Composition of the Board of Commissioners

1 56 properly, including ensuring that the Board of Directors has been attentive to the interests of all stakeholders. c. In the composition of the Board of Commissioners, at least 20 twenty percent of the members should be independent members of the Board of Commissioners as set out in the appointment decree. 108

4. Nomination

Member of the Board of Commissioners is appointed from candidates proposed by the shareholders and the nomination is binding for GMOS. 109 Source of prospective candidates are from: 1 Former Directors of SOE; 2 Board of Commissioners of SOE; 3 Structural Official and Functional Official of Government; and 4 other sources. 110 Prospective candidate, who will be determined to become candidate member of the Board of Commissioners, is a person who has been declared complied with the formal requirements, the material requirements and other requirements. 111 Assessment process on capability and obedience fit and proper test is to be conducted towards all qualified candidates of the Board of Commissioners members. The process is transparent, accountable, and with due regard to the prevailing provisions. The assessment is conducted by a team established by the shareholders, with due regard to and emphasizing on expertise, professionalism, and integrity of candidates of member of the Board of Commissioners to improve and develop the Company.

5. Term of Office

a. The term of office of members of the Board of Commissioners is determined as 5 five years and may be reappointed for one 1 more term. 112 108 Regulation of the Minister of SOE No. PER-09MBU2012 article 12 Paragraph 1 109 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 11 110 Regulation of the Minister of SOE No. PER-02MBU022015 Article III Letter A 111 Regulation of the Minister of SOE No. PER-02MBU022015 Article III Letter C Paragraph 1 112 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 12 56 1 57 b. Office of the member of the Board of Commissioners will expire if: 1 Passed away, 113 2 Tenure ends, 114 3 Dismissed based on the decision of the GMOS, 115 4 No longer qualified as a member of the Board of Commissioners based on the Articles of Association and other legislations, 116 5 Dismissed by decision of the Extraordinary GMOS, because of among others a unable to perform his duties properly, b does not implement the provisions of the legislation andor the provisions of the Articles of Association, c engaged in actions that harm the State andor SOE, d found guilty by the court rullings that have permanent legal force.

6. Dismissal of Members of the Board of Commissioner

a. A member of the Board of Commissioners at any time can be dismissed based on the decision of the GMOS by mentioning the reason. 117 b. The dismissal as referred to subparagraph a is executed when, based on the reality, the concerned member of the Board of Commissioners among others: 118 1 Does not perform their job properly, 2 Does not implement the legislation andor the provisions of Articles of Assosiation, 3 Engage in actions that are detrimental to the Company andor the State, 4 Found guilty by court rulings that have permanent legal force. c. The dismissal plan of members of the Board of Commissioners as mentioned in subparagraph a is notified to the concerned member of the Board of Commissioners verbally or in writing by the Shareholders. 119 113 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 29 114 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 29 115 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 29 116 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 29 117 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 13 118 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 14 119 Article of Association of PT SUCOFINDO PERSERO Article 14 Paragraph 16 57 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