Nomination and Remuneration Committee


Nomination and Remuneration Charter 1.20 MB

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 6, 2020 for the tenure of fiscal year 2020-2022. The BOC Resolution was reported to OJK with letter no. 043/ VII/2020-CSExt dated July 14, 2020.

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 people and the Chairman is an Independent Commissioner.

The Company’s Nomination and Remuneration Committee members are as follows:

  1. John Bellis - (Chairman/Independent President Commissioner), 76 years old.
    For a brief profile, please refer to Board of Commissioners Profile of this Annual Report. He is also the Independent President Commissioner of the Company and as an Independent President Commissioner PT Matahari Department Store, Tbk. Additionaly, He is also the Chairman of The Company’s Nomination and Remuneration Committee.
  2. Alexandra Lim (Member), 50 years old.
    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.
  3. Marta Jonatan (Member), 51 years old.
    She started her career at United Tractors Group (Astra International) with last position as Head of Rewards for the Group (1992-1998), Citibank Indonesia with last position as Head of HR Services and Compensation (1998- 2006), Citibank Philippines as HR Head for Institutional Client Group (2006-2008), Barclays Bank Indonesia as Head of HR (2008-2010), Microsoft Indonesia as HR Director (2010-2014), PT Bank Danamon Tbk as Head of HR (2014 - 2016).
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 8, 2020, 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:

  1. Legal Basis;
  2. Function;
  3. Structure;
  4. Qualifications for Membership;
  5. Duties and Responsibilities;
  6. Meetings;
  7. Reporting;
  8. Tenure;
  9. Procedure for Change of Membership;
  10. Salaries and Facilities;
  11. Work Values.
Function of the Committee
  1. 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 and Remuneration of BOC and BOD members;
  2. Nomination is to nominate a person to be appointed as a BOC or BOD member as well as Board of Management members;
  3. 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.
Duties and Responsibilities Nomination and Remuneration Committee
  1. In the regards of Nomination function:
    1. To conduct procedures as follows:
      1. Prepare the composition and Nomination process of the members of BOC and BOD;
      2. Prepare policies and criteria needed in the Nomination process of prospective members of BOC and BOD;
      3. Assists the evaluation process of the performance of BOC and BOD members;
      4. Prepare skill development program for the Board of Commissioners and Directors’ members;
      5. Review and propose any qualified propectives as members of BOC and BOD to the BOC for approval within GMS.
    2. To give recommendations to the Board of Commissioners for:
      1. The composition of BOC and BOD;
      2. Policy and criterias needed in the Nomination process; and
      3. Performance evaluation policy for the BOC and BOD members.
    3. To assist BOC in conducting the performance evaluation for the members of BOC and BOD based on prepared standards;
    4. To give recommendations to the BOC for skill development programs for the members of BOC and BOD; and
    5. To propose any qualified prospectives as the members of the BOC and BOD to BOC for approval within the GMS.
  2. In the regards of Remuneration functions:
    1. To conduct procedures as follows:
      1. Prepare the Remuneration structure for the members of the BOC and BOD;
      2. Prepare the Remuneration Policies for the members of the BOC and BOD; and
      3. Prepare the Remuneration values for the members of the BOC and BOD.
    2. To give recommendation to the BOC for:
      1. Remuneration Structure;
      2. Remuneration Policies; and
      3. Remuneration Values.
    3. To assist the BOC conducting the performance evaluation in line with the Remuneration for each member of the BOC and BOD.
    4. In recommending the Remuneration policy, the NRC is required to note the cornerstone and formulation based on performance orientation, market competitiveness and alignment with the Company’s financials.
Committee’s Meetings

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 2020 with 100% attendance of its members, as follows:

  1. March 18, 2020
  2. July 24, 2020
  3. September 4, 2020
  4. November 11, 2020
Reporting

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.

Competency Development for the Nomination and Remuneration Committee

In 2020, there is no Nomination and Remuneration Committee member participate in the development program, however the Company encourages each member to participate in any competency development programs.