The Board of Directors Charter

Introduction

The Board of Directors is an organ in charge and responsible collegially in managing the company. Every action of members of Board of Directors in carrying out its duties and authorities in accordance with the allocation of their duties and responsibilities, but its implementation remains a collective responsibility of all members of the Board of Directors. 

The position of each member of the Board of Directors including President Director is equal. President Director is in charge to coordinate the activities of members of the Board of Directors. 

All members of the Board of Directors of the Company are professionals who are chosen according to their competencies and appointed by the AGM 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 Directors consists of at least 3 (three) members, comprising: 

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

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

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

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

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

1.    Tender 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 Directors may resign from his/her post 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.