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Board of Directors Charter

This Charter is prepared as a guideline for the Board of Commissioners in carrying out their duties and responsibilities in efficient manner, effective, transparent, competent, independent, and accountable for so that can be accepted by all interested parties and in accordance with the applicable laws and regulations.

Legal basis:

    1. Law No.40 of 2007 Limited Liability Company;
    2. Capital Market Law No. 8 of 2017;
    3. Financial Services Authority Regulation No.33 / POJK.04 / 2014 concerning Directors and Commissioners of Issuers or Public Companies;
    4. Regulation of the Indonesia Stock Exchange;
    5. Company Articles of Association ("Articles of Association").

Code of Ethics

  1. Members of the Board of Commissioners are     responsible to the Company and therefore act and make decision for the benefit of the Company;
  2. Any and all confidential or important information obtained during office must be kept confidential in accordance with applicable laws and regulations;
  3. Each Member of the Board of Commissioners is prohibited from taking actions that have a conflict of interest, especially those that may result any personal benefits.

Membership of the Board of Commissioners

    1. The Board of Commissioners must consist of at Least 3 (three) members, including the Independent Commissioner whose number subject to the requirements of any prevailing laws of the capital market. If appointed more than one member of the Board of Commissioners, one of them can be appointed as President Commissioner;
    2. The company must have an Independent Commissioner, whose member of the Board of Commissioners is derived from outside the Company;
    3. The composition, requirements, nominations and appointments of members of the Board of Commissioners are determined by the GMS in accordance with the provisions of the Articles of Association and the applicable laws and regulations;
    4. Members of the Board of Commissioners are appointed by the GMS, for a period from the date specified in the GMS that appoints them to the closing of the fifth annual GMS from the date of their appointment, without prejudice to the right of the GMS to terminate it at any time;
    5. Each member of the Board of Commissioners can be re-elected for the next term of office.

Board of Commissioners' Term of Office
End term of office of the Board of Commissioner as stipulated below:

  1. The position of the members of the Board of Commissioners will end under the following reason:
    1. Resignation;
    2. Do not longer meet the requirements of the  applicable laws;
    3. Died;
    4. Term of office ends;
    5. Dismissed based on the resolution of the GMS.
  2. The member of the Board of Commissioners has the right to resign from his position by notifying in writing of the intention to the Company at least 90 (ninety) days before the date of his resignation. The company must hold a GMS to decide on the application for the resignation of a member of the Deity of the Commissioner no later than 90 (ninety) days after the receipt of the letter of resignation.
  3. In the event that the Company does not hold the GMS within 90 (ninety) days, then with the expiration of that period the resignation of the members of the Board of Commissioners becomes valid without the approval of the GMS.

Duties and Responsibilities of the Board of Commissioners

  1. Carry out the duties, authorities and responsibilities in accordance with the Articles of Association of the Company, carry out the decisions of the Annual GMS and / or the Extraordinary GMS as well as the applicable laws and regulations in good faith, due care and responsible;
  2. Carry out the supervisory and advisory duties to the Board of Directors regarding the Company's business activities carried out by the Board of Directors in accordance with the business strategy, corporate governance, implementation of internal controls and the Company's compliance with applicable laws and regulations;
  3. Carry out the function of Nomination and Remuneration for members of the Board of Directors and members of the Board of Commissioners;
  4. Under certain conditions, the Board of Commissioners must hold the Annual GMS and other GMS in accordance with their authorities as stipulated in laws and statutes;
  5. Supervise the Board of Directors in maintaining the balance of interests of all parties;
  6. Prepare reports on the activities of the Board of Commissioners which are part of the report on the implementation of Good Corporate Governance;
  7. Monitor the effectiveness of the implementation of Good Corporate Governance;
  8. Establish an Audit Committee and other committees in accordance with the requirements and applicable laws and regulations and evaluate the performance of the committee that assists the implementation of the duties and responsibilities of the Commissioner;
  9. Hold regular meetings with the Board of Directors and the Audit Committee to discuss the Company's performance;
  10. Monitor the Company's compliance with applicable laws and regulations;
  11. Ensure that the Board of Directors has followed up on audit findings and recommendations from the Company's Internal Audit Division, External Auditors, results of supervision of the Financial Services Authority and / or the results of supervision by other authorities;
  12. Research and review periodic reports and annual reports prepared by the Directors;
  13. Sign the Company's Long Term Plan (RJPP) as well as the Company's Work Plan and Budget (RKAP);
  14. Supervise the implementation of the Company's Long Term Plan (RJPP) as well as the Company's Work Plan and Budget (RKAP);
  15. Supervise the implementation of risk management.

This Charter of the Board of Commissioners is made and resolve for being implemented and be reviewed periodically in accordance with the applicable laws and regulations and with due concern of the business development of the Company.

Disahkan         : Di Jakarta
Tanggal           : 03 Desember 2018

BOARD OF COMMISSIONER

Mohamad Noer
President Commissioner

Marcel Han Liong Tjia
Commissioner

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