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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.087-2021 dated 2 August 2021, the roster of the Company’s Nomination and Remuneration Committee, effective from the date of the aforementioned Decree until the conclusion of the Annual General Meeting of Shareholders for 2021 fiscal year without regard to the authority of the Board of Commissioners to be able to appoint and/or change members of the Committee of Nomination and Remuneration Committee, is as follows:

 

Chairman: Alexander S. Rusli

Members:

grey dot  Bunjamin J. Mailool

grey dot  Tati Hartawan

grey dot  Bagus Purboyo

 

 

PROFILE OF THE NOMINATION AND REMUNERATION COMMITTEE

 

Alexander S Rusli

Alexander S. Rusli

Chairman

 

After working as a fulltime lecturer in Australia, Alexander S Rusli returned to Indonesia in 1997 and started his Indonesian career journey in PricewaterhouseCoopers as a Management Consultant focusing on large IT Implementation projects.

 

He was the CEO of Indosat Ooredoo from November 2012 to November 2017, which then was the 2nd largest Telco Operator in Indonesia with about 100mn customers, listed on IDX. In the market Alex is known as a hands-on, transformational, turnaround executive with a strong technology background. Prior to his position as CEO of Indosat Ooredoo, he was an independent Board Member in Indosat Ooredoo, with a fulltime role as a Partner at Northstar Pacific, the largest Indonesian Private Equity fund in Indonesia after moving from a nine years career working for the Government of Indonesia as Special Advisor (Staf Khusus Menteri) for MCIT (Kementerian Kominfo) between 2001-2007 and MSOE (Kementerian BUMN) between 2007- 2009 during which time he also sat as Board Members on a number of state-owned companies: PT Krakatau Steel tbk, PT Geodipa Energi, PT Kertas Kraft Aceh.

 

After his period in Indosat Ooredoo, he has been appointed as independent Board Members on some companies directly and indirectly exposed to the next digital wave. Between 2018-2019 he also sat on the board of Protelindo (PT Sarana Menara Nusantara tbk). At the end of 2017 he took up the the role of independent BoC member at the start of transformation period of the largest hospital chain in Indonesia, PT Medikaloka Hermina Tbk and became listed on the Indonesian Stock Exchange (IDX) in May 2018. He is also a current Board Member of PT Unilever Indonesia Tbk to contribute in the transformation of FMCG distribution impacted by the digital wave. In early 2020 he took the position of Independent Board Member of PT Link Net Tbk. Other roles he holds is an advisor for Crescent Point for Indonesia and as one of the expert staff to the Indonesian Minister of Finance for the national tax system.

 

His greatest passion now is in growing and incubating digital companies by investing in early-stage startups and taking a more active role in them either as an active board member or as an active advisor – he co-founded of PT Digi Asia Bios, a consolidated fintech holding that offers digital payment, credit and remittance financial services in Indonesia. He also invested and actively guides numerous startups exploring new business models such as IRMA, GrosirOne, Surge, Doogether, etc. He also formed a JV Tempo Digital Media focusing on animation.

 

He is an Indonesian citizen and he is 50 years old. He holds Bachelor of Business degree in Information System (1992), Bachelor of Commerce (Hons) degree in Information System (1993) and Doctor of Philosophy (Ph.D) in Information System (2000), which all of them obtained from Curtin University of Technology, Perth, Australia.

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 57 as of 31 December 2020. 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 2020, she is 54 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 58 as of 31 December 2020.

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 2020, 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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