INVESTOR RELATIONS

Nomination, Remuneration, and GCG Committee

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The Nomination, Remuneration and GCG Committee is a committee formed by and responsible to the Board of Commissioners, which assists the Board of Commissioners in performing its functions and duties concerning the nomination, remuneration and GCG of members of the Board of Directors and members of the Board of Commissioners. The formation of this Committee is a form of compliance with POJK No. 34/POJK.04/2014 on Nomination and Remuneration Committee.

The Board of Directors has established a Nomination, Remuneration and GCG Committee through Board of Directors Resolution No: SK.02.02/DEKOM.WG.03/2022 dated May 2, 2022 concerning the change of the bodies of the Nomination, Remuneration and GCG Committee of PT Wijaya Karya Gedung Gedung Tbk with the aim of supporting transparency in the nomination and remuneration process as well as the implementation of good corporate governance.

Legal Basis For Establishment Of The Committee

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The legal basis for the formation of the Nomination, Compensation and GCG Committee, namely:

1. Law No. 40 of 2007 on Limited Liability Companies;
2. Law No. 19 of 2003 on State Enterprises (SOE);
3. Regulation of the Minister of State-Owned Enterprises No: PER-2/MBU/03/2023, dated March 3, 2023, concerning guidelines for the management and significant business activities of SOE;
4. Regulation of the Minister of State-Owned Enterprises No. PER-12/MBU/2012 dated August 24, 2012, on the Supporting Bodies for the Board of Commissioners/ Supervisory Board of State-Owned Enterprises;
5. Regulation of the Minister of State-Owned Enterprises of the Republic of Indonesia No: PER-06/MBU/04/2021 dated April 13, 2021 on the amendment of Regulation of the Minister of State-Owned Enterprises No. PER-12/ MBU/2012 on the Supporting Organs for the Board of Commissioners/Supervisory Board of State-Owned Enterprises;
6. Regulation of the Financial Supervisory Authority No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers or Public Companies;
7. Articles of Association of PT Wijaya Karya Gedung Gedung Tbk.

Nomination, Remuneration and GCG Committee Charter

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The Company’s Nomination, Remuneration and GCG Committee has work guidelines that were approved in the Board of Commissioners’ Decree no: SK.02.01/ DEKOM.WG.006/2017 on the Charter of the Nomination, Remuneration and Good Corporate Governance (GCG) Committee of PT Wijaya Karya Gedung Gedung Tbk.

In addition, the Nomination, Remuneration and GCG Committee is also guided by the Board Manual of PT Wijaya Karya Gedung Gedung Tbk dated September 11, 2023 and the Financial Services Authority Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee for Issuers or Public Companies.

Term of Office of the Nomination, Compensation and Governance Committee

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The term of office of the Nomination, Compensation and Corporate Governance Committee is as follows

1. The term of office of the members of the Board of Commissioners who also serve as members of the Nomination, Compensation and GCG Committee shall be the same as the term of their appointment as members of the Board of Commissioners as determined by the General Meeting of Shareholders and/or the resolution of the Board of Directors as applicable in the AD/ART of PT Wijaya Karya Gedung Tbk Building;
2. The term of office of the members of the Nomination, Remuneration & GCG Committee who are not members of the Board of Commissioners shall be 3 (three) years and may be renewed in accordance with the applicable legal provisions;
3. Members of the Nomination, Remuneration & GCG Committee who are not members of the Board of Commissioners may be reappointed by resolution of the Board of Commissioners;
4. The Board of Commissioners may at any time remove a member of the Committee who is not a member of the Board of Commissioners if, in the opinion of the Chairman of the Committee, such person is not fulfilling his duties as set forth in the letter of appointment of the members of the Committee.

In addition, the Board may at any time remove a committee member who is not a member of the Board if, in the opinion of the Committee Chairperson, such person is not fulfilling his or her duties as set forth in the letter appointing the committee member.

Duties and Responsibilities of the Nomination, Remuneration and GCG Committee

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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:
         • Salary
         • 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 Board of Directors to the Board of Commissioners, to be submitted to the GMS;
   2. Provide recommendations regarding candidates for members of the Board of Commissioners and/or Board of Directors to the Board of Commissioners, to be submitted to the GMS;
   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 objective, professional and independent opinions and/or inputs 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 Standard Operating Procedures (SOP) provisions with the applicable and relevant laws and regulations and code of ethics;
   5. Develop a Self-Assessment tool and conduct a Self Assessment on the Committee’s performance, to be reported 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.

Authority of the Nomination, Remuneration and GCG Committee

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The Nomination, Remuneration and GCG Committee has the following authorities, among others:

1. Review the books, letters, and other documents, check cash and other securities for verification purposes, and examine the Company’s assets;
2. Request an explanation from the Board of Directors and/or other officials regarding all issues related to the nomination, remuneration and GCG;
3. Understand all policies and actions that have been implemented by the Board of Directors regarding nomination, remuneration, and GCG;
4. Request the Board of Directors and/or other officials under the Board of Directors with the knowledge of the Board of Directors to attend the meetings of the Nomination, Remuneration, and GCG Committee;
5. If deemed necessary, to engage experts for matters concerning the nomination, remuneration, and GCG within a certain period of time at the expense of the Company;
6. Carry out other supervisory authorities as long as they are not in conflict with the laws and regulations, the Articles of Association, and/or the resolutions of the GMS.

Number, Composition, and Structure of the Nomination, Remuneration and GCG Committee in 2023

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Pursuant to POJK No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers or Public Companies, the Nomination and Remuneration Committee consists of at least 3 (three) members. The composition of this committee consists of 1 (one) member of the Board of Commissioners, as chairman, and 2 (two) members. The members of the Nomination, Remuneration and GCG Committee shall come from

1. A member of the Board of Commissioners;
2. Outside parties;
3. Those who hold management positions under the
Human Resources Directors.

The members of the Nomination, Compensation and GCG Committee who are members of the independent Board of Commissioners shall act as chairmen of the Committee.

Members of the Nomination, Remuneration and GCG Committee who are not members of the Board of Commissioners may not serve as members of other committees within PT Wijaya Karya Gedung Gedung Tbk during the same period.

The composition and membership of the Nomination, Remuneration and GCG Committee will change 2 (two) times during 2023, as explained in the following table:

Independence of the Nomination, Remuneration and GCG Committee

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All members of the Nomination, Remuneration and Committee GCG who are independent parties have no financial, managerial, shareholding and/or family relationships with the Board of Commissioners, Directors and/or controlling shareholders or relationships with the Company that may affect their ability to act independently.

Pursuant to POJK No. 34/POJK.04/2014, the Company has prepared a statement on the independence of the Nomination, Remuneration and GCG Committee.

Meeting of the Nomination, Compensation And GCG Committee

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The implementation of the Nomination, Remuneration and GCG Committee must meet the following requirements:

1. The Nomination, Remuneration and Corporate Governance Committee shall meet at least once every 3 (three) months to complete the work program of the Nomination, Compensation and Corporate Governance Committee;
2. If deemed necessary, the Committee may invite other parties related to the meeting material to attend the meeting with the knowledge of the relevant members of the Board;
3. Meetings of the Committee shall be chaired by the Chairperson of the Committee. If the Chairman of the Committee is unable to attend, the meeting shall be chaired by the most senior member of the Nomination, Compensation and GCG Committee; if the Chairman and/or senior members are unable to attend, the meeting shall be deemed cancelled;
4. Notice of meetings shall be given by the Chairman of the Committee;
5. The meeting summons shall be made at least 7 (seven) days and in urgent cases at least 2 (two) days before the meeting date by stating the day, date, time, place and agenda of the meeting to be discussed and held at the Company’s domicile or location. others in the agreed area of the Republic of Indonesia;
6. Decisions of the Committee Meeting which, in the opinion of the Chairman of the Meeting, are strategic in nature, shall be effective only if decided by a meeting of the Board of Directors;
7. Everything discussed and decided at a Committee meeting, including dissenting opinions, shall be recorded in the minutes of the meeting signed by all Committee members present as valid evidence of the decisions taken at the meeting;
8. Each member of the Committee shall have the fullest freedom to express his or her professional opinion in the discussion of each agenda item without interference from anyone else;
9. Each Committee member has the right to receive a copy of the minutes of the meeting, even if he or she is not present at the meeting;
10. Attendance of Committee members at meetings will be reported in the Committee’s quarterly and annual reports;
11. The number of meetings and the number of meetings attended by each member of the Committee, as well as the Committee’s summary report of significant matters discussed by the Committee, shall be disclosed in the annual report;
12. The rules for committee meetings are set forth in a separate charter.

Nomination, Remuneration and GCG Committee Meeting Attendance Recapitulation

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Implementation Of Nomination, Remuneration And GCG Duties And Activities In 2023

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The various tasks and activities to be performed by the Nomination, Remuneration and GCG Committee in 2023 are as follows: