ASEAN CG Scorecard Assessment
PT Bank CIMB Niaga Tbk
| PART | CRITERIA | EXPLANATION | ||||||
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| A.1 | Basic Shareholder Rights | |||||||
| A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. |
CIMB Niaga pays dividends in an equitable and timely manner.
Dividend Policy has been updated in January 2024 which regulates and ensures that CIMB Niaga will distribute the dividend in an equitable manner to all entitled Shareholders and pay within 30 days after being (i) declared for interim dividends or (ii) approved by the AGM for cash dividends. 2024 AGM approved Final Dividend and to be paid 30 days after AGM approval with the implementation as follows: 2024 Dividend distribution announcement 2024 AGM date: 3 April 2024 and Dividend payment date: 3 May 2024 2023 Dividend distribution announcement 2023 AGM date: 10 April 2023 and Dividend payment date: 10 May 2023 |
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| A.2 | Right to participate effectively in and vote in GMS and should be informed of the rules, including voting procedures that govern the GMS | |||||||
| A.2.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
Through GMS, the Shareholders of CIMB Niaga, have the opportunity to approve the remuneration of BOC and BOD of CIMB Niaga. It is identified in the Articles of Association Deed No. 14 dated 8 April 2022, Notice and Result of AGM.
2024 AGM The 11st agenda of 2024 AGM, the shareholders approved and determined the honorarium and other benefits for BOD, BOC and Sharia Supervisory Board. The shareholders were also been informed of the same through:
2023 AGM The 10th agenda of 2022 AGM, the shareholders approved and determined the honorarium and other benefits for BOD, BOC and Sharia Supervisory Board. The shareholders were also been informed of the same through:
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| A.2.2 | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
CIMB Niaga provides non controlling shareholders a right to nominate candidates for BOC and BOD Members It is identified in Articles of Association Deed No. 14 dated 8 April 2022 art. 11.11 and the Announcement of GMS published in Bank's website: 1 (one) or more shareholders (including non-controlling shareholders) collectively represent 1/20 or more of the total CIMB Niaga's issued shares with valid voting rights have the opportunity to propose agenda of GMS. The propose agenda should be submitted to the Bank max. 7 (seven) days before the Notice of GMS which will be published 28 days before the GMS, at the newspaper (both Indonesia and English version) and CIMB Niaga's website. 2024 AGM The Announcement of 2024 AGM was published in CIMB Niaga's website 14 days before the Notice of AGM. 2023 AGM The Announcement of 2023 AGM was published in CIMB Niaga's website 14 days before the Notice of AGM. In addition, the provision in the Articles of Association & Nomination Policy of the Bank allows the minority shareholders to nominate the candidate of BOC and BOD members. The provision is set out in the 2023 Annual Report page 461-462. |
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| A.2.3 | Does the company allows shareholders to elect directors/commissioners individually? |
As reflected in the:
CIMB Niaga's shareholders has the opportunity to elect the candidates members of BOD and/or BOC, individually. The Rule was published 28 days before the respective GMS through Bank's website The Result & Minutes of Meeting (Notary Deed) of 2024 & 2023 AGM were published in CIMB Niaga's website on the same day with the closing of the GMS. |
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| A.2.4 | Does the company disclose the voting procedures used before the start of meeting? | The voting procedures were disclosed in the:
All published in CIMB Niaga's website 28 days before the GMS.
Moreover, before the start of the GMS, the Rule was distributed to the Shareholders and Company Secretary will read the rule of GMS. |
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| A.2.5 | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? |
In the Result of 2024 AGM and Result of 2023 AGM, it was recorded that the shareholders and the proxy of the shareholders were provided the opportunity to ask questions/raise issues.
The Result, Minutes of Meeting (Notary Deed) of 2024 AGM and Minutes of Meeting (Notary Deed) of 2023 AGM were published in CIMB Niaga's website on the same day with the closing of the 2024 & 2023 AGM. |
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| A.2.6 | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? |
The Result and Minutes of Meeting (Notary Deed) of 2024 & 2023 AGM were disclosed the voting results including approving, dissenting and abstaining votes for each agenda of the meeting (in numbers and percentage).
were published in CIMB Niaga's website on the same day with the closing of the 2024 & 2023 AGM. |
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| A.2.7 | Does the company disclose the list of board members who attended the most recent AGM? |
The Result and Minutes of Meeting (Notary Deed) of 2024 AGM as well as List of Attendance of BOD, BOC, Sharia Supervisory Board, Audit Committee and Chairpersons of the Committees responsible to the BOC of 2024 AGM recorded and disclosed the members of BOD, BOC, Sharia Supervisory Board, Audit Committee and Chairpersons of the Committees responsible to the BOC who attended the AGM, which published in CIMB Niaga's website on the same day with the closing of the 2024 AGM.
2024 AGM All members of BOD, BOC, Audit Committee and Chairpersons of the Committees responsible to the BOC attended the 2024 AGM (Announcement of Summary Minutes of 2024 AGM; Summary of Minutes of Meeting (Notary Cover Note) of 2024 AGM and List of Attendance of BOD, BOC, Sharia Supervisory Board, Audit Committee and Chairpersons of the Committees responsible to the BOC of 2024 AGM). 2023 AGM All members of BOD and BOC attended the AGM (Announcement of Summary Minutes of 2023 AGM, Summary of Minutes of Meeting (Notary Cover Note) of 2023 AGM, and List of Attendance of BOD, BOC, Sharia Supervisory Board and Audit Committee of 2023 AGM) |
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| A.2.8 | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? |
The Result and Minutes of Meeting (Notary Deed) of 2024 AGM as well as List of Attendance of BOD, BOC, Sharia Supervisory Board, Audit Committee and Chairpersons of the Committees responsible to the BOC of 2024 AGM recorded and disclosed the members of BOD, BOC, Sharia Supervisory Board, Audit Committee and Chairpersons of the Committees responsible to the BOC who attended the AGM, which published in CIMB Niaga's website on the same day with the closing of the 2024 AGM.
2024 AGM All members of BOD, BOC, Audit Committee and Chairpersons of the Committees responsible to the BOC attended the 2024 AGM (Announcement of Summary Minutes of 2024 AGM; Summary of Minutes of Meeting (Notary Cover Note) of 2024 AGM and List of Attendance of BOD, BOC, Sharia Supervisory Board, Audit Committee and Chairpersons of the Committees responsible to the BOC of 2024 AGM). 2023 AGM All members of BOD and BOC attended the AGM (Announcement of Summary Minutes of 2023 AGM, Summary of Minutes of Meeting (Notary Cover Note) of 2023 AGM, and List of Attendance of BOD, BOC, Sharia Supervisory Board and Audit Committee of 2023 AGM) |
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| A.2.9 | Does the company allow voting in absentia? |
CIMB Niaga has voting procedure which allow the shareholders to conduct voting in absentia by providing the proxy, both via e-ASY KSEI or fill the proxy form which available in CIMB Niaga's website since 28 days before the AGM, so it can be accessed by all the shareholders and public.
The procedure were disclosed in the: which published in CIMB Niaga's website and in national newspaper 28 days before the AGM. |
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| A.2.10 | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
In 2024 and 2023 AGM, CIMB Niaga conducted closed poll by electronic and individual mechanism. For the Shareholders and/or Proxy holder of the Shareholders who attend the AGM physically, the voting was conducted individually and electronically (e-Voting) at the AGM Venue by using smartphone, other mobile devices or touch screen monitor provided by the CIMB Niaga. For the Shareholders and/or their proxies who attend the Meeting electronically, can do the process of eASY.KSEI e-Voting in real time.
It is regulated in CIMB Niaga's Articles of Association Deed No. 14 dated 8 April 2022 article 13.2 and Rule of Conduct of 2024 AGM and Rule of Conduct of 2023 AGM which published in CIMB Niaga's website. Before the start of the meeting, the rule of the meeting was distributed to the shareholders and Company Secretary read the voting procedures. |
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| A.2.11 | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
As disclosed in the Result of 2024 AGM and Result of 2023 AGM which published in CIMB Niaga's website on the same day with the closing of the AGM and in national newspaper by the next 2 working days after the 2024 & 2023 AGM, CIMB Niaga appointed indepedent party to count and validate the meeting quorum and votes.
2024 and 2023 AGM CIMB Niaga appointed PT Bima Registra as Share Administration Bureau and Ashoya Ratam, SH, MKn as Public Notary to count and validate the meeting quorum and votes. |
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| A.2.12 | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
CIMB Niaga makes publicly available the result of the votes taken during the GMS through the:
uploaded at CIMB Niaga's website at the same day with the closing of the AGM after the 2024 & 2023 AGM. |
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| A.2.13 | Does the company provide at least 21 days notice for all AGMs and EGMs? |
CIMB Niaga provided 28 days notice for all GMSs, excluded the date of notice and date of GMSs. The notice was published at national newspapers, namely Investor Daily, Stock Exchange's website and Bank's website both in English and Indonesian.
2024 AGM AGM dated 3 April 2024, the Notice of 2024 AGM was published on 5 March 2024. 2023 AGM AGM dated 10 April 2023, the Notice of 2023 AGM was published on 10 March 2023. |
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| A.2.14 | Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? |
CIMB Niaga has given the rationale and explanation for each agenda.
It is regulated in the Articles of Association Deed No. 14 dated 8 April 2022 art 12.2.a: CIMB Niaga is obliged to provide the rationale, explanation and material of the meeting for each GMS's agenda item when the Bank issued notice of GMS. The Rationale, explanation and material of the meeting of 2024 AGM & 2023 AGM were been uploaded at CIMB Niaga's website at the same day of the publication of Notice of 2024 AGM & Notice of 2023 AGM i.e 28 days before the GMS. |
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| A.2.15 | Does the company give the opportunity for shareholder to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? |
CIMB Niaga places the opportunity for shareholder to place item(s) on the agenda of AGM.
It is identified in the Articles of Association Deed No. 14 dated 8 April 2022 art 11.11: 1 (one) or more of the shareholders collectively represent 1/20 from the total number of shares of CIMB Niaga with voting rights have the rights to place item(s) on the agenda of GMS. In the Announcement of 2024 AGM and Announcement of 2023 AGM which published in Bank's website and national newspaper by 14 days before the Notice of the GMS, it was informed the procedure for shareholders to place item(s) on the agenda of GMS. |
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| A.3 | Markets for corporate control should be allowed to function in an efficient and transparent manner | |||||||
| A.3.1 | In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? |
In order to ensure the fairness of the transaction price in the event of merger, acquisitions and/or takeovers, BOD and/BOC will appoint an independent party to evaluate the fairness of the transaction price
In 2023 Annual Report Page 229, it is mentioned that the Bank will appoint an independent party to evaluate the fairness of the transaction price, in the event of material transactions related to Investment, Expansion, Divestment, Business Incorporation/Merger, Acquisition, and Debt/Capital Restructuring |
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| A.4 | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated | |||||||
| A.4.1 | Does the company disclose its practices to encourage shareholders to engage the company beyond general meetings? |
Policy of Communication with Shareholders No. M.02: CIMB Niaga realises the importance of regular and continuous communication with the shareholders and investors, as is fully committed to perform disclosure, transparency and accountability which is indicated by regularly conduct Public Expose at least once a year, and Analyst Meetings held by the Bank every quater, as mentioned in 2023 Annual Report page 538 - 539.
In addition, Bank also has specific "Investor Relations"and "Good Corporate Governance" sections in the Bank's website, which contains any and all usefull information for the shareholders and investors, along with the contact information of Corporate Secretary, Investor Relations, Whistleblowing and Phone Banking as comunication tools. |
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| A.5 | Shares and Voting Rights | |||||||
| A.5.1 | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the website of the company / the stock exchange/ the regulator's website)? |
CIMB Niaga has 2 (two) type of shares, namely A class shares and B class shares. Both A class shares and B class shares provides the rights to attend GMS and have 1 (one) vote for one share. It is identified in Bank's Articles of Association Deed No. 14 dated 8 April 2022 article 13.3 and Rule of GMS.
Rule of Conduct of 2024 AGM and Rule of Conduct of 2023 AGM which published in CIMB Niaga's website and in national newspaper 28 days before the GMS |
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| A.6 | Notice of AGMS | |||||||
| A.6.1 | Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? |
In the 2024 & 2023 AGM, every resolution only contain 1 (one) item, there's no bundling items. It is reflected in:
have been published through CIMB Niaga's website at the same day with the closing of the AGM and Stock Exchange's website by the next 2 working days after the 2024 & 2023 AGM as well as reported to OJK, IDX and other regulators. |
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| A.6.2 | Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local - language version? |
The CIMB Niaga's Notice of the most recent AGM/circulars were fully translated into English and published on the same date as the local language. Further, to ensure equitable treatment to all shareholders, CIMB Niaga published GMS's Announcement and Notice in 2 (two) versions, namely Indonesian and English. Both versions were publised in the same day.
2024 AGM held on 3 April 2024
2023 AGM held on 10 April 2023
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| Does the notice of AGM/circulars have the following details: | ||||||||
| A.6.3 | Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? |
CIMB Niaga disclosed the profile of candidate of BOD and/or BOC's members to CIMB Niaga's website at the same day with the publication of Notice of GMS which is 28 days before the GMS.
In the Notice of GMS was stated that the profile of candidate of BOD and/or BOC members are available in the CIMB Niaga's website. Material of 2024 AGM
Material of 2023 AGM |
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| A.6.4 | Are the auditors seeking appointment/re-appointment clearly identified? |
The information (CV and company profile) on proposed both Public Accountant and Public Accountant Firm was published and disclosed through CIMB Niaga's website at the same day with the publication of Notice of 2024 & 2023 AGM which is 28 days before the AGM.
In the Notice of GMS was stated that the information (CV and company profile) on proposed both Public Accountant and Public Accountant Firm are available in the CIMB Niaga's website. AGM 2024 AGM 2023 |
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| A.6.5 | Were the proxy documents made easily available? | 28 days prior to the GMS, proxy documents/Power of Attorney Form (Both Indonesia & English versions) were available at the Share Administration Bureau or download it from CIMB Niaga's website. | ||||||
| A.7 | Insider trading and abusive self-dealing should be prohibited. | |||||||
| A.7.1 | Are the directors / commissioners required to report their dealings in company shares within 3 business days? |
As regulated in the Conflict Management Policy, prior to the dealings in CIMB Niaga's shares, members of BOD, BOC and their family need to get clearence from Control Rooms.
After the dealings in CIMB Niaga's shares, members of BOD, BOC and their family are obliged to report their ownership and dealings at the latest 2 (two) business days since the ownership and/or dealings. |
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| A.8 | Related party transactions by directors and key executive | |||||||
| A.8.1 | Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? |
CIMB Niaga’s policies on Related Party Transactions, among others identified in:
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| A.8.2 | Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
CIMB Niaga's policies that requiring the BOD/BOC members to abstain from participating in the board discussion on a particular agenda when they are conflicted are identified, among others, in:
Articles of Association Deed No. 14 dated 8 April 2022: Art. 15.6 To perform the legal action in the form of transaction containing conflict of interest between the personal economic interest of the members of the BOD, BOC or the main shareholders with the economic interest of the Company, the BOD requires the approval of the GMS from the shareholders having no conflict of interest, in accordance with the laws and regulations in the capital market sector. Art. 15.7 In the event that the Company has and interest contradictory to the personal interest of a member of the BOD, then the Company will be represented by another member of BOD who does not have conflict of interest, and in the event that the Company has an interest contradictory to the interest of the entire members of the BOD, then in this matter, the Company will be represented by the BOC, one and the other things, without prejudice to the provisions of paragraph 15.6 Corporate Governance Policy, BOC Charter, BOD Charter CIMB Niaga should avoid conflict of interest. BOC and BOD must avoid any potential of having conflict of interest In the event of conflict of interest, members of the BOC and BOD are prohibited to take action. |
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| A.8.3 | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? |
CIMB Niaga's policies on loans to BOD and BOC members are included and disclosed in:
BOC Charter The BOC and their families and other affiliated parties must not borrow money from the Bank. BOD Charter Members of the BOD, family and their related parties may receive loan from the Bank by considering that the loan shall be provided following the normal pricing policy and conditions as is conducted to the third parties of the Bank. Credit Policy (Kebijakan Pokok Perkreditan) & Commercial Credit Policy Loan to related party should obtain BOC’s approval, in accordance with prevailing regulations (internal & external) and being monitored. Credit Authority Policy Loan to related parties must be approved by authorized credit approval and BOC 2023 Annual Report page 430 & 444. |
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| A.9 | Protecting minority shareholders from abusive actions | |||||||
| A.9.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? | In CIMB Niaga's 2023 Annual Report page 231 and 537 it was disclosed that all transactions with related parties are conducted with normal pricing and conditions (arms-length). | ||||||
| A.9.2 | In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? |
CIMB Niaga's Articles of Association Deed No. 14 dated 8 April 2022 article 13.5 identified the GMS shall approve conflict of interest transactions, with the following procedures:
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| PART | CRITERIA | EXPLANATION |
|---|---|---|
| B.1 | Sustainability-related disclosure should be consistent, comparable and reliable, and include retrospective and forward-looking material information that a reasonable investor would consider important in making an investment or voting decision. | |
| Material Sustainability-related information should be specified | ||
| B.1.1 | Does the company identify/report ESG topics that are material to the organization’s strategy? |
CIMB Niaga identified & disclosed ESG topics that are material to the organisation strategy into 12 material topics, which consists of:
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| B.1.2 | Does the company identify climate change as an issue? |
CIMB Niaga identified & disclosed ESG topics that are material to the organisation strategy into 12 material topics, which consists of:
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| B.1.3 | Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)? |
CIMB Niaga discloses its information in compliance with Financial Services Authority Regulation (POJK) No. 51/POJK.03/2017 regarding the Implementation of Sustainable Finance and the Preparation of Sustainability Reports. This Sustainability Report is also prepared in reference to several frameworks and standards such as the Global Reporting Initiative (GRI),GRI-G4 Financial Services Sector Supplement, Task Force on Climate-related Financial Disclosures (TCFD), Sustainability Accounting Standard Board (SASB) for the Financial Services Sector, Sustainable Banking Assessment (SUSBA)by the World Wide Fund (WWF), Sustainable Development Goals (SDGs), Global Investors for Sustainable Development (GISD) Alliance, and ASEAN Corporate Governance Scorecard (ACGS).
2023 Sustainability Report page 36 |
| If a company publicly sets a sustainability-related goal or target, the disclosure framework should provide that reliable metrics are regularly disclosed in an easily accessible form | ||
| B.1.4 | Does the company disclose quantitative sustainability target? | CIMB Niaga diclose quantitative sustainability target and the performance progress/achievement in 2023 Sustainability Report page 58 - 61, 77, 81, 105. |
| B.1.5 | Does the company disclose sustainability-related performance progress in relation to its previously set targets? | CIMB Niaga diclose quantitative sustainability target and the performance progress/achievement in 2023 Sustainability Report page 58-61, 77, 81, 105. |
| B.1.6 | Does the company confirm that its Sustainability Report/Reporting is reviewed and/or approved by the Board or Board Committee? |
CIMB Niaga sustainability report including Sustainable Finance Action Plan (RAKB) is reviewed and approved by the BOD and BOC assisted by Audit Committee and Risk Oversight Committee. This includes reviewing reports on the Sustainable Business Activity Category (KKUB) portfolio, reports based on the Green Social Sustainability Impact Products & Services (GSSIPS) framework, and risk management reports based on business sectors within the Indonesian Green Taxonomy (THI). Bank’s sustainability performance report is presented regularly, at least twice a year, to the Board of Directors, the Audit Committee, and the Board of Commissioners. The report includes monitoring the achievement of current-year sustainability targets, the realization of strategies and RAKB, sustainable finance risks, and various sustainability initiatives implemented by Bank. 2023 Sustainability Report page 93 and 95. In addtion, 2023 Sustainability Report contains Responsibility Statement signed by BOD & BOC |
| B.2 | Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters | |
| B.2.1 | Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? |
CIMB Niaga engage internal and external shareholders to exchange views and gathering feedback to enhance ESG performance, ultimately impacting economic performance. Bank identifies stakeholders based on their proximity and power, allowing for mutual influence and collaboration.
2023 Sustainability Report page 37-48, 110-112. |
| B.2.2 | Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? |
CIMB Niaga engage internal and external shareholders to exchange views and gathering feedback to enhance ESG performance, ultimately impacting economic performance. Bank identifies stakeholders based on their proximity and power, allowing for mutual influence and collaboration.
2023 Sustainability Report page 37-48, 110-112. |
| B.3 | The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climate-related physical and transition risks | |
| B.3.1 | Does the company disclose that the board reviews on an annual basis that the company's capital and debt structure is compatible with its strategic goals and its associated risk appetite? |
CIMB Niaga's capital and debt requirements are annually planned, discussed, and monitored by the Board of Directors and the Board of Commissioners, supported by data analysis. Management has prepared a foundation for establishing capital and debt structure policies based on several factors, including economic forecasts, business growth potential, risk appetite, stress test results, and capital ratio targets.
2023 Annual Report page 223 2023 Sustainability Report page 94 |
| B.4 | The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co- operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises | |
| Does the company disclose a policy and practices that address : | ||
| B.4.1 | The existence and scope of the company's efforts to address customers' welfare? |
CIMB Niaga supports MSME sector business growth by offering three financing products: working capital financing, investment financing, and supply chain financing.
2023 Sustainability Report page 71 |
| B.4.2 | Supplier/contractor selection procedures? |
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| B.4.3 | The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
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| B.4.4 | The company's efforts to interact with the communities in which they operate? | As reported in 2023 Sustainability Report page 80 -90, CIMB Niaga supports the achievement of Sustainable Development Goals and strives to have a positive impact in surrounding communities to achieve ‘no one left behind’ which consists of 4 pillars, namely: Education, Health and Community Well Being, Economic Empowerment, Climate and Environment. |
| B.4.5 | The company's anti-corruption programmes and procedures? |
As reported in 2023 Annual Report page 535-537 and 2023 Sustainability Report page 107, CIMB Niaga's anti-corruption programmes and procedures are identified in:
Anti-Bribery & Corruption Policy
The Bank's principles in supporting anti-corruption practices, anti-corruption commitments, the responsible parties and programs to prevent corruption practices, prohibition on gratification and political contributions and provisions on sanctions.
Whistleblowing Policy The Bank runs the Whistleblowing System that since 2017 is managed by a professional and independent third party, namely PT. Deloitte Advis Indonesia (Deloitte) to provide facilities and officers in receiving reports related to alleged violations that will be forwarded to CIMB Niaga. Integrity, one of the core value of the Bank, has a meaning that the Bank will not tolerate any acts contrary to this value. The Bank firmly believes in acting professionally, fairly and with integrity in all its business dealings and relationships. |
| B.4.6 | How creditors' rights are safeguarded? |
CIMB Niaga has established its Policy of Fulfillment of Creditor's Rights, which stated:
2023 Annual Report page 548 |
| B.4.7 | Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? | CIMB Niaga issued 2023 Sustainability Report which prepared based on OJK Regulation No. 51/POJK.03/2017, GRI Standard Framework GRI-G4 Financial Services Sector Supplement, TCFD, SASB, SUSBA, SDGs, GISD and ACGS, and this report in accordance with International Standard on Assurance Engagements (ISAE) 3000 standards. |
| B.5 | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | |
| B.5.1 | Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
CIMB Niaga ensures that all stakeholders have the same opportunity and easy access to voice their concerns and/or complaints to the Bank. The Bank provides many channels such as: (i) Branch offices, (ii) Phone-banking 14041, (iii) Dedicated email, (iv) Bank's social media accounts such as face book and twitter, (v) Dedicated access to receive whistle blowing, i.e. through mail, SMS, and email, (vi) Dedicated whistleblowing access managed by PT Deloitte Advis Indonesia: Website, E-mail, Telephone, SMS & WA, Facsimile and Mail
All the contact details are disclosed in Bank’s website (Contact Us & Support), 2023 Annual Report and branch offices |
| B.6 | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | |
| B.6.1 | Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? |
As reported in 2023 Sustainability Report page 51-55, CIMB Niaga recognizes that workforce management is a key element of business strategy implementation. This is exemplified by Bank’s work culture of Enabling Talent, Passion, Integrity & Accountability, Collaboration, Customer Centricity (EPICC). The EPICC culture aligns with Bank’s commitment to create a working environment that prioritizes, respects, and upholds Human Rights. The results of the 2023 Organizational Health Index (OHI) survey indicate that Bank has risen to the top 10% of companies with a score of 91, marking a 6-point increase compared to the previous year.CIMB Niaga recognizes that workforce management is a key element of business strategy implementation. This is exemplified by Bank’s work culture of Enabling Talent, Passion, Integrity & Accountability, Collaboration, Customer Centricity (EPICC). The EPICC culture aligns with Bank’s commitment to create a working environment that prioritizes, respects, and upholds Human Rights. The results of the 2023 Organizational Health Index (OHI) survey indicate that Bank has risen to the top 10% of companies with a score of 91, marking a 6-point increase compared to the previous year.
All related policies and detailed practices are explained in the Sustainability Report. In addition, in 2023 Annual Report page 383-386 also explained the Bank's policy on human resources welfare, including remuneration, enggagement, and industrial relationship |
| B.6.2 | Does the company explicitly disclose the policies and practices on training and development programmes for its employees? |
CIMB Niaga manages and develops HR competencies with the support of an integrated approach that is specifically designed to take into account employee needs, organizational and business goals in the short and long term as stipulated in Policy on Training and Development Programs for Employee. Human resource competency development is accomplished through three main principles, which are: experience, exposure, and education.
Every employee has an equal opportunity to advance and develop based on their respective potentials, interests, skills, and available/open opportunities in line with the needs of the organization. CIMB Niaga learns how to navigate the new normal with consistency as the Bank transitions into a hybrid pattern with a combination of online and offline/in-class (offline) learning methods, but without ignoring the use of e-learning methods. The Compulsory Certification Program, Development Program, Apprenticeship Program, Acceleration Program, Digital & Data Program, Sharia, Sales & Credit Program (including restructuring programs), Online Learning (Learning on the Go), and Virtual Reality (VR) Learning were the focus of learning throughout the year. The education and training programs offered by the Bank included three program models: academy, coaching mentoring- sharing sessions, and online learning. Detailed explanation is disclosed in 2023 Annual Report page 372-387, 107-110 and 2023 Sustainability Report page 46, 115-116, 132-134. |
| B.6.3 | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? |
The Bank has Remuneration Policy namely Risk Based Remuneration Policy which is formulated based on an integral part of the Bank’s financial capabilities and implemented based on competitive, fair and risk-based principles in line with the directions and policies of the OJK. It covers, including:
2023 Annual Report page 227-228 and 462-468 |
| B.7 | Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this | |
| B.7.1 | Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report |
CIMB Niaga has Whistleblowing Policy and gradually made improvement of it, both in: reporting mechanism, by appointing PT Deloitte Advis Indonesia, independent party to manage Bank’s whistleblowing system, socialization mechanism, through periodic email blast, etc. CIMB Niaga ensures the protection to the reporting party, witnesses and reporters, among others the protection of identity confidentiality, providing facilities that are possible under applicable law, as well as protection from counterattack by the reported party.
The detail of access to submit complaints and contact details are regularly disseminated to all employees through email and clearly disclosed in 2023 Annual Report page 555-557 and 2023 Sustainability Report page 107-108 |
| B.7.2 | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? |
CIMB Niaga has Whistleblowing Policy and gradually made improvement of it, both in: reporting mechanism, by appointing PT Deloitte Advis Indonesia, independent party to manage Bank’s whistleblowing system, socialization mechanism, through periodic email blast, etc. CIMB Niaga ensures the protection to the reporting party, witnesses and reporters, among others the protection of identity confidentiality, providing facilities that are possible under applicable law, as well as protection from counterattack by the reported party.
The detail of access to submit complaints and contact details are regularly disseminated to all employees through email and clearly disclosed in 2023 Annual Report page 555-557 and 2023 Sustainability Report page 107-108 |
| PART | CRITERIA | EXPLANATION |
|---|---|---|
| C.1 | Transparent Ownership Structure | |
| C.1.1 | Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? | Information on shareholding covers the information of ultimate shareholders, Top 20 shareholders, >5% shareholdings and shareholdings by BOC and BOD members. The information were included in 2023 Annual Report page 111-116 & 118 and Bank's website in Shareholding Structure. |
| C.1.2 | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? | 2023 Annual Report page 118 disclosed CIMB Group corporate structure, including the Ultimate Shareholders of CIMB Niaga as well as in the Bank's website in Group Structure and Shareholding Structure |
| C.1.3 | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
CIMB Niaga established Conflict Management Policy, required BOC, BOD members and Employee to report to Control Room of CIMB Niaga before they conduct dealing transactions with CIMB Niaga's and/or CIMB Group's shares. Control Room of CIMB Niaga will review and ensure that there are no indication of insider trading and/or conflict of interest on such transactions. The respective BOC, BOD members and Employee are also required to notify Control Room maximum 2 working days after the transactions.
CIMB Niaga 2023 Annual Report page 113-115 disclose CIMB Niaga's shareholding and CIMB Niaga's shares transactions by members of BOC and BOD as well as in the Bank's website in a target="_blank" class="report-link" href="http://investor.cimbniaga.co.id/gcg/stock_trans_mgmt.html">Share Transaction and Ownership by the BOC & BOD | .
| C.1.4 | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? | CIMB Niaga established Conflict Management Policy, required BOC, BOD members and Employee to report to Control Room of CIMB Niaga before they conduct dealing transactions with CIMB Niaga's and/or CIMB Group's shares. Control Room of CIMB Niaga will review and ensure that there are no indication of insider trading and/or conflict of interest on such transactions. The respective BOC, BOD members and Employee are also required to notify Control Room maximum 2 working days after the transactions. Share ownership by Senior Management are dislosed through Bank's website. |
| C.1.5 | Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? |
2023 Annual Report page 120-122 disclosed the Bank's corporate structure, profile of parent company (CIMB Group) and Bank's subsidiaries. The Bank didn't have any Associates, Joint Ventures and SPV. The information are available also in the Bank's website in Group Structure and Affiliates. |
| C.2 | Quality of Annual Report | |
| Does the company's annual report disclose the following items: | ||
| C.2.1 | Corporate Objectives | Vision: to be the leading ASEAN Company Mission: to provide universal banking services in Indonesia as a high-performing, institutionalised and integrated company located in ASEAN and key markets beyond, and to champion the acceleration of ASEAN integration and the region’s links to the rest of the world. CIMB Niaga's vision, mission, company's culture and key values were disclosed in 2023 Annual Report page 68. While the disclosure of financial performance target and realisations are on page 224-225 of 2023 Annual Report. |
| C.2.2 | Financial Performance indicators |
Financial performance indicators for the last two and five years can be found in 2023 Annual Report page 3 , 10-13 and 15-18.
The review on financial performance realisation against the target can be found in the 2023 Annual Report page 224-225 The last 12 years of CIMB Niaga's Annual Reports can be accessed through CIMB Niaga's website. |
| C.2.3 | Non-Financial Performance indicators | CIMB Niaga also uses non-financial indicators to measure the success and sustainability of its business. These include: customers satisfactory survey, customers complaints, employee turnover ratio, Bank's contribution to the environment and society. Such indicators were disclosed in the 2023 Annual Report page 11-13, 140-145 and 154-184 |
| C.2.4 | Dividend Policy |
Dividend policy was disclosed in 2023 Annual Report page 226
CIMB Niaga is allowed to distribute a minimum of 20% (twenty percent) of the annual net income as dividends (payout ratio), after taking into account the Bank’s financial performance, its Capital Adequacy Ratio (CAR) after the distribution of the dividend, other investment projects, the Bank’s soundness level, and others. The Bank can only distribute dividends if the Bank posts net profit and has a positive profit balance after taking into account the reserves that must be established as required by the Limited Liability Companies Law. |
| C.2.5 | Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners | Profile of all members of BOC and BOD (covers age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) can be accessed through Bank's website in BOC Profile, BOD Profile and also being disclosed in CIMB Niaga's 2023 Annual Report page 80-91. |
| Corporate Governance Confirmation Statement | ||
| C.2.6 | Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? |
In the 2023 Annual Report page 587 it was disclosed the Statement of Implementation of Good Corporate Governance Principles of the Bank.
In 2023, the management and employees of the Bank state that in conducting its business activities, the Bank has implemented good corporate governance principles and there are no material breaches to the prevailing laws and regulations. The management and employees remain committed to continuously improve good corporate governance practices that are transparent, accountable, responsible, and independent, with due observance to an equality and fairness that is sustainable in order to achieve the Bank's business objectives. |
| C.3 | Remuneration of Members of the Board and Key Executives | |
| C.3.1 | Is there disclosure of the fee structure for non-executive directors / commissioners? |
In CIMB Niaga's 2023 Annual Report page 461-468, it was disclosed the remuneration policy for members of BOC and BOD, including the procedure, indicator and structure of remuneration as regulated in Bank's Risk Based Remuneration Policy. Additionally, in page 227-228 disclosed Bank's policy on Management Employee Stock Ownership Program.
The establishment of structure, policy and value of remuneration of each BOC and BOD member were conducted by considering duties, authorities, performance and responsibilities of BOC and BOD, peers group remuneration, Bank's performance, Director's individual performance and Bank's capabilities. The remuneration for members of BOC and BOD was approved by Shareholders through AGM. |
| C.3.2 | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each non-executive director/commissioner? | |
| C.3.3 | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? | |
| C.3.4 | Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]? | |
| C.4 | Disclosure of related party transactions (RPT) | |
| C.4.1 | Does the company disclose its policy covering the review and approval of material RPTs? |
In the 2023 Annual Report page 230-233 & 537, it was disclosed that the provision of funds for the CIMB Niaga’s related parties (including the BOC, BOD, Executive Officers and other related and/or affiliated parties) is conducted properly with the fair market price and normal commercial terms (arm’s length) in accordance with Commercial Credit Policy and Consumer Credit Policy of the Bank.
The policy of Related Party Transaction, including:
|
| C.4.2 | Does the company disclose the name, relationship, nature and value for each material RPTs? | In the 2023 Annual Report page 230-233 & 537, it was disclosed that in 2023 CIMB Niaga conducted several transactions with related parties. The disclosure included the name, relationship, and nature of related party transactions. |
| C.5 | Directors and Commissioners dealings in the shares of the company | |
| C.5.1 | Does the company disclose trading in the company's shares by insiders? |
In the 2023 Annual Report page 113-115 it was disclosed the trading in the CIMB Niaga's shares by members of BOC and BOD during the year
Disclosure on Conflict Management Policy (including Insider Trading) of CIMB Niaga can be found on 2023 Annual Report page 550 |
| C.6 | External Auditor and Auditor Report | |
| Where the same audit firm is engaged for both audit and non-audit services | ||
| C.6.1 | Are the audit and non-audit fees disclosed? |
For the audit of 2023 financial statements, CIMB Niaga engaged Public Accountant Firm Tanudiredja, Wibisana, Rintis & Rekan.
In the 2023 Annual Report page 524-525, it was disclosed the audit and non-audit fees for the year 2023. The Non audit fee for 2023 was not exceed the audit fee. |
| C.6.2 | Does the non-audit fee exceed the audit fees? | |
| C.7 | Medium of Communications | |
| Does the company use the following modes of communication? | ||
| C.7.1 | Quarterly Reporting | CIMB Niaga published its financial statement quaterly through national newspapers, Stock Exchange's website and Bank's website in Quarterly Financial Report. The financial statement for the period of 1st - 3rd quater (non-audited) shall be published no later than 1 month after the end of the report period. While for annual financial statements (audited) shall be published no later than 3 months after the end of the report period. |
| C.7.2 | Company Website | As stipulated in the Policy of Communication with Shareholders or Investors CIMB Niaga recognizes the importance of continuous communication with its investors, customers, shareholders and other stakeholders. CIMB Niaga is committed to perform complete, fairly, timely and correct disclosure. Therefore, we ensures that all stakeholders can easily access the information about CIMB Niaga through Website, which contains the information on CIMB Niaga's profile, products and services, financial statements, annual report, implementation of GCG. CIMB Niaga's website is available both in Indonesia and English version. |
| C.7.3 | Analyst's briefing | As stated in the Policy of Communication with Shareholders or Investors, CIMB Niaga invites investor, analists and other stakeholders regularly, to attend Analyst Meeting which held every 3 months, after the publication of Quaterly Financial Statements. Analyst meeting is one of CIMB Niaga's communication channels to its stakeholders as well as the implementation of transparency performed by CIMB Niaga. The materials of Analyst Meeting can be accessed through CIMB Niaga's website in Analyst Presentation. |
| C.7.4 | Media briefings/press conferences | CIMB Niaga invites media regularly to the monthly discussion with media to discuss interesting topics in market/banking industry, Public Expose of CIMB Niaga held once a year, and to the General Meeting of the Shareholders every year. In addition, CIMB Niaga also invites media to communicate the activities held by the CIMB Niaga, such as new products and services launched, new branches, achievements or recognation received, etc. Press releases on such activities are also prepared and distributed to the media. Meeting the media and press release are CIMB Niaga's communication tools with the stakeholders as stitpulated in the Policy of Communication with Shareholders or Investors. It is also one of a proof of transparency implemented by CIMB Niaga. Press releases issued by CIMB Niaga can be accessed through our website. |
| C.8 | Timely filing/release of annual/financial reports | |
| C.8.1 | Are the audited annual financial report / statement released within 120 days from the financial year end? |
CIMB Niaga's 2023 Financial Statements (audited) was issued on 19 February 2024, i.e. 50 days from the financial year end, as shown in 2023 Annual Report page 605-614 (Directors' Statement and Independent Auditors' Report).
It was issued and submitted to IDX and disclosed to public via Bank's website on 21 February 2024, i.e. 52 days from the financial year end, as shown in the link of Investors News https://investor.cimbniaga.co.id/news.html/id/2478481 and https://investor.cimbniaga.co.id/news.html/id/2478499 |
| C.8.2 | Is the annual report released within 120 days from the financial year end? | 2023 Annual Report and Sustainability Report were published on 3 March 2024, i.e 63 days from the financial year end as shown in 2023 Annual Report page 56-57 and in the link https://investor.cimbniaga.co.id/news.html/id/2481726 |
| C.8.3 | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? | CIMB Niaga's 2023 Annual Report page 606 contain the statements from the Board of Directors on the responsibility for the consolidated financial statements, stated that CIMB Niaga and its subsidiaries' consolidated financial statements have been prepared and presented in accordance with Indonesian Financial Accounting Standards, all information has been disclosed in a complete and truthful manner, the consolidated financial statements do not contain any incorrect information or material facts, nor fo they omit information or material facts. |
| C.9 | Company Website | |
| Does the company have a website disclosing up-to-date information on the following: | ||
| C.9.1 | Financial statements/reports (latest quarterly) | The monthly and quaterly financial reports can be accessed through CIMB Niaga's website. The Monthly Financial Reports are available for the last 6 years, while the Quaterly Financial Reports are available for the last 9 years. |
| C.9.2 | Materials provided in briefings to analysts and media | The Analyst Meeting materials (Analyst Presentation) of CIMB Niaga can be accessed through CIMB Niaga's website. It is available for the last 8 years |
| C.9.3 | Downloadable Annual Report | The Annual Report of CIMB Niaga can be accessed and downloaded through CIMB Niaga's website. The Annual Reports are available for the last 12 years |
| C.9.4 | Notice of AGM and/or EGM | In CIMB Niaga's website particularly at the General Meetings of the Shareholders (GMS) menu, it containts all information related to the AGMs and/or EGMs held by CIMB Niaga, including Announcement of the AGMs and/or EGMs, Notice of the AGMs and/or EGMs, Agenda of the AGMs and/or EGMs, Materials and Explanations of AGMs and/or EGMs' agenda, Rule of AGMs and/or EGMs, Publication of Results of AGMs and/or EGMs, Resume and Minutes of AGMs and/or EGMs. |
| C.9.5 | Minutes of AGM and/or EGM | In CIMB Niaga's website particularly at the General Meetings of the Shareholders (GMS) menu, it containts all information related to the AGMs and/or EGMs held by CIMB Niaga, including Announcement of the AGMs and/or EGMs, Notice of the AGMs and/or EGMs, Agenda of the AGMs and/or EGMs, Materials and Explanations of AGMs and/or EGMs' agenda, Rule of AGMs and/or EGMs, Publication of Results of AGMs and/or EGMs, Resume and Minutes of AGMs and/or EGMs. |
| C.9.6 | Company's constitution (company's by-laws, memorandum and articles of association) | CIMB Niaga also uploaded its latest Articles of Association at CIMB Niaga's website, so as it is easily being accessed by related stakeholders. |
| C.10 | Investor Relations | |
| C.10.1 | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? | The website of CIMB Niaga discloses the contact details of its Corporate Secretary and Investor Relations, namely the address, phone number, fax number, email addreess and social media address in IR Contact. |
| PART | CRITERIA | EXPLANATION |
|---|---|---|
| D.1 | Board Duties and Responsibilities | |
| Clearly defined board responsibilities and corporate governance policy | ||
| D.1.1 | Does the company disclose its corporate governance policy / board charter? | CIMB Niaga's Corporate Governance Policy is manifested through Articles of Association Deed No. 14 dated 8 April 2022, Corporate Governance Policy, BOC Charter, Code of Ethics & Conduct, BOD Charter and other internal policies. All documents are easily downloaded through CIMB Niaga's website, particularly from the Corporate Governance menu. The Board of Commissioners, Sharia Supervisory Board, Board of Directors and all employees of CIMB Niaga are committed to consistently implement the Corporate Governance principles and best practices, so as it will create added value and provide high trust from the stakeholders on CIMB Niaga's efforts to achieve the target and objective. |
| D.1.2 | Are the types of decisions requiring board of directors/commissioners' approval disclosed? |
Types of decisions requiring BOD/BOC' approval are disclosed in:
|
| D.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated? | The roles and responsibilites of BOC and BOD were clearly declared in the CIMB Niaga's: |
| Corporate Vision/Mission | ||
| D.1.4 | Does the company have an updated vision and mission statement? |
Vision, Mission and Core Values of CIMB Niaga can be accessed through Bank's website and mentioned in the Bank's Corporate Governance Policy and 2023 Annual Report page 68-69
Vision, Mission and Core Values of CIMB Niaga must be reviewed at least once a year. Latest review were performed on 8 December 2023 by Bank's management. |
| D.1.5 | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? |
The Roles and Responsibilities of BOD are described in BOD Charter. BOD is responsible to develop, review, monitor and oversee Bank’s strategy, which performed through several actions as follows:
|
| D.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? | |
| D.2 | Board Structure | |
| Code of Ethics or Conduct | ||
| D.2.1 | Are the details of the code of ethics or conduct disclosed? | CIMB Niaga's Code of Ethics and Code of Conduct can be easily accessed through Bank's website and web-based application Learning on the Go (for internal purpose only) |
| D.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code/s? |
In 2023 Annual Report page 543-546, CIMB Niaga's Code of Ethics and Code of Conduct applies for all members of BOC, BOD and employee (both permanent and contract employee).
Every year, the respective BOC, BOD and employee must read and re-confirm their compliance (attestation) with CIMB Niaga's Code of Ethics & Code of Conduct, through HR System. |
| D.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? |
HR shall ensure that CIMB Niaga's Code of Ethics & Code of Conduct was diseminated and implemented through various programs such as blast emails, Code of Ethics & Code of Conduct e-learning modul via Learning on the Go, employee attestation, etc.
Code of Ethics & Code of Conduct implementation is monitored in accordance with the provisions in the Disciplinary Policy & Determination of Sanctions for Violations and the number of violations occuring throughout 2023 have been reported in the 2023 Annual Report page 543-546. The CIMB Niaga also has whistleblowing system as a medium to report violations of Code of Ethics & Code of Conduct as well as strict sanctions for the violators. |
| Board Structure & Composition | ||
| D.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
At least 50% of BOC members of CIMB Niaga are Independent Commissioners, it is in accordance with our BOC Charter. The composition of BOC members can be accessed through Bank's website in BOC Profile, and 2023 Annual Report page 425 & 437-438. |
| D.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/commissioners? 1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
BOC Charter & Diversity Policy requires the term of office of Independent Commissioner is 2 consecutive periods or maximum 9 years as stated in 2023 Annual Report page 425 & 437-438. |
| D.2.6 | Has the company set a limit of five board seats that an individual independent/ non-executive director/ commissioner may hold simultaneously? |
BOC Charter regulates that members of BOC can only hold concurrent position as:
BOD Charter regulates that members of BOD can only hold concurrent position as: BOC member, to conduct functional function, at non-bank subsidiary controlled by the Bank, as long as such position will not neglecting the implementation of duties and responsibilities of respective BOD member. List of concurrent position for each member of BOC and BOD were disclosed in 2023 Annual Report page 80-88. |
| D.2.7 | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
There is no member of BOD whom has concurrent position at other company outside of the CIMB Group's, except to perform functional function as BOC member at non-bank subsidiary, controlled by the Bank.
List of concurrent position for each member of BOC and BOD were disclosed in 2023 Annual Report page 80-88. |
| Nomination Committee (NC) | ||
| D.2.8 | Does the company have a Nominating Committee? |
CIMB Niaga has NRC which responsible to assist the implementation of duties and responsibilites of BOC related to providing recommendation on nomination and remuneration of members of BOC, BOD, Sharia Supervisory Board and members of Committees at BOC level as well as the overall framework on remuneration of Executive Officers and employee of the Bank, in accordance with GCG principles. (NRC Charter)
Chairman: Sri Widowati (Independent Commissioner) Member : Glenn M. S. Yusuf (Vice President Commissioner (Independent)) Member : Didi Syafruddin Yahya (President Commissioner) Member : Nora Joice Kimbal (Executive Officer - HR) - (Non Director and Non Commissioner) |
| D.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? |
NRC consists of 4 (four) members:
The NRC composition is in compliance with OJK regulation No. 17 on 2023 regarding implementation of good corporate governance for Commercial Banks. (BOC Committees) |
| D.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? | Chairman of CIMB Niaga's NRC is Ms. Sri Widowati, Independent Commissioner of the Bank. (BOC Committees) |
| D.2.11 | Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? | The NRC Charter and composition of NRC member can be accessed through CIMB Niaga's website. |
| D.2.12 | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | NRC Charter: NRC Meeting shall be held based on Bank's need, minimum once in 3 (three) months. In 2023, NRC held 9 meetings. Total meeting, attandances of NRC members in the meeting and the realisation of duties of NRC in 2023 were disclosed in CIMB Niaga's 2023 Annual Report page 486-487. |
| Remuneration Committee (RC) /Compensation Committee | ||
| D.2.13 | Does the company have a Remuneration Committee? |
CIMB Niaga has NRC which responsible to assist the implementation of duties and responsibilites of BOC related to providing recommendation on nomination and remuneration of members of BOC, BOD, Sharia Supervisory Board and members of Committees at BOC level as well as the overall framework on remuneration of Executive Officers and employee of the Bank, in accordance with GCG principles. (NRC Charter)
Chairman: Sri Widowati (Independent Commissioner) Member : Glenn M. S. Yusuf (Vice President Commissioner (Independent)) Member : Didi Syafruddin Yahya (President Commissioner) Member : Nora Joice Kimbal (Executive Officer - HR) - (Non Director and Non Commissioner) |
| D.2.14 | Is the Remuneration Committee comprised of a majority of independent directors/commissioners? |
NRC consists of 4 (four) members:
The NRC composition is in compliance with OJK regulation No. 17 on 2023 regarding implementation of good corporate governance for Commercial Banks. (BOC Committees) |
| D.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | Chairman of CIMB Niaga's NRC is Ms. Sri Widowati, Independent Commissioner of the Bank. (BOC Committees) |
| D.2.16 | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? | The NRC Charterand composition of NRC member can be accessed through CIMB Niaga's website. |
| D.2.17 | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | NRC Charter: NRC Meeting shall be held based on Bank's need, minimum once in 3 (three) months. In 2023, NRC held 9 meetings. Total meeting, attandances of NRC members in the meeting and the realisation of duties of NRC in 2023 were disclosed in CIMB Niaga's 2023 Annual Report page 486-487 |
| Audit Committee (AC) | ||
| D.2.18 | Does the company have an Audit Committee? |
CIMB Niaga has Audit Committee which responsible to assist the implementation of duties and function of BOC in supervising the implementation of BOD function to be accordance with GCG principles, particularly to supervise and evaluate the audit plan and execution, supervise the follow up on audit findings in order to assess the adequacy of internal control, assess the adequacy of financial reporting, and to provide recommendation to BOC on the appointment and removal of external auditor. (AC Charter)
Chairman : Dody Budi Waluyo (Independent Commissioner) Member :
|
| D.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
Audit Committee has 4 (four) members who all of them are Independent to the Bank, namely: 1 (one) Chairman: Independent Commissioner 3 (three) members: an Independent Commissioner and 2 Independent Parties It is disclosed in Bank's website in BOC Committees |
| D.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? | The Chairman of CIMB Niaga's Audit Committee is Mr. Dody Budi Waluyo, Independent Commissioner of the Bank. It is disclosed in Bank's website in BOC Committees |
| D.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | The Audit Committee Charter and composition of membership can be accessed through CIMB Niaga's Website. |
| D.2.22 | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
Several members of CIMB Niaga's Audit Committee have experience and/or qualification in accounting, such as: Mr. Dody Budi Waluyo, Ms. Endang Kussulanjari S. & Ms. Angelique Dewi Daryanto who holds Bachelor's Decree in Economics and has held various positions in OJK and Public Accountant.
he profile of Audit Committee members are disclosed in Bank's website in BOC Committees |
| D.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? |
CIMB Niaga's Audit Committee Charter that Audit Committee meeting must be held at least once a month. In 2023, Audit Committee has 13 meetings. Total meeting, attendance of the meeting and the implementation of Audit Committee function in 2023 are disclosed in 2023 Annual Report page 475-476. |
| D.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | CIMB Niaga's Audit Committee Charter stated that Audit Committee responsible to review and provide the recommendation to BOC on the appointment and removal of Public Accountant whom will audit Bank's financial report. |
| D.3 | Board Processes | |
| Board Meetings and Attendance | ||
| D.3.1 | Are the board of directors meeting scheduled before the start of financial year? | Schedule of BOC meeting, BOD meeting, BOC and BOD joint meeting were tabled before the current year and uploaded to the CIMB Niaga's website. The policy on it is determined in the BOC Charter, BOD Charter and 2023 Annual Report page 431-434 & 445-453. |
| D.3.2 | Does the board of directors/commissioners meet at least six times during the year? |
BOC Charter: BOC Meeting shall be held minimum once in 2 months and the joint meeting of BOC inviting BOD shall be held at least once in 4 months
BOD Charter: BOD Meeting shall be held minimum once a month and the BOD must hold joint meetings of the BOD and the BOC periodically at least once in 4 months The BOC and BOD meetings held in 2023 are as follows: BOC Meetings:
BOD Meetings:
The agenda and attendance of the meetings are disclosed in 2023 Annual Report page 431-434 & 445-453. |
| D.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? | BOC Charter: Each member of the BOC shall attend the Meeting no less than 75% in a year BOD Charter: At least 75% of BOD meetings in a year must be attended by all members of the BOD In 2023, the attendance frequency of each members of BOC and BOD in BOC and BOD meetings were at least 75%. The attendance frequency of the meetings are disclosed in 2023 Annual Report page 431-434 & 445-453. |
| D.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | As stated in the BOC Charter, BOD Meeting is valid and entitled to take legal and binding decision if attended/represented by more than 2/3 (two-thirds) of the total members of the BOD and the decision is agreed at least by 2/3 of BOD members who present in the Meeting. So as in the BOD Charter, BOC Meeting shall be valid and entitled to adopt binding resolution if attended/represented by at least 2/3 (two-third) of the total number of the BOC's members and the decision is agreed by 2/3 BOC members who present in the Meeting. |
| D.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? | Based on Articles of Association Deed No. 14 dated 8 April 2022 article 19 (1) : BOC meeting to be held at least once in 2 (two) months based on determined schedule. BOC Charter stated that BOC meeting to be held at least once in 2 (two) months. In 2023, CIMB Niaga held 8 BOC Meetings. List of attendance of each BOC member in the 2023 BOC Meeting can be found in 2023 Annual Report page 434 |
| Access to Information | ||
| D.3.6 | Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? | BOC Charter stated that the materials of the BOC meeting are provided to the meeting attendances at least five business days in advance of the BOC meeting. As well as BOD Charter stated that the materials of the BOD meeting shall provided to the meeting attendances at least five business days in advance of the BOD meeting, for regular agenda. |
| D.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
In the Corporate Governance Policy and 2023 Annual Report page 502-505, Corporate Secretary has function, including, to provide input to BOD and BOC on the implementation of GCG, information disclosures, implementation and documentation of GMS, organization of BOD and/or BOC meetings, implementation of orientation for BOD and/or BOC, and propose the agenda for BOC and BOD meetings.
Through Corporate Secretary, BOD and BOC can access the information needed, such as material of BOD and/or BOC meeting, new regulations on capital market and GCG issued by the regulators, which may help and support the implementation of duties and responsibilities of BOC and BOD. |
| D.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | CIMB Niaga's Corporate Secretary is Ms. Fransiska Oei, whom has suffecient qualification in law, she obtained Bachelor in Law from Trisaksti University and graduate from Business Law Course in Warnborough College, Oxford-UK. The CV of Corporate Secretary can be found in Bank's website. In addition, every year the Corporate Secretary actively joints various trainings, seminars and workshops with the topics relevant to her functions, so as to keep updated with the latest development and to support her function as Corporate Secretary. The list of trainings attended by Corporate Secretary in 2023 is determined in 2023 Annual Report page 502-505 & 132-133. |
| Board Appointment and Re-Election | ||
| D.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? | The requirements and criteria for new BOC and BOD members of CIMB Niaga are regulated inBOC Charter and BOD Charter as well as Nomination Policy for BOC and BOD. The criteria for new Director & Commissioner can be found also in 2023 Annual Report page 461-462 and Bank's website in BOC APPOINTMENT PROCESS & CRITERIA and BOD APPOINTMENT PROCESS & CRITERIA |
| D.3.10 | Did the company describe the process followed in appointing new directors/commissioners? | Nomination process of BOC and BOD of CIMB Niaga is regulated in Nomination Policy for BOC and BOD. It is also disclosed in the 2023 Annual Report page 461-462 as well as in Bank's website in BOC APPOINTMENT PROCESS & CRITERIA and BOD APPOINTMENT PROCESS & CRITERIA |
| D.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? 2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
CIMB Niaga's Articles of Association Deed No. 14 dated 8 April 2022 articles 14.2 and 17.3: members of BOC and BOD were appointed by GMS for term of service of 3 (three) years. After his/her tenure, the members of BOC and BOD can be re-appointed by GMS after going thorugh the nomination process. It is also regulated in BOC Charter, BOD Charter and Nomination policy for BOD and BOD. |
| Remuneration Matters | ||
| D.3.12 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
One of the agenda of AGM of CIMB Niaga is approved and determined the salary or honorarium and other benefits for BOC, BOD and Sharia Supervisory Board for the current year, and approved the BOD's tentiem/bonus for the previous year. The proposed salary or honorarium, other benefits and tentiem/bonus was reviewed by NRC before being proposed to the AGM. The Result of 2024 AGM & Result of 2023 AGM can be accessed through Bank's website.
Employee Performance Assessment Policy: The performance of employee (including senior executives) are assessed based on KPI, and the remuneration will be determined based on bis/her result of performance assessment. KPI assessment and remuneration of senior executive must be reviewed and approved by BOD. |
| D.3.13 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executive with long-term interests of the company, such as claw back provision and deferred bonuses? |
CIMB Niaga has Risk Based Remuneration Policy which is formulated based on an integral part of the Bank's financial capabilities and implemented based on competitive, fair and risk-based principles in line with the directions and policies of the OJK. It covers, including:
|
| Internal Audit | ||
| D.3.14 | Does the company have a separate internal audit function? | As stated in Corporate Governance Policy, CIMB Niaga established Internal Audit function as an independent unit. Internal Audit has a role to assists the Bank in achieving its objectives by evaluating and improving the effectiveness of risk management, internal control and governance processes. The details of Internal Audit role and responsibilities are determined in Internal Audit Charter. |
| D.3.15 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | Head of Internal Audit of CIMB Niaga is Antonius Gunadi. His profile is disclosed in 2023 Annual Report page 505-513. |
| D.3.16 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | The appointment and removal of the internal auditor of CIMB Niaga require the recommendation of the Audit Committee. Such requirement is stated in the Audit Committee Charter, i.e Audit Committee shall provide recommendation to BOC on the appointment, dimissal and performance assessment for Head of Intenal Audit. |
| Risk Oversight | ||
| D.3.17 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? |
The Bank’s Risk Management policy uses a comprehensive framework in accordance with the concept of Enterprise Wide Risk Management (EWRM) to manage risk in an integrated manner and to ensure alignment of risk appetite, business strategy and capital management.
EWRM components encompasses: Governance & Organization, Risk Appetite, Risk Management Process, Risk Management Infrastructure and Risk Culture, which lays the foundation for the Bank to achieve its objective to maximize shareholders value, manage capital comprehensively, ensure profitability and sustainable business growth. The design of EWRM Framework includes complementary "top-down strategies" and "bottom-up tactical" risk management approaches completed with policies and procedures which covering all significant risk areas for the Bank. As set forth in the Risk Management Policy No. B, Risk Management Policy and strategies (including EWRM) shall be reviewed, approved and evaluated by BOC at least once a year or more if necessary in particular where there are significant changes in factors affecting the Bank's business activities or regulatory changes. The complete disclosure can be found in 2023 Annual Report page 256-367, 476 & 529-531. |
| D.3.18 | Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? | Risk Management Committee is in charge for the overall risk management framework. The Committee is chaired by the President Director and consists of all members of the Board of Directors and several executive officers.
In addition to RMC, there are several other Executive Committees related to risk management to discuss specific risks in greater detail such as the Asset & Liability Committee (ALCO) to manage liquidity risk and interest rate in the banking book, and Credit Policy Committee (CPC) to discuss policies related to credit . The decisions made by ALCO and CPC shall be reported to RMC as disclosed in 2023 Annual Report page 496-502. Evaluation of risk management strategy implementation is conducted by BOC through Audit Committee and Risk Oversight Committee. It is disclosed in 2023 Annual Report page 482. In the CIMB Niaga's 2023 Annual Report page 476 and 529, it is disclosed that the BOC, assisted by the Audit Committee is in the opinion that CIMB Niaga has a sound internal control and risk management system in place, which includes tools for anticipating and managing risks, taking into account changes in the risk profile caused by changes in business strategy, external factors, and regulatory requirements. This is also evident in the effectiveness of internal control and risk management functions such as internal audit, compliance, financial control, and operational control. |
| D.3.19 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? |
In CIMB Niaga's Annual Report, particularly Risk Management Chapter page 256-367 and 525-529, it was disclosed that there are 9 (nine) key risk managed by the Bank, i.e. credit risk, market risk, liquidity risk, operations risk, strategic risk, compliance risk, legal risk, reputation risk and interest rate at banking book risk. In addition to that, Bank also manages other risks such as intra-group transaction, capital risk, rate of return and investment risk.
As stated in the 2023 Annual Report page 261 which described in risk management process chart, key risks are identified by using 2 approaches, namely: Risk profile (conducted based on standard prescribed by regulator) & Risk Assessment (conducted based on Bank's internal framework). Material risks are assessed through top down (Risk Profile) and bottom up (Internal Risk Assessment) approach, by considering both inherent risk aspect (probability and severity) as well as control effectiveness. It is also based on historical data and forward looking analysis and by considering both quantitative and qualitative/ financial and non financial factors. (Risk Management Policy No. B) |
| D.3.20 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? | In the CIMB Niaga's 2023 Annual Report page 476, 482 & 529, Audit Committee & Risk Oversight Committee stated that the internal control system & risk management performed by CIMB Niaga has been effectively and adequately implemented, reflected in the effectiveness of the implementation of internal control functions, including internal audit functions, risk management, compliance, financial and operational controls. |
| D.4 | People on the Board | |
| Board Chairman | ||
| D.4.1 | Do different persons assume the roles of chairman and CEO? |
President Commissioner (Chairman) of CIMB Niaga is Didi Syarifuddin Yahya, while President Director is Lani Darmawan.
In the BOD Charter, it is stated that the President Director of the Bank should be an independent party to the Bank, Ultimate Shareholders, members of BOC and other members of BOD. The profile of President Commissioner and President Director can be accessed through Bank's website (BOC Profile & BOD Profile) & 2023 Annual Report page 80 and 84 |
| D.4.2 | Is the chairman an independent director/commissioner? | President Commissioner of CIMB Niaga has no affiliate relationship with other members of BOC and BOD members, however he has affiliate relationship with Bank's Ultimate Shareholder. In order to ensure the independency of BOC in conducting its function, 50% of total BOC members consist of Independent Commissioners.
|
| D.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | There is no member of BOC whom was a former President Director of the Bank in the past 2 years. |
| D.4.4 | Are the roles and responsibilities of the chairman disclosed? | Roles and responsibilities of President Commissioners of CIMB Niaga is disclosed in 2023 Annual Report page 428 and BOC Charter |
| Lead Independent Director | ||
| D.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | Majority of BOC members of CIMB Niaga have working experience in banking. Criteria of BOC members disclosed in BOC Charter and Nomination Policy for BOC and BOD. While the profile of BOC members can be accessed through CIMB Niaga's website & Annual Report
|
| Skills and Competencies | ||
| D.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? | Majority of BOC members of CIMB Niaga have working experience in banking. Criteria of BOC members disclosed in BOC Charter and Nomination Policy for BOC and BOD. While the profile of BOC members can be accessed through CIMB Niaga's website & Annual Report
|
| D.5 | Board Performance | |
| Directors Development | ||
| D.5.1 | Does the company have orientation programmes for new directors/commissioners? |
Orientation program for new Commissioners and Directors are disclosed in 2023 Annual Report page 435 & 453-454.
The requirements to participate in orientation program are set out in BOC Charter and BOD Charter.
The orientation program for new Commissioners and Director by providing several documents, includes:
|
| D.5.2 | Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? | The BOC Charter, BOD Charter and 2023 Annual Report page 43 & 453-454 disclosed the requirement of BOC and BOD members to continuously increase his/her professional competencies through educations and trainings. In the 2023 Annual Report page 127-139 are disclosed the trainings/workshops/seminars attended by each BOC, BOD and BOC Committee members in 2023. |
| CEO/Executive Management Appointments and Performance | ||
| D.5.3 | Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
The Nomination Policy for BOC and BOD of CIMB Niaga are as follows:
Such policy was disclosed in 2023 Annual Report page 489. |
| D.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
CIMB Niaga's BOD individual performance assessment (including President Director) Apply Balanced Scorecard approaching for interpreting the strategic objective in KPI, which divided into 2 KPI: : Collective & Individual Scorecard. Process: The results submitted to NRC for review and recommendation to be submitted to BOC for approval. Frequency: annually, being monitor and reviewed quaterly (including mid-year review) More detailed information was disclosed in 2023 Annual Report page 454-458. |
| Board Appraisal | ||
| D.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? |
CIMB Niaga conducts annual collegial performance assessment of the BOD and BOC, every year.
BOC Collegial Performance Assessment Criteria: (i) effectiveness of the BOC's role, (ii) effectiveness in implementation of duties and responsibilities, (iii) composition of the BOC, (iv) BOC's meeting effectiveness, conduct and dynamic, (v) Implementation of GCG and Sustainability principles, and (vi) effectiveness of risk management and internal control implementation. Process: (i) self-assessment by each BOC members submitted directly using online survey, (ii) the result is submitted to NRC and BOC for input and approval along with the improvement plan (if any). Frequency: annually BOD Collegial Performance Assessment Criteria: i) effectiveness of the BOD's role, (ii) effectiveness of the strategy and management implementation of the Bank, (iii) composition of the BOD, (iv) BOC's meeting effectiveness, conduct and dynamic, (v) Implementation of GCG and Sustainability principles, and (vi) effectiveness of risk management and internal control implementation. Process: (i) self-assessment by each BOD members submitted directly using online survey, (ii) the results discussed at the BOD meeting, (iii) the result is submitted to NRC and BOC for input and approval along with the improvement plan (if any). Frequency: annually The criteria and process are disclosed in 2023 Annual Report page 454-458 and NRC Charter (Appendix 1 & 2) |
| Director Appraisal | ||
| D.5.6 | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? |
CIMB Niaga conducts annual performance assessment of the individual BOD and BOC, every year.
BOC Individual Performance Assessment Criteria: (i) competency and capability, (ii) effectiveness in implementation of duties and responsibilities. Process: (i) each Commissioner provides an assessment of the other Commissioners submitted directly using online survey, (ii) the result is submitted to NRC and BOC for input and approval along with the improvement plan (if any) Frequency: annually BOD individual Performance Assessment Applying Balanced Scorecard approach in interpreting the strategic objective in KPI in accordance with the duties and responsibilities of each member of the Board of Directors considering collegial and individual responsibilities, both financial and non-financial. In evaluating the performance of the Board of Directors, CIMB Niaga applies 2 (two) KPIs: Collective Scorecard and Individual Scorecard. Both KPIs are mutually agreed upon by the Board of Directors, and recommendations are requested to the Nomination and Remuneration Committee and approved by the Board of Commissioners. Process: assessed by President Director, submitted to NRC for review and recommendation and submitted to BOC for approval. Frequency: annually, being monitor and reviewed quaterly (including mid-year review) The criteria, process and results are disclosed in 2023 Annual Report page 454-458 and NRC Charter (Appendix 1). |
| Committee Appraisal | ||
| D.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? |
BOC Committees Collegial Performance Assessment & Individual Performance Assessment In 2023, the performance assessment of the BOC Committees was conducted independently through online survey Criteria on collegial assessment: structure and composition of the Committee, effectiveness of Committee meetings and effectiveness of the execution of the each Committee’s duties and responsibilities. Criteria on individual assessment: competence and capability, as well as effectiveness of the members of the Committees. Process: (i) self-assessment by each BOC members submitted directly using online survey, (ii) the result is submitted to NRC and BOC for input and approval along with the improvement plan (if any). Frequency: annually The criteria and process are disclosed in 2023 Annual Report page 435-436 and NRC Charter (Appendix 1). Collegial Executive Committee Performance are regulated in respective Charters of the Executive Committees Criteria: (i) number of meetings, (ii) BOD attendance; (iii) SLA of minutes of meeting, (iv) Action matters arising, (v) Distributions of meeting invitations. Process: self-assessment by Committee members and evaluated by Chairman of he Committee Frequency: annually The criteria and process are disclosed disclosed in 2023 Annual Report page 454. |
| PART | CRITERIA | EXPLANATION |
|---|---|---|
| (B)A. | RIGHTS OF SHAREHOLDERS | |
| (B)A.1 | Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting | |
| (B)A.1.1 | Does the company practice secure electronic voting in absentia at the general meetings of shareholders? | In the AGM held in 2024 & 2023, CIMB Niaga practiced secure electronic voting in absentia. the detail of rules, e-voting procedure and resolutions of the meeting can be accessed through Bank's website at least 28 days prior to the GMS. |
| (B)B. | EQUITABLE TREATMENT OF SHAREHOLDERS | |
| (B)B.1 | Notice of AGM | |
| (B)B.1.1 | Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? | At AGM held in 2024 & 2023, CIMB Niaga issued Notice of the AGM at least 28 days prior to the date of the AGM.
2024 AGM: Notice of 2024 AGM issued on 3 April 2024, AGM on 3 April 2024 2023 AGM: Notice of 2023 AGM issued on 10 March 2023, AGM on 10 April 2023 The Notice, included detailed agenda and explanatory of each agenda was published through national newspapers, Bank's website and IDX's website at least 28 days prior to the date of AGM. |
| (B)C. | SUSTAINABILITY AND RESILIENCE | |
| (B)C.1 | ||
| (B)C.1.1 | Does the company disclose how it manages climate-related risks and opportunities? |
CIMB Niaga is committed to continually supporting government initiatives to address climate change. In 2023, Bank began participating in a pilot project for climate scenario analysis (CSA) or climate risk stress testing (CRST) to assess the impact of transition and physical risks based on scenarios defined by the government through the Financial Services Authority (OJK). Bank has initiated the CRST process gradually, starting with the assessment of transition risks in non-retail portfolios. Sectors identified as carbon-intensive, such as agriculture, oil and gas, metals and mining, power generation, manufacturing, transportation, and real estate, are subject to this phased evaluation. Detailed explanation described in 2023 Sustainability Report page 29-34. |
| (B)C.1.2 | Does the company disclose that its Sustainability Report/Sustainability Reporting is externally assured? |
CIMB Niaga issued 2023 Sustainability Report which prepared based on OJK Regulation No. 51/POJK.03/2017, GRI Standard Framework GRI-G4 Financial Services Sector Supplement, TCFD, SASB, SUSBA, SDGs, GISD and ACGS. The Sustainability Report has undergone verification by an independent entity, KAP Siddharta Widjaja & Rekan (KPMG Indonesia), in accordance with International Standard on Assurance Engagements (ISAE) 3000 standards, including the adoption of Professional Standard for Accountant (SPA) 3410. The appointment of the independent entity received approval from the Board of Directors and ensured to be free from any conflicts of interest as stated in 2023 Sustainability Report page 35-36. |
| (B)C.1.3 | Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? | CIMB Niaga engages its stakeholders by exchanging views and gathering feedback to enhance ESG performance, ultimately impacting economic performance. Bank identifies stakeholders based on their proximity and power, allowing for mutual influence and collaboration. Approach Taken to Engage Stakeholders in Sustainable Finance Implementation disclosed in 2023 Sustainability Report page 110-112. |
| (B)C.1.4 | Does the company have a unit/ division/committee who is specifically responsible to manage the sustainability matters? |
CIMB Niaga has a Good Corporate Governance & Sustainability unit which responsible to the Director of Compliance, Corporate Affairs & Legal serves as the Director in charge of Sustainability, and an Integrated & Climate Risk unit which responsible to the Director of Risk Management serves as the Director in charge of Climate Risk.
The detailed Sustainability Governance Body at CIMB Niaga in 2023 Sustainability Report page 92. |
| (B)C.1.5 | Does the company disclose board of directors/commissioners' oversight of sustainability-related risks and opportunities? |
The BOC serves as the highest governance body, followed by the BOD chaired by the President Director. The BOD is in charge of and jointly responsible for implementing sustainability principles, sustainable finance, climate action, and mitigation, with direct supervision of the BOC, supported by the Audit Committee and the Risk Oversight Committee. Specifically, the Director of Compliance, Corporate Affairs & Legal serves as the Director in charge of Sustainability, and the Director of Risk Management serves as the Director in charge of Climate Risk. The overall coordination of sustainability performance is overseen by the BOC through the Audit Committee in accordance with the Audit Committee Charter.
More detailed explanation in 2023 Sustainability Report page 93-95. |
| (B)C.1.6 | Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? |
All members of the BOD of CIMB Niaga own sustainability-related Key Performance Indicators (KPIs) which contribute of 5% from total KPI. Achievement of this sustainability performance will tie up to the remuneration bonus awarded to each BOD members.
2023 Sustainability Report page 51 2023 Annual Report page 456-457. |
| (B)C.1.7 | Is the company’s Whistle Blowing System managed by independent parties / institutions? |
CIMB Niaga's Whistleblowing System is managed by PT Deloitte Advis Indonesia as an independent and professional entity. This aims to provide protection and maintain the confidentiality of the whistleblower, allowing all internal and external parties to reports freely without fear or worry that their identity will be known.
2023 Sustainability Report page 107 2023 Annual Report page 555-557 |
| (B)D. | DISCLOSURE AND TRANSPARENCY | |
| (B)D.1 | ||
| (B)D.1.1 | Are the audited annual financial report/statement released within 60 days from the financial year end? | CIMB Niaga's 2023 Audited Financial Report was issued on 19 February 2024, i.e. 50 days from the financial year end and published through Bank's website and newspapers. |
| (B)E. | RESPONSIBILITIES OF THE BOARD | |
| (B)E.1 | Board Competencies and Diversity | |
| (B)E.1.1 | Does the company have at least one female independent director/commissioner? | CIMB Niaga has 2 female Independent Commissioner out of 7 BOC members and 3 female Directors out of 10 BOD members. The profile of BOC and BOD members are disclosed in Bank's website (BOC Profile & BOD Profile). |
| (B)E.1.2 | Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? |
CIMB Niaga set out its policy on diversity of BOC and BOD members. BOC and BOD members must have diversity of educational expertise, citizenship, gender, independence and age. The policy and achivement of the composition diversity was set out in 2023 Annual Report page 458-460, BOC Diversity & BOD Diversity. The current composition of the BOC and BOD of the Bank fulfilled the diversity aspects mentioned above and is aligned with the Bank’s strategy, Vision and Mission. |
| (B)E.2 | Board Structure | |
| (B)E.2.1 | Is the Nominating Committee comprise entirely of independent directors/commissioners? |
As disclosed in BOC Committees in Bank's website, NRC consists of 4 (four) members:
The compostion of NRC members are in compliance with OJK regulation No. 17 on 2023 regarding the implementation of good corporate governance for Commercial Banks. |
| (B)E.2.2 | Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? |
As regulated in NRC Charter and Nomination Policy for BOC and BOD, Candidate of Director/Commissioner whom will be appointed must obtained recommendation from NRC. The recommendation shall be based on evaluation of determined criteria, including citizenship, integrity, competencies and financial reputation of candidate of BOD/BOC member, which align with Bank's strategic direction. Duties and responsibilities implementation of NRC are disclosed in 2023 Annual Report page 484-489. |
| (B)E.3 | Board Appointments and Re-Election | |
| (B)E.3.1 | Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? |
In the CIMB Niaga's Nomination Policy, it is regulated that the Bank may retain the services of third party (search firms) with good reputation, for the selection process of candidates of BOC and BOD. It is dislosed in the procedure of nomination BOC or BOD members in 2023 Annual Report page 461-462, 447 & 487.
In 2024 AGM, CIMB Niaga retained service of external search firm (head hunter) in searching the candidate of new members of BOC, which then selected through the nomination process by Remuneration and Nomination Commitee of the Bank and appointed in the AGM held on 3 April 2024. (BOD APPOINTMENT PROCESS & CRITERIA) |
| (B)E.4 | Board Appointments and Re-Election | |
| (B)E.4.1 | Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman? | CIMB Niaga has 4 (four) Independent Commissioners out of 7 BOC members or more than 50% of total BOC members. The profile of BOC members are disclosed in Bank's website in BOC Profile.
The composition of BOC members is in compliance with OJK regulation on the implementation of good corporate governance for Commercial Banks which is governed in the BOC Charter. |
| (B)E.5 | Risk Oversight | |
| (B)E.5.1 | Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? |
The governance process around IT issues are covered in the CIMB Niaga's IT Steering Committee's term of reference. The governance process is adequate to ensure that all key risks are identified, managed and reported to the BOD and BOC (if necessary).
Business Continuity Management (BCM) Policy, which covered:
As stated in 2023 Annual Report page 391-394, the implementation of IT Governance in CIMB Niaga is, among others, through continuous improvement and periodic review of Policies and Procedures to adopt the latest regulations and International best practice as well as to mitigate new risk and threat due to the development of technology. Routinely, CIMB Niaga organizes the IT Steering Committee (ITSC) meetings as part of the Executive Committee. ITSC function is to ensure all key risks are identified, managed and reported and obtain directives from the Directors. Through ITSC, the Directors can be assured that all activities are pro-actively carried out specifically in the face of intimidation of digital attacks/cyber attacks. If there is intimidation of digital attacks, the BOD will immediately get the latest advice from the IT Security Office and Security Incident Response Team and respond with appropriate action. The implementation of a monitoring system, with the support of integrated risk management and compliance to encourage improvements in the quality of IT management & administration, is carried out using the 3 (Three) Lines of Defense framework, namely:
|
| (B)E.6 | Board Performance | |
| (B)E.6.1 | Does the company have a separate board level Risk Committee? | CIMB Niaga established 2 Risk Committees, namely Risk Management Committee at BOD level and Risk Oversight Committee at BOC level. The role and membership of each Committee are disclosed in the 2023 Annual Report page 478-483 & 496-497 |
| PART | CRITERIA | EXPLANATION |
|---|---|---|
| (P)A. | RIGHTS OF SHAREHOLDERS | |
| (P)A.1 | Basic Shareholder Right | |
| (P)A.1.1 | Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? |
CIMB Niaga has provided equal treatment for share repurchase to all shareholders – such is evidenced as follows:
CIMB Niaga bought back maximum of 202,000 shares of the CIMB Niaga’s share from the public shareholders to be used as variable remuneration, in accordance with OJK regulation No. 45/POJK.03/2015, particularly to the provision of variable remuneration in the form of share or share-based instrument issued by the Company to parties categorized as Material Risk Taker (MRT) of the Company - was proposed and approved by the Shareholders through the General Meeting of Shareholder. The Resolution and Meeting Resume (Notarial) of 2024 AGM which contains approval of the same were published in the CIMB Niaga's website at the same day with the closing of the meeting and in national newspaper by the next working day after the Meeting; CIMB Niaga has conducted the buyback through the Indonesia Stock Exchange; The price and the buyback mechanic are aligned with the prevailing regulation. |
| (P)A.2 | Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse. | |
| (P)A.2.1 | Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? | There is no evidence of barriers that prevent shareholders from communicating or consulting with other shareholders. |
| (P)A.3 | Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting | |
| (P)A.3.1 | Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? | 2024 AGM and 2023 AGM & EGM did not include any additional and unannounced agenda item into the notice of AGM/EGM. |
| (P)A.3.2 | Was the Chairman of the Board and the Chairmen of all Board Committees and the CEO absent from the most recent General Meeting? |
In 2024 AGM, All BOC, BOD and Audit Committee members as well as the Chairperson of all Board Commitees attended the AGM.
Such attendances were disclosed in the Result and Meeting Resume (Notarial) of 2024 AGM which published at the CIMB Niaga's website at the same day with the closing of the meeting. |
| (P)A.4 | Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed | |
| (P)A.4.1 | Shareholders Agreement? | CIMB Niaga does not have Shareholders Agreement. |
| (P)A.4.2 | Voting Cap? | CIMB Niaga does not have Voting Cap. |
| (P)A.4.3 | Multiple Voting Rights? | CIMB Niaga does not provide Multiple Voting Rights |
| (P)A.5 | Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed. | |
| (P)A.5.1 | Is a pyramid ownership structure and/or cross holding structure apparent? | There is no pyramid ownership structure and/ or cross holding structure |
| (P)B. | EQUITABLE TREATMENT OF SHAREHOLDERS | |
| (P)B.1 | Insider trading and abusive self-dealing should be prohibited | |
| (P)B.1.1 | Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? | In the last 3 years, there is no evidence of insider trading involving Directors/Commissioners, management and employees |
| P(B).2 | Protecting minority shareholders from abusive action | |
| P(B).2.1 | Has there been any cases of non compliance with the laws, rules and regulations pertaining to material related party transactions in the past three years? | CIMB Niaga did not conduct material related party transactions that incompliance with the laws, rules and regulations in the last 3 years. |
| P(B).2.2 | Were there any RPTs that can be classified as financial assistance (i.e not conducted at arms length) to entities other than wholly-owned subsidiary companies? | All related party transactions were conducted at arms length, it is disclosed in Bank's 2023 Audited Financial Report and 2023 Annual Report |
| (P)C. | ROLE OF STAKEHOLDERS | |
| (P)C.1 | The rights of stakeholders that are established by law or through mutual agreements are to be respected | |
| (P)C.1.1 | Have there been any violations of any laws pertaining to labour/employment/consumer/insolvency/commercial/competition or environmental issues? | There is no violation of any laws pertaining to labour/ employment/ consumer/ insolvency/ commercial/ competition or environmental issues. |
| P(C).2 | Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis | |
| P(C)2.1 | Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? | There is no sanctions from regulators for failure to make announcements on material events. |
| P(C)2.2 | Is there any evidence that the company is engaging in greenwashing activities? | There is no evidence that the Bank is engaging in greenwashing activities. |
| (P)D. | DISCLOSURE AND TRANSPARENCY | |
| (P)D.1 | Sanctions from regulator on financial reports | |
| (P)D.1.1 | Did the company receive a "qualified opinion" in its external audit report? | CIMB Niaga received unqualified in all material aspects opinion for its 2023 Audited Financial Report which has been audited by Public Accounting Firm of Tanudiredja, Wibisana, Rintis & Rekan (a member firm of PricewaterhouseCoopers Global in Indonesia). |
| (P)D.1.2 | Did the company receive an "adverse opinion" in its external audit report? | |
| (P)D.1.3 | Did the company receive a "disclaimer opinion" in its external audit report? | |
| (P)D.1.4 | Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? | In last 1 year, CIMB Niaga did not revise its financial statements. |
| (P)E. | RESPONSIBILITIES OF THE BOARD | |
| (P)E.1 | Compliance with listing rules, regulations and applicable laws | |
| (P)E.1.1 | Is there any evidence that the company has not complied with any listing rules and regulations apart from disclosure rules over the past year? | CIMB Niaga did not conduct material violation on prevailing laws and regulation, including listing rule. |
| (P)E.1.2 | Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? | There is no member of BOD and BOC whom has resigned and raised any issues of governance-related concerns. |
| (P)E.2 | Board Structure | |
| (P)E.2.1 | Does the Company have any independent directors/commissioners who have served for more than nine years or two terms of five years1 each (which ever is higher) in the same capacity? 1The five years term must be required by legislation which pre-existed before the introduction of the ASEAN Corporate Governance Scorecard in 2011 | There is no Independent Commissioners of CIMB Niaga who served more than nine years. All the profile of Independent Commissioners (including their tenure) are disclosed in Bank's website (BOC Profile) |
| (P)E.2.2 | Did the company fail to correctly identify the description of all their directors as independent, non-executive, and executive? | CIMB Niaga discloses profile of Independent Commissioners in Bank's website (BOC Profile) & 2023 Annual Report page 80-83 and 425. |
| (P)E.2.3 | Does the company have any independent directors/non-executive/commissioners who serve on a total of more than five boards of publicly-listed companies? | There is no BOC members of CIMB Niaga who serve on a total of more than 5 publicly-listed companies, except Non Independent Comissioner who perform functional duties from the shareholder. The detail of concurrent position of BOC members are disclosed in the 2023 Annual Report page 80-83. |
| (P)E.3 | External Audit | |
| (P)E.3.1 | Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)? | There is no members of BOD and BOC whom in the last 2 years is a former employee of partner of the current External Auditor of the Bank |
| (P)E.4 | Board Structure and Composition | |
| (P)E.4.1 | Has the chairman been the company CEO in the last three years? | CIMB Niaga's President Commissioner did not serve as President Director of the Bank in the last 3 years. |
| (P)E.4.2 | Do non-executive directors/commissioners receive options, performance shares or bonuses? |
As regulated in the CIMB Niaga's BOC Charter, the BOC are not allowed to accept income or personal gains from the Bank other than the remuneration and other facilities stipulated in the Bank’s policy and approved by GMS.
As identified in the Result and Meeting Resume (Notarial) of 2024 & 2023 AGM which published to the Bank's website at the same day with the closing of the meeting, all members of the BOC did not receive any options, performance shares or bonus. It shown in the Result of 2024 & 2023 AGM. |