PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2007 and 2006 Expressed in millions of Rupiah, unless otherwise stated
16
1. GENERAL continued
g. Structure and Management continued
2007 and 2006
Board of Directors President Director
: Agus Martowardojo
Deputy President Director :
Wayan Agus Mertayasa Director
: Omar Sjawaldy Anwar
Director :
Zulkifli Zaini Director
: Abdul Rachman
Director : Sasmita
Director :
Sentot A. Sentausa Director
: Bambang Setiawan
Director : Riswinandi
Director : Thomas Arifin
Director : Budi Gunadi Sadikin
appointed as Independent Commissioner by General Shareholders Meeting Year 2006 dated May 28, 2007 also appointed as Compliance Director
Bank Mandiri’s Audit Committee as of December 31, 2007 and 2006 is comprised of the following members:
2007 and 2006
Chairman :
Gunarni Soeworo Member
: Soedarjono
Member :
Yap Tjay Soen Member
: Zulkifli Djaelani
Member :
Imam Sukarno As of December 31, 2007 and 2006, Bank Mandiri’s Risk Monitoring Committee comprised of the
following members:
2007 and 2006
Chairman : Soedarjono
Member : Edwin Gerungan
Member : Gunarni Soeworo
Member : Tama Widjaja
Secretary : Pardi Sudradjat
As of December 31, 2007 and 2006, Bank Mandiri’s Nomination and Renumeration Committee comprised of the following members:
2007 2006
Chairman : Edwin Gerungan
Edwin Gerungan Member
: Muchayat Muchayat
Member : Soedarjono
Yap Tjay Soen Member
: Richard Claproth Pradjoto
Member : Gunarni Soeworo
- Member
: Yap Tjay Soen -
Member : Pradjoto
- Secretary
: Kresno Sediarsi Kustiawan
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2007 and 2006 Expressed in millions of Rupiah, unless otherwise stated
17
1. GENERAL continued
g. Structure and Management continued As of December 31, 2007 and 2006, Bank Mandiri’s Good Corporate Governance Committee
comprised of the following members:
2007 and 2006
Chairman :
Muchayat Member
: Richard Claproth Member
: Yap Tjay Soen Member
: Anwar Isham Secretary
: Mustaslimah As of December 31, 2007 and 2006 Bank Mandiri has a total of 21,631 and 21,062 employees
unaudited, respectively.
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES
a. Basis of Preparation of the Consolidated Financial Statements The consolidated financial statements of Bank Mandiri and Subsidiaries have been prepared in
conformity with the Statement of Financial Accounting Standards SFAS No. 31 Revised 2000, “Accounting for the Banking Industry” and other generally accepted accounting principles established
by the Indonesian Institute of Accountants and, where applicable, with prevailing banking industry practices and accounting and reporting guidelines prescribed by the Indonesian banking regulatory
authority and the Capital Market Supervisory Board. The consolidated financial statements have been prepared on the historical cost and accrual basis of
accounting, except for trading and available for sale securities and Government Bonds and derivative receivables and payables which are stated at fair value, certain investments in shares of stock which
are accounted for under the equity method, and certain premises and equipment which have been revalued.
The consolidated statements of cash flows are presented under the direct method, which classifies cash receipts and payments on the basis of operating, investing and financing activities. For the
purpose of the consolidated statements of cash flows, cash and cash equivalents include cash on hand, current accounts with Bank Indonesia and current accounts with other banks.
The financial statements of a subsidiary company engaged in syariah banking have been prepared in conformity with PSAK No. 59 regarding the Accounting for Syariah Banking and Accounting
Guidelines for Indonesian Syariah Banking PAPSI issued by Bank Indonesia and Indonesian Institute of Accountants.
b. Principles of Consolidation The consolidated financial statements include the financial statements of Bank Mandiri and its
majority-owned or controlled Subsidiaries. Control is presumed to exist where more than 50 of a Subsidiary’s voting power is controlled by Bank Mandiri, or Bank Mandiri is able to govern the
financial and operating policies of a Subsidiary, or control the removal or appointment of the majority of a Subsidiary’s board of directors. Significant inter-company balances and transactions have been
eliminated. Minority Interest in net income is presented as deduction of consolidated net income in order to arrive at Bank’s income. Minority in net asset is individually presented in the consolidated
balance sheet between equity and liabilities.
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2007 and 2006 Expressed in millions of Rupiah, unless otherwise stated
18
2. SUMMARY OF SIGNIFICANT ACCOUNTING POLICIES continued
b. Principles of Consolidation continued Subsidiaries included in the consolidated financial statements as of December 31, 2007 and 2006 are
as follows:
Name of Subsidiary Nature of Business
Domicile Percentage of Ownership
Bank Mandiri Europe Limited BMEL Commercial Banking
London 100.00
PT Bank Syariah Mandiri BSM Syariah Banking
Jakarta 99.99
PT Usaha Gedung Bank Dagang Negara Property Management
Jakarta 99.00
PT Mandiri Sekuritas Securities
Jakarta 95.69
PT Bumi Daya Plaza Property Management
Jakarta 93.33
The subsidiaries’ total assets as of December 31, 2007 and 2006 before elimination amounted to Rp18,607,409 and Rp14,189,586 or 5.83 and 5.30, respectively, from the total consolidated
assets. Bank Mandiri Europe Limited BMEL was incorporated on June 22, 1999 under the Companies Act
1985 of the United Kingdom. It was established from the conversion of Bank Exim London Branch to a subsidiary effective July 31, 1999. BMEL was mandated to act as a commercial bank to represent
the interests of Bank Mandiri. The registered office of BMEL is in London, United Kingdom. PT Bank Syariah Mandiri BSM was established in the Republic of Indonesia on August 10, 1973
under the name of PT Bank Susila Bhakti, a subsidiary of BDN, based on notarial deed No. 146 of R. Soeratman. The Company’s name changed several times, the latest of these changes was based
on notarial deed No. 23 of Sutjipto, S.H. dated September 8, 1999, whereby its name was changed to PT Bank Syariah Mandiri. The Company is engaged in banking activities in accordance with “Syariah”
banking principles. PT Usaha Gedung Bank Dagang Negara was established in the Republic of Indonesia based on
notarial deed No. 104 of Abdul Latief, S.H. dated October 29, 1971. The Company’s Articles of Association has been amended several times, the last change with notarial deed No. 7 of Martin
Roestamy, S.H. dated November 25, 2004. The Company is engaged in property management and office rental activities, which involve the Company’s and its Subsidiaries’ offices, and other offices. It
owns 25 of the share capital of PT Pengelola Investama Mandiri PIM, a company primarily established to manage the investments in shares of stock of Bank Mandiri.
PT Mandiri Sekuritas was established in the Republic of Indonesia on July 31, 2000 based on notarial deed No. 116 of Ny. Vita Buena, S.H. replacing Sutjipto, S.H. It was established through the merger
of PT Bumi Daya Sekuritas, PT Exim Sekuritas and PT Merincorp Securindo. The merger was approved by the Minister of Laws and Regulations of the Republic of Indonesia on August 25, 2000
based on decision letter No. C-18762.HT.01.01-TH.2000. PT Mandiri Sekuritas owns 99.9 of the share capital of PT Mandiri Manajemen Investasi, a subsidiary established on October 26, 2004
engaged in investment management and advisory activities. PT Bumi Daya Plaza was established in the Republic of Indonesia based on notarial deed No. 33 of
Ny. Subagyo Reksodipuro, S.H. dated December 22, 1978. The Company’s Articles of Association has been amended several times and the last change was announced in Appendix of State Gazette
of the Republic of Indonesia No. 34 dated April 27, 2001. The Company is engaged in property management and rental activities. It owns 75 of the share capital of PIM.
