The Board of Commissioners shall act and be responsible collegially, and is assisted by the Audit Committee, the Risk Oversight Committee, the Nomination and Remuneration Committee and the Integrated Governance Committee in their respective areas. Members of the Board of Commissioners must act in good faith, full of responsibility, prudently and independently. The duties, responsibilities, and authorities of the Board of Commissioners that apply to each member of the Board of Commissioners are as follows:
1. Each member of the Board of Commissioners must not act individually, and shall act based on a decision by the Board of Commissioners.
2. The Board of Commissioners must ensure that the principles of Good Corporate Governance shall apply to all business activities of the Bank at all levels of the organization, at least through:
a. The implementation of the Board of Commissioners and the Board of Directors duties and responsibilities;
b. The completeness and implementation of the Committees’ and working units’ duties when
performing the Bank’s internal control functions;
c. The implementation of the compliance function, and the internal and external audits;
d. The risk management implementation, including the internal control system;
e. The provision of funds to related parties and provision of large funds;
f. The Bank’s strategic plan;
g. The transparency of the Bank’s financial and non- financial condition;
h. Periodically approve and review the Bank’s Vision, Mission and Core Values.
3. The Board of Commissioners shall supervise the management policies, the general management processes and is responsible for this supervision, and shall provide advice to the Board of Directors.
4. In performing the supervisory duties as referred to in number 2 and 3 above, the Board of Commissioners must direct, monitor and evaluate the Bank’s strategic policy implementation pursuant to the regulations.
5. The BOC shall ensure the harmony of environment, economic, social and governance aspects in the
preparation of Bank’s business strategies and implementation of business activities by the BOD, as the form of sustainable banking practices.
6. In the event that there is only one member of the Board of Commissioners due to the absence of the other members, all duties and authorities granted to the President Commissioner, or other members of the Board of Commissioners, as described in the Bank’s Articles of Association will automatically apply to him/her.
7. The Board of Commissioners are prohibited from take part in decision-making related to the Bank’s operations, except for:
a. Loan provisions to related parties as regulated in the OJK regulation regarding Legal Lending Limit for Commercial Banks; and
b. Other matters specified in the Bank’s Articles of Association or in the prevailing rules and regulations.
8. Decision making by the Board of Commissioners as referred to in number (7) above is part of the supervisory functions of the Board of Commissioners so as not to negate the Board of Directors’
responsibility for the management of the Bank.
9. The Board of Commissioners approves and monitors the implementation of the Bank’s strategies, the Business Plan, and several policies in accordance with the prevailing regulations, including the establishment and implementation of strategies related to Anti-Fraud, Anti Money Laundering and Counter-Terrorist Financing (AML- CFT), Whistleblowing, Integrated Corporate Governance, Related Party Transaction (RPT), Legal Lending Limit (LLL), and other Bank strategies in accordance with the prevailing regulations.
10. Through the Nomination and Remuneration Committee, supervises the selection and assessment of candidate members for the Board of Directors and the Board of Commissioners without interference.
11. The Board of Commissioners shall ensure that the Board of Directors has taken follow up actions on audit findings and recommendations from the Bank’s Internal Audit, External Auditor, supervision results from OJK and/or other authorities.
12. The Board of Commissioners shall report to OJK within 7 (seven) working days any findings related to:
a. Violations of finance and banking laws and regulations; and
b. Any circumstances or projected circumstances that may compromise the sustainability of the
Bank’s business.
13. In order to support the effectiveness of its duties and responsibilities, the Board of Commissioners shall establish at least:
a. Audit Committee;
b. Risk Oversight Committee; and
c. Nomination and Remuneration Committee.
14. The Board of Commissioners shall supervise the established Committees, as referred to in point 13 above, so they perform their duties effectively, and shall evaluate and/or assess the performance of these committees at a minimum at the end of each financial year.
15. The Board of Commissioners together with the President Director approve the annual audit plan and budget allocation for the internal audit function execution and internal audit charter, by considering the recommendations of the Audit Committee.
16. The Board of Commissioners shall conduct active supervision of the Compliance Function by:
a. Evaluating the Bank’s Compliance Function at least twice a year.
b. Providing recommendations to improve the quality of the Bank’s Compliance Function.
17. Based on point 15, the Board of Commissioners shall provide recommendations for improving the quality of the Compliance Function to the President Director.
18. The Board of Commissioners is responsible for ensuring the implementation of Risk Management in accordance with the Bank’s characteristics, complexity and risk profile by:
a. Approving the Risk Management policy including Risk Management Strategy and Framework as determined based on the Bank’s risk appetite and risk tolerance.
b. Evaluating the Risk Management policies and strategy at least once a year, or more frequently in the event of any changes in factors significantly affecting the Bank’s business activities.
19. In the execution of the internal audit function, the Board of Commissioners is responsible to:
a. Ensure that the Board of Directors formulates and maintains an internal audit system that is adequate, effective and efficient;
b. Evaluate the effectiveness and efficiency of the internal control system based on the information
received from the Bank’s Internal Audit Unit (IA) at least once a year;
c. Appoint an independent quality assurer from external parties to undertake reviews on the performance of the Internal Audit Unit by considering the recommendations of the Audit Committee.
20. The Board of Commissioners and the President Director are responsible for to ensure that the implementation of internal audit in the Bank’s subsidiaries are carried out using the audit standards applied to the Bank, with due consideration on the size, characteristics, and complexities of the subsidiaries business.
21. The Board of Commissioners communicates with the internal audit function of the Controlling Shareholder of the Bank so as they will prepare the scope of audit and executes the internal audit activities with a scope that is adequate for the Bank, with due consideration to prevailing laws and regulations.
22. The Board of Commissioners and President Director approve the appointment and dismissal of the Chief Audit Executive, by considering the recommendation of the Audit Committee.
23. A member of the Board of Commissioners, appointed by the Board of Commissioners must chair the GMS. In the event that all members of the Board of Commissioners are absent or unable to attend due to any reason whatsoever, without any requirement to prove to third parties, the President Director shall chair the GMS.
24. In performing its duties, the Board of Commissioners is entitled to seek the assistance of experts for a limited period of time.
25. The Board of Commissioners, based on Board of Commissioners meeting resolutions, is authorized to temporarily dismiss members of the Board of Directors by stating the reasons. In the event that a Board of Directors member is temporarily dismissed, the Board of Commissioners must convene a GMS within 90 (ninety) days after the date of any dismissal, to revoke or enforce the dismissal decision.
26. The Board of Commissioners may undertake Bank management actions under certain circumstances and for a certain period of time. In such case, all provisions concerning the rights, authority and responsibilities of the Board of Directors to the Bank and third parties will apply.
27. The Board of Commissioners is, at all times within office hours, entitled to enter the buildings, yards,
or other premises used or controlled by the Bank, and is entitled to examine all accounts, letters and other evidence, to audit and verify the cash and other financial conditions, as well as to know all actions taken by the Board of Directors.
28. The Board of Commissioners has the right to obtain explanations on all matters relating to the operations of the Bank and its subsidiaries, as well as matters relating to the Bank’s ethical standards.
29. The Board of Commissioners shall ensure that the Board of Directors possess and implements the Financial Literacy and Financial Inclusion plans.
30. The Board of Commissioners shall prepare a succession plan for the Chief Executive Officer (CEO)/
President Director and key management to ensure the Bank’s sustainable future leadership.
DUTIES AND RESPONSIBILITIES OF THE PRESIDENT COMMISSIONER
In addition to the above duties and responsibilities, the President Commissioner has the following additional duties and responsibilities:
1. Coordinating the implementation of the Board of Commissioners duties and responsibilities.
2. May propose to hold a Board of Commissioners’
meetings, including the Meetings’ agenda.
3. To invite and chair the Board of Commissioners’
meetings.
4. Deliver the BOC supervisory report to obtain approval from the AGM on the Board of Commissioners duties and supervision performance.
5. Ensuring that the responsibilities of the Board of Commissioners are discharged in accordance with procedures.
6. Together with the President Director signing the report on the appointment or dismissal of the Chief Audit Executive and the report from external independent reviews on the performance of the Bank’s Internal Audit Unit, to be submitted to OJK.
7. To ensure that the Board of Commissioners’ meetings are effective in that decisions are taken, based on sound and well-informed basis, including ensuring that:
a. All strategic and critical issues are considered by the Board of Commissioners;
b. Matters are carefully and thoroughly discussed;
c. All members of the Board of Commissioners are given the opportunity to contribute effectively;
d. Each Commissioner receives the relevant information on a timely basis, including being properly briefed on issues arising at the Board of