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COMPANY MANAGEMENT GOOD CORPORATE CORPORATE SOCIAL PROFILE DISCUSSION GOVERNANCE RESPONSIBILITY AND ANALYSIS RELATIONSHIP OF THE BOARD OF COMMISSIONERS governance. WITH THE BOARD OF DIRECTORS 3. Members of the Board of Commissioners, individually or collegially, may gain access to information relating In general, the working relationship between the to the management of the Company including but Board of Commissioners and the Board of Directors is not limited to information concerning Subsidiaries. directed towards performing their duties and functions 4. In the case of a request for information by the Board as Company bodies. The Board of Directors is in of Commissioners concerning a Subsidiary, such charge of running the Company’s operational activities a request shall be channeled through the Board of and the Board of Commissioners is responsible for Directors. It is the authority of the Board of Directors overseeing the activities of the Board of Directors. To to request such information from the Subsidiary that end, the working relationship between the Board with its authority as a Shareholder. of Commissioners and the Board of Directors shall 5. The Board of Commissioners, together with the follow the following principles: Company’s Board of Directors, will periodically 1. In order to maintain the independence of each of conduct coordination meetings to discuss various the Company’s bodies, any relationship between the issues concerning the Company. In the coordination Board of Commissioners and the Board of Directors meetings, the President Commissioner serves in the context of their respective duties and as Chairman. In the event that the President responsibilities, constitutes a formal relationship, in Commissioner is unable to attend, they may appoint the sense that it must be always in accordance with another member of the Board of Commissioners as an accountable mechanism or correspondence. their representative. Informal interactions may be undertaken by each 6. Decision in the Board of Commissioners and Board member of the Board of Commissioners and the of Directors Coordination Meetings are binding for Board of Directors, but these can not be used all meeting participants. as formal policies, before the mechanisms or 7. Any working relationship between the Board of correspondence are accounted for. Commissioners and the Board of Directors is an 2. The Board of Commissioners shall respect the institutional relationship in the sense that the Board function and role of the Board of Directors in of Commissioners is a collective office representing managing the Company as set forth in Company all members of the Board of Commissioners so as Law and the Company Statutes. Matters concerning any working relationship between a member of the the daily working relationship between the Board Board of Commissioners with one or more Directors of Commissioners and the Board of Directors, should be known by all members of the Board of which are not governed by the prevailing laws and Commissioners. regulations, the Company’s Articles of Association, the Good Corporate Governance Guide, the Code of Conduct and this document will be further stipulated TOTAL AND COMPOSITION OF DIRECTORS in accordance with an agreement between the In 2018, the number and composition of the WIKA’s Board of Commissioners with the Board of Directors Board of Commissioners underwent changes as according to the principles of good corporate explained below. Period of January 1 – April 24, 2018 NAME POSITION Bintang Perbowo President Director Chandra Dwiputra Director of Operation I Bambang Pramujo Director of Operation II Destiawan Soewardjono Director of Operation III Antonius N.S. Kosasih Director of Finance Novel Arsyad Director of Human Capital and Development PT WIJAYA KARYA (Persero) Tbk. Annual Report 2018 301 QUANTUM TRANSFORMATION PERFORMANCE MANAGEMENT FOR THE BEST OF THE NATION HIGHLIGHTS REPORT Period of April 24 – December 31, 2018 NAME POSITION Tumiyana President Director Agung Budi Waskito Director of Operation I Bambang Pramujo Director of Operation II Destiawan Soewardjono Director of Operation III Antonius N.S. Kosasih* Director of Finance Novel Arsyad Director of Human Capital and Business Development Danu Prijambodo Director of Quality, Safety, Health and Environment *) As of January 31, 2019 the relevant person has been appointed as Member Board of directors of PT Savings Funds and Civil Servants Insurance (Persero) according to the Decree of the Minister of State Owned Enterprises Number: SK-31/MBU/01/2019. BOARD OF DIRECTORS’ AFFILIATED RELATIONSHIPS The Board of Directors shall always act independently, in terms of no conflict of interest that may interfere with their ability to perform their duties independently and critically, whether in relation to each other or to the Board of Commissioners. The Board of Directors has no financial relationship, management relationship, share ownership and/or family relationship with other members of the Board of Directors, Board of Commissioners and/or Controlling Shareholders or relationship with the Company so as it can perform its duties and responsibilities independently. The Board of Directors shall not assume concurrent positions as a President Director or a Director of State-Owned Enterprises, Regional and Private Companies or other positions dealing with the management of the Company, as well as structural positions and other functional positions at central and local government agencies/institutions, and other positions in accordance with the provisions of the Company Articles of Association and other prevailing laws and regulations. The criteria for affiliated relationships between members of the Board of Directors, Board of Commissioners and Controlling Shareholders include: 1. Affiliated relationships between members of the Board of Directors and other members of the Board of Directors. 2. Affiliated relationships between members of the Board of Directors and members of the Board of Commissioners. 3. Affiliated relationships between members of the Board of Directors and the Majority and/or Controlling Shareholders. 4. Affiliated relationships between members of the Board of Commissioners and other members of the Board of Commissioners; and 5. Affiliated relationships between members of the Board of Commissioners and the Majority and/or Controlling Shareholders. The independence of the Board of Directors can be seen in the table below: 2018 Annual Report PT WIJAYA KARYA (Persero) Tbk. 302
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