Nomination, Remuneration, and GCG Committee

Nomination, Remuneration, and GCG Committee


The Nomination, Remuneration and GCG Committee is a committee formed by and responsible to assist the Board of Commissioners in carrying out the functions and duties of the Board of Commissioners related to the Nomination and Remuneration of members of the Board of Directors and members of the Board of Commissioners. The establishment of the Remuneration and GCG Committee is an extension of the Nomination, Remuneration and GCG Committee in response to the issuance of Financial Services Authority Regulation No. 34 of 2014 concerning the Nomination and Remuneration Committee of Issuers.

The Board of Commissioners has established the Nomination, Remuneration and GCG Committee through the Decree of the Board of Commissioners Number: SK.02.02/DEKOM/ WG.011/2020 dated October 7, 2020 concerning the Change of Organs of the Nomination, Remuneration and GCG Committee of PT Wijaya Karya Bangunan Gedung Tbk, which aims to support transparency in the nomination and remuneration process as well as the implementation of good corporate governance.

Composition of Nomination, Remuneration, and GCG Committee


Based on the decision of the Company’s Board of Commissioners Number SK.02.02/DEKOM/WG.01/2021 dated September 24, 2021, the composition of the Nomination, Remuneration and GCG Committee as of 31 December 2021 is as follows:

Position Name Description
Chairman Joseph Prajogo Independent Commissioner
Member Bambang Pramujo Commissioner
Member Ance Seilian Commissioner
Member Abdul Muis Yusuf Internal Party
Member Diah Sulistiorini Independent Party

Profile of the Nomination, Remuneration, and GCG Committee


Joseph Prajogo

Chairman

The profile of Joseph Prajogo is available on the Board of Commissioners page.

Bambang Pramujo

Member

The profile of Bambang Pramujo is available on the Board of Commissioners page.

Ance Seilian

Member

The profile of Ance Seilian is available on the Board of Commissioners page.

Abdul Muis Yusuf

Member

Indonesian citizen, 47 years old, born in Manado on August 7, 1974. He holds an Associate Degree in Information Management from Bina Sarana Informatika (2001). He has served as Manager of the Human Capital Bureau since February 1, 2020 based on the Decree of the Board of Directors Number SK.02.01/A.DIR.WG.0822/2020. The positions that had been held in the Company are as follows:

  • Head of the Personnel Section for the Special Branch of NAD WIKA (2005)
  • Human Capital Manager (EPC/DKP/DPE) WIKA (2009)
  • DSU1 WIKA Human Capital Manager (2018)

Diah Sulistiorini

Member

Indonesian citizen, 62 years old, born in Surabaya on December 28, 1959. Has served as a member of the Audit and Risk Committee since October 7, 2020. She holds a Bachelor of Economics from the University of Indonesia in 1987 majoring in Accounting.

The positions she has held are as follows:

  • The Functional Auditor and Consultant of GCG, KPI, and Risk Management at BPKP (1993-2017)
  • PT Jakarta Propertindo’s Audit Committee (2007)
  • Accounting Lecturer at the College of Risk Management and Insurance (2000-2006)
  • Auditing Lecturer at the Faculty of Economics at the University of Indonesia (2003-2004)
  • BNI and Perum Pegadaian Training Lecturer in Introduction to Accounting, Budgeting, and Taxation at the Management Institute, Faculty of Economics, University of Indonesia (2000-2004)

Independence for the Nomination, Remuneration, and GCG Committee


All members of the Nomination, Remuneration and GCG Committee from the independent parties have no financial, management, share ownership and/or family relationship with the Board of Commissioners, the Board of Directors and/ or the Controlling Shareholders or any relationship with the Company, which may affect their ability to act independently. The statement of independence of the Nomination, Remuneration and GCG Committee of the Company was prepared based on the Financial Services Authority Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee for Issuers or Public Companies.

Independence Aspect Joseph Prajogo Bambang Pramujo Ance Abdul Muis Yusuf Diah Sulistiorini
Have no financial relationship with the Board of Commissioners and Board of Directors
Have no management relationship in the Company, its subsidiaries, or affiliated companies
Have no share ownership in the Company
Do not have family relationship with the Board of Commissioners, the Board of Directors, and/or fellow members of the Nomination, Remuneration and GCG Committee
Do not serve as administrators of political parties and/or government officials

Nomination, Remuneration and GCG Committee Charter


The implementation of the duties of the Nomination, Remuneration and GCG Committee is regulated in the work guidelines that have been ratified in the Decree of the Board of Commissioners Number: SK.02.01/DEKOM.WG.006/2017 concerning the Charter of the Nomination, Remuneration and Good Corporate Governance (GCG) Committee of PT Wijaya Karya Bangunan Gedung Tbk.

The Nomination, Remuneration and GCG Committee are also guided by the Board Manual which has been ratified through Joint Decree Number: SK.01.09/WG.089B/2021 concerning Changes to the Manual Board of PT Wijaya Karya Bangunan Gedung Tbk, as well as the Financial Services Authority Regulation Number: 34 /POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies.

Duties and Responsibilities of the Nomination, Remuneration and GCG Committee


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

  1. Regarding the Remuneration policy:
    1. Evaluate the remuneration policy;
    2. Provide recommendations to the Board of Commissioners regarding:
      1. Remuneration policy of the Board of Commissioners and the Board of Directors to be submitted to the General Meeting of Shareholders;
      2. Remuneration policy of Executive Officers and employees as a whole to be submitted to the Board of Directors;
      3. Developing the systems/policies and the amount of remuneration for members of the Board of Commissioners and members of the Board of Directors which can be in the form of:
        • Wages
        • Honorarium
        • Incentives
        • Fixed and variable allowances
  2. Regarding the Nomination policy:
    1. Prepare and provide recommendations regarding the system and procedures for selecting and/or replacing members of the Board of Commissioners and the Board of Directors to the Board of Commissioners which to be submitted to the General Meeting of Shareholders;
    2. Provide recommendations regarding candidates for members of the Board of Commissioners and/or the Board of Directors to the Board of Commissioners which to be submitted to the General Meeting of Shareholders;
    3. Provide recommendations regarding the Independent Parties who will become members of the Audit and Risk Committee and Risk Monitoring Committee to the Board of Commissioners.
  3. Regarding the GCG policy:
    1. Conduct studies, evaluations and recommendations to the Board of Commissioners on the implementation of Good Corporate Governance at PT Wijaya Karya Bangunan Gedung Tbk.;
    2. Conduct studies on the company's compliance with the applicable laws and regulations that are relevant to the characteristics of the company's field of activity, including those governing the corporate legal entities, state-owned legal entities, the capital markets, construction services, agreements and corporate governance;
    3. Provide opinions and/or inputs that are objective, professional and independent on matters that require attention, follow-up, or other matters that can assist the implementation of the Board of Commissioners’ duties in relation to the GCG practices;
    4. Conduct a study on the conformity of the the Standard Operating Procedure’s (SOP) provisions with the applicable and relevant laws and regulations and code of ethics;
    5. Develop a self-assessment tool and conduct a selfassessment of the Committee's performance and to report it to the Board of Commissioners;
    6. Document the results of the implementation of the Committee's duties and to report them to the Board of Commissioners on a Periodic basis;
    7. Carry out special duties and other duties of the Board of Commissioners that are not in conflict with the applicable and relevant laws and regulations, the company’s regulations, the code of corporate governance of PT Wijaya Karya Bangunan Gedung Tbk., the company’s code of ethics, the Board Manual, and the other provisions in this charter;
    8. Evaluate GCG and Ethical Standards policies as well as to follow up on the assessment results conducted by the external consultants.
  4. Carry out other duties assigned by the Board of Commissioners.

Nomination, Remuneration and GCG Committee Duties Implementation Report 2021


Throughout 2021 the Nomination, Remuneration and GCG Committee carried out activities in fulfilling its duties and responsibilities as set out in the table below.

No Points in the Work Guidelines of The Nomination, Remuneration & GCG Committee Realization Activities
1. Evaluate the 2020 remuneration policy Provided input to the Board of Commissioners on the 2020 remuneration in relation to the Company’s 2021 cash flow condition.
2. Perform studies, evaluations and recommendations to the Board of Commissioners on the implementation of Good Corporate Governance at PT Wijaya Karya Bangunan Gedung Tbk. Provided recommendations to the Board of Commissioners regarding the steps to follow up on certain areas of improvement resulting from the 2020 GCG self-assessment.
3. Provide objectives, professional and independent opinions and/ or input on matters that require attentions, follow-ups, or other matters that can assist the implementation of the duties of the Board of Commissioners in relation to the GCG practices. Implementation and the preparation of the unit’s work programs.
4. Develop a self-assessment tool and conduct a self-assessment of the Committee's performance and report it to the Board of Commissioners. Proposed individual performance appraisals of the Commissioners.
5. Evaluate policies on GCG and the Ethical Standards as well as following up on the results of the assessments conducted by external consultants. Improved the Board Manual and the Company's Code of Ethics. of Conduct
6. Carry out other duties assigned by the Board of Commissioners. Assisted in the preparation of the GCG assessment for the 2021 financial year.

Nomination, Remuneration and GCG Committee Meetings Attendance Recapitulation


The Nomination, Remuneration, and GCG Committee held 9 (nine) internal meetings with the following frequency and level of attendance for each member:

No Name Position Total Meeting Total Attendance %
1. Joseph Prajogo Chairman 9 9 100%
2. Bambang Pramujo Member 9 9 100%
3. Ance Seilian Member 3 3 100%
4. Abdul Muis Yusuf Member 9 9 100%
5. Diah Sulistiorini Member 3 3 100%