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.
2. Where the Company has more than One Class of Shares, the Company Published the voting rigths Attached to each Class of Shares
The Company published the rights attached to each class of shares as stated in the Article 5.1 of the Company’s Articles of Association, which states that the Company has two class of shares, namely Class A and Class B shares that are registered as common shares granting the same rights to the holders, including voting rights, as futher regulated under Article 5.1.b of the Company’s Articles of Association. The Company’s Articles of Association is also accessible in the Company’s website.
3. Each resolution in GMS has One Subject
Each resolution in GMS is reached according to the GMS agenda, in which each agenda addresses a specific issue that requires the GMS approval, as such there is no grouped of subjects in the same resolution.
4. Language used in GMS Notice and Invitation The notification and invitation as well as resolutions of the GMS dated 10 April 2015 were translated into English and uploaded in the Company’s website at the same time of Indonesian versions publication in the newspaper. The notification, invitation and resolutions of GMS in both Indonesian and English were uploaded in the Company’s website under the section of “General Meeting of Shareholders 2015”.
5. Profiles of the Directors and Board of Commissioners
The Company has disclosed profiles of the Directors and Board of Commissioners (age, qualifications, first appointment as the Directors or Commissioners of the Company, experience, and concurrent positions as Director in other Public Companies). The profiles are available in a separate section of this Annual report.
6. Identfication of Public Accountant (External Auditor)
The appointment of Public Accountant (external auditor) is clearly identified through applicable procedures. Public accountant is proposed by the Directors and recommended by Audit Committee following review and oversight, including the determination of audit fees based on fairness principle. The proposal, following the approval of the Board of Commissioners, is further submitted for approval of shareholders in the GMS.
7. Dividend Policy
The dividend policy for 2016 financial year is stipulated in the Bank Business Plan 2015 submitted to the FSA. The policy stipulates the possibility of dividend payout in 2016 with the approval from shareholders. However, the dividend payout shall take into account the Company’s financial condition and capacity as well as capital and business continuity to support the Company business going forward.
8. Dividend Payout
The Company did not exercise final dividend payout for financial year 2014 as concluded by the resolutions of Annual GMS 10 April 2015, in which the meeting decided to record net profit as retained earnings to strengthen capital structure for business development of the Company.
9. Proxy Forms in GMS
The proxy forms to attend the GMS has been submitted to the shareholders through the GMS invitation advertisements. The proxy forms are made available at the Company’s head office or can be accessed through the Company’s website as well as through the Share registrar.
Corporate Governance Process
10. Policies of the Directors, Board of Commissioners and Employees Prohibition in Benefitting the Insider Information
In line with the provisions of Article 95 of Capital Market Law, the Directors, Board of Commissioners, and employees are the “insiders”
that are not allowed to perform actions as specified in the Law. The provisions are further stipulated in the Article 4.7 of the Company’s Code of Conduct and Conflict Management Policy.
11. Share Transactions reporting by the Directors/
Board of Commissioners
Pursuan to the Conflict Management policy, any employee (including the Directors and Board of Commissioners) that aims to engage in share transaction shall have prior written approval.
Pursuant to the FSA (formerly Bapepam-LK) regulation No. X.M.1. on the Information Disclosure of Certain Shareholders, each share ownership and changes thereto shall be reported to the FSA.
Over the course of 2015, there was no Directors or Board of Commissioners of the Company that perform any share transaction.
12. Disclosure of the Directors/Board of Commissioners in the conflict of interest transactions
The related party transactions are stipulated in the investment policy under the Board of Commissioners and Directors Charters, as well as under the Company’s Code of Conduct available in the Company’s website.
13. Policy that requires the Independent Committee to review related Parties Transactions to Determine that the Directors/Board of Commissioners are within the Company’s best interest
Pursuant to the FSA (formerly Bapepam-LK) regulation No. IX.E.1 every affiliated transaction and transaction with conflict of interests shall meet the FSA requirements and rules, among others the reporting to FSA and/or approval of independent
GMS on the transactions. On internal policy, the Company has in place the Conflict Management (Insider Trading) Policy/Investment Policy as also disclosed in other sections of this Annual report.
14. Policy that requires Members of the Directors/
Board of Commissioners to Abstain in the Board of Commissioners Discussion on a Particular Agenda when they are Conflicted
The policy regarding conflict of interest between the Company and personal interest of the Directors is stipulated under Article 15.7 of the Articles of Association that is translated into the Board of Commissioners and Directors Charters, specifically the section on work ethics.
15. Policies on Loans to Members of the Directors/
Board of Commissioners that Forbid the Conflict of Interest Practices or Ensure Transactions Fariness and in Line with the Market Prices
The article 15.6 and 15.7 of the Company’s Articles of Association regulates the transactions with conflict of interest. The Company’s Code of Conduct also stipulates the conflict of interest due to the different economic interests between the Company and employees.
16. Transaction with Conflict of Interest Classified as Financial Assistance to Entities in addition to Fully- Owned Subsidiaries
The information on affiliated transactions and transactions with conflict of interests are disclosed in different section of this Annual report.
17. Disclosure of Transactions with Conflict of Interest conducted Fairly and included in the Company’s Business Activities
Pursuant to the FSA regulation (formerly Bapepam- LK) No. IX.E.1, the Company discloses every affiliated transaction and transaction with conflict of interest.