Nomination and Remuneration Committee

Nomination, Remuneration, and GCG Committee


The Nomination, Remuneration and GCG Committee is a committee formed based on OJK Regulation No. 34/2014 by the Board of Commissioners in helping carry out the functions and duties of the Board of Commissioners regarding Nomination and Remuneration for members of the Board of Directors and members of the Board of Commissioners. The term of office of the Nomination, Remuneration and GCG Committee composition from 28 August 2017 up to a maximum of 2 (two) years and can be re-elected only for the next 1 (one) period, without reducing the Board of Commissioners’ right to terminate at any time.

Composition of Nomination, Remuneration, and GCG Committee


Based on the Board of Commissioners’ Decree number SK.02.01 / DEKOM. WG.010 / 2017 dated August 28, 2017, the composition of the Nomination, Remuneration and GCG Committee is as follows:

Position Name Description
Chairman Mudjiadi Independent Commissioner
Member Gandira Gutawa Sumapraja Commissioner
Member Adi Susetio Manager of HC WIKA Gedung
Member Achwan Independent Party*
*) Coming from outside WEGE, but still within the WIKA Group

Profile of the Nomination & Remuneration Committee


Mudjiadi

Chairman

The profile of Mudjiadi can be seen in the profile of the Board of Commissioners in the Management Report chapter.

Gandira Gutawa Sumapraja

Member

For the profile of Gandira Gutawa Sumapraja, it can be seen in the profile of the Board of Commissioners in the Management Report chapter.

Adi Susetio

Member

Adi Susetio’s profile can be seen in the Profile Manager on the Company Profile chapter.

Achwan

Member

Indonesian citizen, 54 years old, born in Pekalongan on November 7, 1964. He has served as Operations Bureau Manager since 2018. He holds a Bachelor of Civil Engineering degree from Gadjah Mada University (1998). The positions that have been held are as follows:

  • HC WIKA Young Student (1997-2008)
  • Head of Human Capital Division WEGE (2008)

Independence and Work Guidelines for the Nomination, Remuneration, and GCG Committee


Members of the Nomination, Remuneration and GCG Committee are professional individuals who do not have a relationship with the Company to maintain independence in carrying out their duties and responsibilities. In an effort to maintain the independence of each member of the Committee, each member of the Committee gives a statement of independence. The statement of independence of the Company’s Nomination, Remuneration and GCG Committee is prepared based on the Financial Services Authority Regulation No. 34 / POJK.04 / 2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.

Independence Statement Mudjiadi Gandira Gutawa Sumapraja Adi Susetio Achwan
Has no affiliation with the Issuer or Public Company, members of the Board of Directors, members of the Board of Commissioners, or the Company’s Major Shareholders
Having nomination & related experience Remuneration.
Not a direct or indirect shareholder of the Company;

Work Guideline of Nomination, Remuneration, and GCG Committee


In carrying out its performance, the Nomination, Remuneration, and GCG Committee is fully guided in the 2018 Board Manual which has been ratified through Joint Decree No. SK.01.09 / WG.456 / 2018 concerning Changes in the Manual Board of PT Wijaya Karya Bangunan Gedung Tbk.

Duties and Responsibilities of the Nomination, Remuneration, and GCG Committee


In carrying out its functions, the Nomination, Remuneration and GCG Committee has the following duties and responsibilities:

  1. Associated with the Nomination function:
    1. Provide recommendations to the Board of Commissioners regarding:
      • Position composition of members of the Board of Directors and / or members of the Board of Commissioners;
      • Policies and criteria needed in the Nomination process; and
      • Performance evaluation policy for members of the Board of Directors and / or members of the Board of Commissioners.
    2. Assist the Board of Commissioners in evaluating the performance of members of the Board of Directors and / or members of the Board of Commissioners based on benchmarks that have been prepared as evaluation material;
    3. Provide recommendations to the Board of Commissioners regarding the knowledge development program of members of the Board of Directors and / or members of the Board of Commissioners;
    4. Provide proposals for candidates who qualify as members of the Board of Directors and / or members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
  2. Related to the Remuneration function:
    1. Provide recommendations to the Board of Commissioners regarding:
      • Remuneration structure;
      • Policy on Remuneration; and
      • Magnitude of Remuneration;
    2. Assist the Board of Commissioners in assessing performance with the suitability of Remuneration received by each member of the Board of Directors and / or members of the Board of Commissioners.

Report on the Implementation of the Nomination, Remuneration, and GCG Committee for 2018


Throughout 2018 the Nomination, Remuneration, and GCG Committee carries out activities in carrying out its duties and responsibilities as set out in the table below.

No Matters in the Work Guideline of Nomination, Remuneration, and GCG Committee Activities Realization
1. Reviewing the organizational structure of the Company. Provision of recommendations for changes in the Company’s organizational structure with the addition of the Modular Division and the change of officials of the Corporate Secretary and Internal Control Unit.
2. Providing recommendations on remuneration and tantiem recommendations of the Board of Directors and Board of Commissioners. Providing recommendations on proposed tantiem and honorarium for the Directors and Board of Commissioners in 2018.
3. Providing recommendations on the implementation of management systems within the Company. Providing recommendations on the implementation of risk management in the Company.
4. Providing recommendations for corporate actions by the Company The recommendation for the implementation of corporate actions includes the establishment of a JV between WG - WR - Patrajasa.

Frequency of Meetings and Attendance at the Nomination, Remuneration, and GCG Committee


The Nomination, Remuneration and GCG Committee holds internal meetings and / or together with the Board of Commissioners with the Nomination, Remuneration and GCG Committee Work Program 1 (one) time, consisting of 1 (one) meeting with the Board of Commissioners and Directors (Rakomdir), and the Internal Meeting of the Nomination, Remuneration and GCG Committee 1 (one) time with the frequency and attendance rate of each member meeting as follows:

No Name Position Total Meeting Total Attendance %
1. Mudjiadi Chairman 1 1 100%
2. Gandira Gutawa Sumapraja Member 1 1 100%
3. Adi Susetio Member 1 1 100%
4. Achwan Member 1 1 100%

Training and/or Education Program implemented by the Nomination, Remuneration and GCG Committee


Information about the education and / or training that has been conducted by members of the Nomination, Remuneration and GCG Committee throughout 2018 has been presented in the chapter “Company Profile”.

Plan for the Nomination, Remuneration, and GCG Committee Work Program for 2019

  1. Activities for reviewing, analysing, and scrutinising GCG implementation within the Company.
  2. Study activities on the implementation of existing management systems within the Company, namely the Quality Management System, Occupational Safety and Health Management System, Risk Management System, and Information Management System.
  3. Study activities on corporate actions by the Company.
  4. Study activities on adjustments to the Manual Board.
  5. Debt settlement discussion activities that require special attention.
  6. Review of GCG aspects in the Company Performance Report
  7. Review of aspects of GCG Draft Work Plan and Company Budget and their suitability with the Company’s Long-Term Plan.
  8. Propose to the Board of Commissioners regarding the determination of salaries and bonuses of the Board of Directors and the Board of Commissioners.
  9. Propose names of replacement Directors and Board of Commissioners to be submitted to the GMS and Shareholders