Meeting of The Board of Directors
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2 The call of the Board of Directors meeting is performed in writing by the Board of Directors who is entitled to represent the
Company, and delivered in a period of at least three 3 days before the meeting is held or in shorter period if in urgent
circumstances, by not taking into account the call date and the meeting date.
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3 The meetings invitation must contain the event, date, time and place of meetings.
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4 Advance call of meetings is not required if all members of the Board of Directors are present in the meeting.
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5 All meetings of the Board of Directors is chaired by the President Director.
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6 In event that the President Director is not present or not available, then the meeting of the Board of Directors is chaired
by a Director who is appointed in writing by the President Director.
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7 In the event of the President Director does not appoint any Director, then one of the longest-serving members of the Board
of Directors leads the meeting.
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If there are more than 1 one Directors with the longest-serving, then a member of the Board
of Directors who is the oldest in age acts as the chairman of the Board of Directors meeting.
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8 Meeting of the Board of Directors must be held periodically, at least once in every month, and in the meeting, the Board of
Directors may invite the Board of Commissioners.
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9 The Board of Directors may hold meetings at any time and when
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a Deemed necessary by one or more members of the Board of Directors;
b Upon a written request of one or more members of the Board of Commissioners; as long as it is in accordance with
the decision of the Board of Commissioners; or
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 6
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 7
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 8
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 11
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 12
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 13
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 14
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Regulation of the Minister of SOE No. PER-09MBU2012 Article 24 Paragraph 1
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 4
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c Upon a written request of one or more shareholders who collectively represents 110 one tenth or more of the total
number of shares with voting rights. 10 The Board of Directors must establish the rules of the Board of
Directors meeting.
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d. Decision Making 1 Meeting of the Board of Directors is legitimate and has the right
to take binding decisions if it is attended by more than 12 half of the number of members of the Board of Directors or their
authorized representative.
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2 To cast a vote in decision-making, a member of the Board of Directors can be represented in the meeting only by other Board
of Directors member based on a written Power of Attorney provided specifically for such purpose.
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A member of the Board of Directors can only represent one member of the Board
of Directors.
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3 All decisions in the meeting of the Board of Directors are taken with deliberation for consensus, and if not reached then the
decision is taken with the majority votes. If the number of different votes is equal then, the meeting decision is in
accordance with the opinion of the Chairman of the Meeting with due regard to the provisions of the accountability.
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4 In the event of the proposals are more than 2 two alternatives and the voting result does not generate a single alternative with
votes of more than 12 half of the number of votes issued, then re-election against the two alternatives is to be conducted until
one of the alternatives gains total votes of more than ½ half of the number of votes issued.
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5 Each member of the Board of Directors, who is present, is entitled to issue 1 one vote and an additional 1 one vote for
the Board of Directors member he represents.
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In the event that the Board member does not vote abstains then such
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Regulation of the Minister of SOE No. PER-09MBU2012 Article 24 Paragraph 2
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 9
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 15
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 16
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 17, 18, 20
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 21
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 19
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Board of Directors members is considered agree with the results of the meeting.
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6 Invalid vote is considered does not exist and is not counted in determining the number of votes issued in the meeting.
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7 A decision may be taken outside the meeting of the Board of Directors as long as the entire Board of Directors members
agree on the manner and material to be decided.
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e. Minutes of the meeting 1 Minutes of meeting should be made for every meeting of the
Board of Directors. The minutes of meeting is signed by the Chairman of the Board of Directors Meetings and all members of
the Board of Directors who are present, and contains the subjects
discussed including
disagreement statement
dissenting opinion of members of the Board of Directors, if any and the matters decided. One copy of the minutes of the
meeting is presented to the Board of Commissioners.
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2 The minutes of the meeting is distributed to each member of the Board of Directors. Member of the Board of Directors has the
right to receive a copy of the Board of Directors minutes of meeting, regardless whether the concerned member of the
Board of Directors was present or not present in the meeting of the Board of Directors.
3 Within a period of 7 seven days counted since the meeting was held, every member of the Board of Directors receives a copy of
the note of the meeting of. 4 The original minutes of every meeting of the Board of Directors
must be documented in an annual compilation and kept by the Corporate Secretary and must be available whenever requested
by any member of the Board of Commissioners and Board of Directors.
5 The annual report shall contain the number of meetings of the Board of Directors as well as the number of attendance of each
Member of the Board of Directors.
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 22
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 23
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 2
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Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 3
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