GOOD CORPORATE GOVERNANCE

Nomination and Remuneration Committee

The Company established a Nomination and Remuneration Committee pursuant to the Decree of Board of Commissioners dated 6 March 2015 concerning the Appointment and Establishment of New Nomination and Remuneration Committee Members. With the Committee’s establishment, the Company indicated its regulatory compliance, particularly with FSA Regulation No. 34/POJK.04/2014 dated 8 December 2014, concerning the Nomination and Remuneration Committee of Issuer or Public Company.

The Nomination and Remuneration Committee is intended to support the supervisory function of the Board of Directors’, Board of Management and employees’ nominations, and their remunerations.

The Company ensures that all of the Nomination and Remuneration Committee members always act in independent manner and have no financial relationship with the Company, unless remuneration which is entitled to be paid for their services as the members of Nomination and Remuneration Committee.

The criteria and rules for the appointment of members of the Nomination and Remuneration Committee are discussed and decided at the General Meeting of Shareholders.

Structure and Membership

In 2022, structure of the Nomination and Remuneration Committee consist of:

G.B.P.H. H. Prabukusumo, S.Psi (Chairman)

Indonesian citizen, born in 1954. He earned his Bachelor’s Degree in Psychology from Universitas Gajah Mada, Yogyakarta in 1996. He has served as Chairman of the Nomination & Remuneration Committee of the Company since 2018.

Johanes Ridwan (Member)

An Indonesian citizen born in 1965, Johanes Ridwan earned a Bachelor’s degree from the Faculty of Law, University of Indonesia, in 1990.

Kiswati (Member)

Indonesian citizen, born in 1965. Prior to joining MAP, Ms. Kiswati held key positions in other companies, including PT Sulindafin and PT Tolino. She earned her Bachelor Degree from (STIE). She has served as a member of the Nomination & Remuneration Committee of the Company since 2018.

Appointment of Chairman and Members of the Nomination & Remuneration Committee was based on the decision of the Board of Commissioners of PT MItra Adiperkasa Tbk, dated November 8th, 2022. The Remuneration & Nomination Committee did not attend any training/competence development program in 2022.

Duties and Responsibilities

The Committee is responsible for the following duties:

Nomination Functions:

1. Make recommendations to the BOC on:

a. Composition and nomination procedure of membership of the BOD and/or BOC;

b. Required policies and criteria for nomination procedure

c. Performance evaluation policies for BOD and/or BOC

2. Assist the BOC in evaluating the performance of the BOD and/or BOC based on the prepared benchmarks

3. Make recommendations to the BOC on programs for developing the capabilities of the BOD and/or BOC

4. Propose to the BOC any candidate who might qualify as a member of the BOD or BOC to be submitted to the general meeting of shareholders (“GMS”)

Remuneration Functions:

1. Make recommendations to the BOC on

a. Remuneration Structure

b. Policy on remuneration

c. Amount of remuneration

2. Assist the BOC in evaluating the performance of the BOD and/or BOC in accordance with their remunerations.

Frequency and Attandance

The Nomination and Remuneration Committee met 3 times in 2022, representing attendance rate of 100%.

Performance Assessment of Members of the Boards of Commissioners and Directors

The individual performance of the members of the Board of Commissioners and the Board of Directors is assessed on annual basis by the Nomination and Remuneration Committee.

Remuneration Policy for Members of the Boards of Commissioners and Directors

The General Meeting of Shareholders authorized the Board of Commissioners to design, establish and execute the remuneration system, including honorarium, allowances, salaries, bonuses and other remuneration for members of the Company’s Board of Directors.

The following factors are included in the calculation of remuneration of the Board of Commissioners and Board of Directors for the year 2022, which was approved at the Annual General Meeting of Shareholders on 28th July 2022: individual performance, the Company’s results, market competitiveness, the Company’s financial capacity, and other matter.

In 2022 the total remuneration for members of the Board of Commissioners amounted to Rp11,284 million, and for members of the Board of Directors and key personnel amounted to Rp352,569 million.