The Company discloses information related to important matters, including:
1. Structure of Ownership of the Company
Ownership of shares of 5% and more, either directly or indirectly
CIMB Group Sdn Bhd is a controlling shareholder who directly owns 96.92% and indirectly owns 1.02% of the Company’s shares through PT Commerce Kapital.
Thus currently there are no other shareholders who own 5% of the Company’s shares or more either directly or indirectly.
Share ownership of the Company’s Board of Commissioners and Board of Directors
As of December 31, 2014, the members of the Board of Directors and Board of Commissioners have no shares in the Company, either directly or indirectly, except Mr.
Arwin Rasyid as the Company’s President Director who owns 1,381 shares (or 0.00% of the total shares issued by the Company).
Shareholdings of the Members of the Board of Directors and Board of Commissioners in Other Companies
In accordance with the applicable provisions of the Financial Services Authority, all members of the Board of Directors and Board of Commissioners either individually or jointly shall not have more than 25% of the paid up capital of other companies.
Ownership structure of the Company and its Subsidiaries
Khazanah
Nasional EPF KWAP MUFG Public
Public
29.3% 14.7% 3.6% 4.6%* 47.8%
99.9%
97.9%**
2.1%
99.9% 99.9% 3.8%
* Only direct shares through BTMU
** Including ownership through PT Commerce Kapital of 1.02%
452 2014 Annual Report CIMB NIAGA
2. Main Risk
Main risk is disclosed in the section: Risk Management Discussion
3. The purpose and objectives of the Company
The purpose and objectives of the Company is to engage in the business of commercial banking. In order to achieve these objectives, the Company may undertake major business activities and conduct supporting business activities as set forth and described in Article 3 of the Company’s Articles of Association.
4. Performance Indicators
The indicators of financial performance are disclosed in the section Financial Performance, while indicators of non-financial performance are disclosed in the section Management Analysis and Discussion.
5. Policy on Dividend
As stated in the 2014 Bank’s Business Plan, the Company with the approval of the shareholders, plans to distribute dividend up to a maximum of 40% of the profit of the current year, taking into account the Company’s condition and ability as well as the need for capital to support the Company’s future business development.
6. Policy on Whistleblowing
The policy on whistleblowing is disclosed in the Corporate Governance Report.
7. Biography, trainings, number of meetings, and the remuneration of the Board of Commissioners and Board of Directors
Biography, trainings, number of meetings, including details of attendance, and remuneration are disclosed in a special section: the Board of Commissioners and Board of Directors, in this Corporate Governance Report.
8. Statement of the Company’s compliance with the rules of Corporate Governance
Statement of the Company’s compliance with the rules of Corporate Governance is disclosed in the Message from the President Director and the early part of this Corporate Governance Report.
9. Disclosure of Information Related to Material Transactions and Conflict of Interest Transactions Based on the Articles of Association and applicable
legislations, the Company is required to disclose material transactions and conflict of interest transactions. During 2014, the Company did not perform material transactions as regulated in the Regulation of Bapepam-LK No. IX.E.2, the Company also did not perform conflict of interest transactions as set out in the Regulation of Bapepam-LK No. IX.E.1.
10. Disclosure of information on affiliated parties, the nature of the relationship and the nature of the transaction
Details of transactions with affiliated parties during 2014 as set out in Regulation of Bapepam-LK No. IX.E.1 as disclosed in the Corporate Governance Report.
A number of business relations with affiliated parties are related to the Company’s major activities that occurred in 2014 or continuing from the previous year, among others were (i) bancassurance activities with CIMB Sun Life, (ii) credit transactions with CIMB Bank (two-step loan from JBIC), and (iii) derivative transactions with CIMB Group Holdings for.
As for transactions with affiliated parties that support the main business, among others, was with CIMB Group to work together using the logo “CIMB”.
11. Disclosure of company shares trading by insiders During 2014, no employees, members of the Board of
Directors and Board of Commissioners of the Company performed company shares transactions.
12. Openness and transparency on the cost of external audit
The cost of external audit for the fiscal year 2014 for audit services was USD 590,453. These costs include annual fees and audit of subsidiaries. Given during 2014 the external auditor only provided audit services, then there were no other non-audit fees.
13. The communication media to deliver Company information
i. Quarterly financial performance report
Every 3 (three) months, the Company reports its financial performance to regulators, including the FSA and the Indonesia Stock Exchange. Submission of the report is also conducted via publications through OJKNet and IDXNet namely the electronic reporting facility provided by the FSA and the Indonesia Stock Exchange. In 2014, reporting was conducted in February (financial statements for December 31, 2013), April (financial statements for March 31, 2014), July (financial statements for June 30, 2014), and October (the financial statements as of September 30, 2014).
453 2014 Annual Report CIMB NIAGA
ii. Analyst Meeting
The Company performs an analyst meeting once every 3 (three) months also, related to the performance of the Company corresponding to the quarterly financial period in which the material is uploaded on the Company’s website.
iii. Explanation to the Media
The company also conducts an explanation to the media, either through press release or press conference related to the Company’s performance, either quarterly, semiannual or annual. In addition, explanation to the media is also carried out for each information related to services, products and other
matters related to the Company that need to be known by the public.
iv. Company Website
The company also provides a means of public information namely the webiste www.cimbniaga.
com as a medium of communication on all public information related to the performance, products, promotions, and services.
v. Media or other means of communication
In addition to the media or the means mentioned above, the Company also conducts internal communication as disclosed in the section Internal Communication in this Annual Report.
14. Submission of financial statements and annual report in a timely manner i. Submission of Financial Statements
The Company delivers the financial statements and annual report to the regulator before the deadline specified, with the following details:
No Financial/Annual Report Reporting Deadline Report Disclosure
1 Financial Statements as per December 31, 2013 90 days after fiscal year end 18 Feb 2014
2 2013 Annual Report 120 days after fiscal year end 12 March 2014
3 Financial Statements as per March 2014 30days after end of reporting period 29 April 2014 4 Financial Statements as per June 30, 2014 30days after end of reporting period 24 July 2014 5 Financial Statements as per September 30, 2014 30days after end of reporting period 29 October 2014 6 Financial Statements as per December 31, 2014 90 days after end of fiscal year 12 February 2015
ii. Declaration of truth of the Financial Statements The Board of Directors has declared responsible for the preparation and presentation of the Consolidated Financial Statements of the Company and its subsidiaries as disclosed in the front page of the Audited Consolidated Financial Statements.
15. Company Website discloses the information related to the Company to the public
The Company’s website among other contains:
i. Informasi on the Company’s products, services, business services and operations.
ii. Annual Report (current and previous), information on analyst meeting, press conference, structure of shares ownership, structure of the Company’s group.
The Annual Report can also be downloaded without charge through the App Store with the iPad and Play Store in the Android Tab with the keyword”CIMB Niaga Corporate Report”
iii. Notification, invitation and decisions of the GMS, and iv. Compilation of the Company’s Articles of Association contained in Deed No. 22 dated April 21, 2014 created before Ashoya Ratam, SH, MKn, Notary in Jakarta, which has been uploaded in the Company’s website as well as the Corporate Policies (Governance Charter, Charter of the Board of Directors, Charter of the Board of Commissioners, Charter of the Commissioners’ Committees and the Company’s Code of Ethics), and etc.
16. Corporate Secretary and Investor Relations
Corporate Secretary:
Phone : (62-21) 250-5252, 250-5353 ext.46055 Fax : (62-21) 252-6749
Email: [email protected]
Investor Relations:
Phone: (62-21) 250-5252, 250-5353 Fax: (62-21) 250-5205
Email: [email protected]
454 2014 Annual Report CIMB NIAGA