Governance

Governance

Nomination and Remuneration Committee Charter

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee is established to assist the functions and duties related to Nomination and Remuneration of members of the Board of Directors and Board of Commissioners. Furthermore, the Nomination and Remuneration Committee conducts supervisory function and ensures that the implementation of nomination and remuneration process runs objectively, effectively, and efficiently, as well as in accordance with the principles of HR management and GCG.

Legal Basis

  1. Financial Services Authority Regulation Number 34/POJK.04/2014 dated 8 December 2014 on Nomination and Remuneration Committee of Issuers or Public Companies;
  2. Financial Services Authority Regulation Number 21/POJK.04/2015 dated 16 November 2015 Implementation of Governance Guidelines for Public Companies;
  3. Decision Letter of Board of Commissioners Number 007/Kpts/Kom/ITP/XII/2015 dated 4 December 2015 on the Nomination and Remuneration Committee Charter;
  4. Decision Letter of Board of Commissioners Number 002/Kpts/Kom/ITP/VII/2021 dated 7 July 2021 on the appointment of Nomination and Remuneration Committee's members.

Nomination and Remuneration Committee Charter

To support the effectiveness of duties and responsibilities implementation of Nomination and Remuneration Committee, the Board of Commissioners has prepared a Nomination and Remuneration Committee Charter under the Board of Commissioners' Decision Letter No. 007/Kpts/Kom/ITP/XII/2015 dated 4 December 2015. Such charter becomes the Nomination and Remuneration Committee's work reference in performing its duties and reponsibilities.

The Charter of the Nomination and Remuneration Committee was approved and signed by the Board of Commissioners on December 4, 2015, with the stipulation in the Decree of Board of Commissioners Number 007/ Kpts/Kom/ITP/XII/2015. Nomination and Remuneration Charter can be downloaded here. 

Nomination and Remuneration Committee Membership
Based on the Nomination and Remuneration Committee Charter, the Nomination and Remuneration Committee, shall at least have three members, one of which is an Independent Commissioner appointed as Chairman. Other members may come from the members of Board of Commissioners or independent party or external parties or the official of the Company’s managerial element, but not the Board of Directors’ member.

The structure and composition of the Indocement Nomination and Remuneration Committee can be seen in the About Us Menu >> Management

Independence of the Nomination and Remuneration Committee




Duties and Responsibilities of the Nomination and Remuneration Committee
Duties and responsibilities of the Nomination and Remuneration Committee as specified in the Nomination and Remuneration Committee Charter, are as follows:

Duties

  1. The Nomination and Remuneration Committee shall act independently in performing its duties.
  2. In performing its duties, the Nomination and Remuneration Committee shall be responsible to the Board of Commissioners.

Responsibilities

  1. Related to nomination functions
    a. provide recommendations to the Board of Commissioners on:
    - composition of members of the Board of Directors and/or Board of Commissioners;
    - policies and criteria required in the nomination process; and
    - policies on performance evaluations for the members of the Board of Directors and/or members of Board of Commissioners;
    b. assist the Board of Commissioners to carry out performance evaluations of the members of the Board of Directors and/or members of the Board of Commissioners based on benchmarks already prepared as evaluation material;
    c. provide recommendations to the Board of Commissioners on programs to develop the capability of the members of the Board of Directors and/or members of Board of Commissioners;
    d. proposing candidates who meet the requirements as member of Board of Directors and/or member of Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
  2. Related to remuneration function
    a. provide recommendations to the Board of Commissioners on:
    - remuneration structure;
    - remuneration policies;
    - remuneration amount;
    b. assist the Board of Commissioners to carry out the performance evaluation adjustment to the Remuneration received by the members of the Board of Directors and/or the members of the Board of Commissioners.

Nomination and Remuneration Committee Meetings
In performing its duties and responsibilities, the Nomination and Remuneration Committee holds meetings as necessary or at least once in four months. The meetings shall be attended by the Chairman and at least half of the total members.

Meetings Frequency and Attendance
The Nomination and Remuneration Committee held 4 meetings throughout 2022, with the agenda and attendance level of each member of Nomination and Remuneration Committee as follows:

Nomination and Remuneration Committee’s Program Report

In 2022, the Nomination and Remuneration Committee organized activities as follows:

Board of Directors Succession Policy
To prepare for the future leadership regeneration, the Company has a Succession Policy which is carried out based on the Good Corporate Governance principles, professionalism, and competence in order to maintain the continuity of the ABM leadership regeneration process and grant the business sustainability as well as the Company' long-term objectives. In line with this matter, the Nomination and Remuneration Committee has the duties to compile, review, and propose the succession plan for the Board of Directors' members by considering, among others, the competence criteria, professionalism, and work ethics required by the Company in order to increase the Company's values towards shareholders and other stakeholders. These criteria are references for the Nomination and Remuneration Committee in identifying candidates who meet the requirements as the Board of Directors' members (both internally and externally), evaluating the Board of Directors' performance, and preparing the necessary leadership development programs. Candidates selected through such mechanism are proposed to the GMS for approval.

Nomination and Remuneration Committee Competency Development Program
Throughout 2022, members of the Indocement Nomination and Remuneration Committee have participated in various competency improvement programs in the form of training, workshops, conferences and seminars.

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