The Presence Mechanisms The Implementation Mechanisms of the Meeting of The Board of Directors

1 40 representative are present and approve the addition of the meeting agenda 79 3 A Director can be represented in the meeting by other Director only based on a written Power of Attorney which is provided in the letter of delegation of duties and must be discussed together with the Director who provides the delegation. 4 A Director can only represent one other Director. 5 Meeting the Board of Directors is chaired by the President Director. In the event that the President Director is not available, the meeting is chaired by other Director appointed by the President Director, 6 In the event that the President Director does not make the designation, then the oldest in the position as Director leads the meeting of the Board of Directors. If there are more than 1 one Director who are the oldest in the position, then the oldest Director acts as the Chairman of the Board of Directors meeting. 7 The Board of Directors meeting is attended by the Director andor other officials who are invited by the Board of Directors, except for limited Meetings that can only be attended by the Directors.

f. The Decision Making Process

1 The management policies of the Company are defined by the Board of Directors Meeting. 2 Prior to the discussion of meeting agenda, the Chairman of the meeting explains the meeting rules, among others, regarding the using of communication tools in a meeting, mechanism of question and answerraising opinions, the polling mechanism if there is voting. 3 All decisions of the Board of Directors must be based on good faith, rational considerations, and have been through an in- depth investigation on various relevant things, sufficient information and free from conflict of interest and are made independently by each Director. 4 All decisions in the meeting of the Board of Directors are taken with deliberation for consensus. 79 Article of Association of PT SUCOFINDO PERSERO Article 12 Paragraph 10 40 1 41 5 If no agreement is reached through deliberation, then decisions are taken with the majority votes. 6 To maintain the independence and objectivity, any Director, who has a conflict of interest, is required to disclose the same and did not participate in voting for decision making. This is recorded in the minutes of meeting. 7 Each Director shall be entitled to issue one 1 vote and an additional one 1 vote for a Director that he represents. 8 When the number of ‘agreed’ and ‘disagreed’ votes is equal, the Chairman determines the meeting decision by considering the provisions of the accountability. 9 Blank ballot is considered agree to the proposal submitted in the meeting. 10 Invalid vote is considered does not exist and is not counted in determining the number of votes issued in the meeting. 11 Binding decisions may also be taken without holding the Board of Directors meeting, provided that the decision is approved in writing and signed by all Directors. 12 If there is proposal submitted, and there is a Director who does not give his consent either explicitly or not, therefore the proposal, after being refined, can be sumitted with a new circular or decided in the meeting of the Board of Directors. 13 The requirement of approval from all Director is not applicable for the memorandumletter which is not intended as a circular. Therefore, the decision is taken based on the approval of one or more of the Directors in accordance with the segregation of duties and authorities of the Board of Directors. 14 Decisions concerning strategic aspects must be done through the mechanism of meetings of the Board of Directors. These strategic aspects, among others, include all deeds of the Board of Directors which must obtain the consent of the GMOS after obtaining the written recommendation of the Board of Commissioners and all the deeds of Directors which must obtain written approval of the Board of Commissioners. 15 Communicate immediately to the organization levels below the Board of Directors which are related to the decision, in a maximum of 7 seven days since it is ratified signed. 41 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