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Nomination and Remuneration Committee

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:

Position Name
Chairman and Member Segara Utama
Member Heriati Gunawan
Member Venancia Sri Indrijati W
Independency Statement

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:

  1. Structure and office term,
  2. Duties and responsibilities,
  3. Work procedures,
  4. Meetings,
  5. Reporting and disclosure,
  6. Budget.
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:

  1. 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
  2. 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;
  3. Provide recommendations to Board of Commissioners regarding competency development programs for members of Board of Directors and/or members of Board of Commissioners;
  4. 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:

  1. Provide recommendations to Board of Commissioners regarding structure, policy and amount of remuneration for members of Board of Directors and Board of Commissioners.
  2. 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).

Meeting Date Meeting Agenda Committee Attendance Meeting
January 6 Nomination of new Indepentent Commissioners 100%
February 4 Review of 2020 KPI of Board of Directors 100%
April 20
  • Proposed salary and bonus of Board of Directors and Board of Commissioners
  • Determination of 2021 KPI of Board of Directors
100%
May 20 Meeting with President Director regarding candidate of Head of HR 100%
June 24 Introduction of new member of NR Committee 100%
Summary of NR Committee Activity Report In 2021

In 2021, the Committee carried out its functions, including:

  1. Discussed the nomination of Independent Commissioners candidates.
    1. Assisted Board of Commissioners by proposing several names of candidates.
    2. Conducted candidate interviews.
    3. Recommended 3 candidates to approved by Board of Commissioners and proposed at GMS.
  2. Discussed the candidate of Head of HT with the President Director.
  3. Discussed the remuneration of Board of Directors and Board of Commissioners.
    1. Assisted Board of Commissioners to review 2020 KPI of Board of Directors.
    2. Provided input to Board of Commissioners for the salary increase for Board of Directors in 2021 and bonus for 2020 Board of Directors performance.
    3. Provided input to Board of Commissioners in preparing 2021 KPI of Board of Directors.