AUDIT COMMITTEE MEMBER
YAP TJAY SOEN
AUDIT COMMITTEE MEMBER
CIMB NIAGAANNUAL REPORT 2019
The Nomination and Remuneration Committee (NRC) is a committee established by the Board of Commissioners to assist the Board of Commissioners in performing its supervision responsibilities related to the nomination and remuneration policies for the Board of Commissioners, Board of Directors, Sharia Supervisory Board, members of Committees under the Board of Commissioners, and all Bank employees in accordance with the prevailing rules and regulations.
LEGAL BAsis
NRC was established based on the following regulations:
1. Financial Services Authority OJK Regulations and OJK Circular Letters regarding the implementation and organisation of Corporate Governance, Nomination and Remuneration Committee, Remuneration Governance and the Principle of Prudency for Commercial Banks that conduct Outsourcing to Other Parties.
2. CIMB Niaga’s Articles of Association concerning the duties and authorities of the Board of Commissioners
3. Corporate Policy Manual.
nOminAtiOn AnD REmunERAtiOn COmmittEE ChARtER
NRC has a Charter that regulates the membership, structure, authority, duties and responsibilities, meetings, activities and work procedures of the NRC in the implementation of their functions, which has been adapted to OJK Regulation No.34/POJK.04/2014. The NRC Charter was last updated on 4 January 2019 and uploaded to the Bank’s website. The NRC Charter is reviewed periodically so as to comply with the prevailing rules and regulations.
tERm OF OFFiCE
The prevailing regulation stipulates that the NRC term of office shall be no longer than the term of office of the Board of Commissioners, in accordance with OJK Regulation No. 34/
POJK.04/2014, NRC Charter, and can be re-elected. The term of office for Committee members appointed during their term of office on the Board of Commissioners shall end at the same time as their term of office ends as a member of the Board of Commissioners.
nOminAtiOn AnD REmunERAtiOn COmmittEE’s numBER OF mEmBERs, stRuCtuRE AnD COmPOsitiOn
The membership and composition, as well as independency of the NRC members meet the requirements of the prevailing regulations. In 2019, CIMB Niaga NRC comprised a total of 4 (four) members, consists of 1 (one) Chairman concurrently as a member who was an Independent Commissioner, 1 (one) member who was an Independent Commissioner, 1 (one) member who was a Commissioner, and 1 (one) Bank Executive Officer in charge of Human Resources (HR).
NRC members are appointed by the Board of Directors with the approval of the Board of Commissioners, and based on the recommendation of the Nomination and Remuneration Committee.
Nomination and Remuneration Committee Membership Composition in 2019
no name Position in Bank Position in committee term of office
1 Pri Notowidigdo Independent Commissioner Chairman 2016 – 2020
2 Glenn M. Surya Yusuf * Vice President Commissioner Member 2018 - 2020
3 Didi Syafruddin Yahya ** Commissioner Member 2019 - 2023
4 Jeffrey Kairupan ** Independent Commissioner Member 2019 - 2020
5 Joni Raini Executive Officer in charge
of HR
Secretary and Member 2016 - 2020
*) Has tendered his resignation as Vice President Commissioner according to the letter dated 31 August 2019 which effective on 1 September 2019.
**) NRC member with effective date as of 26 November 2019
CIMB NIAGAANNUAL REPORT 2019
PROFiLE OF nOminAtiOn AnD REmunERAtiOn COmmittEE mEmBERs
Pri notowidigdo
Nomination and Remuneration Committee Chairman.
Appointed as Nomination and Remuneration Committee Chairman in March 2013 and reappointed at the AGM on 15 April 2016.
He also serves as Independent Commissioner of the Bank.
The complete profile is available in the Board of Commissioners’ Profiles.
Legal Basis of Appointment as NRC Chairman
• NRC Recommendation No. 006/NOMREM/KP/III/2016 dated 23 March 2016
• Board of Commissioners’ Circular Decree 007/DEKOM/KP/IV/2016 dated 6 April 2016.
• Board of Directors’ Circular Decree No.003/SIR/DIR/X/2018 dated 30 October 2018 Glenn m. Surya yusuf
Nomination and Remuneration Committee Member.
Appointed as Nomination and Remuneration Committee Member on 19 October 2018 and is concurrently a Risk Oversight Committee Member.
He also served as Vice President Commissioner of the Bank.
The complete profile is available in the Board of Commissioners’ Profiles.
Legal Basis of Appointment as NRC Member
• NRC Recommendation No.. 013/NOMREM/KP/X/2018 dated 22 October 2018
• Board of Commissioners’ Circular Decree No. 018/DEKOM/KP/X/2018 dated 23 October 2018
• Board of Directors’ Circular Decree No. 003/SIR/DIR/X/2018 dated 30 October 2018 Didi Syafruddin yahya
Nomination and Remuneration Committee Member.
Appointed as Nomination and Remuneration Committee Member on 26 November 2019 and is concurrently a Risk Oversight Committee Member.
He also serves as Commissioner of the Bank.
The complete profile is available in the Board of Commissioners’ Profiles . Legal Basis of
Appointment as NRC Member
• NRC Recommendation No. 011/NOMREM/KP/XI/2019 dated 26 November 2019
• Board of Commissioners’ Circular Decree No. 021/DEKOM/KP/XI/2019 dated 26 November 2019
• Board of Directors’ Circular Decree No. 001/SIR/DIR/I/2020 dated 7 January 2020 Jeffrey Kairupan
Nomination and Remuneration Committee Member
Appointed as Nomination and Remuneration Committee Member on 26 November 2019 and is concurrently an Audit Committee Chairman and Integrated Governance Committee Chairman.
He also serves as Independent Commissioner of the Bank.
The complete profile is available in the Board of Commissioners’ Profiles Legal Basis of
Appointment as NRC Member
• NRC Recommendation no. 011/NOMREM/KP/XI/2019 dated 26 November 2019
• Board of Commissioners Circular Decree no. 021/DEKOM/KP/XI/2019 dated 26 November 2019
• Board of Directors’ Circular Decree No. 001/SIR/DIR/I/2020 dated 7 January 2020 Joni raini
Nomination and Remuneration Committee Secretary concurrently Member.
Appointed as Nomination and Remuneration Committee Secretary concurrently Member in 2015 and reappointed at the AGM on 15 April 2016.
He is the Executive Officer in charge of HR.
The complete profile is available in the Senior Executive’s Profiles.
Legal Basis of Appointment as NRC Member
• NRC Recommendation No. 006/NOMREM/KP/III/2016 dated 23 March 2016
• Board of Commissioners Circular Decree No. 007/DEKOM/KP/IV/2016 dated 6 April 2016.
• Board of Directors’ Circular Decree No. 003/SIR/DIR/X/2018 dated 30 October 2018
CIMB NIAGAANNUAL REPORT 2019