Rights of the Shareholders in the GMOS

1 26 26

12. Authority of the GMOS

The authorities of the GMOS are as follows a. Appoint and dismiss the Board of Commissioners and Board of Directors of the Company including the independent Commissioners in accordance with the prevailing provisions. b. Determine the Key Performance Indicators of the Board of Commissioners based on a proposal from the Board of Commissioners. 43 c. Determine the segregation of duties and authorities of every Member of the Board of Directors. In the event that the GMOS does not specify the same, the segregation of duties and authority among the Board of Directors is determined based on the decision of the Board of Directors. 44 d. Approve and ratify the annual financial reports that consist of balance sheets, profit and loss statement, and cash flow statement. 45 e. Determine the profit utilization. 46 f. Appoint a public accountant. 47 g. Determine the salary and benefits of the Board of Commissioners and the Board of Directors. 48 The authority of the GMOS upon the determination of salary and benefits for the Board of Directors can be delegated to the Board of Commissioners with a determination based on the decision of the Board of Commissioners meeting. 49 h. On such designation, the Board of Commissioners reports the results to the GMOS. i. Decide the utilization of the reserved funds, amendment of the Articles of Association, Company dissolution and liquidation. 50 j. Decide the merger, acquisition, separation and changes of the Company business entity. 51 k. Decide the following matters, which have material value in accordance with the criteria as prescribed by the regulations at the time the transaction is carried out: 43 Regulation of the Minister of SOE No. PER-09MBU2012 Article 15 Paragraph 1 44 Article of Association of PT SUCOFINDO PERSERO Article 11 Paragraph 26 45 Article of Association of PT SUCOFINDO PERSERO Article 21 Paragraph 2 46 Article of Association of PT SUCOFINDO PERSERO Article 26 Paragraph 1 47 Article of Association of PT SUCOFINDO PERSERO Article 8 Paragraph 4 48 Law No. 40 Year 2007 Article 96 Paragraph 1 and Article 113 49 Law No. 40 Year 2007 Article 96 Paragraph 2 and 3 50 Article of Association of PT SUCOFINDO PERSERO Article 27, Article 28 Paragraph 1, Article 30 Paragraph 1 51 Article of Association of PT SUCOFINDO PERSERO Article 29 Paragraph 1 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 27 27 1 Perform capital investment and release of capital investment in other business entities. 2 Establish a subsidiary. 3 Establish license cooperation and agreements, management agreements, and other similar agreements with other business entities or parties with a value or a time period exceeding GMOS determinations. 4 Do not re-collect written-off receivables. 5 Bind the Company as guarantor borg or avalist.

13. Accountability of the Shareholders

Accountability of the shareholder is a framework, systems and procedures that belong to shareholders that can be described as follows: a. Shareholders implement GCG in accordance with their authority and responsibilities. 52 b. Shareholders must comply with the Articles of Association and all decisions taken legitimately in the GMOS as well as prevailing legislation. c. The shareholders are not allowed to interfere the Company’s operational activities that are the responsibility of the Board of Director in accordance with the Company Articles of Association and the prevailing legislations. d. The shareholders have the responsibility to encourage the implementation of GCG principles in the management process of the Company. e. Shareholders are responsible for maintaining business continuity of the Company and the achievement of the Company objectives.

C. THE BOARD OF COMMISSIONERS

Is the Company’s Organ that is in charge of and responsible collegially to conduct general and specific surveillance to provide advices to the Board of Director in running and managing the Company and to ensure that the Company implements GCG. 52 Regulation of the Minister of SOE No. PER-09MBU2012 Article 11