Spiritual Capital Management Content provider Service

202 PT Telkom Indonesia Persero Tbk tHe StrUCtUre anD MeCHaniSM of gooD Corporate governanCe The structure and mechanism of Good Corporate Governance in Telkom environment is shown in this chart. BOARD OF DIRECTORs Corporate secretary Audit Committee Nomination Remuneration Committee planning, Evaluation and Risk Monitoring Committee BOARD OF COMMIssIONERs Main Organ support General Meeting of shareholders Risk process Management unit Internal Auditor Telkom’s management is conducted according to the two-tier board structure mechanism. As shown in the chart, the highest institution in the company is the General Meeting of Shareholders GMS forum, while the company’s management is the responsibility of the Board of Commissioners and Directors. The Board of Commissioners has the task and responsibility to conduct surveillance on daily operational activities that become the responsibility of the Board of Directors. general Meeting of SHareHolDerS The General Meeting of Shareholders“GMS”, either Annual GMS “AGMS” or Extraordinary GMS “EGMS”, is the highest institution in the good corporate governance, and also the main forum for the shareholders to use their rights and authorities in the company’s management. EGMS can be held based on needs. In implementing its authority, GMS must pay attention to the interest of the Company’s development and wellbeing, the interests of the stakeholders and the rights of the Company. telKoM’S SHareHolDerS We classify Telkom’s shareholders in 2 two types, one share of Dwiwarna A Series as the controlling shareholder and 100,799,996,400 shares of B Series. To get more details of our shareholders composition diagram, see Telkom Indonesia General Information – Stock Information – Shareholders Composition. tHe rigHtS reSponSibilitieS of tHe SHareHolDerS in tHe general Meeting of SHareHolDerS In AGMS and EGMS, shareholders have the right to receive equal treatment and position, especially in voicing their opinion and contributing to the important and strategic decision-making process related to: 1. The appointment and dismissal of the Board of Commissioners and Board of Directors of Telkom, 2. The decision of the remuneration and allowance for the Board of Commissioners and Board of Directors of Telkom, 3. The assessment of the Company’s performance in the reporting year, 4. The decision and agreement to the use of the Company’s proits including the amount of dividend, 203 PT Telkom Indonesia Persero Tbk 5. The amendment of the Articles of Association, and 6. All corporate action that need the decision of the GMS as stipulated in the Articles of Association of the Company. Annual GMS also has the authority to authorize Financial Report and Company’s Annual Report. The Government of the Republic of Indonesia as the controlling shareholder with its ownership of Dwiwarna A series shares must take notice of its responsibilities while using its rights to inluence the decision of the company’s management, either when using its voting right or in other matters. The Government has special rights that can be used to give approval of merger plan, acquisition, divestment, or liquidation through AGMS and EGMS. general rUleS anD proCeDUreS for HolDing agMS General rule for holding a GMS refers to the regulation of the Indonesian Financial Services Authority OJK Number 321 POJK.042014 on Planning and Holding a General Meeting of Shareholders of Public Company, regulation of Capital Market and Financial Institutions Supervisory Board BAPEPAM-LK Number IX.J.1, annex Decision of the Head of Capital Market and Financial Institutions Supervisory Board Number KEP-179BU2008 of May 14, 2008 on the Company’s Articles of Association Principles that exercise public ofering on equity-stock and Public Company. The mechanism of use of votes by the shareholders in AGMS and EGMS has been arranged in such a way that the shareholders can use their vote directly or through their representative. Annual GMS is held at the latest six months after the end of inancial year. In the Annual GMS, Board of Commissioners and members of Board of Directors presenting the following: 1. Annual Reporting Book. 2. Recommendation on the use of net proit so long as the Company is recording net proit. 3. Recommendation on Public Accounting Firm KAP to perform audit on Company inancial reporting for the current inancial year, based on suggestion from the Board of Commissioners or by delegating the authority to appoint KAP to the Board of Commissioners. 4. Other matters that require approval from the shareholders in the General Meeting of Shareholders for the interest of the Company with no prejudice against the Articles of Association. Generally, the stages of convening a GMS are as follows: activities time Letter of notiication to Indonesian Financial Services Authority H-44 Notiication Announcement of GMS H-37 Deadline to submit proposal of GMS agenda by 5 shareholders H-29 Delivery of meeting’s materials and proxy to BNy Mellon H-24 Recording Date of those who have the right to attend GMS H-23 Invitation Announcement of GMS H-22 GMS H Notiication Announcement of the results of GMS H + 2 Company must make an announcementnotiication on the plan to hold GMS within 14 days prior to circulating the invitationcalling. Company invitecall shareholders by registered mail or by putting an advert in printed media that is published at least 21 days prior to the convening of GMS, outside of the invitation date and the meeting date. Company must guarantee the coherence of information with the plan or implementation of GMS, and with the OJK regulation Number 32POJK.042014, in which the Company must give details of such plan to OJK at least seven days prior to circulating invitation.