PT. Indo Tambangraya Megah Tbk and its subsidiaries, henceforth the Company, has made it a commitment to comply with the principle of and rules on good corporate governance and to observe the norms of corporate social responsibilities while seeking to attain its strategic intents of delivering values to shareholders and stakeholders. The Company has internalized good corporate governance and corporate social responsibility into its corporate documents. It has established within the Board of Commissioners a Committee on Good Corporate Governance, Nomination, Compensation and Audit Committee. To further assure the integrity of the Company as a responsible company the Corporate Secretary Charter, henceforth the Charter, is hereby issued by the Company’s Board of Directors.

CORPORATE SECRETARY FUNCTION

The Corporate Secretary function is designed as an organ of assurance to assist the Board of Directors in meeting obligations to comply with transparency, accountability, responsibility, independency and fairness as core elements of good corporate governance and to observe responsibilities vis-à-vis the Company’s workforce, the communities with which the Company interact and the natural environment in which the Company operates. The Company firmly believes in the harmony between shareholders lasting interests and the good corporate governance practices. The Corporate Secretary Function is established through a decision by the Company’s Board of Directors.

LEGAL FRAMEWORK

The issuance of the Charter is based on Bapepam-LK’s Rule No. IX on the establishment of Corporate Secretary and the Indonesia Stock Exchange’s Rule No. I-A on Corporate Secretary Function and the Company’s strategic intents and policies on good corporate governance.

OBJECTIVE

The establishment of the corporate secretary function and the issuance of the Charter are aimed primarily at assurance that the Company’s actions are constantly aligned with the principles and rules of the corporate governance which the Company has adopted explicitly by way of formal decisions or implicitly through the promotion of corporate culture.

RISK ASSOCIATED WITH THE CORPORATE SECRETARY FUNCTION

The Corporate Secretary identifies governance risks that the Company is exposed to following decisions and actions by the Board of Directors:

• Governance Risk, that might arise among others from the non-compliance issues and the imbalanced right and obligation between the company organ and the stakeholders,
• Company reputation or image, that might arise among others from the insensitivity of the company to response the stakeholders input or customer complaint or low product or service quality, or late response to the public questions or inappropriate media handling, etc.

POLICIES RELATED TO CORPORATE SECRETARY RESPONSIBILITY

External Communications

• Information Disclosure
  • Criteria of information that need to be disclosed to SRO and public shall be in compliance with the prevailing rules and regulations of Bapepam & LK and IDX. Corporate Secretary shall obtain approval from the President Director or relevant Director for the information disclosures.
• Communication on the Corporate Action
  • Corporate Secretary in coordination with related function head shall ensure the provision of an appropriate and accurate information to the capital market regulators and investors should there are issues about ITMG with regard to corporate action or significant share price fluctuation or crisis management or material information that may affect the shareholders decision.
• The communication to Investors / Shareholders and Media
  • The information dissemination to public shall comply with Bapepam-LK and the Indonesia Stock Exchange rules and regulations. Corporate Secretary shall liaise with relevant function for an immediate response to the important questions, critics or suggestion from public toward the company.
    • i. The financial information provides to investors and or shareholders shall be through Investor Relations Function and it shall be factual and are not a projection or forecast information to avoid misinterpretation or false expectation of investors or shareholders toward the company future condition
    • ii. Communication to media shall be by the President Director or the assigned spoke person or Corporate Communication Function. In certain condition, the Corporate Secretary may response to the journalist within the standard holding statement prepared by Corporate Communication and/or Investor Relations.

Coordination with Company Secretary and Governance of Banpu Public Co.Ltd.
With regard to the release of Financial Statement, corporate action or non-periodical information disclosures to the capital market regulator and public, Corporate Secretary shall coordinate with Company Secretary and Governance function of Banpu Public Co.Ltd to maintain equitable information to investors, shareholders or public.

Internal Communications
The Corporate Secretary communicates to all relevant organs of the Company strategic intents and programs pertaining to good corporate governance among the Company’s workforce.

INFORMATION ON LAWS AND REGULATIONS

The Corporate Secretary informs the Board of Directors and the Board of Commissioners on aspects of corporate governance entailed in new and amendments of existing laws and regulations.

MANAGEMENT OF SHAREHOLDERS MEETING

The Corporate Secretary assures that all legal and regulatory requirements on shareholders meetings are in compliance with by the Company. The Corporate Secretary makes the necessary preparation for the shareholders meetings, coordinates a smooth execution and submit to relevant authorities with the permission of the Board of Director. Report on the Shareholders meeting in full compliance with existing laws and regulations.

MANAGEMENT OF BOARD MEETINGS

The Corporate Secretary assures that the agendas of the Board of Directors and Board of Commissioners are drawn in accordance with existing laws and regulations and that the agendas are carried out in full.

Corporate Secretary shall give feedback to the person in charge for the relevant board resolution for its follow up and execution.

SHARES ADMINISTRATION AND CORPORATE DOCUMENTS

The Corporate Secretary keeps a continuously update registry of shareholders and communicates any movements in shareholding to the Board of Commissioners in accordance with existing laws and regulations.

The Corporate Secretary shall ensure that the minutes of meeting and corporate document (other than operation permits) including subsidiary companies corporate document be managed appropriately, update and shall be traceable whenever necessary and available for relevant function to access in the company portal.

INDUCTION TO THE NEW BOARD MEMBERS

The Corporate Secretary facilities the induction of new members of the Board of Directors and Board of Commissioners by informing them on their rights and responsibilities, informing them on the Company’s organizational structure, organizing for them site visits to the Company’s operations and introducing them to existing members of the Board of Directors and Board of Commissioners.

AUTHORITY

The Corporate Secretary submits reports to relevant authorities in full compliance with existing laws and regulations. The Corporate Secretary is authorized to automatically submit periodic routine reports in electronic forms but is obliged to seek permission from the Board of Directors in respect of non-routine reports.

ORGANIZATION OF THE CORPORATE SECRETARY FUNCTION

The Corporate Secretary is assisted by staffs that are determined by the Board of Directors. The Corporate Secretary reports to the Board of Directors who set the key performance indicators of the Corporate Secretary Function.

BUDGET

Every year, in accordance with the company system and procedure the Corporate Secretary shall develop and propose the action plan and budget for the Board of Directors considerations. In addition, the Corporate Secretary shall also assist the Board of Commissioners and the Board of Directors to develop and manage their routine and capital expenditures as part of the company budget that needs the Board of Commissioners approval.

QUALIFICATIONS

The Corporate Secretary is expected to bring to the Company, best practice of corporate secretary function. The Corporate Secretary is required to have a mastery of laws and regulations or any relevant background that can support the function in the good corporate governance area, excellent communication skills that are needed in interactions with the Board of Directors and Board of Commissioners as well as relevant government authorities, and commitment to a set of values which forms part of cultural identity of the Company.

CLOSING

The Corporate Secretary Charter is approved by the Board of Directors of the Company for the purpose of being the practice guidelines and this Charter might be reviewed from time to time for adjustment to address the corporate governance development.