Capability Enhancement Program Board Manual PT SUCOFINDO (PERSERO) ilove compressed

1 21 b. Implementation plan of the Capability Enhancement Program should be included in the work plan and budget of the Board of Directors. c. Each Member of the Board of Directors, who joins the capability enchancement program and seminars or training, is obliged to perform a presentation to the other Board members in order to share the information and knowledge. d. The concerned Board of Directors member is responsible for preparing a report on the implementation of the capability enhancement program and the report is submitted to the Board of Directors. e. Capability Enhancement Program can be in the form of official overseas training travel of the Board of Directors members, with the following provisions 28 : 1 Official overseas training travel is part of the execution of the duties of the Company and is not an allowance or facility providedsupplied by the Company. 2 Official overseas training travel for seminars, workshops, dissemination and similar activities abroad, is conducted by adhering the principles of effectiveness, efficiency, high selectivity, appropriateness according to the needs of the Company as well as promoting the interests and development of the Company. 3 Number of the Board of Directors members, who perform the official travel, is restricted in accordance with the purpose of travel. 4 The plan of official overseas training travel for members of the Board of Directors is proposed in writing to the Minister of State-Owned Enterprises for approval. 5 The plan of overseas training travel should explain about the objectives and interests of the training, duration of training and the source of financing, the budget plan as well as other relevant information. 6 Within a period of no later than 14 fourteen days after the official travel business trip, the member of the Board of Directors is obliged to report in writing on the implementation of the overseas official training to the Minister of SOE. 28 Circular Letter Number: SE-04MBU62015 21 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 22 Material of the Capability Enhancement Program, which can be attended by the Board of Directors, among others, related to: a. The knowledge related to the principles of the corporate law and updated legislations related to the business activities of the Company, as well as information technology. b. Knowledge related to strategic management and the formulation. c. Development of specific capability in establishing a harmonious relationship with all stakeholders to create sense of supporting of the stakeholders towards the long-term existence of the Company. d. Capability development related to effective leadership in managing and developing the human resources to anticipate the challenges of the development of human resources HR in the future. e. Knowledge related to change management which may bring the Company to achieve its vision and mission. f. Knowledge related to corporate social responsibility, and g. Knowledge related to the qualified financial reporting. C. OFFICE ETHICS In carrying out its functions, the Board of Directors always: 1. Complies with the prevailing legislation, the Articles of Association, and the guidelines of GCG as well as the Company policies that have been assigned. 2. Encourages the creation of ethical behavior and making himself as good role model for employees of the Company. 3. Performs tasks with trustworthy, highly dedicated, uphold honesty as a high value, i.e. be honest in expressing opinions, verbally or written, as well as in attitude and action. 4. Every behavior, opinion and action must be based on objectivity, professionalism and independent priciples for the equal interest of the Company and the Stakeholders. 5. Performs duties and obligations by putting the interests of the entire Board of Directors, above the personal interests. 6. During his tenure, Board of Directors member is not allowed to: a. Seize the Company business opportunity for his personal, his family, his business group andor other parties, aside from salary 22 1 23 and facilities that he receives as member of the Board of Directors that is determined by the GMOS, b. Use his position for personal interest or for the interest of a person or other parties which are contrary to the interests of the Company. c. Utilize the Company assets, the Company information or his position as member of the Board of Directors for personal or any other person interest, which is contrary to the prevaling provisions and regulations as well as the Company policies. d. Compete with the Company, i.e. using the knowledgeinformation from inside inside information to earn profits for the benefit of other than the interests of the Company. e. Perform other position concurrently which may create a direct conflict of interest against the Company andor contrary to the prevailing legislation. f. Provide or offer or receive, either directly or indirectly, remuneration andor reward, andor grants andor donations andor entertainment in any form from parties who have business relationship with or competitor of the Company, which aims to obtain information, or something that is not permitted by the prevailing legislation, or to influence him to do andor not to do something which relates to his positionOffice. g. Provide gifts, hampers, gift baskets, floral arrangements and other awarding forms related to religious feast day or holidaysother specific occassion to officialsemployees within the government agencies andor parties who have business relationship. 7. Maintain confidentiality of the Company’s confidential information which is entrusted by the Company to him in accordance with the prevailing legislation. 8. Avoid any activity that could affect his independency in carrying out the tasks. 9. Conduct disclosure in the event of a conflict of interest, and member of the Board of Directors concerned should not be involved in the decision- making process of the Company related to such matters. 23 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 24 D. DUTIES, OBLIGATIONS, AUTHORITY AND RIGHTS OF THE BOARD OF DIRECTORS

1. Duties and Obligations of the Board of Directors

In general, duties and obligations of the Board of Directors in managing the Company are: a. Perform all actions relating to the management of the Company for the benefit of the Company and in accordance with the purpose and objectives of the Company. 29 b. Represent the Company both inside and outside the Court regarding all matters and all events with such limitations as set forth in the regulations, the Articles of Association andor the GMOS resolutions. 30 c. Fully devote the efforts, thoughts, attention and dedication for the duties, obligations and the achievement of Company objectives. 31 d. Adhere to the Articles of Association and legislation and shall implement the principles of professionalism, efficiency, transparency, independence, accountability, responsibility and fairness. 32 e. Have a good faith and be fully responsible in performing their duties for the interest and the business of the Company with due regard to the prevailing legislation. 33 f. Maintain the confidentiality of data andor information of the Company. g. One of members of the Board of Directors is appointed by the Board of Directors Meetings as the responsible person in the implementation and monitoring of the GCG in the Company. 34 h. Each Member of the Board of Directors is fully responsible personally when found guilty or fails in executing his duties for the interests and business of Company, unless the concerned Board of Directors members can prove that: 35 29 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 1 30 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 1 31 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 3 32 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 4 33 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 5 34 Regulation of the Minister of SOE No. PER-09MBU2012 Article 19 Paragraph 2 35 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 6 24 1 25 1 The loss is not due to his fault or negligence, 2 Has been managing the Company in good faith and prudence for the interests of the Company and complies with the aims and objectives of the Company, 3 Has no conflict of interest either directly or indirectly over the management actions that resulted the losses, and 4 Has taken action to prevent the occurrence or continuation of such losses. In addition to the duties mentioned above, the Board of Directors has specific duties and obligations:

a. Related to ShareholdersGMOS

1 Prepare the Shareholder List related to the GMOS in accordance with the legislation. 2 Provide periodic reports according to the time and manner in accordance with the applicable provisions as well as other reports whenever requested by the Board of Commissioners andor shareholders. 36 3 Provides accountability and information to the GMOS about the circumstances and operations of the Company in the form of annual reports including financial statement. 4 Provide an explanation about everything that is asked or requested by the members of the Board of Commissioners and shareholders. 37 5 Sign the annual report, in the case that the Director does not sign the annual report, then the reason must be mentioned in the letter which is attached to the annual report. If he does not provide the reasons in writing, then the Director is deemed to have approved the contents of the annual report. 6 Call on and conduct Annual GMOS andor extraordinary GMOS according to the manner and time that is in accordance with the legislation. 7 Provide annual reports at least 14 fourteen days prior to the date of the Annual GMOS. 8 Organize the Annual GMOS, not later than the month of June after the closing of the concerned fiscal year. 38 36 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 2.b.14 37 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 2.b.16 25 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