Board Of Directors Charter
THE COMPANY'S BOARD OF DIRECTORS CHARTER
1. DUTIES AND RESPONSIBILITIES
- The Board of Directors carries out and is responsible for the management of the company in good faith, responsibly and prudently in the interest of the Company according to the objectives and goals of the company as set out in the Corporate Articles of Association;
- The Board of Directors shall conduct annual GMS and other GMS as stipulated in laws and regulations and the Corporate Articles of Associations;
- The Board of Directors can establish committees in order to support effective implementation of duties and responsibilities and should evaluate the committee’s performance at the end of each fiscal year;
- The Board of Directors has the authority to carry out management function in accordance with appropriate policies, and the objectives and goals set forth in the Corporate Articles of Association; and
- The Board of Directors has the authority to represent the Company inside or outside the court.
2. COMPOSITION AND MEMBERSHIP STRUCTURE
- The Board of Directors of a Company shall at least consists of 2 (two) members, that one of its members shall be appointed as the president director;
- Members of the Board of Directors are appointed, dismissed and can be reappointed by General Meeting of Shareholders (GMS);
- One(1) period of service of a member of Board of Directors shall last no longer than five(5) years or until the closing of annual GMS at the end of 1 (one) period of the service;
- Members of the Board of Directors can concurrently if it does not contradict with other laws and regulations, it can concurrently serve as:
-Members of Board of Directors of not more than one(1) other public company;
-Members of Board of Commissioners of not more than three(3) other Public Companies; and/or
-Members of the committee of not more than five (5) committees at the Company where the individuals serve as members of Board of Directors or Board of Commissioners.
Qualifications at the time of appointment and during the tenure:
- Having good characters, morals, good integrity and legally competent;
- Committed to complying with the laws and regulations;
- Have the knowledge and/or expertise in the field needed by Company; and
- Within the period of 5 (five) years prior to the appointment and during the tenure:
-Never been declared bankrupt or were convicted of causing a company being declared bankrupt;
-Never been convicted of criminal offenses resulting in state financial loss and/or related to the financial sector; and
-Never become members of Board of Directors and/or Board of Commissioners who during the tenure failed to conduct an annual GMS; their accountability as members of Board of Directors and/or Board of Commissioners was rejected by GMSand failed to meet its obligation to submit the financial reports to the Financial Services Authority.
- The Board of Directors must conduct a regular meeting, at least once each month;
- The Board of Directors shall conduct a regular meeting with the Board of Commissioners, at least once every four(4) months;
- The minimum participants in the Committee meeting is 51% (fifty-one) percent;
- The attendance of the members of the Board of Directors in the meeting shall be disclosed in the annual report of the Public Company;
- The decision making by the Board of Directors is done based on a deliberative consensus;
- All results of Directors meeting and Directors meeting with the Board of Commissioners must be incorporated into minutes of the meeting, signed by all attending members of Board of Directors and/or board of Commissioners and distributed to all members of Board of Directors and/or Board of Commissioners; and
- Minutes of the meeting must be documented by the Issuer or Public Company.
4. DUTIES AND RESPONSIBILITIES
Directors have the obligation to submit financial reports to the Financial Services Authority.