Tunas Baru Lampung

The Board of Commissioners Charter

INTRODUCTION
The Board of Commissioner Charter was created to provide guidance to the members of the Board of Commissioners in managing and operating the Company in accordance with the Articles of Association, the code of conduct of the Company, and applicable laws and regulations.
THE DUTIES AND RESPONSIBILITIES
1. The Board of Commissioners is obliged to perform their duties and their responsibilities in good faith and prudence in conducting supervision over management policy, the implementation of management in general, either regarding the Company or its business, and provide advice to the Board of Directors;
2. In order to encourage the effectiveness of the implementation of their duties and responsibilities, the Board of Commissioners is obliged to form the Audit Committee and may form others committees and obliged to conduct an evaluation of the performance of the other committees in their implementation of their duties and responsibilities every year.
OBLIGATIONS
1. In the event that all members of Board of Directors are dismissed for a temporary time or if any event causes the Company to have no members of the Board of Directors, then for a temporary time, the Board of Commissioners is obliged to manage the Company. In that event, the Board of Commissioners is entitled to give temporal power to one or more members of the Board of Commissioners and will be the responsibility of the Board of Commissioners.
2. In the event there is only one member of the Board of Commissioners, all duties and authority that are given to the President Commissioner or to the members of the Board of Commissioners in the Articles of Association will be applicable to him/her.
AUTHORITY
1. The Board of Commissioners is entitled at all the time during working hours to enter the building and the yard or other places used or which is owned by the Company and shall be entitled to review all bookkeeping, letters and other evidence, examine and synchronize cash-flow and others, as well as entitled to understand all actions that have been performed by the Board of Directors.
2. The Board of Directors and every member of the Board of Directors are obliged to give an explanation about all things that is questioned by the Board of Commissioners.
3. At any time, the Board of Commissioners according to the resolution of the Board of Commissioners meeting, can dismiss for a temporary time, one or more members of the Board of Directors from his/her position (their position) if that member of the Board of Directors acted contrary to the Articles of Association and/or to the laws and regulations with regard to the following provisions :
  1. That temporary dismissal shall be given in writting to the relevant member of Board of Directors along with accompanied reasons that caused such action along with a copy to the Board of Directors, that notice shall be provided the latest 2 (two) working days after that temporary dismissal was issued.
  2. A member of the Board of Directors that has been temporarily dismissed is not authorized to perform the management of the Company for purposes of the Company according to the purpose and objective of the Company, in or outside the court, that limitation of the authority shall remain in effect since the resolution on temporary dismissal has been made by the Board of Commissioners until :
    1. There is a resolution of the General Meeting of Shareholders that enforced or void that temporary dismissal;
    2. Time periode of the General Meeting of the Shareholders has been expired, or the General Meeting of the Shareholders fails to give a resolution, or the General Meeting of the Shareholders cancel that temporary dismissal, so that temporary dismissal is void and members of the Board of Directors who has been temporarily dismissed are returned to their original positions.
  3. In the latest 90 (ninety) days after that temporary dismissal, the Board of Commissioners must convene the General Meeting of Shareholders which will decide to void or to confirm that temporary dismissal. The Company is obliged to disclose to the public and the Financial Services Authority at the latest 2 (two) working days after the General Meeting of Shareholders.
  4. In the General Meeting of Shareholders, a member of the Board of Directors has a chance to defend himself/herself.
4. Each member of the Board of Commissioners has full responsiblity for the Company’s losses that are caused by the mistakes or negligence of the Board of Commissioners in performing their duties.
5. A member of the Board of Commissioners may not be responsible for the Company’s losses, if he/she can prove that :
  1. The losses is not caused by his/her mistakes or his/her negligence;
  2. Already conducted the supervised with good faith, full responsibility, and due care for the benefit of the Company and in accordance with the purposes and objectives of the Company;
  3. There is no conflict of interest, either directly or indirectly, over the supervision that caused the losses; and
  4. He/she already took actions in trying to prevent the occurance or continuity of such losses.
THE CRITERIA AND SERVICE PERIODE
1. The Board of Commissioners consist of at least 2 (two) members and if there are only two members, one of them will be the Independent Commisssioner.
  If the member of Board of Commissioners consist of more than 2 (two) members, one of them can be appointed as a President Commissioner with regard to the provision about the appointment of the Independent Commissioner and with regard to laws and regulations including the laws and regulations of the Capital Market;
  Each member of the Board of Commissioners shall not act individually but according to the resolutions of Board of Commissioners or according to the designation of the Board of Commissioners.
2. Who can be a member of the Board of Directors is an individual with the terms as follows :
  1. Have good morals and integrity;
  2. Capable in performing legal action;
  3. Within the period 5 (five) years before their appointment while and during his time:
    1. Never declared bankruptcy;
    2. He/she has never been convicted as a member of the Board of Directors and/or a member of the Board of Commissioners who caused the bankruptcy of another company;
    3. Never convicted of committing a crime that caused financial loss to the state and/or pertaining to the financial sector;
    4. He/she has never been a member of the Board of Directors and/or a member of the Board of Commissioners which during his/her time :
      1. never held its annual meeting of the shareholders;
      2. responsibility as a member of the Board of Directors and/or a member of the Board of Commissioners had not been accepted by the General Meeting of the Shareholders or never gave his/her accountability as a member of the Board of Directors to the General Meeting of the Shareholders; and
      3. caused the Company which already have the permit, approval and registration from Financial Authority to not perform its obligation to report the Annual Report to the Financial Authority;
  4. Have a commitment to follow the laws and regulations; and
  5. Have a knowledge and/or skill needed by the Company.
3. Besides being obliged to comply with the requirements mentioned above, the Independent Commissioner has to comply with the following requirements :
  1. He/She is not a person who had worked or had authority and responsibility in planning, leading, controling or supervising the activities of the Company for the last 6 (six) months, except for reappointment as Independent Commissioner of the Company in the next period;
  2. He/She has no shares of the Company either directly or indirectly;
  3. He/She does not have an affiliated relationship with the company, members of Board of Commissioners, members of the Board of Directors, or with the majority shareholders of the Company; and
  4. He/She does not have a business relationship either directly or indirectly related to the activities of the Company.
4. Appointment of the Board of Directors shall obey the requirements of :
  1. The Company Law;
  2. The laws and regulations in capital market;
  3. The laws and regulations related to the Company’s activities.
5. Compliance to the requirement as a member of the Board of Commissioners is approved with a letter of intent that is signed by candidates of the members of the Board of Commissioners and that letter will be delivered to the company. That letter of intent will be investigated and documented by the Company.
6. The Company is obliged to hold the General Meeting of the Shareholders to replace a member of the Board of Commissioners who does not qualify as a member of the Board of Commissioners.
7. A member of the Board of the Commissioners whose service periode has expired, may be reappointed by the General Meeting of the Shareholders.
8. The General Meeting of Shareholders may dismiss members of the Board of Commissioners at anytime by mentioning the reason of the dismissal.
9. Members of the Board of Commissioners will be dismissed if that member is no longer qualified as a member of the Board of Commissioners.
10. The decision to dismiss a member of the Board of Commissioners will be taken after that related member have had the opportunity to defend himself/herself;
11. Members of the Board of Commissioners appointed and dismissed by the General Meeting of Shareholders, whose appointment is valid from the date specified in the General Meeting of Shareholders, where that members of the Board of Commissioners was appointed and dismissed at the closure of the 5^th (fifth) Annual General Meeting of Shareholders after the date of the appointment of the members of Board of Commissioners, unless determined otherwise in the General Meeting of Shareholders.
12. A member of the Board of Commissioners whose term of office has expired, may be reappointed according to the resolutions of the General Meeting of Shareholders.
13. The dismissal of a member of the Board of Commissioners is valid since the closing of the General Meeting of Shareholders or any date resolved in the General Meeting of Shareholders.
14. A member of the Board of Commissioners has a right to resign from his/her position by giving a written notification about his/her resignation to the Company the latest 30 (thirty) days before his/her resignation;
15. The Company is obliged to convene the General Meeting of Shareholders to resolve such resignation of a member of the Board of Commissioners at the latest 90 (ninety) days after receiving the resignation letter;
16. In the event that the Company does not convene the General Meeting of Shareholders at the latest 90 (ninety) days after received the resignation letter, so the resignation of a member of the Board of Commissioners will be valid without a resolution of the General Meeting of Shareholders, with consideration to the provisions of the Articles of Association of the Company about the requirement of the member of the Board of Commisioners;
17. Before the resignation of the member is effective, the member of the Board of Commissioners is still obliged to finish their duties and responsibilities in accordance to the Article of Associations and to the applicable laws and regulations;
18. A member of the Board of Commissioners who resigned could still be held accountable for his/her responsibilities as a member of the Board of Commissioners since his/her appointment until his/her resignation approved by the General Meeting of the Shareholders.
19. Release of responsibility of the Board of Commissioners will be given after the Annual Meeting of the Shareholders releases him/her;
20. The service periode of a member of the Board of Commissioners will be terminated if:
  1. The service periode already expired; or
  2. Had been declared banckrupt or put under the guardianship based on virtue of the court; or
  3. His/her resignation has already approved by the General Meeting of the Shareholders; or
  4. No longer complies with the requirements of the prevailing laws and regulations; or
  5. passed away; or
  6. Dismissed by virtue of a resolution of the General Meeting of the Shareholders.
21. The salary, honorarium, or other remuneration of the Board of Commissioners is stipulated in the General Meeting of Shareholders;.
22. A member of the Board of Commissioners may have concurrent positions in accordance to regulations including the capital market regulations;
23. An Independent Commissioner who has served for 2 (two) periodes in their position may be reappointed for the next periode, as long as that Independent Commissioner state that himself/herself is still independent to the General Meeting of Shareholders and that statement must be disclosed in the Annual Report;
24. In the event that Independent Commissioner has a position in the Audit Committee, that Independent Commissioner only may be reappointed as a member of the Audit Commitee for the next 1 (one) period of the Audit Committe.
25. The proposal about the appointment, dismissal and/or replacement of the Board of Commissioners member to the General Meeting of Shareholders must take into account the recommendation from the Board of Commissioners or the committee who has the nomination function.
MEETING OF THE BOARD OF COMMISSIONERS
1. Meeting of the Board of Commissioners shall be held regulary at least 1 (once) in every 2 (two) months;
2. The Board of Commissioners shall hold a meeting along with the Board of Directors regulary at least 1 (once) every 4 (four) months;
3. Board of Commissioners may hold the Meeting at anytime if :
  1. Deemed necessary by 1 (one) or more members of the Board of Commissioners;or
  2. Upon written request by 1 (one) or more members of the Board of Directors; or
  3. Upon written request by 1 (one) or more shareholders who represent 1/10 (one tenth) or more of the total number of issued shares of the Company with valid voting rights.
4. The Invitation to the meeting is issued by President Commissioner. In the event that the President Commissioner is absent by any cause, which is not needed to be proven to the third party, 1 (one) of a member of the Board of Commissioners, who is apppointed by President Commissioner has the right and the capacity to issue the invitation of the Board of Commissioner’s meeting;
5. Invitation for the Board of Commissioner’s Meeting shall be sent in any written form, that invitation shall be delivered to every member of the Board of Commissioners the latest 5 (five) days before the Meeting date, excluding the invitation date and the Meeting date or in a time shortly in urgent circumstances as determined by the President Commissioner or by a member of the Board of Commissioners who has a right to represent the Company and in accordance with the mechanism that is applicable in the Company, as long as it is not otherwise regulated by the applicable laws and regulations;
  If all the members of the Board of Commissioners are present and/or represented in the Board of Commissioners Meeting, that invitation is not necessary and the Meeting of the Board of Directors is entitled to adopt legally binding resolutions.
6. Invitation of the Meeting shall provide the agenda, date, time and place of the Meeting.
7. Meeting of the Board of Commissioners shall be held in the Company’s domicile or in a place where the Company runs its business or in a domicile of the Stock Exchage where the Company’s stock is registered or in all territory of the Republic of Indonesia, as long as not contrary to the laws and regulations;
8. Meeting of the Board of Commissioners shall be presided by President Commissioner. In the event that President Commissioner is absent to present the Board of Commissioners Meeting with any cause, terms of which does not need to be proven to a third party, one of the members of the Board of Commissioners who attended, chose and designated at the Meeting shall be the Chairman of the Meeting of the Board of Commissioners.
9. A member of Board of Commissioners may be represented in the Board of Commissioners Meeting only by another member of the Board of Commissioners by being given power of attorney.
10. Meeting of the Board of Commissioners is valid and entitled to adopt legally binding resolutions if attended by more than ½ (half) of the total number of the Board of Commissioners who are present or represented in the Meeting.
11. Resolutions of the Meeting shall be taken by deliberation to reach a consensus, if the consensus is not achieved, it shall be taken by affirmative votes at least 1/2 (half) of total number of the votes with valid voting right in the Meeting..
12. If there is an event of a tie vote, the chairman of the Meeting will make the decision.
13. Each members of the Board of Commissioners who is present is entitled to issued 1 (one) vote and 1 (one) additional vote for each other members of the Board of Commissioners who is legally represented.
14. The Resolution of the Meeting shall be stated in a minutes of the Meeting by one member who attended the Meeting and appointed by the Chairman of the meeting and signed by all members of the Board of Commissioners who attended and then the Minutes of the Meeting will be submitted to the all members of the Board of Commissioners;
15. Voting concerning an individual shall be made with a closed vote and unsigned, while voting concerning other matters shall be conducted orally, unless the Chairman of the Meeting decides otherwise without any objection from other attendees. Blank vote and illegal vote will be considered to be not issued and will be considered to be not counted in determining the numbers of the votes issued.
16. Resolution of the Board of Directors Meeting along with the Board of Commissioners shall be stated in a minutes of the meeting, signed by members of the Board of Directors and the Board of Commissioners who attended and shall be submitted to all members of the Board of Directors and the Board of Commissioners;
17. In the event that a member of the Board of Directors and/or a member of the Board of Commissioners does not sign the Minute of the Meeting, he/she must state the reason in a written letters that will be attached to the Minutes of the Meeting;
18. The Minutes of the Meeting shall be documented by the Company;
19. Minutes of the Board of Commissioners Meeting is made the lawfull evidence about the resolutions taken in the Meeting of the Board of Commissioners, either for the members of the Board of Directors or for third party;
20. The Board of Commissioners can take valid resolutions without convening the Board of Commissioners Meeting, if all members of the Board of Commissioners have been informed in writing about the proposals and all members of the Board of Commissioners have given their approval about the proposal in writing and signed the approval. That kind of resolutions have the same legal binding with the resolutions which taken in valid in the Board of Commissioners Meeting.
INTRODUCTION PROGRAMME
A member of the Board of Commissioners who is recently appointed will be given the introduction programme, that can be in a form of a presentation, a meeting, or a visit to the region work of the Company and will be accompanied by the President Commissioner or President Director.
ETHIC OF THE FUNCTIONAL
1. A member of the Board of Commissioners is barred from making personal gain from the Company activities, apart form the salary and allowances and facilities which have already been determined by the Board of Commissioners and/or the General Meeting of the Shareholders;
2. A member of the Board of Commissioners shall not give or offers or accept directly or indirectly something economically valuable from customer or partner of the Company or government officials to effect or as a reward for what he/she has done and others action with the same purpose in accordance to the prevailing laws and regulations.