The Nomination and Remuneration Committee is formed by and is responsible to the Board of Commissioners to assist the functions and duties implementation of the Board of Commissioners regarding Nomination and Remuneration for Board of Directors members and Board of Commissioners members, as stipulated in OJK Regulation No. 34/POJK.04/2014 dated December 8, 2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.
NOMINATION AND REMUNERATION COMMITTEE CHARTER
The Board of Commissioners has prepared the Nomination and Remuneration Committee Charter that regulates its duties and responsibilities and becomes a work reference for the Committee. The Nomination and Remuneration Committee Charter was approved by the Board of Commissioners on March 31, 2015, which included:
- Introduction
- Organizational Structure
- Requirements for Committee Members
- Responsibility
- Nomination and Remuneration Committee Duties
- Authority, Rights and Obligations
- Nomination and Remuneration Committee Meeting
- Nomination and Remuneration Committee Tenure
- Closing
CRITERIA OF NIMONATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee plays a role in the process of nominating candidates for members of Board of Commissioners and Board of Directors, starting with defining criteria, conducting fit and proper test and delivering the results to the Board of Commissioners. The Committee also has the duty to evaluate the performance of Board of Commissioners and Board of Directors, and relate it to remuneration, and to propose evaluation results to the Board of Commissioners. The results of both evaluations are then submitted to the GMS for approval. The requirements for Nomination and Remuneration Committee members are as follows:
- Understand well the vision, mission and work culture of the Company.
- Have high integrity, ability, knowledge and sufficient work experience.
- Not have a personal interest that could bring a negative impact and conflict of interest on the Company.
- Have sufficient time to complete the task.
- Able to communicate and work together properly and effectively.
- Especially for the Committee Chairman, who is also an independent commissioner, the general rule is that he/ she has no relationship with the Company; members of Board of Directors; members of Board of Commissioners or major shareholders, and has no shares in the Company.
NOMINATION AND REMUNERATION COMMITTEE MEMBERSHIP
Based on the Company’s Board of Commissioners Decision concerning Changes to the Nomination and Remuneration Committee Composition, the Board of Commissioners approved and determined the changes in the Nomination and Remuneration Committee on December 31, 2018 with the following composition:
NOMINATION AND REMUNERATION COMMITTEE MEMBERS PROFILE
I nyoman mastra
Chairman of Nomination and Remuneration Committee
His profile can be seen in the Board of Commissioners Profile section in this Annual Report.
Soegiarto adikoesoemo
Member of Nomination and Remuneration Committee
His profile can be seen in the Board of Commissioners Profile section in this Annual Report.
INDEPENDENCY OF NOMINATIN AND REMUNERATION COMMITTEE INDEPENDENCY
The Nomination and Remuneration Committee is chaired by I Nyoman Mastra, an Independent Commissioner, who does not have any affiliations with Board of Commissioners, Board of Directors and major shareholders of the Company.
NOMINATIN AND REMUNERATION COMMITTEE DUTIES AND RESPONSIBILITIES
The duties and responsibilities of Nomination and Remuneration Committee as mentioned in the Nomination and Remuneration Committee Charter are as follows:
Related to nomination
- Assess and evaluate the performance of each member of Board of Directors and Board of Commissioners with regard to the implementation of good corporate governance; implementation of the Company’s overall operations, related to the actual achievement of the Company; alignment of work between the vision and mission of the Company; conformity between strategy and innovation as well as achievement in increasing shareholder value.
- Based on the above, hold discussions to propose candidates to become members of Board of Directors and Board of Commissioners to the Board of Commissioners to be used as discussion material at the GMS.
- Carry out other duties related to nomination, as assigned by the Board of Commissioners.
Related to remuneration
- Assess and evaluate the performance of each member of Board of Directors and Board of Commissioners with regard to the implementation of good corporate governance; implementation of the Company’s overall operations, related to the actual achievement of the company; alignment work between the vision and mission of the company; conformity between strategy and innovation as well as achievement in increasing shareholder value.
- Based on the above, carry out discussions to determine the amount of remuneration for each member of Board of Directors and Board of Commissioners to the Board of Commissioners to be uses as discussion material at the GMS.
- Carry out other duties related to remuneration as assigned by the Board of Commissioners.
AUTHORITIES , RIGHTS AND OBLIGATIONS AUTHORITIES
- The Nomination and Remuneration Committee may access the records or information related to employees, funds, assets and other resources of the Company that are relevant to the performance of its duties.
- In performing its duties, the Nomination and Remuneration Committee may work together with the personnel administration, finance and other departments related to its fields.
- The Nomination and Remuneration Committee may work together with third parties under the Board of Commissioners’ approval.
- Each member of Nomination and Remuneration Committee must perform their duties well and maintain the confidentiality of all Company documents, data and information. Documents, data or information may only be used for the implementation of the Committee’s tasks.
- The Nomination and Remuneration Committee in performing its duties shall take into account such things as the company’s financial performance; individual job performances; fairness; and consideration of the Company’s long-term goals and strategies and other considerations.
- The Nomination and Remuneration Committee work plan must be submitted to the Board of Commissioners.
- The Nomination and Remuneration Committee must produce a report related to the execution of its duties to the Board of Commissioners.
NOMINATION AN REMUNERATION COMMITTEE MEETINGS
The Nomination and Remuneration Committee holds regular meetings at least once in every four (4) months or as needed. In 2018, the Nomination and Remuneration Committee held 3 (three) meetings with the level of attendance as follows:
Ada pun agenda rapat Komite Nominasi dan Remunerasi adalah sebagai berikut:
NOMINATION AND REMUNERATION COMMITTEE ACTIVITY REPORT
The Nomination and Remuneration Committee carried out several nomination and remuneration activities related to the selection of candidates for Board of Commissioners and Board of Directors and proposed remuneration for Board of Commissioners and the Board of Directors.
Throughout 2018, the Nomination and Remuneration Committee has provided advice to the Board of Commissioners in the form of determining remuneration to be carried out in accordance with the performance of each Board of Directors and Board of Commissioners, related to GCG implementation, suitability of targets and achievements, Company performance and work alignment
BOARD OF DIRECTORS SUCCESSION POLICY
The Company conducts continuous employee development programs. In nominating members of Board of Directors, the Company’s priority is to look internal candidate first. The Company also has a Nomination and Remuneration Committee where one of its tasks is to examine and propose the succession planning for Board of Directors and/or Board of Commissioners. The nomination procedure is executed transparently and in accordance with the conditions and needs of the Company, as well as legislations.
The Board of Directors succession program is carried out on an ongoing basis in accordance with the needs and development of the Company’s business. Succession programs are conducted in the following manner:
- Education and training programs, whether conducted by the Company internally or by external parties.
- Delegation of authority.