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According to the explanation in POJK No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Companies, the Nomination, and Remuneration Committee is a committee formed by and responsible to the Board of Commissioners in helping carry out the functions and duties of the Board of Commissioners related to the nomination and/or remuneration of Members of the Board of Directors or Members Board of Commissioners.
In this case, the nomination is the proposal of a person to be appointed to his position as a Member of the Board of Directors or Member of the Board of Commissioners. Meanwhile, remuneration is a reward that is determined and given to members of the Board of Directors or members of the Board of Commissioners because of the positions and roles that are mandated according to their duties, responsibilities, and authorities.
Structure and Membership of the Nomination and Remuneration Committee
The Nomination and Remuneration Committee was formed based on the Decree of the Board of Commissioners dated July 1, 2019, regarding the appointment of the Chair and Members of the Nomination and Remuneration Committee. This committee is under the coordination of the Board of Commissioners and is responsible to the Board of Commissioners, which is recognized by a member of the Independent Board of Commissioners.
The composition of the chairman and membership of the Nomination and Remuneration Committee is as follows:
| Poernomo |
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Chairman of the Nomination and Remuneration Committee
Indonesian citizen, 67 years old.
He obtained a Bachelor of Law degree from Gajah Mada University, Yogyakarta in 1981.
Served as Independent Commissioner of the Company based on Deed No. 17 dated June 15, 2022.
Before serving as Commissioner of the Company, most of his career while at Bank Indonesia was in the fields of credit, banking, human resources, payment systems, Bank Indonesia Branch Office in Makassar, Bank Indonesia Museum Special Unit and Secretariat. Besides that, he had a experience as commissioner of a subsidiary of the Bank Indonesia Pension Fund Foundation (namely PT. Binakarsa Swadaya and PT. Bidakara Taruma Sakti) and as Corporate Secretary at PT. Saraswanti Utama until 2020.
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| Sukarno |
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Member of the Nomination and Remuneration Committee
Indonesian citizen, 65 years old.
He obtained a Bachelor of Economics from the Yogyakarta Veteran University in 1980 and a Master of Business Administration from Saint Louis University, USA, in 1990.
Served as Commissioner of the Company based on Deed No. 15 dated December 12th, 2019.
His Early career in the Saraswanti Group began as Chief Financial Officer at PT Saraswanti Utama (2013 to the present). Previously, he had a career at PT Surya Bumimegah Sejahtera (2011-2012), Regional Manager Bank BNI Surabaya (2010-2011), Regional Manager Makassar, Maluku & Papua Bank BNI (2009-2010), Deputy Head of Network & Service Division Bank BNI ( 2007-2008), Deputy Regional Manager of Bandung Bank BNI (2007), Branch Manager of the Fatmawati Bank BNI (2005-2006), Branch Manager of the Graha Pangeran Bank BNI (2004-2005), Branch Manager of the Sidoarjo Bank BNI (2004), Head of Sub Division Bank BNI Payment System (2001-2003), Project Manager Operational Center Bank BNI (1990-2000), Branch Manager Bank BNI Bekasi (1996-1998), Deputy Manager of Mangga Dua Bank BNI (1994-1995), Head Office Marketing Manager Bank BNI (1991-1993), Bank BNI Credit Analyst Pasar Klewer Branch, Surakarta (1980-1987).
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| Elly Widjajanti |
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Member of the Nomination and Remuneration Committee
Indonesian citizens, 54 years old.
She earned her Bachelor of Agriculture from the Bogor Agricultural Institute in 1991
Appointed as a member of the Nomination and Remuneration Committee based on the Decree of the Board of Commissioners dated July 1, 2019, regarding the appointment of the Chair and Members of the Nomination and Remuneration Committee
Several positions that have been held and are still being held include: serving as HRD from 2001 until now. Prior to serving as HRD, other positions he had held were Marketing at PT Saraswanti Anugerah Makmur (2001), HRD at PT Polowijo Gosari (1992 – 2000), and Marketing at PT Polowijo Gosari (1992).
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Term of Office of the Nomination and Remuneration Committee
Based on the Company’s Articles of Association and referring to POJK No. 34/POJK.04/2014 Article 4, it is stated that the term of office of members of the Nomination and Remuneration Committee is no longer than the term of office of the Board of Commissioners as stipulated in the Articles of Association and can be re-elected.
Independence of the Nomination and Remuneration Committee
All members of the Nomination and Remuneration Committee maintain independence in carrying out their duties and responsibilities. The Nomination and Remuneration Committee established by the Company has met the criteria of independence, expertise, experience, and integrity.
Duties and Responsibilities
The duties and responsibilities of the Nomination and Remuneration Committee include:
- Provide recommendations to and/or assist the Board of Commissioners, regarding:
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- Composition of the positions of the Board of Directors and the Board of Commissioners
- Policies and criteria required in the nomination process for members of the Board of Directors and members of the Board of Commissioners.
- Performance evaluation policies for members of the Board of Directors and members of the Board of Commissioners.
- Development program for members of the Board of Directors and members of the Board of Commissioners
- Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and members of the Board of Commissioners based on predetermined criteria.
- Provide proposals for candidates who meet the requirements as members of the Board of Directors and members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS for approval.
- Provide recommendations to and/or assist the Board of Commissioners regarding:
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- Remuneration structure for members of the Board of Directors and members of the Board of Commissioners
- Policy on the remuneration of members of the Board of Directors and members of the Board of Commissioners.
- The amount of remuneration for members of the Board of Directors and members of the Board of Commissioners.
- Assist the Board of Commissioners in assessing the suitability of the remuneration received by each member of the Board of Directors and members of the Board of Commissioners about their performance.
Nomination and Remuneration Committee Charter
The Work Guidelines have been prepared as an effort to support the implementation of the duties of the Nomination and Remuneration Committee. This manual contains, among others, duties and responsibilities, composition and organizational structure, work procedures and procedures, holding meetings, and term of office.
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