PT Satellite Palapa Indonesia Satelindo 1998-2003 and PT Indosat , Tbk 2003-2009. He taught at several
private universities for law and public policy courses since 1984. Rustanto Hadimartono earned his law degree
from the University of Diponegoro 1982, Master of Laws in International Legal Studies LL.M. from the
Washington College of Law - American University 1987 and Doctor of Law from Parahyangan Catholic University
2011.
Duties and Responsibilities of the Committees under the Board of
Commissioners
1. Nomination and Remuneration Committee Duties and responsibilities of the Nomination and
Remuneration Committee are as follows:
Nomination:
- Formulate policies, criteria and selection required
for strategic positions within the Company, namely positions that is one level below the office of the
Director and the Board the Board of Directors and the Board of Commissioners of consolidated
subsidiaries referring to the principles of good corporate governance;
- Assist the Board of Commissioners who jointly or in
consultation with the Board of Directors to select candidates for strategic positions in the Company’s
consolidated subsidiaries the Board of Directors and the Board of Commissioners;
- Provide recommendations to the Board of
Commissioners to be submitted to the shareholders of series A Dwiwarna on:
a. Composition of position of the Board of Directors. b. Succession planning of the members of the Board.
c. Assessment is based on a benchmark that has
been prepared as an evaluation material for the purposes of developing the skills of th members
of the Board of Directors.
Remuneration:
- Provide recommendations to the Board of
Commissioners to be submitted to the General Meeting of shareholders through shareholder of series A
Dwiwarna regarding policies, the amount and or the structure of the remuneration of Directors and
Board of Commissioners; -
Remuneration of Board of Directors and the Board of Commissioners in the form of fixed salary or
honorarium, allowances and facilities and variable incentive.
2. The Audit Committee Based on the Audit Committee Charter, in general, the
Audit Committee is responsible for the following: -
Oversee the process of auditing and financial reporting process;
- Provide recommendations to the Board of
Commissioners on the appointment of the external auditor;
- Discuss with internal and external auditors all scopes
of work, either audit and non-audit jobs as well as their audit plan;
- Review the Company’s consolidated financial
statements and the effectiveness of internal control over financial reporting “ICOFR”;
- Hold regular meetings with internal and external
auditors, without management present, each to discuss the results of the evaluation and the results
of their audit and quality of Telkom’s financial statements as a whole;
- Receive and handle complaints; and
- Carry out other tasks given by the Board of
Commissioners, especially in financial and accounting- related matters, as well as other obligations required
under the capital markets regulation.
To help his duties, if necessary, the Audit Committee may appoint an independent consultant or professional
adviser. 3. The Planning and Risk Evaluation and Monitoring
Committee KEMPR The scope of duties of KEMPR involves the following:
- Conduct a comprehensive evaluation on the proposed
Long Term Plan of the Company “RJPP” or CSS and Budget Action Plan proposed by the Company’s
Board of Directors;
- Evaluate the implementation RJPP and CBP to fit
the target RJPP and CBP adopted by the Board of Commissioners; and
- To monitor the implementation of enterprise risk
management in the Company.
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1. Report of the Nomination and Remuneration Committee in 2014
This report is a report on tasks that have been performed by the Nomination and Remuneration Committee in 2014. This report consists of the composition of membership, reports on nomination and report on remuneration matters
that are the responsibility and under the authority of the Nomination and Remuneration Committee of the Board of Commissioners of PT Telkom Tbk.
a. Membership Composition of the Committee
The composition of the Nomination and Remuneration Committee based on the Charter of the Board of
Commissioners is chaired by the President Commissioner. The Secretary of the Committee is
held by the Secretary of the Board of Commissioners and members of the committee, which consists of
all Members of the Board of Commissioners. To date, there has been no member from outside the Board
of Commissioners.
OJK has issued regulations Number 34POJK.042014 dated December 8, 2014 regarding the Nomination
and Remuneration Committee of a public company. Telkomplans to adopt the OJK regulation at the
Annual General Meeting of Telkom in 2015, subsequent to which the BOC will observe these rules.
During 2014, the number of nominations and Remuneration Committee meetings held was as many
as 50 meeting, of which 15 were part of the Internal Meeting of the Board of Commissioners and 32 were
held in the form of circulation of minutes for approval.
b. Nomination Report
In 2014, the Nomination and Renumeration Commitrtee completed four 4 processes of granting the proposed
name nomination for each of the following:
Proposed Acting officers of President Director of PT Telkom Indonesia Tbk Persero.
This is in accordance with the letter of The Board of Commissioners to the Minister of SOE No. 201 SRT
DK 2014 dated October 31, 2014 regarding Progress Report of PT Telkom Indonesia, Tbk. The position of
Commissioner of PT Telkomsel is the ex-officio President Director of PT Telkom Indonesia Tbk
Persero. Proposed name of candidate Director of PT Telkom
Indonesia Tbk Persero. BOC after meeting of the Nomination and Remuneration
Committee dated December 1, 2014 has issued a letter to the minister SOE No. 218 SRT DK 2014
dated Desember 1, 2014 regarding: Proposed Candidate Director of PT Telkom Indonesia Tbk Persero.
Proposed name a replacement candidate of Director Director of PT Telkom Indonesia Tbk Persero.
BOC after Nomination and Remuneration Committee Meeting dated December 4, 2014 has issued a letter
to the Minister of SOE No. 221 SRT DK 2014 dated December 4, 2014 regarding the Proposed Candidate
of President Director of PT Telkom Indonesia Tbk Persero.
Approval for the composition of the Board of Directors and Board of Commissioners of PT Telkomsel. After
a meeting of the Nomination and Remuneration Committee on December 24, 2014, the Board of
Commissioners issued a letter to the Board of Directors of Telkom through a letter No. 234 SRT DK 2014
dated December 24, 2014 regarding the approval of the composition of the Board of Commissioners of
PT Telkomsel.
c. Remuneration Report In 2014, the Nomination and Remuneration Committee
has conducted as many as six 6 activities of remuneration processes, namely:
1. The proposed remuneration for the Company’s
management to the Shareholders of Series A for the year 2014 based on the letter of Board of Commissioners
No.057 SRT DK 2014 dated April 8, 2014 regarding the Proposed Remuneration for Board of Directors
and Commissioners 2014 for AGM and number 075 SRT DK 2014 dated April 8, 2014 regarding the
remuneration for the Board of Directors and the
REPORTS OF COMMITTEES UNDER THE BOARD OF COMMISSIONERS
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2014 Annual Report
PT Telkom Indonesia Tbk Persero
FINANCIAL AND PERF
ORMANCE HIGHLIGHT
MANA GEMENT
REPOR T
PREF A
GENERAL INF
ORMA TION OF
TELK OM INDONE
SIA
MANA GEMENT’S DISCUSSION
AND ANAL Y
SIS
CORPORA TE GO
VERNANCE
SOCIAL AND ENVIRONMENT
AL
RE SPONSIBILITY
APPENDICE S
Board of Commissioners for the Fiscal Year 2014 and Fiscal Year 2013. The Proposals have been studied
by an independent consultant.
2. Compliance with the remuneration for the Board of Commissioners is proof that Telkom, as a state-owned
enterprise, has adopted Regulation of SOE Minister No.042014. The adjustment is based on the result
of the Nomination and Remuneration Committee meeting on April 22, 2014 and May 20, 2014. The
adjustment resulted in a decline in the remuneration received by the Board of Commissioners, a condition
which was also experienced by the Board of Directors. Previously, adjustment has also been made to the
BOC supporting organ in a bid to follow the Regulation of the Minister of SOEs No. 122012.
3. The provision of operational costs to the Board of Directors and the Board of Commissioners is in
accordance with the decision of the Board of Commissioners No.15 KEP DK 2014 dated September
29, 2014.
4. The proposal of demand for Long Term Incentive for the management of Telkom. The Nomination and
Remuneration Committee, assisted by an Independent Consultant, has submitted a request of Long Term
Incentive to the Shareholders Serie A after, according to the Minister of SOEs number 042014, considering
it possible to get it. The proposal was contained in a letter of the Board of Commissioners to the minister
of SOE No.176 SRT DK 2014 dated October 6, 2014 regarding LTI proposal for PT Telkom. This proposal
was approved by the Shareholders of Series A through a letter to Telkom No. S-698 MBU 102014 dated
October 21, 2014 regarding the approval of Remuneration in the form of LTI Long Term Incentive.
Thus, Telkom is the first SOE to be approved to obtain long-term incentive LTI from holder of
Series A Shares.
5. The approval of disbursement of post-job compensation to former President Director of PT Telkom. Following
a circular meeting of the Nomination and Remuneration Committee, the Board of Commissioners has issued
a letter of approval No.203SRTDK2014 dated November 5, 2014, while for the long-term incentive
LTI can not be processed because the Board of Commissioners have not met the requirements.
6. Approval disbursement of long-term incentive Long Term Incentive to former Board of Commissioners
and Board of Directors of PT Telkom. As a follow up of the results of the Extraordinary General Meeting
on 19 December 2014, it has issued approval of the Board of Commissioners through letter No. 286
SRT DK 2014 dated December 31, 2014 regarding the execution of the LTI program in 2014.
Jakarta, March 26, 2015
Hendri Saparini Chairman of Nomination and Remuneration Committee
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2014 Annual Report
PT Telkom Indonesia Tbk Persero
2. Report of the Audit Committee in 2014
The activities that have been performed the audit committee in 2014, are as follow:
Independent Auditor In 2014, Telkom has reappointed Purwantono, Suherman
Surja, a member firm of Ernst Young Global Limited “EY” as an independent auditor to conduct an integrated
audit for Fiscal Year 2014. The reappointment of EY as an independent auditor has been approved by the Annual
General Meeting of Shareholders on April 4, 2014.
The Audit Committee, jointly with EY, has reviewed the quality and acceptability of the financial accounting
standards adopted by the Company. Based on the results of the integrated audit, EY is responsible to give an
opinion on the fairness of the presentation of the consolidated financial statements in accordance with
financial accounting standards in Indonesia and International Financial Reporting Standards IFRS and
the opinion on the effectiveness of internal control over financial reporting internal control over financial reporting
in accordance with criteria of the Committee of Sponsoring Organizations of Treadway Commission COSO.
The review and discussion of the Audit Committee with EA also cover matters in accordance with auditing
standards on communication with the Audit Committee, the standards of the Public Company Accounting Oversight
Board “PCAOB”, the OJK and SEC Regulations and other applicable regulations.
In accordance with PCAOB rules 3526 - Communication with Audit Committees Concerning Independence, EY
has submitted a letter to Audit Committee that provides explanation about the relationships between EY and
Company would be regarded to bear on independence. The Audit Committee has discussed with EY about this
independence and has received confirmation that EY professional consideration that Public Accounting Office
are independent, considering the influence of of non- audit services from public accounting firm.
Integrated Audit 1. The Audit Committee has reviewed management’s
report on its evaluation of the effectiveness of the Company’s internal control over financial reporting
and EY’s report on the effectiveness of internal control over financial reporting. The Audit Committee
had also discussed the significant deficiencies “SD” identified during the evaluation process and the
audit process with management and EY as well as the management plans to remediate weaknesses of
internal control over financial reporting.
2. The Audit Committee had discussed with the Company’s internal auditors and EY about the overall
scopes and plans for their audits. The Audit Committee has held meetings with the internal auditors and EY,
without management present, to discuss the results of the examination and the results of their evaluation
of internal control over financial reporting of the Company as a whole.
The Audit Committee has reviewed and discussed the audited consolidated financial statements and notes to
the consolidated financial statements in the Annual Report Form 20F with the Company’s management.
This discussion includes the quality and acceptability of financial accounting standards applied by Company, the
feasibility of accounting estimation and judgement and the adequacy of disclosures in the consolidated financial
statements. The management has confirmed to the Audit Committee that the consolidated financial statements:
i are the responsibility of management and have been prepared with integrity and objective; and ii have been
presented in accordance with financial accounting standards in Indonesia and IFRS.
220
2014 Annual Report
PT Telkom Indonesia Tbk Persero
FINANCIAL AND PERF
ORMANCE HIGHLIGHT
MANA GEMENT
REPOR T
PREF A
GENERAL INF
ORMA TION OF
TELK OM INDONE
SIA
MANA GEMENT’S DISCUSSION
AND ANAL Y
SIS
CORPORA TE GO
VERNANCE
SOCIAL AND ENVIRONMENT
AL
RE SPONSIBILITY
APPENDICE S
