Legal Basis for Establishment
PT Boston Furniture Industries Tbk (the “Company”) establishes a Nomination and Remuneration Committee in compliance with the provisions of the Financial Services Authority (OJK) Regulation No. 34/POJK.04/2014 concerning the Nomination and Remuneration Committee for Issuers or Public Companies.
The function of the Nomination and Remuneration Committee is to assist the Board of Commissioners in fulfilling its responsibilities regarding compensation, bonuses, short-term and long-term incentives, and other matters relating to remuneration and nomination of the Board of Commissioners, the Board of Directors, and the Company’s employees.

Duties and Responsibilities
The Nomination and Remuneration Committee shall have at least the following duties and responsibilities:

1. Related to the Nomination function:
1. provide recommendations to the Board of Commissioners regarding:
1. the composition of positions for the members of the Board of Directors and/or members of the Board of Commissioners;
2. policies and criteria required in the nomination process; and
3. performance evaluation policies for members of the Board of Directors and/or members of the Board of Commissioners;
2. Assist the Board of Commissioners in assessing the performance of the Board of Directors and/or the Board of Commissioners based on predetermined benchmarks for evaluation purposes;
3. provide recommendations to the Board of Commissioners regarding capability-development programs for members of the Board of Directors and/or the Board of Commissioners
4. propose candidates who meet the requirements to serve as members of the Board of Directors and/or the Board of Commissioners to the Board of Commissioners for submission to the General Meeting of Shareholders (GMS).
2. Related to the Remuneration function:
1. provide recommendations to the Board of Commissioners regarding:
1. The remuneration structure;
2. The remuneration policy; and
3. The amount of remuneration;
2. assist the Board of Commissioners in evaluating performance relative to the remuneration received by each member of the Board of Directors and/or the Board of Commissioners

Composition and Membership Structure

1. The Nomination and Remuneration Committee shall consist of at least 3 (three) people with the following composition:
1. 1 (one) chairperson who is concurrently a member, and who must be an Independent Commissioner
2. 2 (two) other members, who may be:
1. Members of the Board of Commissioners;
2. Individuals from outside the Company; or
3. Individuals in managerial positions under the Board of Directors responsible for human resources.
2. Membership Structure:
1. the majority of the other members must not be individuals in a managerial position under the Board of Directors responsible for human resources.
2. any member from outside the Company must meet the following requirements:
1. not have any affiliation with the Company, the Board of Directors, the Board of Commissioners, or the Company’s major shareholders;
2. possess relevant experience in nomination and/or remuneration matters; and
3. not serve as a member of any other committee of the Company.
3. must not be a member of the Company’s Board of Directors.

Work Procedures
The Nomination and Remuneration Committee shall carry out the following procedures:

1. Nomination Function:
1. Formulate the composition and nomination process for the members of the Board of Directors and/or the Board of Commissioners.
2. Develop policies and criteria required in the nomination process for candidates for the Board of Directors and/or Board of Commissioners.
3. Assist in carrying out the performance evaluation of members of the Board of Directors and/or the Board of Commissioners.
4. Design capability-development programs for members of the Board of Directors and/or the Board of Commissioners.
5. Review and propose candidates who meet the qualifications to serve as members of the Board of Directors and/or the Board of Commissioners to the Board of Commissioners for submission to the GMS.
2. Renumeration Function:
1. When carrying out its Remuneration function, the Nomination and Remuneration Committee shall observe the following procedures:
1. establish the remuneration structure for members of the Board of Directors and/or the Board of Commissioners, which may include:
1. Salary;
2. Honorarium;
3. Incentives; and/ or
4. Fixed and/ or variable allowances.
2. Develop the remuneration policy for members of the Board of Directors and/or the Board of Commissioners.
3. Determine the remuneration amounts for members of the Board of Directors and/or the Board of Commissioners.
2. The formulation of the remuneration structure, policy, and amounts must take into account the following factors and be evaluated by the Nomination and Remuneration Committee at least once a year:
1. Remuneration standards applicable in industries with similar business activities and on a scale comparable to the Company within its industry;
2. The duties, responsibilities, and authority of members of the Board of Directors and/or Board of Commissioners in relation to achieving the Company’s objectives and performance;
3. Performance targets or achievements of each member of the Board of Directors and/or the Board of Commissioners; and
4. The balance between fixed and variable allowances.

Meeting Procedures

1. Meetings must be attended by all members or at least a majority of the members, with one of those making up that majority being the Chairperson.
2. The Committee must meet at least once every 4 (four) months.
3. Decisions of the Nomination and Remuneration Committee are made based on consensus. If consensus cannot be reached, decisions will be made by a majority vote.
4. The results of Nomination and Remuneration Committee meetings must be documented in written minutes of the meeting and stored by the Company.
5. If there are differing opinions during the decision-making process, such differing opinions, along with the reasons, must be recorded in the minutes of the meeting.
6. Copies of the minutes must be submitted in writing to the Board of Commissioners.

Reporting System
The Nomination and Remuneration Committee shall report on the implementation of its duties, responsibilities, and procedures related to Nomination and Remuneration to the Board of Commissioners. This report is part of the Board of Commissioners’ report on its duties as included in the Company’s Annual Report, which will be presented at the General Meeting of Shareholders.

Term of Office, Appointments, and Replacement Procedures

1. The term of office for all members of the Nomination and Remuneration Committee is from the date of this Board of Commissioners Decree until the end of the term of office of the Board of Commissioners in accordance with the Articles of Association—namely, until the Annual General Meeting of Shareholders or such other term as may be determined by a resolution of the Board of Commissioners, provided that it does not conflict with the regulations of the Financial Services Authority or applicable laws and regulations
2. The tenure of a member of the Nomination and Remuneration Committee ends if:
1. They resign;
2. They no longer meet the applicable legal requirements;
3. They pass away; and
4. They are dismissed by a resolution of the Board of Commissioners.
3. Replacement of any Nomination and Remuneration Committee member who is not a member of the Board of Commissioners must be carried out no later than 60 (sixty) days from the date on which the member can no longer perform his or her duties.

With effect from the date of issuance of these Nomination and Remuneration Committee Guidelines, the Nomination and Remuneration Committee Guidelines set forth in the Decision Letter of the Board of Commissioners of PT Boston Furniture Industries Tbk No. 004/SK-BOC/BFI/I/2020 dated January 17, 2020, are hereby revoked and rendered invalid.