<![CDATA[The challenge of corporate governance integrity in emerging markets often boils down to the gap between written policy and practice on the ground. This study aims to analyze the conflict-of-interest prevention policy at PT Adaro Minerals Indonesia Tbk (ADMR) and how these policies are positioned in the Governance dimension in the 2024 ESG sustainability report. Using a descriptive qualitative approach through document analysis methods, this study evaluates the Charter of the Board of Directors, the Charter of the Board of Commissioners, the Charter of the Audit Committee, and the Company's Code of Ethics through the lens of agency theory, COSO's internal control framework, and legitimacy theory. The findings of the study show that ADMR has built a comprehensive layered policy architecture by integrating the values as the foundation of the control environment. This policy effectively operationalized agency alignment mechanisms—such as the obligation to disclose shareholding and the revocation of voting rights in affiliate transactions—that contributed to the company's high ESG score on the Indonesia Stock Exchange (IDX). However, the study also found implementation vulnerabilities in conglomerate structures, particularly in affiliate transactions that could potentially evade independent shareholder oversight through regulatory thresholds. The study concluded that although robust formal policies are able to improve the image of legitimacy and governance performance, their true effectiveness still depends on the consistency of law enforcement and the independence of oversight to mitigate governance failure.]]>
