The Company has established a Nomination and Remuneration Committee as a supporting body of the Board of Commissioners, tasked with ensuring that the nomination process for the Board of Commissioners and Board of Directors includes individuals who possess integrity and high-quality diversity. In addition, the Nomination and Remuneration Committee is responsible for providing recommendations to the Board of Commissioners and Board of Directors regarding the remuneration system for members of the Board of Directors and Board of Commissioners.

Legal Basis

The Nomination and Remuneration Committee of the Company was established based on the provisions of the OJK Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies. The establishment of the Nomination and Remuneration Committee aims to ensure the implementation of corporate governance, especially in carrying out duties and responsibilities in the field of nomination and remuneration in a transparent and accountable manner, in accordance with applicable laws and regulations.

Board of Director Decree No.AAID/SK-DK/08-2024/006 dated 27 August 2024

Board of Director Decree No.AAID/SK-DK/02-2025/001 dated 24 February 2025

Nomination and Remuneration Committee Charter

The Company has a Nomination and Remuneration Committee Charter that was approved by the Board of Commissioners on October 1, 2018. This Charter serves as a work guideline for the Nomination and Remuneration Committee in carrying out its duties and responsibilities, as well as the execution of Committee meetings.

The Nomination and Remuneration Committee Charter consists of:

1. Background;
2. Structure, Membership, Evaluation, and Term of Office;
3. Duties, Responsibilities, and Authorities;
4. Committee Meetings;
5. Activity Reporting;
6. Closing.

Structure and Membership of Nomination and Remuneration Committee

Based on the Nomination and Remuneration Committee Charter, consisting the membership of the Company’s Nomination and Remuneration Committee must meet the following requirements:

1. 1 (one) head who also serves as Committee member and Independent Commissioner of the Company appointed by the Board of Commissioners.
2. Parties appointed as other members of the Nomination and Remuneration Committee are as follows:
   • Members of the Company's incumbent Board of Commissioners;
   • External parties of the Company; and/or
   • Parties holding managerial positions under the Board of Directors in charge of human capital, provided that most of the members of the Nomination and Remuneration Committee as stipulated in this provision cannot come from parties with managerial positions in charge of human capital.

Composition of Nomination and Remuneration Committee

Nomination and Remuneration Committee Independence

In accordance with the Nomination and Remuneration Committee Charter, all members of the Committee carry out their duties and responsibilities independently. All members of the Nomination and Remuneration Committee do not have any financial, management, share ownership, and/or family relationships with the Board of Commissioners, the Board of Directors, and/or the Controlling Shareholder, or relationships with the Company that may affect their ability to act independently. All independence requirements of the Audit Committee have also been stipulated in the Independence Statement Letter at the time of the committee's formation.

Duties and Responsibilities

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

1. Related to the Nomination function:
   1. Provide recommendations to the Board of Commissioners regarding:
      • 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. Assist the Board of Commissioners in evaluating the performance of members of the Board of Directors and members of the Board of Commissioners based on benchmarks that have been prepared;
   3. Provide recommendations to the Board of Commissioners regarding capacity building programs for members of the Board of Directors and/or members of the Board of Commissioners; and
   4. Propose candidates who meet the requirements 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 the Remuneration function:
   1. Provide recommendations to the Board of Commissioners regarding:
      • Remuneration structure in the form of salary, honorarium, incentives; and/or fixed or variable allowances;
      • Remuneration policy; and
      • Amount of Remuneration.
      • Assisting the Board of Commissioners in evaluating performance according to the Remuneration received by each member of the Board of Directors and/or members of the Board of Commissioners.

Nomination and Remuneration Committee Meetings

The Audit Committee Meeting Policy is based on the Company's Audit Committee Charter, which is described as follows:

1. The Audit Committee holds regular meetings at least 1 (one) time in 3 (three) months;
2. Audit Committee meetings can only be held if attended by more than half (1/2) of the members;
3. Audit Committee Meeting decisions are made based on deliberation to reach a consensus;
4. Each Audit Committee Meeting is set forth in the Minutes of Meeting including any dissenting opinions signed by all members of the Audit Committee present and submitted to the Board of Commissioners.

Throughout 2024, the Nomination and Remuneration Committee has conducted 3 (three) times meetings. Information regarding the frequency of attendance and agenda of the Nomination and Remuneration Committee meetings is as follows:

Meeting Agenda