BOD Charter

  Overview

The Board of Directors is the Company's organ which has the authority and is fully responsible for the management of the Company and represents the Company, both inside and outside the court in accordance with the provisions of the articles of association.

1. DUTIES AND RESPONSIBILITIES

• The Directors are fully responsible for carrying out their duties for the Company’s benefits in achieving the goals and objectives of the Company stipulated in the Articles of Association. In carrying out its duties and responsibilities for management, the Board of Directors must hold an annual GMS and other GMS as stipulated in the legislation and the Basic Agenda;
• Each member of the Board of Directors must be in good faith, full of responsibility and prudence in carrying out his duties by observing the applicable laws and regulations and the articles of association;
• The Directors represent the Company in and outside the Court on all matters and in all events, and have the right to bind the Company with other parties and other parties with the Company and take actions, both regarding management and ownership but with special provisions for:
  1. borrow or lend cash on behalf of the company (not including taking company cash in a bank);
  2. obtain, burden or alienate and guarantee the fixed assets of the Company;
  3. bind the Company as guarantor;
  4. sell/obtain or release rights on immovable property including land and company rights;
  5. establishing a new business or participating in other companies both at home and abroad;
  must with the approval of the Board of Commissioners;
• Relinquish rights or make debt guarantees for more than 50% of the total net assets of the Company in one financial year, both in one transaction or several transactions, the Board of Directors must obtain GMS approval;
• The Board of Directors must announce legal actions to transfer or make debt guarantees or relinquish the rights to the Company's assets, in two Indonesian language daily newspapers, one of which has national circulation and the other is published at the Company's domicile;
• Transactions that contain conflicts of interest between the personal economic interests of members of the Board of Directors, Commissioners or shareholders, with the economic interests of the Company, the Board of Directors requires the approval of a GMS;
• Two members of the Board of Directors have the right and authority to act for and/or on behalf of the Directors and represent the Company. In the event that two Directors are absent or unable to attend, then one other Director after obtaining approval from the Board of Commissioners has the right and authority to act for and on behalf of the Directors and represent the Company;
• The division of duties and authority of each member of the Company's Board of Directors is determined by the GMS after hearing the opinion of the Board of Commissioners;
• The Board of Directors in managing and/or managing the Company must act in accordance with the resolutions of the GMS.

2. COMPOSITION AND STRUCTURE OF MEMBERSHIP

• The company is managed and led by a Board of Directors consisting of three Directors, one of whom holds the position of President Director;
• Members of the Board of Directors are Indonesian Citizens and/or Foreign Citizens who have met the requirements to be appointed as Directors of the Company;
• Members of the Board of Directors are appointed and dismissed by the GMS, the term of office of Board of Directors’ members is no more than five years or until the GMS closing at the end of the intended term of office;
• Board of Directors’ members may hold concurrent positions as long as they do not conflict with the laws and regulations, including as:
  • Maximum members of the Board of Directors in one Public Company;
  • Board of Commissioners’ members of a maximum three other Public Companies;

Committee members up to five committees in the Public Company where he/she is a member of the Board of Directors or a member of the Board of Commissioners.
Requirements for members of the Board of Directors when appointed and during their tenure:

• Have good character, morals, integrity and are capable of carrying out legal actions;
• Have a commitment to comply with laws and regulations;
• Possess knowledge and/or expertise in the fields required by Issuers or Public Companies; and
• In the five years before appointment and during his/her tenure:
  • Never been declared bankrupt or caused a company to go bankrupt;
  • Has never been convicted of a criminal offense that is detrimental to the country's finances and/or related to the financial sector; and
  • Has never been a member of the Board of Directors and/or members of the Board of Commissioners who during their tenure did not carry out their duties and responsibilities in terms of holding a GMS, their responsibilities were not accepted by the GMS and did not submit an annual report/financial report to the Financial Services Authority (OJK).

3. MEETINGS AND IMPLEMENTATION

• Directors must hold meetings regularly, at least once a month;
• The Board of Directors must hold a Board of Directors meeting with the Board of Commissioners periodically, at least once every four months;
• The Board of Directors 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 prepared, the meeting material is delivered to the meeting participants no later than before the meeting is held;
• Command for Directors' Meetings are carried out by the Directors;
• Command for Directors' Meetings and/or meetings held with the Board of Commissioners are delivered by registered letter or by a letter delivered directly to each member of the Board of Commissioners and/or 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 Directors are held at the Company's domicile or the place of business activities of the Company;
• The Board of Directors Meeting is chaired by the President Director, in the event that the President Director is unable to attend or is unable to prove it is not necessary to prove it to a third party, the Meeting will be chaired by one of the Directors present;
• A member of the board of directors may be represented at a Board of Directors' Meeting only by other members based on a power of attorney;
• Directors' meetings are valid and have the right to make binding decisions if more than 1⁄2 (half) of the total members of the Board of Directors is present or represented at the meeting;
• Decisions of the Directors' Meeting must be made based on deliberation to reach consensus. If this is not achieved, then a decision is made by voting based on agreed votes of more than 1⁄2 (half) of the members of the Board of Directors present;
• If the votes of those who agree and do not agree are balanced, the chair of the Board of Directors meeting will determine;
• Each member of the Board of Directors present shall be 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 organizing the Board of Directors Meeting referred to, it can also be done through teleconferencing, video conferencing or through other electronic media facilities;
• Minutes of meetings resulting from the implementation of Directors' meetings must be made in writing and signed by all members of the Directors present and then the minutes of the meeting are submitted to all members;
• In the event that there are members of the Board of Directors who have not signed the results of the meeting, the concerned must mention the reasons in writing in a separate letter attached to the minutes of the meeting;
• Directors can make legal decisions without holding a Board of Directors Meeting, provided that all members of the Board of Directors 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

The Board of Directors is required to submit monthly and annual reports to the Financial Services Authority (OJK).