In supporting the effectiveness of the duties of the Board of Commissioners and ensuring that the diversity of the composition of the Board of Commissioners and Board of Directors and composed of individuals with the highest integrity, the Company has established the Nomination and Remuneration Committee. In addition, the Committee also provides recommendations to the Boards in relation to the remuneration package of members of the Board of Commissioners and Board of Directors.

Legal Basis Of Establishment

The Company's Nomination and Remuneration Committee was established based on POJK 34/2014 concerning Nomination and Remuneration committees for Issuers or Public Companies.

Board of Director Decree No.AAID/SK-DK/08-2023/006 dated 15 August 2023

Nomination And Remuneration Committee Charter

The Company’s Nomination and Remuneration Committee has a Committee Charter as approved by the Board of Commissioners dated 1 October 2018, which contains work 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 Committee Head 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) 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; and/or
   • 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.

Nomination and Remuneration Committee Profile

Committee Independence

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 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 Activities In 2022

1. Identify and propose candidates for members of the Board of Directors and members of the Board of Commissioners who meet the requirements for approval from the GMS.
2. Review and determine/propose the remuneration structure for members of the Board of Directors and members of the Board of Commissioners.
3. Review existing nomination and remuneration policies, including those related to performance appraisal policies, resignation policies, development programs and succession plans.
4. Perform performance assessment of members of the Board of Directors and Board of Commissioners through the established assessment process and criteria.

Nomination And Remuneration Committee Meeting

The Nomination and Remuneration Committee Meeting is regulated as follows:

1. The Nomination and Remuneration Committee Meeting is held at least once in 3 (three) months;
2. The Nomination and Remuneration committee meeting can only be held if attended by more than half (1/2) of the members;
3. Resolutions of the Nomination and Remuneration committee meetings are taken based on deliberation to reach a consensus.
4. Each Nomination and Remuneration committee meeting is stated in the Minutes of Meeting including any dissenting opinions signed by all members of the Nomination and Remuneration Committee present and submitted to the Board of Commissioners.

In 2022, the Nomination and Remuneration Committee held 4 (four) meetings with a 100% attendance rate of committee members with the following description:

Meeting Agenda