Nomination and Remuneration Committee

The Board of Commissioners established the Nomination and Remuneration Committee to support its oversight over the development and implementation of policies on the nomination and remuneration of the Board of Directors, Board of Management and employees. The nomination and remuneration of the Board of Commissioners itself, as well as the criteria and rules for the appointment of members of the Nomination and Remuneration Committee, are discussed and decided by the Board of Commissioners’ Meetings.
The Company is compliant with OJK Rule No. 34/POJK.04/2014, dated December 8, 2014, regarding the Nomination and Remuneration Committee.

a. Structure and Membership
The Company has adjusted the composition of Nomination and Remuneration Committee to comply with OJK Rule No. 34/ POJK.04/2014, dated December 8, 2014, regarding the Nomination and Remuneration Committee. As at 13 August 2016, the Nomination and Remuneration Committee comprises an Independent Commissioner as the chairman, one other member of the Company’s Board of Commissioners, and a Human Resources Manager.
The current members of the Nomination and Remuneration Committee are as follows:
Chairman : Jonathan L. Parapak (Independent Commissioner)
Member : Sigit Prasetya (Commissioner)
Member : Jenny (Head of Compensation Benefit and Personel Recruitment)

b. Duties and Responsibilities
As stated 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.

c. Meeting Frequency and Attendance
The Nomination and Remuneration Committee met 3 times in 2016, with an attendance rate of 100%. The number of meetings complies with OJK Rule No. 34/ POJK.04/2014, which requires that Nomination and Remuneration Committee meetings shall be held at least every 4 (four) months.

Performance Assessment of Members of the Boards of Commissioners and Directors
The Board of Commissioners and Board of Directors are assessed collectively on their effectiveness in carrying out their roles to support the running of the Company through their annual reports to the Shareholders. The Board of Commissioners and Board of Directors also undertake a yearly self-assessment. The individual performance of the members of the Board of Commissioners and the Board of Directors is assessed by the Nomination and Remuneration Committee on an annual basis, based on the criteria prepared by the Committee and approved by the Board of Commissioners.

Remuneration Policy for Members of the Boards of Commissioners and Directors
The amount of the remuneration received by the Board of Commissioners and Board of Directors is determined and proposed annually by the Nomination and Remuneration Committee. The Board of Commissioners reviews their recommendation on remuneration and proposes it to the Annual General Meeting of Shareholders for their approval.
The calculation of the remuneration for members of the Board of Commissioners and Board of Directors for book year 2016, which was approved at the Annual General Meeting of Shareholders on May 26, 2016, took into account factors such as individual performance; the Company’s results, market competitiveness, and financial capacity; and other matters. The collective amount was limited to 0.2% of the Company’s net sales.
The General Meeting of Shareholders also authorized the Board of Commissioners to design, establish and implement the remuneration system, including the honoraria, allowances, salaries, bonuses and other remuneration for the members of the Company’s Board of Directors.

Total Remuneration for Board of Commissioners and Directors
In 2016 the total remuneration for the members of the Board of Commissioners amounted to Rp 10.8 billion, and for the members of the Board of Directors, Rp 28.9 billion. These amounts are within the limits approved by the AGMS.

Competency Development and Orientation for The Board of Commissioners and Board of Directors
All new members of the Board of Commissioners and Board of Directors undergo an orientation program that is designed to give them an understanding of the Company’s vision, mission, values, code of conduct, organization structure, lines of business and BOC/BOD charters, as well as the laws and regulations related to the capital market. The orientation program is carried out by the management and business units and other supporting units through face-to-face meetings.
All members of the Board of Commissioners and Board of Directors are expected to adopt a continuous learning approach to stay up-to-date with new developments in the industry, laws and regulations and their respective fields of expertise, and are encouraged to attend seminars or workshop organized by reputable institutions to improve their knowledge.

Succession Policy for the Board of Directors
The Nomination and Remuneration Committee prepares for the succession of the Board of Directors by identifying potential executive officers, assessing and evaluating their competencies, experience, qualifications and skills, and submitting the names of potential candidates for approval by the Board of Commissioners and Board of Directors.
Profile of Nomination and Remuneration Committee

Jenny
Appointed as Nomination and Remuneration Committee of the Company on August 13, 2015. She has joined the Company since 2009 as Head of Compensation Benefit & Personnel Admin. She has experienced in Human Resources for almost 20 years and was a Human Resources Executives in PT Mulia Intipelangi (1996 – 2008). She received her Bachelor Degree majoring in Information Technology from Bina Nusantara University.

Jonathan Parapak and Sigit Prasetya's profile are as forth as in the Board of Commissioners' profile segment.