Guidance on Determinaion of Nominaion
and Remuneraion of Board of Commissioners
as well as Board of Directors according to
NOMINATION AND
CHAPTER I INTRODUCTION 5
1.1 Background 5
1.2 Purposes and Objecive 5
1.3 Legal Basis 5
1.4 Deiniion 5
CHAPTER II MEMBERSHIP 7
2.1 Structure of Membership 7
2.2 Term of Oice 8
2.3 Membership Requirements 8
2.3.1 General Requirements 8
2.3.2 Special Requirements 8
CHAPTER III DUTIES AND RESPONSIBILITIES 9
3.1 Duies and Responsibiliies 9
3.1.1 Funcion of Nominaion 9
3.1.2 Funcion of Remuneraion 9
3.2 Ethical Code of Conideniality 10
CHAPTER IV MEETINGS AND REPORTING 11
4.1 Meeings 11
4.2 Reporing 11
CHAPTER V PROHIBITIONS 12
TER I INTR Tbk (“Company”) as public listed company in Indonesia Stock Exchange must comply with prevailing laws and regulaions in the capital market sector. In accordance with Decree of the Financial Insituion Supervisory Agency (Otoritas Jasa Keuangan/OJK) No. 34/POJK.04/2014 dated December 8, 2014 regarding the Nominaion and Remuneraion Commitee of the Issuer or Public Company.
Issuers or public company shall have Nominaion and Remuneraion Funcion whereby the implementaion of these funcions must be implemented by the Board of Commissioners to form Nominaion and Remuneraion Commitee (the “Commitee”).
This is form of transparency of the Nominaion and Remuneraion Commitee as well as the form of increased the quality, competencies and responsibiliies of the Board of Directors and Board of Commissioners.
1.2 Purposes and Objecive
This Nominaion and Remuneraion Commitee Charters’ objecives are:
1. To assist the Board of Commissioners in performing the supervisory 3. Membantu pengawasan Dewan Komisaris
4. 1.2.2 To deliver the duies, responsibiliies and authority of the Commitee members clearly..
8. 3 To implement the relevant provisions of the principles of Good Corporate Governance as determined by the Financial Services Authority Agencyprinsip Tata Kelola Perusahaan yang Baik.
1.3 Legal Basis
Legal basis of the Nominaion and Remuneraion Commitee Charters’ are:
1. Law no. 40 Year 2007 dated August 16, 2007 concerning Limited Liability Companymor. 2. Law no. 21 Year 2011 dated November 22, 2011 concerning Financial Services Authority. mor
7. Decree of the Financial Insituion Supervisory Agency (Otoritas Jasa Keuangan/OJK) No. 34/POJK.04/2014
dated December 8, 2014 regarding the Nominaion and Remuneraion Commitee of the Issuer or Public Company.mor
10. General Guidance of Good Corporate Governance of the Republic of Indonesia Year 2006 issued by Naional Commitee for Governance Policy (KNKG).
1.4 Deiniion
1. The Nominaion and Remuneraion Commitee is a commitee appointed by and responsible to the Board of
Commissioners in assising the Board of Commissioners in performing the supervisory, advisory duies and its funcions according to the determinaion of Nominaion and Remuneraion of the Board of Directors as well as the Board of Commissioners.
4. Nominaion is to propose a person to be appointed in the posiion as Member of the Board of Directors or
Board of Commissioners.
CHAP
TER I INTR
ODUC
TION
of Directors and Board of Commissioners.
8. The Company writen in capital leter “C”, means PT Elnusa Tbk, while company writen in small leter c shall refer to other companies in generalPerusahaan atau Perseroan dengan huruf P kapital adalah PT Elnusa Tbk, sedangkan perusahaan atau perseroan dengan huruf p kecil menunjuk kepada perusahaan secara umum.
9. 1.4.5 The Board of Directors is a Company’s organ that is responsible on the Company’s management,
for the interest of the Company and to meet the objecives of the Company and shall also represent the Company both in and out of a court in accordance with the provisions contained in the Aricles of Associaion.
12. 6The Board of Commissioners is the organ that is in charge of supervising the Company in general and/or
special accordance with the Aricles of Associaion and providing advice to the Board of Directors.
16. 7 Independent Commissioner is a Member of the Board of Commissioners from outside the Company and qualiied as Independent Commissioner.
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and Remuneraion of Board of Commissioners Guidance on Determinaion of Nominaion as well as Board of Directors according to Good Corporate GovernanceNOMINATION AND REMUNERATION COMMITTEE CHARTER
TER II BO
1. Members of the Nominaion and Remuneraion Commitee consist of at least 3 (three) members, namely: a. The member of the Nominaion and Remuneraion Commitee who is Independent Commissioner
shall act as the Chairman of Nominaion and Remuneraion Commitee and shall meet the following requirements:
• Having no shares either directly or indirectly in the Company.
• Has no business relaionship either directly or indirectly related to the aciviies of the Company.
• Are not working or having authority and responsibility for planning, direcing, controlling, or supervising aciviies of the Company within the last six (6) months before being appointed by the Board of Commissioners.
• Shall have neither blood familial relaionship up to 3rd degree, both in verical line and in horizontal line nor relaionship that result from marriage with another member of the Board of Commissioners or with a member of the Board of Directors.
c. The other members of the Nominaion and Remuneraion Commitee are:
• Members of the Board of Commissioners
• Those who are external paries of the Company
• Paries who occupy managerial posiions under the Board of Directors in charge of Human Resources 2. Other Commitee members referred to in item number 1 leter b above could not be derived largely from
those who occupy managerial posiions under the Board of Directors in charge of Human Resources. 3. Members of the Board of Directors of the Company may not be members of the Commitee.
2.2 Term of OiceMasa Jabatan
1. The members of the Nominaion and Remuneraion Commitee shall be appointed and dismissed by the Board of Commissioners.
2. The term of oice for the members of the Nominaion and Remuneraion Commitee must not be longer than the term of oice of the Board of Commissioners as sipulated in Aricle of Associaion which is 3 (three) years staring from the date of appointment and ending up to 3 (three) imes of the General Meeing of Shareholders of the Company ater the date of appointment.
3. The members of the Nominaion and Remuneraion Commitee can be re-appointed only for another 1 (one) period.
4. The membership of the Nominaion and Remuneraion Commitee may be ended at any ime before the term of oice ends accordance with the Decision of the Board of Commissioners.
5. Replacement of the Nominaion and Remuneraion Commitee members who are not from the Board of Commissioners made no later than 60 (sixty) days from the referred Nominaion and Remuneraion Commitee members can no longer perform its funcion.
CHAP
TER II BO
ARD OF DIRE
C
T
OR
S
2.3 Membership Requirements
2.3.1 General Requirements
1. Having integrity, dedicaion, ability, educaion, independency and experience to perform their
supervisory duies and funcions and able to communicate in wriing the results of performance of duies and funcions to the Board of Commissioners in accordance with the applicable procedures.
3. Having adequate knowledge to understand the principles and management process of the
determinaion of Nominaion and Remuneraion as well as to communicate the result in wriing to the Board of Commissioners.
5. Having adequate knowledge of the Aricle of Associaion of the Company, statutory regulaions
relaive to the determinaion of Nominaion and Remuneraion.
8. Having adequate knowledge of the Nominaion and Remuneraion which is applicable in the similar industry/business of the Company and scale of business of the Company in its industry.
10. Sekurang-kurangnya salah satu Anggota Komite harus memiliki latar belakang dan kompetensi dalam pendidikan atau memiliki keahlian dalam bidang Sumber Daya Manusia.
12. At least one of members of the Nominaion and Remuneraion Commitee must have educaional
background or experise in the ield of Human Resources.
2.3.2 Special Requirements
In addiion to the general requirements menioned above, paricularly for members of the Commitee who are external paries of the Company must also meet the requirements that are not ailiated with the Company, the members of the Board of Commissioners, the members of the Board of Directors or majority shareholders of the Company.
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and Remuneraion of Board of Commissioners Guidance on Determinaion of Nominaion as well as Board of Directors according to Good Corporate GovernanceNOMINATION AND REMUNERATION COMMITTEE CHARTER
TER III DUTIE
S AND RE
SPONSIBILITIE
S
The Nominaion and Remuneraion Commitee shall be in charge of and responsible for assising the Board of Commissioners in determining the Nominaion and Remuneraion for the Board. Each member of the Nominaion and Remuneraion Commitee should act independently in performing their duies.
3.1 Duies and Responsibiliies
The Nominaion and Remuneraion Commitee has duies and responsibiliies of at least: 3.1.1 Funcion of Nominaion:
1. Providing recommendaions to the Board of Commissioners concerning:
a. Posiion composiion of the members of the Board of Directors and/or Board of Commissioners. b. Policies and criteria required in the process of candidates nominaion of the Board of Directors
and/or Board of Commissioners.
c. Performance evaluaion policy for members of the Board of Directors and/or Board of Commissioners.(Flow of nominaion process for candidate of the member of the Board of Directors and/or Board of Commissioners sipulated in Appendix 1 of the Commitee Charter).
2. Assising the Board of Commissioners in evaluaing the performance of the Board of Directors and/or
Board of Commissioners based on criteria that have been prepared as an evaluaion.
3. Providing recommendaions to the Board of Commissioners concerning the development programs of
the Board of Directors and/or Board of Commissioners.
4. Providing qualiied candidates proposed as members of the Board of Directors and / or Board of Commissioners to the Board of Commissioners to be submited to the General Meeing of Shareholders.
3.1.2 Funcion of Remuneraion:
1. Providing recommendaions to the Board of Commissioners concerning:
a. RemuneraionStructure for members of the Board of Directors and / or Board of Commissioners. b. Policy on Remuneraion for members of the Board of Directors and / or Board of Commissioners. c. Tier on Remuneraion for members of the Board of Directors and / or Board of Commissioners.
(Flow of remuneraion process for the member of the Board of Directors and/or Board of Commissioners sipulated in Appendix 2 of the Commitee Charter).
2. Assising the Board of Commissioners in evaluaing the performance of the Board of Directors and/or Board of Commissioners in related to the remuneraion given to the Board of Directors and/or Board of Commissioners.
3. Remuneraion structure as referred to in leter a number 1 above may include:
a. Salary b. Honorarium c. Incenives and / or
d. Allowances which are ixed and / or variable
4. Preparaion of the structure, policy and the amount of remuneraion should take consideraion of: a. Remuneraion which is applicable in the similar industry/business of the Company and scale of
business of the Company in its industry.
b. Duies, responsibiliies and authority of the Board of Directors and / or Board of Commissioners in associated with the achievement of objecives and the performance of the Company.
c. Target performance of each Member of the Board of Directors and / or Board of Commissioners. d. Allowance balance between the ixed and variable.
9. The structure, policies and amount of remuneraion referred to in number 4 above should be evaluated
by a commitee of at least 1 (one) ime in 1 (one) year.
CHAPTER III
CHAP
TER III DUTIE
S AND RE
SPONSIBILITIE
S
3.2 Ethical Code of Conideniality
1. Members of the Nominaion and Remuneraion Commitee who are sill in oice, or who have been ceased
to be members of the Commitee shall keep conideniality of the documents, data and informaion they have obtained during in oice as Commitee member, from both internal and external paries and shall only use then for purpose of performing their duies.
2. The Nominaion and Remuneraion Commitee members are prohibited from abusing any important
informaion relaing to the Company for personal beneits.
3. The Nominaion and Remuneraion Commitee members in performing their duies and responsibiliies
shall comply with the Company Ethic Standards and are prohibited from taking personal beneits both directly and indirectly from the Company’s aciviies other than the honorarium together with the faciliies and other allowances.
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and Remuneraion of Board of Commissioners Guidance on Determinaion of Nominaion as well as Board of Directors according to Good Corporate GovernanceNOMINATION AND REMUNERATION COMMITTEE CHARTER
TER
2. The Nominaion and Remuneraion Commitee Meeing held only if:
a. Atended by majority of the Members of Nominaion and Remuneraion Commitee.
b. One of the majoriies of the Members of Nominaion and Remuneraion Commitee referred to in paragraph a above is the Chairman of the Nominaion and Remuneraion Commitee.
3. Resoluion of the Nominaion and Remuneraion Commitee meeings is taken by consensus 4. In the event of decision based on consensus agreement fails, shall be adopted by voing based.
5. In the event of decision-making by voing based occurs ie vote, then the Chairman of the Meeing shall cast the deciding vote.
6. In the event of the decision-making process occurs dissening opinion, the dissening opinion shall be stated in the Minutes of the Meeing and the reasons for such dissent.
7. The resoluion of the Nominaion and Remuneraion Commitee meeings shall be stated in the Minutes of Meeing and shall be documented properly.
8. The Minutes of the Meeing must be submited in wriing to the Board of Commissioners.
4.2 Reporing
1. pelaksanaan tugas, tanggung jawab dan prosedurN.diungkapkan The Nominaion and Remuneraion
Commitee shall submit a report on the acivity of the Nominaion and Remuneraion Commitee to the Board of Commissioners on a regular basis at least 1 (one) imes a year or at the request of the Board of Commissioners.
2. Report of the Nominaion and Remuneraion Commitee is part of the report of the Board of Commissioners
and submited to the General Meeing of Shareholders.
3. The implementaion of the funcions of the Nominaion and Remuneraion Commitee should be loaded to
website of the Company at least:
a. The statement that the Company has Nominaion and Remuneraion Commitee Charter.
b. Brief descripion of the duies and responsibiliies of the Nominaion and Remuneraion Commitee during the iscal year.
CHAPTER IV
CHAP
TER V PR
OHIBITIONS
1. The members of the Nominaion and Remuneraion Commitee are prohibited from taking personal advantage,
either directly or indirectly from the Company in addiion to a legiimate income.
2. The members of the Board of Commissioners who act as the Chairman or Member of the Nominaion and
Remuneraion Commitee is not given any addiional income.
CHAPTER V
PROHIBITIONS
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Guidance on Determinaion of Nominaion and Remuneraion of Board of Commissioners as well as Board of Directors according to Good Corporate Governance
NOMINATION AND REMUNERATION COMMITTEE CHARTER
TER VI CL
OSING
1. The Nominaion and Remuneraion Commitee Charter efecively starts ater the approval of the Board of
Commissioners.
2. This Nominaion and Remuneraion Commitee Charter will be evaluated on annual basis for improvement or
updaing thereof as may be necessary with regard to the statutory regulaions.
Jakarta, 22nd May 2015 Board of Commissioners
PT Elnusa Tbk
President Commissioner Syamsu Alam (Signed)
Independent Commissioner Pradana Ramadhian (Signed)
Independent Commissioner Rinaldi Firmansyah (Signed)
Commissioner Budhi Himawan (Signed)
Commissioner Hadi Budi Yulianto (Signed)
CHAPTER VI
CHAP
TER VI CL
OSING
APPENDIX 1:
FLOW OF NOMINATION PROCESS FOR CANDIDATES OF BOARD OF DIRECTORS AND/OR BOARD OF COMMISSIONERS
APPENDIX 2:
FLOW OF REMUNERATION PROCESS
PROPOSAL SELECTIONRECOMENDATION and DECISION
The proposal for the
1. The evaluaion of the amount of remuneraion:
• Proposal from Board of Directors and/or Board of Commissioners. • Evaluaion by the Nominaion and Remuneraion Commitee
2. The Nominaion and Remuneraion Commitee conducted a survey and/or the comparaive study and conduct the study in determining the amount of remuneraion that apply to the industry in accordance with the Company’s business aciviies and the type of business scale of the Company in its industry. If needed Nominaion and Remuneraion Commitee may appoint consultants or independent paries to obtain more valid data.*
3. Assessment of the performance of the Company by the Nominaion and Remuneraion Commitee as a relecion of the performance of the Board of Directors and Board of Commissioners..
*) Nominaion and Remuneraion Commitee may appoint consultants or independent paries to assist the Commitee with the writen approval of the Board of Commissioners and the expense of the Company allocated from the budget of the Board of Commissioners.
4. Based on the survey results and/or the comparaive study and performance of the Company, the Nominaion and
Remuneraion Commitee will recommend the amount of remuneraion for Board of Directors and Board of Commissioners to the Controlling Shareholder.
5. Approval of Controlling Shareholders on the amount of remuneraion for Board of Directors and Board of Commissioners. 6. The Board of Commissioners announces the commitee’s recommendaion to the General Meeing of Shareholder. 7. Decision of the General Meeing of Shareholders on the amount of remuneraion for Board of Directors and Board of
Commissioners. 1. Analysis of the track record
and competence
Guidance on Determinaion of Nominaion and Remuneraion of Board of Commissioners as well as Board of Directors according to Good Corporate Governance
NOMINATION AND REMUNERATION COMMITTEE CHARTER
PT Elnusa Tbk Graha Elnusa 16th Floor Jl. T.B. Simatupang Kav. 1B Jakarta 12560, Indonesia Tel. +62 21-78830850 (Huning) Fax. +62 21-78830907
