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WORK GUIDLINES OF BOD AND BOC

Board of Commissioners

The Board of Commissioners is tasked with conducting general and/or specific supervision in accordance with the articles of association and providing advice to the Board of Directors.

  1. DUTIES AND RESPONSIBILITIES

The duties and responsibilities of the Committee towards the Board of Commissioners are as follows :

  • The Board of Commissioners is in charge of supervising and responsible for supervising management policies, the general course of management, both regarding Issuers or Public Companies and the business of Issuers or Public Companies, and providing advice to the Board of Directors.
  • Under certain conditions, the Board of Commissioners is required to hold an annual General Meeting of Shareholders (GMS) and other GMS in accordance with its authority.
  • The Board of Commissioners is required to establish an Audit Committee and may form other committees.
  • The Board of Commissioners is required to evaluate the performance of the committees that assist in carrying out their duties and responsibilities at the end of each financial year.
  1. MEMBERSHIP COMPOSITION AND STRUCTURE
  • The Board of Commissioners consists of at least 2 (two) members of the Board of Commissioners.
  • The Company’s Board of Commissioners consists of 1 (one) President Commissioner, 1 (one) Commissioner and 2 (two) Independent Commissioners.
  • 1 (one) member of the Board of Commissioners is appointed as the main commissioner or president commissioner
  • The Independent Commissioner must meet the following requirements:
    • Not a person who works or has the authority and responsibility to plan, lead, control, or supervise the activities of the Issuer or Public Company within the last 6 (six) months, except for reappointment as Independent Commissioner in the following period.
    • Do not own shares either directly or indirectly in Repower Asia Indonesia.
    • Has no affiliation with Repower Asia Indonesia, members of the Board of Commissioners, members of the Board of Directors, or major shareholder of Repower Asia Indonesia.
    • Has no business relationship, either directly or indirectly, related to Repower Asia Indonesia’s business activities.
  1. MEETINGS AND THEIR IMPLEMENTATION
  • Meetings of the Board of Commissioners are held periodically in accordance with the needs of the Company, at least 1 (one) time in 1 (one) month.
  • Decisions of the Board of Commissioners meeting are taken based on the principle of deliberation and consensus
  • Every meeting of the Board of Commissioners must be recorded in the minutes of the meeting, properly documented, signed by all members of the Board of Commissioners present, and submitted to all members of the Board of Commissioners;
  1. DISCLOSURE AND REPORTING

Under certain conditions, the Board of Commissioners is required to hold an annual GMS and other GMS in accordance with its authority as stipulated in the laws and regulations and the articles of association.

Directors

  1. DUTIES AND RESPONSIBILITIES
  • The Board of Directors is in charge of carrying out and being responsible for the management of the Company in good faith, full of responsibility, and prudence for the benefit of the Company in accordance with the purposes and objectives of the Company as stipulated in the articles of association;
  • The Board of Directors is required to hold an annual GMS and other GMS as stipulated in the laws and regulations and the articles of association;
  • The Board of Directors may form a committee to support the effectiveness of the implementation of duties and responsibilities and must evaluate the performance of the committee at the end of each financial year;
  • The Board of Directors is authorized to carry out management in accordance with policies deemed appropriate, in accordance with the aims and objectives set out in the articles of association; and
  • The Board of Directors is authorized to represent Issuers or Public Companies inside and outside the court.
  1. MEMBERSHIP COMPOSITION AND STRUCTURE
  • The Company’s Board of Directors consists of at least 2 (two) members, one of whom serves as President Director.
  • Members of the Board of Directors are appointed for a certain term of office, dismissed and may be reappointed by the GMS.
  • One (1) term of office for members of the Board of Directors is a maximum of five (5) years or until the closing of the annual GMS at the end of the said term of office.
  • Members of the Board of Directors may hold concurrent positions as long as they do not conflict with the laws and regulations, including as follows:
    • Maximum members of the Board of Directors in 1 other Public Company
    • Maximum members of the Board of Commissioners are 3 other Public Companies.
    • Committee members are a maximum of 5 committees in a Public Company where the person concerned serves as a member of the Board of Directors or a member of the Board of Commissioners.

Requirements for members of the Board of Directors at the time of appointment and during their tenure :

  • Have good character, morals, integrity and are capable of carrying out legal actions;
  • Have a commitment to comply with the laws and regulations;
    Have knowledge and/or expertise in the field required by the Issuer or Public Company; and
  • Within five (5) years prior to appointment and while in office:
    • Never declared bankrupt or caused a Company to go bankrupt.
    • Never been convicted of a criminal act that was detrimental to state finances and/or related to the financial sector; and
    • Never been a member of the Board of Directors and/or a member of the Board of Commissioners who during his tenure did not perform his duties and responsibilities in terms of holding the GMS, his responsibilities were not accepted by the GMS and did not submit the annual report/financial report to the OJK.
  1. MEETINGS AND THEIR IMPLEMENTATION
  • Meetings of the Board of Directors are held periodically, at least 1 (one) time in every month;
  • The Board of Directors is required to hold regular meetings of the Board of Directors with the Board of Commissioners, at least 1 (one) time in 4 (four) months;
  • The presence of members of the Board of Directors at the meeting must be disclosed in the Company’s annual report;
  • Decision making of the Board of Directors meeting is based on deliberation and consensus;
  • All results of the meeting of the Board of Directors and the Board of Directors with the Board of Commissioners must be stated in the minutes of the meeting, signed by all members of the Board of Directors or members of the Board of Commissioners present, and submitted to all members of the Board of Directors or members of the Board of Commissioners; and
  • Minutes of meetings must be documented by the Company.
  1. DISCLOSURE AND REPORTING

The Board of Directors is required to submit monthly reports and annual reports to the Financial Services Authority.

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