CC Guidelines
VII. PERSONNEL CASE ADVISORY COMMITTEE
5. Implementation of Corporate Secretary Duties in 2022
Throughout 2022, the Corporate Secretary performed the following duties and responsibilities in accordance with Article 5 of OJK Regulation No. 35/
POJK.04/2014 concerning the Corporate Secretary of Issuers or Public Companies, among others:
a. Follow the development of the capital market, particularly the laws and regulations that govern capital markets.
No. Subject Description
1. Implementation of
Corporate Actions a. Managing the Annual GMS implementation as stated in the GMS Chapter of this Annual Report.
b. Managing the implementation of equity participation in subsidiaries, as described on the BCA website:
https://www.bca.co.id/en/tentang-bca/hubungan-investor/
beritainvestor 2. Implementation of capital
market, stock exchange, and other regulations
a. Report OJK Regulation No. 11/POJK.04/2017 on ownership reports or changes in share ownership of public companies.
b. Overseeing the development of the Sustainable Finance Action Plan (RAKB).
c. Organizing analyst meetings d. Organizing a Live Public Exposes.
e. Coordinate dividend distribution.
f. Organizing reports and conducting outreach to work units and subsidiary companies regarding affiliated transactions and transactions with conflicts of interest under OJK Regulation No. 42/POJK.04/2020.
g. Organizing a Special List of Commissioners and Directors.
h. Organizing a blackout period for the Boards of Commissioners and Directors.
i. Other reports related to capital market and stock exchange regulations 3. Following the socialization
or development of the most recent regulations, particularly those pertaining to the capital market sector
The 2022 socialization/discussions are related to:
a. OJK Regulation No. 14/POJK.04/2022 relating to the Submission of Periodic Financial Reports by Issuers or Public Companies;
b. OJK Regulation No. 15/POJK.04/2022 on the split and merger of public companies’ shares;
c. OJK Regulation No. 11/POJK.03/2022 on commercial banks’
implementation of information technology (IT);
d. Decree (SK) No. Kep-00066/BEI/09-2022 of the Board of Directors of the Indonesian Stock Exchange (IDX) regarding amendments to regulation Number I-E concerning information submission obligations;
e. Decree of the Board of Directors of PT IDX No. I-A Kep-00101/BEI/12- 2021 regarding amendments to regulation number I-A relating to the registration of shares and equity-type securities other than shares issued by listed companies;
f. KSEI regulation number XI-B on procedures for holding an electronic general meeting of shareholders with voting via the KSEI electronic general meeting system (eASY.KSEI);
g. Decree of the Board of Directors of PT IDX No. II-S Kep-00030/BEI/05- 2022 regarding regulation number II-S relating to equity-type securities trading under special monitoring;
h. Trading plan for equity-type securities on the new economy board.
b. Contribute to BCA’s Board of Directors and Board of Commissioners in order to ensure compliance with capital market laws and regulations
No. Subject Description
1. Contribution/Opinion a. Contribute to/review BCA affiliate transactions.
b. Ensuring that meetings, orientation, and training for members of the Board of Commissioners and the Board of Directors are carried out.
c. Provide input on Sustainable Action Finance Plan and the Bank’s Business Plan.
d. Following up on the completion of the ASEAN Corporate Governance Scorecard.
e. Reviewing and collaborating with related work units in the development of several policies, including the charters of the Board of Commissioners Committee and the Board of Directors Committee, the website
information management policy, and the policy on adjustment procedures for submitting Customer-Based deposit guarantee data reports.
2. Adjusting the
implementation of the most recent governance, such as the Bank Indonesia Regulations, the OJK Regulations, and the ACGS provisions
a. Organize a manual for information disclosure and reporting.
b. Code of Ethics statement organization and digitization c. Completion of the Annual Disclosure and Integrity Pact
d. Creating an integrated governance mapping framework within the BCA financial conglomerate.
e. Hold group discussion forums with subsidiaries three to 4 (four) times a year to discuss governance implementation, such as affiliate transactions, TKT mapping, and the completeness of the company’s website.
f. Conduct GCG-related socialization and education through internal communication facilities such as branch internal displays, plasma TVs, and internal portals, as well as meetings with work units.
c. Assisting the Board of Directors and the Board of Commissioners in the implementation of corporate governance, which includes the following:
No. Subject Description
1. Public disclosure of information, including information available on the Issuer’s or Public Company’s website
a. Reviewing and improving the Governance, Investor Relations, and Sustainability sections of the BCA website;
b. Providing information disclosure /investor news report to both investors and the general public. The report is available on the BCA website: https://www.bca.co.id/en/tentang-bca/hubungan-investor/
beritainvestor
c. Providing BCA reports on the BCA website, such as:
1) Annual Report
(https://www.bca.co.id/en/tentang-bca/hubungan-investor/
laporanpresentasi/laporan-tahunan);
2) Monthly, quarterly, and annual financial reports
(https://www.bca.co.id/en/tentang-bca/hubungan-investor/
laporanpresentasi/laporan-keuangan);
3) Corporate Governance Report
(https://www.bca.co.id/en/tentang-bca/tata-kelola/acgs/
laporanacgs);
4) Integrated Governance Report
(https://www.bca.co.id/en/tentang-bca/tata-kelola/acgs/
laporanacgs);
5) Report on Sustainability and/or Corporate Social Responsibility (https://www.bca.co.id/en/tentang-bca/keberlanjutan/
laporankeberlanjutan).
d. Disclose the Action Plan (Recovery Plan), which can be accessed on the BCA website:
(https://www.bca.co.id/en/tentang-bca/tata-kelola/acgs/kebijakan- gcg)
e. Carry out press releases
f. Provides reports on share ownership transaction of the Board of Commissioners and the Board of Directors through the Indonesian Stock Exchange website.
No. Subject Description 2. On-time submission of
reports to OJK a. Conducting a Self-Assessment of Corporate Governance Implementation in Semesters I and II of 2022.
b. Distribute Audited Financial Statements
c. Submitting reports or correspondence to the OJK and the Indonesia Stock Exchange related to the implementation of governance and compliance with capital market regulations, including but not limited to reports on affiliated transactions, monthly reports on registration of securities holders, and reports on share ownership of the Board of Commissioners and Directors, as described in the Access to Information section of this Annual Report.
d. Submit an annual report on the implementation of good corporate governance.
e. Conduct a self-assessment of integrated governance implementation in semesters I and II of 2022.
f. Submitting reports or correspondence to the OJK and the Indonesia Stock Exchange regarding the implementation of integrated governance, as described in the Access to Information section of this annual report.
g. Submit an annual report on the implementation of integrated governance.
3. Organization and documentation of the General Meeting of Shareholders (GMS)
a. Holding the annual GMS for the fiscal year 2021 on March 17, 2022.
b. Properly documenting the data of the BCA Annual GMS, which consists of announcements, invitations, and Annual GMS resolutions, including through:
1) BCA website, which can be accessed at https://www.bca.co.id/en/
tentang-bca/tata-kelola/aksi-korporasi.
2) The Corporate Secretary and the Integrated GCG Bureau - Environment Sustainability Governance (ESG) Group manage documentation of softcopy and hardcopy data collection.
4. Organization and
documentation of meetings of the Board of Directors and/or the Board of Commissioners
• Attendance at the board of directors meeting by the corporate secretary.
• Prepare minutes of meetings of the Board of Directors and/or joint meetings of the Board of Commissioners with the Board of Directors of BCA, and coordinate the preparation of minutes of meetings of the Board of Commissioners prepared by the Supporting Commissioners.
• Reviewing and submitting follow-up results on the minutes of the Board of Directors meetings and/or joint meetings.
• The documentation of Board of Directors meetings and Board of Commissioners meetings is managed by the board of Directors’
Bureau. Every quarter, the Board of Directors Bureau sends data on the organization of Board of Directors and/or Board of Commissioners meetings to the Corporate Secretary and Integrated GCG Bureau - ESG Group for data collection.
The number of Board of Directors and Board of Commissioners meetings for 2022 can be seen in the Board of Directors and Board of Commissioners Meetings section of this Annual Report.
5. Implementation of company orientation programs for the Board of Directors and/or the Board of Commissioners
Conduct an orientation program for the new board of directors or board of commissioners. The orientation program report can be found in the annual report’s Board of Directors and Board of Commissioners chapters.
d. Act as a liaison between BCA and its shareholders, as well as OJK and other stakeholders:
No. Subject Description
1. Organizing Public Exposes On September 14, 2022, a live public expose was conducted. In accordance with applicable regulations, BCA has reported the results of the live public expose to the Indonesia Stock Exchange.
2. Organization of Press Conferences and Analyst Meetings
Holding press conferences and analyst meetings on:
a. January 27, 2022 (Quarter IV position - 2021).
b. April 21, 2022 (Quarter I position - 2022).
c. July 27, 2022 (Semester I position - 2022).
d. October 20, 2022 (Quarter III position -2022).
No. Subject Description 3. Organization of
communication facilities and provision of internal events
a. Organizing a national work meeting on December 8-9, 2022, (with other work units).
b. Providing internal communication facilities or media, such as news update clippings, BCA info magazines, plasma TVs, branch internal displays, and so on. The means of communication and internal events are described in greater detail in the annual report’s section on access to information and company data.
c. Fill out the MyBCA Hotspot section of the BCA internal portal with links to relevant GCG articles:
1. Non-public offering securities offer 2. E-RUPS Implementation System Provider
3. Changes to the stimulus policy and relaxation of provisions
regarding issuers or public companies in maintaining capital market performance and stability due to the spread of COVID-19
4. The Board of Commissioners Committee 5. PAF and PA
6. Listing Board at the Indonesia Stock Exchange 7. Equity trading under special monitoring
8. Information technology governance of commercial banks 9. Arrangement of public company free float shares
10. Submission of periodic financial reports of issuers or public companies
11. Stock split or reverse stock split by a public company 12. Banking synergy with sharia banks
4. Manage BCA
communication materials a. Updating the BCA website’s corporate governance, investor relations, and sustainability sections.
b. Manage and update information on the BCA website in accordance with applicable regulations.
c. Prepare press release material related to the performance and development of BCA. The 2022 press release report is described in the Access to Information and Corporate Data Section of this Annual Report.
d. Prepare BCA corporate communication materials, such as the publication of BCA financial statements through the mass media, public holiday advertisements, and others.
e. Develop and implement roadshow activities with foreign investors.