Commissioners Nomination and Remuneration Committee

Committee Charter/Guidelines

The work guidelines of the Nomination and Remuneration Committee that regulates the purpose of establishment, membership, authorities, duties and responsibilities, position, work and meeting ethics. This charter is the Committee’s guidelines to perform its duties and responsibilities in supporting an effective implementation of the Board of Commissioners’ duties and responsibilities regarding HR management. The Nomination and Remuneration Committee charter was ratified by the Board of Commissioners on May 12, 2015. No amendments were made until 2017.

Appointment and Dismissal

The Nomination and Remuneration Committee is established by the Board of Commissioners to support the effective implementation of the duties and responsibilities of the Board of Commissioners, especially in the nomination and remuneration Policy.

Committee Structure

Pursuant to the prevailing provisions, the structure and membership of the Company’s Nomination and Remuneration Committee is as follows:

1. The members of the Committee shall consist of at least 3 (three) members, including an Independent Commissioner, a Commissioner, and an Executive of one level below the Board of Directors that is in charge in HR Policy (ex officio).
2. In the event that the Committee has more than 3 (three) members, the Independent Commissioner must make up of at least 2 (two) members.
3. The Board of Commissioners may appoint an Independent Party to be a member of the Committee, with the following criteria:
   1. Must meet the following requirements:
      1. Has no Affiliations with the Company, members of the Board of Directors, members of the Board of Commissioners, or the Company’s Controling Shareholder;
      2. Has experience in the Nomination and/or Remuneration; and
      3. Has no concurrent position in other committees of the Company.
   2. Appointed by the Board of Commissioners through a recruitment and selection mechanism
4. The maximum term of office is 2 (two) years and may be renewed for the next period by considering the term of office of the Board of Commissioners and the applicable contract employees’ regulations in the Company, with the possibility of termination by the Board of Commissioners prior to the expiration of the contract. Members of the Board of Directors are prohibited to be a Committee member.
5. Committee Members are appointed by the Board of Directors pursuant to the decision of the Board of Commissioners’ meeting.
6. Committee Members are appointed for certain term of office and can be reappointed.
7. The term of office of members is not exceeding the term of office of the Board of commissioners as stipulated in the articles of association.oard of Commissioners as stipulated in the articles of association.

The Nomination and Remuneration Committee consists of a Chairman who is an Independent President Commissioner and members consisting of all members of the Board of Commissioners and an Executive, namely the Head of the Human Resources Management Division. This structure and composition are in accordance with the provisions of POJK No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers or Public Companies and POJK No. 45/POJK.03/2015 on the Implementation of Governance in Providing Remuneration for Commercial Banks.

Membership Composition

As of July 28, 2021, the membership composition are as follows:

Committee Membership

1. Committee Members shall consist of at least:
   1. an Independent Commissioner;
   2. an Independent Party with expertise in finance; and
   3. an Independent Party with expertise in risk management.
2. The Independent Parties who are considered to have expertise in finance shall meet the following criteria:
   1. Have knowledge in economics, finance and/or banking; and
   2. Have at least 5 (five) years of experience in economics, finance and/or banking.
3. The Independent Parties who are considered to have expertise in risk management shall meet the following criteria:
   1. Have knowledge in risk management;
   2. Have at least 2 (two) years of experience in finance and/or banking risk management.
4. The Independent Parties shall meet the following requirements:
   1. Have not receive any compensation from the Company and its subsidiaries, or affiliates, except wages, salaries and other facilities related to the duties performed as members of the Risk Management Oversight Committee;
   2. Have no family or financial relations with the Board of Directors and Board of Commissioners;
   3. Have no concurrent position in the Company and other companies affiliated to the Company;
   4. Have no duties, responsibilities and authorities that may cause any conflict of interest;
   5. Have no concurrent position as a member of the Board of Commissioners, Secretary of the Board of Commissioners, Staff of the Secretary of the Board of Commissioners and members of the Committee in other SOEs or companies; and 
   6. Not contrary to other provisions and legislations.
5. Former members of the Board of Directors or Executives of the Company or other parties with relation to the Company that may affect their ability to act independently may not become an Independent Party of the Committee, before undergoing a 6 (six) month cooling off period. The cooling off period to become an Independent Party shall not apply to former members of the Board of Directors or Executives who have only perform supervisory functions for less than 6 (six) months.
6. The appointment of Committee members from Independent Parties shall be as follows:
   1. Appointed by the Board of Commissioners through a recruitment and selection mechanism;
   2. The maximum term of office is 2 (two) years and may be renewed for the next period with due consideration to the term of office of the Board of Commissioners and the applicable contract employees’ regulations in the Company, with the possibility of termination by the Board of Commissioners prior to the expiration of the contract.
7. Members of the Board of Directors are prohibited to be a Committee member.
8. Members of the Committee are appointed by the Board of Directors pursuant to the decision of the Board of Commissioners’ meeting