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NOMINATION AND REMUNERATION COMMITTEE (NRC)
Nomination and Remuneration Committee assists the Board of Commissioners to evaluate remuneration policy, and overall human resources management as well as providing advice and constructive feedback on nomination systems and procedures and/or replacement of members of the Board of Directors and the Board of Commissioners as well as an independent members of the Board of Commissioners.
Membership Of The Nomination And Remuneration
The structure and composition has complied with Regulation No. 8/4/PBI/2006 as amended by Regulation No. 8/14/PBI/2006.
The BRI Nomination and Remuneration Committee is chaired by Chairman of BoC who is also an Independent Commissioner and members consisting of all members of the Board of Commissioners plus one executive officer, i.e Head of Human Resources Management Division. They are as follows:
|No.||Name||Period of Tenure||Position||Profession|
|1.||Andrinof A.Chaniago||2017-now||Chairman||President Commissioner/Independent Commissioner|
|2.||Gatot Trihargo||2017-now||Member||Vice President Commissioner|
|5.||A. Fuad Rahmany||2017-now||Member||Independent Commissioner|
|6.||A. Sonny Keraf||2017-now||Member||Independent Commissioner|
|4.||Rofikoh Rokhim||2017-now||Member||Independent Commissioner|
|7.||Vincentius Sonny Loho||2017-now||Member||Commissioner|
|8.||Jeffry J. Wurangian||2017-now||Member||Commissioner|
|9.||Nicolaus Teguh Budi Harjanto||2017-now||Member||Commissioner|
|10.||Achmad Solichin Lutfiyanto|
(Head of Division of HR Policies and Development)
INDEPENDENCY OF THE COMMITTEE MEMBERS
DUTIES AND RESPONSIBILITIES
DESCRIPTION IMPLEMENTATION OF COMMITTEE ACTIVITIES IN 2016
Some of the NRC work program in 2016 included:
Based on those review processes, the NRC submitted recommendations regarding the implementation of Employee’s Remuneration and Employment Policies to the Board of Commissioners. The recommendations would become input for the Board of Commissioners in order to offer opinions and advice to the Board of Directors to ensure BRI has set the remuneration and employment policies in a fair manner, can motivate all employees, and is in accordance with the financial capacity and performance of the Company.
Recommendations of NRC
The NRC and other committees (KA and RMOC) under the coordination of the Secretary to the Board of Commissioners provide recommendations in the form of opinions and suggestions related to Board of Directors measures that require the approval of the Board of Commissioners, such as:
|No||Number of Letter||Subject|
|1||R. 01-KNR/01/2016, dated 20 January 2016||Proposal for NRC - MSOP Meeting|
|2||R. 02-KNR/02/2016, dated. 05 February 2016||Adjustment of Honorarium for Member who is not Commissioner|
|3||R. 03-KNR/02/2016, dated. 12 February 2016||NRC recommendation on proposal of remuneration for member of BoD and BoC|
|4||R. 04-KNR/03/2016, dated. 22 March 2016||NRC recommendation on Determination of Candidates for Member of BoD and/or BoC to be proposed at the GMS 23 March 2016|
|5||R. 05-KNR/06/2016, dated. 01 June 2016||Proposal for reappointment of the Secretary of BoC|
|6||R. 06-KNR/06/2016, dated. 01 June 2016||Recommendation for Applying as Independent Commissioner|
OPINION OF THE NOMINATION AND REMUNERATION COMMITTEE ON THE COMPANY’S NOMINATION AND REMUNERATION
The Remuneration and Nomination Committee considered the nomination and/or replacement systems and procedures of members of the Board of Commissioners and/or Board of Directors as referring to prevailing regulations and good corporate governance principles. For example, in nominating candidates for the Board of Directors, each candidate must pass assessment conducted by independent parties and Directors should at least prepare two (2) candidates who subsequently will undergo fit and proper test by the Board of Commissioners with direct interviews.
The Nomination and Remuneration Committee concluded that performance measurement for the Board of Commissioners and Board of Directors which are currently conducted collegially/collectively was deemed sufficient. However, the Company needed to develop a system of individual performance appraisal, particularly for the Board of Directors. Individual appraisal can measure the effectiveness of each Director’s duties without ruling out that there is collective/ collegial performance that affects individual Directors’ performance (when the duties of a Director are affected by the others’ duties and responsibilities).
In terms of criteria and selection procedure for prospective senior officers/direct reports to the Board of Directors, the Nomination and Remuneration Committee assessed that the Directors have implemented the system with prudent, transparent and accountable criteria and procedures.
Related to remuneration, the Company was deemed to apply remuneration of the Directors based on their performance, benchmarks and peers to industry group. Remuneration was also based on a comprehensive evaluation that was assisted by a competent independent parties.
Similarly, remuneration for employees as a whole was exercised in a fair manner in order to motivate employees, with due regard to the Company’s financial capabilities and remuneration in the industry.
EDUCATION/TRAINING IN FISCAL YEAR
Training attended by NRC members during 2016 are listed on the list of the education/training courses of the Board of Commissioners during 2016.
REMUNERATION OF COMMITTEE MEMBERS
Remuneration for NRC members from the Board of Commissioners is reported in the honorarium paid to the Board of Commissioners and there are no special honorarium for each member of the Committee. Particularly for Committee members as independent party (not commissioner), the amount of honorarium was determined by the Board of Commissioners with a maximum amount of 20% of President Director’s salary and no other remuneration other than the honorarium. This is in accordance with Ministry of SOEs Regulation No. PER-12.MBU BUMN/2012 dated August 24, 2012 on Supporting Organs of a BoC.
Guidelines for the Nomination and Remuneration Committee were approved by the Board of Commissioners on May 12th 2015 and there were no changes until 2016. The guidelines regulate the purpose of the Committee establishment, membership, authority, duties and responsibilities, position, work ethics and meetings. It is also a guideline on the Committee’s duties and responsibilities in order to support the effectiveness of the tasks and responsibilities of the BoC in the field of human resource management.
SUCCESSION POLICY OF BOARD OF DIRECTORS
Nomination and Remuneration Committee
The Nomination and Remuneration Committee will solicit candidates for the Board of Directors based on the preestablished qualifications. This netting process involves external agencies, Assessment Center Indonesia (ACI) and the Assessment Center Telkom (ACT). After screening process, the NRC proposes candidates to the Board of Commissioners.
Board Of Commissioners
Through the mechanism of internal meetings, the Board of Commissioners proposed a list of candidates for the Board of Directors to the Shareholders of Series A Dwiwarna.
Shareholders of Series A Dwiwarna
Ministry of SOEs as representatives of Shareholders Series A Dwiwarna must evaluate candidates for Directors through fit and proper tests. Upon passing the tests, the Ministry of SOEs will approve succession of candidates for the Board of Directors and at the same time, will arrange a new organization structure to be decided by the General Meeting of Shareholders.
The GMS decides the structure and changes of members of Board of Directors of BRI. In the case where members of the Board of Directors who have been appointed but not yet been approved by the OJK, then the appointment is not deemed effective. Prospective members of the Board of Directors of BRI are prohibited from doing duties as members of the Board of Directors or be involved in Bank operations or other activities that have a significant influence on the policies and financial condition of the Bank, although they have been appointed by the GMS.
Corporate Secretary Division
Corporate Secretary Division files requests to OJK to conduct Fit and Proper Test.
OJK conducts fit and proper assessments on the appointed Directors. The test includes administrative examination and interview. Approval or rejection of the application in question will be given by the OJK no later than 30 (thirty) days after receipt of the complete application.