Publication of the profiles of candidate members of the Supervisory Board and the Executive Board. The four pillars have been implemented in the bank's governance structure, consisting of the General Meeting of Shareholders (AGM), the Supervisory Board and the Executive Board.
PARTIES CONDUCTING THE ASSESSMENT
ASSESSMENT RESULT
RECOMMENDATION AND FOLLOW-UP
EXTERNAL ASSESSMENT
ASEAN CORPORATE GOVERNANCE SCORECARD
ASSESSMENT PROCEDURE
Level 1: minimum standard items that are expected to be implemented in each ASEAN member country,
Level 2: bonus items reflecting practices beyond minimum standard expectations and penalty items
Verification of specific items and final rating for “ASEAN Asset Class”, “ASEAN Top 20” and “Top 3” in respective countries.
ASSESSMENT CRITERIA
General Meeting of Shareholders
SHAREHOLDERS
RIGHTS, AUTHORITY, AND RESPONSIBILITIES OF SHAREHOLDERS
GMS OF CIMB NIAGA IN 2022
ANNUAL GMS (AGM) ON 8 APRIL 2022
IMPLEMENTATION PROCESS OF AGM ON 8 APRIL 2022
IMPLEMENTATION STAGES OF AGM ON 8 APRIL 2022
MECHANISM OF VOTING AND CALCULATION OF ELECTRONIC VOTING (E-VOTING)
INDEPENDENT PARTY TO CALCULATE VOTES At the AGM on 8 April 2022, CIMB Niaga appointed
RESOLUTIONS OF THE AGM ON 8 APRIL 2022 All AGM resolutions have been stated in Deed No. 13
Approve changing the Company's BIR composition by appointing NOVIADY WAHYUDI as director of. Detailed information about the changes to the company's articles of association is fully presented at the general meeting.
RESOLUTION AND REALIZATION OF THE RESULTS OF THE PREVIOUS YEAR GMS
On November 26, 2021, the implementation of the action plan for sustainable finance (RAKB) for 2021 and RAKB for 2022 was submitted to the banking supervision of the OJK.
INDEPENDENT PARTY TO CALCULATE VOTES
RESOLUTIONS OF AGM ON 9 APRIL 2021
According to the report submitted to OJK Capital Market through company letter no. Share buyback realization report for the company's Management and Employee Stock Option Plan (MESOP) and Significant Risk Takers (MRT) variable remuneration program.
RESOLUTIONS OF EGM ON 17 DECEMBER 2021
The company reported at the meeting that the Employee and Management Stock Ownership Program in the form of: 1) Employee Stock Grant; and. SIAHAAN from his position as President Director of the Company, effective from the close of the EGM.
Board of Commissioners
LEGAL BASIS
CHARTER OF THE BOARD OF COMMISSIONERS
MECHANISM FOR THE NOMINATION, APPOINTMENT, DISMISSAL, REPLACEMENT,
MEMBERSHIP, STRUCTURE, AND COMPOSITION OF THE BOARD OF
COMPOSITION OF THE BOARD OF COMMISSIONERS IN 2022
TERM OF OFFICE OF THE BOARD OF COMMISSIONERS
FIT AND PROPER TEST
DUTIES, RESPONSIBILITIES, AND AUTHORITY OF THE BOARD OF COMMISSIONERS
Based on Clause 16, the BOC shall provide recommendations for improving the quality of the compliance function to the President Director. Evaluation of the effectiveness and efficiency of the internal control system based on information received from the bank's internal audit unit (IA), at least once a year.
DUTIES AND RESPONSIBILITIES OF THE PRESIDENT COMMISSIONER
In such event, all provisions relating to the rights, powers and responsibilities of the BOD towards the Bank and third parties will apply. BOC has the right to obtain explanations on all matters relating to the operation of the bank and its subsidiaries, as well as questions relating to the bank's ethical standards.
DELEGATION OF DUTIES OF MEMBERS OF THE BOARD OF COMMISSIONERS
The BOC is authorized to temporarily dismiss the members of the board of directors based on the decisions of the BOC meeting, stating the reasons. The BOC will prepare a succession plan for the Chief Executive Officer (CEO)/CEO and key management to ensure sustainable management of the bank in the future.
INDEPENDENCY OF THE BOARD OF COMMISSIONERS
CONCURRENT POSITIONS OF THE BOARD OF COMMISSIONERS
CONFLICTS OF INTEREST OF THE BOARD OF COMMISSIONERS
POLICY ON THE PROVISION OF LOANS TO THE BOARD OF COMMISSIONERS
SUPERVISION FOCUS OF THE BOARD OF COMMISSIONERS IN 2022
RECOMMENDATIONS OF THE BOARD OF COMMISSIONERS
Pursuant to the Bank's statutes, the BOC approved the recommendation for measures related to non-performing loans, loan restructuring and write-offs above a certain limit, as provided for in the Bank's policy. In addition, the BOC has approved loans to the Bank's affiliates, in accordance with applicable regulatory requirements.
DEVELOPMENT PROGRAMS OF THE BOARD OF COMMISSIONERS
Provides input on the bank's financial objectives, including net interest margin, NPL and watchlist account, loan-to-deposit ratio, asset quality, productivity and market competition. From time to time, he discussed macroeconomic and industrial conditions as well as new banking regulations and their impact on the bank's operations and further measures.
RISK MANAGEMENT CERTIFICATION
Provided input on the growth of low-cost funds (CASA) and fee-based income of the Bank by increasing banking services to facilitate convenient transactions through Transaction Banking, Value Chain, as well as improvements to the Sharia Banking business through dual bank leverage, and the continued development of branchless banking facilities provided by the Bank to improve the customer experience in conducting transactions. Provide recommendations to the BOD through Committees under the BOK as provided in the Report on the Implementation of the Duties of the Audit Committee, Risk Review Committee, Nomination and Remuneration Committee, and the Integrated Management Committee in the Corporate Governance Report section of this annual Report.
TRAINING AND COMPETENCY DEVELOPMENT PROGRAM
Provided input and recommendations on cost management efficiency and discipline to continue reducing cost ratios while increasing the Bank's revenue, IT transformation program and productivity of frontline and back office operations, and delegation of authority in the approval process to expedite customer service.
INDUCTION PROGRAM FOR NEW MEMBERS OF THE BOARD OF COMMISSIONERS
PERFORMANCE ASSESSMENT OF COMMITTEES UNDER THE BOARD OF COMMISSIONERS
Collegial performance assessment of Committees under the Board of Commissioners;
Individual performance assessment of each member of Committees under the Board of Commissioners; and
PERFORMANCE ASSESSMENT CRITERIA OF COMMITTEES UNDER THE BOARD OF
Collegial Performance Assessment Criteria of Committees under the Board of Commissioners
Individual Performance Criteria of Committees under the Board of Commissioners
Performance Assessment of Chairman of Committee under the Board of Commissioners
PARTIES ASSESSING THE PERFORMANCE OF COMMITTEES UNDER THE BOARD OF COMMISSIONERS The following are parties that assess the performance of Committees under the Board of Commissioners
PERFORMANCE ASSESSMENT RESULTS OF COMMITTEES UNDER THE BOARD OF COMMISSIONERS IN 2022 The following is the collegial performance assessment results of Committees in 2022
Independent Commissioner
NUMBER AND COMPOSITION OF INDEPENDENT COMMISSIONERS
CRITERIA OF THE INDEPENDENT COMMISSIONERS
INDEPENDENCE STATEMENT OF THE RESPECTIVE INDEPENDENT COMMISSIONER
FULFILMENT OF INDEPENDENCY ASPECT
Board of Directors
CHARTER OF THE BOARD OF DIRECTORS
MECHANISMS FOR THE NOMINATION, APPOINTMENT, DISMISSAL, REPLACEMENT,
MEMBERSHIP STRUCTURE AND
COMPOSITION OF THE BOARD OF DIRECTORS IN 2022
COMPOSITION OF THE BOARD OF DIRECTORS IN 2022
TERM OF OFFICE OF THE BOARD OF DIRECTORS
DUTIES, RESPONSIBILITIES, AND AUTHORITY OF THE BOARD OF DIRECTORS
SCOPE OF WORK AND RESPONSIBILITIES OF EACH MEMBER OF THE BOARD OF DIRECTORS
- LANI DARMAWAN – PRESIDENT DIRECTOR
- LEE KAI KWONG – STRATEGY, FINANCE & SPAPM DIRECTOR
- JOHN SIMON – TREASURY & CAPITAL MARKET DIRECTOR
- FRANSISKA OEI – COMPLIANCE, CORPORATE AFFAIRS & LEGAL DIRECTORS
- PANDJI P. DJAJANEGARA – SHARIA BANKING DIRECTOR
- TJIOE MEI TJUEN – OPERATIONS & INFORMATION TECHNOLOGY DIRECTOR
- JONI RAINI – HUMAN RESOURCES DIRECTOR
- RUSLY JOHANNES – BUSINESS BANKING DIRECTOR a. Establish business strategy and provide strategic
- NOVIADY WAHYUDI – CONSUMER BANKING DIRECTOR
Ensure that all internal bank rules (policies, systems and procedures) are aligned with all relevant external laws and regulations (Bank Indonesia, OJK and other institutions/authorities), including capital market regulations. Responsible for social responsibility activities and enforcement of the bank's sustainability and sustainable finances.
INDEPENDENCY OF THE BOARD OF DIRECTORS
Adequately and optimally in line with the bank's vision, mission and strategy, it provides strategic guidance for the management and development of personnel and ensures compliance with applicable labor legislation. Carry out manpower planning and organizational management and control HR expenditure of each directorate in accordance with the approved budget to achieve optimum HR productivity.
CONCURRENT POSITIONS OF THE BOARD OF DIRECTORS
CONFLICTS OF INTEREST OF THE BOARD OF DIRECTORS
PARTICIPATION OF MEMBERS OF THE BOARD OF DIRECTORS IN ASSOCIATIONS/
ORGANIZATIONS
POLICY ON THE PROVISION OF LOANS TO THE BOARD OF DIRECTORS
IMPLEMENTATION OF DUTIES AND RESPONSIBILITIES OF THE BOARD OF
DEVELOPMENT PROGRAM OF THE BOARD OF DIRECTORS
INDUCTION PROGRAM FOR NEW MEMBERS OF THE BOARD OF DIRECTORS
PERFORMANCE ASSESSMENT OF COMMITTEES UNDER THE BOARD OF DIRECTORS
PERFORMANCE ASSESSMENT POLICY AND PROCEDURE FOR COMMITTEES UNDER THE
PERFORMANCE ASSESSMENT RESULTS OF EXECUTIVE COMMITTEES IN 2022
Performance Assessment of the Board of Commissioners and the Board of Directors
PERFORMANCE ASSESSMENT OF THE BOARD OF COMMISSIONERS (INCLUDING THE
PERFORMANCE ASSESSMENT POLICIES AND PROCEDURES OF THE BOARD OF COMMISSIONERS
Collegial performance assessment of the Board of Commissioners;
Individual performances assessment of each member of the Board of Commissioners; and
PERFORMANCE ASSESSMENT CRITERIA OF THE BOARD OF COMMISSIONERS
Criteria of Collegial Performance Assessment of the Board of Commissioners
Criteria of Individual Performances Assessment of Each Member of the Board of Commissioners
Criteria of Performance Assessment of the President Commissioner
PARTIES PERFORMING THE PERFORMANCE ASSESSMENT OF THE BOARD OF COMMISSIONERS
Collegial Performance Assessment of the Board of Commissioners
Individual Performance Assessment of Each Member of the Board of Commissioners
Performance Assessment of the President Commissioner
PERFORMANCE ASSESSMENT RESULTS OF THE BOARD OF COMMISSIONERS IN 2022
ASSESSMENT ON GCG IMPLEMENTATION ON THE ASPECT OF THE BOARD OF COMMISSIONERS
PERFORMANCE ASSESSMENT PROCEDURES OF THE BOARD OF COMMISSIONERS
The criteria used in the performance assessment of the Board of Commissioners are structured in a Governance system, which is categorized into 3 (three) aspects, namely Governance Structure, Governance Processes and Governance Outcomes. GCG's self-assessment includes the board, independent parties, the board, managing directors and the independent functions, coordinated by the compliance unit.
RECOMMENDATIONS AND FOLLOW-UP
PERFORMANCE ASSESSMENT OF THE BOARD OF DIRECTORS (INCLUDING THE PRESIDENT
PERFORMANCE ASSESSMENT POLICIES AND PROCEDURES OF THE BOARD OF DIRECTORS
Collegial performance assessment of the Board of Directors, conducted at least once a year
Individual performance assessment of the Board of Directors, including the President Director,
Collective Scorecard, which is used as the basis for assessing the performance of the Directorate and the
Individual Scorecard, which is used as the basis for assessing the individual performance of the Board of
PERFORMANCE ASSESSMENT CRITERIA OF THE BOARD OF DIRECTORS
Collegial Performance Assessment of the Board of Directors
Individual Performance Assessment of the Board of Directors (bank-wide and individual)
PARTIES PERFORMING THE PERFORMANCE ASSESSMENT OF THE BOARD OF DIRECTORS The following are parties performing the performance assessment of the Board of Directors
Collegial Performance Assessment of the Board of Directors
Individual Performance Assessment of the Board of Directors (Bank-wide and Individual)
PERFORMANCE ASSESSMENT RESULTS OF THE BOARD OF DIRECTORS IN 2022
ASSESSMENT ON GCG IMPLEMENTATION ON THE ASPECT OF THE BOARD OF DIRECTORS
PERFORMANCE ASSESSMENT PROCEDURES OF THE BOARD OF DIRECTORS
Policy on The Diversity
The identification of BOC and BOD expertise is based on education, work experience and training they have attended. The diversity policy is also a reference for the bank when planning the succession of BOC and BOD members.
DIVERSITY IN THE COMPOSITION OF THE BOARD OF COMMISSIONERS
- Expertise/Experience/Education Having at least
- Nationality
- Gender
- Independency
CIMB Niaga also manages the diversity in expertise and experience of BOC and BOD members, including the areas of banking, economics, business, finance, governance, human resources and risk management. CIMB Niaga is committed to enhancing the competence of BOC and BOD members, both through trainings, seminars and other relevant activities.
DIVERSITY IN THE COMPOSITION OF THE BOARD OF DIRECTORS
Independence All members of the board of directors are not related to fellow members of the board of directors, members of the BOC, and the ultimate and controlling shareholder of the bank. ACHIEVING DIVERSITY IN THE COMPOSITION OF THE COMMISSIONER AND THE BOARD OF DIRECTORS.
ACHIEVEMENT OF DIVERSITY IN THE COMPOSITION OF THE BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS
Hold key positions in domestic and foreign banks, including Head of Corporate Banking and Financial Institutions, Head of Transaction Banking, Chief Risk Officer, Chief Human Resources Officer, Head of Finance and Planning, Head of Trading and Structuring, Head of Treasury, Head of Credit for Financial Institutions , Country Head of Consumer Banking, Network Head, Head of Syariah Banking, Head of Operations and Technology and others. Age The age diversity of BOD members is in a fairly productive and mature age, from 42 to 65 years.
Remuneration Policy
OBJECTIVES AND BACKGROUND
RISK-BASED REMUNERATION POLICY
DETERMINATION OF REMUNERATION BASED ON PERFORMANCE AND RISK
REVIEW AND INDEPENDENCY ON THE IMPLEMENTATION OF THE REMUNERATION
DETERMINATION OF MATERIAL RISK TAKER
REMUNERATION OF THE BOARD OF COMMISSIONERS
PROCEDURE TO DETERMINE THE REMUNERATION OF THE BOARD OF COMMISSIONERS
REMUNERATION POLICY OF THE BOARD OF COMMISSIONERS
REMUNERATION STRUCTURE OF THE BOARD OF COMMISSIONERS
REMUNERATION PACKAGES AND OTHER FACILITIES
Person Rp (million) Person Rp (million) Payment (salary, routine allowance, royalty and other non-deductible benefits.
VARIABLE REMUNERATION FOR THE BOARD OF COMMISSIONERS
REMUNERATION OF THE BOARD OF DIRECTORS
PROCEDURE TO DETERMINE THE REMUNERATION OF THE BOARD OF DIRECTORS
Including compensation for members of the Supervisory Board who are no longer in office.
REMUNERATION POLICY OF THE BOARD OF DIRECTORS
INDICATORS TO DETERMINE THE
REMUNERATION OF THE BOARD OF DIRECTORS The remuneration is determined by taking into account
REMUNERATION STRUCTURE OF THE BOARD OF DIRECTORS
VARIABLE REMUNERATION OF THE BOARD OF DIRECTORS
REMUNERATION OF THE SHARIA SUPERVISORY BOARD
PROCEDURE TO DETERMINE THE REMUNERATION OF THE SHARIA SUPERVISORY BOARD
REMUNERATION POLICY OF THE SHARIA SUPERVISORY BOARD
REMUNERATION STRUCTURE OF THE SHARIA SUPERVISORY BOARD
VARIABLE REMUNERATION FOR THE SHARIA SUPERVISORY BOARD
STOCK OPTIONS OWNED BY THE BOARD OF COMMISSIONERS, BOARD OF DIRECTORS, AND EXECUTIVE OFFICERS
HIGHEST AND LOWEST SALARY RATIOS
VARIABLE REMUNERATION FOR EMPLOYEES
FIXED AND VARIABLE REMUNERATION FOR MATERIAL RISK TAKERS (MRTS)
QUANTITATIVE INFORMATION FOR PARTIES CATEGORIZED AS MATERIAL RISK TAKERS
TOTAL SEVERANCE GRANTED TO EMPLOYEES AFFECTED BY TERMINATION AND TOTAL AMOUNT PAID
Board of Commissioners (BOC)
PROVISIONS FOR BOC MEETING AND BOC MEETING WITH THE BOD
In the event that the meeting takes place via teleconference, the minutes of the meeting, which are signed by all BOC members present at the meeting, follow. The minutes of the meeting are a valid proof of the decisions taken at the meeting for BOC members and third parties.
AGENDA FOR BOC MEETINGS IN 2022
The schedule of BOC meetings and BOC meetings where the BOD is invited (BOC meeting jointly with the BOD) during 2022 has been prepared and uploaded to the Bank's website at the end of 2021.
AGENDA OF JOINT MEETINGS OF THE BOC WITH THE BOD IN 2022
FREQUENCY AND ATTENDANCE AT THE BOARD OF COMMISSIONERS’ MEETING IN 2022
PROVISIONS FOR BOD MEETINGS AND BOD MEETING WITH THE BOC
Meetings of the board of directors are called periodically at least 1 (one) time per month or at any time for ad-hoc meetings and at least 12 (twelve) times in total during a year. The minutes of the BOD meetings must be signed by all participating Board members and distributed to all BOD members.
AGENDA FOR BOD MEETINGS IN 2022
The schedule of meetings of the board of directors and meetings of the board of directors inviting BOC (BoD meeting together with BOC) during 2022 has been adjusted and uploaded on the Bank's website at the end of 2021.
AGENDA OF JOINT MEETINGS OF THE BOD AND THE BOC IN 2022
FREQUENCY AND ATTENDANCE AT THE BOARD OF DIRECTORS’ MEETING IN 2022
Ultimate and
Controlling Shareholders
Affiliation Relationships Among Members of
The Board of Commissioners, Board of Directors and The Controlling Shareholder
BOARD OF COMMISSIONERS
AFFILIATED RELATIONSHIP WITH OTHER MEMBERS OF THE BOARD OF COMMISSIONERS, MEMBERS OF THE BOARD OF DIRECTORS, AND CONTROLLING SHAREHOLDER
BOARD OF DIRECTORS
AFFILIATED RELATIONSHIP WITH OTHER MEMBERS OF THE BOARD OF DIRECTORS, MEMBERS OF BOARD OF COMMISSIONERS, AND CONTROLLING SHAREHOLDER
Committees Under
AUDIT COMMITTEE
AUDIT COMMITTEE CHARTER
TERM OF OFFICE
AUDIT COMMITTEE MEMBERSHIP, STRUCTURE, AND COMPOSITION
AUDIT COMMITTEE MEMBERSHIP IN 2022
PROFILES OF AUDIT COMMITTEE MEMBERS
Kepala Departemen Pemeringkatan Lembaga Keuangan PT Pemeringkat Efek Indonesia (PEFINDO) – Jakarta, Indonesia Rangkap Jabatan • Ketua Dewan Pengawas PT Kredit Biro Indonesia Jaya - Jakarta, Indonesia (2022-sekarang). Rangkap Jabatan Anggota komite audit di PT Honest Financial Technologies (2022 - sekarang) Kepemilikan Saham Nil.
TRAINING FOR AUDIT COMMITTEE MEMBERS
Work experience • Worked for over 27 years at PricewaterhouseCoopers (PwC) Indonesia and was a partner at PwC Indonesia in the Assurance Division - Financial Services Group for the past 15 years. Affiliated relationship Has no affiliation with other members of the committee, the supervisory board, the board of directors or the majority and controlling shareholders.
AUDIT COMMITTEE INDEPENDENCY STATEMENT
INDEPENDENCY OF AUDIT COMMITTEE MEMBERS AS OF DECEMBER 2022
DUTIES, RESPONSIBILITIES, AND AUTHORITIES
Providing recommendations to the Board of Commissioners on the approval of the internal audit charter. Providing recommendations to the Board of Commissioners on the internal auditor's total annual remuneration and performance recognition.
AUDIT COMMITTEE MEETINGS AND ATTENDANCE
Appointment of a non-commissioner member of the audit committee or other third party as committee secretary to record committee meetings and prepare minutes of audit committee meetings. To have access to the required bank documents, data and information about the bank's employees, funds, assets and resources.
MEETING ATTENDANCE OF AUDIT COMMITTEE MEMBERS IN JANUARY - DECEMBER 2022
The members of the commission collegially evaluate the performance of the audit commission and the individual evaluation of each member and the chairman of the commission using the criteria and evaluation process, as specified in the annex to the Statute of the Commission for Appointments and Remuneration. Involvement of independent parties outside the audit committee to assist in the performance of the committee's tasks (if necessary).
AUDIT COMMITTEE MEETING AGENDA
Discussing the audit plan, scope and findings of the audit, following up on the recommendations of the audit results and the adequacy of the internal control system. Discuss the recommendations and follow-up progress of the OJK and Bank Indonesia audit results.
REPORT OF AUDIT COMMITTEE DUTIES IMPLEMENTATION IN 2022
AUDIT COMMITTEE STATEMENT ON THE ADEQUACY OF THE INTERNAL CONTROL AND
WORK PLANS FOR 2023
REMUNERATION FOR AUDIT COMMITTEE MEMBERS
REMUNERATION PACKAGES AND OTHER FACILITIES RECEIVED
VARIABLE REMUNERATION FOR AUDIT COMMITTEE MEMBERS
RISK OVERSIGHT COMMITTEE
RISK OVERSIGHT COMMITTEE CHARTER
RISK OVERSIGHT COMMITTEE MEMBERSHIP, STRUCTURE, AND COMPOSITION
RISK OVERSIGHT COMMITTEE MEMBERSHIP IN 2022
PROFILE OF RISK OVERSIGHT COMMITTEE MEMBERS
Work experience • Founding partner of Hadiputranto, Hadinoto & Partners, the largest law firm in Indonesia, a member of the Baker. Affiliate Relationship Has no affiliation with fellow committee members, members of the Board of Commissioners, Board of Directors or the Ultimate and Controlling Shareholders.
TRAINING FOR RISK OVERSIGHT COMMITTEE MEMBERS
Member of the Board of Commissioners of the Indonesia Stock Exchange and Member of the Discipline Committee for Members of the Indonesia Stock Exchange. Concurrent positions • Head of the Economic and Social Research Institute, Faculty of Economics and Business (LPEM FEB), University of Indonesia.
RISK OVERSIGHT COMMITTEE INDEPENDENCY STATEMENT
This statement is supported by the fact that the composition of the board membership consists of 1 (one) chairman who is an independent commissioner, 1 (one) member who is an independent commissioner, 2 (two) members who are commissioners and 2 (two) ) deputy commissioner members from Independent parties. Monitors and evaluates the performance of the risk management committee and the risk management unit.
RISK OVERSIGHT COMMITTEE MEETINGS AND ATTENDANCE
To assess the conformity between the policy and the implementation of risk management in the Bank; and.
MEETING ATTENDANCE OF RISK OVERSIGHT COMMITTEE MEMBERS IN JANUARY - DECEMBER 2022
RISK OVERSIGHT COMMITTEE MEETING AGENDA
Monitor and discuss key risk points and emerging risks, as well as the impact of COVID-19 on the Bank's performance. Monitor and discuss business plan, strategy and account planning for large debtor groups and related business units.
REPORT OF RISK OVERSIGHT COMMITTEE DUTIES IMPLEMENTATION IN 2022
Assess, drive and monitor the Strategic Information Technology Plan and discuss the Bank's Cyber Security and IT Resilience capabilities and preparations.
RISK OVERSIGHT COMMITTEE ASSESSMENT ON RISK MANAGEMENT IMPLEMENTATION
REMUNERATION FOR THE RISK OVERSIGHT COMMITTEE MEMBERS 1. REMUNERATION PACKAGES AND OTHER FACILITIES RECEIVED
VARIABLE REMUNERATION FOR RISK OVERSIGHT COMMITTEE MEMBERS
NOMINATION AND
REMUNERATION COMMITTEE
NOMINATION AND REMUNERATION COMMITTEE CHARTER
NOMINATION AND REMUNERATION
COMMITTEE MEMBERSHIP, STRUCTURE, AND COMPOSITION
NOMINATION AND REMUNERATION COMMITTEE MEMBERSHIP IN 2022
PROFILE OF NOMINATION AND REMUNERATION COMMITTEE MEMBERS
TRAINING OF THE NOMINATION AND REMUNERATION COMMITTEE MEMBERS
NOMINATION AND REMUNERATION COMMITTEE INDEPENDENCY STATEMENT
NOMINATION AND REMUNERATION COMMITTEE MEETINGS AND ATTENDANCE
MEETING ATTENDANCE OF THE NOMINATION AND REMUNERATION COMMITTEE MEMBERS IN FOR JANUARY - DECEMBER 2022
NOMINATION AND REMUNERATION COMMITTEE MEETING AGENDA
REOPRT OF THE NOMINATION AND REMUNERATION COMMITTEE DUTIES
Evaluated the effectiveness of the performance of the Board of Commissioners and the Committees under the Board of Commissioners and the Board of Directors in cooperation with the service of external consultants as an independent party. Conduct one-on-one meetings with talented employees to encourage excellent performance that will impact business performance, including understanding challenges, aspirations and support required from Senior Management.
NOMINATION AND REMUNERATION COMMITTEE ASSESSMENT ON THE
IMPLEMENTATION OF THE NOMINATION AND REMUNERATION POLICY AT THE BANK
REMUNERATION FOR THE NOMINATION AND REMUNERATION COMMITTEE MEMBERS 1. REMUNERATION PACKAGE AND OTHER FACILITIES RECEIVED
VARIABLE REMUNERATION FOR NOMINATION AND REMUNERATION COMMITTEE MEMBERS
None of the members of CIMB Niaga's Nomination and Remuneration Committee who serve as Supervisory Board members of the Bank received any variable remuneration (shares or bonuses, whether performance based or not, as well as stock options).
SUCCESSION POLICY OF THE BOARD OF DIRECTORS
INTEGRATED GOVERNANCE COMMITTEE
INTEGRATED GOVERNANCE COMMITTEE CHARTER
INTEGRATED GOVERNANCE COMMITTEE MEMBERSHIP, STRUCTURE, AND
COMPOSITION
INTEGRATED GOVERNANCE COMMITTEE MEMBERSHIP IN 2022
PROFILES OF INTEGRATED GOVERNANCE COMMITTEE MEMBERS
Vice President Investment Banking Division and Direct Investment Division at PT Danareksa (Persero) and PT Danareksa Finance. Independent Commissioner and Chairman of the Audit Committee at PT CIMB Niaga Auto Finance (2012 - present).
TRAINING FOR INTEGRATED GOVERNANCE COMMITTEE MEMBERS
INTEGRATED GOVERNANCE COMMITTEE INDEPENDENCY STATEMENT
DUTIES, RESPONSIBILITIES, AND AUTHORITIES
INTEGRATED GOVERNANCE COMMITTEE MEETINGS AND ATTENDANCE
MEETING ATTENDANCE OF THE IG COMMITTEE MEMBERS IN JANUARY - DECEMBER 2022
IG COMMITTEE MEETING AGENDA
REPORT OF THE INTEGRATED GOVERNANCE COMMITTEE DUTIES IMPLEMENTATION IN 2022
INTEGRATED GOVERNANCE COMMITTEE ASSESSMENT ON THE IMPLEMENTATION
REMUNERATION FOR THE INTEGRATED GOVERNANCE COMMITTEE MEMBERS 1. REMUNERATION PACKAGES AND OTHER FACILITIES RECEIVED
VARIABLE REMUNERATION FOR INTEGRATED GOVERNANCE COMMITTEE MEMBERS
Committees Under The Board of Directors
POSITION OF EXECUTIVE COMMITTEES (EXCO) IN THE BANK STRUCTURE
RISK MANAGEMENT COMMITTEE (RMC) MAIN FUNCTION AND AUTHORITY
STRUCTURE AND MEMBERSHIP
DUTIES AND RESPONSIBILITIES
2022 WORK PROGRAM REALIZATIONS
2023 WORK PLANS
CERTIFICATIONS
ASSET & LIABILITY COMMITTEE (ALCO) MAIN FUNCTION AND AUTHORITY
Balance sheet management to ensure that framework and policies are consistent with the current and future scale and complexity of CIMB Niaga's operations; Determine the gross yield for the current month and ensure that the gross yield is in line with Sharia compliance.
MEETINGS, QUORUMS, AND RESOLUTIONS ALCO
Review and approve pricing that requires regulatory approval and pricing for new and legacy products to align with the Bank's strategic business objectives through a quorum requirement. To review and ensure that the bank's risk profile remains within the specified MAT/Liquidity and Interest Risk limit in the banking book, including assessing the results of internal stress tests and regulations in all relevant currencies and banking entities within CIMB Niaga;.
CERTIFICATION
INFORMATION TECHNOLOGY STEERING COMMITTEE (ITSC)
MAIN FUNCTION AND AUTHORITY
2022 WORK PROGRAM REALIZATIONS 1. Establish the 2023-2024 IT Strategic Plan
CREDIT POLICY COMMITTEE (CPC) MAIN FUNCTION AND AUTHORITY
- Commercial Loan Provision
- Treasury Provision
- Approval Authority
- Provisions Related to Transaction Banking – Value Chain
- Provisions Related to Enterprise Business Banking (EBB) and Consumer
- Other Provisions
Changes to the TOR Terms for Non-Retail Customers of ECC and JDA TOR regarding "Consent Product Owner". In 2022, policies for consumer loan products and the EBB segment were adjusted to external policies issued by regulators, government regulations and business strategies that are in line with the level of risk defined by the company, including incentive provisions regarding with the COVID-19 pandemic.
LEGAL BASIS OF APPOINTMENT, TERM OF OFFICE & WORK GUIDELINES OF EXECUTIVE
Periodic updating of other provisions relating to Credit Organizations and Authorities, Trade Credit Facilities, Lending, Credit Collateral, Credit Documents, Champion Challenger, Account Maintenance, Credit Monitoring and Reporting, Allowance for Reserves for Asset Quality and Impairment Loss Allowances, of credit-related third parties (General Provisions, Office of Public Valuation Services, Insurance, Public Accounting Firms and Notaries), and Credit Supervision &. Changes to the Joint Delegated Authority's (JDA NPL) non-performing loan reference term condition.
THE PROCEDURE FOR APPOINTMENT AND TERMINATION OF THE CHAIRMAN OF EXCO
FX Limit Program Provisions as well as changes to counterparty policy and ISDA policy regarding legal documents for FX transactions. Changes to bond repo and reverse repo bond arrangements with the Bank's counterparty, NBFI (Securities Company), and Private Banking clients.
INDEPENDENCY STATEMENT OF EXCO
In conditions where a consensus cannot be reached, the resolution must be approved by a vote of more than 2/3 (two-thirds) of the members present voting in favor of the resolution, provided that 2/3 (two-thirds) of the votes likes come from BD members.
TRAINING FOR EXCO MEMBERS
FREQUENCY AND ATTENDANCE RATE OF DIRECTORS IN THE EXECUTIVE COMMITTEE (EXCO) MEETINGS IN 2022
Corporate Secretary
CORPORATE SECRETARY (HEAD OF CORPORATE SECRETARY) PROFILE
TERM OF OFFICE AND DOMICILE
ORGANIZATIONAL STRUCTURE OF CORPORATE SECRETARY
IMPLEMENTATION OF DUTIES IN 2022
7/POJK.04/2021 on Policies to Maintain the Performance and Stability of the Capital Market due to the Spread of COVID-19;. 20/SEOJK.04/2022 on Incentives and Provision Relaxation Policies Regarding Issuers or Public Companies in Maintaining the Performance and Stability of the Capital Market due to the Spread of COVID-19;.
COMPETENCY DEVELOPMENT
1/SEOJK.04/2022 on procedures for requesting approval as a system provider for organizing the electronic general meeting of shareholders (e-GMS);. SEOJK.04/2021 on Policies of provision Stimulus and relaxations related to issuers or public companies in maintaining capital market performance and stability due to the spread of COVID-19;.
DISCLOSURE OF INFORMATION IN 2022
Administration, distribution and follow-up of incoming letters received by the Bank and addressed to the BOK and/or BOD. In 2022, the Bank received 18,251 (eighteen thousand two hundred and fifty-one) letters addressed to the BOC and/or BOD, received among others from OJK, Bank Indonesia, Indonesia Stock Exchange (IDX), Central Securities Depository Indonesia (KSEI) , Association of National Private Banks (PERBANAS), State Courts of the Republic of Indonesia, Indonesian National Police, Director General of Taxation, and others.
REGULAR REPORTS
INCIDENTAL REPORTS
Internal Audit Unit (IA)
INTERNAL AUDIT CHARTER
Opportunities to improve risk management, profitability and reputation for CIMB Niaga are identified and indicated in the audits.
APPOINTMENT AND DISMISSAL OF THE CHIEF AUDIT EXECUTIVE
STRUCTURE AND POSITION OF IA IN THE ORGANIZATION
PROFILE & TRAINING OF THE CHIEF AUDIT EXECUTIVE
DUTIES AND RESPONSIBILITIES OF IA
Able to conduct audits on Financial Services Institutions (FSI), either individually, jointly, or based on the audit report of the FSI's IA. Prepare a report on the performance of the Integrated IA's duties and responsibilities to the Director responsible for overseeing the FSI within the financial conglomerate, the Compliance Director of the Lead Entity and the Lead Entity's Board of Commissioners.
CODE OF ETHICS OF INTERNAL AUDITORS
Perform the analysis and evaluation of the financial, accounting, operational and other activities through audits. The Internal Auditor maintains the confidentiality of the information received and is not authorized to disclose it.
HUMAN RESOURCES AND PROFESSION CERTIFICATION
All relevant facts are assessed by internal auditors in a balanced manner without being influenced by. In order to provide internal audit services, internal auditors must possess the necessary knowledge, skills and experience.
PARTICIPATION IN PROFESSIONAL ORGANIZATION
COBIT5 : Certified Target for Information and Related Technology CRISC : Certified for Risk and Information System Control. ITIL ITSM : ITIL Foundation Certificate in IT Service Management CFA Investment : Chartered Financial Analyst - Investment.
PARTICIPATION OF IA OF CIMB NIAGA IN EXTERNAL ORGANIZATIONS
PARTICIPATION OF IA OF CIMB NIAGA AS KEYNOTE SPEAKERS IN EXTERNAL SEMINARS/ONLINE WEBINAR
AUDIT MANAGEMENT INFORMATION SYSTEM
AUDIT METHODOLOGY
REPORT ON IA ACTIVITIES IN 2022
KEY INITIATIVES IN 2022
- Data Analytics Development
- Visualization
- Thematic Audit
- Quick hit consulting
- Business Monitoring
- Aligned Assurance
- Attachment Program
- Guest Auditor Program
- Agile Audit
Improvements and development of data analytics were also carried out to keep pace with the growth of the IA organization and the Bank's business and operations. Increase the auditor's understanding of the role of a job, including the challenges associated with it.
FREQUENCY AND POLICY OF MEETINGS WITH THE BOARD OF DIRECTORS, BOARD OF COMMISSIONERS, AND AUDIT COMMITTEE
IA resumed the Gas Auditor Program by inviting Business Units/Support Units to be involved in an audit as gas auditors with the aim of facilitating the sharing of best practices, providing an understanding to gas auditors of the audit process and control framework, which later used and implemented in business/support units respectively. The Agile concept can be applied in conducting audits to facilitate the audit process by focusing on the audit scope and monitoring the audit process progress status, increasing interaction with the Auditee to eliminate surprise findings.
EVALUATION OF IA PERFORMANCE
Provide management feedback on how to improve controls, mitigation and efficiency, as well as work and business effectiveness. FREQUENCY AND POLICY OF MEETINGS WITH THE BOARD OF DIRECTORS, THE SUPERVISORY BOARD AND THE AUDIT COMMITTEE.
WORK PLANS IN 2023
Compliance Management Unit
APPOINTMENT AND DISMISSAL MECHANISMS OF THE HEAD OF COMPLIANCE MANAGEMENT
PROFILE & TRAINING OF HEAD OF COMPLIANCE MANAGEMENT
TRAINING OF HEAD OF COMPLIANCE MANAGEMENT IN 2022
COMPLIANCE PRINCIPLES
COMPLIANCE FUNCTION AT THE BANK
ORGANIZATIONAL STRUCTURE OF COMPLIANCE MANAGEMENT UNIT
DUTIES AND RESPONSIBILITIES OF THE COMPLIANCE MANAGEMENT UNIT
HUMAN RESOURCES AND PROFESSIONAL CERTIFICATION
COMPLIANCE MANAGEMENT UNIT WORK PLAN IN 2022
COMPLIANCE INDICATORS IN 2022
IMPLEMENTATION OF COMPLIANCE MANAGEMENT UNIT DUTIES IN 2022
The audit follow-up obligation to supervisory authorities can be fulfilled correctly in accordance with the target. internal source and subject to publication of audited financial report). CMU submits reports on the bank's compliance activities to internal parties and the competent supervisory authorities in accordance with the rules.
COMPLIANCE MANAGEMENT UNIT WORK PLAN IN 2023
Anti Money Laundering and
Counter Financing of Terrorism (AML & CFT) Program
AML & CFT POLICY
MECHANISM FOR THE APPOINTMENT AND DISMISSAL OF THE HEAD OF AML
PROFIL & PELATIHAN HEAD OF AML
TRAINING OF HEAD OF AML IN 2022
ORGANIZATIONAL STRUCTURE OF THE AML UNIT
DUTIES AND RESPONSIBILITIES OF THE AML UNIT
IMPLEMENTATION OF AML & CFT PROGRAMS IN 2022
- First Line of Defense
- Second Line of Defense
- Third Line of Defense
- Establishment of a special organization, the Anti Money Laundering (AML) Unit, to implement the
- Risk-based AML & CFT policies and procedures that are in accordance with the complexity of the
- Management Information System in the Implementation of AML & CFT
- Screening of the Watchlist
- AML & CFT Risk Assessment
- Internal Control to Evaluate the Adequacy and Effectiveness of the AML & CFT Programs
- Compliance Test and Advice related to AML & CFT Throughout 2022, the AML Unit conducted 395
- Training (Certification) of AML & CFT to Employees Training on AML & CFT is mandatory for all employees
- Reporting and Data Submission to Regulators/Law Enforcement
Management information system in the implementation of AML & CFT Implementation of AML & CFT. Internal controls for assessing the adequacy and effectiveness of AML & CFT programs Effectiveness of AML & CFT programs.
NUMBER OF CORRESPONDENCES WITH THE REGULATORS IN 2022
Public Accountant
POLICY FOR THE APPOINTMENT OF PUBLIC ACCOUNTANT
Improvement initiatives during 2022
AML & CFT PLANS IN 2023
EFFECTIVENESS OF AUDIT BY PUBLIC ACCOUNTANT
SUPERVISION AND COMMUNICATION BETWEEN PUBLIC ACCOUNTANT AND THE BANK
PERIOD OF SERVICE OF PUBLIC ACCOUNTANT AND PUBLIC ACCOUNTING FIRM
NAMES, PERIODS, AND FEES FOR PUBLIC ACCOUNTING FIRM AND PUBLIC ACCOUNTANTS CONDUCTING THE AUDIT ON THE BANK’S ANNUAL FINANCIAL STATEMENTS IN THE LAST 5 (FIVE) YEARS
OTHER SERVICES PROVIDED BY THE PUBLIC ACCOUNTING FIRM AND PUBLIC ACCOUNTANT OTHER THAN THE AUDIT ON THE LAST ANNUAL FINANCIAL STATEMENTS (NON-AUDIT FEES) IN 2022
Risk Management System
OVERVIEW OF RISK MANAGEMENT SYSTEM IMPLEMENTATION AT CIMB NIAGA
RISK MANAGEMENT UNIT
RISK MANAGEMENT ORGANIZATIONAL STRUCTURE AND POSITION
PROFILE OF RISK MANAGEMENT UNIT HEAD
MEMBERS OF THE RISK MANAGEMENT UNIT KOEI HWEI LIEN
CERTIFICATIONS OF THE RISK MANAGEMENT UNIT HEAD
DUTIES AND RESPONSIBILITIES OF THE RISK MANAGEMENT UNIT
COMPETENCY DEVELOPMENT AND PROFESSIONAL CERTIFICATION PROGRAMS FOR RISK MANAGEMENT UNIT (RMU) PERSONNEL
ASSESSMENT OF THE BOARD OF DIRECTORS ON THE PERFORMANCE OF THE RISK
MANAGEMENT UNIT
RISK MANAGEMENT
STATEMENT OF THE BOARD OF DIRECTORS AND/OR BOARD OF COMMISSIONERS OR THE
RESULT OF EVALUATIONS ON RISK MANAGEMENT SYSTEM EFFECTIVENESS
Internal Control System
BASIS OF IMPLEMENTATION
PURPOSE OF INTERNAL CONTROL SYSTEM
Compliance
Information
Operational
Risk Culture
IMPLEMENTATION OF THE FINANCIAL AND OPERATIONAL INTERNAL CONTROL SYSTEM,
CONFORMITY OF INTERNAL CONTROL WITH THE COSO FRAMEWORK
EVALUATION ON THE EFFECTIVENESS OF INTERNAL CONTROL
STATEMENT OF THE BOARD OF DIRECTORS AND/OR BOARD OF COMMISSIONERS ON
Important Cases
NUMBER OF CASES INVOLVING THE BANK
IMPORTANT CASES INVOLVING THE BANK
The bank has made the greatest possible legal effort in the district court process, and the bank has won. SIGNIFICANT MATTERS CONCERNING CURRENT MEMBERS OF THE COMMISSION'S BOARD AND THE BANK'S BOARD.
MATERIAL CASES INVOLVING INCUMBENT MEMBERS OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE BANK
MATERIAL CASES INVOLVING SUBSIDIARIES
MATERIAL CASES INVOLVING INCUMBENT MEMBERS OF THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS OF THE SUBSIDIARIES
IMPACT OF LEGAL ISSUES FOR THE BANK AND ITS SUBSIDIARIES
Administrative Sanctions from Relevant Authorities
Anti Bribery and Corruption Policy
PROGRAM AND PROCEDURE
Provisions for donations should be channeled through CSR or Qardhul Hasan Funds as well as conducting due diligence on the recipients. Detailed content of the Anti-Bribery and Corruption Policy can be viewed on the Bank's website.
RISK ASSESSMENT ON BRIBERY AND CORRUPTION
Delivery and publication of reminders against the satisfaction of the Bank's Business Relations, at least twice a year;.
ANTI-BRIBERY AND CORRUPTION TRAINING AND SOCIALIZATION
Provision of Funds to Related Parties
POLICY
PROCEDURE
DISCLOSURE
Policy on Disclosure of Information Regarding Share Ownership of Members of The Board
Access to Corporate Data and Information
INVESTOR RELATIONS
ACTIVITIES OF INVESTOR RELATIONS
SOCIAL MEDIA
Facebook : CIMB Niaga (https://www.facebook
Youtube
INTERNAL COMMUNICATION
Wallpaper
Galeri News
HR Info
PRESS RELEASES
Procurement of Goods and Services Policy
BASIC PRINCIPLES OF PROCUREMENT OF GOODS AND SERVICES
VENDOR’S CODE OF CONDUCT
- Legal Compliance
- Anti-corruption, bribery, or illegal payments Vendors must not engage in any form of corruption
- Gift and Entertainment
- Conflict of Interest
- Labour Practices and Human Rights
- Confidentiality and Protection of Personal Data a) Vendors must keep all data or information shared
- Employee Health and Safety
- Environmental Protection
- Lawful Competition
Sellers must not share such data and information with third parties unless the Bank provides official written consent. Sellers may not discuss pricing, distribution practices, customers, product development and use of suppliers or company plans or activities with a competitor.
ELECTRONIC PROCUREMENT OF GOODS AND/
They must comply with all applicable competition or antitrust laws and regulations. The Bank has established the AYO LAPOR Whistleblower System to address legitimate concerns that must be objectively investigated and addressed.
OR SERVICES (E-PROCUREMENT)
In all cases where Bank's confidential information is to be disclosed to a vendor or another external party, it is mandatory to execute a Non-Disclosure Agreement (NDA) prior to disclosure to protect the Bank's information and interests and those of protect its customers. Vendors who violate or fail to comply with the VCOC will be reported immediately and may face serious disciplinary action and/or punitive measures, including termination of contract and blacklisting of vendors from providing goods or services to Bank.
VENDOR DUE DILIGENCE IN 2022
Details of the content of the Seller's Code of Conduct are available and can be viewed on the Bank's website https://investor.cimbniaga.co.id/misc/governance-policy/Kode-Etik-Rekanan-2022.pdf. Vendor evaluation of users on project work may be followed by an evaluation of vendor performance results for each completed project.
Employee Code of Ethics & Conduct
List of information from supplier/potential supplier containing a Sustainability Due Diligence (SDD) questionnaire related to sustainability both from an economic, social and environmental perspective, as well as a statement on whether there is a relationship with the bank's employees. Request for information about client(s) who have worked or are currently working with the potential supplier.
PURPOSES OF THE EMPLOYEE CODE OF ETHICS & CONDUCT
Make sure that the prospective seller is not involved in or engaged in activities that are included in the list of prohibited business activities, such as arms and ammunition, casinos, amusement games, illegal logging or illegal burning, or activities that adversely affect cultural heritage. locations, as well as not having a negative reputation for social and environmental issues, by completing the SDD questionnaire. Periodic evaluations of vendors providing goods and/or services, where the vendor selection team will document the results of vendor performance evaluations conducted randomly by the procurement team and the user's work unit, with an annual evaluation the seller.
PRINCIPLES/CONTENT OF THE EMPLOYEE CODE OF ETHICS & CONDUCT
CODE OF
ETHICS
STATEMENT OF THE EMPLOYEE CODE OF ETHICS & CONDUCT APPLIES TO ALL LEVELS
SIGNING OF INTEGRITY PACT
DISSEMINATION AND MONITORING OF EMPLOYEE CODE OF ETHICS & CONDUCT
POLICY ON DISCIPLINE ENFORCEMENT AND SANCTIONS IMPOSED FOR VIOLATIONS
DATA ON EMPLOYEE VIOLATIONS IN 2022
Corporate Values and Culture
ALIGNMENT OF WORK CULTURE (EPICC)
Funding for
Social and Political Activities
Protection of Creditor’s Rights
Transparency of The Bank’s Financial and Non-Financial Condition
TRANSPARENCY OF THE BANK’S FINANCIAL CONDITIONS
TRANSPARENCY OF THE BANK’S NON- FINANCIAL CONDITIONS
Shares and Bonds
Buyback of CIMB Niaga
Long-Term Compensation Policy
Dividend Policy
Conflict Management Policy (Including Insider Trading)
Customer Protection Policy
NET PROMOTOR SCORE (NPS) RESULTS
NUMBER OF COMPLAINTS AND PERCENTAGE OF RESOLUTION
COMPLAINTS TYPE, NUMBER AND RESOLUTIONS
COMPLAINT HANDLINGS IN 2022
Internal Fraud
ANTI-FRAUD POLICY
MITIGATION OF CIMB NIAGA AGAINST FRAUD VIOLATIONS
ACTIVE SUPERVISION OF THE MANAGEMENT ON FRAUD VIOLATIONS
ANTI-FRAUD SOCIALIZATION PROGRAM FOR EMPLOYEES
Anti-Fraud Awareness to employees
In , employees followed the Anti-Fraud Awareness and Information Security Awareness training, both physically and online.
Anti-Fraud Awareness for customers (Customer Anti-Fraud Awareness) is carried out through
DATA FOR INTERNAL FRAUD VIOLATIONS AND SANCTIONS
Whistleblowing System
CIMB NIAGA - DELOITTE WHISTLEBLOWING SYSTEM MECHANISM
WHISTLEBLOWING CHANNEL
WHISTLEBLOWER PROTECTION
HANDLING OF WHISTLEBLOWING REPORT
Assume that the report provided is not relevant (out of context) to the scope of the Whistleblowing system. In that case, the Whistleblowing Officer will forward the report to the relevant party or entity for further follow-up.
PARTIES IN CHARGE OF WHISTLEBLOWING
- The person in charge of the Whistleblowing System of CIMB Niaga is the Director in charge of
- Whistleblowing Coordinator CIMB Niaga is the Anti- Fraud Management unit, in which the D-1 Officer in
- Whistleblowing Coordinator Unit consists of D-1 officials in charge of Anti-Fraud Management (AFM),
- Whistleblowing Officers are employees from the AFM, AML, and HR units who have been appointed
- Chief Audit Executive (CAE) undertakes the role of an independent supervisor with respect
The Whistleblower will evaluate and analyze all reports received in accordance with the fundamental principles of handling whistleblowers, which include administrative, operational and judicial aspects. The type or essence of the reports covered by the whistleblowing policy are fraud, money laundering and human resources reports.
ROLE OF THE BOARD OF COMMISSIONERS
SOCIALIZATION OF THE WHISTLEBLOWING SYSTEM
NUMBER OF WHISTLEBLOWING REPORTS IN 2022 AND 2021
THEME/TOPIC OF WHISTLEBLOWING REPORT ISSUES IN 2022
FOLLOW-UP ON VIOLATIONS
TOTAL
ASEAN Corporate Governance Scorecards Implementation
481-488 E.2.21 Does the company disclose the tasks/management structure/charter of the audit committee. Does the company disclose the process of how the board/commissioners plan to. succession of CEO/CEO/President and key management.
Implementation of Corporate Governance Aspects and Principles in Public
Companies Pursuant to
Otoritas Jasa Keuangan Regulations
From December 2022, the Board of Commissioners of the Bank consists of 6 (six) persons, of which 3 persons (50%) are independent commissioners. The number of members of the Board of Directors of the Bank exceeds the number of members of the Board of Commissioners.
Indonesian General Guidelines
In addition, joint meetings of the Board of Commissioners and the Board of Directors are held regularly. Evaluation of the work of the committee is carried out every year (at least once a year).
Integrated Governance Implementation Report
FINANCIAL CONGLOMERATE STRUCTURE
SHAREHOLDING STRUCTURE
MANAGEMENT STRUCTURE
MAIN ENTITY: CIMB NIAGA
CIMB NIAGA BOARD OF COMMISSIONERS, SHARIA SUPERVISORY BOARD, AND BOARD OF
DUTIES AND RESPONSIBLITIES OF THE BOARD OF COMMISSIONERS OF THE MAIN ENTITY
DUTIES AND RESPONSIBILITIES OF THE SHARIA SUPERVISORY BOARD OF THE MAIN ENTITY
DUTIES AND RESPONSIBILITIES OF THE BOARD OF DIRECTORS OF THE MAIN ENTITY
MEMBERS
CIMB NIAGA AUTO FINANCE (CNAF)
CIMB NIAGA SEKURITAS (CNS)
CORPORATE CHARTER
INTEGRATED GOVERNANCE (IG) COMMITTEE
INTEGRATED INTERNAL AUDIT UNIT (IIA)
DUTIES AND RESPONSIBILITIES OF THE IIA
In its duties, the IIA of CIMB Indonesia Financial Conglomerate may conduct audits of members of CIMB Indonesia Financial Conglomerate, either through individual or joint audits or based on internal audit reports from relevant members of CIMB Indonesia Financial Conglomerate. In addition, the IIA ensures that members of the CIMB Indonesia Financial Conglomerate follow the audit findings and recommendations of the IIA, external auditors and the results of supervision by the OJK or other authorities.
INTEGRATED AUDIT IMPLEMENTATION IN 2022 Throughout 2022, the IIA has periodically conducted
INTEGRATED COMPLIANCE UNIT (ICU)
DUTIES AND RESPONSIBILITIES OF THE ICU
Establish policies as guidelines for the implementation of the integrated compliance functions and communicate these policies to other financial institution members of the financial conglomerate.
IMPLEMENTATION OF INTEGRATED COMPLIANCE ACTIVITIES IN 2022
INTEGRATED RISK MANAGEMENT
IRMC MMEMBERSHIP COMPOSITION IN 2022
DUTIES AND RESPONSIBILITIES OF THE IRMC 1. Provides recommendations to the ME Board of
IMPLEMENTATION OF INTEGRATED RISK MANAGEMENT ACTIVITIES IN 2022
INTEGRATED RISK MANAGEMENT UNIT
Periodically review the risk management policies and procedures that serve as guidelines and references in the implementation of integrated risk management. Further discussion of the implementation of integrated risk management can be found in the Risk management chapter in this annual report.
POLICY ON INTRAGROUP TRANSACTIONS
Conduct a review of the methodology used in the risk profile self-assessment process for each CIFC FI member (at least once a year). Intra-group transaction risk is one of the risk assessment aspects in the Integrated Risk Profile Report, which is reported on regularly.
IG IMPLEMENTATION ASSESSMENT REPORT IG IMPLEMENTATION ASSESSMENT REPORT
The Financial Unit and RMU periodically monitor the risk of the composition of intragroup transactions to ensure compliance with limits, such as the LLL and the arm's length principle of transactions. Until the end of 2022, the risk profile of intragroup transactions is still considered low and limited, where the significance of intragroup transactions for the total assets of the CIMB Indonesia Financial Conglomerate is still insignificant.
IG IMPLEMENTATION ASSESSMENT RESULTS
Sharia Business Unit Governance Report
POLICY ON GOVERNANCE IMPLEMENTATION
GCG PRINCIPLES OF SBU
Responsibility: consistent Bank management in accordance with the prevailing rules and regulations
Professionalism: being competent and able to act objectively - free from the influence/pressure of any
GCG SELF-ASSESSMENT OF THE SBU
SHARIA GOVERNANCE STRUCTURE AND MECHANISM AT CIMB NIAGA SBU
MECHANISM OF SHARIA GOVERNANCE
SHARIA SUPERVISORY BOARD (SSB)
SSB CHARTER
MECHANISM OF APPOINTMENT, REPLACEMENT, AND/OR RESIGNATION OF SSB MEMBERS
In the event that the resignation has resulted in the number of SSB members being reduced to less than the minimum number required by applicable regulations, the Bank shall appoint one or more new SSB members in accordance with the applicable mechanisms and procedures for the appointment of SSB Members. The dismissal and/or dismissal of an SSB member is reported to the OJK within 10 (ten) calendar days after the effective date of the dismissal and/or dismissal.
MEMBERSHIP STRUCTURE AND COMPOSITION OF THE SSB IN 2022
SHAREOWNERSHIP BY SSB MEMBERS
CONCURRENT POSITIONS OF SSB MEMBERS
DUTIES, RESPONSIBILITIES, AND AUTHORITY OF THE SSB
MANAGEMENT OF CONFLICTS OF INTEREST OF THE SSB
PERFORMANCE ASSESSMENT OF THE SSB
SSB MEETINGS
February 15, 2022 Exit Meeting Review of Sharia Finance Compliance in Commercial Banking of iB Sumatra and Central Java Areas June 28, 2022 Exit Meeting Review of Sharia Compliance of CIMB Niaga Sharia's website. August 2, 2022 Exit Meeting Review of Sharia Mortgage Finance Compliance of iB Jakarta Area December 22, 2022 Exit Meeting Review of Gold Xtra iB Sharia Compliance.
FREQUENCY, ADVISORY AND SHARIA COMPLIANCE SUPERVISION IN 2022
SHARIA BANKING DIRECTOR
PROFILE OF THE SHARIA BANKING DIRECTOR
CRITERIA
LIST OF CONSULTANTS AND ADVISORS
INTERNAL FRAUD AND SETTLEMENT EFFORTS
LEGAL ISSUES (CIVIL AND CRIMINAL) AND SETTLEMENT EFFORTS
TRANSPARENCY OF FINANCIAL AND NON-FINANCIAL CONDITIONS
NON-HALAL REVENUE AND ITS UTILIZATION
FUND DISTRIBUTION FOR SOCIAL ACTIVITIES
Transparency of
Bad Corporate Governance Practices
Declaration of Implementation of
Good Corporate Governance Principles
