Nomination, Remuneration, and GCG Committee

Nomination, Remuneration, and GCG Committee


The Nomination, Remuneration and GCG Committee is a committee formed based on OJK Regulation Number: 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 Manager Human Capital

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.

Abdul Muis Yusuf

Member

The profile of Abdul Muis Yusuf could be seen in the Profile of Managers in the Company Profile chapter.

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 Number: 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.

Independence Statement Joseph Prajogo Bambang Pramujo Abdul Muis Yusuf
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 Number: SK.01.09/WG.456/2018 concerning Changes in the Manual Board of PT Wijaya Karya Bangunan Gedung Tbk, the Charter of Nomination, Remuneration, Good Corporate Governance (GCG) Committee Year 2017, and POJK Number: 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.

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:
      1. Remuneration policy for the Board of Commissioners and Board of Directors to be submitted to the General Meeting of Shareholders;
      2. Remuneration policy for Executive Officers and employees as a whole to be submitted to the Board of Directors;
      3. 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;
        • Salary
        • Honorarium
        • Incentive
        • 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. Related to GCG policy:
    1. Conduct reviews, evaluations and recommendations to the Board of Commissioners on the implementation of Good Corporate Governance at PT WIjaya Karya Bangunan Gedung Tbk;
    2. Review the Company's compliance with applicable laws and regulations relevant to the characteristics of the Company's activities, including those regulating corporate legal entities, state-owned legal entities, capitalmarket construction services, agreements and corporate governance;
    3. Provide objective, professional and independent opinion and/or input on matters that require attention, follow-up, or other matters that can assist the implementation of the duties of the Board of Commissioners in relation to GCG practices;
    4. Review the conformity of provisions in Standard Operating Procedures (SOPs) with applicable and relevant laws and codes of ethics;
    5. Prepare self-assessment tool and conducts self-assessment on Committee performance and report it to the Board of Commissioners;
    6. Document the implementation of the Committee's duties and report it to the Board of Commissioners periodically;
    7. Carry out special duties and other duties of the Board of Commissioners that do not conflict with applicable and relevant laws and regulations, company regulations, code of corporate governance of PT Wijaya Karya Bangunan Gedung Tbk, company code of ethics, Board Manual and other provisions in this charter;
    8. Evaluate policies on GCG and Ethical Standards as well as follow-up on the results of assessments conducted by external consultants.
  4. Carry out other tasks given by the Board of Commissioners.

Report on the Implementation of the Nomination, Remuneration, and GCG Committee in 2020


Through 2020 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. Evaluate the 2020 remuneration policy. Provided input to the Board of Commissioners on 2020 remuneration related to the Company's 2020 cash flow conditions
2. Conduct review, evaluations and recommendations to the Board of Commissioners on the implementation of Good Corporate Governance at PT Wijaya Karya Bangunan Gedung Provided suggestions to the Board of Commissioners regarding steps to follow up the areas of improvement of the 2019 GCG self assessment results
3. Provide objective, professional and independent opinion and/or input on matters that require attention, follow-up, or other matters to assist the implementation of the Board of Commissioners’ duties in relation to GCG practices. Monitored and evaluated the implementation of SOPs and formulated work unit programs
4. Prepare self-assessment tool and conduct selfassessment of the Committee's performance and report it to the Board of Commissioners. Proposed individual performance appraisals for the Board of Commissioners
5. Evaluated policies on GCG and Ethical Standards as well as follow-up on the results of assessments conducted by external consultants. Improved the Company's Board Manual and Code of Conduct
6. Carry out other duties assigned by the Board of Commissioners Assisting in the preparation of the 2020 GCG assessment

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


The Nomination, Remuneration and GCG Committee held 8 (eight) internal meetings with the frequency and attendance rate of each member are.

No Name Position Total Meeting Total Attendance %
1. Ridwan Abdul Muthalib Chairman (s.d July 27) 6 6 100%
2. Yulianto Member (s.d October 6) 8 8 100%
3. Adi Susetio Member (s.d August 9) 6 6 100%
4. Bambang Pramujo Chairman (August 10 s.d October 6) 2 2 100%
Member (since October 7) 4 4 100%
5. Abdul Muis Yusuf Member (since August 10) 6 6 100%
6. Joseph Prajogo Chairman (since October 7) 4 4 100%
5. Diah Sulistiorini Member 12 12 100%

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 2020 has been presented in the chapter "Company Profile".