background
Nomination and Remuneration Charter

This Charter aims to establish the vision, mission and scope of duties and positions, as well as the authority and responsibilities of the Nomination and Remuneration Committee.

Legal basis

  1. Law Number 8 of 1995 concerning Capital Market;
  2. Law Number 40 of 2007 concerning Limited Liability Companies;
  3. Regulation of the Financial Services Authority Number 34 / POJK.04 / 2014 concerning the Committee Nomination and Remuneration of Issuers or Public Companies.

Code of Ethics

  1. Committee members who are still or who are no longer serving as Committee Members, are obliged to maintain the confidentiality of documents, company information data obtained while serving as Committee Members, both from internal and external parties and only used for the purpose of carrying out their duties;
  2. Each Member of the Board of Commissioners is prohibited from taking actions that have a conflict of interest, especially those that can provide personal benefits.

Membership of the Nomination and Remuneration Committee

  1. Have integrity, objectivity, dedication and high ethical standards and are able to communicate well;
  2. Having in-depth knowledge and understanding of the duties and responsibilities of the Nomination and Remuneration Committee, applicable laws and regulations and the Company's internal policies related to their field of work;
  3. Having a comprehensive understanding of human resource management, especially relating to the nomination and remuneration of members of the Board of Commissioners and members of the Board of Directors;
  4. Able to act and carry out their work in accordance with applicable laws and regulations and the principles of Good Corporate Governance;
  5. Members of the Nomination and Remuneration Committee originating from outside the Company must fulfill the conditions of not having an affiliate relationship with the Company, members of the Board of Directors, member of the Board of Commissioners and / or the Company's major shareholders.

Nomination and Remuneration Committee Term of Office

  1. Each Committee Member is appointed and dismissed based on a decision of the Board of Commissioners meeting;
  2. The term of office of Committee members is determined by the Board of Commissioners at the time of their appointment, but does not exceed the term of office of the Board of Commissioners and can only be appointed for two consecutive periods, and the term of office of Committee members will end if:
    1. Resign;
    2. No longer meets the requirements of the applicable legislation;
    3. Death;
    4. Term of office ends;
    5. Dismissed based on the resolution of the GMS.
  3. Committee members from members of the Board of Commissioners automatically ceases as members of the Committee if they are no longer members of the Board of Commissioners;
  4. The Chairperson of the Committee who is no longer an Independent Commissioner automatically ceases to be the Chair of the Committee but can become a member of the Committee if meets the applicable regulations.

Duties and responsibilities The Nomination Committee has several tasks, including:

  1. Establish policies regarding the composition of the Board of Commissioners and Directors; criteria needed in the nomination process; and performance evaluation on members of the Board of Commissioners and Directors;
  2. Research and assess prospective Directors and Board of Commissioners before submitting their names to the Company's Shareholders to be approved as Directors and Board of Commissioners of the Company;
  3. Assess the performance of members of the Board of Commissioners and Directors based on Company policy;
  4. Research and provide recommendations to the Company's Shareholders regarding the expiration of the term of office or reappointment of the Director and Board of Commissioners in accordance with the Company's Articles of Association at each annual meeting.

The Remuneration Committee has several tasks, including:

  1. Provide recommendations to the Board of Commissioners regarding the structure, policies, and amount of remuneration from members of the Board of Directors and Board of Commissioners;
  2. Review and make recommendations regarding remuneration received by the Board of Directors and the Board of Commissioners including basic salaries, facilities, bonuses, or payments related to performance;
  3. Ensure that remuneration is in accordance with the basics of best practice;
  4. Evaluation of the structure, policies and amount of remuneration from the Board of Directors and Board of Commissioners is carried out at least once a year.

The responsibilities of the Nomination and Remuneration Committee:

  1. All Committee Members are obliged to submit a written statement on all or everything that has the potential to become a conflict of interest in the future which can affect their competence and independence;
  2. Committee members must hold confidentiality on all matters discussed and / or decided on in the Nomination and Remuneration Committee.

This charter will periodically be evaluated for improvement (if needed).

Disahkan : Jakarta
Tanggal   : 03 December 2018

NOMINATION AND REMUNERATION COMMITTEE

Mohamad Noer
Chairman Audit Committee

The Meliani Tanamas
Member of Audit Committee

×