Secretariat of the Board of Commissioners

1 96 c. Administering documents of the Board of Commissioners both incoming mail, outgoing mail, minutes of meetings and other documents, d. Helping to Draft the Work Plan and Budget of the Board of Commissioners, e. Helping to Draft the Reports of the Board of Commissioners, f. Carrying out other duties assigned by the Board of Commissioners. In addition to carrying out the above tasks, the Secretary to the Board of Commissioners, as leader of the Secretariat of the Board of Commissioners, performs other tasks such as: 199 a. Ensuring that the BOC complies with the legislation and applying the principles of Good Corporate Governance GCG. b. Providing information needed by the Board of Commissioners periodically and or at any time when requested. c. Coordinating committee members, if necessary in order to facilitate the task of the Board of Commissioners. d. As a liason Officer between the Board of Commissioners and other parties. For the purpose of orderly administration and implementation of Good Corporate Governance, the Secretariat of the Board of Commissioners shall ensure the documentation of the Board of Commissioners activities is maintained and kept properly in the Company. 200 199 Regulation of the Minister of SOE No. PER-12MBU2012 Article 4 Paragraph 2 200 Regulation of the Minister of SOE No. PER-12MBU2012 Article 4 Paragraph 3 96 1 97 CHAPTER IV ACTIVITY AMONG THE COMPANY ORGAN A. WORKING RELATIONSHIP BETWEEN THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS A good working relationship between the Board of Commissioners and Board of Directors is one of the most important things in order for each Organ of the Company can work effectively and efficiently in accordance with their respective functions. Therefore, the Company in maintaining a good working relationship between the Board of Commissioners and the Board of Directors applies the following principles: 1. Board of Commissioners respects the function and role of the Board of Directors in managing the Company as stipulated in the legislation and the Articles of Association. 2. The Board of Directors respects the functions and role of the Board of Commissioners in performing the supervision tasks and providing advice towards the Company management conducted by the Board of Directors. 3. Every working relationship between the Board of Commissioner and Board of Directors is the formal relationship, in the sense that it must always be based on a standard mechanism or accountable correspondence. 4. Any informal working relationships can be performed by each Member of the Board of Commissioners and Board of Directors, but cannot be used as formal policies before through the mechanism or correspondence that can be accounted for. 5. The Board of Commissioners is entitled to obtain access to the Company information in a timely, complete and measurable manner. 6. The Board of Directors is responsible for ensuring that the information on the Company is provided to the Board of Commissioners in a timely, complete and measurable manner. 7. In terms of the correspondence between the Board of Directors and Board of Commissioners, it should explain the purpose and objective of the letter. 97 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 1 98 8. In order to elaborate information, the Board of Commissioners may request that explanation to officials under the Board of Directors by previously making the coordination with the Board of Directors thus it will create balanced working relationship between the Board of Commissioners and Board of Directors, thus of the corporate communications through a single point of contact information one gate policy can be achieved. 9. Every working relationship between the Board of Commissioners and the Board of Directors is institutional relationship, in the sense that the Board of Commissioners and Board of Directors as a collective position represents its entire members, so that every working relationship between the Board of Commissioners and the Board of Directors should be acknowledged by other members of the Board of Commissioners and the Board of Directors. B. MEETING OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS JOINT MEETING 1. General Policy a. The meeting of the Board of Commissioners and the Board of Directors joint meeting is the meeting of the Board of Commissioners that invites the Board of Directors. b. Joint meeting is a form of communication and coordination regarding the explanation of the Board of Directors on the issues that should obtain approval of the Board of Commissioners and in order to discuss the periodic reports of the Board of Directors; discuss the condition and prospects of the business; and discuss national policy that affect the Companys performance; as well as providing feedback, notes and advice that are reflected in the minutes of meetings. c. Joint meeting is attended by members of the Board of Commissioners and Board of Directors, the Secretary to the Board of Commissioners, the Corporate Secretary of the Company or other officials assigned by the ChairmanCEO and can invite technical experts from inside and outside the Company, except for special meetings that can only be attended by members of the Board of Commissioners and Board of Directors. 98 1 99 d. In the event that the Board of Commissioners requires taking a decision on matters that is subject to approval of Board of Commissioners, it will be conducted through the Board of Commissioners Meetings.

2. Venue of Meeting

Joint meeting can be held in the Company domicile or elsewhere in the territory of the Republic of Indonesia.

3. Agenda and Call of Meeting

a. The main agenda and schedule of the joint meeting is prepared by the Board of Commissioners for 1 one calendar year annually. b. The invitation and the agenda of the joint meeting is submitted by the Secretary to the Board of Commissioners on behalf of the Commissioner to the President Director, at least between 3 three days before the meeting is held or in a shorter period of time if in urgent circumstances, notwithstanding the date of the call and the meeting date. c. Invitationcall of the meeting must specify the agenda date, time and place of meetings. d. Meeting material is prepared by the Secretary to the Board of Commissioners, which is submitted together with the invitations.

4. Chairman of Meeting

a. The joint meeting is led by President Commissioner. b. In the event that the President Commissioner is not present or is unavailable, the meeting is led by a member of the Board of Commissioners designated by the President Commissioner. c. In the event the President Commissioner does not make the designation, then the longest-serving member of the Board of Commissioners is to act as Chairman of the meeting. d. In the event that the number of the longest-serving members of the Board of Commissioners is more than 1 one person, then the oldest member of the Board of Commissioners as mentioned on point c to act as Chairman of the meeting.

5. Decision Making

a. Joint meeting should not always take a decision, considering that the joint meeting is a coordination meeting between the Board of 99 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 1 100 Commissioners and Board of Directors in monitoring the Companys performance and to discuss the current situation that may affect the Companys operational activities, and also can become input consideration for the Board of Commissioners and Board of Directors to take action in accordance with the limits of its respective authority. b. In the event that the Board of Commissioners needs to take a decision on strategic aspects, among others include all deeds of the Board of Directors which must obtain the consent of the GMOS after receiving the written recommendation of the Board of Commissioners and the deeds of the Board of Directors that must receive written consent of Board of Commissioners which is are discussed through a joint meeting, then decision-making is done through Meetings of Board of Commissioners andor through a letter of the Board of Commissioners that states the reference on the results of the meeting. The letter is signed by the Chairman and at least by 1 one member of the Board of Commissioners who attends such Board of Commissioners meeting. In the event that the Commissioner does not sign the letter, then the 2 two appointed members of the Board of Commissioners can sign the letter. c. The meeting is valid and has the right to take decisions that are binding if more than ½ half part of all of members of the Board of Commissioners are present or represented in the meeting. d. The decision of the Board of Commissioners towards the proposal of the Board of Directors, is delivered or notified to the Board of Directors within a period of 30 thirty days as regulated in Articles of Association since the receipt of the proposal or complete documents and explanations from the Board of Directors. But if the Board of Commissioner does not provide a decision within that time period, then the Board of Commissioners is considered approving the proposals of the Board of Directors.

6. Dissenting Opinion

Dissenting Opinion of the Board of Commissioners andor Board of Directors that happens if any should be included in the minutes of meetings. 100