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" Strengthening harmonious business continuity through harmonious collaboration, we are able to create a favorable business climate so that various initiatives and business strategies can be implemented as planned."

THE BOARD OF DIRECTORS


Duties, Responsibilities, and Authorities of the Board of Directors

The Board of Directors shall be fully responsible for the management and interest of the Company.

The main duties and responsibilities of the Board of Directors shall be, amongst other:
  1. To lead and manage the Company in accordance with the purposes and objectives as well as the articles of association.
  2. To maintain and manage the assets of the Company for the interest of the Company.
  3. To prepare and save shareholders list and special list.
  4. To prepare internal control structure, perform internal audit functions, and follow up internal audit findings in accordance with policies or guidelines of the Board of Commissioners.
  5. To implement Good Corporate Governance principles.
  6. To implement corporate secretary functions to follow the development of capital market, provide inputs to the Board of Directors and the Board of Commissioners to abide by the prevailing laws and regulations, and assist the Board of Directors and the Board of Commissioners in implementing Good Corporate Governance principles.
  7. To implement risk management and internal control system functions which cover active supervision of the Board of Directors and the Board of Commissioners, policies, procedures, identification process, measurement, monitoring, and risk control adequacies, as well as risk management information and internal control systems.
  8. To implement independent directors and independent commissioners functions in accordance with the prevailing laws and regulations.
  9. To implement social and environmental responsibilities.
  10. To submit annual business plan containing annual budget to the Board of Commissioners for approval before the beginning of the new book year, by taking into account the prevailing laws and regulations.
  11. To hold regular meetings of the Board of Directors and meetings of the Board of Directors with the Board of Commissioners.
  12. To hold annual general meeting of shareholders (AGMS) or other GMS.
  13. To prepare annual report to be submitted to GMS after reviewal by the Board of Commissioners in accordance with the prevailing laws and regulations.
  14. To provide accountabilities in performing their duties and responsibilities to the shareholders through GMS.
  15. To prepare and save GMS minutes, GMS minutes summaries, and the Board of Directors meetings minutes.
  16. To fulfill other obligations in accordance with the articles of association, guidelines of the Board of Commissioners meetings, or GMS.
  17. To submit transparent reports and information to Financial Services Authority, Indonesia Stock Exchange, and other authorized agencies in accordance with the prevailing laws and regulations.
  18. To perform public expose at least once a year in accordance with the procedures and requirements stated by the prevailing capital market laws and regulations.
  19. To report to the Company each transaction of Company stock owned in accordance with the prevailing laws and regulations.

The main authorities of the Board of Directors shall be, amongst other:
  1. To represent the Company in and out of Court regarding all cases and in all events, commit Company with other parties and other parties with the Company, as well as perform all actions, both with regard to management and ownership of the Company, with the limitations that:
    1. to borrow or lend money on behalf of the Company (not including the withdrawal of money from banks) which amount exceeds that from time to time shall be determined by the Board of Commissioners, and
    2. to set up a company or participate in other companies both domestic as well as overseas;
    the Board of Directors should obtain prior approval of the Board of Commissioners.
  2. For legal actions to transfer, release the rights, or collateralize more than 50% (fifty percent) of the Company's net asset value in 1 (one) transaction or more, both which relates one to the others as well as not, the Board of Directors should obtain prior approval of the GMS attended by shareholders representing at least 3/4 (three forth) of all stocks with valid voting rights, and resolutions shall be valid if approved by more than 3/4 (three forth) of all stockholders with voting rights attending the GMS, by taking into account the prevailing laws and regulations.
  3. The President Director reserves the rights and is authorized to act for and on behalf of the Board of Directors as well as represent the Company. In case of the President Director is not present or absent due to any cause, which cause shall not be necessarily proved to any third party, then other members of the Board of Directors shall reserve the rights and are authorized to act for and on behalf of the Board of Directors as well as represent the Company.
  4. The Board of Directors reserve the rights to give written proxy to one person or more with authorities and conditions to be determined by the Board of Directors in the proxy.
  5. To determine policies in leading and managing the Company.
  6. To provision the Company's employment terms and condtions based on the prevailing laws and regulations.
  7. To provision division of duties and authorities of each member of the Board of Directors.
  8. If deemed necessary, the Board of Directors may set up supporting committees to assist the Board of Directors in performing their duties and fulfilling their obligations.
  9. To perform other actions, both with regard to management as well as ownership of the Company, in accordance with the articles of association, guidelines from meetings with the Board of Commissioners, and the prevailing laws and regulations.
In performing their duties, responsibilities, and authorities, the Board of Directors should perform with good faith, full responsibilities, and prudent, by taking into account the articles of association and the prevailing laws and regulations.


Codes of Conduct and Working Days

Codes of Conduct
Members of the Board of Directors should abide by Codes of Conduct of the Company.

Working Days
The Board of Directors should spare adequate time to perform their duties and responsibilities optimally in accordance with the Company's working days.


The Board of Commissioners

The main duties and responsibilities of the Board of Commissioners shall be, amongst other:
  1. To perform supervision on the Company's management policies and management in general, and provide advices to the Board of Directors, for the interest of the Company in accordance with the purposes and objectives as well as the articles of association.
  2. To direct, monitor, and evaluate the implementation of the Company's strategic policies.
  3. To ensure the performance of internal audit functions and provide advices, suggestions, and/or recommendations on internal audit findings to the Board of Directors.
  4. To ensure that the Board of Directors have followed up internal and external auditors' findings and recommendations, Financial Services Authority's supervision results, and/or other related authorities' supervision results.
  5. To ensure the implementation of Good Corporate Governance principles.
  6. To submit reports with regard to the performance of supervision duties during the previous book year to the GMS.
  7. To provide suggestions and opinions to the GMS with regard to the Company's development plan, the Company's annual report, and the Board of Directors' other periodical reports.
  8. To provide approvals or assistances to the Board of Directors with regard to certain legal actions in accordance with the provisions of the articles of association.
  9. To set up audit committee, which one or more of its members shall be members of the Board of Commissioners.
  10. To ensure the performance of independent commissioners and independent directors' functions in accordance with the prevailing laws and regulations.
  11. To perform an evaluation on the performance of the committees set up by the Board of Commissioners to ensure that they have performed their duties optimally.
  12. To review, analyze, and approve annual business plan which contains annual budget before the beginning of new book year, by taking into account the prevailing laws and regulations.
  13. To hold regular meetings of the Board of Commissioners and meetings of the Board of Commissioners with the Board of Directors.
  14. To review, analyze, and sign the Company's annual report before submission to the GMS in accordance with the prevailing laws and regulations.
  15. To provide accountability for supervision duties performance to the shareholders through the GMS.
  16. To prepare and save minutes of meetings of the Board of Commissioners.
  17. To report to the Company theirs' and/or their families' shares ownership in the Company and other companies.
  18. To perform other supervision duties determined by the GMS.

Authorities of the Board of Commissioners shall be, amongst other:

  1. To enter the buildings and or other places used by the Company.
  2. To inspect all books, letters, and other evidences, and to check and reconcile cash and other positions.
  3. To know all actions taken by the Board of Directors.
  4. To receive explanations from the Board of Directors regarding all cases with regard to the Company.
  5. To provide approvals or assistances to the Board of Directors in commiting certain legal actions in accordance with the articles of association.
  6. To manage the Company under certain conditions for certain period based on the articles of association or resolutions of the GMS.
  7. To temporarily terminate one or more members of the Board of Directors who have acted in contrary to the articles of association and/or the prevailing laws and regulations.
  8. To propose the replacement and/or appointment of members the Board of Directors to the GMS.
  9. In performing their duties, responsibilities, and authorities, the Board of Commissioners should take into account the articles of association and the prevailing laws and regulations.
Codes of Conduct and Working Days

Codes of Conduct of the Board of Commissioners shall be, amongst other:
  1. To perform duties and responsibilities independently.
  2. To abide by the Company's Codes of Conduct.
  3. Not to assign supervision functions to the Board of Directors.
Working Days
The Board of Commissioners should spare adequate time to perform their duties and responsibilities optimally in accordance with the Company's working days.