BOARD OF DIRECTORS' REPORT

In 2021, the Company held the Annual GMS for the Company’s Work Plan and Budget in a timely manner, on January 29, 2021. The Company also held the Annual GMS for the Ratification of the Annual Report for Fiscal Year 2020 in a timely manner, on May 10, 2021.

In relation to the Board of Commissioners duties and responsibilities, the Board of Commissioners is in charge of supervising the management of the Company by the Board of Directors. The Board of Commissioners also performs tasks specifically assigned to the Board of Commissioners; as well as supervises the implementation of regulations and provisions as well as government policies, especially in fields related to the Company’s objectives and business fields.

The Board of Commissioners has divided its duties and determined the factors needed to support the implementation of the Board of Commissioners’ duties. The President Commissioner/ Independent Commissioner carries out duties as the General and remuneration sector Coordinator. Independent Commissioners carry out duties in social, social and environmental responsibility, CSR and community affairs, as well as in the field of Audit. The Commissioners carry out duties in the fields of engineering, commercial, risk management, business transformation and development, human capital, law, procurement of goods and services, as well as operations and information systems.

In carrying out its duties, the Board of Commissioners avoids conflicts of interest by:

  1. Avoiding any activity that can affect their independence in carrying out their duties;
  2. Completing a Special Register containing information on their and/or their families ownership of shares in other companies, including if they do not have shares, with updates each year at the end of the year and are obliged to notify the Company if there are changes to the data in accordance with the applicable laws and regulations;
  3. Not responding to requests for donations from any party and for any reason, whether direct requests from certain parties including but not limited to officials/employees within government agencies and political parties, including those related to the procurement of goods and services in the Company to the extent this may influence the making of a decision;
  4. Guided not to take advantage of their position for personal interests or for the interests of other people or related parties that are contrary to the interests of the Company; and
  5. Making a disclosure in the event of a conflict of interest, and the member of the Board of Commissioners concerned may not be involved in the Company’s decision-making process related to this matter.

To enhance the role of the Board of Commissioners in carrying out its supervisory function, the Board of Commissioners has established 3 (three) Committees, the Audit Committee, the