Meeting of the Board of Commissioners

1 32 32 present or is not available, the meeting of the Board of Commissioners is led by a member of the Board of Commissioners appointed by the President Commissioner. 68 c. In the event of the President Commissioner does not make the appointment, then one of the longest-serving member of the Board of Commissioners leads the meeting of the Board of Commissioners. 69 If there are more than 1 one member of the Board of Commissioners who are the longest-serving, then a member of the Board of Commissioners who is the oldest in age acts as the chairman of the Board of Commissioners meeting. 70 d. Determination of the Meeting Agenda 1 The Meeting Agenda is based on the work program of the Board of Commissioners or other matters that are deemed necessary. 2 Materials of the meeting include the evaluation on the implementation of the decisions of previous meeting results e. Implementation of the Meeting 1 Meeting of the Board of Commissioners is considered valid if it is held in the Company domicile or its main business activities in the territory of the Republic of Indonesia. 71 2 The Board of Commissioners conducts meetings at least once a month. In the meeting, the Board of Commissioners may invite the Board of Directors. 72 3 The Board of Commissioners can conduct meeting at any time upon request of 1 one or more members of the Board of Commissioners, or upon the Board of Directors request, or upon written request of one or several Shareholders representing at least 110 one tenth of the number of shares with voting rights, by mentioning matters to be discussed. 73 4 The call of meeting of the Board of Commissioners is submitted in writing by the President Commissioners or by a member of the Board of Commissioners appointed by the President Commissioner, and is delivered in at least 3 three days before the meeting is held or in shorter time if in urgent circumstances, by not taking into account the call date and the meeting date. 74 68 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 17 69 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 18 70 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 19 71 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 6 72 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 7 73 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 8 74 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 9 1 C HA P T E R I IN T R O D U C T IO N C HA P T E R I I T H E PR IN C IPL ES O F G O O D C O R PO R A T E G O VER N A N C E C HA P T E R I I I T H E C O MP A N Y O R G A N S C HA P T E R I V T H E C O MP A N Y’ S PR IN C IP A L PO L IC Y C HA P T E R V I MA N A G EMEN T O F R EL A T IO N - SH IP W IT H ST A K EH O L D ER S C HA P T E R V I I IMPL EMEN T A T IO N O F G U ID EL IN ES C HA P T E R V I I I C L O SI N G C HA P T E R V MA N A G EMEN T O F SU B SI D IA R IES 33 33 The call of the meeting must contain the agenda, date, time and place of the meeting. 75 The call of the meeting is not required if all the members of the Board of Commissioners attended the meeting. 76 5 The Board of Commissioners must determine the Rules of the Board of Commissioners meeting. 6 A member of the Board of Commissioners may be represented in the meeting only by other member of the Board of Commissioners based on a written power of attorney provided specifically for such purpose. 77 f. Decision-making 1 Meeting of the Board of Commissioners is legitimate and has the right to take decisions that are binding if attended or represented by more than 12 half total number of members of the Board of Commissioners. 78 2 All decisions in the meeting of the Board of Commissioners are taken with deliberation for consensus. 79 When deliberation does not reach consensus, then the decision of the meeting of the Board of Commissioner is taken with majority votes. 80 3 If the number of ‘agreed’ and ‘disagreed’ votes are equals, then the Chairman of the meeting decides the result of the meeting, except related to a self-person of which the voting is conducted with the closed election. 81 4 Invalid votes is not counted in determining the number of votes issued in the meeting. 82 5 Any decision of the Board of Commissioners must be taken in the meeting of the Board of Commissioners. 83 6 The decision may also be taken outside the Board of Commissioners meeting as long as the entire Board of Commissioners members agree on the method and material decided. 84 75 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 10 76 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 9 77 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 14 78 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 12 79 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 20 80 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 21 81 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 23 82 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 26 83 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 1 84 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 2 1 34 34 g. Minutes of the meeting. 1 Minutes of meeting should be made for every meeting of the Board of Commissioners, containing the discussion including the dissenting opinion of members of the Board of Commissioners, if any and the decision made. 85 2 Each Member of the Board of Commissioners is entitled to obtain a copy of the minutes of the Board of Commissioners meeting, either the member is present or not present in the meeting of the Board of Commissioners. 86 3 Each Member of the Board of Commissioners receives a copy of the minutes of the meeting after the meeting completed. 4 The original minutes of the Board of Commissioners meeting is submitted to the Board of Directors to be kept and maintained, while the Board of Commissioners maintains the copy. 87 5 The number of the Board of Commissioners meetings and the number of attendance of each member of the Board of Commissioners must be included in the Company Annual Report. 88

6. Induction and Capability Development Programs

a. Induction Program 89 A newly appointed member of the Board of Commissioners must be provided with an Induction Program regarding condition of the Company in general, which includes the implementation of GCG principles in the Company, the Company background, description of the obligations, duties, responsibilities and rights of the Board of Commissioners, the description relating to delegated authority, as well as the understanding related to ethical principles and norms applicable within the Company and the local community. The Induction Program is intended to provide the newly appointed member of the Board of Commissioners with an understanding on the business activities of the Company and all aspects related to his roles and responsibilities. 85 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 3 86 Regulation of the Minister of SOE No. PER-09MBU2012 Article 14 Paragraph 4 87 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 5 88 Regulation of the Minister of SOE No. PER-09MBU2012 Article 14 Paragraph 6 89 Regulation of the Minister of SOE No. PER-09MBU2012 Article 43 1 C HA P T E R I IN T R O D U C T IO N C HA P T E R I I T H E PR IN C IPL ES O F G O O D C O R PO R A T E G O VER N A N C E C HA P T E R I I I T H E C O MP A N Y O R G A N S C HA P T E R I V T H E C O MP A N Y’ S PR IN C IP A L PO L IC Y C HA P T E R V I MA N A G EMEN T O F R EL A T IO N - SH IP W IT H ST A K EH O L D ER S C HA P T E R V I I IMPL EMEN T A T IO N O F G U ID EL IN ES C HA P T E R V I I I C L O SI N G C HA P T E R V MA N A G EMEN T O F SU B SI D IA R IES 35

b. Capability Development Program

To support the execution of the duties and functions of the Board of Commissioners related to its supervisory assignments on the Company, the Board of Commissioners may propose a program to attend Seminar, Workshops, Group Discussion Forum in accordance with the needs and conditions of the Company.

7. Supervisory Function of the Board of Commissioners:

In performing its supervisory function, the Board of Commissioners is not allowed to participate in taking operational decisions. Moreover, to accelerate the supervisory function, the Board of Commissioners, jointly or individually, is entitled to have access and obtain information about the Company in a timely and completely manner. In the event that the Board of Commissioners, when performing their supervisory function, finds an indication of violation by the Board of Directors in carrying out its duties, the Board of Commissioners can impose a sanction to the Board of Directors in the form of suspension, which is followed with organizing the General Meeting of Shareholders GMOS. In addition, the Board of Commissioners, in certain circumstances required under the provisions, may perform functions of the Board of Directors temporarily if vacancy of the Board of Directors occurs.

8. Ethics of Office of the Board of Commissioners

a. Comply with all provisions set forth in the Articles of Association, GMOS Resolution and prevailing legislation. b. Encourage the creation of ethical behavior and make himself as a good role model for the Board of Directors and officers of the Company. c. Perform the task with prudence, highly dedicated, uphold honesty as high value, honest in stating his opinion, whether verbal or written, as well as in attitude and action. d. Taking stance, opinions and actions must be based on the elements of objecitivity, independent and professional manner for the interests of the Company and the Stakeholders.