Legal Basis & BOC's Guidelines

The Board of Commissioners is tasked with supervising the management of the Company by the Board of Directors and providing advice regarding the Board of Directors' policies on the Company's development plan, work plan, and annual budget. This includes ensuring the implementation of the articles of association, resolutions of the General Meeting of Shareholders (GMS), relevant laws and regulations, and the application of Good Corporate Governance (GCG) principles.

Each member of the Board of Commissioners must possess high integrity, knowledge, competence, and commitment in performing their duties. Therefore, the role of the Board of Commissioners is highly strategic. Furthermore, the Board must be able to act independently, meaning they must not have any conflict of interest that may hinder their ability to perform duties independently and critically, both in relation to one another and to the Board of Directors.

Legal Basis

The legal basis for the appointment of the Board of Commissioners includes:

1. Law No. 40 of 2007 on Limited Liability Companies;
2. Financial Services Authority Regulation No. 33/POJK.04/2014 on the Board of Directors and Board of Commissioners of Issuers or Public Companies;
3. The Company’s Articles of Association; and
4. The Board of Commissioners Charter.

Board of Commissioners Charter

The Company has compiled the Board of Commissioners Charter as a manifestation of its commitment to consistently implementing GCG principles in managing the Company to achieve its mission and vision.

This Charter serves as a reference for the Board of Commissioners in carrying out its functions, duties, and responsibilities. In 2022, the Company updated the Charter, which was ratified by Decision Letter No. 004/Kpts/Kom/ITP/XI/2022 dated 29 November 2022.

In general, the contents of the Board of Commissioners Charter are as follows:

1. Introduction
   • Background
   • Vision, Mission, and Purpose of Indocement
   • Corporate Values
   • Indocement Leadership Style
   • Legal Basis
2. Organization
   • Organizational Structure
   • Requirements
   • Membership Nomination
   • Appointment, Resignation, and Dismissal
   • Term of Office
   • Orientation Program
3. Duties, Responsibilities, and Authority
   • Duties and Responsibilities
   • Authority
   • Duties Division
4. Meetings, Trainings, Performance Assessment, and Accountability
5. Honorarium
6. Committees under the Board of Commissioners
   • Audit Committee
   • Nomination and Remuneration Committee
7. Code of Conduct
   • Compliance with applicable laws
   • Compliance with Indocement's Code of Conduct
   • Avoiding Conflict of Interest
   • Diversity, Fairness, and Respect
   • Handling of Company Property, Records, and Information
   • Occupational Health and Safety Management
8. Working Relationships between the Board of Directors and the Board of Commissioners
9. Closing

Statement