Mawar I.R. Napitupulu Member (Independent Party)
B. Variable Remuneration for the Members of the Nomination and Remuneration Committee
Variable Remuneration
Amount Received in 1 Year by
Members of the Nomination & Remuneration Committee
2016 2017
Person Rp (Million) Person Rp (Million)
Total nil nil nil nil
BOD Succession Plan
As set forth in the Bank Policy, the succession policiy of the Board of Directors and/or Senior Management is as follows:
1. The Board of Commissioners, assisted by the NRC, ensures that the Bank has a talent management system managed by Human Resources Directorate as a tool to identify executive officers who have the potential to maintain the continuity of leadership in the future, to maintain business sustainability, and promote the Bank’s long-term objectives.
2. The Human Resources Directorate together with the NRC identifies the internal talents within the Bank but does not exclude the potential talents of professionals for the purpose of planning the succession of the Board of Directors, including the President Director and/or Senior Management.
3. As for the internal talents within the Bank, the Human Resources Directorate performs evaluation to provide opportunities for further self-development for these talents, either in the form of mandatory training or career development opportunities.
4. The talents who are identified as potential replacement for members of the Board of Directors shall be evaluated and identified and must meet the requirements of the candidates of the Board of Directors of the Bank.
Pri Notowidigdo Chairman
Armida S. Alisjahbana
Member Joni Raini
Member Concurrently as Secretary Ahmad Zulqarnain Onn*)
Member
*) Term of office as NRC member ended from the close of the EGMS on 24 August 2017
RISK OVERSIGHT COMMITTEE
The Risk Oversight Committee reports to the Board of Commissioners to support the effective implementation of the duties and responsibilities of the Board of Commissioners in relation to Risk Management at the Bank.
Legal References
The establishment of the Risk Oversight Committee is based on the following rules:
1. POJK No. 55/POJK.03/2016 dated 7 December 2016 on the Implementation of Good Corporate Governance for Commercial Banks.
2. SEOJK No. 13/SEOJK.03/2017 dated 17 March 2017 on the Implementation of Good Corporate Governance for Commercial Banks.
3. The Articles of Association on the duties and authorities of the Board of Commissioners.
Risk Oversight Committee Charter
The Risk Oversight Committee established a Charter or Guidelines governing the membership, structure, authority, duties and responsibilities, meetings, activities and working procedures of the Risk Oversight Committee in performing its functions. The Risk Oversight Committee Charter was last updated on 21 April 2017 and has been uploaded to the CIMB Niaga’s website. Furthermore, the Risk Oversight Committee Charter shall be reviewed periodically in order to ensure its compliance with the prevailing regulations and Bank’s needs.
Structure and Membership
Membership and composition, as well as the independence of members of the Risk Oversight Committee has comply with prevailing regulators provisions. In 2017, the Risk Oversight Committee consisted of 1 (one) Chairman who is an Independent Commissioner, 2 (two) members who are Commissioners and 2 (two) non-Commissioners as Independent Parties with competence and qualification in finance and risk management.
Members of the Risk Oversight Committee were appointed based on the Recommendation of the Nomination and Remuneration Committee No. 006/NOMREM/KP/III/2016 dated 23 March 2016 as approved by Board of Commissioners Circular Decision Letter No. 007/DEKOM/KP/IV/2016 dated 6 April 2016. The appointment was effective since the close of the 2016 AGMS until the close of the 2020 AGMS.
Risk Oversight Committee Membership Composition in 2017
No Name Committee Position in Bank Position in Committee Term of Office
1 Zulkifli M. Ali Independent Commissioner Chairman 2016 - 2020
2 Glenn M. S. Yusuf Vice President Commissioner Member 2016 - 2020
3 David Richard Thomas Commissioner Member 2016 - 2020
4 Firmanzah Independent Party Member 2016 - 2020
5 Sri Indrastuti (Tuti) S. Hadiputranto Independent Party Member 2016 - 2020
Qualifications & Profiles of Risk Oversight Committee Members
Member Profile Career Background Education
Zulkifli M. Ali Chairman
Appointed as Chairman of the Risk Oversight Committee since March 2013 and concurrently as Chairman of the Audit Committee. He was re-appointed as Chairman of Risk Oversight Committee and Audit Committee in AGMS on 15 April 2016. He also serves as an Independent Commissioner.
Complete profile is available in the Board of Commissioners Profiles.
Listed in the Board of Commissioners Profiles.
Glenn M. S. Yusuf Member
Appointed as a member of the Risk Oversight Committee since March 2013 and re-appointed in AGMS on 15 April 2016. He also serves as Vice President Commissioner.
Complete profile is available in the Board of Commissioners Profiles.
Listed in the Board of Commissioners Profiles.
David Richard Thomas Member
Appointed as a member of the Risk Oversight Committee since November 2014 and re-appointed in AGMS on 15 April 2016. He also serves as a Commissioner.
Complete profile is available in the Board of Commissioners Profiles.
Listed in the Board of Commissioners Profiles.
Firmanzah Member
Indonesian citizen, 41 years old. Appointed as Member of Risk Oversight Committee of CIMB Niaga since April 2016.
Currently he is serving as the Rector of Paramadina University, Professor of Faculty of Economics and Business University of Indonesia, and Index Committee of Infrastructure Stock at PT Sarana Multi Infrastruktur Indonesia (Persero).
He holds a PhD in Strategic &
International Management from the University of Pau et Pays de l’Adour, France. Master of Philosophy from University of Science and Technology of Lille 1, France. MBA degree from University of Pierre Mendes-Grenoble II, France and Master of Management and Bachelor of Economics from University of Indonesia.
Sri Indrastuti (Tuti) S.
Hadiputranto Member
Indonesian citizen, 74 years old. Appointed as Member of Risk Oversight Committee of CIMB Niaga since July 2016.
She is one of the founding partners of Hadiputranto, Hadinoto &
Partners, the largest Law Firm in Indonesia, a member of the Baker &
McKenzie International Law Firm.
She specializes in areas related to corporations, mergers and acquisitions, debt restructuring in companies/banks in Indonesia.
She served as a member of the Board of Commissioners of the Indonesia Stock Exchange (“IDX”) for the period of 2001-2004. More than a decade, she has been a member of various IDX’s Committees with the last position as the Member of Discipline Committee.
She has been consistently named as the top ranking in leading legal directories, such as Chambers Asia, Asia Pacific Legal 500, IFLR1000 and AsiaLaw Profiles, and in 2016 was selected as one of The Most Inspiring Woman in Indonesia by Forbes Indonesia.
She obtained a Law Degree from the University of Indonesia in 1970, a Master of Law from the University of Washington in 1981.
Training for Independent Party Members of Risk Oversight Committee in 2017
Name Type of Training/Seminar/Workshop/Knowledge Sharing Organizer Date & Venue Firmanzah KPK Leaders Meeting Series with Anticorruption Partners “KPK
Hearing” (Speaker)
KPK 2 February 2017
Jakarta
Indonesia Economy Outlook 2017 (Speaker) PLN 13 January 2017
Jakarta Social & Ecological Market Economy Workshop (Speaker) Paramadina University
- Konrad Adenauer Stiftung
26 July 2017 Manado
SOE Law Forums (Speaker) hukumonline.com 25 August 2017
Bali
Judging Process of Indonesia Heroes Nomination (Jury) MNC Group 24 October 2017 Jakarta
Indonesian Economic Talks (Speaker) Warta Ekonomi 17 November 2017
Jakarta National Meeting I of FEB Association of Perguruan Tinggi
Muhammadiyah (Speaker) Asosiasi FEB Perguruan
Tinggi Muhammadiyah 22 November 2017 Surabaya Seminar of Establishment of Collaborative Solution: Innovation in the
Public Sector (Speaker)
BPJS Ketenagakerjaan 23 November 2017 Jakarta
Kami Indonesia Movement (Speaker) Kami Indonesia 16 December 2017
Yogyakarta Seminar of Astra Motor Centre (Speaker) Astra Centre Semarang 18 December 2017
Semarang Sri Indrastuti S.
Hadiputranto The Role of Advocate Organizations in Generating Competent, Integrity
& Professional Advocates (Speaker)
Association of Capital Market Legal Consultants (HKHPM)
8 February 2017 Jakarta Fair Business Competition in Legal Services in Indonesia Association of
Capital Market Legal Consultants (HKHPM)
21 August 2017 Jakarta
Term of Office
The term of office of a member of Risk Oversight Committee shall not be longer than the term of office the Board of Commissioners as stipulated in the Articles of Association and may be re-elected. The term of office of Committee members appointed within the term of office of the Board shall end with the term of office of such Board of Commissioners.
Independence of Risk Oversight Committee
All members of the Risk Oversight Committee have met all independence requirements and are able to carry out their duties independently, and uphold the interests of the Bank without the influence by any party. This is can be observed from the Risk Oversight Committee membership which consists of 1 (one) Chairman who is an Independent Commissioner, 1 (one) member who is an Independent Commissioner and 2 (two) non-Commissioner members as Independent Parties.
Duties, Responsibilities and Authorities
The Risk Oversight Committee performs its duties and responsibilities professionally and independently without any intervention from any party that does not comply with the prevailing laws and regulations. In general, the main duties and responsibilities of the Risk Oversight Committee are to provide recommendations to the Board of Commissioners in order to support the effective implementation of duties and responsibilities of the Board of Commissioners relating to risk management, such as to:
1. Evaluate the conformity of risk management policies and the implementation of Bank policies;
and
2. Monitor and evaluate the implementation of the duties of the Risk Management Committee and the Risk Management Unit.
Duties Implementation in 2017
During 2017, the Risk Oversight Committee has conducted activities in accordance with the Committee’s Work Plan, which are made annually in reference to the duties and responsibilities of the Risk Oversight Committee as set out in the Risk Oversight Committee Charter. Report on execution of duties of Risk Oversight Committee in 2017 comprise the activities and recommendations made among others:
1. Re-assessment and submission of
recommendations to the Board of Commissioners on:
a. policies/frameworks and the implementation by the Board of Directors in relation to risk management, and
b. establishment of risk appetite, such as risk appetite statement, risk posture and sector appetite.
2. Evaluation of the duties of the Risk Management Committee and the Risk Management Unit and the evaluation of the consistency between risk management policies and their corresponding implementation through the discussion of:
a. Risk Management Strategies and policies for various kinds of risk, not just Credit Risk, Operational Risk, Liquidity Risk and Market Risk but also Legal Risk, Strategic Risk, Compliance Risk, Reputational Risk and Information Technology Reputation.
b. Risk Management related to capital, such as Internal Capital Adequacy Assessment Process and the conduct of stress tests.
c. Internal reports that include monitoring results on macro-economic conditions, the Bank’s financial performance and risk indicators in order to ensure compliance with the Bank’s risk appetite.
d. Mandatory reports to be submitted to Bank’s supervisory consisting of Risk Profile Report, the Bank Rating Report and other reports in order to ensure compliance with the delivery of information to bank supervisory on the Bank’s risk conditions.
3. Monitoring of the Bank’s credit risk through the discussion of:
a. Status and projection asset quality of each loan segment in order to ensure that each business units has taken the necessary measures to maintain and improve the quality of the Bank’s assets so as to align with the predetermined risk appetite.
b. Thematic review of loan portfolios by sector highly correlated with economic fluctuations in 2017.
c. Business plan, strategy and account planning for Prominent Groups.
d. Implementation status as an initiative to improve the credit process.
4. Evaluation of the Bank’s strategic steps through the discussion of:
a. Budget plan, business strategy and Bank Business Plan of 2017 in accordance with the Bank’s risk appetite.
b. Recent reports on the implementation of the Basel and IFRS 9 project.
5. Monitoring of significant audit findings from the perspective of operational risk management including investigation report and follow-up on the mitigation and improvement.
Risk Oversight Committee Reporting
The Risk Oversight Committee reports activities and recommendations to the Board of Commissioners on a regular basis.
Risk Oversight Committee Meeting and Meeting Attendance
The Risk Oversight Committee Charter governs that the Risk Oversight Committee shall convene at least 1 (one) meeting per month and shall be physically attended at least 2 (twice) a year. Meetings can only be held when attended by at least 51% (fifty one percent) of the total members, including an Independent Commissioner and an Independent Party.
During 2017, the Risk Oversight Committee held 12 (twelve) meetings with member attendance as follows:
Attendance of Risk Oversight Committee Meetings for January - December 2017
Name
Attendance in Risk Oversight Committee
Meetings
Physical Attendance Attendance through teleconference or
telepresence Attendance Rates
Zulkifli M. Ali 12 12 - 100%
Glenn M. S. Yusuf 12 12 - 100%
David Richard Thomas 10 3 7 84%
Firmanzah 11 11 11 92%
Sri Indrastuti (Tuti) S. Hadiputranto 10 9 1 84%
Information concerning the composition, structure and membership requirements, roles and responsibilities, authority, organization of meeting and reporting are completely set forth in Risk Oversight Committee Charter uploaded in the Bank’s website
Zulkifli M. Ali Chairman
Firmanzah
Member (Independent Party) David Richard Thomas
Member Sri Indrastuti (Tuti) S. Hadiputranto
Member (Independent Party) Glenn M. S. Yusuf
Member
INTEGRATED GOVERNANCE COMMITTEE
CIMB Niaga established the Integrated Corporate Governance Committee to assist the Board of Commissioners as the Board of Commissioners of Main Entity in overseeing Integrated Governance in the CIMB Indonesia financial conglomeration to ensure in accordance with the prevailing regulations and legislation.
Legal Basis
The establishment of the Integrated Governance Committee was based on the following regulations:
1. Financial Services Authority Letter (POJK) No. 18/
POJK.03/2014 dated 18 November 2014 on the Implementation of Integrated Governance for Financial Conglomerations.
2. Financial Services Authority Circular Letter (SEOJK) No. 15/SEOJK.03/2015 dated 25 May 2015 on Integrated Governance for Financial Conglomerations.
3. Integrated Governance Committee Charter.
4. Articles of Association.
Integrated Governance Committee Charter
The Integrated Governance Committee of CIMB Niaga has a Charter that governs the membership, structure, authority, duties and responsibilities, meetings, activities, and working procedures of the Integrated Governance Committee in performing its functions. The Integrated Governance Committee Charter has been effective since 21 August 2015 and has been uploaded to the Bank’s website and is periodically reviewed to comply with the prevailing regulations and Bank needs.
Structure and Membership
Membership and composition, as well as the independence of Integrated Governance Committee members has comply with the provisions of the competent authority. Members of the Integrated Corporate Governance Committee are appointed based on the Recommendation of the Nomination and Remuneration Committee of PT Bank CIMB Niaga Tbk No. 006/NOMREM/KP/III/2016 dated 23 March 2016, which was approved by the Circular Decision Letter of the Board of Commissioners No. 007/DEKOM/KP/
IV/2016, dated 6 April 2016 and the latest amendment, as recommended by the Nomination and Remuneration Committee in its meeting dated 22 June 2016, which obtained approval in the Board of Commissioners Meeting dated 24 June 2016.
Integrated Governance Committee Composition in 2017
No. Nama Position in Bank Position in Committee
1 Jeffrey Kairupan Independent Commissioners CIMB Niaga Chairman
2 Armida S. Alisjahbana Independent Commissioners CIMB Niaga Member
3 Endang Kussulanjari S. Independent Party Member
4 Serena K. Ferdinandus Independent Commissioners CIMB Niaga Auto Finance
Member 5 Albertus Banunaek President Commissioners CIMB Principal
Asset Management Member
6 Inarno Djajadi *) President Commissioners CIMB Securities Indonesia
Member
7 Yulizar D. Sanrego Sharia Supervisory Board CIMB Niaga Member
8 Vera Handajani Director of Risk Management CIMB Niaga Member
9 Fransiska Oei Director of Compliance CIMB Niaga Member
10 Antonius Pramana Gunadi Chief Audit Executive CIMB Niaga Member
*) Resigned as President Commissioner of CIMB Securities Indonesia since 1 October 2017.
Qualifications & Profiles of Integrated Governance Committee Members
Name Career Background Education
Jeffrey Kairupan Chairman
Appointed as Chairman of the Integrated Governance Committee since AGMS 15 April 2016.
Complete profile is available in the Board of Commissioners Profiles.
Listed in the Board of Commissioners Profiles.
Armida S. Alisjahbana Member
Appointed as Member of the Integrated Governance Committee since AGMS 15 April 2016.
Complete profile is available in the Board of Commissioners Profiles.
Listed in the Board of Commissioners Profiles.
Endang Kussulanjari S.
Member
Indonesian citizen, 61 years old. Has served as a member of the Integrated Governance Committee since August 2016.
Currently, she also serves as a Commissioner of PT Pefindo Biro Kredit
She holds a Master of Arts from the University of Colorado Boulder, Colorado - USA and a Bachelor of Economics from the University of Gadjah Mada, Yogyakarta, Indonesia.
Serena K. Ferdinandus Member
Indonesian citizen, 57 years old. Has served as a member of the Integrated Governance Committee since March 2015.
She has also served as a member of the Risk Management Committee of PT Elnusa Tbk since 2016, Independent Commissioner and Head of the Audit Committee of PT Bank CIMB Niaga Auto Finance since 2012, member of the Audit Committee of PT Blue Bird Tbk since 2014, and Commissioner of PT Anpa International since 2012, and Chief Audit Executive (Head of Internal Audit & Risk Management Division) of PT Ithaca Resources since 2009.
Previously, she served as a member of the Audit Committee of PT Elnusa Tbk. (2015 - 2016), member of the Audit Committee of PT Chandra Asri Petrochemical Tbk (2009 - 2015) and PT Barito Pacific Tbk (2009-2013).
She also held the position of Senior Vice President of Investment Banking Division at PT NC Securities (2002 - 2009), Vice President of Investment Banking Division and Direct Investment Division at PT Danareksa (Persero) and PT Danareksa Finance (1996-2001), and Manager of the Audit Division at Ernst & Young, Sarwoko & Sandjaja, Indonesia (1986 - 1995) and Ernst
& Young, Dallas.
She holds Economic decre from University of Indonesia.
Name Career Background Education
Albertus Banunaek Member
Indonesian citizen, 62 years old. Has served as a member of the Integrated Governance Committee since March 2015.
He has also served as the President Commissioner (Independent) of PT CIMB Principal Asset Management since 2011. He is also the Founder/
CEO of AMConsult.
Previously, he served as the President Director of PT KAF Finance (1999- 2003), Managing Director of PT CAF Finance (1997-1999), Chief Operating Officer of Ometraco Group (1992-1997), and held various positions in General Management, Consulting, Banking & Finance at PT Jayapari Steel Tbk., Business Advisory Indonesia, HSBC Bank, and BDNI Bank.
He previously held positions mostly in finance, banking and in the capital market, with his last position as Vice Chairman of the Capital Market Committee at the Chamber of Commerce of Indonesia (1992-2012). He also served as the Secretary General (1997-2004), in the Asian Leasing Association and as Chairman (1999-2004) and Secretary General (1995- 1999) in the Indonesian Leasing Association. He also joined the Indonesian Justice and Unity Party (PKPI). In 2002-2008 he held various positions as Deputy Treasurer, Treasurer with his most recent position being Coordinator IX for Eastern Indonesia (Bali, West Nusa Tenggara and East Nusa Tenggara).
He holds Master of Law from University of Indonesia in 2006. The best graduate from National Resilience Institute of Republic of Indonesia (Lemhanas, KRAXXXV/2002)
Inarno Djajadi *) Member
Indonesian citizen, 55 years old. Has served as a member of the Integrated Governance Committee since March 2015.
He has also served as the President Commissioner/Independent Commissioner of PT CIMB Securities Indonesia since 2014 and as President Commissioner of PT Kliring Penjaminan Efek Indonesia since 2013.
Prior to that, he also served as President Commissioner of PT Maybank Kim Eng Securities (2013-2014), and held position as Commissioner (2010 - 2013) and President Director (2003 - 2009) at PT Kliring Penjaminan Efek Indonesia. In addition, he also served as President Director of PT Madani Sekuritas and Director in various companies such as PT Widari Securities, PT Mitra Duta Sekuritas and PT Aspac Uppindo Sekuritas.
He holds a degree in Economics from University of Gadjah Mada and obtained certification as investment manager in 1999 and underwriters in 2009.
Yulizar D. Sanrego Member
Complete profile is available in the Sharia Supervisory Boards Profiles. Listed in the Sharia Supervisory Board Profiles.
Vera Handajani Member
Complete profile is available in the Board of Directors Profile. Listed in the Board of Directors Profiles.