Confidential & proprietary of PT. Samudera Indonesia Tbk Board of Commissioner Role & Challenge

Confidential & proprietary of PT. Samudera Indonesia Tbk 3. Shanti L. Poesposoetjipto – Komisaris Utama PT. Samudera Indonesia “Peran Dewan Komisaris dalam menjalankan fungsi Pengawasan dalam rangka mengawal korporasi menyongsong MEA” “Tantangan Komisaris dalam menyongsong MEA 2015” Term Of Reference

Confidential & proprietary of PT. Samudera Indonesia Tbk ASEAN with close to 616 million population account for 6% of total world trade and third largest destination for the US FDI ASEAN GDP has grown by nearly 170% over the last decade ASEAN aggregate economic size of USD2.3 trillion with estimated GDP per capita of USD3,745 Combined economic output reaching $ 2.4 trillion by end of 2013, to be the fifth largest economy by 2020, ahead of Germany and just behind India. 500 Million Working age, with Middle class and affluent individuals to surge from 165 million to 277 million by 2020 ASEAN Potential

Confidential & proprietary of PT. Samudera Indonesia Tbk AEC Will Transform ASEAN Into A Highly Competitive Economic Region Single Market & Production Base A Region of Equitable Economic Development A Regional Fully Integrated with Global Economy

Confidential & proprietary of PT. Samudera Indonesia Tbk AEC Progress AEC is not merely integrating ASEAN Trade only but will also Integrating Indonesia with China, Korea, India, Australia and New Zealand

Confidential & proprietary of PT. Samudera Indonesia Tbk Single Market & Production Base Company with Global & Regional Network will be benefited from the start due to increase flow in goods, material, capital & labor. Skilled-Educated Worker from lower-waged country will be high on demand: Brain Drain Risk. Tighter margin due to increased REGIONAL COMPETITION Marginalization of unskilled workers in higher wage countries Risk of over-exuberant inflows of capital (High Inflation, Bubble- risk & Banking stress)

Confidential & proprietary of PT. Samudera Indonesia Tbk AEC 2015: Are We Ready Free Flow of Goods Free Flow of Service Free Flow of Investment Free Flow of Capital Free Flow of Skilled Labor Single Market & Production basis Competition policy Consumer protection Intellectual property rights Infrastructure development Taxation E-commerce Competitive Economic Region SME development Initiative for ASEAN integration (IAI). Equitable economic development China ASEAN FTA Korea ASEAN FTA Au-NZ ASEAN FTA India ASEAN FTA Integration into Global Economy ASEAN Economic Community 2015 Tariff will be eliminated and non-tariff barrier will be phased out, Rules and Regulation will be simplified and harmonized, ASEAN Investors will be permitted to invest in sectors formally closed to foreigners and the service sector will be opened up. What should Indonesian Company prepare for AEC ?

Confidential & proprietary of PT. Samudera Indonesia Tbk Indonesia Jump’s up from 50 ( ) to 38 position in Despite superiority over Thailand on Basic & Innovation and Sophistication criteria, Indonesia falls on efficiency criteria: A High Impact improvement potential Being a low-wage Country, Indonesia’s Competitiveness Index might be negatively affected by the AEC’s “Free- flow of skilled labor” in the Ability to attract and retain talent point. Indonesia Competitiveness World Economic Forum, Global Competitiveness Index

Confidential & proprietary of PT. Samudera Indonesia Tbk Preparing for AEC While the AEC Impact will varies between industry and company, the Board of Commissioners responsibilities are to oversee and provide advice to Board of Directors: It is board of commissioner role and duties to give advice and oversee so that the Company’s Business Continuity Plan covers the Business Risk and Opportunities from coming AEC implementation.

Confidential & proprietary of PT. Samudera Indonesia Tbk GCG impact towards the AEC Improved Risk Management Companies with superior governance had much lower risk profiles (Brown, 2004) Higher Firm Valuation & Share Performance Investors willing to pay premium up to 40% for well governed companies (McKinsey, 2001) Better Access to Capital Strong correlation between good governance and lower capital costs (Dyck & Zingales, 2004) With the Free Flow of Capital, importance of good Corporate Governance on firm performance and access to finance are : Audit Committee Nomination & Remuneration Committee Risk Management Committee GCG Committee Board of Commissioner Board of Commissioner plays important active roles in Good Corporate Governance Activity

Confidential & proprietary of PT. Samudera Indonesia Tbk Challanges Low awareness level and socialization of the coming AEC Great attention from the government still required in socialization of AEC to expedite the readiness of AEC implementation in Dec 31, Number of efforts had to be done to a company in the alignment process (ie. New Regulation, Standardization & Certification).

Confidential & proprietary of PT. Samudera Indonesia Tbk 1.Procedures for the nomination and remuneration of the members of the BOC and BOD. [Dec. 2014] 2.Qualifications of candidates for the BOC and BOD. [Dec. 2014] 3.Orientation program for new members of the BOC and BOD. [June 2015] 4.Knowledge and understanding of fiduciary duties of the boards. [June 2015] 5.Meetings of BOC and BOD. [Dec. 2014] 6.Concurrent positions by members of BOC and BOD. [Dec. 2014] 7.Limitation to the tenure of independent commissioners. [Dec. 2014] 8.Board manual and charters for BOC and BOD. [Dec. 2014] 9.Diversity on the composition of BOC and BOD. [June 2015] 10.Performance evaluation of the BOC and its members. [Dec. 2014] 11.Involvement in financial fraud/crime. [June 2015] 12.Succession planning of members of the BOD. [June 2015] 13.BOC’s Nomination and Remuneration Committee. [June 2015] 14.Performance evaluation of the BOC’s committees. [June 2015] To Do List

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