PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2008 and 2007 Expressed in millions of Rupiah, unless otherwise stated
14
1. GENERAL continued d. Initial Public Offering of the Bank’s Shares continued
On July 14, 2003, 19,800,000,000 of Bank Mandiri’s shares were listed on the Jakarta Stock Exchange and Surabaya Stock Exchange based on Jakarta Stock Exchange’s Approval Letter
No. S-1187BEJ.PSJ07-2003 dated July 8, 2003 and Surabaya Stock Exchange’s Approval Letter No. JKT-028LISTBESVII2003 dated July 10, 2003.
Based on an amendment to the Articles of Association approved by the Minister of Justice and Human Rights in his decision letter No. C-12783.HT.01.04.TH.2003 dated June 6, 2003 that was published in
Supplement No. 6590 of State Gazette No. 63 dated August 8, 2003, the Bank’s name was changed from PT Bank Mandiri Persero to PT Bank Mandiri Persero Tbk.
e. Quasi-Reorganization
In order for Bank Mandiri to eliminate the negative consequences of being burdened by accumulated losses, the Bank undertook quasi-reorganization as approved in the Extraordinary General
Shareholders’ Meeting “RUPS - LB” on May 29, 2003. The quasi-reorganization adjustments resulted in the accumulated losses of Rp162,874,901 as of April
30, 2003 being eliminated against additional paid-in capitalagio. Bank Mandiri’s Articles of Association were amended to reflect the change in additional paid-up capital
as a result of quasi-reorganization, by notarial deed No. 130 of Sutjipto, S.H. dated September 29, 2003 which was approved by the Minister of Justice and Human Rights in his decision letter
No. C-25309.HT.01.04.TH.2003 dated October 23, 2003 and was published in Supplement No. 93 of State Gazette No. 910 dated October 23, 2003.
On October 30, 2003, an Extraordinary General Shareholders’ Meeting RUPSLB approved the Quasi-Reorganization as at April 30, 2003. The minutes of the RUPSLB were notarized by Notary
Sutjipto, S.H. in notarial deed No. 165 dated October 30, 2003.
f. Divestment of Government Share Ownership
On March 11, 2004, the Government divested a further 10 shareholding involving 2,000,000,000 of its shares in Bank Mandiri through private placements Note 31a.
g. Structure and Management
Bank Mandiri’s head office is located in Jl. Jend. Gatot Subroto Kav. 36-38, South Jakarta, Indonesia. As of December 31, 2008 and 2007 Bank Mandiri had the following domestic and offshore structure:
2008 2007
Domestic Regional Branches 10
10 Domestic Branches:
Area 59
58 Community Branches
118 99
Branch 359
341 Cash Outlets
491 458
1,027 956
PT BANK MANDIRI PERSERO TBK. AND SUBSIDIARIES NOTES TO THE CONSOLIDATED FINANCIAL STATEMENTS
Years Ended December 31, 2008 and 2007 Expressed in millions of Rupiah, unless otherwise stated
15
1. GENERAL continued g. Structure and Management continued
2008 2007
Offshore Branches 4
4 Representative Office
1 1
As of December 31, 2008 and 2007, Bank Mandiri had offshore branches located in Grand Cayman, Singapore, Hong Kong and Timor Leste and a representative office in Shanghai, China.
On June 5, 2006, the Bank Mandiri organization structure has been changed based on Board of Directors’ Resolution No. Kep.Dir0692006. Those changes including the Bank Mandiri Board of
Directors’ segregation of roles and responsibilities were approved by the Board of Commissioners through its letter No. COM0632006 dated June 1, 2006. On December 12, 2006, Management
through letter No. CMO5772006 proposed the change in the Organization Structure Based On Strategic Business Units to the Commissioners. The Commissioners approved the change in the
Organization Structure Based On Strategic Business Units through letter No. COM1702006 dated December 22, 2006. The Organization Structure based on Strategic Business Units became effective
since January 9, 2007 through Directors Decision Letter No. Kep.Dir06A2007 dated January 9, 2007. Compared with the previous organization structure, there are several changes to Bank Mandiri’s new
organization structure, where the functions of existing units were divided into three major groups, which are:
1. Business Units, responsible as the Bank’s main business development engine, consist of 6 Directorate which are Corporate Banking, Commercial Banking, Consumer Finance, Micro Retail
Banking, Treasury International Banking, and Special Asset Management. 2. Corporate Centers, responsible to handle strategic corporate and support the bank’s policies,
consist of 3 Directorate which are Risk Management, Compliance Human Capital and Finance Strategy.
3. Shared Services, as a support unit to support the Bank operational activities as a whole are handled by the Technology Operations Directorate.
The implementation of the change in the organization structure and Strategic Business Units SBU is in line with the Bank Mandiri aspiration to become the Dominant Multi-Specialist Bank.
The organizational structure of Bank Mandiri has been changed again, whereby pursuant to the decision letter of the Board of Directors No. KEP.DIR038A2008 dated March 24, 2008 concerning the
Change of Decision of the Board of Directors of No. KEP.DIR072007 regarding the Change of Organizational Structure of PT Bank Mandiri Persero Tbk. The subsidiary of Bank Mandiri, PT Bank
Syariah Mandiri which previously is under the coordination of Directorate for Consumer Finance has now become under the coordination of the Directorate for Commercial Banking. On April 23, 2008, the
Board of Commissioner’s Meeting agreed to the suggestion to change Bank Mandiri organization structure to form 2 two new directorate that is Directorate of Corporate Secretary, Legal Customer
Care and Directorate of Internal Audit. Change of the Bank Mandiri organization structure goes into effect on October 13, 2008 as expressed in the Decree of the Board of Directors
No. KEP.DIR111A2008 dated October 13, 2008.
