NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee supports the Board of Commissioners by reviewing and updating policies related to the nomination and remuneration of the Board of Directors, the Board of Management and employees, and providing input on their implementation.

Nomination and Remuneration Committee Members

In accordance with OJK Regulation No. 34/ POJK.04/2014 dated 8 December 2014, the Company’s Nomination and Remuneration Committee comprises one of the Independent Commissioners as the chairman, as well as one other member of the Board of Commissioners, and a Human Resources Manager.

As of 31 December 2018,  the membership of the Nomination and Remuneration Committee was as follows:

Roy N. Mandey

Chairman

Roy N. Mandey was reaffirmed for his first term as Vice President Commissioner (Independent) on 27 April 2018, pursuant to the Deed of Statement of Meeting Resolution No. 76 dated 27 April 2018, in Jakarta. He graduated from Jayabaya University with a Bachelor’s degree in Management.

He has held various executive positions in a range of companies, including as Sales & Marketing Manager of Era Indonesia Corp, PT Megapolitan Group, and PT Bukit Sentul Tbk when it was still owned by Lippo Group; Senior Account Director at the advertising agency of PT Rainbow Cipta Utama; and as a Local Partner at ICash Global Rewards & Loyalty, Sdn (Bhd), Kuala Lumpur, Malaysia. He returned to the Lippo Group in 2007 to become the Vice President of Corporate Communications at  PT Matahari Putra Prima Tbk (2007-2012), then Vice President of Malls at PT Nadya Putra Investama (2012-2015), and Associate Director of Corporate Communications & Government Affairs at PT Multipolar Tbk (2015-2017). He is also currently the Chairman of the Indonesian Retailers Association (APRINDO, and Vice Chairman of Public Policy & Small Medium Enterprises of KADIN (Chamber of Commerce and Industry in Indonesia), a post he has held since 2015.

W. Travis Saucer

Member

Travis Saucer was most recently reaffirmed as a Commissioner of the Company in 2018, pursuant to the Deed of Statement of the Meeting Resolution No. 76 dated 27 April 2018, in Jakarta. He first became a Commissioner on 14 June 2013, based on a resolution of the Company’s Annual General Meeting in 2013, having previously served as the Company’s Independent Commissioner (2012-2013) and Chief Executive Officer (2006-2011). He holds a Bachelor’s degree in Marketing from Troy University, USA.

He serves concurrently at PT Matahari Putra Prima Tbk (PLC) as an Independent Commissioner (2013-present), Chairman of the Audit Committee (2014-present) and Chairman of the Nomination and Remuneration Committee (2015-present).

Jenny Hendra

Member

Appointed as a member of the Nomination and Remuneration Committee on August 13, 2015. She graduated from Bina Nusantara University with a Bachelor’s degree in Information Technology. She has more than 20 years of experience in human resources, working as an HR executive at PT Mulia Intipelangi (1996-2008) before joining Matahari in 2009 as Head of Compensation Benefit & Personnel Administration.

Independence of the Nomination and Remuneration Committee Members

The Nomination and Remuneration Committee works independently of the Company’s management, as required by OJK Regulation No. 34/ POJK.04/2014.  The committee members have no family or business affiliations with any other members of the Board of Commissioners or members of the Board of Directors, or any majority shareholder.

Nomination and Remuneration Committee Charter

The Nomination and Remuneration Committee Charter was adopted on 1 December 2015 and sets out the duties of the Committee. The Charter can be found on our website,  www.matahari.co.id.

Nomination and Remuneration Committee Duties and Responsibilities

As specified in the Nomination and Remuneration Committee Charter dated 1 December 2015, the duties of the Nomination and Remuneration Committee include the following:

1. Related to the Nomination function:

 a. To carry out the following procedures:

 1) Prepare the nomination process of the members of the Board of Directors and/or Board of Commissioners;

 2) Prepare policies and criteria required for the nomination process of candidates for the Board of Directors and/or Board of Commissioners;

 3) Assist the Board of Commissioners to evaluate the performance of the Board of Directors and/or Board of Commissioners;

 4) Prepare competence development programs for members of the Board of Directors and/or Board of Commissioners; and

 5) Review and propose candidates who meet the requirements as members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners for submission to the General Meeting of Shareholders (“GMS”).

 

b. To give recommendations to the Board of Commissioners on the following matters:

1) Composition of the members of the Board of Directors and/or Board of Commissioners;

2) Policies and criteria which are required for the nomination process;

3) Performance assessment policies with respect to members of the Board of Directors and/or Board of Commissioners.

 

c. To assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/ or Board of Commissioners based on the agreed criteria;

d. To give recommendations to the Board of Commissioners on competence development programs for members of the Board of Directors and/ or Board of Commissioners; and

e. To propose candidates who meet requirements as members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners for submission to the GMS

 

2. Related to the Remuneration process:

a. To carry out the following procedures:

1) Prepare the remuneration structure for members of the Board of Directors and/or Board of Commissioners;

2) Prepare policies on remuneration for members of the Board of Directors and/or Board of Commissioners;

3) Calculate the amount of remuneration for members of the Board of Directors and/or Board of Commissioners.

 

b. To give recommendations to the Board of Commissioners on the following matters:

1) Remuneration structure;

2) Remuneration policies; and

3) Amount of remuneration.

 

c. To assist the Board of Commissioners in assessing the conformity between performance and the remuneration received by each member of the Board of Directors and/or Board of Commissioners;

 d. In recommending remuneration policies, the Committee must consider at least the formula based on the performance, market competitiveness and financial capacity of the Company.

 

Meeting Frequency and Attendance

The Nomination and Remuneration Committee is required to meet at least once every 4 months, as specified in OJK Regulation No. 34/ POJK.04/2014 and the Nomination and Remuneration Committee Charter.

The Nomination and Remuneration Committee met 7 times in 2018, with an attendance rate of 100%.

Training and Education for Nomination and Remuneration Committee Members

No formal training or competency development was provided for members of the Nomination and Remuneration Committee in 2018.

 Succession Policy for the Board of Directors

The Nomination and Remuneration Committee supports the Company in effecting a smooth turnover of Board membership by ensuring that there are suitably qualified, high calibre candidates prepared for any upcoming vacancies. To this end, it has developed policies and criteria required for the nomination process and identified potential executive officers by evaluating their competencies, experience, qualifications and skills. The Company uses external professional global search firms when searching for candidates to the board of Directors/Commissioners.  When vacancies arise, the Committee proposes potential candidates for approval by the Board of Commissioners and Board of Directors. This helps to minimize the risk of strategic management positions being left unfilled.

Nomination and Remuneration Committee Report for 2018

The NRC’s activities in 2018 included the following:

- Provided input on the performance assessment of the BoC and BoD;

- Reviewed the remuneration system and formula and gave recommendations on the amount of the remuneration to be paid to the BoC and BoD;

- Reviewed the range of skills and expertise needed for the Boards and Management;

- Identified and proposed qualified candidates for positions on the Board of Commissioners and Board of Directors;

- Reviewed the succession plan for the Board of Directors.