Nomination & Remuneration Committee
In addition to Audit Committee, the Company’s Board of Commissioners is also assisted by Nomination and Remuneration Committee which provides professional opinions and input to Board of Commissioners related to determination of amounts of remunerations, bonuses and allowances for the Company’s Board of Commissioners, Board of Directors and employees including structure, requirements and long-term incentives for Board of Directors.
According to Decision of Board of Commissioners No. 001/BCAP/LGL/X/2016 dated of October 3, 2016, Nomination and Remuneration Committee consists of 3 (three) persons, led by a chairman. The composition of Nomination and Remuneration Committee of PT MNC Kapital Indonesia Tbk is as follows:
Chairman : Wina Armada Sukardi
Members : 1. Darma Putra
2. Yuliani Kurniawan
Wina Armada Sukardi (Chairman)
Indonesian citizen, obtained a Bachelor’s degree from the Faculty of Law, University of Indonesia in 1985. He completed an MBA/MM Degree in Business Administration Management in 1992, at the College of Indonesia Newport Management. In 2012, he earned a Master’s degree in Law from the Graduate School of Law at National University. He is currently appointed also as the Company’s Independent Commissioner. He served as President Director at: PT Majulah Kita Semua, PT Arilam Sakti Mulia, PT Pers Demokrasi Indonesia, PT Prada Brana, as well as Director at PT Pers Indonesia Merdeka, PT Mitra Matra Media, and PT Warudo International. He has also worked as a lecturer at several institutions, such as Faculty of Communication at Tarumanegara University, Press Education Institute Dr. Soetomo, and the School of Indonesian Journalism. In the field of journalism, he has worked as General Chief/Chief Editor of Harian Merdeka, Senior Editor of Harian Neraca, Chief Editor of Majalah Matra. He was also one of the founders of Jakarta’s Lawyers Club, which was recently renamed as Indonesia Lawyers Club.
Darma Putra (Member)
Indonesian citizen, obtained his Bachelor’s Degree from the Oregon State University, Oregon, USA in 1988; and an MBA from The University of Minnesota, Minneapolis, USA in 1990. He currently serves as a President Commissioner of PT MNC Investama Tbk and has held this position since 2016. He began his career as a Research Analyst at PT Sun Hung Kai Securities Indonesia (1990-1991), Financial Planning Executive at PT Bumi Raya Utama Group (1991-1997), Chief Financial Officer at PT Marga Mandalasakti (1997- 1998), Finance Director at PT Kurnia Kapuas Utama Tbk (1998-1999), Vice President Director (1999-2001) and later became President Director of PT Marga Mandalasakti (2001-2008). His career in MNC Group began as Director of PT MNC Investama Tbk (2008-2016) and President Director of PT MNC Kapital Indonesia Tbk (2008-2016).
Yuliani Kurniawan (Member)
Indonesian citizen, obtained a Bachelor's degree in Accounting from the University of Surabaya in 1992. She started her career in MNC Group as Payroll Section Head in 1997 and she currently serves as a Group Head of Payroll of MNC Group and has held this position since October 2012.
The Nomination and Remuneration Committee is a committee which is formed by and responsible to the Board of Commisioners to assist them in implementing the function and duties of Board of Commisioners related to the Nomination and Remuneration for the Board of Directors and Board of Commisioners.
1. DUTIES AND RESPONSIBILITIES
The Committee duties and responsibilities to the Board of Commisioners are as follow:
a. Recommend the composition of Board of Commisioners and/or Board of Directors position;
b. Recommend the policy and criteria needed in the nomination and Remuneration process.
c. Give suggestion for a candidate that fulfill the requirement as the member of the Board of Commisioners and/or Board of Directors, the suggestion has to be submitted through General Meeting of Shareholders.
d. Recommend the performance evaluation policy for the Board of Commisioners and/or the Board of Directors.
e. Assist the Board of Commisioners in evaluate the Board of Commisioners and/or the Board of Directors members’ performances, based on the evaluation benchmark that has been arranged.
f. Give recommendation about the skill development program for the Board of Commisioners and/or the Board of Directors.
2. COMPOSITION AND MEMBERSHIP STRUCTURE
a. The Committee at least consist of 3 (three) members.
b. The minimum member requirement of the Committee are consist of:
1) Committee Chairman, concurrently serve as a member of the committee, which has to be an Independent Commissioner.
2) The other Committee members:
a) The Board of Commisioners members.
b) External party from outside the Company;
c) The party that hold managerial position under the Directors in the area of human resources.
c. Other member on item b. 2), majority of the member can not from the party which held a managerial position under Directors in the area of human resources.
d. The other Committee members which is come from outside the Company, are required:
1) To not having any affiliation with the Company, Board of Directors, Board of Commisioners, or the shareholders;
2) To have experience related to Nomination and/or Remuneration;
3) To not doing concurrently post as a member in other Committees in the company.
e. The Board of Directors members can not be the Committee members.
f. The Committee members is appointed and dismissed base on the Board of Commisioners decision meeting result. The decision result is mandatorily being documented.
g. The Committee member is appointed for certain length of service and could be reappointed, but the length of service is not more than the Board of Commisioners length of service as it is regulated in the Corporate articles association.
h. The replacement of Committee member, which is not come from the Board of Commisioners, it has to be replaced in maximum 60 (sixty) days since the Nomination and Remuneration members does not perform as the commitee members.
a. The Committee meetings is held periodically according to the Company needs, at least 3 (three) times in a year;
b. The minimum participants in the Committee meeting is 51% (fifty one) percent;
c. One of the member as mention in poin b. is the Committee’s Chairman;
d. The decision in the Committee meeting is taken base on deliberation principles;
e. Every Committee meeting is being noted in the minutes of meeting, well-documented, signed by every Committee member that participate in the meetings, and submitted to the Board of Commisioners;
f. The dissenting opinions in the meetings and and the reasons of the dissenting opnion has to be stated clearly in the minutes of meeting.
4. DUTIES AND RESPONSIBILITIES
a. The Committee must report their duties, responsibility and procedures that has been done to the Board of Commisioners;
b. The Nomination and Remuneration function implementation has to be stated in the Company Annual Report and Website.