- Legal Basis and Definition
- Legal basis of this Charter are:
- Law Number 8 of 1995 concerning Capital Market;
- Law Number 40 of 2007 concerning Limited Liability Company;
- Financial Services Authority Regulation Number 34/POJK.04/2014 concerning Nomination and Remuneration Committee of the Issuer or Public Company.
- In this Charter, the definition of :
- The BOC is the board of commissioners of the Company
- The BOD is the board of directors of the Company.
- NR Committee is the nomination and remuneration committee of the Company established by and responsible to the BOC in assisting the implementation of the BOC’s function and duty related with Nomination and Remuneration upon the member of the BOD and member of the BOC.
- Nomination is examination of a person to be appointed as the member of the BOD or member of the BOC.
- Charter is the charter of the NR Committee, including all amandement made from time to time.
- Company is PT Selamat Sempurna Tbk. a company established under the law of the Republic of Indonesia, domiciled in North Jakarta.
- Remuneration is the incentive determined and granted to the member of the BOD and member of the BOC due to his/her position and role which is provide in accordance with the duty, responsibility and authority of such member of the BOD and member of the BOC.
- GMS is the general meeting of shareholders held by the Company.
- Objective and Purpose
The Purpose of this Charter is to determine the vision, mission, and scope of duty and position, as well as authority and responsibility of the NR Committee.
To implement, manage and enforce the Good Corporate Governance principles related with Nomination process, including Remuneration’s system and amount for the Company’s sustainability and the achievement of the Company’s long term strategy.
To assist the BOC professionally and independently as well as by taking into account the Good Corporate Governance principles in providing the recommendation related with :
- System and procedure related with the performance assessment of the member of the BOD and/or BOC and the implementation.
- System and procedure related with the succession program of the member of the BOD and the implementation.
- System and procedure to identy and nominate the candidate of member of the BOC and member of the BOD and the implementation.
- System and procedure related with the determination of the remuneration for the member of the BOC, member of the BOD and the implementation.
NR Committee is established based on the BOC’Decree.
Organization and Membership Structure
- NR Committee consists of at least 3 (three) members:
- 1 (one) Independent Commissioner and
- Other member which can be derived from :
- Member of the BOC;
- A person from outside of the Company; or
- A person with managerial position subordinate to the BOD who in charge in the human resources area.
- Member of the NR Committee who is also being the Independent Commissioner acts as the Chair of the NR Committee.
- The member of the NR Committee as referred to in the provision 1(b) above cannot be dominated by the person(s) from managerial position subordinate to the BOD who in charge in the human resources area.
- The member of the NR Committee which also holds a managerial position subordinate to the BOD who in charge in the human resources area, acts as the secretary of the NR Committee.
- When deemed necessary, the number of Investment Committee Members can be enlarged by including an independent and unaffiliated expert who is not a member of the BOC.
- The member of the NR Committee from outside of the Company, must fulfill these requirements:
- Have no affiliate relationship with Company, or the members of the BOD, members of the BOC or the Main Shareholders of Company;
- Have experience related to nominations and remunerations; and
- Do not hold any position in any other committees of the Company.
- Member of the BOD are prohibited to be the member of the NR Committee.
- Appointment and Dismissal
- Member of the NR Committee shall be appointed and dismissed by the BOC based on the resolution of meeting of the BOC.
- In the event there is more than 1 (one) Independent Commissioner in the NR Committee, then the Chair of NR Committee is appointed by the BOC.
- If the member of the BOC who becomes the Chair of NR Committee or member of NR Committee resigns prior his/her terms of office as member of the BOC ended, then such Chair of NR Committee or member of the NR Committee must be replaces by another member of the BOC who still serves in the BOC.
- Replacement of member of the NR Committee who is not derived from the BOC must be conducted as the latest by 60 (sixty) days as of such member of NR Committee can no longer carry out his/her function.
- Terms of Office
- Member of the NR Committee is appointed for a certain period and can be reappointed.
- Term of office of NR Committee shall not be longer than the term of BOC as stipulated in the Article of Association of the Company.
- Membership Requirement
- Member of the NR Committee must fulfill the requirement and qualification as follows:
- Having integrity, objectivity, dedication and high ethical standard and able to Communicate properly.
- Having knowledge and deep understanding on the duty and responsibility of the NR Committee, prevailing laws and regulation and internal policy of the Company related with his/her scope of works.
- Having comprehensive understanding about the human resources management, especially with regard to the succession, nomination and remuneration of the member of the BOC and member of the BOD.
- Having experience and understanding about the Company’s management, having sufficient knowledge about the Company’s business including but not limited in the area of Capital Market, and have the ability to allocate sufficient time to complete his/her duty.
- Capable to perform his/her works professionally and independently, merely for the interest of the Company, regardless of the influence from any party which has conflict of interest with the Company.
- Capable to allocate his/her time to perform his/her duty and improve his/her competence continuosly through education and training.
- Capable to act and perform his/her works in accordance with the prevailing laws and regulations and Good Corporate Governance principles.
- Member of the NR Committee derived from outside of the Company must fulfill the requirements as follows:
- Is not affiliated with the Company, member of the BOD, member of the BOC, and/or ultimate shareholders of the Company;
- Has experience related with Nomination and/or Remuneration; and
- Does not possess any position as member of another committee in the Company.
DUTY, RESPONSIBILITY & OBLIGATION
Obligation of the Member of the nomination and remuneration Committee
- Duty and Responsibility of the Chair of Nomination and Remuneration Committee
Chair of NR Committee is responsible in coordinating all activites of NR Committee including but not limited to :
- To determine to annual working program of NR Committee
- To hold meeting of NR Committee in accordance with the provisions of the Charter
- To prepare regular report on the activity of NR Committee and on the issues deemed as necessary to be considered by the BOC.
- To conduct self-assessment on the effectivity of NR Committee’s activity, jointly with the other member of NR Committee.
- Duty and Responsibility of Member of the Nomination and Remuneration Committee
- To hold meeting regularly.
- To review material of meeting prior the meeting.
- To attend the meeting
- To actively give contribution upon the activity of NR Committee
- To prepare minutes of meeting in each meeting held, assisted by Corporate Secretary.
- To conduct self-assessment on the effectivity of NR Committee’s performance and evaluate the Charter regularly.
- To keep the confidentiality of the document, data and/or information of the Company.
- To perform other duty as determined and given by the BOC if necessary and in accordance with the prevailing laws and regulations.
- Nomination Duty
- Duty and responsibility of the NR Committee related with Nomination function is as follows:
- Gives recommendation to the BOC regarding :
- Composition of member of the BOD and/or the BOC;
- Policy and criteria required in the Nomination process; and
- Performance evaluation policy for member of the BOD and/or member of the BOC.
- Assists the BOC to do the performance evaluation of the member of the BOD and/or member of the BOC based on the benchmark prepared as the evaluation material;
- Gives recommendation to the BOC related to the skill development program of the member of the BOD and/or BOC;
- Gives recommendation to the BOC related to the human resources program and development as the leader candidate of the Company with regards to the Company’s succession program; and
- Proposes candidate who are fulfil the requirement as member of the BOD and/or member of the BOC to the BOC to be conveyed in the GMS.
- In performing the Nomination function, NR Committee must perform the following procedures:
- Structuring the composition and Nomination process of the member of the BOD and/or member of the BOC;
- Preparing the policy and criteria required in the Nomination process of the candidate of member of the BOD and/or member of the BOC;
- Assisting the implementation of evaluation on the performance of member of the BOD and/or member of the BOC;
- Preparing the skill development program of member of the BOD and/or member of the BOC; and
- Reviewing and P the qualified candidate to be member of the BOD and/or member of the BOC to the BOC to be conveyed in the GMS.
- Remuneration Duty
- Duty and responsibility of the NR Committee related with Remuneration function are as follows:
- Recommends the BOC with regards to :
- Remuneration Structure
Remuneration structure can be in the form of:
- Incentive; and or
- Fixed and/or variable allowance.
- Remuneration policy; and
- Remuneration amount
- 2) Assists the BOC to assess the performance with the appropriateness of Remuneration received by each of member of the BOD and/or member of the BOC.
- In performing the Remuneration function,NR Committee must perform the following procedures:
- To prepare the Remuneration structure for the member of the BOD and/or member of the BOC;
- To prepare the policy on the Remuneration for the member of the BOD and/or member of the BOC;and
- To prepare the amount on the Remuneration for the member of the BOD and/or the member of the BOC.
- Preparation od the structure,policy and amount of the Remuneration should take into account :
- Remuneration applicable in the industry suitable with the business activity of the Company and the Company’s business scale in its industry;
- Duty, responsibility and authority of the member of the BOD and/or the BOC related with the Company’s goal achievement and performance;
- Performance target or performance of each member of the BOD and/or member of the BOD; and
- The balance between the fixed and variable allowance.
- The NR Committee should perform evaluation upon the structure, policy and amount of the Remuneration at least once within a year.
- All member of NR Committee is obligated to submit a statement letter on any and all matters potential to be conflict of interest in the future which can affect the competence and independence of NR Committee.
- If there is any member of NR Committee owns the Company’s shares. Then such member is forbidden to use the information, data and document obtained in order to perform his/her duty and function for personal interest.
- Member of NR Committee is obligated to always hold the confidentiality principle on all matters discussed and/or decided in the NR Committee
The NR Committee is authorized to conduct information access fully, freely and not limited to any policy related with the Nomination and Remuneration.
If necessary on the Company’s expense, NR Committee can appoint a professional external/independent party to get inputs.
WORKING MECHANISM & PROCEDURE
In performing the duty, responsibility and authority, NR Committee will:
- Cooperate with its working partners, among others Corporate Secretary, others committees established by the BOC and BOD, management team of the Company and operating units related with its duty.
- Working mechanism as described in point 1 above, must follow the working plan prepared by NR Committee and in accordance with the prevailing laws and regulations.
- If necessary, ask for input related with Nomination and Remuneration from professional external or independent party.
- Meeting of NR Committee shall be held regularly at least once in 4(four) month.
- NR Committee meeting can only be held if:
- Attended by the majority number of member of the NR Committee; and
- One of such majority member of NR Committee is the Chair of NR Committee.
- Resolution of NR Committee meeting shall be taken based on deliberation to reach consensus.
- In case the deliberation to reach concensus as mentioned in point.3 above cannot be reached, the decision shall be taken based on majority vote.
- Dissenting opinion in the decision making process shall be described in the minutes of meeting along with the reason of such dissenting opinion.
- The result of the NR Committee meeting shall be described in the minutes of meeting, signed by all member of NR Committee present in the meeting and documented by the Company, and being informed in written to the BOC.
- NR Committee meeting shall discuss matters including but not limited to the following matters:
- Implementation of Nomination and Remuneration process in the Company;
- Result of the reviewing process upon the information received by NR Committee:
- Extraordinary activities of the implementation of the Nomination and Remuneration in the Company; and
- Working program of NR Committee
REPORTING AND WORKING EVALUATION
- In performing its duty, NR Committee is responsible to the BOC.
- NR Committee must report the implementation of duty, responsibility and procedure of Nomination and Remuneration to the BOC.
- Accountability of the NR Committee is submitted to the BOC in the form of following report :
- Annual report on the implementation of NR Committee’s activity, among others contain of:
- NR Committee’s activity within the relevant financial year and its achievement, including any finding or actual fact, evaluation, analysis, conclusion, and suggestion;
- Evaluation of the working implementation of NR Committee;
- Obstacles encountered by NR Committee:
- Improvement efforts to be conducted by NR Committee;
- Working plan of NR Committee for the following financial year;
- Analysis and recommendation of the system effectiveness, implementation and improvement on the implementation of Nomination and Remuneration in the Company.
- Report on the special duty implementation (if any).
- Reports as mentioned in point b and c above are part of the report of the duty implementation of the BOC and conveyed in the GMS.
- Report on the implementation of Nomination and Remuneration function of NR Committee must be disclosed in :
- The Annual Report; and
- Website of the Company; which at least contains of:
- Statement that the Company already owns the Charter; and
- Brief description on the implementation of duty and responsibility of NR Committee during the financial year.
- Performance Evaluation
- Performance evaluation of the member of NR Committee shall be conducted at the end of the relevant financial year until the end of terms of office by using the method as stipulated in the BOC meeting.
- b. The NR Committee’s performance, jointly or severally shall be evaluated based on the following matters, but not limited to :
- presence in the NR Committee meeting;
- knowledge and understanding of the vision and mission as well as strategic plan of the Company;
- participation of the NR Committee in providing the recommendation and input in any NR Committee’s meeting including solution provided for the Company’s strategic issues;
- Capability of the member of NR Committee, to identify, to prepare priority scale and measurement, problem management and to conduct supervision and reporting systematically and discipline.
- Capable to identify the risk exposure encountered by the BOC as the supervisor and advisor of the BOD and
- Capable to maintain communication and good relationship with its business partner, among others Corporate Secretary, other committees established by the BOC and the BOD, management team and operating untis related with its duty.
- In accordance with the provision of Financial Services Authority Regulation Number 34/POJK.04/2014 concerning Nomination and Remuneration Committee of the issuer or Public Company, this Charter is effective as of the date set by the BOC.
- This Charter will be evaluated regularly for consummation purposes (if needed)
- If this Charter is made in another language version and there is inconsistency between the Indonesian language and such other language, then the Indonesian language version shall prevail.
Attachment Charter of The Nomination & Remuneration Committee