Based on Law No. 40 of 2007 concerning Limited Liability Companies, the Board of Commissioners is the corporate organ that has the duty and responsibility to carry out general and/or special supervision in accordance with the Articles of Association, provide advice to the Board of Directors, and ensure the implementation of governance principles in every business activity at all levels of the organization.
1. The Board of Commissioners’ Charter
In carrying out duties and responsibilities, the Board of Commissioners of BCA is guided by the Board of Commissioners’ Charter so each member can perform the supervisory function effectively, efficiently, accountably, transparently and independently. The Board of Commissioners’ Charter refers to OJK Regulation No. 55/POJK.03/2016 on the Implementation of Governance for Commercial Banks and OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies. These guidelines are evaluated and updated periodically with reference to the prevailing laws and regulation.
The Board of Commissioners’ Charter is listed in the BCA Governance Guidelines and can be accessed by the public through BCA website in the Corporate Governance Section (https://www.bca.co.id/en/
tentang-bca/tata-kelola-perusahaan/struktur- organisasi).
In general, the Board of Commissioners’ Charter regulates the following:
a. Composition and Criteria for the Board of Commissioners;
b. Criteria/Requirements of the Board of Commissioners;
c. Independent Commissioner;
d. Criteria for the Independent Commissioner;
e. Term of Office of the Board of Commissioners;
f. Appointment of the Board of Commissioners;
g. Concurrent Position of Board of Commissioners;
h. Obligations, Duties, Responsibilities and Authorities of the Board of Commissioners;
i. Main Duties of the President Commissioner;
j. Approval and Actions of the Board of Commissioners;
k. Prohibition of the Board of Commissioners;
l. Transparency Aspects for the Board of Commissioners;
m. Orientation of the Board of Commissioners;
n. Training for the Board of Commissioners;
p. Board of Commissioners meeting;
q. Reporting and Accountability;
r. Remuneration;
s. Lending to the Board of Commissioners; as well as
t. Self-Assessment of the Board of Commissioners.
2. Duties and Responsibilities of the Board of Commissioners
The duties and responsibilities of the BCA Board of Commissioners include the following:
a. Supervise BCA management policies and the general management activities for the interest of BCA in accordance with BCA’s purposes and objectives.
b. Directing, monitoring and evaluating the
implementation of BCA’s strategic policies and giving advise to the Board of Directors in accordance with the purposes and objectives of the BCA’s Articles of Association.
c. Ensure the implementation of the principles of the Corporate Governance are carried out in every business activity at all levels of BCA organization, at least through monitoring of the following:
1) Implementation of the duties and responsibilities of the Board of Commissioners and the Board of Directors;
2) Completeness and implementation of the duties of the committees and work units that carry out the internal control function;
3) Implementation of remuneration policy and periodic evaluation of the remuneration policy;
4) Implementation of the compliance, internal auditor and external auditor functions;
5) Implementation of risk management, including internal control systems;
6) Provision of funds to related parties and provision of large funds;
7) BCA’s strategic plan;
8) Transparency of the financial and non- financial conditions;
9) Approve and periodically review the BCA’s vision, mission and core values.
d. Supervise the implementation of Integrated Governance.
e. Ensure that the Board of Directors has followed up on audit findings and recommendations from the Internal Audit Division, external auditors, the results of supervision by the OJK, Bank Indonesia, and/or other authorities.
f. Provide approval on the merger, consolidation, and/or integration plan, which contains
g. Notifying the OJK/Bank Indonesia no later than 7 (seven) working days since the finding of violation of laws and regulations in the financial and banking sector and/or circumstances or predicted condition that may endanger the business continuity of BCA.
h. Establish:
1) Audit Committee;
2) Risk Oversight Committee;
3) Remuneration and Nomination Committee;
and
4) Integrated Governance Committee.
The Board of Commissioners must ensure that the committees established perform their duties effectively and evaluate the performance of the committees at the end of the fiscal year.
i. Hold meetings and prepare minutes of meeting in carrying out the following:
1) Regular meetings of the Board of Commissioners at least once every 2 (two) months or 6 (six) times per year in accordance with applicable laws and regulation.
2) Regular meetings of the Board of Commissioners with the Board of Directors at least once every 4 (four) months.
j. Under certain conditions, holding the Annual GMS and other GMS in accordance with respective authorities as stipulated in the applicable laws and regulations, and BCA’s Articles of Association.
k. Create and submit reports to the Annual GMS, the OJK or other parties.
l. Approved the Bank’s Business Plan and Sustainable Financial Action Plan prepared by the Board of Directors.
Duties and Responsibilities of President Commissioner
The President Commissioner carries out the same duties and responsibilities as the Board of Commissioners above, added with other duties and responsibilities, as follows:
a. Summon for meetings of the Board of Commissioners.
b. Lead the Board of Commissioners meetings.
c. Lead the General Meeting of Shareholders.
d. Coordinate the implementation of the duties and responsibilities of the Board of Commissioners.
In accordance with their duties and responsibilities, the Board of Commissioners of BCA was not involved in making decisions about BCA’s operational activities throughout 2022.
3. Authorities of the Board of Commissioners
In carrying out its duties and responsibilities, the BCA Board of Commissioners has the authority to:a. Entering buildings or other locations used or controlled by BCA, inspecting all books, letters, and other evidence, inspecting and matching the condition of cash and other items, and being aware of all actions taken by the Board of Directors.
b. Request for clarifications from the Board of Directors on all matters regarding BCA.
c. Temporarily terminate one or more members of the Board of Directors, should any of the member of the Board of Directors act contrary to the BCA’s Articles of Association, cause harm to BCA, neglect obligations, and/or violate the prevailing laws and regulations.
d. Propose replacement and/or appointment of members of the Board of Directors to the GMS with due regard to the recommendations of the Remuneration and Nomination Committee.
e. Evaluate and decide upon the Board of Directors’
requests related to the transactions that require the approval of the Board of Commissioners in accordance with BCA’s Articles of Association as follows:
1) Lend money or providing credit facilities or other banking facilities that resembles or result in money borrowing:
i. to related parties as stipulated in the provisions of Bank Indonesia, the OJK or other authorized institutions concerning the Legal Lending Limit for Commercial Banks;
ii. which exceeds a certain amount that from time to time shall be determined by the Board of Commissioners.
2) Provide a collateral or debt security (borgtocht):
i. in order to guarantee payment obligations of related parties to other parties as stipulated in the provisions of Bank Indonesia, the OJK or other authorized agencies concerning the Legal Lending Limit for Commercial Banks;
ii. in order to guarantee the obligations of other parties for amounts exceeding a certain amount which from time to time will be determined by the Board of Commissioners.
3) Purchase or otherwise acquire immovable property, except for the purpose of implementing what is stipulated in point q paragraph 2 Article 3 of BCA’s Articles of Association which exceeds
a certain amount from time to time will be determined by the Board of Commissioners, that is to carry out other activities that are commonly carried out by banks as long as they are not contrary to prevailing laws and regulations, including actions in the context of restructuring or saving credit including buying collateral, either in whole or in part, through an auction or other means, in the event that the debtor does not fulfill its obligations to the bank provided that the collateral purchased is mandatory disbursed as soon as possible.
4) Establish a new company, undertake or dispose or reduce capital participation or increase capital participation, except:
i. Additional capital participation from BCA stock dividends, or;
ii. Equity participation in the context of credit rescue;
with due regard to the prevailing laws and regulation.
5) Borrow money that is not included in regulation that referred to the Articles of Association of BCA, namely collecting funds from the public in the form of deposits such as current account, time deposits, certificates of deposit, savings, and/or other equivalent forms.
6) Transfer or relinquish BCA claim rights which have been written off, either in a part or in a whole, the amount of which will be determined from time to time by the Board of Commissioners.
7) Sell, transfer or relinquish rights or collateralizing/guaranteeing BCA’s assets above a certain value that will be determined from time to time by the Board of Commissioners but less than or equal to ½ (one-half) of the total net worth of BCA recorded in the BCA balance sheet, either in 1 (one) transaction or in several independent transactions or related to each other in 1 (one) fiscal year.
8) Carry out legal actions or transactions that are strategic in nature and may have a significant impact to the continuity of BCA’s business, that the type of legal action or transaction from time to time will be determined by the Board of Commissioners.
The Board of Commissioners observes the provisions of the BCA’s Articles of Association, the Board of Commissioners’ Charter, and the prevailing laws and regulations in order to carry out its duties, responsibilities and authority.
4. Criteria for the Members of the Board of Commissioners
Members of the Board of Commissioners of BCA are individuals who meet the criteria and requirements in accordance with OJK Regulation No. 33/
POJK.04/2014 concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies, OJK Regulation No. 55/POJK.03/2016 concerning Implementation of Good Corporate Governance for Commercial Banks, and OJK Regulation No. 27/ POJK.03/2016 concerning Fit and Proper Test for Main Parties of Financial Service Institutions. The criteria for members of the Board of Commissioners can also be found in in the Board of Commissioners’ Charter which can be downloaded in the Organizational Structure Section of the BCA website (https://www.bca.co.id/en/tentang-bca/
tata-kelola/struktur-organisasi).
The criteria for the Board of Commissioner members are as follows:
a. Have good character, morals and integrity.
b. Be competent in carrying out legal actions.
c. Within 5 (five) years before appointment and during their tenure:
1) Have never been convicted of a criminal offense that is detrimental to the state finances and/or related to the financial sector; and
2) Have never been a member of the Board of Directors and/or a member of the Board of Commissioners who during their tenure:
i. Not held an Annual GMS
ii. Accountability as a member of the Board of Directors and/or a member of the Board of Commissioners has been rejected by the GMS or does not provide accountability as a member of the Board of Directors and/or a member of the Board of Commissioners to the GMS; and
iii. Had caused a company that has obtained permits, approvals, or registrations from OJK fail to comply its obligation to submit annual reports and/or financial reports to OJK.
d. Has a commitment to comply with laws and regulations.
f. Meet the following requirements for integrity, competence and financial reputation:
1) Integrity requirements, including:
i. capable of carrying out legal actions;
ii. has good character and morals, at least shown by the attitude of complying with applicable provisions, including have never been convicted for a crime in a certain period before being nominated;
iii. has a commitment to comply with laws and regulations and uphold OJK policies;
iv. has a commitment towards the development of a healthy financial services institution;
v. not included as a party prohibited from being a main party;
vi. have a commitment not to commit and/or repeat actions and/or activity that cause the person concerned to be included as a party prohibited from becoming a Main Party.
2) Competency requirements, including:
i. knowledge in banking which is adequate and relevant to the position;
ii. experience and expertise in banking and/or financial sector.
3) Financial reputation requirements, at least evidenced by:
i. not having bad credit and/or non performing loan; and
ii. has never been declared bankrupt and/or has never been a shareholder, controller of an insurance company who is not a shareholder, a member of the Board of Directors, or a member of the Board of Commissioners found guilty of causing a company to be declared bankrupt within the last 5 (five) years before being nominated.
4) Has passed the Fit and Proper Test in accordance with OJK Regulations.
5. Nomination for Members of the Board of Commissioners
The nominations for members of the Board of Commissioners refer to Article 7 and Article 26 of OJK Regulation No. 33/POJK.04/2014 concerning the Board of Directors and The Board of Commissioners of Issuers or Public Companies and Article 27 of OJK Regulation No. 55/POJK.03/2016 concerning Implementation of Good Corporate Governance for Commercial Banks.
Nomination Mechanism
BCA has arrangements related to the nomination mechanism in the Mechanism for Nomination of Members of the Board of Commissioners and the Board of Directors documents, which can be accessed by the public through the BCA website in the Corporate Governance Section (https://
www.bca.co.id/en/tentang-bca/tata-kelola/acgs/
kebijakan-gcg).
Referring to Article 49 of OJK Regulation No. 55/
POJK.03/2016 concerning Implementation of Good Corporate Governance for Commercial Banks, the mechanism for nominating members of the Board of Commissioners is as follows:
a. Proposals from Shareholders/Board of Commissioners/President Director related to the nominations of the Board of Commissioners are submitted to the Board of Commissioners.
b. The Board of Commissioners requests the Remuneration and Nomination Committee (RNC) to discuss proposals related to the nomination of the Board of Commissioners.
c. RNC conducts discussions related to the proposal in the RNC. The discussion is outlined in the minutes of the RNC meeting. Matters to be considered in the meeting includes:
1) Reasons and/or considerations for the proposal (among other things based on interview results, financial reputation studies, experience, track record, and public opinion circulating in various media);
2) Criteria and qualifications for the candidate in accordance with the direction of the BCA strategy;
3) RNC has carried out the following steps:
i. Pay attention to external and internal conditions in accordance with the direction of BCA’s strategy;
ii. Communicate with the Controlling Shareholder (if the proposal is not from the Controlling Shareholder).
d. After conducting the discussion, RNC provides recommendations to the Board of Commissioners as outlined in the RNC Decree.
e. Based on the RNC’s recommendations, the Board of Commissioners submits candidates for the Board of Commissioners to the chairman of the GMS through the Board of Commissioners’
Decree.
f. The GMS Chairman requests for Shareholders’
approval in the GMS agenda related to the nominations of the Board of Commissioners.
g. After obtaining approval from the GMS, the approval shall be set forth in the minutes of the GMS which form the basis of the Fit and Proper Test of the candidates for the Board of Commissioners.
h. BCA may use third parties’ services to search for candidates of the Board of Commissioners.
The explanation of the nomination flow above is shown in the diagram below:
Nomination Mechanism of Members of Board of Commissioners of BCA Shareholders / Board
of Commissioners/
President Director
Board of
Commissioners RNC GMS Fit and Proper Test
PT Bank Central Asia Tbk
Nomination Proposal (Candidate for
the Board of Commissioners BCA
Finish The Chairman of
the GMS request for shareholder
approval
Acceptance of fit and proper test
results Preparation and fulfillment of the fit and proper test
process Approval is set
forth in the minutes of the GMS (basis
of fit and proper test) Discussion in
the RNC meeting Submit
proposals to RNC
Submission of candidate
proposals to the GMS Chairman through
the Board of Commissioner’
Decree
RNC Decree
Yes No
6. Number and Composition of the Members of the Board of Commissioners
BCA has determined the number and composition of members of the Board of Commissioners in accordance with OJK Regulation No. 55/POJK.03/2016 concerning Implementation of Good Corporate Governance for Commercial Banks.
OJK Regulation No. 55/POJK.03/2016 concerning Implementation
of Good Corporate Governance for Commercial Banks BCA Implementation Have at least 3 (three) people and at most the same as the
number of members of the Board of Directors. There are 5 (five) members of the Board of Commissioners
Have at least 1 (one) member of the Board of Commissioners
domiciled in Indonesia. All members of the BCA’s Board of Commissioners are domiciled in Indonesia.
Have Independent Commissioner at least 50% (fifty percent) of
the total members of the Board of Commissioners. The number of BCA Independent Commissioners is 3 (three) people or 60% (sixty percent) of the total members of the Board of Commissioners of BCA.
As of December 31, 2022, BCA has 5 (five) members of the Board of Commissioners, consisting of 1 (one) President Commissioner, 1 (one) Commissioner, and 3 (three) Independent Commissioners. The number of BCA Board of Commissioners members does not exceed the number of BCA Board of Directors members. The number of BCA Independent Commissioners is 60% (sixty percent) of the total members of BCA Board of Commissioners. All members of the BCA Board of Commissioners are domiciled in Indonesia.
Since there were no changes to the Board of Commissioners’ composition throughout 2022, BCA does not present reasons for changes to the Board of Commissioners’ composition in this Annual Report. The composition of member of BCA Board of Commissioners in 2022 is contained in the Statement of Meeting Resolutions Deed of PT Bank Central Asia Tbk No. 33 dated May 10, 2022, made in the presence of Christina Dwi Utami, S.H. M.Hum., M.Kn., Notary in Jakarta.
The Composition of BCA Board of Commissioners as of December 31, 2022
Name Position Approval Letter No. Term of Office
Djohan Emir Setijoso President Commissioner 13/99/GBI/DPIP/Rahasia dated
August 25, 2011 2021 – 2026
Tonny Kusnadi Commissioner 5/4/DpG/DPIP/Rahasia dated
September 4, 2003 2021 – 2026
Cyrillus Harinowo Independent
Commissioner 5/4/DpG/DPIP/Rahasia dated
September 4, 2003 2021 – 2026
Raden Pardede Independent
Commissioner 8/84/DPB3/TPB3-2 dated
August 16, 2006 2021 – 2026
Sumantri Slamet Independent
Commissioner SR-117/D.03/2016 dated July 11, 2016 2021 – 2026 All members of the Board of Commissioners of
BCA have obtained approval from Bank Indonesia (currently the OJK) and have passed the fit and proper test from Bank Indonesia (currently the OJK) before carrying out their duties and functions. This is in accordance with Bank Indonesia Regulation No. 12/23/PBI/2010 concerning Fit and Proper Test and Bank Indonesia Circular Letter No. 13/8/DPNP concerning Fit and Proper Test as amended by Bank Indonesia Circular Letter No. 13/26/DPNP dated November 30, 2011.
7. Term of Office of the Board of Commissioners In accordance with BCA’s Articles of Association, the term of office of members of the Board of Commissioners is 5 (five) years from the date specified in the GMS. The term of office of the members of the Board of Commissioners for this period will end when BCA Annual GMS is closed in 2026. The GMS still has the authority to dismiss one or more members of the Board of Commissioners at any time before its term ends.
8. Orientation Program for New Board of Commissioners Members
New members of the Board of Commissioners participate in the orientation program in order to carry out their duties and responsibilities as members of the Board of Commissioners properly.
The Board of Commissioners orientation program are regulated in:
a. BCA Governance Guidelines Chapter 3 concerning the Board of Commissioners’
Charter
b. Board of Directors’ Decree No. 189/SK/
DIR/2020 dated December 4, 2020 concerning Orientation Guidelines for New Members of the Board of Directors and Board of Commissioners of PT Bank Central Asia Tbk.
The orientation program includes, among others:
a. Knowledge about BCA’s Vision, Mission, Values, Strategy;
b. BCA’s mid term and long-term plans (RBB for the year)
c. BCA’s performance and finances; and d. Issues relevant to the banking world.
Orientation Procedures
The orientation for the new members of the Board of Commissioners may be conducted by:
a. Presentation by work units of head office (UKKP) b. Visits to various BCA’s activity locations.
c. Meetings and discussions with other members of the Board of Directors and the Board of Commissioners to discuss various BCA’s issues or other information required.
d. Learn various BCA’s informations that available electronically (online base).