CHAPTER 2
CHARTER AND TERMS OF REFERENCE FOR THE BOARD OF COMMISSIONERS
The Charter and Terms of Reference for the Board of Commissioners shall comprise the following provisions:
1. Legal Grounds 2. Corporate Values
3. Composition of and Criteria for the Board of Commissioners 4. Independent Commissioners
5. Term of Office of the Board of Commissioners 6. Appointment of the Board of Commissioners
7. Dual Capacity of a Member of the Board of Commissioners 8. Obligations, Duties, Responsibilities and Authorities of
the Board of Commissioners
9. Transparency and Restrictions for the Board of Commissioners 10. Orientation and Training for the Board of Commissioners 11. Board of Commissioners’ Ethics and Working Hours 12. Board of Commissioners’ Meeting
13. Reporting and Accountability 14. Remuneration
Scope
1. Law of the Republic of Indonesia No.8 of 1995 on Capital Markets;
2. Law No. 40 of 2007 on Limited Liability Companies;
3. Regulation of the Financial Services Authority No. 55/POJK.03/2016 on the Implementation of Good Corporate Governance for Commercial Banks;
4. Circular of the Financial Services Authority No. 13/SEOJK.03/2017 on the Implementation of Good Corporate Governance for Commercial Banks;
5. Regulation of the Financial Services Authority No. 11/POJK.04/2017 on the Report on Share Ownership or Any Change to Share Ownership in Public Limited Companies;
6. Regulation of the Financial Services Authority No. 45/POJK.03/2015 on the Implementation of Good Corporate Governance in the Payment of Remuneration for Commercial Banks;
7. Circular of the Financial Services Authority No.40/SEOJK.04/2016 on the Implementation of Good Corporate Governance in the Payment of Remuneration for Commercial Banks;
8. Regulation of the Financial Services Authority No. 18/POJK.03/2014 on the Implementation of Integrated Corporate Governance for Financial Conglomerates;
9. Circular of the Financial Services Authority No.15/SEOJK.03/2015 on the Implementation of Integrated Corporate Governance for Financial Conglomerates;
10. Regulation of the Financial Services Authority No. 33/POJK.04/2014 on the Board of Directors and the Board of Commissioners of Listed Companies or Public Companies;
11. Regulation of the Financial Services Authority No.27/POJK.03/2016 on the Fit and Proper Test for the Main Party of Financial Services Institutions;
12. Circular of the Financial Services Authority No. 39/SEOJK.03/2016 on the Fit and Proper Test for Prospective Controlling Shareholders, Prospective Members of the Board of Directors, and Prospective Members of the Board of Commissioners of Banks;
13. Circular of Bank Indonesia No. 13/8/DPNP dated 28 March 2011 on Fit and Proper Tests as amended by Circular of Bank Indonesia No. 13/26/DPNP dated 30 November 2011;
14. Regulation of Bank Indonesia No.12/23/PBI/2010 on Fit and Proper Tests;
15. The Company’s Articles of Association Legal Grounds
The Company’s Corporate Values are the basic guiding principles of conduct and interaction among all personnel of the Company. The corporate values play an important role in shaping the work ethic and become a source of inspiration for the Company's strategic decision making. The Company's corporate values are a reflection of the company's Vision and Mission and become the essence of the competence of the Company's employees.
The Company’s corporate values are as follows:
1. Customer Focus.
Understand, explore and fulfill customer needs in the best possible way.
2. Integrity.
Honest, sincere and direct. A Bank that customers can trust. Trust is built through actions that reflect unquestionable integrity and business ethics.
3. Teamwork.
Team is a group of people with a special bond, commitment, approach and synergy aimed at achieving a shared goal.
4. Continuous Pursuit of Excellence.
Consistently strives to offer the best through the best method with the highest quality.
Composition
1. The membership of the Board of Commissioners shall consist of at least 3 (three) persons and not more than the membership of the Board of Directors.
2. The Board of Commissioners shall be led by the President Commissioner.
3. At least 1 (one) member of the Board of Commissioners must be domiciled in Indonesia.
4. The Board of Commissioners shall consist of Commissioners and Independent Commissioners, and the number of Independent Commissioners must be at least 50% (fifty percent) of the total number of members of the Board of Commissioners.
Criteria for Membership of the Board of Commissioners 1. Having good character, morals, and integrity;
2. Having the legal capacity to perform a legal act;
3. Within 5 (five) years prior to the appointment and during his/her term office:
a. Never having been convicted of a criminal offence that is detrimental to the state finances and/or a criminal offence that is related to the financial sector;
b. Never having been a member of the Board of Directors and/or a member of the Board of Commissioners that during his/her office:
1) once failed to hold the annual GMS;
2) once had his/her accountability as a member of the Board of Directors and/or member of the Board of Commissioners rejected by the GMS or once failed to submit his/her accountability report as a member of the Board of Directors and/or a member of the Board of Commissioners to the GMS; and
3) once caused a company that has obtained a license, approval, or registration from the Financial Services Authority to neglect the Composition of
and eligibility criteria for membership of the Board of Commissioners
Composition of and eligibility criteria for membership of the Board of Commissioners
Corporate Values
obligation to file an annual report and/or financial statements with the Financial Services Authority.
4. Committed to complying with the prevailing laws and regulations;
5. Having the knowledge and/or expertise in the relavant field as required by the company;
6. Meeting the criteria of integrity, competence, and financial reputation as referred to in the Regulation of the Financial Services Authority and/or Bank Indonesia, namely:
a. The criterion of integrity, which includes the following:
1) Having the legal capacity to perform a legal act; having the legal capacity to perform a legal act has the meaning as assigned to it in the Indonesian Civil Code;
2) Having good character and morals, at least demonstrated by his/her compliance with the prevailing law, including not having been convicted of a criminal offence within the last 20 (twenty) years prior to being nominated;
3) Committed to complying with the prevailing laws and regulations and supporting the policies of the Financial Services Authority;
4) Committed to developing a healthy Bank;
5) Not included as a person prohibited from becoming a member of the Board of Directors /a member of the Board of Commissioners, among others not being on the List of Failed Candidates (Daftar Tidak Lulus, DTL);
6) Committed to avoiding and/or repeating any act and/or action as referred to in Article 27 and Article 28, for prospective members of the Board of Directors that once had the predicate of ‘Failed’ as described in Article 35 paragraph (1), Article 40 paragraph (4) letter a and Article 40 paragraph (5) of the Regulation of Bank Indonesia on Fit and Proper Tests.
b. The criterion of competence, which includes the following:
1) having good knowledge in the banking sector relevant to his/her position, including good understanding of risk management;
2) Being informed of the duties and responsibilities of the Main Entity and having a good understanding of the primary business activities and the main risks of a Financial Services Institution in a financial conglomerate;
3) having experience and expertise in the banking sector and/or the financial sector, among others experience in operations, marketing, accounting, audit, funding, credit, money markets, capital markets, law or otherwise experience in the supervision of Financial Services Institutions;
4) having the ability to implement strategic management to develop a healthy Bank;
5) having at least 5 (five) years’ experience in the operations division and a position at least as a Bank Executive Officer;
c. The criterion of financial reputation, which includes the following:
1) not having any bad loan and/or bad financing; and
2) never having been declared bankrupt or never having been a member of the Board of Directors or a member of the Board of Commissioners found responsible for a company’s bankruptcy, within the last 5 (five) years before being nominated and during his/her service.
7. Having passed the Fit and Proper Test according to the requirements set by the Financial Services Authority on Fit and Proper Tests
8. Each member of the Board of Commissioners must pass the Fit and Proper Test as laid down by the Regulation of the Financial Services Authority on the Fit and Proper Test for the Main Party of Financial Services Institutions.
To maintain the Board of Commissioners’ independence and to avoid a conflict of interest, the Company must have Independent Commissioners with due observance of the applicable provisions of laws and regulations.
An Independent Commissioner is a member of the Board of Commissioners that does not have financial, management, share ownership and/or family relationships with any other member of the Board of Commissioners, any member of the Board of Directors and/or any controlling shareholder or the Company, which may affect his/her ability to act independently.
Independent Commissioners are necessary to promote a more objective work climate and environment that places fairness and equality among various interests including those of minority shareholders and other stakeholders.
Independent Commissioners Composition of and eligibility criteria for membership of the Board of Commissioners
An Independent Commissioner must fulfill the criteria/requirements as stipulated in the provisions of laws and regulations, among others:
1. An Independent Commissioner is a member of the Board of Commissioners that is brought into the Company from outside and that must fulfill the following criteria:
Not working for or having authorities and responsibilities to plan, direct, control, or supervise the Company’s activities within the last 6 (six) months, except for reappointment as an Independent Commissioner of the Company for the next term;
Not holding any shares, whether directly or indirectly, in the Company;
Not affiliated with the Company, any member of the Board of Commissioners, any member of the Board of Directors or the Majority Shareholder of the Company; and
Not having a business related, whether directly or indirectly, to the Company's business activities.
Such criteria must be fulfilled by any Independent Commissioner during his/her term of office. In addition, the Independent Commissioner must also meet the eligibility criteria for prospective members of the Board of Commissioners.
2. Any former member of the Board of Directors or Executive officer of the Company or any person formerly affiliated with the Company that may be adversely affected by his/her former position to act independently shall be subject to a cooling-off period of at least 1 (one) year before becoming an Independent Commissioner.
3. Any non Independent Commissioner who will change his/her status as an Independent Commissioner shall be subject to a cooling-off period of at least 6 (six) months.
4. An Independent Commissioner that has served for 2 (two) consecutive terms office may be reappointed for the next term office as an Independent Commissioner if:
The Board of Commissioners’ meeting finds that such Independent Commissioner can continue to act independently; and
Such Independent Commissioner declares his/her independence in the GMS.
Criteria for Independent Commissioners
The provisions for the term of office of the members of the Board of Commissioners shall be as follows:
1. The term of office of the members of the Board of Commissioners shall commence on the date stipulated by the GMS at which such members of the Board of Commissioners are appointed and shall terminate at the close of the 5th (fifth) Annual GMS after the GMS at which such members of the Board of Commissioners are appointed. If at the time of their appointment by the GMS, the prospective members of the Board of Commissioners have not passed the Fit and Proper Test, the term of office of the prospective members of the Board of Commissioners shall be effective as of the date on which such members of the Board of Commissioners are declared to have passed the Fit and Proper Test and their appointment is approved by the Financial Services Authority.
2. Any member of the Board of Commissioners whose term of office has expired may be reappointed.
3. The GMS is entitled to remove any member of the Board of Commissioners at any time before the expiry of his/her term of office.
4. Any member of the Board of Commissioners is entitled to resign from his/her office by complying with the provisions of the Company’s Articles of Association. If a member of the Board of Commissioners wishes to resign, such member of the Board of Commissioners must submit a request for resignation to the Company.
5. The term of office of a member of the Board of Commissioners shall automatically terminate, if he/she:
a. resigns in accordance with the provisions of the Company’s Articles of Association (including resignation due to implication in a financial crime), which stipulate, among others:
1) A member of the Board of Commissioners may tender resignation from his/her office prior to the expiry of his/her term of office;
2) The Company must hold the GMS to accept the request for resignation from the member of the Board of Commissioners within no later than 90 (ninety) days after the request for such resignation is received.
3) The Company must disclose the information to the public and the Financial Services Authority no later than 2 (two) business days after:
the request for resignation of such member of the Board of Commissioners is received; and
the outcomes of the GMS.
b. is deceased;
c. is dismissed under the resolution of the GMS;
d. is declared bankrupt or placed in receivership under a a Court order;
e. ceases to be in compliance with the prevailing laws and regulations.
Further procedures for the appointment, replacement, dismissal, amendment, or resignation of a member of the Company’s Board of Commissioners shall be provided for in the Company’s Articles of Association.
Term of office of the Board of Commissioners
An Independent Commissioner that has served 2 (two) consecutive terms office may be reappointed for the next term as an Independent Commissioner if :
a. the Board of Commissioners’ Meeting finds that such Independent Commissioner can continue to act independently; and
b. Such Independent Commissioner declares his/her independence in the GMS.
The statement of idependence of the Independent Commissioner must be incorporated in the Report on the Implementation of Good Corporate Governance.
The members of the Board of Commissioners shall be appointed by the GMS. Any proposal submitted to the GMS for the appointment and/or replacement of a member of the Board of Commissioners must take into account the recommendation from the Remuneration and Nomination Committee. If any member of the Remuneration and Nomination Committee has a conflict of interest with the proposal in respect of which the recommendation shall be given, then such conflict of interest must be disclosed in the in the proposal.
1. No member of the Board of Commissioners may have dual capacity by concurrently serving as a member of the Board of Directors, a member of the Board of Commissioners or an Executive Officer:
a. in a financial institution or a financial company, whether bank or non-bank;
b. in more than 1 (one) non-financial institution or non-financial company, whether domiciled in the home country or overseas.
2. The prohibition of dual capacity as described in the foregoing paragraph shall not be applicable to:
a. any member of the Board of Commissioners who concurrently serves as a member of the Board of Directors, a member of the Board of Commissioners or an Executive Officer in charge of the oversight function in 1 (one) non-bank subsidiary controlled by the Bank.
b. any Non Independent Commissioner charged with a functional duty of the shareholders of a Company in the Bank’s Group; and/or
c. any member of the Board of Commissioners that holds office in a nonprofit organisation or institution.
The duties, responsibilities, and authorities of the Board of Commissioners, among others, include the following:
1. The Board of Commissioners must carry out its duties, responsibilities, and authorities independently so that any decision made shall be objective and free from any pressure or from the interests of any party;
2. The Board of Commissioners must direct, monitor, and evaluate the implementation of the Company’s strategic policies and supervise the Board of Directors’s implementation of its implementation duties and responsibilities and provide advice to the Board of Directors in accordance with the Company’s aims and objectives and Articles of Association;
3. Any member of the Board of Commissioners must carry out his/her duties in good faith and with full responsibility in the best interests of the Company with due observance of the prevailing laws and regulations;
Obligations, Duties,
Responsibilities and Authorities of the Board of Commissioners Dual Capacity of a Member of the Board of
Commissioners Appointment of the Board of Commissioners Term of office of the Board of Commissioners
4. The Board of Commissioners must ensure the implementation of Good Corporate Governance in all business activities of the Company at all levels of the organisation;
5. Under certain circumstances, the Board of Commissioners shall hold the Annual GMS and the other GMS according to its authority as stipulated by the prevailing laws and regulations and the Company’s Articles of Association.
6. The Board of Commissioners shall ensure that the Board of Directors has followed up the audit findings and recommendations from the Internal Audit Division, External Auditor, the outcomes of the supervision by the Financial Services Authority, Bank Indonesia and/or the outcomes of the supervision by other authorities;
7. The Board of Commissioners shall at least form the following:
a. Audit Committee
b. Risk Oversight Committee
c. Remuneration and Nomination Committee d. Integrated Corporate Governance Committee
The Board of Commissioners must ensure that the committees formed by the Board of Commissioners will perform their duties effectively and must evaluate the performance of the committees that have been formed to assist the Board of Commissioners in carrying out its duties and responsibilities at the end of each financial year;
8. Any member of the Board of Commissioners, whether collectively or individually, at any time during the Company’s business hours shall be entitled to enter the buildings and yards or other premises used or controlled by the Company and to audit all books and records, documents and other evidence, check and verify the Company’s cash and others and to be informed of all actions taken by the Board of Directors;
9. The Board of Commissioners may request the Board of Directors, any member of the Board of Directors, and or the Management to provide clarifications of all matters regarding the Company as may be deemed necessary by the Board of Commissioners to carry out its duties;
10. The Board of Commissioners shall be entitled to propose the replacement and/or appointment of a member of the Board of Directors to the GMS with due regard for the recommendations from the Remuneration and Nomination Committee;
11. The Board of Commissioners may at any time decide to suspend one or more members of the Board of Directors if the relevant member of the Board of Directors acts in contravention of the Company’s Articles of Association, harms the Company’s interests, defaults on his/her obligations and/or violates the prevailing laws and regulations. The procedure for the suspension shall be in accordance with the Company’s Articles of Association;
12. As regards the meeting:
a. It shall hold the Board of Commissioners’ Meeting and the joint meeting between the Board of Commissioners and the Board of Directors in accordance with the prevailing laws and regulations,
b. It shall prepare the minutes of the Board of Commissioners’ Meeting and the minutes of the joint meeting between the Board of Commissioners and the Board of Directors signed by all the members present at the meeting and maintain the copy thereof. If there is any dissenting opinion in the meeting, Obligations,
Duties,
Responsibilities and Authorities of the Board of Commissioners
such dissenting opinion, along with the reasons therefor, must be expressly recorded in the minutes of the meeting.
13. The Board of Commissioners must provide a report on its supervisory duties conducted during the last financial year to the GMS;
14. The Board of Commissioners must have a Charter and Terms of Reference that shall be binding on each member of the Board of Commissioners;
15. The Board of Commissioners must review the Company’s vision and mission at the beginning of its term office after being appointed.
16. Each member of the Board of Commissioners must report to the Financial Services Authority his/her ownership and any change in his/her ownership in a Public Limited Company, whether direct or indirect.
17. The Board of Commissioners must report to the Financial Services Authority no later than 7 (seven) business days of being aware of:
a. any violation of the prevailing laws and regulations in the financial and banking sectors; and/or
b. any condition or potential condition that may affect the Company’s business continuity.
18. The Board of Commissioners must supervise the implementation of the Remuneration policy and periodically evaluate such Remuneration policy.
19. To supervise the implementation of the Integrated Corporate Governance, the Board of Commissioners shall at least do the following:
a. supervise the implementation of the corporate governance in each Financial Services Institution in the Financial Conglomerate to ensure compliance with the Integrated Corporate Governance Manual;
b. supervise the implementation of the duties and responsibilities of the Board of Directors of the Main Entity, and provide directions and advice to the Board of Directors of the Main Entity in relation to the implementation of the Integrated Corporate Governance Manual; and
c. evaluate the Integrated Corporate Governance Manual and provide the necessary directions for perfection thereof.
20. The Board of Commissioners in carrying out its obligations, duties, responsibilities and authorities shall adhere to the Company’s Articles of Association, the Charter and Terms of Reference for the Company’s Board of Commissioners, and the prevailing laws and regulations.
The Board of Commissioners’ approval to be given to the Board of Directors to take certain actions shall be given in the form of Decision Letter of the Board of Commissioners.
The Board of Commissioners’ Actions
The Board of Commissioners constitutes a board and no member of the Board of Commissioners may act severally; instead it must act collectively under a decision of the Board of Commissioners.
Obligations, Duties,
Responsibilities and Authorities of the Board of Commissioners
To apply the Transparency Principle, a member of the Board of Commissioners must:
1. Disclose his/her shareholding of 5% (five percent) or more of the paid-up capital, including any type or number of shares, whether in the Company or in another bank, in a non-bank financial institution and in any other company, domiciled in the home country or overseas in the Report on the Implementation of Good Corporate Governance as stipulated in the Regulation of the Financial Services Authority;
2. Report to the Financial Services Authority (formerly known as the Capital Markets and Financial Institutions Supervisory Agency, or locally abbreviated as Bapepam dan LK) and the Indonesia Stock Exchange, its ownership and any change in its ownership of the shares in the Company no later than:
a. 10 (ten) business days of the date of the transaction if it files the report on his/
own ; or
b. 5 (five) days after the transaction date if the report is filed by the Compan Corporate Secretary on his/her behalf by a power of attorney.
Such report must at least contain the following:
a. Name, residence, and nationality;
b. Name of shares of the Public Limited Company;
c. The number of shares and percentage of shareholding before and after the transaction;
d. The number of shares purchased or sold;
e. The purchase and sale price per share;
f. Transaction date;
g. Purpose of transaction.
h. Status of share ownership (direct or indirect); and
i. If the shares are indirectly owned, information about the shareholder recorded on the Company’s register of shareholders must be disclosed in favour of the beneficial owner.
3. Disclose any financial relationship and family relationship with any other member of the Board of Commissioners, any member of the Board of Directors and/or any controlling shareholder of the Company in the Report on the Implementation of Good Corporate Governance as stipulated in the Regulation of the Financial Services Authority;
4. Disclose any remuneration and other facilities received by the member of the Board of Commissioners in the Report on the Implementation of Good Corporate Governance with due observance of the Regulation of the Financial Services Authority on the implementation of Good Corporate Governance in the payment of Remuneration for Commercial Banks.
All members of the Board of Commissioners are prohibited from the following:
1. Being involved in making decisions on the Company’s operational activities, except for the provision of funds to related parties as stipulated in the Regulation of the Financial Services Authority/ Bank Indonesia and other applicable regulations on Legal Lending Limit (LLL) for Commercial Banks and the provisions of the Company’s Articles of Association or the prevailing laws and regulations;
2. Making use of the Company for his/her own benefits, or for the benefit of his/her family, and/or other parties that may harm or jeopardize the interests of the Company;
Transparency By the Board of Commissioners
3. Enjoying and/or gaining personal benefits from the Company other than the remuneration and other benefits as stipulated by the GMS;
4. The majority of members of the Board of Commissioners are prohibited from having family relationship up to the second degree with other members of the Board of Commissioners and/or the members of the Board of Directors;
5. Gaining benefits from any knowledge or information not available to the market/public; in other words, the Board of Commissioners must not commit insider trading and abusive self-dealing;
6. Taking any actions that may cause losses to the Bank or decrease the Bank’s profit in the event of any conflict of interest and in such event he/she shall disclose it in the decision.
The orientation program for new members of the Board of Commissioners shall be conducted to provide the relevant members of the Board of Commissioners with certain guidelines and understanding of the Company within a short period of time to ensure that they will be able to perform their duties well.
The orientation program for new members of the Board of Commissioners includes the following:
1. Knowledge about the Company, including, among others, the Company’s vision, mission, strategies and mid term and long term plans, performance, as well as finance.
2. Undertanding of their duties and responsibilities as members of the Board of Commissioners, authority limits, working hours, relationship with the Board of Directors, rules/regulations, etc.
3. The materials/documents for the orientation program shall be prepared by the Corporate Secretary according to the needs.
4. Any member of the Board of Commissioners participating in the orientation program may:
a. request that a presentation be given to provide him/her with clarification of various aspects as may be deemed necessary, by involving the lower level of management.
b. hold meetings with the Board of Directors to discuss various issues of the Company or obtain other information as may be required.
c. Pay visits to various places of business/branches of the Company with the Board of Directors/Management.
d. Participate in a training or seminar whether in the home country or overseas subject to the approval of the President Commissioner.
The materials for the Orientation Program shall include, among others, the following:
1. Vision, Mission, Strategies of the Company;
2. Medium and Long Term Plan of the Company;
3. Performance and Finance of the Company;
4. Any matters related to the banking sector.
The documents required for the purpose of Orientation of the Board of Commissioners shall include, among others, the following:
1. The Company’s Articles of Association;
The Company’s Business/Work Plan;
2. Banking regulations and/or the Company’s policies (if necessary);
3. Minutes of Board of Commissioners’ Meeting and Minutes of Board of Directors’
Meeting in the last 1 (one) year (if necessary);
4. The Company’s Annual Report.
Orientation and Training for the Board of
Commissioners
The training program for the members of the Board of Commissioners is necessary to allow them to keep up with the latest information and knowledge and development on banking, finance, economy, and other matters that may affect the Company’s growth especially in carrying out their duties. Such Training Program includes Seminars, Benchmarks, Visits, Brainstorming or Comparative Studies. The members of the Board of Commissioners must participate in the training program at least 1 (one) time in a year to support them in carrying out their duties and responsibilities.
Work Ethics for the Board of Commissioners
1. Performing its duties and responsibilities independently;
2. Complying with the Company’s Code of Ethics;
3. Not delegating its oversight function to the Board of Directors.
Working Hours of the Board of Commissioners
The Board of Commissioners must provide ample time to perform its duties and responsibilities optimally.
The General Policy on the Board of Commissioners’ Meeting is as follows:
1. Meeting Frequency
a. The Board of Commissioners’ meeting shall be held regularly at least 1 (one) time in 2 (two) months.
b. The Board of Commissioners shall hold a joint meeting with the Board of Directors on a regular basis at least 1 (one) time in 4 (four) months.
c. The Board of Commissioners’ meeting must be attended by all members of the Board of Commissioners in person at least 2 (two) times in a year. If Non Independent Commissioners are unable to attend the meeting in person, they may participate in the meeting through teleconference technologies.
2. Meeting Schedule and Materials
a. The Board of Commissioners shall set the schedule for the following year before the end of the financial year.
b. For each of the scheduled meetings, the materials for discussion at the meeting shall be provided to the participants of the meeting no later than 5 (five) working days before the date of the meeting.
c. If the meeting is not held at the scheduled time, the materials for discussion at the meeting shall be provided to the participants of the meeting no later than the date of the meeting.
3. Quorum
The Board of Commissioners’ Meeting shall be valid and entitled to adopt binding resolutions if more than ½ (one half) of all the incumbent members of the Board of Commissioners are present or represented in the meeting.
4. Meeting Resolutions
a. Resolutions of the Board of Commissioners’ meeting shall be adopted by deliberation for a consensus.
b. If such consensus cannot be reached, the resolutions shall be adopted on the affirmative votes of more than ½ (one half) of the total valid votes cast in the relevant meeting.
Board of
Commissioners’
Meeting Ethics and Working Hours the Board of Commissioners Orientation and Training for the Board of
Commissioners
c. Any dissenting opinion, if any, shall be expressly set out in the minutes of Board of Commissioners’ meeting as well as the reasons for such dissenting opinion.
d. The Board of Commissioners may also adopt valid resolutions without holding the Board of Commissioners’ Meeting, provided that all members of the Board of Commissioners have been notified in writing and give their approval for the proposals and sign such approval. Any resolutions adopted in such manner shall have the same force and effect as those validly adopted in the Board of Commissioners’ Meeting.
e. All resolutions adopted by the Board of Commissioners shall be binding on and shall become the responsibility of all members of the Board of Commissioners.
f. Further procedure for the mechanism of the Board of Commissioners’
Meeting shall be stipulated in the Company’s Articles of Association.
5. Minutes of Board of Commissioners’ Meeting
a. The outcomes of the Board of Commissioners’ meeting must be incorporated in the minutes of meeting, which shall be signed by all members of the Board of Commissioners present and circulated to all members of the Board of Commissioners.
b. The outcomes of the joint meeting between the Board of Commissioners and the Board of Directors must be incorporated in the minutes of meeting, which shall be signed by all members of the Board of Commissioners and all members of the Board of Directors present and circulated to all members of the Board of Commissioners and all members of the Board of Directors.
c. The minutes of meeting must be properly documented according to the applicable law.
d. If the meeting is held via teleconference technologies, the meeting must be recorded, and the minutes of the meeting shall be made and signed by all members of the teleconference and the minutes shall also set out the reasons for holding the meeting via teleconference.
e. Any other provisions for the minutes of meeting shall be as stipulated in the Company’s Articles of Association and the Corporate Governance Manual of the Company.
Board of
Commissioners’
Meeting
1. Accountability
a. The Board of Commissioners shall provide the Financial Services Authority and/or Bank Indonesia with a report no later than 7 (seven) business days of being aware of:
any violation of the prevailing laws and regulations in the finance and banking sectors; and/or
any event or potential event or condition that may affect the Company’s business continuity.
Among others based on the recommendations from the committees that assist the Board of Commissioners to effectively perform its duties. The issues that must be reported are those described in item a and item b above to the extent never having been reported by the Company and/or by the Director of Compliance to Bank Indonesia.
b. The Board of Commissioners shall provide a report on its supervisory duties during the last financial year to the GMS.
2. Liability
a. All members of the Board of Commissioners shall be jointly and severally liable for any losses incurred by the Company as a result of the fault or negligence of any member of the Board of Commissioners in performing his/her duties.
b. The members of the Board of Commissioners shall not be liable for any losses incurred by the Company if they can convincingly prove that:
1) such losses are not caused by their fault or negligence;
2) they have performed the supervisory duties in good faith, with full responsibility and due care in the best interests of the Company and with observance of the aims and objectives of the Company;
3) they have no conflict of interest, whether direct or indirect, in the supervisory actions that resulted in the losses; and
4) they have taken the necessary measures to prevent the loss or to prevent the loss from continuing.
Accountability and Liability
1. Primary Policy on Remuneration
The primary policy on the remuneration for members of the Board of Commissioners shall be as follows:
a. Remuneration for members of the Board of Commissioners constitutes the compensation given by the Company in consideration of the implementation of their obligations, duties, and responsibilities in the interests of the Company during a particular period.
b. The remuneration package shall be formulated in a compensation system proposed by the Remuneration and Nomination Committee to the Board of Commissioners, which shall be further submitted by the Board of Commissioners to the GMS.
The members of the Board of Commissioners must disclose the remuneration they receive in the report on the implementation of corporate governance as stipulated in the provisions of applicable laws and regulations.
2. The remuneration for members of the Board of Commissioners shall be determined by the GMS, and the GMS may delegate such authority to another Company’s organ and/or party to determine the amount of salary and/or benefits to be paid to members of the Board of Commissioners with due regard for the recommendation from the Remuneration and Nomination Committee.
Remuneration
