GOOD CORPORATE GOVERNANCE

Arkora Hydro is committed to maintaining high standards of corporate governance.

The Board recognizes that good governance is essential in assisting the business to manage its risk, deliver its strategy, generate shareholder value and safeguard shareholders' long term interests. The company is compliant with the provisions of the Good Corporate Governance according Financial Services Authority Regulation

NOMINATION AND REMUNERATION COMMITTEE

A. Basis of Establisment

Based on the provisions of the Financial Services Authority Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee for Issuers or Public Companies (“POJK No. 34/2014”), issuers or public companies are required to have a Nomination and Remuneration function where in carrying out these functions the Board of Commissioners may establish a Nomination and Remuneration Committee. Remuneration; and the articles of association of the Company, members of the Nomination and Remuneration Committee are appointed by the Board of Commissioners.

B. Structure and Membership

The Company's Audit Committee for a term of 3 years from 04 March 2022 to 04 March 2025, with the following composition:
The Company's Nomination and Remuneration Committee for a term of office from 01 February 2022 to 01 February 2025, with the following composition:

C. Committee Profile In 2022, the members of the Nomination and Remuneration Committee consist of:

1. Drs. Indarto, S.H
   Became Independent Commissioner on March 4, 2022.
   Born September 30, 1950, he obtained his Bachelor of Laws degree from Bhayangkara University Surabaya in 1995
2. Arya Pradana Setiadharma
   Born January 18, 1984, he obtained a Master's degree in Industrial Engineering from Purdue University in 2007. Since 2022 he has served as the Company's Nomination and Remuneration Committee.
3. Abhay Narayan Pandhe
   Born September 10, 1967, he obtained his Master of Business Administration from the University of Chicago Business in 1993. Since 2022 he has served as the Company's Nomination and Remuneration Committee.

D. Duties and Responsibilities

In carrying out its functions, the Nomination and Remuneration Committee has the following duties and responsibilities:

Related to Nomination function

1. Provide recommendations to the Board of Commissioners regarding:
   1. Composition of positions for members of the Board of Directors and/or members of the Board of Commissioners;
   2. Policies and criteria required in the Nomination process; and
   3. Performance evaluation policy for members of the Board of Directors and/or Board of Commissioners.
2. Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/or Board of Commissioners based on the benchmarks that have been prepared as evaluation material.
3. Provide recommendations to the Board of Commissioners regarding the capacity building program for members of the Board of Directors and/or Board of Commissioners.
4. Prepare and provide recommendations regarding the system and procedure for the selection and/or replacement of members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners.
5. Provide proposals for candidates who meet the minimum requirements as determined by the Financial Services Authority as a member of the Board of Directors and/or Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
6. Provide recommendations on independent parties who will become members of the Audit Committee or other Committees to the Board of Commissioners.​​​​​​

Related to Remuneration function

1. Evaluate the remuneration policy based on performance, risk, fairness with peer groups, the Company's long-term goals and strategies, fulfillment of reserves as regulated in laws and regulations and the Company's potential future income.
2. Submit evaluation results and recommendations to the Board of Commissioners regarding:
   1. Remuneration Policy for the Board of Directors and the Board of Commissioners to be submitted to the GMS; and
   2. Remuneration Policy for employees as a whole to be submitted to the Board of Directors.
3. Ensure that the Remuneration policy is in accordance with applicable regulations.
4. Conduct regular evaluations of the implementation of the Remuneration policy.
5. Provide recommendations to the Board of Commissioners regarding:
   1. Remuneration Structure;
   2. Policy on Remuneration; and
   3. Amount of Remuneration;
6. Assisting the Board of Commissioners in assessing performance in accordance with the remuneration received by each member of the Board of Directors and/or member of the Board of Commissioners.

E. Authority and Obligations

In carrying out its duties and responsibilities, the Nomination and Remuneration Committee has the following powers and obligations:

1. Obtain full, free and unrestricted access to information about employees, funds, assets and other Company resources related to the implementation of their duties;
2. Must cooperate with the Directorate in charge of Human Resources and other units deemed necessary;
3. Carry out tasks carefully and well;
4. Prepare an annual activity plan approved by the Board of Commissioners;
5. Prepare annual activity reports submitted to the Board of Commissioners;
6. Coordinate with other Committees in accordance with applicable laws and regulations, to avoid overlapping tasks between the committees under the Board of Commissioners;
7. Regarding fixed remuneration, formulating policies that at least pay attention to business scale, business complexity, peer group, inflation rate, financial conditions and capabilities, and do not conflict with the prevailing laws and regulations;
8. Regarding variable remuneration, apart from taking into account number 7 above, the policies drawn up must also encourage Prudent Risk Taking.
9. Perform other authorities and obligations assigned by the Board of Commissioners.