GUIDELINES OF THE NOMINATION AND REMUNERATION COMITTEE OF PT VISI MEDIA ASIA Tbk (“Company”)1. INTRODUCTION
In compliance with the Regulation of Indonesia Financial Services Authority (“IFSA”) No. 34/POJK.04/2014 dated 8 December 2014, the Nomination and Remuneration Committee is obliged to make a guidelines and code of conduct of the Nomination and Remuneration Committee.
Nomination and Remuneration Committee (the "Committee") is a committee formed by and having responsibility to the Board of Commissioners (“BoC”) in assisting their functions and duties pertaining to Nomination and Remuneration towards the members of the Board of Directors (“BoD”) and the members of the BoC.
2. DUTIES AND RESPONSIBILITIES
The Committee has the duties and responsibilities as follows:
2.1 Nomination Function
a.To provide recommendations to and/or assist the BoC in relation to:
(i) The structure, number and composition of the members of the BoD and the members of the BoC;
(ii) The plan for succession of the Board of Directors and Board of Commissioners;
(iii) The policies and criteria required in the process of nomination of the members of the BoD and the members of the BoC;
(iv) The policies and the evaluation over the performance assessment of members the BoD and the members of the BoC; and
(v) The policies on capacity building program for the members of the BoD and the members of the BoC.
b.To assist the BoC in assessing the performance of members of the BoD and members of the BoC based on the determined method;
c.To propose candidate(s) who qualify as members of the BoD and the BoC to be presented on the Annual General Meeting of Shareholder for approval.
2.2 Remuneration Function
a.To provide recommendation to the BoC regarding the remuneration policy of the members of BoD and the members of BoC:
(i) Structure of the remuneration;
(ii) Determination of remuneration structure policy; and
(iii) The size and conformity of the remuneration received pertaining to their performance.
b.To assist the BoC in assessing the performance with the conformity of the remuneration received by each member of the BoD and the member of BoC.
2.3 In compiling recommendations of the structure, policies and the amount of the remuneration, The committee shall consider the following matters:
a. remuneration applied in the industry with similar business activities and the scale of business of the Company;
b. duties, responsibilities and authorities of the members of the BoD and BoC with respect to the achievement of objectives and performances of the Company;
c. targets and performances of each member of the BoD and BoC; and
d. the balance of purpose between the fixed and variable nature.
2.4 The BoC may authorize the Committee to carry out certain duties and responsibilities with respect to the nomination and remuneration functions.
2.5 The Committee shall act independently to undertake their duties and responsibilities as set forth in this Guidelines.
2.6 Each member of the Committee shall not take personal advantage, either directly or indirectly, from the Company's activities.
2.7 The Committee is authorized to perform other tasks that may be deemed necessary to implement their duties and responsibilities in accordance with the prevailing laws and regulations.
3. METHODS AND WORKING PROCEDURES
3.1 The Meetings
1. The Committee meetings held periodically at least 1 (one) time in 4 (four) months.
2. The Committee meetings may only be held if:
a. attend by the majority members of the Committee; and
b. one of the majority members of the Committee as referred to in point (a) is the Chairman of the Committee.
3. The meeting chaired by the Chairman of the Nomination and Remuneration Committee.
4. The meeting resolution determined by consensus. In the event that a decision based on consensus could not be reached, the decisions shall be made by majority vote.
5. In the event of voting where the results of of the votes is equal, the decision shall be determined by the Chairman of the Committee.
6. In the event of any disagreement in the decision making process, such differences of opinions shall be enclose in the minutes of the meeting including the reasons for such dissenting opinion.
7. The resolution of the Committee meeting shall be documented in the minutes of meeting.
8. Minutes of meeting of the Committee shall be submitted in writing to the BoC.
9. The Committee may also take legitimate decisions without convening a Committee meeting, provided that all members of the Committee have been notified in writing and all members of the Committee have given a written approval with respect to the submitted proposal and the signing of the said decisions.
3.2 Reporting Activities System
The Committee is responsible to the BoC on the performance of its duties and report its performance results to the BoC. The report is part of a implementation report of the BoC which will be enclosed in the Annual Report of the Company and presented in Annual General Meeting of Shareholder.
4. COMPOSITION AND STRUCTURE OF THE MEMBERSHIP
4.1 The Committee consists of at least three (3) members, under the conditions of:
a.1 (one) member who acts as the chairman of the Committee is an independent commissioner.
b.Other members may come from:
(i) The member of BoC of the Company;
(ii) The parties who from outside of the Company; and/or
(iii) The parties who occupying the managerial positions under the Director who in charge of the human resources.
4.2 Structure of Membership :
a. The provisions that stated most members of the Nomination and Remuneration Committee as referred to in this Section 3.1.b can not be derived from the parties that holds managerial positions under the BoD that in charge of the of human resources.
b. If there are any parties that derived from outside of the Company whose will be appointed as members of the Committee, shall fulfill such requirements:
(i) Not affiliated with the Company, members of the BoD, members of BoC, or the major shareholder of the Company;
(ii) Having experiences related to the nomination and remuneration; and
(iii) Not holding a concurrent positions as members of any other committees in the Company
c. The BoD cannot be members of the Committee.
4.3 The members of Committee are required to have high integrity and capability, knowledge and sufficient experience according to his/her educational background and able to cooperate and have good communication skills.
5. TERMS AND APPOINTMENT OF MEMBERS
5.1 The members of Committee shall be appointed and dismissed pursuant to the decision of the BoC, for the term of service commencing from the date as determined by the BoC up until the closing of the third Annual General Meeting of Shareholders since the said date, with due heed to the prevailing provisions.
5.2 The Position of the Committee’s members expires when the members:
b. no longer comply with the requirements of the prevailing laws and regulations;
c. passes away; or
d. dismissed by the BoC.
5.3 The members of Committee who has ended their term of service may be re-appointed.
5.4 A member of Committee may resign from his/her position by giving a written notification regarding his/her intention to the Company at least thirty (30) calendar days prior to the date of his/her resignation. If the resignation of the member of the Committee caused the number of Committee members to be less than 3 (three), the BoC shall hold meetings no later than sixty (60) calendar days upon the received of such written notice regarding the withdrawal, in order to appoint another person as a substitute of the Committee member who resigned.