents](#TOC)\n\nthey have adopted a code of ethics for their senior financial officers. Although the requirements as to the contents of the code of ethics under SEC rules are not identical to those set forth in the NYSE listing standards, there are significant similarities in which under SEC rules, the code of ethics must be designed to promote: (a) honest and ethical conduct, including the handling of conflicts of interest between personal and professional relationships, (b) full, fair, accurate and timely disclosure in reports and documents filed with or submitted to the SEC, (c) compliance with applicable laws and regulations, (d) prompt internal reporting of violations of the code, and (e) accountability for adherence to the code. Furthermore, shareholders must be given access to physical or electronic copies of the code."}