The Board of Commissioners Charter

Introduction 

The Board of Commissioners is an organ that in charge to oversee and provide advice to the Board of Directors in carrying out its duties to manage the Company in order to achieve its purposes and objectives in accordance with the Articles of Association, prevailing laws and regulations and with due observance to the principles of Good Corporate Governance. Board of Commissioners is a collective position and therefore the Board of Commissioners cannot act severally but by the decision of the Board of Commissioners. 

The position of each member of the Board of Commissioners, including the President Commissioner are equal. The President Commissioner is in charge of coordinating the various activities of Board of Commissioners. 

All members of the Board of Commissioners are professionals who are appointed by the AGM in accordance with their competence through a selection process by the Nomination and Remuneration Committee. 

I. Legal Basis 

a.    Company Law. 
b.    Capital Market Law. 
c.    Articles of Association of the Company. 
d.    Other prevailing regulations, including capital market regulations. 

II. Philosophy of The Company 

Catur Dharma 

a.    To be an Asset to the Nation. 
b.    To Provide the Best Service to Our Customers. 
c.    To Respect Individuals and Promote Teamwork. 
d.    To Continually Strive for Excellence. 

III. Composition 

The Board of Commissioners consists of at least 3 (three) members, comprising: 

a.    1 (one) President Commissioner. 
b.    1 (one) or more Vice President Commissioner (if required). 
c.    1 (one) or more Commissioners. 

The Company shall have Independent Commissioner of a minimum of 30% (thirty percent) of the total members of the Board of Commissioners. 

IV. Term of Office, Appointment, Replacement Procedures, and Concurrent Positions 

a.    A Commissioner is appointed by virtue of a resolutions of a GMS for a period as the date as determined by the GMS appointing him/her until the closing of the second Annual GMS following such date. A Commissioner whose term of office has expired may be reappointed by a GMS. 

b.    A GMS may dismiss a Commissioner at any time, after such Commissioner was given a chance to defend him/herself in said GMS. 

c.    The term of office of a Commissioner shall terminate if he/she: 

  1. Tenders his/her resignation; 
  2. No longer complies with the requirements of the prevailing regulations; 
  3. Passed away; 
  4. Is dismissed by virtue of a resolutions of a GMS. 

d.    A Commissioner may resign from his/her position by giving a prior written notice to the Company of his/her intention to do so at least 30 (thirty) days prior to the resignation date. 

e.    The Company shall convene a GMS to resolve such resignation at the latest 90 (ninety) days after receiving the resignation letter. 

f.    A Commissioner is restricted from holding concurrent positions in other Issuers or Public Companies, namely: 

  1. A Commissioner can only be a Director of a maximum 2 (two) other Issuers or Public Companies; and 
  2. A Commissioner can only be a Commissioner of a maximum 2 (two) other Issuers or other Public Companies. 

In the event a Commissioner does not hold a concurrent positions as a Director in another Issuer of Public Company, he/she can serve as a Commissioner of a maximum 4 (four) other Issuers or Public Companies. 

A member of the Board of Commissioners can serve as a member of the committee of a maximum 5 (five) Issuers or Public Companies in which he/she also serve as a member of the Board of Directors or Board of Commissioners. 

V. Duties, Responsibilities, and Authorities 

a.    Duties of the Board of Commissioners 

The Board of Commissioners serve as overseer and advisor to the Board of Directors in good faith, full of responsibility and in a prudent manner to the interests of the Company, including among others: 

  1. To supervise the policy of the Board of Directors in carrying out management of the Company, including preventive actions, improvements and suspension of a member of the Board of Directors;  
  2. To supervise the Company's business risk and management efforts at internal control; 
  3. To supervise the implementation of GCG principles in the Company's business activities; 
  4. To provide advice to the Board of Directors related to the duties and obligations of the Board of Directors; 
  5. To provide feedback and recommendations on the proposal of the Company's strategic development plan submitted by Board of Directors; 
  6. To ensure that the Board of Directors due regard the interest of stakeholders. 

In performing its duties, the Board of Commissioners shall not participate in making operational decisions. The Board of Commissioners' decisions on matters governed by the Articles of Association and prevailing regulations are made in its oversight capacity, and thus decisions on operational activities remain the responsibility of the Board of Directors. 

b.    Responsibilities of the Board of Commissioners

The Board of Commissioners are jointly and severally liable for the losses of the Company which are caused by errors or omissions by the Board of Commissioners in carrying out its duties. The Board of Commissioners shall not be responsible for any losses of the Company, if Board of Commissioners is able to prove that: 

  1. They have carried out their supervision in good faith, full of resp*sibility and prudence in the interests of the Company and in accordance with the purposes and objectives of the Company;
  2. They do not have any direct or indirect personal interest in the actions of management of the the Board of Directors which caused the losses;
  3. They have given the Board of Directors advice to prevent such loss arising or continuing. 

If deemed necessary, the Board of Commissioners may establish committees or working units to assist the effective and efficient implementation of its duties and responsibilities. 

c.    Authority of the Board of Commissioners 

The Board of Commissioners is authorized to perform the following activities: 

  1. To inspect records and other documents as well as assets of the Company; 
  2. To request and receive any information relating to the Company and the Board of Directors;
  3. To suspend the members of the Board of Directors by stating its reasons if they act contrary to the Articles of Association and/or the prevailing laws and regulations; 
  4. In certain circumstances for a certain period of time, the Board of Commissioners may act as the management of the Company as determined by the Articles of Association or a resolution of the GMS. 

If deemed necessary, the Board of Commissioners may appoint a member of the Board of Commissioners as the spoke person of the Board of Commissioners and shall be the main contact of the Board of Commissioners. 

VI. Values 

In carrying out its duties and functions, the Board of Commissioners referring to the values which have been transformed in the form of implementation of the corporate culture, namely: 

  1. Valuable To the Nation And Life. 
  2. Innovative and World Class Excellence. 
  3. Prefered Partner For Customer. 
  4. Synergetic Teamwork. 

VII. Working Hours 

The Board of Commissioners must provide sufficient time to carry out their duties and responsibilities optimally. 

VIII. Meeting policy including attendance policy and minutes of meetings 

a.    Schedule 

The Board of Commissioners shall convene a regular meeting of the Board of Commissioners at least once every 2 (two) months and other meeting may be convened at a written request of the Board of Directors' meeting or 1 (one) shareholder or more jointly representing 1/10 (one tenth) of the total shares with valid voting rights. 

The Board of Commissioners shall convene a joint meeting with the Board of Directors regularly at least once every 4 {four) months. 

b.    Meeting Policy 

  1. Invitation for the Meeting is issued by the President Commissioner or 2 (two) of the members of the Board of Commissioners, and shall be delivered at least 5 (five) days before the Meeting is convened stating the agenda, date, time and place of the Meeting, together with the meeting materials, unless determined otherwise by the Board of Commissioners. 
  2. The Board of Commissioners Meeting shall be convened at the domicile of the Company or at the main business activities of the Company. If all members of the Board of Commissioners are present or represented, prior written notice is not required and the Board of Commissioners Meeting may be convened anywhere within the territory of the Republic of Indonesia.  
  3. The Board of Commissioners Meeting shall be chaired by the President Commissioner; and if the President Commissioner is absent or is not available, the Meeting shall be chaired by the Vice President Commissioners; and if the Vice President Commissioners is absent or is not available, the Meeting shall be chaired by a member of the Board of Commissioners appointed by the members of the Board of Commissioners present or represented. 
  4. the Board of Commissioners Meeting is valid and entitled to adopt legal and binding resolutions if more than 1/2 (hale of the Board of Commissioners members are present or represented in the meeting, including President Commissioner or Vice-President Commissioner
  5. Meeting Resolutions shall be taken based on deliberation to reach consensus. If the consensus is not be achieved, the resolution shall be taken based on affirmative vote of majority members of the Board of Commissioners who are present or represented at the Meeting, in which including the President Commissioner or Vice President Commissioner. 
  6. In the event of a tie vote, the proposal shall be deemed to be rejected. 

c.    Minutes of Meetings 

  1.  Resolutions of the Board of Commissioners Meeting shall be set forth in the minutes of meeting signed by all members of the Board of Commissioners were present, and distributed to all members of the Board of Commissioners. 
  2. Resolutions of the Board of Commissioners and the Board of Directors Joint Meeting shall be set forth in the minutes of meeting signed by all members of the Board of Commissioners and the Board of Directors present or represented in the meeting, and distributed to all members of the Board of Commissioners and the Board of Directors. 
  3. In the event there is a member who does not wish to sign the minutes of meeting, said member shall state the reasons in writing in a separate letter that will be attached to the minutes of meetings. 
  4. The Board of Commissioners may also adopt valid and binding resolutions without convening a meeting of the Board of Commissioners, provided that all members of the Board of Commissioners have been notified in writing in advance and all members of the Board of Commissioners have given their approval in writing on the proposal concerned and signed the resolutions. Resolutions of the Board of Commissioners so adopted have the same legal force as the resolutions adopted in a meeting of the Board of Commissioners. 

Meetings of the Board of Commissioners shall be organized by the Corporate Secretary in a proper manner according to the prevailing regulations. 

IX. Performance Assessments and Remuneration 

Assessment on the performance of the Board of Commissioners shall be carried out periodically by the Nomination & Remuneration Committee. 

The GMS shall determine the remunerations for the members of the Board of Commissioners based on the recommendation of the Nomination & Remuneration Committee. The GMS may also authorize the President Commissioner to determine the remuneration for the members of the Board of Commissioners with due observation to the opinions of the Company's Nomination & Remuneration Committee. 

X. Matters to be approved by the Board of the Commissioners 

The Board of Commissioners entitled to grant approval to the Board of Directors to do corporate actions and matters required BOC approval according to the Articles of Association and/or the prevailing laws and regulation. 

XI. Induction Program 

Newly appointed Commissioner shall participate in an induction program of the Company. 

XII. Reporting and Accountability 

The Board of Commissioners shall provide a supervisory report towards the Board of Directors for 1 (one) financial year to the Annual GPIs. The Board of Commissioners' supervisory report is set forth in the Annual Report and signed by all members of the Board of Commissioners. Annual GMS shall constitute a full release and discharge to the members of the Board of Commissioners of the Company on their supervisory duties during 1 (one) preceeding financial year, to the extent such actions are reflected in the Annual Report and the Annual Financial Statement.