NOMINATION AND REMUNERATION COMMITTEE

 

The Company set up the Nomination and Remuneration Committee to comply with the Financial Services Authority Regulation No. 34/POJK.04/2014, signed into law on 8 December 2014, and which regulates the Nomination and Remuneration Committee in Public Companies (“POJK No. 34/2014”).

 

Pursuant to the Decree of the Board of Commissioners No. CSS.072-2017 dated 5 May 2017, the roster of the Company’s Nomination and Remuneration Committee, effective since the date of the aforementioned Decree until the conclusion of the Annual General Meeting of Shareholders for 2017 fiscal year, is as follows:

 

Chairman: Jonathan L. Parapak

Members:

grey dot  Bunjamin J. Mailool

grey dot  Andang H. Sutopo

grey dot  Bagus Purboyo

 

 

PROFILE OF THE NOMINATION AND REMUNERATION COMMITTEE

 

BOC - Jonathan

Jonathan L. Parapak

Chairman

 

An Indonesian citizen, he is 74 years of age as per December 31, 2016. He holds an Engineering degree from the University of Tasmania, Australia, in 1966 and a Master of Engineering Science from the University of Tasmania, Australia in 1968. He also holds a number of honorary titles including The Honorary Doctor of Humanity from Ouachita Baptist University, USA; The Honorary Doctor of Engineering from the University of Tasmania, Australia; The Honorary Professorship in Education and Humanity from Corban College, USA; and The Adjunct Professorship in Engineering from the Queensland University of Technology, Australia.

 

He is currently serving as the Company’s Independent Commissioner since 2001, based on the Deed of Minutes of Annual General Meeting of Shareholders No. 95 dated May 30, 2001, notarised by Mrs Poerbaningsih Adi Warsito, S.H., a Notary in Jakarta, after serving as Commissioner in the previous year.

 

He has held several senior positions during his career. He was appointed as President Director of PT Indosat in 1980-1991 and then as President Commissioner of PT Indosat in 1991- 1998. He also served as Secretary General of the Ministry of Parpostel Tourism in 1991-1999. He built a career path in a variety of leading companies, among them as Independent Commissioner of PT Matahari Putra Prima Tbk (2009 – 2014), Independent Commissioner of PT Lippo Karawaci Tbk (2011 – 2014), Independent Commissioner of PT Multipolar Technology Tbk (2013 – 2014), Independent Commissioner of PT Matahari Department Store Tbk (2010 – present), Chairman of the Nomination & Remuneration Committee for the Company (2015 – present), Chairman of the Nomination & Remuneration Committee at PT Matahari Department Store Tbk (2015 – present), Chairman of the Company’s Audit Committee (2014 – present), Chairman of the Audit Committee PT Multifiling Mitra Indonesia Tbk (2014 – present), and Chairman of the Nomination & Remuneration Committee at PT Multifiling Mitra Indonesia Tbk (2015 – present). He is also an active member of the academic community and has been Rector of Pelita Harapan University since 2006.

 

 

KNR - Benjamin

Bunjamin J. Mailool

Member

 

An Indonesian citizen, he is 53 years of age as per December 31, 2016. He holds a BSc. from California State University, Fresno and an MBA from Oklahoma State University, USA.

 

He began his professional career at Citibank NA Jakarta from 1989 to 1997, taking up various positions until settling in as Vice President. He is the CEO of PT Bukit Sentul Tbk (1997-2001), President Director of PT Matahari Putra Prima Tbk (2002 – present), President Director of PT Matahari Department Store Tbk (2009 – present), President Director of PT Multipolar Tbk (2014 – 2015) and member of the Company’s Nomination and Remuneration Committee (2015 – present).

 

 

KNR - Andang

Andang H. Sutopo

Member

 

An Indonesian citizen, he is 67 years of age as per December 31, 2016. He is a graduate of the Faculty of Engineering, University of Indonesia. He has participated in various local and international training from basic to advanced, including HW Products, Business Process Management, Quality Management, Finance for Non-Financial Managers, 7 Habits of Highly Effective People, IBM Basic Management School in Hong Kong, IBM Intermediary Management School in Tokyo and IBM Advanced Management School.

 

He built his professional career starting as an IBM Customer Engineer Trainee in Indonesia from 1972 to 1976. Additionally, he held positions as Field Customer Engineering Manager at IBM Indonesia (1983-1984), Customer Service Plans & Controls Manager at IBM Indonesia (1984-1987), Country Field Administration Manager at USI / IBM Indonesia (1987-1989), Administrator at PT USI Jaya and Operations Manager Regional Admin at IBM ASEAN in Jakarta (1990 – 1996), Country HR Manager at USI / IBM Indonesia (1996 – 2000), Staffing Manager at IBM ASEAN / South East Asia to Jakarta, Director of PT IBM Indonesia (2000 – 2002), Chairman of the Organizational Development & Management Services in the Company (2002 – 2011), Chairman of the Company’s Human Resources (2011 – present), member of the Company’s Nomination & Remuneration Committee (2015 – present), member of the Nomination & Remuneration Committee of PT Multipolar Technology Tbk (2015 – present), and member of the Nomination & Remuneration Committee of PT Multifiling Mitra Indonesia Tbk (2015 – present).

 

 

KNR - Bagus

Bagus Purboyo

Member

 

An Indonesian citizen, he is 54 years of age as per December 31, 2016. He holds a Bachelor of Science in Agronomy from the University of National Development, Surabaya in 1986 and attended the Widyawiyata Management Programme at IPPM.

 

He started his career in the Human Resources department at PT Voksel Electric Tbk from 1990 to 1994. Subsequently, he has served as General Manager in the Human Resources Department at PT Bukit Sentul Tbk (1994 – 2004), General Manager of Human Resources Department in PT Matahari Putra Prima Tbk (2004 – 2013), Commissioner of PT Surya Cipta Investama (2014 – present), member of the Nomination & Remuneration Committee of PT Matahari Putra Prima Tbk (2015 – present), and member of the Company’s Nomination & Remuneration Committee (2015 – present).

 

 

INDEPENDENCE OF THE NOMINATION AND  REMUNERATION COMMITTEE

 

The Nomination and Remuneration Committee acts independently in the execution of its duties.

 

DUTIES AND RESPONSIBILITIES OF THE NOMINATION AND REMUNERATION COMMITTEE

 

Nomination Function

1.     Provide recommendations to the Board of Commissioners regarding:

grey dot  The composition of the Board of Directors and/or Board of Commissioners;

grey dot  Policies and criteria required in the nomination process; and

grey dot  Performance evaluation policy for members of the Board of Directors

     and/or members of the Board of Commissioners.

2.     Assist the Board of Commissioners to assess the performance of members of the Board of Directors

and/or members of the Board of Commissioners based on agreed evaluation benchmarks;

3.     Provide recommendations to the Board of Commissioners regarding the capacity building program

for the Directors and/or Commissioners; and

4.     Propose candidates who are eligible to be members of the Board of Directors and/or

members of the Board of Commissioners to the Board of Commissioners for submission

to the General Meeting of Shareholders (GMS).

 

Remuneration Function
1.     Provide recommendations to the Board of Commissioners regarding:

grey dot  The structure of the remuneration;

grey dot  The policy on remuneration; and

grey dot  The amount of remuneration.

2.     Assist the Board of Commissioners to assess whether performance is aligned with the remuneration

received by each member of the Board of Directors and/or member of the Board of Commissioners.

 

DESCRIPTION OF THE NOMINATION AND REMUNERATION COMMITTEE’S ACTIVITIES

 

In 2016, the Nomination and Remuneration Committee has conducted several activities including:

 

Nomination Function

The Committee has given its recommendations to the Board of Commissioners regarding:

1.     Performance evaluation policies for the Board of Commissioners and Board of Directors;

2.     Policies and criteria required in the nomination process; and

3.     Capacity building programmes for the members of the Board of Commissioners and Board of Directors.

 

Remuneration Function

The Committee has provided recommendations to the Company’s Board of Commissioners regarding:

1.     The structure of the remuneration;

2.     The policy on remuneration; and

3.     The amount of remuneration.

 

In assisting the Board of Commissioners, the Committee has also performed an assessment of the fitness of remuneration received by members of the Board of Commissioners and Board of Directors against their respective performances at the Company.

 

POLICY AND IMPLEMENTATION REGARDING MEETING FREQUENCIES AND ATTENDANCE OF THE NOMINATION AND REMUNERATION COMMITTEE

 

The Nomination and Remuneration Committee is mandated to hold regular meetings, with at least 1 (one) meeting

per 4 (four) months. The meeting is led by the Chairman of the Committee. A Committee’s meeting may take place

if participated by:

1.     Chairman of the Committee; and

2.     The majority of the members of the Committee.

 

Rulings and decisions are based upon deliberation and consensus. In case of a gridlock, major decisions will be decided upon by majority vote. Every meeting must be recorded by way of Minutes of Meeting and must be signed by all those present during the meeting, including records of disputes, and must be submitted in writing to the Board of Commissioners.

NOMINATION & REMUNERATION COMMITTEE CHARTER