Table of Contents
Training and Development for the
Board of Directors, Committees, Corporate Secretary and Internal Audit 119
Shareholder Composition 120
Number of Shareholders & Percentages Based on Classification 124 Development of Capital Structure and Number of Outstanding Shares in the
Last Five Years 124
History of Shares Issued and Listing 125
Chronology of Other Securities Listings 126
List of Business Partnerships 128
Capital Market Supporting Institutions
and Professionals 128
Periodic Services of Capital Market
in 2018 129
Data Access and Bank’s Information 129
Bank’s Website 130
General Company Information
Company Name
PT Bank CIMB Niaga Tbk (CIMB Niaga)
Line of Business Banking
Date of Establishment 26 September 1955
Change of Name
On 26 September 1955, the Company was established under the name of
PT Bank Niaga, and upon becoming a Public Company by adjusting to Law No. 40 Year 2007 on Public Companies, changed the name to PT Bank CIMB Niaga Tbk in 2008.
Merger History
In 1973 Bank Niaga merged with
PT Bank Agung, and in 1978 with PT Bank Tabungan Bandung, and in 1983 with PT Bank Amerta, and in 2008 with PT Bank Lippo Tbk.
Legal Basis of Establishment
Deed of Establishment No. 90 by Raden Meester Sowewandi, Notary in Jakarta, on 26 September 1955, amended by virtue of Deed No. 9 dated 4 November 1955. Deed of Establishment is endorsed with Decision of Justice Minister of the Republic of Indonesia (now Minister of Justice and Human Rights) No. J.A.5/110/15 dated 1 December 1955, State Gazette No. 71 dated 4 September 1956, State Gazette Supplement No. 729/1956.
Authorized Capital
Rp2,900,000,000,000 or 50,886,460,336 shares, consisting of Class A shares at Rp359,269,680,000 of 71,853,936 shares at a nominal value of Rp5,000 per share; and Class B shares at Rp2,540,730,320,000 or 50,814,606,400 shares at a nominal value of Rp50 per share.
Issued and Fully Paid Capital
Rp1,612,257,325,350 or 25,131,606,843 shares consisting of Class A at Rp359,269,680,000 or 71,853,936 shares at a nominal value of Rp5,000 per share, and Class B at
Rp1,252,987,645,350 or 25,059,752,907 shares at a nominal of Rp50 per share.
Stock Exchange
Indonesia Stock Exchange
Stock Listing 29 November 1989
Stocks and Bonds Code BNGA
ISIN Code D1000098007
SWIFT Code BNIAIDJA
2018 Shareholder Composition
• CIMB Group Sdn Bhd 91.48%
• PT Commerce Kapital 1.02%
• Public Shareholders (<5%) 7.50%
Address of Head Office Graha CIMB Niaga, Jl. Jend Sudirman Kav. 58 Jakarta 12190, Indonesia Tel : (+62-21) 250 5252, 250 5353 Fax : (+62-21) 250 5205
Website : www.cimbniaga.com Corporate Secretary :
[email protected] Investor Relations:
Subsidiaries’ Data
PT CIMB Niaga Auto Finance
Line of Business: Consumer Financing Menara Sentraya lantai 28
Jalan Iskandarsyah Raya No.1A Kebayoran Baru, Jakarta Selatan 12160 Tel : (+62-21) 27881800
Fax : (+62-21) 27881900 Call center : 0804-1-090909 Email : [email protected] Website : www.cnaf.co.id
PT CIMB Niaga Sekuritas
Line of Business: Securities Company Graha CIMB Niaga Lantai 28
Jalan Jend. Sudirman Kav. 58 Jakarta Selatan 12190
Tel : (+62-21) 50847848 Fax : (+62-21) 50847849
E-mail : [email protected]
2018 Office Network
31 December 2018, CIMB Niaga has 503 network consisting of conventional and Sharia branch offices and mobile cash. Addresses of branches can be found on the Branch Network List section in this Annual Report.
Total Employees in 2018 12,461 employees
Total Assets in 2018 Rp266.8 trillion
CIMB Niaga at A Glance
BRIEF HISTORY OF ESTABLISHMENT
CIMB Niaga was established based on Deed of Company Establishment No. 90 made in the presence of Raden Meester Soewandi, Notary in Jakarta dated 26 September 1955 and amended by deed of the same Notary No. 9 dated 4 November 1955. These Deeds of Establishment have been approved by the Minister of Justice of the Republic of Indonesia (now Minister of Justice and Human Rights) with Decision No. J.A.5/110/15 dated 1 December 1955 and published in the State Gazette of the Republic of Indonesia No.
71 dated 4 September 1956, the Official Gazette No.
729/1956.
Based on the Deed No. 38 dated 28 May 2008, made by Dr. Amrul Partomuan Pohan, SH, LLM, the company name was changed from PT Bank Niaga Tbk to PT Bank CIMB Niaga Tbk. The name change was approved by the Minister of Justice and Human Rights of the Republic of Indonesia through its Letter No.
AHU-32968.AH.01.02 2008 dated June 13, 2008 and the Decision of the Governor of Bank Indonesia No. 10/56/
KEP.GBI/2008 dated 22 July 2008.
CIMB Niaga has obtained the license as commercial bank, forex bank, and Sharia bank, based on Ministry of Finance of the Republic of Indonesia Decision No. 249544/U.M.II dated 11 November 1955, Board of Directors of Bank Indonesia Decision No. 7/116/Kep/
Dir/UD dated 22 November 1974, and Bank Indonesia Governor Decision No. 6/71/KEP.GBI.2004 dated 16 September 2004.
MERGER INFORMATION
Regarding the approval from Bank Indonesia on the merger plan of Lippo Bank into Bank CIMB Niaga through the Bank Indonesia Governor Decision No. 10/66/KEP.GBI/2008 dated 15 October 2008 on
“Approval of the Merger of PT Bank Lippo Tbk into PT Bank CIMB Niaga Tbk”, as well as the Ministry of Justice and Human Rights of the Republic of Indonesia Letter No. AHUAH. 01.10-22669 dated 22 October 2008, the merger is in effect since 1 November 2008. The statement of the effective
Lippo was as of 1 November 2008 based on Deed No. 9 dated 16 October 2008 made before Notary Dr. Amrul Partomuan Pohan, SH, LLM, Notary in Jakarta.
Since its establishment, CIMB Niaga has therefore undergone four (4) mergers, namely:
1. On 22 October 1973 with PT Bank Agung;
2. On 30 November 1978 with PT Bank Tabungan
3. On 17 October 1983 with PT Bank Amerta; and 4. On 1 November 2008, with PT Bank Lippo Tbk.
Triggered by Bank Indonesia’s policy Number 8/16/
PBI/2006 on Single Presence Policy (SPP), the majority shareholder of Bank Niaga and LippoBank decided to merge as the best option for the interest of all stakeholders. The merger aim to strenghten CIMB Niaga as the most reliable and trustworthy bank in the competitive banking industry in Indonesia. With
the value and spirit of always thinking and stepping forward as displayed in the logo of CIMB Niaga, the synergy and business combination among Bank Niaga, LippoBank and CIMB Group are expected to provide the best results for a better future.
Prior to the EGM dated 18 July 2018 subject to merger approval, the Bank’s EGM on 28 May 2008 resolved to change of name from PT Bank Niaga Tbk (rebranding) into PT Bank CIMB Niaga Tbk.
BRIEF HISTORY OF CHANGES IN CORPORATE NAME
Date Corporate Name Change Effective Date of Corporate Name
Change Basis of Establishment
26 September 1955 PT Bank Niaga Tbk into
PT Bank CIMB Niaga Tbk 13 June 2008 Ministry of Justice and Human Rights of the Republic of Indonesia Letter No. AHU-32968.
AH.01.02 dated 13 June 2008 Bank Indonesia Governor Decision No. 10/56/KEP.GBI/2008 dated 22 July 2008
CIMB NIAGA AT A GLANCE
Established under the name of Bank Niaga, the Bank’s main focus is to build core values and professionalism in the Indonesian banking industry. Over time, Bank Niaga became well-known as a trusted provider of quality products and services.
In 1987, Bank Niaga became the first bank in Indonesia to launch banking transaction services through Automatic Teller Machines (ATM). This achievement is widely known as Indonesia’s entry point into the world of modern banking. Bank Niaga’s leadership and innovation in the application of the latest technology was highly recognized in 1991 by becoming the first bank to provide banking services through an Automatic Teller Machine (ATM).
The Bank obtained business licenses as a commercial bank, a foreign exchange bank, and a bank that carries out activities based on Sharia principles on 11 November 1955, 22 November 1974, and 16 November 2004. On 29 November 1989, Bank Niaga became a publicly listed company. Bank shares were listed on the Indonesia Stock Exchange (formerly the Jakarta Stock Exchange and the Surabaya Stock Exchange).
Due to the Asian financial crisis in 1998, the Government of the Republic of Indonesia, through the Indonesian Bank Restructuring Agency (IBRA), had for some time become the majority shareholder of Bank Niaga. Then in 2002, CIMB Group Holdings Berhad (CIMB Group Holdings), formerly named as Commerce Asset Holding Berhad, acquired a majority stake in Bank Niaga from the Indonesian Bank Restructuring Agency (IBRA). In a separate transaction, Khazanah which is the majority shareholder of CIMB Group Holdings Berhad acquired majority ownership of LippoBank on 30 September 2005.
In 2007, the total shareholding was transferred to CIMB Group as part of an internal reorganization to consolidate the activities of all CIMB Group subsidiaries with a universal banking platform. The majority of CIMB Niaga’s 92.5% shareholding is directly and indirectly owned by CIMB Group Sdn Bhd, which is the fifth largest universal banking group in ASEAN with a wide regional network in Indonesia, Malaysia, Thailand, Singapore, Kamboja, Brunei Darussalam, Vietnam, Myanmar, Laos and Philipines.
As the controlling shareholder of Bank Niaga (through CIMB Group) and LippoBank, since 2007 Khazanah had been considering merger as a measure to be taken in order to comply with the Single Presence Policy (SPP) policy stipulated by Bank Indonesia. This is the first merger in Indonesia related to SPP policy.
In 2008, Bank Niaga changed its name to Bank CIMB Niaga.
This merger was a monumental step in the banking sector in Southeast Asia and provides CIMB Niaga the advantage of connectivity into the ASEAN regional network through CIMB Group. CIMB Niaga now has also recorded in the category of BUKU 4 Bank with minimum core capital of Rp30 trillion.
CIMB Niaga now a days provides a wide range of comprehensive and innovative products and services ranging from consumer banking; Micro, Small and Medium (MSME) banking; commercial banking;
and corporate banking, supported by Treasury and Transaction Banking capabilities and a powerful network of branchless banking.
CIMB Niaga offers commercial and sharia products and services through the CIMB Niaga Sharia Business Unit.
One of the advantages of CIMB Niaga is its Transaction Banking capability, which offers a variety of products and services as well as comprehensive solutions for companies to manage their domestic and cross border financial operations and transactions. Those solutions include Cash Management, Remittance, Trade Finance and Value Chain. With internet banking features such as BizChannel@CIMB for the corporate segment, corporate customers are provided with convenient access to process a wide variety of payment transactions and also purchase of foreign currency online, without having to go to a CIMB Niaga branch office. These capabilities led CIMB Niaga to win several prestigious awards in the field of transaction banking and FX, as the best cash management bank, best trade finance bank and the Leading FX Provider in Indonesia.
CIMB Niaga at A Glance
In 2018, CIMB Niaga continued to develop branchless banking through optimizing the use of cutting-edge technology by prioritizing customer experience as a differentiating element. This was done to realize the ideal of making CIMB Niaga the leader in digital banking services. CIMB Niaga’s branchless banking services include Phone Banking 14041 services, Preferred Phone Banking 1 500 800, Go Mobile mobile banking, CIMB Clicks internet banking, Digital Lounge and Rekening Ponsel. Rekening Ponsel is an innovative service that allows customers to transfer to cellular numbers without having to have a bank account.
CIMB Niaga is the first bank in Indonesia to have these products and services. As such, CIMB Niaga is one of the most comprehensive banks in the industry today in providing digital banking services offered to customers.
CIMB Niaga also uses information technology in launching the Wave n Go Credit Card. The first credit card in Indonesia with a unique design in the form of plastic credit cards and sticker credit cards that are equipped with contactless payment technology. With CIMB Niaga Wave n Go, cardholders can simply hold the card to a contactless EDC (Electronic Data Capture) machine to make transactions easily and practically.
In addition, CIMB Niaga customers can also access various national and regional ATMs through the Prima network, ATM Bersama, Cirrus, VISA, and MEPS networks. These are aimed at providing customers with flexibility and convenience to make transactions through ATMs both in Indonesia and in ASEAN.
With the support of 503 branch office networks, 4,500 ATM units, 174 units of Multi Function Device/MFD, 954 units of Cash Deposit Machine/CDM and Cash Recycle Machine/CRM, and 12,461 employees spread throughout Indonesia, CIMB Niaga is confident that it can continue to grow to be the foremost and best in providing banking services for the community.
By committing to integrity, perseverance to place top priority on customers and enthusiasm to continue to excellence, CIMB Niaga will continue to utilize all its resources to create synergies between business units and the CIMB Group. All of these are core values of CIMB Niaga and an obligation that must be fulfilled for a very promising future.