PURSUANT TO OJK REGULATIONS
The Financial Services Authority Regulation (POJK) No. 21/POJK.04/2015 concerning Implementation of Corporate Governance in Public Companies and the Financial Services Authority Circular Letter (SEOJK) No. 32/SEOJK.04/2015 concerning Corporate Governance Guidelines for Public Companies contain 5 (five) aspects, 8 (eight) principles, and 25 (twenty five) recommendations on corporate governance recommended by OJK. CIMB Niaga implements those aspects, principles and recommendation, using the “comply or explain” approach, as follows:
Aspect Principle Recommendation Description
Public Company Relationship with Shareholders in ensuring the Right of the Shareholders
Principle 1:
Improve the Value of the General Meeting of Shareholders (GMS)
1.1 The Public Company has technical voting procedure either open or closed that promotes independency and the interest of shareholders.
Comply
In an effort to improve the independency, freedom and confidentiality of shareholders in the voting process, CIMB Niaga has a policy of conducting voting in the GMS using an electronic secret ballot (e-voting) system for each agenda in the GMS, as sets out in the Rules of the GMS.
The e-voting mechanism in the Annual GMS and Extraordinary GMS is conducted using a touch-screen provided by CIMB Niaga, or using the smartpone or other mobile devices (tablet, iPad, and others) of shareholders or their proxies. CIMB Niaga is thus the first listed company in Indonesia to implement e-voting. The Bank also implements the e-Proxy, enabling shareholders who are absent in the meeting, by choice or otherwise, to exercise their right through an electronic proxy and voting (e-Proxy), known as Electronic General Meeting System (eASY.KSEI) facilitated by KSEI.
Vote counting is conducted by independent parties, PT Bima Registra, share registrar, and Ashoya Ratam S.H., Notary. This serves to protect the independence and interests of the shareholders in the voting process.
The Rules of the GMS have been uploaded to the Bank’s website 28 (twenty eight) days prior to the date of GMS, distributed to the shareholders as they enter the GMS venue, and read aloud by the Corporate Secretary before the GMS starts.
1.2 All members of the Board of Directors and the Board of Commissioners are attend the Annual GMS.
Comply
All members of the Board of Directors and the Board of Commissioners of CIMB Niaga were attend the AGM on 9 April 2021 as well as at the EGM on 17 December 2021. The attending members of the Board of Directors and Board of Commissioners were able to represent the Bank in informing all of the meeting agendas to the shareholders, for the AGM and EGM to proceed smoothly.
1.3 Summary of GMS minutes is available on the Public Company’s website at least for 1 (one) year.
Comply
CIMB Niaga uploaded the Summary of the GMS minutes on the same day after the adjournment of the GMS on the CIMB Niaga’s website (www.cimbniaga.co.id). The summary of the minutes of the GMS since 2013 up to the present day are available on the Bank’s website, both in Bahasa Indonesia and English.
Public Company Relationship with Shareholders in ensuring the Right of the Shareholders
Principle 2:
Improving the Communication Quality of the Public Company with Shareholders or Investors
2.1 The Public Company has a communication policy with the shareholders or investors.
Comply
CIMB Niaga has Policy No. M.02 on Communication with Shareholders or Investors, that has been uploaded on the CIMB Niaga website (www.cimbniaga.co.id).
Communication carried out by the Bank includes the implementation of the GMS, Public Expose, Analyst Presentation, Annual Rating Review, publication of Monthly, Quarterly and Annual Financial Statements, as well as through accurate and timely disclosure of information. CIMB Niaga also provides information on head office and branch location addresses, e-mail address and telephone numbers both on the website and the Annual Report, access to Social Media (Facebook, Twitter,
Aspect Principle Recommendation Description 2.2 The Public Company
discloses its communication policy with the shareholders or investors on the website.
Comply
CIMB Niaga has Policy No. M.02 on Communication with Shareholders or Investors, that has been uploaded on the CIMB Niaga website (www.cimbniaga.co.id).
Function and Role of the Board of Commissioners
Principle 3:
Strengthen the Board of Commissioners Membership and Composition
3.1 Determination of the number of members of the Board of Commissioners shall consider the condition of the Public Company.
Comply
CIMB Niaga has a Policy and Procedure for the Nomination,
Appointment, Replacement and/or Dismissal of Members of the Board of Commissioners, the Board of Directors and the Committees under the Board of Commissioners as a guideline for the Nomination and Remuneration Committee in the nomination process of the members of the Board of Commissioners of CIMB Niaga by considering the needs, conditions and capabilities of the Bank.
As per December 2021, the Board of Commissioners of the Bank consists of 6 (six) persons, of which 3 persons (50%) are Independent Commissioners. The total members of the Board of Commissioners does not exceed the total members of the Board of Directors.
3.2 Determination on the composition of the members of the Board of Commissioners considers the diversity, expertise, knowledge and experience required.
Comply
The Board of Commissioners of CIMB Niaga has a diverse backgrounds in terms of expertise/education, knowledge, experience and nationality that aims to support the development of the Bank’s business. This shown in the profiles of each member of the Board of Commissioners.
Principle 4: The Function and Role of the Board of Directors in Enhancing the Quality of the Duties and Responsibilities performance of the Board of Commissioners.
4.1 The Board of Commissioners has a self-assessment policy to evaluate its performance.
Comply
The policies for the performance assessment of the Board of
Commissioners and the Committees under the Board of Commissioners are set out in the Appendix of the Nomination and Remuneration Committee Charter, which can be accessed through the CIMB Niaga’s website (www.cimbniaga.co.id).
4.2 The self-assessment policy on the Board of Commissioners performance is disclosed in the Annual Report of the Public Company.
Comply
The performance assessment policy of the Board of Commissioners is set out in the Appendix of the Nomination and Remuneration Committee Charter, and disclosed in the Corporate Governance Report section of this Annual Report along with the results.
4.3 The Board of Commissioners has a policy related to resignation of the Board of Commissioner’s members if such member is involved in financial crimes.
Comply
The Charter of the Board of Commissioners of CIMB Niaga (point XI.4) stipulated that members of the Board of Commissioners who are involved in financial crimes and/or other criminal offenses are required to resign from their positions.
4.4 The Board of Commissioners or the Nomination and Remuneration Committee shall prepare the succession policy in the nomination process of the members of the Board of Directors.
Comply
The succession policy has been stipulated in the Nomination and Remuneration Committee Charter and the Policy and Procedure for the Nomination, Appointment, Replacement and/or Dismissal of the Members of the Board of Commissioners, the Board of Directors and the Committees under the Board of Commissioners, as well as disclosed in the Nomination and Remuneration Committee’s Report in this Annual Report.
Aspect Principle Recommendation Description Function and
Role of the Board of Directors
Principle 5:
Strengthen the Board of Directors Membership and Composition
5.1 Determination of the number of members of the Board of Directors shall considers the Public Company condition and effectiveness of decision making.
Comply
CIMB Niaga has a Policy and Procedure for the Nomination,
Appointment, Replacement and/or Dismissal of Members of the Board of Commissioners, the Board of Directors and the Committees under the Board of Commissioners as a guideline for the Nomination and Remuneration Committee in the nomination process of the members of the Board of Directors of CIMB Niaga by considering the Bank’s financial condition and capability, as well as the organizational needs and business complexity as the second largest private commercial bank in Indonesia.
As per December 2021, the Board of Directors of the Bank consists of 9 (nine) persons, of which 1 (one) person are pending the result of the Fit and Proper Test from OJK. The total members of the Board of Directors is more than the total members of the Board of Commissioners.
5.2 Determination on the composition of the members of the Board of Directors considers the diversity, expertise, knowledge, and experience required.
Comply
The Board of Directors of CIMB Niaga has a diverse backgrounds in terms of expertise, knowledge, and experience, as shown in the profiles of each member of the Board of Directors. The diversity and composition of the Board of Directors are required in order to provide the best possible solution for the Bank, according to the Bank’s needs, size and business complexity.
5.3 Members of the Board of Directors responsible for accounting or finance have accounting expertise and/or knowledge.
Comply
Mr. Lee Kai Kwong is the Strategy, Finance & SPAPM Director of CIMB Niaga, in charge of accounting and finance. He holds a Bachelor of Science (Fin) from the University of Pennsylvania, USA and previously served as Senior Managing Director - Regional Head of Consumer Business Planning & Analysis at CIMB Bank Malaysia, and has held various positions in the field of Finance. Mr. Lee Kai Kwong meets the criteria of having expertise and/or knowledge in accounting and/or finance.
Principle 6: Improve the Quality of the Board of Directors Duties and Responsibilities performance
6.1 The Board of Directors has a self-assessment policy to evaluate its own performance.
Comply
The policy for the performance assessment of the Board of Directors is set out in the Appendix to the Nomination and Remuneration Committee Charter, which can be accessed through the CIMB Niaga’s website (www.cimbniaga.co.id).
6.2 The self-assessment policy on the Board of Directors performance is disclosed in the Annual Report of the Public Company.
Comply
The policy for the performance assessment of the Board of Directors is set out in the Appendix to the Nomination and Remuneration Committee Cherter, and disclosed in the Corporate Governance Report section in this Annual Report along with the results.
6.3 The Board of Directors has a policy related to resignation of the members of the Board of Directors if such member is involved in financial crimes.
Comply
The Charter of the Board of Directors of CIMB Niaga (point XI.4) stipulated that members of the Board of Directors who are involved in financial crimes and/or other criminal offenses are required to resign from their positions.
Stakeholders
Participation Principle 7:
Improving Corporate Governance through Stakeholders Participation
7.1 The Public company has a policy to prevent insider trading.
Comply
To prevent Insider Trading, CIMB Niaga has a Conflict Management Policy that has been uploaded to the CIMB Niaga’s website (www.
cimbniaga.co.id).
The policy establishes the rules, the identification, the mitigation and the management of any potential conflicts of interest that may arise within the Bank as a result of activities carried out by the Bank’s business units that enable them to obtain information about the Bank, Bank’s customers and the CIMB Group.
Aspect Principle Recommendation Description 7.2 The Public Company has
an anti-corruption and Anti-fraud policy.
Comply
CIMB Niaga has in place Anti-corruption Policy No. M.11 and Anti-fraud Policy No. E.07 that have been uploaded on CIMB Niaga’s website (www.
cimbniaga.co.id).
The Anti-corruption Policy is intended to provide information and guidance for those working for and on behalf of the Bank, on how to recognize, raise concern and deal with corruption issues.
The Anti-fraud Policy regulates the framework, governance and implementation of anti-fraud strategy which are implemented through 4 pillars namely prevention, detection, investigation and supervision.
Further explanation regarding the Anti-corruption Policy and Anti-fraud Policy is disclosed in this Annual Report.
7.3 The Public Company has a suppliers or vendors selection and capability improvement policy.
Comply
CIMB Niaga has a Goods and Services Procurement Policy No. E.04.A.06, a Goods and Services Procurement Procedure No. E.04.A.06.P.01, and a Vendor Code of Ethics that have been uploaded to the CIMB Niaga’s website (www.cimbniaga.co.id) and disclosed further in this Annual Report.
CIMB Niaga’s Employee Code of Ethics & Conduct as well as the Anti- Corruption Policy also regulate on the relationships with business partners (customers, suppliers, vendors and consultants that engaged with the Bank), including anti-competition policy, objective evaluations, prohibitions on gratification, and provisions regarding consultation and lobbying with business partners.
7.4 The Public Company has a policy on the fulfillment of creditor’s rights.
Comply
CIMB Niaga has Fulfillment of Creditors’ Right Policy No. M.05 that has been uploaded on CIMB Niaga’s website (www.cimbniaga.co.id) and further disclosed in this Annual Report.
The policy regulates that CIMB Niaga shall apply and respect to the rights of creditors through equal treatment to all creditors, exercising their rights and obligations in a timely manner with no hidden information by the Bank.
7.5 The Public Company has a whistleblowing system policy.
Comply
CIMB Niaga telah memiliki Whistleblowing Policy No. E.08 that has been uploaded on CIMB Niaga’s website (www.cimbniaga.co.id) and further disclosed in this Annual Report.
7.6 The Public Company has a long-term incentive policy for the Board of Directors and employees.
Comply
CIMB Niaga has Risk-based Remuneration Policy No.A.06.02, which contains policies on the provision of long-term incentives for the Board of Directors and employees considered as Material Risk Taker (MRT).
Further information on the Remuneration Policy is presented in this Annual Report.
Information
Disclosure Principle 8:
Improvement on the Information Disclosure
8.1 The Public Company benefits from the utilisation of broader technology other than Website as information disclosure channel.
Comply
In addition to website, CIMB Niaga also utilizes other technology such as phone banking, e-mail, radio, print media, and social media platforms (such as Instagram, Facebook, Twitter, LinkedIn, and YouTube) as media channels for information disclosure.
Further discussion on Access to Company Information and Data is presented in this Annual Report.
8.2 The Annual Report of the Public Company discloses share ownership of at least 5%
(five percent), other than disclosure of ultimate shareholders of the Public Company through major and controlling shareholders.
Comply
CIMB Niaga has no shareholders that own at least 5% of the Bank’s shares, other than the Controlling Shareholders (CIMB Group), as disclosed in the Corporate Profile section in this Annual Report.