Circumstances of All Position of Members of the Board of Commissioners Vacant

1 61 d. The Acting member of the Board of Commissioners as mentioned in subparagraph b and c, is awarded with honorarium and allowancesfacilities as member of the Board of Commissioners, except for the severance payments. B. INDUCTION PROGRAM AND CAPABILITY ENHANCEMENT 1. Induction Program A member of the Board of Commissioners, who is appointed for the first time, must be provided with an Induction Program regarding the Company. The Induction Program is required to allow the newly appointed member of the Board of Commissioners to understand the background and the business activities of the Company as well as in order to understand all aspects related to his roles and responsibilities, so he can perform the tasks effectively. The responsibility for conducting the induction program is held by the Corporate Secretary or whoever runs the function as Corporate Secretary. 129 The documentation of the induction program is also carried out by the Corporate Secretary. Material of the Induction Program includes: a. An Overview of PT SUCOFINDO PERSERO relating to: 1 The Articles of Association of the Company, 2 Mission, vision, values and corporate culture as well as Employee code of conduct CoC, 3 Organization structure of the Company, the operational and financial performance, strategies, short-term and long-term business plans, competitive position, risks and other strategic issues. b. Principles and the implementation of Good Corporate Governance in the Company. c. Description of tasks, authority and rights of the Board of Commissioners and Board of Directors as well as the legal responsibility of the members of the Board of Commissioners and Board of Directors. 129 Regulation of the Minister of SOE No. PER-09MBU2012 Article 43 Paragraph 2 61 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 62 d. Explanations relating to the delegated authority, internal and external audits, internal control systems and other policies as well as the duties and roles of the Audit Committee and other committees if any. e. Team building, this activity includes all members of the Board of Commissioners, either those who newly serves or those who had previously served to establish the unity and teamwork as the Board of Commissioners. Induction program is provided in the form of a. presentation by stages, b. the Company and branches visits by observing and dealing directly, c. document review, andor d. other programs that can be customized to the needs. The Induction program should be carried out not later than 90 ninety calendar days after the GMOS determined the appointment of the new members of the Board of Commissioners.

2. Capability Enhancement Program

The capability enhancement program for the Board of Commissioners is intended to allow the members of Board Commissioners to always update the information about latest developments of the financial and operational activities related to the core business of the Company. Provisions related to the capability enhancemet program for the Board of Commissioners are as follows: a. Capability enhancement program is implemented in order to improve the effectiveness of the work of the Board of Commissioners. b. The implementation plan of the capability enhancement program should be included in the work plan and budget of the Board of Commissioners. c. Capability enhancement program can be in the form of overseas official travel of members of the Board of Commissioners, with the following provisions: 130 : 130 Circular Letter Number: SE-04MBU62015 62 1 63 1 Overseas official travel activity is part of the execution of the duties of the Company and is not an allowance or facilities providedafforded by the Company, 2 Overseas official travel activitiy for the purpose of seminars, workshops, dissemination and similar activity is to be carried out by adhering the principles of effectiveness, efficiency, high selectivity, appropriateness in accordance with the Company’s needs as well as prioritizing the interests and development of the Company, 3 The number of personnel of members of the Board of Commissioners who do travel is limited according to the purpose of official travel, 4 Overseas official travel plan for members of the Board of Commissioners is to be proposed in writing to the Minister of State Owned Enterprises for approval, 5 The above proposed plan should explain the objectives and interests of the program, duration, the source of financing, the budget and other relevant information, 6 Upon completion of the overseas travel, the member of the Board of Commissioners is obliged to submit the official overseas travel report to the Minister of State-Owned Enterprises in 14 fourteen days at the latest. d. Every member of the Board of Commissioners, who joins the capabilities enhancement program such as seminars andor training, is required to perform a presentation to other members of the Board of Commissioners in order to share the information and knowledge knowledge sharing. e. The member of the Board of Commissioners concerned is responsible for preparing a report on the implementation of the Capability Enhancement Program. The report is conveyed to other members of the Board of Commissioners.