PT. Indo Tambangraya Megah Tbk (ITM) is a publicly listed company at the Indonesia Stock Exchange (IDX) have to comply with all laws and regulations of the capital market and related rules and regulations on its business operations. As to the above, ITM have to consistently implement a Good Corporate Governance practices and manage its operation in compliance with all related rules and regulations in a professional, transparent, accountable and fair basis.

As to the supervisory role of the Board of Commissioners (BOC) towards the Company Management and operations, it is necessary for BOC of ITM to establish a Good Corporate Governance (GCG), Nomination & Compensation Committee to ensure the Company is operated and managed under a Good Governance principles.

Vision
To have a credible, competent and professional Good Corporate Governance, Nomination & Compensation Committee in performing its role and responsibility

Mission
To assist Board of Commissioners in executing its supervisory role in particular to ensure that the company operate and manage its operation in accordance with the Good Corporate Governance Principles.

Objective  
This Good Corporate Governance, Nomination & Compensation Committee Charter is established as a guideline for the Good Corporate Governance, Nomination & Compensation Committee member to perform its role and responsibility in ensuring a consistent implementation of the Good Corporate Governance principles and practices in operating and managing the Company and its human capital.

ORGANIZATION

Membership Structure
Good Corporate Governance, Nomination & Compensation Committee shall consist of a minimum of 3 (three) members and its members might come from Commissioners or other professional experts.

Members of the Good Corporate Governance, Nomination & Compensation Committee shall be appointed and terminated by the Board of Commissioners and shall be reported in the General Meeting of Shareholders as the case may be.

Membership Requirements
Possess high integrity, adequate skill, knowledge and experience in accordance with his/her educational background and excellence in communication skill.

Possess adequate knowledge on the capital market regulations and all related regulations in the field of Company’s operation, human resources and industrial relations and in the company’s industry.

Possess sufficient know-how and understanding on the Good Corporate Governance principles and practices, company’s Articles of Association and company operations.

Not being affiliated to ITM Board of Commissioners, Board of Directors and or major shareholder.

Not having a direct or indirect business relationship with ITM business operation.

Not having direct or indirect share of ITM. In the event of Good Corporate Governance, Nomination & Compensation Committee member obtain the share as the result of legal event, such shares have to be transferred to other party within 6 (six) months following the obtaining of such shares.

TERM OF OFFICE

The term of office of Commissioners concurrently serving as an Good Corporate Governance, Nomination & Compensation Committee member shall be equal to his/her term of office as Commissioners as ruled in the ITM Articles of Association and General Meeting of Shareholders.

The term of office of Good Corporate Governance, Nomination & Compensation Committee members who do not serve as Commissioners shall be determined by the Board of Commissioners and might be reelected for maximum of another one period.

DUTIES AND RESPONSIBILITIES

Duties and Responsibilities with Regard to Good Corporate Governance

• To consider and review whether ITM Corporate Governance policy and its Code of Conduct are appropriate and considered adequate and to regularly update the governance policy
• To monitor and supervise directors and staff’s compliance with the Corporate Governance Policy and the Code of Conduct so that it is line with those determined by the Board of Commissioners and to arrange a system where ITM can receive grievance with regard to the Corporate Governance Policy and Code of Conduct from stakeholders
• To invite management or supervisor to attend Good Corporate Governance, Nomination & Compensation Committee meeting for clarification purpose or to submit relevant documents within the scopes of Committee
• To submit an operation report to the Board of Commissioners at least once a year
• To do any other tasks as designated by the Board of Commissioners.

Duties and Responsibilities with Regard to Nomination

• To review the structure and components of the Board of Directors and the Board of Commissioners, monitor the term of office of its directors and commissioners
• To recruit and nominate persons as directors, commissioners when the term is due or whenever there is a vacancy
• To recommend ways and means to evaluate performances of directors and commissioners to participate in such evaluation and monitor improvement based on the results of such evaluation
• To review and propose recommendations to amend scopes of work, duties and responsibilities of the Good Corporate Governance, Nomination & Compensation Committee to respond to the changing circumstances
• To invite management or supervisor to attend Good Corporate Governance, Nomination & Compensations Committee meeting for clarification purpose or to submit relevant documents within the scopes of Committee
• To submit an operation report to the Board of Commissioner at least once year
• To do any other tasks as designated by the Board of Commissioners.

Duties & Responsibilities with Regard to Compensation

• To recommend guidelines on compensation payment and how to pay compensation and other benefits to the Board of Directors and other committees appointed thereby
• To consider and recommend amount of  payment of compensations and other benefits by taking duties and responsibilities of the Directors and Commissioners into considerations and by reviewing evaluation criteria to determine the right annual remuneration
• To review a compensation structure, compensation rules and regulations as state above to suit the person’s duties and responsibilities, ITM’s operations result and market conditions
• To review the overall budget for salary increase, annual bonus payment and provision of other staff’s fringe benefits
• To review and propose recommendations to amend scope of work, duties and responsibilities of the Committee to respond to the changing circumstances
• To invite management or supervisor to attend Good Corporate Governance, Nomination and Compensation Committee meeting for clarification purpose or to submit relevant documents within the scope of Committee
• To submit an operation report to the Board of Commissioners at least once a year
• To do any other tasks as designated by the Board of Commissioners

Procedures
The GCG, Nomination & Compensation Committee will nominate directors, commissioners who shall replace those retiring on rotation or otherwise based on the following procedures :

• The Committee will review the Board of Directors or the Board of Commissioners structure and components with a purpose to strengthen its position
• The Committee will review general and specific qualification of independent commissioner and add qualifications deemed suitable for circumstances at the time, the Company’s requirements and to the Bapepam or IDX terms and conditions. The GCG, Nomination & Compensation Committee will then submit its nomination to the Board of Commissioners, who will submit it to the General Meeting of Shareholders for approval and appointment.

Authority
Good Corporate Governance, Nomination & Compensation Committee shall have a full authority to access to all the Company Policies, data and information in executing its duties.

If consider necessary, Good Corporate Governance, Nomination & Compensation Committee may recruit or hire an expert or consultant to assist the Committee at the Company’s expense.

To spend money in any other ways relating to Good Corporate Governance, Nomination & Compensation Committee’s job and the Company shall be responsible for the expenses

MEETING

Good Corporate Governance, Nomination & Compensation Committee shall convene a  quarterly meeting or as necessary.

Good Corporate Governance, Nomination & Compensation Committee can make decision in the meeting if it is attended by at least 2/3 (two-third) of the entire members.

Decisions of the Good Corporate Governance, Nomination & Compensation Committee shall be deemed valid if it is approved by more than ½ (one-half) of the entire members of the Good Corporate Governance, Nomination & Compensation Committee present in the meeting.

Meeting of Good Corporate Governance, Nomination & Compensation Committee shall be chaired by the Chairman of the Good Corporate Governance, Nomination & Compensation Committee or by the most senior member if the Chairman is unable to attend.

If deemed necessary, Good corporate Governance, Nomination & compensation Committee may invite other parties related with the material of the meeting to attend an Good Corporate Governance, Nomination & Compensation Committee meeting.

Each good Corporate Governance, Nomination & Compensation Committee meeting shall be reflected in the minutes of meeting

REPORTING

Good Corporate Governance, Nomination & Compensation Committee shall submit the report of review result to the Board of Commissioners within 14 days following completion of the review.

Regularly, Good Corporate Governance, Nomination & Compensation Committee may report to the Board of Commissioners on its activities, problems encountered and its recommendations.

Each year, Good Corporate Governance, Nomination & Compensation committee through the Board of Commissioners shall submit reports on its responsibilities and other related information that need to be conveyed in the Annual Report and in the General Meeting of Shareholders.

BUDGETING

Before ending of each fiscal year, Good Corporate Governance, Nomination & Compensation Committee shall develop and submit its budget plan to execute and support its role and responsibilities.

That budget shall be proposed to and approved by the Board of Commissioners.

The budget shall be part of the Board of Commissioners budget and its utilization thereof shall not require the Management’s approval to maintain its independency.

The spending of budget shall supervise by an appointed Auditor by the Company.

VALIDITY AND EVALUATION

This Good Corporate Governance, Nomination & Compensation Committee Charter shall take effect as of the date of its approval.

This Good Corporate Governance, Nomination & Compensation Committee Charter shall be reviewed for improvement from time to time to comply with the prevailing rule and regulations.

Performance of Good Corporate Governance, Nomination & Compensation Committee either collectively or individually shall be evaluated every year based on the self-assessment principle and the result shall reported to the Board of Commissioners together with the Annual Report of the Good Corporate Governance, Nomination & Compensation Committee’s Activity Implementation.