Nomination and Remuneration Committee

The nomination and Remuneration Committee is established by and is responsible to the Board of Commissioners to assist the Board of Commissioners in carrying out its functions and duties relating to the Nomination and Remuneration of the Board of Directors and the Board of Commissioners members, including the Board of Directors and the Board of Commissioners members of its subsidiaries.

Composition of Nomination and Remuneration Committee

The Nomination and Remuneration Committee (hereinafter referred to as the NR Committee) consists of an Independent Commissioner as the Chairman and 1 (one) internal party who holds a managerial position under the Board of Directors and 1 (one) independent external party as a member who has fulfilled the requirements of the Financial Services Authority Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.

In 2022 there was a change in the composition of the NR Committee for the term of 2022 – 2025 based on the Board of Commissioners Decree Number: 001/SM/SKDEKOM/XI/22 dated November 20, 2022. Therefore, the composition of the NR Committee as of December 31, 2022, is as follows:

Statement of Independency

All members of the NR Committee are committed to carrying out their duties and responsibilities by upholding GCG principles and being objective, professional, and independent. NR Committee will not make decisions under the pressure and intervention of any party and avoid any potential conflict of interest. The NR Committee members do not have affiliate relationships both in a family and business relationship with members of the Board of Commissioners, the Board of Directors, and Major and/or Controlling Shareholders.

NR Committee Charter

The NR Committee has an NR Committee Charter as a guideline for its duties and functions. Provisions stipulated in NR 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

Duties and responsibilities of NR Committee as stipulated in NR Committee Charter include nomination and remuneration functions as follows:

NR Committee Meetings

Meeting Policy

1. NR 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 2022, NR Committee held seven 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:

Summary of NR Committee Activities in 2022

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

1. Prepared recommendation for remuneration of the Board of Directors and the Board of Commissioners for GMS approval.
2. Assisted the Board of Commissioners in following up on the AGMS resolution which delegated authority to the Board of Commissioners to determine salary and benefit of the Board of Directors of the Company for the financial year 2022.
3. Assisted the Board of Commissioners in reviewing the achievements of the Board of Directors’ KPIs in 2021.
4. Proposed to the Board of Commissioners regarding the salary increase for the Board of Directors in 2022 and bonuses for the Board of Directors in 2021.
5. Developed KPI Directors in 2022.