1. 5% or more Share Ownership
The Company discloses 5% share ownership in a separate section of this Annual report. As of 31 December 2015, other than CIMB Group Sdn Bhd as the Company’s majority shareholder, there are no other entities that own 5% or more shares of the Company.
2. Direct and Indirect Shareholding
The Company has disclosed (direct and indirect) shareholding of the Company as well as shareholding structure in a separate section of this Annual report.
3. Directors/Board of Commissioners Shareholding The Company discloses shareholding of the Board of Commissioners and Directors in a separate section of this Annual report.
4. Senior Management Shareholding
The Company discloses shareholding of senior management (i.e. members of the Board of Commissioners and Directors) in a separate section of this Annual report.
5. Business Structure
The Company discloses information on business structure including subsidiaries in a separate section of this Annual report.
6. Major risks
The Company discloses risk Management in a separate section of this Annual report.
7. Corporate Objectives
The purpose and objectives of the Company are articulated under Article 3 of the Articles of Association, specifically article 3.1 concerning the Company’s Primary Activities and article 3.2 concerning the Supporting Activities. The Articles of Association is available in the Company’s website.
8. Financial Performance Indicators
The Company discloses financial performance indicators, among others loans growth, customer deposits, total assets, net interest income, non- interest income, operating expenses, and net profit as presented in a separate section of this Annual report, refers to the section of Financial Performance and Management Discussion and Analysis.
9. Non-financial Performance Indicators
The Company’s non-financial indicators refer to the Company’s risk level measurement (including Corporate Governance). Overall risk measurement as of the end of 2015 is reflected from self assessment of the Company’s risk profile. In addition to measurement of risk Management standpoint, the Company also discloses compliance indicators 2015 and presented in a separate section of this Annual report.
10. Dividend Policy
The dividend policy, as presented in a separate section of this Annual report as well as the Bank Business Plan 2016 submitted to the FSA, stated that the Company is open for the possibility of dividend payout in 2016 with the approval from shareholders.
11. Whistleblowing policy
The key elements of whistleblowing policy are presented by the Company in a separate section of this Annual report.
Corporate Governance Process
12. Directors/Board of Commissioners Profiles
The profiles of the Board of Commissioners and Directors are available in a separate section of this Annual report (section on the Board of Commissioners and Directors) as well as in the Company’s website.
13. Directors/Board of Commissioners Training and Education Programs
The training programs attended by Directors and Board of Commissioners of the Company in 2015 are disclosed in a separate section of this Annual report.
14. Directors/Board of Commissioners Meetings The disclosure of total meetings of the Directors and Board of Commissioners in 2015 is presented in a separate section of this Annual report.
15. Directors/Board of Commissioners Meeting Attendance
The attendance details of individual Director and Commissioner are disclosed in a separate section of this Annual report.
16. Directors/Board of Commissioners remuneration Details
The remuneration of the Board of Commissioners and Directors is disclosed as an aggregate (in total amount) in a separate section of this Annual report.
17. Statement of the Company’s Compliance with Corporate Governance regulations
The Company’s compliance statements with corporate governance regulations is presented in a separate section of this Annual report, namely under the Directors’ report, sub-section
“Statement of the Company’s Compliance with Corporate Governance”.
The Company’s Compliance in this Annual report is complemented with the Statement of the Board of Commissioners and Statement of the Directors, which in principle certifies that information presented in this Annual report is comprehensive, and the Board of Commissioners and Directors are accountable for the accuracy of the Company’s Annual report.
18. related Parties Transaction
The disclosure on related parties transaction is presented in a separate section of this Annual report and refers to the FSA (formerly Bapepam- LK) regulation No. IX.E.1 concerning the Affiliated Transaction and Conflict of Interest in Certain Transactions and refers to the provisions of Article 15.6 and Article 15.7 of the Company’s Articles of Association. The information concerning Material Transactions and Transactions with Conflict of Interests are also disclosed in a separate section of this Annual report.
19. Disclosure of related Parties Names and its relationship on Material/Significant related Parties Transactions
Pursuant to the FSA Chairman Decision (formerly Bapepam-LK) No. IX.E.1 concerning the Affiliated Transaction and Conflict of Interest in Certain Transactions, the Company’s 2015 Annual report has disclosed that there was no Transaction wth Conflict of Interest in 2015. There were Affiliated Transactions as part of primary and/or supporting business activities as disclosed in a separate section of this Annual report.
20. Disclosure of Nature, Considerations and values on Material/Signifncant related Parties Transactions The “Nature and relationship” of every affiliated transaction is disclosed in a separate section of this Annual report. The transactions are part of the Company’s primary and/or supporting business activities and therefore, in line with the FSA regulation No. IX.E.1 concerning the Affiliated Transaction and Conflict of Interest in Certain Transactions, are exempted from the requirements stipulated under the FSA regulation. The “Nature and relationship” of every affiliated transaction is disclosed in a separate section of this Annual report.
21. Transparency on Insider Trading
The Company discloses insider trading policy (Conflict Management/Insider Trading Policy) as presented in a separate section of this Annual report.
22. Transparency on Audit Fees
The Company has disclosed audit fees of Public Accountant Firm Tanudiredja, Wibisana, rintis &
rekan for 2015 in a separate section of this Annual report.
23. Transparency on Non-Audit Fees
In 2015, Public Accountant Firm Tanudiredja, Wibisana, rintis & rekan only provided audit services. The non-audit fees are not disclosed since they are not applicable.
24. Disclosure of Non-Audit Fees that Exceed Audit Fees
referring to the above, the non-audit fees are not applicable and therefore do not exceed the audit fees.
25. Quarterly reports
Every quarter, the Company reports its financial performance to regulators, including the FSA, and Indonesia Stock Exchange. The Company also publishes the reports in its website and through newspapers, including the dissemination of reports in the analyst meetings and to the media/press.
26. Company’s Website
The communications platform that can provide all public information, the Company has set up a website www.cimbniaga.com.
27. Analyst Briefing
The Company holds analyst meeting quarterly to explain business performance. All written materials are uploaded in the Company’s website as well as Indonesia Stock Exchange website using IDXNet facility. The analyst meeting is disclosed in a separate section of this Annual report.
28. Media Briefing
The Company’s quarterly performance is also disseminated in press conference or press release.
The media briefing is disclosed in a separate section of this Annual report.
29. Audited Financial report released within 120 Days from the End of Financial Year
The Company’s Financial report 2015 was published on 25 February 2016 or 56 days from the end of financial year (less than 120 days from the date of financial year).
30. Annual report released within 120 Days from the End of Financial Year
The Company’s Annual report 2015 was made available to shareholders, uploaded in the Company’s website, and submitted to the regulators on 24 March 2015 or 84 days after the end of financial year (less than 120 days from the date of financial year).
31. Financial report Accuracy Statement
The Directors has stated its accountability for the development, presentation, and accuracy of the Company and Subsidiaries Consolidated Financial Statements as disclosed in a separate section of this Annual report.
32. Business operations in the Company’s Website The Company’s website contains product, business, and service information as well as all supporting information.
33. Financial statements in the Company’s Website Quarterly, semester, and annual financial statements (current and prior years) are available in the Company’s website.
34. Materials for Analyst and Media Briefing in the Company’s Website
The materials for analyst and media briefing are also uploaded in the Company’s website.
Corporate Governance Process
35. Shareholding Structure in the Company’s Website The shareholding structure, as disclosed under Business Group Structure in a separate section of this Annual report, is also uploaded in the Company’s website.
36. Group Corporate Structure in the Company’s Website
The Company’s corporate structure, as disclosed under Business Group Structure in a separate section of this Annual report, is also uploaded in the Company’s website.
37. Downloadable Annual reports in the Company’s Website
The Annual report is downloadable without charges using iPad by accessing App Store, or using Android Tab by accessing Play Store, with keyword “CIMB Niaga Corporate report”.
38. GMS Notice in the Company’s Website
In addition to newspaper publication, the GMS notice and invitation are also uploaded in the Company’s website under the “Annual General Meeting of Shareholders 2015”
39. Company’s Articles of Association in the Company’s Website
The Company’s Articles of Association is uploaded in the Company’s website under the “Articles of Association and Policies concerning Corporate Governance”.
The Corporate information points 32 to 39 above are also available in English.
40. Corporate Secretary and Investor relations Disclosure of contact details is as follows:
Corporate Secretary
Phone: (62-21) 250-5252, 250-5353 ext.46055 Fax: (62-21) 252- 6749
E-mail: [email protected] Investor Relations
Phone: (62-21) 250-5252, 250-5353 Fax: (62-21) 250- 5205
E-mail: [email protected]
The contact details above are also disclosed in a separate section of this Annual report.