Report by the Board of Commissioners as The Implementer of the Nomination & Remuneration Functions
The Nomination Function
Assessment on the performance of Board of Directors is carried out based on a set of criteria that have been approved by the Board of Directors and Board of Commissioners at the commencement of each financial year (for the Annual Work Plan and Budget) or each term of service (for the Long-Term Corporate Plan). General assessment on the Board of Directors performance is carried out based on, but not limited to, the following:
- Performance of the Board of Directors in a collective manner towards the Companys performance in line with the Work Plan and Budget, or other specified criteria.
- The contribution of each Director that refers to the Appointment Agreement and/or other agreed criteria.
- The implementation of Good Corporate Governance principles.
- Active participation in the meetings and decision-making processes, including the capability to provide input and solutions regarding the Companys strategic and operational issues.
- The capability of the Board of Directors in identifying, anticipating, and responding to the issues and trends that may influence the Companys performance achievement, both in the short-term and long-term.
The performance evaluation of the Board of Directors is conducted by the Board of Commissioners which performs the function of the Nomination & Remuneration to be then proposed to the General Meeting of Shareholders.
The Remuneration Function
The amount of remuneration given to the Board of Commissioners and Board of Directors is determined by the Board of Commissioners who fulfil the Nomination and Remuneration function. The remuneration package for the Board of Commissioners consists of honorarium and bonus, while for the Board of Directors comprises salary, allowance and bonus.
In determining the remuneration policy, the following must be taken into account:
- Financial performance and fulfilment of the Companys obligations as stipulated in the applicable laws and regulations
- Individual work achievement
- Long-term strategies and targets of the Company
The total remuneration (including bonus) paid to the Companys Board of Commissioners and Board of Directors was Rp 94 billion in 2018 and Rp 98 billion in 2019.
Diversity oftThe Board of Commissioners and Board of Directors
Each members career history also supports their duty implementation in the Company. In terms of age and gender, most of the members are male with the average age of above 40 years old. The Company does not have any internal policy that governs the diversity of the Board of Commissioners and Board of Directors in relations to education, gender, age and career history. All criteria, as well as duties and responsibilities of the Board of Commissioners and Board of Directors, are implemented without any prejudice towards the educational background, gender, age and career history of each member.
Affiliations Among Members of Board of Directors, Board of Commissioners and Shareholders
All members of the Board of Commissioner and Board of Directors carried out their duties and responsibilities in an independent manner. Each member does not have any affiliations with one another with major shareholders or controllers.