Governance

Duties and responsibilities of the Board of Directors are set out in the Company’s Articles of Association and the Board Charter, including:

1. Managing the Company in accordance with the Company's purposes and objectives as stipulated in the Company's Articles of Association;
2. The Board of Directors must perforn duties and reponsibilities in good faith and with full responsibility and prudence. The Board of Directors shall act for the best interest of the Company and shall consider various risks relevant to the Company in making decisions and taking actions;
3. In performing its duties and responsibilities, the Board of Directors is required to:
   a. Prepare the Company’s development plan and annual work plan prior the next budget year begins, which also includes the Company's annual budget for the next budget year. The annual work plan must be submitted to the Board of Directors does not submit such annual work plan, the work plan of the previous year shall be applied.
   b. In developing strategies and plans, the Board of Directors promotes innovation and uses the latest technology to increase competitiveness and create long-term value for the Company's business and fulfill the social and environmental responsibilities.
   c. Prepare the Company's accounting system based on the principles of internal control, specifically the separation of management, recording, storing, and supervision functions.
   d. Ensure the integrity of the Company's accounting and financial reporting systems and the timely and accurate disclosure of all Company's material information.
   e. Ensure that the Company implements an appropriate and effective risk management and internal control system that is aligned with the Company's vision, mission, and objectives, goals, and strategies and complies with the applicable laws and regulatoins.
   f. Organize annual GMS and other GMS as stipulated in the applicable laws and regulations and articles of association.
   g. Prepare the shareholders register, special register, GMS minutes, and minutes of Board of Directors' meetings.
   h. Prepare the Company's annual report, sustainability report, and financial statements.
   i. Maintain all lists, minutes of meetings, and financial documents of the Company.
   j. Report to the Company of the shares owned by each member of Board of Directors and/or the family in the Company and any changes in ownership of the Company's shares no later than three working days after the ownership in the Company for it to  be recorded in a special list.
4. The Directors are jointly responsible for the Company loss due to errors or intentional mistakes in performing the duties. However, each Director who fails to meet the reporting requirement of share ownership must be responsible individually for the Company's loss caused by such matters.
5. The Director is not responsible for the Company's loss in the event that:
   a. Such loss is not due to errors or intentional mistakes in performing the duties.
   b. The duties have been performed withh full responsibility, in good faith and prudence, and perseverance for the interests and in line with the Company's purposes and objectives.
   c. There is no direct or indirect conflict of interest that causes the loss suffered by the Company.
   d. Reasonable preventive actions have been taken towards the occurrence and continuation of such loss.

Duties and Responsibilities of the Board of Directors
To optimally perform its duties and responsibilities, the Board of Directors divides the duties and responsibilities to each member of Board of Directors according to each one’s expertise, reviews and updates the division of roles and responsibilities from time to time.

The division of duties and responsibilities of the Board of Directors in 2022 are:





As stipulated in the Board of Directors Charter and the Company's Articles of Association, the authority includes:
1. The Board of Directors is reponsible for managing the Company in line with the Company's policies to achieve the Company's purposes and objectives.
2. The Board of Directors has the authority to perform the following matters:
   a. Establishing, maintaining, and regulating the Company's policies.
   b. Managing the Company's workforce, inclusing determining salary, pension, and other allowances of the Company's Employees in accordance with the applicable laws and regulations and/or GMS resolutions (if any).
   c. Appointing and terminating Company's Employees in accordance with the applicable laws and regulations.
   d. Delegating the Board of Directors' authority to represent the Company to one or more members of Board of Directors who are specifically appointed for such matter or to one or more employees of the Company, either individually or jointly with other person or entity.
   e. Performing other actions according to the directions and reccomendation of Board of Commissioners.
3. The Director has the authority to represent the Company, expect such member is:
   a. having dispute with the Company.
   b. having conflict of interest with the Company, in such matter, the authorized pasrty representing the Company shall be:
        • Another member of the Board of Directors without conflict of interest with the Company; or
        • Board of Commissioners, in the event that all members of the Board of Directors have conflict of interest with the Company; or
        • Another party appointed by the GMS, in the event that all members of the Board of Directors and Board of Commissioners have conflict of interest with the Company.

In addition to regulating the authority of the Board of Directors, the Board Charter and the Company’s Articles of Association also limits the authority of the Company’s Board of Directors, as follows:
1. borrowing or lending money on behalf of the Company with a value exceeding 20 million US Dollar or its equivalent value in another currency in one transaction;
2. buying, selling, or in any ways acquiring or releasing rights to immoavable property including buildings and land rights, in the event that each transaction's value exceeds 5 million US Dollar or its equivalent amount in another currency;
3. pledging or charging the Company's assets as collateral for non-operational transactions with value exceeding 20 million US Dollar or its equivalent value in another currency;
4. binding the Company as guarantor/warranter;
5. incorporating a subsidiary with an authorized capital of more than 5 million US Dollar or its equivalent value in another currency;
6. taking part or participating in another company or legal entity or organizing a new company that has an authorized capital of more than 5 million US Dollar or its equivalent value in another currency;
7. releasing part or all of the Company's investment in another company or legal entity with a transaction value exceeding 5 million US Dollars or its equivalent value in another currency.

If the limitations of authority are exceeded, the Board of Directors shall obtain the prior approval of the Board of Commissioners in accordance with the Company’s Articles of Association.

If the limitations of authority are exceeded, the Board of Directors shall obtain the prior approval of the Board of Commissioners in accordance with the Company’s Articles of Association.

Independency of the Board of Directors

In carrying out its duties and responsibilities, the Board of Directors acts independently and is free from the interests of any party. The independence of the Board of Directors of the Company is also evident from the share ownership of members of the Board of Directors and concurrent positions of members of the Board of Directors. The Company requires members of the Board of Directors to disclose their share ownership in a report that is updated annually.

Board of Directors Concurrent Positions

The concurrent position of the Board of Directors as similarly applied to the Board of Commissioners refers to the provisions on concurrent position of the Board of Directors of Article 6, POJK No. 33 as stipulated in the Board Manual of Board of Directors and Board of Commissioners.

This regulation stipulates that members of Board of Directors may have concurrent position under the following provisions:

1. as a member of Board of Directors at no more than one other issuer or public company;
2. as a member of Board of Commissioners at no more than three other issuers or public companies; and/or
3. as a member of committee at no more than five committees at issuers or public companies, in which the related Director also serves as a member of Board of Directors or a member of Board of Commissioners.

Information related to members of the Board of Directors’ other concurrent positions in Indocement are as follows:

Based on the information in the table above, the concurrent positions of members of the Board of Directors have complied with the provisions for concurrent positions in Article 24 of POJK 33/2014.