The Nomination and Remuneration Committee (NRC) Charter conforms to POJK No. 34/POJK.04/2014 which took effect in 2016. The NRC Charter was last updated on 26 February 2016 and has been uploaded to the Bank’s website. The Charter will be reviewed periodically in order to comply with the prevailing regulations.
Structure and Membership
The membership, composition, and independency of the Nomination and Remuneration Committee membership comply with the prevailing regulations, and consists of 2 (two) Independent Commissioners and a Commissioner.
Nomination and Remuneration Committee members were appointed upon Nomination and Remuneration Committee Recommendation No. 006/NOMREM/KP/
III/2016 dated 23 March 2016 and approved by Board of Commissioners Circular Decision No. 007/DEKOM/
KP/IV/2016 dated 6 April 2016. The appointment takes effect from the close of AGMS 2016 until the close of the AGMS 2020.
The Nomination and Remuneration Committee performs its duties and responsibilities in a professional and independent manner, without interference from any parties not in compliance with law and regulations.
Nomination and Remuneration Committee Membership Composition in 2016:
No Name Position Position in the Committee Period Position
1 Pri Notowidigdo Independent Commissioner Chairman 2016 - 2020
2 Ahmad Zulqarnain Onn Commissioner Member 2016 - 2020
3 Armida S. Alisjahbana* Independent Commissioner Member 2016 - 2020
4 Zulkifli M. Ali** Independent Commissioner Member 2013 - 2016
5 Ananda Barata** Independent Party Member 2013 – 2016
6 Sumantri Slamet** Independent Party Member 2013 - 2016
* Appointed at AGMS on 15 April 2016.
** Term of office as member of NRC ended at the close of the AGMS on 15 April 2016.
Board of Commissioners Committees
Qualification & Profile of Member of Nomination and Remuneration Committee
Member Profile Career Background Education
Pri Notowidigdo Chairman
Serves as Chairman of the Nomination and Remuneration Committee since March 2013. He also serves as an Independent Commissioner.
Detailed profile is listed in the Board of Commissioners Profiles.
Listed in the Board of Commissioners Profiles.
Ahmad Zulqarnain Onn Member
Serves as member of the Nomination and Remuneration Committee since November 2014. He also serves as an Commissioner
Detailed profile is listed in the Board of Commissioners Profiles
Listed in the Board of Commissioners Profiles.
Armida S. Alisjahbana Member
Appointed as member of the Nomination and Remuneration Committee since the AGMS on 15 April 2016. She also serves as an Independent Commissioner.
Detailed profile is listed in the Board of Commissioners Profiles
Listed in the Board of Commissioners Profiles.
In order to comply with POJK No. 55/POJK.03/2016 dated 7 December 2016 concerning Implementation of GCG for Commercial Banks, the NRC is also equipped with an executive in charge of Human resource (HR), namely Joni Raini, who also serves as member and secretary of the Nomination and Remuneration Committee.
During 2016, Joni Raini attended training related to Leadership, Risk & Governance, including the ASEAN Corporate Governance Scorecard organised by IICD, Basel Update and Impact on CIMB Niaga, Competing Through Organisation: Talent, Leadership & Culture, and Leadership Series with Dr. Boen, as well as attending several internal coordination meetings and workshops in the Directorate of Human Resources.
Term of Office
The term of office of the NRC cannot be longer than the BoC term of office as stipulated in POJK No. 34/
POJK.04/2014 and the Articles of Association and
members can be re-appointed. The term of office of a member of the NRC who is appointed during the BoC term of office will end simultaneously with that BoC term of office.
Duties and Responsibilities
The Nomination and Remuneration Committee is assigned and responsible to provide recommendations to the BoC with regards to the following areas:
1. Nomination policy:
a. Prepare and provide recommendations on the appointment and/or replacement system and procedures for Commissioners and Directors, and Sharia Supervisory Board for submission to the GMS;
b. Provide recommendations on prospective Commissioners and Directors, and Sharia Supervisory Board members to the BoC for submission to the GMS;
c. Evaluate the performance and establish a development programme for the BoC, BoD and Sharia Supervisory Board;
d. Provide recommendations on Independent Parties to be nominated as Audit Committee, Risk Oversight Committee, and Integrated Corporate Governance Committee members.
2. Remuneration Policy:
a. Evaluate remuneration policy.
b. Evaluation conformity between the remuneration policy and implementation.
c. Provide recommendations to the BoC on:
• The remuneration structure, policy and amount for the BoC, SSB, BoD and members of BoC Committees; and
• The remuneration policy framework for executives and employees as a whole, as approved by the BoD.
3. NRC shall ensure that the remuneration policy takes into account:
a. financial performance and fulfillment of reserves as stipulated in prevailing laws and regulations;
b. individual work performance;
c. fairness with peer group; and
d. consideration of the Bank’s long term goals and strategies.
4. In the event that NRC members have a conflict of interest with propsed recommendations, then the proposal shall disclose the conflict of interest as well as the considerations underlying the proposal.
Activity Report 2016
Throughout 2016 NRC has carried out the following duties:
1. Conducted assessment and recommendations on prospective members nomination of the Directors, Commissioners, Committee and Independent Party proposed by the Shareholders by taking into account the skills, competencies, and experience.
Furthermore, the recommendation was submitted and discuss in the GMS.
2. Provided direction and recommendation on the implementation of talent management in the company, to identify potential employees and create a succession plan for critical positions.
3. Provided recommendations and proposals to support the Talent Review Council programme and put emphasis more on the identified talent by giving a larger role as part of retention. NRC also advised the management to observe talent outside Jakarta region as part of efforts to support business growth.
4. Conducted evaluation and provided input on the assessment of Key Performance Indicators (KPI) on which the NRC advised the management to develop new indicators that are more represent the Bank performance and emphasised the unit achievements should be in align with the overall performance of the Bank.
5. Provided recommendations on POJK concerning risk basis remuneration including the definition of material risk taker, the impact of the new regulation towards the Bank sustainability and the method of payment
6. Conducted evaluation and provided input on Consumer Banking initiatives in strengthening the segments of Credit Card, Auto, and branch efficiency.
7. Provided recommendation on bonus distribution framework for employees, directors and senior management in a balanced and fair manner, based on the principle of fairness and objectivity according to the performance achievement
8. Provided recommendations regarding the management of underperforming employees by highlighting the importance of intense monitoring on the employee performance, consistent process and the impact on business.
9. Provided review and recommendation on the remuneration scheme for BoD, BoC, SSB and Committees Members in order to maintain the level of fairness and competitiveness to create a positive impact on the overall Bank performance.
10. Provided input for the improvement process of running a leadership development programme for
Board of Commissioners Committees
11. Provided recommendations on management initiatives on new schemes for health care benefits to create the best output for employees as well as for the Bank.
12. Provided input on improvement to the nomination process of the BoD in order to acquire candidates with the best qualifications and align with the Bank internal succession plan.
13. Provided feedback to the management on the follow-up plan of the Employee Engagement Survey (EES) and the Internal Customer Satisfaction Index (ICSI) results to ensure the plan are on-target and effective.
14. Provided feedback on handling the Labour Union to reach mutual agreement and maintain a better relationship between management and Labour Union.
15. Provided input on the method implementation of Merit Increase, promotion and bonus payments that linked to KPI.
16. Conducted initial discussions and provided recommendations related to pension conversion plans by taking into consideration of the employee’s aspirations, the pension fund investment method, the use of consultants and their impact on business and organisation.
17. Provided improvement processes so that risk evaluation is conducted not only by the Risk Management unit, but also by the Risk Oversight Committee.
18. Conducted discussions and provided recommendations for the capability development programme for the BoC and BoD.
19. Conducted discussions and developed a policy on the Nomination and Performance Assessment for the Commissioners, Directors, and Sharia Supervisory Board and Committee
20. Provided direction and recommendations related to the Integrated Corporate Governance Committee (ICGC). The main tasks of the ICGC is to evaluate the implementation of Integrated Corporate Governance through assessment of internal control and the implementation of integrated compliance, and made recommendations to the BoC on the nomination and improvement of IGC Manual.
21. Provided guidance and recommendation on Human Resource issues in general, such as problem solving of industrial relations issues, Top HR Operational risks that are reported quarterly, HR Metrics, and so forth.
The NRC reports its activities and recommendations to the BoC on a regular basis