OJK Regulation No.27/POJK.03/2016 concerning Fit and Proper Test for Main Parties of Financial Services Institutions regulated that candidates member of the Board of Commissioners must obtain approval from OJK before performing their actions, duties and functions as the member of the Board of Commissioners.
Board of Commissioners’ members who have passed the fit and proper test without comments and have received approval from the OJK, indicates that each member of the Board of Commissioners has adequate integrity, competence and financial reputation, as shown in the table below:
name Position regulator appointment
Basis Bi/oJK
approval effective
Date reappointment Tengku Dato’ Sri
Zafrul Tengku Abdul Aziz*
President Commissioner
Otoritas Jasa Keuangan
EGM 19 December 2018
No. SR-67/PB.12/2019 dated 15 March 2019
15 March 2019
-
Glenn M.S. Yusuf** Vice President Commissioner
Bank Indonesia
EGM 26 January 2012
No. 14/57/GBI/DPIP/
Rahasia, dated 18 June 2012
18 June 2012
AGM 15 April 2016
Zulkifli M. Ali Independent Commissioner
Bank Indonesia
EGM 18 July 2008
No. 10/156/GBI/DPIP/
Rahasia, dated 14 October 2008
1 November 2008
AGM 15 April 2016
Pri Notowidigdo Independent Commissioner
Bank Indonesia
AGM 28 March 2013
No. 15/114/GBI/DPIP/
Rahasia, dated 26 November 2013
26 November 2013
AGM 15 April 2016
Jeffrey Kairupan Independent Commissioner***
Otoritas Jasa Keuangan
AGM 15 April 2016
No. SR-183/D.03/2016 dated 14 September 2016
14 September 2016
-
David Richard Thomas
Commissioner Otoritas Jasa Keuangan
AGM 27 March 2014
No. SR-159/D.03/2014 dated 15 September 2014
15 September 2014
AGM 24 April 2018
Didi Syafruddin Yahya
Commissioner Otoritas Jasa Keuangan
AGM 15 April 2019
No. SR-309/PB.12/2019 dated 20 November 2019
20 November 2019
-
Sri Widowati Independent Commissioner
Otoritas Jasa Keuangan
AGM 15 April 2019
No. SR-309/PB.12/2019 dated 20 November 2019
20 November 2019
-
*) 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
BOARD OF COmmissiOnERs’ DutiEs, REsPOnsiBiLitiEs AnD AuthORitiEs
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. The Board of Commissioners duties, responsibilities, and authorities are applicable to each member of the Board of Commissioners:1. Each member of the Board of Commissioners must not act individually, and shall act based on a Board of Commissioners’ decision.
2. The Board of Commissioners shall perform their duties and responsibilities in good faith, with fully responsibility, prudence and independence.
3. The Board of Commissioners shall ensure that the Good Corporate Governance principles are applied in all Bank’s business activities and at all organizational levels 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;
CIMB NIAGAANNUAL REPORT 2019
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. Regularly approve and review the Bank’s Vision, Mission and Core Values.
4. 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.
5. In performing the supervisory duties as referred to in number 3 and 4 above, the Board of Commissioners must direct, monitor and evaluate the Bank’s strategic policy implementation pursuant to the regulations.
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 AoA 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 AoA 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 Combating the Financing of Terrorism (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 f rom 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;
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 fiscal year.
15. 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 suggestions to improve the quality of the Bank’s Compliance Function.
16. Based on Point 15, the Board of Commissioners shall provide recommendations for improving the quality of the Compliance Function to the President Director.
17. 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.
18. Each member of the Board of Commissioners shall be jointly and severally liable for any losses due to errors or negligence by members of the Board of Commissioners in performing their duties.
19. Members of the Board of Commissioners shall not be liable for losses of the Bank as referred to in point 18 if it is proven that:
CIMB NIAGAANNUAL REPORT 2019
a. The loss was not due to their error or negligence;
b. They performed supervision in good faith, with full responsibility, following prudential principles for the interests of, and in accordance with the Bank’s objectives;
c. There was no direct or indirect conflict of interests in management activities resulting in the loss;
d. They had taken necessary actions to prevent any loss from occurring or continuing.
20. A member of the Board of Commissioners, appointed by the Board of Commissioners must chair the GMS.
21. 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.
22. In performing its duties, the Board of Commissioners is entitled to seek the assistance of experts for a limited period of time.
23. 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.
24. 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.
25. 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.
26. 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.
27. The Board of Commissioners shall ensure that the Board of Directors possess and implements the Financial Literacy and Financial Inclusion plans.
28. 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.
29. 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
PreSiDent commiSSioner’S DutieS anD reSPonSiBilitieS
In addition to the above duties and responsibilities, the President Commissioner has the following additional duties and responsibilities:
1. To coordinate 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. To ensure that the Board of Commissioners responsibilities have been carried out in accordance with the proper procedures;
6. To ensure that the Board of Commissioners’ meetings are effective in that decisions are tahen, 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 Commissioners’
meetings; and
e. The Board of Commissioners’ meetings come to clear decisions and resolutions are noted.
7. To ensure that the Board of Commissioners behaves in accordance with the Board of Commissioners Charter;
8. Lead efforts to address the Board of Commissioners development requirements;
9. Perform other responsibilities as assigned by the Board of Commissioners, from time to time; and
10. Conduct a final evaluation on the collegial performance of the Board of Commissioners and the Committees as well as individual performance of members of the Board of Commissioners and members of the Committees after taking into account the recommendation from the Nomination and Remuneration Committee.
CIMB NIAGAANNUAL REPORT 2019
BOARD OF COmmissiOnERs’ sEGREGAtiOn OF DutiEs
Based on their respective competencies and fields, several members of the Board of Commissioners concurrently serve as Chairman and/or Members of the Committees established to support the Board of Commissioners’ duties and responsibilities.
committee committee membership by Board of commissioners members
Audit Committee 1. Jeffrey Kairupan (chairman concurrently member) 2. Zulkifli M. Ali (member)
Risk Oversight Committee 1. Zulkifli M. Ali (chairman concurrently member) 2. Glenn M.S.Yusuf (member)*
3. David Richard Thomas (member) 4. Didi Syafruddin Yahya (member)
Nomination and Remuneration Committee 1. Pri Notowidigdo (chairman concurrently member) 2. Glenn M.S. Yusuf (member)*
3. Didi Syafruddin Yahya (member) 4. Jeffrey Kairupan (member)
Integrated Governance Committee 1. Jeffrey Kairupan (chairman concurrently member)
*) Has tendered his resignation as Vice President Commissioner according to the letter dated 31 August 2019 which effective on 1 September 2019.