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
- Financial Services Authority Regulation Number 34/POJK.04/2014 dated 8 December 2014 on Nomination and Remuneration Committee of Issuers or Public Companies;
- Financial Services Authority Regulation Number 21/POJK.04/2015 dated 16 November 2015 Implementation of Governance Guidelines for Public Companies;
- Decision Letter of Board of Commissioners Number 007/Kpts/Kom/ITP/XII/2015 dated 4 December 2015 on the Nomination and Remuneration Committee Charter;
- 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 Company Menu > Management
Nomination and Remuneration Committee Meetings
| No | Date | Agenda | Participants |
| 1 | 3 April 2024 | Honorarium for the Board of Commissioners and Remuneration for the Board of Directors |
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| 2 | 17 April 2024 | Term of office of the Board of Commissioners and Board of Directors | |
| 3 | 4 November 2024 | Changes in the Board of Directors |
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| 4 | 18 November 2024 |
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| * Effective as of 14 May 2024, Kevin Gerard Gluskie was replaced by Roberto Callieri, in accordance with the decision of the Company’s Board of Commissioners meeting on 13 May 2024. | |||
Nomination and Remuneration Committee’s Program Report
Throughout 2024, the Nomination and Remuneration Committee carried out the following work programs and activities:
| No | Work Plan | Realization |
| 1 | Giving recommendation on candidates for the Board of Directors and Board of Commissioners of the Company. |
Recommendation on candidates for the Company’s Board of Directors and Board of Commissioners were held two times, namely: 17 April 2024, with the recommendation:
The Board of Commissioners:
Board of Directors:
4 November 2024, with the recommendation:
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| 2 | Providing recommendations on the remuneration amount for members of the Board of Directors and honorarium for the Board of Commissioners for 2024. |
Discussion on the amount of remuneration for members of the Board of Directors and honorarium for the Board of Commissioners was conducted at the Nomination and Remuneration Committee Meeting on 3 April 2024 with the recommendation:
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| 3 | Preparing the 2024 Board of Directors’ self-assessment | Preparation of the 2024 Board of Directors’ self-assessment form and preparation of the work report to the Board of Commissioners and preparation of the 2025 work plan were carried out at the Nomination and Remuneration Committee Meeting on 18 November 2024. |
| 4 | Preparing the Report to the Board of Commissioners and preparing the 2025 work plan |
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 ustainability 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 2023, members of the Indocement Nomination and Remuneration Committee have participated in various competency improvement programs in the form of training, workshops, conferences and seminars.
