Board of Commissioners’ Organization and Membership

In accordance with the provisions of the Company’s Articles of Association, the number of the Company’s Board of Commissioners is at least 5 members, including one President Commissioner and two Vice President Commissioners. In the composition of the Board of Commissioners, at least 30% must be Independent Commissioners.

The Board Charter also regulates the nationality of the Board of Commissioners’ members, stating that Indocement’s Board of Commissioners may consist of Indonesian and foreign citizens who meet the qualifications as set out in the Board Charter and other applicable provisions.

Board of Commissioners’ Requirements

The general criteria for members of Indocement’s Board of Commissioners are as follows:

1. Possess good behavior, morals, and integrity;
2. Be legally competent to perform legal acts;
3. Within five years prior to appointment and during the term of office:
   • Has never been declared bankrupt;
   • Has not served as a member of the Board of Directors and/or Board of Commissioners of a company found guilty of causing the company’s bankruptcy;
   • Has never been convicted for crimes causing state financial losses and/or related to the financial sector;
   • Has not served as a member of the Board of Directors and/or Board of Commissioners of a company which during his/her tenure:
     • Failed to convene an Annual General Meeting of Shareholders (GMS);
     • Had their accountability statement rejected by the GMS or failed to submit an accountability statement;
     • Caused the company to fail to submit annual reports and/or financial reports to the Financial Services Authority (OJK).
4. Has a strong commitment to comply with laws and regulations;
5. Has the knowledge, skills, experience, and/or expertise required by the Company.

Board of Commissioners’ Appointment, Dismissal, Resignation and Term of Service

According to the Board Charter, the nomination, dismissal, and replacement of members of the Board of Commissioners must be proposed and approved at the GMS, after considering recommendations from the Board of Commissioners and the Nomination and Remuneration Committee.

Commissioners serve a term of three years or until the conclusion of the third Annual GMS following the appointment date, without limiting the authority of the GMS to dismiss any member of the Board of Commissioners at any time prior to the term's expiration.

The term of service of a Commissioner ends if:

1. They resign;
2. They pass away;
3. Their term of office expires;
4. They are dismissed by resolution of the GMS;
5. They no longer fulfill the qualifications required under prevailing regulations.

The GMS may appoint another person to replace a dismissed Commissioner or to fill any vacancy in the Board of Commissioners.

The profile of the Board of Commissioners can be found in the Company > Management section.