STRUCTURE AND MECHANISM OF CORPORATE GOVERNANCE

MANAGEMENT OF BOARD OF DIRECTORS CONFLICT OF INTEREST

Each member of Board of Directors must comply with ethics related to conflicts of interest, as follows:

  1. Must fill out a Special Register containing information on ownership of their shares and/or their families in other companies, including if they do not have share ownership, and periodically update at the end of each year and must notify the Company if there are changes to the data in accordance with the prevailing laws and regulations;
  2. Members of Board of Directors are not authorized to represent the Company if:
    1. There is a case before the Court between the Company and the concerned member of Board of Directors;
    2. The concerned member of Board of Directors has a conflict of interest with the Company;
    3. In the event of a situation as referred to in Point a above, those who are entitled to represent the Company are:
      • Other members of Board of Directors who do not have a conflict of interest with the Company;
      • Board of Commissioners in the event that all members of Board of Directors have a conflict of interest with the Company;
      • Other parties appointed by the GMS in the event that all members of Board of Directors or Board of Commissioners have a conflict of interest with the Company
    4. In the event that all members of Board of Directors have a conflict of interest with the Company and there is no a single member of Board of Commissioners, the Company is represented by another party appointed by the GMS.

BOARD OF DIRECTORS SHARE OWNERSHIP

The entire Board of Directors has submitted a reportto the Company regarding the ownership of shares both in Pelindo and in other companies. The share ownership of each Board of Directors can be seen in the table below:

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