BOARD OF COMMISSIONERS COMMITTEES
II. RISK OVERSIGHT COMMITTEE
d. Convened 8 (eight) meetings with DAI for:
i. Evaluate annual planning.
ii. Evaluating the implementation of internal audits every semester.
iii. Conduct discussions on audit results that are considered significant.
e. Reviewed internal audit results report and monitor their follow-up.
f. Reviewed and improved the Audit Committee Charter.
g. Reviewed BCA’s compliance with the provisions, regulations, and laws that apply in the banking sector through reviewing compliance reports on prudential provisions that are reported every semester.
h. Reviewed credit portfolio reports published every semester.
i. Monitored the implementation of risk management through quarterly reports on BCA’s Risk Profile and monthly reports on the Operation Risk Management Information System (ORMIS).
j. Conducted studies on:
i. The results of the examination by OJK and its follow-up.
ii. Management Letter from KAP Tanudiredja, Wibisana, Rintis & Rekan (a member firm of the PwC global network) and its follow-up.
k. Reported the results of regular studies and evaluations on the aspects of governance, risk management, compliance, and control to the Board of Commissioners every quarter.
l. Attended a virtual AGMS, Analyst Meeting and BCA National Working Meeting in 2022.
m. In accordance with OJK Regulation No. 1/
POJK.03/2019, performed an assessment of the DAI, whose results are submitted to the Board of Commissioners to be forwarded to the Remuneration and Nomination Committee (KRN)
n. Convened meetings with KAP Tanudiredja, Wibisana, Rintis & Rekan (a member firm of the PwC global network) to discuss the final results of the audit of BCA’s Financial Statements for the 2022 fiscal year along with the Management Letter.
2. ROC Charter
ROC has work guidelines stipulated in the ROC Charter, which has been ratified based on the Board of Commissioners’ Decree No. 111/SK/KOM/2022 dated July 18, 2022, concerning the Risk Oversight Committee Charter of PT Bank Central Asia Tbk.
The scopes governed in the ROC Charter are as follows:
• Duties and Responsibilities
• Authority
• Committee Membership Structure
• Membership Requirements
• Concurrent Position
• Term of Office
• Work Mechanism
• Work Hours
• ROC Meetings
• Competence
• Reporting
The ROC Charter have been uploaded on the BCA website in the Good Corporate Governance section. (https://
www.bca.co.id/en/tentang-bca/tata-kelola/Struktur-Organisasi)
3. Structure and Membership of ROC
The composition of ROC BCA membership complied with the applicable provisions according to OJK Regulation No. 55/POJK.03/2016 concerning the Implementation of Governance for Commercial Banks and as stipulated in the ROC Charter. In 2022, ROC has 3 (three) members who have been appointed by the Board of Directors through the Board of Directors’ Decree No. 079/SK/DIR/2021 dated April 29, 2021, and based on the decision in the Minutes of Meeting of the Board of Commissioners No. 21/RR/KOM/2021 dated April 28, 2021.
Composition of ROC Members as of December 31, 2022
Name Position in Committee Position at BCA Term of Office Based on AGMS Cyrillus Harinowo Chairman (Concurrently as member) Independent
Commissioner 2021 - 2026
Endang Swasthika
Wibowo Member Independent Party 2021 - 2026
Subianto Rustandi Member Independent Party 2021 - 2026
4. ROC Member Profiles and Qualifications Cyrillus Harinowo
The educational background, expertise, position, and work experience of ROC members can be found in the Company Profile section on page 78 of this 2022 BCA Annual Report.
Endang Swasthika Wibowo
The educational Background, expertise, position and work experience of ROC members can be found in the Company Profile section on page 83 of this 2022 BCA Annual Report.
Subianto Rustandi
The educational background, expertise, position and work experience of ROC members can be found in the Company Profile section on page 84 of this 2022 BCA Annual Report.
5. Education or Training
Throughout 2022, ROC members have carried out the following virtual education or training:
Name Education/Training Organizer Date
Cyrillus Harinowo It can be found in the Board of Commissioners chapter in the Training Program to Improve the Competence of Members of the Board of Commissioners section on page 361 of this 2022 BCA Annual Report.
Endang Swathika
Wibowo The Impact of ESG on the Performance of the
Financial Services Industry OJK January 27,
2022 The Impact of Climate Change on Financing
Aspects and Insurance Premium Based on Green Economy
OJK February 24,
2022 Opportunities and Challenges of Blockchain
Implementation in the Financial Industry OJK March 24, 2022 Carbon Market: Guide to Global Off-setting
Mechanism OJK May 12, 2022
Bank Digitalization: Lesson Learned from Asian
Countries OJK May 19, 2022
Preventing and Combating Financial Crime in
Financial Services Industry OJK June 9, 2022
The Role of Digitalization in Encouraging
Increased Financial Inclusion OJK June 23, 2022
Digitalization of Risk Management BARa Risk Forum October 6, 2022 Indonesia Knowledge Forum “Leveraging
Business Opportunities for Stronger Growth and Resilient Future”
BCA October 18,
2022 The Role of the Financial Services Industry in
Supporting MSME Inclusion and Digitalization OJK November 8, 2022 Voluntary Carbon Market Trisakti Sustainability
Center November 10,
2022 Subianto Rustandi Crime Challenges and Mitigation and
Enhancement of Cyber Security in the Financial Services Industry
OJK March 10, 2022
Central bank 4.0 Webinar Series Central bank Digital Currency (CBDC) Prototype: Insight on Best Practices of CBDC Implementation
BI Institute March 31, 2022
Bank Digitalization: Lesson Learned from Asian
Countries OJK May 19, 2022
Preventing and Combating Financial Crime in
Financial Services Industry OJK June 9, 2022
The Role of Digitalization in Encouraging
Financial Inclusion Improvement OJK June 23, 2022
Banking Agility - Building Resilience and
Growing from Failure OJK July 14, 2022
Digitalization of Risk Management BARa Risk Forum October 6, 2022 Indonesia Knowledge Forum “Leveraging
Business Opportunities for Stronger Growth and Resilient Future”
BCA October 18,
2022 Voluntary Carbon Market Trisakti Sustainability
Center November 10,
2022
6. Term of Office
The term of office for ROC members is as follows:
1. The term of office of ROC members may not be longer than the term of office of the Board of Commissioners as stipulated in the BCA Articles of Association and can be reappointed:
2. In case of:
a. The term of office of ROC members ends because the term of office of members of the Board of Commissioners ends as referred in point 1 above, the appointment of ROC members must be carried out within 3 (three) months from the date of the appointment of members of the Board of Commissioners or since being declared fit and proper by OJK.
b. If there is a vacancy in the ROC, i.e., the number of ROC members is less than the stipulated number due to a member who is permanently absent or resigns for any reason, then the appointment of ROC members must be carried out within 3 (three) months after the vacancy occurs.
The term of office of ROC members for this period will end at the close of the 2026 AGMS.
7. ROC Membership Requirements
ROC membership requirements are as follows:
1. ROC members must have good integrity, character, and morals.
2. Members of the Board of Directors are prohibited from becoming ROC members.
3. Former members of the Board of Directors or Executive Officers of BCA or parties who have a relationship with BCA that may affect the person’s ability to act independently are prohibited from becoming an Independent Party before undergoing a 6 (six) month cooling-off period. This provision does not apply to former members of the Board of Directors or Executive Officers, whose job is to carry out supervisory functions at BCA.
4. Independent parties as ROC members must come from parties outside of BCA who have no financial, management, share ownership, and/or family relationships with members of the Board of Directors, Board of Commissioners, and/or controlling shareholders, or other relationships with BCA that may affect their ability to act independently, including relationships in the form of BCA share ownership with total ownership of more than 5% (five percent) of BCA’s paid-up capital.
5. Members from Independent Parties must be recommended by the Remuneration and Nomination Committee.
Concurrent Position
1. The Chairmain of ROC may serve as Chairman of a Committee in no more than 1 (one) other committee at BCA.
2. ROC members who come from Independent Parties can hold concurrent positions as Independent Parties as members of other committees at BCA, other banks, and/or other companies, as long as those concerned:
a) Fulfilling all the required competencies;
b) Meets the independence criteria;
c) Able to maintain BCA confidentiality;
d) Pay attention to the applicable code of ethics; and
e) Not to neglect the implementation of duties and responsibilities as a member of BCA ROC.
8. Independence of ROC Members
All ROC members are independent parties who do not have financial, management, share ownership, and/or family relationships with members of the Board of Commissioners, members of the Board of Directors, and/or Controlling Shareholders, as well as business relationships with BCA, that may affect their ability to act independently.
Aspects of ROC independence are explained in the following table:
Independence Aspect Cyrillus Harinowo Endang Swasthika
Wibowo Subianto Rustandi Has no financial relationship with the Board of
Commissioners and the Board of Directors. √ √ √
Has no management relationship at the company,
subsidiaries or affiliated companies. √ √ √
Has no share ownership relationship at the company. √ √ √
Has no family relationship with the Board of Commissioners, Directors, and/or other ROC members.
√ √ √
Not serving as administrators of political parties,
officials, and government. √ √ √
9. Duties and Responsibilities of ROC
ROC has the following duties and responsibilities:1. Assist and provide recommendations to the Board of Commissioners to ensure effective performance of its duties and responsibilities in the field of risk management and ensure that the risk management policy is properly implemented.
2. In providing recommendations to the Board of Commissioners, the ROC must conduct at least the following:
a. Evaluating the consistency between the risk management policy and the implementation of BCA’s policy;
b. Monitoring and evaluating the implementation of duties of the Risk Management Work Unit, the Risk Management Committee, and the Information Technology Steering Committee.
3. Support the Board of Commissioners in carrying out its duties and responsibilities in the implementation of risk management, including, among other things, the following risks:
a. Credit Risk;
b. Market Risk;
c. Liquidity Risk;
d. Operational Risk;
e. Legal Risk;
f. Reputation Risk;
g. Strategic Risk;
h. Compliance Risk; and i. Information Technology Risk.
4. Assist the Board of Commissioners in carrying out its duties of maintaining and monitoring the Bank’s Soundness Level and taking the necessary measures to maintain
5. Assist the Board of Commissioners in monitoring and evaluating the implementation of the Recovery Plan.
6. Develop working guidelines and rules for the Committee (the Charter) and conducting reviews as needed.
7. Carry out other duties and responsibilities given by the Board of Commissioners from time to time.
10. Authorities of ROC
In carrying out its supervisory duties, ROC has the following authority:
a. Obtaining reports from the Board of Directors and the Management on any significant risk management issues to enable it to give recommendations to the Board of Commissioners.
b. Conducting other activities as may be delegated by the Board of Commissioners to the ROC in accordance with the ROC Charter.
11. Policies and Implementation of ROC Meetings
ROC meeting procedures include:
1. Organizing the Meeting:
a. ROC meetings are held according to the BCA’s needs, and at least once every quarter or 4 (four) times a year.
b. ROC meetings can only be held if attended by at least 51% (fifty-one percent) of the total committee members, including 1 (one) Independent Commissioner and 1 (one) Independent Party.
c. The attendance rate of ROC members in meetings is at least 75% (seventy- five percent) of the number of ROC
d. Meetings can be held either in person or through electronic media, or a combination of the two.
e. Meetings that are attended non- physically are conducted via teleconference media, video conferences, or other electronic media facilities that must allow all meeting participants to see and/
or hear each other directly and participate in the meeting.
f. Invitations and meeting materials must be distributed to members of the committee no later than 5 (five) working days prior to the meeting date.
2. Making Meeting Resolutions:
a. The decision of the ROC Meeting must first be made based on deliberation to reach a consensus.
b. In the event that deliberation for consensus does not occur, the decision is made based on the majority vote with the principle of 1 (one) person 1 (one) vote.
c. All ROC Meeting decisions are binding for all ROC members.
3. Minutes of Meeting:
a. The results of the ROC meeting must be included in the minutes of meeting, which must be signed by all ROC members present and documented in accordance with the law.
b. Dissenting opinions that occur at the ROC Meeting must be clearly stated in the Minutes of Meeting along with the reasons for the dissent.
c. The ROC meeting produced recommendations that the Board of Commissioners and Board of Directors can use to their best advantage.
As of December 31, 2022, ROC has held 8 (eight) meetings.
Data on the attendance of Committee members in the implementation of ROC meetings for the January - December 2022 period are as follows:
Name Number of Meetings Attendance Percentage
Cyrillus Harinowo 8 8 100%
Endang Swasthika Wibowo 8 8 100%
Subianto Rustandi 8 8 100%
Agenda on the implementation of ROC meeting throughout 2022 is as follows:
No. Date Agenda
1 January 12, 2022 Strategic Risk Evaluation
2 February 16, 2022 Committee reporting to the Board of Commissioners for the Fourth Quarter of 2021 3 April 25, 2022 Market and Liquidity Risk Evaluation
4 May 18, 2022 Committee Reporting to the Board of Commissioners for the First Quarter of 2022 5 August 9, 2022 Operational and Compliance Risk Evaluation and Strategic Risk Assessment 6 August 24, 2022 Committee Reporting to the Board of Commissioners for the Second Quarter of
2022
7 October 26, 2022 Credit Risk Evaluation and BCP Update and Crisis Management at BCA
8 November 16, 2022 Committee Reporting to the Board of Commissioners for the Third Quarter of 2022
12. Realization of Work Program and Implementation of Activities of ROC in 2022
Throughout 2022, ROC has carried out the following:
a. Reviewed and adjusted the Risk Management Committee Charter.
b. Monitored the implementation of the duties of the Risk Management Committee, the
Risk Management Unit and the Information Technology Steering Committee (ITSC).
c. Monitored BCA’s risk profile analysis and specifically studied credit risk, operational risk, market risk, liquidity risk, as well as reputation risk.
d. Performed analysis on the results of stress tests for credit risk, market risk, and liquidity risk.
e. Ensuring that the implementation of Good Corporate Governance is carried out properly and attending the Analyst Meeting and the 2022 BCA National Work Meeting virtually.
f. Monitored the realization of the implementation of Risk Management, particularly the control and limit of credit, liquidity and market risk, as well as operational risk, every month.
g. Monitored the developments, impacts, and risk mitigation in general related to the COVID-19 pandemic and the global economic downturn.
h. Changes in the strategic risk profile due to changes in patterns of business and economic activity due to the impact of the pandemic and its mitigation as well as the issuance of several new regulations related to banking and payment systems are among the things that need to be looked at more specifically.
i. Monitored and explored new regulations related to risk management.