Corporate Governance
Report Others
Corporate Data Supporting
Business Review Consolidated
Financial Report Corporate Social
Responsibility
475 Annual Report 2018 PT Bank CIMB Niaga Tbk
Board of Commissioners and Board of Directors Composition Diversity
Policy and its Implementation
The Board of Commissioners and Board of Directors composition diversity is stipulated in the Attachment to the Financial Services Authority Circular Letter Number 32/SEOJK.04/2015 concerning Guidelines for Corporate Governance in Public Companies, and has been included in the Bank’s Articles of Association.
The appointment of the Board of Commissioners and Board of Directors is carried out by considering their banking industry experience and understanding, integrity and the dedication of each individual.
When the composition diversity for members of the Board of Commissioners and Board of Directors is appropriate and in accordance with the Bank’s needs, it will support the effectiveness of the Board of Commissioners and Board of Directors duties and responsibilities implementation. Furthermore, it will support the achievement of the Bank’s vision and mission to grow and develop. The Bank has established a policy regarding the Board of Commissioners and Board of Directors composition diversity that includes:
COMPOSITION DIVERSITY FOR MEMBERS OF THE BOARD OF COMMISSIONERS
The diversity factors in the composition of the members of the Board of Commissioners, among others, consists of:
1. Expertise/Experience, has at least:
a. 1 (one) member who has expertise/work experience in the fields of economy/business/
finance, and/or
b. 1 (one) member who has expertise/work experience in the banking industry, and
c. 1 (one) member who has expertise/work experience in the field of risk management.
2. Citizenship
The majority (more than 50% (fifty percent)) of the members of the Board of Commissioners shall be Indonesian citizens
3. Gender
Pays attention to gender diversity of the Board of Commissioners members
4. Age
Members of the Board of Commissioners shall have diversity in ages.
5. Independence
a. Minimum 50% (fifty percent) of the members of the Board of Commissioners shall be Independent Commissioners.
b. The term of office of an Independent Commissioner is a maximum of 9 (nine) years and can be reappointed with due regard to applicable regulations.
COMPOSITION DIVERSITY FOR MEMBERS OF THE BOARD OF DIRECTORS
The composition diversity factors for the members of the Board of Directors, includes:
1. Expertise/Experience, has at least:
a. 1 (one) member who has expertise/work experience in the banking industry or expertise/
work experience in the field of economy/business, b. 1 (one) member who has expertise/work
experience in the field of risk management, c. 1 (one) member who has expertise/work
experience in the field of finance/accounting.
2. Citizenship
The majority (more than 50% (fifty percent)) of the members of the Board of Directors shall be Indonesian citizens
3. Gender
Pays attention to gender diversity of the Board of Commissioners Directors, with a minimum 1 (one) female or male member.
4. Age
Members of the Board of Commissioners shall have diversity in ages.
Management Discussion and Analysis
Management Reports
Performance Highlights Company Profile Risk Management
476 Annual Report 2018 PT Bank CIMB Niaga Tbk 5. Independency
a. The President Director should be independent from the Bank’s ultimate shareholders.
b. Have and/or appoint at least 1 (one) Independent Director.
Aspects of Diversity of Members of the Board of Commissioners
Citizenship Consists of:
1. 4 (four) members of the Board of Commissioners are Indonesian citizens.
2. 2 (two) members of the Board of Commissioners are Malaysian citizens.
3. 1 (one) member of the Board of Commissioners are United States citizen.
Education The education level of the members of the Board of Commissioners covers the Bachelor and Post- graduate levels with various fields of education such as economics, management, and political science & psychology.
Work experience Various work experience, including:
Minister/Head of Bappenas, Chairperson of the Investment Panel Risk Committee, ASEAN Regional Strategy Group and ASEAN Regional Business Council, Advisory Board of the International Blavatnik School of Government, University of Oxford, Expert Staff of the Bank Indonesia Board of Governors and other important positions at Bank Indonesia, Board of Commissioners and/or Directors of national and multinational financial and non-financial institutions. Leading college lecturers and deans both at home and abroad and the Chief Risk Officer of a multinational bank.
Independency All members of the Board of Commissioners have no affiliation with fellow members of the Board of Commissioners, Directors, and Ultimate Shareholders of the Bank. There are 4 (four) Independent Commissioners.
Age The age diversity of members of the Board of Commissioners is in a fairly productive and mature ages, namely 45 years old - 71 years old.
Gender There are 1 (one) female member of the Board of Commissioners.
Aspects of Diversity of Members of the Board of Directors
Citizenship Consists of:
1. 10 (ten) members of the Board of Directors who are Indonesian citizens.
2. 1 (one) member of the Board of Directors who is Malaysian citizen.
Education The level of education includes Bachelor and Post-graduate levels with various fields of education such as economics, finance, law, Bachelor of Commerce, business, computer science, accounting, and others.
Work experience Various work experience, including:
1. Member of the Board of Directors of national and multinational financial and non-financial institutions.
2. Various important positions in national banks and foreign banks, such as Head of Strategic Business Development, Senior Country Operations Officers, Head of Corporate Banking, Head of Operations Risk, Head of Trading & Structuring, Head of Treasury, Head of Network, Chief of Shariah Banking, and others.
3. Independent Commissioner of the insurance company.
4. Founder and Senior Partner Law Firm.
5. Auditor.
All members of the Board of Directors have work experience in the banking sector.
Independency All members of the Board of Directors have no affiliation with fellow members of the Board of Directors, Board of Commissioners and Ultimate Shareholders of the Bank.
Age The age diversity of members of the Board of Directors is in a fairly productive and mature ages, which is 47 years old - 61 years old.
Gender There are 6 (six) female Directors, out of a total of 11 (eleven) members of the Board of Directors.
COMPOSITION DIVERSITY POLICY FOR THE BOARD OF COMMISSIONERS AND THE BOARD OF DIRECTORS ACHIEVEMENT
The current composition of the Board of Commissioners and the Board of Directors has fulfilled the diversity aspects mentioned above and is aligned with the Bank’s strategy, Vision and Mission.
Diversity Policy on Composition of The Board of Commissioners and
The Board of Directors and Its Implementation
Corporate Governance
Report Others
Corporate Data Supporting
Business Review Consolidated
Financial Report Corporate Social
Responsibility
477 Annual Report 2018 PT Bank CIMB Niaga Tbk Gender of Board of Commissioners
(%)
85.7 14.3
Female Male
Age of Board of Directors
(%)
55 45
56 - 65 Years 45 - 55 Years
Age of Board of Commissioners
(%)
12.5 25
50
66 - 75 Years 45 - 55 Years 56 - 65 Years
Gender of Board of Directors
(%)
45 55
Female Male
Management Discussion and Analysis
Management Reports
Performance Highlights Company Profile Risk Management
478 Annual Report 2018 PT Bank CIMB Niaga Tbk Independency of Board of Commissioners
(%)
43 57
Independent Commissioner Non-Independent Commissioner Indonesia Malaysia USA
Citizenship of Board of Commissioners and Board of Directors
(person)
Education of Board of Commisioners and Board of Directors
(person) 14
Undergraduate 5
3
Graduate 12
1
Postgraduate 1
Expertise of Board of Commissioners &
Board of Directors
(person)
1
7 1
2 1
1 1
1 3
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