Board of Management Committees

The Board of Commissioners established an Audit Committee, which aims to assist the Board of Commissioners in carrying out the duties and functions of the Company’s supervision. The Audit Committee is responsible to the Board of Commissioners by providing independent opinions on matters that require the attention of the Board of Commissioners following GCG principles and applicable laws and regulations.

Basis for Establishing the Audit Committee

The establishment of the Audit Committee has been regulated in:

1. Financial Services Authority Regulation Number: 55/ POJK.04/2015 dated 23 December 2015 concerning the Establishment and Guidelines for the Work Implementation of the Audit Committee.
2. Financial Services Authority Regulation No. 55/POJK.03/2016 dated 7 December 2016 concerning the Implementation of Good Corporate Governance for Commercial Banks.
3. Articles of Association of PT Bank Rakyat Indonesia (Persero) Tbk- and its amendments.
4. BRI Board of Commissioners Decree Nokep:11/KOM/11/2018 regarding Audit Committee Code of Conduct
5. Decree of the Board of Directors of BRI Number: 594-DIR/ HCB/09/2021 dated September 30, 2021 concerning the Appointment of the Chairman and Members of the Audit Committee of PT Bank Rakyat Indonesia (Persero) Tbk.

Duties and Responsibilities of The Audit Committee

The Audit Committee duties and responsibilities to assist the Board of Commissioners are as follows:

1. Reviewing the company’s financial information to the public and/or authorities, including financial statements, projections, and other reports related to the Company’s financial information.
2. Conduct a review of compliance with laws and regulations related to the Company’s activities.
3. Provide an independent opinion in the event of a difference of opinion between management and the Accountant for the services provided.
4. Provide recommendations to the Board of Commissioners regarding the appointment of an Accountant based on independence, scope of assignment, and compensation for services.
5. Review the implementation of inspections by the internal auditors and overseeing the implementation of followup actions by the Board of Directors on the findings of the internal auditors.
6. Review the risk management implementation activities carried out by the Board of Directors, if the Company does not have a risk monitoring function under the Board of Commissioners.
7. Examine complaints related to the Company’s accounting and financial reporting processes.
8. Review and provide advice to the Board of Commissioners regarding the potential conflict of interest of the Company.
9. Maintain the confidentiality of the Company’s documents, data and information.

The Audit Committee acted independently in carrying out its duties and responsibilities to assist the Board of Commissioners in carrying out the Company’s oversight function with regard to:

Financial statements

1. Reviewing the company’s financial information to the public and/ or authorities, including financial statements, projections, and other reports related to the Company’s financial information.
2. Conduct a joint review with Management, SKAI and Public Accountants, KAP or the Audit Team from KAP on the audit results, including the difficulties encountered.
3. Provide an independent opinion in the event of a difference of opinion between management and the Public Accountant, KAP, or Audit Team of the KAP on the services provided.
4. Review the annual report to ensure the information’s adequacy, consistency, and accuracy. Internal Control Monitor, review and discuss with Management, Internal Audit Unit and Public Accountant or Audit Team from KAP on the adequacy and effectiveness of internal control over financial reports including any material weaknesses, both in design and operation, which may interfere with the Company’s ability to record, process, summarize and report financial information.

Internal Audit Unit (SKAI)

1. Monitor and review the effectiveness of the implementation of the Company’s internal audit.
2. Evaluate Internal Audit Work Unit’s performance.
3. Ensure that Internal Audit Work Unit communicates with the Board of Directors, Board of Commissioners, Sharia Supervisory Board, External Auditors, and the Financial Services Authority.
4. Ensure Internal Audit Work Unit to work independently.
5. Provide recommendations to the Board of Commissioners regarding the preparation of the annual audit plan, scope and Internal Audit Work Unit budget.
6. Conduct reviews and provide recommendations to the Board of Commissioners as material for consideration in granting approval of the Internal Audit Charter.
7. Provide recommendations to the Board of Commissioners as material for consideration in granting approval for the appointment of an independent quality controller from an external party to review the performance of Internal Audit Work Unit.
8. Review audit reports and ensuring that the Board of Directors takes the necessary corrective actions quickly to address control weaknesses, fraud, compliance issues with policies, laws and regulations, or other problems identified and reported by Internal Audit Work Unit.
9. Provide recommendations to the Board of Commissioners regarding the provision of SKAI’s overall annual remuneration and performance awards.
10. Ensure that Internal Audit Work Unit upholds integrity in carrying out its duties.
11. Provide recommendations to the Board of Commissioners as material for consideration in granting approval for the appointment and dismissal of the Head of Internal Audit Work Unit.
12. Reviewing the Company’s Report to the Financial Services Authority regarding the implementation of the Internal Audit function.
13. Reviewing each SKAI report submitted to the Board of Commissioners c.q. The Audit Committee includes any reports regarding deviations submitted to the Board of Directors.
14. Reviewing the implementation of the inspection by IAU and supervising the implementation of follow-up by the Board of Directors on the findings of the Internal Auditor.

Independent Auditors

1. Providing recommendation on the appointment of a Public Accountant and/or Firm that will provide audit services to the annual financial information, to the Board of Commissioners to be submitted to the GMS, taking into account the independence, scope of the assignment, and services fee.
2. Providing recommendation to the Board of Commissioners, to be proposed to the GMS, in the case of the Public Accountant and/or Public Accountant Firm decided by the GMS as referred to in point 1) cannot meet the audit services on annual financial information during the Professional Assignment Period, the appointment of a replacement of Public Accountant and/or Public Accountant Firm may be conducted by the Board of Commissioners with due regard to the Audit Committee’s recommendation.
3. In the event that the Audit Committee cannot recommend Public Accountant and/or Public Accountant Firm that will provide audit services to annual financial information to the Board of Commissioners prior to the GMS as referred to in point 1), the Audit Committee shall recommend delegation of authority to appoint Public Accountant and/ or Public Accountant Firm to the Board of Commissioners, with explanation about:
   1. The reason for the delegation of authority; and
   2. Criteria or limitations to the appointed Public Accountant/Public Accountant Firm.
4. In preparing the recommendations as referred to in point 1), the Audit Committee shall consider:
   1. Independence of Public Accountant, Public Accountant Firm, and person in Public Accountant Firm;
   2. The scope of the audit;
   3. Audit services fee;
   4. Expertise and experience of Public Accountant, Public Accountant Firm, and Audit Team of the Public Accountant Firm;
   5. The methodology, techniques, and audit facilities used by the Firm;
   6. Benefits of fresh eye perspectives that will be obtained through the replacement of Public Accountant, Public Accountant Firm, and Audit Team of the Public Accountant Firm;
   7. Potential risks for the use of same audit services (Public Accountant Firm) continuously for a sufficient period of time; and/or
   8. The results of the evaluation of the implementation of the provision of audit services on annual historical financial information by Public Accountants and Public Accountants in the previous period.
5. Submit the recommendations of the Audit Committee in the appointment of Public Accountant and/or Public Accountant Firm to the Board of Directors of PT Bank Rakyat Indonesia (Persero) Tbk. and/ or DPLK Executive Board to be used as appendix of Public Accountant and/or Public Accountant Firm Appointment Report to the Financial Services Authority.
6. Propose to terminate a Public Accountant, Public Accountant Firm, or Public Accountant Firm Audit Team, if in performing their duties, the Auditor does not meet the applicable standards and regulations.
7. Reviewing prospective Public Accountants, or the Audit Team from KAP who will conduct a general audit of the consolidated financial statements of subsidiaries. to the Company’s consolidated financial statements. KAP for the consolidated subsidiary is appointed and determined by the relevant subsidiary in accordance with the provisions of its articles of association but must be consulted with the Audit Committee to assess aspects of independence, expertise and scope of assignment of prospective Public Accountants, KAP, or Audit Team from KAP and audit supervision. run by the Audit Committee.
8. Provide pre-approval for non-assurance services assigned to KAP, the Company’s independent auditor.
9. Evaluate the implementation of audit services for annual financial information by Public Accountant, Public Accountant Firm, or Public Accountant Firm Audit Team, at least through:
   1. Compliance with audit conducted by Public Accountant, Public Accountant Firm, or Public Accountant Firm Audit Team with applicable audit standards;
   2. Adequacy of fieldwork time;
   3. Assessment of the scope of services provided and the adequacy of the quotation;
   4. Recommendations for improvements provided by the Public Accountant and/ or Public Accountant Firm; and
   5. Others.
10. Submit the Audit Committee Evaluation Result Report as referred to in number 9) to the OJK through the BRI Board of Directors and/ or BRI DPLK Management.

Compliance

1. Monitoring the effectiveness of policies and implementation of fraudulent financial reporting risks that have been prepared and implemented by the Board of Directors.
2. Reviewing the adherence to laws and regulations related to the activities of the Bank.

Complaint

Reviewing complaints both related to the Bank’s accounting and reporting process, as well as other complaints.

Subsidiaries

1. Monitor and evaluate the suitability of the implementation of financial policies and the Internal Audit of parent and subsidiary SOEs.
2. Monitor and evaluate the appropriateness of BRI’s internal audit implementation and subsidiary internal audit policies.
3. Oversight of the general audit implementation of the financial statements of subsidiaries.
4. Review the adequacy of internal control of subsidiaries and financial conglomerates.

Others

1. Reviewing and providing advice to the Board of Commissioners related to potential conflicts of interest of the Bank.
2. Maintaining confidentiality of documents, data, and information of the Bank.
3. Carrying out the assignment as requested by the Commissioner

Audit Committee Charter

The Company’s Audit Committee Charter was regulated in the Decree of the BRI Board of Commissioners Nokep:11/KOM/11/2018 regarding the Audit Committee Code of Conduct. The Audit Committee Charter became a reference for the Audit Committee in carrying out its duties effectively. The Audit Committee Charter was a guideline and work order for the Audit Committee in carrying out its duties to assist the Board of Commissioners in actively monitoring the implementation of GCG principles in the Company.

Authority of the Audit Committee

The Board of Commissioners grants authority to the Audit Committee within the scope of Audit Committee responsibilities to:

1. Access the Bank’s documents, data and information concerning employees, funds, assets, and corporate resources.
2. Communicate directly with employees, including the Board of Directors and parties performing internal audit, risk management, and accountant functions related to the Audit Committee’s duties and responsibilities.
3. Involve independent parties outside the members of the Audit Committee as required to assist in the execution of their duties (if necessary).
4. To exercise other authorities granted by the Board of Commissioners.

Audit Committee Term of Office

The term of office of members of the Audit Committee may not be longer than the term of office of the Board of Commissioners as stipulated in the Company’s Articles of Association and may be re-elected only for the next 1 (one) period, without ruling out the possibility of being dismissed by the Board of Commissioners before the contract period ends.

Audit Committee Structure, Membership and Expertise

The Audit Committee was under the coordination of the Board of Commissioners and was structurally responsible to the Board of Commissioners. The Audit Committee was chaired by an Independent Commissioner. Members of the Audit Committee consist of at least 3 (three) people, namely:

1. An Independent Commissioner
2. An Independent Party with expertise in accounting and finance
3. An Independent Party with expertise in law or banking

Structure, membership and expertise of the Audit Committee can be seen in the table below.

Period January 1, 2022 – April 4, 2022

Period April 5, 2022 – September 6, 2022

Period September 07, 2022 – December 31, 2022

The Board of Commissioners establishes the Nomination and Remuneration Committee which aims to formulate policies and assist in the implementation of the functions and duties of the nomination and remuneration of members of the Board of Commissioners and Directors in accordance with applicable laws and regulations and the principles of Good Corporate Governance. The appointment and dismissal of members of the Nomination and Remuneration Committee is carried out by the Board of Commissioners.

Basis for Establishing The Nomination and Remuneration Committee

1. Law of the Republic of Indonesia No. 7 of 1992 concerning Banking as amended by the Law of the Republic of Indonesia No. 10 of 1998.
2. Law of the Republic of Indonesia No. 40 of 2007 on the Limited Liability Companies.
3. Law of the Republic of Indonesia No. 19 of 2003 on the StateOwned Enterprises.
4. POJK No. 55/POJK.03/2016 on the Implementation of Governance for Commercial Banks.
5. POJK No. 33/POJK.04/2014 dated 8 December 2014 on the Board of Directors and Board of Commissioners of Issuers or Public Companies.
6. POJK No. 34/POJK.04/2014 dated 8 December 2014 on the Nomination and Remuneration Committee of Issuers or Public Companies.
7. POJK No. 45/POJK.03/2015 on the Implementation of Governance in Providing Remuneration for Commercial Banks.
8. POJK No. 45/POJK.03/2015 on the Implementation of Governance in Providing Remuneration for Commercial Banks.
9. SOE Minister Regulation No. PER-01/MBU/2011 dated 1 August 2011 on the Implementation of Good Corporate Governance in SOEs in lieu of SOE Minister Regulation No. PER-09/MBU/2012 dated 6 July 2012 on the amendment to the SOE Minister Regulation No. PER-01/MBU/2011 on the Implementation of Good Corporate Governance in SOEs.
10. SOE Minister Regulation No. PER-01/MBU/2011 dated 1 August 2011 on the Implementation of Good Corporate Governance in SOEs in lieu of SOE Minister Regulation No. PER-09/MBU/2012 dated 6 July 2012 on the amendment to the SOE Minister Regulation No. PER-01/MBU/2011 on the Implementation of Good Corporate Governance in SOEs.
11. PT Bank Rakyat Indonesia (Persero) Tbk’s Articles of Association with the latest amendments.

Nomination and Remuneration Committee Charter

The Nomination and Remuneration Committee Charter has been reviewed and approved by the Board of Commissioners through the Board of Commissioners Decree No: B.13-KOM/1/2018 dated 01 November 2018 concerning the Charter of the Board of Commissioners and Supporting Organs of the Board of Commissioners of PT Bank Rakyat Indonesia (Persero) Tbk, which regulates including:

1. General Understanding
2. Legal Basis
3. Purpose of Committee Establishment
4. Duties and Responsibilities
5. Obligations, Prohibitions and Authorities
6. Committee Position
7. Committee Member
8. Ethics and Working Time
9. Implementation of Meetings and Reports
10. Closing

Appointment and Termination of The Nomination and Remuneration Committee

The Nomination and Remuneration Committee was appointed and dismissed by and was responsible to the Board of Commissioners. Appointment of the Chairman and Members of the Nomination and Remuneration Committee was determined by Decree of the Board of Directors No. 1505-DIR/HCB/09/2022 dated September 7, 2022 concerning Appointment of the Chair and Members of the Nomination and Remuneration Committee of PT Bank Rakyat Indonesia (Persero) Tbk.

Duties and Responsibilities of The Nomination and Remuneration Committee

Nomination Function

1. Prepare and provide recommendations regarding the system and procedure for selecting and/or replacing members of the Board of Commissioners and Board of Directors to the Board of Commissioners to be submitted to the General Meeting of Shareholders.
2. Provide recommendations to the Board of Commissioners regarding:
   1. Composition of the positions of members of the Board of Directors and/or members of the Board of Commissioners;
   2. Policies and criteria required in the Nomination process; and
   3. Performance evaluation policies for members of the Board of Directors and/or members of the Board of Commissioners;
3. Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/ or members of the Board of Commissioners based on the benchmarks prepared as evaluation material.
4. Provide recommendations to the Board of Commissioners regarding the capacity building program for members of the Board of Directors and/or members of the Board of Commissioners.
5. Provide recommendations or propose candidates who meet the requirements as members of the Board of Directors and/ or members of the Board of Commissioners to be submitted to the GMS.
6. Provide recommendations to the Board of Commissioners regarding the Candidate Representative of the Company who will be appointed as Management of the Subsidiary Company proposed by the Board of Directors.
7. Provide recommendations to the Board of Commissioners regarding the Independent Party who will become a member of the Committee under the Board of Commissioners.

Remuneration Function

1. Provide recommendations to the Board of Commissioners regarding the structure, policies, and amount of Remuneration for members of the Board of Directors and/or members of the Board of Commissioners.
2. Provide recommendations to the Board of Commissioners regarding evaluating the remuneration policy for members of the Board of Directors and/or members of the Board of Commissioners to be submitted to the General Meeting of Shareholders.
3. Provide recommendations to the Board of Commissioners regarding evaluating the remuneration policy for Executive Officers and employees as a whole to be submitted to the Board of Directors.
4. Assisting the Board of Commissioners in conducting performance appraisals following the remuneration received by each member of the Board of Directors and/or members of the Board of Commissioners.

Authority of The Nomination and Remuneration Committee

The Board of Commissioners authorizes the Committee within the scope of the Committee’s responsibilities to request relevant information relating to the implementation of the Nomination and remuneration functions as well as employment policies and other functions in human resource management from internal parties.

Committee Prohibition

1. Taking personal gain either directly or indirectly from the Company’s activities other than legal income.
2. Receiving additional income other than income as a member of the Board of Commissioners for members of the Board of Commissioners who become Chairman or members of the Committee.

Nomination and Remuneration Committee Term of Office

The term of office for members of the Nomination and Remuneration Committee may not be longer than the term of office of the Board of Commissioners as stipulated in the Company’s Articles of Association and may be re-elected only for the next 1 (one) period, without ruling out the possibility of being dismissed by the Board of Commissioners before the contract period ends.

Structure, Membership and Expertise of The Nomination and Remuneration Committee

The structure of the BRI Nomination and Remuneration Committee is as follows:

1. The Committee was under the coordination of the Board of Commissioners and is structurally responsible to the Board of Commissioners;
2. The Committee was chaired by an Independent Commissioner;
3. Members of the Committee consisted of at least 3 (three) people consisting of an Independent Commissioner as chairman and concurrently member, a Commissioner, and an Executive Officer one level below the Board of Directors handling HR policies (ex officio) or a representative of the Company’s employees, other members might come from parties outside the Company;
4. In the event that more than 3 (three) members of the Committee were appointed, the members of the Independent Commissioner should be at least 2 (two) persons;
5. The Board of Commissioners might appoint an Independent Party as a member of the Committee, provided that:
   1. Had to meet the following requirements:
      1. did not have affiliation with the Company, members of the Board of Directors, members of the Board of Commissioners, or the Company’s Major Shareholders;
      2. owned experience related to Nomination and/or Remuneration; and
      3. did not hold concurrent positions as members of other committees owned by the Company.
   2. Elected by the Board of Commissioners through a recruitment and selection mechanism.
   3. The maximum working period was 2 (two) years and could be extended again for the next working period by considering the tenure of the Board of Commissioners and the applicable contract workers regulations in the Company, without closing the possibility of being dismissed by the Board of Commissioners before the end of the contract period.
6. Members of the Board of Directors were prohibited from being members of the Committee;
7. Committee members were appointed by the Board of Directors based on the decision of the Board of Commissioners meeting;
8. Committee members were appointed for a certain term of office and might be reappointed;
9. The term of office of members was not longer than the term of office of the Board of Commissioners as stipulated in the articles of association.
10. The replacement of members who were not from the Board of Commissioners wes carried out no later than 60 (sixty) days after the said Committee member was no longer able to carry out his functions.

The structure, membership and expertise of the Nomination and Remuneration Committee can be seen in the table below.

Period 01 January 2022 - 15 March 2022

Period 15 March 2022 - 07 September 2022

Period 07 September 2022 - 31 December 2022

The Risk Management Oversight Committee (RMOC) is one of the Committees under the Board of Commissioners which duties and responsibilities are to assist the Board of Commissioners in carrying out evaluations and ensuring the implementation of risk management in the Company.

Basis Establishing of Risk Management Monitoring Committee

1. Regulation of the Minister of SOEs No. PER-12/MBU/2012 dated August 24, 2012 concerning Supporting Organs for the Board of Commissioners/Supervisory Board for State-Owned Enterprises.
2. OJK Regulation No. 17/POJK.03/2014 dated 18 November 2014 concerning the Implementation of Integrated Risk Management for Financial Conglomerates.
3. OJK Regulation No. 18/POJK.03/2016 dated March 22, 2016 concerning the Implementation of Risk Management for Commercial Banks.
4. OJK Circular Letter No. 13/SEOJK.03/2017 dated 17 March 2017 concerning the Implementation of Good Corporate Governance for Commercial Banks.
5. Regulation of the Minister of SOEs PER-14/MBU/10/2021 dated October 29, 2021 concerning the Second Amendment to the Regulation of the Minister of State-Owned Enterprises Number PER-12/MBU/2012 concerning Supporting Organs for the Board of Commissioners/Supervisory Board of StateOwned Enterprise
6. The Articles of Association of the Company and its amendments.

Risk Management Monitoring Committee Charter

The Risk Management Oversight Committee (RMOC) has the Charter as outlined in the Decree of the Board of Commissioners No. 12-KOM/11/2018 dated 01 November 2018 that regulates:

1. Duties, powers, obligations, and responsibilities.
2. Division of labor.
3. Time and work ethic.
4. Committee Meetings.
5. Organizational structure, and implementation of tasks related to the Risk Management Monitoring Committee (KPMR).

Duties and Responsibilities of The Risk Management Monitoring Committee

The RMOC assists the Board of Commissioners in carrying out duties and responsibilities to evaluate and ensure the implementation of the Company’s risk management continues to meet the adequacy of risk management procedures and methodology, thereby the Company’s activities can be controlled within the acceptable risk limits and profitable to the Company The following are RMOC duties and responsibilities:

1. Periodically evaluate and analyse the adequacy of risk management policy and provide opinions in the form of advice and/or recommendations to the Board of Commissioners for the adjustment and improvement of the required risk management framework and policy.
2. Evaluate and analyse the Company’s risk profile report in quarterly basis and provide advice and/or recommendation to the Board of Commissioners for necessary improvements and enhancement.
3. Monitor and evaluate the adequacy of the identification, measurement, monitoring, control and risk management information system of the Company and provide advice and/or recommendation to the Board of Commissioners to improve the effectiveness and quality of risk management implementation of the Company.
4. Monitor and evaluate the performance of Risk Management Unit and to provide advice and/or recommendation to the Board of Commissioners to improve the effectiveness of duties implementation of the Risk Management Unit. The evaluation of duties of the Risk Management Unit shall be conducted at least once a year.
5. Evaluate and analyse the implementation of the Company’s Compliance Function at least by midyear and provide advice and/or recommendation to the Board of Commissioners to improve the quality of the Company’s Compliance Function.
6. Evaluate and analyse the implementation of risk control of the fraud in the Company at least by mid- year and provide advice and/or recommendation to the Board of Commissioners to improve the quality implementation of the Company’s AntiFraud Strategy.
7. Evaluate and analyse the implementation of the Company’s Anti Money Laundering and Counter Terrorism Financing (AML & CTF) Program at least by mid-year and to provide advice and/or recommendation to the Board of Commissioners to improve the quality implementation of the Company’s Anti Money Laundering Program.
8. Evaluate and analyse the implementation of risk management in the use of Information Technology and Information Technology Strategic Plan as well as the Company policy related to the use of Information Technology and provide advice and/or recommendation to the Board of Commissioners on the implementation of risk management in the use of Information Technology by the Company.
9. Evaluate and analyse the Bank Rating every semester and provide advice and/or recommendation to the Board of Commissioners in order to maintain the Bank Soundness Rating.
10. Evaluate and analyse the package proposals of the Board of Directors for funding to related parties that must be approved by the Board of Commissioners.
11. Provide opinion and/or recommendation on lending above certain amount which requires consultation with the Board of Commissioners.
12. Carry out other duties and responsibilities directed by the Board of Commissioners.

Authority of The Risk Management Monitoring Committee

The authority of the Risk Management Monitoring Committee is as follows:

1. Obtain relevant information related to duties implementation from the Company’s internal and or external parties.
2. Obtain inputs or recommendations from external parties related to its duties.
3. Provide opinions and recommendations to the Board of Commissioners for the improvement of risk management in the Company;
4. Provide opinions and recommendations to the Board of Commissioners for the improvement of effectiveness of Risk Management Unit;
5. Provide opinions and recommendations to the Board of Commissioners for the improvement of Compliance Function implementation quality;
6. Provide opinions and recommendations to the Board of Commissioners for the improvement of Anti-Fraud Strategy implementation quality;
7. Provide opinions and recommendations to the Board of Commissioners for the improvement of Anti Money Laundering and Counter Terrorism Financing Programs implementation quality in the company;
8. Provide opinions and recommendations to the Board of Commissioners on risk management practices in the use of Information Technology; and
9. Provide opinions and recommendations to the Board of Commissioners in order to maintain and increase the Bank Soundness Rating.

Term of Office of the Risk Management Monitoring Committee

The term of office of members of the Risk Management Monitoring Committee may not be longer than the term of office of the Board of Commissioners as stipulated in the Company’s Articles of Association and may be re-elected only for the next 1 (one) period, without ruling out the possibility of being dismissed by the Board of Commissioners before the contract period ends.

Structure, Membership and Expertise of The Risk Management Monitoring Committee

The structure, membership and expertise of the Risk Management Monitoring Committee can be seen in the table below.

Period January 1, 2022 – April 4, 2022

Period April 5, 2022 - September 6, 2022

Period September 7, 2022 – December 31, 2022

The Integrated Governance Committee (IGC) is one of the committees that assists the Board of Commissioners and has the duties and responsibilities in evaluating and ensuring that the implementation of governance is in accordance with the principles of GCG in the Company’s financial conglomerates.

Legal Basis of Integrated Governance Committee

1. Regulation of the Minister of State-Owned Enterprises Number PER-01/MBU/2011 dated August 1, 2011 as amended Number PER-09/ MBU/2012 dated July 6, 2012 concerning the Implementation of Good Corporate Governance in State-Owned Enterprises basically required the Board of Commissioners to prepare a program or work plan and annual budget.
2. SOE Minister Regulation No. PER-12/MBU/2012 dated 24 August 2012 on the Board of Commissioners’ Supporting Organs/Supervisory Board of State-Owned Enterprises.
3. POJK No. 33/POJK.4/2014 dated 8 December 2014 on the Board of Directors and Board of Commissioners Issuers or Public Companies.
4. Financial Services Authority Regulation Number 17/ POJK.03/2014 concerning Implementation of Integrated Risk Management for Financial Conglomerates
5. POJK No.18/POJK.03/2014 on the Integrated Governance Practices for Financial Conglomerate
6. FSA Regulation Number 55/POJK.03/2016 dated December 7, 2016 concerning Implementation of Good Corporate Governance for Commercial Banks
7. FSA Circular Letter Number 014/SEOJK.03/2015 concerning Implementation of Integrated Risk Management for Financial Conglomerates.
8. FSA Circular Letter Number 15/SEOJK.03/2015 concerning Implementation of Integrated Governance for Financial Conglomerates.
9. FSA Circular Letter Number 13/SEOJK.03/2017 dated March 17, 2017 concerning the Implementation of Good Corporate Governance for Commercial Banks
10. Articles of Association of PT. BRI (Persero) Tbk. and other conditions

Integrated Governance Committee Charter

The Integrated Governance Committee has an Integrated Governance Committee Charter which was ratified in November 2018 and renewed based on Decree Number 3A-KOM/02/2022 dated 25 February 2022. The Integrated Governance Committee Charter was a reference for Integrated Governance in carrying out its duties effectively. The Integrated Governance Committee Charter was a work guideline and code of conduct for the Integrated Governance Committee in carrying out its duties to assist the Board of Commissioners in actively supervising the implementation of governance in accordance with GCG principles in the Company’s financial conglomerate.

Appointment and Termination

The Integrated Governance Committee was responsible to the Board of Commissioners. The Integrated Governance Committee was appointed and dismissed by the Board of Commissioners. The appointment of the Integrated Governance Committee was contained in the Decree of the Board of Commissioners of BRI NOKEP: 08-KOM/BRI/09/2022 dated September 06, 2022 concerning the Membership Composition of the Integrated Governance Committee of PT Bank Rakyat Indonesia (Persero) Tbk.

Duties and Responsibilities of Integrated Governance Committee

The Committee is tasked with assisting the Board of Commissioners in carrying out its supervisory duties with regard to:

1. Evaluate the implementation of integrated governance through an adequacy assessment of internal controls, compliance functions, and integrated risk management implementation;
2. Provide recommendation to the Main Entity’s Board of Commissioners to refine the Integrated Governance Guidelines if deemed necessary;
3. Provide strategic input to BRI’s Board of Commissioners to be submitted to the BRI’s Board of Directors related to the implementation of Integrated Governance.
4. Deliver the evaluation result of the Self Assessment Report each semester to the BRI’s Board of Directors.
5. Deliver the evaluation result of Integrated Governance Annual Report to the BRI’s Board of Directors.

Authority of Integrated Governance Committee

The Board of Commissioners grants authority to the Committee within the scope of the Committee’s responsibilities to:

1. Full access to the records, employees, funds, assets, and other resources comprehensively, freely, and unlimited related to the performance of duties;
2. Obtain advice or suggestions from professionals outside the Bank relating to the duties; and
3. Provide opinions and recommendations to the Board of Commissioners for the improvement of integrated internal control;
4. Provide opinions and recommendations to the Board of Commissioners for the implementation of integrated compliance function; and
5. Provide opinions and recommendations to the Board of Commissioners for the implementation of integrated risk management.

Integrated Governance Committee Term of Office

The term of office for members of the Integrated Governance Committee may not be longer than the term of office of the Board of Commissioners as stipulated in the Company’s Articles of Association and can be re-elected only for the next 1 (one) period, without ruling out the possibility of being dismissed by the Board of Commissioners before the contract period ends.

Governance Committee Structure, Membership and Expertise Integrated Manage

The Committee is under the coordination of main entity Board of Commissioners and structurally responsible to the Main Entity Board of Commissioners. The Committee is led by Independent Commissioner that serves as Chairman in one of BRI committees. To carry out daily tasks, the Committee could be assisted by the Staff and/or Secretary of the Integrated Governance Committee, who may come from the Bank’s internal and external circles.

Committee Memberships

1. Committee members consist of at least one Commissioner from each member of the BRI financial conglomerate, an independent party and a member of the Sharia Supervisory Board.
2. Members of the Committee shall at least consist of:
   1. An Independent Commissioner from the Main Entity as chairman concurrently a member;
   2. Independent Commissioner of each member of the BRI Financial Conglomerate as a member;
   3. An Independent Party who has expertise according to the needs of the Integrated Governance Committee;
   4. Member of the Sharia Supervisory Board of BRI Syariah as a member;
   5. The number and composition of Independent Commissioners who were members of the Integrated Governance Committee are adjusted to the needs of the Financial Conglomerate and the efficiency and effectiveness of the implementation of the duties of the Integrated Governance Committee by considering at least the representation of each financial services sector.
3. Each member of the Committee must be independent with the understanding:
   1. Does not receive compensation from the Company and its subsidiaries, or affiliates, except for wages, salaries, and other facilities received in connection with the tasks performed as a member of the Integrated Governance Committee.
   2. Has no family or business relationship with the Board of Directors and the Board of Commissioners;
   3. Does not have a concurrent position in the Company and other companies affiliated with the Bank; and
   4. Do not have duties, responsibilities, and authorities that cause conflicts of interest.
   5. The appointment and replacement of Committee members is determined at the Board of Commissioners’ Meeting, specifically for Committee members from Independent Parties, the following provisions apply:
      • Elected and determined by the Board of Commissioners through a recruitment and selection mechanism.
      • The term of service is determined in the Meeting of the Board of Commissioners, the term of the contract and the regulations of contract workers in force in the Company, without closing the possibility of being dismissed by the Board of Commissioners before the contract period ends.
      • Members of the Board of Directors are prohibited from being members of the Committee.

Composition of the Integrated Governance Committee for the period January 1, 2022 - March 14, 2022

Composition of the Integrated Governance Committee for the period March 15, 2022 - September 6, 2022

Composition of the Integrated Governance Committee for the period September 6 2022 - December 31 2022