Logo

Guidance for Nomination and Remuneration Function

I. BACKGROUND AND OBJECTIVES
In accordance with the law in Indonesia, PT Bintraco Dharma Tbk has 3 organs of the company:
1. General Meeting of Shareholders
2. Board of Commissioners
3. Board of Directors
Each organ of the company has duties, responsibilities and authorities respectively in accordance with the applicable laws and regulations and the Articles of Association of the Company.
This function attaches to the members of the Board of Commissioners for the implementation of supervision duties and functions related to the nomination and remuneration system for the members of the Board of Commissioners, Board of Directors and members of committees at the level of the Board of Commissioners.
The purpose of this document is made as a guide for the Board of Commissioners in carrying out the functions of nomination and remuneration for the company in accordance with the principles of good corporate governance / GCG-Good Corporate Governance.
II. DUTIES AND RESPONSIBILITIES
A. Related to Nomination FunctionS
1. Prepare the structure, number and composition of the Board of Directors, Board of Commissioners and Commissioners Committee.
2. Prepare a succession plan for the Board of Directors, Board of Commissioners and Commissioners Committee.
3. Determine the policies and criteria required in the nomination process to be implemented in identifying the candidates, examine and approve candidates for the members of the Board of Directors, Board of Commissioners and Commissioners Committee.
4. Deliver the proposed candidates for the members of the Board of Directors or Board of Commissioners and Commissioners Committee to the GMS of the Company.
5. Determine the performance assessment policy of the members of the Board of Directors, Board of Commissioners and Commissioners Committee based on predetermined criteria.
6. Make a capability development program of the members of the Board of Directors, Board of Commissioners and Commissioners Committee.
B. Related To Remuneration Functions
1. Prepared the structure of remuneration in the form of salaries, honorariums, incentives and allowances that are fixed and variable for the Board of Directors, Board of Commissioners and Commissioners Committee.
2. Prepare the remuneration policy of the Board of Directors and Board of Commissioners and Commissioners Committee.
3. Prepare the amount on the structure of remuneration of the Board of Directors, Board of Commissioners and Commissioners Committee.
4. Deliver the proposed structure, policies and remuneration for the Board of Directors, Board of Commissioners and Commissioners Committee at the GMS of the Company.
5. Matters to be considered in preparing the structures, policies and remuneration as described above including:
a. Remuneration applicable in similar industry sectors and the business scale similar to the Company.
b. The financial performance of the Company related to the target and short-term and long term strategies.
c. The achievement of individual performance of members of the Board of Directors, Board of Commissioners and Commissioners Committee in accordance with predetermined targets.
d. The balance of allowances that are fixed and variable by taking into account the feasibility and the overall remuneration of the Board of Directors, Board of Commissioners and Commissioners Committee.
6. Evaluate periodically the remuneration policy and its implementation.

III. CLOSING
A. This Nomination and Remuneration Guidelines will be evaluated periodically and will be revised as necessary.
B. Original Document of this Nomination and Remuneration Guidelines will be documented by the Board of Directors and contained in the website of the Company.