The Presence of Mechanisms

1 85

e. Decision Making Procedures

1 All decision taken in the meeting of the Board of Commissioners. 179 2 The decision may also be taken outside the meeting of the Board of Commissioners provided that all members of the Board of Commissioners agree about the way and material to be decided. 180 3 All decisions of the meeting of the Board of Commissioners must be based on rational consideration, good faith, considering risk management and have gone through deep investigations on various relevant things, sufficient information and free from conflict of interest and also are made independently by each Member of the Board of Commissioners. 4 Each Member of the Board of Commissioners is responsible for the decision of the Board of Commissioners. 5 All decisions in the meeting of the Board of Commissioners is taken with deliberation for consensus. 181 6 If the deliberation does not reach any consensus, then the decision of the meeting of the Board of Commissioners is taken by an ordinary majority voting. 182 7 If the number of votes that agree and disagree as much, then the decision is to be same as the opinion of the Chairman of the meeting, with remain due regard to the provision of accountability, except for voting for a person, the decision- making meetings is conducted with the closed election. 183 8 Each Member of the Board of Commissioners shall be entitled to issue 1 one vote plus 1 one vote for a member of the Board of Commissioners that he represents. 184 9 A blank vote abstained is deemed agreeing with the proposal submitted in the meeting. 185 10 In the event that there are more than 2 two alternative proposals and voting result has not achieved one 1 alternate with the votes of more than 12 a half of the number of votes 179 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 1 180 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 2 181 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 20 182 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 21 183 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 23 184 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 22 185 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 24 85 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 1 86 issued, revoting has accordingly to be performed on the 2 two alternatives which have achieved major votes so that any of the alternatives may achieve votes of more than ½ a half of the number of votes issued. 186 11 Invalid votes are considered do not exist and are not counted in determining the number of votes issued at the meeting. 187 12 Decisions concerning strategic aspects must be done through the mechanism of Meetings of Board of Commissioners. These strategic aspects, among others, include all acts of the Board of Directors that must obtain the consent of the General Meeting of Shareholders after obtaining the written recommendation of the Board of Commissioners and all acts of the Board of Directors that must obtain written approval of the Board of Commissioners. 13 Meeting decision which is taken in the internal meeting forum of the Board of Commissioners andor joint meeting Board of Commissioners and Board of Directors is regulated as follows: a Conveying the original proposal letter, which is submitted by the Board of Directors to the Board of Commissioners andor President Commissioner for obtaining decision of the Board of Commissioners, Proposal letter is submitted by the Secretary to related members of the Board of Commissioners whose functions are within the materialscope proposed. b In the event that the Board of Directors’ proposition is restricted and confidential, the proposal letter should be submitted to the President Commissioner. c Submission period of the proposal is not later than 1 one month before the schedule of internal meeting of the Board of Commissioners, to provide sufficient time for the Board of Commissioners to study and examine the proposal and schedule it, discuss the proposal and set a decision of the Board of Commissioners. d In a certain case where a strategic proposition has potential majorsignificant impact to the continuity of the Company, opinionrecommendationadvice determined in the internal meeting of the Board of Commissioners is to 186 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 25 187 Article of Association of PT SUCOFINDO PERSERO Article 16 Paragraph 26 86