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REPORT OF THE IMPLEMENTATION WORK OF THE NOMINATION AND REMUNERATION COMMITTEE IN 2015 This report is a form of submission on tasks that have been performed by the Nomination and Remuneration Committee throughout
2015. The report consists of changes to the membership of the Committee, as well as nomination and remuneration reports in accordance with the responsibilities snd authority of the Nomination and Remuneration Committee of the Board of Commissioners of
PT Telkom Tbk Persero. 1.
Committee Membership Composition
The composition of the Nomination and Remuneration Committee based on the Charter of the BoC is chaired by the Commissioner. The secretary of the Committee is held by the Secretary of the Board of Commissioners, whose members
include all members of the Board of Commissioners, including the President Commissioner e. Throughout 2015, the membership composition of the Nomination and Remuneration Committee has undergone 2 two changes as a follow-up to
changes in the composition of the Board of Commissioners, resulting from 2 two AGMS. The first change was in accordance with the Decree of the Board of Commissioners No. 01KEPDK2015, with the following
composition: ChairMember
: Hendri SapariniPresident Commissioner Secretary
: Ario GuntoroSecretary of the Board of Commissioners Members
: HadiyantoCommissioner : Imam Apriyanto PutraCommissioner
: Dolfie Othniel Fredric PalitCommissioner : Parikesit SupraptoIndependent Commissioner
: Johnny Swandi Sjam Independent Commissioner : Virano Gazi Nasution Independent Commissioner
This is a follow-up to the AGMS dated December 19, 2014 The second change was in accordance with BoC Decree No. 11KEPDK2015, with the following composition:
ChairMember
:: Hendri SapariniPresident Commissioner Secretary
: Ario GuntoroSecretary of the Board of Commissioners Members
:: HadiyantoCommissioners : Dolfie Othniel Fredric PalitCommissioner
: Margiyono DarsasumadjaCommissioner : Parikesit SupraptoIndependent Commissioner
: Rinaldi FirmansyahIndependent Commissioner : Pamiyati Pamela Johanna WaluyoIndependent Commissioner
Until now, there has been no members from outside the Board of Commissioners. The total number of meetings of the Nomination and Remuneration Committee throughout 2015 is 29, 10 of which are Internal
Meetings of the Board of Commissioners, with 19 meeting agreements in the form of circulars.
2. Nomination Report
Throughout 2015, the Nomination and Remuneration Committee has completed 2 two nomination processess, as follows: a.
Proposing the filling of Strategic Positions in PT Telkomsel This proposal is related to the replacement of one Telkomsel Commissioner as set forth in a letter of the Board of
Commissioners to the President Director of Telkom No. 051SRTDk2015 datedApril 2, 2015 regarding: the proposed filling of strategic positions in PT Telkomsel.
b. Approval of the Change in the Composition of the Board of Commissioners of PT Telkomsel.
After undergoing and internal meeting of the Board of Commissioners and Nomination and Remuneration Committee on September 28, 2014, the Board of Commissioners issued a letter to the Board of Directors of Telkom through letter no.
152SRTDK2015RHS dated September 30, 2015 regarding: Change in the composition of the Board of Commissioners of PT. Telkomsel.
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3. Remuneration Report
As for remuneration, throughout 2015 the Nomination and Remuneration Committee has conducted 4 four remuneration activities, as follows:
a. Remuneration proposal for the Board of the Company to the Shareholder of Series A Shares the Minister of SOE for the 2015 fiscal year and rewards for the 2014 fiscal year pursuant to the letter of the Board of Commissioners No.
059SRTDK2015 dated April 17, 2015 regarding: Remuneration for the Board of Directors and Board of Commissioners for the 2015 fiscal year and rewards for the 2014 fiscal year. This proposal was submitted pursuant to a study made by an
independent consultant. This proposal received the approval of the shareholder of Series-A shares, through letter No. S-07D3.MBU 062015 dated
June 25, 2015. To follow-up, the Board of Commissioners issued a letter to the President Director No. 101SRTDK2015RHS dated June 29, 2015 regarding: Proposed Remuneration of the Board of Commissioners for the
2015 fiscal year and reward for the 2014 fiscal year.
b. Proposal of 4 alternative implementations of the LTI on changes in the composition of the Board of Commissioners. This
proposal is reflected in the letter of the Board of Commissioners to the Deputy Minister of SOE on Agro Industries and Strategic Industries No. 081SRTDK2015 dated May 29, 2015. Out of the four proposals, one alternative was chosen, as
contained in the letter of the Deputy Minister of SOE for Mining, Strategic Industries and Media through letter No. S- 22D3.MBU082015 dated August 24, 2015 regarding: LTI payments for PT Telkom Tbk Persero.
c. LTI Long Term Incentive search Approval granted to Mr. Imam Apriyanto Putro, Mr. Johnny Swandi Sjam and Mr.
Virano Nasution upon receiving the letter from the Deputy Minister of SOE as the shareholder of Series A shares through letter No. S-22D3.MBU082015 dated August 24, 2015, upon which the Board of Commissioners subsequently issued
letter No. 128ASRTDK2015 dated August 27, 2015. d. The execution of shares for the LTI vesting 1 program of 2014. Based on the Nomination and Remuneration Committee
meeting with a consultant on October 21, 2015, the Telkom share purchase time for the LTI vesting 1 program was established, as outlined in the letter of the Board of Commissioners No. 172SRTDK2015RHS dated October 26, 2015.
Jakarta, March 28, 2016 s
Parikesit Suprapto Chairman of Nomination and Remuneration Committe
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PLANNING AND RISK EVALUATION AND MONITORING COMMITTEE KEMPR KEMPR PERSONNEL
The composition of KEMPR personnel from April 30, 2014 to February 2, 2015 in line with the Decision of the Board of Commissioners No.09KEPDK2014 is as follows:
Position Name
President Member Parikesit Suprapto
Secretary Widuri Meintari Kusumawati
Member Hadiyanto
Johnny Swandi Sjam Virano Gazi Nasution
Imam Apriyanto Putro Rustanto Hadimartono
On February 2, 2015, changes were made to the composition of KEMPR membership through the Decision of the Board of Commissioners No.03KEPDK2015, so that the membership of the KEMPR became as follows:
Position Name
President Member Hadiyanto
Member Dolfie Othniel Fredric Palit
Imam Apriyanto Putro Parikesit Suprapto
Johnny Swandi Sjam Virano Gazi Nasution
Rustanto Hadimartono
On May 12, 2015, changes were once again made to the composition of KEMPR membership through the Decision of the Board of Commissioners No.07KEPDK2015, so that the composition of KEMPR membership became as follows:
Position Name
President Member Hadiyanto Commissioner
Member Dolfie Othniel Fredric Palit Commissioner
Margiyono Darsasumadja Commissioner Parikesit Suprapto Independent Commissioner
Pamiyati Pamela Johanna Waluyo Independent Commissioner Rustanto Hadimartono
BRIEF PROFILE OF KEMPR MEMBERS OTHER THAN THE BOARD OF COMMISSIONERS MEMBERS
Rustanto Hadimartono Before joining KEMPR in early 2014, Rustanto hadimartono worked as a civil servant in the Investment Coordinating Board 1983-
1992. He then moved to the private sector consecutively in Marathon Petroleum Indonesia, Ltd. 1992, PPT Rothmans of Pall Mall Indonesia 1992-1994, PT Anwar Sierad, Tbk 1994-1997, PT Drassindo Persada Utama 1997-1998, PT Satelit Palapa Indonesia
Satelindo 1998-2003 and PT Indosat, Tbk 2003-2009. In addition to that, since 1984 to the present, he teaches at several private universities on law and public policy. Rustanto Hadimartono gained a Bachelors
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As a member of KEMPR, Dolfie Othniel Fredric Palit has the responsibility of supervising and monitoring the implementation of RJPPCSS, the implementation of RKAP, and the implementation of enterprise risk management as well
as the implementation of non-organic business growth initiative.
· Margiyono Darsasumadja
– Commissioner
Commissioner Margiyono Darsasumadja was appointed member of KEMPR based on the Decision of the Board of Commissioners Number No.07KEPDK2015 of May 12, 2015 on the Composition of Membership of the Telkom Planning
and Risk Evaluation and Monitoring Committee. As a member of KEMPR, Margiyono Darsasumadja is responsible for supervising and monitoring the implementation of RJPPCSS, the implementation of RKAP, and the implementation of
enterprise risk management as well as the implementation of non-organic business growth initiative.
· Parikesit Suprapto
– Independent Commissioner
As a member of KEMPR, Parikesit Suprapto is responsible for supervising and monitoring the implementation of RJPPCSS, the implementation of RKAP and the implementation of enterprise risk management as well as the implementation of non-
organic business growth initiative.
· Pamiyati Pamela Johanna Waluyo
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REPORT OF KEMPR DUTIES IMPLEMENTATION IN 2015 Throughout 2015, KEMPR has supervised and monitored the implementation of the current CSS, the implementation of the 2015
RKAP in 2015, the implementation of the capital expenditure budget capex in the 2015 RKAP, analysis of investments in subsidiaries and the implementation of enterprise risk management. In addition, KEMPR has also evaluated the proposed CSS for
2016-2020, the proposed RKAP for 2016, as well as other tasks given by the Board of Commissioners.
The activities of the Evaluation, Monitoring and Risk Planning Committee in 2015, include:
1. Corporate Strategic Scenario CSS
