In Indonesian SOE 2010-2014 Master Plan, the good corporate governance best practice and corporate performance measurement system are two among other most important criteria for a better and competitive SOE governance. PT. Pupuk Kaltim is one of fertilizer producer SOEs, whose main task is to provide subsidized fertilizer in frame of Public Service Obligation (PSO).The company is now transforming its performance in operational, human capital, and information technology management. Fertilizer industry external environment uncertainties, especially in term of fertilizer subsidy and gas supply, makes it necessary to form a sustainable model for PT. Pupuk Kaltim under Pupuk Indonesia Holding. In this Final Project, some analysis will be conducted from five competitive forces model (Porter, 2006) , Aguilera (2003) and Wong’s (2004) Governance model, and Parent ValueCreating (Goold et. al, 2003) and some implementation possibilities for Pupuk Kaltim under the holding of Pupuk Indonesia Holding.