PT SAPTA BORNEO UTAMA
Governance Documentation Package
SBU-GOV-002 Strictly Confidential Final / Published

# Board Charter

Charter defining the authority, responsibilities, governance standards, meeting procedures and decision-making framework of the Board of Directors and Board of Commissioners.

## Purpose

This Charter establishes the governance framework for the Board, ensuring effective leadership, strategic oversight, accountability, risk supervision and institutional governance compliance.

## Board Structure

Position | Role
--- | ---
President Director | Chief Executive Leadership
Director | Operational Management
Commissioner | Independent Oversight
Shareholders | Ultimate Strategic Authority

## Current Board Composition

Name | Position
--- | ---
Sapta Riswandy | President Director
Neneng Siti Maryam | Director
David Lokatili | Commissioner

## Board Responsibilities

- Approve corporate strategy.
- Approve annual business plans.
- Approve financing transactions.
- Approve major capital expenditure.
- Monitor risk management.
- Monitor ESG commitments.
- Oversee project finance compliance.
- Protect stakeholder interests.

## Reserved Matters

Decision | Approval Required
--- | ---
New Debt Financing | Board Approval
Major Asset Disposal | Board Approval
Project Finance Facility | Board Approval
Capital Increase | Board & Shareholders
Dividend Declaration | Board & Shareholders
Mergers & Acquisitions | Board & Shareholders

## Board Meetings

Item | Requirement
--- | ---
Regular Meetings | Quarterly
Special Meetings | As Required
Quorum | Majority of Board Members
Minutes | Mandatory
Resolutions | Recorded and Archived

## Board Committees

- Risk Management Committee.
- Audit & Compliance Committee.
- Finance & Treasury Committee.
- ESG & Sustainability Committee.
- Project Oversight Committee.

## Governance Statement

The Board shall operate in accordance with applicable laws, corporate governance principles, lender requirements, project finance obligations and institutional best practices.