The Board of Commissioners establishes the Nomination and Remuneration Committee which aims to formulate policies and assist in the implementation of the functions and duties of the nomination and remuneration of members of the Board of Commissioners and Directors in accordance with applicable laws and regulations and the principles of Good Corporate Governance. The appointment and dismissal of members of the Nomination and Remuneration Committee is carried out by the Board of Commissioners.

LEGAL REFERENCES

  1. Law of the Republic of Indonesia No. 40 of 2007 on the Limited Liability Companies.
  2. Law of the Republic of Indonesia No. 19 of 2003 on the State-Owned Enterprises.
  3. POJK No. 55/POJK.03/2016 on the Implementation of Governance for Commercial Banks.
  4. POJK No. 33/POJK.04/2014 dated 8 December 2014 on the Board of Directors and Board of Commissioners of Issuers or Public Companies.
  5. POJK No. 34/POJK.04/2014 dated 8 December 2014 on the Nomination and Remuneration Committee of Issuers or Public Companies.
  6. POJK No. 45/POJK.03/2015 on the Implementation of Governance in Providing Remuneration for Commercial Banks.
  7. SEOJK No. 40/SEOJK.03/2016 on the Implementation of Governance in Providing Remuneration for Commercial Banks
  8. SOE Minister Regulation No. PER-01/MBU/2011 dated 1 August 2011 on the Implementation of Good Corporate Governance in SOEs in lieu of SOE Minister Regulation No. PER-09/MBU/2012 dated 6 July 2012 on theamendment to the SOE Minister Regulation No. PER-01/MBU/2011 on the Implementation of Good Corporate Governance in SOEs.
  9. SOE Minister Regulation No. PER-12/MBU/2012 dated 24 August 242012 on the Supporting Organs of the Board of Commissioners/Supervisory Board of State-Owned Enterprises.
  10. PT Bank Rakyat Indonesia (Persero) Tbk’s Articles of Association with the latest amendments

NRC CHARTER
The NRC Charter has been reviewed and approved by the Board of Commissioners through the Board of Commissioners Decree No: B.13-KOM/1/2018 dated 01 November 2018 concerning the Charter of the Board of Commissioners and Supporting Organs of the Board of Commissioners of PT Bank Rakyat Indonesia (Persero) Tbk, which regulates including:

  1. The purpose of establishing the Committee.
  2. Membership of the Committee.
  3. Authorities, duties and responsibilities.
  4. Position of the Committee
  5. Work ethic.
  6. Implementation of meetings.

APPOINTMENT AND DISMISSAL OF NOMINATION AND REMUNERATION COMMITTEE
The Nomination and Remuneration Committee is appointed and dismissed by and is responsible to the Board of Commissioners. The appointment of the Chairman and Members of the Nomination and Remuneration Committee is stipulated by the Decree of the Directors Nokep: 548-DIR/HCB/08/2020 dated 12 August 2020 concerning the Appointment of the Chair and Members of the Nomination and Remuneration Committee of PT Bank Rakyat Indonesia (Persero) Tbk.

STRUCTURE AND MEMBERSHIP OF THE NOMINATION AND REMUNERATION COMMITTEE

Structure of Nomination and Remuneration Committee

The structure of BRI’s Nomination and Remuneration Committee is as follows:

  1. The Committee is chaired by an Independent Commissioner.
  2. Committee members consist of at least 3 (three) people consisting of an Independent Commissioner, a Commissioner, and an Executive Officer one level below the Board of Directors in charge of HR policies (ex officio) or a representative of the Company’s employees, other members may come from from parties outside the Company.
  3. In the event that there are more than 3 (three) members of the Committee, then the Independent Commissioner should be at least 2 (two) people. (PBI ps 40 (4)).
  4. The Board of Commissioners may appoint an Independent Party as a member of the Committee, provided that:
    1. Required to fulfill the following requirements:
      1. has no affiliation with the Company, members of the Board of Directors, members of the Board of Commissioners, or Major Shareholders of the Company;
      2. has experience related to Nomination and / or Remuneration; and
      3. does not hold concurrent positions as members of other committees owned by the Company.
    2. Elected by the Board of Commissioners through a recruitment and selection mechanism.
    3. The maximum working period is 2 (two) years and can be extended again for the next working period with due observance of the service period of the Board of Commissioners and the applicable contract worker regulations in the Company, without precluding the possibility of being dismissed by the Board of Commissioners before the contract period ends. (self-regulated)
  5. Members of the Board of Directors are prohibited from becoming members of the Committee.
  6. Committee members are appointed by the Board of Directors based on the resolutions of the Board of Commissioners meeting.
  7. Committee members are appointed for a certain term and can be reappointed.
  8. The term of office of members is not longer than the term of office of the Board of Commissioners as stipulated in the articles of association.
  9. Replacement of members who are not members of the Board of Commissioners shall be carried out no later than 60 (sixty) days after the Committee members are no longer able to carry out their functions.

Nomination and Remuneration Committee Membership

  1. Committee members shall at least consist of:
    1. An Independent Commissioner;
    2. An independent party who has expertise in finance; and
    3. An Independent Party with expertise in risk management.
  2. Independent parties who are considered to have expertise in finance must meet the following criteria:
    1. Have knowledge in the fields of economics, finance and/or banking; and
    2. Have work experience of at least 5 (five) years in the fields of economics, finance and/or banking.
  3. Independent Parties deemed to have expertise in risk management must meet the following criteria:
    1. Have knowledge in the field of risk management;
    2. Have work experience of at least 2 (two) years in the field of risk management, finance and/or banking.
  4. Independent parties must meet the following requirements:
    1. Do not receive compensation from the Company and its subsidiaries, or its affiliates, except for wages, salaries, and other facilities received in connection with tasks performed as members of the Risk Management Monitoring Committee;
    2. Has no family or financial relationship with the Board of Directors and the Board of Commissioners;
    3. Do not have a concurrent position with the Company and other companies affiliated with the Company;
    4. Do not have duties, responsibilities and authorities that give rise to a conflict of interest;
    5. May not concurrently be a member of the Board of Commissioners, Secretary of the Board of Commissioners, Staff Secretary of the Board of Commissioners and members of the Committee in BUMN or other companies; and
    6. Does not conflict with other provisions and laws.
  5. Former members of the Board of Directors or Executive Officers of the Company or parties that have a relationship with the Company that can affect their ability to act independently cannot become Independent Parties as members of the Committee, before undergoing a 6 (six) month waiting period (cooling off). Provisions for the waiting period (cooling off). The provisions for the waiting period (cooling off) to become an Independent Party do not apply to former members of the Board of Directors or Executive Officers whose duties only carry out supervisory functions for at least 6 (six) months.
  6. Appointment of Committee members from an independent party, following the following provisions:
    1. Elected by the Board of Commissioners through a recruitment and selection mechanism;
    2. The maximum working period is 2 (two) years and can be extended again for the next working period with due observance of the service period of the Board of Commissioners and the applicable contract worker regulations in the Company, without precluding the possibility of being dismissed by the Board of Commissioners before the term of the contract ends.
  7. Members of the Board of Directors are prohibited from becoming members of the Committee.
  8. Committee members are appointed by the Board of Directors based on the resolutions of the Board of Commissioners meeting.

The composition of the Committee for the period January 1, 2020 to March 18, 2020 is as follows:

Name Position Description
Andrinof A. Chaniago Chairman President Commissioner
Wahyu Kuncoro Member Vice President Commissioner/ Independent Commissioner
A. Fuad Rahmany Member Independent Commisioner
A. Sonny Keraf Member Independent Commisioner
Hendrikus Ivo Member Independent Commisioner
Rofikoh Rokhim Member Independent Commisioner
Nicolaus Teguh Budi Harjanto Member Commisioner
Hadiyanto Member Commisioner
Loeke Larasati Agoestina Member Commisioner
E.R.A. Taufiq Member Ex-officio (Division Head of Human Capital Policy and Development)

Member structure from March 31, 2020 to August 31, 2020:

Name Position Description
R. Widyo Pramono Chairman Independent Commissioner
Kartika Wirjoatmodjo Member President Commissioner
Ari Kuncoro Member Vice President Commissioner/ Independent Commissioner
Nicolaus Teguh Budi Harjanto Member Commisioner
Hadiyanto Member Commisioner
Rabin Indrajad Hattari Member Commisioner
Hendrikus Ivo Member Independent Commissioner
Rofikoh Rokhim Member Independent Commissioner
Zulnahar Usaman Member Independent Commissioner
Dwi Ria Latifa Member Independent Commissioner
E.R.A Taufiq Member Ex-officio (Division Head of Human Capital Policy and Development)

Member structure from August 12, 2020 to December 31, 2020:

Name Position Description
R. Widyo Pramono Chairman Independent Commissioner
Rofikoh Rokhim Secretary Independent Commissioner
Kartika Wirjoatmodjo Member President Commissioner
Ari Kuncoro Member Vice President Commissioner/ Independent Commissioner
Nicolaus Teguh Budi Harjanto Member Commisioner
Hadiyanto Member Commisioner
Rabin Indrajad Hattari Member Commisioner
Hendrikus Ivo Member Independent Commissioner
Zulnahar Usaman Member Independent Commissioner
Dwi Ria Latifa Member Independent Commissioner
E.R.A Taufiq Member Ex-officio (Division Head of Human Capital Policy and Development)

COMMITTEE PROFILE

The NRC Member Profile as of 31 December 2020 is as follows:

R. Widyo Pramono
Chairman of NRC/Independent Commissioner
Profile can be seen in Board of Commissioner Profile
Rofikoh Rokhim
Secretary of NRC/Independent Commissioner
Kartika Wirjoatmodjo
Member of NRC/ President Commissioner
Ari Kuncoro
Member of NRC/ Vice President Commissioner/ Independet Commissioner
Nicolaus Teguh Budi Harjanto
Member of NRC/ Commissioner
Hadiyanto
Member of NRC/ Commissioner
Rabin Indrajad Hattari
Member of NRC/ Commissioner
Hendrikus Ivo
Member of NRC/ Independent Commissioner
Zulnahar Usaman
Member of NRC/ Independent Commissioner
Dwi Ria Latifa
Member of NRC/ Independent Commissioner
E.R.A Taufiq
Member of NRC Ex-officio (Division Head of Human Capital Policy and Development)
Born in Bandung, May 13, 1967, obtained his Bachelor of Laws degree from Parahyangan University. While working at BRI, he served as Head of the Career Development Division of Human Capital Policy & Development Division, Deputy Head of the Career & Culture Division, Human Capital Policy & Development Division, and Executive Vice President of the Human Capital Business Partner Division.

DUTIES AND RESPONSIBILITIES OF NOMINATION AND REMUNERATION COMMITTEE

Nomination Function

  1. Prepare and provide recommendations to the Board of Commissioners regarding the selection and/or replacement system and procedures of members of the Board of Commissioners and Directors to be submitted to the General Meeting of Shareholders.
  2. Provide recommendations to the Board of Commissioners regarding:
    1. Composition of members of the Board of Directors and/or members of the Board of Commissioners;
    2. Policies and criteria needed in the Nomination process and;
    3. Performance assessment policy for members of the Board of Directors and/or members of the Board of Commissioners
  3. Assist the Board of Commissioners in performance assessment of members of the Board of Directors and/or members of the Board of Commissioners based on benchmarks prepared as evaluation material;
  4. Provide recommendations to the Board of Commissioners regarding capacity expanding programs for members of the Board of Directors and/or members of the Board of Commissioners;
  5. Provide recommendations or propose candidates who fulfill the requirements as members of the Board of Directors and/or members of the Board of Commissioners to the Board of Commissioners for submission to the GMS.
  6. Provide recommendations to the Board of Commissioners regarding the Prospective Representatives of the Company that will be assign as the Subsidiaries Management proposed by the Board of Directors.
  7. Provide recommendations to the Board of Commissioners regarding Independent Parties who will become members of the Committee under the Board of Commissioners.

Remuneration function

  1. Provide recommendations to the Board of Commissioners regarding the structure, policies, and amount of remuneration for members of the Board of Directors and/or members of the Board of Commissioners.
  2. Provide recommendations to the Board of Commissioners regarding evaluation of remuneration policies for members of the Board of Directors and/or members of the Board of Commissioners to be submitted to the General Meeting of Shareholders;
  3. Provide recommendations to the Board of Commissioners regarding the evaluation of remuneration policies for Executive Officers and employees as a whole for submission to the Board of Directors.
  4. Assist the Board of Commissioners in performance assessment with the suitability of Remuneration received by each member of the Board of Directors and/or members of the Board of Commissioners.

AUTHORITY
The Board of Commissioners authorizes the Committee within the scope of the Committee’s responsibilities to request relevant information relating to the implementation of the Nomination and remuneration functions as well as employment policies and other functions in human resource management from internal parties.

INDEPENDENCE OF THE NOMINATION AND REMUNERATION COMMITTEE
In maintaining the independence of the implementation of duties and providing views, suggestions and recommendations to the Board of Commissioners, KNR members consist of 6 (six) Independent Commissioners who are not affiliated with the Director, other Commissioners or the controlling shareholder of the Company and are not shareholders, Commissioners, Directors. from companies that have affiliations or business with the Company.

COMMITTEE PROHIBITION

  1. Taking personal gain either directly or indirectly from the Company’s activities other than legal income.
  2. Receiving additional income other than income as a member of the Board of Commissioners for members of the Board of Commissioners who become Chairman or members of the Committee.

KPI AND ACHIEVEMENTS IN 2020
The Nomination and Remuneration Committee performance indicators or criteria is measured from the achievement of work programs/work plans and budgets that has been prepared at the beginning of each year and the attendance of NRC members in each meeting. The NRC work program is designed to support the key success factors of the Board of Commissioners in executing the nomination process of the Company’s management and its subsidiaries, evaluation of employees’ remuneration and employment policies, remuneration of the Board of Directors and Board of Commissioners, as well as the overall management of human resources.

Broadly, all NRC KPIs has been achieved by the implementation of all NRC Work Plan and Budget 2020, in accordance with the set target and attendance level of NRC members, which fulfilled the requirement hence all NRC meeting can be executed with quorum in every decision.