The Board of Directors Charter

The Board of Directors Charter is constructed to provide guidance for all members of the Board of Directors 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.

To lead and operate the Company’s business affairs with sound policy and in accordance with the Company’s purpose and objectives as stipulated in the Articles of Association.

1. Together with the Board of Commissioners, develop a Charter binding upon all the Company’s Members of the Board of Directors and Members of the Board of Commissioners pursuant to the prevailing provisions of laws and regulations.

2. Together with the Board of Commissioners, develop a Code of Conduct binding upon upon all the Company’s Members of the Board of Directors and Members of the Board of Commissioners, employees and supporting organs pursuant to the prevailing provisions of laws and regulations.

3. Each Member of the Board of Directors must fulfill their duties in good faith and in a responsible, prudent manner while adhering to the Company’s Articles of Association and the provisions of applicable laws and regulations.

1. The Board of Directors shall be authorized to represent the Company lawfully and directly, etither inside or outside the court, concerning all things and in all events, to bind the Company with another party and another party with the Company and to carry out all actions, concerning either the management and or ownership, with limitation as stipulated in the Company’s Articles of Association and the prevailing provisions of laws and regulations.

2. Without prejudice to the responsibility of the Board of Directors,the Directors are entitled to, by power of attorney, legally appoint a proxy or more to be granted authorities not exceeding those vested in or exercisable by the Directors under the Company’s Articles of Association and the prevailing provisions of laws and regulations.

3. The allocation of duties and authorities of every Member of the Board of Directors shall be determined by the General Meeting of Shareholders – Rapat Umum Pemegang Sahan (RUPS) – and in the event that the RUPS does not determine it, the allocation of duties and authorities of every Member of the Board of Directors shall be determined based on the resolution of the meeting of the Board of Directors.

4. In the event that there is a conflict of the interest of the Company and the personal interest of one of the Members of the Board of Directors, the Company shall be represented by another Member of the Board of Directors and in the event that the Company has a conflict of interest with all Members of the Board of Directors, the Company shall be represented by the Board of Commissioners, at all times pursuant to the prevailing provisions of laws and regulations.

5. Every Member of the Board of Directors 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.

1. The Board of Directors shall consist of at least 2 (two) or more people, with a composition of:

   1. 1 (one) President Director

   2. 1 (one) Director or more, one of which can be appointed as Vice President Director, with due observance to the prevailing provisions of laws and regulations including those in the Capital Market Sector.

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

   1. having good character, moral and integrity;

   2. capable to do 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 OJK not to fulfill its obligation to submit annual report and/or financial report to the OJK;

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

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

3. Members of the Board of Directors are appointed and dismissed by RUPS as stipulated in the Company’s Article of Association.

4. The Members of the Board of Directors, after the end of their terms of office, may be re-appointed pursuant to the resolutions of the RUPS;

5. A Member of the Board of Directors 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;

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

7. The resigned Member of the Board of Directors remains liable to his/her duties and responsibilities as of his/her appointment up to the effectiveness of his/her resignation as determined in the RUPS.

8. The release and discharge of liabilities of the resigned Member of the Board of Directors shall be given after the release and discharge by the Annual RUPS.

9. The term of office of a Member of the Board of Directors shall automatically end if such Member of the Board of Directors:

   1. has completed his term of office; or

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

   3. has his/her resignation approved by the RUPS; or

   4. no longer fulfills the requirements of the prevailing provisions of laws and regulations; or

   5. passes away; or

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

10. In the event that a position of a member of the Board of Directors is vacant due to whatsoever reasons, causing the number of the members of the Board of Directors to become less than 2 (two) persons, then a RUPS must be held to fill such vacancy no later than 90 (ninety) calendar days as of such vacancy, with due observance to the prevailing provisions of laws and regulations in the Capital Market sector.

11. If the position of the President Director is vacant, and during the period the replacement has not been appointed or has not filled the position, then one of the Directors appointed by the Meeting of the Board of Directors shall carry out the obligations of the President Director and shall have the same authority and responsibility as the President Director.

12. A member of the Board of Directors can serve double positions in compliance with the prevailing provisions of laws and regulations and/or the prevailing provisions of laws and regulations in the Capital Market sector.

13. 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 Directors meeting must be held periodically at least 1 (one) time in every month;

2. The Board of Directors may hold a meeting at any time if :

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

   2. at the written request of one or more members of the Board of Commissioners; or

   3. at the written request of 1 (one) or more shareholders who together represent 1/10 (one tenth) or more of the total shares which has been issued by the Company with valid voting rights;

3. The Board of Directors must hold regular meetings with the Board of Commissioners at least 1 (one) time in 4 (four) months;

4. Invitation to the Board of Directors Meeting is made by members of the Board of Directors who are entitled to represent the Board of Directors according to the articles of association of the Company;

5. Invitation to the Board of Directors Meeting must be submitted by any means in written form to each member of the Board of Directors no later than 5 (five) calendar days prior to the meeting, with does not take into account the date of summons and the date of the meeting or in a shorter period of time in urgent circumstances as determined by the President Director or by members of the Board of Directors who are entitled to represent the Company and in accordance with the applicable mechanism in the Company, as long as it is not regulated otherwise by the applicable regulations; If all members of the Board of Directors are present or represented, such prior summons is not required and the Meeting of the Board of Directors has the right to make valid and binding decisions.

6. The summons must include the meeting agenda, date, time and place of the meeting.

7. Meetings of the Board of Directors are held at the domicile of the Company or at the place of business activity or at the domicile of the Stock Exchange at the place where the Company's shares are registered or in other areas in Republic of Indonesia, as long as it does not conflict with the applicable provisions;

8. The Board of Directors meeting is chaired by the President Director or Vice President Director. In the event that the President Director or Vice President Director is unable to attend, one of the members of the Board of Directors present and elected at the Board of Directors Meeting may become the Chairman of the Board of Directors Meeting.

9. A member of the Board of Directors may be represented at the Meeting of the Board of Directors only by another member of the Board of Directors based on a power of attorney.

10. The Board of Directors meeting is valid and has the right to make binding decisions if more than 1/2 (one half) of the total members of the Board of Directors are present or represented at the meeting .

11. Decision of the Board of Directors Meeting must be taken based on deliberation to reach consensus, if not reached, it will be taken based on the affirmative vote of at least 1/2 (one half) of the the number of votes legally cast in the Meeting.

12. If the votes that disagree and those who agree are balanced, the chairperson of the meeting will decide.

13. Each member of the Board of Directors present is entitled to cast 1 (one) vote and an additional 1 (one) vote for each other member of the Board of Directors he represents;

14. The results of the Board of Directors Meeting must be stated in the minutes of the meeting made by a person present at the meeting appointed by the chairman of the meeting and signed by all members of the Board of Directors present and submitted to all members of the Board of Directors;

15. Voting regarding individuals is carried out by closed ballot without a signature while voting on other matters is done verbally, unless the chairperson of the meeting determines otherwise without any objections from those present; Blank votes and invalid votes are considered not validly issued and are considered non-existent and are not counted in determining the number of votes cast.

16. The results of the meeting of the Board of Directors and the Board of Commissioners must be stated in the minutes of the meeting, signed by the members of the Board of Directors and members of the Board of Commissioners present and submitted to all members of the Board of Directors and members of the Board Commissioner;

17. In the event that a member of the Board of Directors and/or a member of the Board of Commissioners does not sign the results of the meeting, the person concerned must state the reasons in writing in a separate letter attached to the minutes meeting;

18. 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 Directors, either for the members of the Board of Directors or for third parties;

20. Board of Directors may also adopt valid and binding resolutions without holding a Meeting of the Board of Directors, provided that all members of the Board of Directors have been notified in writing concerning the relevant proposals and all members of the Board of Directors 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 Directors

A newly appointed member of the Board of Directors 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 Directors 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 Commissioner and/or RUPS.

2. Every member of the Board of Directors 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.