Monitoring and evaluation of the implementation of the previous meeting results
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1. Shareholderscapital owners are not allowed to interfere in the Company’s operational activities, that is the responsibility of the Board
of Directors in accordance with the provisions of the Articles of Association of the Company and prevailing legislations.
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2. Other than organ of the Company, any other parties are prohibitied to perform or interfere in the management of the Company.
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3. Directors are prohibited from conducting activities that can interfere their
independence in managing the Company. G. DETERMINATION OF THE COMPANY MANAGEMENT POLICY
The Company management policy is a decision or action taken by the Board of Directors in managing, directing and controlling the activities of a
particular work activity or completing a certain issue, where the substance of the concerned issue or work activities has not been regulated in a standard
rule. In setting the policy, the Board of Directors must comply with: 1. Policy taken through meetings of the Board of Directors or can also be a
policy taken individually without any intended meeting. 2. Policy taken is something which substance is concerning the image of
the Company, the material risks or consequences, then such policy must obtain approval of the meeting of the Board of Directors. Further
elaboration regarding the Companys image, risk and materiality is outlined in the policy.
a. In the event that the above policy is carried out by the Director of
the Company, the relevant Director is responsible for the policy so that can be approved by the Board of Directors meeting.
b. In the event that the policy adopted by the Board of Directors has the same substance and is carried out continuously, so that it
becomes daily needs of the Company, then the Director concerned needs to propose it to the Board of Directors to make the policy,
which he performs, become a binding rule.
3. In taking the policy or decision on an issue, each Director is obligated to consider the followings:
a. Good faith, b. Rational consideration and adequate information,
ϴϭ
Regulation of the Minister of SOE No. PER-09MBU2012 Article 11
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Government Regulations No 45 of 2001 Article 39
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c. Adequate investigation towards the existing issues as well as the various possible solution along with its negative and positive impact
for the Company, d. Made based on consideration solely for the interest of the
Company, e. Coordination with other Directors, especially for a policy that will
directly or indirectly impact the tasks and authorities as well as policies of other Members of the Board of Direcctors.
4. In performing its daily tasks, the Board of Directors always considers the suitability of its actions with the plans and objectives of the Company.
5. The delegation of authority from the Board of Directors to the officers or any other party to perform legal action on behalf of the Company is
stated in the form of mandatory written document and approved by the President Director.
6. Types of the Company management policy such as decrees and others, are determined in the separate Company documents
7. Policies established by the Board of Directors should be consulted with the BOC.
H. PROFESSIONAL ADVICE
The Company establishes provisions regarding the use of professional advice at the Company’s costs for Directors as follows:
1. Based on the needs of the Company, 2. The use of professional advice by each Director is possible under the
following provision; a. Within the limits of efficiency and effectiveness,
b. Based on a work agreement which contains:
1 Scope of the work 2 Job Specification,
3 Authority and responsibility, 4 Mechanism of reporting and responsibilities.
3. Not applicable for the case where the Director concerned has a conflict of interest.
4. The use of this policy is reported to the Board of Commissioners.
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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
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I. PERFORMANCE EVALUATION OF THE BOARD OF DIRECTORS
1. The evaluation criteria of the Board of Directors performance, collegially
or individually, based on the recommendation of the Board of Commissioners to the GMOS to be approved based on Key
Performance Indicator KPI includes: a. Preparation of the KPI in the beginning of the year and the
evaluation of its achievements, b. The level of its presence in the meeting of the Board of Directors as
well as meeting with the Board of Commissioners, c. The contribution in the business activities of the Company,
d. The involvement in the specific assignments, e. The commitment in promoting the interests of the Company,
f.
The adherence to the prevailing legislations as well as the Company policy,
g. The achievement of the the Company’s targets as stated in the CWPB and Contract Management.
2. The performance of the Board of Directors is evaluated periodically, at least once a year based on the performance evaluation criteria, that
determined by the Board of Commissioners and approved by the GMOS.
3. In general, the performance of the Board of Directors is determined based on the tasks and duties as set forth in the prevailing legislation
and the articles of Association of the Company or shareholders mandate. Formal evaluation criteria is presented openly to the Board of
Directors as of the date of his appointment.
4. The evaluation results of the overall performance of the Board of Directors and the individual performance of each Member of the Board
of Directors are inseparable parts of the schemes of compensation and the incentives granting to members of the Board of Directors.
5. The evaluation results of the individual performance of each Member of the Board of Directors is one of the basic considerations for the
Shareholders to dismiss andor reappoint the Board members concerned. The results of the performance evaluation is a tool of
assessment and effectiveness improvement of the Board of Directors.
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J. SUPPORTING ORGANS OF THE BOARD OF DIRECTORS