STRUCTURE AND MECHANISM OF CORPORATE GOVERNANCE

BOARD OF DIRECTORS MEETING

 

MEETING POLICY

  1. Board of Directors holds a meeting whenever the President Director deems it necessary or on request from at least 1/3 (one third) of the total members of Board of Directors by mentioning the matters to be discussed;
  2. Board of Directors meetings are held at the domicile of the Company or in other places within the territory of the Republic of Indonesia as determined by Board of Directors;
  3. Board of Directors meetings are valid and have the right to make binding decisions, if attended by more than (half ) of Board of Directors members;
  4. All Board of Directors meetings are chaired by the President Director and if absent or unable to attend, the meeting is chaired by a Director specifically appointed for that purpose by the President Director;
  5. All decisions in Board of Directors meetings are taken by deliberation to reach a consensus;
  6. If this cannot be implemented, the decision will be taken by majority vote;
  7. Each member of Board of Directors has the right to cast one vote;
  8. If the number of agree and disagree votes is the same, then the President Director or the meeting chairman will decide;
  9. From everything discussed and decided in Board of Directors meeting, the minutes of the meeting must be drawn up and signed by the chairman of Board of Directors meeting and by a member of Board of Directors appointed by and from among those present;
  10. AmemberofBoardofDirectorsmayberepresentedatameeting only by another member of Board of Directors based on a written authorization given specifically for this purpose; and
  11. Binding decisions may also be taken without holding a Board of Directors meeting, provided that the decision is approved in writing and signed by all members of Board of Directors.