Decision Making In a Circular

1 43 the actions to prevent the occurrence or continuation of such losses or accidents by not approving the results of the meeting decisions. This means that the concerned member of the Board of Directors can be released from the prosecution over such losses or accidents occured as a result of the implementation of the meeting decision. 5 Dissenting opinion, which is caused by the addition of meeting agenda outside the agenda, that included in the call of meeting which is not acknowledged by the Endorser, becomes the responsibility of the Endorsee.

i. Minutes of the Meeting

1 The minutes of the meeting should be made on every Board of Directors meeting by a person who is appointed for that. 2 The minutes of the meeting must describe the proceedings and must states: a The place and date of the meeting held, b Discussed agendas, c The attendance list, d The duration of the meeting, e Evaluation on the follow-up of the results of the previous meeting if any f Various opinions occurred in the meeting, g Who expressed the opinion, h Decision making process, i The decisions taken, j In the event that a consencus does not occur, then the minutes of meeting should include statements of dissenting opinion towards the decision. 3 The minutes of the meeting must be accompanied with a special power of attorney given by the Director, who is not present, to the other Directors if any. 4 The Head of Corporate Secretary Division, as the official who runs the functions of secretariat of the Company or other official appointed by the President Director, is incharge of preparing, administering and distributing the minutes of meeting. 5 In the event that the meeting is not attended by the Head of Corporate Secretary Division, as the official who performs the 43 CHAPTER I INTRODUCTION CHAPTER II BOARD OF DIRECT ORS BOD CHAPTER III BOARD OF COMISSIONERS BOC CHAPTER IV ACTIVITY AMONG COMP ANY’S ORGAN CHAPTER V CLOSING