STRUCTURE AND MECHANISM OF CORPORATE GOVERNANCE

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PERFORMANCE APPRAISAL OF COMMITTEES UNDER BOARD OF COMMISSIONERS AND THE BASIS OF APPRAISAL

In carrying out its duties and responsibilities, Board of Commissioners is assisted by committees under Board of Commissioners including Audit Committee, Nomination and Remuneration Committee and GCG and Risk Management Monitoring Committee. The performance of Committee is evaluated periodically. The criteria for performance evaluation of Committees under Board of Commissioners are part of the Board of Commissioners KPIs that have been approved by the Shareholders. The criteria for evaluating the performance of Committees under Board of Commissioners are the Implementation of the Committee Internal Meetings and the Committee Assignment Report.

Throughout 2021, Board of Commissioners assessed that these committees had properly carried out their duties and responsibilities in supervising the operational and strategic aspects of the Company.

BOARD OF COMMISSIONERS RESIGNATION AND DISMISSAL MECHANISM

The dismissal of a member of Board of Commissioners is carried out if based on the facts of the member of Board of Commissioners concerned, among others:

  1. Unable to carry out his/her duties properly.
  2. Not implementing the provisions of the legislation and/or the Articles of Association.
  3. Engaged in actions that are detrimental to the Company and/or the State.
  4. Performed actions that violate ethics and/or propriety that should be respected as a member of Board of Commissioners of SOEs.
  5. Found guilty by a court decision that has permanent legal force; and
  6. Resign.

In addition to the reasons for dismissing members of Board of Commissioners, a member of Board of Commissioners may be dismissed by the GMS based on other reasons deemed appropriate by the GMS for the interests and objectives of the Company.