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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 Companys 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 Telkoms 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 Companys 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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REPORTS OF COMMITTEES UNDER THE BOARD OF COMMISSIONERS
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.
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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 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.203 SRT DK 2014 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
s
Hendri Sunaryadi
Chairman of Nomination and Remuneration Committee
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2. Report of the Audit Committee in 2014
