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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.062-2020 dated 1 July 2020, 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 2020 fiscal year, is as follows:

Chairman: Roy N. Mandey

Members:

grey dot  Bunjamin J. Mailool

grey dot  Tati Hartawan

grey dot  Bagus Purboyo

 

 

PROFILE OF THE NOMINATION AND REMUNERATION COMMITTEE

 

Roy - BOC

Roy N. Mandey

Chairman

 

Roy N. Mandey started his career as a Sales & Marketing Trainee, Sales Coordinator, GM Marketing & Senior Account Director until as Local Partner in Malaysian companies based in Indonesia. Some of these companies include PT ERA Indonesia Corporation property agency, Developers in PT Megapolitan Group Tbk, PT Bukit Sentul Tbk, PT Rainbow Cipta Utama advertising agency, as well as ICASH Global Rewards & Loyalty, Sdn (Bhd) based in Kuala Lumpur, Malaysia.

 

His career with the Lippo Group began in 2007 when he joined as Head of Corporate Communication at PT Matahari Putra Prima Tbk. In 2012, he moved to PT Nadya Putra Investama as Head of Mall Management. In 2015, he transferred to the Company to serve as Associate Director for Corporate Communication & Government Affairs until 2017. Since 2018, he has concurrently served as Independent Vice President Commissioner of the Company, PT Matahari Putra Prima Tbk, PT Matahari Department Store Tbk, and as President Commissioner of PT Cinemaxx Global Pasifik (Cinépolis).

 

He has been active in various professional non-government organizations (NGOs) since 2008. In 2015, he was appointed General Chairman of the Indonesian Retail Merchants Association (APRINDO) where he is currently serving this position a second term until 2023. He also acted as the Chairman & Head of Delegation (HOD) of Indonesia of the Federation Asia Pacific Retail Association (FAPRA), which consists of 27 Asia Pacific countries since 2019, and a member of the World Retail Congress (WRC), UK. He concurrently holds a position in the Permanent Commission on Cooperation and Micro, Small and Medium Enterprises (UMKM) under the Indonesian Chamber of Commerce & Industry (KADIN). His training at the National Defense Institute concluded in October 2019.

 

He is an Indonesian citizen, 52 years old as of 31 December 2019, he graduated with the highest honor (Summa Cum Laude) in Corporate Management from Jayabaya University, Jakarta.

KNR - Benjamin

Bunjamin J. Mailool

Member

 

Bunjamin J. Mailool began and built his professional career with Citibank NA Jakarta in 1989, and his last post was as Vice President in 1997. In March 1997, he joined the Lippo Group at PT Bukit Sentul Tbk, where he served as CEO until 2001. He commenced his services as President Director for PT Matahari Putra Prima Tbk in 2002 until 2018, and PT Matahari Department Store Tbk since 2009. He served as President Director of the Company from 2014 until 2015, wherein he accepted his appointment as member of the Nomination and Remuneration Committee from 2015 to this day, while concurrently serving as President Commissioner.

 

He is an Indonesian citizen, aged 56 as of 31 December 2019. He obtained his MBA from Oklahoma State University and BSc from California State University of Fresno, USA.

Tati - website

Tati Hartawan

Member

 

Tati Hartawan started her career at Citibank Indonesia with last position as Global Consumer Business Human Resources Head, Senior Vice President (1989 – 2013). Appointed as Human Capital Director in Bank Mega (2013 – 2016), before joining Lippo Group of Companies as Senior HR Executive (2016 – present).

 

She is an Indonesian citizen and as of 31 December 2019, she is 53 years old. She holds a Bachelor of Science Degree in Accounting from San Francisco State University, United States of America (1988).

KNR - Bagus

Bagus Purboyo

Member

 

Bagus Purboyo started his career at the Human Resources Department of PT Voksel Electric Tbk (1990-1994). Afterwards, he was General Manager for the Human Resources Department at PT Bukit Sentul Tbk (1994-2004), and held the same position at PT Matahari Putra Prima Tbk (2004-2013). He currently serves as Commissioner at PT Surya Cipta Investama (2014 – present) and is a member of the Nomination and Remuneration Committee at PT Matahari Putra Prima Tbk (2015-present).

 

He graduated in 1986 from the Pembangunan Nasional University, Surabaya with a Bachelor of Science degree in Agronomy. He also attended the Widyawiyata Management Program at IPPM. He is an Indonesian citizen, aged 57 as of 31 December 2019.

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 2019, 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 3 (three) 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

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