Disclosure of Guidelines and Work Procedures of the Board of Commissioners

In its implementation, the Board of Commissioners is guided by the Work Rules of the Board of Commissioners. With the existence of the Work Guidelines and Rules of the Board of Commissioners, it is expected to assist in the implementation of the duties of the Board of Commissioners of the Company and as one of the Company’s performance assessment tools.

I. Organization

• This document regulates the guidelines and work procedures of the Board of Commissioners of PT. Sinar Mas Multifinance. The Board of Commissioners will conduct a review of these Guidelines and Work Procedures for at least 1 (one) year.
• The Company is required to have at least 2 (two) members of the Board of Commissioners.
• The Company must have at least 1 (one) member of the Board of Commissioners domiciled in the territory of the Republic of Indonesia.
• The Company must have at least 1 (one) Independent Commissioner.
• Members of the Company’s Board of Commissioners are prohibited from holding concurrent positions as members of the Board of Commissioners in more than 3 (three) other Companies.
• Excludes dual positions when :

a. non-independent members of the Board of Commissioners carry out the functional duties of the Company’s shareholders in the form of legal entities in their business groups; and/or

b. members of the Board of Commissioners occupy positions in non-profit organizations or institutions, as long as the person concerned does not neglect the performance of duties and responsibilities as a member of the Company’s Board of Commissioners.

• Each member of the Company’s Board of Commissioners is required to pass an assessment of ability and propriety by the Financial Services Authority.

II. Independence

• The Board of Commissioners is obliged to carry out its duties and responsibilities independently.
• The Company stipulates that an Independent Commissioner is a member of the Board of Commissioners who does not have an Affiliation relationship with a member of the Board of Directors, members of the Company’s Board of Commissioners or shareholders of the Company.
• The Company is prohibited from dismissing an Independent Commissioner due to the actions of the Independent Commissioner in carrying out his duties as referred to in the Duties and Responsibilities of the Independent Commissioner

III. Duties and Responsibilities

• The Board of Commissioners in the context of supervision and advice to the Board of Directors at any time during the Company’s office hours has the right to enter buildings and yards or other places used or controlled by the Company and has the right to inspect all books, letters and other evidence, check and match the condition of cash and others and has the right to know all actions that have been carried out by the Board of Directors.
• In carrying out its duties, the Board of Commissioners has the right to obtain an explanation from the Board of Directors or each member of the Board of Directors on all matters required by the Board of Commissioners.
• The Board of Commissioners is required to take care of the Company temporarily in the event that all members of the Board of Directors are temporarily dismissed or the Company does not have a single member of the Board of Directors, in which case the Board of Commissioners has the right to grant temporary power to one or more of the members of the Board of Commissioners on the responsibility of the Board of Commissioners.
• In the event that there is only one member of the Board of Commissioners, all duties and authorities given to the President Commissioner or the Board of Commissioners in this Articles of Association shall also apply to him/her.

IV. Duties and Responsibilities of the President Commissioner

• The President Commissioner acts as the chairman of the Board of Commissioners
• The President Commissioner shall be entitled to receive reports from the Committee under the Board of Commissioners.
• The President Commissioner invites members of the Board of Commissioners to attend the meeting of the Board of Commissioners

V. Duties and Responsibilities of an Independent Commissioner

• The Independent Commissioner has the main task of carrying out a supervisory function to voice the interests of Debtors, Creditors, and other Stakeholders.
• The Independent Commissioner is obliged to report to the Financial Services Authority in accordance with the relevant laws and regulations :

a. Violation of laws and regulations in the field of financing.

b. Circumstances or estimated circumstances that may endanger the Company’s business continuity.

VI. Transparency

• The Board of Commissioners is obliged to disclose in the related GCG Implementation Report :

a. Remuneration from the Company

b. Share ownership both in the Company concerned and other companies domiciled at home and abroad

c. Financial and family relationships with other members of the Board of Commissioners, members of the Board of Directors and/or controlling shareholders of the Company.

VII. Work Ethics

• The Board of Commissioners is obliged to comply with the Financial Services Authority Regulations and other laws and regulations related to the financing Company.
• The Board of Commissioners is prohibited from conducting transactions that have a Conflict of Interest with the Company’s activities in which the members of the Board of Commissioners are members.
• The Board of Commissioners is prohibited from using its position in the Company where the members of the Board of Commissioners in question serve for the benefit of personal, family, and/or other parties that may be detrimental or reduce profits.
• The Board of Commissioners is prohibited from taking and/or receiving personal profits from the Company in which the members of the Board of Commissioners are serving, other than the remuneration and facilities determined by the resolution of the GMS.

VIII. Meeting

• The Board of Commissioners of the Company is obliged to hold a meeting of the Board of Commissioners at least 1 (one) time in 2 (two) months.
• Members of the Board of Commissioners of the Company are required to attend at least 75% (seventy-five percent) of the total number of meetings of the Board of Commissioners within a period of 1 (one) year.
• The results of the Board of Commissioners meeting must be stated in the minutes of the Board of Commissioners meeting and well documented.
• Dissenting opinions that occur in the decision of the Board of Commissioners meeting must be clearly stated in the minutes of the Board of Commissioners meeting along with the reasons for the disagreement.
• Members of the Board of Commissioners of the Company who are present or absent from the meeting of the Board of Commissioners are entitled to receive a copy of the minutes of the meeting of the Board of Commissioners.
• The number of meetings of the Board of Commissioners that have been held and the number of attendance of each member of the Board of Commissioners must be contained in the report on the implementation of Good Governance of the Company and the Company’s Annual Report.