ANNEX TO JOINT REGULATION OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE COMPANY WITH LIMITED LIABILITY. BOARD MANUAL OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF LIMITED LIABILITY COMPANY (PERSERO) PT.
PROVISION AND USE OF BENEFITS AND FACILITIES 62
Decision of the Board of Commissioners of Limited Liability Company (Persero) PT Telekomunikasi Indonesia Tbk;. Separation of duties and authority between members of the Board of Directors and the Board of Commissioners;.
MEMBERSHIP OF THE BOARD OF COMMISSIONERS
Before the dismissal takes effect, that member of the Supervisory Board will remain in office. The chairman of the supervisory board has an equal position as the other members of the supervisory board.
INDEPENDENT COMMISSIONER
To determine the performance evaluation of the Board of Commissioners, including all members of Committees and Independent Commissioners on a regular basis. In the event that the Independent Commissioner serves on the Audit Committee, the relevant Independent Commissioner can only be reappointed to the Audit Committee for another term of office of the Audit Committee.
SEGREGATION OF DUTIES OF THE BOARD OF COMMISSIONERS
To ensure that the company maintains information, control systems and audit systems that function properly; IV). To ensure that the Company complies with applicable laws and regulations, as well as the values ​​set by the Company in the conduct of its activities; v).
DUTIES, RESPONSIBILITIES AND AUTHORITY
Temporarily suspend the members of the board of directors in accordance with the provisions of the company's articles of association;. participates in the meetings of the board of directors and gives opinions on the discussed matters;
MEETING OF THE BOARD OF COMMISSIONERS AND DECISION MAKING MECHANISMS
Each member of the Board of Commissioners shall have the right to cast 1 (one) vote plus 1 (one) vote for another member of the Board of Commissioners represented by him/her (if authorized by virtue of ' a power of attorney). Each member of the Board of Commissioners present or represented in the meeting will cast votes.
REPORTING OF THE BOARD OF COMMISSIONERS
ETHICS OF OFFICE OF MEMBERS OF THE BOARD OF COMMISSIONERS
Several matters prohibited for members of the Board of Commissioners include, but are not limited to, the following:. Accordingly, the general meeting will be chaired by other members of the board of commissioners who do not have a conflict of interest to be appointed by the board of commissioners.
SUPPORTING ORGANS OF THE BOARD OF COMMISSIONERS
Supporting bodies of the Supervisory Board consist of the Supervisory Board Committee and the secretary of the Supervisory Board. The term of office of the secretary of the Supervisory Board is determined by the Supervisory Board for a maximum of 3 (three) years and may be reappointed for a maximum of 2 (two) years, without prejudice to the rights of the Supervisory Board to appoint him/her at any time. moment to dismiss.
CONFIDENTIALITY
Disclosure of material information of the Company to other parties will be disclosed in the Company's annual reports and accounts in accordance with laws and regulations. The management of the Company's Documents & Information will be further regulated in Company Regulations.
INTRODUCTORY AND COMPETENCY IMPROVEMENT PROGRAM 1. Introductory Program for the Board of Commissioners
The material of the induction program as referred to in point c above will first consider the assignment of the Board of Directors and advice of the Board of Commissioners. The preparation of the material of the introductory program as referred to in point 1) c above, will first consider the assignment of the Board of Directors and advice of the Board of Commissioners.
PERFORMANCE ASSESSMENT OF THE BOARD OF COMMISSIONERS 1. General Policy
The Board of Commissioners has a self-assessment policy for evaluating the performance of the Board of Commissioners. The results of the evaluation of the performance of the Management Board for 1 (one) full year based on the Key Performance Indicator in the management contract are evaluated by an independent person (external auditor).
CONCURRENT POSITION OF THE BOARD OF COMMISSIONERS
As regards the member of the Board of Commissioners who holds concurrent positions as mentioned in point 1 above, his/her term of office as a member of the Board of Commissioners ends when the concurrent positions take effect. The member of the board whose term of office ends as mentioned in point 2 above must notify the Company in writing of the concurrent duties, which are accompanied by annexes.
BOARD OF DIRECTORS
MEMBERSHIP OF THE BOARD OF DIRECTORS
A member of the Board of Directors can be temporarily suspended at any time by the Supervisory Board, stating reasons. A member of the Board of Directors can be dismissed at any time based on the decision of an AGM, stating the reasons.
FUNCTIONS AND ROLES OF THE BOARD OF DIRECTORS
Members of the Board of Directors responsible for accounting or finance must have expertise and/or knowledge in the field of accounting. Improving the quality of the execution of tasks and responsibilities of the Board of Directors.
MAIN DUTIES OF THE BOARD OF DIRECTORS
Strive to achieve target indicators for financial, operational and administrative aspects, which are used as a basis for assessing the level of health of the company in accordance with the performance target set by the shareholders. It gives consent to the feasibility of the investment under the authority of the board of directors and monitors and corrects its implementation.
DUTIES, RESPONSIBILITIES AND AUTHORITY
To prepare the List of Shareholders, Special Register, Minutes of the ABS and Minutes of Meeting of the Board;. The division of duties and powers of each member of the Board of Directors will be determined by the ABS.
In the event that the GSD does not determine such a division of tasks and powers, the division of tasks and powers among the members of the board of directors shall be determined by a decision of the board of directors. The division of tasks of an individual member of the board of directors is regulated in more detail by the company's articles of association.
INDEPENDENCE OF THE BOARD OF DIRECTORS
With the exception of the Board of Directors, all other parties are prohibited from engaging or interfering with the management of the Company; AUTHORITY TO ACT FOR AND ON BEHALF OF THE BOARD OF DIRECTORS IN REPRESENTING THE COMPANY.
AUTHORITY TO ACT FOR AND ON BEHALF OF THE BOARD OF DIRECTORS IN REPRESENTING THE COMPANY
- UNAVAILABLE MEMBER OF THE BOARD OF DIRECTORS AND TEMPORARY SUBSTITUTE OFFICIAL (PGS)
INSTANT MEMBER OF THE BOARD OF DIRECTORS AND TEMPORARY REPLACEMENT (PGS) TEMPORARY REPLACEMENT (PGS). In the event that all Substitutes for unavailable members of the Board of Directors (according to the table for the appointment of PGS in Appendix-1), are.
COMMITTEES OF THE BOARD OF DIRECTORS
Members of the Board must report to the Company on their and/or their families' share ownership in the Company and other companies, including any changes thereto.
ETHICS OF OFFICE OF MEMBERS OF THE BOARD OF DIRECTORS 1. Ethics related to Role Modeling
ETHICS OF THE OFFICE OF COMMUNITY MEMBERS OF DIRECTORS 1. Ethics regarding Role Modeling. The relevant member of the Board of Directors in question has a conflict of interest with the Company.
CONFIDENTIALITY AND INFORMATION DISCLOSURE
Other parties appointed by the GSD, in the event that all members of the board of directors or the board of commissioners are in conflict of interest with the company. In the event that all members of the board of directors have a conflict of interest with the company and there is no member of the board of directors, the company is represented by another person appointed by the GSD.
INTRODUCTORY AND COMPETENCY IMPROVEMENT PROGRAM 1. Introductory Program for the Board of Directors
The competence improvement program will be implemented to improve the efficiency of the work of the Board of Directors;. The relevant member of the Board will be responsible for preparing a report on the implementation of the competence improvement programme.
PERFORMANCE ASSESSMENT OF THE BOARD OF DIRECTORS 1. General Policy
The self-assessment policy to assess the performance of the Board of Directors is stated in the annual reports. The results of the assessment of the performance of the Board of Directors for 1 (one) full year based on the Key Performance Indicator in the management contract, evaluated by an independent party (external auditor).
CONCURRENT POSITION OF THE BOARD OF DIRECTORS
Concurrent positions held by a member of the Board of Directors that are not included in the provisions of point 1 require approval from the Board of Commissioners. The member of the Board of Directors whose term of office is terminated as referred to in point 3 above, must notify the Company in writing of the simultaneous positions accompanied by supporting documents.
FORMS OF WORK RELATIONS BETWEEN THE BOARD OF DIRECTORS AND THE BOARD OF COMMISSIONERS
The company secretary plans the board meeting for the participation of the board of commissioners. Informal communication is communication between the board's bodies and the board.
GRANTING OF APPROVAL RELATED TO CERTAIN ACTS OF THE BOARD OF DIRECTORS
154. circular letter) by members of the Board of Directors and/or the Board of Commissioners in accordance with the Company's Articles of Association and applicable laws and regulations. The limits of the value limits and/or the criteria (threshold) and the procedures for the implementation of the approval for certain acts of the Board of Directors, as well as other related provisions, are further regulated by the decision of the Board of Commissioners.
BUSINESS JUDGEMENT RULE
The Board of Directors and/or the Board of Commissioners when making the decision or taking the act will consider the best interests of the Company. If the Board of Directors and/or the Board of Commissioners have sufficient information and.
THE COMPANY’S LONG TERM PLAN/CORPORATE STRATEGIC SCENARIO AND WORK PLAN & BUDGET
If there is no malicious intent in the decision-making process, the board/commissioners must also be able to prove the existence of rational justifications (which must not be ambiguous and allow for multiple interpretations) of the decision. The board must prepare the company's RKAP as the annual manifestation of RJPP/CSS.
GENERAL DESCRIPTION OF RELATIONS BETWEEN THE COMPANY AND STAKEHOLDERS
The rights of interested parties arising from legal relations under laws and regulations and/or agreements made by the Company and employees, users of services, suppliers and other interested parties;. The Company's compliance with the Company's commitments and the submission of data and information requested by the regulator;.
RELATIONS BETWEEN THE COMPANY AND SHAREHOLDERS
The company will build communication with the shareholders or investors to protect the interests of the shareholders;. The company will communicate with the shareholders or investors using the media owned by the company, including the company's website;.
RELATIONS BETWEEN THE COMPANY AND THE MINISTRY OF STATE-OWNED ENTERPRISES AS THE HOLDER OF SERIES A
In practice, the provision of certain reports, information or explanations by the Company to the Minister of SOEs as a representative of the Government as a holder of Series A Dwiwarna shares should be accompanied by restrictions on maintaining confidentiality until the report or information or explanation has been published broadly to other public shareholders. In addition to the ongoing guidance and supervisory regulations or decisions for the supervision of the quality of the administration and management of SOEs as mentioned above, the Ministry of SOEs can also issue occasional policies to achieve its vision and mission.
WHISTLE BLOWING MECHANISMS
To prevent, identify and detect possible acts of fraud and breach of the applicable regulations, which may lead to losses for the Company;. The Board of Commissioners and the Board of Directors must use the Company's equipment and facilities exclusively for activities related to the interests of the Company.
PROVISION AND USE OF BENEFITS AND FACILITIES
The amount of the benefits and facilities for the Board of Directors and the Supervisory Board is determined by the AGM and the details can be submitted to the Supervisory Board. The Supervisory Board and the Board of Directors are not permitted to make contributions to any political party, except as long as the law allows this.
OFFICIAL TRAVELS
Types of means of transport, accommodation provision and amount of benefits for official trips for the Board of Directors and the Board of Commissioners will be further regulated by a Decision of the Board of Directors. Joint Meeting of the Board of Directors and the Board of Commissioners on other matters Joint Meeting of the Board of Directors and the Board of Commissioners (accidental).
CLOSING PROVISIONS
DISSEMINATION OF THE BOARD MANUAL
Dissemination activities will be carried out on an ongoing basis among newly appointed and current members of the Board of Directors and the Supervisory Board. The dissemination activities will focus on the understanding, awareness and need to consistently apply good corporate governance through induction/induction programs for new members of the Board of Directors and the Supervisory Board, meetings and other relevant forums.
INFORMATION TRANSPARENCY ON THE WEBSITE
EVALUATION TO THE BOARD MANUAL
Compliance by the Company in accordance with the principles of good corporate governance.. their best efforts to take action to amend and adapt this Management Manual so that it may set out the terms and conditions as governed by the relevant laws and regulations. Matters not covered in this management manual will be further discussed in the company regulations and other relevant internal company policies, including decisions of the supervisory board that will form an integral part of this management manual.
