Working Guidelines of BoD and BoC

Working Guidelines of BoD and BoC

THE COMPANY’S BOARD OF DIRECTORS CHARTER

DUTIES AND RESPONSIBILITIES

  1. The Board of Directors carries out and is responsible for the management of the company in good faith, responsibly and prudently in the interest of the Company according to the objectives and goals of the company as set out in the Corporate Articles of Association;
  2. The Board of Directors shall conduct annual GMS and other GMS as stipulated in laws and regulations and the Corporate Articles of Associations;
  3. The Board of Directors can establish committees in order to support effective implementation of duties and responsibilities and should evaluate the committee’s performance at the end of each fiscal year;
  4. The Board of Directors has the authority to carry out management function in accordance with appropriate policies, and the objectives and goals set forth in the Corporate Articles of Association; and
  5. The Board of Directors has the authority to represent the Company inside or outside the court.

COMPOSITION AND MEMBERSHIP STRUCTURE

  1. The Board of Directors of a Company shall at least consists of 2 (two) members, that one of its members shall be appointed as the president director;
  2. Members of the Board of Directors are appointed, dismissed and can be reappointed by General Meeting of Shareholders (GMS);
  3. One(1) period of service of a member of Board of Directors shall last no longer than five(5) years or until the closing of annual GMS at the end of 1 (one) period of the service;
  4. Members of the Board of Directors can concurrently if it does not contradict with other laws and regulations, it can concurrently serve as:
  • Members of Board of Directors of not more than one(1) other public company;
  • Members of Board of Commissioners of not more than three(3) other Public Companies; and/or
  • Members of the committee of not more than five (5) committees at the Company where the individuals serve as members of Board of Directors or Board of Commissioners.

Qualifications at the time of appointment and during the tenure:

  1. Having good characters, morals, good integrity and legally competent;
  2. Committed to complying with the laws and regulations;
  3. Have the knowledge and/or expertise in the field needed by Company; and
  4. Within the period of 5 (five) years prior to the appointment and during the tenure:
  • Never been declared bankrupt or were convicted of causing a company being declared bankrupt;
  • Never been convicted of criminal offenses resulting in state financial loss and/or related to the financial sector; and
  • Never become members of Board of Directors and/or Board of Commissioners who during the tenure failed to conduct an annual GMS; their accountability as members of Board of Directors and/or Board of Commissioners was rejected by GMS and failed to meet its obligation to submit the financial reports to the Financial Services Authority.

MEETINGS

  1. The Board of Directors must conduct a regular meeting, at least once each month;
  2. The Board of Directors shall conduct a regular meeting with the Board of Commissioners, at least once every four(4) months;
  3. The minimum participants in the Committee meeting is 51% (fifty-one) percent;
  4. The attendance of the members of the Board of Directors in the meeting shall be disclosed in the annual report of the Public Company;
  5. The decision making by the Board of Directors is done based on a deliberative consensus;
  6. All results of Directors meeting and Directors meeting with the Board of Commissioners must be incorporated into minutes of the meeting, signed by all attending members of Board of Directors and/or board of Commissioners and distributed to all members of Board of Directors and/or Board of Commissioners; and
  7. Minutes of the meeting must be documented by the Issuer or Public Company.
  1. DUTIES AND RESPONSIBILITIES

Directors have the obligation to submit financial reports to the Financial Services Authority.

THE COMPANY’S BOARD OF COMMISSIONER CHARTER

The Board of Commissioners is an organ of an Issuer or a Public Company that is in charge for conducting a general and/or specific oversight in accordance with the Articles of Association as well as providing advice to the Board of Directors.

DUTIES AND RESPONSIBILITIES

  • The Committee duties and responsibilities to the Board of Commissioners are as follow:
  • The Board of Commissioners has the duty of supervision and is responsible for the supervision on management policies, general management, either of the Issuer or Public Company or its businesses, and provide advice to the Board of Directors.
  • Under certain conditions, the Board of Commissioners shall conduct the Annual General Meeting of Shareholders (GMS) and other GMS in accordance with its authority.
  • The Board of Commissioners must establish an Audit Committee and may establish other committees.
  • The Board of Commissioners should evaluate the performance of any committees supporting the Board of Commissioners in conducting its duties and responsibilities at the end of each financial year.

COMPOSITION AND MEMBERSHIP STRUCTURE

  • The Board of Commissioners shall at least consist of 2 (two) members.
  • The Board of Commissioners consists of 2 (two) members, 1 (one) of them shall be an Independent Commissioner, if the Board of Commissioners consists of more than 2 (two) members, the number of Independent Commissioners should be accounted for at least 30% (thirty percent) of the total number of members of Board of Commissioners.
  • 1 (one) of the members of Board of Commissioners shall be appointed as the Chief Commissioner or President Commissioner.
  • Independent commissioner must also fulfil the following requirements:
  • Not an individual who worked or had the authority and responsibility to plan, lead, control or supervise activities of the Issuer of Public Company within the last 6 (six) month, unless in the context of re-appointment as the Independent Commissioner for the following period.
  • Does not directly or indirectly own shares at the Company.
  • Does not have an affiliation with the Issuer or Public Company, members of Board of Commissioners, members of Board of Directors, or the main shareholders of the Company.
  • Does not have a business relationship, which is directly or indirectly associated with the business activities of the Company.

MEETINGS

  • The Board of Commissioners meetings is held periodically according to the Company needs, at least 6 (six) times in a year;
  • The minimum participants in the Board of Commissioners meeting are 51% (fifty-one) percent;
  • The decision in the Board of Commissioners meeting is taken a base on deliberation principles;
  • Every Board of Commissioners meeting is being noted in the minutes of the meeting, well-documented, signed by every Commissioner member that participate in the meetings, and submitted to the Board of Commissioners;

DUTIES AND RESPONSIBILITIES

Under certain conditions, the Board of Commissioners shall conduct the annual GMS and other GMS in accordance with its authority under the law and as stipulated in the corporate articles of association.