C. Assessment on Good Corporate Governance
2. Board of Directors Meetings
Disclosure of the Board of Directors Meetings is based on Financial Services Authority Circular Letter No. 30/SEOJK.04 /2016 concerning the Form and Contents of the Annual Report of the Issuer or Public Company in Chapter III on the Content of the Annual Report, which states that the Governance Report of Issuer or Public Company contains a brief
Reference
Reference of the implementation of Board of Directors is as follows:
a. Article 16 paragraph 1 of Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of the Issuer or Public Company, which states that the Board of Directors shall hold meetings periodically at least 1 (one) time once every month.
b. Article 16 paragraph 2 of Financial Services Authority Regulation No. 33/POJK.04/2014 concerning the Board of Directors and Board of Commissioners of the Issuer or Public Company, which states that the Board of Directors shall hold a meeting of the Board of Directors together with the Board of Commissioners on a periodic basis of at least 1 (one) time in 4 (four) months.
c. Article 20 of Financial Services Authority Regulation No. 55/POJK.03/2016 on the Application of Governance for Commercial Banks states that any policies and strategic decisions are decided through the Board of Directors meeting with due regard to supervision in accordance with the duties and responsibilities of the Board of Commissioners.
Meeting Policy
The governance guidelines of the Company govern the policy of the Board of Directors Meeting in Part II on the Implementation of Governance Principles Procedures - Chapter IV concerning the Code of Conduct and Guidelines of the Board of Directors, which essentially states that Board of Directors meetings are held at least 1 (one) time in each month and the Board of Directors shall hold a meeting of the Board of Directors together with the Board of Commissioners on a periodic basis of at least 1 (one) time in 4 (four) months.
Implementation
During 2017, the Board of Directors held 43 (forty three) meetings.
The Company has complied with the provisions of Financial Services Authority Regulation concerning the Minutes of the Board of Directors and the joint meetings of the Board of Directors and Board of Commissioners.
Decision-making is done by consensus deliberation.
In the absence of consensus deliberations, decision- making is based on the majority of votes. All decisions taken in the Board of Directors meetings are binding.
Any dissenting opinion that occurs in a Board of Directors meeting must be clearly stated in the minutes of the meeting along with the reasons for the difference of opinion.
Attendance and Schedule of Board of Directors Meetings
The frequency of meetings and attendance of members of the Board of Directors during 2017 are as follows:
Name Position Number of Meetings Attendance Percentage
Jahja Setiaatmadja President Director 43 35 81%
Eugene Keith Galbraith Deputy President Director 43 40 93%
Armand Wahyudi Hartono Deputy President Director 43 33 77%
Suwignyo Budiman Director 43 40 93%
Henry Koenaifi Director 43 33 77%
Tan Ho Hien/Subur/Subur
Tan Director (also the Director
of Compliance) 43 39 91%
Erwan Yuris Ang Independent Director 43 35 84%
Rudy Susanto Director 43 31 72%
Lianawaty Suwono Director 43 40 93%
Santoso Director 43 38 88%
Inawaty Handoyo Director 43 37 86%
The schedule of 2017 meetings has been posted on the Company’s website and can be accessed at https://www.bca.
co.id/en/Tentang-BCA/Tata-Kelola-Perusahaan/Tentang-Tata-Kelola-Perusahaan
Schedule and agenda of Board of Directors Meetings during 2017 are as follows:
No Month Date Meeting Agenda, among others:
1 January 2017 10, 12, 19, 26 Discussion and Reports of Regional Offices, among others:
• regional office discussion : economy condition, business and performance.
• Jabodetabek regional office brainstorming
• National regional office brainstorming
Discussion business strategy and banking solution, among others:
• Passport chip launching
• ATM for disable
• status update of Operating model review
• Corporate scorecard for Key Performance Indicator alignment
• Update new agreement for bancassurance
• Update UMKM and loan potential programme
• Funding Loyalty program
• Partnership credit card cobrand BCA extention
• Strategic action plan for wealth management
• Discussion of KUR
• Security & privacy protection insurance
• Branchless banking
• virtual account multi credit
• Update preparation of domestic card
• Update of company asset management
• Recovery plan of 2018
• Profitability analyst
Discussion and report from the Finance and Planning Division among others :
• Bank Business Plan and the work plan anf Annual budget
• The recommendation of Profitability usage and dividend allocation
• Financial and bank performance report
• Adjustability of main structure
Business potential development, among others :
• The usage of three gold chances
• Seamless commerce
• Socialization of invest assessment and life cycle fund
• Core GL evaluation result
Discussion of organizational development among others:
• Man power planning & organizational structure
• Corporate image management, corporate uniform concept
• Review working space
• Corporate scorecard for Key Performance Indicator alignment
• Adjustment of the Board of Directors’s right for consumer credit rate’s decision
• Key Performance Indicator IT development, among others :
• Finhack 2017
• Software IBM license
Discussion of corporate action, among others,
• Corporate action planning for subsidiaries company.
• AGMS preparation
• Ownership restructuring for subsidiaries company.
2 February 2017 2, 3, 9, 16, 23
3 March 2017 2, 3, 16, 23
4 April 2017 6, 11, 13, 20
5 May 2017 4, 9, 18
6 June 2017 8, 22
7 July 2017 6 , 13, 20, 27
8 August 2017 3, 16, 24, 28, 31
9 September 2017 14
10 October 2017 19, 26
11 November 2017 2, 9, 14, 28, 30 12 December 2017 4, 14, 20,21
No Month Date Meeting Agenda, among others:
The corporate governance management, risk management, internal control and compliance, among others:
• Special Discussion of BCA ATM
• ATM Service Management strategy because of Telkom 1 satelit disturbance
• Risk Based Approach Company
• Regulation update
• Quality assurance review of Internal audit function Discussion of Survey result, among others:
• Outlook economy update 2017
• Macro economy update 2017 + Customers Survey Result
• Customer engagement study 2016
• EFMA 2h2017 in house briefing
• The report of derivative transaction in Indonesia capital market 2017
• Analytic data
Subsidiaries company’s update, among others:
• Performance semester 1 2017, ,CSF, BCA Sekuritas, BCA Insurance, BCA Syariah, BCA Finance, BCA Life
The schedule of the 2017 meeting is published on the Company’s website and can be accessed at https://www.bca.co.id/
en/Tentang-BCA/Tata-Kelola-Perusahaan/Tentang-Tata-Kelola-Perusahaan.
Board of Directors Meeting Plan in 2018
The Company has scheduled Board of Directors meeting as follows:
Schedule of the Board of Directors Meeting in 2018
January - April May - August September - December
Month Date Month Date Month Date
January 25 May 3, 17 September 6, 13
February 1, 8 June 7, 28 October 11, 18, 25
March 1, 8, 15 July 5, 12, 19 November 8, 22
April 5, 12, 19 August 2, 9 December 13
The schedule may change at any time as needed. The schedule of 2018 meetings has been posted on the Company’s website and can be accessed at https://www.bca.co.id/en/Tentang-BCA/Tata-Kelola-Perusahaan/Tentang-Tata-Kelola- Perusahaan.