PROFiLEs OF intEGRAtED GOvERnAnCE COmmittEE mEmBERs
4. CREDit POLiCy COmmittEE (CPC) main FunctionS anD authoritieS
CIMB Niaga’s CPC was established to support the Board of Directors in preparing credit policies, as well as to provide suggestions for credit policy improvements. CPC also functions to ensure the fulfilment of of Corporate Governance principles in the area of credit policy for the interest of the Bank and stakeholders.
Structure anD memBerShiP
In line with the Bank’s Board of Directors’ Charter dated 27 September 2019, members of the CPC constitute at least 2/3 (two-thirds) of the total Board of Directors members, and appointed Senior Executive one level below the Board of Directors.
Through the CPC Charter, approved at the CPC meeting in May 2019, the CPC membership structure was established, and at the same time the following Committee members were assigned.
The CPC Membership Structure is inline with POJK No. 42/
POJK.03/2017 concerning Obligations for the Compilation and Implementation of Credit Policy or Bank Financing for Commercial Banks.
cPc memBerShiP Structure
Chairman : President Director Deputy Chairman 1 : Credit Director
Deputy Chairman 2 : Risk Management Director Members
1. Business Banking Director 2. Treasury & Capital Market Director 3. Consumer Banking Director
4. Operations & Information Technology Director
5. Compliance, Corporate Affairs & Legal Director 6. Finance & SPAPM Director
7. Human Resources Director 8. Sharia Banking Director
9. Chief of Micro, Small & Medium Enterprise
10. Chief of Corporate Banking & Financial Institution; and Chief of Transaction Banking
11. Chief of Transformation Officer Secretary
Head of Credit Assurance Testing & Wholesale and Commercial Credit Policy
Profile of CPC members are disclosed in the Board of Director Profile and Senior Executive Profile at Company Profile section of this Annual Report.
DutieS anD reSPonSiBilitieS
1. Determining the direction of credit policies (including Risk Acceptance Criteria, credit process and approval) are in line with the Bank’s risk appetite to encourage good quality credit growth while continuing to consider prudential banking practices.
2. Establishing and ensuring consistency of:
a. Bank compliance with credit management policies and applicable regulations, particularly those that regulate significant risk exposures;
b. Approving the Bank’s credit management policies and strategies; and
c. Supervising the implementation of credit policies.
3. Approving the criteria for selecting senior Bank employees as members of the Credit Committee
meetinGS, quorum anD reSolutionS 1. Meetings are held at least 10 (ten) times a year.
2. Quorum attendances must be more than 2/3 (two thirds) of the total number of Board of Directors members.
3. Quorum decisions require approval from more than 2/3 (two thirds) of the presence Board of Directors members.
rePort on the 2019 WorK ProGram imPlementation
Credit Policy Improvements:
1. Commercial (Conventional & Sharia)
Adjusted Bank internal policies related to external regulations (including OJK, Government Regulations) and management of the Bank’s risk appetite (RAC), including:
a. Confirmed the definition of Secured Loans for Loans guaranteed by land or land & buildings.
CIMB NIAGAANNUAL REPORT 2019
b. Enforced the High Risk Credit Provisions for Debtors, Owners / Majority Shareholders, including the ultimate beneficially owner (UBO) & the parties behind the nominee.
c. Established the provision on periodic review (identification and analysis) of Trade Receivable Valuation.
d. Confirmed the closure of collateral insurance coverage in the event of underinsured conditions at the time of re-appraisal.
e. Established adjustment authorities to internal credit rating (ICR) on worsening debtor ratings.
f. Changed the CPC membership composition based on changes in organizational structure and the addition of mandatory reviewers from the Compliance Management work unit.
g. Changed the provisions for the Champion Challenger Agreement.
h. Updated the Authority for Commercial Credit Approval on the Approval of the Credit Approver Officer.
i. Established a Commercial Credit Policy related to the Credit Category for Exceptional Credit.
j. Changed the Musyarakah Risk Acceptance Criteria (RAC) for Lending Model Distributor Financing for new and / or existing customers.
k. Changed the Credit Concentration Provisions related to the Legal Lending Limit in accordance with POJK.
l. Updated the Terms related to Credit Documents (Credit Agreements and Standard Clauses).
m. Updated the Policy on the Appointment of Third Parties for Private Auction Hall (BLS) and Partner Legal Advocates (Advocates).
n. Adjusted the House Limit Policy for Unrelated Parties, House Limit Annual Review and Increased House Limit.
o. Added Provisions for Syndicate Credit, including Special Treatment for receiving Documents.
p. Changed the Trade Finance Products; including:
provisions for Trade Finance Limit Holders for Special Conditions at Transaction Level, Conditions for Converting Conventional Trade Finance Facilities to Sharia Trade Finance (iB).
q. Changed the MSME Micro Linkage; including: Akad Mudharabah for Sharia Bank Perkreditan Rakyat (BPR) related to Target Market. Adjusted the foreign currency requirements in Indonesian Regions, added working capital facilities, adjusted Credit Authority Limits.
r. Financial Institution and Treasury & Capital Market, including: Adjusted Counterparty policy for General Customer Criteria when Providing Facilities / Limits.
s. Delegated (DA) Holder Authority & Policy Management; including: Adjusted the Terms of Reference (ToR) Authority for Credit Approval.
t. Legal Policy & Procedure: Adjusted the Credit General Conditions (Conventional) and General Financing Conditions (Conventional).
2. Consumer
During 2019 several retail product policies were adjusted to comply with external policies issued by regulators, government regulations, and with the Bank’s business strategies based on determined risk levels.
WorK Plan For 2020
1. Approve and evaluate credit strategies and policies.
2. Oversee the implementation of credit policies to ensure the Bank’s compliance with the management of credit policies and prevailing regulations.
3. Identify significant problems in adopting credit policies and identify the impact on existing Bank policies and strategies.
4. Identify new regulations issued by regulators and the impact on the Bank’s internal policies.
certiFication
All CPC members have no certain certification mandatory.
mechaniSm For aPPointment anD DiSmiSSal oF the eXecutive committeeS (eXco) chairman
All CIMB Niaga Exco are chaired by the Bank’s President Director whose appointment and dismissal and term of office is determined through the GMS as explained in the Board of Directors section, part of GCG Report of this Annual Report.
The membership structure of each committee, including the Committee Chairman, is as stipulated in each Exco ToR.
CIMB NIAGAANNUAL REPORT 2019
FREQuEnCy AnD AttEnDAnCE OF BOARD OF DiRECtORs in thE ExECutivE COmmittEE (ExCO) mEEtinGs in 2019
no. name Frequency and attendence rate
itSc cPc rmc alco**
1. Tigor M. Siahaan 5 10 13 13
2. Rita Mas’Oen 5 9 13 0
3. Megawati Sutanto 5 10 11 0
4. Vera Handajani 5 9 13 14
5. John Simon 5 8 11 13
6. Lani Darmawan 4 9 13 7
7. Pandji P. D jajanegara 4 10 13 10
8. Hedy Lapian 5 10 12 12
9. Fransiska Oei 5 10 13 0
10. Rahardja Alimhamzah 3 10 12 14
11. Lee Kai Kwong* 4 6 8 13
*) Appointed in EGM dated 19 December 2018 and effective as a Director based on OJK approval dated 24 April 2019
**) The attendance and meeting decision quorum are delegated to at least 2 (two) of the following 3 (three) Board of Directors members:
i. Chairman: President Director
ii. Deputy Chairman 1: Finance & SPAPM Director iii. Deputy Chairman 2: Treasury & Capital Market Director
In addition to Exco, CIMB Niaga also established Special Committees (called “Speco”) formed by respective Director in charge.
This establishment is optional and based on the needs of the Bank, include the Operational Risk Committee (ORC), Executive Credit Committee (ECC), Non-Performing Loans Credit Committee (NPLCC), Asset Quality Committee (AQC) and Customer Experience Committee (CXC).
Speco members comprise of 1 (one) Director in charge and other relevant Directors (if needed), as well as Bank’s Executive Officer who are appointed at Speco meetings.
The division of duties and responsibilities for each Speco is regulated in each Committee’s Terms of Reference (ToR).
CIMB NIAGAANNUAL REPORT 2019
CIMB Niaga is obliged to appoint a Corporate Secretary who responsible for maintaining the Bank’s image and protecting Bank’s interests by establishing good communications and relationships with stakeholders, whilst simultaneously serving as a liaison between the Bank and shareholders and other stakeholders. The Corporate Secretary must also ensure the Company’s compliance with regulations and laws, particularly those related to the capital market.
LEGAL BAsis
Corporate Secretary was appointed based on OJK Regulation (POJK) No. 35/POJK.04/2014 concerning the Corporate Secretary for Issuers or Public Companies, and is appointed and dismissed by the Board of Directors and is responsible to the Board of Directors.
The appointment of Fransiska Oei as CIMB Niaga’s Corporate Secretary was based on the CIMB Niaga’s Board of Directors’ Circular Decree No. 001/SIR/DIR/IX/2016 dated 21 September 2016 as fulfillment of POJK No. 35/POJK.04/2014 dated 8 December 2014 and Indonesian Stock Exchange Regulation No. I-A dated 20 January 2014 and amendments. The appointment was also reported to OJK (both OJK Bank Supervisor and OJK IKNB) on 23 September 2016 and was announced to the public through the IDXNet website (e-reporting) on the same day. She has served as Corporate Secretary effective from 26 September 2016 up to the present.