Members of the Board of Directors are appointed and dismissed by the General Meeting of Shareholders (GMS) for a term of five (5) years. The GMS has the right to dismiss members of the Board of Directors at any time before the end of their term of office.

The Company has a Board of Directors Charter that serves as a guideline for members of the Board of Directors in performing their duties and responsibilities.

The main duties and functions of the Board of Directors are to lead and manage the Company as well as to plan, implement, and evaluate the Company’s business strategies under the supervision of the Board of Commissioners, in order to achieve the Company’s objectives, vision, and mission.

Duties of the Board of Directors

• Manage and administer the Company in the best interests of the Company in accordance with its purposes and objectives.
• Convene the Annual GMS and other GMS meetings as stipulated in laws and regulations and in the Articles of Association.
• Perform duties and responsibilities with good faith, full responsibility, and due care.
• Hold Board of Directors meetings regularly at least once every month.
• Hold joint meetings of the Board of Directors and the Board of Commissioners regularly at least once every four (4) months.
• Prepare and submit the Annual Work Plan, which also includes the Company’s annual budget, to the Board of Commissioners for approval before the start of the financial year.
• Prepare the Annual Report and make it available at the Company’s office for review by shareholders as of the date of the notice for the Annual GMS.
• Perform other duties in accordance with the Company’s Articles of Association and applicable laws and regulations.

Authorities of the Board of Directors

The authority of two (2) members of the Board of Directors acting jointly, as stipulated in the Company’s Articles of Association, includes the following:

With the approval of the Board of Commissioners:

• Represent the Company, both inside and outside the courts, in all matters and events.
• Bind the Company to other parties and bind other parties to the Company.
• Borrow or lend money on behalf of the Company.
• Establish a business or participate in another company, whether domestically or abroad.
• Purchase non-movable property outside the ordinary course of business valued at more than Rp5,000,000,000 (five billion Rupiah).
• Lease or rent out Company assets outside the ordinary course of business valued at more than Rp5,000,000,000 (five billion Rupiah).
• Sell or transfer rights to fixed assets and companies or encumber Company assets valued less than or up to 50% of the Company’s net assets.
• Bind the Company as a guarantor for obligations valued less than or up to 50% of the Company’s net assets.
• Acquire a company.

With the approval of the GMS:

• Enter into legal actions related to conflict-of-interest transactions.
• Transfer or encumber Company assets—constituting more than 50% of the Company’s net assets in one financial year, whether in a single transaction or multiple related or unrelated transactions—in accordance with Article 102 of the Indonesian Company Law (UUPT).
• File for the Company’s bankruptcy.

The Company prohibits any member of the Board of Directors from representing the Company in court proceedings between the Company and such Director, or when the Director has a conflict of interest with the Company, or when the Director is under temporary suspension.

Responsibilities of the Board of Directors

Members of the Board of Directors hold joint and several liability for losses suffered by the Company due to errors or negligence in performing their duties.

Members of the Board of Directors are not liable for Company losses if they can prove that:

• The loss was not due to their fault or negligence.
• They had managed the Company in good faith, responsibly, and with due care in the interests of the Company and in accordance with its purposes and objectives.
• They had no personal interest, whether direct or indirect, in the management action that resulted in the loss.
• They took actions to prevent the occurrence or continuation of the loss.
• The Board of Directors has performed and been responsible for managing the Company in the interests of the Company in accordance with its purposes and objectives as stipulated in the Articles of Association, including convening the annual GMS and other meetings.