Nomination and Remuneration Committee
On December 10, 2015, The Company has formed the Nomination and Remuneration Committee in compliance with POJK No. 34/POJK.04/2014 dated December 8, 2014. The membership structure of the Nomination and Remuneration Committee has been re-affirmed by the BOC’s Resolution dated July 25, 2017 for the tenure of fiscal year 2017-2019. The BOC Resolution was reported to OJK with letter No. 047/ VII/2017-CSExt dated July 28, 2017.
The Nomination and Remuneration Committee was formed to support the BOC in supervising the implementation of policies on the nomination and remuneration for BOD, Board of Management and employees.
Structure and Membership
Nomination and Remuneration Committee members consists of at least 3 (three) people and the Chairman is an Independent Commissioner.
The Company’s Nomination and Remuneration Committee members are as follows:
- William Travis Saucer (Chairman/Independent Commissioner)
For a brief profile, please refer to Commissioners’ profiles.
He is also the Independent Commissioner of the Company and PT. Matahari Department Store, Tbk. Additionaly, He is also the Chairman of The Company’s Audit Committee.
- Bagus Poerboyo (Member)
He began his career in Human Resources in 1990-1994 at PT Voksel Electric Tbk, then served as General Manager HRD at PT Bukit Sentul Tbk (1994 – 2004) and as General Manager HRD at PT Matahari Putra Prima Tbk (2004 – 2013). Since 2010 until now, he has served as Head of HR Operation Corporate of PT Multipolar Tbk and Commisioners of PT Surya Cipta Investama and PT Cahaya Investama since 2014 until now. He is also a Member of Nomination and Remuneration Committee of PT Multipolar Tbk. He graduated from Universitas Pembangunan Nasional Surabaya and IPPM Jakarta.
- Alexandra Lim (Member)
Joined the Company in December 2014 as the Vice President, Division Head of HR Reward & Control. She has a broad understanding of remuneration practices in the local context and global trends in human capital, especially in the area of compensation and benefits.
She started her career in Hay Management Consultant and her last position in 1994 was Information Business Manager. She gained her HR professional skills in PT Frisian Flag Indonesia as the Corporate Compensation & Benefits Manager (2001-2007). During 2007-2014, she assumed several positions as Vice President in Rewards & Operations fields at Bank UOB, Bank Barclays Indonesia, Lippo Karawaci Tbk, Smart Tbk and Bank Mega Tbk. She is a graduate of Universitas Atmajaya, Jakarta.
Appointment of Members
Members are appointed for a term that shall not exceed the term of the current BOC. They may be appointed for one further term.
Nomination and Remuneration Committee Independency
In compliance with OJK Regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee, the independency of the Nomination and Remuneration Committee is defined as not having family relations up to the second degree, business relations or other relations with (other) Commissioners, Directors or the majority shareholders as well as having no shareholdings in the Company. To meet POJK, the Chairman of the Nomination and Remuneration Committee is an Independent Commissioner.
Nomination and Remuneration Committee Charter
The Nomination and Remuneration Committee Charter has approved by the BOC on July 28, 2017, in compliance with OJK Regulation No. 34/POJK.04/2014 on the Establishment of Nomination and Remuneration Committee.
The Nomination and Remuneration Committee Charter covers the following:
- Legal Basis;
- Qualifications for Membership;
- Duties and Responsibilities;
- Procedure for Change of Membership;
- Salaries and Facilities;
- Work Values.
Function of the Committee
- The Committee was established by and responsible to BOC in assisting to perform the functions and duties of BOC related to the Nomination of BOC, BOD and Board of Management (BoM) and Remuneration of BOC and BOD members;
- Nomination is to nominate a person to be appointed as a BOC or BOD member as well as BoM members;
- Remuneration is a reward set and given to members of the BOC, and BOD members for the positions and roles, which are granted in accordance with their duties, responsibilities and authority.
In compliance with OJK Regulation No. 34/POJK.04/2014 dated December 8, 2014 and as specified in the Nomination and Remuneration Committee, the committee should conduct a meeting at least once every quarter, and meetings should be attended by more than half the members. Every meeting must be minuted and reported to the BOC.
The Committee has conducted 4 meetings during 2018 with 100% attendance of its members, as follows:
- March 1, 2018
- May 2, 2018
- July 25, 2018
- September 7, 2018
The Committee shall report its performance of the duties, responsibilities and procedures of the Nomination and Remuneration, which has been executed to the BOC. Reports shall be made in writing and signed by all members of the Committee and disclosed in the Company’s Annual Report.