- GMS
- Articles of Association
- Meetings of Board of Commissioners and Board of Directors
- Corporate Secretary
- Internal Audit
- Committees
- GCG Policy
General Meeting of Shareholders (GMS)
The General Meeting of Shareholders (GMS) is the primary forum for shareholders to make the highest decisions within the Company. At the GMS, the Board of Commissioners and the Board of Directors submit accountability reports on their duties and performance to shareholders. Through the GMS, shareholders can exercise their rights and provide their opinions in making important decisions that will determine the direction of the company.
The GMS in the Company consists of the Annual GMS and Other GMS.
- The Annual General Meeting of Shareholders (AGMS) must be held annually, no later than 6 (six) months after the end of the Company's fiscal year.
- Other GMS are GMS that may be held at any time based on the Company's needs.
The Company's GMS has complied with the procedures and procedures in accordance with OJK Regulation Number 32/POJK.04/2014 dated December 8, 2014, concerning the Planning and Implementation of GMS of Public Companies. In its implementation, the Company is committed to ensuring that all shareholders' rights are fulfilled in every GMS. Voting procedures have been prepared by considering the principle of independence and upholding the interests of shareholders.
Articles of Association
The Articles of Association currently in force in the Company are the Deed of Statement of Shareholders' Resolutions of the Company Number 73 dated February 11, 2026, drawn up before Christina Dwi Utami, S.H., M.H., M.Kn., Notary in the Administrative City of West Jakarta, which has been approved by and notified to the Minister of Law of the Republic of Indonesia based on (i) Decree of the Minister of Law and Human Rights No. AHU-0008669.AH.01.02.Tahun 2026, dated February 15, 2026, (ii) Letter of Receipt of Notification of Amendment to Articles of Association No. AHU-AH.01.03-0041820, dated February 15, 2026, and (iii) Letter of Receipt of Notification of Change to Company Data No. AHU-AH.01.09-0045988, dated February 15, 2026.
Meetings of Board of Commissioners and Board of Directors
Meetings of Board of Commissioners
In supervising the Company's business activities, the Board of Commissioners periodically holds meetings to discuss matters related to the supervision of the Company's management. In accordance with OJK Regulation Number 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, Board of Commissioners Meetings must be held at least 1 (one) time every 2 (two) months. The agenda or topics discussed in the Board of Commissioners Meeting include, among others, the Board of Commissioners' recommendations on the Company's strategic management, the Board of Commissioners' approval of various matters, reviews of company performance, and other strategic issues.
Meetings of the Board of Directors
In managing the Company, the Board of Directors regularly holds meetings to discuss matters related to the management of the Company. In accordance with OJK Regulation Number 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, Board of Directors Meetings must be held at least 1 (one) time every month. The Meeting Agenda includes matters within the scope of the Board of Directors' responsibilities, including the Company's strategy, new product development plans, risk and operational management, and other strategic matters.
Joint Meetings of the Board of Commissioners and the Board of Directors
The Company's Board of Commissioners and Board of Directors consistently coordinate and collaborate to achieve the Company's long-term objectives and business continuity. To express their views and resolve important issues concerning the Company's business continuity and operations, the Board of Commissioners and Board of Directors hold regular meetings.
In accordance with OJK Regulation Number 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, Joint Meetings of the Board of Commissioners and Board of Directors must be held at least once every 4 (four) months. The Meeting Agenda concerns work plans, operations, business opportunities, and strategic issues that require the approval of the Board of Commissioners. In the joint meeting, the Board of Directors' periodic reports are discussed, where the Board of Commissioners provides responses, notes and advice which are outlined in the minutes of the meeting.
Corporate Secretary
The Corporate Secretary is appointed by and reports to the Board of Directors. Based on OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretaries of Issuers or Public Companies, the Corporate Secretary's duties and responsibilities are broadly as follows:
- Following developments in the Capital Market, especially regulations that apply in the capital market sector;
- Providing services to Investors regarding any information required relating to aspects of the Company's information disclosure;
- Provide input to the Company's Board of Directors to comply with applicable regulations in the capital market, with the aim of creating and maintaining the Company's good commitment to regulators;
- As a liaison between the Company and the Capital Market Authority and Investors;
- Collaborate with the accounting department to provide timely and accurate disclosure of financial reports.
Based on the Appointment Letter No. 2026.g-EKS.057 dated February 20, 2026, the Company has appointed and installed Lucia Herminawati as the Company's Corporate Secretary. Lucia Herminawati is a graduate of the Faculty of Pharmacy, University of Surabaya. In addition to serving as Corporate Secretary, Lucia Herminawati also serves as the Company's Technical Director.
Lucia Herminawati
Corporate Secretary
E. corporate.secretary@proline.co.id
A. PT Prodia Diagnostic Line Tbk.
Jababeka III Industrial Estate, Jl. Tekno Boulevard Block A3 Unit 3A-5-6, Cikarang
P. (021) 8984 2722
Internal Auditor
The Internal Auditor is appointed and reports to the President Director. Based on OJK Regulation No. 56/POJK.04/2015 concerning the Establishment and Guidelines for the Preparation of Internal Audit Unit Charters, the general duties and responsibilities of Internal Audit are as follows:
- Prepare and implement an annual Internal Audit plan;
- Testing and evaluating the implementation of internal controls and risk management systems in accordance with Company policies;
- Conducting audits and assessments of efficiency and effectiveness in the areas of finance, accounting, operations, human resources, marketing, information technology and other activities;
- Provide suggestions for improvement and objective information about the activities reviewed at all levels of management;
- Prepare audit report and submit the report to the President Director and Board of Commissioners;
- Monitor, analyze and report on the implementation of suggested follow-up improvements;
- In collaboration with the Audit Committee;
- Develop a program to evaluate the quality of internal audit activities carried out; and
- Carry out special checks if necessary.
A complete description of the structure, duties and responsibilities, authority, code of ethics, requirements, and accountability of Internal Audit is set out in the Company's Internal Audit Charter. This Internal Audit Charter may be reviewed and adjusted based on applicable provisions and regulations.
Based on the Decree of the Board of Directors No. 2026.g-EKS.053 dated February 20, 2026, the Company has established the Company's Internal Audit Unit (UAI) and appointed Wisnu Widiatmono as Head of the Company's Internal Audit Unit.
Committees
The Audit Committee was established to assist the Board of Commissioners in carrying out its duties and functions, particularly those related to the audit function, and is accountable to the Board of Commissioners. Based on OJK Regulation Number 55/POJK.04/2015 concerning the Establishment and Guidelines for the Implementation of the Work of the Audit Committee, the Audit Committee's duties and responsibilities are broadly as follows:
- Conducting a review of the financial information that the Company will release to the public and/or authorities, including financial reports, projections and other reports related to the Company's financial information, including compliance with accounting standards and policies in the preparation process;
- Conducting reviews of compliance with laws and regulations relating to the Company's activities;
- Providing an independent opinion in the event of a difference of opinion between management and external accountants regarding the services provided;
- Provide recommendations to the Board of Commissioners regarding the appointment of Accountants based on independence, scope of assignment and service fees;
- Encourage the formation of an adequate internal control system in the management of the Company by conducting evaluations and providing recommendations regarding improvements to the Company's internal control system and its implementation;
- Conducting reviews of the implementation of audits by internal auditors and supervising the follow-up implementation by the Board of Directors of internal auditor findings;
- Conducting a review of risk management implementation activities carried out by the Board of Directors;
- Reviewing complaints related to the Company's accounting and financial reporting processes;
- Reviewing the independence and objectivity of public accountants;
- Conducting a review of the adequacy of the audit conducted by public accountants;
- Conducting investigations into alleged errors in decisions of Board of Directors meetings or deviations in the implementation of the results of decisions of Board of Directors meetings;
- Submitting the review report to all members of the Company's Board of Commissioners after the completion of the review report conducted by the Audit Committee;
- Reviewing and providing advice to the Board of Commissioners regarding potential conflicts of interest within the Company;
- Maintain the confidentiality of Company documents, data and information; and
- Carry out other duties of the Board of Commissioners related to the roles and responsibilities of the Board of Commissioners.
The Audit Committee's duties and responsibilities, authority, membership, and meetings are fully outlined in the Audit Committee Charter. This Audit Committee Charter may be reviewed and adjusted based on applicable provisions and regulations.
Based on Letter No. 2026.g-EKS.048 dated February 20, 2026, where the Company's Board of Commissioners meeting agreed to take a valid decision to appoint members of the Company's Audit Committee, namely:
- Chairman: Emmanuel Lestarto Wanandi
- Member: Dra. Endang Wahjuningtyas Hoyaranda
- Member: Dadan Gunawan
The Nomination and Remuneration Committee was established to assist the Board of Commissioners in carrying out its duties and functions, particularly those related to the nomination and remuneration function, and is accountable to the Board of Commissioners. Based on OJK Regulation Number 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies, the general duties and responsibilities of the Nomination and Remuneration Committee are as follows:
Nomination Function:
- Provide recommendations to the Board of Commissioners regarding: a. Composition of positions of members of the Board of Directors and/or Board of Commissioners; b. Policies and criteria required in the nomination process; and c. Performance evaluation policy for members of the Board of Directors and/or Board of Commissioners.
- Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/or members of the Board of Commissioners based on benchmarks that have been prepared as evaluation material.
- Provide recommendations to the Board of Commissioners regarding development programs for members of the Board of Directors and/or Board of Commissioners.
- Prepare and provide recommendations regarding the system and procedures for selecting and/or replacing members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners.
- Provide proposals for candidates who meet the requirements as members of the Board of Directors and/or members of the Board of Commissioners to members of the Board of Commissioners to be submitted to the GMS.
- Provide recommendations regarding independent parties who will become members of the Audit Committee and Other Committees to the Board of Commissioners.
Remuneration Function
- Conducting an evaluation of the Remuneration policy based on performance, risk, fairness with the peer group, the Company's long-term goals and strategies, fulfillment of reserves as stipulated in laws and regulations and the Company's potential future income.
- Submitting evaluation results and recommendations to the Board of Commissioners regarding: (a) remuneration policies for the Board of Directors and the Board of Commissioners to be submitted to the GMS; and (b) remuneration policies for employees as a whole to be submitted to the Board of Directors.
- Ensure that the Remuneration policy complies with applicable provisions.
- Conduct periodic evaluations of the implementation of the Remuneration policy.
- Provide recommendations to the Board of Commissioners regarding: (a) remuneration structure, (b) remuneration policy; and (c) amount of remuneration.
- Assist the Board of Commissioners in conducting performance assessments in accordance with the remuneration received by each member of the Board of Directors and/or Board of Commissioners.
The Nomination and Remuneration Committee's duties and responsibilities, authority, membership, and meetings are fully outlined in the Nomination and Remuneration Committee Charter. This Nomination and Remuneration Committee Charter may be reviewed and adjusted based on applicable provisions and regulations.
Based on the Decree of the Board of Commissioners No. 2026.g-EKS.050 dated February 20, 2026, the composition of the Company's Nomination and Remuneration Committee Members is as follows:
- Chairman: Emmanuel Lestarto Wanandi
- Member: Andi Widjaja
- Member: Dra. Endang Wahjuningtyas Hoyaranda
GCG Policy
In an effort to protect shareholder interests and as part of the implementation of Good Corporate Governance principles, PT Prodia Diagnostic Line Tbk (the "Company") has policy guidelines regarding transactions with affiliated parties and parties with conflicts of interest. Transactions with affiliated parties and potential conflicts of interest carry the risk of misuse by related parties, which can be detrimental to minority shareholders and impact market integration.
The objectives of the Affiliation and Conflict of Interest Policy are as follows:
- As a guideline in conducting transactions with affiliated parties and managing conflicts of interest so that these transactions are carried out fairly;
- To ensure that transactions conducted with affiliated parties do not harm the interests of the Company and the Company's shareholders; and
- To help increase the independence of the Company's management in managing transactions with affiliated parties and those who have a conflict of interest with the Company.
Supplier or Vendor Selection Policy
PT Prodia Diagnostic Line Tbk (the "Company") has specific requirements and criteria for selecting suppliers who will become strategic partners and partners for the Company in carrying out its business activities. The Company's supplier selection policy aims to ensure that the selection and evaluation process for the procurement of goods/services in the Company is carried out effectively, efficiently, competitively, fairly and equitably, transparently, and accountably.
Suppliers involved in the procurement process of goods/services at the Company must meet the following requirements and criteria:
- Preferably having a legal entity;
- Fulfilling legal aspects according to the business field;
- Have expertise, experience, and technical and management skills according to their business field;
- Able to provide goods/services with the quality determined by the Company at competitive prices
- Punctuality in the delivery process of goods/services;
- Uphold integrity, professionalism and transparency in every procurement process;
- Good track record from the supplier;
- Not involved or currently serving a criminal sanction; and
- Willing to fulfill the obligations determined by the Company for suppliers according to the type of procurement of goods/services.