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Nomination and Remuneration Committee

The Nomination and Remuneration Committee is a committee established by and responsible to the Board of Commissioners to assist in carrying 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.

Pursuant to POJK No. 34/POJK.04/2014 on the Establishment of the Nomination and Remuneration Committee of Issuers or Companies, the Nomination and Remuneration Committee is established by the Board of Commissioners to assist in executing the nomination and remuneration functions for the Board of Directors and Board of Commissioners.

NOMINATION AND REMUNERATION COMMITTEE COMPOSITION

As of December 31, 2024, the Company has a Nomination and Remuneration Committee consisting of 1 (one) person as head, and 2 (two) people as members. The composition of the Company's Nomination and Remuneration Committee is as follows:

Name Position
dr. Mohammad Adib Khumaidi Head of the Nomination and Remuneration Committee / Independent Commissioner
Prof. Rhenald Kasali Member
Ho Siu May Member
INDEPENDENCE OF THE NOMINATION AND REMUNERATION COMMITTEE

In carrying out its duties, the Nomination and Remuneration Committee carries out its role impartially, professionally, and independently, ensuring that its decisions are free from external pressure and conflicts of interest. Each member of the Nomination and Remuneration Committee is obliged to uphold the principles of GCG. Information on the independence of the Company's Nomination and Remuneration Committee is as follows:

Independence Criteria dr. Mohammad Adib Khumaidi Prof. Rhenald Kasali Ho Siu May
Not affiliated with the Company, members of the Board of Directors, members of the Board of Commissioners or the Company’s Major Shareholders. ✓ ✓ ✓
Not holding concurrent positions as members of other committees owned by the Company. ✓ ✓ ✓
Notes:
✓ = yes
x = no
NOMINATION AND REMUNERATION COMMITTEE CHARTER

The Nomination and Remuneration Committee Charter are formulated based on prevailing laws and regulations and have been ratified under the Decree of the Board of Commissioners No. 002/SM/SK-DEKOM/VIII/18 on the Establishment of the Company's Nomination and Remuneration Committee dated August 28, 2018. The Nomination and Remuneration Committee Charter serves as a reference for the Committee in carrying out its duties and responsibilities in providing considerations related to nomination and remuneration for members of the Board of Commissioners and Board of Directors. The Nomination and Remuneration Committee Charter includes:

  1. Structure and office terms;
  2. Duties and responsibilities;
  3. Work procedures;
  4. Meetings;
  5. Reporting and disclosure; and
  6. Budget.
DUTIES AND RESPONSIBILITIES OF THE NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has the following duties and responsibilities:

Nomination Function

  1. Provide recommendations to the Board of Commissioners regarding:
    • composition of members of the Board of Directors and Board of Commissioners;
    • nomination process policies and criteria; and
    • performance evaluation policies for members of the Board of Directors and Board of Commissioners.
  2. Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and Board of Commissioners based on benchmarks that have been prepared as evaluation materials;
  3. Provide recommendations to the Board of Commissioners regarding the program for developing the capabilities of members of the Board of Directors and/or members of the Board of Commissioners;
  4. Provide proposals for candidates who meet the requirements 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 Function

  1. Provide recommendations to the Board of Commissioners regarding the structure, policies, and amount of remuneration for members of the Board of Directors and Board of Commissioners.
  2. Assist the Board of Commissioners in assessing performance according to the remuneration received by each member of the Board of Directors and Board of Commissioners.
NOMINATION AND REMUNERATION COMMITTEE MEETING

Meeting Policy

In accordance with OJK Regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers and Public Companies; and the Nomination and Remuneration Committee Charter, the Nomination and Remuneration Committee’s meeting policy focuses on the following matters:

  1. The Nomination and Remuneration Committee is required to hold regular meetings at least once in 4 (four) months;
  2. Committee meetings may only be held if:
    1. attended by a majority of the Committee members; and
    2. one of the majority of the Committee members as referred to in letter (a) is the Head of the Committee.
  3. Decision-making is based on deliberation to reach consensus. In the event that deliberation to reach consensus is not achieved, decisions are made based on a majority vote.
  4. The results of the meeting must be stated in the minutes of the meeting and submitted in writing to the Board of Commissioners and documented by the Company.
  5. Minutes of the meeting must contain dissenting opinion (if any) of the Committee members and the reasons for the dissenting opinion.

Frequency of Attendance of the Nomination and Remuneration Committee Meetings

In 2024, the Nomination and Remuneration Committee held Committee meetings, both internally and with the Board of Commissioners, Board of Directors or other functions. Information on the frequency of attendance of the Nomination and Remuneration Committee meetings is as follows:

Name Position Total Meetings Attendance Attendance Percentage (%) Meeting
dr. Mohammad Adib Khumaidi Head of Nomination and Remuneration Committee/Independent Commissioner 4 4 100
Prof. Rhenald Kasali Member 4 4 100
Ho Siu May Member 4 4 100
IMPLEMENTATION OF THE NOMINATION AND REMUNERATION COMMITTEE'S DUTIES IN 2024

As of December 31, 2024, the Company's Nomination and Remuneration Committee has carried out the following duties:

  1. Discuss and recommend the amount of salary, allowances, and benefits for the Board of Commissioners and Board of Directors for 2024;
  2. Discuss Key Performance Indicators (KPI) for employee and Board of Directors assessment by considering the Company's targets for 2025.