CIMB Niaga continues to promote capacity building activities for the Board of Commissioners through its training programs for Board of Commissioners members to support their duties
to achieve sustainable growth and effective management as stipulated in the Board of Commissioners’ Charter.
riSK manaGement certiFication
One of the Board of Commissioners’ development programs conducted by CIMB Niaga is Risk Management Certification, which is conducted in accordance with the Employment Regulations (P2K) regarding Implementation of Employee Learning, and BI Regulation No.11/19/PBI/2009 dated 4 June 2009, and its amendment BI Regulation No. 12/7/PBI/2010 dated 19 April 2010 regarding Risk Management Certification for Management and Officers for Commercial Bank, Board of Directors and Board of Commissioners, who are required to participate in Risk Management Certification and Refreshment programs in accordance with the regulations.
All members of the Board of Commissioners has hold Risk Management Certification and/or Refreshment in accordance with the prevailing provisions as follows:
name Position certification
level institution issuing
certification issue Date expiry date Tengku Dato’ Sri Zafrul Tengku
Abdul Aziz* President
Commissioner 1 Risk Management
Certification Agency (“BSMR”)
7 December 2017 7 December 2021
Glenn M.S. Yusuf** Vice President
Commissioner 1 Banking Professional
Certification Institute (“LSPP”)
8 March 2012 8 March 2023
Zulkifli M. Ali Independent
Commissioner 2 BSMR 8 November 2016 8 November 2023
Pri Notowidigdo Independent
Commissioner 2 LSPP 15 June 2013 15 June 2023
Jeffrey Kairupan Independent
Commissioner*** 2 BSMR 11 June 2016 11 June 2020
David Richard Thomas Commissioner 1 LSPP 17 May 2014 17 May 2022
Didi Syafruddin Yahya Commissioner 1 LSPP 11 May 2019 11 May 2023
Sri Widowati Independent
Commissioner 2 LSPP 10 August 2019 10 August 2023
*) Has tendered his resignation from his position as President Commissioners through the letter that has been received on 9 March 2020 and will be conveyed to obtain resolution in the 2020 AGM
**) Has tendered his resignation as Vice President Commissioner according to the letter dated 31 August 2019 which effective on 1 September 2019
***) Appointed as Senior Independent Commissioner of the Bank through CIMB Niaga Board of Commissioners Circular Decree No. 014/DEKOM/KP/VI/2019 dated 28 June 2019
comPetency DeveloPment anD traininG ProGram
CIMB Niaga is committed to conducting competency development and training programs for all Board of Commissioners members to support their supervisory function.
This commitment is reflected in the training attended by each member of the Board of Commissioners, which listed in the Company Profile section of this Annual Report.
inDuction ProGram For neW commiSSionerS
To be effective when conducting their functions and duties, the Board of Commissioners members must know and understand the Company’s profile, its characteristics and business processes. In addition, so they can work harmoniously with other Company bodies, the newly appointed members of the Board of Commissioners shall undertake the Induction Program.
CIMB NIAGAANNUAL REPORT 2019
As stipulated in the Board of Commissioners Charter, newly appointed Board of Commissioners members must follow the Induction Program, which, aims to provide knowledge to the new Commissioners to gain an understanding of the Bank so they can carry out their duties effectively and efficiently.
The induction program for new Commissioners takes the form of documents prepared by the Corporate Affairs unit, including:
1. Bank’s Vision and Mission.
2. Bank’s Code of Ethics and Conduct.
3. Bank’s Organizational Structure.
4. Bank’s Articles of Association.
5. Corporate Policy Manual (GCG Charter).
6. Board of Commissioners Charter and The Committees under the Board of Commissioners Charters.
7. Regulations related to the Banking and Capital Markets.
8. Bank’s Annual Report.
9. Bank’s Business Plan.
To improve the induction program’s quality and effectiveness, in 2019 the Bank has developed a digital induction program (e-Learning), through the Learning on the Go (LoG) application, which accessible by Commissioners candidates anywhere at anytime.
In 2019, induction programs were given to 2 (two) new members of the Board of Commissioners namely Didi Syafruddin Yahya and Sri Widowati.
COmmittEEs unDER thE BOARD OF COmmissiOnERs’ PERFORmAnCE AssEssmEnt
PerFormance aSSeSSment Policy anD ProceDure For committeeS unDer the BoarD oF commiSSionerS
Performance assessments for the Committees under the Board of Commissioners are carried out every year (minimum once a year), and include collegial performance assessments for the Committees under the Board of Commissioners, individual performance assessments for each Committee members, and performance assessments for the Committee Chairman.
The final evaluation for the collegial and individual performance assessments of the Committees under the Board of Commissioners, including the performance assessment of the Committee Chairman are presented by the Nomination and Remuneration Committee in the Board of Commissioners
meeting. The discussion results will be followed up in the form of improvement and action plan (if necessary).
PerFormance aSSeSSment criteria For committeeS unDer the BoarD oF commiSSionerS
Performance Assessment Criteria for Committees under the Board of Commissioners includes:
1. Collegial Performance Assessment for Committees under the Board of Commissioners
The assessment criteria includes the structure of the Committees, the effectiveness of the meetings of the Committees and the effectiveness of the Commitees implementation of duties and responsibilities.
2. Individual Performance Assessment for Each Member of the Committees under the Board of Commissioners The assessment criteria includes competency and capability, as well as effectiveness of the members of the Committees implementation of duties and responsibilities.
3. Performance Assessment for the Chairman of the Committees under the Board of Commissioners The Committee Chairman’s performance assessment criteria includes the effectiveness of the implementation of duties and responsibilities, as well as the Chairman’s leadership in the Committees.
PartieS conDuctinG the PerFormance aSSeSSment For the committeeS unDer the BoarD oF commiSSionerS
The performance assessment for Committees, Committee members and Chairman of the Committees under the Board of Commissioners is carried out by:
1. Collegial Performance Assessment for Committees under the Board of Commissioners
The assessment is carried out by each Committee member on the performance of the Committee under the Board of Commissioners.
2. Individual Performance Assessment for Each Member of the Committees under the Board of Commissioners Each Committee member provides an assessment for each other member of the committee under the Board of Commissioners.
3. Performance Assessment for Chairman of the Committee under the Board of Commissioners
The assessment is carried out by each member of Committee on the performance of the Chairman of their respective Committee.
CIMB NIAGAANNUAL REPORT 2019
reSultS oF the PerFormance aSSeSSment For the committeeS unDer the BoarD oF commiSSionerS in 2019
Detail results of the collegial performance assessment for the Committees under the Board of Commissioners are as follows:
audit committee risk oversight committee nomination and remuneration
committee integrated Governance committee
3.5 4.0 4.6 3.6
Meanwhile, the average results of the individual performance assessment for each member of the Committees are as follows:
audit committee risk oversight committee nomination and remuneration
committee integrated Governance committee
3.9 4.1 4.6 3.5
And for the performance assessment results for the Chairman of the Committees under the Board of Commissioners:
audit committee risk oversight committee nomination and remuneration
committee integrated Governance committee
3.2 4.3 4.3 3.7
Value Range as follows:
range of values Description
≥ 4.7 Exceptional
4.0 - 4.6 Outstanding
3.7 - 3.9 Exceeded Expectations
3.0 - 3.6 Meet Expectations
< 3.0 Needs Improvement
CIMB NIAGAANNUAL REPORT 2019
Independent Commissioners are members of the Board of Commissioners who have no financial, managerial, share ownership and/or family relationship with other members of the Board of Commissioners, members of the Board of Directors and/
or controlling shareholders or with companies that may hinder or inhibit their position to act independently in accordance with the GCG principles. Independent Commissioners are responsible for supervising and also representing the interests of minority shareholders.
inDEPEnDEnt COmmissiOnERs numBER OF mEmBERs AnD COmPOsitiOn
Based on OJK Regulation No. 55/POJK.04/2014 concerning the Implementation of GCG for Commercial Banks, the Board of Commissioners must comprise at least 50% (fifty percent) of the total number of the Board of Commissioners members.
As of 31 December 2019, there are 4 (four) Independent Commissioners out of a total of 8 (eight) Board of Commissioners members, or equivalent to 50% (fifty percent). All Independent Commissioners of CIMB Niaga has passed the Fit and Proper Test and has been approved by OJK as Independent Commissioners as well as appointed based on approval from GMS. As such, the composition of CIMB Niaga’s Independent Commissioner is in accordance with the prevailing laws and regulations.
The Independent Commissioners of the Company:
name term of office
Zulkifli M. Ali Appointed as an Independent Commissioner based on EGM resolution on 18 July 2008 which effective since 1 November 2008. The last re-appointment was at AGM on 15 April 2016
Pri Notowidigdo Appointed as an Independent Commissioner based on AGM resolution on 28 March 2013. The last re-appointment was at AGM on 15 April 2016
Jeffrey Kairupan Appointed as an Independent Commissioner based on AGM resolution on 15 April 2016 which effective since 14 September 2016.
Sri Widowati Appointed as an Independent Commissioner based on AGM resolution on 15 April 2019 which effective since 20 November 2019.