PT Mandom Indonesia Tbk GCG

Transcription

1 GUIDELINES FOR THE NOMINATION AND REMUNERATION COMMITTEE PT Mandom Indonesia Tbk 1. General Provisions 1. The Nomination and Remuneration Committee has been formed to assist the Board of Commissioners in performing the function and duties of the Board of Commissioners related to nomination and remuneration for members of the Board of Directors and members of the Board of Commissioners. 2. The Nomination and Remuneration Committee is required to act independently in carrying out its duties. 3. In carrying out its duties, the Nomination and Remuneration Committee reports to the Board of Commissioners. 2. Purpose The Nomination and Remuneration Committee was formed in order to : 1. Assist the Board of Commissioners in carrying out its tasks. 2. Comply with the laws and regulations including regulations in the capital market sector. 3. Comply with Corporate Governance. 3. Duties and Responsibilities The Nomination and Remuneration Committee has at least the following duties and responsibilities: 1. Related to Nomination function: 1) to give recommendations to the Board of Commissioners regarding: a) the composition of position of members of the Board of Directors and/or members of the Board of Commissioners; 1

2 b) policies and criteria required in the nomination process; and c) policies on performance evaluation for members of the Board of Directors and/or members of the Board of Commissioners; 2) to assist the Board of Commissioners in conducting performance evaluations of members of the Board of Directors and/or members of the Board of Commissioners based on the pre-determined criteria as materials for the evaluation. 3) to provide recommendations to the Board of Commissioners concerning the capability development program for members of the Board of Directors and/or members of the Board of Commissioners; 4) to provide recommendations for candidates who meet the requirements as members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners to be discussed at a General Meeting of Shareholders. 2. In carrying out the Nomination function, the Nomination and Remuneration Committee shall follow the procedures below: 1) to prepare the composition and process for the Nomination of members of the Board of Directors and/or members of the Board of Commissioners; 2) to prepare policies and criteria required in the Nomination process of prospective members of the Board of Directors and/or members of the Board of Commissioners; 3) to assist in conducting performance evaluations of members of the Board of Directors and/or members of the Board of Commissioners; 4) to prepare a capability development program for members of the Board of Directors and/or members of the Board of Commissioners; 5) to review and recommend candidates who meet the requirements as members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners to be discussed at a General Meeting of Shareholders. 2

3 3. Related to Remuneration function: 1) to give recommendations to the Board of Commissioners regarding: a) the structure of Remuneration; b) policies of Remuneration; and c) amount of Remuneration; 2) to assist the Board of Commissioners in conducting performance evaluations against the comparability of Remuneration received by each member of the Board of Directors and/or member of the Board of Commissioners. 4. In carrying out the Remuneration function, the Nomination and Remuneration Committee shall follow the procedures below: 1) a. to prepare a Remuneration structure for members of the Board of Directors and/or members of the Board of Commissioners; b. to prepare a policy for Remuneration for members of the Board of Directors and/or members of the Board of Commissioners; and c.to prepare the amount of Remuneration for members of the Board of Directors and/or members of the Board of Commissioners. 2) A Remuneration Structure may include: a. salary; b. honorarium; c. incentive; and/or d. fixed and/or variable allowance. 3) The preparation of structure, policy and amount of Remuneration shall take into account: a. Remunerations applicable in the industry similar to the Company s business activities and business scale in the industry; b. duties, responsibilities, and authority of members of the Board of Directors and/or members of the Board of Commissioners connected with the 3

4 achievement of Company s objectives and performance; c. target performance or performance of each member of the Board of Directors and/or members of the Board of Commissioners; and d. parity between a fixed allowance and a variable allowance. 4) The structure, policy, and amount of Remuneration referred to in paragraph (4) of this Article shall be evaluated by the Nomination and Remuneration Committee at least once a year. 4. Membership 1. The Nomination and Remuneration Committee shall at least comprise of 3 (three) members, on condition that: 1) one (1) person as a Chairman-cum member, who is an Independent Commissioner; and 2) other members who may come from: a. members of the Board of Commissioner; b. persons from outside the Company; or c. persons holding a managerial position under the Board of Directors in charge of human resources on condition that the majority of the other Members of the Nomination and Remuneration Committee may not come from those holding a managerial position under the Board of Directors in charge on human resources. 2. Members of the Nomination and Remuneration Committee from outside the Company shall meet the following requirements: a. do not have any affiliated relationship with the Company, members of the Board of Directors, members of the Board of Commissioners, or the Company's Major Shareholders; b. have the experience related to Nomination and/or Remuneration; and 4

5 c. do not hold a double position as a member of another committee in the Company. 3. Members of the Company s Board of Directors may not become members of the Nomination and Remuneration Committee. Members of the Nomination and Remuneration Committee shall have high integrity, capability, knowledge and sufficient experience based on their educational background, and shall be able to communicate well. 5. Appointment and/or Termination of Members of the Nomination and Remuneration Committee 1. Members of the Nomination and Remuneration Committee shall be appointed and terminated based on a decision of a meeting of the Board of Commissioners. 2. Members of the Nomination and Remuneration Committee shall be appointed for a period of 2 (two) years and may be re-appointed. 3. The term of office of members of the Nomination and Remuneration Committee shall not be longer than the term of office of the Board of Commissioners as set forth in the articles of association. 4. A replacement for a member of the Nomination and Remuneration Committee who does not come from the Board of Commissioners shall be made at the latest 60 (sixty) days of such member no longer performing his function. 5. The Company is required to document a decision for an appointment and termination of a member of the Nomination and Remuneration Committee. 6. The Nomination and Remuneration Committee s Meeting 1. A meeting of the Nomination and Remuneration Committee shall be held regularly at least once every 4 (four) months. A meeting outside the regular meeting may be held if deemed necessary by the Chairman and/or members. 5

6 2. A meeting may only be convened if: a) attended by the majority of members of the Nomination and Remuneration Committee, and b) one of the total majority is the Chairman of the Nomination and Remuneration Committee. 3. Summons to the meeting for each member of the Nomination and Remuneration Committee shall be served at the latest 7 (seven) calendar days prior to the meeting. In case of emergency, this period may be shortened. The agenda for the meeting shall be sent together with the summons to the meeting. 4. In principle, a Meeting shall be held at the Company's head office. However, if considered necessary, it may be held elsewhere. A meeting may also be held through teleconference, video conference, or other electronic media. 5. The Chairman of Committee shall chair the Meeting. 6. If deemed necessary, the Chairperson, in consultation with the other members, may invite an observer from within or outside the Company. 7. Resolutions of the meeting shall be adopted amicably. If no resolution adopted in such amicable manner is achieved, then it shall be adopted based on majority votes. In case of a tie vote, the Chairperson of the Committee Meeting shall decide. 8. In case there are different opinions during the process of decision making, such different opinions shall be included in the minutes of meeting together with the reasons thereof. 9. Results of a meeting shall be put in minutes of meeting and the minutes shall be documented by the Company. 10. The minutes of meeting shall be submitted in writing to the Board of Commissioners. 6

7 7. Report 1. The Nomination and Remuneration Committee shall report the performance of their duties, responsibilities and procedures of Nomination and Remuneration they follow to the Board of Commissioners. The report shall constitute part of a report of performance of duties of the Board of Commissioners and to be submitted to a General Meeting of Shareholders. 2. The Company shall disclose the performance of function related to Nomination and Remuneration in the annual report and in the Company s website. 3. Information concerning the performance of function related to Nomination and Remuneration disclosed in the Company s Annual Report and in the Company s website shall at least contain a statement that the Company has had a Guideline for the Nomination and Remuneration Committee in place and a brief description of the duties and responsibilities of the Nomination and Remuneration Committee in the fiscal year. 8. Prohibitions 1. Every member of the Nomination and Remuneration Committee is prohibited from taking a private advantage either directly or indirectly from the Company s activities other than his official income. 2. A Member of the Board of Commissioners who becomes the Chairman or member of the Nomination and Remuneration Committee shall not be given additional income other than his income as a member of the Board of Commissioner. 9. Values and Work Ethics 1. Members of the Nomination and Remuneration Committee shall have good integrity, ethics and moral. 2. Members of the Nomination and Remuneration Committee shall keep the 7

8 confidentiality of Company s documents, data and information. 10. Secretariat The Corporate Secretary Department shall become the Secretariat of the Nomination and Remuneration Committee and shall be responsible for, among others, making summons to the Meeting, preparing Minutes of Meeting and documenting the Minutes of Meeting of Nomination and Remuneration Committee. 11. Effective Date This Guideline for the Nomination and Remuneration Committee has been approved by the Meeting of the Company s Board of Commissioners held on 23 April 2015, and shall be effective on the same day and date. 8