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Nomination and Remuneration Committee

To strengthen governance and supervisory effectiveness, the Company has established a Nomination and Remuneration Committee as a supporting committee to the Board of Commissioners. This committee is formed by and accountable to the Board of Commissioners, and is assigned to assist in performing the nomination and remuneration functions for members of the Board of Directors and the Board of Commissioners. The committee is responsible for ensuring that the nomination process and remuneration policy are aligned with GCG principles, providing strategic input to the Board of Commissioners, and supporting the effectiveness of supervision over the implementation and internalization of GCG practices within the Company.

Composition of the Nomination and Remuneration Committee

In 2025, there were no changes to the composition of the Company’s Nomination and Remuneration Committee. The following is the composition of the Nomination and Remuneration Committee as of December 31, 2025

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

The Nomination and Remuneration Committee performs its duties objectively and independently, ensuring that all decisions are free from external influence and potential conflicts of interest. Each member of the Nomination and Remuneration Committee is required to comply with the principles of good governance as the basis for integrity in the nomination and remuneration determination process. Information regarding 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
Has no affiliation with the Company, members of the Board of Directors, members of the Board of Commissioners, or major shareholders of the Company. ✓ ✓ ✓
Does not hold any other committee positions within the Company. ✓ ✓ ✓
Notes:
✓ = yes
x = no
Work Guidelines or Charter of the Nomination and Remuneration Committee

The Nomination and Remuneration Committee performs its duties based on guidelines approved by the Board of Commissioners Decree No. 002/SM/SK-DEKOM/VIII/18 dated August 28, 2018, concerning the Establishment of the Company’s Nomination and Remuneration Committee and in accordance with applicable laws and regulations. These guidelines serve as a reference in providing considerations related to the nomination and remuneration of members of the Board of Commissioners and the Board of Directors. The implementation of the Committee’s duties includes:

  1. Structure and term of office;
  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 duties and responsibilities of the Nomination and Remuneration Committee include:

Nomination Function

  1. Providing recommendations to the Board of Commissioners regarding:
    • composition 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. Assisting 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 compiled as evaluation material;
  3. Providing recommendations to the Board of Commissioners regarding competency development programs for members of the Board of Directors and/ or members of the Board of Commissioners;
  4. Submitting proposals for qualified candidates 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. Providing recommendations to the Board of Commissioners regarding the structure, policy, and amount of remuneration for members of the Board of Directors and Board of Commissioners.
  2. Assisting the Board of Commissioners in assessing the performance of each member of the Board of Directors and Board of Commissioners in relation to the remuneration they receive.
NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Meeting Policy

In accordance with OJK Regulation No. 34/POJK.04/2014 and the Nomination and Remuneration Committee Guidelines, the Committee has established meeting policies that are oriented towards the effectiveness of the nomination and remuneration monitoring functions. To ensure the effectiveness of the monitoring function, Nomination and Remuneration Committee meetings are held under the following conditions:

  1. The Nomination and Remuneration Committee is required to hold meetings regularly at least once every four months;
  2. Committee meetings may only be held if:
    1. a majority of the Committee members are present; and
    2. one of the majority of Committee members, as referred to in point (a), is the Committee Chair.
  3. Resolutions are adopted based on deliberation to reach consensus. In the event that consensus cannot be reached, the resolution shall be passed by majority vote;
  4. The results of the meeting must be recorded in the minutes of the meeting and submitted in writing to the Board of Commissioners and documented by the Company;
  5. The minutes of the meeting must include any differences of opinion (if any) among Committee members and the reasons for such differences of opinion.
Implementation of the Nomination and Remuneration Committee’s Duties in 2025

Throughout 2025, the Nomination and Remuneration Committee has reviewed governance aspects, evaluated the nomination process, delete and reviewed remuneration policies. All results of these duties have been submitted to the Board of Commissioners, with the following details:

  1. Discussed and recommended the amount of salaries, allowances, and benefits for the Board of Commissioners and Directors for 2025; and
  2. Discussed the Key Performance Indicators (KPIs) for employee and Board of Directors performance evaluation, taking into account the Company’s targets for 2026.