NOMINATION AND REMUNERATION

COMMITTEE CHARTER
PT KABELINDO MURNI Tbk.

1. BACKGROUND
1) In order to enhance implementation of good corporate governance for
PT Kabelindo Murni Tbk. (Company) in regards to transparency of nomination and
remuneration process as well as to improve quality, competency and the responsibilities of
the Board of Directors and Board of Commissioners, Company needs to implement
Nomination and Remuneration functions.
2) Considering the Nomination and Remuneration functions have always been implemented
well by Companys Board of Commissioners, Company does not find the need to establish a
separate Nomination and Remuneration Committee.
3) In order to assist the Board of Commissioners in conducting functions and duties relating to
nomination and remuneration on company directors and commissioners, Company needs to
stipulate a guide to the nomination and remuneration functions for the Board of
Commissioners.
2. LEGAL FRAMEWORK
1) Financial Services Authoritys Regulation (OJK) No. 34/POJK.04/2014 on Nomination and
Remuneration Committee in Issuers or Public Companies.
2) Companys Articles of Association.
3. DEFINITION
1) The Nomination and Remuneration Committee is a committee established by and answers to
the Board of Commissioners in conducting functions and duties of the Board of
Commissioners in matters relating to nomination and remuneration on company directors
and commissioners.
2) Nomination refers to a recommendation for an appropriate individual to be promoted to a
position in the Board of Directors or Board of Commissioners.
3) Remuneration refers to fixed payment that is provided to members of the Board of Directors
and Board of Commissioners based on the assessment that their positions and roles are in
accordance to their duties, responsibilities and powers as members of the Board of Directors
and Board of Commissioners.
4. DUTIES, RESPONSIBILITIES AND PROCEDURES
1) The Board of Commissioners undertaking nomination and remuneration functions is required
to work independently;
2) In carrying out its duties, the Board of Commissioners that conducts nomination and
remuneration functions reports to the Shareholders Annual General Meeting (RUPS).

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NOMINATION FUNCTIONS
Duties & Responsibilities
1) Recommend to RUPS:
a. the position details of members of the Board of Directors and/or Board of Commissioners;
b. policies and criteria needed in nomination process; and
c. work performance evaluation policies for members of the Board of Directors and/or Board
of Commissioners.
2) Assist the Board of Commissioners in assessing the work performance of members of the
Board of Directors and/or Board of Commissioners based on existing benchmarks;
3) Recommend to the Board of Commissioners skill development program for members of the
Board of Directors and/or Board of Commissioners; and
4) Propose suitable candidates for the Board of Directors and/or Board of Commissioners and
report to RUPS.
Procedure
The Board of Commissioners undertaking nomination and remuneration functions is required to:
a. arrange the composition and nomination process of members of the Board of Directors
and/or Board of Commissioners;
b. compile the policies and criteria needed in the nomination process of candidates for the
Board of Directors and/or Board of Commissioners;
c. assist in work performance evaluation of members of the Board of Directors and/or Board of
Commissioners;
d. arrange a skill development program for members of the Board of Directors and/or Board of
Commissioners; and
e. assess and propose suitable candidates for the Board of Directors and/or Board of
Commissioners and report to RUPS.
REMUNERATION FUNCTIONS
Duties & Responsibilities
1) Recommend to RUPS:
a. remuneration that includes salary, bonus payments, incentive payments and/or
permanent and/or non-fixed allowance;
b. remuneration policies; and
c. remuneration amount.
2) Evaluate work performance according to remuneration received by each member of the
Board of Directors and/or Board of Commissioners.
Procedure
The Board of Commissioners undertaking nomination and remuneration functions is required to:
a. determine remuneration structure for members of the Board of Directors and/or Board of
Commissioners;
b. establish remuneration policies for members of the Board of Directors and/or Board of
Commissioners; and
c. determine remuneration amount for members of the Board of Directors and/or Board of
Commissioners.
Setting the Structure, Policies and Amount of Remuneration
When setting the structure, policies and amount of remuneration, the Board of Commissioners
undertaking nomination and remuneration functions needs to take the following factors into
consideration:

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a. Remuneration that is applicable in the industry is comparable to the type and scale of
business;
b. Duties, responsibilities and powers of members of the Board of Directors and/or Board of
Commissioners need to be aligned with Companys vision and mission;
c. The work target or performance of each member of the Board of Directors and/or Board of
Commissioners; and
d. The balance of permanent and non-fixed allowance.
The structure, policies and amount of remuneration need to be evaluated at least once a year.
5. MEETINGS
1) The Nomination and Remuneration Committee holds regular meetings at least once every
four months.
2) A meeting with agenda pertaining to nomination and/or remuneration matters can only be
held if:
a. attended by a majority of the Board of Commissioners; and
b. one of the majority of the Board of Commissioners as stipulated in a is an Independent
Commissioner.
3) Meeting decisions are based on consensus decision-making.
4) In the case of consensus decision-making not being a viable option, decision-making will be
conducted through voting.
5) If a conflict of opinion arises, the conflict will need to be included in detail in the meeting
minutes along with the cause of the conflict.
Summary of the meeting should be recorded in meeting minutes and documented by Company.
6. DECLARING & REPORTING
1) The Board of Commissioners undertaking nomination and remuneration functions is required
to report the progress of nomination and remuneration duties, responsibilities and
procedures to RUPS.
2) Company is required to declare the execution of nomination and remuneration functions in:
a. annual reports; and
b. the Company website.
3) Information relating to the execution of nomination and remuneration functions declared in
Companys annual reports need to at least contain:
a. a statement that Company has a manual; and
b. a brief summary of the execution of nomination and remuneration functions in the year
ending in the annual report.
Information relating to the execution of nomination and remuneration functions declared on the
Company website need to at least contain:
a. Nomination and Remuneration Functions Manual; and
b. a brief summary of the execution of nomination and remuneration functions in the year
ending in the annual report.
In regards to the non-existence of a separate Nomination and Remuneration Committee,
Company is required to declare in the annual report and on the Company website at least the
following:
a. Explanation as to why there is no separate Nomination and Remuneration Committee; and
b. Description of nomination and remuneration functions carried out during the financial year.

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7. PROHIBITIONS
1) Every member of the Board of Commissioners undertaking nomination and remuneration
functions is strictly prohibited from making direct and indirect personal profit out of Company
business activities other than legal revenue.
2) The Board of Commissioner member who is appointed as the Head of or a member of the
Nomination and Remuneration Committee is not provided additional salary other than their
fixed salary as a member of the Board of Commissioners.

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