STRUCTURE AND MECHANISM OF CORPORATE GOVERNANCE

BOARD OF DIRECTORS

BOARD OF DIRECTORS DUTIES AND RESPONSIBILITIES

Board of Directors main duties are:

1. Lead and manage the Company in accordance with the Company’s objectives and strives to improve the efficiency and effectiveness of the Company; and
2. Control, maintain and manage the Company’s assets.

Board of Directors represents the Company inside and outside the court, performs all actions and deeds both regarding management and ownership, and binding the Company with other parties.

Board of Directors is obliged to:

1. Strive for and ensure the implementation of the Company’s business and activities in accordance with its objectives and lines of business;
2. Prepare in time the Company’s long-term plan, work plan and annual budget, completed with the financial budget that covers exploitation budget and investment budget, including other plans related to business implementation and share activities to be further submitted to the GMS for approval;
3. Conduct and maintain the accounting and administration of the Company in accordance with the norms that apply to a company;
4. Develop an accounting system based on the principles of internal control, especially the separation of the management, recording, storage and supervision functions;
5. Provide accountability and all information regarding the condition and operation of the Company in the form of reports on the Company’s activities, including financial reports, both in the form of annual reports and in the form of other periodic reports according to the method and time specified in the Articles of Association whenever requested by the shareholders;
6. Prepare the Company’s organizational structure, along with complete job descriptions; and
7. Carry out other obligations in accordance with the Articles of Association or based on the instructions of the GMS.

BOARD OF DIRECTORS RIGHTS AND AUTHORITIES

Board of Directors has the following rights and authorities:

1. Establish policies in leading and managing the Company.
2. Regulate the provisions regarding the Company’s employment including the determination of salary, pension or old-age security and other income for the Company’s employees based on the prevailing laws and regulations and the resolutions of the GMS.
3. Appoint and dismiss the Company’s employees based on the Company’s employment regulations as well as laws and regulations.
4. Regulate the Board of Directors’ transfer of power to represent the Company inside and outside the court to a person or