BOC Charter BOD Charter BOC Charter THE BOARD OF DIRECTORS CHARTERARTICLE 1PURPOSEThe Board of Directors Charter of PT. KGI Sekuritas Indonesia serves a guideline to:a. Ensure the BOD pursuit their professional activities with the responsibilities and the ethical manners that are in accordance with Good Corporate Governance principles.b. Protect the interests of all stakeholders.c. Increase and enhance conformity to all existing laws and regulations.The legal basis, prerequisites, duties, responsibilities and authorities, meeting policy, as well as reporting and accountability of the BOD are set forth in this charter as follows:ARTICLE 2LEGAL BASISThe legal basis of this charter includes:a. Law of The Republic of Indonesia number 8 of 1995 concerning Capital Markets;b. Law of The Republic of Indonesia number 40 of 2007 concerning Limited Liability Company;c. Financial Services Authority Regulation No. 20/POJK.04/2016 concerning the Licensing of Securities Companies conducting business as Underwriters and Broker-dealers;d. Financial Services Authority Regulation No. 57/POJK.04/2017 and Circular Letter No. 55/SEOJK.04/2017 governing Corporate Governance; ande. Articles of Association of the CompanyARTICLE 3BOARD COMPOSITIONa. The BOD shall consist of at least 2 (two) following members:(i) 1 (one) member as President Director;(ii) At least 1 (one) member as Directorb. At least 1 (one) member of the BOD must possess an Underwriter Representative license, and shall be the responsible person for the supervision of Underwriting activities;c. At least 1 (one) member of the BOD must possess a Broker-dealer Representative license, and shall be the responsible person for the supervision of Broker-dealing activities.ARTICLE 4MEMBERSHIP REQUIREMENTSa. All members of the BOD must be domiciled in Indonesia.b. Each member of the BOD must possess an Underwriter Representative or Broker-dealer Representative license.c. Each member of the company’s BOD should pass all tests provided by Financial Services Authority.d.Each member of the company’s BOD should meet the requirements of integrity, financial reputation, competence, and expertise in the Capital Market and/or financialindustry, which include:Integrity Requirements:1)Capability to conduct and carry out legal actions.2)Possession of good character, moral and integrity.3)Absence of legal convictions and criminal offences.4)Commitment to conform to all existing laws and regulations.5)Commitment to support the development of Securities companies in conducting activities as Underwriters and Broker-dealers and the Indonesian capital market.Competency and Expertise Requirements:1)Must possess Capital Market expertise (relevant to his/her position) and a Diploma qualification; and/or2)Must possess at least 2 (two) years of experience from companies engaged with the capital market and/or financial services.Financial Reputation Requirements:1)Never having been declared bankrupt;2)Never having been found guilty of any companies’ bankruptcy declarations.ARTICLE 5CONCURRENT POSITIONMembers of the BOD are strictly prohibited from seeking or taking up employment in other companies or institutions in and outside of Indonesia, except as member of the Boardof Commissioners of the Indonesia Stock Exchange, Clearing Guarantee Institution or Depository and Settlement Institution.ARTICLE 6CONTINUATION OF PROFESSIONAL EDUCATIONAll of the BOD members are required to pursuit continuation in their professional education at least once in every 2 (two) years.ARTICLE 7TERM OF OFFICEa. The Board of Directors shall be appointed by the General Meeting of Shareholders for a 3-year period and may be reappointed.b. The term of office automatically ends under the following circumstances:1) The BOD member no longer has legal capacity and ceases to conduct legal actions;2) The BOD member has been declared bankrupt and/or is found guilty of other companies’ bankruptcy declarations;3) The BOD member has been convicted and/or is found guilty of criminal offences;4) The BOD member is in prolonged absence;5) The BOD member has passed away;6) The BOD member does not meet regulatory rules;7) The BOD member has been dismissed; a dismissal by the GMS.c. The member of BOD may resign from his/her position by submitting a written request to the company, stating the purpose of his/her resignation.ARTICLE 8BROKER-DEALER/UNDERWRITER LICENSEa. In a condition where the Underwriter Representative license and the Broker-dealer Representative license of the BOD member is temporarily suspended, the subjectedmember shall not be allowed to carry out functions, duties and authority until his/her Underwriter Representative license and Broker-dealer Representative license reinstatedby Financial Services Authority.b. In a condition involving revocation of a BOD member’s Underwriter Representative and Broker-dealer Representative licenses during crucial times, the subjected membermust be replaced with another BOD member within a 3 (three) month period.ARTICLE 9DUTIES, RESPONSIBILITIES AND AUTHORITIESa. The duties and responsibilities of the BOD must be in accordance with the company’s Article of Association and the enforced legislation.b. The BOD is responsible for the implementation of prudent management, direction and performance in the company.c. The BOD has the responsibility to review the effectivity of internal control and risk management business approaches.d. The BOD shall implement the Good Corporate Governance practices in its business activities and strictly submit to the company’s codes of ethics.e. The BOD must ensure proper analyses and observations on audit findings and recommendations raised by the Board of Commissioners (BOC) or Financial ServicesAuthority, relating to risk management, compliance and internal audit.f. The BOD shall exercise all privileges and authorities reinforced by the Articles of Association. Certain actions must be obtained only by the approval of the BOC, as regulatedin the Articles of Association.ARTICLE 10MEETING OF THE BOARD OF DIRECTORSa. Every policy and strategic decision must be formed or conducted at the BOD meeting.b. The BOD must hold a meeting at least 1 (one) time in every 2 (two) months. Additional meetings may be scheduled in need to discuss or resolve urgent matters.c. The meeting may be held only if the majority of the BOC is able to attend.d.Each member of the BOD must attend 75% (seventy-five percent) of the total number of all BOD meetings in 1 (one) year period.e.Results shall be adopted unanimously by all Directors. In a condition where a unanimous consensus cannot be reached, the results of the meeting shall be submitted by theBOD to the BOD for consideration and resolution.f.All of the BOD meetings must be summarized into minutes of meeting and the summarization must be signed by the chairman of the meeting. Dissenting opinions during theBOD meetings must be documented in the minutes along with the reason(s).g.The BOD may adopt valid resolutions and decisions without having to conduct a meeting, in provision that all members of the BOD are notified in writing and have grantedtheir approval.h.Areas concerning meeting procedures which are not covered in this charter shall be governed and construed in accordance with the Articles of Association.ARTICLE 11REPORTING AND ACCOUNTABILITYa. The BOD’s actions shall be in the interest of the company and demonstrate responsibilities to the shareholders.b. The BOD must provide accurate, relevant and timely data and information to the BOC.c. The BOD must submit an annual report at the General Meeting of Shareholders within 6 (six) months from the year-end, after a review by the BOC to allow transparency andproper performance evaluation.ARTICLE 12CONFLICTS OF INTERESTSa. The BOD is obliged to prevent and avoid conflicts of interest, potential of conflicts of interest and the implementation of them. In this matter, the BOD must reveal anypotential for conflicts of interests, and is prohibited from taking actions that threaten and jeopardize the company’s interest.b. Each member of the BOD is strictly prohibited from:(i)Misusing or abusing his/her authority for personal interest or that of a third-party;(ii)Directly or indirectly obtaining or receiving personal gain from the company’s business activities other than his/her legitimate income.ARTICLE 13CHARTER EFFECTIVE DATEThis charter, including all amendments and adjustments shall be effective upon its announcement BOD Charter ARTICLE 1 PURPOSE The Board of Commissioners Charter (BOC) of PT. KGI Sekuritas Indonesia aims to:a. Ensure the BOC pursuit their professional activities with the responsibilities and the ethical manners that are in accordance with Good Corporate Governanceprinciples.b. Protect the interests of all stakeholders.c. Increase and enhance conformity to all existing laws and regulations ARTICLE 2 LEGAL BASIS The legal basis of this charter includes: a. Law of The Republic of Indonesia number 8 of 1995 concerning Capital Markets; b. Law of The Republic of Indonesia number 40 of 2007 concerning Limited Liability Company; c. Financial Services Authority Regulation No. 20/POJK.04/2016 concerning the Licensing of Securities Companies conducting business as Underwriters and Brokerdealers; d. Financial Services Authority Regulation No. 57/POJK.04/2017 and Circular Letter No. 55/SEOJK.04/2017 governing Corporate Governance; and e. Articles of Association of the Company ARTICLE 3 BOARD COMPOSITION a. The BOC should consist of one or more members of the BOC. If more than one member of the BOC is appointed, then one of them may be appointed as the PresidentCommissioner. b. The number of members of the Company’s Board of Commissioners should not exceed the number of members of the Board of Directors. c. The company should have at least 1 (one) Independent Commissioner, and if the BOC consists of more than 2 (two) members, than the number of IndependentCommissioners should reach 30% (thirty percent) of the BOC’s member totality. ARTICLE 4 MEMBERSHIP REQUIREMENTS a. Each member of the Company’s BOC should pass all tests provided by Financial Services Authority. b. Each member of the Company’s BOC should meet the requirements of integrity, financial reputation, competence, and expertise in the Capital Market and/orfinancial industry, which include:Integrity Requirements:1) Capability to conduct and carry out legal actions;2) Possession of good character, moral and integrity;3) Absence of legal convictions and criminal offences;4) Commitment to conform to all existing laws and regulations;5) Commitment to support the development of Securities companies in conducting activities as Underwriters and Broker-dealers.Competency and Expertise Requirements:1) Must possess Capital Market expertise (relevant to his/her position);2) Must possess at least 2 (two) years of experience from companies engaged with the capital market and/or financial services.Financial Reputation Requirements:1) Never having been declared bankrupt;2) Never having been found guilty of any companies’ bankruptcy declarations.Requirements for Independent Commissioners:An Independent Commissioner must meet the following requirements:1) Not registered as an employee of the company, neither possess any power or privilege to plan, lead, control, or supervise any activities in the company for the last 6(six) months, except for an Independent Commissioner re-appointment;2) Not to own any shares directly or indirectly in the company;3) Not to have affiliation with the company, members of the company’s BOC and BOD, or major shareholders of the company.4) Not to have any direct or indirect business ties or connection with the company’s business activities ARTICLE 5 CONCURRENT POSITION The Board of Commissioners members are strictly prohibited from taking up employment in other Securities companies in Indonesia. ARTICLE 6CONTINUATION OF PROFESSIONAL EDUCATIONAll of the BOC members are required to pursuit continuation in their professional education at least once in every 2 (two) years.ARTICLE 7TERMS OF OFFICEa. The Board of Commissioners shall be appointed by the General Meeting of Shareholders for a 3-year period.b. The term of office automatically ends under the following circumstances:1) The BOC member no longer has legal capacity and ceases to conduct legal actions;2) The BOC member has been declared bankrupt and/or is found guilty of other companies’ bankruptcy declarations;3) The BOC member has been convicted and/or is found guilty of criminal offences;4) The BOC member is in prolonged absence;5) The BOC member has passed away;6) The BOC member does not meet regulatory rules;7) The BOC member has been dismissed; a dismissal by the GMS.ARTICLE 8DUTIES, RESPONSIBILITIES AND AUTHORITIESa. The BOC is responsible for the supervision of the company’s management policies and general operations, and providing independent advice for the BOD.b. In the event where the BOC member participates in decision-making process, the decision must be made in his/her capacity as a supervisor and an advisor to theBOD.c. The BOC must examine the implementation of Corporate Governance, Business Plan, Risk Management, Compliance and Internal Audit.d. The BOC is responsible for the approval of business plans provided by the BOD.e. The BOC should conduct audit function through Independent Commissioners in reviewing for:(i)Financial reports submitted by the company for the Regulators;(ii)Independence, scope of work and all fees regarding the appointments of external auditors;(iii)Audit plans and all executions by external auditors.f. The BOC must ensure that the BOD follow up on audit findings and recommendations related to risk management.g. The BOC must supervise the established committees (if any) to ensure effective performanceh. The BOC is required to:(i)Report to Financial Services Authority within 3 (three) working days since first acknowledgement of any law violations conducted by any employees of the company(ii)Conduct a meeting with the BOD to discuss the implication of such law violationsi. The BOC must comply with all duties, authorities and regulations as stipulated in the company’s AOA (Articles of Association).j. The BOC has the authority to access all documents, visit the company’s premises or interview the employees of the company for duty purposes.k. The BOC has the authority to review information on all of the company’s planned transactions. ARTICLE 9 MEETING OF THE BOARD OF COMMISSIONERS a. The BOC must hold a meeting at least 1 (one) time in every 3 (three) months. Additional meetings may be scheduled in need to discuss and resolve urgent matters. b. The meeting may be held only if the majority of the BOC is able to attend. c. The meeting of the BOC may be held in teleconferences, video conferences, and any other means of electronic media use unless compelled otherwise by applicable laws. d. The BOC may adopt valid resolutions and decisions without having to conduct a meeting, in provision that all members of the BOC are notified in writing and have granted their approval by signing the submitted proposal. The resolutions and decisions adopted in such manner shall have the same legal effect as the resolutions and decisions formed and adopted at a BOC meeting. e. Each member of the BOC must attend 75% (seventy-five percent) of the total number of all BOC meetings in 1 (one) year period. f. Decisions must be based on: 1) Approval by all of the BOC members, or 2) Majority vote, in terms of unanimous approval g. All of the BOC meetings must be summarized into minutes of meeting and the summarization must be signed by the chairman of the meeting. Dissenting opinions during the BOC meetings must be documented in the minutes along with the reason(s). ARTICLE 10 REPORTING AND ACCOUNTABILITY a. The BOC’s actions shall be in the interest of the company and demonstrate responsibilities to the shareholders; b. The BOC shall report on the effectivity of its supervisory and implementation by submitting an annual report at the General Meeting of Shareholders. ARTICLE 11 CONFLICTS OF INTEREST a. The BOC is obliged to prevent and avoid conflicts of interest, potential of conflicts of interest and the implementation of them. In this matter, the BOC must reveal any potential for conflicts of interests, and is prohibited from taking actions that threaten and jeopardize the company’s interest. b. Each member of the BOC is strictly prohibited from: (i)Misusing or abusing his/her authority for personal interest or that of a third-party; (ii)Directly or indirectly obtaining or receiving personal gain from the company’s business activities other than his/her legitimate income. ARTICLE 12 CHARTER EFFECTIVE DATE This charter, including all amendments and adjustments shall be effective upon its announcement.
