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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.
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:
Position | Name |
Chairman concurrently Member | dr. Mohammad Adib Khumaidi |
Member | Prof. Rhenald Kasali |
Member | Ho Siu May |
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.
The NR Committee has an NR Committee Charter as a guideline for its duties and functions. Provisions stipulated in NR Committee Charter include
Duties and responsibilities of NR Committee as stipulated in NR Committee Charter include nomination and remuneration functions as follows:
Regarding Nomination Functions:
Regarding Remuneration Functions:
Meeting Policy
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:
Meeting Date | Attendance | Meeting Agenda | Meeting |
January 20 | 3 people | 100% |
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April 20 | 2 people | 67% | Review of the Board of Directors KPI 2022 | |
May 27 | 3 people | 100% | Review of the Board of Directors KPI 2022 | |
June 2 | 3 people | 100% | Review of the Board of Directors and General Managers KPI 2022 | |
June 17 | 3 people | 100% | Determination of the Board of Directors and General Manager KPI 2022 | |
September 5 | 3 people | 100% |
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November 2 | 2 people | 67% | Strengthening HR Division |
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: