NOMINATION AND REMUNERATION COMMITTEE (NRC)

The Nomination and Remuneration Committee (NRC) is established by the BOC with the duty of reviewing the remuneration policy and providing advice and recommendations on the procedure for the selection of candidates and/ or the replacement of members of the BOC and BOD as well as independent third parties within the committees under the BOC.

LEGAL REFERENCES

1. Decree of the SOE Ministry No. PER-01/MBU/2011 dated 1 August 2011 on the Implementation of Good Corporate Governance.
2. Law No. 19 of 2003 dated 19 June 2003 on the SOE.
3. Regulation of the SOE Ministry No. PER-12/MBU/2012 dated 24 August 2012 on the Supporting Organs of the Board of Commissioners/ Supervisory Board of State-Owned Enterprises.
4. The Financial Services Authority Regulation No. 34/ POJK.04/2014 dated 08 December 2014 on the Nomination and Remuneration Committee of Issuers or Public Companies.
6. The Financial Services Authority Regulation No. 55/POJK.03/2016 dated 07 December 2016 on the Governance Implementation in the Commercial Banks.
7. Peraturan Otoritas Jasa Keuangan Nomor: 55/POJK.03/2016 tanggal 07 Desember 2016 Tentang Penerapan Tata Kelola Bagi Bank Umum.

COMMITTEE CHARTER

The Nomination and Remuneration Charter (NRC Charter) regulates the establishment purpose, membership, authorities, duties and responsibilities, composition, work ethics as well as meeting ethics. The Charter serves as the guidelines in implementing duties and responsibilities of the Committee in order to support the effectiveness of the BOC duties and responsibilities related to the HR management.

The NRC Charter is ratified by the Board of Commissioners through Official Memo of the Board of Commissioners Secretariat No: B.41-Sekkom/05/2015 dated 12 May 2015 on the BOC Charter and BOC Supporting ORgan of PT Bank Rakyat Indonesia (Persero) Tbk.

APPOINTMENT AND TERMINATION

The Nomination and Remuneration Committee is established by the BOC to assist the effectiveness of the BOC duties and responsibilities in particular related to the Nomination Policy and Remuneration Policy.

COMMITTEE STRUCTURE AND MEMBERSHIP

Committee Structure

Pursuant to the prevailing rules, the structure and membership of the Nomination and Remuneration Committee of the Company is as follows:

1. The members of the Committee shall be at least 3 (three) members, which consist of an Independent Commissioner, a Commissioner, and an Executive of one level below the BOD that in charge of HR policy (ex officio)
2. In the event that members of the Committee are stipulated of over 3 (three) members, then the Independet Commissioner shall at least 2 (two) members.
3. The BOC can appont Independent Party as the Committee member, with the following criteria:
   1. Mandatory to meet the following requirements:
      1. Has no Affiliations with the Company, members of the BOD, members of the BOC, or the Company’s Controling Shareholder;
      2. Has experience in Nomination and/or Remuneration; and
      3. Does not have concurrent position as member of other committee in the Company.
   2. Appointed by the BOC through recruitment and selection mechanisms.
4. The maximum terms of office is 2 (two) years and may be renewed for subsequent periods of work with due consideration to the term of the BOC and the applicable contract employees’ regulations in the Company, with the possibility of termination by the Board of Commissioners prior to the term of the contract expires. The BOD members are prohibited from the appointment as Committee members.
5. Members of the Committee are appointed by the BOD based on the decision of the BOC meeting.
6. Members of the Committee are appointed for certain period and can be reappointed.
7. The term of office of members is not exceeding the tenure of the BOC as stipulated in the articles of association.

The Nomination and Remuneration Committee consists of a Chairman which is an Independent President Commissioner, and members that consist of all members of the BOC and one executive officer, namely Division Head of Human Resources. The structure and composition has complied with the POJK regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers and Public Companies, and POJK No. 45/POJK.03/2015 on the Implementation of Governance in the Provision of Remuneration the Commercial Banks.

The Members’ Composition from 1 January 2017 to 2 April 2017 is as follows:

The Members’ Composition from 3 April 2017 to 18 October 2017 is as follows:

The Members’ Composition from 18 October 2017 to 31 December 2017 is as follows:

Committee Memberships

1. The Committee members shall at least consist of:
   1. An Independent Commissioner;
   2. An Independent Party having expertise in finance; and
   3. An Independent Party with expertise in risk management.
2. The Independent parties assessed of having financial expertise shall meet the following criteria:
   1. Have knowledge in economics, finance and/ or banking; and
   2. Have work experience of at least 5 (five) years in economic, finance and/ or banking.
3. The Independent parties assessed of having expertise in risk management shall meet the criteria:
   1. Have knowledge in risk management;
   2. Have at least 2 (two) years working experience in risk management in finance and/ or banking.
4. The Independent Parties shall meet the following requirements:
   1. Does not receive any compensation from the Company and its subsidiaries, or affiliates, except wages, salaries and other facilities received in connection with the duties performed as members of the Risk Management Oversight Committee;
   2. Has no family or financial relationship with the BOD and BOC;
   3. Do not have concurrent positions in the Company and other affiliates;
   4. Has no duties, responsibilities, and authorities that create a conflict of interest;
   5. Should not be concurrently a member of the BOC, Secretary of the BOC, Staff of the Secretary of the BOC and members of the Committee on SOEs or other companies; and
   6. Not contrary to other provisions and legislation.
5. Former members of the BOD or Executive Officers of the Company or parties with relationships with the Company that may affect their ability to act independently may not become Independent Party as a member of the Committee, before undergoing a six-month period of cooling off. The terms of the waiting period (cooling off) to become an Independent Party shall not apply to former members of the BOD or Executive Officers whose duties only perform supervisory functions for at least 6 (six) months.
6. Appointment of members of the Committee from the Independent Party, shall follow the following rules:
   1. Selected by the BOC through recruitment and selection mechanisms;
   2. The maximum terms of office is 2 (two) years and may be renewed for subsequent periods of work with due consideration to the term of the BOC and the applicable contract employees’ regulations in the Company, with the possibility of termination by the Board of Commissioners prior to the term of the contract expires.
7. Members of the Board of Directors are prohibited from becoming members of the Committee.
8. Members of the Committee shall be appointed by the BOD based on the decision of the BOC meeting.

Committee Profile

Profile of the Nomination and Remuneration Committee members as of 31 December 2017 is as follows:

Andrinof A. Chaniago Chairman of NRC/Independent Commissioner	Profile is available at BOC Profile section.
Gatot Trihargo Member of NRC/ Vice President Commissioner
A. Fuad Rahmany Member of NRC/ Independent Commissioner
A. Sonny Keraf Member of NRC/ Independent Commissioner
Mahmud Member of NRC/ Independent Commissioner
Vincentius Sonny Loho Member of NRC/ Commissioner
Jeffry J. Wurangian Member of NRC/ Independent Commissioner
Nicolaus Teguh Budi Harjanto Member of NRC/ Independent Commissioner
Rofikoh Rokhim Member of NRC/ Independent Commissioner
Ahmad Solichin Lutfiyanto Member of NRC (01 July 2017-Present)	Born in Malang, 5 July 1970. Obtained Bachelor degree in Agriculture, University of Jember in 1987 and Master degree in Marketing Management/Inf.Sys from UGM and Agder College University, Norway in 2008. He previously served several posts in PT Bank Rakyat Indonesia (Persero) Tbk, among others as Deputy Division Head of Retail Business Network (2012-2016), Division Head of Transaction Banking (2016-2017), and currently serves as Division Head of Human Capital Policy and Development (2017-present).

INDEPENDENCY OF THE COMMITTEE MEMBERS

To ensure the quality of duties implementation, several NRC members have economics and finance background, meanwhile other members have the experience in human resources. Whereas to ensure the independency of duties implementation and in providing counsel or recommendation to the BOD, all Members of the NRC have no affiliation with the Directors, other Commissioners or the Company controlling shareholders. All members of the NRC are not shareholders, Commissioners, Directors or employees of affiliated or business-owned Perseroan with BRI.

DUTIES AND RESPONSIBILITIES

Nomination Function

1. Analyze, develop and provide recommendations on selection and/or replacement systems and procedures of members of the BOC and BOD to the Board of Commissioners.
2. Provide recommendations on candidate members of the BOC and/or BOD to the Board of Commissioners.
3. Monitor the selection implementation and analyze the criteria and procedures for the Executive candidate of one level below the BOD.
4. Develop the assessment system of the BOC and BOD performance.
5. Provide recommendations on total members of the BOC and BOD.
6. Provide opinion or advice to the BOD on the BOD decision regarding mutation and/or appointment of the Company’s Non employees to become the executive of one level below the BOD.
7. Analyze the data of the executive of one level below the BOD presented by the BOD quarterly and at anytime the changes are arising.
8. Provide recommendations to the BOC on the Independent Parties, which will be selected as members of the Audit Committee and members of the Risk Management Oversight Committee.

Remuneration Function

1. Evaluate the prevailing remuneration policies for the BOC, BOD and the Company’s Employees.
2. Provide recommendations to the BOC regarding:
1. Remuneration policy for the BOC and BOD.
2. Overall remuneration policy for the Executives and the Company’s Employees to be submitted to the BOD.
3. Provide recommendations on stock options to the BOC, BOD and the Company’s Employees.
4. Provide recommendations on pension system for the Company’s Employees.
5. Provide recommendations on the compensation system and other benefits in the reduction of the Company’s Employees.

Others

1. Evaluate and provide recommendations to the BOC on the manpower policy and other function in the human resource management that has significant financial impact and/or legal risk for the Company
2. Provide recommendations on internal audit and/or external audit findings settlement and oversight results of Bank Indonesia, especially on the human resource management policy
3. Administer documents related to the Committee’s duties and responsibilities

Authorities

The BOC provides authority to the Committee under the scope of responsibility of the Committee to request relevant information related to the nomination and remuneration functions as well as manpower policy and other function in the human resource management from internal parties.

Prohibition

1. Take personal advantage either directly or indirectly from the Company’s activities other than legitimate income
2. Receiving additional income other than income as a member of the BOC for members of the Board of Commissioners who are the Chairman or a member of the Committee