The Board of Commisioners Charter

The Board of Commissioners Charter is constructed to provide guidance for all members of the Board of Commissioners in managing and operating the Company, in order for the Board of Directors to manage and operate the Company in accordance with the Company’s Articles of Association, Code of Conduct and the provisions of applicable laws and regulations.

1. The Board of Commissioners must fulfill their duties and responsibilities in good faith and in a prudent manner while conducting supervision on management policies, management operations in general, concerning both the Company and the Company’s business, and provide advice to the Board of Directors.

2. In order to support the effectiveness of the fulfillment of its duties and responsibilities, the Board of Director shall establish an Audit Committee and may establish other committees, and must conduct evaluation on the performance of such committees assisting the fulfillment of the Board of Commissioners’ duties and responsibilities at every end of financial year.

1. If all members of the Board of Directors are temporarily suspended or if due to whatsoever reasons the Company does not have any member of the Board of Directors, then temporarily the Board of Commissioners shall be obliged to manage the Company. In such event, the Board of Commissioners shall be entitled to grant temporary power to one or more among the members of the Board of Commissioners on account of the Board of Commissioners.

2. In the event that there is only one member of the Board of Commissioners, all duties and authorities given to the President Commissioner or members of the Board of Commissioners stioulated in the Company’s Articles of Association shall apply to him/her as well.

1. The Board of Commissioners at any time within business hours of the Company shall be entitled to enter into the buildings and premises or other places used or controlled by the Company and shall be entitled to examine all bookkeepings, letters and other evidentiary records, to examine and compare the condition of the cash-flow etc., and shall be entitled to remain informed about all actions carried out by the Board of Directors.

2. The Board of Directors and any member of the Board of Directors shall be obliged to provide explanation regarding any matters questioned by the Board of Commissioners.

3. At any time, the Board of Commissioners, based on a resolution of the Meeting of the Board of Commissioners, may temporarily suspend one or more member(s) of the Board of Directors from their positions if such member(s) of the Board of Directors takes any actions conflicting with the Company’s Articles of Association and/or the prevailing provisions of laws and regulations, with due observance to the provisions as follows:

   1. Such temporary suspension must be notified in writing to the relevant member of the Board of Directors, with a carbon copy for the Board of Directors, by stating the reasons there of within no later than 2 (two) calendar days after the effectiveness of the temporary suspension.

   2. The temporarily suspended member of the Board of Directors shall not have the authority to conduct the management of the Company in any matters concerning the Company pursuant to the purposes and objectives of the Company, either inside or outside the court. Such limitation of authority takes effects as of the resolution of the temporary suspension by the Board of Commissioners until:

      1. There is a resolution of RUPS confirming or cancelling such temporary suspension;

      2. In the event that there has been a lapse of period to hold the RUPS, or the RUPS does not result in a resolution, or the RUPS cancels the temporary suspension, then such temporary suspension shall be null and void, and the relevant member of the Board of Directors is entitled to his/her initial position as member of the Board of Directors.

   3. Within no later than 90 (ninety) calendar days after such temporary suspension, the Board of Commissioners must hold a RUPS to achieve a resolution on either revoking or confirming such temporary suspension. The Company is oblige to disclose the information to the public and the Financial Services Authority (OJK) no later than 2 (two) business days after the RUPS.

   4. In the RUPS, the relevant member of the Board of Directors shall be given an opportunity to defend him/herself.

4. Every Member of the Board of Commissioners shall be jointly and severally liable to the loss of the Company caused by the fault or negligence of the Member of the Board of Directors in carrying out his/her duties.

5. A member of the Board of Commissioners shall not be deemed liable to the loss of the Company if he/she can prove that:

   1. such loss is not caused by his/her fault or negligence;

   2. he/she has conducted supervision in good faith and in a prudent manner for the interest of the Company pursuant to the purpose and objectives of the Company;

   3. he/she does not have any conflict of interest, directly or indirectly, with actions of supervision causing the loss; and

   4. he/she has taken actions to prevent the incurrence and the continuation of such loss.

1. The Board of Commissioners shall consist of at least 2 (two) or more persons. In the event that the Board of Commissioners consists of 2 (two) persons, one of them shall be Independent Commissioner. In the event that the Board of Commissioners consist of more than 2 (two) people, one among them may be appointed President Commissioner, with due observance to the provision on the appointment of Independent Commissioner and pursuant to the prevailing provisions of laws including those in the Capital Market sector. Every member of the Board of Commissioners shall not act severally, but instead shall act based on the resolution of the Board of Commissioners or based on the appointment from the Board of Commissioners.

2. Those who may be appointed as Members of the Board of Commmissioners are individuals fulfilling the requirements, upon their appointment and during their terms of office:

   1. having good character, moral and integrity;

   2. capable of conducting legal actions;

   3. within 5 (five) years prior to the appointment and during term of office:

      1. have never been declared bankrupt;

      2. have never been members of the Board of Directors and/or Members of the Board of Commissioners declared guilty in causing a company to be declared bankrupt;

      3. have never been punished due to committing criminal actions causing loss toward the state’s finance an/or relating to the financial sector;

      4. have never been Members of the Board of Directors and/or Members of the Board of Commissioners, who, during their terms of office:

         1. have missed to hold annual General Meeting of Shareholders (RUPS).

         2. have had their accountability as Members of the Board of Directors and/or Members of the Board of Commissioners been rejected by the RUPS or have failed to give their accountability as Members of the Board of Directors and/or Members of the Board of Commissioners;

         3. have caused a company which has obtained license, approval or registration from the Financial Services Authority (OJK) not to fulfill its obligation to submit annual report and/or financial report to the OJK.

   4. have commitment to comply with the the laws and regulations; and

   5. have knowledge and/or expertise in the field required by the Company.

3. In addition to fulfilling the above-mentioned provisions, the Independent Commissioner shall must fulfill the requirements as follows:

   1. is not a person working or having authorities and reponsibilites to plan, lead, control or supervise the activities of the Company within a period of the last 6 (six) months, except for the re-appointment as an Independent Commissioner for the following period;

   2. does not own any shares in the Company, either directly or indirectly;

   3. does not have any affiliate relationship with the Company, members of the Board of Commissioners, members of the Board of Directors, or the main shareholders of the Company; and

   4. does not have any business relationship, directly or indirectly, relating to the Company’s business activities.

4. The requirements of the members of the Board of Commissioners must comply with:

   1. the law concerning Limited Liability Company.

   2. the regulations of the Capital Market.

   3. the regulations concerning the business activities of the Company.

5. The fulfillment of the requirements as members of the Board of Commissioners must be verified in a statement signed by the relevant candidate for members of the Board of Commissioners and delivered to the Company. The statement must be perused and documented by the Company.

6. The Company must hold the RUPS to resolve on the replacement of member(s) of the Board of Commissioners who no longer fulfill the requirements as members of the Board of Commissioners.

7. Members of the Board of Commissioners may, after the expiry of their terms of service, be re-appointed pursuant to the resoloution of the RUPS.

8. The RUPS may terminate any member(s) of the Board of Commissioners at any time by stating the reason thereof.

9. Such termination of members of the Board of Commissioners may take place if the relevant member of the Board of Directors no longer fulfills the requirements as members of the Board of Commissioners.

10. Resolution on the termination of the relevant member of the Board of Commissioner shall be adopted after the relevant member of the Board of Commissioners has been allowed an opportunity to defend him/herself in the RUPS;

11. The members of the Board of Commissioners shall be appointed and dismissed by the RUPS. The appointment takes effect as of the date determined in the RUPS in which the relevant member of the Board of Comissioner is appointed and ends at the closing of the 5th (fifth) Annual RUPS after the appointment date of the relevant member of of the Board of Commissioners, unless otherwise determined in the RUPS.

12. The Members of the Board of Commissioners, after the end of their terms of office, may be re-appointed pursuant to the resolution of the RUPS.

13. The dismissal of members of the Board of Commissioners is effective as of the closing of the RUPS or as of the date determined in the resolution of the RUPS.

14. A Member of the Board of Commissioners shall be entitiled to resign from his/her office by providing written notification concerning his/her intention to the Company no later than 30 (thirty) calendar days prior to his/her resignation;

15. The Company must hold the RUPS to resolve the resignation of the relevant Member of the Board of Commissioners within a period of no later than 90 (ninety) calendar days after the receipt of the resignation letter;

16. In the event that the Company does not hold any RUPS within 90 (ninety) calendar days after the receipt of the resignation letter, then the resignation of the relevant member of the Board of Commissioners shall become valid without requiring any approval from the RUP, with due observance to the provisions of Company’s Articles of Association concerning the requirements as members of the Board of Commissioners;

17. Prior to the effectiveness of such resignation, the relevant member of the Board of Commissioners remains obliged to complete his duties and responsibilities pursuant to the Company’s Articles of Association and prevailing provisions of law and regulations;

18. The resigned Member of the Board of Commissioners remains liable to his/her duties and responsibilities as member of the Board of Commissioners as of his/her appointment as member of the Board of Commissioners up to the approval of his/her resignation in the RUPS.

19. The release and discharge of liabilities of the resigned Member of the Board of Commissioners shall be given after the release and discharge by the Annual RUPS;

20. The term of office of a Member of the Board of Commissioner shall automatically end if such Member of the Board of Commissioners:

    1. has completed his term of office; or

    2. is declared bankrupt or placed under curatele based on a court decision; or

    3. passes away; or

    4. is dismissed based on the resolution of the RUPS.

21. The salary, honorarium, and other benefits for members of the Board of Commissioners are determined by the RUPS.

22. A member of the Board of Commissioners can serve double positions in compliance with the prevailing provisions of laws and regulations including those in the Capital Market sector;

23. An Independent Commissioner who has served 2 (two) terms of office can be re-appointed for the following period as long as the relevant Independet Commissioner declare him/herself as remaining independent to the RUPS, and such statement of his/her independence shall be disclosed in the annual report;

24. In the event that an Independent Commissioner is also a member of the Audit Committee, the relevant Independent Cmmissioner can only be re-appointed as member of the Audit Committee for 1(one) term of office of the Audit Committee for the following period.

25. The proposal of appointment, dismissal and/or replacement of members of the Board of Directors to the RUPS must be submitted with due observance to the recommendations of the Board of Commissioners or the committee carrying out the nomination function.

1. The Board of Commissioners must held the Meeting of the Board of Commissioners at least 1 (one) time within 2 (two) months.

2. The Board of Commissioners must hold a meeting with the Board of Directors periodically at least 1 (one) time within 4 (four) months;

3. The Board of Directors may hold the Meeting at any time if:

   1. deemed necessary by 1 (one) or more member of the Board of Commissioners; or

   2. deemed necessary by 1 (one) or more member of the Board of Directors; or

   3. upon a written request from 1(one) or more shareholders jointly or severally representing 1/10 (one tenth) or more of the total issued voting shares in the Company;

4. The Notice of the Meeting of the Board of Commissioners shall be issued by the President Commissioner. In the event that the President Commissioner is incapacitated due to whatsoever reasons, in which no evidence to third party need to be presented, then 1 (one) member of the Board of Commissioners appointed by the President Commissioner is entitled and authorized to issue the Notice of the Meeting of the Board of Commissioners.

5. The Notice of the Meeting of the Board of Commissioners must be delivered in any manner in the written form which shall be delivered to every member of the Board of Commissioners no later than 5 (five) calendar days prior to the holding of the Meeting without calculating the date of the Notice and the date of the Meeting or, under urgent circumstances, in any period shorter than such as determined by the President Commissioner or a member of the Board of Commissioner entitled to represent the Company in compliance with the Company’s prevailing mechanism, unless determined otherwise by prevailing regulations. If all members of the Board of Commissioner are present or represented in the meeting of the Board of Commissioners, such prior notice shall not be mandatory.

6. Such notice must contain the agenda, date, time and venue of the Meeting.

7. The Meeting of the Board of Directors shall be held at the domicile of the Company or at the domicile of the Stock Exchange where the shares of the Company are listed or anywhere else within the territory of the Republic of Indonesia as deemed necessary so long as it is not in conflict with the prevailing provisions regulations;

8. The Meeting of the Board of Commissioners shall be chaired by the President Commissioner. In the event that the President Commissioner is not present or is incapacitated to attend the Meeting due to whatsoever reason, in which no evidence to third party need to be presented, then a Member of the Board of Commissioners among and appointed by the Members of the Board of Commissioners present at such Meeting shall chair the Meeting of the Board of Commissioners;

9. A member of the Board of Commissioners may be represented at the Meeting of the Board of Commissioners only by another member of the Board of Commissioners by virtue of a power of attorney.

10. The Meeting of the Board of Commissioners is valid and entitled to adopt binding resolutions if more than 1/2 (one half) of the members of the Board of Commissioners are present or represented at such Meeting.

11. The adopting of a resolution of the Meeting of the Board of Commissioners shall be conducted based on amicable discussion to reach concensus, and in the event that such concensus is not reached than the adopting ot a resolution of the Meeting of the Board of Commissioners shall be based on the affirmative votes reaching at least 1/2 (one half) of total valid votes cast in the Meeting.

12. Where there is an equality of votes, the Chairman of the Meeting shall decide on the resolution of the Meeting.

13. Every member of the Board of Commissioners attending the meeting shall be entitled to cast 1 (one) vote and an additional 1 (one) vote for every other member of the Board of Commissioners he/she represents.

14. The result of the Meeting must be contained in minutes of meeting prepared by a person present at the Meeting and appointed by the Chairman of the Meeting, signed by Chairman of the Meeting and all members of the Board of the Commissioners present, to be delivered to all members of the Board of the Commissioners;

15. Voting concerning individuals shall be conducted with closed and unsigned ballot paper, whilst voting concerning other matters shall be conducted verbally except if the Chairman of the Meeting determines otherwise without any objection from those present. Blank votes and invalid votes are deemed not validly cast and thus non-existence, hence not calculated in deciding total votes cast.

16. The result of the Meeting of the Board of Directors with the Board of Commissioners must be contained in minutes of meeting signed by all members of the Board of Directors and all members of the Board of Commissioners present, to be delivered to all members of the Board of the Directors and all members of the Board of Commissioners;

17. In the event that there is a member of the Board of Directors and/or member of the Board of Commissioners who does not sign the result of the Meeting, the relevant member must state the reasons thereof in writing in a separate letter attached to the minutes of meeting;

18. The minutes of meeting must be documented by the Company.

19. The minutes of meeting constitutes valid evidence concerning the resolutions adopted at the relevant Meeting of the Board of Commissioners, either for the members of the Board of Directors or for third parties;

20. Board of Commissioners may also adopt valid and binding resolutions without holding a Meeting of the Board of Commissioners, provided that all members of the Board of Commissioners have been notified in writing concerning the relevant proposals and all members of the Board of Commissioners shall give approval concerning the proposals submitted in writing and shall sign such aaproval. Resolutions adopted in such manner have the same validity with resolutions lawfully adopted at the Meeting of the Board of Commissioners.

A newly appointed member of the Board of Commissioners will be provided with an orientation program, in the form of a presentation, meeting, or visit to the domicile of the Company and will be accompanied by the President Commissioner or President Director.

1. Every member of the Board of Commissioners are prohibited from taking personal benefit from the activities of the Company other than the salary, benefits, and facilities as per determined by the Board of Commissioners and/or RUPS.
2. Every member of the Board of Commissioners are prohibited from giving, offering, or receiving, either directly or indirectly, anything of economic value to/from either the customers or partners of the Company or government officials in order to influence or as a reward for the relevant person’s actions or other actions of similar intention, pursuant to the prevailing provisions of laws.