The Nomination and remuneration Committee is established by the Board of Commissioners to assist its supervisory responsibility in the implementation of Nomination and remuneration policies for the Board of Commissioners, Directors and all Company’s employees with due observance to the prevailing regulations.
Legal References
The establishment of Nomination and remuneration Committee refers to the following regulations:
1. Bank Indonesia regulation No. 8/4/PBI/2006 and its amendment No. 8/14/PBI/2006 on Implementation of Good Corporate Governance for Commercial Banks.
2. Financial Services Authority regulation No. 34/POJK.04/2014 on the Nomination and remuneration of Issuers or Public Companies.
3. Bank Indonesia Circular Letter No. 15/15/DPNP of 2013 concerning the Implementation of Good Corporte Governance for Commercial Banks.
4. Bank Indonesia regulation No. 11/33/PBI/2009 on the Implementation of Good Corporate Governance for Islamic Banks and Sharia Business Unit
5. Bank Indonesia regulation No. 13/25/PBI/2011 concerning the Precautionary Principle for Commercial Banks Assigning Partial Work to Other Party.
Nomination and Remuneration Committee Charter
The Nomination and remuneration Committee Charter was last updated on 26 July 2013 and remain effective throughout 2015. For the record, the Company is currently revising its Nomination and remuneration Committee Charter to be in compliance with the Financial Services Authority regulation No. 34/POJK.04/2014, which will be effective in 2016.
Structure, Membership & Independency
The membership, composition, and independency of the Nomination and remuneration Committee members have complied with the prevailing regulations, which consist of two Independent Commissioners, a Commissioner, and two independent members and an Executive in charge of Human resource (Hr) or representative of employees.
The Nomination and remuneration Committee performs its duties and responsibilities in a professional and independent manner, without interference from any parties that are not in compliance with the laws and regulations.
Period of January - December 2015
No Name Position Position in the Committee
1 Pri Notowidigdo Independent Commissioner Chairman
2 Zulkifli M. Ali Independent Commissioner Member
3 Ahmad Zulqarnain Onn Commissioner Member
4 Ananda Barata Independent Party Member
5 Sumantri Slamet Independent Party Member
6 Joni raini Human resource Executive Member concurrently as Secretary
Nomination and Remuneration Committee Members Qualifications & Profiles
Members Profiles Career Background Education
Pri Notowidigdo
Chairman Serves as the Nomination and remuneration Committee Chairman since March 2013. He also serves as CIMB Niaga Independent Commissioner.
Detailed profile is listed in the Board of Commissioners’
Profiles section.
Detailed profile is listed in the Board of Commissioners’
Profiles section.
Members Profiles Career Background Education Zulkifli M. Ali
Member Appointed as Member of the Nomination and remuneration Committee since March 2013. He also serves as CIMB Niaga Independent Commissioner.
Detailed profile is listed in the Board of Commissioners’
Profiles section.
Detailed profile is listed in the Board of Commissioners’
Profiles section.
Ahmad Zulqarnain Onn
Member
Appointed as Member of the Nomination and remuneration Committee since November 2014. He also serves as CIMB Niaga Commissioner.
Detailed profile is listed in the Board of Commissioners’
Profiles section.
Detailed profile is listed in the Board of Commissioners’
Profiles section.
Ananda Barata
Member Indonesian Citizen, 55 years old. He serves as Member of the Nomination and remuneration Committee since March 2013, and concurrently as Member of risk Monitoring Committee.
Previously at CIMB Niaga he served as Director of Operations & IT (2007-2008); Commissioner (2003- 2007), Independent Commissioner (2008-2013), with concurrent position as Member of the Audit Committee and the Nomination and remuneration Committee. He also served as Director of PT Perusahaan Pengelola Aset (Persero) in 2004-2007; Head of Bank restructuring in Indonesian Banking restructuring Agency (IBrA) in 2000- 2004. In addition, he held various executive positions at PT Bank Universal, PT Bank Nusa Nasional, and Chase Manhattan Bank, N.A.
He holds a Bachelor Degree in Business Administration majoring in Finance from American University, Washington DC, USA
Nomination and Remuneration Committee
Members Profiles Career Background Education
Sumantri Slamet
Member Indonesian citizen, 61 years old. He serves as Member of the Audit Committee since 2013 and concurrently serves as member of the Nomination and remuneration Committee.
Previously he was Head of Project Finance and Head of Investor relations of PT Medco Energy International Tbk, and Managing Directors of several overseas subsidiaries until August 2013. He served as Director of PT Surya Citra Media Tbk and its subsidiary PT Surya Citra Televisi (SCTv) during 2005-2008. He served as vice Chairman of Indonesian Banking restructuring Agency (IBrA) from 1999 to 2004. Managing Director of PT Kustodian Depositori Efek Indonesia from 1996 to 1998. Member of the Board of Commissioners of PT Bank Central Asia Tbk (BCA), PT Astra International Tbk, PT Bank Indonesia Internasional (BII) and PT Trimegah Securities.
During his tenure as Commissioner of BII, he also served as the Nomination and remuneration Committee Member and Chairman of the Audit Committee. Similarly when he was Commissioner at PT Trimegah Securities, he served as Chairman of the Audit Committee.
- Bachelor of Mathematics and Natural Science from University of Indonesia in 1978.
- Master of Science in 1981 - Ph.D in Computer Science
from University of Illinois at Urbana Champaign in 1983.
Joni Raini Member and Secretary
Serves as Member and Secretary of the Nomination and remuneration Committee since 2015.
Detailed profile is listed in the Executives’ Profiles section.
Detailed profile is listed in the Executives’ Profiles section.
Duties and responsibilities
The Nomination and remuneration Committee is assigned and responsible to provide recommendations to the Board of Commissioners with regards to the following areas:
1. Nomination policy:
a. Prepare and provide recommendations on the appointment and/or replacement system and procedures of Members of the Board of Commissioners and Directors, and Sharia Supervisory Board for submission to the General Meeting of Shareholders;
a. Provide recommendations on prospective members of the Board of Commissioners and/or Directors, and/
or Sharia Supervisory Board to the Board of Commissioners for submission to the General Meeting of Shareholders;
a. Provide recommendations on Independent Party nominated as the Audit Committee and risk Monitoring Committee members.
2. Remuneration policy:
a. Evaluation on the remuneration policy;
b. Evaluation on the conformity between the remuneration policy and its implementation;
c. Provide recommendations to the Board of Commissioners on:
• the remuneration policy for the Board of Commissioners, Sharia Supervisory Board and Directors for submission to the General Meeting of Shareholders; and
• the remuneration policy framework for Executives and employees as a whole, which has been approved by the Directors.
3. The Committee shall ensure that the remuneration policy is taking into account:
a. financial performance and fulfilment of reserve as stipulated in the 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 the Committee members have conflict of interest with the recommendations proposal, then the proposal shall disclose the conflict of interest as well as the considerations underlying the proposal.
Performance of Duties Report 2015
During 2015, the Committee has carried out the following duties:
1. Conducted assessment and recommendations on prospective members nomination of the Directors proposed by the Shareholders by taking into account the skills, competencies, and experience.
Furthermore, the recommendation was submitted to the Board of Commissioners to be forwarded to the Directors for the approval at the GMS.
2. Conducted evaluation and provided input on the assessment of Key Performance Indicators (KPI) of the Directors members based on the achievement of every KPI component. The Nomination and remuneration Committee also provided direction on 2015 KPI Framework, which encourage every individual to focus on achieving personal objectives, and at the same time ensuring synergy between units to enhance achievement of the company performance.
3. Provided direction and recommendation on implementation and alignment of the new vision, Mission and values. One of the projects in 2015 related to corporate culture is “A Better CIMB (ABC Project)” is carried out through 3 viral approaches, namely Symbolic Act BOD, Master Motivator, and ABC roadshow.
4. 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.
5. 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.
6. Provided direction and recommendation on several proposals of Hr Management related to benefits including medical scheme.
7. Provided direction and recommendation regarding the establishment of Integrated Corporate Governance Committee (ICGC) on 26 February 2015. The main duties of ICGC are to evaluate the implementation of Integrated Governance through the assessment of internal control adequacy and the implementation of integrated compliance, as well as recommendations to the Board of Commissioners on the improvement of Integrated Governance guidelines.
8. Provided guidance and recommendation on the plan of company internal organization changes, such as Mikro Laju recalibration, Sharia Business Unit spin-off and risk Management.
9. Provided direction and recommendation regarding merger initiative of 3 auto business units namely CNAF, KITAF, and Auto that competing in the same market.
10. Provided guidance and recommendation related to Job Evaluation project.
11. Provided direction, recommendation and evaluation on the implementation of Mutual Separation Scheme (MSS). The MSS approach is based on voluntary, win-win, and the CIMB Niaga Management will have full authority on the acceptance/rejection.
12. Provided direction and recommendation on the management of Expatriates by emphasising the