Nomination and Remuneration Charter  1.17 MB

The Company has formed the Nomination and Remuneration Committee to provide support to the Board of Commissioners in supervising the implementation of nomination and remuneration policies in the Company.

Composition of Nomination and Remuneration Committee Membership

The Nomination and Remuneration Committee comprises at least three members, including 1 (one) Independent Commissioner serving as chairman and member, 1 (one) internal member holding a managerial position under the Board of Directors, and 1 (one) external member, independent and meeting the requirements stipulated in POJK 34/2014. The Company’s Nomination and Remuneration Committee as of 31 December 2023 are appointed based on the Decree of the Board of Commissioners dated 21 April 2023, No. 002/IV/2023-BOC.MPPA.

Nomination and Remuneration Committee Independency

All members of the Nomination and Remuneration Committee are committed to carrying out their duties and responsibilities in an objective, professional and independent manner. Members of the Nomination and Remuneration Committee do not have family relations up to the second degree, business relations or other relations with (other) Commissioners, Directors or the majority shareholders as well as having no shareholdings in the Company.

Nomination and Remuneration Committee Charter

The Nomination and Remuneration Committee Charter has approved by the BOC on March 21, 2023 that covers the following:

1. Legal Basis
2. Function
3. Structure
4. Qualifications for Membership
5. Duties and Responsibilities
6. Meetings
7. Reporting
8. Tenure
9. Procedure for Change of Membership
10. Salaries and Facilities
11. Work Values

Duties and Responsibilities of the Nomination and Remuneration Committee

Nomination Function:

1. Execute the following procedures:
   1. Establish the composition and nomination process for the Board of Directors and/or Board of Commissioners members
   2. Formulate policies and criteria required in the nomination process for potential Board of Directors and/or Board of Commissioners members
   3. Facilitate performance evaluations of Board of Directors and/or Board of Commissioners members
   4. Develop capacity enhancement programs for Board of Directors and/or Board of Commissioners members
   5. Review and propose suitable candidates meeting the requirements as Board of Directors and/or Board of Commissioners members to the Board of Commissioners for submission to the General Meeting of Shareholders (GMS)
2. Offer recommendations to the Board of Commissioners concerning:
   1. Composition of positions for Board of Directors and/or Board of Commissioners members
   2. Nomination process policies and criteria
   3. Performance evaluation policy for Board of Directors and/or Board of Commissioners members
3. Assist the Board of Commissioners in evaluating the performance of Board of Directors and/or Board of Commissioners members based on prepared benchmarks
4. Provide suggestions to the Board of Commissioners regarding capacity enhancement programs for Board of Directors and/or Board of Commissioners members
5. Present proposal for candidates who fulfill the requirements as Board of Directors and/or Board of Commissioners members to the Board of Commissioners for submission to the GMS.

Nomination and Remuneration Committee Meetings

In accordance with OJK Regulation no. 34/POJK.04/2014 dated 8 December 2014 and the Nomination and Remuneration Committee Charter, the Committee convenes at least one meeting every quarter, with attendance by at least half of its members. Minutes of each meeting must be recorded and reported to the Board of Commissioners. The Committee has held 4 meetings within 2023.

Nomination and Remuneration Committee Report for 2023

Throughout 2023, the Nomination and Remuneration Committee undertook the following activities:

1. Reviewed the composition of the Board of Commissioners and Directors whose terms had expired or who had resigned, and prepared recommendations for the composition of the Board of Commissioners and Directors to be appointed at the GMS
2. Assisted the Board of Commissioners in implementing resolutions from the AGMS held on April 19, 2023, which granted the authority to the Board of Commissioners to determine the salaries and allowances of the Company’s Directors for the 2023 financial year
3. Evaluated the annual salaries, considering four factors: the Company’s performance, its capabilities, inflation rates, and prevailing remuneration standards in the market
4. Conducted a preliminary assessment of the potential membership structure for the Board of Commissioners and Directors. These proposals will be presented to the Board of Commissioners and subsequently approved by shareholders at the Company’s AGMS in 2024

Nomination and Remuneration Committee Profile