Nomination and Remuneration Committee


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 GUIDELINE

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

Agus Toni Sutirto
60 years
Indonesian Citizen
Chairman 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
Kamarudin bin Meranun
57 years
Malaysian Citizen
Member of Nomination and Remuneration Committee
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
Pin Haris
49 years
Indonesian Citizen
Member of Nomination and Remuneration Committee
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
Nur Septiana
30 years
Indonesian Citizen
Member of Nomination and Remuneration Committee
Terms of Office 5 (five) years
Appointment Basis Board of Commissioners Decree No. AAID/SK-DK/10-2018/008
Educational Background Bachelors in Management – Faculty of Economics, University of Gadjah Mada, 2006-2010
Professional Experience 2016–Current: People Expertise Manager, PT Indonesia AirAsia
2015–2016: Human Resources Business Partner for all division, PT Indonesia AirAsia Extra.
2014-2015: Human Resources Business partner for Non-Revenue Division, PT Sampoerna Financial Group.
2010-2014: First Senior Manager in Operations Improvement, PT Bank Mandiri Tbk

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 2018

  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 2018, 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 09-07-2018 1. Committee Organization & Reporting;
2. Functions;
3. 2018 Meeting Agenda;
4. Signing Document: Pedoman Komite Nominasi & Remunerasi.
2 24-10-2018 1. Updated Organization Chart;
2. Position Changes.