Remuneration and Nomination Committee Work Guidelines

I. GENERAL PROVISIONS
In these Guidelines and Work Procedures, what is meant by:

  1. Bank is a Company;
  2. Commissioner is the Commissioner of the Company;
  3. The Board of Directors is the Board of Directors of the Company;
  4. The Committee is the Company's Audit Committee.


II. MISSION
To provide an independent and objective view to the Management and the Board of Commissioners in the implementation of Good Corporate Governance in the Bank, especially those related to remuneration and nomination.


III. OBJECTIVES/OBJECTIVES

  1. Committee that the remuneration policy is in accordance with:
    1. Financial performance and fulfillment of reserves as regulated in the applicable laws and regulations;
    2. individual work performance
    3. fairness with peer groups; and
    4. consideration of the Bank's long-term goals and strategies
  2. Recommend nomination and succession planning to the Bank


IV. DUTIES AND RESPONSIBILITIES

  1. Regarding the remuneration policy,
    1. Evaluating the remuneration policy; and
    2. Provide recommendations to the Board of Commissioners regarding:
      1. Remuneration policy for the Board of Commissioners and the Board of Directors to be submitted to the General Meeting of Shareholders;
      2. Remuneration policy for Executive Officers and employees as a whole to be submitted to the Board of Directors;
  2. Regarding the nomination policy,
    1. Prepare and provide recommendations regarding the system and procedures for selecting and/or replacing members of the Board of Commissioners and the Board of Directors to the Board of Commissioners to be submitted at the General Meeting of Shareholders;
    2. Provide reports or recommendations regarding candidates for members of the Board of Commissioners and/or Board of Directors to the Board of Commissioners to be submitted to the General Meeting of Shareholders;
    3. Provide reports or recommendations regarding the Independent Party who will become a member of the Committee as referred to in Article 41 paragraph 1 letters b and c and Article 42 paragraph 1 letter b and c of POJK No. 55/POJK.03/2016 concerning the Implementation of Good Corporate Governance for Commercial Banks.


V. COMMITTEE STRUCTURE AND MEMBERSHIP

  1. Committee members, at least consisting of:
    1. An Independent Commissioner;
    2. A Commissioner;
    3. An Executive Officer in charge of the Human Resources Unit or employee representative.
  2. The Committee is chaired by an Independent Commissioner;
  3. Members of the Board of Directors are not allowed to become members of the Committee;
  4. In the event that more than 3 (three) members of the Committee are appointed, the members of the Independent Commissioner shall be at least 2 (two) persons.

VI. COMMITTEE RULES

  1. Committee meetings are held at least 4 (four) times in 1 (one) year, or more if deemed necessary by the Committee in accordance with the needs of the Bank;
  2. Committee meetings can only be held if attended by at least 51% (fifty one percent) of the total members, including an Independent Commissioner and Executive Officer in charge of Human Resources or employee representatives;
  3. Committee meeting decisions are made based on deliberation and consensus
  4. In the event that consensus deliberation does not occur, the decision is made based on a majority vote;
  5. In the event that a majority vote is not achieved, the Committee Meeting must be repeated and attended by all members of the Committee;
  6. The results of the Committee meeting must be stated in the minutes of the meeting and properly documented
  7. Dissenting opinions that occur in Committee meetings must be clearly stated in the minutes of the meeting along with the reasons for the differences of opinion.


VII. AUTHORITY OF THE COMMITTEE

  1. In carrying out its duties and responsibilities, the Committee will obtain the necessary advice and assistance, either from internal or external parties (specialists/consultants);
  2. The authority to access the required sources, information and documents in accordance with their duties and responsibilities;


VIII. ETC

  1. Sekretariat Komite akan dibantu Unit yang menjalankan fungsi Sekretaris Perusahaan
  2. Pedoman dan Tata Tertib kerja ini harus diketahui dan bersifat mengikat untuk setiap anggota Komite;
  3. Komite akan melakukan review atas Pedoman dan Tata Tertib ini sesuai dengan kebutuhan.