The Nomination & Remuneration Committee as a supporting organ for the Board of Commissioners plays a role in assisting the Board of Commissioners in providing support to the Board of Commissioners in supervising the implementation of nomination and remuneration policies for the Board of Directors, Management Team and Employees.

Nomination & Remuneration Committee Guidelines

The Nomination and Remuneration Committee Charter has been established by the Company’s Board of Commissioners No SK.DK/26/04/03/JAI-2021 to serve as a guideline for the Nomination and Remuneration Committee in carrying out its duties.

Nomination & Remuneration Committee Meeting Policy

The Nomination and Remuneration Committee Meeting Policy is regulated in the Nomination and Remuneration Committee Charter based on SK.DK/26/04/03/JAI-2021.

Duties and Responsibilities of the Nomination & Remuneration Committee

In carrying out its functions, the Nomination and Remuneration Committee’s duties and responsibilities include at least:

1. Main Duties Related to Nominations:

a. Provide recommendations to the Board of Commissioners regarding:

• Composition of positions of members of the Board of Directors and/or members of the Board of Commissioners.
• Policies and criteria required in the nomination process.
• Performance evaluation policy for members of the Board of Directors and/or members of the Board of Commissioners.

b. Carry out activities related to nominations and report them to Shareholders in accordance with applicable legal procedures or provisions.

c. In the event that the Committee considers it necessary to use an independent nomination consultant to carry out a review of the nominations that have been determined, the Committee’s task is to provide input regarding the criteria and competency of the consultant and to monitor the consultant’s work through Human Capital.

2. Main tasks related to remuneration

a. Provide recommendations to the Board of Commissioners regarding the structure, policies and amount of remuneration.
b. Carry out activities related to remuneration and report them to Shareholders in accordance with applicable legal procedures or provisions.
c. In the event that the Committee considers it necessary to use an independent remuneration consultant to review the remuneration that has been determined, the committee’s task is to provide input regarding the criteria and competency of the consultant and to monitor the work of the consultant through Human Capital.

Member of the Nomination & Remuneration Committee

The Nomination & Remuneration Committee members are as follows: