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Corporate Governance Report

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Nguyễn Gia Hào

Academic year: 2023

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CIMB Niaga strives to continuously improve the implementation of GCG and has adhered to the Roadmap of Indonesian Corporate Governance, the GCG Guidelines for Listed Companies and the principles of the ASEAN CG Scorecard. 15/15/DPNP of 2013, regarding the implementation of good corporate governance for commercial banks, CIMB Niaga conducts a GCG self-assessment every semester.

External Assessment

GCG Self-Assessment

The General Meeting of Shareholders (GMS) is the highest body in CIMB Niaga's governance structure, acting as a forum for shareholders to make decisions. The GMS has all powers not vested in the Board of Directors and the Board of Directors as set forth in the Articles of Association and applicable rules and regulations.

Rights, Authority and

In GMS, decisions are made based on the bank's interests and are carried out correctly and transparently.

Responsibilities of Shareholders

Annual General Meeting of Shareholders Procedures

Evidence of the summary of the decisions of the AGMS has been submitted to ZJK and IDX 1 (one) working day after the announcement. Attendance Audit Committee Chairman Roy Edu Tirtadji was unable to attend the Nomination Attendance and.

Voting Count Process

AVA Decisions Deed of CV of the AVA of the Notary was submitted to OJK and IDX (e-Reporting) on ​​14 April 2016. Deed of AGM's summary was submitted to OJK and IDX 2 (two) working days after the AGM.

General Meeting of Shareholders

Change in the composition of the board including sharia supervisory board of the company Realization Approving the appointment of Tigor M. Siahaan as the new President of the Company.

Legal References

The BoC performs its supervisory duties and advises on the performance of the Board's duties and responsibilities.

Board of Commissioners Composition

The Board of Commissioners of CIMB Niaga is one of the main bodies of the GCG responsible for the oversight function to ensure that the management activities of the Bank are in line with the predetermined business objectives.

Duties and Responsibilities of the Board of Commissioners

Board of Commissioners

Ensure that each financial services provider has implemented governance in accordance with the ICG manual. Supervising the performance of duties and responsibilities of the Executive Board, as well as providing guidance or advice to the Executive Board regarding the implementation of the ICG manual.

Duties and Responsibilities of President Commissioner

Authority of the Board of Commissioners

In the event that the BoC manages the bank in a certain situation and for a certain period, paragraph 2 of Article 118 of the UUPT applies: the BoC performs the function of the board in certain circumstances for a certain period of time, then all the provisions on the rights, powers and obligations of the bank's board and third parties. Authority of the BoC to approve the policies of the bank, with reference to the provisions laid down by the competent authority.

Board of Commissioners Focus of Supervision in 2016

Reviewing the bank's mandatory risk management policies, including the funding contingency plan policy, evaluating compliance between the risk management policies and implementation. In order to create effectiveness in the performance of the duties and responsibilities of the Supervisory Board, the Supervisory Board receives reports from each committee, the Audit Committee, the Risk Oversight Committee, the Nomination and Remuneration Committee and the Integrated Corporate Governance Committee at each meeting.

Board of Commissioners Charter

Approved the review and recommendation of the Nomination and Remuneration Committee in the appointment of members of the Board of Directors, the Board of Directors, the Sharia Supervisory Board and independent party who will be appointed as a member of the Audit Committee, the Risk Monitoring Committee, the Nomination and Remuneration Committee and the Integrated Corporate Governance Committee. Through the Audit Committee and the Risk Monitoring Committee, the BoC evaluated the implementation of the Compliance function in the bank and provided advice, including recommendation to the management to conduct a thorough review of existing products and launch new products.

Independence of the Board of Commissioners

Received reports from the Board of Directors to get a clear picture of the funding and liquidity structure and the bank's funding strategy with respect to rupee and US dollar liquidity. Monitored operational risk in the bank which includes non-performing loans (NPLs), impaired loans and fraud.

Independent Commissioner

Criteria of Independent Commissioner

Statement of Independence of Each Independent Commissioner

Board of Commissioners Development Programme

New Commissioners Orientation Programme

Board of Commissioners Training Program

Board of Commissioners Training in 2016

4th Annual Future of Banking & Financial Services Conference 19 October 2016 in Jakarta GCG Training based on Asean Corporate Governance. Risk Management Certification Training Level 2 7 – 9 June 2016 in Jakarta GCG Training based on ASEAN Corporate Governance.

Disclosure of Concurrent Positions

7 Armida Salsiah Alisjahbana* Risk Management Certification Training Level 1 13 – 25 April 2016 in Jakarta Risk Management Certification Level 2 7 – 9 June 2016 in Jakarta GCG Training based on ASEAN Corporate Governance. Master Class – Risk Governance Training and Certification 7 December 2016 in Denpasar, Bali 8 Jeffrey Kairupan* Level 1 Risk Management Certification Training 13 – 25 April 2016 in Jakarta.

Term of Office of Board of Commissioners

Board of Commissioners Recommendations

It has given recommendations for balanced and fair distribution of bonus bonus to BD, keeping in mind the objectivity based on the achievement of performance. It provided data for the evaluation of the Key Performance Indicator (KPI) of the members of the BD based on the achievements of each component of the IPK.

Board of Directors

Board of Directors Composition

Providing strategic directions in the field of risk management, taking into account the principle of prudence, all aspects of risk management and the Bank's risk appetite. Taking responsibility to educate and focus on risk management to achieve all stated objectives.

Board of Directors Duties and Responsibilities

Scope of Work and Responsibilities of Each Director

John Simon – Director of Treasury and Capital Market Providing strategic direction in marketing and in the development of Treasury & Capital Markets products and services to enhance the bank's profitability through money markets and capital markets. Developing a compliance strategy, including matters related to the policies and principles of compliance, and ensuring that all internal regulations of the bank (policies, systems, procedures) are in line with all binding external regulations (those of Bank Indonesia , the OJK and other financial institutions/authorities).

Board of Directors Development Programme

Managing the Bank's funds, liquidity and liability levels to ensure that the Bank operates in a prudent manner. Providing the public with all the information they may need especially about the current state of the Bank as a public company, including maintaining the Bank's reputation and acting as a contact person between the Bank and the government and the public, as well as enforcement.

Orientation Programme for New Directors

Lani Darmawan – Director of Consumer Banking Development of strategies and guidance in customer service and sales in all branches in Indonesia and optimization of market potential through development of innovative and competitive Consumer Banking products. To take responsibility for managing legal risks faced by the bank with the current developments in the capital market, especially when there are regulatory changes.

Board of Directors Training Programme

Socialisering af "Economy Profit GMC Deck" 15. december 2016 i Jakarta 7 Lani Darmawan** Basel Update and Impact to CIMB Group 22. januar 2016 i KL, Malaysia. Frokost og lær "Combine Assurance" 25. oktober 2016 i Jakarta Enhancing Corporate Governance Disclosure Policy and Practice.

Board of Directors Charter

Name Type of Training/Seminars/Workshop/Knowledge Sharing Date and Place 9 Hedy Lapian**** Refresher Risk Management Certification – Level 5 April 28, 2016 in Jakarta. Djajanegara***** Media Handling with Talkinc March 4, 2016 in Jakarta Business Strategy and How to Achieve Syariah Banking March 17, 2016 in Jakarta Basel Update and Impact at CIMB Niaga March 21, 2016 in Jakarta Risk Management Refresh Certification March 26, 2016 in Jakarta Induction program for new directors 1 June 2016 in Jakarta Improving corporate governance disclosure policy and practice.

Board of Directors Independence

Board of Directors Concurrent Positions

Term of Office of Board of Directors

Policy, Frequency and Attendance of Board of Commissioners, Board of Directors and Joint

BoC and Joint Meetings of BoC and BoD

BoC Meeting Agendas in 2016

BoC Invited BoD Meetings Agenda in 2016

BoD Meeting

Policy, Frequency and Attendance of Board of Commissioners, Board of Directors, and Joint Meetings

BoD Meetings Agenda in 2016

Confirmation of the minutes from the previous board meeting and the joint meeting between the board and the board dated 27 July 2016 2. Confirmation of the minutes from the previous board meeting and the minutes of the board meeting inviting the board dated 27 October 2016.

BoD Invited BoC Meetings

BoD invited BoC Meetings Agenda

The term of office as an independent commissioner and committee member effectively expired at the end of the general meeting on 15 April 2016. The term of office as a member of the board of directors ended at the end of the general meeting on 15 April 2016.

Performance Assessment of Board of

Commissioners and Board of Directors and Committees

Performance Assessment of the Board of Commissioners and

Performance Assessment Procedures of Board of Commissioners and BoC

Performance Assessment Criteria of the Board of Commissioners and BoC

Parties that Conduct the Performance Assessment of BoC and BoC Committees

Result of Performance Assessment of Board of Commisioners and BoC Committees in 2016

Board of Commissioners

BoC Committees

Performance Assessment of Directors (including President

Procedures of Performance Assessment of Directors

Parties that Conduct the Director’s Performance Assessment

Procedures of Exco Performance Assessment Implementation

Performance Assessment of Board of Commissioners and Board of Directors and Committees

The design of the remuneration policy is closely related to the bank's capabilities, while being based on market competitiveness, fairness and risk-based assessment in accordance with OJK guidelines and policies. The scope of the bank's remuneration policy has been and will be adapted to POJK No.

Board of Commissioners Remuneration Determination Procedure

Remuneration Policy

Board of Commissioners’

Remuneration Structure

Note: Including remuneration for 2 (two) commissioners who were no longer active at the end of the general meeting on 15 April 2016. All members of the board (including independent commissioners) of CIMB Niaga did not receive any shares or bonuses.

Board of Directors Remuneration Determination Procedure

The BoC considers the proposal of the Appointments and Remuneration Committee and the GMS proposes the payment. The GMS shall determine the remuneration of the Board of Directors by authorizing the BoC to determine the remuneration of the Board of Directors based on the recommendations made by the Nomination and Remuneration Committee, which shall be duly implemented by the Board of Directors.

Indicators for Determining Board of Directors Remuneration

The formulation of the structure, policy and remuneration amount of each director is carried out with regard to the duties, powers and responsibilities of the Executive Board, the prevailing remuneration in the banking sector (peers group), the performance of the bank, the individual performance of each director and the assets of the bank. The Nomination and Remuneration Committee discusses the remuneration of the Board of Directors by taking into account the information on the range of the remuneration market and the standards with comparable sectors (benchmark group), as well as the performance of the Bank, the performance and risks of each Director with the achievement of predefined KPIs, as well as the bank's assets.

Board of Directors Remuneration Structure

Remuneration and Other Facilities Package

Variable Remuneration for the Board of Directors

Employee and Management Share Ownership Programme

Share/share-based instrument issued by the Bank (in number of shares and in nominal of million, conversion value of the shares). In maintaining competitive excellence, the Bank has members on the BoC and BoD who not only have a majority banking background, but also have diverse competencies, backgrounds and experience.

Educational Background of BoC and BoD

The Bank considers this an important element to ensure strong decision-making processes and effective bank management. Has at least 1 (one) commissioner who is a foreign citizen to enrich the BoC's knowledge and experience in the development of the banking sector at home and abroad.

Citizenship of BoC and BoD

BoC and BoD Expertise

Composition of Commissioners

Age of BoC

BoC Gender

Diversity of Board of Commissioners and Board of Directors Policy

Age of BoD

BoD Gender

Audit Committee

Audit Committee Charter

Structure and Membership

Appointed chairman of the audit committee at the general meeting on 15 April 2016 and concurrently serves as chairman of the risk monitoring committee. Napitupulu serves as a Senior Managing Partner in the public accounting firm of Amir Abadi Jusuf, Aryanto, Mawar & Associates (RSM Indonesia), Chairman of the Professional Honorary Committee Indonesian Institute of Certified Public Accountants and Lecturer at the Faculty of Economics, University of Indonesia.

Board of Commissioners Committees

Bachelor in Accounting from the Faculty of Economics of the University of Indonesia in 1986 and MBA in Finance from the Catholic University of Leuven, Belgium in 1990. The development of the profession of public accountant in Indonesia and discussion on the preparation of audit quality indicators and the determination of Fee for audit services for financial statements.

Term of Office

Audit Committee Independence

Duties and Responsibilities

Provide recommendations to the BoC on the appointment, dismissal and performance evaluation of the Chief Auditor.

Audit Committee Meeting and Attendance Level

Meeting with the Public Accountant to discuss the audit plan, audit scope, audit findings, recommendations from the audit results and the management letter submitted. In addition to these meetings, the Audit Committee periodically provided activity reports and recommendations to BoC and BoD.

Plan for 2017

Discuss the possibility of human resource compliance risk, Bank Indonesia fines and follow-up on Bank Indonesia audit findings. The fraud prevention program, such as the anti-fraud campaign, anti-fraud awareness training for the staff, anti-fraud awareness, dissemination of information to the customers, e-learning, P&P for CP certification and Private Banking.

Risk Oversight Committee

Risk Oversight Committee Charter

Appointed as chairman of the Risk Oversight Committee since March 2013 and concurrently serves as chairman of the audit committee. The term of office for members of the risk monitoring committee appointed during an existing board term ends automatically at the relevant board term.

Committee Meeting and Attendance Level

The Risk Oversight Committee provides BC with activity reports and recommendations on a regular basis. The mandate as a member of the Risk Supervision Committee ended at the closing of the AGMS on April 15, 2016.

Table of Attendance at the Risk Oversight Committee Meeting for January – December 2016
Table of Attendance at the Risk Oversight Committee Meeting for January – December 2016

The Nomination and Remuneration Committee

Legal Reference

Nomination and Remuneration Committee Charter

Nomination policy

Prepare and provide recommendations on the appointment and/or replacement system and procedures for Commissioners and Directors and the Sharia Supervisory Board for submission to GMS. Make recommendations on prospective Commissioners and Directors and Sharia Supervisory Board members to the BoC for submission to the GMS.

Remuneration Policy

NRC shall ensure that the remuneration policy takes into account

Evaluate the performance and establish a development program for BoC, BoD and Sharia Supervisory Board;. Conducted discussions and made recommendations for the capacity development program for BoC and BoD.

Nomination and Remuneration Committee Meetings and Attendance

Provided input to improve the appointment process for the board to acquire the best qualified candidates and align with the bank's internal succession plan. ICGC's main tasks are to evaluate the implementation of Integrated Corporate Governance through the assessment of internal control and the implementation of integrated compliance, and made recommendations to the BoC on the nomination and improvement of the IGC Manual.

Director’s Successor

Criteria of Director or Commissioner Nomination

Process of Selecting Directors and Commissioners

The composition, structure and membership requirements, duties and responsibilities, authority, meeting organization and full reporting are fully defined in the NRC Statute, which is uploaded on the Bank's website. The BC then decides whether to submit the nominee to the shareholders for approval at the GMS, and it will also be submitted to the ZJK for a fit and proper test.

Integrated Corporate Governance Committee

Integrated Corporate Governance Committee Charter

Currently he also serves as President Commissioner (Independent) of PT CIMB Principal Asset Management since 2011. Currently he also serves as President Commissioner/Independent Commissioner of PT CIMB Securities Indonesia since 2014 and President Commissioner of PT Kliring Penjaminan Efek Indonesia since 2013.

Independence of Integrated Corporate Governance Committee

The term of office of the IGCG shall not exceed the term of the BoC as stipulated in the statute, and members may be re-elected for another term. The term of office of ICGC members appointed during the existing term of the BoC shall automatically terminate with the term of this BoC.

Activities Report 2016

Risk Management Certification Refresher Program April 11, 2016 in Jakarta National Seminar on Internal Audit April 2016 in Bali 2 Inarno Djajadi Resources for the Finance and Banking National Symposium on.

Committee Meetings and Attendance

He served as a member of ICGC until the AGM 15 April 2016 and then appointed Acting Chairman until 14 September 2016 and then replaced by Jeffrey Kairupan. Discussion of the matters that need to be followed up refers to the previous meetings to identify and update their status.

Executive Committees (“ExCo”)

Risk Management Committee (RMC)

Board of Directors Committees

Advising and approving policy and risk management frameworks, including the tcredit risk management model and the policy stress test. The scorecard model approved for credit card exposure in default, CNAF A score and personal loan B score.

Asset & Liability Committee (ALCO)

To review and ensure that the bank's risk profile is within established MAT/limits for liquidity risk and interest rate risk in the banking book, including review of internal and regulatory stress test results across significant currencies and banking units in CIMB Niaga;. Maintain the bank's liquidity in accordance with balance sheet requirements and ensure liquidity in accordance with internal and external regulations.

Information Technology Steering Committee (ITSC)

Operational Risk Management Committee (ORC)

Reviewed and discussed operational risk events on pension loan activities to ensure risk mitigation measures and process improvements had been implemented. Reviewed the results of legal review on accounts categorized as High Watch List to ensure that sufficient reviews had been conducted to minimize the impact of operational risks.

Credit Policy Committee (CPC)

Revision of commercial loan policy regarding third party collaboration for Notary/Land Deed Officer (PPAT). Revision of commercial policy (non-retail) in relation to High Risk Credit and Special Counter-performance Credit.

Capital Management Committee (CMC)

Identify significant events and transactions carried out by the bank and determine the impact on the bank's capital. The CMC also identified significant events/transactions carried out by the bank and determined the impact on the bank's capital as a form of bank capital management.

Corporate Secretary Profile

Fransiska Oei

Corporate Secretary Term of Office

Corporate Secretary Training

Organisational Structure of the Corporate Secretary

Corporate Secretary Activities in 2016

Corporate Secretary

Disclosure of Information in 2016

Periodic Reports

Ad-hoc Reports

October 5, 2016 Submission of the 2016 Annual Public Exposure Report of PT Bank CIMB Niaga Tbk. October 17, 2016 Preparation for the 16th interest payment of the Permanent Bond Bank I CIMB Niaga Year 2012 Series B.

Internal Audit Charter

The main tasks of the IAU are to ensure that the bank's management process and operations comply with applicable laws and regulations, and to support the bank's interests and vision.

Appointment of Chief Audit Executive

Chief Audit Executive Profile

Restiana Linggadjaya

IAU Human Resource and Professional Certification

Internal Audit Unit (IAU)

Risk Management Certificate, Level I 82 Risk Management Certificate, II. level 32 Certification for risk management, III. level 5. Risk Management Certificate, IV.

IAU Structure and Composition

IAU Roles and Responsibilities

Report results from external audits and a general overview of internal audit results, compliance with SPFAIB and improvement measures to OJK. Implement and report quality assurance and improvement programs (QAIP) covering all aspects of internal audit activity.

Participation in the Internal Audit Professional Association

QAIP also assesses the efficiency and effectiveness of the internal audit activity and identifies opportunities for improvement. Conducting audits of financial service institutions on an individual, collective basis and on the basis of reports from the internal audit units of financial service institutions.

Audit Activity Report 2016

The Internal Audit of QAIP includes the assessment of compliance with the definition of Internal Audit and the Standards, as well as the assessment of the auditor's compliance with the code of ethics. Monitor and evaluate the conduct of the internal audit units in each member of the CIMB Indonesia Financial Conglomerate; coordinate with the internal audit units of CIMB Indonesia Financial Conglomerate members based on functions; and compile IIAU audit results of each CIMB Indonesia Financial Conglomerate member.

2017 Work Plan

Compliance Management

Profile of Compliance Management Head

Liston Siahaan

Compliance Management Organisational Structure

Compliance Principles

Compliance Functions

Compliance Activities in 2016

Compliance Indicators in 2016

Profile of AML and CFT Unit Head

Entin Rostini

Organisational Structure of Anti-Money Laundering And Counter Terrorism Financing (AML and CFT)

  • Approval for the policies and procedures of risk- based AML and CFT according to Bank business
  • Establishment of AML Unit responsible for the implementation of AML-CFT programmes
  • Management Information System Implementation for AML and CFT
  • Mandatory AML and CFT trainings for Employees AML and CFT training is mandatory to be regularly
  • Internal controls to evaluate the adequacy and effectiveness of the AML and CFT programmes

The AML unit consists of employees with sufficient banking knowledge and experience with risk assessment and mitigation in connection with the implementation of AML and CFT. In addition, audits for the AML and CFT programs are carried out regularly by the IAU and by the supervisory authorities (OJK, BI, PPATK and BNM).

Anti-Money Laundering and Counter Terrorism Financing (AML and CFT)

Reporting to relevant regulators on implementation of AML and CFT

The reports to PPATK and ZJK on the implementation of LPP and LFT carried out by the LPP Unit at the head office are in accordance with the regulations in force, including the submission of customer data to the designated authorities. Conducted compliance testing for 119 new products and 71 proposed policies and procedures related to AML and CFT implementation.

Public Accountant/External Auditor

Name of Public Accountant

Name of Public Accountant Firm

Effectiveness and Communication Frequency between Public

Accountant and Directors

External Auditor Monitoring

Financial Statements Audited by Public Accountant and Public

Other Non-Audit Services Provided by the Public Accountant Firm

Audit Fees

Internal Control System

Implementation and Compatibility with COSO - Internal Control

Framework

  • Control Environment
  • Risk Assessment and Risk Management
  • Control Activities
  • Information and Communication
  • Monitoring

CIMB Niaga has established an internal control system as a fundamental component in monitoring the company's management, which serves as a benchmark for sound and controlled banking operations. Directors, Managers and Internal Audit carry out continuous monitoring of the overall effectiveness of internal control implementation.

Internal Control Statements

The monitoring of major risks is prioritized and has become part of the daily activities, including ongoing evaluation. Within the framework of the internal control system, CIMB Niaga adopted the Three Lines of Defense concept, the latest implementation of control strategies in the COSO - Internal Control Framework, which is described in the Risk Management section of this annual report.

Evaluation of Internal Control Effectiveness

In the risk management process, the bank includes all levels within the organization, from the board, senior management and all employees participating in the three lines of defense. The Bank optimizes risk management functions to support and influence business decisions related to pricing, resource allocation and other business decisions.

Risk Identification and Measurement

To perform risk management functions, CIMB Niaga has implemented risk management functions aligned with an Enterprise Wide Risk Management (EWRM) framework. One of the main components of the EWRM framework is robust corporate governance to enhance the four eyes principle mechanism and transparency within all risk management processes.

Types of Risk

Risk is an important component of the business planning process, including decisions about the risk appetite and risk position of new products/activities, all to ensure alignment between corporate strategy, business growth, operational plans, capital requirements and risk. EWRM has ongoing initiatives supported by an adequate risk management infrastructure, including establishing and renewing risk management policies and procedures and maintaining risk levels within acceptable limits and adequate human resources and technology.

Risk Management

Evaluation of Risk Management System Effectiveness

Legal Issues

Civil

Criminal

Subject: This lawsuit is the same lawsuit filed by the Plaintiffs and other former shareholders of KD against the Bank. Insubstantial Rp Status Supreme Court granted the file petition for judicial review of the Bank (Bank won).

Legal Issues/Litigation of Bank and Subsidiaries

Case: The plaintiffs filed a lawsuit alleging that the bank, as a trustee, committed an illegal act when issuing subordinated bonds I BGI. Lawsuit due to non-payment deposits filed by the bank as trustee (297/PDT.G/2015/PN.JKT.SEL).

Material Cases Involving Incumbent Members of The Boards of Directors and Boards of Commissioners

Litigation Involving the Subsidiaries

Material Cases Involving Incumbent Members of CNAF Boards of Directors and Board of Commissioners

Impact of Legal Issues for the Bank and Subsidiaries

Administrative Sanction from the Financial Services Authority

Investor Relations

Social Media

The concept of this initiative is for the bank to undertake the recruitment of 200 employees who are deemed to have the potential to become CIMB Niaga brand ambassadors in the social media world. The bank's social media activities are run 24/7 with a response time of less than 5 minutes since the response was posted, making CIMB Niaga one of the best in the banking industry in terms of social media response time.

Press Release in 2016

In the same year, the Bank also uses social media as a communication channel to convey information, as well as to answer questions regarding the improvement of the Bank's core operational system, which was initialized at the beginning of 2016. The role of social media as the Bank's communication channel is getting better and better, then becoming an effective communication channel to convey the Bank's message or get input from the public.

Information Access and Corporate Data

36 'The Color Run Presented by CIMB Niaga' Organized writing competition for media journalists and bloggers 24 JULY. 40 'The Color Run presented by CIMB Niaga' Thousands of runners illuminate Parkir Timur Senayan Jakarta 7.

Code of Conduct Objectives

The Bank maintains the highest level of integrity as evidenced by having and implementing a standard of conduct guidelines in the Code of Conduct. The Code of Conduct determines employees' responsibilities for achieving a high standard of professionalism and ethics in accordance with the bank's vision, mission and values.

Code of Conduct Contents

The Code of Conduct applies to all levels of the organization, including the BoC, BoD and all employees.

Statement on the Code of Conduct

Code of Conduct Dissemination and Enforcement

Type of Sanction and Number of Breaches of Code of Conduct in 2016

Code of Conduct

Disciplinary and Breach Handling Policy

An example of the bank's commitment to internal control is the implementation of the whistleblower policy. Since 2011, the Bank has established and implemented the whistleblowing system together with the policy, gradually making improvements in both the reporting mechanism and socialization through media coverage.

Reporting Channels

Whistleblower Protection

Whistleblowing Handling

Whistleblowing Management

Whistleblowing Results

Whistleblowing System

Goods and Services Procurement Policy

Activities related to criteria and selection of partners (Vendors)

This policy defines the framework, management and implementation of the Bank's anti-fraud strategy to control fraud by taking into account the characteristics and scope of potential fraudulent activities, and is implemented in the form of the fraud control system. The following table contains data of fraud committed by management, permanent and non-permanent employees related to work processes and operational activities of the Bank with a financial impact of more than Rp100 million.

Transparency of the Bank’s Financial and Non-Financial Conditions

Share Buybacks and Bond Buybacks

Since the end of 2014, CIMB Niaga has been developing its organizational culture. The ABC culture emphasizes the importance of 3 (three) critical behaviors as a way of every individual in the bank, and is believed to support the acceleration of CIMB Niaga's progress towards a stronger company.

Exposure to Related Parties

This was an important step for CIMB Niaga, as the culture must be in sync with the strategy and business model to achieve the company's goals. CIMB Niaga's culture underscores the importance of delivering a better customer experience and improving the effectiveness of collaboration in creating synergies between units through a program called A Better CIMB Niaga (ABC).

Customer Protection Policy

Anti-Corruption Policy

To protect creditors' rights, the bank has implemented an honest and transparent information system and has adopted a policy to ensure equal treatment without discrimination for all creditors. To ensure that creditors' rights are properly exercised, these rights are set out in the agreements entered into by both parties.

Dividend Policy

With the disclosure of information, all creditors and business partners have the right to obtain relevant information in accordance with their needs, so that all parties can make objective decisions based on fair, reasonable and accurate considerations. As part of the execution of creditors' rights, the Bank undertakes to perform its obligations as agreed in a timely manner and to endeavor to avoid delays and omissions that could potentially be detrimental to both parties.

Funds for Social and Political ActivitiesConflict Management Policy

The assessment policy for the BoC and BoC-level committees is set out in the Nomination and Remuneration Committee's charter. Policies regarding the right of BoC members to resign are set out in § 17.6 of the Articles of Association and in the BoC's Charter.

OJK - Corporate Governance Guideline for Public Companies

The performance of the Executive Board is assessed using the Balanced Scorecard approach which is converted into KPIs, as stated in the Report of the Executive Board section of this annual report. The company has a whistleblowing policy as described in the Whistleblowing section of this annual report.

The Rights of Shareholders

Equal Treatment to the Shareholders

Stakeholders

Disclosure and Transparency

Responsibility of the Board

Other Compliance to ASEAN Corporate Governance Scorecard

In accordance with §§ 16 and 19 of the articles of association, the board of directors and the board of directors hold meetings separately. Pursuant to the board's charter, section VIII.1.1., the board of commissioners shall hold 1 (one) meeting per month and 1 (one) meeting every 3 (three) months, where the board invites the board to attend.

Integrated Corporate Governance Report

ICG Programme in 2016

ICG Realisation in 2016

ICG Self-Assessment Report

ICG Self-Assessment Method

ICG Self-Assessment Results

Structure of Financial Conglomeration

Shareholder Structure

Structure of Management

Following the direction and advice of the ME Board of Commissioners to improve the ICG Charter and its implementation;. Appoint a unit in the organizational structure of the ME to be responsible for coordinating the implementation of the ICG of the Indonesian Financial Conglomerate CIMB.

Financial Services Institution Member: PT CIMB Securities Indonesia

Ensure the audit findings and recommendations of the Integrated Internal Audit Unit, External Audit, and/.

Financial Services Institution Member: PT CIMB Principal Asset Management

Financial Services Institution Member: PT CIMB Niaga Auto Finance

Integrated Corporate Governance Committee (ICGC)

Integrated Compliance Unit

Prepare the Integrated Compliance Duties and Responsibilities Implementation Report to the Director of Compliance of the ME. Coordination of the implementation of the integrated compliance function by the Compliance Unit of the ME to the Compliance Unit of members of the CIMB Indonesia Financial Conglomeration.

Integrated Internal Audit Unit

Monitor or evaluate the implementation of Integrated Compliance of each member of the CIMB Indonesia Financial Conglomerate;. Each Compliance Unit in CIMB Indonesia Financial Conglomerate regularly prepared and submitted the Compliance Report to the Integrated Compliance Unit;.

Organisational Structure of Integrated Internal Audit

Integrated Risk Management

Integrated Risk Management Unit coordinated semi-annual delivery of Integrated Risk Profile Reports from each FI to regulators. Reports are provided to the IRMC through the IRMC Secretary as specified in the Integrated Risk Management Procedures.

Intra-group Transactions Policy

Conducting review of risk management policies and procedures that serves as a guide and reference in the implementation of integrated risk management. Prepare and periodically submit integrated risk profile report to IRMC and Risk Management Committee in ME, for further submission to regulators.

Sharia Business Unit Corporate Governance Report

Implementation Of Sharia Corporate Governance Policy

Self-assessment of Sharia GCG

Sharia Supervisory Board

Duties and Responsibilities of the SSB

SSB Work Programme in 2016

SSB Work Programme Realisation in 2016

Contributed to the 2016 Shariah GC Self-Assessment in accordance with the prevailing regulations by the authorities. Actively contributed to the membership of the ICG Committee in accordance with the prevailing provisions from the authorities.

Concurrent Positions of SSB Members

Discussed and formulated the ICG committee together with the SSB of member companies in the CIMB Niaga Financial Conglomeration.

SSB Meetings Frequency and Attendance

SSB Regular Meeting Attendance Report

Regular Meetings Results

Non-Regular Meetings Results

Sharia Supervisory Board Remuneration

Sharia Banking Director

Profile of the Sharia Banking Director

Transparency of Financial and Non- Financial Statements

Number of Internal Fraud Cases and Settlement Efforts

Legal Issues (Civil and Criminal) and Settlement Efforts

Non-halal income and the Usage

Disbursement of Funds for Social Activities

Program DAQU PREUNER bekerjasama dengan PPPA Daarul Qur'an berlokasi di Jailolo, Halmahera Barat. Program PEMAIN DOMBA bekerja sama dengan Pos Keadilan Peduli Umat (PKPU) untuk masyarakat lokal di Bogor.

Statement on Implementation of

The management and employees of the Company declare that the Company has implemented good corporate governance principles in the execution of its business activities and there are no material violations of the prevailing laws and regulations.

Good Corporate Governance Principles

Gambar

Table of Attendance at the Audit Committee Meeting for January - December 2016
Table of Attendance at the Risk Oversight Committee Meeting for January – December 2016

Referensi

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