Duties and Responsibilities of BRI’s Integrated Governance Organs Based on OJK Regulation No.18/POJK.03/2014 dated November 18, 2014 concerning the Implementation of Integrated Governance for Financial Conglomerates and referring to the General Policy on Integrated Governance for the BRI Financial Conglomerate, all Integrated Governance organs in the Main Entity and Financial Services Institutions Members of the Financial Conglomerate has duties and responsibilities related to the implementation of Integrated Governance, namely as follows: Main Entity Board of Commissioners In implementing Integrated Governance, BRI’s Board of Commissioners has duties and responsibilities, including: 1. Oversee the implementation of Integrated Governance among Financial Services Institutions Members of the BRI Financial Conglomerate so that it is in line with the Main Entity Risk Management policy. 2. Supervise the implementation of Integrated Governance in all BRI financial conglomerate Financial Services Institutions in accordance with the General Policy on Integrated Governance and its derivative policies. 3. Supervise the implementation of the duties and responsibilities of the Main Entity Directors, as well as provide direction or advice to the Main Entity Directors regarding the implementation of Integrated Governance policies which include aspects including: a. Integrated Compliance; b. Integrated Risk Management; c. Integrated Internal Audit; d. Strategic Planning and Performance Management; e. Policy Formulation and Alignment; and f. Relationships with Stakeholders. Based on reporting by the Director and/or Head of the relevant Business Unit as well as the results of evaluations carried out by the Integrated Governance Committee every semester. 4. Evaluate the Integrated Governance Guidelines and provide direction and recommendations in order to improve the Integrated Governance Guidelines. 5. Oversee the implementation of Internal Audit for Financial Conglomeration Members so that it is in line with the Main Entity’s Internal Audit policy. 6. Carry out supervision over the implementation of other Integrated Governance functions in accordance with the provisions of laws and regulations, the articles of association and/or decisions of the GMS/Capital Owners. 7. Conduct evaluations and provide recommendations to each Financial Services Institution of the BRI Financial Conglomerate based on reports and evaluations submitted by the Director and/or Head of Business Unit related to BRI and the results of evaluations carried out by the Integrated Governance Committee every semester. 8. Supervise, evaluate and ensure that the Integrated Governance Committee carries out its duties effectively. 9. Provide approval for actions within the scope of authority of the Board of Commissioners in accordance with BRI’s Articles of Association relating to the management of BRI Financial Conglomeration Members. 10. Carry out other duties and responsibilities related to the management of BRI Financial Conglomerate Members in accordance with the provisions of the Articles of Association, GMS Resolutions, Board of Commissioners Work Procedure Guidelines, and applicable laws and regulations. Main Entity Directors In implementing Integrated Governance, the Directors of the Main Entity have duties and responsibilities, including: 1. Prepare and refine the Integrated Governance Guidelines based on the direction and/or recommendation of the Main Entity’s Board of Commissioners; 2. Direct, monitor and evaluate the implementation of the Integrated Governance Guidelines; 3. Follow up on directions or advice from the Entity’s Board of Commissioners in the context of evaluating the implementation of Integrated Governance. 4. Monitor and evaluate the implementation of integrated governance including integrated compliance, integrated internal audit, integrated risk management, performance of Subsidiary Companies, as well as other integrated aspects. 5. Provide direction and recommendations for the implementation of Integrated Governance including performance evaluation. 6. Ensure alignment of strategic plans between the Main Entity and BRI Financial Conglomerate Members. 7. Holding a GMS in the event that there is a corporate action or other matter related to the management of the Subsidiary Company which is required to obtain a GMS decision. 8. Prepare BRI’s Long Term Plan and Company Work and Budget Plan, including those relating to the management of Financial Conglomeration Members. 9. Ensure the implementation of synergy within the BRI Financial Conglomeration environment between BRI and Financial Conglomeration Members and/or between Financial Conglomeration Members. 10. Ensure that audit findings and recommendations from the integrated internal audit business unit, external auditors, OJK supervision results and/or other authorities are followed up by the Main Entity and Members of the BRI Financial Conglomerate. 11. Carry out other duties and responsibilities related to the management of Financial Conglomeration Members in accordance with the provisions of the Articles of Association, GMS Resolutions, Board of Commissioners Work Procedure Guidelines, and applicable laws and regulations. Integrated Governance Committee In implementing Integrated Governance, the BRI Integrated Governance Committee has duties and responsibilities, including: 1. Evaluate the implementation of integrated governance through assessing the adequacy of internal control, PT Bank Rakyat Indonesia (Persero) Tbk. Annual Report 2023 781 Corporate Governance
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