Corporate Policy Manual
Board of Directors Charter 
 
Board of Directors plays a significant role in running the Company’s business. Therefore, a Charter is required as a guidance for the Board of Directors to perform its roles, authority and responsibility to meet the interests of the shareholders and other stakeholders. 
 
Furthermore, the Company is managed based on GCG principles called TARIF, which stands for transparency, accountability, responsibility, independency and fairness. Such management is considered effective to improve the Company’s performance to its utmost capacity. 
 
The substances of the charter can be seen in the following document: 
 
 
 
Board of Commissioners Charter 
 
Board of Commissioners has a vital role in monitoring the Company’s business. Therefore, the Board of Commissioners Charter shall be equipped with Board of Commissioners Charter to carry out its duty, authority and responsibility. 
 
With this Charter, the Board of Commissioners has the guidance to take action and behave well according to GCG principles, which empashizes that the Board of Commissioners should adhere to code of conduct, corporate values, and laws and and regulations and become the role model of such conduct to all personnel of Darma Henwa and other relevant parties.
 
The substances of the charter can be seen in the following document: 
 
 
 
Audit Committee Charter 
 
Audit Committee is set up by and reports to Board of Commissioners. The Audit Committee’s main function is to support the Board of Commissioners in meeting its responsibility to supervise financial reporting process, the implementation of business and financial risk management, as well as related internal control system, audit and corporate governance in the Company’s management. 
 
In carrying out its duties, the Audit Committee holds meetings with Board of Commissioners, Board of Directors, Risk Management Officer, Managers, as well as Internal and External Auditors. The Audit Committee relies on information from Board of Directors, Risk Management Officer, Managers, as well as Internal and External Auditors in conducting supervision. The Audit Committee undertakes its roles and functions in accordance with the regulations by Capital Market Supervisory Board and Financial Institution (Bapepam – LK) and Indonesia Stock Exchange (BEI), the instructions from Board of Commissioners, and Audit Committee Manuals of the Indonesian Insitute of Audit Committee (IKAI). 
 
The substances of the charter can be seen in the following document: 
 
 
 
Audit Committee 
 
Audit Committee was established by Board of Commissioners to support the Board in monitoring the implementation of the Board of Directors’ function in managing the Company according to the GCG principles. Audit Committee members are appointed and dismissed by the Board of Commissioners and reported in the GMS. 
 
Audit Committee members have knowledge, educational background and experience in the field of accounting, finance, audit technical operation in the Company, which are required to support their role as Audit Committee. 
 
Audit Committee members of PT Darma Henwa Tbk consist of the following: 
 
Head: Kanaka Puradiredja
 
Members: 
  1. Mohammad Hassan
  2. Mulyadi
 
 
Nomination and Remuneration Committee Charter
 
In order to encourage the Company’s management according to GCG principles and comply with the provisions stipulated in the Financial Services Authority Regulation (OJK) No.34/POJK.04/2014 concerning Nomination and Remuneration Committee, Board of Commissioners sets up Nomination and Remuneration Committee, which works collectively, professionally, and independently. The Nomination and Remuneration Committee assumes role to manage activities relating to the nomination and remuneration of members of Board of Commissioners and Board of Directors. 
 
In performing its role and authority, the Nomination and Remuneration Charter is drawn up as guidance on the implementation of Nomination and Remuneration Committee according to the Articles of Association and other laws and regulations.
 
The substances contained in the charter can be seen in the following document:
 
 
 
Nomination and Remuneration Committee
 
Nomination and Remuneration Committee is established to help Board of Commissioners manage activities relating with the nomination and remuneration of members of the Board of Commissioners and Board of Directors.
 
Nomination and Remuneration Committee has the capacity, knowledge and background that are relevant with its activities in nomination and remuneration. The members of the Nomination and Remuneration Committee are as follows: 
 
Head : Hannibal S. Anwar
 
Members:
  1. Ricardo Gelael
  2. Endang Ruchijat
 
 
Good Corporate Governance Committee Charter
 
In order to encourage the Company’s management according to GCG principles and carry out Social and Environmental Responsibility as stated in Law No. 40 of 2007 concerning Limited Liability Company and Government Regulation No. 47 of 2012 concerning Social and Environmental Responsibility, the Board of Commissioners has established GCG Committee, which works collectively, professionally, and independently, in helping the Board of Commissioners in discharging its supervisory and advisory duties and functions, namely monitoring and ensuring the implementation of effective and sustainable good corporate governance in Darma Henwa. 
 
GCG Committee Charter is drawn up as guideline for GCG Committee in implementing its duties and responsibilities according to the laws and regulations.
 
 
Good Corporate Governance Committee
 
GCG Committee is responsible for assisting the Board of Commissioners in performing its supervisory and advisory functions, namely monitoring and ensuring that Good Corporate Governance is carried out effectively and sustainably in Darma Henwa.
 
Members of the GCG Committee have the knowledge, educational background, and experience in accounting, finance, audit, and technical operations of the Company. All members of GCG Committee have the required qualification that supports their duties as a GCG Committee. Currently, the plan to set up GCG Committee is still being discussed internally by the Company.  
 
 
Risk Management Committee Charter
 
In order to encourage the Company’s management according to GCG principles, as regulated by Law No. 40 of 2007 on Limited Liability Company, the Board of Commissioners has established Risk Management Committee, which works collectively, professionally, and independently. The Risk Management Committee also assists the Board of Commissioners in overseeing the Board of Directors’ performance, as well as providing them feedback, regarding functions that relate to the Company’s Risk Control and Mitigation.
 
Risk Management Committee Charter is drawn up as a basis or guidance on the implementation of Risk Management Committee’s activities, pursuant to the Articles of Association and other laws and regulations.  
 
 
Risk Management Committee
 
Risk Management Committee assumes role to help the Board of Commissioners carry out their supervisory and advisory functions toward the Board of Directors, particularly on functions related to the Company’s Risk Control and Mitigation.
 
Members of the Risk Management Committee have the knowledge, educational background, and experience in the field of accounting, audit, and technical operations. All members of the GCG Committee have the required qualification to support their duty as the Risk Management Committee.
 
The plan to establish the Risk Management Committee is being discussed internally by the Company.
 
 
Affiliated Relations
 
The Company ensures the independency of all duties and responsibilities of the Board of Commissioners and Board of Directors to avoid conflict of interest. The Board of Commissioners and Board of Directors are obliged to report any affiliated relationship in the Company’s Annual Report.
 
Each transaction of the Company that has affiliation with certain party will be conducted according to the applicable laws and regulations.