INTRODUCTION
The Nomination and Remuneration Committee is established to assist the Board of Commissioners in overseeing the implementation of remuneration policies for the Board of Commissioners, the Board of Directors, and Company executives, in accordance with the Articles of Association and prevailing laws.
DUTIES AND RESPONSIBILITIES
1. Nomination Function
Recommendations: Provide recommendations to the Board of Commissioners regarding the composition of the Board of Directors/Commissioners, required policies and criteria for nomination, and performance evaluation policies.
Performance Assessment: Assist in assessing the performance of Board members based on established benchmarks.
Capacity Building: Recommend professional development programs for Board members.
Candidate Proposals: Propose qualified candidates for Board positions to be submitted to the General Meeting of Shareholders (GMS).
2. Remuneration Function
Recommendations: Advise the Board of Commissioners on the structure, policy, and specific amounts of remuneration.
Alignment: Assist in ensuring that the remuneration received by each Board member is consistent with their performance assessment.
AUTHORITY
Information Access: Access all necessary Company documents, data, and information regarding employees, funds, assets, and resources.
External Cooperation: Collaborate with external parties to support the execution of committee duties.
Delegated Power: Exercise any other authorities granted by the Board of Commissioners.
COMPOSITION AND MEMBERSHIP STRUCTURE
The committee must consist of at least 3 (three) members:
Chairperson: Must be an Independent Commissioner appointed by the Board of Commissioners.
Members: May include other members of the Board of Commissioners, external parties, or individuals holding managerial positions in Human Resources (directly below the Board of Directors).
MEETINGS AND PROCEDURES
Frequency: Held periodically, at least once every 4 months.
Notice: Written notice must be sent at least 7 working days before the meeting (or 2 working days in urgent cases).
Quorum: A meeting is valid if attended by a majority of members, provided the Chairperson is among that majority.
Decision Making: Reached through deliberation for consensus. If consensus is not reached, a majority vote applies. In the event of a tie, the proposal is considered rejected.
Minutes: All results and dissenting opinions must be recorded in the minutes of the meeting, signed by the Chairperson and the member who drafted the minutes.
REPORTING AND TERM OF OFFICE
Reporting: The committee must report the results of its duties to the Board of Commissioners. This report is included in the Company’s Annual Report.
Term of Office: The term of office shall not exceed the term of the Board of Commissioners as stipulated in the Articles of Association.
Replacement: Members are appointed and dismissed by the Board of Commissioners. If a non-Board member can no longer serve, they must be replaced within 60 days.