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Guideline and Conduct of Work Nomination and Remuneration Function
Guideline and Conduct of Work Nomination and Remuneration Function

Guideline and Conduct of Work Nomination and Remuneration Function

     1. General Requirement
         a. Nomination and Remuneration function are function that performed by Board of Commissioners in order to support
             Company’s performance.
         b. Guidelines and Conduct of Work of Nomination and Remuneration function must be contained in Company’s
website.

     2. Responsibilities and Tasks
         a. Board of Commissioners in performing Nomination Function, do as follows:
             1. Performance  evaluation for Board or Commissioners and Board of Directors.
             2. Evaluation of Performance appraisal systtem for Board of Commissioners and Board of Directors.
             3. Give recommendation for Company’s structure of Board of Directors.
             4. Determine policies of Nomination for Board of Commissioners and Board of Directors.
         b. Board of Commissioners in performing Remuneration Function, do as follows:
             1. Evaluation towards Company’s Remuneration policies.
             2. Review and give recommendation toward number of remuneration that covers salary, bonus and allowances for
                 Board of Commissioners and Board of Directors which to be conveyed in General Meeting of Shareholedrs.
         c. Regarding to policies of Nomination and Remuneration Functions, at least must consider:
             1. Needs of Company’s organizartion.
             2. Financial performance  and fulfillment of reserve as stipulated in the applicable regulations.
             3. Individual performance.
             4. Consideration of Company’s long term targets and strategies.
         d. Takes care the confidentiality of all Company’s documents, data and information.
         e. Review and updatte the Guideline and Conduct of Work for Nomination and Remuneration Functional regularly.

     3. Authorities
         a. Board of Commissioners in performing the Nomination and Remuneration Functions is authorized to access
             documents, data and information that needed, related to Company’s employee, funs, assets and resources.
         b. Related to performance of tasks and responsibilities, Board of Commissioners in performing Nomination and
             Remuneration Functions is authorized to communicate diretly with employees, Board of Directors and other parties.
         c. If necessary, Board of Commissioners in performing Nomination adn Remuneration Function is authorized to involove
             independent parties outside the member of Board of Commissioners to help its perfomance of tasks.

     4. Meeting
         a. The meeting of Nomination and Remuneration function is held in accordance with company’s needs.
         b. The meeting regarding Nomination and Remuneration is held regularly at least twice a year.
         c. Nomination and Remuneration meeting only could be held if attended by at least 51% ( fifty percents ) of 
member
             number including an independent Commissioner.
         d. Decision of Meeting Nomination and Remuneration functions is taken by consensus.
         e. In case there is no consensus, the decision making of Nomination and Remuneration Functions Meeting is held by
             majority vote on the basis of 1 ( one ) person 1 ( one 0 vote).
         f.  Every meeting result of the Nomination and Remuneration Function shall be set forth in minutes of meeting, properly
             documented, signed by all attended Board of Commissioners present.
         g. Divergence in meeting of Nomintion and Remuneration functions must ne documented clearly in minutes of meeting,
             with the rasons of divergence.

     5. Reporting
         a. Board of Commissioners must arrange a Report of Nomination and Remuneration Functions that disclosed in Annual
             Report.
         b. Infomation regarding to nomination and Remuneration Function has to be contained in Company’s website.

     6. Others
         The detail items that manage the terms and conditions of Nomination and Remuneration Functions refer to Comapny’s
         Articles of Association.