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TRANSCRIPT
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JOINT DECREE
THE BOARD OF COMMISSIONERS OF PT. BANK TABUNGAN NEGARA
(Persero) Tbk
NUMBER: 01/KOM-BTN/2015
AND
THE BOARD OF DIRECTORS OF PT. BANK TABUNGAN NEGARA (Persero)
Tbk
NUMBER: SKB-01/DIR-BTN/2015
ON
THE BOARD MANUAL
PT. BANK TABUNGAN NEGARA (PERSERO) Tbk
Considering: a. that in order to support implementation of
objective and purpose the establishment of
PT. Bank Tabungan Negara (Persero) Tbk as
stated in the Articles of Association;
b. that in order to achieve healthy growth
requires implementation of Good Corporate
Governance (GCG);
c. that PT. Bank Tabungan Negara (Persero) Tbk
shall implement all provisions set by Bank
Indonesia (BI)/Financial Services Authority
(FSA) as national banking authorities and
other applicable laws and regulations to
banks and public company;
d. that for such purposes, it is necessary
Board Manual that decribes the phases of a
structured, systematic activity, easy to
understand and can be run consistently, so
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it can be a reference for Board of
Commissioners and Board of Directors in
carrying out their respective duties to
achieve Company’s Vision and Mission;
e. that for such purposes, needs to be set out
in Joint Decree of Board of Commissioners of
PT. Bank Tabungan Negara (Persero) Tbk. and
Directors PT. Bank Tabungan Negara (Persero)
Tbk.
In view of: 1. Law Number 7 Year 1992 dated March 25, 1992
on Banking as amended by Law Number 10 Year
1998;
2. Law Number 8 Year 1995 dated November 10,
1995 on Capital Market;
3. Law of the Republic of Indonesia Number 19
Year 2003 dated June 19, 2003 on State Owned
Enterprises;
4. Law Number 24 Year 2004 dated September 22,
2004 on Deposit Insurance Agency;
5. Law Number 21 Year 2011 on November 22, 2011
on Financial Services Authority;
6. Government Regulation Number 24 Year 1992
dated April 29, 1992 on Adjustment of Legal
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Form of the Bank Tabungan Negara become
Limited Liability Company (Persero);
7. Regulation of the Minister of Stated Owned
Enterprises (SOE) Number PER-01/MBU 2011
dated August 1, 2011 on Implementation of
Good Corporate Governance (GCG) as amended
by Regulation of the Minister of SOE Number
PER-09/MBU/2012;
8. Regulation of the Minister of SOE Number
PER-12/MBU/2012 dated August 24, 2012 on
Supporting Organ of Board of
Commisioners/Supervisory Board of State-
Owned Enterprises;
9. Regulation of the Minister of SOE Number
PER-02/MBU/02/2015 dated February 17, 2015
on Requirements and Procedures for
Appointment and Dismissal of Members of
Board of Commissioners and Supervisory Board
of State Owned Enterprises;
10. Regulation of the Minister of SOE Number
PER-03/MBU/02/2015 dated February 17, 2015
on Requirements and Procedures for
Appointment and Dismissal of member of Board
of Directors of State Owned Enterprises;
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11. Bank Indonesia Regulation Number
8/4/PBI/2006 dated January 30, 2006 on
implementation of Good Corporate Governance
for Commercial Banks as amended by PBI
Number 8/14/PBI/2006;
12. Financial Services Authority Regulation
Number 32/POJK.04/2014 dated December 8,
2014 on Implementation Plan and General
Meeting of Shareholders of Public Company;
13. Financial Services Authority Regulation
Number 33/POJK.04/2014 dated December 8,
2014 on Board of Directors and Board of
Commissioners of Public Company;
14. Financial Services Authority Regulation
Number 34/POJK.04/2014 dated December 8,
2014 on Remuneration and Nomination
Committee of Public Company;
15. Bank Indonesia Circular Letter Number
12/13/DPbS dated April 30, 2010 on
implementation of Good Corporate Governance
for Islamic Banks and Sharia Business Unit;
16. Bank Indonesia Circular Letter Number
15/15/DPNP dated April 29, 2013 on
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implementation of Good Corporate Governance
for Commercial Banks;
17. Articles of Association were last published
in the Deed of Annual General Meeting of
Shareholders Number 51 dated March 24, 2015
in conjunction with the Deed of Annual
General Meeting of Shareholders Number 25
dated May 13, 2015.
Observing : Board of Directors Approval in CMPD Memo Number
1214/M/CMPD/GCG/VI/2015 dated June 12, 2015 on
Signing of Board Manual Joint Agreement PT. Bank
Tabungan Negara (Persero) Tbk.
HAS DECIDED
Stipulated : Joint Decree of Board of Commissioners of PT.
Bank Tabungan Negara (Persero) Tbk. and
Directors PT. Bank Tabungan Negara (Persero)
Tbk. on Board Manual PT. Bank Tabungan Negara
(Persero) Tbk.
Article 1
GENERAL DEFINITIONS
In this Joint Decree referred to:
1. Bank/Company is PT Bank Tabungan Negara (Persero) Tbk.;
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2. Shareholders are shareholders of Series A Dwiwarna and all
shareholders whose names are registered in the register of
shareholders;
3. General Meeting of Shareholders, hereinafter called GMS,
is an organ of the Company having authority that not
granted to the Board of Directors or Board of
Commissioners within the limits prescribed by law or
Articles of Association;
4. Board of Commissioners is organ of the Company who in
charge of general and/or special supervising in accordance
with Articles of Association and to provide advice to
Board of Directors;
5. Independent Commissioner is a member of Board of
Commissioners from outsiders who do not have financial,
management, share ownership and/or family relationship
with members of Board of Commissioners, Directors and/or
shareholders Controller or relationship with Bank, which
could affect its ability to act independent;
6. Board of Commissioners meeting is a meeting held by Board
of Commissioners and chaired by President Commissioner or
members of Board of Commissioners as stipulated in the
Articles of Association of the Company;
7. Board of Directors is Organ of the Company who authorized
and fully responsible for management of the Company for
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benefit of the Company, in accordance with the purposes
and objectives of Company and represent the Company, both
in and out of court in accordance with provisions of the
Articles of Association;
8. Director is a member of Board of Directors which refers to
the individual;
9. Director who in charge of Compliance Function is a Member
of Board of Directors of the Bank is assigned to establish
necessary measures to ensure the Company's compliance with
Bank Indonesia regulation, Financial Services Authority,
legislation and agreement and commitment with Bank
Indonesia/Financial Services Authority;
10. Board of Directors meeting is meeting held by Board of
Directors and chaired by President Director or Member of
Board of Directors as stipulated in the Articles of
Association of the Company;
11. Division is working unit at Headquarter, which is
structurally under Board of Directors;
12. Headquarter is Headquarter of Company based in Jakarta and
located at Jalan Gajah Mada Number 1 Central Jakarta;
13. Branch Office is working unit that performs the functions
and duties of the Bank in a region;
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14. Sharia Branch Office is working unit that performs the
functions and duties of the Bank based on Islamic
principles in a region;
15. Regional Office is working unit in the region which
manages the branch office and is structurally under Board
of Directors;
16. Board of Commisioners Supporting Organ is Organ which
established by Board of Commissioners to help smooth the
task of supervision that will be undertaken by Board of
Commissioners, which consists of the Secretariat of Board
of Commissioners, Audit Committee, Risk Monitoring
Committee and Remuneration and Nomination Committee;
17. Secretary of Board of Commissioners is a function unit
established by Board of Commissioners headed by a
Secretary of Board of Commissioners and assisted by staff
of the Secretariat of Board of Commissioners who in charge
providing support to the Board in carrying out its duties;
18. Audit Committee is a committee formed by and responsible
to Board of Commissioners tasked to assist the Board in
ensuring the effectiveness of internal control systems and
the effectiveness of implementation of external and
internal auditors tasks;
19. Risk Monitoring Committee is Committee established by and
responsible to the Board of Commissioners tasked to assist
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the Board in evaluating the suitability of the risk
management policy with the policy implementation and
monitoring and evaluating the implementation of the tasks
of Risk Management Committee and Risk Management Unit;
20. Remuneration and Nomination Committee is Board of
Commissioners organ established by decision of Board of
Commissioners who work collectively and helps the Board in
carrying out the task of providing advice and his
oversight. Remuneration and Nomination Committee as Board
of Commissioners is one of the organs of the Company,
working hand in hand with the Division of Human Resources
as a device that is owned by Board of Directors for Human
Resources (HR) value and prepare future leaders who will
come who provide role models and careful attention to the
implementation of Good Corporate Governance;
21. Independent Party is the party outside Company who does
not have financial, management, share ownership and/or
family relationship with Board of Commissioners, Board of
Directors and/or controlling shareholders or relationship
with the Company, which could affect its ability to act
independently;
22. Good corporate governance is a Company's governance under
balance of authority so it can not happen to abuses of
power and the existence of checks and balances in the
Company's operations by applying the principles of
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transparency, accountability,responsibility, independency,
and fairness, as the provisions of Bank Indonesia,
hereinafter referred to GCG;
23. Stakeholders are all parties who have interest, directly
or indirectly to the Company's business activities;
24. Executive Officer is officer who reports directly to the
Board of Directors or influence the policies and
operations of the Company or Bank, including Head of
Division, Head of Desk, Regional Office Head and Branch
Manager;
25. Conflict of interest is a conflict between economic
interests of the Company and personal economic interests
of the owners, Board of Commissioners, Board of Directors,
Executive Officer, Employee and/or affiliated party with
Company;
26. Ethics is a set of unwritten norms or values that believed
to be a standard behavior of group of people based on laws
and regulations and business ethics;
26. Affiliated Party are:
a. Member of Board of Commissioners, Directors or their
proxies, officer and employee of the Company;
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b. The Party who give their service to the Company, among
others, Certified Public Accountant, Appraiser, Legal
consultant and other consultant;
c. The Party who according to Bank Indonesia also affect
the management of Company, directly or indirectly,
including its operators, shareholders and their
families, Board of Commissioner’s Family and Board of
Director’s Family.
27. Special List is list of the shareholdings of Directors and
Board of Commissioners of the Company or other Company.
Article 2
PURPOSES AND OBJECTIVES
Board Manual is made with the following purposes:
a. Become reference and/or guidelines for Board of
Commissioners and Board of Directors in performing the
duties and functions of each job as organ of the Company.
b. Improve the quality and effectiveness of working
relationship between Board of Commissioners and Board of
Directors.
c. Applying GCG principles (transparency, accountability,
responsibility, independence and fairness (TARIF).
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Article 3
SCOPE
This Board Manual applies to the implementation of working
relationship between Board of Commissioners and Board of
Directors in the scope of Bank with reference to the
provisions contained in the Articles of Association and the
provisions contained in the rules and legislation.
Article 4
BOARD MANUAL
(1) Board Manual set forth in this Joint Decree, as stated in
the Appendix which is an integral and inseparable part of
this Joint Decree.
(2) Board Manual as contained in Appendix to Joint Decree
regulates major issues relating to the working procedures
of Board of Commissioners and Board of Directors, as
follows:
a. Introduction;
b. Board of Commissioners;
c. Board of Directors;
d. Procedures of Working Relationship between Board of
Commissioners and Board of Directors;
e. Relationships with Stakeholders;
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f. Procedure of Working Relations between Board of
Commissioners and Board of Directors at GMS Organ;
g. Closing.
Article 5
CLOSING
(1) This Joint Decree comes into force as of the enactment.
(2) At the time this Joint Decree applies, then Joint Decree
of the Board of Commissioners of PT. Bank Tabungan Negara
(Persero) Tbk and Directors of PT. Bank Tabungan Negara
(Persero) Tbk Number 02/DEKOM-BTN/DIR-BTN/IV/2011 and
Number SKB-02/DIR-BTN/IV/2011 dated April 25, 2011 on
Board Manual declared revoked and no longer applies.
(3) Things that are not/has not been set in this regulation,
will be determined later by Board of Commissioners and
Board of Directors.
Stipulated in Jakarta
On: June 18, 2015
PT. BANK TABUNGAN NEGARA (PERSERO) Tbk
[signed]
Amanah Abdulkadir
Independent Commisioner
[signed]
Agung Kuswandono
Commisioner
[signed]
Maryono
President Director
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JOINT AGREEMENT OF BOARD OF COMMISSIONERS AND BOARD OF
DIRECTORS IN APPLYING THE BOARD MANUAL
This Board Manual is one of GCG softstructure as a guideline
for Board of Commissioners and Board of Directors in carrying
out the duties, authorities, responsibilities, rights and
obligations, both as a board or individual capacity, based on
principles of corporate law, provisions in the Articles of
Association and rules and legislation.
Board Manual which is a script of agreement/commitment between
Board of Directors and Board of Commissioners, aims to:
1. Being guideline related to the work duties and functions
of each organ.
2. Improving quality and effectiveness of working
relationships between organ.
With the enactment of Board Manual in working relationship
between 2 (two) Company organs mentioned above, all of the
Company's business activities can be conducted in harmony by
referring to the principles of good corporate governance are
Transparency, Accountability, Responsibility, Independence and
fairness.
In order to achieve vision and mission of the Company, Board
of Directors and Board of Commissioners of Bank BTN is
committed to build a sustainable manner, which is based on the
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principles of honesty, transparency and prevent conflicts of
interest.
Thus the commitment between Board of Directors and Board of
Commissioners is made and confirmed, as the cornerstone of
Bank BTN to realize the vision and mission of the Company.
Jakarta,...
BOARD OF COMMISSIONERS BOARD OF DIRECTORS
1. AMANAH ABDULKADIR/signed
Independent Commisioner
1. MARYONO/signed
President Director
2. AGUNG KUSWANDONO/signed
Commisioner
2. MANSYUR S. NASUTION/signed
Director
3. IRMAN A. ZAHIRUDDIN/signed
Director
4. IMAN NUGROHO SOEKO/signed
Director
5. ONI FEBRIARTO R./signed
Director
6. SULIS USDOKO /signed
Director
7. SIS APIK WIJAYANTO/signed
Director
8. ADI SETIANTO/signed
Director
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TABLE OF CONTENT
CHAPTER I. INTRODUCTION 6
1.1. Background 6
1.2. Vision and Mission 6
1.2.1. Vision 6
1.2.2. Mission 6
1.3. Purpose 7
1.4. Scope 7
1.5. Systematics 7
CHAPTER II. BOARD OF COMMISSIONERS 8
2.1. Composition of Board of Commissioners 8
2.2. Criteria of Board of Commisioners 11
2.3. Board of Commissioners 12
2.4. Board of Commisioners obligations 14
2.5. Rights and Authorities of Board of Commisioners 16
2.6. Prohibition 17
2.6.1. Insider Transaction 17
2.6.2. Conflict of Interest Transaction 17
2.7. Responsibility 18
2.8. Division of duties of Board of Commissioners 18
2.8.1. Resignation and dismissal of
the Board of Commisioners 19
2.8.2. Multiple Appointments of Board of
Commisioners 20
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2.8.3. Work Ethics 20
2.9. Board of Commisioners Meeting 21
2.10. Leadership 23
2.11. Performance evaluation of Board of Commissioners 23
2.11.1. General policy 23
2.11.2. Performance Evaluation Criteria
Board of Commisioners 24
2.11.3. Evaluation Process of
Board of Commisioners’ Performance 24
2.12. Supporting organ of Board of Commisioners 24
2.12.1. Secretary of Board of Commissioners 24
2.12.2. Audit Committee 25
2.12.3. Risk Monitoring Committee 27
2.12.4. Remuneration and Nomination Committee 28
2.13.Induction and Competence Enhancement Program
for Board of Commisioners 31
2.13.1. Induction program for
Board of Commisioners 31
2.13.2. Competence Enhancement Program for
Board of Commisioners 32
CHAPTER III. BOARD OF DIRECTORS 33
3.1. Duties of Directors 33
3.2. Authorities of Board of Directors 35
3.3. Obligations of Board of Directors 36
3.4. Prohibition 40
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3.4.1. Insider Transaction 40
3.4.2. Conflict of Interest Transaction 40
3.5. Divisions of Duties and Authorities of Directors 41
3.6. Board of Directors meeting 42
3.7. Joint Meeting of Board of Directors and
Board of Commissioners 44
3.8. Appointment and Tenure of Directors 44
3.9. Resignation and Dismissal of Directors 45
3.10. Multiple Appointments of Directors 48
3.11. Work Ethics 48
3.12. Leadership 52
3.13. Performance evaluation of Board of Directors 53
3.13.1. General policy 53
3.13.2. Evaluation Process of
Board of Directors’ Performance 53
3.13.3. Criteria for Evaluation of
Board of Directors’ Performance 53
3.14. Supporting Organ of Board of Directors 57
3.14.1. Asset and Liability Committee 57
3.14.2. Information Technology Steering Committee 58
3.14.3. Personnel Committee 59
3.14.4. Product Committee 61
3.14.5. Credit Policy Committee 62
3.14.6. Risk Management Committee 64
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3.15. Induction and Competence Enhancement Program
for Board of Directors 65
3.15.1. The Board of Directors Induction Program 65
3.15.2. The Board of Directors Competence
Enhancement Program 65
CHAPTER IV. PROCEDURES FOR WORKING RELATIONSHIP BETWEEN BOARD
OF COMMISSIONERS AND BOARD OF DIRECTORS 66
4.1. Explanation mechanism from Directors to the
Board of Commissioners 66
4.2. Directors Report to the Board of Commissioners 66
4.3. Board of Commissioners Examination in Company 67
4.4. Advice From Board of Commissioner To
Board of Directors 67
4.5. Board of Director’s action that Requiring
Approval from Board of Commissioner 68
4.6. Board of Director’s action that shall be
Consulted To Board of Commissioner 69
CHAPTER V RELATIONSHIP WITH STAKEHOLDERS 70
CHAPTER VI. PROCEDURES FOR WORKING RELATIONSHIP BETWEEN BOARD
OF COMMISSIONERS AND BOARD OF DIRECTORS WITH GMS ORGAN 71
CHAPTER VII. CLOSING 84
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GLOSSARY
In this Board of Directors Regulation definition of:
1. Bank/Company is PT Bank Tabungan Negara (Persero) Tbk.;
2. Shareholders are shareholders of Series A Dwiwarna and all
shareholders whose names are registered in the register of
shareholders;
3. General Meeting of Shareholders, hereinafter called GMS,
is an organ of the Company having authority that not
granted to the Board of Directors or Board of
Commissioners within the limits prescribed by law or
Articles of Association;
4. Board of Commissioners is organ of the Company who in
charge of general and/or special supervising in accordance
with Articles of Association and to provide advice to
Board of Directors;
5. Independent Commissioner is a member of Board of
Commissioners from outsiders who do not have financial,
management, share ownership and/or family relationship
with members of Board of Commissioners, Directors and/or
shareholders Controller or relationship with Bank, which
could affect its ability to act independent;
6. Board of Commissioners meeting is a meeting held by Board
of Commissioners and chaired by President Commissioner or
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members of Board of Commissioners as stipulated in the
Articles of Association of the Company;
7. Board of Directors is Organ of the Company who authorized
and fully responsible for management of the Company for
benefit of the Company, in accordance with the purposes
and objectives of Company and represent the Company, both
in and out of court in accordance with provisions of the
Articles of Association;
8. Director is a member of Board of Directors which refers to
the individual;
9. Director who in charge of Compliance Function is a Member
of Board of Directors of the Bank is assigned to establish
necessary measures to ensure the Company's compliance with
Bank Indonesia regulation, Financial Services Authority,
legislation and agreement and commitment with Bank
Indonesia/Financial Services Authority;
10. Board of Directors meeting is meeting held by Board of
Directors and chaired by President Director or Member of
Board of Directors as stipulated in the Articles of
Association of the Company;
11. Division is working unit at Headquarter, which is
structurally under Board of Directors;
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12. Headquarter is Headquarter of Company based in Jakarta and
located at Jalan Gajah Mada Number 1 Central Jakarta;
13. Branch Office is working unit that performs the functions
and duties of the Bank in a region;
14. Sharia Branch Office is working unit that performs the
functions and duties of the Bank based on Islamic
principles in a region;
15. Regional Office is working unit in the region which
manages the branch office and is structurally under Board
of Directors;
16. Board of Commisioners Supporting Organ is Organ which
established by Board of Commissioners to help smooth the
task of supervision that will be undertaken by Board of
Commissioners, which consists of the Secretariat of Board
of Commissioners, Audit Committee, Risk Monitoring
Committee and Remuneration and Nomination Committee;
17. Secretary of Board of Commissioners is a function unit
established by Board of Commissioners headed by a
Secretary of Board of Commissioners and assisted by staff
of the Secretariat of Board of Commissioners who in charge
providing support to the Board in carrying out its duties;
18. Audit Committee is a committee formed by and responsible
to Board of Commissioners tasked to assist the Board in
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ensuring the effectiveness of internal control systems and
the effectiveness of implementation of external and
internal auditors tasks;
19. Risk Monitoring Committee is Committee established by and
responsible to the Board of Commissioners tasked to assist
the Board in evaluating the suitability of the risk
management policy with the policy implementation and
monitoring and evaluating the implementation of the tasks
of Risk Management Committee and Risk Management Unit;
20. Remuneration and Nomination Committee is Board of
Commissioners organ established by decision of Board of
Commissioners who work collectively and helps the Board in
carrying out the task of providing advice and his
oversight. Remuneration and Nomination Committee as Board
of Commissioners is one of the organs of the Company,
working hand in hand with the Division of Human Resources
as a device that is owned by Board of Directors for Human
Resources (HR) value and prepare future leaders who will
come who provide role models and careful attention to the
implementation of Good Corporate Governance;
21. Independent Party is the party outside Company who does
not have financial, management, share ownership and/or
family relationship with Board of Commissioners, Board of
Directors and/or controlling shareholders or relationship
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with the Company, which could affect its ability to act
independently;
22. Good corporate governance is a Company's governance under
balance of authority so it can not happen to abuses of
power and the existence of checks and balances in the
Company's operations by applying the principles of
transparency, accountability,responsibility, independency,
and fairness, as the provisions of Bank Indonesia,
hereinafter referred to GCG;
23. Stakeholders are all parties who have interest, directly
or indirectly to the Company's business activities;
24. Executive Officer is officer who reports directly to the
Board of Directors or influence the policies and
operations of the Company or Bank, including Head of
Division, Head of Desk, Regional Office Head and Branch
Manager;
25. Conflict of interest is a conflict between economic
interests of the Company and personal economic interests
of the owners, Board of Commissioners, Board of Directors,
Executive Officer, Employee and/or affiliated party with
Company;
26. Ethics is a set of unwritten norms or values that believed
to be a standard behavior of group of people based on laws
and regulations and business ethics;
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26. Affiliated Party are:
a. Member of Board of Commissioners, Directors or their
proxies, officer and employee of the Company;
b. The Party who give their service to the Company, among
others, Certified Public Accountant, Appraiser, Legal
consultant and other consultant;
c. The Party who according to Bank Indonesia also affect
the management of Company, directly or indirectly,
including its operators, shareholders and their
families, Board of Commissioner’s Family and Board of
Director’s Family.
27. Special List is list of the shareholdings of Directors and
Board of Commissioners of the Company or other Company.
CHAPTER I
INTRODUCTION
1.1.Background
In order to support the implementation of objectives and
purposes of establishment of the Bank, hereinafter
referred to as Company, as described in the Articles of
Association, as well as to deal with competition situation
in the arena of banking business nationwide, Company shall
carry out all conditions set by Bank Indonesia (BI) as the
banking authority national, and laws and regulations that
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apply to the Company that its implementation required
Board Manual that be guidance and Board of Commissioners
and Board of Directors that describes the phases activity
in a structured, systematic, easy to understand and can be
run consistently, so it can be a reference for Board of
Commissioners and Board of Directors in carrying out their
respective duties to achieve Vision and Mission of the
Company.
Board Manual is made based on principles of corporate law,
Articles of Association, legislation in force, direction
of Shareholders as well as best practices of Good
Corporate Governance (GCG), so that the tasks and
responsibilities of Board of Commissioners and Directors
as well as working relationship between the two organs of
Company is increasingly clear and easy to understand, as
well as commitment of Board of Commissioners and Board of
Directors in order to implement GCG principles.
This Board Manual document is dynamic and constantly
evolving appropriate regulatory demands and business
development. Therefore, the necessary improvements on an
ongoing basis according to the needs of the Company by
Board of Commissioners and Board of Directors. Various
detail provision as contained in the Articles of
Association, shareholders directives set out in the GMS,
and various other legal provisions remain binding even if
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not specifically described in this Board Manual. In the
event of any discrepancy between this Board Manual by
Articles of Association, shareholders directives set out
in GMS, and then provisions of legislation the Articles of
Association shall prevail, direction of shareholders, and
provisions of rules and legislation.
1.2.Visi And Mission
1.2.1. Vision
To be a leading bank in housing finance.
1.2.2. Mission
1.2.2.1. Provide excellence services in housing
finance and industries related to consumer
finance and small and medium businesses.
1.2.2.2. Increase competitive advantage through
innovative product development, strategic
network-based services and the latest
technology.
1.2.2.3. Prepare and develop qualified,
professional and high integrity Human
Capital.
1.2.2.4. Carry out banking management in accordance
with the principles of prudence and good
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corporate governance (GCG) to increase
Shareholder Value.
1.2.2.5. Considering the interests of society and
the environment.
1.3. Purposes and Objectives
Board Manual prepared for the following purposes:
1.3.1. Become reference and/or guidance for Board of
Commissioners in carrying out its duties and
functions as organ of each Company.
1.3.2. Improve quality and effectiveness of working
relationship between Board of Commissioners and
Directors.
1.3.3. Applying GCG principles (transparency,
accountability, responsibility, independence, and
fairness (TARIF)
1.4. Scope
This Board Manual applies to the implementation of
working relationship between Board of Commissioners and
Board of Directors in Company scope with reference to the
provisions contained in the Articles of Association and
the provisions contained in the rules and legislation
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1.5. Systematics
This Board Manual consists of 7 (seven) chapters are:
Chapter I : Introduction
Chapter II : Board of Commisioners
Chapter III : Board of Directors
Chapter IV : Procedures for Working Relationship
between Board of Commissioners and Board
of Directors
Chapter V : Relationship with Stakeholders
Chapter VI : Procedures for Working Relations between
Board of Commissioners and Board of
Directors with GMS Organ
Chapter VII : Closing
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CHAPTER II
BOARD OF COMMISSIONERS
Board of Commisioners is the organ of Company who in charge of
supervising the general and/or special in accordance with
Articles of Association as well as giving advice to Board of
Directors1.
Board of Commissioners supervise the management policy, road
of management in general, both regarding the Company or the
Company's business, and advise Board of Directors. Board of
Commisioners is the party who in charge or function in
supervising and advising Board of Directors for the benefit of
Company and shareholders in particular and stakeholders in
general. This is to ensure that Company is managed by Board of
Directors in accordance with the shareholder’s expectation.
Each Member of the Board of Commissioners shall have high
integrity, knowledge, ability and commitment to provide time
in their duties2. Thus, the strategic role of Board of
Commissioners. Therefore, composition of Board of
Commissioners shall enable for effective, precise and fast
decision making3. In addition, Board of Commissioners is also
required to be able to act independently, in the sense of a
conflict of interest that may interfere with their ability to
1 Article 1 point 6 of Company Law 2 Article 28 paragraph 1 of SOEs Law 3 Article 28 paragraph 2 of SOEs Law
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perform the tasks independently and critically, both in
relation to each other and relationship wiht Board of
Directors,
2.1. Composition of Board of Commissioners
Board of Commissioners consists of Members of Board of
Commissioners representative of Dwiwarna Shareholders and
Independent Commissioner with the following composition:
2.1.1. Board of Commissioners consists of Commissioner
and Commissioner Independent4.
2.1.2. Board of Commissioners at least consist of 3
(three) persons and at most equal to the number
of members of Board of Directors, one of whom is
appointed as a Commissioner and one of them can
be appointed as Vice President Commissioner and
Independent Commissioner shall be appointed in
accordance with the number in applicable laws and
regulations5
2.1.3. At least 50% (fifty percent) of the total number
of Commissioners are Independent Commissioners6.
2.1.4. At least 1 (one) Member of Board of Commissioners
shall be domiciled in Indonesia7.
4 Article 5 PBI Number 8/4/PBI/2008 5 Article 20 paragraph 1 POJK 33/POJK.04/2014 6 Article 5 PBI Number 8/4/PBI/2006
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2.1.5. The members of Board of Commissioners are
appointed for period commencing from the date set
by GMS were appointed and ending at the close of
5th (fifth) Annual General Meeting after the date
of appointment to the notice of laws capital
market sector, but without prejudice to the right
of the GMS to change at any time dismiss the
members of Board of Commissioners before his term
ends8.
2.1.6. Thus dismissal applies since closing GMS meeting,
unless otherwise provided by GMS9.
2.1.7. After the term ends the members of Board of
Commissioners may be reappointed by GMS for 1
(one) term10.
2.1.8. In the event the GMS does not specify the time of
appointment applies and dismissal of members of
Board of Commissioners, the appointment and
dismissal of members of Board of Commissioners
shall be applies from the closing of GMS11.
7 Article 4 PBI Number 8/4/PBI/2006 8 Article 14 paragraph 10a ARTICLE OF ASSOCIATION BTN 9 Article 14 paragraph 10b ARTICLE OF ASSOCIATION BTN 10 Article 14 paragraph 10c ARTICLE OF ASSOCIATION BTN 11 Article 14 paragraph 11 ARTICLE OF ASSOCIATION BTN
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2.1.9. Dismissal of members of Board of Commissioners as
referred to in point 2.1.5 is made if based on
fact, member of the Board of Commissioners12;
2.1.9.1. Unable to do his job properly; and/or
2.1.9.2. incomply with provisions of the
legislation and/or Articles of
Association of the Company; and/or
2.1.9.3. engage in actions that harm Company
and/or the State; and/or
2.1.9.4. found guilty by court order that has
binding legal force;
2.1.10. In addition to the reason for dismissal of
members of Board of Commissioners as referred to
in point 2.1.5, member of Board of Commissioners
can be dismissed by GMS based on other reasons
are considered appropriate by GMS for the
interests and objectives of Company13;
2.1.11. Plan for members of Board of Commissioners
dismissal as referred to in clause 2.1.9.1 to
2.1.9.4 is notified to the members of Board of
12 Article 14 paragraph 12 ARTICLE OF ASSOCIATION BTN 13 Article 14 paragraph 13 ARTICLE OF ASSOCIATION BTN
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Commissioners orally or in writing by
Shareholders14;
2.1.12. Dismissal decision as referred to in item 2.1.9
to 2.1.11 on the grounds as referred to in item
2.1.10 taken after the relevant given opportunity
to defend themselves15
2.1.13. Termination due to reasons as referred to in
point 2.1.9 and point 2.1.10 is dishonorable
dismissal16.
2.1.14. Between members of Board of Commissioners and
members of Board of Commissioners with members of
Board of Directors should not be any family
relationship to the second degree either
vertically or horizontally or relationship by
marriage (or brother-in-law)17.
2.1.15. In the event of condition as referred to
paragraph 1.2.14, then GMS authorized to dismiss
one of them 18.
2.1.16. If by any reason the post of member of Board of
Commissioners is vacant, causing members of Board
of Commissioners less than 3 (three) persons, or
14 Article 14 paragraph 14 ARTICLE OF ASSOCIATION BTN 15 Article 14 paragraph 15 ARTICLE OF ASSOCIATION BTN 16 Article 14 paragraph 16 ARTICLE OF ASSOCIATION BTN 17 Article 14 paragraph 17 ARTICLE OF ASSOCIATION BTN 18 Article 14 paragraph 18 ARTICLE OF ASSOCIATION BTN
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by the absence of President Commissioner, GMS
shall be held no later than 90 (ninety) days
after the vacancy, to fill the vacancy 19
2.1.17. If for any reason the Company also does not have
one member of Board of Commissioners, then no
later than 90 (ninety) days after the vacancy
occurs, GMS shall be held to fill the position20;
2.1.18. A member of Board of Commissioners may resign
from office before his term ends. In the event of
a member of Board of Commissioners resigned, the
members of Board of Commissioners shall submit
his resignation in writing concerning his
intention to the Company21
2.1.19. Company shall held GMS to decide on resignation
of members of Board of Commissioners no later
than 90 (ninety) days after the receipt of
resignation letter22.
2.1.20. Company shall make open information to the public
and submit to the Financial Services Authority no
later than 2 (two) working days after the receipt
of the resignation of Board of Commissioners as
19 Article 14 paragraph 21 ARTICLE OF ASSOCIATION BTN 20 Article 14 paragraph 22 ARTICLE OF ASSOCIATION BTN 21 Article 14 paragraph 23a ARTICLE OF ASSOCIATION BTN 22 Article 14 paragraph 23b ARTICLE OF ASSOCIATION BTN
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referred to in point 2.1.18 and the results of
GMS as referred to in item 2.1.1923
2.1.21. Before the resignation becomes effective, Board
of Commissioners in question shall remain obliged
to complete tasks and responsibilities in
accordance with Articles of Association and rules
and regulations24
2.1.22. Office of Board of Commissioners ends by itself
if25:
2.1.22.1. pass away;
2.1.22.2. the term ends;
2.1.22.3. placed under guardianship by court
order
2.1.22.4. no longer qualify as member of Board of
Directors based on legislation, with
due regard to the provisions of the
legislation in the field of Capital
Market.
2.1.23. For members of Board of Commissioners who resign
before or after his term ended unless ended due
to death, then it is still responsible for his
23 Article 14 paragraph 23c ARTICLE OF ASSOCIATION BTN 24 Article 14 paragraph 23d ARTICLE OF ASSOCIATION BTN 25 Article 14 paragraph 24 ARTICLE OF ASSOCIATION BTN
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actions that his accountability has not accepted
by GMS26.
2.1.24. If a member of Board of Commissioners resigns or
bedismissed before his term expires, the tenure
of his successor is referred to item 2.1.8 to
2.1.10, unless GMS decides otherwise27.
2.1.25. In the event of additional member of Board of
Commissioners of the term of office then member
of Board of Commissioners is referred to item
2.1.8 to 2.1.10, unless GMS decides otherwise28.
2.2.Criteria for Board of Commissioners
2.2.1. the person who can be appointed as a member of
Board of Commissioners are individuals, who meet
requirements upon appointment and during office:
a. have good character, morals, and integrity;
b. legally competent;
c. within 5 (five) years prior to appointment
and during his tenure:
1) not been declared bankrupt;
2) has never been a member of Board of
Directors and/or members of Board of
26 Article 14 paragraph 26 ARTICLE OF ASSOCIATION BTN 27 Article 14 paragraph 27 ARTICLE OF ASSOCIATION BTN 28 Article 14 paragraph 28 ARTICLE OF ASSOCIATION BTN
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Commissioners found at fault for causing a
company to go bankrupt
3) have never been convicted for criminal
offense that harm the country's financial
and/or relating to the financial sector;
and
4) never become a member of Board of
Directors and/or members of Board of
Commissioners that during office: ever not
hold Annual Meeting;
5) member of Board of Commissioners never not
accepted by GMS or had not accountable as
member of Board of Directors and/or member
of Board of Commissioners to the GMS; and
6) never causes the company who to obtain a
permit, approval, or registration from FSA
does not fulfill obligation to submit
annual reports and/or financial reports to
FSA.
d. have commitment to comply with laws and
regulations; and
e. have knowledge and/or expertise in the
required fields by Company.
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f. Other conditions under Company Law, laws and
regulations in Capital Market and regulations
related to the Company's business activities.
Additional criteria for member of Board of commissioner
who is also an Independent Commissioner are as follows:
2.2.2. Member of Board of Commissioners who have no
financial relationship, management, shareholding
relationship29.
2.2.3. Not the people who work or have authority and
responsibility for planning, directing,
controlling, or monitoring the activities of
Public Company within six (6) months, except for
reappointment as Independent Commissioner for
Public Listed Company in the next periods30
2.2.4. Has no shares either directly or indirectly in
the Issuer or the Public Company 31
2.2.5. Has no affiliation with the Issuer or Public
Company, member of Board of Commissioners, members
of Board of Directors or major shareholders of the
Issuer or the Public Company 32;
29 Romawi 2 SE BI No.15/15/DPN/2013 30 Article 21 paragraph 2 point a POJK 33/POJK.04/2014 31 Article 21 paragraph 2 point b POJK 33/POJK.04/2014 32 Article 21 paragraph 2 point c POJK 33/POJK.04/2014
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2.2.6. fulfill Independent Commissioner requirements as
stipulated in applicable regulations.
2.2.7. Does not have any business relationship, directly
or indirectly related to the business activities
of the Issuer or Public Company33.
2.3. Duties of Board of Commissioners
Duties of Board of Commissioners include the following:
2.3.1. Supervising the management policy, the course of
management of the Bank by the Board of Directors
including the supervision of the implementation of
the Long Term Plan (RJP), Annual Work Plan and
Budget (RKAP), the Articles of Association and the
decision of GMS, rules and legislation, in the
interests of the Company in accordance with point
and the Company's business objectives and perform
the tasks specifically assigned to it by Articles
of Association, rules and regulations and/or GSM34
2.3.2. Member of Board of Commissioners shall perform the
duties and responsibilities referred to in points
2.3.1 good faith, full of responsibility, and
prudence
33 Article 21 paragraph 2 point d POJK 33/POJK.04/2014 34 Article 15 paragraph 1 of the Articles of Association
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2.3.3. Perform tasks that are specifically assigned to
them by the Articles of Association, regulations,
provisions of Bank Indonesia/Financial Services
Authority and/or decision of GMS, as stipulated in
point 2.3.1 above, which is:
2.3.3.1. Oversee and advise the Board of Directors
in conducting business activities of the
Bank (management policy by the Board of
Directors)35.
2.3.3.2. Overseeing the effective implementation of
GCG36.
2.3.3.3. Approve and evaluate the risk management
policy37.
2.3.3.4. Evaluate the accountability of Directors
on the implementation of Risk Management
policy38.
2.3.3.5. Evaluate and decide on the requests of
Directors relating to Transaction that
require approval from Board of
Commissioners39.
35 Article 15 paragraph 2b1. Articles of Association 36 Article 9 paragraph 1. PBI No. 8/4/PBI/2006 37 Article 6 paragraph a. PBI No. 5/8/PBI/2003 38 Article 6 paragraph b. PBI No. 5/8/PBI/2003 39 Article 6 paragraph c. PBI No. 5/8/PBI/2003
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2.3.3.6. Supervise the implementation of tasks and
responsibilities of Board of Directors, as
well as providing advice to the Board of
Directors40.
2.3.3.7. Monitor the Company 41 compliance with
Bank Indonesia regulations/Financial
Services Authority and legislation and
commitment to Bank Indonesia/Financial
Services Authority and other parties in
accordance with laws and regulations
and/or agreements.
2.3.3.8. Direct, monitor, and evaluate the
development and utilization of information
technology.
2.3.3.9. Proposes external auditor to be approved
in the GMS and to monitor the
implementation of external auditor
assignment.
2.3.4. Prepare the division of duties among the members
of the Board of Commissioners in accordance with
the expertise and experience of each member of the
Board of Commissioners,
40 Article 9 paragraph 2. PBI No. 8/4/PBI/2006 41 Article 2 paragraph 3. PBI No. 13/2/PBI/2011
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2.3.5. Develop an anual work program and performance
targets of the Board of Commissioners and review
mechanism on the performance of the Board of
Commissioners.
2.3.6. Develop mechanisms to deliver information from the
Board of Commissioners to the stakeholders.
2.3.7. Be accountable for the implementation of the
duties of the Board of Commissioners to the GMS.
2.3.8. In connection with the implementation of the
Action Plan GCG Improvement, Board of
Commissioners to supervise the implementation of
prudent credit management and implementation of
GCG in all business activities of the Company at
all levels of the organization, as follows:
2.3.8.1. Evaluate and supervise the policies
established whether Board of Directors is
in accordance with the principles of good
corporate governance or not.
2.3.8.2. Board of Commissioners carry out its duty
to oversee that Board of Directors has
followed up on audit findings and
recommendations of the internal audit
unit, external auditor, Bank Indonesia
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supervision result/Financial Services
Authority, through the efforts of:
2.3.8.2.1. Conduct meeting with Board of
Directors and/or Internal Audit
Division to discuss audit findings.
2.3.8.2.2. Monitoring follow-up settlement
of the findings.
2.3.8.2.3. Commissioned member of Audit
Committee to conduct exit meeting
at the working units in the
framework of the operational
supervision of Company (including
but not limited to credit
management).
2.3.9. In connection with the implementation of Action
Plan of GCG Improvement, Board of Commissioners
conduct active supervision by Board of
Commissioners and/or Board of Commissioners and
Board of Directors, on implementation of GCG
implementation, especially issues of:
2.3.9.1. Implementation of self assessment GCG by
analyzing, evaluating and providing
recommendations on implementation of GCG
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self assessment, to the giving consent of
determination to the GCG composite value.
2.3.9.2. Implementation of GCG implementation
strategy.
2.4. Obligations of Board of Commisioners
In exercising supervision over Company management, the
Board of Commissioners is obliged to:
2.4.1. Provide opinions and approval of Bank’s Long Term
Plan (RJP), Bank Business Plan (RBB) and Work Plan
and Annual Budget (CBP) and any other plans,
prepared by Board of Directors, in accordance with
the Company's vision and mission4243
2.4.2. Under certain conditions, Board of Commissioners
shall hold Annual Meeting and other GMS in
accordance with its authority as stipulated in the
legislation and the Articles of Association44.
2.4.3. Report to the GMS regarding the Company's
performance with suggestions regarding the
corrective measures to be taken45.
42 Article 15 paragraph 2b2. Article of Association 43 Article 28 paragraph 1 POJK No. 33/POJK.04/2014 44 Article 28 paragraph 2 POJK No. 33/POJK.04/2014 45 Article 15 paragraph 2B4. Articles of Association
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2.4.4. Propose to the GMS on the appointment of Public
Accountant that will conduct an audit of the books
of the Company 46.
2.4.5. Examine and analyze and provide feedback on the
periodic report and Annual Report prepared by the
Board of Directors and sign the Bank's Annual
Report47.
2.4.6. Provide explanation, opinions and suggestions to
the GMS regarding the Annual Report, if
requested48.
2.4.7. Make the minutes of Meeting of the Board of
Commissioners and retain a copy49.
2.4.8. Reporting to the Company, regulatory agencies
regarding his/her ownership and/or his/her family
in the the Company and other company50.
2.4.9. Provide a report on the supervisory duties that
have been performed during the past financial year
to the GMS51.
2.4.10. Carry out other obligations in the framework of
supervisory and advisory duties, to the extent not
46 Article 15 paragraph 2B5. Articles of Association 47 Article 15 paragraph 2B6. Articles of Association 48 Article 15 paragraph 2B7. Articles of Association 49 Article 15 paragraph 2B8. Articles of Association 50 Article 15 paragraph 2b9. Articles of Association 51 Article 15 paragraph 2b10. Articles of Association
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contrary to the provisions of laws and regulations
52, Articles of Association, and General Meeting of
Shareholders, such as:
2.4.10.1. Provide opinions to the GMS on issues
that are considered strategic or
important, including opinions on the
feasibility of the Vision and Mission of
the Company.
2.4.10.2. Following the operational activities of
the Company in terms of decision making
regarding the provision of funds to
related parties as stipulated in the
regulations of Bank Indonesia concerning
Lending Limit for Commercial Banks, and
other matters specified in the Articles
of Association of the Bank or the
applicable laws and regulations. But
does not negate the responsibility of
the Board of Directors on the
implementation of the management of the
Company53.
2.4.10.3. Research and examine the periodic
reports and annual reports prepared by
52 Article 15 paragraph 2b11. Articles of Association 53 Article 9 paragraph 4 PBI No. 8/4/PBI/2006
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the Board of Directors, including the
Company's internal audit reports.
2.4.10.4. Ensure that the Board of Directors has
followed up on audit findings and
recommendations of the Company's
internal audit unit, the external
auditor, supervision result of Bank
Indonesia/Financial Services
Authority54.
2.4.10.5. Inform Bank Indonesia no later than 7
(seven) business days after the finding
of violations of legislations in finance
and banking; and the state or estimate
that may endanger the survival of the
Company55.
2.4.10.6. Establish the committee to assist the
implementation of the duties and
responsibilities of the Commissioners,
at least consisting of the Audit
Committee, Risk Monitoring Committee,
and the Remuneration and Nomination
Committee56,
54 Article 10 PBI No. 8/4/PBI/2006 55 Article 11 point a dan b. PBI No.8/4/PBI/2006 56 Article 12 paragraph 1 PBI No. 8/4/PBI/2006
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2.4.10.7. Ensure that the established committees
have been carrying out its duties
effectively57.
2.4.10.8. Has guidelines and procedures that are
binding upon every member of the Board
of Commissioners which at least include
regulation of work ethic, working time;
and meeting arrangements58.
2.4.10.9. Avoid the use of the Bank for personal,
family, and/or other parties’ interests
that may harm or reduce the profit of
the Company59.
2.4.10.10. Not taking and/or not receiving personal
benefits from the Bank other than
remuneration and other facilities set in
the GMS60.
2.4.10.11.Disclose salary and benefits/facilities
received for the past year (the fiscal
year concerned) in the annual report61.
2.4.10.12. Provide advice and support to Board of
Directors in implementing GCG including
57 Article 12 paragraph 4 PBI No. 8/4/PBI/2006 58 Article 13 paragraph 1 PBI No. 8/4/PBI/2006 59 Article 18 paragraph 1 PBI No. 8/4/PBI/2006 60 Article 18 paragraph 2 PBI No. 8/4/PBI/2006 61 Article 18 paragraph 3 PBI No. 8/4/PBI/2006
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when designing and follow up GCG action
plan.
2.4.10.13. Provide explanation on everything being
asked or requested by shareholders of
Series A Dwiwarna, with due regard to
the legislation, especially in the field
of Capital Market.
2.5.Rights and Authorities of Board of Commissioners
Rights and authority of Board of Commissioners include the
following:
2.5.1. Examine the books, letters of proof, inventory of
goods, inspect and verify the state of cash (for
verification purposes) and other securities as
well as be informed of all actions taken by the
Board of Directors62.
2.5.2. Enter the buildings and yards or other places used
or controlled by Company63.
2.5.3. Ask for information and/or clarification of the
Board of Directors and/or officials of the Company
under Board of Directors on all matters concerning
Company management64.
62 Article 15 paragraph 2a1. Article of Association 63 Article 15 paragraph 2a2. Article of Association 64 Article 15 paragraph 2a3. Article of Association
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2.5.4. Be informed of all policies and actions that have
been and will be run by a Board of Directors65.
2.5.5. Asks Board of Directors to attend Board of
Commissioners meeting66.
2.5.6. Request information and/or clarification of the
official under Board of Directors on all matters
concerning the management of the Company, both in
the meeting of Board of Commissioners and Board of
Commissioners meeting outside along in the
implementation of tasks and authority of Board of
Commissioners, without first having the knowledge
of Board of Directors.
2.5.7. Appoint and dismiss the Secretary of the Board of
Commissioners, on the suggestion of the holders of
Series A Dwiwarna share67.
2.5.8. Suspend the members of the Board of Directors in
accordance with the provisions of the Articles of
Association68.
2.5.9. Establish an Audit Committee, Nomination and
Remuneration Committee, Risk Monitoring Committee,
65 Article 15 paragraph 2a4. Article of Association 66 Article 15 paragraph 2a5. Article of Association 67 Article 15 paragraph 2a6. Article of Association 68 Article 15 paragraph 2a7. Article of Association
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and other committees if deemed necessary by taking
into account the needs of Company69.
2.5.10. Use experts for certain things in a certain period
of time and at the expense of the Bank, if deemed
necessary and with due regard to applicable
regulations70.
2.5.11. Condunct management of the Company in certain
circumstances for a certain period of time in
accordance with the provisions of the Articles of
Association71.
2.5.12. Attend Board of Directors meeting and to give
opinions on matters being discussed72.
2.5.13. Carry out other supervision authority to the
extent not contrary to the laws and regulations,
the Articles of Association, and/or resolution of
GMS73, including the
2.5.13.1. Entitled to access and obtain information
regarding the Bank periodically, in a
timely manner, and completely in
accordance with the provisions of the
69 Article 15 paragraph 2a8. Article of Association 70 Article 15 paragraph 2a9. Article of Association 71 Article 15 paragraph 2a10. Article of Association 72 Article 15 paragraph 2a11. Article of Association 73 Article 15 paragraph 2a12. Articles of Association
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Articles of Association and the
applicable laws and regulations.
2.5.13.2. Entitled to ask the Board of Directors
regarding the management of the Company's
business activities
2.5.13.3. Entitled to nominate candidates for the
new Board of Directors to the
Shareholders based on the recommendation
of the Remuneration and Nomination
Committee.
2.5.13.4. Entitled to remuneration and facilities
as stipulated by the General Meeting of
Shareholders.
2.5.13.5. Commissioner obtain honorarium where the
amount from time to time set by GMS, in
addition to obtaining honorarium
Commissioner obtain facility set by
Commissioner after consultation with
shareholders of Series A Dwiwarna
2.6.Prohibition
2.6.1. Insider Trading74
74 Article 95 and Article 96 of Capital Market Law
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39
According to the Capital Market Law, each member
of Board of Commissioners are prohibited for:
2.6.1.1. Making transaction on Company shares or
shares of another company that engaged in
transaction with Company;
2.6.1.2. Influence others to purchase the Company's
shares and other shares that have
transaction with Company; and
2.6.1.3. Provide information to the other party.
2.6.2. Conflict of Interest75
Conflict of interest is a condition where the
economic interests of the Company conflict with
personal economic interest. On the matter, then
member of Commissioner should:
2.6.2.1. Put the interests of the Bank and does not
reduce profits of the Bank in the event of
conflict of interest;
2.6.2.2. Refrain from making decisions in conflict
of interest condition;
2.6.2.3. Disclosure kinship, financial
relationship, relationship management,
ownership links with the Commissioner
75 Romawi V SE BI No. 15/15/DPNP/2013
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and/or members of Board of Directors
and/or controlling shareholders of the
Company and/or other parties in the
framework of Bank's business;
2.6.2.4. Disclosure in decision making remain to be
taken in conflict of interest condition.
2.7.Responsible
2.7.1. Each member of Board of Commissioners is fully
responsible jointly and severally for the losses
caused by the Bank's fault or negligence of member
of the Board of Commissioners in carrying out its
duties.
2.7.2. Member of Board of Commissioners can not be
accounted for Bank’s losses as described in
paragraph 2.7.1. if it can prove:
2.7.2.1. The losses is not due to her/his fault or
negligence;
2.7.2.2. Has conducted surveillance in good faith,
responsibly and in the interests of
prudence and in accordance with the
purposes and objectives of the Bank
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41
2.7.2.3. Does not have any conflict of interest,
either directly or indirectly, for
monitoring actions resulting in losses and
2.7.1.1. Have taken action to prevent arising or
continuing such losses in the event of
bankruptcy because of errors or omissions
Board of Commissioners in supervising the
maintenance performed by Board of
Directors and the Company's assets are not
sufficient to pay for all liabilities of
the Company as a result of bankruptcy,
Article 114 paragraph (4) of the Company
Law provides that any member of Board of
Commissioners jointly and severally liable
with member of Board of Directors for
obligations that have not been settled.
Responsibility as aforesaid, shall also
apply to members of Board of Commissioners
who have not served 5 (five) years before
the bankruptcy order declared76.
2.7.1.2. However, member of Board of Commissioners
can not be held responsible for bankruptcy
of the Company as mentioned above, if it
can prove that:
76 Article 115 paragraph 2 No. Law 40 Year 2007
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42
2.7.1.2.1. The Bankruptcy is not due to
her/his fault or negligence;
2.7.1.2.2. Has conducted surveillance in
good faith, responsibly and
in the interests of prudence
and in accordance with the
purposes and objectives of
the Company;
2.7.1.2.3. does not have a personal
interest, either directly or
indirectly by Directors
management that resulting
bankruptcy; and
2.7.1.2.4. has been providing advice to
Board of Directors to prevent
bankruptcy.
2.7.1.3. Members of Board of Commissioners jointly
and severally liable towards the harmed
party, in terms of financial statements
provided turned out to be incorrect and/or
misleading77.
2.8. Division of duties of Board of Commissioners
77 Article 14 paragraph 19 Articles of Association
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43
Division of tasks set by Board of Commissioners on their
own, and for smooth the duties of Board of Commissioners
may be assisted by Secretary of Board of Commissioners
appointed by Board of Commissioners at Company expense78.
2.8.1. Resignation and Dismissal of Board of Commissioners
2.8.1.1. Resignation of Board of Commissioners
2.8.1.1.1. Every Member of Board of
Commissioners may resign from his
office with prior written notification
to the Company. However, member of
Board of Commissioners concerned is
not exempt from any responsibility
attached to him until the resignation
accepted by GMS.
2.8.1.1.2. Board of Directors shall hold
GMS 90 (ninety) days after the receipt
of the resignation letter. If within
90 (ninety) days of GMS is not done,
the resignation of members of Board of
Commissioners concerned to be valid
and the Company is obliged to report
the matter in the next GMS79.
78 Article 14 paragraph 19 Articles of Association 79 Article 14 paragraph 23 Articles of Association
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44
2.8.1.2. Dismissal of member of Board of
Commissioners conducted if the
concerned80:
2.8.1.2.1. Unable to do his job properly;
2.8.1.2.2. Does not implement provisions
of the legislation or Company’s
Article of Association;
2.8.1.2.3. Engage in acts that harm the
Company and/or the State;
2.8.1.2.4. Found guilty by court order
which has permanent legal force;
2.8.1.2.5. Resigned81;
2.8.1.2.6. Dismissal of member of Board of
Commissioners can also be based on
other reasons that considered
appropriate by GMS82;
2.8.1.2.7. This dismissal plan shall be
notified to the Board of
Commissioners concerned orally or in
writing by shareholders (Series A
Dwiwarna) in order to provide an
80 Article 14 paragraph 11 Articles of Association 81 Article 56 Paragraph 2 Number 45 2005 in conjunction Article 14 paragraph 11 ARTICLE OF ASSOCIATION BTN 82 Article 14 paragraph 12 Articles of Association
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opportunity to defend before the
dismissal decision taken by GMS83.
2.8.1.3. Outside of the reason for dismissal of the
above, the post of member of Board of
Commissioners itself ended if84:
2.8.1.3.1. Pass away;
2.8.1.3.2. The Term expires;
2.8.1.3.3. Declared bankrupt or is in
guardianship (no longer competent to
take legal action) based on a court
order;
2.8.1.3.4. His resignation is effective;
or
2.8.1.3.5. No longer qualify as member of
Board of Commissioners as mentioned
above in Point 2.2 above, including
due to hold prohibited double
position85.
2.8.1.3.6. Dismissal of Board of
Commissioners by Authority/Regulator
decision.
83 Article 56 paragraph 3 PP No. 45 Year 2005 in conjunction with Article 14 paragraph 13 ARTICLE OF ASSOCIATION BTN 84 Article 14 Paragraph 14 Articles of Association 85 Article 14 paragraph 24 ARTICLE OF ASSOCIATION BTN
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2.8.2. Multiple Position of Board of Commissioners86
2.8.2.1. Member of Board of Commissioners may not
hold double position as:
2.8.2.1.1. Member of Board of Directors of
State Owned Enterprises, Regional-
Owned Enterprises, Private Owned
Enterprises
2.8.2.1.2. Political party official and/or
member of the legislative and/or
candidates to the district
head/deputy of regional head.
2.8.2.1.3. Other positions in accordance
with the provisions of legislation;
and/or other position that could lead
to a conflict of interest.
2.8.2.2. Member of Board of Commissioners may serve
double position as:
2.8.2.2.1. Member of Board of
Commissioners, Board of Directors or
Executive Officer at 1 (one)
institution/company is not financial
institution, or
86 Article 24 POJK No. 33/POJK.04/2014
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2.8.2.2.2. Member of Board of
Commissioners, Board of Directors or
Executive Officers that perform
oversight functions in 1 (one) non-
bank subsidiaries that controlled by
Bank.
2.8.2.3. Not included double position as described
in paragraph 2.8.2.2 if:
2.8.2.3.1. Member of non-Independent Board
of Commissioners perform functional
duties from shareholders of bank in
legal entities in its group; and/or
2.8.2.3.2. Member of Board of
Commissioners served on a non-profit
organization or institution, as long
as the concerned does not ignore the
duties and responsibilities as a
member of the Board of Commissioners
of Bank.
2.8.3. Position Ethics
In carrying out the duties and functions of Board of
Commissioners shall always underlie themselves with
position ethics. Position Ethics of Board of Directors
are as follows:
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2.8.3.1 Ethics relating to Modeling
Board of Commissioners should encourage the
creation of ethical behavior and uphold the
highest ethical standards in Company, such as to
make himself as a good model for Board of
Directors and employees of the Company
2.8.3.2. Ethics relating to compliance with laws and
regulations
Board of Commisioners shall comply with applicable
laws and regulations, Articles of Association and
policies of company which has been set
2.8.3.3. Ethics relating to information disclosure and
confidentiality
Board of Commissioners shall disclose in
accordance with the provisions of legislation in
force, and always maintain the confidentiality of
information entrusted to him, including
confidential and secret bank customers in
accordance with the provisions of the legislation
and regulations, and Company policies
2.8.3.4. Ethics related to the Company's Opportunity
During his time as Board of Commissioners are not
allowed to:
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a. Taking the company's business opportunities for
himself
b. Using company assets, company information or
position as Commissioner for personal
interests that are contrary to the provisions
of applicable laws and regulations and company
policies.
2.8.3.5. Ethics relating to conflict of interest
Conflict of interest is a specific condition where
economic interests of the company in conflict with
personal economic interests of member of Board of
Commissioners. On the matter, Board of
Commissioners should always:
a. Avoiding conflicts of interest
b. Filling the special list that contains its
share ownership and or his family of 5% or
more in the company or other companies in
domestic and abroad
c. Disclose financial relationships and family
relationships with member of the other
Commissioners, members of Board of Directors
and/or the controlling shareholder of the
company
d. Disclosure for double position
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e. Disclosure in the event of conflict of interest
and commissioners concerned should not be
involved in company decision-making process
relating thereto
2.9. Board of Commissioners Meeting87
2.9.1. Any resolution of Board of Commissioners shall be
taken at a meeting of the Board of Commissioners
2.9.2. Meeting of Board of Commissioners shall be held
regularly at least 1 (one) time in 2 (two) months. If
deemed necessary, Board of Commissioners may be held
at any time at the request of one or more members of
the Board or at written request from Board of
Directors.
2.9.3. Board of Commissioners may be held joint meeting
with Board of Directors at any time if deemed
necessary by considering that Board of Commissioners
shall be held a joint meeting with Board of Directors
on a regular basis at least 1 (one) time in 4 (four)
months
2.9.4. Board of Commissioners Meeting may be held at
Company domicile or elsewhere in the territory of the
Republic of Indonesia or in the Company's business
activities.
87 Article 16 of the Articles of Association
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2.9.5. Summon of Board of Commissioners Meeting submitted
in writing or by other means by President
Commissioners or members of Board of Commissioners
appointed by President and communicated within a
maximum period of 5 (five) days before the meeting is
held or in a shorter period of time if urgent,
excluding the date of Summon and the meeting date
2.9.6. Summon of the meeting should explain the agenda,
date, time, and venue of the meeting
2.9.7. conference call in advance is not required if all
members of the Board of Commissioners are present at
the meeting
2.9.8. Meeting of the Board of Commissioners is valid and
may adopt binding resolutions if attended or
represented by more than 1/2 (one half) of the number
of members of the Board of Commissioners, the presence
of members of the Board of Commissioners in the
meeting as referred to in point 2.9.2 and 2.9.3 shall
be disclosed in the Company Annual Report.
2.9.9. In other agenda, Board of Commissioners Meeting is
not entitled to make decision unless all members of
Board of Directors or its authorized representative,
present and agreed to add the meeting agenda
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2.9.10. Board of Commissioners meeting led by President
Commissioner
2.9.11. In the event that the President Commissioner is
absent or unavailable for any reason, for which no
evidence to third parties, Vice President Commissioner
shall be chaired the meeting
2.9.12. In the event that the Vice President Commissioner
is absent or unavailable for any reason, for which no
evidence to third parties, one of the member of Board
of Commissioners who present in the meeting and
elected in Board of Commissioners meeting may be
chaired the Board of Commisioners meeting
2.9.13. All resolutions of the meeting of the Board of
Commissioners shall be taken with deliberation and
consensus
2.9.14. In the event that a resolution can not be taken
with deliberation, the resolution is taken by vote
agreed more than 1/2 (one half) of the total valid
votes cast in the meeting.
2.9.15. Each member of Board of Commissioners is entitled
to cast 1 (one) vote and additional 1 (one) vote of
Board of Commissioners he/she represents
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2.9.16. In the event more than two alternative proposals
and the results of voting have not received
alternative with more than 1/2 (one half) of the total
votes cast, then the re-election of the two proposals
that received the most votes so that one of the
proposals received more than 1/2 (one half) of the
total votes cast
2.9.17. abstained is considered approving the proposal
proposed in the meeting and responsible for meeting
resolution
2.9.18. Invalid votes are considered non-existent and not
counted in determining the number of votes cast at the
meeting
9.2.19. In each meeting of Board of Commissioners shall be
made minutes of meeting containing discussed matters
(including a statement of disapproval/dissenting
opinions of member of Board of Commissioners, if any)
and matters are decided.
2.9.20. Meeting Resolution as referred to in 2.9.2 shall
be set out in the minutes of meeting, signed by all
Members of Board of Commissioners who present and
communicated to all Members of Board of Commissioners
2.9.21. Meeting Resolution as referred to point 2.9.3.
shall be set out in the minutes of the meeting, signed
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by Member of Board of Commissioners and Board of
Directors who present, and communicated to all Members
of Board of Directors and Board of Commissioners.
2.9.22. In the event of a member of the Directors and/or
Member of Board of Commissioners who do not sign the
results of the meeting referred to in point 2.9.20 and
9.2.21 shall set out the reasons in writing in a
separate letter attached to the minutes of meeting.
2.9.23. Minutes of the meeting as points 9.2.20 and 9.2.21
shall be documented by Company.
2.9.24. Board of Commissioners can also take legitimate
decision without hold a meeting of Board of
Commissioners with the provisions of all the Members
of Board of Commissioners has been notified in writing
and all Members of Board of Commissioners approves the
proposal submitted in writing and signed the
agreement. The decisions taken by this way has the
same legal force as a legitimate decision taken by
Board of Commissioners Meeting.
2.9.25. In the event that Member of Board of Commissioners
can not physically attend the meeting, Board of
Commissioners may attend the meeting via
teleconference media, video conference or other means
of electronic media
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2.10. Leadership88
Leadership demonstrate ability and or act in the
Company's senior leadership in directing and ensure
the sustainability of Company business. In addition,
the leadership shall also be able to create a system
of governance that is applied in the Company and legal
observance, ethical business practices, and carry out
social responsibility and supporting strong influence
communities for the Company.
2.11. Evaluation of Board of Commissioners’ Performance
2.11.1. Public Policy
2.11.1.1. Board of Commissioners shall submit Board of
Commissioners’ performance reports and Member of
Board of Commissioners to be evaluated by
Shareholders at GMS.
2.11.1.2. Board of Commisioners’ Performance is
determined based on the duties set forth in the
legislation in force and Articles of Association
as well as the mandate of the Shareholders. Formal
evaluation criteria openly communicated to the
Members of Board of Commissioners since the date
of appointment.
88 SOE Excellence Performance Assessment Criteria
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2.11.1.3. Evaluation Results of Board of
Commissioners’ performance as a whole and the
performance of each individual Member of Board of
Commissioners will be an integral part of the
compensation and incentive schemes for Board of
Commissioners.
2.11.1.4. Evaluation Results of the performance of
each individual Member Board of Commissioners is
one of the basic considerations for Shareholders
to dismiss and/or reappointed the Member of Board
of Commissioners concerned. The performance
evaluation results is assessment tool as well as
improvement in Board of Commissioners’
effectiveness.
2.11.2. Performance Evaluation Criteria Board of
Commisioners
Evaluation criteria used to assess Board of
Commissioners’ performance and individual performance
of Board of Commissioners is the implementation of the
functions of Board of Commissioners in monitoring and
advising Board of Directors for the interest of Bank
and shareholders in particular and stakeholders in
general.
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2.11.3. Process of Performance Evaluation for Board of
Commisioners
Evaluation process on performance of Board of
Commissioner held in GMS forum. GMS is a meeting
attended by shareholders who qualified quorum and
organized by Board of Directors at the request of the
Commissioner, Board of Directors or shareholders
representing 1/10 of the total number of shares in
order to take important resolution relating to capital
invested in the company and/or for decision-making on
matters where the authority is not submitted to the
Board or the Commissioner
2.12. Supporting organ of Board Of Commisioners
2.12.1. Secretary of Board of Commissioners
Secretary of Board of Commisioners responsible to the
Board of Commissioners to assist Board of
Commissioners in the field of secretarial activities
and in his/her duties assisted by staff of secretariat
of Board of Commisioners.
The tasks of the Secretary of Board of Commissioners
are:
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2.12.1.1. Carrying out secretariat administrative
activities within Board of Commisioners circles89.
2.12.1.2. Held meeting of Board of Commissioners and
conference/meeting between Commissioners by
Shareholders, Board of Directors or related
parties (stakeholders), including
2.12.1.2.1. Preparation meeting invitation.
2.12.1.2.2. Preparation meeting materials
2.12.1.2.3. Documenting the letters.
2.12.1.2.4. Preparation minutes of meeting90.
2.12.1.3. Drafting minutes of Board of Commissioners
meeting and minutes of joint meeting between Board
of Commissioners and Board of Directors with
Company Secretary91
2.12.1.4. Delivering original minutes of Board of
Commissioners meeting to the Board of Directors
through Company Secretary
2.12.1.5. Drafting Business Plan and Budget of Board
of Commisioners92
2.12.1.6. Drafting Reports of Board of Commissioners93
89 Article 4 paragraph 1 letter c Permen SOEs Number 12 Year 2012 90 Article 4 paragraph 1 letter a Permen SOEs Number 12 Year 2012 91 Article 4 paragraph 1 letter 1b Permen SOEs Number PER-10/MBU/2012 92 Article 4 paragraph 1 letter d Permen SOEs Number 12 Year 2012
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2.12.1.7. Ensure that Board of Commissioners complies
with the laws and regulations and apply GCG
principles94
2.12.1.8. Provide information needed by Board of
Commissioners at regular intervals and/or at any
time when requested95
2.12.1.9. Coordinating Committee member if necessary
in order to facilitate the task of Board of
Commissioners96
2.12.1.10. Collecting relevant data or information to
the duties of the Board of Commissioners.
2.12.1.11. Providing data/information required by
Commissioners and Committees of Board of
Commissioners related to:
2.12.1.11.1. Monitoring resolution follow-up,
recommendation and direction of Board of
Commissioners, both of which should be
followed up by Board of Commissioners and
Board of Directors,
93 Article 4 paragraph 1 letter e Permen SOEs Number 12 Year 2012 94 Article 4 paragraph 2 letter a Permen SOE Number 12 Year 2012 95 Article 4 paragraph 2 letter b Permen SOE Number 12 Year 2012 96 Article 4 paragraph 2 letter c Permen SOE Number 12 Year 2012
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2.12.1.11.2. Administration materials concerning
Board of Directors’ reports/activities in
managing the Company.