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Nomination and Remuneration Committee of bank bjb

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Commitee is one of the completion tools of Board of Commissioners that functions to assist the Board of Commissioners in running its functions and assignments in matters related to nomination and remuneration to members of Board of Directors and Board of Commissioners. The regulation of Bank Indonesia/Financial Services Authority obliges bank to establish the Nomination and Remuneration Committee as the implementation of good corporate governance so that bank can be managed based on the principles of transparency, accountability, responsibility, independence, and fairness, hence the management of bank is accountable.

BASIS OF ESTABLISHMENT OF THE COMMITTEE

The Nomination and Remuneration Committee of the Company was established based on:

  1. Bank Indonesia Regulation No. 8/4/PBI/2006 dated January 30, 2006 on Good Corporate Governance;
  2. Bank Indonesia Regulation No. 8/14/PBI/2006 dated October 5, 2006 on the Amendment to Bank Indonesia Regulation No. 8/4/PBI/2006 on Good Corporate Governance;
  3. Bank Indonesia Circular Letter No. 9/12/DPNP dated May 30, 2007 on the Implementation of Good Corporate Governance for Commercial Banks;
  4. Financial Services Authority Regulation No. 34/POJK.04/2014 dated 8 December 2014 concerning Nomination and Remuneration Committee of Issuer or Publicly Listed Company.
  5. Decree of the Board of Commissioners of PT Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk. Number 04/SK/DK/2016 dated 30 March2016 concerning Division of Duties and Implementation of Activity Schedule of the Board of Commissioners and the Committees.
  6. Decree of the Board of Commissioners of PT Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk. Number 09/SK/DK/2016 dated 14 December 2016 concerning Guideline and Work Procedure of Remuneration and Nomination Committee.

NOMINATION AND REMUNERATION COMMITTEE CHARTER

In order to have the Nomination and Remuneration Committee work effectively, the Committee must own a guideline that clearly regulates the roles and responsibility of the committee and its scope of work, which is stipulated on the meeting resolution of bank bjb’s Board of Commissioners. Work Guideline and Work Procedure of the Nomination and Remuneration Committee are regulated in the Board of Commissioners Decree Number 09/SK/DK/2016 dated 14 December 2016.

DUTIES AND RESPONSIBILITIES OF NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee has duties and responsibilites to draft and implement the annual work plan of the Nomination and Remuneration Committee according to the direction of Board of Commissioners and the applicable Bank regulations. Duties related to Nomination are:

  1. Provide recommendation on the composition of Board of Directors’ position and/or members of Board of Commissioners
  2. Draft and provide recommendation on system and procedure of selection and/or replacement of Committee members to the Board of Commissioners to be delivered at GMS.
  3. System and procedure of selection and/or replacement of Committee members are written on the Guideline of Nomination.
  4. Provide recommendation on the names of prospective Board of Commissioners and Directors’ members to be delivered at GMS after passing the Fit and Proper Test from the Financial Services Authority.
  5. Provide recommendation on the Independent Party who will be the candidate of the Committee member to the Board of Commissioners.
  6. Draft the criteria of performance evaluation for members of Directors and/or Board of Commissioners.
  7. Assist the Board of Commissioners is conducting performance assessment on members of Directors and/or Board of Commissioners.
  8. Provide recommendation on capability development program for members of Directors and/or Board of Commissioners.

Duties related to Remuneration are:

  1. Evaluate remuneration policy that is applicable to Bank, including the structure and volume of remuneration
  2. Study the applicable provisions and laws and regulations on remuneration policy, stipulation of facility, and other allowances.
  3. Provide recommendation to the Board of Commissioners regarding:
    1. Remuneration policy in the form of salary, facility, and other allowances for the Board of Commissioners and Directors to be delivered at GMS.
    2. Remuneration policy for executive officials and employees in overall to be delivered to the Directors through Board of Commissioners.
  4. The recommendation is delivered by considering:
    1. Financial performance and reserve fulfillment as regulated in the applicable laws and regulations.
    2. Individual work achievement.
    3. Reasonableness with peer group.
    4. Consideration on the bank’s long term target and strategy.
    5. Duties, responsibilites, and authority of members of Directors and/or Board of Commissioners related to the achievement of bank’s target and performance.
    6. Performance target or respective performance of members of Directors and/or Board of Commissioners.
    7. The balance of allowance between what is permanent and what is variable.
  5. Assist the Board of Commissioners in conducting performance assessment with an adjustment of remuneration received respectively by members of Directors and/or Board of Commissioners.
  6. Provide recommendation to Board of Commissioners on the bank employee’s remuneration policy as in overall to be delivered to the Directors.

NOMINATION AND REMUNERATION COMMITTEE AUTHORITY

The Nomination and Remuneration Committee has authority as follows.

  1. The Nomination and Remuneration Committee has the authority to access information as much as possible in relation to the process of remuneration, nomination, and management of bank’s HR.
  2. Conduct assessment and provide recommendation on candidates in relation with the process of nomination of members of Board of Commissioners and Directors as well as Independent Party for committee members.

NOMINATION AND REMUNERATION COMMITTEE STRUCTURE, MEMBERSHIP AND EXPERTISE

The Nomination and Remuneration Committee structure is based on the Nomination and Remuneration Committee Working Guidelines and Code of Conduct, namely:

  1. The Nomination and Remuneration Committee shall consist of at least three (3) members, provided that :
    1. 1 (one) shall be Chairman and an Independent Commissioner; and
    2. other members shall be from:
      • the Board of Commissioners’ Members
      • independent parties from outside the bank
      • Human Resources Division Head.
  2. Nomination and Remuneration Committee Member cannot be those who occupy managerial positions under the Board of Directors in charge of Human Resources
  3. Board of Directors Members of Public Companies cannot be Nomination and Remuneration Committee members.
  4. In carrying out their everyday tasks, the Nomination and Remuneration Committee is assisted by Human Resources Section Heads and the Secretary to the Board of Commissioners from withtin the Bank, based on the Board of Commissioners’ Decree.

The Nomination and Remuneration Committee structure, membership and expertise is as follows.

Name Position Description Skills
Yayat Sutaryat Chairman Concurrently Member Independent Commissioner Law and Finance
Muhadi Member of Nomination and Remuneration Committee Commissioner Regional and Urban Planning
Dadan Yonanda Member of Nomination and Remuneration Committee Head of Human Resources Division Law and Human Resources
Ernie Tisnawati Sule Member of Nomination and Remuneration Committee Independent Human Resources Management
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