The Company ensures that the basic principles of GCG are applied to every aspect of the business and

at all levels. The basic principles of Corporate Governance of the Company include openness, accountability, responsibility, independency a nd fairness. The application of the principle of transparency is done by providing informatio n quickly, precisely through the medium of communication intensively and profess ionally managed, so that shareholders, creditors, communities and all stakeholde rs to determine the performance and operations of the Company equally. Company implement the principle of accountability by focusing on improving the f unction and role of each organ of the Company and the Company's management so th at management can work well. The Company implements internal control system by m ost of his duties is to conduct internal monitoring. The Company applies the principle of the responsibility to always stick to the p rinciple of prudence and ensuring compliance with rules and regulations in force . Application of the principles of independence is implemented withdecision-making process that is free from conflict of interest (conflict of interest) and the i nfluence/pressure from any parties that is not in accordance with the legislatio n in force and the principles of healthy corporate. The Company applies the principle of equality by treating all stakeholders in a balanced (equal treatment) between the rights and obligations granted to and by the Company. The Company opens information access to all stakeholders to provide suggestions for Company's improvement, but the Company also set rules that rest rict access to information confidentiality of information by interested parties. 2. GCG implementation Some programs are carried out in 2012 as evidence of management commitment in th e implementation of the Company's GCG are: The signing of the annual statement (Integrity Pact) by the Commissioner, the Bo ard of Directors, employees and business partners in early 2012. Workshop on Risk Management toward Chief Risk and Head of Company. Follow-up Recommendations Repair Area Of Improvements (AOI) from West Sumatra Pr ovince Representative BPKP toward the GCG Assessment results in 2011. Validation Guidelines of the Code of Conduct by the Directors and Board of Commi ssioners. Completion and refinement GCG guideline and Board Manual. 3. GCG Implementation Plan & Strategy Year 2013 As a follow-up and commitment on increasing the sustainability of corporate gove rnance practices at all levels of operations, and with reference to the implemen tation of good corporate governance in the Company's assessment (in the form of Recommendations & Areas of Improvement / AOI BPKP Representatives of West Sumatr a Province), the Company planned several important activities related to GCG pra ctices and its increasing during 2013. Activity will include among others: Reimplementing GCG Assessment to review the follow-up GCG Assessment results in Year 2011. Complete the entire soft structure that does not exist and conduct several resea rches for the improvement of existing ones to improve the quality of implementat ion of GCG. Following-up Areas of Improvement (AOI) Maturity Level Risk Assessment (RML).

4. Organ Company Main Organ of the Company consists of the General Meeting of Shareholders (AGM), the Board of Commissioners and Board of Directors, each of which has an importan t role in the implementation of corporate governance effectively. Three Main Org ans Company are carrying out its functions in accordance with the applicable pro visions on the principle that each organ had independence in performing their du ties, functions and responsibilities solely for the benefit of the Company. General Meeting of Shareholders, is the supreme body of the Company, is also a s hareholder container to make important decisions that authority is not granted t o the Directors and the Board of Commissioners in accordance specified in the Ar ticles of Association and the Legislation in force. Board of Commissioners in charge of supervising and advising the Board of Direct ors. nevertheless Company's Board of Directors is authorized organ and are fully responsible for the management of the Company in achieving its objectives. To c arry out supervisory duties, the Board established the Supporting Committee and the Board of Directors formed Supporting Unit assigned to assist the implementat ion of operational activities as needed. - General Meeting of Shareholders General Meeting of Shareholders in accordance with the implementation is divided into: Annual General Meeting of Shareholders(AGM), is an annual regular agenda and held at least once, and the Extraordinary Shareholders General Meeting (EGM) which can occur when implementation is outside of AGM time. During 2012, the Company held one AGM and EGM twice. AGM held on June 19, 2012 i n accordance with the procedure for the organization regulations. Decision AGM held on June 19, 2012 include - the following: a. Approving the annual report of the Company during the course of the condition and Year Book 2011 including Task Execution Report Company Supervisory Board of Commissioners for the Year Book of 2011, during the Annual Report of PT Semen G resik (Persero) Tbk for Year Book 2010 is approved by GMS PT Semen Gresik (Perse ro) Tbk. b. Verify the Company Financial Statements Year Book 2011 which have been audite d by Purwantono Public Accountant Office, Suherman & Surja, firm member of Ernst & Young in accordance with the report was a letter RPC-2366/PSS/2012 date 16-03 -2012 by opinion "is worth in all material things PT Semen Padang financial posi tion date 31-12-2011, 31-12-2010 and 01-01-2010 or 31-12-2009, as well as the ef fort and cash flows for the year ended on 31-12-2011 and 2010 in accordance with Financial Accounting Standards in Indonesia, allowing amortization and release the full responsibility (volledig acquit et de charge) to the Board of Directors and Board of Commissioners of the Company and monitoring management actions tha t have been made during the Year Book of 2011, all the action recorded on the bo oks - Company books and not inconsistent with the provisions and regulations, as well as the Financial Statements of PT Semen Gresik (Persero) Tbk for Year Book 2011 certified GMS PT Semen Gresik (Persero) Tbk with the note: 1. Resolve the matters to be recorded on the external auditors of Company Financ ial Statements year Book 2011 and the the solution results reported to Majority Shareholders every three months. 2. Enhance the effectiveness of the capital by optimizing receivables management and liquidity of financial leverage through financial management group (cash ma nagement) group to implement "national Pooling". 3. Company Pension Funds are required to improve the management of Semen Padang to improve performance and report to the Majority Shareholders every three month s.

4. Securing the domination of raw material cost at least 40 years for both limes tone and clay. 5. Securing coal supply short and long term and to achieve the best energy cost, with a group synergized producing. 6. Improving distribution system and marketing synergies to achieve a net profit margin of a maximum group. 7. Company in order to implement measures cost Reduction program in order to ach ieve an EBITDA margin improvement from the previous year. 8. Expand process technology in order to increase alternative energy with a mini mal target of 2.5% of the coal requirement from 2013 to stick to the efficiency and productivity efforts. 9. Improving environmental management to obtain evaluation "proper green" in the year 2013 and keep harmonization Company with its surroundings. 10. Company management must sync Company's organization with holding organizatio n until built an effective holding organization. 11. Policy development and IT management is done in a centralized IT holding org anization in PT Semen Gresik (Persero) Tbk leveraging group-owned facilities. 12. Optimizing financial reporting information and other operational ERP systems are integrated in Semen Gresik Group at least semester II of 2012, and to guara ntee reliability and accuracy of Financial Report with the application of IcoFR. 13. Perform human resource development to achieve maximum productivity in accord ance with the policy of human resource development group. 14. Company Board of Directors in order to take over management of non-productiv e assets optimally according to the requirements and legislations policy. 15. Improve capex management to achieve company's efectivity strategy developmen t in the future. 16. GCG as the basis of making the whole policy of home activity Company interna l control and risk management, including to assess implementation of GCG with mi nimum score 80 (good) or equivalent product was performed by an independent asse ssor. b) To approve the Annual Report of the Partnership and Community Development (CS R) Book Year ended December 31, 2011 were prepared based on the audited Financia l Statements of the Partnership Purwantono, Suherman & Surja, member firm of Ern st & Young in accordance with the report in RPC-2568/PSS/2012 letter dated 21-05 -2012 to the opinion "Naturally, in all material financial position of the Partn ership and Community Development, activity reports, and cash flow statement for the year ended 31-12-2011 and PT Semen Padang dated 31-12-2011, 31-12-2010 and 0 1-01-2010 or 31-12-2009, as well as activity reports, and cash flows for the yea rs then ended in accordance with Financial Accounting Standards Entities Without Public Accountability "and provides settlement and release of liability (acquit et de charge) to the Board of Directors and the Board of Commissioners for the management and supervision of CSR actions are not contrary to the rules and regu lations, as well as the Partnership's Annual Report PT Semen Gresik (Persero) Tb k Fiscal Year 2011 Annual General Meeting of Shareholders approved PT Semen Gres ik (Persero) Tbk with a note: 1. Accomplish anything that noted by external auditors toward Results for Book Y ear 2011 CSR examination and completion on the records that are reported periodi cally every three months. 2. Improving the management of CSR performance in order to achieve better perfor mance. 3. Conducting of CSR should be coordinated and carried out in line with the poli cy of SGG and implemented in accordance with applicable laws and regulations. 4. Expenditure of funds for the purpose of CSR is allocated from the BUMN Cares in 2010, which has not been approved by appropriate legislation, all expenses bo rne by the fund company in accordance with the rules and regulations. c) approve the use of net profit after tax for Book Year 2011 of Rp.728.975.645. 000, - (seven hundred and twenty-eight billion, nine hundred and seventy-five mi llion six hundred and forty-five thousand rupiah) as follows.

1. Final Dividend for Book Year 2011 the percentage amount equal to the percenta ge amount of dividends to be paid by PT Semen Gresik (Persero) to the Shareholde rs. 2. Partnership Fund established by PT Semen Gresik (Persero) Tbk as Shareholders AGM after decisions PT Semen Gresik (Persero) for Book Year 2011. 3. The remainder was allocated to the reserves that will be used to develop the Company's business. 4. Authorized the Board of Directors to take all necessary acts and set out more about the implementation in accordance with the dividend distribution in accord ance with the rules and regulations. d) Provide authority to the PT Semen Gresik (Persero) Tbk as Shareholders of the Company to determine bonuses for Directors and Board of Commissioners for the B ook Year 2011 and the salary for the Board of Directors and to the Board of Comm issioners following honoarium facilities and other benefits for the year 2012, t aking into account the results Annual General Meeting of Shareholders of PT Seme n Gresik (Persero) and delivered in a special letter. e) To approve the appointment of Public Accounting Office as will be set out in the Annual General Meeting of Shareholders of PT Semen Gresik (Persero) for Book Year 2012, to audit the financial statements for the financial year 2012 and th e costs borne by the Company. f) To authorize the Company's Board of Commissioners to appoint a Public Account ing Office to audit the Partnership Financial Statements Book Year 2012, includi ng the remuneration and appointment setting coordinated with the Majority Shareh older. EGM held on November 19 and December 3, 2012 in accordance with the procedure fo r the organization regulations. Decision of the EGM held on 19 November 2012 cover - the following: 1. Approved PT Semen Padang to implement and manage the construction of a cement factory SGG-III (project Indarung VI) in Indarung, Padang, West Sumatra with a cement production capacity of 3.0 million tons per year, worth Rp.3.249.897.830. 622 budget to be completed the fourth quarter 2015 (including commissioning) and guided by: a. No. SKB. No. 046/Kpts/Dir/2012 and SKB. 384/SKB/HKM10/11.12 about Tim Center Led SGG III Plant Construction In Sumatra and SGG IV In Java; b. No. SKB. No. 047/Kpts/Dir/2012 and SKB. 385/SKB/HKM10/11.12 on Guidelines for Procurement of Goods and Services Center Led By SGG III Plant Construction Proj ect in Sumatra and SGG IV In Java; c. No. SKB. No. 048/Kpts/Dir/2012 and SKB. 383/SKB/HKM10/11.12 on Guidelines for Coordination and Control of Plant Development Project III SGG SGG In Sumatra an d IV in Java. as the basis for the implementation and management of the construction project, with a note: 1. Completion of 412 hectares of land to ensure adequate reserve of raw material s; 2. In the event of organizational change projects Indarung VI, must be approved a majority of Shareholders; 3. Majority shareholders have the authority to take action and change management policies Indarung VI project, if necessary to ensure the performance of the pro ject according to the strategy, goals and objectives of SGG; 4. Using proven technology, efficient and attentive to the ability of PT Semen P adang (available funds); 5. For construction of cement mill, in order to seek Board precise location and more strategic for the development in the future; 6. Schedule and cost control in order to be done carefully.

2. Approved the guarantee asset PT Semen Padang in order to finance construction of the plant SGG III (Project Indarung VI) in Indarung, Padang, West Sumatra, w ith a production capacity of 3.0 million tons of cement per year, with a note: i n order to optimize the management of the fund, then the fund (search loans and withdrawals) must obtain the approval of PT Semen Gresik (Persero) Tbk as the ma jority shareholders, and its implementation rules specified later. 3. Meeting delay the decision on the the third agenda until time to be determine d further and Directors of PT Semen Padang are required to prepare other corpora te guarantee proposal that necessary for PT Semen Padang. Decision EGM held on December 3, 2012 cover - the following: 1. Approve changes to the articles of association of the Company, namely 11, 14 and 17 as has been distributed to the participants and the meeting place since t he establishment of subsidiaries PT Semen Padang (Persero) who runs the operatio nal functions of PT Semen Indonesia (Persero) Tbk and follow the provisions of t he apply. 2. Provide right and authority to the Board of Directors to make Decisions State ment Meeting in a deed of all Articles of Association of the Company, whether or not there is a change or not, as completely as possible. 3. Provide authority to the Directors to be commissioned Notary for and on behal f of the Board of Directors to announce an amendment that has been decided in pa ragraph 1 of this decision, towards the Minister of Justice and Human Rights of RI. - Board of Commissioners Act No. 40 year 2007 on Limited Liability Company requires all incorporated unde r the laws of Indonesia has a Board of Commissioners charged with oversight and advice to the Board members at the discretion of the management, road maintenanc e in general, either the Company or the Company's business. Supervision and coun seling conducted for the benefit of the Company and in accordance with the aims and objectives of the Company. Board of Commissioners consisting of more than one person is a member of the pan el and each member of the Board of Commissioners can not act alone, but by the d ecision of the Board of Commissioners. Each member of the Board shall Komaris go od manner, prudent and responsible in carrying out their oversight and advice to the Board of Directors for the benefit of the Company and in accordance with th e aims and objectives of the Company. Each member of the Board of Commissioners participated personally responsible for the loss of the Company if the party con cerned is guilty or negligent in performing their duties. In the event of bankruptcy due to errors or omissions Board of Commissioners in overseeing the maintenance performed by the Company's Board of Directors and wea lth is not sufficient to pay all obligations due to bankruptcy of the Company, e ach member of the Board of Commissioners participated jointly and severally liab le for obligations of the Directors has not repaid. (hal 12) 5 Implementation and Assessment Risk Management in 2012 GCG and Risk Management is a unit under the ranks and directly responsible to th e Secretary of the Company (Corporate Risk Manager) as a commitment to ensure th e implementation of the Company's Corporate Governance and Enterprise Risk Manag ement (ERM) is reached in a comprehensive, effective and efficient.

In managing and controlling risk, the Company has a Risk Management Technical Gu idelines compiled refer to AS / NZS 4360:2004 and other terms and supported by S ystem Operating Procedure (SOP) in the level of implementation. Some implementations are implemented in 2012 as evidence of management commitmen t in the implementation of the Company's corporate governance such as: Conduct an evaluation of risk management in order to assess the adequacy of the design and effectiveness of the risk management process as a management tool to provide assurance to stakeholders that the company's goals and objectives achiev ed as expected and to determine the level of maturity of risk management (risk m aturity level) . Perform risk identification / risk register, risk mapping by all units and then formulated a Corporate Risk mapping and controlled corporately. The Review Progr am and Clinical Risk Management on an ongoing basis to determine the development and implementation of risk management to ensure that risks are identified, whic h update the risk register and risk mapping to monitor the control implemented. (HAL 36)