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Board of Commissioners Charter

BOARD OF COMMISSIONERS CHARTER
PT VISI MEDIA ASIA TBK
(“Company”)

I. INTRODUCTION

This Board of Commissioners Charter (“Board of Commissioners Charter”) is part of the Company’s Good Corporate Governance framework, intended to provide guidance to the Board of Commissioners and its members in carrying out their duties and responsibilities in performing their supervisory function to achieve the Company’s Vision and Mission.

This Board of Commissioners Charter is prepared based on corporate law principles, the provisions of the Articles of Association, applicable laws and regulations, directives from the Shareholders, and best practices of Good Corporate Governance.

Since this Board of Commissioners Charter is a compilation of corporate law principles, its implementation must always refer to and comply with applicable laws and regulations and resolutions of the General Meeting of Shareholders (“GMS”) as the highest organ in the Company. Other provisions contained in the Articles of Association, directives of the Shareholders as stipulated in the GMS, and various other legal provisions remain binding even when not specifically outlined in this Board of Commissioners Charter.

The principles of good faith, full responsibility, fiduciary duties, skill and care inherent to the position of members of the Board of Commissioners are general principles that must always be upheld by every Commissioner.

II. LEGAL BASIS

  1. Law No. 40 of 2007 regarding Limited Liability Companies;
  2. Law No. 8 of 1995 regarding the Capital Market;
  3. Regulations of the Financial Services Authority (OJK);
  4. Regulations of the Indonesia Stock Exchange;
  5. The Company’s Articles of Association;
  6. Board Manual.

III. COMPANY VALUES

In performing their duties and functions, the Board of Commissioners must adhere to the values that have been transformed into the Company’s corporate culture:

  • CUSTOMER FOCUS
    Prioritizing customer needs to deliver the best services while considering the interests of the Company.
  • CREATIVITY AND INNOVATION
    A spirit of producing new things and continuously making economically valuable improvements aligned with the Company’s interests.
  • TEAMWORK
    The strength of collaboration among individuals in a group that complements one another through open communication and shared commitment to achieving the Company’s objectives.
  • GOOD CORPORATE GOVERNANCE
    Sound and prudent corporate management practices that consider the balance of interests among all stakeholders.

IV. BOARD OF COMMISSIONERS COMPOSITION

  1. The Board of Commissioners shall consist of at least 2 (two) persons, including Independent Commissioners, with one appointed as President Commissioner.
  2. Members of the Board of Commissioners are professionals appointed by the GMS based on input and recommendations from the Nomination and Remuneration Committee.
  3. The division of duties among members of the Board of Commissioners shall be determined in a Board of Commissioners Meeting.
  4. Members of the Board of Commissioners are appointed and dismissed by the GMS.
  5. If for any reason the number of Commissioners becomes fewer than 2 (two), a GMS must be held within 90 (ninety) days after the vacancy occurs.
  6. Nomination, selection, and appointment procedures for members of the Board of Commissioners will be stipulated separately in a selection criteria and nomination procedures policy determined by the Nomination and Remuneration Committee.

V. INDEPENDENT COMMISSIONERS

The Company must have Independent Commissioners. Independent Commissioners shall constitute at least 30% (thirty percent) of the total members of the Board of Commissioners, elected by the GMS.
Independent Commissioners must meet the following independence requirements:

  1. Not individuals who have worked or held authority and responsibility for planning, directing, controlling, or supervising the Company’s activities within the last 6 months, except for reappointment for the next term;
  2. Do not own shares, directly or indirectly, in the Company and/or its Subsidiaries;
  3. Have no affiliation with the Company, members of the Board of Commissioners, members of the Board of Directors, and/or major shareholders of the Company and/or its Subsidiaries;
  4. Have no business relationship, directly or indirectly, related to the Company’s business activities;
  5. Understand laws and regulations in the Capital Market sector.

VI. TERM OF OFFICE

  1. The term of office of members of the Board of Commissioners is 5 (five) years and may be reappointed for the next term, without prejudice to the right of the GMS to dismiss members of the Board of Commissioners at any time prior to the end of their term.
  2. The office of a member of the Board of Commissioners ends when:
    a. The term of office expires;
    b. They lose Indonesian citizenship if at the time of appointment they were Indonesian citizens;
    c. They resign in accordance with the Articles of Association;
    d. They pass away;
    e. They no longer meet the requirements under prevailing laws and regulations and/or the Articles of Association; or
    f. They are dismissed by a GMS resolution before the end of the term.
  3. Any member of the Board of Commissioners is entitled to resign by providing written notice to the Company at least 90 (ninety) calendar days prior to the resignation date. The Company must hold a GMS to decide on the resignation within 90 (ninety) days after receiving the resignation letter. If the Company fails to hold the GMS within such period, the resignation becomes valid without requiring GMS approval.
  4. If a Commissioner resigns or is dismissed before the end of their term, the replacement’s term of office is the remaining term of the replaced Commissioner.
  5. Members of the Board of Commissioners indicated to be involved in financial crimes as regulated by applicable laws shall be temporarily suspended from their duties until the matter is resolved and/or a decision is issued;
  6. Members of the Board of Commissioners must resign if proven to be involved in financial crimes by a court decision with permanent legal force.

VII. RESPONSIBILITIES OF THE BOARD OF COMMISSIONERS

The Board of Commissioners is an organ of the Company responsible for general and/or specific supervision of management policies and the course of management of the Company and its business activities, as well as providing advice to the Board of Directors in managing the Company in accordance with the Articles of Association, applicable laws, and GMS resolutions.

The Board of Commissioners is a collective body; therefore, its members cannot act individually, but must act based on decisions of the Board of Commissioners.
The President Commissioner acts as the spokesperson and main contact of the Board of Commissioners.

VIII. DUTIES AND RESPONSIBILITIES OF THE BOARD OF COMMISSIONERS

1. Provide advice and recommendations to the Board of Directors in managing the Company, whether through joint meetings or written communication.

2. Review and approve the Company’s Long-Term Plan, Work Plan, and Annual Budget, as well as other management actions prepared by the Board of Directors in accordance with the Articles of Association.

3. Oversee and monitor the Company’s business operations and submit opinions and recommendations to the GMS regarding matters deemed material for the Company’s management.

4. Review, analyze, and provide feedback on periodic reports and the Annual Report prepared by the Board of Directors, and sign the Annual Report.

5. Provide explanations, opinions, and recommendations to the GMS on the Annual Report upon request.

6. Propose the appointment of a Public Accountant to audit the Company’s financial statements for approval by the GMS.

7. Prepare Minutes of Board of Commissioners Meetings and maintain proper administration of such documents.

8. Report to the Company any share ownership held by themselves and/or their family members in the Company or other companies.

9. Submit to the GMS a supervisory report for the preceding financial year.

10. Perform all supervisory obligations and advisory duties as required by prevailing laws, the Articles of Association, and resolutions of the GMS.

11. Ensure the effective implementation of Good Corporate Governance (GCG) across all levels of the Company.

12. Monitor, evaluate, and enhance the effectiveness of GCG implementation.

13. Oversee, supervise, and evaluate the implementation of the Company’s strategic policies.

14. Ensure that decisions made by the Board of Directors remain aligned with the Company’s long-term strategic objectives.

15. Establish an Audit Committee and, if necessary, other supporting committees, and ensure that such committees carry out their functions effectively in accordance with their respective charters.

16. Ensure that supervisory duties do not overlap with executive/management functions, except in cases where the Company temporarily has no Board of Directors. In such circumstances, the Board of Commissioners shall temporarily manage the Company and must convene a GMS within 90 calendar days to appoint a new Board of Directors.

17. Carry out supervisory duties in good faith, with prudence, responsibility, and in the best interests of the Company and its stakeholders.

IX. AUTHORITIES OF THE BOARD OF COMMISSIONERS

In discharging its duties and responsibilities, the Board of Commissioners is authorized to:

  1. Temporarily dismiss one or more members of the Board of Directors who act in violation of the Articles of Association, applicable laws, or who neglect their duties.
  2. Temporarily manage the Company if all members of the Board of Directors are suspended, and, if necessary, delegate such temporary authority to one or more Commissioners at the Board’s responsibility.
  3. Exercise all powers of the Board of Commissioners, including those designated for the President Commissioner, in cases where the Board consists of only one Commissioner.
  4. Exercise other powers as provided in the Company’s Articles of Association and its amendments.

X. RIGHTS OF THE BOARD OF COMMISSIONERS

The Board of Commissioners is entitled to:

  1. Enter buildings, facilities, and premises used or controlled by the Company, review books, documents, inventories, cash positions, and securities, and obtain information on all actions taken by the Board of Directors.
  2. Access complete, timely, and accurate Company information.
  3. Request and receive clarifications from the Board of Directors on all matters relating to Company management.
  4. Engage experts on a temporary basis at the Company’s expense or establish committees as deemed necessary.
  5. Appoint a Secretary to the Board of Commissioners at the Company’s expense to support the execution of its duties.
  6. Receive facilities and resources funded by the Company based on GMS resolutions, subject to the Company’s financial condition, fairness, reasonableness, and prevailing regulations.

XI. CODE OF CONDUCT

In carrying out their duties, members of the Board of Commissioners must adhere to the Company’s Code of Ethics and the following principles:

    1. Avoidance of Conflicts of Interest
      1. Members are prohibited from engaging in transactions that create a conflict of interest with the Company or its Subsidiaries.
      2. Members must complete and submit a Special Register regarding conflicts of interest.
      3. Members must disclose any conflict of interest and abstain from decision-making related to the matter.
    2. Confidentiality
      1. Members must maintain the confidentiality of Company and Subsidiary information during and after their term of office.
      2. Members may not misuse confidential information for personal gain or for the benefit of others.
    3. Prohibition on Misuse of Corporate OpportunitiesMembers are prohibited from exploiting Company opportunities for personal benefit outside of lawful compensation or incentives approved by the GMS.
    4. Compliance with Laws and RegulationsMembers must comply with applicable laws, the Company’s Articles of Association, and GMS resolutions.
    5. Upholding Ethical StandardsMembers must exemplify ethical conduct and promote adherence to the Company’s ethical values.
    6. Business Ethics and Anti-CorruptionMembers may not request or receive gifts or benefits from interested parties that could influence objectivity.

Members must support government-mandated anti-corruption initiatives through asset reporting as required.
 

XII. BOARD OF COMMISSIONERS MEETINGS

1. General Provisions

  1. A Board of Commissioners Meeting is a meeting convened by the Board of Commissioners.
  2. Meetings may be Internal Meetings or Joint Meetings with the Board of Directors.
  3. Internal Meetings must be held at least once every two months or as required under the Articles of Association.
  4. Meetings shall be held at the Company’s domicile or principal business location in Indonesia.
  5. Meetings may also be convened at any time upon written request by:
    (i) one or more Directors;
    (ii) one or more Commissioners;
    (iii) shareholders representing at least 1/10 of total voting shares.
  6. A written meeting notice must be issued by the President Commissioner or an appointed Commissioner at least 3 working days in advance, excluding the date of the notice and meeting.
  7. The notice must include the agenda, date, time, venue, and supporting materials.
  8. Notice is not required if all Commissioners agree to hold a meeting with a specific agenda.
  9. Meetings shall be chaired by the President Commissioner or, in their absence, a Commissioner appointed by the meeting.

2. Joint Meetings

  1. Joint Meetings are conducted in accordance with the Articles of Association and applicable regulations.
  2. Written notice must be provided at least 2 days before the meeting.
  3. The notice must specify the agenda, date, time, and venue.

3. Attendance Requirements

  1. A meeting is valid and may adopt binding resolutions if attended by more than 50% of Commissioners.
  2. A Commissioner may be represented only by another Commissioner holding a written proxy for that specific meeting.
  3. One Commissioner may represent only one other Commissioner.

4. Decision-Making Procedures

  1. Decisions must be based on rational considerations, adequate information, thorough deliberation, independence, and absence of conflicts of interest.
  2. Decisions are made by consensus; failing consensus, resolutions are adopted by majority vote (>50%) of attending or represented Commissioners.
  3. In the event of a tie, the chairperson has the casting vote.
  4. Each Commissioner holds one vote, plus one additional vote for any Commissioner they validly represent.
  5. Blank or invalid votes are excluded from the count.
  6. Dissenting opinions must be recorded in the minutes.
  7. Members with conflicts of interest must abstain from voting; such abstentions must be recorded.
  8. Decisions may also be adopted without a meeting, provided all Commissioners are informed and unanimously approve in writing.

5. Minutes of Meetings

  1. Minutes must be prepared for every meeting.
  2. Minutes shall be prepared and administered by the Secretary to the Board of Commissioners
    or another appointed officer and distributed to all participants.
  3. Minutes must include:
    • the agenda, venue, date, and time;
    • attendance list;
    • matters discussed, including:
      1. key viewpoints (especially on material matters),
      2. the decision-making process,
      3. resolutions adopted,
      4. dissenting opinions.
  4. Minutes must be signed by all Commissioners present. Members who refuse to sign must
    provide written reasons to be attached to the minutes.
  5. Minutes of meetings attended by Directors must be signed by both Commissioners and Directors present.
  6. Original minutes must be properly archived as Company documents.

XIII. ORIENTATION AND DEVELOPMENT PROGRAMS

The Company shall implement orientation programs for new Commissioners considering their varied professional backgrounds.
Such programs may include presentations, meetings, or site visits to Company and Subsidiary facilities, and other relevant activities.

Every Commissioner must participate in continuous professional development programs to stay informed of industry developments and competencies relevant to their responsibilities.

XIV. WORKING HOURS

The working hours of the Board of Commissioners shall be determined based on the Company’s needs and in accordance with applicable regulations.

XV. ACCOUNTABILITY

The Board of Commissioners must prepare a supervisory report for the financial year, to be included in the Company’s Annual Report and submitted to the GMS for approval.

XVI. PERFORMANCE EVALUATION OF THE BOARD OF COMMISSIONERS

  1. Performance evaluation shall be based on:
    1. Evaluation of the Board of Commissioners and its members conducted by the Nomination and Remuneration Committee;
    2. Duties and obligations mandated by law, the Articles of Association, and shareholder directives;
    3. Results of evaluation which form the basis for determining remuneration and incentives or for consideration in dismissal or reappointment.
  2. The GMS determines the remuneration of Commissioners based on recommendations from the Nomination and Remuneration Committee
    or authorizes the President Commissioner to determine such remuneration.
  3. Each Commissioner must conduct a self-assessment at least once a year based on:
    1. Effectiveness in overseeing GCG implementation;
    2. Effectiveness in overseeing strategic and operational decisions of the Board of Directors.

XVII. COMMITTEES UNDER THE BOARD OF COMMISSIONERS

The Board of Commissioners must establish an Audit Committee and a Nomination and Remuneration Committee, and may form other supporting committees as necessary.

Committee establishment shall be formalized through a Board of Commissioners Decree, and each committee shall be chaired by a Commissioner in accordance with capital market regulations.

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