Duties, Authorities, and Responsibilities of the Board of Commissioners

Duties

• Together with the Board of Directors, the Board of Commissioners must review and approve the Company’s vision and mission at least once every five (5) years.
• The Board of Commissioners must direct, monitor, and evaluate the implementation of the Company’s strategic policies, business plans, and annual budget, as well as supervise the performance of duties and responsibilities of the Board of Directors and provide advice to the Board of Directors.
• The Board of Commissioners must oversee the implementation of good corporate governance within the Company.
• The Board of Commissioners must establish at least an Audit Committee and may establish a Nomination Committee, Remuneration Committee, and other committees as deemed necessary to support the effectiveness of its duties and responsibilities.
• The Board of Commissioners must perform the nomination and remuneration functions if it does not establish a Nomination Committee or Remuneration Committee.
• The Board of Commissioners must ensure that the Board of Directors has followed up on audit findings and recommendations from the Audit Committee, Internal Auditor, External Auditor, and/or the supervision results of the capital market authority.
• The President Commissioner essentially has the same duties and responsibilities as the other members of the Board of Commissioners, with additional duties to coordinate the activities of the Board, convene Board meetings, and preside over Board meetings.
• Independent Commissioners must review material related-party transactions to ensure that such transactions are conducted fairly and in the best interest of the Company.
• Independent Commissioners must hold separate meetings at least once a year without the presence of executive officers.

Authorities

• Members of the Board of Commissioners, jointly or individually, have the right at any time during the Company’s working hours to enter buildings, premises, or other places used or controlled by the Company and to inspect all books, documents, cash, and other evidence.
• The Board of Commissioners has the right to review management actions and to hold meetings with the Board of Directors to discuss various Company matters.
• Conduct visits to various locations of the Company’s subsidiaries and/or branches.
• The Board of Commissioners has the right to propose the replacement and/or appointment of members of the Board of Directors to the General Meeting of Shareholders (GMS), taking into account the recommendations from the Nomination Committee.
• The Board of Commissioners has the right at any time to decide on the temporary suspension of one or more members of the Board of Directors if such members act contrary to the Company’s Articles of Association, cause losses to the Company, neglect obligations, and/or violate applicable laws and regulations. The procedures for such temporary suspension shall refer to the Company’s Articles of Association.
• The Board of Commissioners has the right to carry out other actions that constitute its responsibilities and authorities under the Company’s Articles of Association and applicable laws and regulations.

Responsibilities

• Each member of the Board of Commissioners acts based on the decisions of the Board of Commissioners and is jointly and severally responsible for losses suffered by the Company due to negligence in performing their duties.
• Members of the Board of Commissioners are not liable for Company losses if they can prove that:
  • The loss was not due to their fault or negligence.
  • They have performed supervision in good faith, responsibly, and with due care for the benefit of the Company and in accordance with the Company’s purposes and objectives.
  • They have no personal interest, whether directly or indirectly, in the management actions taken by the Board of Directors that resulted in the loss.
  • They have provided advice to the Board of Directors to prevent the occurrence or continuation of such loss.