Supervisory Function of the Board of Commissioners: Ethics of Office of the Board of Commissioners

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9. Performance of the Board of Commissioners

In order to ensure and improve the effectiveness of the Board of Commissioners, the Board of Commissioners establishes Key Performance Indicators KPI as determined by the GMOS. KPI is a measurement of assessment on the achievement of the implementation of the duties and responsibilities in supervising and providing advice by the Board of Commissioners in accordance with the legislation andor Articles of Association. The Board of Commissioners is obligated to submit quarterly report regarding the development of Performance Achievement Indicator, to shareholders. 90 Performance evaluation of the Board of Commissioners is held 1 one time in a year. Results on the performance evaluation of the BOC members is used by the GMOS in providing remuneration as well as one of the indicators in re-appointment and dismissal of the Members of the Board of Commissioners concerned.

D. SUPPORTING ORGAN OF THE BOARD OF COMMISSIONERS

1. Committees of the Board of Commissioners For the smoothness in executing its duties and responsibilities, the Board of Commissioners is supported at least by the Audit Committee, and may consider to form other committees. Further arrangement on committees, related to the composition, membership, duties and responsibilities, rights and authority is regulated in the charter of each Committee. a. Audit Committee 91 Is a Committee that is working collectively to assist the Board of Commissioners in ensuring the effectiveness of the internal control system and the effectiveness of the implementation of the external auditor and the internal auditor. 90 Regulation of the Minister of SOE No. PER-09MBU2012 Article 15 91 Article of Association of PT SUCOFINDO PERSERO Article 10 Paragraph 2 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 37 37

b. Other Committee

92 The Board of Commissioners may establish other committees more than one andor determine the number of members of the Committee, who is not coming from members of the Board of Commissioners, more than 2 two, if: 1 Required based on the legislation, or 2 Approved by the Minister based on complexity and burdens faced by the Board of Commissioners in carrying out its tasks in the Company.

2. Secretary to the Board of Commissioners

93 The Board of Commissioners may establish a Secretariat headed by a Secretary to the Board of Commissioners who is assisted by staff of the Secretariat of the Board of Commissioners. The Secretary to the Board of Commissioners and staff of the Secretariat of the Board of Commissioners are appointed and dismissed by the Board of Commissioners. The Secretary to the Board of Commissioners assists in secretarial function within the Board of Commissioners.

E. THE BOARD OF DIRECTORS

The Board of Directors is the Organ of the Company that is fully responsible based on the Articles of Association, the resolution of the GMOS as well as prevailing legislation in carrying out the work program of the Company and managing the Company for the interests and objectives of the Company.

1. Qualifications of the Board of Directors

Person who can be appointed as member of the Board of Directors is: a. Citizen of Indonesia who is able to perform legal action. b. Individual who is competent in performing legal action, except within 5 five years before his appointment ever: 94 1 Was declared bankrupt; 2 Was a member of the Board of Directors or a member of the Board of Commissioners who was found guilty of causing a company or public company was declared bankruptcy; or 92 Regulation of the Minister of SOE No. PER-12MBU2012 Article 2 93 Regulation of the Minister of SOE No. PER-12MBU2012 Article 2 94 Article of Association of PT SUCOFINDO PERSERO Article 10 Paragraph 2