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Nomination and Remuneration Committee

The Nomination and Remuneration Committee is formed by the Board of Commissioners to assist in carrying out the nomination and remuneration functions for the Board of Directors and the Board of Commissioners. Establishment of a Nomination and Remuneration Committee based on the mandate of the Board of Commissioners referring to POJK Regulation No. 34/POJK.04/2014 on the Establishment of the Nomination and Remuneration Committee of the Issuer or the Company.

STRUCTURE AND COMPOSITION OF NOMINATION AND REMUNERATION COMMITTEE MEMBERS IN 2023

In 2023 there are no changes in the composition and structure of the Nomination and Remuneration Committee.

Name Position Basis of Appointment Term of Office
dr. Mohammad Adib Khumaidi Chairman of the Nomination and Remuneration Committee/ Independent Commissioner Decree of the Board of Commissioners No. 001/SM/SK-DEKOM/XI/22 dated November 30, 2022 2022 – 2025
Prof. Rhenald Kasali Member Decree of the Board of Commissioners No. 001/SM/SK-DEKOM/XI/22 dated November 30, 2022 2022 – 2025
Ho Siu May Member Decree of the Board of Commissioners No. 001/SM/SK-DEKOM/XI/22 dated November 30, 2022 2022 – 2025
INDEPENDENCY OF THE NOMINATION AND REMUNERATION COMMITTEE

Each member of the Nomination and Remuneration Committee is dedicated to upholding the principles of Good Corporate Governance (GCG) in executing their duties and responsibilities. They approach their roles with impartiality, professionalism, and independence, ensuring that their decisions are free from external pressures and conflicts of interest. Furthermore, the committee members ensure they have no familial or business ties with the Board of Commissioners, the Board of Directors, the Principal Shareholders, and/or any controlling parties. The following shows the independency aspect of each of the Nomination and Remuneration Committee:

Independency Aspect 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 Commissioner, or Major Shareholders of the Company. ✓ ✓ ✓
No concurrent positions as other committee members owned by the Company ✓ ✓ ✓
Notes:
✓ = yes
x = no
NOMINATION AND REMUNERATION COMMITTEE CHARTER

The Nomination and Remuneration Committee Guidelines serve as a reference for the Committee in carrying out their tasks and responsibilities in providing recommendations related to the nomination and remuneration for the members of the Board of Commissioners and Board of Directors.

The Nomination and Remuneration Committee Guidelines have been prepared under the prevailing regulations and have been ratified based on the Board of Commissioners Decree No. 002/SM/SK-DEKOM/VIII/18 concerning Establishment of the Nomination and Remuneration Committee dated August 28, 2018. The Company conducts periodic reviews of the Nomination and Remuneration Committee Guidelines and concluded that the document is still relevant and in accordance with the prevailing laws and regulations.

Provisions stipulated in the Nomination and Remuneration Committee Charter include:

  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

Based on the Nomination and Remuneration Committee Guidelines, the Nomination and Remuneration Committee has the following duties and responsibilities:

In relation to the function of Nomination, among others:

  1. To provide recommendations to the Board of Commissioners related to:
    • The composition of members of the Board of Directors and the Board of Commissioners;
    • The policy and standards of the nomination process; and
    • The policy on performance evaluation for members of the Board of Directors and the Board of Commissioners.
  2. To assist the Board of Commissioners in evaluating the performance of members of the Board of Directors and the Board of Commissioners based on standards that have been prepared as evaluation material;
  3. To provide recommendations to the Board of Commissioners regarding capacity-building programs for members of the Board of Directors and/ or members of the Board of Commissioners;
  4. To provide recommendation 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 presented to the GMS.

In relation to the function of Remuneration; among others:

  1. To provide recommendations to the Board of Commissioners regarding the structure, policies, and amount of remuneration for members of the Board of Directors and the Board of Commissioners.
  2. To assist the Board of Commissioners in evaluating performance according to the remuneration received by each member of the Board of Directors and the Board of Commissioners.
NOMINATION AND REMUNERATION COMMITTEE MEETINGS

Meeting Policy

In accordance with Financial Services Authority Regulation No. 34/POJK.04/2014 regarding the Nomination and Remuneration Committee of Issuers and Public Companies; and the Guidelines for the Nomination and Remuneration Committee, the Nomination and Remuneration Committee has a meeting policy focused on the following matters:

  1. Nomination and Remuneration Committee must hold regular meetings at least 1 (one) time in 4 (four) months;
  2. Committee meeting can only be held if:
    1. it is attended by the majority of the Committee’s members, and
    2. one of the majority of the Committee’s members as referred to in letter (a) is the Chairman of the Committee.
  3. Decision making based on deliberation to reach a consensus. If deliberation for consensus is not reached, decisions are taken based on majority votes.
  4. The results of meeting must be recorded in the minutes of meeting and submitted in writing to the Board of Commissioners and documented by the Company.
  5. Minutes of meeting should record the dissenting opinion (if any) from Committee members, and the reason for the dissenting opinions.

Meeting Frequency, Agenda, and Attendance Rate

In 2023, the Nomination and Remuneration Committee held 2 (two) meetings attended by all Committee members. The committee meeting may invite the Company’s internal parties, including the Board of Commissioners, the Board of Directors, or other functions if needed. Dates, meeting agenda, and attendance rate of committee members are as follows:

Meeting Date Attendance Meeting Agenda Meeting
July 4, 2023 3 people | 100% Board of Directors KPI review
July 18, 2023 3 people | 100% KPI presentation to the Board of Directors
SUMMARY OF THE NOMINATION AND REMUNERATION COMMITTEE ACTIVITIES IN 2023

The Nomination and Remuneration Committee performed the following duties and responsibilities referring to the Nomination and Remuneration Committee Charter, the Board of Commissioners directives, and the applicable laws and regulations:

  1. Prepare recommendations for the remuneration of the Board of Directors and the Board of Commissioners to obtain approval from the General Meeting of Shareholders.
  2. Assist the Board of Commissioners in following up on the decisions of the Annual General Meeting of Shareholders which delegates authority to the Board of Commissioners to determine the salary and allowances of the Company's Board of Directors for the fiscal year 2023.
  3. Support the Board of Commissioners in reviewing the achievement of the Board of Directors' KPIs for the year 2022.
  4. Propose to the Board of Commissioners regarding the salary increase for the Board of Directors for the year 2023 and bonuses for the Board of Directors' performance in 2022.
  5. Develop the KPIs for the Board of Directors for the year 2023.