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Committees

The Company established three committees under the Board of Commissioners, namely the Audit Committee, Nomination and Remuneration Committee, and the Management and Employee Stock Option Program (MESOP) Committee. These three committees assist the Board in carrying out its supervisory and advisory function to the Board of Directors, as well as ensure that the Company has managed to safeguard the interests of shareholders and other stakeholders.

Audit Committee
The Audit Committee was established by the Board of Commissioners in accordance with Bapepam-LK Regulation No. IX.I.5 concerning Establishment and Guidelines of Audit Committee which was then revised with POJK No. 55/POJK.04/2015 concerning concerning Establishment and Implementation of Audit Committee.

The Audit Committee reports to the Company’s Board of Commissioners to assist it in carrying out its supervisory duties and functions. The Audit Committee on duty as of December 31st, 2017 was appointed based on Decision of the Board of Commissioners No. 001-SK.KOM/IX/2017 dated September 5th, 2017. The Audit Committee consists of 1 (one) Independent Commissioner and 2 (two) externals who meet the requirements as stipulated in POJK No. 55/POJK.04/2015. The composition of the Audit Committee is as follows:

Composition of the Audit Committee as of December 31st, 2017

Chairman      : Susaningtyas Nefo Handayani Kertopati

Member       : Ratna Yani

Member       : Cecep Nurjaya

Duties and Responsilibilities
1. Give advice on audits and appoint a public accounting firm to audit and prepare the Company’s financial statements;

2. Ensure that preparation of the company’s financial statements complies with all applicable regulations;

3. Provide opinions to the board of commissioners (BoC) on audit results and recommendations by the public accounting firm;

4. Verify audit findings submitted by internal audit and give relevant opinions on findings to Internal Audit.

Nomination & Remuneration Committee
The Nomination and Remuneration Committee was established by the Board of Commissioners with reference to POJK No. 34/POJK.04/2014 concerning Nomination and Remuneration Committee of Issuers or Public Companies. The Nomination and Remuneration Committee is responsible for assisting the Board of Commissioners in performing its functions and duties related to nomination and remuneration for members of the Board of Commissioners, the Board of Directors, executive officers and all employees.

The Nomination and Remuneration Committee on duty as of May 25, 2018 was appointed based on Decision of the Board of Commissioners No. 001-SK.KOM/V/2018 dated May 25, 2018. The composition of Nomination and Remuneration Committee is as follows:

Composition of Nomination and Remuneration Committee as of May 25, 2018

Chairman      : Susaningtyas Nefo Handayani Kertopati

Member       : Liliana Tanaja

Member       : Stien Maria Schouten

Duties and Responsibilities
1. To evaluate policies on remuneration for the Boards of Commissioners and Directors, executive and all employees.

2. To ensure that remuneration policies are arranged in accordance with company financial performance, individual work performance, fairness in terms of peer group and consideration of targets and long-term strategies.

3. To provide recommendation on the salary review and distribution of corporate bonus to the Boards of Commissioners and Directors.

4. To supervise the implementation of a remuneration system in accordance with policies.

Management and Employee Stock Option Program (MESOP) Committee
The MESOP Committee was established by the Board of Commissioners based on Decision of the Board of Commissioners No. 002-SK.KOM/VI/2013 dated June 3, 2013 with the following membership composition:

Composition of MESOP Committee as of December 31, 2017

Chairman      : Hary Tanoesoedibjo

Member       : Liliana Tanaja

Member       : Christ Soepontjo

Duties and Responsibilities

1. To approve the company’s MESOP scheme and plan proposed by the BoD, which include approval for the number of shares to be allocated for the MESOP and the price of the shares for MESOP distribution;

2. To study the mechanism of the company’s MESOP, including the allocation of share options to the company’s key employees and employees of the company’s subsidiaries, and

3. To oversee the execution of the company’s MESOP scheme.