BOC Charter

  Overview

The Board of Commissioners is the organ of the Issuer or Public Company whose duty is to supervise general and/or specifically in accordance with the articles of association and provide advice to the Directors.

1. DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Board of Commissioners are as follows:

• The Board of Commissioners supervises the Directors' policies in running the Company and provides advice to the Directors;
• EThe Board of Commissioners must carry out their duties and responsibilities in good faith, with full responsibility and prudence;
• The Board of Commissioners is obliged to:
  1. Provide opinions and suggestions to the Board of Directors regarding the annual financial statements, the Company's development plans and other important matters;
  2. Following the development of the Company's activities and in the event that the Company shows symptoms of setbacks immediately give advice on the corrective steps that must be taken;
  3. Provide opinions and suggestions to the Board of Directors regarding any other issues deemed important for the management of the Company;
• If all members of the Board of Directors are temporarily dismissed and the Company does not have a single member of the Board of Directors, the Board of Commissioners is temporarily required to take care of the Company, in that case the Board of Commissioners has the right to give temporary authority to one or more of them on their joint responsibility.

2. COMPOSITION AND STRUCTURE OF MEMBERSHIP

• TThe Board of Commissioners consists of at least three members of the Board of Commissioners, one of whom can be appointed as President Commissioner and if appointed more than two Commissioners one of whom can be appointed as Deputy President Commissioner, including Independent Commissioners whose number is adjusted to the requirements in applicable laws in the capital market sector;
• The Board of Commissioners consists of two members of the Board of Commissioners, one of whom is an Independent Commissioner. If the Board of Commissioners consists of more than two members of the Board of Commissioners, the number of Independent Commissioners must be at least 30% of the total members of the Board of Commissioners;
• Independent Commissioners must meet the following requirements:
  • Is not a person who works or has the authority and responsibility to plan, lead, control, or supervise the activities of the Issuer or Public Company within the last six months, except for the reappointment as an Independent Commissioner in the following period;
  • Does not have direct or indirect shares in PT MNC Land Tbk;
  • Has no affiliation with PT MNC Land Tbk., members of the Board of Commissioners, members of the Board of Directors, or major shareholders of PT MNC Land Tbk;
• Has no direct or indirect business relationship related to the business activities of PT MNC Land Tbk.

3. MEETINGS AND IMPLEMENTATION

• The Board of Commissioners must hold a meeting at least once in two months;
• The Board of Commissioners must hold regular meetings with the Directors at least once every four months;
• The Board of Commissioners must schedule a meeting, for the following year before the end of the financial year and submit meeting materials to participants no later than five days before the meeting is held. In the event that a meeting is held outside the schedule that has been arranged, the meeting material is delivered to the meeting participants no later than before the meeting is held. The Board of Commissioners Meeting can be held at any time if deemed necessary:
  1. By one or more members of the Board of Commissioners;
  2. At the written request of one or more members of the Board of Commissioners; or
  3. At the written request of one or more shareholders who jointly represent 1/10 or more of the total shares with voting rights;
• Command for the Board of Commissioners' Meetings are carried out by the President Commissioner, if the President Commissioner is unable to attend it will be carried out by other members of the Board of Commissioners;
• Command for Board of Commissioners' Meetings and/or meetings held with the Directors are delivered by registered letter or by a letter delivered directly to each member of the Board of Commissioners and/or Board of Directors by receiving a receipt no later than five days before the meeting is held, not taking into account the date of the command and meeting date;
• Meeting command must include the agenda, date, time and place of the meeting;
• Meetings of the Board of Commissioners are held at the domicile of the Company or at the place of business activities of the Company;
• The Board of Commissioners Meeting is chaired by the President Commissioner, in the event that the President Commissioner is unable to attend or is unable to prove that it is not necessary to prove it to a third party, then the Meeting will be chaired by one of the members of the Board of Commissioners present;
• A member of the Board of Commissioners can be represented at the Board of Commissioners' Meeting only by other members of the Board of Commissioners based on a power of attorney;
• Board of Commissioners' meetings are valid and have the right to make binding decisions if more than 1⁄2 (half) of the members are present or represented at the meeting;
• Decisions of the Board of Commissioners Meeting must be made based on deliberation to reach a consensus. If this is not achieved, then a decision is made by voting based on agreeing votes of more than 1⁄2 (half) of the members present;
• If the voices of those who agree and those who do not agree are balanced, the chair of the Board of Commissioners meeting will determine;
• Each member of the Board of Commissioners present is entitled to cast one vote and one additional vote for each other member he/she represents;
• Voting on persons is carried out with a sealed power of attorney without a signature while voting on other matters is carried out verbally, unless the chair of the meeting determines otherwise without objections from those present;
• Blank and invalid votes are deemed not issued legally and are considered non-existent and are not counted in determining the number of votes cast;
• In addition to holding the Board of Commissioners' Meeting referred to, it can also be done through teleconferencing, video conferencing or through other electronic media facilities;
• Minutes of meetings resulting from the holding of meetings must be made in writing and signed by all members of the Board of Commissioners present and then the minutes of the meeting are conveyed to all members;
• In the event that there are members of the Board of Commissioners who have not signed the results of the meeting, the relevant party must state the reasons in writing in a separate letter attached to the minutes of the meeting;
• The Board of Commissioners can make a valid decision without holding a Board of Commissioners Meeting, provided that all members have been notified in writing and all members give their approval regarding the proposal submitted in writing by signing the agreement.

4. DISCLOSURE AND REPORTING

Under certain conditions, the Board of Commissioners must hold an annual GMS and other GMS in accordance with their authority as stipulated in the legislation and articles of association.