To ensure good corporate governance (GCG) and to increase transparency in the nomination and remuneration process, the Company complies with OJK Regulation No. 34/POJK.04/2014 dated December 8, 2014 regarding the Nomination and Remuneration Committee for Issuers or Public Companies (“POJK 34/2014”). The Board of Commissioners formed the Nomination and Remuneration Committee in accordance with OJK regulations to support the improvement of the Board of Commissioners’ and Board of Directors’ quality, competence, and responsibilities.
NOMINATION AND REMUNERATION COMMITTEE COMPOSITION
The Company’s Nomination and Remuneration Committee is composed of 3 (three) members in accordance with applicable regulations and includes the following provisions:
- One chairman of a committee who also serves as an Independent Commissioner;
- Other members can be appointed from:
- Members of the Board of Commissioners;
- Parties from outside the Company; or
- A party with a managerial position under the Board of Directors who is responsible for human resources, but who does not constitute a majority of the committee’s members.
The Board of Commissioners determined the appointment of Nomination and Remuneration Committee members with Board of Commissioners Decree No. CSS.059-2023 dated May 31, 2023, with the following composition:
- Chairman: Alexander S. Rusli
- Members:
- Bunjamin J. Mailool
- Tati Hartawan
- Bagus Purboyo
NOMINATION AND REMUNERATION COMMITTEE INDEPENDENCY
Each member of the Nomination and Remuneration Committee is obligated to adhere to the Company’s Code of Ethics in performing their duties and responsibilities in good faith, responsible, and prudent manner. Members of the committee also work within the corridors defined by applicable laws and regulations, as well as the highest and most independent standards of integrity.
DUTIES, RESPONSIBILITIES, AND ACTIVITIES OF THE NOMINATION AND REMUNERATION COMMITTEE
In performing its duties and responsibilities, the Nomination and Remuneration Committee followed the procedures of the Company’s Nomination and Remuneration Committee Charter and conducted several activities including:
I. NOMINATION FUNCTION
- Advised and provided recommendations to the Board of Commissioners on:
- composition of the Boards of Commissioners and Board of Directors;
- policies and criteria on the nomination of members for the Boards of Commissioners and Board of Directors;
- performance evaluation policies for members of the Boards of Commissioners and Board of Directors;
- Assisted the Board of Commissioners in assessing the performance of the respective members of the Boards of Commissioners and Board of Directors based on established evaluation benchmarks;
- Proposed recommendation to the Board of Directors regarding development programs for the Board of Commissioners and Board of Directors;
- Proposed eligible candidates for the Boards of Commissioners and Board of Directors to be submitted to the GMS.
II. REMUNERATION FUNCTION
- Advised and provided recommendations to the Board of Commissioners on:
- Remuneration structures;
- Remuneration policies; and
- Amount of the remuneration.
- Assisted the Board of Commissioners in assessing the merits of the remuneration scheme provided to each member of the Boards of Commissioners and Board of Directors.
REMUNERATION POLICY FOR THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS MEMBERS
As stipulated in POJK No. 34/2014 that the Nomination and Remuneration Committee advises on salaries and other benefits for the Board of Commissioners and Directors’ members where the remuneration system is defined on the basis of a formula based on performance-oriented, market competitiveness and alignment of the Company’s financial capacity.
The Board of Commissioners submits for approval at the GMS the salaries and other benefits of members of the Company’s Board of Commissioners. The Board of Commissioners determines the amount of salary and other benefits paid to members of the Board of Directors based on authority delegated by the GMS.
POLICY AND IMPLEMENTATION OF THE NOMINATION AND REMUNERATION COMMITTEE MEETINGS’ ATTENDANCE RATE AND FREQUENCY
The Nomination and Remuneration Committee is mandated to hold regular meetings, with at least 1 (one) meeting per 3 (three) months. The meeting is led by the Chairman of the Committee. A Committee’s meeting may take place if attended by:
- Chairman of the Committee; and
- The majority of the Committee’s members.
Decisions at the Nomination and Remuneration Committee meetings are based on deliberation and consensus. If there is no consensus, major decisions will be decided upon by a majority of votes. All decisions, including disputes, must be recorded in the Minutes of Meeting and must be signed by each attendee and must be submitted in a written report to the Board of Commissioners.