Indonesian General Guidelines for Corporate Governance (PUGKI)
The implementation of Good Corporate Governance (GCG) principles plays a critical role in enhancing investor and stakeholder confidence, reducing the cost of capital, strengthening the capital markets and financial services sector, expanding employment opportunities, and encouraging economic growth aligned with sustainable development principles. The National Committee for Governance Policy (KNKG) has issued the 2021 General Guidelines for Indonesian Corporate Governance (PUGKI) as a guideline for globally standardized corporate governance practices, which are recommended primarily for corporations listed on the capital market and managing public funds.
CIMB Niaga applies the principles and recommendations of the 2021 PUGKI based on an “apply or explain” approach, with the following implementation details at the Bank:
| Principle | Recommendations | Implementation at CIMB Niaga | |
|---|---|---|---|
| Principle 1: Roles and Responsibilities of the Board of Directors and Board of Commisisoners |
1.1 Roles and Responsibilities of the Board of Directors | 1.1.1 To achieve sustainable value creation, the Board of Directors carries out its leadership role and seeks to achieve the following governance outcomes:
1.1.2 The Board of Directors must ensure that the corporate mission, vision, goals, objectives, strategies, as well as annual and mid-term plans are consistent with long-term goals, by effectively utilizing innovation and technology. 1.1.3 The Board of Directors ensures that the corporation implements an appropriate and effective risk management and internal control system that is aligned with the corporate vision, mission, goals, objectives and strategies, as well as complying with applicable laws and regulations and standards. 1.1.4 The Board of Directors ensures that the integrity of the corporate accounting and financial reporting system and the timely and accurate disclosure of all material information about the corporation. 1.1.5 The Board of Directors ensures that sustainability reporting has been prepared properly. 1.1.6 The Board of Directors builds a framework for corporate information technology (IT) governance that is aligned with corporate business needs and priorities, drives business opportunities and performance, strengthens risk management, as well as supports corporate goals and strategies. 1.1.7 For corporations conducting business activities based on Sharia principles, the Board of Directors needs to ensure the authority and availability of adequate supporting tools, allowing the Sharia Supervisory Board to carry out its role effectively. 1.1.8 The Board of Directors’ Charter is periodically reviewed. The Charter includes, among others, the delegation of roles for the Directors individually, which can be regulated in the Board of Directors’ Charter or by a decision letter of the Board of Directors. 1.1.9 The Board of Directors has a policy regarding the resignation of members of the Board of Directors if they are involved in a financial crime and are proven to have made a mistake. |
Apply The Board of Directors realized high standards of business ethics and ensures the implementation of a code of ethics that fosters a corporate culture of integrity. This is achieved, among other things, by implementing a new work culture, EPICC (Enabling Talent, Passion, Integrity & Accountability, Collaboration, Customer Centricity). The Board of Directors places the optimization of the latest information technology as one of the strategic pillars in achieving both short-term and long-term business targets. The Bank’s risk management and internal control systems are consistently aligned with the corporate vision, mission, goals, objectives, and strategy and are implemented in accordance with applicable laws and regulations and standards. The Board of Directors ensures that the integrity of personnel and the proper and accurate reporting and financial information processes, in accordance with financial accounting standards and regulatory requirements. The profile of the Director of Strategy and Finance and senior management from the work units responsible for financial reporting can be found in this Annual Report. The Board of Directors is also responsible for and publishes the Quarterly Financial Report on the Bank’s website and in the mass media, in accordance with applicable regulations. The Board of Directors and management have ensured that the Sustainability Report is prepared based on a reporting framework appropriate to the size and complexity of the corporation and meets applicable national and/or global standards. The Bank’s IT governance strategy and framework are detailed in this Annual Report. The Board of Directors ensures that the Bank has an adequate and optimal IT resource allocation policy to support the achievement of the Bank’s objectives and strategies. The Board of Directors ensures that the Sharia Business Unit has adequate and effective supporting tools, as stipulated in the Sharia Supervisory Board Charter. The Board of Directors Charter is reviewed periodically. The most recent charter was updated on 6 December 2024, and uploaded to the Bank’s website. The Board of Directors Charter and Bank Nomination Policy No. M.04 stipulate provisions regarding the resignation of a Board member if they are involved in financial crimes and proven to have committed a violation. |
| 1.2 Performance Assessment – Board of Directors and its Members | 1.2.1 The Board of Commissioners conducts an annual formal evaluation in an objective and independent manner to determine the effectiveness of the Board of Directors and each individual Director. 1.2.2 The Board of Commissioners, with due observance of the Nomination and Remuneration Committee, is responsible for determining performance assessment criteria and assessing the performance of the President Director and other members of the Board of Directors. |
Apply The Bank implements a Board of Directors performance assessment policy consisting of collegial and individual performance assessments. Collegial assessments of the Board of Directors are conducted at least once a year, and individual performance assessments of the Board of Directors, including the President Director, are conducted at least twice a year. The assessment results are discussed by the Nomination and Remuneration Committee to obtain input and recommendations before seeking approval from the Board of Commissioners. Further details regarding the Board of Directors Performance Assessment are presented in the discussion on Board of Commissioners and Board of Directors Performance Assessment in this Annual Report. |
|
| 1.3 Roles and Responsibilities of the Board of Commissioners | 1.3.1 The Board of Commissioners reviews the corporate strategy at least annually and approves the corporate mission, vision and strategy formulated by the Board of Directors. The Board of Commissioners also reviews, provides advice, and approves long-term business and financial plans and the company’s short-term financial plans. The Board of Commissioners provides advice and monitors the Board of Directors on the management of its implementation. The Board of Directors and Board of Commissioners are involved in decisions that are very important for the corporation, as regulated in the articles of association of the company. 1.3.2 The types of decisions that require the approval of the Board of Commissioners must be disclosed in the annual report. 1.3.3 Taking into account the recommendation of the Nomination and Remuneration Committee, the Board of Commissioners proposes to, and to be resolved by, the GMS the appointment and/or dismissal of members of the Board of Directors and members of the Board of Commissioners. In proposing the above, the Board of Commissioners takes into account the diversity, non-discriminatory elements, as well as provides equal opportunities regardless of ethnicity, religion, race, class and gender. The Board of Commissioners ensures a formal and transparent selection and nomination process for members of the Board of Directors and members of the Board of Commissioners. 1.3.4 The Board of Commissioners or Committees conducting the nomination function formulate a succession policy in the process of nominating members of the Board of Directors. Every year, the Board of Commissioners reviews the report on the implementation of the development and succession plans submitted by the President Director. 1.3.5 The Board of Commissioners a). submit to the GMS, which may be preceded by recommendation from Committees conducting the remuneration function, the amount of remuneration for members of the Board of Directors and members of the Board of Commissioners, in line with sustainable corporate development and the long-term interests of the corporation and shareholders; b). periodically reviewing the remuneration system for the Board of Directors and Board of Commissioners. 1.3.6 The Board of Commissioners oversees the effectiveness of corporate governance policies and the implementation, as well as proposing changes if necessary. 1.3.7 The Board of Commissioners monitors and directs the company to implement the appropriate and effective risk management and internal control systems that are aligned with the corporate goals, objectives and strategies as well as complying with laws and regulations, codes of conduct, and applicable standards. 1.3.8 The Board of Commissioners supervises and directs the integrity of the corporate accounting and financial reporting system, as well as the independence of the internal and external audit functions. 1.3.9 The Board of Commissioners monitors, reviews, and approves the annual report and sustainability report of the company, and ensures their integrity, as well as oversees the company’s disclosure and communication process. 1.3.10 The charter of the Board of Commissioners is periodically reviewed. 1.3.11 The Board of Commissioners has a policy regarding the resignation of members of the Board of Commissioners if they are involved in financial crimes and are proven to have made a mistake. 1.3.12 Independent commissioners are highly expected to be able to contribute to honest, objective, active, and constructive discussions at meetings of the Board of Commissioners. 1.3.13 The President Commissioner acts as the coordinator of the Board of Commissioners and ensures its effectiveness. The President Commissioner promotes a culture of transparency and constructive dialogue that allows a variety of views to be expressed, including coordinating the setting of appropriate board meeting agendas and ensuring sufficient time is available to discuss all agenda items. In addition, there should also be opportunities for the Board of Commissioners to meet with the Board of Directors and senior management. |
Apply Every year, the Board of Commissioners, together with the Board of Directors, conducts a review and evaluation of the company’s vision and mission, aligning them with the company’s strategy, current conditions, and future business challenges. Furthermore, the Board of Commissioners reviews, provides input, and approves the company’s long-term and short-term business and financial plans, and monitors their implementation by the Board of Directors, as outlined in the discussion of the Bank’s Vision and Mission and the Board of Commissioners and Board of Directors Meetings in this Annual Report. The decisions made by the Board of Commissioners are outlined in the Board of Commissioners discussion section of this Annual Report. In accordance with Bank Nomination Policy No. M.04 and Bank Diversity Policy No. M.07, the Board of Commissioners plays an active role in the appointment and/or dismissal of members of the Board of Directors and Board of Commissioners, taking into account recommendations from the Nomination & Remuneration Committee and diversity by providing equal opportunities without discrimination based on ethnicity, religion, race, social class, or gender, and conducting this process in a formal and transparent manner. To ensure leadership continuity, the Bank implements a succession policy for the Board of Directors and/or Senior Management, which is part of the Nomination and Remuneration Committee Charter and Bank Nomination Policy No. M.04, as outlined in the Annual Report. The Nomination and Remuneration Committee discusses proposals for remuneration for the Board of Commissioners and Directors, taking into account the remuneration range and standards in the peer group and the Bank’s capabilities. The Nomination and Remuneration Committee provides recommendations for further discussion at the Board of Commissioners Meeting for further study before the Board of Commissioners proposes the remuneration to the GMS. The GMS determines the remuneration for the Board of Commissioners, and its implementation is carried out by the Board of Directors. The Board of Commissioners, either directly or through its committees, continuously oversees and directs the policies and effectiveness of the implementation of governance, risk management, and internal control systems by management, and provides input and improvements as needed. The Board of Commissioners also consistently ensures the integrity of the accounting and financial reporting systems, as well as the independence of the internal and external audit functions, as reflected in the discussions of the Audit Committee and Internal Audit Unit in this Annual Report. The preparation of the Annual Report and Sustainability Report are reviewed and approved by the Board of Commissioners. The Board of Commissioners Charter is reviewed periodically. The most recent charter was updated on 24 October 2025, and uploaded to the Bank’s website. The Board of Commissioners Charter and Bank Nomination Policy No. M.04 stipulate that any member of the Board of Commissioners involved in financial crimes and/or other criminal acts is required to resign from their positions. All of the Bank’s Independent Commissioners have a credible track record and have contributed significantly to the Bank’s progress. This is demonstrated, among other things, by an average attendance rate of 100% at Board of Commissioners and Committee meetings and by the excellent performance assessment results of both the Board of Commissioners and Committees. The Bank’s President Commissioner has duties and responsibilities, including coordinating the implementation of the Board of Commissioners’ duties and responsibilities, and proposing meetings, including the agenda. In addition, joint meetings of the Board of Commissioners and the Board of Directors are held periodically. |
|
| 1.4 Establishment of Committees | 1.4.1 The Corporation has committees under the Board of Commissioners, consisting of at least: the Audit Committee, Nomination and Remuneration Committee, and Risk Management Monitoring Committee. 1.4.2 The Board of Commissioners ensures that all members of the Audit Committee are independent and the majority of other committees established by the Board of Commissioners are independent parties, and all members of the committee are competent, committed, and have sufficient authority to perform their roles in an effective and independent manner. 1.4.3 To ensure the monitoring on the implementation of duties of the Audit Committee is carried out in an objective and independent manner, the President Commissioner is not allowed to be the chairman of the Audit Committee, except in extraordinary circumstances, which must be explained in the annual report. |
Apply The committees at the Board of Commissioners level consist of the Audit Committee, the Risk Oversight Committee, the Nomination and Remuneration Committee, and the Integrated Governance Committee. The members of the Bank’s Audit Committee are all Independent Commissioners and Independent Parties, and the Audit Committee is chaired by one of the Independent Commissioners, Mr. Dody Budi Waluyo, who is an Independent Commissioner and not the President Commissioner. The composition of other committee members is also predominantly Independent Commissioners and Independent Parties. This is discussed in more detail in the separate discussions of the Audit Committee and other committees in this Annual Report. |
|
| 1.5 Performance Assessment – Board of Commissioners and its Member | 1.5.1 The Board of Commissioners conducts an annual formal evaluation objectively to determine the effectiveness of the Board, its committees, and each individual Commissioner. | Apply The performance assessment of the Board of Commissioners and its committees is conducted annually (at least once a year). The performance assessment of the Board of Commissioners and its committees (including the President Commissioner) uses several criteria as outlined in the Annual Report. |
|
| 1.6 Conflicts of Interest | 1.6.1 Members of the Board of Directors with concurrent positions outside the corporation must obtain approval from the Board of Commissioners. A Commissioner notifies the Board of Commissioners and the chairman of the committee carrying out the nomination function, prior to accepting a new appointment as Director or Commissioner of a public company, other Director positions or other positions with a significant time commitment. 1.6.2 The Board of Commissioners monitors and manages potential conflicts of interest for management, members of the Board of Directors, Board of Commissioners and shareholders, including misuse of corporate assets and misuse in related party transactions. Commissioners with conflicts of interest do not participate in monitoring and making decisions on potential conflicts of interest involving the Commissioners or affiliates of the Commissioners concerned. |
Apply No member of the Bank’s Board of Directors holds concurrent positions outside CIMB Niaga, except for assignments to carry out supervisory functions at subsidiaries. These assignments have received approval from the Board of Commissioners. Commissioners who accept appointments from other public companies are required to submit such information to the Board of Commissioners and/or the Nomination and Remuneration Committee. One of the duties and responsibilities of the Board of Commissioners is to monitor and manage potential conflicts of interest within the Bank. In carrying out their duties and responsibilities, all members of the Board of Commissioners are committed to avoiding potential conflicts of interest and always positioning themselves to avoid potential conflicts of interest under any circumstances, as stated in the Board of Commissioners Charter. In the event of a conflict of interest, members of the Board of Commissioners are prohibited from taking actions that could harm or reduce the Bank’s profits and are required to disclose the potential conflict of interest in every decision. |
|
| 1.7 Competency Improvement of Members of the Board of Directors and Board of Commissioners | 1.7.1 The Board of Commissioners ensures that members of the Board of Directors and Board of Commissioners understand their roles and responsibilities, characteristics and operations of the corporation, relevant laws and regulations and other applicable standards and obligations. The Board of Directors through the corporate secretary supports all members of the Board of Directors and Board of Commissioners in updating and refreshing the required skills and knowledge to carry out their roles on the Board. | Apply The Board of Commissioners and Directors have participated in various education and training programs aimed at enhancing strategic capabilities, broadening business insights, strengthening leadership, developing new skills, and improving and maintaining the quality of banking services. Full details of the education and training programs attended by the Board of Commissioners and Directors are presented in this Annual Report. |
|
| Principle 2: Composition and Remuneration of the Board of Directors and Board of Commissioners |
2.1 Composition of the Board of Directors and Board of Commissioners | 2.1.1 In determining prospective candidates for Directors, the Board of Commissioners through the Nomination and Remuneration Committee does not only rely on recommendations from the Board of Commissioners, management or majority shareholders. The Board of Commissioners through the Nomination and Remuneration Committee can use independent sources to determine qualified candidates. 2.1.2 The Board of Commissioners ensures that the criteria for selecting members of the Board of Directors include at least the required knowledge, abilities, and expertise to properly meet the role of the Board of Directors and takes into account the fulfillment of the diversity of the Board of Directors. 2.1.3 The corporate policy regarding diversity among the Board of Directors and Board of Commissioners is disclosed in the Annual Report. 2.1.4 The Board of Commissioners ensures that the policies and procedures for the selection and nomination of Commissioners are clear and transparent in order to produce the desired Board composition. The Board of Commissioners uses independent sources to determine qualified candidates. 2.1.5 The Board of Commissioners/Committee that performs the nomination function establishes nomination procedures and criteria that are consistent with the Board of Commissioners’ expertise matrix, which has been approved by the Board of Commissioners and ensures that the candidate profile meets the established requirements in the expertise matrix and nomination criteria. 2.1.6 The composition of the Board of Commissioners must be formed in such a way that its members as a group reflect the diversity in terms of abilities, skills, knowledge, experience, age, cultural background, and gender needed to properly fulfill the role of the Board of Commissioners. 2.1.7 To enable the Board of Commissioners to provide independent advice and supervision to the Board of Directors and for roles with potentials for conflicts of interest, the Board of Commissioners consists of a sufficient number of Independent Commissioners, with a limited term of office and there is disclosure of the term of membership of the Board of Commissioners and their independence from a corporate perspective. 2.1.8 To facilitate the effective function of the Board of Directors and Board of Commissioners and to increase investor and stakeholder confidence, the Nomination and Remuneration Committee ensures that there is a formal, rigorous, and transparent process for the selection and appointment of members of the Board of Directors and Board of Commissioners. |
Apply As stipulated in Nomination Policy No. M.04, which governs the selection, appointment, dismissal, and/or replacement of members of the Board of Commissioners, Sharia Supervisory Board, Board of Directors, and Independent Parties, the Bank may utilize the services of independent and reputable third parties (search firms) in the selection process for candidates for the Board of Commissioners. The third parties appointed by the Bank (search firms) will assist in the selection process. The Nomination Policy also stipulates the minimum criteria that candidates for the Board of Commissioners, Sharia Supervisory Board, and Board of Directors must possess, including integrity, competence, reputation, domicile, independence, or other specific criteria relevant to the Director’s field. The policy on the diversity of the composition of the Board of Commissioners and Board of Directors is stipulated in Diversity Policy No. M.07, and its achievements have been presented in this Annual Report. The composition of the Board of Commissioners meets the Bank’s needs. The Bank has regulated the diversity of the composition of members of the Board of Commissioners and Board of Directors as stipulated in Diversity Policy No. M.07. The Nomination and Remuneration Committee carries out its nomination function based on the nomination procedures and criteria outlined in Nomination Policy No. M.04 and approved by the Board of Commissioners. The Nomination and Remuneration Committee has also carried out its functions and responsibilities in ensuring that the nomination and remuneration processes at the Bank are conducted properly and transparently for the benefit of the Bank. This can be seen in the discussion in this Annual Report. The implementation of the Board of Commissioners’ duties, including composition, term of office, independence, meeting attendance, and training throughout the year, is detailed in this Annual Report. |
| 2.2 Remuneration of the Board of Directors and Board of Commissioners | 2.2.1 The remuneration policy for members of the Board of Directors consists of a remuneration structure that is oriented towards sustainable corporate development and encourages the achievement of long-term goals. The Board of Directors’ remuneration must be proposed, through the Nomination and Remuneration Committee, by the Board of Commissioners to be resolved by the GMS. The amount of remuneration proposed to the GMS is determined by taking into account the role of each member of the Board of Directors and the economic situation as well as corporate performance. 2.2.2 The remuneration policy for members of the Board of Commissioners consists of a remuneration structure that is oriented towards sustainable corporate development and encourages the achievement of longterm goals. The amount of remuneration proposed by the Board of Commissioners to the GMS is determined by taking into account the role of each member of the Board of Commissioners and the economic situation as well as corporate performance. In addition, consideration should also be given to his/her position as President Commissioner and chairman as well as membership in committees. 2.2.3 To ensure that the remuneration package is determined based on the achievements, qualifications, and competencies of the Directors and Commissioners by taking into account the performance of corporate operations, individual performance, and market conditions, the Nomination and Remuneration Committee ensures that there are fair and transparent procedures for establishing remuneration policies for members of the Board of Directors and Board of Commissioners. |
Apply The Bank has implemented a Risk-Based Remuneration Policy No. A.06.02, last updated on 15 December 2023, in line with the latest regulations and the Remuneration Policy for the Board of Commissioners, Sharia Supervisory Board, Board of Directors, and Board-level Committees (Policy No. A.06.25). The Bank’s remuneration policy prioritizes a competitive, fair, and balanced remuneration system, based on applicable laws and regulations. The Bank establishes the structure, policies, and remuneration amounts for each member of the Board of Commissioners, taking into account the duties, authorities, performance, and responsibilities of the Board of Commissioners. The Bank also considers the prevailing remuneration standards in the peer group and the Bank’s capabilities. The Nomination and Remuneration Committee discusses the remuneration of the Board of Commissioners, taking into account information on the remuneration range and standards in the peer group in the market, as well as the Bank’s capabilities. The remuneration of the Board of Commissioners and the Board of Directors is determined by the GMS. |
|
| Principle 3: Work Relationship between the Board of Directors and Board of Commissioners |
3.1 Nature of Work Relationship | 3.1.1 There are open discussions between the Board of Directors and the Board of Commissioners and between members of the Board of Directors and members of the Board of Commissioners. However, it is still important to maintain the confidentiality of information to ensure that confidential information does not leak. 3.1.2 In accordance with their respective duties and roles, the Board of Directors cooperates with the Board of Commissioners in formulating the corporate missions, visions and strategies, and regularly discusses the implementation. 3.1.3 The Corporate Secretary has a crucial role in supporting the effectiveness of the working relationship between the Board of Directors and the Board of Commissioners, encouraging the implementation of good corporate governance practices, including effective communication with shareholders and other stakeholders. |
Apply Discussions between the Board of Directors and the Board of Commissioners are conducted through joint Board of Commissioners meetings with the Board of Directors. Through these meetings, the Board of Commissioners discusses various agenda items, including Follow-up reports on the Board of Commissioners’ Meeting Minutes, financial performance reports, and reports from committees under the Board of Commissioners. Each year, the Bank’s short and medium-term strategies and policies are outlined in the Corporate Plan and Bank Business Plan (RBB), which are prepared based on the established Vision and Mission. Periodically, the Board of Directors, along with the Board of Commissioners and the Bank’s senior management, conduct periodic evaluations of strategies, policies, and their implementation at all levels of the organization. The Bank appointed Fransiska Oei as Corporate Secretary based on CIMB Niaga Board of Directors Circular Decree No. 001/SIR/DIR/IX/2016 dated 21 September 2016. The Bank’s Corporate Secretary is responsible for maintaining the Bank’s image and protecting its interests by establishing good communication and relationships with all parties, as well as acting as a liaison between the Bank and Shareholders and other Stakeholders. |
| 3.2 Access to Information for the Board of Commissioners | 3.2.1 The Board of Directors is responsible for ensuring that the Board of Commissioners has access to accurate, relevant, and timely information. The Board of Commissioners itself ensures that it obtains sufficient information. The Board of Directors provides information to the Board of Commissioners regularly, without delay, and comprehensively on all matters relevant to the corporation. The Board of Commissioners may at any time request additional information to the Board of Directors. | Apply The Board of Commissioners can interact with the Board of Directors either directly or through joint Board of Commissioners meetings. These meetings are held according to a schedule established at the end of the previous year, but may also be held on an ad hoc basis if there is material information/events that need to be immediately communicated to the Board of Commissioners. The Corporate Secretary supports the Board of Directors in providing the Board of Commissioners with access to accurate, relevant, and timely information. One way to do this is by ensuring that invitations and materials for Board of Commissioners meetings are delivered to participants no later than five working days prior to the meeting. The Corporate Secretary is also responsible for administering, distributing, and following up on all incoming correspondence received by the Bank and addressed to the Board of Directors and/or Board of Commissioners. |
|
| 3.3 Responsibilities of the Board of Directors and Board of Commissioners on Impacts of the Structure | 3.3.1 The impact of the ownership structure on the corporation. The Board of Directors and the Board of Commissioners consider their responsibilities in the context of the shareholding structure and relationships between corporate shareholders, which may have an impact on corporate management and operations. | Apply The Bank’s Board of Directors and Board of Commissioners ensure that the shareholder structure and relationships between shareholders do not affect the implementation of their roles and responsibilities. All decisions and policies taken by the Bank’s Board of Directors and Board of Commissioners are made independently and transparently in the best interests of the Bank. |
|
| Principle 4: Etchical and Responsible Conduct |
4.1 Code of Conduct | 4.1.1 This statement is set forth in the Code of Conduct and
Business Ethics, which must clearly state the corporate
expectation that each member of the Board of Directors
and Board of Commissioners and employees will:
4.1.2 The Board of Directors establishes policies and practices on anti-money laundering and financing of terrorism, anti-bribery, anticorruption, anti-fraud, political involvement with reference to the national or international standards regarding anti-money laundering, anti-bribery, anti-corruption, anti-fraud or other related standards. |
Apply The Bank has a Code of Ethics and Code of Conduct and Anti-Bribery and Corruption Policy No. M.11, which must be adhered to by the Board of Directors, Board of Commissioners, and all employees. Implementation of these policies is the responsibility of all management and employees at all levels of the organization, as outlined in the Integrity Pact & Code of Ethics Declaration, signed by the Board of Directors and Board of Commissioners and attested by all employees annually. More detailed information is provided in this Annual Report. |
| 4.2 Corporate Values and Culture | 4.2.1 The corporation articulates, fosters, and discloses corporate culture and value | Apply CIMB Niaga implements values and a work culture based on the EPICC (Enabling Talent, Passion, Integrity & Accountability, Collaboration, and Customer Centricity) values and builds a risk culture as the basis for employee behavior and decision-making in daily activities. By internalizing and implementing the EPICC values, employees are expected to create a positive impact that encourages a conducive, collaborative, and productive work environment. The Bank has implemented the process of internalizing corporate values and culture into daily operations and is explained in more detail in the Corporate Values and Culture section of this Annual Report. |
|
| 4.3 Enforcement and Communication of the Code of Ethics, Values, and Culture | 4.3.1 The corporate code of conduct and code of ethics are communicated effectively to the Board of Directors, Board of Commissioners and all employees, integrated into corporate strategy and operations, including risk management system and remuneration structure, as well as being enforced. | Apply Internalization of the Code of Ethics and Code of Conduct is carried out periodically through various available media to foster awareness and understanding of how to implement behavior consistent with the Bank’s Core Values. Each year, members of the Board of Commissioners and Board of Directors sign an Integrity Pact, Code of Ethics, and Anti-Bribery and Corruption Commitment, followed by attestation of the same pact by all Bank employees. More complete information is provided in this Annual Report. |
|
| Principle 5: Risk Management, Internal Control, and Compliance |
5.1 Internal Control and Compliance | 5.1.1 The Board of Directors periodically reviews the accuracy of designs and operational effectiveness of the governance system, risk management, internal control, and corporate compliance and reports the implementation and results of the review to shareholders through the annual report of the Corporation. | Apply The Board of Directors has implemented an Internal Control System in accordance with applicable control principles, and a comprehensive evaluation indicates that the Bank’s Internal Control System is functioning well. The Board of Directors and the Board of Commissioners confirm that the Bank has an effective and adequate internal control system in place to manage the risks faced by the Bank, remaining within its risk appetite and supporting the achievement of the Bank’s objectives. Further explanation of this matter is provided in the discussion of the Risk Monitoring Committee and Internal Control System in this Annual Report. |
| 5.2. Risk Management | 5.2.1. Strategy and risk is a unity, disclosed in a transparent manner, included in the implementation of the duties and responsibilities of the Board of Directors and the Board of Commissioners, as well as in discussions at the meetings of the Board of Commissioners and Board of Directors. 5.2.2. The Risk Management Oversight Committee assists the implementation of the duties of the Board of Commissioners by creating a transparent, focused, and independent mechanism for oversight of corporate risk management. |
Apply The Board of Commissioners and the Board of Directors consistently manage and monitor the Bank’s key risks effectively. Maintaining a balance between risk levels, compliance culture, and capital adequacy is also part of the Bank’s strategic pillar policies. In implementing these policies, the Board of Commissioners and the Board of Directors is assisted by the Risk Oversight Committee, the Risk Management Committee, and other risk committees. They periodically review and evaluate the effectiveness of risk control and management at each meeting, also assisted by the Internal Audit Unit. The Board of Commissioners has a Risk Oversight Committee (ROC), whose members are Independent Commissioners and competent Independent Parties with backgrounds consistent with regulations and the Bank’s needs. ROC helps ensure that the Bank’s risk management implementation consistently meets the elements of adequate risk management procedures and methodologies, ensuring that the Bank’s business activities remain controlled within acceptable limits and profitable for the Bank. More detailed information is provided in this Annual Report. |
|
| 5.3. Integration of Governance, Risk Management, and Compliance | 5.3.1 The Board of Directors establishes an integrated governance, risk management and compliance (GRC) system, by handling various uncertainties in an integrated manner and with high integrity, to ensure that the corporation can achieve its objectives. 5.3.2 The Board of Directors ensures that the division in charge of the compliance function does not concurrently carry out functions that have the potential to cause a conflict of interest. |
Apply Through the Three Lines of Defense, the Board of Directors ensures coordination and capability strengthening among all key GRC components, including governance systems, strategic management, performance management, risk management, compliance management, and the internal audit system, to ensure the corporation remains on track to achieve its objectives. Furthermore, the Compliance Director does not hold other functions that could potentially create a conflict of interest, as outlined in the Bank’s Organizational Structure in this Annual Report. The sound implementation of GRC is reflected in the various awards the Bank has earned and maintained, including awards for ASEAN Top 50, ASEAN Asset Class, and Top 5 of Indonesian Public Listed Companies, the Leadership in Corporate Governance award from the IICD CG Conference & Award, and the Star 5 Top GRC Awards 2025, and Top 5 of Indonesian Public Listed Companies, the Leadership in Corporate Governance award from the IICD CG Conference & Award, and the Star 5 Top GRC Awards 2025. |
|
| 5.4. Internal Audit | 5.4.1 The Board of Commissioners through the Audit Committee oversees and ensures that the internal audit function assists the corporation in achieving its goals through an objective and disciplined approach in order to evaluate and improve the effectiveness of risk management, internal control, and corporate governance. | Apply The Board of Commissioners has an Audit Committee that ensures the implementation of internal audit duties is carried out objectively and independently. The appointment and dismissal of the Chief Audit Executive also takes into account recommendations from the Audit Committee, and internal audit has direct access to the Audit Committee. More detailed information is provided in this Annual Report. |
|
| Principle 6: Disclosure and Transparency |
6.1 Policy and Disclosure | 6.1.1 The corporation has disclosure and transparency policies and procedures that ensure the disclosure of material information and safeguard sensitive information as well as corporate secrets. 6.1.2 Shareholders’ right to obtain regularly and timely relevant material information regarding the corporation must be me. |
Apply The Bank has Governance Policy No. M.12 and Communication Policy with Shareholders and Investors No. M.02, which regulate the disclosure of material information and the safeguarding of sensitive and confidential information, as well as disclosure/disclosure obligations in accordance with applicable regulations. The Bank ensures that all shareholders have the same right to receive material information accurately, timely, periodically, and in accordance with applicable regulations. |
| 6.2 Financial and Sustainability Reports | 6.2.1 The corporation discloses systems and procedures to ensure that interim financial reports that are not materially audited or reviewed by external auditors are accurate, complete, and provide investors with the right information to make the right investment decisions 6.2.2 The Audit Committee ensures the quality of audits on financial report carried out by external auditors. This activity includes recommending the appointment, reappointment and, if necessary, the termination and remuneration of the external auditor. 6.2.3 The sustainability report shall be prepared and disclosed accurately and in accordance with national or international sustainability reporting frameworks. 6.2.4 The corporation issues an integrated annual report that places historical performance into context and describes the risks, opportunities, and prospects of the corporation in the future, which will subsequently assist shareholders and stakeholders to understand the strategic goals of the corporation and its progress in creating sustainable value. |
Apply The Bank has systems and procedures governing internal control over financial reporting, including interim financial reports. The role of the risk management/compliance/ management oversight function and the internal audit function in ensuring the integrity of interim financial reports, and the role of the Audit Committee in reviewing the financial reports to be published by the Bank. The Bank’s Audit Committee ensures the quality of the financial statement audits performed by the external auditor. This responsibility includes providing recommendations regarding the appointment, reappointment, and, if necessary, dismissal, as well as determining the remuneration of the external auditor. Meanwhile, the Bank’s Sustainability Report is prepared in accordance with international standards such as GRI, SASB, SUSBA, and PSPK 1 and PSPK 2. The report is also provided with assurance by an independent and competent external party. The Bank’s Annual Report presents historical performance in a comprehensive context, while also describing the risks, opportunities, and future prospects of the corporation. |
|
| 6.3 Dissemination of Information | 6.3.1 Channels for the dissemination of information should provide users with equitable, timely, and relatively inexpensive access to relevant information. 6.3.2 The corporation ensures that an annual statement on the implementation of the Indonesian General Guidelines for Corporate Governance, including an explanation on the implementation of each Recommendation and Guideline is available on the website for a minimum period of five years 6.3.3 For corporations listed on the capital market in jurisdictions other than the jurisdiction of origin, applicable laws and regulations on corporate governance must be clearly disclosed. In the case of cross listing, the criteria and procedures for cross listing, criteria and procedures for recognizing the listing requirements for the primary listing must be transparent and documented |
Apply The Bank regularly updates information and provides stakeholders with easy access to information on the Bank’s activities and performance, ensuring a clear and transparent understanding of the Bank’s condition. Various communication channels are available, including social media, the website, email blasts and public exposes for customers and the public, press releases, and a dedicated internal communication channel for CIMB Niaga employees. These include:
A statement regarding the implementation of the PUGKI is available on the Bank’s website. |
|
| Principle 7: protection of the Rights of Shareholders |
7.1 Rights of Shareholders | 7.1.1 The corporation has a communication policy that facilitates and encourages shareholder or investor participation. 7.1.2 Corporations that are parent entities ensure that their corporate governance policies apply to subsidiaries and entities under common control in which their investment is significant. 7.1.3 Corporations have rules and procedures that govern acquisitions, takeovers, and extraordinary transactions, such as mergers and sales of substantial corporate assets to ensure the transactions occur in a transparent manner and under reasonable conditions as well as protecting the rights of all shareholders according to class. |
Apply The Bank has a Communication Policy with Shareholders and Investors No. M.02, which serves as a reference for its subsidiaries and is publicly accessible through the Bank’s website. The rights, authorities, and responsibilities of shareholders are also detailed in CIMB Niaga’s Articles of Association, which can also be accessed on the Bank’s website. |
| 7.2 Fair Treatment of Shareholders | 7.2.1 Corporations have rules and procedures that ensure a). all shareholders of the same series in one class of shares must be treated equally, b). disclosure of said rules and procedures, as well as disclosure of capital structure and arrangements that allow certain shareholders to gain influence or control that is disproportionate to their share ownership. 7.2.2 The corporation has rules and procedures that ensure related party transactions are approved and carried out in such a way as to ensure that conflicts of interest are properly managed, and protect the interests of the corporation and shareholders. 7.2.3 The corporation has established and discloses policies to prevent insider trading. The corporation has clear rules regarding any trading in corporate shares carried out by Directors, Commissioners, and insiders to ensure that no one can benefit directly or indirectly from information that is not/not yet available on the market. |
Apply In accordance with the Bank’s Articles of Association, the Bank’s shares consist of Class A and Class B shares. Class A and Class B shareholders have equal rights, with each share entitled to one vote. The Bank consistently ensures that related party transactions do not involve a conflict of interest and that the interests of the Bank and its shareholders are protected. Disclosures to prevent insider trading are, among other things, stipulated in the Code of Ethics and Code of Conduct. The Bank also has a CIMB Niaga Conflict Management Policy, which regulates the procedures for trading securities of the Bank and the CIMB Group and reaffirms the prohibition on the use of insider trading information in personal securities transactions by employees, members of the Bank’s Board of Commissioners, and members of the Bank’s Board of Directors. |
|
| 7.3 General Meeting of Shareholders | 7.3.1 The corporation implement the notice for GMS with the agenda and materials for the GMS as completely and as early as possible (no later than 28 days prior to the GMS) to provide sufficient time and material for shareholders to properly study the meeting agenda. Meeting invitations and all GMS information are disclosed through electronic means, such as through the corporate website. 7.3.2 The corporation has established and disclosed rules and procedures that facilitate shareholders to participate and vote effectively at the GMS. 7.3.3 Shareholders participate effectively to determine the appointment of members of the Board of Directors and Board of Commissioners. 7.3.4 The corporation ensures the transparency and accountability of the external auditor at the GMS. 7.3.5 Submission of voting results and a complete summary of the minutes of the GMS will be announced to the public on the following working day. |
Apply The Bank shall issue a Notice for a GMS no later than 28 (twenty-eight) days prior to the GMS date, excluding the date of the notice and the date of the GMS. The notice shall be accompanied by an agenda and GMS materials, which are available on the Bank’s website. The decision-making/voting mechanism for the GMS is explained in the GMS Rules of Procedure, which are published on the Bank’s website and read out again by the Corporate Secretary at the opening of the GMS. Voting shall be conducted for each GMS agenda item (one decision per agenda item), and the Bank shall appoint independent parties, namely PT Bima Registra and Notary Ashoya Ratam, SH, to conduct the vote count. The curriculum vitae of the candidates for members of the Board of Directors and Board of Commissioners, as well as the external auditor, shall be disclosed to the public along with the Notice for the GMS on the Bank’s website, and voting shall be conducted separately for each candidate. The voting results and a complete summary of the minutes of the Bank’s GMS shall be announced to the public on the same day after the conclusion of the GMS on the Bank’s website. More complete information is provided in the GMS discussion in this Annual Report. |
|
| Principle 8: Appreciation for Stakeholders |
8.1 Stakeholders Engagement | 8.1.1 The corporation through the Corporate Secretary carries out regular, transparent, and effective communication with key stakeholders as well as involves them to understand their hopes and complaints as well as the impact of the corporation on them. | Apply The process for identifying and selecting key stakeholders to engage is outlined in the Sustainability Report. The Bank also has a Whistleblowing System as a secure and independent means of submitting suggestions, input, and complaints. |
| 8.2 Integration of Sustainability in Business Models | 8.2.1 The Board of Commissioners together with the Board of Directors are responsible, accountable and transparent for sustainability governance, including in terms of establishing corporate sustainability strategies, priorities and targets. The Board of Directors and Board of Commissioners incorporate sustainability considerations when carrying out their roles, including by developing and implementing corporate strategies, business plans, main action plans, and risk management. | Apply The Board of Directors ensures that the corporate sustainability strategy, priorities, and targets, as well as performance against these targets, are communicated to stakeholders, as reported in this Annual Report. |
|
| 8.3 Protection for Stakeholders | 8.3.1 The Board of Directors ensures and discloses that corporate operations reflect the application of high standards of ethics, social and environmental responsibility throughout the corporation and ensures that appropriate policies and procedures are implemented to respect and comply with the rights of stakeholders. 8.3.2 The Board of Directors encourages employees to work for the long-term interests of the corporation and prioritizes sustainability. |
Apply The Bank has various policies in place to guide its business operations ethically, socially and environmentally responsibly, and to respect and comply with stakeholder rights. All information regarding these policies is presented in full in the Bank’s Annual Report and Sustainability Report. Furthermore, the Bank has and implements a longterm incentive policy, namely stock-based compensation, for employees, which encourages sustainable value creation, as discussed in the Remuneration Policy section of this Annual Report. |