The Nomination and Remuneration Committee is an organ that plays a role in providing independent opinions regarding the nomination and remuneration of the Board of Commissioners and the Board of Directors and assisting the nomination process for members of the Board of Commissioners or members of the Board of Directors.​

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Nomination & Remuneration Committee Membership

The establishment of the Nomination and Remuneration Committee is based on the Decision of the Company's Board of Commissioners Meeting No. 003/MCI/SK-DK/I-IX/17, dated September 4, 2017. The term of office of the members of the Nomination and Remuneration Committee shall not exceed the term of office of the members of the Board of Commissioners.
 

The membership was renewed in accordance with the decision of the Board of Commissioners number No. 107/MCI/SK-DK/E-X/24, dated October 14, 2024. The composition of the members of the Nomination and Remuneration Committee as of December 31 2024, as follows:

1. Fauzi Sjam – Chairman (2024 - 2027)
2. Diaz Hendropriyono – Member (2022 - 2025)
3. Agustinus Christian – Member (2024 - 2027)

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There are changes to the composition of the Nomination & Remuneration Committee that will occur after the 2024 financial year, this is based on the results of the Extraordinary GMS on 31 January 2025. This meeting approved the resignation requests of one member of the
Nomination and Remuneration: Mr. Diaz Hendropriyono and appointed Mr. Raymond Loho. Thus, the composition of the Company's Nomination and Remuneration Committee is as follows:

 

1. Fauzi Sjam – Chairman (2024 - 2027)

2. Raymond Loho – Member (2025 - 2027)

3. Agustinus Christian – Member (2024 - 2027)
 

Nomination and Remuneration Committee Charter

The Nomination and Remuneration Committee charter guides the Nomination and Remuneration Committee in carrying out its duties and responsibilities. The charter was enacted on September 4, 2017.

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Nomination and Remuneration Committee Duties and Responsibilities

Duties and responsibilities of the Nomination and Remuneration Committee, namely:
1. In relation to the nomination function, provide recommendations to the Board of Commissioners regarding position composition, policy and criteria for nomination, as well as policy for evaluating the performance of the Board of Commissioners and/or Board of Directors members
2. In relation to the remuneration function, provide recommendations to the Board of Commissioners regarding remuneration structure, policy and amount and assist the Board of Commissioners in conducting assessment of performance alignment with remuneration

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The Nomination & Remuneration Committee has the authority to:
1.  Accessing the Company's documents, data and information related to the implementation of its duties and
2. Communicate directly with employees, including the Board of Directors and other parties related to their duties and responsibilities and other authorities granted by the Board of Commissioners

All committee members, both current and former, must maintain the confidentiality of the documents, data, and information belonging to the Company, which have been obtained from both internal and external parties while they are or were in office as committee members and may only use such confidential information in executing their duties.

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Nomination & Remuneration Committee Independence

The Nomination and Remuneration Committee carries out its duties and responsibilities in accordance with the Nomination and Remuneration Committee Charter by maintaining the principle of independence. The statement of independence of the Nomination and Remuneration Committee is shown in the following table of fulfillment of the independence aspects:​

a. Members of the Nomination and Remuneration Committee are not members of the Board of Directors of issuers or public companies

b. Most of the members of the Nomination and Remuneration Committee cannot come from those who hold managerial positions under the Board of Directors in charge of human resources

c. Members of the Nomination and Remuneration Committee who come from outside the issuer or public Company have no affiliation with the issuer or public Company, members of the Board of Directors, members of the Board of Commissioners or Major Shareholders of the issuer or public Company (All members of the Nomination and Remuneration Committee come from within the Company)

d. Members of the Nomination and Remuneration Committee who come from outside the issuer or public Company do not hold concurrent positions as members of other committees owned by the issuer or public Company (All members of the Nomination and Remuneration Committee come from within the Company)

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Nomination and Remuneration Committee Meetings

The Nomination and Remuneration Committee is required to hold a Nomination and Remuneration Committee meeting at least once every 4 months or 3 times a year. In 2023, the Nomination and Remuneration Committee held 3 meetings.

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Nomination and Remuneration Committee Competency Development

To add insight, competence and expertise, the Company provides opportunities for each Nomination and Remuneration Committee member to participate in various competency development activities, such as seminars, workshops and training held, either by internal or external parties as needed. In addition, each member of the Nomination and Remuneration Committee continues to develop competence independently through books or the internet.

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In 2024, the Nomination and Remuneration Committee did not participate in any training programs, as the Company’s primary focus for the year was on strengthening the Company's Committee structure.

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Implementation of Nomination and Remuneration Committee Activities in the Financial Year

During 2024, the Nomination and Remuneration Committee has carried out tasks, including:
1. Assessed the performance of members of the Board of Commissioners and the Board of Directors in relation to the remuneration and benefits received in 2024
2. Reviewed performance results and provided recommendations on the remuneration and benefits for members of the Board of Commissioners and the Board of Directors