In accordance with the Approval Letter of the Board of Commissioners of the Company No. 030/MHK/SK-DIR/XI/2023 dated November 10, 2023, the Company stated that regarding the implementation of the Nomination and Remuneration function, a separate Nomination and Remuneration Committee was not formed, therefore the implementation of the Nomination and Remuneration function is carried out by the Board of Commissioners, in accordance with OJK Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.
Duties of the Nomination and Remuneration Committee
In carrying out its functions, the Remuneration and Nomination Committee has the following duties and responsibilities :
1. Related Nomination Function
a). Prepare and provide recommendations to the Board of Commissioners regarding the determination of :
(i). Position composition of members of the Board of Directors and/or Board of Commissioners of the Company.
(ii). Policies and criteria required in the nomination process for members of the Board of Directors and/or Board of Commissioners of the Company.
(iii). Evaluation policy for members of the Board of Directors and/or Board of Commissioners of the Company and
(iv). Capacity building program for members of the Board of Directors and/or Board of Commissioners of the Company.
b). Provide proposals regarding prospective members of the Board of Commissioners and/or Board of Directors to the Board of Commissioners to be submitted to the Company’s GMS.
c). Determine the criteria to be implemented in identifying candidates, examining and approving prospective members of the Board of Directors and / or the Board of Commissioners of the Company, and in doing so the Company’s Nomination and Remuneration Committee will apply the principle that each candidate is capable and worthy of the position concerned and is a qualified candidate for the position or position with experience, Capabilities and other relevant factors.
d). Carry out nomination procedures for members of the Board of Commissioners and/or Board of Directors as referred to above.
2. Related to Remuneration Function
a). Evaluate the remuneration policy and evaluate the conformity with the implementation of the remuneration policy from time to time.
b). Provide recommendations to the Board of Commissioners regarding the structure, policies and amount of remuneration for the Board of Commissioners and Board of Directors to be submitted at the Company’s GMS.
c). Provide recommendations to the Board of Commissioners regarding the overall employee remuneration policy framework that has been previously approved by the Board of Directors. The recommendation (if any) will then be submitted by the Board of Commissioners to the Board of Directors.
d). Assist the Board of Commissioners in evaluating the performance of members of the Board of Directors and / or the Board of Commissioners based on criteria that have been prepared as evaluation material.
d). Assist the Board of Commissioners in evaluating the performance of members of the Board of Directors and / or the Board of Commissioners based on criteria that have been prepared as evaluation material.
e). The Committee must carry out remuneration procedures for members of the Board of Commissioners and/or Board of Directors of the Company as follows :
(i). Develop a remuneration structure in the form of salary, honorarium, incentives and benefits that are fixed and variable.
(ii). Formulate policies on the remuneration structure and
(iii). Arrange the amount of the remuneration structure.
f). The structure, policies, and amount of remuneration as referred to above must have reasonable feasibility, appropriateness, and benchmarks by considering :
(i). Remuneration applicable in the industrial sector of the Company’s business activities from time to time.
(ii). Financial performance and fulfillment of the Company’s financial obligations.
(iii). Individual work performance of members of the Board of Commissioners and/or Board of Directors of the Company.
(iv). Performance, duties, responsibilities, and authorities of members of the Board of Commissioners and/or Board of Directors of the Company and
(v). Short or long-term performance goals and achievements in accordance with the Company’s strategy.
(vi). The balance of fixed and varied allowances by taking into account the eligibility and overall remuneration for the Board of Commissioners and/or Directors of the Company.
(g). The Committee may consider input from members of the Board of Directors and other members of the Board of Commissioners regarding policies to be recommended.
(h). The structure, policy and amount of Remuneration shall be evaluated by the Committee at least once a year.
(i). Carry out other duties assigned by the Board of Commissioners related to remuneration in accordance with applicableregulations.
3. Clash of Importance
In the event that the Chairman and/or Members of the Company’s Nomination and Remuneration Committee have a conflict of interest with the recommended proposal, the proposal must disclose the conflict of interest and the considerations underlying the proposal.
Responsibilities of the Nomination and Remuneration Committee
1). The Company’s Nomination and Remuneration Committee is responsible to the Company’s Board of Commissioners.
2). The accountability of the Company’s Nomination and Remuneration Committee is submitted to the Company’s Board of Commissioners in the form of reports as follows :
a). Report on the results of the meeting (minutes of the meeting).
b). Performance report and implementation of quarterly activities of the Company’s Nomination and Remuneration Committe.
c). Performance report and implementation of annual activities of the Company’s Nomination and Remuneration Committee and
d). Report on the results of the field visit which among others contains field findings or facts, evaluations, analyses, conclusions and suggestions, if any.
3). The Chairman and/or Members of the Company’s Nomination and Remuneration Committee who are still, or who are no longer in office, are required to maintain the confidentiality of the Company’s documents, data, and information obtained while in office, both from internal and external parties and only used for the purposes of carrying out their duties.
4). The Chairman and/or Members of the Company’s Nomination and Remuneration Committee are prohibited from misusing important information related to the Company for personal gain.
5). The Chairman and/or Members of the Company’s Nomination and Remuneration Committee in carrying out their duties and responsibilities must comply with the provisions of applicable regulations and the Company’s COBP and are prohibited from taking personal benefits either directly or indirectly from the Company’s activities other than honorarium along with other facilities and benefits.