People

Control at a Glance

PT Trimegah Bangun Persada (Harita Nickel) is a single-share-class company with one controller. The Lim family's holding vehicle, PT Harita Jayaraya, held 81.32% of the issued shares at 31 December 2025, down from 84.69% a year earlier after selling part of its position into a stake taken by Glencore [1]. The public float is 10.44%. No director and no commissioner owns a single share, directly or indirectly [2].

That combination shapes everything else on this page. Pay is cash-only and set inside the controller's orbit; the operating board is drawn almost entirely from the group's own subsidiary directorships; and roughly a fifth of revenue and a sixth of cost of goods sold run through entities under common ownership. This tab records those facts and their dates. It does not grade them.

Sources: FY2025 Annual Report, Shareholders Information [1]; indirect ownership disclosure [2]; Note 35 related-party revenue [3].

Votes Versus Economics

There is one class of registered common shares with a Rp100 par value; every share carries the same rights to dividends, liquidation proceeds and votes at the general meeting [4]. There are no founder shares, no multiple-vote structures, and no disclosed shareholder agreement or nomination-rights instrument in the annual reports. The only wedge between economic and voting percentages is the treasury block: the 110,733,300 shares repurchased during 2025 sit as treasury stock, 0.18% of issued capital, and carry neither vote nor dividend [5].

Sources: economics as reported at 31 December 2025 [1] and Note 26 Equity [5]; voting percentages derived by excluding the 110,733,300 non-voting treasury shares from the 63,098,600,000 issued.

The practical position for a minority holder follows from the arithmetic. At 81.47% of voting stock the controller passes ordinary and special resolutions alone. The 2025 annual meeting shows what that looks like in practice: on the six agenda items put to a vote, approval ran between 98.60% and 99.93%, with no item drawing more than 1.32% against [6]. The largest dissent, 766,650,207 votes against, landed on the auditor-appointment item.

The Ownership Chain

Control runs through three layers before it reaches a listed share.

Source: FY2025 Annual Report, Composition of Main/Controlling Shareholders [7]; the layer-2 individual holdings are shown as 7.33%, 6.42% and 4.58% in that chart.

Two things about this chart are worth stating plainly. The 40.00 / 35.00 / 25.00 split at the top of PT Harita Guna Dharma Bhakti appears identically in the FY2024 and FY2025 filings [8]. But the mapping of individual names to the layer-2 percentages differs between the two years' renderings of the same diagram, and the filing offers no accompanying text table. That ambiguity is in the source, not resolved here.

How Ownership Moved Since the IPO

NCKL listed on 12 April 2023 at Rp1,250 per share, selling 7,997,600,000 new shares equal to 12.67% of post-offer capital and raising Rp9,997 billion [9]. Before the offer, PT Harita Jayaraya held 99.00% [10]. Both pre-IPO holders were locked up under OJK Regulation 25/2017 for eight months after the registration statement became effective, because they had acquired their shares below the offer price within six months of filing [11].

Sources: FY2023 Annual Report, Shareholders Information [10]; FY2025 Annual Report, Shareholders Information [1]; Note 26 Equity for the December 2024 register [5].

During 2025 Glencore International Investments appeared on the register at 4,534,708,000 shares, or 7.19%, held through Citibank Hong Kong [1]. The controller's holding fell by 2,127,086,500 shares over the same period and the public float fell by 2,518,354,800 shares, so the new stake was assembled from both the controller and the market. Glencore is also a customer: Glencore International AG accounted for Rp5,637,265 million of nickel-processing revenue in FY2025, 19.02% of the total, up from 11.27% in FY2024 [12]. The filings disclose no shareholder agreement, board seat or offtake right attaching to that shareholding.

Foreign institutions held 12.13% of the register at year-end 2025 against 84.48% for domestic institutions; individuals, insurers, mutual funds, pension funds and foundations together made up the remainder [2].

Two Boards, One Group

Indonesia's two-tier structure separates the executive Board of Directors from the supervisory Board of Commissioners. NCKL runs five directors and three commissioners. All eight were appointed by Deed No. 145 of 15 December 2022 or, for Suryadi Sasmita, Deed No. 404 of 27 January 2023 [13]. There was no change to either body during 2025, nor between year-end and the filing of the 2025 annual report [14].

Sources: FY2025 Annual Report, Profile of the Board of Commissioners [15] and [16]; Profile of the Board of Directors [17] and [18]; Roy Arman Arfandy's concurrent posts from the FY2024 Annual Report [19].

Disclosed independence and observed facts

The company designates two of three commissioners as independent and designates no independent director; the term Direktur Independen does not appear in the FY2025 board disclosures. Every profile in the annual report carries the same standard sentence: the individual "has no financial, management, or family relationships with other members of the Board of Commissioners, members of the Board of Directors, as well as Major and Controlling Shareholders" [15].

Set against that designation, the same profiles record the following. President Commissioner Donald J. Hermanus is concurrently President Director of six Harita group companies, including PT Halmahera Jaya Feronikel, PT Obi Nickel Cobalt and PT Obi Stainless Steel, a director of three more and a commissioner of four more — thirteen concurrent group posts in total [15]. HSE director Tonny H. Gultom holds twelve [18]. Finance director Suparsin Darmo Liwan is simultaneously CFO of PT Halmahera Persada Lygend, the 45.10%-held HPAL associate that is also a related-party customer [17]. President Director Roy Arman Arfandy holds six group posts, including President Director of PT Halmahera Persada Lygend and commissioner seats at PT Obi Nickel Cobalt, PT Karunia Permai Sentosa and PT Dharma Cipta Mulia — three of the counterparties in the related-party ledger below [19]. Only Younsel Evand Roos, the operations director, holds no outside position [20].

The two independent commissioners bring outside listed-company experience: Darjoto Setyawan is an independent commissioner of PT Cita Mineral Investindo Tbk and PT China Life Insurance Indonesia, and was President Director of PT Siloam International Hospitals Tbk to 2024 [16]; Suryadi Sasmita is an independent commissioner of PT Global Digital Niaga Tbk and holds several non-Harita directorships [13].

The company states it has no specific diversity policy for either body, while noting that the nomination process considers education, experience, age, gender and nationality [21]. One of five directors is female; all three commissioners are male. Director ages span 42 to 69, commissioner ages 59 to 77.

Meeting cadence and attendance

Sources: FY2025 Annual Report, Board of Directors meeting attendance [22]; Board of Commissioners meeting attendance [23].

Twelve board meetings, six commissioner meetings and four joint meetings were held in 2025; average director attendance was 90% at board meetings and 100% at joint meetings, and average commissioner attendance was 94% and 92% [22] [23].

Committees

Sources: FY2025 Annual Report, Audit Committee composition [24]; Audit Committee meeting count [25]; Nomination and Remuneration Function [26]; committees under the Board of Directors [15].

The Audit Committee is the one board committee with disclosed independent membership and a disclosed meeting record. It has three members appointed by commissioners' decree of 13 December 2022, all serving into their fourth year: Darjoto Setyawan as chair, plus two independent members with audit and CFO backgrounds — Toni Setioko, a former Prasetio Utomo audit manager and DBS Vickers Indonesia operations director [27], and Tsun Tien Wen Lie, an audit and tax partner at KAP Heliantono and Rekan who is also a director and corporate secretary of PT Arthavest Tbk and an independent commissioner at two other listed issuers [28]. It met four times in 2025 with full attendance [25].

No Nomination and Remuneration Committee has been formed. The company states that as of 31 December 2025 the function is carried out directly by the Board of Commissioners, which it says is permitted by the committee's own charter in the absence of a committee [26]. The nomination policy states that candidates for both boards are sourced primarily from within the group — from subsidiary directors or company employees — with external recruitment reserved for specified conditions [29].

Operators

Sources: FY2025 Annual Report director profiles [17], [20], [30] and [18]; FY2024 Annual Report for Roy Arman Arfandy [19] and the Stevi Thomas departure [31].

The whole executive board shares one appointment date and one expiry: all five directors were named in Deed No. 145 of 15 December 2022, on a term running to the close of the 2027 annual meeting. That means the entire operating team comes up for renewal at the same meeting, with no staggering.

Two dated departures sit in the record. Stevi Thomas C, Director of External Relations, resigned effective at the close of the 27 June 2024 annual meeting, which granted him acquit et de charge; the change was notarised as Deed No. 266 and registered with the Ministry of Law on 17 July 2024 [31]. His seat has not been refilled — the board went from six directors to five and stayed there. Separately, Corporate Secretary Franssoka Yunus Sumarwi, in post since 29 November 2022, resigned effective 12 December 2025, and the company states that as of 31 December 2025 no successor had been appointed [32]. By July 2026 the role was held by Rafika Fazrin, who signed the annual public expose report to the exchange [33].

Investor relations is run by Lukito Gozali, appointed July 2023, previously head of investor relations at Kalbe Farma, Nippon Indosari Corpindo and Erajaya Swasembada; he holds no concurrent positions [34].

What Compensation Pays For

The incentive architecture is short and can be stated in full.

Sources: FY2025 Annual Report, Remuneration Structure and Determination Process [35]; disclosure of bonuses and stock options [36]; long-term performance-based compensation policy [37].

The determination process is a six-step loop the company sets out explicitly: directors formulate strategy with commissioner approval, KPIs are set as the basis for measurement, directors self-assess monthly and report quarterly, commissioners assess against KPIs and market benchmarking, commissioners propose remuneration to the general meeting, and the meeting sets the commissioners' total while delegating the directors' figure back to the commissioners [35]. The 18 June 2025 annual meeting executed that delegation, passing the item with 99.93% support [6].

What the KPIs are, how they are weighted, and what thresholds apply is not disclosed. Nor is any individual figure: the company states plainly that it does not disclose per-member remuneration, citing the sensitivity of the information and the risk of unfair recruitment by others, and discloses collective totals only [36]. Indonesian rules do not require a CEO pay ratio and none is given.

Because there are no options and no long-term share plan, there is no strike price to compare with the current price, no vesting schedule, and no equity dilution from management incentives. The only share-based programme in the company's history was the Employee Stock Allocation at the 2023 IPO: 35,000,000 shares, 0.44% of the offer, priced at the Rp1,250 offer price, allotted on a fixed-allotment basis with no lock-up period [37].

The pay record

Sources: FY2022 Annual Report, Remuneration Realization for FY2021 and FY2022 [38]; FY2023 Annual Report [39]; FY2024 Annual Report [40]; FY2025 Annual Report [36].

Total board and commissioner pay quadrupled in the listing year — from Rp15.5 billion in FY2022 to Rp61.7 billion in FY2023 — then fell 22% to Rp48.1 billion in FY2024 and rose 6% to Rp51.1 billion in FY2025 [38] [39] [36]. Part of the FY2024 drop reflects the board shrinking from six directors to five. Note 35 of the audited accounts carries the identical figures, described as gross key-management compensation paid by the company and its subsidiaries and associates [41].

Against profit, the aggregate is small and falling: Rp51.08 billion of FY2025 pay against Rp8,951,516 million of profit attributable to owners is 0.57%, versus 0.75% on FY2024's Rp6,379,504 million [41]. Averaged across the five directors, FY2025 pay is Rp8.5 billion each; across the three commissioners, Rp2.8 billion each. Those averages are arithmetic, not disclosure — the company has said it will not break the figure down.

Insider Activity and Capital Returns

There is no conventional insider-transaction record to plot, because there are no insider holdings. The company states that as of the end of 2025 no member of either board holds shares directly or indirectly, so no ownership report or change report has been filed under OJK Regulation 4/2024 [37]. The FY2023 register carried the same nil entry for all nine officers then in post [10]. The company also states there were no insider-trading cases involving commissioners, directors, management or employees during 2025 [42].

What does move is the company's own buying and the controller's selling.

Sources: IPO Prospectus offering structure [9]; FY2025 Annual Report buyback resolution and realisation [43] and share buyback detail [44]; Note 10 for the ONC purchases [45] and [46]; director and officer departures [31] and [32].

Two authorisations of Rp1 trillion each produced Rp75.61 billion of actual repurchases — 110,733,300 shares at an average of Rp682.81, or 7.6% of the approved amount [47]. Results reports for both tranches were filed with the OJK on 15 July 2025 and 15 January 2026 [43]. The average repurchase price of Rp682.81 sits against a Rp1,250 IPO price and a Rp935 close on 3 August 2026.

The dividend policy is a stated minimum of 30% of net profit, as disclosed in the IPO prospectus. Both post-listing payouts have landed on that floor: Rp26.716 per share for FY2023, totalling Rp1,685.74 billion at exactly 30%, and Rp30.357 per share for FY2024, totalling Rp1,913.90 billion at 30.001% [48].

Related-Party Ledger

Related-party flows are the largest single governance surface here, and they grew sharply in 2025. Revenue from related parties reached Rp6,575,315 million, 22.19% of consolidated revenue, up from Rp3,801,242 million and 14.09% a year earlier [3]. Related-party cost of goods sold reached Rp3,215,711 million, 16.13% of consolidated COGS [49].

Sources: FY2025 Annual Report, Note 35 nature of relationships [50], related-party revenue [3], related-party cost of goods sold [49], and the ONC purchase in Note 10 [46].

Sources: FY2025 Annual Report, Note 35 [3] and [49].

The largest single related-party item of 2025 sat outside the trading ledger. On 25 June 2025 the company bought a further 20% of PT Obi Nickel Cobalt from its own parent, PT Harita Jayaraya, for US$262,913,649, or Rp4,249,210 million, taking its holding to 40% [46]. Six months earlier the company had bought 10% of the same entity from an unrelated Singapore holder, Li Yuen Pte Ltd, for Rp2,117,527 million, with a KJPP Benedictus Darmapuspita valuation putting the net fair value of a 20% ONC interest at Rp2,276,205 million as at 13 December 2024 [45]. Doubling the arm's-length December price implies roughly Rp4,235,054 million for 20%; the price paid to the parent six months later was Rp4,249,210 million. ONC then distributed dividends of US$40.0 million in July 2025 and US$52.0 million plus US$28.0 million in November 2025 to the company [46].

Approval process

The company records that transactions are governed by PSAK 224 and by OJK Regulation 42/2020 on affiliated and conflict-of-interest transactions; that the Board of Directors states the terms compare with those available between unaffiliated parties on an arm's-length basis; and that before related-party transactions are entered into, the Board of Commissioners, through the Audit Committee, reviews and advises management on affiliated transaction plans that could give rise to conflicts of interest [51]. For FY2025 the company states there were no material transactions containing a conflict of interest [52]. No independent-shareholder vote was sought on the parent purchase, and the annual report does not reproduce a fairness opinion for it.

Officer and Director Docket

Sources: FY2023 Annual Report, Litigations [53]; FY2024 Annual Report, Litigation follow-up [54]; FY2025 Annual Report, Legal Cases [42] and Administrative Sanctions [55].

The one substantive docket item concerns a former director and is stated as an allegation, not an outcome. In December 2023 Stevi Thomas, then Director of External Relations, was named a suspect by Indonesia's Corruption Eradication Commission in a case of alleged gratification, and was undergoing trial at Ternate District Court as at the FY2023 annual report's issue date. The company disclosed the matter to the OJK on 21 December 2023, stated that it does not have a material impact on business activities, and noted it had already received his resignation letter [53]. The FY2024 report records only that the resignation was formalised at the 27 June 2024 annual meeting [54]. Neither the FY2024 nor the FY2025 annual report states how the proceeding ended; the FY2025 report simply records no material legal cases involving the company or its current officers [42].

What a Minority Holder Can and Cannot Do

The mechanics are straightforward and worth setting out without inference. A holder of the 10.44% float cannot block an ordinary or extraordinary resolution, cannot force a board nomination — candidates are sourced internally through a function the commissioners perform themselves [26] [29] — and cannot see individual pay [36].

What a minority holder does get is a fixed dividend floor of 30% of net profit that has been met in both post-listing years [48], an audit committee chaired and staffed by independent parties with a disclosed remit over affiliated transactions [24] [51], a Big Four auditor — Chang Hartono of Purwantono, Sungkoro and Surja, a member of Ernst and Young Global — reappointed annually through the meeting [56], and a company with no management equity to dilute them with.

Where those protections are thin, they are thin visibly. The related-party ledger is disclosed to the counterparty and the rupiah, but the arm's-length assertion rests on a directors' statement and an audit-committee review rather than an independent-shareholder vote. The remuneration process names its inputs — KPIs, quarterly reporting, market benchmarking — but discloses neither the metrics nor the individual outcomes. These are facts about the architecture; the chapters can weigh them.