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Governance Assessment
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Corporate Governance - Governance Assessment
Overseeing the Culture and Digital Transformation that have been carried out since 2021, BRI further strengthens the role of Governance as the basis for developing and implementing the company’s business through increasing employee awareness, improving systems, and updating policies. Enhanced implementation of BRI’s Good Corporate Governance has received recognition from various parties so that BRI is ranked as the Most Trusted Company in Corporate Governance Perception Index from The Indonesian Institute for Corporate Governance.
| Part | Item | Practice | Source Information |
|---|---|---|---|
| A.1 | Basic Shareholder Rights | ||
| A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. |
Interim Dividend: Bank BRI didn't distribute interim dividend. Script dividend: Bank BRI didn't distribute script dividend. Final dividend: AGMS date = 25 March 2021 Dividend payment date = 28 April 2021 AGMS date = 22 March 2022 Dividend payment date = 2 April 2022 |
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| A.2 | Right to participate in decisions concerning fundamental corporate changes. | ||
| A.2.1 | Amendments to the company's constitution? |
Bank BRI shareholders have the right to participate in the amendments to the company's constitution. There are conditions set where amendment of the Articles of Association:
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The information is mentioned in:
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| A.2.2 | The authorization of additional shares? |
Shareholders have the right to participate in the authorization of additional shares. Shares that are still in deposits will be issued by the Board of Directors according to the Company's capital requirements at the time and in the manner and price and conditions set by the Meeting of the Board of Directors with the approval of GMS. |
Articles of Association, Article 4 Section 4 & 5 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=28 |
| A.2.3 | The transfer of all or substantially all assets, which in effect results in the sale of the company? | Shareholders have the right to participate in the transfer of all or substantially all assets, which in effect results in the sale of the company. The Board of Directors shall request approval of the GMS to transfer the company's assets. |
The information is mentioned in: Articles of Association, Article 12 Section 10 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=75 |
| A.3 | Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. | ||
| A.3.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? | Shareholders have the opportunity to approve remuneration or any increases in remuneration for the non-executive directors / commissioners. |
The information is mentioned in:
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| A.3.2 | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
Procedure for election of members of Board of Directors/Board of Commissioners shall comply with Regulation of the Minister of State-Owned Enterprise No. No.PER-04/MBU/2009 dated November 16, 2009 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise the latest amendments which of those regulations are as follows:
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| A.3.3 | Does the company allow shareholders to elect directors/commissioners individually? | Members of the Board of Directors are appointed and dismissed by the GMS. This provision shall also apply to the GMS held in order to revoke or strengthen the decision of temporary dismissal of members of the Board of Directors. |
The information is mentioned in: AGMS 2022
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| A.3.4 | Does the company disclose the voting procedures used before the start of meeting? | Bank BRI disclosed the voting procedures used at GMS in company website |
The information is mentioned in: AGMS 2022 Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf AGMS 2021 Summary of Minutes of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Summary-Meeting.pdf EGMS 2021
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| A.3.5 | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? | The questions raised by shareholders and answers given were recorded in Summary of Minutes of 2022 AGMS |
Summary of Minutes of 2022 AGMS and Questions and Answers Session of 2022 AGMS The information is mentioned in: Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf |
| A.3.6 | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? | Voting results including approving, dissenting, and abstaining votes for all resolutions / each agenda item for the 2022 AGMS. |
The information is mentioned in: Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf |
| A.3.7 | Does the company disclose the list of board members who attended the most recent AGM? | BRI disclosed Board of Directors and Board of Commissioners who attended the 2022 AGMS in Summary of Minutes of 2022 AGMS |
The information is mentioned in: Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf |
| A.3.8 | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? | Bank BRI disclose the list of Board of Directors and Board of Commissioners who attended the 2022 AGMS. |
The information is mentioned in: Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf |
| A.3.9 | Does the company allow voting in absentia? | The attendance of a shareholder in the GMS can be represented by other shareholders or by a third party authorized by a letter of attorney. Members of the Board of Directors, Board of Commissioners, secretary of the Board of Commissioners, and the Bank's employees can represent a shareholder in the GMS however shall not cast a vote on behalf of the shareholders. |
Articles of Association, Article 25 Section 9, 12, 13 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=150 |
| A.3.10 | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
Bank BRI vote by poll for all resolutions at the AGMS. Voting mechanism in GMS:
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The information is mentioned in: Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf |
| A.3.11 | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? | Bank BRI used independent party to count and/or validate the votes at the 2022 AGMS. |
The information is mentioned in: Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf |
| A.3.12 | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
AGMS: BRI made publicly available the result of the votes taken for all resolutions in AGMS by the next working day.
EGMS 2021: BRI made publicly available the result of the votes taken for all resolutions during the 2021 EGMS by the next working day.
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The information is mentioned in:
AGMS 2022 Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf AGMS 2021 Summary of Minutes of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Summary-Meeting.pdf EGMS 2021
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| A.3.13 | Does the company provide at least 21 days notice for all AGMs and EGMs? |
List Of AGMS and EGMS Date AGMS
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The information is mentioned in: AGMS 2022 Notice of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Invitation-AGMS.pdf AGMS 2021 Notice of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Pemanggilan-RUPST-2021.pdf EGMS 2021
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| A.3.14 | Does the company provide the rationale and explanation for each agenda item which require shareholders' approval in the notice of AGM/circulars and/or the accompanying statement? | The rationale and explanation for each agenda item which require shareholders' approval in the notice of AGM |
The information is mentioned in:
AGMS 2022
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| A.3.15 | Does the company give the opportunity for shareholder to place item/s on the agenda of AGM? |
Shareholders may propose the agenda of the Meeting in writing to the Board of Directors no later than 7 (seven) days prior to the call of the GMS. Shareholders who may propose the agenda of the Meeting as referred to in letter a are:
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Articles of Association, Article 23 Section 6 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=126 |
| A.4 | Markets for corporate control should be allowed to function in an efficient and transparent manner. | ||
| A.4.1 | In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? | Bank BRI has disclosed information related to Investment, Expansion, Divestment, Acquisition and/or Restructuring of Debt/Capital in the Annual Report of Bank BRI, stated that the engagement of third party's services to asses fairness of Investment, Acquisition, Divestment and Restructuring transactions made subject to the capital market applicable provisions. |
Annual Report BRI 2021, Page 376 - 379 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=378 |
| A.5 | The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | ||
| A.5.1 | Does the company disclose its practices to encourage shareholders to engage with the company beyond AGM? | Bank BRI discloses its practices to encourage shareholders to engage with the company beyond AGM. Communication to shareholders is carried out by Investor Relation BRI. |
Annual Report 2021 page 468 & 705-710 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=470 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=707 |
| Part | Item | Practice | Source Information |
|---|---|---|---|
| B.1 | Shares and voting rights | ||
| B.1.1 | Do the company's ordinary or common shares have one vote for one share? | Shareholders of Series A Dwiwarna and shareholders of Series B have the same rights and each 1 (one) gives 1 (one) vote. |
The information is mentioned in:
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| B.1.2 | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? |
Bank BRI has published the voting rights to each class of shares. Following the initial public offering, BRI issued two types of shares: Golden Shares Series A and Ordinary Shares Series B. |
The information is mentioned in:
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| B.2 | Notice of AGM | ||
| B.2.1 | Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? | Each resolution in 2022 AGMS only deals with only one item and there is no bundling of several items into the same resolution. |
The information is mentioned in: AGMS 2022 Notice of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Invitation-AGMS.pdf AGMS 2021 Notice of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Pemanggilan-RUPST-2021.pdf EGMS 2021
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| B.2.2 | Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? | Notice of 2022 AGMS is fully translated into English and published on the same date as the local-language version. |
The information is mentioned in: AGMS 2022 Notice of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Invitation-AGMS.pdf AGMS 2021 Notice of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Pemanggilan-RUPST-2021.pdf EGMS 2021
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| Does the notice of AGM/circulars have the following details: | |||
| B.2.3 | Are the profiles of directors/commissioners (at least age, academic qualification, date of appointment, experience, and directorships in other listed companies) in seeking election/re-election included? | Profile of prospective member of Board of Commissioners and Board of Directors shall be presented during performance to AGMS. |
The information is mentioned in: AGMS 2022 Notice of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Invitation-AGMS.pdf AGMS 2021 Notice of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Pemanggilan-RUPST-2021.pdf EGMS 2021
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| B.2.4 | Are the auditors seeking appointment/re-appointment clearly identified? | Public Accounting Firm shall be presented during performance to AGMS. |
The information is mentioned in: AGMS 2022 2022 AGMS Meeting Material https://www.ir-bri.com/misc/NL/2022/AGMS-Meeting-Material.pdf AGMS 2021 2021 AGMS Meeting Material https://www.ir-bri.com/misc/NL/2021/Meeting-Materials-AGMS-2021.pdf EGMS 2021
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| B.2.5 | Were the proxy documents made easily available? | Proxy Forms could be downloaded on the Company's website and were available during office hours at the Share Registrar's Office ("BAE") i.e PT. Datindo Entrycom, at Jl. Hayam Wuruk No.28, Jakarta, Contact: (021) 3508077 |
The information is mentioned in: AGMS 2022 Notice of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Invitation-AGMS.pdf AGMS 2021 Notice of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Pemanggilan-RUPST-2021.pdf EGMS 2021
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| B.3 | Insider trading and abusive self-dealing should be prohibited. | ||
| B.3.1 | Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? | Bank BRI has a policy that regulates insider trading activities for all BRI employees, as mention in Conflict of Interest Policy |
Annual Report BRI 2021, Page 722-723, 736 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=724 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=738 |
| B.3.2 | Are the directors / commissioners required to report their dealings in company shares within 3 business days? | There are disclosures regarding the requirement for directors / commissioners to report their dealings in company shares within 3 business days. |
Annual Report BRI 2021, page 463-466 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=465 |
| B.4 | Related party transactions by directors and key executives. | ||
| B.4.1 | Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest? | Bank BRI has a policy that requires Director or Commissioner to disclose their interest in transactions and any other conflicts of interest |
Annual Report BRI 2021, Page 491 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=493 Annual Report BRI 2021, page 519 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=521 |
| B.4.2 | Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? | Bank BRI has a policy that requires Risk Management Oversight Committee to review provision of funds to related party. |
Annual Report BRI 2021, Page 406-408, 565-566, 579 & 582 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=408 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=567 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=581 |
| B.4.3 | Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? | Bank BRI has a policy that requires board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted. |
The information is mentioned in:
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| B.4.4 | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? | Bank BRI has credit provision policy for member of BOD and BOC |
Annual Report BRI 2021, Page 407 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=409 |
| B.5 | Protecting minority shareholders from abusive actions | ||
| B.5.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? | Bank BRI disclose that transactions with related parties (Related Party Transaction) in 2021 has been conducted in a fair, normal commercial terms and arm length basis |
Annual Report BRI 2021, Page 410 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=412 |
| B.5.2 | In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? | Related Party Transaction review by Risk Management Oversight Committee and required approval Board of Commissioners |
The information is mentioned in:
AGMS 2022 Summary of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Summary-Meeting.pdf AGMS 2021 Summary of Minutes of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Summary-Meeting.pdf EGMS 2021
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| Part | Item | Practice | Source Information |
|---|---|---|---|
| C.1 | The rights of stakeholders that are established by law or through mutual agreements are to be respected. | ||
| C.1.1 | The existence and scope of the company's efforts to address customers' welfare? | Bank BRI has policies and practices regarding the company efforts to address customer's welfare |
Information mentioned in:
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| C.1.2 | Supplier/contractor selection procedures? | The Policy of Fixed Assets and Logistics Management (KEMAL) are a guideline in the procurement process of goods and services to support the Bank's operations in accordance with the quality, quantity, and timing established at the best price by taking into account the GCG principles. |
Information mentioned in:
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| C.1.3 | The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | Bank BRI has policies and practices regarding the company efforts to ensure its value chain are environmentally friendly. |
Information mentioned in:
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| C.1.4 | The company's efforts to interact with the communities in which they operate? | Bank BRI has policy and practices regarding the company efforts to interact with the communities. |
Information mentioned in:
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| C.1.5 | The company's anti-corruption programmes and procedures? | Bank BRI discloses the policies and practices regarding anti corruption programmes and procedures. |
Information mentioned in:
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| C.1.6 | How creditors' rights are safeguarded? | Bank BRI has concluded policies and practices to ensure creditors' rights are safeguarded |
Information mentioned in:
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| C.1.7 | Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? | Bank BRI has a separate Corporate Social Responsibility section that discusses its efforts on environment, economy, and social issues. |
Sustainability Report https://www.ir-bri.com/misc/SR/SR-2021-EN.pdf |
| C.2 | Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | ||
| C.2.1 | Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? |
Bank BRI provide contact details which stakeholders can use to voice their concerns and/or complaints for possible violation of their rights. Stakeholder can use to voice their concerns and/or complaints via BRI website (Customer Care or Sabrina). |
Information mentioned in:
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| C.3 | Mechanisms for employee participation should be permitted to develop. | ||
| C.3.1 | Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? | Bank BRI has policies and practices regarding health, safety and welfare for its employees. |
Information mentioned in:
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| C.3.2 | Does the company explicitly disclose the policies and practices on training and development programmes for its employees? | Bank BRI has policies and practices on training and development programmes for its employees. |
Information mentioned in:
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| C.3.3 | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? | Bank BRI has policies regarding reward/ compensation based on performance |
Annual Report BRI 2021, page 424 & 667 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=426 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=669 |
| C.4 | Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this. | ||
| C.4.1 | Does the company have a whistleblowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behavior and provide contact details via the company's website or annual report |
BRI has WBS Policy in accordance with Letter of BOD of BRI No.SE.65-DIR/KEP/10/2021 WBS reporting form is available on the company website |
Information mentioned in:
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| C.4.2 | Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behavior from retaliation? | Bank BRI has policy to protect whistleblower. |
Information mentioned in:
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| Part | Item | Practice | Source Information |
|---|---|---|---|
| D.1 | Transparent ownership structure | ||
| D.1.1 | Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? | Bank BRI revealed the identity of all beneficial owner holding more than 5% of issued shares. |
The information is mentioned in:
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| D.1.2 | Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? | Bank BRI has disclosed the shareholdings of major and/or substantial shareholders. |
The information is mentioned in:
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| D.1.3 | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? | Bank BRI has disclosed the Board of Commissioners' and Board of Directors' shareholding |
The information is mentioned in:
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| D.1.4 | Does the company disclose the direct and indirect (deemed) shareholdings of senior management? | Bank BRI has disclosed senior management shareholding |
Website BRI
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| D.1.5 | Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? | Bank BRI discloses its subsidiaries and/or associates along with the ownership percentage. |
The information is mentioned in:
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| D.2 | Quality of Annual Report | ||
| Does the company's annual report disclose the following items: | |||
| D.2.1 | Corporate objectives | Bank BRI has disclosed its strategic plan, long-term plan, medium-term plan, and short-term plan. |
Annual Report BRI 2021, Page 56-63 & 212-214 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=58 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=214 |
| D.2.2 | Financial performance indicators | Bank BRI disclosed several financial performance indicators in its annual report, such as Capital Adequacy Ratio (CAR), Non-Performing Loan (NPL), Return on Asset (ROA), and Return on Equity (ROE), Net Interest Margin (NIM), and Loan to Deposit Ratio (LDR). |
Annual Report BRI 2021, Page 30-37 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=32 |
| D.2.3 | Non-financial performance indicators | Bank BRI disclosed several non-financial performance indicators in its annual report 2021, such as market share and customer satisfaction. |
Annual Report 2021 page 61-62, 219 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=63 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=221 |
| D.2.4 | Dividend policy | Bank BRI has dividend policy. | Annual Report BRI 2021, Page 386 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=388 |
| D.2.5 | Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners | Biographical details of each directors and commissioners BRI disclosed in Annual Report. |
Annual Report BRI 2021, Page 116-131 & 134-144 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=118 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=136 |
| D.2.6 | Attendance details of each director/commissioner in all directors/commissioners meetings held during the year | Attendance details of each director / commissioner in all directors/commissioners meetings held during 2021 |
Annual Report BRI 2021, Page 521-529 & 498 - 502 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=523 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=500 |
| D.2.7 | Total remuneration of each member of the board of directors/commissioners | Remuneration of Directors and Commissioners 2021 |
Annual Report BRI 2021, Page 661-665 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=663 |
| Corporate Governance Confirmation Statement | |||
| D.2.8 | Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? | Bank BRI has disclosed a statement confirming the company's compliance with the code of corporate governance. |
Annual Report BRI 2021, Page 731-743 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=733 |
| D.3 | Disclosure of related party transactions (RPT) | ||
| D.3.1 | Does the company disclose its policy covering the review and approval of material RPTs? | Bank BRI discloses policy covering the review and approval of RPT. |
Annual Report BRI 2021, page 565-567 & 395-397 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=567 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=397 |
| D.3.2 | Does the company disclose the name, relationship, nature and value for each material RPTs? | Bank BRI has disclosed the name, relationship, nature, and value for Related Party Transactions. |
Annual Report BRI 2021,page 1059-1067 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=1061 |
| D.4 | Directors and commissioners dealings in shares of the company | ||
| D.4.1 | Does the company disclose trading in the company's shares by insiders? | Bank BRI has disclosed the share ownership of Directors and Commissioner in tabular form showing ownership at the beginning and end of year. |
Annual Report 2021, Page 166-167 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=168 |
| D.5 | External auditor and Auditor Report | ||
| Where the same audit firm is engaged for both audit and non-audit services | |||
| D.5.1 | Are the audit and non-audit fees disclosed? | Audit fee and non-audit fee are disclosed. |
Annual Report 2021, Page 668 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=670 |
| D.5.2 | Does the non-audit fee exceed the audit fees? | Non-audit fee does not exceed the audit fee. |
Annual Report 2021, Page 668 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=670 |
| D.6 | Medium of communications | ||
| Does the company use the following modes of communication? | |||
| D.6.1 | Quarterly reporting | Bank BRI published quarterly report which can be downloaded from the company's website |
BRI Website https://www.ir-bri.com/financials.html |
| D.6.2 | Company website | Bank BRI uses Company Website as medium of communication. | https://bri.co.id/en/home related to https://www.ir-bri.com/ |
| D.6.3 | Analyst's briefing | Bank BRI did analysis briefing during 2021. |
The information is mentioned in:
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| D.6.4 | Media briefings /press conferences | Bank BRI did media briefings/press conference during 2021 |
The information is mentioned in:
|
| D.7 | Timely filing / release of annual / financial reports | ||
| D.7.1 | Are the audited annual financial report / statement released within 120 days from the financial year end? | Audited annual financial statement was released on 04 February 2022. time: 22:38:36 |
Indonesia Stock Exchange Website https://www.idx.co.id/perusahaan-tercatat/laporan-keuangan-dan-tahunan/ |
| D.7.2 | Is the annual report released within 120 days from the financial year end? | Annual Report was released on 21 February 2022. time: 22:51:48 |
Indonesia Stock Exchange Website https://www.idx.co.id/berita/pengumuman/ |
| D.7.3 | Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? | The true and fairness representation of the annual financial statement is affirmed by Mr. Sunarso as President Director and Mrs. Viviana Dyah Ayu R.K (Director of Finance). |
Financial Report 2021, Page 2 https://www.ir-bri.com/misc/QR/2021/FY-2021-Audited.pdf#page=2 |
| D.8 | Company website | ||
| Does the company have a website disclosing up-to-date information on the following: | |||
| D.8.1 | Financial statements/reports (latest quarterly) | Company website provide up-to-date financial statements. |
BRI Website https://www.ir-bri.com/financials.html |
| D.8.2 | Materials provided in briefings to analysts and media | Company website provide up-to-date analyst and media briefings materials. |
BRI Website https://www.ir-bri.com/slides.html |
| D.8.3 | Downloadable annual report | Annual report FY 2021 can be downloaded through the company website. |
BRI Website https://www.ir-bri.com/ar.html https://bri.co.id/en/report |
| D.8.4 | Notice of AGM and/or EGM | Company website provide up-to-date notice of AGM and/or EGM |
BRI Website https://www.ir-bri.com/general_meeting_of_shareholders.html |
| D.8.5 | Minutes of AGM and/or EGM | Company website provide up-to-date minutes of AGM and/or EGM |
BRI Website https://www.ir-bri.com/general_meeting_of_shareholders.html |
| D.8.6 | Company's constitution (company's by-laws, memorandum and articles of association) | Article of Association can be downloaded through company website. |
BRI Website https://www.ir-bri.com/misc/Articles_of_Association.pdf |
| D.9 | Investor relations | ||
| D.9.1 | Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? | Bank BRI disclosed the contact details of the officer / office responsible for investor relations on its company website and annual report. |
The information is mentioned in:
|
| Part | Item | Practice | Source Information |
|---|---|---|---|
| E.1 | Board Duties and Responsibilities | ||
| Clearly defined board responsibilities and corporate governance policy | |||
| E.1.1 | Does the company disclose its corporate governance policy / board charter? | Bank BRI discloses its summary of Board of Commissioners and Board of Directors Charter in the Annual Report. |
The information is mentioned in:
|
| E.1.2 | Are the types of decisions requiring board of directors/commissioners' approval disclosed? | Bank BRI discloses type of decisions requiring BOC's approval. |
The information is mentioned in:
|
| E.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated? | Duties, Authorities and Obligations of the Board of Directors and Board of Commissioners are clearly stated in Articles of Association and Annual Report. |
The information is mentioned in:
|
| Corporate Vision/Mission | |||
| E.1.4 | Does the company have an updated vision and mission statement? | Bank BRI disclosed its updated vision and mission in the annual report. |
Annual Report FY 2021, Page 96 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=98 |
| E.1.5 | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? | The Board of Directors shall prepare in time the Company's long-term plan, work plan and annual budget of the company and other work plans and changes to be submitted to the board of commissioners and approved by the board of commissioners. |
The information is mentioned in:
|
| E.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? | BOD and BOC have a process to review, monitor and oversee the implementation of corporate strategy. |
Annual Report FY 2021, Page 212-214, 500 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=214 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=502 |
| E.2 | Board structure | ||
| Code of Ethics or Conduct | |||
| E.2.1 | Are the details of the code of ethics or conduct disclosed? | Bank BRI discloses the code of conduct in Annual Report and company website |
The information is mentioned in:
|
| E.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code/s? | The code of conduct applies to all bank employees including BOD and BOC throughout the Bank's organization. |
|
| E.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | Bank BRI have a process to implement the code of conduct. |
|
| Board Structure & Composition | |||
| E.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? | Independent commissioners consist of 60% of the total commissioners. Total Independent Commissioners are 7 of 11 of the total Commissioners |
Annual Report FY 2021 Page 720 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=722 |
| E.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years each for its independent directors/ commissioners? | The term of office for commissioners is 5 years and one may be reappointed for one additional term. |
Articles of Association, Article 14 Section 14 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=92 |
| E.2.6 | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? | According to Bank BRI Articles of Association, a member of the Board of Commissioners is prohibited from holding multiple positions as:
|
The information is mentioned in:
|
| E.2.7 | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? | All of directors do not have any directorship in other companies |
Annual Report FY 2021, Page 518 & 116-131 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=520 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=118 |
| Nominating Committee | |||
| E.2.8 | Does the company have a Nominating Committee? | Bank BRI has a Nomination and Remuneration Committee. |
Annual Report FY 2021, Page 552 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=554 |
| E.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? | Independent Commissioners composition in the Nomination and Remuneration Committee |
Annual Report FY 2021, Page 554 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=556 |
| E.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? | The chairman of the Nomination and Remuneration Committee is independent commissioner. |
Annual Report FY 2021, Page 554 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=556 |
| E.2.11 | Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? | The company disclosed the duties and responsibilities of the Nomination and Remuneration Committee in its Annual Report and Company Website |
Annual Report FY 2021, Page 552-553 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=554 |
| E.2.12 | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | BRI disclosed the meeting attendance of its nominating committee in Annual Report 2021 |
Annual Report FY 2021, Page 558-561 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=560 |
| Remuneration Committee/ Compensation Committee | |||
| E.2.13 | Does the company have a Remuneration Committee? | Bank BRI has a Nomination and Remuneration Committee. |
Annual Report FY 2021, Page 552 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=554 |
| E.2.14 | Is the Remuneration Committee comprised of a majority of independent directors/commissioners? | Nomination and Remuneration Committee comprised of a majority of independent commissioners |
Annual Report FY 2021, Page 554 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=556 |
| E.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | The chairman of the Nomination and Remuneration Committee is independent commissioner |
Annual Report FY 2021, Page 554 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=556 |
| E.2.16 | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? | Duties and responsibilities of the Nomination and Remuneration Committee in its Annual Report and Company Website |
Annual Report FY 2021, Page 552-553 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=555 |
| E.2.17 | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | Meeting attendance of Nominating and Remuneration Committee in Annual Report BRI 2021. |
Annual Report FY 2021, Page 558-561 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=560 |
| Audit Committee | |||
| E.2.18 | Does the company have an Audit Committee? | Bank BRI has an Audit Committee. |
Annual Report FY 2021, Page 536-537 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=538 |
| E.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | Audit Committee comprised of a majority of independent commissioners |
Annual Report FY 2021, Page 539 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=541 |
| E.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? | The chairman of the Audit Committee is an independent commissioner. |
Annual Report FY 2021, Page 539 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=541 |
| E.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | Duties and responsibilities of the Audit Committee in its Annual Report and Company Website |
Annual Report FY 2021, Page 536-539 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=538 |
| E.2.22 | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? | Independent Commissioners skill and experience stated in Annual Report BRI |
Annual Report FY 2021, Page 135-143 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=137 |
| E.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? | Meeting attendance of Audit Committee in Annual Report BRI 2021 |
Annual Report FY 2021, page 545-547 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=547 |
| E.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | Bank BRI have govern the Audit Committee's responsibility to provide recommendation on appointment and removal of the external auditor |
Annual Report FY 2021, Page 537 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=539 |
| E.3 | Board Processes | ||
| Board meetings and attendance | |||
| E.3.1 | Are the board of directors meeting scheduled before the start of financial year? | Board of Directors and Board of Commissioners meeting are scheduled before the start of financial year. |
|
| E.3.2 | Does the board of directors/commissioners meet at least six times during the year? | BOC and BOD meeting in 2021 stated in Annual Report BRI 2021 |
Annual Report FY 2021, Page 521-529, 496-500 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=523 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=498 |
| E.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? | BOC and BOC meeting attendance is more than 75% in 2021 |
Annual Report FY 2021, Page 521-529, 496-500 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=523 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=498 |
| E.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | Minimum quorum for board decision is 1/2. |
Annual Report 2021, Page 494-495, 519-520 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=521 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=496 |
| E.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? | Separate Board of Commissioners meetings stated in Annual Report 2021 |
Annual Report 2021, Page 497-500 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=499 |
| Access to information | |||
| E.3.6 | Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? | Material for the Board of Commissioners and Board of Directors Meeting shall be distributed to all meeting participants at the latest of 5 (five) business days prior to the meeting |
Annual Report 2021, Page 494-495, 519-520 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=496 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=521 |
| E.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | The company secretary play a significant role in supporting the board in discharging its responsibilities |
Annual Report 2021, Page 612-614 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=614 |
| E.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | The company secretary has kept abreast on relevant developments in 2021 |
Annual Report 2021, Page 615-616 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=617 |
| Board Appointments and Re-Election | |||
| E.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? | Bank BRI discloses the criteria for appointment and dismissal of the Board of Commissioners and the Board of Directors |
|
| E.3.10 | Did the company describe the process followed in appointing new directors/commissioners? | The process for appointing Board of Commissioners and Board of Directors are disclosed in Annual Report. |
Annual Report 2021, Page 658-659, 689, 515 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=660 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=691 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=517 |
| E.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? | Board of Commissioners and Board of Directors are subject to re-election in every 5 years. |
Articles of Association, Article 14 Section 14, Article 11 Section 12 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=92 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=56 |
| Remuneration Matters | |||
| E.3.12 | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? | Bank BRI disclosed its policy of remuneration for directors and commissioners. |
Annual Report FY 2021, Page 661-667 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=663 |
| E.3.13 | Is there disclosure of the fee structure for non-executive directors/commissioners? | Bank BRI disclosed of remuneration structure for commissioners. |
Annual Report FY 2021, Page 661-667 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=663 |
| E.3.14 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? | The shareholders or the Board of Commissioners approve the remuneration of directors. |
Annual Report FY 2021, Page 661-667, 470 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=663 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=472 |
| E.3.15 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses? | Bank BRI have measurable standards to align the performance-based remuneration of the executive directors and senior executive with long-term interests of the company |
Annual Report FY 2021, Page 661-667, 664-665 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=663 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=666 |
| Internal Audit | |||
| E.3.16 | Does the company have a separate internal audit function? | The company has a separate internal audit function and it is called Internal Audit Unit (IAU). |
Annual Report FY 2021, Page 620 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=622 |
| E.3.17 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | The head of internal audit is identified (Hari Siaga Amijarso) |
Annual Report FY 2021, Page 620 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=622 |
| E.3.18 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | Audit Committee is responsible for providing opinions and advice to the Board of Commissioners for consideration in approving the appointment and dismissal of the Chairman of the Internal Audit Unit. |
Annual Report FY 2021, Page 619 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=621 |
| Risk Oversight | |||
| E.3.19 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | Bank BRI establish a sound internal control procedures/risk management framework |
Annual Report FY 2021, Page 619, 620, 673-674, 693, 695 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=621 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=622 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=675 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=695 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=697 |
| E.3.20 | Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? | Bank BRI disclosed that the review of material/key controls and risk management system has been conducted during 2021 by the BOD and BOC. |
Annual Report FY 2021, Page 695 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=697 |
| E.3.21 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | Bank BRI disclosed its risk exposure and how the company implements risk management to reduce exposure. |
Annual Report FY 2021, Page 681-689 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=683 |
| E.3.22 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? | Board of Commissioners and Board of Directors regarding the adequacy of BRI Internal Control. |
Annual Report FY 2021, Page 695 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=697 |
| E.4 | People on the Board | ||
| Board Chairman | |||
| E.4.1 | Do different persons assume the roles of chairman and CEO? | The Chairman position is held by Mr.Kartika Wirjoatmojo (Independent Commissioner), while the CEO position is held by Mr. Sunarso. |
Annual Report FY 2021, Page 116, 134 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=118 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=136 |
| E.4.2 | Is the chairman an independent director/commissioner? | The Chairman position is held by Mr.Kartika Wirjoatmojo |
Annual Report FY 2021, Page 134 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=136 |
| E.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | All of commissioners and directors were not CEO of the company for the past 2 years. |
Annual Report FY 2021, Page 134-144 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=136 |
| E.4.4 | Are the roles and responsibilities of the chairman disclosed? | Roles of chairman is disclosed |
Annual Report FY 2021, Page 487 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=489 |
| Lead Independent Director | |||
| E.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | The Chairman position is held by Mr.Kartika Wirjoatmojo |
Annual Report FY 2021, Page 489-490 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=491 |
| Skills and Competencies | |||
| E.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? | Stated in Annual Report 2021 |
Annual Report FY 2021, Page 116-131 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=118 |
| E.5 | Board Performance | ||
| Directors Development | |||
| E.5.1 | Does the company have orientation programmes for new directors/commissioners? | Bank BRI has orientation programmes for new directors/commissioners. |
Annual Report FY 2021, Page 502-503, 530-531 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=504 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=532 |
| E.5.2 | Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? | BOC & BOD members participate in any training in 2021 |
Annual Report FY 2021, Page 529-530, 501-502 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=531 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=503 |
| CEO/Executive Management Appointments and Performance | |||
| E.5.3 | Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? | Bank BRI discloses the succession planning for Director. |
Annual Report FY 2021, Page 658-659 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=660 |
| E.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | Bank BRI conduct an annual performance assessment of the President Director. |
Annual Report FY 2021, Page 531-532 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=533 |
| Board Appraisal | |||
| E.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? | Bank BRI conduct performance assessment for Board of Commissioners and Board of Directors based on the specified criteria and disclose the process in the annual report. |
Annual Report FY 2021, Page 531-533 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=533 |
| Director Appraisal | |||
| E.5.6 | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? | Bank BRI has disclosed the criteria used in performance assessment for Board of Directors and Board of Commissioners in the Annual Report of Bank BRI FY 2021. |
Annual Report FY 2021, Page 531-533 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=533 |
| Committee Appraisal | |||
| E.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | Bank BRI conducts an annual performance assessment of the board committees. |
Annual Report FY 2021, Page 81-82,512-513, 65-66, 533-534, 548-549, 563, 579-580, 608-609 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=83 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=514 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=67 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=535 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=550 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=565 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=581 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=610 |
| Part | Item | Practice | Source Information |
|---|---|---|---|
| (B)A.1.1 | Does the company practice secure electronic voting in absentia at the general meetings of shareholders? | Voting is performed by vote cards and electronic counting. |
Annual Report FY 2021, Page 731 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=733 |
| (B)B. | Equitable treatment of shareholders | ||
| (B)B.1 | Notice of AGM | ||
| (B)B.1.1 | Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? |
2022 AGMS Notice Date = February 7 2022 2021 AGMS Notice Date = March 3 2021 2022 AGMS Date = March 1 2022 2021 AGMS Date = March 25 2021 |
AGMS 2022 Notice of Minutes of 2022 AGMS https://www.ir-bri.com/misc/NL/2022/Invitation-AGMS.pdf AGMS 2021 Notice of 2021 AGMS https://www.ir-bri.com/misc/NL/2021/Pemanggilan-RUPST-2021.pdf |
| (B)C. | Roles of Stakeholders | ||
| (B)C.1 | The rights of stakeholders that are established by law or through mutual agreements are to be respected | ||
| (B)C.1.1 | Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? | Bank BRI adopt several references including GRI. |
Sustainability Report 2021 page 32-38 https://www.ir-bri.com/misc/SR/SR-2021-EN.pdf#page=32 |
| (B)D. | Disclosure and transparency | ||
| (B)D.1 | Quality of Annual Report | ||
| D.1.1 | Are the audited annual financial report /statement released within 60 days from the financial year end? | Audited annual financial report of the 2021 AGMS was released on 4 Februari 2022. |
BRI Website https://www.ir-bri.com/financials.html/year/2021 |
| (B)D.1.2 | Does the company disclose details of remuneration of the CEO? | Bank BRI disclosed remuneration for the board of directors |
Annual Report FY 2021, Page 663-664 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=665 |
| (B)E. | Responsibilities of the Board | ||
| (B)E.1 | Board Competencies and Diversity | ||
| (B)E.1.1 | Does the company have at least one female independent director/commissioner? | There are two female independent commissioner in company, which is Mrs. Rofikoh Rokhim and Dwi Ria Latifa |
Annual Report FY 2021, Page 134-144 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=136 |
| (B)E.1.2 | Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? | Bank BRI has Diversity Policy of the BOC and BOD. Company defines diversity as combination of characteristics that may be reflected in the determination of the skills, knowledge, and experience required. |
Annual Report FY 2021, Page 719-721 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=721 |
| (B)E.2 | Board Structure | ||
| (B)E.2.1 | Is the Nominating Committee comprise entirely of independent directors/commissioners? | Nominating Committee Members' Composition majority independent commissioners |
Annual Report FY 2021, Page 554 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=556 |
| (B)E.2.2 | Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? | The Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions |
Annual Report FY 2021, Page 658-660, 488-489, 514-515 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=660 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=490 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=516 |
| (B)E.3 | Board Appointments and Re-Election | ||
| (B)E.3.1 | Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? | Bank BRI discloses the policy to use professional search firms when searching for candidates to the board of directors/ commissioners. |
Annual Report FY 2021, Page 658-659 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=660 |
| (B)E.4 | Board Structure & Composition | ||
| (B)E.4.1 | Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman? | BOC Composition is stated in Annual Report |
Annual Report FY 2021, Page 134,492 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=136 |
| (B)E.5 | Risk Oversight | ||
| (B)E.5.1 | Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board? | Bank BRI discloses its IT Governance Framework in Annual Report. |
Annual Report FY 2021, Page 437-439,440-444,645 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=439 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=442 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=647 |
| (B)E.6 | Board Performance | ||
| (B)E.6.1 | Does the company have a separate board level Risk Committee? | Bank BRI has a separate risk committee named Risk Management Oversight Committee. |
Annual Report FY 2021, Page 565-566 https://www.ir-bri.com/misc/AR/Final-AR-BRI-2021-English-Version-R.pdf#page=567 |
