Performance of the Board of Commissioners

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