Nomination & Remuneration Commitee

In this Nomination and Remuneration Committee Charter what is meant by:

Nomination and Remuneration Committee is a committee formed by and responsible to the Board of Commissioners in helping carry out the functions and duties of the Board of Commissioners related to Nomination and Remuneration for members of the Board of Directors and members of the Board of Commissioners.
A nomination is a proposal for someone to be appointed as a member of the Board of Directors or a member of the Board of Commissioners.
Remuneration is a reward that is determined and given to members of the Board of Directors and members of the Board of Commissioners because of the position and role given in accordance with the duties, responsibilities and authority of members of the Board of Directors and members of the Board of Commissioners.
The Board of Directors is an organ of the Issuer or Public Company that has the authority and is fully responsible for the management of the Issuer or Public Company for the benefit of the Issuer or Public Company, in accordance with the aims and objectives of the Issuer or Public Company and represents the Issuer or Public Company, both in and out of court in accordance with the provisions of the articles of association.
The Board of Commissioners is the organ of the Issuer or Public Company whose duty is to supervise general and / or specifically in accordance with the articles of association and provide advice to the Directors.
Independent Commissioners are members of the Board of Commissioners who come from outside the Issuer or Public Company and meet the requirements as independent commissioners./li>

The Nomination and Remuneration Committee must act independently in carrying out its duties.
In carrying out their duties, the Nomination and Remuneration Committee is responsible to the Board of Commissioners.

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 of members of the Board of Directors and / or members of the Board of Commissioners,
  2. Policies and criteria needed in the Nomination process, and
  3. Performance evaluation policy for members of the Board of Directors and / or members of the Board of Commissioners,
2. Assist the Board of Commissioners in evaluating the performance of members of the Board of Directors and / or members of the Board of Commissioners based on 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 members of the Board of Commissioners, and
4. Provide proposals for candidates who qualify as members of the Board of Directors and / or members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
Related to Remuneration Function :
1. Provide recommendations to the Board of Commissioners regarding :
  1. Remuneration Structure,
  2. Policy on Remuneration, and
  3. Amount of Remuneration.
2. Assist the Board of Commissioners in evaluating performance according to the remuneration received by each member of the Board of Directors and / or members of the Board of Commissioners.

Nomination :
In carrying out the Nomination function, the Nomination and Remuneration Committee must carry out the following procedures :
1. Prepare composition and process of nomination of members of the Board of Directors and / or members of the Board of Commissioners,
2. Prepare policies and criteria needed in the process of nominating candidates for members of the Board of Directors and / or members of the Board of Commissioners,
3. Assist in evaluating the performance of members of the Board of Directors and / or members of the Board of Commissioners,
4. Develop a capacity building program for members of the Board of Directors and / or members of the Board of Commissioners,
5. Review and propose candidates who qualify as members of the Board of Directors and / or members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
Remuneration :
1. In carrying out the Remuneration function, the Nomination and Remuneration Committee must carry out the following procedures:
  1. Preparing Remuneration structure for members of the Board of Directors and / or members of the Board of Commissioners,
  2. Prepare policies on remuneration for members of the Board of Directors and / or members of the Board of Commissioners, and
  3. Prepare the amount of Remuneration for members of the Board of Directors and / or members of the Board of Commissioners.
2. Remuneration structure can be:
  1. Salary,
  2. Honorarium,
  3. Incentive, dan/atau
  4. Allowances that are fixed and/or variable.
3. The formulation of the structure, policy and amount of Remuneration must pay attention to:
  1. Remuneration applicable to the industry in accordance with the business activities of Issuers or Public Companies of the same type and scale of business of Issuers or Public Companies in their industry,
  2. The duties, responsibilities and authority of members of the Board of Directors and / or members of the Board of Commissioners are related to the achievement of goals and performance of Issuers or Public Companies,
  3. Performance targets or the performance of each member of the Board of Directors and / or members of the Board of Commissioners, and
  4. The balance of benefits between those that are fixed and variable.
4. The structure, policy and amount of Remuneration must be evaluated by the Nomination and Remuneration Committee at least 1 (one) time in 1 (one) year.

Nomination and Remuneration Committee meetings are held periodically at least 1 (one) time in 4 (four) months.
Nomination and Remuneration Committee meetings can only be held if:
1. Attended by a majority of the members of the Nomination and Remuneration Committee, and
2. One of the majority members of the Nomination and Remuneration Committee is the Chair of the Nomination and Remuneration Committee.

Meeting Decisions
1. The decision of the Nomination and Remuneration Committee meeting is based on consensus agreement.
2. In the event that a decision based on consensus is not reached, the decision is made based on majority votes.
3. If the same number of votes occurs in decisions made by voting, the decision is made through the mechanism set out in the guidelines of the Nomination and Remuneration Committee.
4. In the case of the decision-making process there are differences of opinion, those differences of opinion must be included in the minutes of the meeting along with the reasons for the dissenting opinion.
Meeting Results
1. The results of the Nomination and Remuneration Committee meeting must be stated in the minutes of the meeting and documented by the Issuer or Public Company.
2. Minutes of the meetings of the Nomination and Remuneration Committee must be submitted in writing to the Board of Commissioners.

The Nomination and Remuneration Committee must report the implementation of the Nomination and Remuneration duties, responsibilities and procedures carried out to the Board of Commissioners.
The report is part of the report on the implementation of the duties of the Board of Commissioners and submitted at the General Meeting of Shareholders.

Disclosure
1. Issuers or Public Companies must disclose the functions related to Nomination and Remuneration in:
  1. Annual report, and
  2. Website of the Issuer or Public Company.
2. Information regarding the implementation of functions related to Nomination and Remuneration disclosed in the annual report of the Issuer or Public Company at least contains:
3. Information regarding the implementation of functions related to Nomination and Remuneration disclosed on the website of the Issuer or Public Company at least includes:
  1. Guidelines for the Nomination and Remuneration Committee
  2. A brief description of the implementation of the duties and responsibilities of the Nomination and Remuneration Committee in the financial year.

The Nomination and Remuneration Committee shall consist of at least 3 (three) members, with the following provisions:
1. 1 (one) chairman and also a member, who is an Independent Commissioner, and
2. Other members must come from:
  1. A member of the Board of Commissioners,
  2. Parties originating from outside the Issuer or Public Company concerned, or
  3. Parties occupying managerial positions under the Board of Directors in charge of human resources.
Most of the members of the Nomination and Remuneration Committee cannot come from parties who hold managerial positions under the Directors in charge of human resources.
Members of the Nomination and Remuneration Committee originating from outside the Issuer or Public Company must fulfil the following requirements:
1. Has no affiliation with the Issuer or Public Company, members of the Board of Directors, members of the Board of Commissioners, or Major Shareholders of the Issuer or Public Company,
2. Has experience related to Nomination and / or Remuneration, and
3. Not concurrently serving as another committee member owned by the Issuer or Public Company.
Members of the Board of Directors of an Issuer or Public Company cannot become members of the Nomination and Remuneration Committee.

Term of Service
1. Members of the Nomination and Remuneration Committee are appointed and dismissed based on the decision of the Board of Commissioners' meeting.
2. Members of the Nomination and Remuneration Committee are appointed for a certain term of office and may be reappointed.
3. The term of office of a member of the Nomination and Remuneration Committee is no longer than the term of office of the Board of Commissioners as stipulated in the articles of association.
4. The replacement of the members of the Nomination and Remuneration Committee who are not from the Board of Commissioners shall be made no later than 60 (sixty) days after the members of the Nomination and Remuneration Committee can no longer carry out their functions.

Issuers or Public Companies must make a documentation regarding the decision on the appointment and dismissal of members of the Nomination and Remuneration Committee.

Corporate Governance

Nomination & Remuneration Commitee