Governance

The Board of Directors is the Company’s organ who is authorized and fully responsible for the management of the Company for the benefit of the Company, in accordance with the purposes and objectives of the Company and represents the Company, both inside and outside the court, in accordance with the provisions of the articles of association.

The basic principles of the Board of Directors as the Company’s organ as stipulated in the Code of Corporate Governance are to collectively perform duties and take responsibility in managing the Company in order to generate added value and ensure business continuity. Each member of the Board of Directors can make decisions in accordance with the division of duties and authority, but the implementation of duties by each member of the Board of Directors remains a joint responsibility.

Legal Basis
In accordance with the Company Law and POJK Number 33/POJK.04.2014, the Company’s Board of Directors are fully responsible for managing the Company for the interests and objectives of Indocement in accordance with the provisions of the Articles of Association of the Company and the prevailing regulation. The Board of Directors is jointly responsible with the Company management to create added value and ensure the sustainability of the Company’s business.

Board of Directors Work Guidelines
In carrying out its duties and responsibilities, the Board of Directors refers to the guidelines and work rules which regulates the working relationship between the Board of Directors and the Board of Commissioners, the Company has ratified Board Charter by virtue of Decree of Board of Commissioners Number 012/Kpts/Kom/ITP/XII/2015 dated December 4, 2015.

The contents of Board Charter regulates the following:
1. INTRODUCTION
   a.  Background
   b.  Legal basis
2. ORGANIZATION, APPOINTMENT AND TERM OF SERVICE
   a. Board of Directors and Board of Commissioners Organization
          i.    Board of Directors Organization
         ii. Board of Commissioners Organization
        iii.  Director Requirements
        iv.   Commissioners Requirements
        v.   Committees
   b. Appointment, Dismissal and Resignation
        i. Board of Directors’ Appointment, Dismissal and Resignation
       ii.  Board  of  Commissioners’ Appointment,Dismissal and Resignation
   c. Board of Directors and Board of Commissioners Term of Service and Availability
        i.   Term of Service
        ii.   Requirements Fulfillment
3. BOARD OF DIRECTORS’ AND BOARD OF COMMISSIONERS’ DUTIES, RESPONSIBILITIES AND AUTHORITIES
  a.  Purpose
  b. Board of Directors’ Duties, Responsibilities and Authorities
        i.  Board of Directors’ Duties and Responsibilities
        ii. Board of Directors’ Authorities
  c. Board of Commissioners’ Duties, Responsibilities and Authorities
        i. Board of Commissioners’ Duties and Responsibilities
       ii.   The Board of Commissioners’ Authorities
  d. Board of Directors’ and Board of Commissioners’ Meetings
        i.   General
       ii.  Board of Directors’ Meetings
      iii. Board of Commissioners’ Meetings
4. REPORTING, RESPONSIBILITY STATEMENT AND VALUES
   a.  Reporting
          i.    Annual Report
         ii.   Periodical Financial Statements
         iii. Other Reports
   b. Responsibility Statement
   c.  Values

5.  CLOSING