DRAFT
ARTICLE OF ASSOCIATION
PERUSAHAAN PERSEROAN (PERSERO) PT BANK MANDIRI (PERSERO) TBK.
Disclaimer:
NAME AND DOMICILE Article 1
1. This Limited Liability Company is named “PERUSAHAAN
PERSEROAN (PERSERO) PT BANK MANDIRI Tbk.” or shortened
as “PT BANK MANDIRI (PERSERO) Tbk. , (hereinafter in this
Articles of Association shall be referred to as the Company ), domiciles and has its head office in South Jakarta.
2. The Company may open its branch(es) or representative(s) in the other places, either ins or out of the territory of the Republic of Indonesia subject to prior approval from the Board of Commissioners for branch(es) or representative(s) office outside of the territory of the Republic of Indonesia.
THE TERM OF ESTABLISHMENT OF THE COMPANY
Article 2
This Company was established on 2nd-10-1998 (the second day of
October, one thousand nine hundred and ninety eight) and obtained its legal entity on on 2nd-10-1998 (the second day of October, one
thousand nine hundred and ninety eight) and incorporated for an unlimited period of time.
1. The purposes and objectives of the Company are to engage and deal with banking business in accordance with applicable laws and regulations and to optimize the utilization of the Company s resources for high quality services and competitive value to gain profits in regards to increase the value of Company by applying the Limited Liability Company Principles.
2. In order to achieve the above-mentioned purposes and objectives, the Company may engage the following business activities as follows:
a. mobilizing funds from tha public in the form of deposits, comprising demand deposits, time deposits, certificate of deposits, savings and/or other equivalent forms of deposits;
b. extending credits;
c. Issue notes;
d. purchasing, selling or guaranteeing against own risk or on behalf of and/or at the request of a customer:
1) bills of exchange, including banker s acceptances of which the maturity is no longer than the common practice of trading such documents;
3) treasury bills and government guarantees;
4) Bank of Indonesia Certificates (SBIs);
5) bonds;
6) commercial papers as per the rules and legislations;
7) Other commercial paper instruments as per the rules and legislations.
e. Transferring money either on behalf of and/or at the request of a customer;
f. Placing funds in, borrowing funds from, or lending funds to the other banks, whether by letter, telecommunications device and by sight draft, cheques, or other means;
g. Accepting payments in respect or claims for securities, settling accounts with or among thirds parties;
h. Providing safety deposits boxes for valuable googs and papers;
i. Undertaking custodial activities on behalf of another party based on contracts;
j. Undertaking placement of funds among customers in the form of securities not listed in the Stock Exchange;
l. Providing financing and/or conducting other activities based on Syariah Principles, in accordance with the applicable laws and regulations stipulated by the appropriate authorities;
m. Conducting other business commonly undertaken by banks providing that such activities shall not be in contravention of the provisions of laws and regulations. 3. In addition to conducting the banking operations as referred to
in paragraph (2), the Company may also:
a. conduct activity in foreign exchange with due to the regulations stipulated by the appropriate authorities;
b. conduct equity participation in other banks or business entities operating in financial services, such as leasing, venture capital, securities house, insurance, and Securities Clearing House with due observance to the laws and regulations stipulated by the appropriate authorities;
d. act as the founder and the management of a pension fund in accordance with the prevailing laws and regulations on pension funds;
e. purchase part or all collaterals either through an auction or in any other methods in case the debtor fails to fulfill its obligations to the Company provide that the bought collaterals must be withdrawn in due course.
In addition to the aforementioned business activities, the Company may also carry out any supporting business activities in the framework of optimization of resources utility owned to support the main business activities to the extent that it is in accordance with laws and regulations.
CAPITAL Article 4
1. The authorized capital of the Company is Rp
16,000,000,000,000.00 (sixteen trillion rupiah) divided into:
a. 1 (one ) Series A Dwiwarna share; and
each share has a nominal value of Rp 500.00 (five hundred rupiah);
2. Such authorized capital have been subscribed in the amount of 100% (one hundred percent) or as many as 23,333,333,333 (twenty-billion three hundred and thirty-three million three hundred and three thousand three hundred and
thirty-three) shares with its total nominal value is
Rp11,666,666,666,500.00 (eleven trillion six hundred and sixty-six billion sixty-six hundred and sixty-sixty-sixty-six million sixty-six hundred and sixty-six thousand and five hundred Rupiah) consisting of:
a. 1 (one) series A Dwiwarna shares with its total nominal value is 500.00 (five hundred rupiah);
b. 23,333,333,332 (twenty-three billion three hundred and thirty-three million three hundred and thirty three thousand three hundred and thirty-two) series B shares with its total nominal values is Rp11,666,666,666,000.00 (eleven trillion six hundred and sixty-six million six hundred and sixty-six thousand Rupiah).
3. 100% (one hundred percent) of the subscribe nominal value of
each share over or all are hereinabove Rp
sixty-six thousand five hundred Rupiah) have been subscribed and fully paid up to the Company by each of shareholders.
4. With due observance of the applicable legislation including the regulation on the Capital Market in Indonesia, payment for share can be made in the form of money or in the other forms. The payment for share in other form either with tangible or intangible assets shall comply with the following provisions:
a. the assets as the payment of capital shall be announced to public at the the summon of General Meeting of Shareholders (hereinafter referred to as GMS ) concerning the payment;
b. the assets used as the capital payment shall be assessed by the Valuer register with Financial Service Authority and it is not collateralized in any manner whatsoever;
c. obtain GMS approval with the quorum as stipulated in Article 25 paragraph (1);
d. in the event that the assets as the payment of capital are made in the form of shares of the Company conducting public offers and listed in the Stock Exchange, then the price shall be determine based on the proper market value; and
net profit, and/or element of equity have been stated in the last Annual Financial Statement audited by an Accountant registered at the Financial Service Authority with unqualified opinion.
5. The Shares which are still in the portfolio shall be issued by Board of Directors according to the Company s capital requirement with time the manners and price as determined by Meeting of Board of Directors upon the approval of GMS, and in relation to the price, GMS may delegate the authority to stipulate price to Board of Commissioners with due observance of the provisions in the Articles of Association, and Laws and Regulations as well as the applicable provisions on the Capital Market, provided that is the issuance shall not below at par value.
6. Any increase of capital through Equity Securities (Equity Securities in nature means exchangeable Share or Securities containing the right to obtain share from Company as the issuer), shall be made under the provisions as follows:
a. Any increase in capital through the issuance of Securities of Equity made through ordering, it must be done conducted by giving the Pre-Emptive Right (hereinafter referred to as
Shareholders Register in the name of the respective shareholders on such date, and Company is obliged to announce the capital addition plan by HMETD to the shareholder with due observance of the provisions on the Capital Market.
b. Without prejudice to the enforceability of laws and regulations on the Capital Market, the issuance of Equity Securities without HMETD to shareholders may be carried out in the event that the share issuance is:
1) allocated to the Company s employees;
2) allocated to the holders of bonds or other securities which can be converted to shares, and have been issued approved by GMS approval;
3) issued in the framework of organization and/or re-structuring upon GMS approval; and/or
4) Specially designated to the Republic of Indonesia as the shareholder of Series A Dwiwarna.
c. HMETD may be transferred and traded within the period of time stipulated in laws and regulations as well as the applicable provisions on the Capital Market.
of Equity Securities to be issued, the Equity Securities which is not taken is obliged to be proportionally allocated to the total HMETD executed by the shareholders who intend to buy shares. e. In case any remaining Equity Securities which are not subscribed yet by shareholders as referred to in paragraph (6) letter d of this Article, if there are any standby buyers, such Equity Securities are obliged to be allocated to standby buyers with the same price and conditions.
f. the issuance of share in portfolio for Securities holder can be exchanged with the Securities that contains rights to obtain share, can be conducted by Board of Directors based on the GMS of Company resolution that approved the issuance of such Securities.
g. increase of the increase of paid-up capital becomes effective upon the payment has been made,, and the issued shares have equal right with the shares having the same classification issued by the Company, without prejudice to manage the notice to the Minister whose duties and responsibilities are dealing with Law and Human Rights (hereinafter referred to as
Minister ).
8. Amendment of Articles of Association in the framework of the change of authorized capital must be approved by Minister, provided that:
a. the increase of authorized capital that resulting the issued and paid up capital to be less than 25% (twenty-five percent) of the authorized capital, may be performed to the extent that:
1) it has obtained GMS approval to increase the authorized capital;
2) it has obtained the approval of Minister;
3) the increase of issued and paid-up capital so that it becomes at least 25 % (twenty-five percent) shall be made within the latest 6 (six) months after the approval of Minister;
4) In the event that the increase of paid up capital as referred to in point 3 is not fully complied with, Company must amend its Articles of Association, so that the authorized capital, the issued capital and the paid up capital shall comply with the provision of Law of Limited Liability Company (hereinafter referred to as Companies Law ), within 2 (two) months after the period stated in point 3 has not been fulfilled;
b. The Amendment of Articles of Association in the framework of increase of the authorized capital shall become effective upon the payment of capital has been made that resulting in the total amount of issued capital and paid-up capital is to become at least 25% (twenty-five percent) of authorized capital and has the equal rights with the other shares issued by Company with due observance of the provision in this Articles of Association, without prejudice to the Company s obligation to manage the approval of amendment of Articles of Association from Minister upon the implementation of such issued capital and the increase of paid-up capital.
9. Every increase of capital through the issuance of Equity Securities may deviate from the provision above aforesaid, if the laws and regulations on the Capital Market and Stock Exchange regulation where the Company s shares are registered are determine otherwise.
10. GMS contemplated in this Article must be attended by Series A Dwiwarna shareholders and the resolution of such Meeting must be approved by Series A Dwiwarna Shareholders.
1. The Company s shares shall be registered shares and shall be issued on behalf of its owner as registered in the Company s Shareholders Register consisting of:
a. Series A Dwiwarna which may be specially owned by the State of the Republic of Indonesia; and
b. Series B Share which may be owned by the State of the Republic of Indonesia and/or public.
2. In the Articles of Association, "share" shall mean Series A Dwiwarna share and Series B share, "shareholder" shall mean Series A Dwiwarna shareholder and Series B shareholder, unless strictly otherwise stipulated herein.
3. Company shall only recognize a person or one legal entity as the authorized party to exercise the rights given according to law on 1 (one) share.
4. a. To the extent that in the Articles of Association is not stipulated otherwise, Series A Dwiwarna shareholder and Series B shareholder shall have the same rights and each 1 (one) share shall give 1 (one) voting right.
b. According to this Articles of Association, Series A Dwiwarna share shall be the share specially owned by the State of the Republic of Indonesia which gives the holder special rights as Series A Dwiwarna shareholder.
1) The rights to approve in GMS concerning the matters as follows:
a) Approval on the amendment of Articles of Association; b) Approval on the change of Capitalization;
c) Approval of the appointment and dismissal of members of Board of Directors and Board of Commissioners;
d) Approval in relation to merger, amalgamation, taking-over, segregation and dissolution of the Company;
e) Approval on the remuneration of members of Board of Directors and Board of Commissioners;
f) Approval on the handover of asset and pledge of asset which is based on Articles of Association, it requires approval of GMS;
g) Approval concerning the participation and reduction of capital participation percentage in the other company based on laws and regulations applicable on the Capital Market requires GMS approval;
h) Approval on net profit;
i) Approval on investment and long term financing which is not operational in nature which is based on the Articles of Association, it requires the approval of GMS;
2) Rights to propose GMS agenda;
4) Rights to submit a binding nomination on the candidate of member of Board of Directors and candidate of member of Board of Commissioners;
provided that such mechanism of rights exercise shall be in compliance with the provisions in Articles of Association and laws and regulations.
d. Except for the privileges as mentioned in letter c and in the other parts of this Articles of Association, Series B shareholders shall have the same rights with due observance of Article 25. 5. If a share which is handed over due to inheritage or based on the
other reasons becoming to be owned by more than 1 (one) persons, those having the collectively share are required to appoint one among them and just only the aforesaid person appointed who shall be recorded as their collective representative in the Company s shareholders list, being entitled to exercise any rights to use the rights given by law on such share.
6. In case the collective shareholders fail to notify in writing the Company of the appointment of such collective representative, Company shall treat the shareholders whose names are listed in Company s shareholders list as the only ne legitimate holder of such share(s).
8. To all Company s shares listed in the Stock Exchange, laws and regulations on the Capital Market and Stock Exchange Regulation at the place where the Company shares are listed shall apply.
SHARE CERTIFICATE Article 6
1. The evidence of Share Ownership shall be as follows:
a. In the event that Company s Share is not stored in Collective Depository at the Securities Clearing House, then the Company shall provide the evidence of share ownership in the form of share certificate or collective share certificate to the shareholders.
b. In the event that Company s Share is included in Collective Depository in Securities Clearing House, Company shall be obliged to issue certificate or written confirmation to Securities Clearing House as the evidence of recording in the Company s Shareholders List Book.
2. Company issues share certificate on behalf of the owner as listed in the Company s shareholders list, pursuant to laws and regulations on the Capital Market and the provisions applicable in Stock Exchange where the Company s shares are listed.
4. On the share certificate shall be contained at least: a. Name and address of Shareholder;
b.Share certificate serial number; c. Issuance date of share certificate; d.Share s nominal value.
5. On the collective share certificate shall be contained at least : a. Name and address of Shareholders;
b. Collective share certificate serial number; c. Issuance date of collective share certificate;
d. Share s nominal value and the collective share value;
e. The quantity of shares and the relevant share certificate number.
Securities which can be converted into share, with due observance of laws and regulations on the Capital Market and regulation of Stock Exchange at the place where Company s shares are listed. 7. In the event that Company does not issue share certificate, share
ownership can be proven by share ownership certificate issued by Company.
8. All share certificates and/or collective share certificates issued by Company may be pledged in accordance with the provision of laws and regulations on the Capital Market and Companies Law.
DUPLICATE OF SHARE CERTIFICATE Article 7
1. If a share certificate is damaged, the replacement to such share certificate can be made if:
a. the party submitting the written application for share certificate replacement of such share must be the owner of such share; b. Company has received the damaged share certificate;
c. The original damaged share certificate shall be returned back and may be exchanged with the new share certificate under the same serial number with the original share certificate; and
d. Company shall estroy the original of damaged share certificate after giving the duplicate of such share certificate.
a. the Party submitting the written application for share certificate replacement of such share shall be the owner of the certificate; b. Company has obtained the reporting document issued by the
Police of the Republic of Indonesia concerning the loss of such share certificate;
c. the Party submitting the written application for share certificate replacement shall deliver guarantees deemed adequate by the Company s Board of Directors; and
d. the issuance plan of lost duplicate share certificate has been announced in the Stock Exchange where the Company s share is listed within at least 14 (fourteen) days prior to the issuance date of the duplicate of share certificate.
3. After such replacement share certificate is issued, the substituted share certificate shall be no longer valid for Company.
4. All costs arising out for the issuance of duplicate of share certificate shall be borne by the relevant Shareholder.
5. The provisions aforesaid with respect to the issuance of duplicate share certificate shall also apply to the issuance of replacement collective share certificate or the Equity Securities in nature.
COLLECTIVE DEPOSITORY Article 8
a. shares in the Collective Depository in the Securities Clearing House must be recorded in the Company s shareholders list on behalf of Securities Clearing House.
b. shares in Collective Depository at Custodian Bank or Securities Company which are listed in the Stock account in the Securities Clearing House shall be recorded on behalf of the concerned Custodian Bank or Securities Company for the interest of account holder in such Custodian Bank or Securities Company; c. if shares in Collective Depository at Custodian Bank constitute
part of Mutual Fund Securities Portfolio in the form of collective investment contract and excluded in the Collective Depository in the Securities Clearing House, then Company will record such shares in the Company s shareholders list book on behalf of Custodian Bank for the interest of the Participating Unit owner of Mutual Fund in the form of such collective investment contract;
d. Company shall issue certificate or confirmation to the Securities Clearing House as referred to in letter a of this paragraph or Custodian Bank as referred to in letter c of this paragraph as the evidence of registration in the Company s shareholders list book;
in the Company s shareholders list book to be on behalf of the Party appointed by the concerned Securities Clearing House or Custodian Bank;
f. Mutation application delivered by Securities Clearing House or Custodian Bank to Company or by Securities Administration Bureau appointed by Company;
g. The Securities Clearing House, Custodian Bank or Securities Company shall be required to issue confirmation to account holder as registration evidence in Securities account;
h. In the Collective Depository, each share from the same type and classification issued by Company shall be corresponding with and exchangeable between one to another;
i. Company shall be obliged to reject share registration in Collective Depository if such share certificate is lost or destroyed, unless the Party requesting the concerned mutation is able to provide evidence and or adequate guarantee that such Party is actually as a shareholder and such share certificate is actually lost or destroyed;
j. Company is obliged to reject share registration in Collective Depository if such share is pledged, placed in attachment based on the court judgement or seized for criminal act investigation; k. Securities account holder whose Securities are listed in the
account.
l. Custodian Bank and Securities Company shall deliver Securities account list and the total shares of the Company owned by each of account holder at such Custodian Bank and Securities Company in the Securities Clearing House, to be then delivered to Company within at least 1 (one) working day prior to the summons of GMS;
m.Investment Manager shall reserve the right to attend and vote in GMS on Company s share included into Collective Depository in Custodian Bank which is part of Mutual Fund Securities portfolio in the form of collective investment contract and is not included into Collective Depository in Securities Clearing House provided that such Custodian Bank is obliged to convey the name of Investment Manager within no later than 1 (one) working day prior to the summons of GMS;
n. Company shall hand over dividends, bonus stocks share or other with respect to the Securities Clearing House on behalf of Collective Depository in the Securities Clearing House and then the Securities Clearing House shall transfer dividends, bonus stocks or other rights to the Custodian Bank and to the Securities Company for interest of each of account holders at Custodian Bank and Securities Company;
Custodian Bank on the shares in Collective Depository at Custodian Bank which is part of Mutual Fund Securities Portfolio in the form of collective investment contract form and excluded in the Collective Depository in the Securities Clearing House;
p. the deadline of Securities account holder who reserves the right to gain dividends, bonus stocks or other rights with respect to the shareholding in the Collective Depository shall be decided by GMS provided that Custodian Bank and Securities Company are required to deliver Securities account holder list and the total shares of Company owned by the each of Securities account holder to the Securities Clearing House at the latest on the date of which the determination of the shareholders having the right to get dividends, bonus stocks or other rights, to be subsequently submitted to Company at least 1 (one) working day after the date of which the determination of the shareholders having the right to get dividends, bonus stocks or other rights.
SHAREHOLDER REGISTER AND THE SPECIAL REGISTER Article 9
1. Board of Directors shall keep and maintain Shareholders Register and Special Register t, and make them availableat the Company domicile
2. the Shareholders Register shall record at least: a. Names and addresses of shareholders;
b. Number of shares, serial numbers, and the share acquisiton date by the shareholders;
c. The amount paid up for each share;
d. Name(s) and address(es) of the person or the legal entity who has lien right over the share or as a share fiduciary transferee and the date acquistion of such lien right or the date of fiduciary registration ;
e. Information on the share payments other than in cash; and f. Other information deemed necessary by The Board of Directors.
3. the Special Register shall record any information on the ownership of the shares and/or any change of share ownership of the Board of Directors and the Board of Commissioners and their families in the Company and/or in the other Companies, and the date of acquisition of such shares.
have been legally addressed if it is sent to the last recorded address in the Shareholders Register.
5. The Board of Directors is required to keep and maintain the Shareholders Register and Special Register in the best possible way.
6. Every Shareholder is entitled to see Shareholders Register and Special Register at the Company s Office or at The Securities Administration Bureau Office appointed by Company during working hours.
7. The Board of Directors may appoint and authorize Securities Administration Bureau to carry out shares registered in the Shareholders Register and Special Register. Any registration and record in the Shareholders List including sale, transfer, pledge, mortgage or fiduciary guarantee, in regard of the Company s shares or rights or interests of shares must be made in accordance with this Articles of Association and laws and regulations on the Capital Market.
8. Provision in this Article shall apply to the extent that it is not otherwise provided in laws and regulations on the Capital Market and in the provision of Stock Exchange at the place where the Company s shares are listed.
the shares, the interested party must submit a written report to the Board of Directors or the party appointed by Board of Directors to be recorded and registered in Shareholders egister, in accordance with this Articles of Association with due observance of the regulations on the Capital Market and Stock Exchange at the place where the Company s shares are listed.
ASSIGNMENT OF RIGHT TO SHARES Article 10
1. In the event that there is a change of ownership of a share, the former owner registered in the Shareholders Register shall be deemed as the owner of such share until the new owner is registered in the Shareholders Register of the Company, such matter is executed with due observance of the regulations on the Capital Market and Stock Exchange at the place where the Company s shares are listed.
2. a. Unless it is regulate otherwise in laws and regulations in especially regulation on the Capital Market and in the Articles of Association, any transfer over share must be demonstrated by a document duly signed by or on behalf the transferor party and the transferee Party. The assignment document shall be in the form as determined or approved by the Board of Directors.
account to another Securities account at the Depository and Settlement Agency, Custodian Bank and Securities Company. The assignment document must be in the form as determine by and/or that is acceptable by the Board of Directors provided, that the assignment document , of shares listed in the Stock Exchange must comply with the regulations in Stock Exchange where such shares are listed, as well as laws and regulations, and the related provision.
3. The Board of Directors with providing the reason for that matter may refuse, to register the assignment of share in the Company s Shareholders Register, if the methods required in the provision of this Articles of Association are not fulfill with or if one of the conditions stipulated by appropriate authority are not satisfied. 4. If the Board of Directors refuse to register assignment of share,
then the Board of Directors shall require to deliver a notification to the transferor no later than 30 (thirty) calendar days after the application to register is received by the Board of Directors with due observance of laws and regulations on the Capital Market and Stock Exchange regulation at the place where the Company s shares are listed.
6. No registration shall be made by the company from the GMS notification date untill the closing date of the GMS with due observance of laws and regulations on the Capital Market.
7. Any person obtain a right on shares due to the death of a Shareholder or due to any reason resulting the change of shareholding lawfully, by presenting an evidence of his ownership rights, as required by the Board of Directors, may apply in writing to be register as the Shareholder of such share. Registration thereof can only be made if the Board of Directors accept such evidence and without prejudice to the provisions in this Articles of Association.
8. All limitations, restrictions and provisions in this Articles of Association that govern assignment of share and registration of such assignment shall also apply to any assignment of share according to paragraph (6) of this Article.
9. The Shareholder as set out in Article 20 paragraph (4) letter a number 2 is not allow to transfer his share within the period 6 (six) months as of the date of GMS if the request for holding GMS is approved by the Board of Directors or the Board of Commissioners or adjudicated by the court.
except for the rights of Series A Dwiwarna Share is not allow to be transferred to any person whosoever.
THE BOARD OF DIRECTORS Article 11
1. The Company shall be managed and led by the Board of Directors,
the total numbers of the Board of Directors is adjustable depend on the needs of the Company, at least consists of 3 (three) members, which one of them shall be appointed as a President Director, and if necessary one of the Board of Directors member shall be appointed as a Deputy President Director.
2. The Board of Directors shall follow the provisions:
a. The Company Law;
b. The laws and regulations in the Capital Market field ; and
c. Other laws and regulations with respect to the Company s business activity.
3. Those to be nominated as a member of The Board OF Directors
shall be qualified individual at the time of nominaton and during his/her (their) appointment and during their tenure of office:
a. have a good character, moral, and good integrity;
b. legally competent;
1) never been declared bankrupt;
2) never become members of the Board of Directors and/or the Board of Commissioners who were convicted of causing a company become bankrupt;
3) never being convicted of criminal offense that the causing loss the state financial and/or with related to the financial sector;
4) never become members of Board of Directors and/or Board of Commissioners who during the tenure of office:
a) failed to conduct an annual GMS;
b) their accountability as members of the Board of Directors and/or the Board of Commissioners have ever been rejected by the GMS or failed to give accountability as members of the Board of Directors and/or the Board of Commissioners to the GMS; and
c) Caused a company fail to obtain a license, an approval registration at the Financial Service Authority, failed to perform its obligation to submit the annual reports and/or financial statements to the Financial Service Authority.
5) have commitment to comply with laws and regulations; and 6) have the knowledge and/or expertise in the area that the
7) Fulfilled other requirement as specified in paragraph (2) of this Article.
4. The fulfillment of requirements as specified in paragraph (3) of this
Article shall be incorporated in a statement letter signed by the nominee Board of Director and such letter must be submitted to the Company. Such statement letter shall be examined and documented by the Company.
5. The Company shall be obliged to hold a GMS to replace members
of the Board of Director who do not meet with the requirements.
6. The appointment of unqualified members of the Board of Director
as stated in paragraph (2) of this Article shall be legaly void as from when other members of the Board of Directors or the Board of Commissioners know the requirements were not fulfill, support by a lawful evidence, and the relevant member of Board of Directors shall be given a notification in writing with due observance of the prevailing laws
7. Within a period of not more than 2 (two) working days from when
later than 7 (seven) days to be recorded accordingly pursuant to laws and regulations.
8. Any acts performed for and on behalf of the Company by the
unqualified member of the Board of Directors before his/her (their) annulment as a member of the Board of Directors shall remain binding and become the responsibility of the Company.
9. Any acts performed for and on behalf of the Company by the
unqualified member of Board of Directors after his/her (their) annulment as a member of the Board of Directors as referred to in paragraph (6) of this Article is unlawful and shall become a personal responsibility of the unqualified member of the Board of Directors.
10. The Members of Board of Directors shall be appointed and
dismissed by GMS attended by Series A Dwiwarna Shareholder and the resolution thereof must be approved by the Series A Dwiwarna Shareholder with due observance of the provisions in this Articles of Association. Members of the Board of Directors shall be appointed by GMS from the candidate nominate by Series A Dwiwarna Shareholder, such nomination shall bind GMS. This provision shall apply also for GMS held to revoke or to confirm the resolution of the suspension of the member of the Board of Directors.
11. The GMS Resolution on the appointment and dismissal of
of the appointment and dismissal. In the event that GMS do not specify the effective date, then, the effective date of the appointment and dismissal of the relevant member of the Board of Directors shall be at the time of closing of GMS who appoint or dismiss his/her (their) appointment with due observance of laws and regulations.
12. a. The tenure of office of the Members of the Board of Directors
shall be effective from the time of closing of GMS or any other the date determine by GMS and shall cease at the closing date of the 5th (fifth) Annual GMS after their appointment date,
provided that it will not exceed 5 (five) years, with due observance of laws including the regulations on the Capital Market, but without prejudice to the right of GMS to dismiss the Board of Directors at any time before his/her (them) tenure of office expires.
b. The dismissal of such member of the Board of Directors shall come to effect as of the closing of such GMS, unless GMS determine otherwise.
c. After the expiration of his/her (them) tenure of office, the member of Board of Directors may be re-appointed by GMS for one time term.
13. GMS any time may dismiss members of the Board of Directors by
14. The reasons of dismissal of members of the Board of Directors as
referred to in paragraph (13) shall made base on the facts, the relevant member of the Board of Directors:
a. unable to fulfill his/her (their) obligations as agreed in the
management contract;
b. fails to perform his/her (their) duties;
c. violate the provision of Articles of Association and/or laws and
regulations;
d. involved in any action that may harm the Company and/or the
State;
e. conduct any action that contravene ethics and/or
appropriateness which should be respected by the Board of Directors;
f. declared being guilty based upon the Court judgment that have
final legal binding force.
g. resign;
h. any other reasons deemed fit by GMS for the interests and
purpose of the Company;
15. The decision to dismiss on the grounds as referred to in paragraph
(14) shall be taken after the relevant member has been given the opportunity to defend himself/herself in the GMS, except for paragraph (14) letter f and g.
16. The disimisal by the reason contemplated in paragraph (14) letter
17. The members of the Board of Directors and the members of Board
of Commissioners are not allowed to have a family relationship existing between or among them up to the third degree, either by the straight-line or side-line or relationship occur by martial relationship
18. In the event condition as referred to in paragraph (17) occurs,
GMS is authorized to dismiss one of them.
19. The Members of Board of Directors may recieve salary, tantieme,
facilities and/or benefits including post-employment insurance, which the type and amount shall be determined by GMS and the authority of GMS can be delegated to the Board of Commissioners.
20. If at any time and by any reason whatsoever there is one or more
members of Board of Directors vacant:
a. The Board of Directors Meetings shall appoint other member of The Board of Directors to perform the duty of the vacant member of the Board of Directors with the same powers and authorities.
b. With due observance of the provision in Banking sector, GMS shall be convened to fulfill the vacant position if members of the Board of Directors is less than 3 (three) members which one of them is President Director or the director (s) who are required according to the provision in Banking sector.
21. In the event that there is a member of Board of Directors whose tenure of office is expired and GMS has not appoint his/her replacement, then, the GMS may reappoint the afroesaid member of the Board Directors to perform the duty with the same power and authorities provided that he/she has just served only 1 (one) term of office.
22. a. If at any time due to any reason whatsoever all positions of members of Board of Directors are vacant, then within no later than 90 (ninety) days after the occurrence of such vacancy, GMS must be convened to fulfill the vacant position.
b. When the position is still vacant and GMS has not appoint the Board of Directors to fulfill the vacant position as referred to in letter a, then the Company shall be temporarily managed by the Board of Commissioners with the same power and authority. 23. a. a member of the Board of Directors may resign from his/her
position prior to the expiration of his/her tenure of office. In the event that there is a member of Board of Directors resigns from its position, the aforesaid member of the Board of Directors shall notice in writing to the Company concerning his/her intention to the Company.
c. The Company shall make disclosure to the public and the Financial Service Authority within the latest 2 (two) working days after:
1) The company recieve the notifaciton of resignation from member of Board of Directors as referred to in letter a of this paragraph; and
2) The resolutions of GMS as referred to in letter b of this paragraph.
d. Prior the resignation takes effect, the relevant member of Board of the Directors shall be obliged to perform his/her duties and responsibilities pursuant to Articles of Association and laws and regulations.
e. The resigning member of the Board of Directors shall discharge from his duties and responsibilities after being given with acquit et de charge by Annual GMS.
24. The position of member of Board of Directors is automatically expired if:
a. his/her resignation is effective, as referred to in paragraph (23) letter b;
b. passes away;
c. tenure of office is ended;
d. dismissed based on the resolution of GMS;
decision; or
f. no longer comply with the requirements as member of the Board of Directors based on the provision of Articles of Association and laws and regulations;
25. The provision as referred to in paragraph (24) letter f includes but not limited to probation to have double-position.
26. For members of the Board of Directors who resigns before or after his/her tenure of office is expired, exept for pass away, shall be obligated to make presentation on their actions which has not been accepted by GMS.
27. Member of the Board of Directors can be suspended by the Board of Commissioners by mentioning the reasons thereof if their acts contravene with the Articles of Association or there is indication of action that harms the Company or neglect his/her obligation or there is a urgent reason for the Company, by taking into account of the following provisions:
a. The aforesaid suspension must be notified in writing to the relevant member of the Board of Directors accompany with the reasons causing such action with copy to the Board of Directors;
b. The notice contemplated in letter a shall be delivered within no later than 2 (two) working days after the suspension has been determined;
noauthorized to manage the Company and represent the Company for the interest of Company in accordance with the purpose and objective of the Company either in or out of the court;
d. Within the period of no later than 90 (ninety) days after the
suspension has been determined, the Board of
Commissioners must convene GMS to revoke or to confirm the decision of suspension.
e. Upon the elapse of period of time for holding GMS as referred to in letter d or GMS fail to make decision, then such suspension shall be annuled.
f. Restriction as stated in letter c this article shall enter into force as of the decision of suspension by the Board of Commissioners until:
1) The GMS resolution that revoke or confim the suspension as referred in letter d of this Article; or
2) The period of time in letter d has been elapse
g. In GMS contemplated in letter d of this Article, the relevant member of Board of Directors is given opportunity of self-defense;
letter e of this Article occur, then the relevant member of the Board of Directors is require to perform his/her duty back as preperly.
j. In the event that GMS confirm the suspension, then the relevant member of the Board of Directors shall be dismissed permanently;
k. If the suspended member of the Board of Directors is not present at GMS after being summoned in writing to use his self-defense rights , then the temporary suspended member of the Board of Directors shall be deemed not to exercise his/her rights to defend him/herself in GMS and has accepted GMS resolution;
l. The Company shall be obliged to make public information and notify to Financial Service Authority concerning:
1) The resolution of suspension; and
2) The result of GMS to revoke and confirm the resolution of suspension as mentioned in d of this Article, or information on the cancellation of the suspension by the Board of Commissioners due to the time to convene the GMS has elapse as referred to in letter e of this Article, within no later than 2 (two) working days after the occurrence of such event.
a. Member of the Board of Directors at State-Owned Enterprise, Regional-Owned Enterprise, Private-Owned Enterprise;
b. Member of the Board of Commissioners and/or the Supervisory Board at State-Owned Enterprise;
c. Other structural or functional positions in central and/or regional governmental institution;
d. The management of Political party, members of House of Representatives, Regional Representative Council, The 1st Level
of Regional House of Representatives, and the 2nd Level of
Regional House of Representatives and/or Regional head / vice regional head;
e. To become the candidate/member of House of Representatives, Regional Representative Council, the 1st Level of Regional House
of Representatives, and the 2nd Level of Regional House of
Representatives and/or Regional head / deputy regional head; f. Other position that may cause conflict of interest; and/or
g. Other positions pursuant to the provision in laws and regulations.
29. For double position of the Board of Directors that have not included in the provision of paragraph (28) of this article, it shall required an approval from Meeting of the Board of Commissioners.
Article 12
1. The Board of Directors shall undertake the management of the Companies in the interest of the Company in accordance with the Company s purposes and objectives, and also to represent the Company in or out of the Court regarding all matters and all affairs within limits as set out in the laws and regulations, the Articles of Association and/or the Resolution of GMS.
2. In performing the duties as referred to in paragraph (1), then: a. The Board of Directors shall have the rights and authorities
among the other things:
1) Stipulate the company policies as deemed appropriate to manage the Company.
2) Manage the delegation of powers of the Board of Directors to represent the Company in and out of the court to a person or persons specially appointed for that purpose including the Company s employees either individually or jointly and/or to other entities;
3) manage the provisions concerning the Company s employees including the determination on salary, pension fund or pension plan based on laws and regulations;
4) appoint and dismiss the Company s employee based on employment regulation and other laws and regulations; 5) appoint and dismiss the Corporate Secretary and/or the
Board of Commissioners
6) write-off the non-performing receivables as stipulate in the articles of association and then report to the Board of Commisioners and in the Annual Report as form of accountablity;
7) To no longer collect receivables in the form of interest, penalty, cost and other receivables other than principal which perform in the framework of restructuring and/or receivable settlement, and also perform other actions in order to settle the Company s receivables with the obligation to report to the Board of Commissioners with the terms and the procedure of reporting determined by the Board of Commissioners.
8) To perform other activities and action with respect to management and the ownership of the company property, to bind the Company with other party and/or other party with the Company, and also to represent the Company in and out of the court regarding all matters and all affairs, with the restriction as stipulate in laws and regulations, Articles of Association and/or Resolution of GMS.
b. The Board of Directors shall be liable to:
2) Prepare the Company s Long-Term Plan, Work Plan and the Company s Annual Budget and other business plans, and all its changes, and submitting to the Board of Commissioners and to obtain approval from the Board of Commissioners;
3) make Shareholders List, Special List, Minutes of GMS, and Minutes of Meeting of Board of Directors;
4) Make Annual Report which among the other things shall contain Financial Statement as the form of accountability of Company management, as well as Company s financial documents as referred to in Law regarding Company Documents;
5) Prepare Financial Statement in point 4 based on Financial Accounting Standard and hand it over to the Public Accountant to be audited;
6) Deliver Annual Report after being reviewed by Board of Commissioners within the latest 5 (five) months after the book year of the company is ended for approval and ratification of GMS;
7) Provide explanation to GMS regarding Annual Report;
8) Deliver Balance Sheet and Income Statement having been legalized by GMS to Minister pursuant to the provision of laws and regulations;
provision of laws and regulations;
10) Maintain Shareholders List, Special List, Minutes of GMS, Minutes of Meeting of Board of Commissioners and Minutes of Meeting of Board of Directors, Annual Report and Company s financial documents as referred to in number 4 and number 5 herein above, and other Company s documents;
11) Prepare at the Company s domicile: Shareholders List, Special List, Minutes of GMS, Minutes of Meeting of Board of Commissioners and Minutes of Meeting of Board of Directors, Annual Report and Company s financial documents as well as other Company s documents;
12) Procure and maintain Company bookkeeping and administration in accordance with the prevalence applicable for a Company;
13) Prepare accounting system in accordance with Financial Accounting Standard and based on internal control
principle, particularly management, recording,
maintenance, and supervisory functions;
Capital Market;
15) Prepare the structure of organization of the Company together with the full details and functions;
16) Provide explanation regarding any matters being questioned or requested by members of Board of Commissioners and Series A Dwiwarna Shareholder, with due observance of laws and regulations particularly the prevailing regulation on the Capital Market;
17) Carry out other obligations in accordance with the provisions set in this Articles of Association and as stipulated by GMS.
3. In the performance of duty, Board of Directors shall be required to do their best efforts and full dedication to the duty, obligation and achievement of the Company s purposes.
4. In the performance of duties, Board of Directors must comply with the Company s Articles of Association and laws and regulations as well as to be obliged to implement the principles of professionalism, efficiency, transparency, independency, accountability, responsibility and fairness.
6. a. Every member of Board of Directors shall be equally liable in full for any losses suffered by the Company due to any negligence of members of Board of Directors in carrying out their duties.
b. Members of Board of Directors shall not be responsible for any losses suffered by the Company as referred to in letter a, if they are capable of proving:
1) such losses are not due to their mistake or negligence; 2) they have conducted management in good faith, full of
responsibility, and prudent acts for the interest and in line with the Company s purposes and objectives;
3) they do not have conflict of interest either directly or indirectly upon management action that causes loss; and 4) they have taken the preventive acts against the losses
arisen out or continued on.
7. Actions of Board of Directors below must obtain written approval from Board of Commissioners:
a. to dispose/transfer Company s fixed asset in a value of more than certain amount as stipulated by Board of Commissioners, by taking into account of the provisions on the Capital Market and banking sector;
Transfer (BOT), Build, Transfer and Operate (BTO), Build, Operate and Own (BOO) and other agreements that have the same nature, the duration or the value of which shall exceed the value stipulated by Board of Commissioners
c. to stipulate and modify the Company s logo;
d. to stipulate organizational structure 1 (one) level below Board of Directors;
e. to perform capital participation with certain value as stipulated by Board of Commissioners in other Company, subsidiary company, and joint venture which is not in the framework of rescheduling by taking into account of the related laws and regulations on the Capital Market;
f. to establish subsidiary company and/or joint venture company with certain value as stipulated by Board of Commissioners; with due observance of the provision of laws and regulations on the Capital Market;
g. to propose the Company s representative to become a nominee member of Board of Directors and Board of Commissioners in subsidiary that provides significant contribution to Company and/or has a strategic value in accordance with the restriction and/or criteria stipulated by Board of Commissioners.
with due observance of the provision of laws and regulations on the Capital Market;
i. to carry out merger, amalgamation, take-over, segregation, and dissolution of subsidiary and joint venture company with certain value as stipulated by Board of Commissioners, to other Company, subsidiary, and joint venture which is not in the framework of rescheduling; with due observance of the provision on the Capital Market;
j. to carry out an action included into material transaction as stipulated by laws and regulation on the Capital Market with certain value as stipulated by Board of Commissioners, unless such actions are including in material transaction excluded by laws and regulations on the Capital Market.
k. actions which have not been stipulated yet in the Company s Work Plan and Budget.
l. to carry out an action to transfer including to sell, transfer of right to collect and/or not to collect again of:
1) The non-performed principal amount of receivables which have been written off for the purpose of credit settlement, either in all parts or in any part thereof;
approved by the Board of Commissioners and within the ceiling (limit) of the written-off amount of receivables determined by the GMS which shall remain applicable until the determination of the new ceiling (limit) by the GMS.
8. a. Determination of limitation and/or criteria by Board of Commissioners for the matters as referred to in paragraph (7) letter a, b, e, f, g, h and i, shall be carried out by Board of Commissioners after obtaining approval from Series A Dwiwarna Shareholder.
b. Approval of Board of Commissioners specially in respect to paragraph (7) letter a, b, e, f, g, h, and i, shall be carried out by Board of Commissioners after obtaining approval from Series A Dwiwarna Shareholder.
c. The action of Board of Directors contemplated in paragraph (7) letter b to the extent that it is required in order of implementation of a prevalent business activity carried out in the relevant business build with due observance of the provision of laws and regulations, shall not require approval of Board of Commissioners and/or GMS.
10. Board of Directors shall be required to request for approval from GMS to:
a. assign the Company s asset so that in the relevant financial year the amount of Company s asset being assigned; or
b. make debt collateral of the Company s assets so that the amount of the Company s asset being collateralized;
shall exceed the amount of 50% (fifty percent) of the Company s net assets in 1 (one) transaction or more, whether or not it is related to each other, unless as the executive of Company business activity, pursuant to Article 3 with due observance to the provisions in Companies Law.
11. a. Actions herein below may only be carried out by Board of Directors after obtaining written respond from Board of Commissioners and obtained approval from GMS to:
1) Carry out action included into material transaction requiring GMS approval as stipulated by laws and regulations on the Capital Market with value above 50% (fifty percent) of Company equity, unless such action is including in material transaction excluded by laws and regulations applicable on the Capital Market;
3) Carry out other transaction in order to comply with laws and regulations applicable on the Capital Market.
b. Within the period of 30 (thirty) days as of the acceptance of application and explanation and document completely from Board of Directors, Board of Commissioners must give a written response as referred in letter a of this paragraph;
c. If within 30 (thirty) days as of the receipt of application or explanation and documents from Board of Directors, Board of Commissioners shall not provide written response, then Board of Directors may perform GMS and GMS may grant resolution
without written response from Board of Commissioners.
12. Legal action as referred to in paragraph (10) and paragraph (11) herein above conducted without approval from GMS shall be still binding Company to the extent that other party in such legal action shall have good faith.
13. GMS may reduce limitation over Board of Directors action as stipulated in this Articles of Association or determine other limitation to Board of Directors other than as governed in this Articles of Association.
14. Management policy shall be stipulated in Meeting of Board of Directors.
represent Company in accordance with policy and authority of Company management stipulated based on decision of Board of Directors.
16. If it is not otherwise stipulated in the Company s management policy as referred to in paragraph (14) and paragraph (15), President Director shall reserve the right to and is authorized to acting for and on behalf of Board of Directors as well as to represent Company in or out of the Court.
17.a. In the case President Director is not present or absent due to
any reason, which such absent shall be unnecessarily proved to any third party, the Vice President Director shall be duly authorized for and on behalf of the Board of Directors to carry out the duty of President Director or President Director appoints in writing one member of Board of Directors to act for and on behalf of Board of Directors as well as to carry out the duties of President Director and/or Vice President Director if at the same time, Vice President Director is not present.
behalf of as well as to carry out the duties of President Director and/or Vice President Director if President Director is first prevented.
c. If GMS shall not appoint Vice President Director, then in the event that President Director is not present or absent due to any reason whatsoever, which such absent shall be unnecessarily proved to any third party, President Director shall appoint in writing an authorized member of Board of Directors to acting for and on behalf of Board of Directors as well as to carry out the duties of President Director.
In the event that President Director does not carry out any appointment, then, Director with the longest tenure of office as member of Board of Directors shall be duly authorized to act for and on behalf of Board of Directors as well as to carry out the duties of President Director.
18. Board of Directors for certain acts upon his/her own responsibility are entitled to designated one or more person as their representative or attorney by giving to him/her or them the authority for certain acts stipulated in a power of attorney.
20. Board of Directors in managing Company shall implement the instruction given by GMS in line with the laws and regulations and/or Articles of Association.
21. Members of Board of Directors are not authorized to represent Company if:
a. Any legal case before the Court between Company and the relevant member of Board of Directors; or
b. The relevant member of Board of Directors has conflict of interest with Company s interest.
22. In the event there is condition as referred to in paragraph (21) the person reserves the right to represent Company shall be:
a. Other member of Board of Directors who has no conflict of interest with Company;
b. Board of Commissioners in the event that all members of Board of Directors have conflict of interest with Company; or c. Other party appointed by GMS in the event that all members of
Board of Directors or Board of Commissioners have conflict of interest with Company.
MEETING OF THE BOARD OF DIRECTORS ARTICLE 13
2. Board of Directors shall be required to convene a Meeting of Board of Directors jointly with Board of Commissioners periodically at least 1 (one) time within 4 (four) months.
3. Organization of Meeting of Board of Directors may be conducted at any time if:
a. considered necessary by one memberor more members of Board of Directors;
b. upon written request of memberone or more members of Board of Commissioners;
4. Summon for Meeting of Board of Directors must be conducted by member of Board of Directors having the right to represent Board of Directors according to provision of Article 12.
5. a. Summon of Meeting of Board of Directors shall be made in writing and directly delivered to every member of Board of Directors with adequate receipt, or by registered mail or by courier or by telex, facsimile or electronic mail (e-mail) or the other fastest instruments within no later than 5 (five) days prior to the meeting, without taking into account of the summon date and the meeting date, or within a shorter time if it is in urgent condition.
6. Summons for Meeting of Board of Directors shall contain agenda, date, time and venue of meeting. A meeting of Board of Directors can be held at Company s domicile or at any other places in the territory of the Republic of Indonesia or at any place of Company s business activity location.
7. All Meetings of Board of Directors shall be chaired by President Director, and in the event that President Director is not present or absent, then the meeting of Board of Directors shall be chaired by Vice President Director, or a Director appointed in writing by President Directors who chaired a Meeting of Board of Directors if at the same time Vice President Director is not present or absent, or a Director appointed by Vice President Director who leads Meeting of Board of Directors if at the same time President Director is ot present or absent and does not carry out any appointment.
8. In case GMS shall not appoint Vice President Director, then if President Director is not present or absent, member of Board of Directors appointed in writing by President Director leads the Meeting of Board of Directors.
oldest Director as referred to in paragraph (9) is acting as a leader in a Meeting of Board of Directors.
11. A member of Board of Directors may only be represented in a Meeting of Board of Directors by another member of Board of Directors by virtue of power of attorney. A member of Board of Directors may only represent another member of Board of Directors.
12. Member of Board of Directors who is not present and has authorized his/her presence to attend a Meeting Board of Directors may apply his/her opinion in writing and signed, then to be submitted to President Director or to other member of Board of Directors who will lead such Meeting of Board of Directors, concerning on whether or not he/she support the matters will be discussed and this opinion will be considered as a legal vote issued in a Meeting of Board of Directors.
13. Meeting of Board of Directors shall be lawful and entitled to make binding decision if attended and/ or represented by more than 1/2 (half) of the total members of Board of Directors.
14. In the event that there are more than one proposition, re-election will be carried out so that proposition obtains more than 1/2 (half) part of the total vote issued.
taken by voting based on approving vote of more than 1/2 (half) of the total vote lawfully cast at the meeting.
16. In Meeting of Board of Directors, every member of Board of Directors is entitled to cast 1 (one) vote and 1 (one) additional vote for every other member of Board of Directors he/she legally represented in such meeting.
17. Blank vote (abstain) shall be deemed to adopt the proposition submitted in the meeting, Illegal vote is considered none and is not counted in determining total vote issued in a meeting.
18. Voting in respect of a person shall be made by the unsigned closed ballots, whereas voting concerning other matters shall be verbally, unless the Chairperson of Meeting determines otherwise without any objection being raised by those present.
19. a. The meeting result as referred to in paragraph (1) shall be
obliged to be contained in a Minutes of Meeting. A Minutes of Meeting shall be made by a person who present in the meeting appointed by the Meeting Chairperson and then signed by all members of Board of Directors present and delivered to all members of Board of Directors.
members of the Board of Commissioners present, and delivered to all members of Board of Directors and members of Board of Commissioners.
c. In any members of Board of Directors and/or members of Board of Commissioners does not sign the resolution of meeting as referred to in letter a and letter b, the relevant member shall mention the reason in writing in a separate letter attached to the Minutes of Meeting.
d. The Minutes of Meeting as referred to in letter a and letter b shall be documented by Company.
e. Minutes of Meeting of Board of Directors shall be a legal evidence for members of Board of Directors and for third party concerning the resolution taken in the relevant Meeting.
20. a. Board of Directors may also take a lawful resolutions without holding Meeting of Board of Directors provided that all members of Board of Directors have been notified in writing and all of them had given approval regarding the propositions submitted in by signing such approval.
b. A resolution taken in such way shall have the equal legal forces with resolutions made lawfully at the Meeting of Board of Directors.
Directors may attend the meeting through teleconference media, video conference, or other electronic media facilities.
22. Every member of Board of Directors who is personally in any way whatsoever, either directly or indirectly, has interest in a transaction, contract or a proposed contract in which matter Company is a party must be declared in a Meeting of Board of Directors and accordingly has no right to cast a vote concerning matters in relation to such transaction or contract.
THE BOARD OF COMMISSIONERS Article 14
1. a. Supervisory to Company shall be carried out by Board of Commissioners which number is adjusted to the requirement comprising of at least 3 (three) members, and at the most is equal to the members of Board of Director in quantity, a member among them is appointed as President Commissioner, and if necessary a member among them may be appointed as Vice President Commissioner.
b. Board of Commissioners comprises of Commissioner and
Independent Commissioner. Number of Independent
Commissioner shall be pursuant to the prevailing provision and laws and regulations.
but it must be based on resolution of Board of Commissioners. 3. The conditions of member of the Board of Commissioners shall
comply with the provisions: a. Company Law;
b. laws and regulations on the Capital Market ; and
c. Other laws and regulations including any regulations related to Company business activity.
4. Those may be nominated as member of Board of Commissioners shall be individual, who complies with the requirement at the nomination time and during tenure of office:
a. having good characters, morals, and good integrity; b. legally competent;
c. Within the period of 5 (five) years prior to the nomination and during the tenure of office:
1) never been declared bankrupt;
2) never become members of Board of Directors and/or Board of Commissioners who were convicted of causing a company being declared bankrupt;
3) never being convicted of criminal offense resulting in state financial loss and/or with related to the financial sector; and
4) never become members of Board of Directors and/or Board of Commissioners who during the tenure of office:
b) their accountability as members of Board of Directors and/or Board of Commissioners was rejected by GMS or failed to provide accountability as members of Board of Directors and/or Board of Commissioners to the GMS; and
c) caused a company that had the license and approval from or registered at the Financial Service Authority failed to meet its obligation to submit the annual reports and/or financial statements to the Financial Service Authority.
5) have commitment to comply with the laws and regulations; 6) have the knowledge and/or expertise in the fields needed
by the Company; and
7) fulfilled other conditions as referred to in paragraph (3) of this Article.
5. The fulfillment of requirement as referred to in paragraph (4) of this Article, shall be proven by statement letter signed by the nominee member of Board of Commissioners and such letter is delivered to Company. Such statement letter shall be examined and documented by Compa
