Integrated Governance Committee

COMMITTEE CHARTER / GUIDELINES

This Guideline and Rulebook sets out the duties, authorities, obligations, responsibilities, work division, work hour, work ethic, meetings, organizational structure, and execution of the duties in connection with the Integrated Governance Committee.

APPOINTMENT AND DISMISSAL 

The Integrated Governance Committee (KTKT) assist the Board of Commissioners to strengthen the oversight function to improve public trust towards the Company’s integrated management. KTKT is responsible to monitor continuous improvement process on policies, procedures and practices at all levels of the Company. The Committee also ensures that internal control, compliance functions and risk management implementation is carried out in an integrated manner. The Chairman and Members of the Integrated Governance Committee (KTKT) is appointed through the BRI Board of Commissioners Decree No: 10-KOM/12/2017 dated December 19, 2017 on Changes in the Membership of Integrated Governance Committee (KTKT).

Committee Structure

1. The Committee is under the coordination of the Board of Commissioners of the Parent Entity and is responsible to the Board of Commissioners of the Parent Entity;
2. The Committee is chaired by an Independent Commissioner who serves as a Chairman in one of the committees of Parent Entity;
3. To carry out its daily duties, the Committee may be assisted by the Staff and/or Secretary of the Integrated Governance Committee, which may come from both internal and external Banks

Committee Membership

1. Committee Members shall consist of at least one Commissioner from each member of BRI’s Financial Conglomerate, an independent party and a member of the Sharia Supervisory Board.
2. Committee Members shall consist of at least:
   1. an Independent Commissioner with concurrent position as chairman and member;
   2. an Independent Commissioner from each of BRI’s Financial Conglomerate as a member;
   3. an Independent Party with expertise required by the Integrated Governance Committee;
   4. a Member of the Sharia Supervisory Board of BRI Syariah as a member.
3. Each member of the Committee shall be independent, which means:
   1. Have not receive any compensation from the Company and its subsidiaries, or affiliates, except wages, salaries and other facilities received in connection with the duties performed as members of the Integrated Governance Committee;
   2. Have no family or financial relations with the Board of Directors and Board of Commissioners;
   3. Have no concurrent position in the Company and other companies affiliated to the Bank; and
   4. Have no duties, responsibilities and authorities that may cause any conflict of interest.
4. The appointment and dismissal of members of the Committee shall be stipulated in the Meeting of the Board of Commissioners. For Committee members from Independent Party, the following provisions shall apply:
   1. Appointed by the Board of Commissioners through a recruitment and selection mechanism;
   2. The term of employment shall be stipulated in the meeting of the Board of Commissioners by considering the term and regulations of contract employees in the Company, with the possibility of termination by the Board of Commissioners prior to the expiration of the contract.
5. Members of the Board of Directors are prohibited to be a Committee member; and
6. Committee Members are appointed by the Board of Directors pursuant to the decision of the Board of Commissioners’ meeting

On September,6, 2021, the membership composition of the Integrated Governance Committee are as follows: