10 Consolidated Financial
Statements 09
Cross Reference of Annual Report
Award 2016 Criteria 08
Corporate Social Responsibility
07 Integrated Corporate
Governance 06
Corporate Governance
Board of Directors is one of the Company’s main organs that plays an important role which is responsible collegially on the
Company’s management for the interest and purpose of the Company.
As stipulated in the Articles of Association of the Company, the Board of Directors is entitled to represent the Company, both
inside and outside the court.
As a manifestation of the accountability of the Company’s management, the Board of Directors is responsible to GMS
according to the GCG principles.
Duties and Responsibilities of the Board of Directors
The main duties of the Board of Directors according to the Articles of Association are:
a. To operate and responsible for the management of the Company for the interests of and in accordance with the
purposes and objectives of the Company stipulated in the Articles of Association, and lead the management of the
Company.
b. To maintain and manage the Company’s assets. The Board of Directors shall be fully responsible for the
performance of their duties for the interests of the Company in order to achieve the Company’s purposes and objectives.
Charter of the Board of Directors
As a commitment of the Board of Directors in order to carry out the role and management function of the company as well as
to manage the relationship with the Board of Commissioners effectively, therefore the Board Manual was established
by virtue of the Decree of the Board of Directors No KEP. DIR692015 dated February 23, 2015 which consists of:
1. General Provisions 2. Capacity to Act
3. Organization and Area of Division 4. General Policy
5. Work Ethics and Working Time 6. Meetings of the Board of Directors
7. Committee 8. Correspondences
Such Board Manual contains the explanation of the working relationship between the Board of Directors and the Board of
Commissioners in carrying out their duties in order to create a professional, transparent and efficient management of the
Company.
The establishment of such Board Manual has been complied with corporate law principles, legislation in force, Articles of
Association, resolutions of the GMS and GCG principles.
Authorities of the Board of Directors
As stipulated in the Board Charter, the Board of Directors has two authorities, namely authority to represent and authority to
make decision as specified below:
1. Capacity to Represent
a. The Board of Directors will be entitled to represent the Bank before and outside the court and to take
any actions and perform, whether concerning the management or concerning ownership, as well as to
bind the Bank with other parties andor other parties with the Bank.
b. The President Director will be entitled and authorized to represent the Company for and on behalf of the Board
of Directors. If the President Director is not available or is unavailable for any reason, the Vice President Director
will be entitled and authorized to represent the Bank for and on behalf of the Board of Directors. In the event
that the Vice President Director is not available or is unavailable for any reason 1 one other member of the
Board of Directors will be appointed and authorized by virtue of a resolution of the Board of Directors Meeting
to represent the Bank for and on behalf of the Board of Directors. In the absence of the resolution of the
Board of Directors on such appointment, 2 two other members of the Board of Directors will be entitled and
authorized to represent the Bank for and on behalf of the Board of Directors.
c. For facilitating the performance of its daily duties, the Board of Directors confers authorities to each Director
to independently represent the Bank according to their respective duties for and on behalf of the Board of
Directors as stipulated in a separate document.
d. For certain actions the Board of Directors will be entitled to appoint one person or more as its representatives or
proxies by conferment him or them authorities to take such certain actions as provided for in the power of
attorney.
2. Capacity to Make Decision
a. Authority of the Board of Directors to make decisions may be specifically delegated to other Members of the
Board of Directors, as stipulated in the Banks Articles of Association.
b. Authority to make decisions as referred to in point 1 may be specifically delegated to the members of the
Board of Directors in compliance with the provisions of the Articles of Association, Job Description and the
provisions of the Banks Alternate Board of Directors.
The Board of Directors
03 Company at a Glance
04 Management Discussion and
Analysis on Companys Performance 05
Review of Business Support Function
01 Main Highlights
02 Management Report
Obligations of the Board of Directors
The Board of Directors is obliged to carry out management of the company with good faith and put the Bank’s interest in
priority above personal interest.
Criteria for Determination of Board of Directors
Bank management should meet the requirements of integrity, competency, and financial reputation. In order to meet the
requirements of integrity, candidates for the BOD of bank must have good moral character and commitment to comply with
applicable laws and regulations, have a strong commitment to the development of a healthy bank operations and are not
included in the Disqualified List.
Meanwhile, in order to meet the competency requirements of Directors shall have adequate knowledge in the field of banking
relevant to the position, having experience and expertise in banking andor finance and have the ability to perform strategic
management in order to develop a healthy bank. In addition, it required also that the majority of members of the Board of
Directors shall have operational experience in the bank at least 5 five years as an executive officer at the bank.
Prospective members of the Board of Directors must meet the requirements of financial reputation, namely:
• Not included in the list of bad debts; and
• Not been declared bankrupt or become directors or
commissioners found at fault in causing a company to go bankrupt, within 5 five years prior to nomination.
Directors Determination Procedure
Someone who was appointed as Directors must undergo Fit and Proper Test before performing their duties as Directors
of the Bank, as stipulated in the Regulation of the Financial Services Authority No. 27POJK.032016 on Fit And Proper
Home For The Financial Services Institute. Since 2014 the function of Fit and Proper Test for BOD and BOC has been
transferred from Bank Indonesia to Financial Services Authority. Therefore management of a Bank must graduate in the fit and
proper test conducted by the Financial Services Authority.
In a fit and proper test. Board candidates submitted by the Bank in the petition amount to a maximum of two 2 people for each
vacancy, and the determination of candidates proposed has been conducted in accordance with the applicable legislation.
The fit and proper test conducted by the FSA, including administrative research and interviews. Approval or rejection
of the application by the FSA no later than 30 thirty days after receipt of the complete application.
If the candidate who requested the approval of the FSA has been approved and appointed as the Bank Management in
accordance GMS, but is concerned not approved by the FSA, the Bank through the AGM shall dismiss concerned. Candidate
Management of Banks that have not been approved by the FSA prohibited from doing duty as a Member of the Board of Directors
in the operations of the Bank and or other activities that have a significant influence on the policies and financial condition of the
Bank, although it has been approved and appointed by the AGM.
Policy of Diversity in Board of Directors Composition
Composition of the Board of Directors of Bank Mandiri established taking into account the needs and complexity
of the bank including attention to elements of diversity that includes education, skills, knowledge, and experience required.
Composition of the Board of Directors of Bank Mandiri, which at this time has met the elements of such diversity as reflected in
the Profile of Directors on page 78-83.
The diversity of the composition of the Board of Directors has met the elements of diversity which is a combination of
the education, work experience and age. Associated with such diversity, the bank has a Director in charge charge of
accounting or finance, Mr Pahala N. Mansury, qualifications, background, certification training and work experience in
finance his profile can be viewed at the Board of Directors profile page 80.
Aspects of Diversity
Education The diversity of educational backgrounds Directors of
the Bank, indicated by a mix of education, namely: • Qualification includes the level of Bachelor and
Masters • Competence areas including Finance, Accounting,
Management, Electrical Engineering, Information Systems Management, Business Administration,
Dentistry, Agriculture, Animal Husbandry. Work
Experience Diversity of work experiences Directors of Bank
Mandiri, among others, namely: besides there is coming from a career officer of Bank Mandiri, Bank
Mandiri Board members are professionals in various hierarchy at the national banks, multinationals and
other financial institutions. While Based on the experience of all members of the Board of Directors
have work experience in the field of Financial Services in particular Bank.
Age Diversity Directors of the Bank are in the age range is
quite productive, the age group 43-50 years = 3 and 51-68 years = 7
Gender There is one woman member of the Board of
Directors in Bank Mandiri The diversity of the composition of the Board of Directors has
met the elements of diversity which is a combination of the education, work experience and age.
As the Company grows, Bank Mandiri has dealt with more complex problems. Therefore, with the diverse composition
of the Board of Directors, it is expected to provide several alternatives to solve the problem and produce the best result.
10 Consolidated Financial
Statements 09
Cross Reference of Annual Report
Award 2016 Criteria 08
Corporate Social Responsibility
07 Integrated Corporate
Governance 06
Corporate Governance
Scope of Work and Responsibilities of Each Member of the Board of
Directors
President Director
1. To conduct management of the Company for the interest of the Company and in accordance with the purposes and
objectives of the Company. 2. To perform all acts and deeds regarding the management
as well as the ownership of the Companys assets. 3. To perform his duties in good faith and with full
responsibility with due observance of the Articles of Association, Resolutions of GMS and prevailing laws and
regulations. 4. To take full responsibility personally for the loss of the
Company when deemed guilty or negligent in their duties for the interest and business of the Company unless it can
be proved, among others, by managing the Company with good faith and prudence for the interest and in accordance
with the purposes and objectives of the Company.
5. To represent the Company before and outside the Court in all respects and events; both the management and the
ownership, binding the Company with other parties and other parties with the Company.
6. To coordinate policy and strategy unit under the supervision of President Director as contained in the Decree
of the Board of Directors related to the job descriptions and authorities of members of the Board of Directors.
7. To monitor and evaluate the activities of Region Builder Director.
Vice President Director
1. Policies and Strategies
