• ASEAN CG Scorecard

ASEAN CG Scorecard Assessment

PT Bank CIMB Niaga Tbk

PART CRITERIA EXPLANATION
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 annual general meeting (AGMS) for final dividends? CIMB Niaga pays dividends in an equitable and timely manner.

Dividend Policy has been established in April 2018 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.

2019 and 2018 AGMs approved Final Dividend and to be paid 30 days after AGM approval with the implementation as follows:
2019 Dividend distribution announcement
2019 AGM date: 15 April 2019 and Dividend payment date: 15 May 2019.
2018 Dividend distribution announcement
2018 AGM date: 24 April 2018 and Dividend payment date: 24 May 2018
A.2 Right to participate in decisions concerning fundamental corporate changes
Do shareholders have the right to participate in:
A.2.1 Amendments to the company’s constitution? The shareholders have the right to participate on any amendments on the company's constitution. Such is identified in CIMB Niaga's Articles of Association dated 18 Sept 2017 article 13.6.

Any amendments on the company's constitution should be approved by Shareholders through GMS, which attended by shareholders or proxies represented 2/3 of total CIMB Niaga's shares with voting rights and approved by 2/3 of shareholders/proxies who attend the GMS.
A.2.2 The authorization of additional shares? The shareholders have the right to participate on any change in the authoriztion of the additional shares - Such is identified in the CIMB Niaga's Articles of Association dated 18 Sept 2017 article 13.1.

The authorization of CIMB Niaga's additional shares, both authorized capital and paid up capital should be approved by Shareholders through GMS, which attended by shareholders or proxies represented 2/3 of total CIMB Niaga's shares with voting rights and approved by 2/3 of shareholders/proxies who attend the GMS.
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? The shareholders have the right to participate on the transfer of all or substantially all assets, which in effect results in the sale of the company - Such is identified in CIMB Niaga's Articles of Association dated 18 Sept 2017 article 13.7 and inline with Indonesia Company Law (UUPT) article 102.

Any transfer of CIMB Niaga's asset which in effect result in the sale of the Bank should be approved by Shareholders through GMS, which attended by shareholders or proxies represented 3/4 of total CIMB Niaga's shares with voting rights and approved by 3/4 of shareholders/proxies who attend the GMS.
A.3 Right to participate effectively in and vote in GMS and should be informed of the rules, including voting procedures that govern the GMS
A.3.1 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 dated 18 Sept 2017, Notice and Result of AGM.

2019 AGM
The fifth agenda of 2019 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:
  • The Notice of 2019 AGM which was published in CIMB Niaga's website and 2 national Newspapers 28 days before the Meeting.
  • The Result of 2019 AGM which was published in CIMB Niaga's website on the same day with the closing of the Meeting and in 2 national Newspaper by the next working day after the Meeting.

2018 AGM
The fifth agenda of 2018 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:
  • The Notice of 2018 AGM which was published 28 days before the Meeting.
  • The Result of 2018 AGM which was published in the CIMB Niaga's website on the same day with the closing of the Meeting and in 2 national Newspaper by the next working day after the Meeting.
A.3.2 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 dated 18 Sept 2017 art. 11.11 and the Announcement of GMS published by the Bank in the newspaper (Indonesia & English version) and Bank's website: 1 (one) or more shareholders (including non-controlling shareholders) collectively represent 1/20 from the total number of shares of CIMB Niaga with 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.

2019 AGM
The Announcement of 2019 AGM was published in CIMB Niaga's website and national newspaper 14 days before the Notice of AGM

2018 EGM
The Announcement of 2018 EGM was published in CIMB Niaga's website and national newspaper 14 days before the Notice of EGM.

In addition, the provision in the Bank's Nomination Policy allows the minority shareholders to nominate the candidate of BOC and BOD members. The provision is set out in the 2018 Annual Report page 440 and 463
A.3.3 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 & Meeting Resume (Notarial) of 2019 AGM and 2018 EGM were published in CIMB Niaga's website on the same day with the closing of the Meeting and in national newspaper by the next working day after the Meeting.
A.3.4 Does the company disclose the voting procedures used before the start of meeting? The voting procedures were disclosed in the Rule of Meeting of 2019 AGM and Rule of Meeting of 2018 EGM which published in CIMB Niaga's website 28 days before the Meeting.

Moreover, before the start of the GMS, the Rule was distributed to the Shareholders and Company Secretary will read the rule of GMS.
A.3.5 Do the minutes of the most recent AGMS 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 2019 AGM and Result of 2018 AGM, it was recorded that the shareholders and the proxy of the shareholders were provided the opportunity to ask questions/raise issues.

The Result and Meeting Resume (Notarial) of 2019 AGM and Meeting Resume (Notarial) of 2018 AGM were published in CIMB Niaga's website on the same day with the closing of the meeting. And published through national newspapers by the next working day after the Meeting.
A.3.6 Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGMS? The Result and Meeting Resume (Notarial) of 2019 and 2018 AGM 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 Meeting and in national newspaper by the next working day after the Meeting.
A.3.7 Does the company disclose the list of board members who attended the most recent AGM? The Result and Meeting Resume (Notarial) of 2019 and 2018 AGM recorded and disclosed the members of BOD, BOC and Sharia Supervisory Board who attended the AGM, which published in CIMB Niaga's website on the same day with the closing of the Meeting and in national newspaper by the next working day after the Meeting.

2019 AGM
All members of BOD, BOC and Sharia Supervisory Board attended the AGM (Result of 2019 AGM & Meeting Resume (Notarial) of 2019 AGM)

2018 AGM
All members of BOD, BOC and Sharia Supervisory Board attended the AGM (except Dr. Yulizar Djamaluddin Sanrego Nazar, members of Sharia Supervisory Board who were absence). (Result of 2018 AGM & Meeting Resume (Notarial) of 2018 AGM)
A.3.8 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 Meeting Resume (Notarial) of 2019 and 2018 AGM recorded and disclosed the members of BOD, BOC and Sharia Supervisory Board who attended the AGM, which published in CIMB Niaga's website on the same day with the closing of the Meeting and in national newspaper by the next working day after the Meeting.

2019 AGM
All members of BOD, BOC and Sharia Supervisory Board attended the AGM (Result of 2019 AGM & Meeting Resume (Notarial) of 2019 AGM)

2018 AGM
All members of BOD, BOC and Sharia Supervisory Board attended the AGM (except Dr. Yulizar Djamaluddin Sanrego Nazar, members of Sharia Supervisory Board who were absence). (Result of 2018 AGM & Meeting Resume (Notarial) of 2018 AGM)
A.3.9 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.

The procedure were disclosed in the: which published in CIMB Niaga's website and in national newspaper 28 days before the Meeting.

The proxy form together with the documents required were published through CIMB Niaga's website 28 days before the Meeting, so it can be accessed by all the shareholders and public.
A.3.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGMS? In 2019 and 2018 AGM, CIMB Niaga conducted closed poll by electronic and individual mechanism by each shareholder/proxy through a touch screen monitor provided by the Bank or each shareholder's smartphone/device.

It is regulated in CIMB Niaga's Articles of Association dated 18 Sept 2017 article 13.2 and Rule of Meeting of 2019 AGM and Rule of Meeting of 2018 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.
A.3.11 Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGMS? As disclosed in the Result of 2019 AGM and Result of 2018 AGM which published in CIMB Niaga's website on the same day with the closing of the meeting and in national newspaper by the next working day after the Meeting, CIMB Niaga appointed indepedent party to count and validate the meeting quorum and votes.

2019 and 2018 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.
A.3.12 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGMS/EGMS 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 Meeting and in national newspaper by the next working day after the Meeting.

Articles of Association dated 18 Sept 2017 art. 13 10 stated the resume of GMS should be published at the latest 2 working days since the GMS.
A.3.13 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 Bisnis Indonesia dan The Jakarta Post (English newspaper), Stock Exchange's website and Bank's website both in English and Indonesian.

2019 AGM
AGM dated 15 April 2019, the Notice of 2019 AGM was published on 15 March 2019.

2018 EGM
EGM dated 19 December 2018, the Notice of 2018 EGM was published on 19 November 2018
A.3.14 Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGMS/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 dated 18 Sept 2017 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 2019 and 2018 AGMs were been uploaded at CIMB Niaga's website at the same day of the publication of Notice of 2019 AGM and Notice of 2018 AGM i.e 28 days before the AGM.
A.3.15 Does the company give the opportunity for shareholder to place item/s on the agenda of AGMS? CIMB Niaga places the opportunity for shareholder to place item(s) on the agenda of AGM.
It is identified in the Articles of Association dated 18 Sept 2017 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 2019 AGM and Announcement of 2018 AGM which published in Bank's website and national newspaper by 14 days before the Notice of the Meeting, it was informed the procedure for shareholders to place item(s) on the agenda of GMS.
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner
A.4.1 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
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated
A.5.1 Does the company disclose its practices to encourage shareholders to engage the company beyond AGMS? Policy of Communication with Shareholders No. M.02 dated 15 March 2018: 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.

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.
PART CRITERIA EXPLANATION
B.1 Shares and Voting Rights
B.1.1 Does the company's ordinary or common shares have one vote for one share? Each CIMB Niaga's shares provides the holders to cast 1 vote, as stated in:
B.1.2 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 dated 18 Sept 2017 article 13.3 and Rule of GMS.

Rule of Meeting of 2019 AGM and Rule of Meeting of 2018 EGM which published in CIMB Niaga's website and in national newspaper 28 days before the Meeting
B.2 Notice of AGMS
B.2.1 Does each resolution in the most recent AGMS deal with only one item, i.e., there is no bundling of several items into the same resolution? In the 2019 & 2018 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 Meeting and in national newspapers i.e. Bisnis Indonesia dan The Jakarta Post (English newspaper), Stock Exchange's website by the next working day after the Meeting as well as reported to FSA, IDX and other regulators
B.2.2 Are the company's notice of the most recent AGMS/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.

2019 AGM held on 15 April 2019
  • The Announcement of 2019 AGM was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded both versions at CIMB Niaga's website on 28 February 2019 (14 days before the notice of AGM)
  • The Notice of 2019 AGM was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded both versions at CIMB Niaga' website on 15 March 2019 (28 days before the AGM)
  • The Resolutions of 2019 AGM was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded both versions at CIMB Niaga's website on 16 April 2019 (1 day after AGM)


2018 AGM held on 24 April 2018
  • The Announcement of 2018 AGM was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded both versions at CIMB Niaga's website on 9 March 2018 (14 days before the notice of AGM)
  • The Notice of 2018 AGM was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post and uploaded both versions at CIMB Niaga's website on 26 March 2018 (28 days before the AGM)
  • The Resolutions of 2018 AGM was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded both versions at CIMB Niaga's website on 25 April 2018
Does the notice of AGM/circulars have the following details:
B.2.3 Are the profiles of directors/commissioners (at least age, academic qualification, date of 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 Meeting.

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 2019 AGM

Material of 2018 EGM
B.2.4 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 2019 & 2018 AGM which is 28 days before the Meeting.

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 2019

AGM 2018
B.2.5 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.
B.3 Insider trading and abusive self-dealing should be prohibited.
B.3.1 Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? CIMB Niaga prohibits all members of BOD, BOC, Sharia Supervisory Board and employees to benefit from the knowledge which is not generally available to the market. Such policy is identified in the Conflict Management Policy dated 2 Dec 2016.
B.3.2 Are the directors / commissioners required to report their dealings in company shares within 3 business days? As regulated in the Conflict Management Policy dated 2 Dec 2016, 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.
B.4 Related party transactions by directors and key executive
B.4.1 Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest? CIMB Niaga’s policies on conflict of interest, among others identified in GCG Charter, BOC Charter, BOD Charter, Code of Ethics & Conduct and Conflict of Management Policy.

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.

BOC, BOD and Employee are prohibited to use sensitive/ confidential information that benefit him/her or person who received the information, and/or information that may effect the financial value of the instrument.
B.4.2 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:
  • BOC Charter: BOC, including Independent Commissioners, involve in the decision making of loan to related parties.
  • 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
  • GCG Charter and Audit Committee Charter: Audit Committee to review and report to BOC on Bank’s potential conflict of interest.
B.4.3 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 dated 18 Sept 2017 : Art. 15.6 To conduct the transaction that contained economic conflict of interest between BOD, BOC or shareholders with the Company, BOD needs GMS approval from the shareholders that do not have conflict of interest, in accordance with the prevailing capital market regulations.
Art. 15.7 In the event that the Company has conflict of interest with personal interest of the Director, then the Company shall be represented by other members of BOD which has no conflict of interest. And in the event the Company has conflict of interest with all BOD members, then the Company shall be represented by the BOC, by considering art.15.6

GCG Charter, 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.
B.4.4 Does the company have policies on loans to directors and commissioners either for bidding 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.

Credit Policy (Kebijakan Pokok Perkreditan) on 2012 & Commercial Credit Policy on Feb 2018 Loan to related party should obtain BOC’s approval, in accordance with prevailing regulations (internal & external) and being monitored.

Credit Authority Policy on Oct 2013 Loan to related parties must be approved by authorized credit approval and BOC

2018 Annual Report page 471 Loans to BOD are conducted under the normal pricing and terms policy, and considered as transactions with non-related parties with the Bank. Loans to the BOD must be calculated as per the LLL for CIMB Niaga in accordance with PBI No. 8/13/PBI/2006
B.5 Protecting minority shareholders from abusive actions
B.5.1 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 2018 Annual Report page 235 and 558, it was disclosed that all transactions with related parties are conducted with normal pricing and conditions (arms-length).
B.5.2 In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? CIMB Niaga's Articles of Association dated 18 Sept 2017 article 13.5 identified the GMS shall approve conflict of interest transactions, with the following procedures:
  • The shareholders who have conflict of interest are deemed to made the same decision with a decision approved by an independent shareholders that have no conflict of interest
  • The GMS must be attended by independent shareholders representing more than a half of total independent shareholders and the decision is valid if it is agreed by independent parties representing a half of total independent shareholders.
PART CRITERIA EXPLANATION
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
Does the company disclose a policy and practices that address :
C.1.1 The existence and scope of the company's efforts to address customers' welfare? CIMB Niaga has policies and practices efforts to address its customer's welfare, namely:

Customer Protection & Provision of Information-Data-Documents to Third Parties Policy dated 18 Oct 2017:
  • CIMB Niaga is required to provide and/or communicate information about products/services to the Customer in an accurate, honest, clear and non-misleading manner.
  • CIMB Niaga should ensure the safety of customer’s deposits, funds, or assets which under Bank’s responsibility.
  • CIMB Niaga established Customer Care Unit whom responsible to handle customer complaints.
  • CIMB Niaga has SLA to handle customer complaints within 2-14 days (up to 45 days for complex complaints)


Code of Ethics & Conduct dated 16 June 2017 (Relationship with Customers)
  • Every transactions with the customers must be conducted fairly, honestly, full of integrity and meet the ethical standards and in accordance with prevailing Customer Protection Policy.
  • Employees are required to service the customer politely and professionally in order to avoid issues that potentially damage the Company’s reputation


Whistleblowing Policy on March 2018
CIMB Niaga provides communication channel for fraud indication report to prevent any potential fraud in the Bank: “Ayo Lapor”. Since 2017 appointed Deloitte Indonesia, independent party, to manage Bank’s whistleblowing system.

Agreement with Customers
Information on benefits, cost and risk of products and/or services must be disclosed in the agreement with the customers
C.1.2 Supplier/contractor selection procedures? CIMB Niaga has policies and practises in selecting suppliers, namely:

Procurement of Goods and Services Policy dated 11 Sept 2017:
  • The procurement is carried out through a tender process by considering several aspects: (i) implementation of transparency principle, (ii) avoiding conflict of interest, (iii) focus on the objective to obtain the best quality of goods and services and (iv) optimal purchasing efficiency through the quality and price comparison
  • Registered suppliers, vendors and consultants were selected through several test that includes ensuring the completeness of partners' business license, site visit to partners' business location, references cross checking, and screening by using AML and BI's black list applications.


Code of Ethics & Conduct dated 16 June 2017 (Relationship with Business Partners):
  • Aim to run business operational with integrity in accordance to GCG principal
  • Business operational should be done in fair and open competition.
  • Fair and Objective evaluation in the procurement of goods and services
C.1.3 The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? CIMB Niaga's policies and efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development, in:

2018 Sustainability Report
  • CIMB Niaga’s commitment in the environment focused on the efforts to preserve the environment for the next generations. Meanwhile, in the context of internal scope, CIMB Niaga focuses on realizing a healthy work environment through environmentally friendly policy and initiatives.
  • This commitment is declared in the Green Office Policy that is included in the Smart Spending Policy. Such policy is in line with CIMB Niaga’s plan to become a part of Green Banking Industry in the future
  • Several activities conducted by the Bank, including:
    1. Taking into account the environment aspect in disbursing loan to customers (Commercial Credit Policy)
    2. Conduct efficiency on the use of paper, electricity and fuel
    3. Use of environmentally friendly materials and energy
    4. Emission and waste control
    5. Bamboo conservation in collaboration with KEHATI


Commercial Credit Policy on Feb 2018
CIMB Niaga supports Green Credit by taking into account several conditions, including:
  • Environmental Impact Analysis (Aspek Mengenai Dampak Lingkungan Hidup/AMDAL) rating of the potential debtor as one of the consideration in credit approval
  • The debtor is obliged to submit Assessment on Company’s Performance Rating in Environment Management (Penilaian Peringkat Kinerja Perusahaan Dalam Pengelolaan Lingkungan Hidup/PROPER)
  • The potential debtor which has significant problem on environment and social risk to be classified as Special Consideration Credit
C.1.4 The company's efforts to interact with the communities in which they operate? As reported in 2018 Sustainability Report, CIMB Niaga manifests its CSR program as the “CIMB Niaga Peduli” which consists of 4 pillars, namely: education programs, environmental care, social condition improvement through the community development and empowerment as well as philanthropy activities.
  • Community Development and Empowerment Pillar aims to improve the welfare of the community through character building, empowering the community, training the community, developing self-skills, and helping people to be independent and improve their wealthiest. To run this pillar, CIMB Niaga has:
    1. Community Link Program, which aimed at enhancing collaboration in the CSR between the Bank, customers, employees and community.
    2. Disability Empowerment Program: This program start since 2013. As of 2018, we have 25 disability employees as Telesales Funding Officers and 4 disability employees as Social Media Personal Banking Officer
    3. Employee Volunteer Program: Involvement of employee as volunteers in “Ayo Menabung Dan Berbagi” (AMDB) and “Tour de Bank” CSR Program.
  • Education Pillar, CIMB Niaga has conducted programs including:
    1. Scholarship Program : CIMB Niaga Scholarship Program, ASEAN Scholarship Program, Internship Program for the best Scholarship Participants
    2. Banking Financial Literacy and Education :Tour de Bank, AMDB, Mini Banking Laboratory , Bourse Game Laboratory in University of Indonesia, etc.
    3. Empowerment Education: to support the implementation of quality education through "One Million Books" Program
  • Environmental Care Pillar, several activities conducted by the Bank, including:
    1. Taking into account the environment aspect in disbursing loan to customers (Commercial Credit Policy)
    2. Conduct efficiency on the use of paper, electricity and fuel
    3. Use of environmentally friendly materials and energy
    4. Emission and waste control
    5. Bamboo conservation in collaboration with KEHATI
  • Philanthropy Pillar, translated as CIMB Niaga Peduli, various philantropic activities to provide assistance in the form of donations to support community welfare improvements. Including: Ramadhan Safari activities, assistance for natural disaster victims and Christmas activities.
C.1.5 The company's anti-corruption programmes and procedures? CIMB Niaga's anti-corruption programmes and procedures are identified in:
Code of Ethics & Conduct dated 16 June 2017
  • Receive and Give Gratification: Employees and their families are prohibited from receiving or giving gifts, prizes, services, entertainment, sponsorship for outing, gathering, training, seminar, workshop, business trip which is financed or managed by and/or from any vendor or party.
  • Financial Interest received other from the Bank: Employees must report financial interest received from customer, declare his/her shares ownership (at least 5%) in other companies, and shall not be involved in any transactions/affairs between the Company and the Customer.
  • Anti Bribery and Corruption: The Bank will not tolerate any kind of bribery and corruption conducted by employee to third parties or vice versa, Employee must avoid any activities that has bribery or corruption potential, Employee are responsible to prevent, detect and report the bribery and/or any kind of corruption in accordance with Bank’s policies.


Whistleblowing policy on Mar 2018
  • The Bank runs the whistleblowing program "Let's Report/Ayo Lapor"
  • Since 2017 appointed Deloitte Indonesia, independent party, to manage Bank’s whistleblowing system


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.

Smart Spending Policy
  • Birthday Gift, Delivery Gift and similar items including for the purchase of wreaths and/or souvenirs (for the similar activity) for personal purposes, cannot be charged to company expenses.
  • The Bank regularly, at the end of the year, sends letter to Bank’s partners (vendors, suppliers, Law Firm, Notary and PPAT) and add clause in the offering letter to customers to remind them not to give any present/gifts ( related to Idul Fitri, other religious festivals or New Year), any kind of bribes to the Commissioners, Directors and employees of CIMB Niaga as well as inform Bank’s whistleblowing channels
C.1.6 How creditors' rights are safeguarded? CIMB Niaga has established its Policy of Fulfillment of Creditor's Rights, which stated:
  • CIMB Niaga implements an honest and transparent information disclosure
  • In order to ensure the rights are properly implemented, CIMB Niaga stipulates the rights of creditor in the agreements
  • CIMB Niaga performs its obligations as promised in a timely manner and to avoid delays or omissions that could potentially result in loss of both parties
C.1.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? CIMB Niaga issued 2018 Sustainability Report which prepared based on Global Reporting Initiative (GRI) Standard Framework and its Financial Services Sector Supplement (FSSS). It received Independent Assurance Statement from Independent Party, namely Social Responsibility Asia (SR Asia).

CIMB Niaga's Annual Report also included Corporate Social Responsibility Report which covered Bank's CSR policies and strategies as well as implementation of each CSR focus
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C.2.1 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 Konsultan Indonesia: Website, E-mail, Telephone, SMS & WA, Facsimile and Mail

All the contact details are disclosed in Bank’s website (Contact Us & Support), 2018 Annual Report and branch offices
C.3 Mechanisms for employee participation should be permitted to develop.
C.3.1 Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? CIMB Niaga shows concerns pertaining to the safety and health of its employees by continuing to mitigate the impacts on the employees and on the sustainability of the business unit operations. As stated in the Collective Labour Agreement of CIMB Niaga and its employees, the health and safety of each employee serves as a part of the Bank’s commitment to all employees. The Bank maintains its occupational health and safety efforts and implements the corresponding management system which is integrated with the Bank’s overall management in accordance with the prevailing regulations. The provisions for such health and safety programs are implemented in the Bank which include among others: Non-smoking prohibition within the Bank’s offices, provision of health care assistance, examination of pregnancy, childbirth and miscarriage, support for family planning, purchase of prescription glasses, periodic health check-ups, etc.

In accordance with the welfare for its employees, CIMB Niaga ensures that employees attain welfare in accordance with their rights and obligations., committed to implementing a system of remuneration that is competitive, fair and balanced. As such, the Bank established policies related to health, safety and welfare for employee (allowance, incentive, leave, health care assistance, insurance, loan, pension fund), consists of:
  • Policy in Health, Safety and Welfare for employee dated 3 Sept 2018
  • Collective Labour Agreement dated 2 May 2017
  • Policy on Allowances for Food and Transportation dated 3 Oct 2017
  • Policy on Holiday and End-Year Allowances dated 3 Oct 2017
  • Incentive Policy dated 1 March 2019
  • Leave Policy dated 1 Jan 2018
  • Policy on Employee Health Care Facility dated 3 Oct 2017
  • Policy on Employee Loan Facility dated 1 Feb 2018
  • Policy on Cellphone and Club Membership Facility dated 3 Oct 2017
  • Policy on Rewards of Employment dated 4 Dec 2017
  • Policy on Retirement Preparation dated 4 Dec 2017


Every month, CIMB Niaga through HR Directorate also conducts regular meetings with the union to communicate HR related policies. CIMB Niaga also communicates policies on health, safety and welfare for employee through internal web (e-Manual), e-mail (HR Info), and Induction program.
C.3.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees? In the CIMB Niaga's Code of Ethics and Conduct dated 16 June 2017, employees are required to consistently improve and update required skills or qualifications to maintain his/her level of professionalism. CIMB Niaga through its HR Directorate manages development and innovation in designing HR development programs to provide continuous learning as stipulated in Policy on Training and Development Programs for Employee dated 1 Sept 2018. The activities are arranged under several considerations, namely effectiveness, impact, and Bank objectives. The implementation of training is conducted with careful attention to quality, based on efficiency and effectiveness.

In developing education and training programs for employees, the Bank focuses on (i) an integrated learning approach to support the needs and business objectives; (ii) behavioral development, (iii) managerial and leadership skills, and (iv) functional capabilities (including technical skills) and special methods; (v) The Bank also provides an opportunity for employee to receive experience through the employee exchange program.

Education and development methods implemented by the Bank, including academy, online learning through mobile learning application called Learning on the Go as well as coaching and mentoring, and also train the trainer. Bank also has its own learning center facilities called Learning Center Gunung Geulis in Bogor, Learning Center Kwitang in Central Jakarta and Dynaplast Building in Karawaci-Tangerang

Training programs offered by CIMB Niaga are socialized to employee through emails, Learning Content Management System, and Learning Catalogue. In addtion to attending class trainings, CIMB Niaga also provides e-learning system such as Learning Content Management System so as the employee can accomplish certain training modules through their computers. While Learning on the Go is the latest breakthrough by HR Directorate, where employee is inviting to conduct learning session through web-based (handphone). Employee can access Learning on the Go via their mobile at any time any where.

Disclosure on Bank's policies and practice on training and development programs for its employees can be found in Annual Report, Sustainability Report and HR Info (for internal disemination).
C.3.3 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 dated 1 Dec 2018 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:
  • Prudential principle in the risk based remuneration
    • Fix remuneration shall refer to Bank’s policy by taking into account the scale of business, complexity of business, peer group, inflation, financial performance, prevailing regulations, etc
    • Variable remuneration will be given in cash and/or stock or stock based instrument issued by the Bank, in certain percentage as those applied for fix remuneration by considering performance, objectivity, independency and risk of the Bank
    • Variable remuneration will be provided to BOD and MRT by considering the role and responsibility in managing the Bank
  • Material Risk Takers Determination
    • Determination of MRT by using qualitative method
    • Determination of MRT can also use quantitative method
    • The employee whom determined as MRT may not determined as MRT at the next year
  • Malus and/or Clawback mechanism
    • Risk based variable remuneration will be provided by using malus method, clawback method or both methods
    • Minimum deferred period for variable remuneration is 3 years with prorate basis.
C.4 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
C.4.1 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 dated Mar 2018 and gradually made improvement of it, both in: reporting mechanism, by appointing PT Deloitte Konsultan Indonesia, independent party to manage Bank’s whistleblowing system, socialization mechanism, through periodic email blast, etc

The detail of access to submit complaints and contact details are clearly disclosed in Annual Report and regularly disseminated to all employees through email.
C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? Through the Whistleblowing Policy dated Mar 2018, 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.
PART CRITERIA EXPLANATION
D.1 Transparent Ownership Structure
D.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 2018 Annual Report page 95-96, 120-123 and 504 and Bank's website in Shareholding Structure.
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? 2018 Annual Report page 95-96, 120-123 and 504 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
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? CIMB Niaga established Conflict Management Policy dated 2 Dec 2016, 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 2018 Annual Report page 121-122 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 Share Transaction and Ownership by the BOC & BOD.
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? CIMB Niaga established Conflict Management Policy dated 2 Dec 2016, 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.
D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? 2018 Annual Report page 96 disclosed the profile of parent company (CIMB Group) and Bank's corporate structure. While on page 97-99 it was disclosed the information on CIMB Niaga's subsidiaries and joint ventures. The information are available also in the Bank's website in Group Structure and Affiliates.
D.2 Quality of Annual Report
Does the company's annual report disclose the following items:
D.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 2018 Sustainability Report and Annual Report page 87-89. While the disclosure of financial performance target or long-term goals are on page 230 of 2018 Annual Report.
D.2.2 Financial Performance indicators Financial performance indicators for the last five years can be found in 2018 Annual Report page 20-23.

The review on financial performance realisation against the target can be found in the 2018 Annual Report page 188-218

The last 7 years of CIMB Niaga's Annual Reports can be accessed through CIMB Niaga's website.
D.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 2018 Annual Report page 9-18, 30-39, 144-186
D.2.4 Dividend Policy 'Dividend policy was disclosed in 2018 Annual Report page 231 and 567

CIMB Niaga may distribute dividend provided that the CAR is maintained at 17.5% (minimum). Dividend payouts may be exercised by taking into consideration the conditions and capacity of the Bank, as well as with regard to capital requirements and business continuity in order to maintain the Bank’s business development in the future.
D.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 2018 Annual Report page 102-113.
D.2.6 Attendance details of each director/commissioner in all directors/commissioners meetings held during the year The BOC and BOD meetings held in 2018 are as follows:
BOC Meetings:
  • 8 BOC meetings, attended by BOC members only
  • 4 BOC meetings inviting BOD, attended by BOC members and BOD members
BOD Meetings:
  • 37 BOD meetings, attended by BOD members
  • 4 BOD meetings inviting BOC, attended by BOD members and BOC members
The agenda meeting and attendance of each members of BOD and BOC in respective meetings were disclosed in 2018 Annual Report page 488-503
D.2.7 Total remuneration of each member of the board of directors/commissioners 2018 Annual Report page 479-487 disclosed the remuneration received by members of BOC and BOD, which consists of remuneration package, other benefits and variable remuneration.
Corporate Governance Confirmation Statement
D.2.8 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 2018 Annual Report page 632-633 it was disclosed the Statement of Implementation of Good Corporate Governance Principles of the Bank.

In 2018, 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.
D.3 Disclosure of Related Party Transactions (RPTs)
D.3.1 Does the company disclose its policy covering the review and approval of material RPTs? In the 2018 Annual Report page 235 and 568, it was disclosed that the provision of funds for the CIMB Niaga’s related parties (including the BoC, BoD subsidiaries and other related parties) is conducted properly with the fair market price and normal commercial terms (arm’s length).

The policy of Related Party Transaction, including:
  • BOC Charter: BOC, including Independent Commissioners, involve in the decision making of loan to related parties.
  • 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
  • Audit Committee Charter: Audit Committee to review and report to BOC on Bank’s potential conflict of interest.
D.3.2 Does the company disclose the name, relationship, nature and value for each material RPTs? In the 2018 Annual Report page 235, 568 and 904-909, it was disclosed that in 2018 CIMB Niaga conducted several transactions with related parties, which primarily related to lending and borrowing of funds in the normal course of the business. The disclosure included the name, relationship, and nature of related party transactions.
D.4 Directors and Commissioners dealings in the shares of the company
D.4.1 Does the company disclose trading in the company's shares by insiders? In the 2018 Annual Report page 122-123, 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 page 591 of 2018 Annual Report
D.5 External Auditor and Auditor Report
Where the same audit firm is engaged for both audit and non-audit services
D.5.1 Are the audit and non-audit fees disclosed? For the audit of 2018 financial statements, CIMB Niaga engaged Public Accountant FirmTanudiredja, Wibisana & Rekan.

In the 2018 Annual Report page 565, it was disclosed the audit fee for the year. There was no non-audit fee paid by the Bank to Public Accountant FirmTanudiredja, Wibisana & Rekan.
D.5.2 Does the non-audit fee exceed the audit fees? CIMB Niaga did not pay non-audit service fee to Public Accountant FirmTanudiredja, Wibisana & Rekan. It is disclosed in the 2018 Annual Report page 565.
D.6 Medium of Communications
Does the company use the following modes of communication?
D.6.1 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.
D.6.2 Company Website As stipulated in the Policy of Communication with Shareholders or Investors dated 15 March 2018 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.
D.6.3 Analyst’s briefing As stated in the Policy of Communication with Shareholders or Investors dated 15 March 2018, 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.
D.6.4 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 dated 15 March 2018. 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.
D.7 Timely filing/release of annual/financial reports
D.7.1 Are the audited annual financial report / statement released within 120 days from the financial year end? CIMB Niaga's 2018 Financial Statements (audited) was issued on 15 February 2019, i.e. 46 days from the financial year end, as shown in 2018 Annual Report page 702 - 704 (Directors' Statement and Independent Auditors' Report)). It was issued and submitted to IDX and disclosed to public via Bank's website on 20 February 2019, i.e. 51 days from the financial year end, as shown in the Investor News
D.7.2 Is the annual report released within 120 days from the financial year end? 2018 Annual Report and Sustainability Report were published on 15 March 2019, i.e 74 days from the financial year end.
D.7.3 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 2018 Annual Report page 702 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.
D.8 Company Website
Does the company have a website disclosing up-to-date information on the following:
D.8.1 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 3 years, while the Quaterly Financial Reports are available for the last 7 years.
D.8.2 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 6 months
D.8.3 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 7 years
D.8.4 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.
D.8.5 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.
D.8.6 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.
D.9 Investor Relations
D.9.1 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
E.1 Board Duties and Responsibilities
Clearly defined board responsibilities and corporate governance policy
E.1.1 Does the company disclose its corporate governance policy / board charter? CIMB Niaga's Corporate Governance Policy is manifested through Articles of Association dated 18 Sept 2017, GCG Charter dated 16 March 2016, BOC Charter dated 19 Dec 2017, Code of Ethics & Conduct dated 16 June 2017, BOD Charter dated 3 Oct 2017 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.
E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed? Types of decisions requiring BOD/BOC' approval are disclosed in:
  • Articles of Association dated 18 Sept 2017 article 15 stated BOD's roles and authorities, which include type of decisions required BOC's approval.
  • BOC Charter dated 19 Dec 2017 stated the roles and responsibilities of BOC including that Bank's Business Plan, Provision of funds to related parties, and Bank's strategic policies must obtain BOC's approval.
  • BOD Charter dated 3 Oct 2017 stated the roles and responsibilities of BOD including , through BOD meeting, must provide approval on strategic matters and have material impact to the Bank, both short term and long term.
  • GCG Charter dated 16 March 2016: the BOC and BOD determine and approve Bank's Vision, Mission and Core Values.
E.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
E.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 GCG Charter dated 16 March 2016 and Annual Report

Vision, Mission and Core Values of CIMB Niaga must be reviewed at least once a year

Latest review were performed on 18 October 2018 by Bank's management.
E.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 dated 3 Oct 2017.
BOD is responsible to develop, review, monitor and oversee Bank’s strategy, which performed through several actions as follows:
  • Preparation of Bank’s Business Plan
  • Discussion in BOD meetings and joint meetings with BOC
  • Approved Bank’s Business Plan together with BOC
  • Periodic Senior Leader Meetings to formulize and review Bank’s strategy
  • Preparation of Report of Realization of Bank’s Business Plan, quarterly by BOD
  • Preparation of Supervision Report of Realization of Bank’s Business Plan, every semester by BOC
E.1.6 Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?
E.2 Board Structure
Code of Ethics or Conduct
E.2.1 Are the details of the code of ethics or conduct disclosed? CIMB Niaga's Code of Ethics and Conduct dated 16 June 2017 can be easily accessed through Bank's website and web-based application Learning on the Go (for internal purpose only)
E.2.2 Are all directors/commissioners, senior management and employees required to comply with the code/s? CIMB Niaga's Code of Ethics and Conduct dated 16 June 2017 applies for all members of BOC, BOD and employee (both permanent and contract employee).

During Annual KPI assessment, the respective BOC, BOD and employee must read and re-confirm their compliance with CIMB Niaga's Code of Ethics & Conduct, through HR System.
E.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 & Conduct dated 16 June 2017 was diseminated and implemented through various programs such as blast emails, Code of Ethics & Conduct survey, Code of Ethics & Conduct e-learning modul via Learning on the Go, etc. Code of Ethics & Conduct implementation is monitored through provisions in the Disciplinary Policy & Determination of Sanctions for Violations dated 2 May 2012 and the number of violations occuring throughout 2018 have been reported in the 2018 Annual Report page 586 - 588.

The CIMB Niaga also has whistleblowing system as a medium to report violations of Code of Ethics & Conduct as well as strict sanctions for the violators of Code of Ethics.

During Annual KPI assessment, the respective BOC, BOD and employee must read and re-confirm their compliance with CIMB Niaga's Code of Ethics & Conduct, through HR System.
Board Structure & Composition
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? As regulated in BOC Charter, 50% of BOC members of CIMB Niaga are Independent Commissioners.
The composition and profile of BOC members can be accessed through Bank's website in BOC Profile, and 2018 Annual Report page 432.
E.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 requires the term of office of Independent Commissioner a maximum of 2 consecutive periods (8 years). An Independent Commissioner who has served for more than 2 consecutive periods might be reappointed for the next period as long he/she declared him/herself remain independent to GMS. It is inline with the provision in OJK regulation.
E.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:
  • Member of BOC, BOD or executive Officer at 1 (one) non financial institution.
  • Member of BOC, BOD or Executive Officer whom conducts supervisory function at 1 (one) non-bank subsidiary, controlled by the Bank: and/or
  • Member of BOC hold positions in nonprofit organizations or institutions, or
  • For Non-Independent Commissioner, he/she may performs the functional duties of the Bank's shareholders, which is a legal entity, in the Bank's business group


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 of each member of BOC and BOD were disclosed in 2018 Annual Report page 437-438 and 459-460.
E.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 of each member of BOD is determined in 2018 Annual Report page 459-460
Nomination Committee (NC)
E.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: Pri Notowidigdo (Independent Commissioner)
Member : Glenn M.S. Yusuf (Vice President Commissioner)
Member : Joni Raini (Executive Officer - HR) - (Non Director and Non Commissioner)
E.2.9 Is the Nominating Committee comprised of a majority of independent directors/commissioners? NRC consists of 3 (three) members:
  • 1 (one) member (concurrently Chairman of the Committee) is Independent Commissioners
  • 1 (one) member is Non Independent Commissioner, and
  • 1 (one) member is an Executive Officer - HR, (Non Director and Non Commissioner)

The NRC composition is in compliance with OJK regulation No. 55/POJK.03/2016 regarding implementation of good corporate governance for Commercial Banks. (BOC Committees)
E.2.10 Is the chairman of the Nominating Committee an independent director/commissioner? Chairman of CIMB Niaga's NRC is Mr. Pri Notowidigdo, Independent Commissioner of the Bank. (BOC Committees)
E.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.
E.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 4 months.

In 2018, NRC held 9 meetings. Total meeting, attandances of NRC members in the meeting and the realisation of duties of NRC in 2018 were disclosed in CIMB Niaga's 2018 Annual Report page 512-518.
Remuneration Committee (RC) /Compensation Committee
E.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: Pri Notowidigdo (Independent Commissioner)
Member : Glenn M.S. Yusuf (Vice President Commissioner)
Member : Joni Raini (Executive Officer - HR) - (Non Director and Non Commissioner)
E.2.14 Is the Remuneration Committee comprised of a majority of independent directors/commissioners? NRC consists of 3 (three) members:
  • 1 (one) member (concurrently Chairman of the Committee) is Independent Commissioners
  • 1 (one) member is Non Independent Commissioner, and
  • 1 (one) member is an Executive Officer - HR, (Non Director and Non Commissioner)

The NRC composition is in compliance with OJK regulation No. 55/POJK.03/2016 regarding implementation of good corporate governance for Commercial Banks. (BOC Committees)
E.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner? Chairman of CIMB Niaga's NRC is Mr. Pri Notowidigdo, Independent Commissioner of the Bank. (BOC Committees)
E.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.
E.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 4 months.

In 2018, NRC held 9 meetings. Total meeting, attandances of NRC members in the meeting and the realisation of duties of NRC in 2018 were disclosed in CIMB Niaga's 2018 Annual Report page 512-518.
Audit Committee (AC)
E..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 : Jeffrey Kairupan (Independent Commissioner)
Member : Zulkifli M. Ali (Independent Commissioner)
Member : Mawar I.R. Napitupulu (Independent Party)
Member : Yap Tjay Soen (Independent Party)
E..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
1 (one) member: Independent Commissioner
2 (two) members: Independent Parties.

It is disclosed in Bank's website in BOC Committees and 2018 Annual Report page 506
E.2.20 Is the chairman of the Audit Committee an independent director/commissioner? The Chairman of CIMB Niaga's Audit Committee is Mr. Jeffrey Kairupan, Independent Commissioner of the Bank. It is disclosed in Bank's website in BOC Committees
E.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.
E.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? Some members of CIMB Niaga's Audit Committee have experience and/or qualification in accounting, such as: Ms. Mawar I. R. Napitupulu, Audit Committee member who holds Bachelor Degree in Accounting from University of Indonesia. She is also Senior Managing Partner at Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Co (RSM Indonesia), Chairwoman of the Professional Honorary Committee Indonesian Institute of Certified Public Accountants, and Lecturer at Faculty of Economics, University of Indonesia.

The profile of Audit Committee members are disclosed in CIMB Niaga's 2018 Annual Report page 507 and Bank's website in BOC Committees
E.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 stated that Audit Committee meeting must be held at least once in 3 (three) months, or 4 (four) times a year.

In 2018, Audit Committee has 14 (fourteen) meetings. Total meeting, attendance of the meeting and the implementation of Audit Committee function in 2018 are disclosed in 2018 Annual Report page 506-511.
E.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 of Public Accountant whom will audit Bank's financial report.
E.3 Board Processes
Board Meetings and Attendance
E.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 2018 Annual Report page 488 and 492.
E.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 2018 are as follows:
BOC Meetings:
  • 8 BOC meetings, attended by BOC members only
  • 4 BOC meetings inviting BOD, attended by BOC members and BOD members


BOD Meetings:
  • 37 BOD meetings, attended by BOD members
  • 4 BOD meetings inviting BOC, attended by BOD members and BOC members


The agenda meetings, attendance of the meetings are disclosed in 2018 Bank's Annual Report page 488-503
E.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 meetings in a year shall be attended by all members of the BOD physically

In 2018, 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 2018 Bank's Annual Report page 488-503
E.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.
E.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 dated 18 Sept 2017 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 2018, CIMB Niaga held 8 BOC Meetings. List of attendance of each BOC member in the 2018 BOC Meeting can be found in Annual Report page 488-491
Access to Information
E.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
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? In the GCG Charter, 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.
E.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 and Master in Law from Trisaksti University. 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 2018 is determined in Annual Report page 542
Board Appointment and Re-Election
E.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 in BOC Charter and BOD Charter as well as Nomination Policy for BOC and BOD.

The critera for new Director can be found also in Annual Report page 461-464, while criteria for new Commissioner are in page 439-441 and Bank's website in BOC Appointment Process & Criteria and BOD Appointment Process & Criteria
E.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 Annual Report page 439-441 and 461-464 as well as in Bank's website in BOC Appointment Process & Criteria and BOD Appointment Process & Criteria
E.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 dated 18 Sept 2017 articles 14.2 and 17.2: members of BOC and BOD were appointed by GMS for term of service of 4 (four) 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 issued in 2018.
Remuneration Matters
E.3.12 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? In CIMB Niaga's 2018 Annual Report page 483-487, it was disclosed the remuneration policy for members of BOD, including the procedure, indicator and structure of remuneration as regulated in Bank's Risk Based Remuneration Policy dated 1 Dec 2018

The establishment of structure, policy and value of remuneration of each BOD member were conducted by considering duties, authorities, performance and responsibilities of BOD, peers group remuneration, Bank's performance, Director's individual performance and Bank's capabilities.

The remuneration for members of BOD was approved by Shareholders through AGM.
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners? In CIMB Niaga's 2018 Annual Report page 480-483, it was disclosed based on Bank's Risk Based Remuneration Policy dated 1 Dec 2018, BOC remuneration structure, consists of Remuneration Package and Other Benefits received. BOC members did not receive variable remuneration and Management Stock Ownership Program.

The establishment of structure, policy and value of remuneration for each BOC member were conducted by considering duties, authorities, performance and responsibilities of BOC as well as peers group' remuneration and Bank's capabilities.

The remuneration for members of BOC was approved by Shareholders through AGM.
E.3.14 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 2019 AGM & 2018 AGM can be accessed through Bank's website.

Employee Performance Assessment Policy dated 3 Oct 2017: 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.
E.3.15 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 dated 1 Dec 2018 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:
  • Prudential principle in the risk based remuneration
    • Fix remuneration shall refer to Bank’s policy by taking into account size, complexity of business, peer group, inflation, financial performance, prevailing regulations, etc
    • Variable remuneration will be in cash and/or stock or stock based instrument issued by the Bank, in certain percentage of total remuneration by considering performance, objectivity, independency and risk of the Bank
    • Variable remuneration will be provided to BOD and MRT by considering the role and responsibility in managing the Bank
  • Material Risk Takers Determination
    • Determination of MRT by using qualitative method
    • Determination of MRT can also use quantitative method
    • The employee whom determined as MRT may not determined as MRT at the next year
  • Malus and/or Clawback mechanism
    • Risk based variable remuneration will be provided by using malus method, clawback method or both methods
    • Minimum deferred period for variable remuneration is 3 years with prorate basis.
Internal Audit
E.3.16 Does the company have a separate internal audit function? As stated in GCG Charter, 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 dated 30 Juli 2018.
E.3.17 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 Pramana Gunadi. His profile is disclosed in Annual Report page 552
E.3.18 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
E.3.19 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 version 04.2018 dated May 2018, 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.
E.3.20 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, Operational Risk Management Commiittee (ORC) to manage Operational Risk, Credit Policy Committee (CPC) to discuss policies related to credit and the Capital Management & Recovery Plan Committee (CMRP) to manage capital risk. The decisions made by ALCO, ORC and CPC shall be reported to RMC.

Evaluation of risk management strategy implementation is conducted by BOC through Risk Oversignt Committee. It is disclosed in 2018 Annual Report page 519-524.

In the CIMB Niaga's 2018 Annual Report page 506-511, it is also disclosed that the BOC, assisted by the Audit Committee, is responsible for oversight in order to ensure the implementation of internal controls in general, including the policies set by BOD.

E.3.21 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 2018 Annual Report, particularly Risk Management chapter page 254-361 and 572-574, 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 2018 Annual Report page 261, 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 dated May 2018)
E.3.22 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 2018 Annual Report page 511, Audit Committee stated that the internal control system 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.
E.4 People on the Board
Board Chairman
E.4.1 Do different persons assume the roles of chairman and CEO? President Commissioner (Chairman) of CIMB Niaga is Mr. Tengku Dato' Sri Zafrul Tengku Abdul Aziz, while President Director is Mr. Tigor M. Siahaan.

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) & Annual Report
E.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.
E.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.
E.4.4 Are the roles and responsibilities of the chairman disclosed? Roles and responsibilities of President Commissioners of CIMB Niaga is disclosed in 2018 Annual Report page 434-435 and BOC Charter
Lead Independent Director
E.4.5 If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? In the BOC Charter of CIMB Niaga, it is defined that if the President Commissioner is not an independent party, BOC will appoint one of Independent Commissioner as Lead/Senior Independent COmmissioner and establish his/her role.
Skills and Competencies
E.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
E.5 Board Performance
Directors Development
E.5.1 Does the company have orientation programmes for new directors/commissioners? Orientation program for new Commissioners and Directors are disclosed in 2018 Annual Report page 446-447 and 466-467. 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:
  • Vision and Mission
  • Code of Ethics
  • Organizational Structure
  • Articles of Association
  • Good Corporate Governance Charter
  • BOC, BOD & Committees Charters
  • Regulations related to Banking & Capital Market
  • Annual Report
  • Bank Business Plan
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? The BOC Charter and BOD Charter of CIMB Niaga requires BOC and BOD members to continuously increase his/her professional competencies through educations and trainings.

In the Annual Report page 446-451 and 466-471 are disclosed the trainings/workshops/seminars attended by each BOC and BOD members in 2018.
CEO/Executive Management Appointments and Performance
E.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:
  • BOC, assisted by NRC, ensure that CIMB Niaga has a talent management system
  • The system managed by HR as a tool to identify executive officers who have the potential
  • HR and NRC identifies internal talents, and professional talents if needed, as the succession planning of the BOD, including CEO and/or Senior Management
  • For internal talents, HR will evaluate and provide trainings or career development opportunities


Such policy was disclosed in 2018 Annual Report page 517-518
E.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 approach in interpreting the strategic objective in KPI with the criteria: shared target, financial, T18 Initiatives, Risk & Compliance, Learning & Growth
Process: the assessment result is submitted to NRC for review and recommendation and further submitted to BOC for approval.

It was disclosed in 2018 Annual Report page 473-474.
Board Appraisal
E.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's BOC Collegial assessment
Criteria: (i) structure of BOC, (ii) strategic thinking, (iii) oversight & governance, and (iv) discussion & recommendation effectiveness
Process: self-assessment by BOC members and evaluated by President Commissioner, by considering NRC recommendation
Frequency: annually

BOD Collegial Performance Assessment
Criteria: (i) Role of BOD, (ii) Implementation of Strategy and Management of the Bank, (iii)BOD meeting, (iv) Implementation of GCG, (v) Effectiveness of Risk Management implementation and internal control
Process: (i) self-assessment by BOD members, (ii) the result shall be presented in BOD meeting to determine the effectiveness & area that need improvement, (iii) President Director convey the result to BOC and NRC to obtain feedback and endorsment.
Frequency: annually

The criteria and process are disclosed in 2018 Annual Report page 472-474 and NRC Charter (Appendix 1 & 2)
Director Appraisal
E.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) strategic thinking, (ii) Banking Industry/Technical Knowledge, (iii) Contribution to the Board
Process: self-assessment by BOC members and evaluated by President Commissioner, by considering NRC recommendation
Frequency: annually

BOD individual performance assessment is conducted by applying Balanced Scorecard approach in interpreting the strategic objective in KPI with the criteria: shared target, financial, T18 Initiatives, Risk & Compliance, Learning & Growth
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 2018 result are disclosed in Annual Report page 472-474 and NRC Charter (Appendix 1).
Committee Appraisal
E.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
Criteria on collegial assessment: (i) committee structure, (ii) strategic thinking, (iii) oversight & governance, (iv) discussion & recommendation effectiveness
Criteria on individual assessment: (i) strategic thinking, (ii) Banking Industry/Technical Knowledge, (iii) Contribution to the Committee
Process: self-assessment by BOC members and evaluated by Chairman of the Committee, by considering NRC recommendation
Frequency: annually

The criteria and process are disclosed in 2018 Annual Report page 452-453 and NRC Charter (Appendix 1)

Collegial Executive Committee Performance are regulated in respective Charters of the Executive Committees
Criteria: (i) total meetings, (ii) BOD attendance; (iii) SLA of minutes of meeting, (iv) Action matters arising
Process: self-assessment by Committee members and evaluated by Chairman of he Committee
Frequency: annually

The criteria and process are disclosed disclosed in 2018 Annual Report page 471
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 & EGM held in 2019 and 2018, CIMB Niaga practiced fully secure electronic voting in absentia. the detai of rules, e-voting procedure and resolutions of the meeting can be accessed through Bank's website 28 days prior to the AGM.
(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 2019 & 2018, CIMB Niaga issued Notice of the Meeting 28 days prior to the date of the Meeting.
2019 AGM: Notice issued on 15 March 2019, AGM on 15 April 2019
2018 AGM: Notice issued on 26 March 2018, AGM on 24 April 2018

The Notice, included adetailed genda and explanatory of each agenda was published through national newspapers, Bank's website and IDX's website 28 days prior to the date of AGM.
(B)C. ROLE OF STAKEHOLDERS
(B)C.1
(B)C.1.1 Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? CIMB Niaga issued Sustainability Report which prepared based on Global Reporting Initiative (GRI) Standard Framework and its Financial Services Sector Supplement (FSSS). It received Independent Assurance Statement from Independent Party, namely Social Responsibility Asia (SR Asia).
(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 2018 Audited Financial Report was released on 15 February 2019, 46 days after the financial year end, and published through Bank's website and newspapers.
(B)D.1.2 Does the company disclose details of remuneration of the CEO? CEO (President Director)'s remuneration of CIMB Niaga was included in the disclosure of BOD's remuneration in 2018 Annual Report page 483-484
(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 1 female Independent Commissioner and 6 female Directors out of 11 BOD members.

The profile of BOC and BOD members are disclosed in Bank's website (BOC Profile & BOD Profile) and Annual Report.
(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 2018 Annual Report page 475-476, 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 3 (three) members:
  • 1 (one) member (concurrently Chairman of the Committee) is Independent Commissioners
  • 1 (one) member is Non Independent Commissioner, and
  • 1 (one) member is an Executive Officer - HR, (Non Director and Non Commissioner)


The compostion of NRC members are in compliance with OJK regulation No. 55/POJK.03/2016 regarding the implementation of good corporate governance for Commerncial 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.

Detail of appointment procedure of BOD/BOC members are disclosed in Annual Report page 439-441 and 461-464
(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 2018 Annual Report page 440 and 463.

In 2018, CIMB Niaga retained service of external search firm (head hunter) in searching the candidate of Director, which then selected through the nomination process by Remuneration and Nomination Commitee of the BAnk and appointed in the EGM held on 19 Dec 2018. (BOD Appointment Process & Criteria).

While in 2019, CIMB Niaga retained the service of external search firm (head hunter) in searching the candidate of members of BOC, which then selected through the nomination process by Remuneration and Nomination Committee of the Bank and appointed in the AGM held on 15 April 2019. (BOC 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 or 50% of total BOC members. The profile of BOC members are disclosed in Annual Report page 102-107 and 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 board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board? 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:
  • BCM Framework, including infrastructure, process, resources
  • Role and responsibilities of BOD, Crisis Management Committee (CMC), Crisis Coordination Team (CCT), Incident Management Team (IMT), Recovery Task Force (RFT), Organization structure of BCM, Organization structure during Crisis or Disaster
  • Crisis Management, including: severity level, crisis declaration, Crisis Command Centre, Escalation Process, Monitoring & Reporting, Recovery, After Crisis


As stated in 2018 Annual Report page 394 - 396, 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.
(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 2018 Annual Report page 519-524 and 530-531.
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 plans to buy back maximum 20 million 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 Companas - was proposed and approved by the Shareholders through the General Meeting of Shareholder.
The resolution and Meeting Resume (Notarial) of 2019 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? 2019 AGM, 2018 AGM & EGM did not include any additional and unannounced agenda item into the notice of AGM/EGM.
(P)A.3.2 Did the Chairman of the Board, Audit Committee Chairman and CEO attend the most recent AGM? As stated in the Result and Meeting Resume (Notarial) of 2019 and 2018 AGM which published at 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, President Commissioner, Chairman of Audit Committee and President Director attended the AGM held in 2019 and 2018, as disclosed in the Result of AGM.
(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. It is disclosed in the 2018 Annual Report page 235
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 2018 Audited Financial 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)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 2018 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 over the past year apart from disclosure rules? 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 Mr. Zulkifli M. Ali was appointed as CIMB Niaga Independent Commissioner in Extraordinary GMS on 18 July 2008 and became effective on 14 October 2008. His latest re-appointement was on 15 April 2016.

In his latest appointment, he has declared to the GMS that he remains independent, it is in compliance with OJK Regulation.
(P)E.2.2 Did the company fail to identify who are the independent director(s)/ commissioner(s)? CIMB Niaga discloses profile of Independent Commissioners in Bank's website (BOC Profile) & 2018 Annual Report page 432.
(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 2018 Annual Report page 437-438.
(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 Auuditor 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 independent 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 2019 and 2018 AGM which published to the Bank's website at the same day with the closing of the meeting and in national newspaper by the next working day after the Meeting, all members of the BOC did not receive any options, performance shares or bonus. It shown in the result of 2019 and 2018 AGM