Tunas Baru Lampung

The Board of Directors Charter

INTRODUCTION
The Board of Director’s Charter is issued to provide guidance to the members of the Board of Directors in managing and operating the Company, so the Board of Directors can manage and operate the Company in accordance to the Articles of Association, code of conduct of the Company and laws and regulations.
THE DUTIES AND RESPONSIBILITIES
1. Lead and manage the Company with policies that are considered well and in accordance with the purpose and objective of the Company stipulated in Articles of Association.
2. Maintain and manage the assets of the Company.
3. Along with the Board of Commissioners, compile the handbook/manual that is binding for every members of the Board of Directors and members of the Board of Commissioners, in accordance with provision of the laws and regulations;
4. Along with the Board of Commissioners, compile the code of conduct that applies to all members of the Board of Directors, members of the Board of Commissioners, employees/officers and support organizational which owned by the Company, in accordance with provision of the laws and regulations;
5. Every members of the Board of Directors in good faith, full responsibility and prudence carry out their duties with due regard to applicable laws and regulations and the Articles of Association.
AUTHORITY
1. The Board of Directors may represent the Company in or outside the court about everything and in all events, bind the Company with other parties and other parties with the Company, and perform every actions’ regaeding management and ownership, with restrictions as stated in the Articles of Association of the Company and applicable laws and regulations;
2. Without decreasing the responsibility of the Board of Directors, the Board of Directors is entitled to certain legal actions to appoint a power of attorney or more with the terms specified by the Board of Directors in terms of specific power of attorney, the authority which given by that must be conducted in accordance with the Articles of Association as well as applicable laws and regulations;
3. The division of duty and authority of the members of the Board of Directors is stipulated in the General Meeting of Shareholders, in the event the General Meeting of Shareholders did not decide the division of duty and authority for every member of the Board of Directors, it will be determined based on decree of the meeting of the Board of Directors.
4. In the event that the Company has purposes which are contrary with the private purpose of a member of the Board of Directors , so the company will be represented by another member of the Board of Directors, and in the event that the Company has purposes which are contrary with the purposes of all members of the Board of Directors, so in this matter the Company will be represented by the Board of Commissioners in accordance to applicable laws and regulations;
5. Every member of the Board of Directors have full responsibility jointly and severally for the loss of the Company caused by the fault or negligence of the Board of Directors in performing their duties.
CRITERIA AND SERVICE PERIODE
1. The Board of Directors consist of at least 2 (two) persons or more, which consists of:
  1. 1 (one) person as a President Director;
  2. 1 (one) person as a Director or more, one of them can be appointed as Vice President Director;
    with attention to laws and regulations including the laws and regulations of the Capital Market.
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. Have 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 a company;
    3. Never convicted of committing a crime which 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:
      - never held an annual meeting of the shareholders;
      - responsibility as a member of the Board of Directors and/or a member of the Board of Commissioners had not been accepted by General Meeting of the Shareholders or never give his/her accountability as a member of the Board of Directors to the General Meeting of the Shareholders; and
      - caused the Company which already have the permit, approval and registration from the Financial Authority to not perform the Annual Report to the Financial Authority.
  4. Have a commitment to follow the laws and regulations; and
  5. Have knowledge and/or skills needed by the Company.
3. Appointment of the Board of Directors shall obey the requirements of :
  1. The Company Law;
  2. The laws and regulations of the capital market;
  3. The laws and regulations that are related to the Company’s activities.
4. All members of the Board of Directors are appointed and dismissed by the General Meeting of the Shareholders as regulated in the Articles of Association of the Company;
5. General Meeting of the Shareholders may dismiss a member of the Board of Directors at anytime with a reason, after the Director has been given a chance to defend himself/herself in General Meeting of the Shareholders;
6. A member of the Board of the Directors whose service periode has expired, may be reappointed by General Meeting of the Shareholders;
7. A member of the Board of Directors may resign from his/her post by giving a written notice about his/her resignation to the Company at least 30 (thirty) days before the resignation date;
8. The Company must convene a General Meeting of the Shareholders to resolve such resignation of a member of the Board of Directors at the latest 90 (ninety) days after receiving the resignation letter;
9. A member of the Board of Directors who resigned could still be accountable for his/her responsibility as a member of the Board of Directors since his/her appointment until his/her resignation approved by the General Meeting of the Shareholders;
10. Release of responsibility from the Board of Directors will be given after the Annual Meeting of the Shareholders release him/her;
11. The service periode of a member of the Board of Directors will be terminate if :
  1. The service periode already expired; or
  2. Had been declared bankrupt or put under the guardianship based on virtue of the court; or
  3. His/her resignation 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.
12. In the event the President Directors position is vacant, if his/her replacement still not appointed, one of the Board of Directors may be appointed in the Meeting of the Board of Directors and will do the duty of the President Director and have the authority and responsibility the same as the President Director.
13. The Board of Directors may have concurrent positions in accordance to the laws and regulations and/or the regulations in the Capital Market.
14. The suggestions about the removal, dismiss and/or replacement of the members of the Board of Directors to the General Meeting of the Shareholders shall consider a recomendation from the Board of Commissioners and the committee assigned to the nomination function.
MEETING OF THE BOARD OF DRECTORS
1. Meeting of the Board of Directors shall be held regulary at least 1 (once) in every month;
2. Board of Directors may hold the Meeting at anytime if :
  1. Deemed necessary by 1 (one) or more members of the Board of Directors; or
  2. Upon written request by 1 (one) or more members of the Board of Commissioners; or
  3. Upon written request by 1 (one) or more shareholders who represents 1/10 (one teenth) or more of the total number of issued shares of the Company with valid voting rights.
3. The Board of Directors shall set up the meeting along with the Board of Commissioners regulary at least 1 (once) every 4 (four) months;
4. Invitation to the meeting are issued by a member of the Board of Directors who has the capacity to represent the Board of Director as stipulated in the Articles of Association of the Company;
5. Invitation for the Board of Directors Meeting shall be delivered in any written from and delivered to every members of the Board of Directors the latest 5 (five) days before the Meeting date, excluding the invitation date and the Meeting date in a time shortly in the urgent circumstances as determined by the President Director or by a member of the Board of Directors who has a right to represent and in accordance with mechanism that is applicable in the Company, as long as not otherwise regulated by the laws and regulations that applies;
  If all the members are present or represented, 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 Directors 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 are registered or in all territory of the Republic of Indonesia, as long as not contrary to the applicable laws and regulations;
8. Meeting of the Board of Directors shall be presided by President Director or Vice President Director. In the event that the President Director or Vice President Director are absent, one of the member of the Board of Directors who attended the Meeting and designated at the Meeting shall be the Chairman of the Meeting of the Board of Directors.
9. A member of the Board of Directors may be represented in the Meeting only by another member of the Board of Directors having given the power of attorney;
10. Meeting of the Board of Directors is valid and entitled to adopt legally binding resolutions if attended by more than 1/2 (half) of the total number of the Board of Directors who are present or represented in the meeting;Resolution of the Meeting shall be taken by deliberaton to reach a consensus, if 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.
11. Resolution of the Meeting shall be taken by deliberaton to reach a consensus, if 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.
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 Directors who present shall be entitled to issued 1 (one) vote and 1 (one) additional vote for each other members of the Board of Directors who is legally represented.
14. Resolution of the Board of Meeting shall be stated in a minutes of the Meeting by one member present in the Meeting appointed by the Chairman of the meeting and signed by all members of the Board of Directors who is present and submitted to the all members of the Board of Directors;
15. Voting concerning an individual shall be made with closing vote and unsigned, while voting concerning other matter 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 vote;
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 is present at the Meeting, 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 reasons 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. The minutes of the Meeting of the Board of Directors are the lawful evidence of the resolutions that are taken in the Meeting of the Board of Directors, neither for the members of the Board of Directors or for third parties;
20. The Board of Directors can take valid resolutions without convening the Board of Directors meeting, if all members of the Board of Directors have been informed in writing about the proposal and all the members of the Board of Directors have given their approval about the proposal in writting and signed the approval. That kind of resolution have the same legal binding with the resolutions that taken in the Meeting of the Board of Directors.
INTRODUCTION PROGRAMME
A member of the Board of Directors who was recently appointed will be given the introduction programme, it can be a presentation, a meeting, or a visit to the region work of the Company and will be accompanied by the President Commissioner or the President Director.
ETHIC OF THE FUNCTIONAL
1. A member of the Board of Directors shall be barred from making personal gains from the Company’s activities, apart from the salary and allowances and facilities which have been determined by the Board of Commissioners and/or General Meeting of the Shareholders;
2. Members of the Board of Directors shall not give, offers or accept directly or indirectly something economically valuable to the customer or partner of the Company or government officials to influance or as a reward for what he/she has done and others action with the same purpose in accordance to the laws and regulations.