Governance with Purpose

The Board of Commissioners meeting may be held at any time if deemed necessary at the request of one or more members of the Board of Commissioners by mentioning the matters to be discussed. However, for regularity within the Company's organization, the Board of Commissioners determines a scheduled Board of Commissioners meeting.

Regular/scheduled meetings of the Board of Commissioners consist of the following:

1. Meeting of the Board of Commissioners, at least 1 (one) time in 2 (two) months.
2. Joint meeting with the Board of Directors at least 1 (one) time in 4 (four) months.

The Meeting of the Board of Commissioners is only valid and can make binding decisions if more than ½ (one-half) of the total members of the Board of Commissioners are present or represented at the meeting.

To support the GCG implementation, it is necessary to regulate the working relationship of the Company's organs, especially between the Board of Commissioners and the Board of Directors, as well as guidelines that can be used as a basis for the Board of Commissioners/Board of Directors in performing their duties.

The Board of Commissioners has a Board Commissioners Charter, issued on December 16, 2020, to guide the Board of Commissioners in performing their respective duties. The Board of Commissioners Charter is prepared based on the principles of corporate law, applicable laws and regulations, provisions of the Articles of Association, GMS resolutions and directions, and GCG best practices.

Read more about our Board of Commissioners Charter in the link below.

The Audit and Risk Management Committee consists of 3 (three) members, of which 1 (one) Independent Commissioner is the Chairman and 2 (two) independent party members who meet the requirements in accordance with OJK Regulation No. 55/POJK.04/2015 and have an adequate understanding of the Company's business.

Audit and Risk Management Committee members are appointed and dismissed by the Board of Commissioners. The currently serving Audit and Risk Management Committee is appointed based on the Circular Resolution of the Board of Commissioners in Lieu of the Board of Commissioners Meeting Number: 013/TBS-RBOC/XI/2023 dated November 30, 2023, for the term of office up to 2024. The appointment of the Audit and Risk Management Committee has been reported to the OJK through the Board of Directors Letter Number: 257/TBS/XII/2023 dated December 4, 2023.

The audit and Risk Management Committee has an Audit and Risk Management Committee Charter as a working guideline that regulates duties, responsibilities, and authorities, as well as the organization of the Audit and Risk Management Committee, which is structured to create efficient and effective supervision. The audit and Risk Management Committee Charter was updated on March 14, 2018, and signed by all Audit and Risk Management Committee members.

Read more about our Audit and Risk Management Committee Charter in the link below.

The Nomination and Remuneration Committee will consist of at least 3 (three) members, provided:

a. 1 (one) Chairman and counted as member; and

b. other members comprising of:

1. Member of Board of Commissioners;
2. Competent external party to the Company; or
3. An Executive Officers holding a senior position in human resources under the Board of Directors.

Pursuant to the OJK Regulation No. 34/2014, the Nomination and Remuneration Committee Chairman shall be an Independent Commissioner.

The ESG Committee will consist of at least 3 (three) members, provided:

a. 1 (one) Chairman and counted as member; and

b. other members comprising of:

1. Member of Board of Commissioners;
2. Competent external party to the Company; or
3. An Executive Officers holding a senior position in Sustainability under the Board of Directors.

The ESG Committee member are appointed and dismissed by the Board of Commissioners based on the Board of Commissioner’s meeting resolution and/or Board of Commissioners decision letter.