Remuneration and Nomination Committee Work Guidelines and Rules
The Remuneration and Nomination Committee Work Guidelines and Rules and Regulations were prepared as part of BCA Syariah's commitment to implementing good corporate governance
The Remuneration and Nomination Committee is a committee established by the Board of Commissioners with the function of assisting in the implementation and supervision of activities related to remuneration and nominations in accordance with the Bank's Articles of Association and applicable regulations.
Remuneration and Nomination Committee Charter
In carrying out its functions at the Bank, the Committee has a Committee Charter containing guidelines and working procedures based on the Board of Directors' Decree on Good Corporate Governance Policies. It includes guidelines on the committee's duties and responsibilities, structure, description of activities, and authorities. The GCG Manual is compiled based on applicable regulations and laws and is periodically reviewed.
Here is a summary of the Guidelines and Working Procedures of the BCA Sharia Remuneration and Nomination Committee:
Structure and Composition
The following is the structure and membership of the Remuneration and Nomination Committee:
- Remuneration and Nomination Committee members are accountable to the Board of Commissioners.
- The Remuneration and Nomination Committee consists of at least:
- An Independent Commissioner who serves as the Chairman.
- One Independent Commissioner.
- An Executive Officer overseeing the Human Resources unit.
- Remuneration and Nomination Committee members are not members of BCA Sharia's Board of Directors or other banks.
- The majority of Commissioners who are members of the Remuneration and Nomination Committee are Independent Commissioners.
- In case the Remuneration and Nomination Committee has more than 3 (three) members, at least 2 (two) members must be Independent Commissioners.
- The appointment of Remuneration and Nomination Committee members is made by the Board of Directors based on the resolution of the Board of Commissioners' meeting.
Membership Requirements
Requirements to be fulfilled by Remuneration and Nomination Committee members include:
- Remuneration and Nomination Committee members from Independent Parties must come from outside BCAS, have no financial, managerial, share ownership, and/or family relationships with the Board of Commissioners, Board of Directors, and/or controlling shareholders or relationships with BCAS that could affect their ability to act independently.
- All Independent Parties from former BCAS Directors (if any) who do not perform supervisory functions that could affect their ability to act independently must have undergone a cooling-off period of at least 6 (six) months.
- Remuneration and Nomination Committee members must not have an affiliation with BCAS, members of the Board of Commissioners, members of the Board of Directors, or Major Shareholders of BCAS.
- Remuneration and Nomination Committee members must have good integrity and reputation, including:
- Having good morals and ethics, high responsibility, and a strong commitment to accountability.
- Commitment to comply with BCAS regulations and other applicable laws and regulations.
- Executive officers must have adequate knowledge of Remuneration and/or Nomination system provisions and BCAS succession plans.
- Not being listed in the bad credit list.
- All Independent Party Committee members do not have financial, managerial, share ownership, and/or family relationships with Controlling Shareholders, members of the Board of Commissioners, and/or members of the Board of Directors or financial and/or share ownership relationships with the Bank that could affect their ability to act independently.
Independence
All Remuneration and Nomination Committee members are independent parties, meaning they have no financial, managerial, share ownership, and/or family relationships with members of the Board of Commissioners, members of the Board of Directors, and/or Controlling Shareholders or business relationships with the Bank that could affect their ability to act independently.
Concurrent Positions
- The Chairman of the Remuneration and Nomination Committee can only hold a maximum of 1 (one) position as Chairman in another Committee at BCA Sharia.
- Remuneration and Nomination Committee members from Independent Parties can concurrently hold positions as Independent Parties in other Committees at BCA Sharia and/or other banks, as long as they:
- Meet all required competencies.
- Meet independence criteria.
- Can maintain bank confidentiality.
- Adhere to applicable codes of ethics.
- Do not neglect the performance of their duties and responsibilities as Remuneration and Nomination Committee members at BCA Sharia.
- Must not neglect the performance of their duties and responsibilities as Remuneration and Nomination Committee members at BCA Sharia.
Tasks and Responsibilities
The tasks and responsibilities of the Remuneration and Nomination Committee include:
- Evaluating BCAS remuneration policies and nominations and ensuring compliance with Bank Indonesia regulations and/or Financial Services Authority regulations and compliance in their implementation.
- Providing recommendations to the Board of Commissioners regarding:
- Remuneration policies for the Board of Commissioners, Directors, and DPS to be presented to the BCAS Annual General Meeting of Shareholders.
- Remuneration policies for Executive Officers and employees as a whole to be presented to the Board of Directors.
- Drafting and recommending to the Board of Commissioners the system and procedures for the selection and/or replacement of members of the Board of Commissioners and Directors and DPS to be presented to the AGM.
- Ensuring that remuneration policies are in line with:
- Financial performance and compliance with reserve requirements as stipulated in prevailing laws and regulations.
- Individual work performance.
- Fairness with peer groups.
- Targets and medium/long-term strategies of BCA Sharia.
- Recommending to the Board of Commissioners candidates for members of the Board of Commissioners, Directors, and/or DPS to be presented to the AGM.
- Recommending independent parties as candidates for the Audit Committee and Risk Monitoring Committee to the Board of Commissioners.
- Reviewing the eligibility of policies providing facilities for the Board of Commissioners and Directors and recommending changes/additions to facilities to the Board of Commissioners.
- Drafting and/or updating the Remuneration and Nomination Committee Guidelines and Working Procedures.
Remuneration and Nomination Committee Working Mechanism
The working mechanism of the Remuneration and Nomination Committee is as follows:
- The tasks and responsibilities of the Remuneration and Nomination Committee are carried out through Committee Meetings.
- To facilitate task implementation, the Remuneration and Nomination Committee may appoint a secretary who is not a member of the Remuneration and Nomination Committee to carry out secretarial duties, including:
- Preparing schedules and meeting agendas.
- Proposing and contacting required resource persons.
- Preparing and distributing meeting invitations and materials.
- Preparing and distributing meeting minutes.
- If necessary, the Remuneration and Nomination Committee may invite resource persons from the Board of Commissioners, Directors, or other parties, both internal and external to BCA Sharia, to provide input regarding the implementation of the Remuneration and Nomination Committee's tasks.
Ethics and Working Hours
- Work Ethics: Remuneration and Nomination Committee members must adhere to the BCA Sharia Code of Ethics.
- Working Hours: The Remuneration and Nomination Committee must allocate sufficient time to carry out its tasks and responsibilities optimally.
Remuneration and Nomination Committee Meetings
Meeting Mechanism and Decision-Making
The following are provisions regarding Remuneration and Nomination Committee Meetings:
- Remuneration and Nomination Committee Meetings are held as needed by BCA Sharia and at least once a year.
- Remuneration and Nomination Committee Meetings are valid if attended by at least 51% (fifty-one percent) of the total members and attended by the Chairman of the Remuneration and Nomination Committee and an Executive Officer.
- Decisions of the Remuneration and Nomination Committee Meetings are made based on mutual agreement.
- In the absence of mutual agreement, decisions are made based on the majority vote.
- The Chairman of the Remuneration and Nomination Committee and each member have one voting right each.
- All Remuneration and Nomination Committee decisions are binding on all Remuneration and Nomination Committee members.
Meeting Minutes
The following are provisions regarding Remuneration and Nomination Committee Meeting Minutes:
- The results of Remuneration and Nomination Committee Meetings must be documented in meeting minutes signed by all attending Remuneration and Nomination Committee members and well-documented.
- Dissenting opinions that occur in Remuneration and Nomination Committee Meetings must be clearly stated in the meeting minutes, along with the reasons for the dissenting opinions.
- Copies of the Remuneration and Nomination Committee Meeting minutes signed by all attending members must be distributed to all Remuneration and Nomination Committee members.
- All Remuneration and Nomination Committee decisions recorded in the meeting minutes are joint decisions of all Remuneration and Nomination Committee members.