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Corporate Governance

Articles of Association

Meetings of Board of Commissioners and Board of Directors

Meetings of Board of Commissioners
Meetings of the Board of Directors
Joint Meetings of the Board of Commissioners and the Board of Directors

Corporate Secretary

Lucia Herminawati

Corporate Secretary
E. corporate.secretary@proline.co.id
A. PT Prodia Diagnostic Line Tbk.
Jababeka III Industrial Estate, Jl. Tekno Boulevard Block A3 Unit 3A-5-6, Cikarang
P. (021) 8984 2722

Committees

The Nomination and Remuneration Committee was established to assist the Board of Commissioners in carrying out its duties and functions, particularly those related to the nomination and remuneration function, and is accountable to the Board of Commissioners. Based on OJK Regulation Number 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies, the general duties and responsibilities of the Nomination and Remuneration Committee are as follows:

Nomination Function:

  1. Provide recommendations to the Board of Commissioners regarding: a. Composition of positions of members of the Board of Directors and/or Board of Commissioners; b. Policies and criteria required in the nomination process; and c. Performance evaluation policy for members of the Board of Directors and/or Board of Commissioners.
  2. Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/or members of the Board of Commissioners based on benchmarks that have been prepared as evaluation material.
  3. Provide recommendations to the Board of Commissioners regarding development programs for members of the Board of Directors and/or Board of Commissioners.
  4. Prepare and provide recommendations regarding the system and procedures for selecting and/or replacing members of the Board of Directors and/or Board of Commissioners to the Board of Commissioners.
  5. Provide proposals for candidates who meet the requirements as members of the Board of Directors and/or members of the Board of Commissioners to members of the Board of Commissioners to be submitted to the GMS.
  6. Provide recommendations regarding independent parties who will become members of the Audit Committee and Other Committees to the Board of Commissioners.

Remuneration Function

  1. Conducting an evaluation of the Remuneration policy based on performance, risk, fairness with the peer group, the Company's long-term goals and strategies, fulfillment of reserves as stipulated in laws and regulations and the Company's potential future income.
  2. Submitting evaluation results and recommendations to the Board of Commissioners regarding: (a) remuneration policies for the Board of Directors and the Board of Commissioners to be submitted to the GMS; and (b) remuneration policies for employees as a whole to be submitted to the Board of Directors.
  3. Ensure that the Remuneration policy complies with applicable provisions.
  4. Conduct periodic evaluations of the implementation of the Remuneration policy.
  5. Provide recommendations to the Board of Commissioners regarding: (a) remuneration structure, (b) remuneration policy; and (c) amount of remuneration.
  6. Assist the Board of Commissioners in conducting performance assessments in accordance with the remuneration received by each member of the Board of Directors and/or Board of Commissioners.

The Nomination and Remuneration Committee's duties and responsibilities, authority, membership, and meetings are fully outlined in the Nomination and Remuneration Committee Charter. This Nomination and Remuneration Committee Charter may be reviewed and adjusted based on applicable provisions and regulations.

Based on the Decree of the Board of Commissioners No. 2026.g-EKS.050 dated February 20, 2026, the composition of the Company's Nomination and Remuneration Committee Members is as follows:

  1. Chairman: Emmanuel Lestarto Wanandi
  2. Member: Andi Widjaja
  3. Member: Endang Wahjuningtyas Hoyaranda
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