Good Corporate Governance (Board of Directors)

Duties, Responsibilities, and Authority of the Board of Directors

  1. The Directors are fully responsible for carrying out their duties in the interests of the Company in achieving their aims and objectives.
  2. Every member of the Board of Directors must in good faith and responsibly carry out their duties by heeding the applicable laws and regulations.
  3. The Board of Directors represents the Company both inside and outside the court regarding all matters and at all events, binding the Company to other parties and other parties with the Company as well as carrying out all actions, both those concerning the management and ownership, but with the restrictions that to :
    1. Transfer rights to non-movable goods owned by the Company up to 50% (fifty percent) of the Company's net worth in 1 (one) transaction or more that occur within 1 (one) year of the book, whether related to each other or not related one another.
    2. Obtain loans in the form of money and banking facilities on behalf of the Company from financial institutions or any party other than loans arising as a result of the Company's business activities.
    3. Lending Company money other than loans to employees and loans arising as a result of the Company's business activities.
    4. Bind the Company as a contractor in any form and method; become a guarantee of the Company's assets up to 50% (fifty percent) of the Company's net worth in 1 (one) transaction or more that occurs within a period of 1 (one) year good books relating to one another or not related to each other.
    5. Establishing or participating in establishing, participating in the Company or agencies both at home and abroad.
    6. Board of Directors' work plan and product selling price determination, it is required to have written approval from and / or the relevant deed signed by at least 2 (two) members of the Board of Directors by obtaining approval from the Board of Commissioners.
  4. The Board of Directors must seek approval of the General Meeting of Shareholders, in accordance with the statutory regulations in the capital market sector to transfer the Company's assets or become collateral for the Company's property debt which is more and 50% (thirty percent) of the Company's net assets in one or more transactions occurs within a period of one year relating to each other or not related to each other.
  5. The provisions referred to in this paragraph do not apply to the transfer action or guarantee of the Company's assets carried out by the Board of Directors in order to carry out the Company's business activities.
  6. The Board of Directors must request approval from the General Shareholders Meeting in accordance with the laws and regulations in the capital market sector to propose bankruptcy of the Company.
  7. The Board of Directors must pay attention to the laws and regulations in the capital market sector that regulate legal actions that must be approved by the General Meeting of Shareholders, and to fulfil these provisions, as regulated in the legislation of invitations in the field of capital markets and basic conditions, taking into account the provisions of Article 154 of the Law concerning Limited Liability Companies.
    1. The President Director is authorized to act for and on behalf of the Board of Directors and represent the Company.
    2. If the President Director is unable due to any reason, which does not need to be proven to a third party, one of the other members of the Board of Directors has the right and authority to act for and on behalf of the Board of Directors and represent the Company.
  9. Without reducing the responsibility of the Board of Directors has the right to appoint a power of attorney or more to act on the behalf of the Board of Directors and for that purpose must provide a power of attorney, in which the authority is authorized to carry out certain actions.
  10. The distribution of duties and authorities and types of income for each member of the Board of Directors shall be determined by the General Meeting of Shareholders and such authority by the General Meeting of Shareholders may be delegated to the Board of Commissioners.
  11. In the event that the Company has interests that are contrary to the personal interests of a member of the Board of Directors, this Company will be represented by other members of the Board of Directors. In the event that the Company has interests that are in conflict with the interests of all members of the Board of Directors, in this case the Company is represented by the Board of Commissioners, taking into account the applicable laws and regulations.
  12. In order to support the effectiveness of the implementation of its duties and responsibilities, the Board of Directors can form committees. The Board of Directors must evaluate the performance of the committee at the end of each financial year.
  13. Each member of the Board of Directors is jointly and severally responsible for the Company's losses caused by errors or omissions of members of the Board of Directors in carrying out their duties. However, members of the Board of Directors are held responsible for the loss of the Company proving :
    1. The loss is not due to an error or negligence; do management in good faith, full of responsibility and prudence on interests and in accordance with the purposes and objectives of the Company.
    2. Has no conflict of interest, either directly or indirectly for management actions that result in losses, and
    3. Has taken action to prevent such losses from arising or continuing.

Board of Directors Meeting

  1. Board of Directors meetings must be held periodically at least (one) foot in a month and can be held at any time if deemed necessary by 2 (two) members of the Board of Directors.
  2. Calls for Directors' Meetings are conducted by 2 (two) members of the Board of Directors.
  3. Summons for Directors' Meetings must be given in writing, directly given by receiving a receipt or by telegram, telex, facsimile, which is confirmed by a registered summons which must be sent to the members of the Board of Directors no later than 7 (seven) days before the Meeting is held or in a shorter period of time in an urgent situation, that is no later than 3 (three) days before the Meeting is held as determined by the President Director or 2 (two) members of the Board of Directors.
  4. The call must include the Meeting event, the date and time of the Meeting.
  5. The Board of Directors Meeting is held at the Company's place of domicile or at the place of the Securities Exchange in the place where the Company's shares are listed only in the territory of the Republic of Indonesia. If all members of the Board of Directors are present or represented, the first call is not required and a Board of Directors Meeting can be held anywhere and has the right to make legitimate and binding decisions.
  6. The Managing Director presides over the Board of Directors Meeting. In the event that the President Director is absent or unable to attend the Board of Directors' Meeting, which does not need to be proven to a third party, one of the Directors present at the Meeting may chair the Board of Directors Meeting.
  7. A member of the Board of Directors may be represented at a Board of Directors Meeting only by another member of the Board of Directors based on a power of attorney.
  8. Board of Directors meetings are legal and have the right to make binding decisions if more than 1/2 (half) of the total members of the Board of Directors are present or represented at the Meeting. The presence of Directors is disclosed in the annual report.
  9. Decisions of Directors' Meetings must be made based on deliberations to reach consensus. In the event that a decision does not reach consensus, the decision taken by voting agrees to more than 1/2 (half) part of the number of votes issued legally at the Meeting.
  10. If the votes that do not agree and the votes that agree are equally balanced, the proposal is deemed rejected.
    1. Each member of the Board of Directors present has the right to cast 1 (one) vote and an additional 1 (one) vote for each other member of the Board of Directors he represents.
    2. Every member of the Board of Directors who personally in any way, directly or indirectly has an interest in a transaction, contract or contract that is one of his parties must state the nature of interest in a Board of Directors Meeting and has no right to participate in taking şuara regarding matters relating to or the contract, except if the Directors' Meeting determines otherwise.
    3. Voting on people is carried out in closed letters while the collection of sound affects other matters verbally, unless the Chairperson determines otherwise.
  12. Minutes of the Board of Directors Meeting must be signed by all members of the Board of Directors present and / or represented at the relevant Meeting and submitted to all members of the Board of Directors. If the minutes are made by a Notary, the signatures are not required.
  13. Minutes of Board of Directors 'meetings made in accordance with the provisions of the 12 articles are valid evidence of the decisions taken by the Board of Directors' meeting, for the members of the Board of Directors and for third parties.
  14. The Board of Directors can also make legitimate and effective decisions without holding a Board of Directors Meeting, provided that all members of the Board of Directors agree in writing by signing the proposal in question. Decisions taken in this way have the same power as the decisions taken. Legally in the Board of Directors' Report.
  15. The Board of Directors must hold a meeting of the Board of Directors together with the Board of Commissioners periodically at least 1 (one) time in 4 (four) months.
  16. Minutes of meetings of the Board of Directors and the Board of Commissioners must be signed and the Board of Commissioners present in question and submitted and members of the Board of Commissioners. News by all members of the Board of Directors and / or represented at the Meeting to all members of the Board of Directors.