Board of Commissioner Charter

BOARD OF COMMISSIONERS

THE COMPANY'S BOARD OF COMISSIONER CHARTER

The Board of Commissioners is an organ of an Issuer or a Public Company that is in charge for conducting a general and/or specific oversight in accordance with the Articles of Association as well as providing advice to the Board of Directors.

1. DUTIES AND RESPONSIBILITIES

The Committee duties and responsibilities to the Board of Commisioners are as follow:

  • The Board of Commissioners has the duty of supervision and is responsible for the supervision on management policies, general management, either of the Issuer or Public Company or its businesses, and provide advice to the Board of Directors.
  • Under certain conditions, the Board of Commissioners shall conduct the annual General Meeting of Shareholders (GMS) and other GMS in accordance with its authority.
  • The Board of Commissioners must establish an Audit Committee and may establish other committees.
  • The Board of Commissioners should evaluate the performance of any committees supporting the Board of Commissioners in conducting its duties and responsibilities  at the end of each financial year.

2. COMPOSITION AND MEMBERSHIP STRUCTURE

  • The Board of Commissioners shall at least consist of 2 (two) members.
  • The Board of Commissioners consists of 2 (two) members, 1 (one) of them shall be an Independent Commissioner, if the Board of Commissioners consists of more than 2 (two) members, the number of Independent Commissioners should be accounted for at least 30% (thirty percent) of the total number of members of Board of Commissioners.
  • 1 (one) of the members of Board of Commissioners shall be appointed as the Chief Commissioner or President Commissioner.
  • Independent commissioner must also fulfill the following requirements:
    • Not an individual who worked or had the authority and responsibility to plan, lead, control or supervise activities of the Issuer of Public Company within the last 6 (six) month, unless in the context of re-appointment as the Independent Commissioner for the following period.
    • Does not directly or indirectly own shares at the MNC Kapital Indonesia.
    • Does not have an affiliation with the Issuer or Public Company, members of Board of Commissioners, members of Board of Directors, or the main shareholders of the MNC Kapital Indonesia.
    • Does not have a business relationship, which is directly or indirectly associated with the business activities of the MNC Kapital Indonesia.

3. MEETINGS

  • The  Board of Commisioners meetings is held periodically according to the Company needs, at least 6 (six) times in a year;
  • The minimum participants in the  Board of Commisioners meeting is 51% (fifty one) percent;
  • The decision in the  Board of Commisioners meeting is taken base on deliberation principles;
  • Every Board of Commisioners meeting is being noted in the minutes of meeting, well-documented, signed by every Commissioner member that participate in the meetings, and submitted to the  Board of Commisioners;

4. DUTIES AND RESPONSIBILITIES

Under certain conditions, the Board of Commissioners shall conduct the annual GMS and other GMS in accordance with its authority under the law and as stipulated in the corporate articles of association.