1. right to Dividend
Pursuant to the approval of the Annual General Meeting of Shareholders dated 10 April 2015, the Company did not exercise dividend payout for financial year 2014. The profit was recorded as retained earnings and will be allocated to reinforce the Company’s capital to fund business development by observing sound banking practices.
2. right to Amend the Articles of Association
The last amendment on the Company’s Articles of Association was resolved in the Annual GMS dated 10 April 2015. All shareholders of the Company have been provided the right to participate, receive information, and decide on the amendments.
The information and the amendement concept of several articles in the Articles of Association had been informed to the shareholders through, among others, the Company’s website that was uploaded 28 days prior to the AGMS (published at the same time of invitation Ads).
3. right to Authorisation of New Shares Issuance Pursuant to Article 4 paragraph 5 of the Company’s Articles of Association, in the event of new shares issuance, the shareholers shall have the right of first offer and purchase prior to public offering. Should this right is not exercised by the shareholders, the right can be transferred to another parties.
4. right to Assets Transfer
Pursuant to Article 23.1 and 23.1 of the Articles of Association regarding the Company closures, liquidiation shall be enforced as in line with the Article 142, 143, and 147 to 152 of Corporate Law.
The remaining assets of the Company after the liquidation shall be distributed to Class A and Class B shareholders in accordance with total shares proportion.
5. right to Approve the remuneration of Directors/
Board of Commissioners
Pursuant to Article 96 of Corporate Law, the remuneration of the Directors and Board of Commissioners is stipulated by shareholders through the GMS. In 2015, the request to approve remuneration of the Directors and Board of Commissioners of the Company was submitted to the shareholders during GMS dated 10 April 2015 and presented as the meeting’s fifth agenda.
6. right to Propose Propective Directors/Board of Commissioner
Pursuant to the Financial Services Authority regulation No. 32/POJK.04/2014, which was also stated under Article 11 paragraph 11.3 of the Company’s Articles of Association, the shareholders of at least 1/20 (or 5%) of issued/
paid-up capital, has the right to propose the GMS agenda, including candidacy of Directors and/or Board of Commissioners.
7. Directors/Board of Commissioners Selection Mechanism
Pursuant to Article 14 paragraph 2 of the Articles of Association, the qualified members of the Directors shall be appointed by the GMS in line with Article 93 of Corporate Law and Banking regulations. The mechanisms to appoint prospective member of the Directors (in this context the appointment of Tigor M. Siahaan as candidate of the Company’s President Director) employed in GMS 10 April 2015 are as follows:
a. Proposal of candidate by shareholders to the Company’s Directors.
b. Submission of candidate by the Company’s Directors to the Nomination and remunerationa Committee.
c. Assessment and examination by the Nomination and remuneration Committee by, at least, (i) track record and sanctions (if any), (ii) formal and non-formal education background including past achievements, (iii) candidate’s capability to assume the position of President Director, (iv) recap of past positions, (v) non- performing loans.
d. Submission of recommendations based on the assessment results by the Nomination and remuneration Committee to the Board of Commissioners for approval/disapproval.
e. Decision by the Board of Commissioners on candidate proposal to shareholders in the GMS, including to the FSA for fit and proper test.
f. Decision on candidate by shareholders implemented in an individual voting using closed ballots (confidential voting).
g. Candidate is effective following the above procedures and after the approval of the shareholders in GMS as well as the FSA.
8. Disclosure of voting and votes Tabulation Procedures
The disclosure on voting and votes tabulation procedures in the GMS dated 10 April 2015 was elaborated in the GMS Meeting Procedures distributed to shareholders and read by the Corporate Secretary prior to the GMS. The disclosure on voting and votes tabulation procedures was comprehensively set out in the GMS Procedures that has been announced/
uploaded in the Company’s website 28 days prior to the GMS.
9. Disclosure of the Opportunity to Ask Questions or raise Issues in the GMS Minutes
For each agenda of GMS, the shareholders are given the opportunity to ask questions or raise issues related to meeting agenda and/or other matters related to the Company’s business activities. The questions raised shall be recorded in the GMS minutes.
10. Disclosure on Questions and Answers recorded in GMS Minutes
The GMS Minutes shall record all questions asked on the GMS agenda and answers provided by the management.
11. Disclosure of GMS resolutions in GMS Minutes The GMS Minutes shall comprehensively record the GMS resolutions. The Company shall upload core points of meeting resolutions as drawn up by the Notary.
12. Disclosure of voting results in GMS Minutes The GMS Minutes shall record voting results (including affirmative, non-affirmative, and abstain votes).
13. Disclosure of Attending Members of the Board of Commissioners and Directors in GMS Minutes The GMS Minutes shall record and disclose members of the Directors and Board of oCommissioners attending the GMS.
14. President Commissioner’s Attendance in GMS The President Commissioner was present at the Annual GMS on 10 April 2015. The GMS Minutes and GMS List of Attendance have recorded his presence.
15. President Director’s (CEO) Attendance in GMS The President Director was present at the Annual GMS on 10 April 2015. The GMS Minutes and GMS List of Attendance have recorded his presence.
16. Audit Committee Chairman’s Attendance in GMS Mr. roy Edu Tirtadji as Chairman of the Audit Committee was present at the Annual GMS on 10 April 2015. The GMS Minutes and GMS List of Attendance have recorded his presence.
17. GMS venue
In organising the GMS, the Company shall also consider venue access. The Annual GMS held on 10 April 2015 was organised at the Company’s head office that was easily reached by personal vehicles or public transport as well as via alternative routes outside the area where three-in-one regulation applied: Financial Hall, Graha CIMB Niaga, lantai 2, Jl. Jend. Sudirman Kav. 58, South Jakarta.
18. voting in absentia
Considering that Indonesian law does not recognise voting in absentia (without the presence of a shareholder in meeting venue), presently the Company has not exercised voting in absentia in any of its GMS.
To facilitate shareholders that are unable to attend the meeting however aim to cast votes in the GMS, the shareholders may extend power of attorney or proxy to a third party that will then attend and cast votes on behalf of the shareholders.
19. voting Mechanism in GMS
The resolutions of GMS 10 April 2015 were collectively and amicably reached. Should the deliberation failed to reach a resolution a voting is employed. During the GMS, voting was applied to decide the agenda related to individuals, in which in line with the Articles of Association that voting shall be done in CONFIDENTIALITY. This is applied to the fourth agenda on the approval of resignation of Mr. Arwin rasyid as President Director and on the appointment of Mr. Tigor M. Siahaan as the new President Director.
The mechanism of CONFIDENTIAL voting is as follows:
• Filled ballot papers
• Each shareholder inserted the ballot paper to ballot box
• Ballot papers were tabulated by the Notary The decisions for other agenda that does not concern any invidiual are conducted with the transparent voting mechanisms, as follows:
• Shareholders with non-affirmative votes are requested to raise hands
• Shareholders with blank or abstained votes are also requested to raise hands
• Shareholders that do not raise hands are counted as “affirmative” votes
Corporate Governance Process
20. Disclosure of Appointment of an Independent Party to Count and/or validate votes at the GMS The Company has disclosed the votes tabulation in the GMS 10 April 2015 that was carried out by independent party, namely the Notary, with the assistance of Share registrar.
21. Disclosure of GMS resolutions
resolutions of the Annual GMS 10 April 2015 were published on the same day/date of the GMS. The resolutions were also available in video format accessible via http://youtu.be/ltMopwWvZF8 and has been informed in the Company’s website.
Furthermore, the publication through advertisements was done on the next day following the GMS date (dated 13 April 2015). The advertisements were uploaded in the websites of the Company and Indonesia Stock Exchange on the same date of the advertisements date.
22. GMS Notice and Invitation
On 25 February 2015, the Company published the Annual GMS notification dated 10 April 2015 (or 44 days prior to the GMS). Following the notice, the GMS invitation that detailed the date, time, venue, agenda, and meeting materials was published on 12 March 2015 (or 28 days prior to the GMS).
23. Explanation of GMS Agenda
The Company published brief GMS Agenda Explanation on the GMS Invitation advertisement, by referring to comprehensive elaboration in the Company’s website, titled Agenda Explanation of 2015 Annual General Meeting of Shareholders.
24. On Merger, Acquisition, and/or Takeover, the Company Appoints Independent Party to Evaluate the Fairness of Transaction Price
In the last merger process, in which PT Bank Lippo Tbk was merged into PT Bank CIMB Niaga Tbk, the Company has appointed several Independent Parties as stated in the Merger Plan submitted to the Shareholders both through advertisements in print media as well as through copies distributed to shareholders during EGMS dated 18 July 2008.
25. Institutional shares ownership above 5%
Currently, there is no other institutional shareholders (other than CIMB Group Sdn Bhd, as the controlling shareholder of the Company) that own 5% or more of all shares issued by the Company.
Even though there is no other institutional shareholders other than CIMB Group Sdn Bhd, which owns 5% or more, the Company continues to facilitate the rights of shareholders as stipulated in the Articles of Association for one or more shareholders jointly representing 1/20 of total shares with legitimate votes to propose the GMS agenda or the candidates of the Directors and Board of Commissioners.