Implementation of Corporate Governance Aspects and Principles for Public Companies Pursuant to Financial Services Authority Provisions
The OJK issued 5 (five) aspects, 8 (eight) principles, and 25 (twenty-five) governance recommendations, as stated in OJK Regulation No. 21/POJK.04/2015 concerning the Implementation of Corporate Governance Guidelines for Public Company and OJK Circular Letter No. 32/SEOJK.04/2015 concerning Corporate Governance Guidelines for Public Company, respectively. CIMB Niaga has implemented these aspects, principles, and recommendations based on the following “comply or explain” approach:
| Aspect | Principle | Recommendation | Description |
|---|---|---|---|
| Public Company Relations with Shareholders in Ensuring the Shareholder Rights | Principle 1: Increasing the Value of Holding a General Meeting of Shareholders (GMS) |
1.1 Public Company have a technical voting procedures, both open and closed, that prioritize independency and the interests of shareholders. | Comply As an effort to increase shareholder independence, freedom, and confidentiality in the voting process, CIMB Niaga has a policy of conducting closed and electronic voting (e-voting) at the GMS for each GMS agenda. This policy is set out in the Rules of the GMS. The closed and electronic voting mechanisms at the Annual GMS and Extraordinary GMS have been carried out since 2018 via touch screens devices provided by CIMB Niaga, smart phones, or other mobile devices (tablets, iPads, etc.) belonging to the shareholder or their proxy. CIMB Niaga is thus the first Public Company in Indonesia to hold e-voting. Shareholders and/or their proxies who attend electronically can carry out the e-voting process on the eASY.KSEI application. Whereas, shareholders who provide power of attorney with the e-Proxy mechanism are deemed to have exercised their voting rights through the eASY.KSEI application and are not permitted to carry out the e-Voting process at the GMS venue. The counting of voting results is carried out by the independent parties, namely PT Bima Registra, the Securities Administration Bureau, Notary Ashoya Ratam SH., MKn., and Notary Yumna Shabrina SH., MKn. (in the absence of Notary Ashoya Ratam). This ensures the independence and interests of shareholders in the voting process. The Rules of GMS and video of e-Voting mechanism at the GMS venue have been uploaded on the Bank’s website 28 (twenty-eight) days prior to the date of the GMS, distributed to the shareholders when entering the GMS room, and read aloud by the Corporate Secretary before the GMS started. |
| 1.2 All members of the Board of Directors and members of the Board of Commissioners of the Public Company are present at the Annual GMS | Comply All members of CIMB Niaga’s Board of Directors and Board of Commissioners attended the AGMS on 10 April 2023. Members of the Board of Directors and Board of Commissioners who were present could represent the Bank in explaining each AGMS agenda to shareholders, ensuring that it was properly implemented. |
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| 1.3 Summary of the GMS minutes is available on the Public Company website for at least 1 (one) year. | Comply CIMB Niaga uploads the summary of the GMS minutes on the same day after the GMS is held to the CIMB Niaga website. A summary of the GMS minutes from 2013 up to the present is available on the Bank’s website, both in Bahasa and English. |
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| Public Company Relations with Shareholders in Guaranteeing Shareholder Rights | Principle 2: Improving the Quality of Public Company communication with Shareholders or Investors |
2.1 Public Company have a communication policy with shareholders or investors. | Comply CIMB Niaga has a Policy on Communication with Shareholders or Investors No. M.02 which has been uploaded to website. The Bank’s communication activities include the implementation of GMS, Public Expose, Analyst Meetings, teleconferences/meetings/ webinars with investors and analysts, Annual Rating Review, publication of Monthly, Quarterly, and Annual Financial Statements, and accurate and timely information disclosure. CIMB Niaga also provides information on head office and branch addresses, e-mail addresses, and phone numbers on the website and in the Annual Report, as well as social media access (Facebook, Twitter, Instagram, LinkedIn), and Call Center so that shareholders and investors can easily communicate with the Bank. |
| 2.2 The Public Company discloses the Public Company’s communication policy with shareholders or investors on the Website. | Comply CIMB Niaga’s Policy on Communication with Shareholders or Investors No. M.02 has been uploaded to the CIMB Niaga website. |
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| Functions and Roles of the Board of Commissioners | Principle 3: Strengthen the Membership and Composition of the Board of Commissioners |
3.1 Determination of the number of members of the Board of Commissioners considers the conditions of the Public Company | Comply CIMB Niaga has a Nomination Policy for Members of the Board of Commissioners, Board of Directors, and Independent Parties as members of the Committee at the Board of Commissioners level No. M.04, which serves as a guideline for the Nomination and Remuneration Committee in the process of nominating members of the CIMB Niaga Board of Commissioners while considering the Bank’s needs, conditions, and capabilities. At the time this Annual Report was published, the Bank’s Board of Commissioners was made up of 7 (seven) people, with 4 (four) Independent Commissioners (57%) and 2 (two) of them are female Independent Commissioners. The number of members on the Bank’s Board of Commissioners does not exceed that of the Board of Directors. |
| 3.2 Determination of the composition of members of the Board of Commissioners considers the diversity of skills, knowledge and experience required. | Comply The CIMB Niaga Board of Commissioners has a diverse background in terms of expertise, knowledge, experience, and nationality, aim to support the Bank’s business development. This is shown in the profiles of each Board of Commissioners. |
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| Principle 4: Functions and Roles of the Board of Directors in Enhancing the Quality of Implementation of the Duties and Responsibilities of the Board of Commissioners |
4.1 The Board of Commissioners has a self-assessment policy to assess their performance | Comply The policy to assess the performance of the Board of Commissioners and Committees at the Board of Commissioners level is outlined in the Appendix to the Nomination and Remuneration Committee Charter, which is available on the CIMB Niaga website, and is included in the Corporate Governance Report Chapter of this Annual Report, along with the assessment results. |
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| 4.2 The self-assessment policy for assessing the performance of the Board of Commissioners is disclosed in the Public Company’s Annual Report | Comply The Board of Commissioners’ performance assessment policy is set out in the Appendix to the Nomination and Remuneration Committee Charter, and disclosed in the Corporate Governance Report Chapter of this Annual Report, along with the assessment results. |
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| 4.3 The Board of Commissioners has a policy regarding the resignation of members of the Board of Commissioners if they are involved in financial crimes. | Comply CIMB Niaga’s Board of Commissioners Charter (point XI.4) regulates that members of the Board of Commissioners who are involved in financial crimes and/or other criminal acts are required to resign from their positions. |
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| 4.4 The Board of Commissioners or the Committee that carries out the Nomination and Remuneration function prepares a succession policy in the Nomination process for members of the Board of Directors. | Comply The succession policy has been regulated in the Nomination and Remuneration Committee Charter and the Nomination Policy for Members of the Board of Commissioners, Board of Directors, and Independent Parties as members of the Committees at the Board of Commissioners level No. M.04, as well as disclosed in the discussion of the Nomination and Remuneration Committee in this Annual Report. |
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| Functions and Roles of the Board of Directors | Principle 5: Strengthen the Membership and Composition of the Board of Directors |
5.1 Determination of the number of members of the Board of Directors considers the condition of the Public Company and effectiveness in decision making. | Comply CIMB Niaga has a Nomination Policy for Members of the Board of Commissioners, Board of Directors and Independent Parties as members of the Committees at the Board of Commissioners level No. M.04 as a guideline for the Nomination and Remuneration Committee in the process of nominating members of the CIMB Niaga Board of Directors by considering the Bank’s financial condition and capabilities, as well as the organizational needs and complexity of the Bank as the second largest private bank in Indonesia. At the time this Annual Report was published, the Bank’s Board of Directors consisted of 10 (ten) members. The number of members on the Bank’s Board of Directors exceeds that of the Board of Commissioners. |
| 5.2 Determination of the composition of members of the Board of Directors considers the diversity, skills, knowledge and experience required. | Comply CIMB Niaga’s Board of Directors have diverse backgrounds in terms of expertise, knowledge and experience. This shown in the profile of each Director. The diversity and number of the Board of Directors is needed in order to provide the best alternative problem resolution for the Bank, in accordance with the needs, size and complexity of the Bank’s business. |
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| 5.3 Members of the Board of Directors who are in charge of accounting or finance have expertise and/or knowledge in the field of accounting. | Comply Mr Lee Kai Kwong is CIMB Niaga’s Director of Strategy, Finance, and SPAPM, overseeing accounting and finance. He has a Bachelor of Science (Fin) from the University of Pennsylvania in the United States and has previously worked as Senior Managing Director - Regional Head Consumer Business Planning & Analysis at CIMB Bank Malaysia, as well as in various positions in the Finance sector. Mr Lee Kai Kwong meets the requirements for expertise and/or knowledge in accounting and/or finance. |
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| Principle 6: Improving the Quality of Implementation of the Board of Directors’ Duties and Responsibilities |
6.1 The Board of Directors has a self-assessment policy to assess their performance | Comply The Board of Directors’ performance assessment policy is governed by the Appendix to the Nomination and Remuneration Committee Charter, which is available on the CIMB Niaga website. |
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| 6.2 The self-assessment policy for assessing the performance of the Board of Directors is disclosed in the Public Company’s annual report. | Comply The Board of Directors’ performance assessment policy is set out in the Appendix to the Nomination and Remuneration Committee Charter and disclosed in the Corporate Governance Report Chapter of this Annual Report, along with the results. |
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| 6.3 The Board of Directors has a policy regarding the resignation of members of the Board of Directors if they are involved in financial crimes. | Comply CIMB Niaga’s Board of Directors Charter (point XI.4) regulates that members of the Board of Directors who are involved in financial crimes and/or other criminal acts are required to resign from their positions. |
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| Stakeholder Participation | Principle 7: Improving Corporate Governance Aspects through Stakeholder Participation |
7.1 Public Company have a policy to prevent insider trading | Comply To prevent insider trading, CIMB Niaga has a Conflict Management Policy that has been posted on the CIMB Niaga website. This policy seeks to establish rules, identify, reduce, and manage potential conflicts of interest that may arise within the Bank as a result of activities carried out by the Bank’s business units that enable them to obtain information about the Bank, Bank customers, and the CIMB Group. |
| 7.2 Public Company have anti-corruption and anti-fraud policies | Comply CIMB Niaga’s Anti-Bribery & Corruption Policy No. M.11, Anti-Bribery Management System Policy No. M.14, and Anti-Fraud Policy No. E.07 have all been uploaded to the CIMB Niaga website. The Anti-Bribery & Corruption Policy and the Anti-Bribery Management System Policy were developed with the goal of providing information and guidance to parties working for and on behalf of the Bank on procedures for detecting, avoiding, communicating, and dealing with bribery and corruption issues. The Anti-fraud Policy governs the framework, governance, and implementation of anti-fraud strategies, which are delivered through four pillars: prevention, detection, investigation, and monitoring. Further information about the Anti-Bribery and Corruption Policy and the Anti-fraud Policy is disclosed in this Annual Report. |
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| 7.3 Public Company have a policy regarding the selection and improvement of supplier or vendor capabilities. | Comply CIMB Niaga has a Goods and Services Procurement Policy No. E.04.A.06, a Goods and Services Procurement Procedure No. E.04.A.06.P.01, and a CIMB Niaga Vendor Code of Ethics, all of which have been uploaded to the CIMB Niaga website and are further disclosed in this Annual Report. The Code of Ethics and Code of Conduct, as well as the Anti-Bribery and Corruption Policy, govern relationships with business partners (customers, suppliers, vendor partners, and consultants who work with the Bank), and include anti-competition policies, objective evaluation, prohibition of gratification, and provisions for consultation and lobbying with business/enterprise partners. |
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| 7.4 Public Company have a policy to fulfill creditor rights. | Comply CIMB Niaga has a Creditor Rights Fulfillment Policy No. M.05, which is available on the CIMB Niaga website and is further disclosed in this Annual Report. This policy stipulates that CIMB Niaga implements and respects creditors’ rights by treating all creditors equally, fulfilling their rights and obligations on time, and keeping no Bank information hidden (disclose). |
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| 7.5 Public Company have a whistleblowing system policy. | Comply CIMB Niaga has Whistleblowing Policy No. E.08 which has been uploaded on the CIMB Niaga website and is further disclosed in this Annual Report. |
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| 7.6 Public Company have a policy of providing long-term incentives to Board of Directors and employees. | Comply CIMB Niaga’s Risk Based Remuneration Policy No. A.06.02 includes a policy for providing long-term incentives to Board of Directors and employees who meet the Material Risk Taker (MRT) criteria. An explanation of the Risk-Based Remuneration Policy is further disclosed in this Annual Report. |
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| Information Disclosure | Principle 8: Improving the Implementation of Information Disclosure |
8.1 Public Company make wider use of information technology apart from Websites as a medium for information disclosure. | Comply Aside from the website, CIMB Niaga uses other information technology such as telephone banking, e-mail, radio, print media, social media (such as Instagram, Facebook, Twitter, LinkedIn, and YouTube), screens/ TVs at branch offices, ATMs, OCTO Clicks, and OCTO Mobile as media channels for information dissemination. Further explanation regarding Access to Company Information and Data is disclosed in this Annual Report. |
| 8.2 The Public Company’s Annual Report discloses the ultimate beneficial owner in Public Company share ownership of at least 5% (five percent), in addition to disclosure of the ultimate beneficial owner in Public Company share ownership through the major and controlling shareholders | Comply CIMB Niaga does not have shareholders with share ownership of at least 5% other than the controlling shareholder (CIMB Group) as disclosed in the Company Profile chapter in this Annual Report. |