STRUCTURE AND MECHANISM OF CORPORATE GOVERNANCE

4. several members of Board of Directors who are specifically appointed for that purpose or to one or several employees of the Company either individually or jointly or to another person or entity; and
5. Carry out other actions both regarding the management and ownership, in accordance with the provisions stipulated in the Articles of Association and determined by the GMS based on applicable laws and regulations.

BOARD OF DIRECTORS TENURE

A member of Board of Directors is appointed for a period of 5 (five) years without prejudice to the GMS right to dismiss him/ her at any time.

BOARD OF DIRECTORS CRITERIA

Those who can be appointed as members of Board of Directors are individuals who are capable of carrying out legal actions, unless within 5 (five) years prior to their appointment they have:

1. Been declared bankrupt;
2. Became a member of Board of Directors or Board of Commissioners or Supervisory Board, who is found guilty of causing a company or general company to be declared bankrupt;
3. Sentenced for committing a crime that is detrimental to the State’s finances and/or related to the financial sector;
4. Must meet other requirements set by the technical agencies based on statutory regulations; and
5. The appointment of Board of Directors is carried out by taking into account the expertise, experience and other requirements based on the laws and regulations.

BOARD MANUAL OF BOARD OF DIRECTORS

In more detail, the guidelines and work procedures for Board of Directors are regulated in the Board Manual of Board of Directors and Board of Commissioners, which include, among others, the Board of Directors’ work procedures that explains the stages of activities in a structured, systematic, easy-to-understand and consistent manner, as well as can be a reference for Board of Directors in carrying out their respective duties to achieve the vision and mission of PT Pelabuhan Indonesia (Persero). With the Board Manual, it is hoped that high work standards will be achieved in line with GCG principles.

The guidelines and work procedures of Board of Directors in the Board Manual of PT Pelabuhan Indonesia (Persero) are specifically described in Chapter II, which includes:

1. Functions of Board of Directors;
2. Membership of Board of Directors;
3. Independence of Board of Directors;
4. Job Ethics of Members of Board of Directors;
5. Duties and Authorities of Board of Directors;
6. Obligations of Board of Directors;
7. Responsibilities of Board of Directors;
8. Rights of Board of Directors;
9. Principles of Board of Directors Decision Making;
10. Induction and Capabilities Improvement Program;