Composition of Nomination and Remuneration Committee
Nomination and Remuneration Committee (“NR
Committee”) established based on Decision of Board of
Commissioners No. 002/SM/SK-DEKOM/VIII/18 dated
August 28, 2018 concerning Establishment of Nomination
and Remuneration Committee.
In 2021, there were two changes in the composition of NR
Committee, which based on the Board of Commissioners
Decree No. 001/SM/SK-DEKOM/IV/2021 dated April 9,
2021 and based on the Board of Commissioners Decree
No. 003/SM/SK-DEKOM/XII/2021 dated December 15,
2021. The latest change has been reported to OJK with
letter No. 024/SM-CS/XII/2021 dated December 15, 2021.
The Committee consisting of 1 (one) Independent
Commissioner as the chairman and 2 (two) independent
external parties who meet the requirements on Regulation
of Financial Services Authority No. 34/POJK.04/2014
concerning the Nomination and Remuneration Committee
of Issuers or Public Companies.
Therefore, the composition of NR Committee as of
December 31, 2021 is as follows:
|Chairman and Member
|| Heriati Gunawan
||Venancia Sri Indrijati W
In carrying out their duties and responsibilities, all members
of NR Committee are committed to upholding GCG
principles by being objective, professional and independent.
NR Committee will not make decisions under pressure and
intervention of any party and avoid any potential conflict of
interest. All members of NR Committee do not have affiliate
relationships both in a family and business relationship with
members of Board of Commissioners, Board of Directors
and Major and/or Controlling Shareholders.
Work Guidelines for NR Committee
NR Committee has Work Guidelines for NR Committee for
implementation of their duties. These guidelines, among
others, regulate the following matters:
- Structure and office term,
- Duties and responsibilities,
- Work procedures,
- Reporting and disclosure,
Duties, Responsibilities, and Authorities
Duties and responsibilities of NR Committee as stipulated
in Work Guidelines for NR Committee cover nomination and
remuneration functions as follows:
Related to Nomination functions:
- Provide recommendations to Board of Commissioners regarding:
- Composition of members of Board of Directors and Board of Commissioners;
- Policy and criteria of nomination process; and
- Performance assessment policy for members of Board of Directors and Board of Commissioners
- Assist Board of Commissioners in performance assessment of members of Board of Directors and Board of Commissioners based on benchmarks that have been prepared as evaluation material;
- Provide recommendations to Board of Commissioners regarding competency development programs for members of Board of Directors and/or members of Board of Commissioners;
- Propose candidates who meet requirements as members of Board of Directors and/or members of Board of Commissioners to Board of Commissioners, to be submitted to GMS.
Related to Remuneration functions:
- Provide recommendations to Board of Commissioners regarding structure, policy and amount of remuneration for members of Board of Directors and Board of Commissioners.
- Assist Board of Commissioners in performance assessment and alignment with remuneration received by each member of Board of Directors and Board of Commissioners.
NR Committee Meeting
In 2021, NR Committee held 5 meetings attended by all Committee members (100% attendance).
||Nomination of new Indepentent Commissioners
||Review of 2020 KPI of Board of Directors
- Proposed salary and bonus of Board of Directors and Board of Commissioners
- Determination of 2021 KPI of Board of Directors
||Meeting with President Director regarding candidate of Head of HR
||Introduction of new member of NR Committee
Summary of NR Committee Activity Report In 2021
In 2021, the Committee carried out its functions, including:
- Discussed the nomination of Independent Commissioners candidates.
- Assisted Board of Commissioners by proposing several names of candidates.
- Conducted candidate interviews.
- Recommended 3 candidates to approved by Board of Commissioners and proposed at GMS.
- Discussed the candidate of Head of HT with the President Director.
- Discussed the remuneration of Board of Directors and Board of Commissioners.
- Assisted Board of Commissioners to review 2020 KPI of Board of Directors.
- Provided input to Board of Commissioners for the salary increase for Board of Directors in 2021 and bonus for 2020 Board of Directors performance.
- Provided input to Board of Commissioners in preparing 2021 KPI of Board of Directors.