Report on the execution of tasks and evaluation of the executive committee at the board of directors. Introducing the corporate culture to new board and/or board members.
Awards received by BCA in the Implementation of GCG Principles include
Indonesia (Rank 1)
ASEAN ASSET CLASS 2021
The 13 th IICD Best Overall Big Caps”
Purpose of Implementing Good Corporate Governance
Basis for the Implementation of Good Corporate Governance at BCA
OJK Circular No.14/SEOJK.03/2015 on the implementation of Integrated Risk Management for Financial Conglomerates. Indonesian General Guidelines for Corporate Governance (PUGKI) issued by the National Governance Policy Committee (KNKG).
The Implementation of Good Corporate Governance Principles
Independence • BCA acts professionally, is not subject to pressure or intervention from any party and is objective in all decision-making.
BCA’s Corporate Governance Implementation Roadmap
Fairness • Based on the principle of equality and fairness, BCA always takes care of the interests of all stakeholders equally.
Improvements to Governance Quality implemented by BCA throughout 2022
Preparation
Improvement
Corporate Governance Structure and Mechanism
- Corporate Governance Structure
- Corporate Governance Process
- Existing internal policies related to Good Corporate Governance
- Insider Trading Policy
- Dividend Policy
- Conflict of Interest Policy
- Policies for Handling Emergencies
- Information Technology Governance Policy Along with the rapid development and use
- Procurement Policy
- Communication Policy
- Affiliate Transaction and Conflict of Interest Transaction Policy
- Loan Policy for the Board of Directors and the Board of Commissioners
- Orientation Policy for New Members of the Board of Directors and Board of Commissioners
- Fulfillment of Good Corporate Governance Principles
- Internalization
- Corporate Governance Outcomes
- Internal Assessment
The main points of the conflict of interest policy are available for download on the BCA website in the Management Policy section (https://www.bca.co.id/en/tentang-bca/tata-kelola/acgs/kebijakan- gcg) ). The main points of the procurement policy are available for download on the BCA website in the Management Policy section (https://www. bca.co.id/en/tentang-bca/tata-kelola/acgs/ . keelola- gcg) .
BCA conducts an internal assessment of the implementation of good corporate governance every semester using the working paper self-assessment method, referring to the OJK Regulation no. 55/POJK.03/2016 and OJK Circular no. 13/SEOJK.03/2017 regarding the management of commercial banks.
External Assessment
The ASEAN Corporate Governance Scorecard (ACGS) is one of the initiatives of the ASEAN Capital Market Forum (ACMF) supported by the Asian Development Bank (ADB), to improve corporate governance practices in ASEAN. BCA is committed to implementing aspects of the ACGS assessment to improve good corporate governance practice.
Assessment of BCA Subsidiaries
BCA conducts a self-assessment of ACGS indicators to facilitate evaluators in assessing and measuring their implementation.
GENERAL MEETING OF SHAREHOLDERS
- Shareholders’ Rights
- Annual GMS Financial Year 2021
- AGMS
- Procedures for Organizing AGMS
- Attendance of Management, Committees, and Shareholders
- Chairperson of AGMS
- Rules of Conduct of GMS and Procedure for Vote Count
Participate in the general meeting through video conferencing, which enabled him to see and listen to each other during the meeting. Participate in the general meeting through video conferencing, which enabled them to see and listen to each other during the meeting.
7. 2022 AGMS Decision and its Realizations
LIANAWATY SUWONO as Company Director in charge of the compliance function has been taken by the Financial Services Authority, Mr. Appointment of registered PAF (including registered PA practicing through such registered PAF) to audit/.
8. 2021 AGMS Decision and its Realizations
To grant power and authority to the Board of Directors of the Company to determine the effective date for the appointment of Mr. JOHN KOSASIH as Director of the Company, after the Company has obtained approval from the Financial Services Authority for the appointment of Mr. .
9. 2021 EGMS Decision and its Realizations
Realization of Dividend Payment
BCA published the announcement and procedure for payment of cash dividend 2021 on March 21, 2022 in the daily newspaper namely Bisnis Indonesia and The Jakarta Post. The announcement and procedure for the payment of the 2021 interim dividend was published on 23 November 2022 in the daily newspaper, namely Bisnis Indonesia and The Jakarta Post.
Statements Regarding Unrealized GMS Resolutions
All shareholders are treated equally and dividends are paid no later than 30 (thirty) days after the announcement of an interim dividend and/or GMS approves the distribution of the final dividend. The historical amount for dividend distribution can be seen on pages 20-21 of this annual report.
INFORMATION ON ULTIMATE/CONTROLLING SHAREHOLDER
The information scheme/diagram regarding the BCA’s Ultimate/Controlling shareholder
BOARD OF COMMISSIONERS
- The Board of Commissioners’ Charter
- Duties and Responsibilities of the Board of Commissioners
- Authorities of the Board of Commissioners In carrying out its duties and responsibilities, the BCA
- Criteria for the Members of the Board of Commissioners
- Nomination for Members of the Board of Commissioners
- Number and Composition of the Members of the Board of Commissioners
- Term of Office of the Board of Commissioners In accordance with BCA’s Articles of Association,
- Orientation Program for New Board of Commissioners Members
- Training Programs In Order to Enhance the Board of Commissioners Competence
- The Board of Commissioners Share Ownership Amounted 5% or More of the Paid-Up Capital
- Concurrent Position of the Board of Commissioners Members
- Report on the Implementation of Duties and Evaluation of Committees under the Board of
- Criteria
- Process
- Result
- Report on the implementation of the duties of the Board of Commissioners Members
- Performance Assessment of the Corporate Governance Outcomes
BCA may use third party services to search for candidates for the Board of Commissioners. The number of BCA Independent Commissioners is 3 (three) people or 60% (sixty percent) of the total members of the Board of Commissioners of BCA.
INDEPENDENT COMMISSIONER
Independent Commissioner Criteria
Terms of Office of Independent Commissioners The Independent Commissioner’s term of
Statement of Independence of Independent Commissioners
BOARD OF DIRECTORS
- Guideline and Code of Conduct of the Board of Directors (Board of Directors Charter)
- Duties and Responsibilities of the Board of Directors
- Authority of the Board of Directors
- Criteria for Members of the Board of Directors Members of the Board of Directors of BCA are
- Nomination for Members of the Board of Directors
- Number and Composition of members of the Board of Directors
- Terms of Office of the Board of Directors Terms of office for BCA Board of Directors will
- Division of Duties and Responsibilities of the Board of Directors
The Board of Directors must obtain prior approval from the GMS, where the company's (shareholders) participate and/. The decision of the Board of Commissioners is expressed in the form of a Decree of the Board of Commissioners.
Substitute
The BCA statute stipulates that members of the board whose term has expired may be re-appointed. September 9, 2022 regarding the organizational structure of corporate communication and social responsibility, Board of Directors Decree no.
Substitute I
- Orientation Program for New Members of the Board of Directors
- Training Programs to Improve the Competence of Members of the Board of Directors BCA has a Board of Directors training program policy stated in the Board of Directors Charter
- Share Ownership of the Board of Directors that Amount 5% or More of Paid-Up Capital
- Concurrent Positions of Members of the Board of Directors
- Report on the Implementation of Duties and Evaluation of the Executive Committee under
- Asset and Liability Committee
- Realization of ALCO Work Program 2022 Throughout 2022, ALCO has realized the
- Risk Management Committee
- Integrated Risk Management Committee The Integrated Risk Management Committee
- Credit Policy Committee
- Credit Committee
- Information Technology Steering Committee ITSC was established to ensure the
- Personnel Case Advisory Committee
- Report on the Implementation of the Board of Director’ Duties
- Performance Evaluation of Members of the Board of Directors
The Board of Directors claims that all Executive Committees of the Board throughout 2022. The Credit Committee (BK) was established to assist the Board of Directors with the evaluation and/.
MEETINGS OF THE BOARD OF COMMISSIONERS, THE BOARD OF
Meeting of the Board of Commissioners Legal Basis
The minutes of the Board of Commissioners meeting must include the results of the meeting, which must be signed by all members of the Board of Commissioners present. If a dissenting opinion is expressed, this must be clearly stated in the minutes of the Board of Commissioners' meeting, together with the reasons for the disapproval.
Glossary of Board of Commissioners and Board of Directors Meetings Board of Commissioners
A member of the Board of Commissioners can only be represented by another member of the Board of Commissioners on the basis of a special power of attorney drawn up specifically for the purpose of the meeting.
Implementation
Frequency of Attendance, Schedule and Meeting Agenda of the Board of Commissioners
14 May Presentation of the Credit Risk Analysis Group and the Corporate Banking, Transaction and Finance Group on corporate credit. Presentation of the Credit Risk Analysis Group and the Corporate Banking, Transaction and Finance Group related to corporate credit.
Board of Commissioners Meeting Schedule in 2023
Meeting of the Board of Directors Legal Basis
2022 • Presentation by the Human Capital Management Division regarding the review of HCM strategy options related to digital transformation.
Meeting Policy
Throughout 2022, the board has held 54 (fifty-four) board meetings, which were held in person and via teleconference. BCA has complied with the OJK regulation's provision on the minimum frequency of board meetings.
Frequency of Attendance, Schedule, and Agenda of Board of Directors Meetings
Presentation of the Commercial Business and SME Division regarding the comprehensive financing report of the Bank's business plan.
Board of Directors Meeting Schedule in 2023 BCA has scheduled the following Board of Directors
Joint Meeting of the Board of Commissioners and the Board of Directors
Legal basis
Throughout 2022, the Board of Directors and the Board of Directors organized 5 (five) joint meetings, which took place in person and via teleconference. Frequency of board attendance at joint board and board meetings in 2022.
Joint Meetings Schedule of the Board of Commissioners and the Board of Directors in 2023
Attendance of the Board of Commissioners and Directors at the GMS in 2022
AFFILIATED RELATIONSHIPS
Affiliated Relationships Involving the Members of the Board of Commissioners
Affiliated Relationships Involving the Members of the Board of Directors
DIVERSITY IN THE COMPOSITION OF THE MEMBERS OF THE BOARD OF
Diversity Policy
Diversity in the Composition of the Members of the Board of Commissioners
Diversity in the Composition of the Members of the Board of Directors
PERFORMANCE ASSESSMENT OF THE BOARD OF COMMISSIONERS AND THE
Performance Assessment Procedure of the Board of Commissioners
In 2022, the Board of Commissioners performed its tasks and functions with the title "Very well", thereby ensuring that the bank's operations meet the expectations of shareholders and all stakeholders. The results of the collegial evaluation of the work of the Choir are "Very good", and the average result of the evaluation of the work of individual members of the Choir is "Very good".
Performance Assessment Procedure of the Board of Directors
In 2022, the board performed its tasks and functions with the title "Very good", ensuring that the bank's results meet the expectations of shareholders and all stakeholders. Very good", and the average performance assessment result for the individual board members is "Very good".
Performance Assessment Procedure of the President Director
REMUNERATION POLICY
Background and Objective
Remuneration Committee
Remuneration Policy Coverage and Implementation
Review of the Remuneration Policy
Independence of the Remuneration Policy Implementation
Parties who Become Material Risk Takers (MRT) BCA determines that the parties who become MRT meet
Risk and Performance-Related Remuneration Risk-related remuneration
- Deferred Payment (Malus) or Withdrawal (Clawback)
- Period of Deferral
- Procedures for Determining Remuneration for the Board of Commissioners and the Board of Directors The remuneration for the Board of Commissioners and the Board of Directors of BCA is determined based on
- Remuneration Proposal and Determination Scheme
- Remuneration for the Board of Commissioners Board of Commissioners Remuneration Structure
- Remuneration for the Board of Directors The Board of Directors Remuneration Structure
- Variable Remuneration
- Application of BCA’s Remuneration for the MRT (for all members of the Board of Commissioners and Board of Directors)
- Variable Remuneration *)
- Paid Salary and Severance Ratio Data Highest and Lowest Salary Ratio, which Include
GMS determines the remuneration for members of the board of directors and the board of directors. Remuneration to the Board of Commissioners' remuneration structure The Board's remuneration structure.
BOARD OF COMMISSIONERS COMMITTEES
AUDIT COMMITTEE
- Legal Basis
- Audit Committee Charter
- Structure and Membership of Audit Committee
- Profile and Qualifications of Audit Committee Members
- Education or Training
- Term of Office
- Requirements for Audit Committee’s Member
- Independence of Audit Committee Members
- Duties and Responsibilities of Audit Committee
- Authorities of Audit Committee
- Policies and Implementation of Audit Committee Meetings
- Realization of the Work Program and Implementation of Audit Committee
At the request of the board of commissioners, he performs other tasks that are important for the operation of the audit committee. All decisions of the audit committee meeting are binding for all members of the audit committee.
RISK OVERSIGHT COMMITTEE
- ROC Charter
- ROC Member Profiles and Qualifications Cyrillus Harinowo
- ROC Membership Requirements
- Independence of ROC Members
- Duties and Responsibilities of ROC ROC has the following duties and responsibilities
- Authorities of ROC
- Policies and Implementation of ROC Meetings
- Realization of Work Program and Implementation of Activities of ROC in
Has no family ties with the Supervisory Board, Directors and/or other ROC members. Assisting the Supervisory Board in monitoring and evaluating the implementation of the Recovery Plan.
REMUNERATION AND NOMINATION COMMITTEE
- RNC Charter
- RNC Structure and Membership
- RNC Member Profiles and Qualifications Raden Pardede
Monitored the developments, impacts and mitigation of risks generally related to the COVID-19 pandemic and the global economic recession. Changes in the strategic risk profile due to changes in business patterns and economic activity due to the impact of the pandemic and its mitigation and the issuance of several new regulations related to banking and payment systems are among the things to consider. to be more precise.
E. Setijoso
- RNC Membership Requirements
- Independence of RNC Members
- Duties and Responsibilities of RNC
- Authorities of RNC
- Policies and Implementation of RNC Meetings
- RNC Remuneration
- Realization of the Work Program and Implementation of RNC Activities in 2022
- Policy Regarding the Succession of the Board of Directors
- INTEGRATED GOVERNANCE COMMITTEE Integrated Governance Committee (IGC) was formed
- IGC Charter
- Structure and Membership of IGC
- Profile and Qualifications of IGC Members Cyrillus Harinowo
- IGC Membership Requirements
- Independence of IGC Members
- Duties and Responsibilities of IGC
- Authorities of IGC
- Policies and Implementation of IGC Meetings
- Realization of the Work Program and Implementation of IGC Activities in 2022
Prepare recommendations on nominations for members of the Board of Commissioners and Board of Directors for 2021-2026. Members of the IGC who are independent parties are appointed by the Lead Entity's Board of Commissioners.
EXECUTIVE COMMITTEES OF THE BOARD OF DIRECTORS
ASSET AND LIABILITY COMMITTEE
Guidelines of ALCO
- Structure, Membership of ALCO, and Voting Rights Status
- Main Functions, Authorities, Duties and Responsibilities of ALCO
- Meeting of ALCO
- Decision Making
- Frequency of ALCO Meetings in 2022
- Accountability Reporting
- Realization of Work Program in 2022
- Work Plan of ALCO in 2023
- RISK MANAGEMENT COMMITTEE
Create and evaluate policies and strategies related to market risks, such as interest rate risk and foreign exchange risk. Decision-making regarding the exercise of ALCO's authority shall be made only through legitimate decisions of ALCO meetings.
RMC Guidelines
- Structure, Membership of RMC, and Voting Rights Status
- Main Functions, Authorities, Duties and Responsibilities of RMC
- Meeting of RMC
- Frequency of RMC Meetings in 2022
- Realization of Work Program in 2022 The realization of the RMC work program in
- Work Plan of RMC in 2023
- INTEGRATED RISK MANAGEMENT COMMITTEE The Integrated Risk Management Committee (IRMC)
- Structure, Membership of IRMC, and Voting Rights Status
- Main Functions, Authorities, Duties and Responsibilities of IRMC
- Meeting of IRMC
- Frequency of IRMC Meetings in 2022
- Realization of the Work Program in 2022
- Work Plan of IRMC in 2023
- CREDIT POLICY COMMITTEE
Position on the Committee Served By Voting Status. as member) Director in charge of the integrated risk management function. Based on the results of the implementation evaluation, improve or refine the integrated risk management policy.
Guidelines of CPC
- Structure, Membership of CPC, and Voting Rights Status
- Main Functions, Authorities, Duties and Responsibilities of CPC
- Meeting of CPC
- Frequency of CPC Meetings in 2022
- Realization of Work Program in 2022 Throughout the organization in 2022, the CPC
- CPC Work Plan in 2023
- CREDIT COMMITTEE
Providing information on the results of the integrated stress test of the BCA Financial Conglomerate in 2023. CPC meetings are valid if attended by at least 2/3 (two thirds) of the total members.
CC Guidelines
- Structure, Membership of CC, and Status of Voting Rights
- Main Functions, Authorities, Duties and Responsibilities of CC Main Functions of CC
- Meeting of CC
- Frequency of CC Meetings in 2022
- Work Plan of CC in 2023
- INFORMATION TECHNOLOGY STEERING COMMITTEE
- Structure, Membership of ITSC, and Status of Voting Rights
- Main Functions, Authorities, Duties and Responsibilities of ITSC
- Meeting of ITSC
- Frequency of ITSC Meetings in 2022
- Realization of Work Program in 2022 Throughout 2022, ITSC has implemented work
- ITSC Work Plan in 2023
- PERSONNEL CASE ADVISORY COMMITTEE
- Structure, Membership of PCAC, and Voting Rights Status
- Main Functions, Authorities, Duties and Responsibilities of PCAC
- Meeting of PCAC
- Frequency of PCAC Meetings in 2022
- Realization of Work Program in 2022 PCAC has realized a work program that includes
- PCAC Work Plan in 2023
- Corporate Secretary Profile
- Competency Development and Training Programs
- Corporate Secretary Function
- Implementation of Corporate Secretary Duties in 2022
- Information Disclosure Report
Organization and documentation of meetings of the Board of Directors and/or Board of Commissioners; and. Implementation of company orientation programs for the Board of Directors and/or the Board of Commissioners.
INVESTOR RELATIONS FUNCTION
Investor Relations’ Primary Duties
Investor Relations Activities
Investor Relation Contact
INTERNAL AUDIT DIVISION
- Structure and Position of the Internal Audit Division
- Head of the Internal Audit Division
- Development of the Head of Internal Audit Division
- Internal Audit Charter
- Independence & Objectivity
- Audit Implementation and Quality Control Standards
- Internal Audit Duties and Responsibilities The following are the tasks and responsibilities of
063/SK/DIR/2017 on the Audit of the organizational structure of the Internal Audit Department (DAI). Monitoring the performance of the subsidiary's internal audit function and providing value-adding recommendations.
8 Auditor Composition and Competency Development
Implementation of the Internal Audit Division Activities in 2022
In 2022, DAI conducted audits of branches, regional offices, headquarters divisions/operating units and subsidiaries in accordance with the annual audit plan established based on the results of risk assessments conducted periodically by taking into account various risks. factors.
Focus of Audit Activities in 2023
PUBLIC ACCOUNTANT (EXTERNAL AUDIT)
Effectiveness of External Audit Implementation
The report on the evaluation results of the Audit Committee was submitted by the Board of Directors of BCA using the form contained in the attachment to OJK Circular No.36/SEOJK.03/2017 on Procedures for the Use of the Services of Public Accountants and Public Accountancy Firms in Financial Services Activities and signed by the Audit Committee on 4 February 2022.
Relationship Between Banks, Public Accountants, and the Financial Services
3. 2022 Audit Fees
COMPLIANCE FUNCTION
- SKK Organizational Structure
- SKK’s Responsibilities
- Integrated Compliance Function
- Implementation of the Compliance Function in 2022
- Compliance Indicators for 2022
- Anti-Money Laundering and Counter- Terrorism Financing (APU and PPT) Program
32/SEOJK.03/2017 regarding the implementation of Anti-Money Laundering and Anti-Terrorism Financing Programs in the Banking Sector. Report on the implementation of APU and PPT to the Board of Directors and the Board of Commissioners on a periodic basis.
IMPLEMENTATION OF RISK MANAGEMENT
Overview of Risk Management
Subsidiaries
- Risk Management
- Credit Risk
- Market Risk
- Liquidity Risk
- Operational Risk
- Legal Risk
- Reputation Risk
- Strategic Risk
- Compliance Risk
- Intra-Group Transaction Risk
- Insurance Risk
- Review/Results of the Review of the Implementation of the Risk Management
- Statement on the Adequacy and Effectiveness of the Risk Management System
Improve or refine the integrated risk management policies based on the results of the implementation evaluation. Review/Results of the Review of the Implementation of the Risk Management Implementation of the Risk Management System.
INTERNAL CONTROL SYSTEM
- Internal Control System Framework
- Governing Body
- First and Second Line
- Third Line
- Components of the Internal Control System In accordance with the Internal Control Integrated
- Internal Control System Evaluation
- Board of Commissioners Statement on the Adequacy and Effectiveness of the Internal
The Board of Directors is responsible for ensuring the implementation of an effective internal control system to achieve the objectives of the BCA. Statement of the Board of Commissioners on the Adequacy and Effectiveness of the Internal Adequacy and Effectiveness of the Internal Control System.
IMPLEMENTATION OF THE ANTI-FRAUD STRATEGY
Introduction
Objectives
114/SK/DIR/2021 of 17 June 2021 regarding adjustment of strategic policy for combating fraud regarding adjustment of strategic policy for combating fraud.
4 Pillars of Anti-Fraud Strategy
- Prevention
- Detection
- Investigation, reporting, and sanctions
- Monitoring, evaluation, and follow up
- Implementation and Internalization Anti-Fraud Declaration
Let all levels of the BCA organization, customers and working partners collaborate to create an anti-fraud culture and a fraud-free and secure BCA.”
Socialization and Anti-Fraud Training Socialization
Internal Fraud Violations Data in 2022
Reporting
WHISTLEBLOWING SYSTEM
Objectives of Whistleblowing System
Whistleblowing Procedure A. Media
Acceptable Reporting Criteria
- Whistleblower Protection
- Management of Whistleblowing System (WBS) Report Flow
- Parties who Managed the Report
- Disclosure of Internal Fraud and Complaints through Whistleblowing System in 2022 A. Number of Complaints Reported through Whistleblowing System
The following is the flow of how a report is handled by the BCA regarding the whistleblowing system. The internal BCA team in charge consists of Whistleblowing System Managers, Anti-Fraud Bureau and Work Units.
Sanctions and Follow-Up on Complaints through the Whistleblowing System
Submit the results of the investigation or follow-up to the decision-making officials (if proven to be fraud). The management and follow-up of reports are carefully handled by BCA's internal team, which was appointed by BCA's management, in accordance with the laws and BCA's internal laws and regulations in Indonesia.
ANTI-CORRUPTION POLICY AND GRATIFICATION CONTROL
Background
Anti-Corruption Policy
Gratification Control Policy 1. Gratification Control Policy
Shared Commitment
Implementation of Anti-Corruption Practices BCA always strives to improve the anti-corruption
Annual Disclosure
Internalization of Anti-Corruption values
Reporting related to acts of corruption