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:

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:

1. Provide recommendations to and/or assist the Board of Commissioners, regarding:
   • • 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
2. 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.
3. 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.
4. Provide recommendations to and/or assist the Board of Commissioners regarding:
   • • 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.
5. 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.