BOARD OF DIRECTORS WORK GUIDELINES
PT VISI MEDIA ASIA TBK
(“Company”)
I. Introduction
These Board of Directors Work Guidelines (“Board of Directors Work Guidelines”) are part of the Company’s Good Corporate Governance and are intended to provide guidance for the Board of Directors and its members in carrying out their duties and responsibilities to achieve the Company’s Vision and Mission.
These Board of Directors Work Guidelines are prepared based on corporate law principles, the provisions of the Articles of Association, applicable laws and regulations, shareholders’ resolutions, and best practices of Good Corporate Governance.
Considering that these Board of Directors Work Guidelines compile principles of corporate law, their implementation must always refer to and comply with applicable laws and regulations and the resolutions of the General Meeting of Shareholders (“GMS”) as the highest organ of the Company. Other provisions contained in the Articles of Association, directives of shareholders as stipulated in the GMS, and other legal provisions remain binding even if not specifically outlined in these Guidelines.
The principles of good faith, full responsibility, fiduciary duties, skill and care inherent to the office of members of the Board of Directors are general principles that must be upheld by each member of the Board of Directors.
II. Legal Basis
1. Law No. 40 of 2007 on Limited Liability Companies;
2. Law No. 8 of 1995 on Capital Markets;
3. Regulations of the Financial Services Authority (OJK);
4. Regulations of the Indonesia Stock Exchange; and
5. The Company’s Articles of Association.
III. Corporate Values
a. Customer Focus
Prioritizing customer needs to deliver the best service while considering the Company’s interests.
b. Creativity and Innovation
A spirit of producing differentiated outcomes and continuously making economically valuable changes aligned with the Company’s interests.
c. Team Work
The strength of collaboration within a group whose members complement one another through open communication and shared commitment to achieving the Company’s goals.
d. Good Corporate Governance
Prudent and sound corporate management practices that consider balanced fulfillment of the interests of all stakeholders.
IV. Membership and Term of Office of the Board of Directors
1. Membership of the Board of Directors
a. The Company is managed and led by a Board of Directors consisting of at least 2 (two) Directors (including an Independent Director), one of whom is appointed as President Director;
b. Appointment and dismissal of Directors are conducted by the GMS, wherein members of the Board of Directors are appointed from professionals recommended by the Nomination and Remuneration Committee;
c. If for any reason the number of Directors becomes less than 2 (two), a GMS must be convened within 90 (ninety) days to fulfill the minimum requirement of Directors, in accordance with laws and regulations and the Articles of Association. This provision applies mutatis mutandis in the event of a vacancy in the position of Independent Director;
d. If for any reason the Company has no Directors, the Board of Commissioners or a Commissioner appointed by the Board of Commissioners Meeting shall temporarily perform the duties of the Board of Directors, with the obligation to convene an Extraordinary GMS within 90 (ninety) calendar days to fill the vacancy and appoint new Directors;
2. Term of Office of the Board of Directors
a. Each Director’s term of office is 5 (five) years from the date of the GMS appointing them and may be reappointed for one subsequent term, without limiting the right of the GMS to dismiss them at any time;
b. A Director’s office ends when:
– The term of office expires;
– Resignation pursuant to applicable provisions;
– Death;
– Dismissal pursuant to a GMS resolution; or
– No longer meets the legal requirements.
c. Temporary Dismissal of Directors
– The Board of Commissioners, by majority vote, may temporarily dismiss one or more Directors if: (i) the Director acts contrary to the Articles of Association; or (ii) neglects obligations or there are urgent reasons for the Company;
– Such temporary dismissal must be notified in writing to the relevant Director along with the reasons;
– Within 90 (ninety) calendar days of the temporary dismissal, the Board of Commissioners must convene a GMS to decide whether the Director will be permanently dismissed or reinstated, after providing the suspended Director the opportunity to attend and defend themselves. If the GMS is not convened within 90 days, the temporary dismissal becomes null and void;
d. A Director suspected of involvement in financial crimes under applicable law shall be temporarily relieved from duties until the issue is resolved and/or a formal decision is rendered;
e. A Director may resign by submitting a written notice to the Company at least 90 (ninety) calendar days before the resignation date;
f. A Director must resign if found guilty of financial crimes based on a final and binding court decision;
g. A resigning Director remains accountable to the GMS for their performance from appointment until the resignation is formally accepted;
h. If a Director resigns or is dismissed before the end of their term, the replacement Director shall serve for the remaining term of the replaced Director.
V. Orientation and Capability Enhancement Program
For effective performance of duties, Directors must be provided with orientation and knowledge-enhancement programs. These may include presentations, meetings, or visits to Company and/or Subsidiary facilities, introductions to Division Heads and employees, and other relevant programs.
In addition to orientation, Directors must attend capability enhancement programs to stay updated on the Company and its business activities. The implementation of these programs is further regulated in the Company’s Board Manual.
VI. Responsibilities
The Board of Directors is a Company organ that acts collectively in managing the Company for its interests and objectives. Each Director acts according to their respective duties and authorities; however, implementation remains a joint responsibility of all Directors.
VII. Duties, Authorities, and Obligations of the Board of Directors
a. Duties
The Board of Directors is responsible for managing the Company and is accountable for such management in accordance with the Company’s purposes and objectives.
b. In implementing its duties as mentioned above, thus:
1. Authorities:
(a) Represent the Company inside and outside of court, bind the Company to third parties, and perform all acts related to management or ownership of Company assets, subject to the Articles of Association and laws and regulations;
(b) Establish policies deemed appropriate for Company management;
(c) Delegate authority to represent the Company to one or more Directors or employees or other persons/bodies;
(d) Set employment regulations including salaries, pensions, retirement benefits, production bonuses, and other income for employees;
(e) Appoint, reward, sanction, and dismiss employees in accordance with Company regulations;
(f) Form the Corporate Secretary function.
2. Obligations:
(a) Ensure implementation of the Company’s business activities in accordance with its purposes and objectives;
(b) Prepare the Long-Term Plan, Corporate Budget, and other work plans, including amendments, before the new fiscal year;
(c) Maintain and store the Shareholders Register, Special Register, Minutes of the GMS, and Minutes of Board of Directors Meetings;
(d) Prepare the Annual Report and submit it to the GMS after review by the Board of Commissioners;
(e) Provide explanations to the GMS regarding the Annual Report;
(f) Submit audited Annual Financial Statements to the Board of Commissioners;
(g) Establish an accounting system consistent with Financial Accounting Standards;
(h) Provide periodic and other reports as required by regulations, the Board of Commissioners, and/or shareholders;
(i) Prepare the Company’s organizational structure;
(j) Provide explanations requested by the Board of Commissioners or shareholders;
(k) Convene the Annual GMS within 6 (six) months after the fiscal year ends;
(l) Convene Board of Directors Meetings at least once a month, and joint meetings with the Board of Commissioners at least once every 4 (four) months;
(m) Implement GCG principles across all levels of the organization;
(n) Establish committees if necessary and evaluate their performance annually;
(o) Continuously improve risk management systems;
(p) Perform other obligations under the Articles of Association and GMS resolutions.
3. Liability
Each members of the Board of Directors shall have full responsibility severely and jointly towards the harm suffers by the Company resulting from mistakes and omission by the Boards of the Directors in implementing their duties.
4. Exemption from Liability
A Director is not liable if they can prove:
(a) The loss was not due to their fault or negligence;
(b) They managed the Company in good faith, with full responsibility and prudence;
(c) They had no conflict of interest; and
(d) They took preventive measures to avoid or stop the loss.
c. With due regard to the Articles of Association and applicable laws, the Board of Directors must obtain approval from the Board of Commissioners for:
1. Borrowing or lending money on behalf of the Company (not including bank withdrawals) equal to or exceeding 20% of the Company’s equity;
2. Establishing new businesses or participating in other companies with investment value equal to or exceeding 20% of equity.
d. The following acts require GMS approval:
1. Material transactions exceeding 50% as defined under capital market regulations;
2. Transactions involving conflicts of interest as defined under capital market regulations.
e. The Board of Directors must obtain GMS approval for:
– Transferring or encumbering Company assets exceeding 50% of the Company’s net assets in one or multiple transactions within one fiscal year.
f. Director cannot represent the Company when:
1. There is a court case between the Company and that Director;
2. The Director has a conflict of interest with the Company.
g. In such cases, the Company shall be represented by:
1. Another Director not having a conflict of interest;
2. The Board of Commissioners if all Directors have conflicts;
3. A party appointed by the GMS if both Directors and Commissioners have conflicts of interest.
VIII. Code of Conduct
1. Always act in accordance with professional ethics
a. Directors are prohibited from engaging in transactions involving conflicts of interest;
b. Directors must complete a Special Register containing their and their family’s share ownership in other companies;
c. Directors must disclose conflicts of interest and abstain from decision-making related to such matters;
d.Directors are prohibited from actions violating laws that may cause financial or economic loss to the state.
2. Maintaining Confidentiality
a. Directors are responsible for safeguarding the Company’s confidential information;
b. Confidential information obtained during tenure must remain confidential;
c. Directors should proactively disclose matters important for stakeholder decision-making, not only those required by law.
3. Prohibition on Personal Gain
Directors may not obtain personal benefits from Company activities.
4. Compliance
Directors must comply with the Articles of Association, applicable laws, and GMS resolutions.
5. Leadership by Example
Demonstrate ethical behavior and uphold the Company’s ethical standards.
6. Anti-Bribery
Directors must not request or accept gifts or similar benefits that could affect objectivity.
IX. Conflict of Interest
A Director shall avoid being in the position where his/her personal interest may conflict with his/her duties in the Company. The transaction where there is a Director who have conflict of interest must obtained an approval from the Board of Directors, implemented with the requirements that consider common in its utilization in the said industry and fulfill the provisions of the prevailing laws and regulations regarding the affiliation transaction and/or transaction that contain conflict of interest. The Director who has conflict of interest are prohibited to participate in the decision making process with respect to the agenda where he/she has conflict of interest.
X. Relationship with the Stakeholders
a. Shall honor the Stakeholders rights that arise based on the prevailing laws and regulations and or agreements made by the Company and Stakeholder;
b. to ensure that the Company carry out its corporate social responsibilities.
c. to ensure that the assets and location of the business as well as other Company’s facilities fulfilled the prevailing laws and regulations;
d. the Company shall not discriminated based on someone ethnicity background, religions, sex, age, physical disadvantages or other special conditions that protected by the laws and regulations in employed, determination of the salary, provisions of training, determination of career path as well as in the determination other work requirements for the employees.
e. The Board of Directors shall provide a working environment that free from any form pressures.
XI. Concurrent Positions
The member of the Board of Directors may hold concurrent positions with the following conditions:
a. As a member of the Board of Directors of a maximum 1(one) Issuer or other Public Company;
b. As a member of the Board of Commissioners of a maximum 3 (three) Issuers or other Public Company;
c. As a member of Committee of a maximum 5 (five) committees in the Issuer or other Public Company where the concerned are also serves as the member of the Board of Directors and the member of the Board of Commissioners.
XII. Meeting of The Board of Directors
1. General
a. The Meeting of the Board of Directors means a meeting that shall be convened by the internal of the Company’s Board of Directors (“Internal Meeting”) and the Board of Directors Meeting that shall be attended by the Board of Commissioners (“Joint Meeting”);
b. The Meeting of the Board of Directors shall be convened in the domicile of the Company or in the place where the main business activities of the Company or in other places within the territory of Republic of Indonesia as determined by the Board of Directors;
c. The Board of Directors Meeting chaired by the President Director; and
d. In the event that the President Director absent or unavailable which impediment need not be proven to third party, thus the Board of Directors Meeting shall be chaired by other member of the Board of Directors appointed by the meeting attendee.
2. Schedule and Agenda of the Meeting of Board of Directors
a. The Internal Meeting shall be convened periodically at least 1 (one) time in a Month on Tuesday of the second week, unless otherwise specified;
b. The joint meeting shall be held periodically at least 1 (one) time in 4 (four) month;
c. The Board of Directors Meeting may be held outside of the regular schedule, when deemed necessary by:
i. One or more members of the Board of Directors
ii. Written request by one or more members of the Board of Commissioners; or
iii. Written request by one or more shareholders who have the majority voting rights by mentioning matters that will be discussed or more that jointly representing the 1/10 of the total number of shares with the valid voting rights.
d. The invitation of Meeting of the Board of Directors shall be carried by a registered mail or by letter that shall be directly delivered to each member of the Board of Directors by obtaining a receipt at least 3 (three) working days prior to the commencement of the meeting with take full into account the invitation date and meeting date;
e. The Board of Directors Meeting Invitation shall include the agenda, date, time and venue of the meeting;
f. Each member of the Board of Directors entitled to suggest the agendas of the meeting that will be held; and
g. The invitation of Board of Directors Meeting is not required if all members of Board of Directors attend the meeting.
3. Quorum and Meeting Resolution
a. The Meeting of the Board of Directors is valid and entitled to adopt legally binding resolutions, if attended by more than 50% (fifty percent) of the total number of the Board of Directors and/or his/her representative;
b. A Director can be represented at the Board of Directors Meeting only by the other member of the Board of Directors virtue of a power of attorney given specifically for this matter;
c. One of member of the Board of Directors can represent other member of the Board of Directors;
d. The resolution of the Board of Directors shall be based on good faith, rational judgment and through in depth investigation towards relevant matters, suffice information and free from conflict of interest made independently by each member of the Board of Directors;
e. The resolution of the Board of the Directors Meeting shall be adopted through deliberation to reach consensus if the consensus could not be reach thus the resolution shall be adopted by majority vote;
f. Each Director is entitled to one (1) vote, plus one (1) additional vote for each Director they validly represent.
g. If the votes for and against a proposal are tied, the Chair of the meeting shall cast the deciding vote, except in meetings attended and/or represented by only two (2) Directors or where only two (2) Directors are entitled to vote—in such cases, the Chair does not have a deciding vote.
h. Blank votes and invalid votes are deemed not to have been cast and are not counted in determining the total number of votes.
i. The Board of Directors may also adopt valid and binding resolutions without convening a meeting, provided that all members of the Board of Directors have approved the proposed resolutions in writing. Such written resolutions have the same legal force as resolutions validly adopted in a meeting.
4. Minutes of Meetings
a. Minutes must be prepared for every meeting of the Board of Directors.
b. Minutes of Meetings shall be prepared and administered by the Corporate Secretary and provided to all meeting participants.
c. Minutes must accurately reflect the proceedings of the meeting and include at minimum:
(i) agenda, venue, date, and time;
(ii) attendance list;
(iii) matters discussed;
(iv) all views expressed during the meeting, particularly on strategic or material matters, including the individuals expressing such views;
(v) the decision-making process;
(vi) resolutions adopted; and
(vii) dissenting opinions (if any).
d. Minutes must be accompanied by written proxies granted by absent Directors to attending Directors (if any).
e. Minutes must be signed by all members of the Board of Directors present at the meeting. If any Director or Commissioner in attendance refuses to sign, they must provide written reasons, which shall be attached to the minutes.
f. Each Director is entitled to receive a copy of the Minutes of Meeting, regardless of whether they attended the meeting.
g. If no objections or requests for corrections are submitted, it shall be deemed that there are no objections and no corrections to the Minutes of Meeting.
h. The original Minutes of Meeting must be properly maintained and stored as Company documents by the Corporate Secretary and must be readily accessible when required.
XIII. Working Hour
The working hours of the Board of Directors are the hours during which members of the Board of Directors are present and/or required to be present at the workplace to perform their management functions.
XIV. Accountability
The Board of Directors must submit the Company’s annual work plan and annual budget for the upcoming financial year to the Board of Commissioners before the end of the current financial year for review and approval.
The Board of Directors must submit the Company’s Annual Report, approved by the Board of Commissioners, to the Annual GMS within six (6) months after the end of the Company’s financial year.
XV. Performance Evaluation and Remuneration
a. The performance of the Board of Directors shall be evaluated periodically by the Nomination and Remuneration Committee. The GMS determines the remuneration for members of the Board of Directors based on the Committee’s recommendations. The GMS may also authorize the Board of Commissioners to determine such remuneration, taking into account the views of the Nomination and Remuneration Committee.
b. Each member of the Board of Directors must conduct a self-assessment (“Self-Assessment”) of the collective performance of the Board at least once a year. The purpose of this Self-Assessment is to support continuous improvement in the performance of the Board of Directors, using the following benchmarks:
(i) implementation and realization of the Annual Work Plan; and
(ii) implementation and adherence to good corporate governance principles.
XVI. Orientation Program for Newly Appointed Directors
Every newly appointed Director must participate in the Company’s orientation program, which includes, among others: the Company’s values, the Company’s business and the business of the Company’s group, the Company’s Good Corporate Governance framework, and the duties and responsibilities of the Board of Commissioners and the Board of Directors.
XVII. Miscellaneous
More detailed provisions governing the terms and conditions of this Board of Directors Charter shall refer to the Company’s Articles of Association and applicable laws and regulations.