Nomination and Remunerantion Committee Work Guidelines

In order to create good corporate governance as referred to the Articles of Association of PT Intiland Development Tbk

I. RECITALS
In order to create good corporate governance as referred to the Articles of Association of PT Intiland Development Tbk (“Company”) and its amendments, Law Number 40 Year 2007 concerning Limited Liability Company, and regulations in Capital Market sector, particularly Financial Services Authority Regulation Number 34/POJK.04/2014 concerning Nomination and Remuneration Committee of Issuer or Public Company which regulates Issuer or Public Company must have nomination and remuneration function and as for the implementation of said function, the Board of Commissioners may establish Nomination and Remuneration Committee (“Committee”). For the implementation of Committee’s duties and responsibilities, it is obliged to have internal policy which include working guidelines and code of conduct that must be known by and binding each Committee member.

II. COVERAGE
This Working Guidelines of Nomination and Remuneration Committee of PT Intiland Development Tbk (“Working Guidelines”) shall cover the following:

  1. Duties and responsibilities of the Committee;
  2. Membership composition and structure of the Committee;
  3. Working procedures of the Committee;
  4. Meetings of the Committee;
  5. Activity reporting system of the Committee;
  6. Committee member replacement procedures; and
  7. Tenure.

III. DUTIES AND RESPONSIBILITIES
The Committee shall have the following duties and responsibilities:
a. In relation to the nomination function:

  1. Make recommendation to the Board of Commissioners on the following:
    a) Board of Directors and/or Board of Commissioners members’ position structure;
    b) necessary policy and criteria in nomination process; and
    c) performance evaluation policy for Board of Directors and/or Board of Commissioners members;
  2. Assist the Board of Commissioners in evaluating performance of Board of Directors and/or Board of Commissioners members according to prepared parameters as evaluation material;
  3. Make recommendation to the Board of Commissioners on the capability development program of Board of Directors and/or Board of Commissioners members; and
  4. Provide suggestion to the Board of Commissioners  on the eligible candidates as Board of Directors and/or Board of Commissioners members in order to be conveyed in the General Meeting of Shareholders (“GMS”).

b. In relation to the remuneration function:

  1. Make recommendation to the Board of Commissioners on the following:
    a) remuneration structure;
    b) remuneration policy; and
    c) remuneration amount;
  2. Assist the Board of Commissioners in assessing  performance with remuneration conformity received by each Board of Directors and/or Board of Commissioners member.

IV. MEMBERSHIP STRUCTURE AND COMPOSITION

  1. The Committee is responsible to Board of Commissioners.
  2. The Committee shall consist of at least 3 (three) members, which subject to the following:
    a. 1 (one) chairman concurrently a member which is an Independent Commissioner; and
    b. Other members may derived from:
        1) Board of Commissioner member;
        2) an external party of the Company;
        3) a party in managerial level under the Board of Directors who is responsible to human resources area.
  3. Majority of other Committee members shall not derive from party in managerial level under the Board of Directors who is responsible to human resources area.
  4. Committee member from external party of the Company must fulfill the following requirements:
    a. unaffiliated with the Company, Board of Directors members, Board of Commissioners members, or Company Major Shareholder;
    b. experienced in nomination and/or remuneration related matters; and
    c. not holding concurrent position as member in other Company’s Committee.
  5. The Board of Directors members shall not become Committee members.
  6. According to Company’s Board of Commissioner Decree Number 001-SK/BOC/Intiland/CS/III/2015 concerning the Formation of Nomination and Remuneration Committee dated March 2nd, 2015, the Committee members structure are as follows:

Chairman   : Thio Gwan Po Micky
Member     : Cosmas Batubara
Member     : Ping Handayani Hanli

V. WORKING PROCEDURES
In performing nomination function, the Committee must conduct the following procedures:
a. create composition and nomination process of the Board of Directors and/or the Board of Commissioners members;
b. create required policy and criteria in nomination process and candidates of the Board of Directors and/or the Board of Commissioners members;
c. assist evaluation of the Board of Directors and/or the Board of Commissioners members’ performances;
d. create capability development program of the Board of Directors and/or the Board of Commissioners members; and
e. examine and propose to the Board of Commissioners on eligible candidates as the Board of Directors and/or the Board of Commissioners members in order to be conveyed in the GMS.

In performing remuneration function, the Committee must conduct the following procedures:
a. create remuneration structures for the Board of Directors and/or the Board of Commissioners members in the form of:
-   salary;
-   honorarium;
-   incentive; and/or
-   fixed and/or variable allowances;
b. create remuneration policy for the Board of Directors and/or the Board of Commissioners members; and
c. create remuneration amount for the Board of Directors and/or the Board of Commissioners members.

Establishment of remuneration structures, policy, and amount shall be subject to the following:
a. prevailing remuneration in similar industry with the Company and similar business scale in the said industry;
b. duties, responsibilities, and authorities of the Board of Directors and/or the Board of Commissioners members associated with Company’s target achievement and performance;
c. performance target or performance of each Board of Directors and/or Board of Commissioners member; and
d. the balance between fixed and variable allowances.

The remuneration structures, policy, and amount shall be evaluated by the Committee at least once a year.

VI. MEETINGS 

  1. Committee meetings shall be held regularly at least once in every 4 (four) months.
  2. Committee meetings shall only be held if:
    a. attended by more than half of the Committee members; and
    b. one of the majority attendees is Chairman of the Committee.
  3. The Committee meeting is chaired by Chairman of the Committee. In the event the Chairman is absent, then the meeting shall be chaired by a Committee member who is elected among present Committee members.
  4. The Committee meeting resolutions shall be adopted based on deliberation to reach consensus. In case the meeting unable to reach consensual resolution, it shall be adopted by majority votes cast. If the voting have equal votes, thus the resolution shall be determined by Chairman of the meeting.
  5. In the event there is a disagreement during the meeting resolution process, the said disagreement must be written in minutes of meeting including the disagreement reasons.
  6. The Committee meeting resolutions must be drawn up in minutes of meeting and properly documented by the Company.
  7. The Committee minutes of meeting must be submitted in writing to the Board of Commissioners.

VII. ACTIVITY REPORTING SYSTEM

  1. The Committee must report the implementation of duties, responsibilities, and performed procedures of Nomination and Remuneration to the Board of Commissioners.
  2. The aforementioned report shall become part of the Board of Commissioners’ duties implementation report and submitted in GMS.

VIII. MEMBER REPLACEMENT PROCEDURES

  1. The Committee members are appointed and dismissed based on Board of Commissioners’ meeting resolution and the said resolution must be documented by the Company.
  2. The Committee member replacement of non-Board of Commissioners shall be conducted at least 60 (sixty) days as of the relevant member is unable to perform its function.
  3. The Committee member is unable to perform its function if the said member being dismissed based on Board of Commissioners’ meeting resolution, among others due to the following reasons:
    a. died;
    b. resign; or
    c. permanently unavailable which resulted it unable to perform its duties or as medically predicted is unable to perform its duties for more than 6 (six) consecutives months.

IX. TENURE

  1. The Committee member is appointed for 5 (five) years period and may be re-appointed.
  2. The Committee members’ tenure shall not exceed the Board of Commissioners’ tenure as stipulated under Company’s Articles of Association.

X. CLOSING
The Committee must review this Working Guidelines at least every 2 (two) years or it must be updated as deemed necessary with due observance to the prevailing laws and regulations.

Stipulated on June 1st, 2015
BOARD OF COMMISSIONERS OF PT INTILAND DEVELOPMENT TBK