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4. In the case of members of the Committee have a conflict of with a recommended proposal, then the proposal should disclose the conflict of interest along with considerations underlying the proposal.
5. On the authority granted by the AGM, the Committee conducts a review, provide advice and recommendations to BOC about changes related to remuneration and compensation policies for members of BOC, BOD, and Sharia Supervisory Board
6. Make evaluations and provide recommendations to the BOC about manpower policy and HR management function that contain significant risks including in the Company’s future growth.
7. Assist BOC in its active oversight function in order to meet the responsibility to implement effective risk management in outsourcing in accordance with its scale, characteristics, and complexity, that at least include:
a. Approve and evaluate policies including improvements in outsourcing policy, and
b. Evaluate the accountability Board of Directors on risk management in outsourcing.
8. Give recommendations to the BOC with regard to independent parties nominated as members of the Audit Committee, Risk Monitoring Committee and the Nomination and Remuneration Committee.
9. Develop guidelines for and rules of the Committee (the Charter) and conduct a review at least once 3 in years.
Meetings in 2014
As stipulated in the Charter, the NomRem Committee shall meet at least 10 times a year. Meetings can only be held when attended by at least 51% of the total members, which includes an Independent Commissioner and an Executive HR. In 2014, the NomRem Committee held 12 meetings with 6-8 meeting agenda in each meeting.
The attendance record of each member is as follows.
Frequency
(12 times) Pri
Notowidigdo Zulkifli M.
Ali Ananda
Barata Sumantri Slamet
Hamidah Naziadin 1)
Ahmad Zulqarnain
Onn 2)
Eric G.
Kosasih
Attendance 12 12 12 12 3 2 11
Teleconference - - - - 2 1 -
1) No longer member of the NonRem Committee effective September 15, 2015 2) Member of NonRem Committee effective November 2014
378 2014 Annual Report CIMB NIAGA
During 2014 NomRem Committee carried out its duties and manage to:
1. Provide assessment and recommendation of the nomination of candidates for the Board of Commissioners and Board of Directors proposed by shareholders with consideration of skills, competencies, and experience submitted. Furthermore, the proposed recommendation is to be forwarded to the Board of Commissioners and Directors for approval at the AGM.
2. To evaluate and provide input to the assessment of Key Performance Indicator (KPI) pertaining to the Board of Directors s based on the achievement of each KPI component. Provide direction for the preparation of the Board of Directors 2015 KPI framework, in order to be more focused in supporting the Company’s strategy for the upcoming 2015.
3. Provide direction and evaluate the compensation of members of the Board of Commissioner and Director, with regard to the internal balance and comparison with the market to encourage their optimum performance.
Provide recommendations on the framework from employee bonus distribution, the Board of Directors and senior leadership in a balanced and fair manner, with the principles of fairness and objectivity based on performance achievements.
4. Provide directions and inputs on the strategic plans for Human Resource Directorate in 2014, with a key focus on how to support the Company’s business direction in 2014.
5. Provide guidance and give recommendations on the alignment of the Company’s Vision, Mission and Values with those of CIMB group, by always upholding the principles Corporate Governance, taking to account the existence of CIMB Niaga as a local entity that has the characteristics as a multi-Local market in Indonesia, but proceed in executing the goals and aspirations as part of a regional bank in the ASEAN region.
6. Provide guidance and recommendation regarding the implementation of Risk Management and Internal Control in order to prevent and minimize frauds through the entire HR processes, such as, among others, recruitment, training and other intervention programs, rewards and sanctions, and the importance of inherent monitoring by leaders.
7. Evaluate and provide recommendations on the implementation of the project Branch Manager as Entrepreneur (BME), in order to ensure better synergies between units at branches to encourage progress and real achievements.
8. Provide guidance and recommendations to review and evaluate the effectiveness of non-retail loan process, especially CredAm organization (Credit Administration) under the Directorate of OIT.
9. Provide guidance and recommendations on Commercial Banking strategic plan under the newly assigned senior leaders.
10. Provide direction and evaluation of the implementation of the legal framework of the new organizational model, which became effective March 1, 2014, which is the decentralization of in-house legal officer in each business line, in order to handle matters related to operational legality.
11. Provide guidance and recommendations on the implementation of talent management framework in order to identify potential employees and create a succession plans for critical positions.
12. Provide guidance and recommendations on several proposals related to human resource management after the merger, the most important of which is employee loan and treatment schemes.
13. Provide guidance and recommendations on the negotiation process of Collective Labor Agreement that for the period of 2012 to 2014 expired on October 17, 2014.
14. Provide guidance and recommendations on comparative study conducted on banking productivity initiatives initiated by CIMB Niaga through Hay Group.
15. Provide guidance and recommendations on the management of Foreign Workers.
16. Provide direction, reviews, and recommendations on the proposed NRC Focus review for 2015.
17. Provide guidance and recommendations related to HR issues, including the settlement of issues related to industrial relations, Top HR Operational Risk reported quarterly, HR Metrics, and etc.
379 2014 Annual Report CIMB NIAGA
The NonRem Committee periodically reports its activities and give recommendations to the BOC.
Pri Notowidigdo Chairman (Independent Commissioner)
Ahmad Zulqarnain Onn Member (Commissioner) Ananda Barata
Member (Independent)
Sumantri Slamet Member (Independent) Zulkifli M. Ali
Member (Independent Commissioner)
Eric G. Kosasih Member and Secretary of the Committee
380 2014 Annual Report CIMB NIAGA