No

Legislation

Article

Explanation

1

Law No. 19 of 2003 concerning Indonesian State-Owned Enterprises (Law No. 19/2003)

or

Undang-Undang Nomor 19 Tahun 2003 tentang Badan Usaha Milik Negara Indonesia (UU No. 19/2003)

Article 70 Paragraphs 1), 2), and 3)

Article 70 Paragraph 1): In order to realize effective supervision in the implementation of their duties, the Board of Commissioners and the Supervisory Board need to be assisted by the Audit Committee in charge of assessing the implementation of activities and results of audits carried out by the internal control unit and external auditors, providing recommendations regarding the improvement of the control system, management and implementation, ensuring that there is a satisfactory review procedure for all information issued by SOEs, identifying matters that require the attention of the Commissioners and the Supervisory Board as well as the duties of the Commissioners and the Supervisory Board. Paragraph 2) The chairman of the audit committee is an independent member of the Board of Commissioners, who is appointed by the Commissioner. Paragraph 3) Other committees referred to here include, among others, the remuneration committee and the nomination committee

2

Law Number 40 of 2007 concerning Limited Liability Companies (Law No. 10/2007)

or

Undang-Undang Nomor 40 tahun 2007 tentang Perseroan Terbatas (UUPT No. 10/2007)

Article 114 paragraph 1), 2), 3), and 4)

Article 114: 1) The Board of Commissioners is responsible for the supervision of the Company as referred to in Article 108 paragraph 1) Article 114 paragraph 2) Each member of the Board of Commissioners is obliged with good faith, prudence, and responsibility in carrying out supervisory duties and providing advice to the Board of Directors as referred to in the interest of the Company and in accordance with the purposes and objectives of the Company; Article 114 paragraph 3) Each member of the Board of Commissioners is personally responsible for the loss of the Company if the person concerned is guilty or negligent in carrying out his duties as referred to in paragraph 2); and Article 114 paragraph 4) In the event that the Board of Commissioners consists of 2 (two) members of the Board of Commissioners or more, the responsibilities as referred to in paragraph 3) apply jointly and severally to each member of the Board of Commissioners.

3

Regulation of the Minister of SOEs of the Republic of Indonesia Number 5 of 2022 concerning the Implementation of Risk Management (PER-5/MBU/09/2022)

or

Peraturan Menteri BUMN Republik Indonesia Nomor 5 Tahun 2022 tentang Penerapan Manajemen Resiko (PER-5/MBU/09/2022)

Article 14. paragraph 1), and 4)

Article 14 paragraph 1): The board of commissioners or the Supervisory Board as the managing organ, has the authority, duties and responsibilities: to carry out supervision of the implementation of other Risk Management functions in accordance with the provisions of laws and regulations, articles of association and/or decisions of the General Meeting of Shareholders /Equity Owner (.GMS); and Article 14 paragraph 4)

In implementing the Integrated Governance function as referred to in paragraph 1) letter c, the Board of Commissioners or the Supervisory Board has the authority, duty and responsibility to oversee the implementation of Integrated Governance in Subsidiaries so that it is in line with the Risk Management policy. Parent BUMN.

4

Regulation of the Minister of State-Owned Enterprises Number PER-09/MBU/2012 concerning Amendments to Regulation of the Minister of State for State-Owned Enterprises Number PER -01/MBU/2011 concerning the Implementation of Good Corporate Governance in State-Owned Enterprises

or

Peraturan Menteri Negara BUMN Nomor PER-09/MBU/2012 tentang Perubahan Atas Peraturan Menteri Negara Badan Usaha Milik Negara Nomor PER-01/MBU/2011 tentang Penerapan Tata Kelola Perusahaan Yang Baik Pada Badan Usaha Milik Negara.

Article 12 paragraph 1) to paragraph 9)

Article 12 paragraph:

1) In carrying out their duties, the Board of Commissioners/Supervisory Board must comply with the provisions of laws and/or the articles of association. 2) The Board of Commissioners/Supervisory Board is responsible and authorized to supervise management policies, the general management of both BUMN and BUMN businesses and provide advice to the Directors. 3) Supervision and giving advice as referred to in paragraph 2) is carried out for the benefit of BUMN and in accordance with the aims and objectives of BUMN, and is not intended for the benefit of certain parties or groups. 4) The Board of Commissioners/Supervisory Board makes division of tasks which are regulated by themselves. 5) The Board of Commissioners/Supervisory Board is required to prepare an annual work plan and budget. The Board of Commissioners/Supervisory Board which is an integral part of the RKAP. 6) The Board of Commissioners/Supervisory Board is required to submit a report on the supervisory duties carried out during the past financial year to the GMS/Minister. 7) The Board of Commissioners/Supervisory Board must monitor and ensure that GCG has been implemented effectively and sustainably. 8) The Board of Commissioners/Supervisory Board must ensure that the BUMN Annual Report contains information regarding identity, main jobs, positions of the Board of Commissioners/Supervisory Board in other companies, including meetings held in one financial year (internal and external meetings). joint meeting with the Board of Directors), as well as honorarium, facilities and/or other allowances received from the BUMN concerned. 9) The Board of Commissioners/Supervisory Board is obliged to report to the BUMN concerning its and/or family's share ownership in the BUMN concerned and other companies, including any changes thereto.

5

Decree of the Secretary of the Ministry of SOEs No. SK-16/S.MBU/2012 of 2012 concerning Indicators/Parameters of the Implementation of Good Corporate Governance in SOEs

or

Keputusan Sekretaris Kementerian BUMN No.SK-16/S.MBU/2012 Tahun 2012 tentang Indikator/ Parameter Pelaksanaan Good Corporate Governance di BUMN.

-

Implementation of GCG Practices with the aim of measuring the level of implementation of GCG practices as well as getting feedback for future improvements.

The method of assessing the implementation of GCG refers to the measuring instrument (score card) stated in the Decree of the Secretary of the Ministry of SOEs No. SK-16/S.MBU/2012 dated June 6, 2012 concerning Indicators/Parameters for Assessment and Evaluation of the Implementation of Good Corporate Governance in State-Owned Enterprises.

6

Peraturan Otoritas Jasa Keuangan Nomor 55/POJK.04/2015 Tahun 2015 tentang Pembentukan dan Pedoman Pelaksanaan Kerja Komite Audit

or

Financial Services Authority Regulation Number 55/POJK.04/2015 Year 2015 concerning the Establishment and Guidelines for the Work Implementation of the Audit Committee

Article 3, and Article 11

Article 3 Members of the Audit Committee are appointed and dismissed by the Board of Commissioners; and Article 11 In carrying out its duties, the Audit Committee has the following authorities: a) access documents, data, and information of the Issuer or Public Company regarding the necessary employees, funds, assets, and company resources; b) communicate directly with employees, including the Board of Directors and those who carry out the functions of internal audit, risk management, and accountants regarding the duties and responsibilities of the Audit Committee; c) involving independent parties other than members of the Audit Committee as needed to assist in carrying out their duties (if needed); and d) perform other authorities given by the Board of Commissioners

7

Financial Services Authority Regulation No. 21/POJK.04/2015 Year 2015 concerning Guidelines for the Governance of Public Companies

or

Peraturan Otoritas Jasa Keuangan No. 21/POJK.04/2015 Tahun 2015 tentang Pedoman Tata Kelola Perusahaan Terbuka

Article 15 paragraph 1)

Disclosure of Information at the General Meeting of Shareholders (GMS) - Article 15 paragraph 1) A Public Company that increases capital by granting Pre-emptive Rights (HMETD) to shareholders is required to announce information regarding the plan to increase capital by granting Rights to shareholders at least not later than the announcement of the GMS by complying with the principle of transparency.

8

Financial Services Authority Circular Letter No. 32/SEOJK.04/2015 Year 2015 concerning Guidelines for the Governance of Public Companies

or

Surat Edaran Otoritas Jasa Keuangan No. 32/SEOJK.04/2015 Tahun 2015 tentang Pedoman Tata Kelola Perusahaan Terbuka

-

The Governance Guidelines as referred to in number 1 cover 5 (five) aspects of implementing the principles of good corporate governance, as listed in the Appendix which is an integral part of this Financial Services Authority Circular Letter. Five aspects of Public Company Governance as follows:

a) Public Company Relations with Shareholders in Ensuring the Rights of Shareholders;

b) Functions and Roles of the Board of Commissioners;

c) Functions and Roles of the Board of Directors;

d) Stakeholder Participation; and

e) Information Disclosure. 4. The principles of good corporate governance in the Governance Guidelines are the basic concepts of good corporate governance, in accordance with international exemplary practices.