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ASEAN Corporate Governance Scorecard
Breadcrumb
| 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: Information on KSEI : 30 December 2022 Payment: 27 January 2023 ( within 30 days) Script Dividend: -none- Final Dividend: AGMS date : Monday, March 13th, 2023 Payment April 12nd, 2023 |
https://www.ksei.co.id/Announcement/Files/BBRI_DIV_20230111_ID.pdf
Summary of Minutes of AGMS https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.pdf KSEI Publication https://www.ksei.co.id/Announcement/Files/153044_ksei_4979_jku_0323_202303161221.pdf |
| 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=27 |
| 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. |
Articles of Association, Article 12 Section 10 page 75-76 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? | Bank BRI as State-Owned Enterprise Indonesia shall comply with Regulation of the Minister of State-Owned Enterprise PER-03/MBU/03/2023 date 24 March, 2023. Regardging The Procedure for election of members of Board of Director/Board of Commissioners only for Bank, the nominate candidate shall evaluated by Special Team which created by Minister Prosedur for election of members of Board of Directors/Board of Commissioners shall comply with Regulation of the Minister of State-Owned Enterprise PER-03/MBU/03/2023 date 24 March, 2023 and also regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise regulated on that regulation (PER-03/MBU/03/2023 date 24 March, 2023) |
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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. |
Summary of Minutes of AGMS https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.pdf |
| A.3.4 | Does the company disclose the voting procedures used before the start of meeting? | Yes, before the meeting start Bank BRI disclosed the voting procedures used at invitation to all shareholders. | https://www.ir-bri.com/misc/NL/2023/Invitation-AGMS.pdf |
| 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 2023 |
Summary AGMS on Attachment https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.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 2023 AGMS. |
Summary AGMS on poin F https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.pdf |
| A.3.7 | Does the company disclose the list of board members who attended the most recent AGM? | All BOC and BOD were attend the meeting. BRI disclosed Board of Directors and Board of Commissioners who attended the 2023 AGMS in Summary of Minutes of 2023 AGMS |
Summary AGMS on poin B https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.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? | All BOC and BOD were attend the meeting. Bank BRI disclose the list of Board of Directors and Board of Commissioners who attended the 2023 AGMS. |
Summary AGMS on poin B https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.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.
|
Summary AGMS on poin F https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.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? | The counting of votes as the basis of Meeting resolutin is conducted by PT. Dationdo Entrycom as the Share Registrar and the report is validated by Fathiah Helmi, S.H, Notary in Jakarta |
Summary AGMS on poin E https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.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.
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The information is mentioned in: AGMS 2023 Summary of Minutes of 2023 AGMS https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.pdf |
| A.3.13 | Does the company provide at least 21 days notice for all AGMs and EGMs? |
BRI provided 22 days notice for AGMS.
|
The information is mentioned in: AGMS 2023 Notice of Minutes of 2023 AGMS https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.pdf AGMS 2023 Notice of 2023 AGMS https://www.ir-bri.com/misc/NL/2023/Invitation-AGMS.pdf |
| 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 2023
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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.
|
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 2022, Page 407 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=407 |
| 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 2022 page 496-498 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=496 Annual Report 2022 page 751-754 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=751 |
| 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. |
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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 2023 AGMS only deals with only one item and there is no bundling of several items into the same resolution. |
The information is mentioned in:
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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. Both were published on 17 February 2023 |
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| 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:
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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. BRI re-appintment EY |
The information is mentioned in: https://www.ir-bri.com/general_meeting_of_shareholders.html https://www.ir-bri.com/misc/NL/2023/Profil-KAP.pdf |
| 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:
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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 2022 page 767 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=767 |
| 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 2022 page 569-571 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=569 |
| 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 2022 page 511 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=511 Annual Report 2022 page 568-570 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=568 |
| 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 2022 page 422-426 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=422 Annual report 2022 page 603-66 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=603 Annual report 2022 page 619-620 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=619 |
| 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. |
Articles of Association, Article 13 Section 22 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=87 Articles of Association, Article 16 Section 21 https://www.ir-bri.com/misc/Articles_of_Association.pdf#page=109 |
| 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 2022, page 423 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=423 |
| 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 2022 has been conducted in a fair, normal commercial terms and arm length basis |
Annual Report BRI 2022 page 426 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=426 |
| 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 |
Annual Report BRI 2022 page 558-561 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=558 |
| 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 |
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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. |
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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. |
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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. |
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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. |
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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 |
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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. | https://www.ir-bri.com/misc/SR/SR2022-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 |
Annual Report BRI 2022 page 750 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=750 Annual Report BRI 2022 page 784 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=784 BRI website www.bri.co.id related ir-bri.com |
| 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. |
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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. |
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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 |
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| 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 |
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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. |
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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. |
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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. |
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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 |
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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: https://www.ir-bri.com/ownership.html |
| 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. |
|
| D.2 | Quality of Annual Report | ||
| 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 2022 page 214-215 https://www.ir-bri.com/misc/AR/AR2022-EN.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 2022 page 30-37 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=30 |
| D.2.3 | Non-financial performance indicators | Bank BRI disclosed several non-financial performance indicators in its annual Report 2022 such as market share and customer satisfaction. |
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| D.2.4 | Dividend policy | Bank BRI has dividend policy. |
Annual Report BRI 2022 page 404 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=404 |
| 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. |
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| 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 2022 |
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| D.2.7 | Total remuneration of each member of the board of directors/commissioners | Remuneration of Directors and Commissioners 2022 |
Annual Report BRI 2022 page 565-567 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=565 |
| 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. |
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| 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. |
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| 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 2022 page 1134-1143 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=1134 |
| 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 BRI 2022 page 160 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=160 |
| D.5 | External auditor and Auditor Report | ||
| D.5.1 | Are the audit and non-audit fees disclosed? | Audit fee and non-audit fee are disclosed. |
Annual Report BRI 2022 page 707-708 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=707 |
| D.5.2 | Does the non-audit fee exceed the audit fees? | Non-audit fee does not exceed the audit fee. |
Annual Report BRI 2022 page 707-708 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=707 |
| D.6 | Medium of communications | ||
| D.6.1 | Quarterly Reporting | Bank BRI published quarterly Report which can be downloaded from the company's 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
https://www.ir-bri.com/ Annual Report BRI 2022 page 750 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=750 |
| D.6.3 | Analyst's briefing | Bank BRI did analysis briefing during 2022. |
The information is mentioned in:
|
| D.6.4 | Media briefings /press conferences | Bank BRI did media briefings/press conference during 2022 |
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| 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 10 February 2023 22:58 |
https://www.ir-bri.com/misc/QR/2022/FY2022.pdf
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 17 February 2023. time: 22:51:48 |
https://www.ir-bri.com/misc/AR/AR2022-EN.pdf
Indonesia Stock Exchange Website https://www.idx.co.id/StaticData/NewsAndAnnouncement/ANNOUNCEMENTSTOCK/From_EREP/202302/ac55c31ce5_6094cc1cdc.pdf |
| 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 2022 page 2 https://www.ir-bri.com/misc/QR/2022/FY2022.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 2022 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 https://www.ir-bri.com/misc/NL/2023/Invitation-AGMS.pdf |
| 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 https://www.ir-bri.com/misc/NL/2023/Announcement-Summary-AGMS-EN.pdf |
| 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. |
BRI Website https://bri.co.id/ Annual Report 2022 page 750-752 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=750 |
| 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. |
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| 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. |
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| 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. |
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| Corporate Vision | |||
| 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 2022 page 100 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=100 |
| 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:
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| 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. |
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| 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 |
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| 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. |
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| 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. |
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| 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 2022 page 134-146 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=134 |
| 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:
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| 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 |
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| Nominating Committee | |||
| E.2.8 | Does the company have a Nominating Committee? | Bank BRI has a Nomination and Remuneration Committee. |
Annual Report 2022 page 589-591 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=589 |
| 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 2022 page 592 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=592 |
| 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 2022 page 592 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=592 |
| 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 2022 page 589-591 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=589 |
| 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 2022 |
Annual Report 2022 page 596-602 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=596 |
| Remuneration Committee/ Compensation Committee | |||
| E.2.13 | Does the company have a Remuneration Committee? | Bank BRI has a Nomination and Remuneration Committee. |
Annual Report 2022 page 589-591 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=589 |
| 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 2022 page 592 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=592 |
| 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 2022 page 592 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=592 |
| 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 2022 page 589-591 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=589 |
| 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 2022. There were 27 meetings held by the committee in 2022 |
Annual Report 2022 page 596-602 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=596 |
| Audit Committee | |||
| E.2.18 | Does the company have an Audit Committee? | Bank BRI has an Audit Committee. |
Annual Report 2022 page 576-577 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=576 |
| 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 2022 page 578-579 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=578 |
| 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 2022 page 578-579 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=578 |
| 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 2022 page 578-579 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=578 |
| 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 |
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| 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 2022 |
Annual Report 2022 page 586-587 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=586 |
| 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 2022 page 576-577 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=576 |
| 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. |
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| E.3.2 | Does the board of directors/commissioners meet at least six times during the year? | BOC and BOD meeting in 2022 stated in Annual Report BRI 2022 |
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| 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 2022 |
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| E.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | Minimum quorum for board decision is 2/3. |
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| 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 2022 |
Annual Report 2022 page 535-537 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=535 |
| 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 |
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| 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 2022 page 651-663 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=651 |
| 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 2022 |
Annual Report 2022 page 654-655 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=654 |
| 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 |
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| 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. |
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| 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. |
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| 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. |
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| E.3.13 | Is there disclosure of the fee structure for non-executive directors/commissioners? | Bank BRI disclosed of remuneration structure for commissioners. |
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| 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. |
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| 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 |
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| 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 2022 page 660 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=660 |
| 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 (Triswahju Herlina) |
Annual Report 2022 page 660 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=660 |
| 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 2022 page 660 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=660 |
| 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 |
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| 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 2022 by the BOD and BOC. |
Annual Report 2022 page 733-734 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=733 |
| 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 2022 page 717-733 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=717 |
| 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 2022 page 733-734 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=733 |
| 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. |
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| E.4.2 | Is the chairman an independent director/commissioner? | The Chairman position is held by Mr.Kartika Wirjoatmojo |
Annual Report 2022 page 134 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=134 |
| E.4.3 | 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 2022 page 134-146 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=134 |
| E.4.4 | Are the roles and responsibilities of the chairman disclosed? | Roles of chairman is disclosed |
Annual Report 2022 page 526 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=526 |
| 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, however there is vice president commissioner which fill by Mrs Rofikoh Rokhim as Independent Commissioner |
Annual Report 2022 page 528-529 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=528 |
| 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? | Yes, at least one non-executive director/ commisioner have prior working experience, stated in Annual Report 2022 part Directors and Commissioner profile |
Annual Report 2022 page 118-130 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=118 |
| E.5 | Board Performance and Directors Development | ||
| E.5.1 | Does the company have orientation programmes for new directors/commissioners? | Bank BRI has orientation programmes for new directors/commissioners. |
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| 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 2022 |
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| 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 2022 page 562-564 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=562 |
| 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 2022 page 544-555 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=544 |
| 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 2022 page 544-555 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=544 |
| 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 2022. |
Annual Report 2022 page 544-555 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=544 |
| 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. |
|
| 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. Based on Articles of Associaiton page 136 poin 7, Voting results which include the number of votes agree, disagree and abstain for each agenda item of the meeting. |
|
| (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? |
BRI provided 22 days notice for AGMS.
AGMS 2023 2023 AGMS Notice Date = 17 February 2023 2023 AGMS Date = 13 March 2023 |
|
| (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 2022 page 202-203 https://www.ir-bri.com/misc/SR/SR2022-EN.pdf#page=202 |
| (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 2022 AGMS was released on 8 Februari 2022. | https://www.ir-bri.com/misc/QR/2022/FY2022.pdf |
| (B)D.1.2 | Does the company disclose details of remuneration of the CEO? | Bank BRI disclosed remuneration for the board of directors |
|
| (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 three female independent commissioner in company, which is Mrs. Rofikoh Rokhim, Dwi Ria Latifa, and Nurmaria Sarosa. There are also two female directors in company, which is Mrs Viviana Dyah Ayu R.K and Mrs Handayani. |
|
| (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 2022 page 571-573 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=571 |
| (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 2022 page 593 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=593 |
| (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 |
|
| (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 2022 page 563 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=563 |
| (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 |
|
| (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 2022 page 459 - 463 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=459 |
| (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 2022 page 603-606 https://www.ir-bri.com/misc/AR/AR2022-EN.pdf#page=603 |
