Tunas Baru Lampung

The Nomination and Remuneration Committee

INTRODUCTION
The Nomination and Remuneration Committee was formed to assist in supervising the implementation of remuneration policies for the Board of Commissioners, the Board of Directors and executives of the Company in accordance to the Company’s Articles of Association and current laws and regulations.
Duties And Responsibilities of Nomination And Remuneration Committee
1. Related with the Nomination function :
  1. Provide recommendations to the Board of Commissioners on :
    1. Composition of Board of Director’s function and/or Board of Commissioners;
    2. Policies and criterias that are needed in nomination process;
    3. Performance evaluation policies for members of Board of Directors and/or members of Board of Commissioners.
  2. To assist the Board of Commissioners in evaluating the performance of members of the Board of Directors and/or members of the Board of Commissioners based on a benchmark that had been compiled as an evaluation.
  3. Provide recommendations to the Board of Commissioners about development programs for members of Board of Directors and/or members of Board of Commissioners; andProvide suggestions about a candidate who qualify as a member of the Board of Directors and/or member of the Board of Commissioners to the Board of Commissioners to be presented at the General Meeting of Shareholders.
2. Related to the Remuneration’s function :
  1. Provide recommendations to the Board of Commissioners concerning:
    1. Structure of Remuneration;
    2. Remuneration policy;
    3. Remuneration quantity.
  2. Help the Board of Commissioners make an assessment on compatibility of remuneration with the performance of each member of the Board of Directors and/or members of the Board of Commissioners.
THE AUTHORITY
1. To access documents, data, and informations of the Company about employees, funds, assets, and other resources of the Company which are necessary;
2. Cooperate with external party regarding the implementation of the duty of Nomination and Remuneration Committees;
3. Any other authority given by the Board of Commissioners.
COMPOSITION AND MEMBERSHIP STRUCTURE
The Nomination and Remuneration committee shall consist at least 3 (three) members, as follows :
1. 1 (one) chairman also acting as a member, which is the Independent Commissioner of the Company appointed by the Board of Commissioners;
2. Other members may come from :
  1. members of the Board of Commissioners of the Company;
  2. persons from outside the Company;
  3. persons who have a managerial position under the Board of Directors related to the human resources department.
WORKING PROCEDURE
Working procedure that should be followed by the Nomination and Remuneration Committee are as follows:
1. Related to the nomination function :
  1. Composition and nomination process of members of the Board of Directors and/or members of the Board of Commissioners;
  2. Make policies and criterias that are required in the nomination process of the candidate of the Board of Directors and/or the Board of Commissioners;
  3. Help do the evaluation on the performance of the Board of Directors and/or the Board of Commissioners;
  4. Compile development programme for the Board of Directors members and/or the Board of Commissioners members;
  5. Evaluate and propose a candidate who is suitable as a member of the Board of Directors and/or the Board of Commissioners to the Board of Commissioners to be conveyed at the General Meeting of the Shareholders.
2. Related to the remuneration function :
  1. Compiling the structure of remuneration for members of the Board of Directors and/or members of the Board of Commissioners;
  2. Compiling a policy of the remuneration for members of the Board of Directors and/or the Board of Commissioners;
  3. Compiling the remuneration amount for members of the Board of Directors and/or members of the Board of Commissioners.
ORGANIZING THE MEETING
1. Meeting of the Nomination and Remuneration Committee shall be convened periodically at least 1 (once) every 4 (four) months;
2. Before the meeting starts, the Chairmain of the Meeting is required to send an invitation to every members of the Nomination and Remuneration Committee at the latest 7 (seven) working days or 2 (two) working days prior to the meeting if the matters is urgent, excluding the date of the invitation and the date of the Meeting;
3. The invitation of the Meeting shall provide the agenda, date, time and place of the Meeting;
4. Meeting of the Nomination and Remuneration Committee shall be held in all territories of the Republic of Indonesia;
5. If all members are present at the Meeting, the invitation of the Meeting is not necessarily needed and the Meeting can be convened elsewhere and entitled to adopt valid and legally binding decisions;
6. The Meeting of Nomination and Remuneration Committee may be convened if attended by the majority of the members of Nomination and Remuneration Committee, one of the majority members is the chairman of the Nomination and the Remuneration Committee;
7. The Resolution of the Meeting shall be adopted based on deliberation and consensus, if consensus is not achieved, it will be adopted based on majority votes. If there is an event of a tie vote so the proposal of the Meeting shall be deemed to be rejected;
8. In the event of dissenting opinion in the Meeting, the dissenting opinion shall be documented in the minutes of the meeting along with the reason of the dissenting opinion;
9. The Result of the Meeting shall be documented in the minutes of the meeting which shall be made by one of the members who attended the Meeting and appointed by Chairman of the Meeting, and it must be signed by the Chairman of the Meeting along with one of the members who made the minutes of the meeting.
THE SYSTEM OF REPORTING ACTIVITIES
Nomination and Remuneration Committee are obliged to report the result of the performance of duties and responsibilities of the Board of Commissioners, and that report shall be part of the report of the performance of duties and responsibilities of the Board of Commissioners, and is included in annual report of the Company.
PROCEDURE REPLACEMENT OF THE MEMBERS
1. Members of Nomination and Remuneration Committee are appointed and dismissed by meeting’s resolution of the Board of Commissioners;
2. The changes of the members of Nomination and Remuneration Committee who is not a member of the Board of Commissioner shall be done the latest 60 (sixty) days since that member is not longer able to do his/her function.
SERVICE PERIODE OF THE MEMBERS
Service periode of the members of Nomination and Remuneration Committee shall no be longer than service periode of the Board of Commissioner which is regulated in the Articles of Association of the Company.