Good Corporate Governance (Board of Commissioners)

Meeting of The Board of Commissioners

  1. The Board of Commissioners meeting must be held at least 1 (one) time in 2 (two) months and can also be held at any time if deemed necessary by 2 (two) members of the Board of Commissioners.
  2. Summons for Board of Commissioners Meetings are sent by registered letter or delivered directly with a proper receipt or by telegram or telex or fax confirmed in writing, which call must be released to the members of the Board of Commissioners no later than 14 (fourteen) days before the Meeting is held or in a shorter period of time in an urgent situation, namely no later than 3 (three) days before the Meeting without taking into account the summons and the date of the Meeting, the urgent condition shall be determined by the Board of Commissioners.
  3. The calling of the Meeting must include the event, date, time and place of the Meeting.
  4. Meetings of the Board of Commissioners are held at the Company's place of domicile or elsewhere determined by the Board of Commissioners, provided they are within the territory of the Republic of Indonesia. If all members of the Board of Commissioners are present and represented, the first call is not implied and the Board of Commissioners' Meeting can be held anywhere as long as it is within the territory of the Republic of Indonesia and has the right to make legitimate and binding decisions.
  5. The President Commissioner presides at the Meeting, if the President Commissioner does not attend or unable to attend the Meeting, which does not need to be proven to a third party, the Meeting is presided by one of the Board of Commissioners chosen by and from the Board of Commissioners present at the Meeting.
  6. A member of the Board of Commissioners can only be represented at the Board of Commissioners' Meeting by another member of the Board of Commissioners based on a power of attorney.
  7. Meetings of the Board of Commissioners are only valid and can make decisions if more than 1/2 (one-half) of the Commissioner is present or represented at the Meeting. The presence of members of the Board of Commissioners must be disclosed in the Company's annual report.
  8. Decisions of the Board of Commissioners' Meetings must be taken based on deliberation to reach consensus. In the case of a deliberation decision to reach a consensus it is not fulfilled, then the sincerity of the decision by voting agrees more than 1/2 (one-half) part of the number of votes issued legally at the Meeting.
  9. If the votes agreed and the votes that does not agree are equally balanced, the proposal is deemed rejected.
    1. Each member of the Board of Commissioners has the right to issue 1 (one) vote and an additional I (one) vote for each other member of the Board of Commissioners he represents.
    2. Each member of the Board of Commissioners who is personally in any way, directly or indirectly, has an interest in a proposed transaction, contract or contract, in which the Company becomes one of the parties must state the nature of interest in a Board of Commissioners Meeting and has no right to participate in voting on matters relating to the transaction or contract, except if the Board of Commissioners Meeting determines otherwise.
    3. Voting on persons is carried out with closed letters without signatures while voting on other matters is carried out verbally, unless the Chairperson of the Meeting determines otherwise without objection from those present.
  11. Minutes of the Board of Commissioners' Meeting are signed by the Chairperson of the Meeting and another member of the Board of Commissioners is present, and / or represented at the Meeting concerned. If the minutes are made by a Notary, the signatures are not indicated.
  12. Minutes of the Board of Commissioners 'meetings made in accordance with the provisions of paragraph 12 of this article are valid evidence regarding decisions adopted by the relevant Board of Commissioners' Meeting, whether for members of the Board of Commissioners or for third parties.
  13. The Board of Commissioners can also make legitimate and binding decisions without convening a Board of Commissioners Meeting, provided that all members of the Board of Commissioners agree in writing by signing the proposal in question. Decisions taken in this way have the same strengths as decisions that are legitimately entered into at the Board of Commissioners' Meeting.
  14. The Board of Commissioners must hold regular meetings with the Board of Directors at least 1 (one) time in 4 (four) months.