BOARD OF DIRECTORS' REPORT

Each member of the Board of Directors must comply with the following ethics related to conflicts of interest:

1. Must complete 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;
2. Members of the Board of Directors are not authorized to represent the Company if:
   1. There is a case before the Court between the Company and the relevant member of the Board of Directors;
   2. The member of the Board of Directors concerned 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 the Board of Directors who do not have a conflict of interest with the Company;
      • The Board of Commissioners in the event that all members of the Board of Directors have a conflict of interest with the Company; and
      • Other parties appointed by the GMS in the event that all members of the Board of Directors or Board of Commissioners have a conflict of interest with the Company.
   4. In the event that all members of the Board of Directors have a conflict of interest with the Company and there is not a single member of the Board of Commissioners, the Company is represented by another party appointed by the GMS.

The Board of Directors holds Board of Directors Meetings, and attends the Board of Commissioners Meeting in accordance with the laws and regulations. The Board of Directors can hold a meeting whenever deemed necessary by the President Director or at the suggestion of at least 1/3 (one third) of the total members of the Board of Directors by mentioning the matters to be discussed. In 2021, the Board of Directors held 22 (twenty two) Board of Directors Meetings.

The Board of Directors has established a quality and effective corporate secretary function. The Corporate Secretary is a corporate governance organ that plays a significant role as a Compliance Officer who assists the Board of Directors in implementing GCG principles and complying with the provisions of GCG practices. The Group Head of the Corporate Secretary of PT Pelabuhan Indonesia (Persero) reports directly to the President Director and is tasked with carrying out the mission to support the creation of a consistent and sustainable good corporate image through effective communication programs to all stakeholders.