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4. Director of Consumer Service “CONS”
- To define the strategy and business planning to leverage the Companys resources capability in creating competitive advantage to win the competition and long term growth of the consumer segment business portfolio consumer home services and
consumer personal services within Telkom Group; - To determine the parenting policies and mechanisms in order to create value through the optimization and harmonization of the
interrelation between the parent company and the entire entities managing the consumer segment business within Telkom Group;
- To determine the policy, governance, and mechanisms of the management of the consumer segment marketing functions; - To determine the policy, governance, and mechanisms of the management of the consumer segment sales and or partnership
function; - To determine the policy, governance, and mechanism of the management of customer relationship management on the
consumer segment; - Ensuring the effectiveness of business risk management in all units under the Directorate of Consumer Service.
5. Director of Enterprise Business Service “EBIS”
- To define the business strategy and planning to leverage the Companys resources capability in creating a competitive advantage to win the competition and to achieve long term growth of the corporate segment business portfolio enterprise and
business of Telkom Group; - To determine the parenting policies and mechanisms in order to create value through the optimization and harmonization of
the interrelation between the parent company and the entities managing the corporate segment business enterprise and business of Telkom Group;
- To determine the policy, governance, and mechanisms of the management of corporate segment marketing function enterprise and business;
- To determine the policy, governance, and mechanisms of the management of the corporate segment sales andor account management function enterprise and business;
- Determine the policy, governance, and mechanism of customer relationship management for corporate segment enterprise and business;
- Ensuring the effectiveness of risk management in all business processes of the entire units under the Directorate of Enterprise Service.
6. Director of Network, IT Solution “NITS”
- Determining the business plan and strategy in order to leverage the capability of company’s resources to developexploit the established business services by utilizing infrastructure, IT and solution to support Telkom Group business portfolio
synergistically; - Determining the policy, governance, and mechanism for the utilization of infrastructure network to support the growth of
Telkom Group business portfolio; - Determining the policy, governance, and mechanism for the utilization of IT to support the growth of Telkom Group business
portfolio; - Determining the policy, governance, and mechanism for the conditioning of excellent performance of servicessolutions to
support sustainable competitive growth of Telkom Group; - To manage and to control the parenting mechanism in accordance with the parenting strategy on the entire units under the
Directorate of NITS andor other units directly involved in the process of managing the infrastructure utilization and operation; - Ensuring the effectiveness of risk management in all business processes in all units under the Directorate of NITS.
7. Director of Human Capital Management “HCM”
- To determine the concept and formula for Human Capital Long Term Plan and Human Capital Master Plan in Group; - To facilitate the process of formulating corporate level strategy, particularly on aspects related to the development of center of
excellent, organization behavior, corporate culture, and leadership architecture; - To determine the strategy and policies for human capital function, including but is not limited to human capital policy,
organization development, and industrial relation; - To determine the governance policy and the management mechanism and planning of resources related to the development,
utilization and management of human resource; - To determine the policy, governance, and mechanism for the development and interrelation of the entitiesinstitutions related
to human resources management, including but is not limited to the pension fund management institutions, employee and retire health care institutions, skill and competence development institution or educational institution, and labor union;
- To conduct the advisory role in determining corporate level strategy, especially for matters related to Telkom Group’s human resources development.
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8. Director of Wholesale International Service “WINS”
- To define the strategy and business planning to leverage the Companys resources capability in creating competitive advantages to win the competition and to achieve long term growth of the Wholesale International segment business
portfolio of Telkom Group; - Determining the parenting policies and mechanisms in order to create value through the optimization and harmonization of the
interrelation between the parent company and the entire entities managing the business operations for the Wholesale International segment of Telkom Group;
- Determining the policy, governance, and mechanisms of the management of Wholesale International segment marketing functions;
- Determine the policy, governance, and mechanisms of the management of the Wholesale International segment sales andor account management function;
- Determining the policy, governance, and mechanisms of the management of customer relationship management for Wholesale International segment;
- Ensuring the effectiveness of risk management in all business processes of the entire units under the Directorate of Wholesale International segment.
BoD Charter
In the case of activities and actions in the Company’s management that are not governed by our Articles of Association or the provisions of the law, procedures are followed that support the principle of accountability through consensus, agreement andor rules
between the members of the BoD. The BOD charter is aimed at expediting the decision making process, reducing bureaucracy in the administration of the Company’s
management, and supporting improvements in performance. This charter also governs the working relationship between the BoD and the BoC, which is an institutional relationship in that it is based on countable management and supervisory mechanisms in accordance
with the prevailing provisions.
Feasibility and Proper Test of Board of Directors Member
The implementation of Fit and proper test UKK for members of the Board of Directors is conducted based on the SOE Ministerial Regulation No.Per 01 MBU 2012 on Requirements and Procedures for Appointment and Dismissal of Directors of State-Owned
Enterprises as well as several changes, among which are: - Regulation of SOE Ministry No.Per-06 MBU 2012 on the Amendment of Regulation od SOE Ministry No.Per 01 MBU 2012
on the Requirements and Procedures for Appointment and Dismissal of Board of Directors Members of State Owned Enterprises; - Regulation of SOE Ministry No.Per-16 MBU 2012 on the Second Amendment Regulation of SOE Ministry No.Per 01 MBU
2012 on the Requirements and Procedures for Appointment and Dismissal of Board of Directors Members of State Owned Enterprises;
- Regulation of SOE Ministry No.-09 MBU 2014 on Third Amendment of Regulation of SOE Ministry No.Per 01 MBU 2012 on the Requirements and Procedures for Appointment and Dismissal of Directors Member State Owned Enterprises; and
- Regulation of SOE Ministry No.Per-20 MBU 2014 on the Fourth Amendment of Regulation of SOE Ministry No.Per 01 MBU 2012 on the Requirements and Procedures for Appointment and Dismissal of Directors Member State Owned Enterprises.
In Article 8 of the Regulation of SOE Ministry No.PER-20 MBU 2014 of the Fourth Amendment of Regulation of SOE Ministry No.Per 01 MBU 2012 on Requirements and Procedures for Appointment and Dismissal of Directors Member State-Owned
Enterprises, UKK and evaluation are conducted by a Team consisting of: a. Technical Deputy as the team leader;
b. Secretary of the Ministry of SOEs; c. Business Infrastructure Deputy and
d. Two 2 special staffs of the Minister of SOEs. According to Regulation of SOE Ministry No.Per-01 MBU 2012, UKK is conducted by the team as mentioned above and is assisted
by the Professional Institute in accordance with Regulation of SOE Ministry No.Per SOE-01 MBU 2012.
BoD Remuneration Policy
Each member of the Board of Director is entitled to a monthly remuneration consisting of a monthly salary and other allowances. They are also eligible for bonuses based on the Company’s performance and achiement, which amount is determined by the
shareholders at the AGM. Members of the Board of Directors are also entitled to a lump sum allowance upon resignation.
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The remuneration for the members of the Board of Directors is calculated based on a formula prepared by the Nomination and Remuneration Committee NRC, which is also used to determine the salary of the Board of Directors. The amount refers to the
percentage of President Director’s salary approved in the AGM. In line with the Regulation of the Minister of SOEs No. PER-04 MBU 2014, the GMS can specify the type of income and or a specific amount that is different from that which is stipulated in the
Ministerial Regulation.
Procedures and Mechanisms of BOD Remuneration
The procedures to determine the remuneration for members of the Board of Directors are as follow: 1. The Board of Commissioners asks the NRC to draft remuneration proposals for the Board of Commissioners.
2. The Nomination and Remuneration Committee requests an independent party to develop a framework for the remuneration of the Board of Commissioners.
3. The Nomination and Remuneration Committee proposes the framework to the Board of Commissioners. 4. The Board of Commissioners proposes remuneration of the members of the Board of Commissioners to the General Meeting of
Shareholders GMS. 5. The GMS delegates the authority and power to the Board of Commissioners with the prior approval of Shareholders of Series A
Dwiwarna to set the remuneration for the members of the Board of Commissioners.
Total Board of Directors Remuneration in 2014
For 2014, the total remuneration of the entire Board of Directors, including bonuses but excluding other benefits, was Rp70.4 billion. The total accrued remuneration of Board of Directors for 2014 was Rp123.5 billion, including long-term incentives and allowance
upon resignation. In addition, the tax on the aggregate remuneration of the Board of Directors, horne by Telkom, was Rp27.3 billion. The remuneration of the boards of directors of Telkom’s Subsidiaries in 2014 was Rp300.9 billion.
Board of Directors Value Rp billion
Honorarium Tantiem THR
Allowance Total
Alex J. Sinaga -
- -
- Heri Sunaryadi
- -
- -
Indra Utoyo 1,782.0
5,822.1 1,138.7
8,742.8 Dian Rachmawan
- -
- -
Muhammad Awaluddin 1,782.0
5,822.1 1,138.7
8,742.8 Abdus Somad Arief
- -
- -
Herdy Rosadi Harman -
- -
- Honesti Basyir
1,782.0 5,822.1
1,138.7 8,742.8
Arief Yahya
1
1,650.0 6,469.1
940.8 9,159.2
Sukardi Silalahi
2
1,782.0 5,822.1
1,138.7 8,742.8
Rizkan Chandra
2
1,782.0 5,882.1
1,138.7 8,742.8
Priyantono Rudito
2
1,782.0 5,882.1
1,138.7 8,742.8
Ririek Adriansyah
2
1,782.0 5,882.1
1,138.7 8,742.8
1
until October 27,2014
2
as of EGM of December 19, 2014.
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The Board of Directors meeting
The meeting of the Board of Directors is chaired by the President Director. In the event that the President Director is unable to attend or is absent for a reason, the meeting will be chaired by a member of the BoD appointed in the meeting. The meeting of the Board of
Directors may be held at any time deemed necessary at the request of one or more members of the Board of Directors or at the request of the Board of Commissioners or upon a written request from one or more shareholders representing one-tenth or more of the total
number of outstanding common shares. The decisions of the BoD meeting shall be reached by consensus. If this method fails, the decision shall be passed by voting based on
the majority votes by BoD members cast in the meeting. A quorum is reached at a BoD meeting if more than half of the members of the Board of Directors are present or are legally
represented at the meeting. Each member of the Board of Directors who is present at the meeting shall be entitled to cast one vote and one vote for each other Director who that he she represents.
As of December 2014, the Board of Director meetings were conducted with the following agenda:
No Month
Agenda
1 January
1. Reports Discussion and Breakthrough Transformation Program BTP Discussion and Transformation of
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