Nomination and Remuneration Committee


The Nomination and Remuneration Committee is responsible to support the effectiveness of the Board of Commissioners duties and to ensure the diversity of the composition of the Board of Commissioners and Board of Directors and composed of individuals with the highest integrity. In addition, the Committee is also tasked to provide recommendations to the Boards in relation to the remuneration package of members of the Board of Commissioners and Board of Directors.

LEGAL REFERENCES

The establishment of the Company’s Nomination and Remuneration Committee refers to POJK 34/2014 on the Nomination and Remuneration Committee of Issuer or Public Company.

NOMINATION AND REMUNERATION COMMITTEE CHARTER

The Company’s Nomination and Remuneration Committee has a Committee Charter as approved by the Board of Commissioners in October 1th 2018, which contains working guideline including the duties and responsibilities and the implementation of Committee Meeting.

STRUCTURE AND MEMBERSHIP

The Company’s Nomination and Remuneration Committee consists of a Chairman of the Committee who is also an Independent Commissioner and 2 (two) members that are members of the Board of Commissioners, with the following conditions:

  1. 1 (one) chairman concurrently a member, who is an Independent Commissioner of the Company specifically appointed by the Board of Commissioners.
  2. The party appointed as other member of the Nomination and Remuneration Committee as follows:
    • currently serving member of the Board of Commissioners of the Company; and/or
    • external party; and/or
    • party with managerial position under the Board of Directors in charge of human resources, provided that most members of the Nomination and Remuneration Committee as stipulated in this provision cannot come from party with managerial position in charge of human resources.

NOMINATION AND REMUNERATION COMMITTEE PROFILE

Kamarudin bin Meranun
58 years
Malaysian Citizen
Chairman of Nomination and Remuneration Committee/Commisioner
Terms of Office 5 (five) years
Appointment Basis Board of Commissioners Decree No. AAID/SK-DK/10-2018/008
Educational Background As disclosed in Profile of the Board of Commissioners on page 51 of Annual Report
Professional Experience As disclosed in Profile of the Board of Commissioners on page 51 of Annual Report
Agus Toni Sutirto
61 years
Indonesian Citizen
Member of Nomination and Remuneration Committee/Independent Commissioner
Terms of Office 5 (five) years
Appointment Basis Board of Commissioners Decree No. AAID/SK-DK/10-2018/008
Educational Background As disclosed in Profile of the Board of Commissioners on page 52 of Annual Report
Professional Experience As disclosed in Profile of the Board of Commissioners on page 52 of Annual Report
Pin Haris
50 years
Indonesian Citizen
Member of Nomination and Remuneration Committee/Commissioner
Terms of Office 5 (five) years
Appointment Basis Board of Commissioners Decree No. AAID/SK-DK/10-2018/008
Educational Background As disclosed in Profile of the Board of Commissioners on page 51 of Annual Report
Professional Experience As disclosed in Profile of the Board of Commissioners on page 51 of Annual Report
Brian Handoko
Indonesian Citizen
Member of Nomination and Remuneration Committee
Educational Background
  • University of Indonesia (1988 - 1993)
    Psychologist - Best graduate of the year 1993 and Receiver of Supersemar Scholarship.
  • University of Indonesia (2015 – 2017)
    Magister Management in International Economic & Finance - Sampoerna Foundation Scholarship Award.
Professional Experience
  • 2019 - 2020: HR Director – VIVERE Group
  • 2015 - 2019: Group Human Capital Director – SAMATOR Group Surabaya
  • 2012 - 2015: Group HR & Govt. Relation Director – PT Great Giant Food Subsidiary Company of Gunung Sewu Group Jakarta, Lampung
  • 2009 - 2012: HR Country Director – IMC Pan Asia Alliance HK, Singapore, Jakarta
  • 2006 - 2009: Executive Director in HR – Sampoerna Strategic Group Jakarta, Balikpapan
  • 2004 – 2006: Director, People Group – PT Binar Konsulting Indonesia Jakarta
  • 2002 - 2004: General Manager, Human Resources & General Affairs PT Thames Water – subsidiary of RWE Group Germany Reading UK, Jakarta
  • 1997 – 2002: Senior Manager, Human Resources – PT SMART Tbk Subsidiary of Sinar Mas Plantation Group Jakarta

Independency of Committee

In reference to the NRC Charter, the Nomination and Remuneration Committee carries out professional and independent duties and responsibilities, without any interference from any parties and shall aligned with the prevailing laws and regulations. All Committee Members shall and have signed the Independence Statement during the committee establishment.

Duties and Responsibilities

The Nomination and Remuneration Committee has the following duties and responsibilities:

  1. Related to Nomination function:
    1. Provide recommendations to the Board of Commissioners on:
      • Composition of the position of members of the Board of Directors and/or members of the Board of Commissioners;
      • Policy and criteria as required in the Nomination process; and
      • Performance evaluation policy for members of the Board of Directors and/or members of the Board of Commissioners;
    2. Assisting the Board of Commissioners to evaluate the performance of members of the Board of Directors and members of the Board of Commissioners on benchmarks basis that have been prepared as an evaluation material;
    3. Provide recommendations to the Board of Commissioners regarding the capacity building program for members of the Board of Directors and/or members of the Board of Commissioners; and
    4. Provide proposal of potential candidate as members of the Board of Directors and/or members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
  2. Related to Remuneration function:
    1. Provide recommendations to the Board of Commissioners on:
      • Remuneration structure in the form of salary, honorarium, incentive; and/or fixed or variable benefits
      • Remuneration policy; and
      • Amount of Remuneration
    2. Assisting the Board of Commissioners to conduct performance appraisals with the completion of remuneration received by each member of the Board of Directors and/or members of the Board of Commissioners.

NOMINATION AND REMUNERATION COMMITTEE ACTITIVIES IN 2019

  1. Identify and propose candidate that fulfill the requirements as member of the Board of Directors and member of the Board of Commissioners to obtain approval from the GMS.
  2. Review and determine/ propose the remuneration structure for member of the Board of Directors and member of the Board of Commissioners.
  3. Review existing nomination and remuneration policy, among others, related to performance appraisal policy, resignation policy, development program and succession plan.
  4. Conduct performance assessment of member of the Board of Directors and the Board of Commissioners through the established assessment process and criteria.

Nomination and Remuneration Committee Meeting

The Nomination and Remuneration Committee Meeting Policy is regulated as follows:

  1. The Nomination and Remuneration Committee convenes meeting at least 1 (one) time in 3 (three) months;
  2. The Nomination and Remuneration Committee meeting can only be held if more than half (1/2) of the members are attended;
  3. The decision of the Nomination and Remuneration Committee Committee Meeting is taken based on deliberation to reach consensus.
  4. Every Nomination and Remuneration Committee Meeting is included in the Minutes of Meeting including if there is dissenting opinion signed by all present members of the Nomination and Remuneration Committee and submitted to the Board of Commissioners.

In 2019, the Nomination and Remuneration Committee held 2 (two) Meetings with 100% attendance from Committee members with meeting details as follows:

NO DATE MEETING AGENDA
1 01-03-2019 1. New Head Introduction
2. Explanation for Compensation and Benefits in IAA
3. Input from the Board
2 29-10-2019 1. Individual Cost /Aircraft
2. Net/Gross based salary
3. Pension Fund
4. Input from the Board

Meeting Frequency and Attendance

NO NAME TITLE TOTAL MEETING ATTENDANCE %
1 Kamarudin bin Meranun Chairman 2 2 100
2 Agus Toni Sutirto Member 2 2 100
3 Pin Harris Member 2 2 100
4 Brian Handoko Member 1 1 100