Nomination, Remuneration, and GCG 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 assisted 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.008/2019 dated August 9, 2019, the composition of the Nomination, Remuneration and GCG Committee are:

Position Name Description
Chairman Joseph Prajogo Independent Commissioner
Member Bambang Pramujo Commissioner
Member Abdul Muis Yusuf Executive Officers
Member Diah Sulistyorini Independent Party

Profile of the Nomination, Remuneration, and GCG Committee


Joseph Prajogo

Chairman

The profile of Joseph Prajogo could be seen in the profile of the Board of Commissioners in the Management Report chapter.

Bambang Pramujo

Member

The profile of Bambang Pramujo could be seen in the profile of the Board of Commissioners in the Management Report chapter.

Diah Sulistyorini

Member

An Indonesian citizen, 60 years old, born on December 28, 1959. She has been a member of the Nomination, Remuneration, and GCG Committee since 2019. She holds a Bachelor of Economic majoring in Accounting from University of Indonesia (1987). The positions that have been held are as follows:

  • Functional Auditor and Consultant of GCG, KPI, Risk Management at BPKP (1993-2017)
  • Audit Committee at PT Jakarta Propertindo (2007)
  • Accounting Lecturer in Institute of Risk Management and Insurance (2000-2006)
  • Auditing Lecturer in Economic Faculty of University of Indonesia (2003-2004)
  • Trainer in BNI and Perum Pegadaian for Accounting, Budgeting, Tax subject in Management Institute of Economic Faculty, University of Indonesia (2000-2004)

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 relationships with the Company to maintain independencies in carried out their duties and responsibilities. To maintain the independency of each member of the Committee, each member of the Committee gives a statement of independency. The statement of independency of the Company’s Nomination, Remuneration and GCG Committee is 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 Joseph Prajogo Bambang Pramujo Abdul Muis Yusuf Diah Sulistyorini
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 experience related to Nomination & Remuneration
Has no share ownership in the Company either direct or indirectly.

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


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

  1. Related to Remuneration policy:
    1. Evaluate the remuneration policy;
    2. Provide recommendations to the Board of Commissioners regarding:
      • Remuneration policy for the Board of Commissioners and Board of Directors to be submitted to the General Meeting of Shareholders;
      • Remuneration policy for Executive Officers and employees as a whole to be submitted to the Board of Directors;
      • Develop a system/policy and the amount of remuneration for members of the Board of Commissioners and members of the Board of Directors in the form of;
        1. Salary
        2. Honorarium
        3. Incentive
        4. Fixed and variable allowance
  2. Related to the Nomination policy:
    1. Prepare and provide recommendations regarding the system and procedure for selecting and/or replacing members of the Board of Commissioners and Board of Directors to the Board of Commissioners to be submitted to the General Meeting of Shareholders;
    2. Provide recommendations regarding candidates of the Board of Commissioners and/or Directors to the Board of Commissioners to be submitted to the General Meeting of Shareholders;
    3. Provide recommendations regarding Independent Parties who will become members of the Audit and Risk Committee and the Risk Monitoring Committee to the Board of Commissioners.
  3. Carry out other tasks given by the Board of Commissioners.

Report on the Implementation of the Nomination, Remuneration, and GCG Committee for 2019


Through 2019 the Nomination, Remuneration, and GCG Committee implemented activities to carry out their duties and responsibilities as set out in the table below.

No Subjects in the Work Guideline of Nomination, Remuneration, and GCG Committee Activities Realization
1. Review the organizational structure of the Company. Provided 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 Audit Unit.
2. Provide recommendations on remuneration and tantiem of the Board of Directors and Board of Commissioners. Provided recommendations on proposed tantiem and honorarium for the Board of Directors and Board of Commissioners in 2018.
3. Provide recommendations on the implementation of management systems within the Company. Provided recommendations on the implementation of risk management in the Company.
4. Provide recommendations for corporate actions by the Company. Provided recommendation for the implementation of corporate actions including the establishment of a JV between WG - WR - Patrajasa.

Frequency of Meetings and Attendance at the Nomination, Remuneration, and GCG Committee (FY 2019)


The Nomination, Remuneration and GCG Committee held 4 (four) internal meetings with the frequency and attendance rate of each member are:

No Name Position Total Meeting Total Attendance %
1. Ridwan Abdul Muthalib Chairman 4 3 75%
2. Yulianto Member 4 1 25%
3. Adi Susetio Member 4 1 25%
4. Diah Sulistyorini Member 4 3 75%

Training Programs Attended by the Nomination, Remuneration and GCG Committee


Information about the training that has been attended by members of the Nomination, Remuneration, and GCG Committee throughout 2019 has been presented in the chapter “Company Profile”.

Work Program for the Nomination, Remuneration, and GCG Committee in 2020

  1. Activities for reviewing, analysing, and scrutinising GCG implementation within the Company.
  2. Review 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. Review on corporate actions by the Company.
  4. Review on adjustments to the Board Manual.
  5. Debt settlement discussion activities that require special attention.
  6. Review on GCG aspects in the Company Performance Report.
  7. Review on GCG aspect in the Proposal of Company’s Work Plan and 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 candidates name for the replacement of Board of Directors and Board of Commissioners to be submitted to the GMS and Shareholders.