Summary of Remunerations and Nominations Committee Charter

In its attempts to achieve Company objectives, PT Bayan Resources, Tbk practices universally applicable principles of Good Corporate Governance dan Risk Management. Good Corporate Governance principles implemented in PT Bayan Resources, Tbk are transparency, accountability, responsibility, independency and fairness, whereas risk management processes in place are Risk Identification, Risk Assessment, Risk Mitigation, Risk Monitoring and Risk Report. For supervisory function to the Board of Directors (BOD), the Board of Commissioners (BOC) may form committees, such as the Nomination and Remuneration Committee.

 

In performing direct supervision of the BOD and to facilitate the performance of its duties, the Nomination and Remuneration Committee needs to have general guidelines known as the "Nomination and Remuneration Committee Charter". 

 

Remuneration and Nomination Committee Authority 

The Remuneration and Nomitation Committee has the following authorities in performing its duties:

  1. Gives recommendation to the Board of Commissioners on:
    • Composition of BOD and/or BOC members
    • Policies and criteria required in the Nomination process; and
    • Policies to evaluate the performance of BOC and/or BOD members. 
  2. Gives recommendation to the BOC on the programs to develop the capabilities of BOD and/or BOC members; 
  3. Nominates qualifying prospective members of BOD and/or BOC to the BOC to be conveyed in the GMS.
  4. Membership to be reviewed every five years or earlier if situation determines. In nominating new members, BOC will attempt to ensure periodic rotation of the appointed members.

Remuneration Committee Meetings

  1. Nomination and Remuneration Committee shall have periodical meeting of a minimum of 1 (once) every 4 (four) months. 
  2. Provisions on Nomination and Remuneration Committee Meetings shall be in accordance with the provisions of Company Articles of Association and prevailing laws and regulations.

The Head of Nomination Committee must attend Annual General Meeting of Shareholders and any question from shareholders on the Committee activities must be answered and explained by the Head of the Nomination Committee.