Nomination and Remuneration Committee (NRC)

Transcription

1 376 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 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 PROFILE OF COMMITTEE MEMBER Chairman of Committee Member Komite Gatot Trihargo Member NRC/Vice President Commissioner Mustafa Abubakar Chairman of Nomination and RemunerationCommittee/ Independent Commissioner Adhyaksa Dault Member NRC/Independent Commissioner Ahmad Fuad Member NRC/Independent Commissioner

2 377 Corporate Profile A. Fuad Rahmany Member of NRC/Independent Commissioner A. Sonny Keraf Member of/independent Commissioner Vincentius Sonny Loho Member of/commissioner Jeffry J. Wurangian Member of/commissioner Eko Bambang Suharno Member of Nomination and Remuneration Committee Born in Wonosobo in Graduated with a Bachelor s Degree from the Faculty of Fishery Majoring in Social Economics, Bogor Agricultural Institute (IPB) in A MBA Degree was obtained from Virginia Commonwealth University in He started his career in PT Bank Rakyat Indonesia (Persero) Tbk. in 1985 and served in several important position, such as: Head of Bank Branch Office Muara Bungo ( ), Head of Bank Branch Office Probolinggo ( ), Head of Bank Branch Office Bekasi ( ), Deputy Head of MSDM Division ( ), Head of Sharia Unit (UUS) of Bank ( ) and participating in the establishment of PT Bank Syariah and served as Director of PT Bank Syariah from 13 November 2008 until 8 April Then he served as Head of Service Division of (April August 2015) and as Head of HR Policy & Development Division (August now), in addition to serving as Commissioner of Syariah. Management Discussion and Analysis INDEPENDENCY OF THE COMMITTEE MEMBERS Independent members of the NRC have no affiliation with the Directors, other Commissioners or the controlling shareholder of All members of the NRC is are not shareholders, commissioners, directors and employees of companies that have affiliation or business with. DUTIES AND RESPONSIBILITIES Nomination Function a. 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. b. To provide recommendations to the BoC on prospective candidates of the Board of Commissioners and/or Board of Directors. c. To monitor application of and analyse the criteria and selection procedure for candidates who directly report to the Board of Directors. d. To develop performance appraisal of Board of Commissioners and Board of Directors. e. To provide recommendations on the number of members of the Board of Commissioners and Board of Directors. f. 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. g. 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. h. 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. Corporate Social Responsibility Consolidated Financial Statements 2016 OJK Regulation & ARA 2016 Criteria Cross Reference

3 378 Remuneration Function a. To evaluate the remuneration policy applicable to the Boards of Commissioners and Directors and employees. b. 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. c. To provide recommendations option plans for Commissioners, Directors and employees, including stock options. d. To provide recommendations on pension system for the Company s employees. e. To provide recommendations on compensation and other benefits in case of Company lay-offs. Others a. 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. b. To make recommendations on internal/external audit findings, and results of supervision of Bank Indonesia, specifically on policies of human resource management. c. 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 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 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 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: a. Appointment of Subsidiaries Directors and Commissioners b. A management contract for a period longer than 3 (three) years; c. Deciding organizational structure of direct reporting to the Board of Directors; and d. Deciding the appointment of the Head of Internal Audit and Head of Corporate Secretariat Division.

4 379 Corporate Profile 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 R. 05-KNR/06/2016, dated. 01 June2016 Proposal for reappointment of the Secretary of BoC 6 R. 06-KNR/06/2016, dated. 01 June2016 Recommendation for Applying as Independent Commissioner Management Discussion and Analysis 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. Corporate Social Responsibility MEETING FREQUENCY, ATTENDANCE LEVEL AND AGENDA Meetings held by the NRC in 2015 were as follows: Meeting Agenda and Attendance of NRC No Meeting Agenda Date 1 a. Progress on LTI Review b. Nomination and Remuneration - Preparation for GMS Evaluation on remuneration for BoD and BoC in 2016 and Evaluation of Performance of BoD No NRC Minutes of Meeting Attendance Description 26 January 2016 B.01-KNR/01/ Quorum 9 February 2016 B.02-KNR/02/ Quorum 3 Proposal for candidate of member of BoD of 3 March 2016 B.03-KNR/03/ Quorum 4 Evaluation on the candidates for BoD and BoC to be proposed to GMS Change of position from Commissioner to Independent Commissioner of 22 March 2016 B.04-KNR/03/ Quorum 31 May 2016 B.05-KNR/05/ Quorum Consolidated Financial Statements 2016 OJK Regulation & ARA 2016 Criteria Cross Reference

5 380 Meeting Agenda and Attendance of NRC No Meeting Agenda Date 6 Evaluation on proposal of salary/honorarium of BoD and BoC in Determination of salary/honorarium and tantiem BoD and BoC in 2016 No NRC Minutes of Meeting Attendance Description 27 June 2016 B.06-KNR/06/ Quorum 28 June 2016 B.07-KNR/06/ Quorum 8 Evaluation on HR Policies 11 October 2016 B.08-KNR/10/ Quorum No. Name Position Number of NRC Meeting Attendance of NRC % Attendance of NRC 1 Mustafa Abubakar Chairman % 2 Gatot Trihargo Member % 3 Adhyaksa Dault Member % 4 Ahmad Fuad Member % 5 A. Fuad Rahmany Member % 6 A. Sonny Keraf Member % 7 Vincentius Sonny Loho Member % 8 Jeffry J. Wurangian Member % 9 Eko Bambang Suharno Member % 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 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 CHARTER The Nomination and Remuneration Committee has a Committee Charter that was endorsed by the Board of Commissioners on May 12, 2015, and remained unchanged up to The Charter regulates issues of committee objectives, membership, authority, duties and responsibilities, position, as well as work and meeting ethics, and serves as a guide for the Nomination and Remuneration Committee in the discharge of its duties and responsibilities in support of the effective implementation of Board of Commissioners duties and responsibilities related to Human Resources 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.

6 381 Corporate Profile GMS The GMS decides the structure and changes of members of Board of Directors of. 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 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. Management Discussion and Analysis Scheme of BoD Succession Remuneration & Nomination Committee Board of Commissioners Series A Dwiwarna Shareholder GMS OJK Prepare and Propose Recommendation for the Succession of BoD Review the Proposal of Remuneration & Nomination Propose the Succession of BoD to Series A Dwiwarna Shareholder Evaluate the Compliance of Requirement for Candidate of BoD Approval on Succession of BoD Appointment and Determination of BoD Succession Conducting Fit and Proper Test Approval on Candidate for the Bank s Board of Directors Consolidated Financial Statements 2016 Corporate Social Responsibility OJK Regulation & ARA 2016 Criteria Cross Reference