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.	Mustafa Abubakar	2015-now	Chairman	President Commissioner/Independent Commissioner
2.	Gatot Trihargo	2015-now	Member	Vice President Commissioner
3.	Adhyaksa Dault	2015-now	Member	Independent Commissioner
4.	Ahmad Fuad	2015-now	Member	Independent Commissioner
5.	A. Fuad Rahmany	2015-now	Member	Independent Commissioner
6.	A. Sonny Keraf	2015-now	Member	Independent Commissioner
7.	Vincentius Sonny Loho	2015-now	Member	Commissioner
8.	Jeffry J. Wurangian	2015-now	Member	Commissioner
9.	Eko Bambang Suharno (Head of Division of HR Policies and Development)	2015-now	Member	Ex-officio

INDEPENDENCY OF THE COMMITTEE MEMBERS

• Independent members of the NRC have no affiliation with the Directors, other Commissioners or the controlling shareholder of BRI
• All members of the NRC is are not shareholders, commissioners, directors and employees of companies that have affiliation or business with BRI.

DUTIES AND RESPONSIBILITIES

Nomination Function

1. To analyze, formulate and make recommendations to the Board of Commissioners on nomination and/or replacement systems and procedures of members of the Board of Commissioners and Board of Directors.
2. To provide recommendations to the BoC on prospective candidates of the Board of Commissioners and/or Board of Directors.
3. To monitor application of and analyse the criteria and selection procedure for candidates who directly report to the Board of Directors.
4. To develop performance appraisal of Board of Commissioners and Board of Directors.
5. To provide recommendations on the number of members of the Board of Commissioners and Board of Directors.
6. To give opinions or advice on BoD’s decision to transfer and/or appoint a non-career employee as senior executive one level under the Board of Directors.
7. To analyse direct reports on senior officers’ data submitted to the Board of Directors on a quarterly basis or at any time if there is a change.
8. To provide recommendations to the Board of Commissioners on an Independent Party who will become a member of the Audit Committee or member of the Risk Management Monitoring Committee.

Remuneration Function

1. To evaluate the remuneration policy applicable to the Boards of Commissioners and Directors and employees.
2. To provide recommendations to the Board of Commissioners on:
   • Remuneration policy for the Board of Commissioners and Board of Directors.
   • Remuneration policy for executive officers and employees of the Company as a whole to be submitted to the Board of Directors.
3. To provide recommendations option plans for Commissioners, Directors and employees, including stock options.
4. To provide recommendations on pension system for the Company’s employees.
5. To provide recommendations on compensation and other benefits in case of Company lay-offs.

Others

1. To evaluate and provide recommendations to the BoC related to employment/labor policy and other functions in human resources management which may have significant financial impacts and/or legal risks to the Company.
2. To make recommendations on internal/external audit findings, and results of supervision of Bank Indonesia, specifically on policies of human resource management.
3. To administer documents related to the duties and responsibilities of the Committee.

DESCRIPTION IMPLEMENTATION OF COMMITTEE ACTIVITIES IN 2016

Some of the NRC work program in 2016 included:

1. Preparing Recommendation on Nomination of Directors given to Board Of Commissioners
   Before March 2016, the NRC had proposed the nomination of directors to the Board of Commissioners, which is preceded by the nomination process in January to February.
2. Reviewing Structure and Amount of Remuneration of Directors and Commissioners
   In the first week of March 2016, NRC submitted a review and proposal of the remuneration of Directors and Commissioners to the Board of Commissioners to be proposed at the General Meeting of Shareholders in 2016.
3. Review of Employee Remuneration Implementation and Employment/Labor Policy
   Review was conducted by evaluating implementation of HR architecture, human resource policies, and reports as well as presentation from Directors and/or the Human Resources Division. The review process was carried out on employment policy evaluation meeting held at the end of June 2016 and mid-November 2016 as well as on evaluation meeting of employee’s remuneration and Employment Policies at the end of November 2016.

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:

1. Appointment of BRI Subsidiaries’ Directors and Commissioners
2. A management contract for a period longer than 3 (three) years;
3. Deciding organizational structure of direct reporting to the Board of Directors; and
4. Deciding the appointment of the Head of Internal Audit and Head of Corporate Secretariat Division.

Documentation of NRC’s Policy Reviews

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.

Meeting Agenda and Attendance of NRC

No	Meeting Agenda	Date	No NRC Minutes of Meeting	Attendance	Description
1	a. Progress on LTI Review b. Nomination and Remuneration - Preparation for GMS 2016	26 January 2016	B.01-KNR/01/2016	7	Quorum
2	Evaluation on remuneration for BoD and BoC in 2016 and Evaluation of Performance of BRI BoD	9 February 2016	B.02-KNR/02/2016	6	Quorum
3	Proposal for candidate of member of BoD of BRI	3 March 2016	B.03-KNR/03/2016	6	Quorum
4	Evaluation on the candidates for BoD and BoC to be proposed to GMS 2016	22 March 2016	B.04-KNR/03/2016	7	Quorum
5	Change of position from Commissioner to Independent Commissioner of BRI	31 May 2016	B.05-KNR/05/2016	8	Quorum
6	Evaluation on proposal of salary/honorarium of BoD and BoC in 2016	27 June 2016	B.06-KNR/06/2016	8	Quorum
7	Determination of salary/honorarium and tantiem BoD and BoC in 2016	28 June 2016	B.07-KNR/06/2016	6	Quorum
8	Evaluation on HR Policies	11 October 2016	B.08-KNR/10/2016	7	Quorum

No.	Name	Position	Number of NRC Meeting	Attendance of NRC	% Attendance of NRC
1	Mustafa Abubakar	Chairman	8	7	88%
2	Gatot Trihargo	Member	8	5	63%
3	Adhyaksa Dault	Member	8	7	88%
4	Ahmad Fuad	Member	8	7	88%
5	A. Fuad Rahmany	Member	8	7	88%
6	A. Sonny Keraf	Member	8	7	88%
7	Vincentius Sonny Loho	Member	8	5	63%
8	Jeffry J. Wurangian	Member	8	7	88%
9	Eko Bambang Suharno	Member	8	5	63%

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.

COMMITTEE GUIDELINES
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.

GMS
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
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.