To ensure good corporate governance (GCG) and to increase transparency in the nomination and remuneration process, the Company complies with OJK Regulation No. 34/POJK.04/2014 dated December 8, 2014 regarding the Nomination and Remuneration Committee for Issuers or Public Companies (“POJK 34/2014”). The Board of Commissioners formed the Nomination and Remuneration Committee in accordance with OJK regulations to support in the improvement of the Board of Commissioners’ and Board of Directors’ quality, competence, and responsibilities.
NOMINATION AND REMUNERATION COMMITTEE COMPOSITION
The Company’s Nomination and Remuneration Committee is composed of 3 (three) members in accordance with applicable regulations and includes the following provisions:
- One chairman of a committee who also serves as an Independent Commissioner;
- Other members can be appointed from:
- Members of the Board of Commissioners;
- Parties from outside the Company; or
- A party with a managerial position under the Board of Directors who is responsible for human resources, but who does not constitute a majority of the committee’s members.
The Board of Commissioners appoints and dismisses members of the Committee on Nomination and Remuneration. According to the Board of Commissioners’ Decree No.CSS.065-2022 dated June 21, 2022, the following members comprise the Company’s Nomination and Remuneration Committee, effective from the date of appointment to the conclusion of the AGMS for the 2022 fiscal year:
- Chairman: Alexander S. Rusli
- Bunjamin J. Mailool
- Tati Hartawan
- Bagus Purboyo
NOMINATION AND REMUNERATION COMMITTEE INDEPENDENCY
Each member of the Nomination and Remuneration Committee is obligated to adhere to the Company’s Code of Ethics in performing their duties and responsibilities in good faith, responsible, and prudent manner. Members of the committee also work within the corridors defined by applicable laws and regulations, as well as the highest and most independent standards of integrity.
DUTIES, RESPONSIBILITIES, AND ACTIVITIES OF THE NOMINATION AND REMUNERATION COMMITTEE
In performing its duties and responsibilities, the Nomination and Remuneration Committee followed the procedures of the Company’s Nomination and Remuneration Committee Charter and conducted several activities including:
I. NOMINATION FUNCTION
- Advised and provided recommendations to the Board of Commissioners on:
- composition of the Boards of Commissioners and Board of Directors;
- policies and criteria on the nomination of members for the Boards of Commissioners and Board of Directors;
- performance evaluation policies for members of the Boards of Commissioners and Board of Directors;
- Assisted the Board of Commissioners in assessing performance of the respective members of the Boards of Commissioners and Board of Directors based on established evaluation benchmarks;
- Proposed recommendation to the Board of Directors regarding development programs for the Board of Commissioners and Board of Directors;
- Proposed eligible candidates for the Boards of Commissioners and Board of Directors to be submitted to the GMS.
II. REMUNERATION FUNCTION
- Advised and provided recommendations to the Board of Commissioners on:
- Remuneration structures;
- b. Remuneration policies; and
- c. Amount of the remuneration.
- Assisted the Board of Commissioners in assessing merits of the remuneration scheme provided to each member of the Boards of Commissioners and Board of Directors.
REMUNERATION POLICY FOR THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS’ MEMBERS
As stipulated in POJK No. 34/2014 that the Nomination and Remuneration Committee advise on salaries and other benefits for the Board of Commissioners and Directors’ members where the remuneration system is defined on the basis of a formula based on performance-oriented, market competitiveness and alignment of the Company’s financial capacity.
The Board of Commissioners submits for approval at the GMS the salaries and other benefits of members of the Company’s Board of Commissioners. The Board of Commissioners determines the amount of salary and other benefits paid to members of the Board of Directors based on authority delegated by the GMS.
POLICY AND IMPLEMENTATION OF THE NOMINATION AND REMUNERATION COMMITTEE MEETINGS’ ATTENDANCE RATE AND FREQUENCY
The Nomination and Remuneration Committee is mandated to hold regular meetings, with at least 1 (one) meeting per 3 (three) months. The meeting is led by the Chairman of the Committee. A Committee’s meeting may take place if attended by:
- Chairman of the Committee; and
- The majority of the Committee’ members.
Decisions of the Nomination and Remuneration Committee meetings are made based upon deliberation and consensus. If there is no consensus, major decisions will be decided upon by a majority of votes. All decisions, including disputes, must be recorded in the Minutes of Meeting and must be signed by each attendees and must be submitted in a written report to the Board of Commissioners.
Alexander S. Rusli
Aside as a Chairman of the Nomination and Remuneration Committee, Alexander S. Rusli concurrently serves as the Company’s Independent Commissioner.
After working as a full-time lecturer in Australia, he returned to Indonesia in 1997 and started his professional career journey in Indonesia at PricewaterhouseCoopers as a Management Consultant focusing on large IT Implementation projects.
As an experienced executive with a strong background in technology, he has held key positions or positions in private companies throughout his career, including CEO at PT Indosat Tbk, Indonesia’s second-largest telecommunications operator, from 2012-2017; Independent Commissioner at PT Sarana Menara Nusantara Tbk (Protelindo), from 2018-2019; Chairman at iFlix Indonesia, from 2018-2020; Commissioner at PT Solusi Sinergi Digital Tbk, since 2019 – Februari 2022; Independent Commissioner at PT Medikaloka Hermina Tbk (Hermina Hospital Group), since 2018-present; Independent Commissioner at PT Unilever Indonesia Tbk, since 2018-present; Independent Commissioner at PT Link Net Tbk, since 2020-present; Independent Commissioner at PT Cisarua Mountain Dairy Tbk, since 2021-present.
He has also held several positions in government, namely as Expert Staff at the Ministry of Communication and Information Technology, from 2001 – 2007; Expert Staff at the Ministry of SOEs, from 2007 to 2009; Expert Staff to the Minister of Finance of the Republic of Indonesia for the National Tax System, from 2019 to the present; and Advisor for Crescent Point for Indonesia, from 2019 to the present. From 2007 to 2009, he held the following posts in several State-Owned Enterprises: Commissioner at PT Krakatau Steel Tbk; President Commissioner at PT Geodipa Energi; and Commissioner at PT Kertas Kraft Aceh.
Additionally, he is also the founder of PT Digi Asia Bios, a consolidated Fintech holding company that offers digital payment, credit, and remittance financial services in Indonesia. He also has a Joint Venture with Tempo Digital Media which focuses on animation for Indonesian IP characters.
He is actively involved in growing and incubating digital businesses by investing in early-stage startups and serving on their boards of directors or as an active advisor. Apart from investing, he advises other firms that are experimenting with innovative business models, such as IRMA, GrosirOne, Surge, Doogether, etc.
He is an Indonesian citizen, 51 years old as of December 31, 2022. He holds several degrees as a Bachelor of Business, Information System in 1992, a Bachelor of Commerce (Hons), Information System in 1993 and a Doctor of Philosophy (Ph.D.), Information Systems in 2000, the three degrees were obtained from the Curtin University of Technology, Perth, Australia.
Bunjamin J. Mailool
Bunjamin J. Mailool began his membership in the Nomination and Remuneration Committee since 2015. He also serves as the Company’s President Commissioner.
He began and built his professional career with Citibank NA Jakarta in 1989, and his last post was as Vice President in 1997. In March 1997, he joined the Lippo Group at PT Bukit Sentul Tbk, where he served as CEO until 2001. He commenced his services as President Director for PT Matahari Putra Prima Tbk in 2002 until 2018, and PT Matahari Department Store Tbk since 2009. He served as President Director of the Company from 2014 until 2015, wherein he accepted his appointment as member of the Nomination and Remuneration Committee from 2015 to this day, while concurrently serving as President Commissioner.
He is an Indonesian citizen, aged 59 as of 31 December 2022. He obtained his MBA from Oklahoma State University and BSc from California State University of Fresno, USA.
Tati Hartawan started her career at Citibank Indonesia with her last position as Global Consumer Business Human Resources Head, Senior Vice President (1989 – 2013). Then, she served as Human Capital Director at Bank Mega (2013 – 2016). She joined Lippo Group in 2016, currently serving as Chief Human Resources in PT Multipolar Tbk.
She is an Indonesian citizen and aged 56 as of 31 December 2022. She holds a Bachelor of Science Degree in Accounting from San Francisco State University, United States of America (1988).
Bagus Purboyo started his career in Human Resources at PT Voksel Electric Tbk (1990-1994). After that, he served as General Manager for Human Resources Department at PT Bukit Sentul Tbk (1994-2004), General Manager of Human Resources Department at PT Matahari Putra Prima Tbk (2004-2013), and member of Nomination and Remuneration Committee of PT Matahari Putra Prima Tbk (2015-2019). Currently, he also holds position as Commissioner of PT Surya Cipta Investama (2014-present).
He is an Indonesian citizen, aged 60 as of 31 December 2022. In 1986, he graduated from the Pembangunan Nasional University, Surabaya with a Bachelor of Science degree in Agronomy. He also attended the Widyawiyata Management Program at IPPM.