Aspects Principles Recommendations Implementations 3. BoD Function
and Role Principle 5:
Strengthen the BoD Membership and Composition
5.1 In identifying number of the directors, public company considers its condition and decision making effectiveness
Complied
Without compromising the decision making effectiveness of respective Director, the BoD membership considers:
- The Company’s financial condition and capacity.
- Organisational needs and complexity as the fifth largest Bank in Indonesia which requires a blanced number of BoD.
5.2 The BoD composition reflects necessary diversity of skills, knowledge, and experience
Complied
The Company’s BoD consists of individuals with diverse background of skills, knowledge, and experience. It can be seen from the profile of each BoD. The diversity of the BoD of the Company is required to enrich the culture, and fill the gap and void that may occur.
5.3 The directors responsible for accounting or finance have relevant expertise and knowledge
Complied
The Company’s Finance Director, Mr. Wan Razly Abdullah is an expert and seasoned accountant with experiences in various foreign companies. He graduated from Institute of Chartered Accountants in England and Wales and is a holder of degree in Law and Accounting from University of Manchester, UK.
Principle 6:
Enhance the Quality of the BoD Duties and Responsibilities Performance
6.1 The BoD have self assessment policy to measure BoD performance
Complied
In implementing strategy and monitoring the performance achievement, the Company applies Balanced Scorecard that converted to Key Performance Indicators (KPIs), adopting four perspectives of balanced scorecard: finance, customer, internal process, and people. The BoD performance is reflected from the level of the Company’s soundness indicated by risk profile, Good Corporate Governance (GCG), profitability, and capital.
6.2 Self-assessment policy to appraise the BoD performance is disclosed in annual report of the public company
Complied
BoD performance is assessed using Balanced Scorecard approach that is converted into KPI, disclosed in the Report of the BoD section in this Annual Report.
6.3 The BoD have a policy concerning member resignation in the event that a member is involved in financial crimes
Complied
The Company has in place the Policy that stipulates the rights of BoD to resign under the Article 14.6.
of the Company’s Articles of Association and BoD Charter. The policy also stipulates the indication of financial crimes committed by the BoD, BoC, based on the resolution of BoC Meeting, is entitled to temporary dismiss member of the BoD which must be followed-up in the AGMS.
Aspects Principles Recommendations Implementations 4. Stakeholders
Participation Principle 7:
Enhance Corporate Governance through Stakeholders Participation
7.1 Public company has in place the
policy to prevent insider tradings Complied
The Company has in place policy of stock trading by Insider namely Conflict of Interest Management Policy, which was uploaded on the Company’s website and disclosed in Conflict of Interest Management Policy section (including Insider Trading).
7.2 Public company has in place the anti-corruption and anti-fraud policies
Complied
The Company has in place Anti-Fraud policy of its own and Anti-Corruption Policy which is included in the Code of Conduct, Gratuity Policy and Whistleblowing Policy as disclosed in the Anti-Fraud and Anti-Corruption section in this Annual Report.
7.3 Public company has in place the policy on suppliers or vendors selection and capacity building
Complied
The Company has in place policy on the selection of suppliers or vendors as disclosed in the section of Policy and Vendor Selection in this Annual Report.
7.4 Public company has in place the policy to fulfill the rights of creditors
Complied
The Company applies and respects the rights of creditors by adopting equal treatment to all creditors, exercise the rights and obligations on time, and no hidden corporate information (disclose).
7.5 Public company has in place the whistleblowing system policy
Complied
The Company has in place the Whistleblowing policy as disclosed in the section of Whistleblowing in this Annual Report
7.6 Public company has in place the policy of longterm incentives for the directors and employees
Complied
The provision of long-term incentives to Directors and employees through stock ownership program (EOP), Management Option Program (MOP), Equity Management Program (PEM) as disclosed in the Audited Statements for the fiscal year 2016.
Additionally, the Company has also provided Employee Stock Option Program (ESOP).
5. Information
tranparency Principle 8:
Enhance Information Disclosure
Implementation
8.1 Public company utilises range of information technology platforms other than website as channels of information disclosure
Complied
In addition to website, the Company also uses other forms of IT such as Phone Banking and social media applications (Instagram, Facebook, and Twitter), as media channel for information disclosure.
8.2 Annual report of public company discloses the ultimate beneficiaries of at least 5% shareholding in the public company, in addition to the disclosures of ultimate beneficiaries of shareholding in a public company through majority and controlling shareholders
Complied
The Company has no other shareholders that own 5% of shares other than Majority/Controlling shareholder, as in the disclosure of shareholders of 5% or more and 20 largest shareholders disclosed in the section of Shares and Other Securities Information in this Annual Report.