The Board of Commissioners and The Board of Directors Meeting

Meetings of the Board of Commissioners

The Board of Commissioners is required to meet at least once every two months, in accordance with the Charter. These meetings are scheduled in advance, but additional meetings may be held at the request of one or more members of the Board, by the Board of Directors or by one or more of the shareholders jointly representing at least 10% of the total number of shares with valid voting rights. The board papers for the Board of Commissioners meeting will be prepared and distributed to the Board of Commissioners at least 5 (five) working days prior the relevant meeting. 

A Board meeting is deemed valid and may take binding decisions if more than one half of its members are present or represented in the meeting. Resolutions are adopted by consensus, but if a consensus cannot be reached, a resolution may be passed by the affirmative votes of more than one half of the total number of votes validly exercised in the meeting. The Company will require the quorum and the decisions taking to become two thirds for the Board decision which aims to be implemented in 2024. 

Each member of the Board has equal voting rights and is entitled to cast one vote and up to one additional vote for another member whom he or she represents. If a commissioner is not able to attend a meeting, the commissioner in question will provide a Power of Attorney to another commissioner. 

Each member of the Board of Commissioners shall attend at least 75% (seventy five percent) of the meeting of the Board of Commissioners in a year. Members of the Board of Commissioners who are unable to attend the meeting shall notify the reason for their absence to the President Commissioner.

In the year ending December 31, 2023, the Board of Commissioners held six meetings and four other meetings which were held jointly with the Board of Directors. 

Meetings of the Board of Directors

The Board of Directors meets at least once every month, as required by OJK Regulation No.33/POJK.04/2014 and the Board Charter. Monthly meetings are scheduled in advance, but additional meetings may be convened at the request of one or more members of the Board, the Board of Commissioners or one or more of the shareholders who jointly represent at least 10% of the total number of shares with valid voting rights. Directors of the Company’s subsidiaries and other interested parties may be invited to the Board meetings. The board papers for the meeting will be prepared and distributed to the Board of Directors at least 5 (five) working days prior to the meeting. 

A Board meeting may take binding decisions if more than half of the Board members are present or represented in the meeting. Resolutions should be adopted by consensus, but may be passed by the affirmative votes of more than half of the total number of votes validly exercised in the meeting, in the event that a consensus cannot be reached. The Company will require the quorum and the decisions taking to become two thirds for the Board decision which aims to be implemented in 2024. Each Board member has equal voting rights and is entitled to cast one vote and up to one additional vote for another member he or she is representing. 

Each member of the Board of Directors shall attend at least 75% (seventy five percent) of the meeting of the Board of Directors in a year. Members of the Board of Directors who are unable to attend the meeting shall notify the reason for their absence to the President Director.

The Board of Directors held the following meetings in 2023: 

• Meeting A: Combined meetings with the Board of Commissioners, at least once every three months. Four of these meetings were held in 2023. 

• Meeting B: Meetings of the Board of Directors, at least every two weeks where possible. Directors of the Company’s subsidiaries and other invitees may also attend these meetings. In 2023 there were a total of 23 Board of Directors’ meetings. 

Below is the schedule of The Board of Commissioners and Combined Meeting of The Board of Commissioners and The Board of Directors in 2024: