Each member of the Board and subordinates has clear duties and responsibilities which are in line with CIMB Niaga's vision, mission and core values. CIMB Niaga conducts periodic performance reviews of the Board of Commissioners, Sub-Board Committees and the Board. Publication of profiles of candidates for members of the board of commissioners and the board of directors.
Development of the bank's GCG practices in accordance with the latest OJK regulations and the manifestation of GCG in the corporate culture "A Better CIMB Niaga/ABC". CIMB Niaga gave people with disabilities opportunities to work as employees in the bank.
Executive Committees
Corporate governance is realized through the interaction of all the Bank's bodies in CIMB Niaga's governance structure, with the main body consisting of the General Meeting of Shareholders (GMS), the Board of Commissioners and the Board of Directors, where GMS holds. the highest position. To maximize the functions of the main bodies in CIMB Niaga's governance structure, implementation is assisted by supporting bodies, consisting of Committees at the level of the Board of Commissioners, the Corporate Secretary, Committees at the level of the Board of Directors and Internal Audit. Committees at the level of the Board of Commissioners are established to assist and improve the oversight function of the Board of Commissioners.
The Board of Directors and the management of the Bank are responsible for the management and control of management at CIMB Niaga, assisted by the Corporate Secretary, Committees at Board of Directors level and Internal Audit. The following are Committees at the Board of Directors level, consisting of Executive Committees and Special Committees:.
Special Committees
4 (four) out of 8 (eight) persons or 50% (fifty percent) of the members of the Board of Commissioners are independent commissioners. 4 (four) out of 8 (eight) persons or 50% (fifty percent) of the members of the Board of Commissioners are Indonesian citizens. All CIMB Niaga board members are domiciled in Jakarta, Indonesia.
The involved member of the Board of Directors who has a conflict of interest with the Bank. Gender There are 6 (six) female members of the Board of Directors, out of a total of 11 (eleven) members of the Board of Directors.
Remuneration Package and Other Facilities Received
The Nomination and Remuneration Committee makes recommendations on remuneration, which are discussed at a meeting of the Board of Commissioners. The Board of Commissioners analyzes the recommendation of the Appointments and Remuneration Committee and the GSD proposes remuneration for the Board of Commissioners. The GSD determines the remuneration of the board of directors, which is then duly implemented by the board of directors.
The remuneration structure of the Supervisory Board consists of honorarium, meeting allowance, transport allowance, holiday pay and year-end bonus, as well as other provisions such as health and communication allowances and club membership. Based on the 2017 AGMS decision, detailed information regarding the remuneration and facilities policy for CIMB Niaga Supervisory Board members is as follows:.
Variable Remuneration for the Board of Commissioners
The determination of the Board's remuneration is based on the Bank's performance covering the Bank's financial performance, level of health and risk management practices in accordance with regulatory requirements. Further details on the performance indicators are set out in the performance assessment of the Board of Commissioners and Board of Directors in this annual report. The Board's remuneration structure consists of salary, bonus, transport allowance, housing allowance, holiday allowance and year-end allowance as well as other facilities such as health and communication facilities, and club membership.
Variable Remuneration for the Board of Directors
The formulation of the structure, policy and level of remuneration of each Sharia Supervisory Board is carried out with due regard for the duties, powers, performance and responsibilities of the Sharia Supervisory Board, the prevailing remuneration in the banking industry (peer groups), the Financial Opportunities. The Nomination and Remuneration Committee discusses the remuneration of the Sharia Supervisory Board by taking into account the information of the remuneration market reach and standards with comparable sectors (benchmark groups) and the financial strength of the Bank. Subsequently, the Nomination and Remuneration Committee makes a recommendation for further discussion in a meeting of the Supervisory Board.
The board of commissioners studies the recommendation from the nomination and remuneration committee and proposes the remuneration to the general meeting. The GMS sets the remuneration for the Sharia Supervisory Board, which must then be implemented by the Board. The Sharia Supervisory Board's remuneration structure consists of fee, meeting allowance, holiday and year-end.
Variable Remuneration for the Sharia Supervisory Board
COMMISSION MEETINGS AND JOINT MEETINGS OF THE BOARD WITH THE BOARD (“MEETING”). Members of the Board of Commissioners must attend at least 75% (seventy-five percent) of the meetings per year with physical attendance required at least 6 (six) times per year. Report from the committees under the Board of Commissioners: the audit committee, the risk monitoring committee and the nomination and remuneration committee.
Agenda for joint meetings of the Board of Commissioners inviting the Board of Directors in 2017. Meetings of the Board of Directors shall be held at least once a month or whenever deemed necessary. Meetings of the board of directors with the board of commissioners must be held at least once every 3 (three) months or whenever necessary.
Members of the board must physically attend at least 75% (seventy-five percent) of the meetings per year. Participation in the 5 joint meetings of the Board, which the Board of Commissioners invites. The agenda for the joint board meetings that invite the board of commissioners in 2017.
To review and advise the Board of Commissioners regarding any potential conflicts of interest of the Bank. To provide recommendations to the Board of Commissioners for the appointment, dismissal and performance evaluation of the Chief Audit Executive. The Audit Committee reported their activities and recommendations to the Board of Commissioners on a regular basis.
Napitupulu Member (Independent Party)
Variable Remuneration for the Members of the Nomination and Remuneration Committee
The Risk Review 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. Membership and composition, as well as the independence of members of the Risk Review Committee comply with the prevailing regulators' provisions. Members of the Risk Review Committee were appointed based on the Recommendation of the Nomination and Remuneration Committee No.
Appointed as chairman of the Risk Oversight Committee since March 2013 and concurrently as chairman of the audit committee. Appointed as a member of the Risk Oversight Committee since March 2013 and reappointed at the general meeting on 15 April 2016. Appointed as a member of the Risk Oversight Committee since November 2014 and reappointed at the general meeting on 15 April 2016.
Monitor and evaluate the implementation of the duties of the Risk Management Committee and the Risk Management Unit. Provide recommendations to the Board of Commissioners of the Lead Entity on improvements to the Integrated Management Charter. Improve the role of the committees in implementing the best risk management strategy.
The quorum of the meeting is a minimum of 50% (fifty percent) of the Committee members and 1 (one) Director. The decision-making quorum is approved by more than 2/3 (two thirds) of the Board of Directors members present at the meeting. The decision-making quorum is approval by more than 50% (fifty percent) of the members of the Committee present at the meeting, including a minimum of 50% (fifty percent) of the Board of Directors members.
Commercial (Conventional & Sharia)
Consumer
Head of Wholesale Bank Credit/Head of ALM Risk Group/Integrated Risk Manager and BASEL CPA. Establishing, achieving and maintaining sound and optimal capital objectives, as well as efficient capital structure for the Bank. Allocate capital efficiently between operating units and business units, consistent with the Bank's long-term business strategy and associated returns.
Assess and select the most appropriate recovery action and communication channels based on the events that caused the recovery conditions. Establish and determine capital management policies, strategies and procedures appropriate to the bank's size, characteristics,. Ensure that the bank's strategic plan includes capital management strategies that reflect capital needs, forecast capital expenditure, capital targets to be achieved and expected capital resources.
Review and approve the Internal Capital Target (ICT) ratio, including the Trigger Ratio, the minimum level of capital that triggers necessary follow-up action. Review and approve the target dividend payout ratio to ensure and balance capital adequacy and efficiency of the capital structure.
Business-as-Usual Conditions (“BAU”)
Provide guidance, review and approval of RP prior to submission to regulatory authorities and parent company. Perform a dry run on an annual basis to ensure that control and communication structures can perform during the recovery phase.
During activation of RP
- Control Environment
- Risk Assessment and Risk Management
- Control Activities
- Information and Communication
- Monitoring
In addition to supporting the implementation of the anti-corruption policy, CIMB Niaga also has the. The number of members of the Supervisory Board of CIMB Niaga is in accordance with the provisions and has taken into account the needs, condition and capabilities of the bank. Independent directors/supervisory directors make up at least 50% of the board of directors/supervisory directors.
Submit recommendations of the TKT Committee to the Board of Directors of the Head Entity on the implementation of TKT by members of the CIMB Indonesia Financial Conglomerate;. Prepare the TKT Charter to be approved by the Board of Commissioners of the Lead Entity;. Provide recommendations to the Board of Commissioners of the Lead Entity for the improvement of TKT guidelines.
Evaluate the board's accountability for implementing risk management policies related to meeting Shariah principles; and 6.
