GOOD CORPORATE GOVERNANCE

Guidelines of Board of Commissioners and Board of Directors

Board of Commissioners

Work Ethics

The Board of Commissioners is elected and appointed by the General Meeting of Shareholders to represent the interest of shareholders. Mainly to carry out supervision towards discretion of the Company’s management performed by Board of Directors, to provide advice to Board of Directors in implementing Company’s management and to ensure the implementation of Good Corporate Governance (GCG) in all Company’s activities, at all levels, across the Organization. In performing its supervisory duties, The Board of Commissioners is not involved in the decision-making of the Company’s operational activities, except under provision of Articles of Association or provision of laws of regulations.

The Board of Commissioners is obliged to perform its duties and responsibilities independently, in order to support the effectiveness of its duties and responsibilities, the Board must create a supporting committee in which all members are considered independent. The Independent Commissioners and other independent members are intended to create a check and balance system, to avoid any conflict of interests in the implementation of their duties and to protect the interests of stakeholders, especially funders and minority shareholders.

Work Hours

The Board of Commissioners is obliged to provide sufficient time to carry out their duties and responsibilities optimally. Indicators are based on allocated working time for each relevant member, and level of attendance at relevant meeting.

Meetings

Meeting Arrangements

1. The Board of Commissioners is obliged to meet with Board of Directors at least 1 (one) time in every quarter.
2. The Board of Commissioners is obliged to conduct a meeting at least 1 (one) time in every 2 (two) months.
3. Meeting of the Board of Commissioners can be convened if majority of members are in attendance. Physical attendances of all Board of Commissioners members are compulsory in the event of strategic policy evaluation/stipulation and realization of Company’s business plan.
4. Attendance of Board of Commissioners members in the meeting must be stipulated in the Company’s annual report.
5. In the event that a Board of Commissioners member is unable to attend a meeting, then the member may attend the meeting through electronic conferencing, by completing the following:
   1. Basis of the meeting decision through electronic conferencing;
   2. Evidence of meeting through the use of recording;
   3. Minutes of meeting signed by all Board of Commissioners members, both that attend physically and through teleconferencing.
6. The Board of Commissioners shall schedule a meeting of the Board of Commissioners for the following year before the end of the financial year.

Meeting Location

Meeting of Board of Commissioners may take place in the Company’s headquarters or at the Company’s main operational activities.

Requesting and Summoning for Meeting

1. Subject who may request for a Board of Commissioners meeting:
   1. President Commissioner.
   2. 2 (two) or more Board of Commissioners members.
   3. Request from the Board of Directors’ meeting.
2. Summoning of the Board of Commissioners meeting is done through a meeting invitation signed by the President Commissioner, or if unavailable, must be signed by another member of the Board of Commissioners.
3. Invitation to the meeting is delivered by the Corporate Secretary, and shall stipulate the following:
   1. Meeting Agenda;
   2. Date and Time;
   3. Location and Execution of Meeting.
4. Delivery of invitation to all Board of Commissioners members may be submitted directly (fax, email), or through a written letter along with a receipt/confirmation, at least 3 (three) days prior to the date of the meeting. Receipt/confirmation of the invitation must be well kept/documented by the Corporate Secretary.
5. Board of Commissioners’ meeting may be conducted even without the attendance of the President Commissioners, and does not require a written statement by the President Commissioner, but on the condition that a minimal ½ (half) of all current Board of Commissioners members attend.
6. The summon is not required (through invitation) and may be held anywhere and is entitled to make a legal and binding decision if all Board of Commissioners member are in attendance or represented through a power of attorney to other Board of Commissioners members.
7. The Meeting agenda are set based on matters that will be brought by the Board of Commissioners, Board of Directors, or Shareholders).

Meeting Preparation

1. Corporate Secretary must prepare the materials required for the Board of Commissioners meeting, including among others:
   1. Presentation file (soft copy and hard copy)
   2. Hardware equipments including computer, infocus, laser pointer, etc.
2. Should the Meeting Agenda is derived from the Board of Directors’ request, members of the Board of Directors must propose a written Meeting Agenda and signed by the relevant Director to be handed to the Corporate Secretary.
3. In the event the meeting is cancelled by the Meeting Organiser, then the cancellation must be informed to the Corporate Secretary through a written letter 2 (two) working days prior to the day of the meeting.
4. Corporate Secretary may act as a recorder of the minutes of a meeting.
5. Aside from the Board of Commissioners members, recorder of the minutes of meeting, and other guests included in the invitation, other Staff/Officials may not enter the room except with agreement from the Attendees.

Execution of Meeting

1. The meeting shall be chaired by the President Commissioner, and if the President Commissioner is unable to attend, the meeting shall be chaired by an appointed member of the Committee.
2. If there is an urgency that a Staff/Official must see a Board of Commissioners member attending the meeting, then the related Staff/Official must first seek permission from the Corporate Secretary.
3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced the an Alternate Director.
4. If there is an additional agenda that will be presented that was not formerly included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Commissioners members, with the result of the decisions to be included in the minutes of meeting.

Decision of Meeting

1. Decision of the Board of Commissioners Meeting shall be conducted by consensus.
2. Decision of the Meeting is considered legal and binding if ½ (half) of the Board of Commissioners members that are in attendance or represented at the meeting.
3. If there is a failure to attain mutual consensus, the decision shall be adopted based on majority votes. Decision of the Meeting is considered legal if approved by more than 50% (fifty percent) of the Board of Commissioners members that are in attendance and/or represented at the meeting. In the case of unattained votes, the proposal is consideren rejected.
4. All decisions made at the Board of Commissioners Meeting are binding to all Board of Commissioners members.
5. Each Board of Commissioners member is entitled to have 1 (one) vote and an additional 1 (one) vote for each Board of Commissioners member they may represent based on Power of Attorney Letter. Any member that may have a conflict of interest is prohibited from casting their vote.
6. Any Board of Commissioners member may express dissenting opinions in the Meeting along with a clear reason.
7. Casting of votes towards someone is done by closed ballot without any signature.
8. The Board of Commissioners may also make a valid decision without conducting a Board of Commissioners Meeting, with provision that all Board members are informed through a written letter and have given their approval on the proposed matter on a written letter along with their signatures. The decision made through the above method has the same power as the Meeting.

Minutes of Meeting

1. Resolution of the Board of Commissioners Meeting shall set forth in the minutes of meeting, including any dissenting opinion with its related reason.
2. The Minutes of Meeting must be submitted within a maximum 3 (three) working days after the Board of Commissioners’ Meeting.
3. The Minutes of Meeting must be signed by the Chairman of the Meeting and one of the Board of Commsioners’ member at the event of the Meeting.
4. The signed Minutes of Meeting must be distributed to all Board of Commissioners members in a closed envelop and signed as “Confidential“. All Board members is given the chance to convey their objections and or corrections at least 10 (ten) days after Minutes of Meeting submission.
5. The Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

Directors

Work Ethics

The Board of Directors is an organ of the Company, which is fully authorized and responsible for the management of the Company for the benefit of the Company, in accordance with the purpose and objective of the Company and shall represent the Company both inside and outside the court in accordance with the provisions of the Articles of Association.

In carrying out the management of the Company, Members of the Board of Directors are prohibited to confer their duties through a Letter of Attorney to another party, resulting in transfer of duties and functions. Board of Directors members are obliged to ensure the implementation of GCG in all Company’s activities, at all levels, across the Organization, by creating the required Working Committees. The Board of Directors is responsible for the implementation of their duties to the shareholders through General Meeting of Shareholders, and is personally liable for any loss of the Company caused by the fault or negligence of the Directors in performing their duties.

Work Hours

The Directors must provide sufficient time to run and is responsible for the management of the Company in accordance with the Company’s working hours.

Meetings

Meeting Arrangements

1. The Directors are obliged to meet with the Board of Commissioners at least 1 (one) time in every quarter.
2. The Directors are obliged to hold periodic meeting at least 1 (one) time in every month.
3. Meeting of the Directors may be held if attended by a majority of all members of the Directors.
4. Attendance of Board of Directors members in the meeting must be stipulated in the Company’s annual report.
5. In the event a meeting is held outside the scheduled timing, the Meeting Agenda must be distributed to all attendances prior to the meeting.
6. The Directors’ meeting must be convened in the event of any strategic policy and decision making changes, including decisions that may significantly affect the Company’s financial and/or relate to budget, Organization Structure, and/or third party.
7. All Directors must physically attend the meeting, and any absent of a Board of Directors’ member must be accompanied by a written letter, along with a reason of absence.
8. The Directors shall schedule a meeting of the Board of Directors and a Joint Meeting with the Board of Commissioners for the following year, before the end of financial year.

Meeting Location

Meeting of Board of Directors may take place in the Company’s headquarters or at the Company’s main operational activities, or anywhere else. Results from the Meeting are eligible and binding.

Requesting and Summoning for Meeting

1. Subject who may request for a Board of Directors meeting:
   1. President Director.
   2. 1 (one) or more Board of Directors members.
   3. Board of Commissioner meeting.
   4. A written request from 1 (one) shareholder or more who collectively represent 1/10 (one tenth) part of the entire shares with legal voting rights.
2. Invitation to the meeting is summoned and signed by the President Director or an Alternate Director, in the event of the President Director is unavailable.
3. Invitation to the meeting is delivered by the Corporate Secretary, minimal 1 (one) working day prior to the meeting. The invitation shall stipulate the following:
   1. Meeting Agenda
   2. Date and Time
   3. Location of Meeting
4. Corporate Secretary delivers the invitation to the Directors along with a receipt. The receipt will then be kept by the Corporate Secretary.
5. The Directors Meeting may be conducted without a prior invitation, and may be held anywhere, and is entitled to make a legal and binding decision if all Directors are in attendance or represented through a power of attorney.
6. The Meeting Agenda are set based on matters that will be brought by the subject who requests the meeting.

Meeting Preparation

1. Corporate Secretary must prepare the materials required for the Board of Directors meeting, including among others:
   1. Presentation file (soft copy and hard copy)
   2. Hardware equipments including computer, infocus, laser pointer, etc.
   3. List of attendance
2. Materials to be presented in the meeting must be delivered (in hard copy) along with the invitation to the meeting.
3. If there is a Working Unit that will perform a presentation, then the Director of the related Working Unit must be present at the time of the presentation, and the Working Unit must attain approval from the related Director.
4. The related Director must state in a written format the Meeting Agenda, the related Form must be signed by the related Director and handed to the Corporate Secretary.
5. If a Director is unable to attend, the related Director must inform the Corporate Secretary at least 1 (one) day prior to the meeting.
6. Corporate Secretary may act as a recorder of the minutes of meeting.
7. Aside from the Directors, recorder of the minutes of meeting, and other guests included in the invitation, no one is allowed to enter the room.

Execution of Meeting

1. The meeting shall be chaired by the President Director. If the President Director is unable to attend, the President Director shall appoint another member of the Board to chair the meeting.
2. If there is an urgency that a Staff/Official must see a Board of Directors member, then the related Staff/Official must first seek permission from the Corporate Secretary.
3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced by an Alternate Director.
4. If there is an additional agenda that will be presented that was not previously included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Directors members, with the result of the decisions to be included in the minutes of meeting.

Decision of Meeting

1. Decision of the Board of Directors Meeting shall be conducted by consensus.
2. Decision of the Meeting is considered legal and binding if ½ (half) of the Board of Directors members are in attendance or represented at the meeting.
3. If there is a failure to attain mutual consensus, the decision shall be adopted based on majority votes.
4. All decisions made at the Board of Directors meeting are binding to all Board of Directors members.
5. Each Board of Directors member is entitled to have 1 (one) vote and an additional 1(one) vote for each Board of Directors member they may represent based on Power of Attorney Letter.
6. Any Board of Directors member may express dissenting opinions in the Meeting along with a clear reason.
7. A Director who has a conflict of interest should not be involved in the process of decision making related to the matter in which he/she has a conflict.
8. Casting of votes towards someone is done by closed ballot without any signature.
9. The Board of Directors members are able to adopt the decision without conducting a Board of Directors meeting, by informing Board of Directors members in writing and all members approved the proposal submitted in writing by signing the circular resolution.
10. The decision made in the above communication is valid and has the same legal authority with the decision made in the Board of Directors meeting.

Minutes of Meeting

1. The resolutions of the Board of Directors meeting must be written clearly in minutes of meetings, and will be distributed amongst all Board of Directors members and documented properly. Dissenting opinions occurring the meetings of the Board of Directors must be clearly contained the minutes of meetings accompanied by the reasons for such dissenting opinions.
2. The resoluctions of Joint Meeting between the Board of Directors and the Board of Commissioners must be written clearly in minutes of meetings, signed by attended Commissioners and Directors, and distributed to all Board of Commissioners and Board of Directors members, and documented properly, including any dissenting opinions occurred at the meeting accompanied by the reasons for such dissenting opinions.
3. If there is a member that does not wish to sign the Minutes of Meeting, said member must state the reason in a written letter that will be attached to the Minutes of Meeting.
4. The minutes of meeting serve as valid evidence about the decision taken at the meeting.
5. The minutes of meeting will be distributed within 2 (two) working days after the meeting held.
6. The signed Minutes of Meeting must be distributed to all Board of Directors members in a closed envelop and signed as “Confidential“. All Board members are given the chance to convey their objections and or corrections at least 10 (ten) days after Minutes of Meeting submission.
7. The Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

Joint Meeting between Board of Directors and Board of Commissioners

Meetings

Meeting Arrangements

1. The Board of Directors shall meet with the Board of Commissioners regularly at least once every four months.
2. Attendance of Board of Commissioners and Directors members in the meeting must be stipulated in the Company’s annual report.
3. The Board of Directors shall schedule a meeting with the Board of Commisioners for the following year before the end of the financial year.

Meeting Location

The Joint Meeting may take place in the Company’s headquarters or at the Company’s main operational activities, or anywhere else. Resolutions of the Meeting are eligible and binding.

Requesting and Summoning for Meeting

1. Subject who may request for a Joint Meeting:
   1. President Commissioner
   2. 2 (two) or more Board of Commissioners members.
   3. President Director.
   4. Board of Commissioners meeting.
   5. Request from the Board of Directors meeting.
   6. 2 (two) or more Board of Directors members.
2. Summoning of the invites is done through a meeting invitation signed by the President Commissioner or the President Director, in the event that the President Commissioner is unavailable.
3. Invitation to the meeting is delivered by the Corporate Secretary, and shall stipulate the following:
   1. Meeting Agenda;
   2. Date and Time;
   3. Location of Meeting;
4. Delivery of invitation to all Board members is submitted by the Corporate Secretary, it may be submitted directly (fax, email) or through a written letter along with receipt/confirmation, at least 3 (three) working days prior to the date of the meeting. Receipt/confirmation of the invitation must be well kept/documented by the Corporate Secretary.
5. Joint Meeting may be conducted even without the attendance of the President Commissioner, and does not require a written statement by the President Commissioner, but on the condition that a minimal ½ (half) of all current Board of Commissioners members attend.
6. The summon is not required (through invitation) and may be held anywhere, and is entitled to adopt a legal and binding resolution, if:
   1. Meeting is attended by all Board of Commissioners members or if unavailable, the Director is represented by another Board of Commissioner member based on the power of attorney letter;
   2. Meeting is attended by all Board of Directors members or if unavailable, the Director is represented by another Board of Director member based on the power of attorney letter;
   3. The party requesting the meeting attends or represented.
7. Meeting Agenda are set based on matters that will be brought by the Board of Commissioners, Board of Directors, or Shareholders).

Meeting Preparation

1. Invitation and Meeting Agenda to the Joint Meeting must be delivered to each member of the Board of Commissioners and Board of Directors at least 5 (five) days before the meeting is convened.
2. Corporate Secretary must prepare the materials required for the Joint Meeting, including among others:
   1. Presentation file (soft copy and hard copy)
   2. The material for the Joint Meeting must be received by the Corporate Secretary at least 3 (three) days before the meeting is convened, and delivered to the invitees at least 2 (two) days before the meeting is convened.
   3. Hardware equipments including computer, infocus, laser pointer, etc.
   4. If the Meeting Agenda is submitted by the Board of Directors, then all Board of Directors members must fill in the Proposal of Meeting Agenda Form (Attachment 1). This form must be signed by the related Board of Director member and submitted to the Corporate Secretary.
3. If the party requesting the meeting cancelled, then such cancellation must be inform to the Corporate Secretary 2 (two) days before the meeting is convened.
4. Corporate Secretary may act as a recorder of the minutes of meeting.
5. Aside from the Board of Commissioners members, Board of Directors members, recorder of the minutes of meeting, and other guests included in the invitation, no other Staff/Officials may enter the room except with approval from the Attendees.

Execution of Meeting

1. The meeting shall be chaired by the President Commissioner, and if the President Commissioner is unable to attend, the President Commissioner may appoint another Board of Commissioners member to chair the meeting.
2. If there is an urgency that a Staff/Official must see a Board of Commissioners or Board of Directors member attending the meeting, then the related Staff/Official must first seek permission from the Corporate Secretary.
3. If there is a Working Unit that will perform a presentation in accordance to the Meeting Agenda, then the Director of the related Working Unit must be present at the time of the presentation. If the Director is unable to attend, then the position can be replaced the an Alternate Director.
4. If there is an additional agenda that will be presented that was not formerly included in the Meeting Agenda, then the additional agenda must first receive approval from the attending Board of Commissioners and Board of Directors members, with the result of the decisions to be included in the minutes of meeting.

Decision of Meeting

1. Decision of the Joint Meeting shall be conducted by consensus.
2. Decision of the Meeting is considered legal and binding if ½ (half) of Board of Commissioners members, and ½ (half) of Board of Directors members are in attendance or represented at the meeting.

Minutes of Meeting

1. Resolutions of the Joint Meeting shall be set forth in the minutes of meeting, must be submitted within a maximum 3 (three) working days after the meeting is convened, signed by all attending Board of Commissioners and Board of Directors members, and distributed to all Board of Commissioners and Board of Directors members.
2. If there is a Board member that does not wish to sign the Minutes of Meeting, said member must state the reason in a written letter that will be attached to the Minutes of Meeting.
3. Corporate Secretary must keep all the original copy of the Minutes of Meeting (hard copy and soft copy) from throughout the years.

For more information, please contact corpsec@mapactive.id