INVESTOR RELATIONS

Nomination, Remuneration, and GCG Committee

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The Nomination, Remuneration and GCG Committee is a committee established by and responsible to the Board of Commissioners in assisting the implementation of functions and duties of the Board of Commissioners related to Nomination, Remuneration, and GCG. The establishment of the Remuneration and GCG Committee is an extension of the Nomination, Remuneration, and GCG Committee in response to the issuance of Financial Services Authority Regulation No. 34 of 2014 on the Nomination and Remuneration Committee of Issuers.

The Board of Commissioners has established the Nomination, Remuneration, and GCG Committee through the Decree of the Board of Commissioners No. SK.02.02/DEKOM/ WG.011/2020 dated October 7, 2020 on the Change of Organs of the Nomination, Remuneration, and GCG Committee of PT Wijaya Karya Bangunan Gedung Tbk, which aims to support transparency in the nomination and remuneration process as well as the implementation of good corporate governance.

Basis for the Establishment of the Nomination, Remuneration and GCG Committee

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Legal basis for the establishment of the Nomination, Remuneration and GCG Committee are:

1. Law No. 40 of 2007 on Limited Liability Companies;
2. Law No. 19 of 2003 on State-Owned Enterprises;
3. Minister of State-Owned Enterprises Regulation No. PER-01/MBU/2011 on Implementation of Good Corproate Governance in State-Owned Enterprises as last amended by No. PER-09/MBU/2012 dated July 6, 2012;
4. Minister of State-Owned Enterprises Regulation No. PER12/MBU/2012 dated August 24, 2012 on Supporting Organs of the Board of Commissioners/ Supervisory Board of State-Owned Enterprises;
5. Financial Services Authority Regulation No. 34/ POJK.04/2014 on Nomination and Remuneration Committee of Issuers or Public Companies;
6. Articles of Association of PT Wijaya Karya Bangunan Gedung Tbk.

Nomination, Remuneration and GCG Committee Charter

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The implementation of the duties of the Nomination, Remuneration and GCG Committee is regulated in the work guidelines that have been ratified in the Decree of the Board of Commissioners No. SK.02.01/DEKOM.WG.006/2017 on the Charter of the Nomination, Remuneration and Good Corporate Governance (GCG) Committee of PT Wijaya Karya Bangunan Gedung Tbk.

The Nomination, Remuneration and GCG Committee also refers to the Board Manual of PT Wijaya Karya Gedung Gedung Tbk dated June 6 2022, as well as the Financial Services Authority regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of Issuers or Public Companies.

Criteria of the Nomination, Remuneration and GCG Committee

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The criteria for appointing members of the Nomination, Remuneration and GCG Committee are:

1. Competency Requirements
   1. Have the integrity, dedication, ability, education, independence, knowledge and experience to carry out the duties and supervisory functions of corporate governance and communicate in writing the results of the implementation of their duties and functions to the Board of Commissioners in accordance with applicable procedures;
   2. Have sufficient knowledge to be able to understand the principles and processes of the Nomination, Remuneration & GCG Committee in general, the principles of the supervisory function and the Company’s Articles of Association;
   3. Have adequate knowledge of the Company’s Laws and Regulations and Laws relating to the Company’s operations;
   4. Able to study the Company’s activities quickly in order to obtain adequate knowledge about the Company’s activities and their relation to aspects of the Nomination, Remuneration & GCG Committee;
   5. Able to collaborate and communicate in a proper and polite manner, as well as provide sufficient time to carry out their duties properly and with added value.
2. Independence Requirements
   1. A member of the Nomination, Remuneration & GCG Committee who is also a member of the Board of Commissioners should not have any blood relationship to the third degree, either in a straight line or a side line, or a relationship arising from marriage with fellow members of the Board of Commissioners or with the members of the Board of Directors;
   2. Members of the Nomination, Remuneration & GCG Committee who are not members of the Board of Commissioners are prohibited from having blood and marriage relations up to the third degree, either in a straight line or a sideways line, with members of the Board of Commissioners and members of the Board of Directors of the Company;
   3. Has no concurrent positions as the administrators of political parties and/or the legislative candidates/ members and/or the candidates for regional/ deputy regional heads, and other positions in accordance with the provisions of laws and regulations that may cause conflict of interest;
   4. Has no business relationship, either directly or indirectly, related to the business activities of PT Wijaya Karya Bangunan Gedung Tbk, which may cause a conflict of interest;
   5. Not a key employee, namely a person who has the authority and responsibility to plan, lead or control the activities of PT Wijaya Karya Bangunan Gedung Tbk, in the last year prior to being appointed by the Board of Commissioners;
   6. Has no direct or indirect personal interest in material Company information;
   7. Not a person in a Public Accounting Firm, Legal Consulting Firm, or other party providing audit services, non-audit services and or other consulting services to PT Wijaya Karya Bangunan Gedung Tbk within the last one year prior to being appointed by the Board of Commissioners;
   8. Has no objection and willing to make and sign a written statement related to the independence requirements as stated above.

Term of Office of the Nomination, Remuneration and GCG Committee

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The following is the term of office for the Nomination, Remuneration and GCG Committee:

1. The term of office of a member of the Board of Commissioners who concurrently serves as a member of the Nomination, Remuneration & GCG Committee, is the same as the term of office of the appointment as a member of the Board of Commissioners as determined by the General Meeting of the Shareholders and/or the Decision of the Board of Directors as applicable to the Articles of Association/ Bylaws of PT Wijaya Karya Bangunan Gedung Tbk;
2. The term of office for members of the Nomination, Remuneration & GCG Committee who are not members of the Board of Commissioners is 3 (three) years and can be extended in accordance with the applicable legal provisions;
3. Members of the Nomination, Remuneration & GCG Committee who are not members of the Board of Commissioners may be reappointed based on the Decision of the Board of Commissioners;

The Board of Commissioners may dismiss members of the Committee who are not members of the Board of Commissioners at any time if the Chairman of the Committee considers that he is not carrying out his duties as stated in the decision letter regarding the appointment of Committee members.

Duties and Responsibilities of the Nomination, Remuneration and GCG Committee

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The Nomination, Remuneration and GCG Committee has the following duties and responsibilities in carrying out its functions:

1. Regarding the Remuneration policy:
   1. Evaluate the remuneration policy;
   2. Provide recommendations to the Board of Commissioners regarding:
      1. Remuneration policy of the Board of Commissioners and the Board of Directors to be submitted to the General Meeting of Shareholders;
      2. Remuneration policy of Executive Officers and employees as a whole to be submitted to the Board of Directors;
      3. Developing the systems/policies and the amount of remuneration for members of the Board of Commissioners and members of the Board of Directors, which can be in the form of:
         • Salary
         • Honorarium
         • Incentives
         • Fixed and variable allowances
2. Regarding the Nomination policy:
   1. Prepare and provide recommendations regarding the system and procedures for selecting and/or replacing members of the Board of Commissioners and Board of Directors to the Board of Commissioners, to be submitted to the GMS;
   2. Provide recommendations regarding candidates for members of the Board of Commissioners and/or Board of Directors to the Board of Commissioners, to be submitted to the GMS;
   3. Provide recommendations regarding the Independent Parties who will become members of the Audit and Risk Committee and Risk Monitoring Committee to the Board of Commissioners.
3. Regarding the GCG policy:
   1. Conduct studies, evaluations and recommendations to the Board of Commissioners on the implementation of Good Corporate Governance at PT Wijaya Karya Bangunan Gedung Tbk.;
   2. Conduct studies on the company’s compliance with the applicable laws and regulations that are relevant to the characteristics of the company’s field of activity, including those governing the corporate legal entities, state-owned legal entities, the capital markets, construction services, agreements, and corporate governance;
   3. Provide objective, professional and independent opinions and/or inputs on matters that require attention, follow-up, or other matters that can assist the implementation of the Board of Commissioners’ duties in relation to the GCG practices;
   4. Conduct a study on the conformity of the Standard Operating Procedures (SOP) provisions with the applicable and relevant laws and regulations and code of ethics;
   5. Develop a Self-Assessment tool and conduct a Self Assessment on the Committee’s performance, to be reported to the Board of Commissioners;
   6. Document the results of the implementation of the Committee’s duties and to report them to the Board of Commissioners on a Periodic basis;
   7. Carry out special duties and other duties of the Board of Commissioners that are not in conflict with the applicable and relevant laws and regulations, the company’s regulations, the code of corporate governance of PT Wijaya Karya Bangunan Gedung Tbk., the company’s code of ethics, the Board Manual, and the other provisions in this charter;
   8. Evaluate GCG and Ethical Standards policies as well as to follow up on the assessment results conducted by the external consultants.
4. Carry out other duties assigned by the Board of Commissioners.

Authority of the Nomination, Remuneration and GCG Committee

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The Nomination, Remuneration and GCG Committee has the following authorities, among others:

1. Review the books, letters, and other documents, check cash and other securities for verification purposes, and examine the Company’s assets;
2. Request an explanation from the Board of Directors and/or other officials regarding all issues related to the nomination, remuneration and GCG;
3. Understand all policies and actions that have been implemented by the Board of Directors regarding nomination, remuneration, and GCG;
4. Request the Board of Directors and/or other officials under the Board of Directors with the knowledge of the Board of Directors to attend the meetings of the Nomination, Remuneration, and GCG Committee;
5. If deemed necessary, to engage experts for matters concerning the nomination, remuneration, and GCG within a certain period of time at the expense of the Company;
6. Carry out other supervisory authorities as long as they are not in conflict with the laws and regulations, the Articles of Association, and/or the resolutions of the GMS.

Number, Composition, and Structure of the Nomination, Remuneration and GCG Committee in 2022

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1. Members of the Nomination, Remuneration and GCG Committee consist of at least 3 (three) people with 1 (one) member of the Board of Commissioners as chairman and 2 (two) other members. Members of the Nomination, Remuneration and GCG Committee are from:
   1. Members of the Board of Commissioners;
   2. External parties;
   3. Parties in the managerial positions under the Board of Directors in charge of HR.
2. Member of the Nomination, Remuneration and GCG Committee whose position as a member of the Independent Board of Commissioners acts as the Chairman of the Committee;
3. Members of the Nomination, Remuneration and GCG Committee who are not members of the Board of Commissioners may not concurrently serve as members of other Committees within PT Wijaya Karya Bangunan Gedung Tbk in the same period.

Composition of Nomination, Remuneration, and GCG Committee

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The structure and composition of the Nomination, Remuneration, and GCG Committee as of December 31, 2022 is as follows:

Profile of the Nomination, Remuneration, and GCG Committee

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Ance
Chairman
Ance's profile can be viewed on the Board of Commissioners page.

Bambang Pramujo
Member
Bambang Pramujo's profile can be viewed on the Board of Commissioners page.

Abdul Muis Yusuf
Member
Abdul Muis Yusuf’s profile can be viewed on the Manager Profile in the Management Report chapter page 120.

Diah Sulistiorini
Member
Indonesian citizen, 63 years old, born in Surabaya on December 28, 1959. Has served as a member of the Audit and Risk Committee since October 7, 2020. She holds a Bachelor of Economics from the University of Indonesia in 1987 majoring in Accounting.
The positions she has held are as follows:

• Functional Auditor and Consultant of GCG, KPI, and Risk Management at BPKP (1993-2017)
• Audit Committee at PT Jakarta Propertindo (2007)
• Accounting Lecturer at the College of Risk Management and Insurance (2000-2006)
• Auditing Lecturer at the Faculty of Economics at the University of Indonesia (2003-2004)
• BNI and Perum Pegadaian Training Lecturer in Introduction to Accounting, Budgeting, and Taxation at the Management Institute, Faculty of Economics, University of Indonesia (2000-2004)

Independence of the Nomination, Remuneration and GCG Committee

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All members of the Nomination, Remuneration and GCG Committee from the independent parties have no financial, management, share ownership and/or family relationship with the Board of Commissioners, the Board of Directors and/ or the Controlling Shareholders or any relationship with the Company, which may affect their ability to act independently. The statement of independence of the Nomination, Remuneration and GCG Committee of the Company was prepared based on the Financial Services Authority Regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee for Issuers or Public Companies.

Nomination, Remuneration and GCG Committee Meeting

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The Provisions for the Nomination, Remuneration and GCG Committee Meetings are as follow:

1. The Nomination, Remuneration, and GCG Committee meets at least once in 3 (three) months to complete the Nomination, Remuneration, and GCG Committee Work Program;
2. If deemed necessary, the Committee may invite other parties related to the meeting materials to attend the meeting upon the acknowledgement of the relevant members of the Board of Directors;
3. Committee meetings are to be chaired by the Committee Chairperson. If the Chairperson of the Committee is unable to attend, the meeting is to be chaired by the most senior member of the Nomination, Remuneration, and GCG Committee, if the meeting cannot be attended by the Chairperson and/or the senior member the meeting is considered cancelled;
4. Summons for the meetings are made by the Chairman of the Committee;
5. Summons for the meetings shall be made at least 7 (seven) days and in case of urgency at least 2 (two) days prior to the date of the meeting, by stating the day, date, hour, place and agenda of the meeting to be discussed and whether the meeting will be held at the domicile of the Company or at any other place in the territory of the Republic of Indonesia as agreed;
6. Committee meeting decisions which, according to the chairperson of the meeting are strategic, will only become effective if they have been decided by a meeting of the Board of Commissioners;
7. Everything discussed and decided at the Committee meeting, including dissenting opinions, is stated in the Minutes of Meeting signed by all members of the Committee present, as valid evidence of the decisions taken at the meeting;
8. Each member of the Committee is given the widest possible freedom to express his/her professional opinion in the discussion of each meeting agenda without any intervention;
9. Each member of the Committee is entitled to receive a copy of the Minutes of the Meeting even if he/she is not present at the meeting;
10. Meeting attendance of the Committee members are reported in the Committee’s quarterly and annual reports;
11. The number of meetings and the number of attendance of each Committee member in the meeting as well as a brief Committee report containing important issues discussed by the Committee must be disclosed in the Annual Report;
12. The rules for the Committee Meetings are set out in separate rules.

Nomination, Remuneration and GCG Committee Meeting Attendance Recapitulation

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Nomination, Remuneration and GCG Committee Duties Implementation Report in 2022

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Throughout 2022, the Nomination, Remuneration and GCG Committee carried out activities in fulfilling its duties and responsibilities as set out in the following table.