Good Corporate Governance Report 2014 ENG
Laporan Tahunan 2014 Annual Report PT Bank Sumitomo Mitsui Indonesia unwavering commitment
Laporan Tahunan 2014 Annual R epor t
T OGETHER T O W ARDS SUST AINAB LE GR O W TH
Kata Pengantar
In accordance with the regulation of Financial Services Authority ("OJK") regarding
Implementation of Good Corporate Governance Report (“GCG”) as stipulated in
Bank Indonesia ("BI") regulation No. 8/4 / PBI / 2006 dated January 30, 2006 as
amended by BI Regulation No. 8/14 / PBI / 2006 dated October 5, 2006 and BI
Circular Letter No. 15/15 / DPNP dated April 29, 2013, ("OJK Regulation on GCG" or
"OJK Rules") with this we submit the PT Bank Sumitomo Mitsui Indonesia ("SMBCI")
Implementation of Good Corporate Governance report for the position year 2014.
A. DISCLOSURE OF GCG COVERAGE
.
I. The Highlight of GCG Implementation in 2014 ……………………………………………………. 5
II. Commitment to Good Corporate Governance ……………………………………………………… 6
III. Ultimate Shareholders & Controlling Shareholders ……………………………………………… 7
IV. Decision and General Meeting of Shareholders ……………………………………………………. 9
V. Implementation of Tasks and Responsibilities by the BOC and BOD ……………………. 13
VI. Completeness and Implementation of the Tasks of the Committees and the Work Unit Performing Bank Internal Audit Function …………………………………………………….………. 34
Daftar Isi
VII. Performance of Compliance, Internal Auditor and External Auditor Functions ……… 60
VIII. Risk Management Implementation .. …… 67
IX. Provision of Funds to Related Parties and
Provision of Funds in Large Amount (Large
Exposures) ………………………………………….. 69
X. The Bank’s Strategic Plan ……………………... 69
XI. Transparency in the Bank’s Financial and
Non-Financial Conditions that Were Not Included in Other Reports ………………….…. 70
B. Remuneration Package/Policy and Other
Facilities for Board of Commissioner and
Board of Director Members……………… …. 71
C. Shares Option…………………………………….73
F. Ratio of the Highest Salary to the Lowest
Salary……………………………………….………. 73
G. Number of Internal Fraud…….…………….… 73
H. Number of Litigation Cases………....………. 74
G. Transactions Containing Conflict of Interest……...………….…………………………. 75
I. Buy Back of Bank’s Shares and/or
Bonds…. ……………………………….……… 75
J. Provision of Funds for Social Activities and
Political Activities during the Reporting.. …75 K. Self Assessment of Good Corporate Governance Implementation of SMBCI .………………………..…… …………………………75
Highlight of Remuneration Share Ratio Internal
GCG Package Option Salary Fraud
Implementation
I. The Highlight of GCG Implementation in 2014
The independence of SMBCI as a separate entity from SMBC as
“controlling shareholder has always been a major concern. This is
quite a challenge for SMBCI in order to continuously improve the
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The Highlight of GCG Implementation in 2014
As a bank owned by SMBC up to 98.48%, the independence of SMBCI as a separate entity from SMBC as controlling shareholder has always been a major concern. This is quite a challenge for SMBCI in order to continuously improve the implementation of Corporate Governance from year to year.
The Improved implementation of Corporate Governance for 2014 among others by improving the flow of credit approval which better reflects the independence of SMBCI. This improvement will be followed by the restructuring plan of internal organizational in 2015.
Other matters related to corporate governance are analyzing the duties and responsibilities of the Nomination and Remuneration Committee primarily related to the remuneration policy for executive officers both Indonesian citizens and foreigners. Furthermore, in line with OJK plans to implement the recommendations of the Financial Stability Board in terms of the sound governance of compensation or remuneration, the Nomination and Remuneration Committee will need to review the guidelines of its duties and responsibilities in 2015.
Other improvements in the field of corporate governance which conducted by SMBCI is preparing guidelines for the Manual Induction Program for the new members of the Board of Commissioners (“BOC”) and/or Board or Directors (“BOD”) of SMBCI. This Manual is intended for members of the BOC and / or BOD to understand their duties and responsibilities in accordance with the prevailing laws and regulations.
At the end of 2014, the Bank began to conduct a review and refinement of the charter for committees at the level of the BOD and at the level of the BOC; These charters are expected to be completed at the beginning of the first semester 2015.
II. Commitment to Good Corporate Governance
SMBCI is committed to implementing GCG in a consistent and sustainable manner. This has become an integral part of the Bank’s business practice in order to maintain its going concern. GCG has become a basis in building the trust that the Bank is managed and controlled in a proper manner for the best interest of the stakeholders and in improving compliance with prevailing laws and regulations in the banking industry. The GCG implementation is continously conducted with respect to the prevailing regulations. Furthermore, in compliance with Bank Indonesia Regulation (“PBI”)
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GCG
Commitment to Good Corporate Governance No. 8/4/PBI/2006 dated 30 January 2006, as well as its amendment PBI No.
8/14/PBI/2006 dated 5 October 2006 and Bank Indonesia Circular Letter No. 15/15/DPNP dated 29 April 2013, SMBCI prepare the GCG Implementation Report for the year 2014 which inculde as follows:
1. The Right and Obligation as well as the General Meeting of Shareholders;
2. Structure, Composition, Duties and Responsibilities of Board of Commissioners;
3. Structure, Composition, Duties and Responsibilities of Board of Directors;
4. The Implementation of Duties of Committees under Board of Commissioners and Board of Directors;
5. The Implementation of Compliance, Internal Audit and External Audit Functions;
6. The Implementation of Risk Management and Internal Audit System;
7. Provision of Funds of Related Parties and Provision of Large Exposure Funds;
8. Bank’s Strategic Plan;
9. Transparency in the Bank’ Financial and Non Financial Conditions;
10. Remuneration Package/Policy and Other Facilities for BOC and BOD Members;
11. Shares Option;
12. Ratio of the Highest Salary to the Lowest Salary;
13. Number of Internal Fraud;
14. Number of Litigation Case;
15. Transaction containing conflict of interest;
16. Buy Back of Bank’s Shares and/or Bonds;
17. Provision of Funds for Social Activities and Political Activities during the Reporting; and
18. Self Assesment of GCG Implementation of SMBCI.
III. Ultimate Shareholders & Controlling Shareholders
All shares issued by SMBCI are registered shares which are issued under name of its owner as registered in the Shareholders Registry. SMBCI only admit 1 person or 1 legal entity as the owner of 1 share, namely person or legal entity whose name is listed in the Shareholders Registry.
The Structure of SMBCI shareholders as of December 31, 2014 is as follows:
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Ultimate Shareholders & Controlling Shareholders SMFG 100%
SMBC PT BCA Tbk PT BNI (Persero)
98.48% 1.00% 0.52%
PT Bank Sumitomo Mitsui Indonesia Information on the Ultimate or Controlling Shareholder
A. Sumitomo Finance Mitsui Group
Sumitomo Mitsui Financial Group (“SMFG”) was established through a share transfer from Sumitomo Mitsui Banking Corporation in December 2002. The companies of SMFG offer a diverse range of financial services, centered on banking operations, and including credit card services, leasing, information services, and securities.
SMFG’s follow “Our Mission” below as a universal guide for Group management and position this mission as the anchor for corporate action:
1. To grow and prosper together with our customers, by providing services of greater value to them.
2. To aim to maximize our shareholders' value through the continuous growth of our business.
3. To create a work environment that encourages and rewards diligent and highly- motivated employees.
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Ultimate Shareholders & Controlling Shareholders
B. Sumitomo Mitsui Banking Corporation
Sumitomo Mitsui Banking Corporation (“SMBC”) was established in April 2001 through the merger of: The Sakura Bank, Limited, and The Sumitomo Bank, Limited. The SMBC is a subsidiary of (“SMFG”) which headquartered and registered in Japan as a leading financial service group in the world.
SMBC’s competitive advantages include a strong customer base, the quick implementation of strategies, and an extensive lineup of financial products and services that leverage the expertise of strategic Group companies in specialized areas. SMBC, as a core member of SMFG, works together with other members of the Group to offer customers highly sophisticated, comprehensive financial services.
IV. Decision and General Meeting of Shareholders
General Meeting Shareholders (“GMS”) has the authority which is not granted to the BOD or BOC, within the limitation as stipulated on the Law No.40 Year 2007 regarding the Limited Liability Companies and the Articles of Associations of SMBCI.
GMS consists of Annual GMS (“AGMS”) and other GMS or oftenly known as Extraordinary GMS (“EGMS”). GMS is the tool for shareholders in implementing its right and authority related to the performance of SMBCI and strategic plan or corporate actions of SMBCI. The resolutions of AGMS and EGMS are made in a transparent manner with due regard to the interests of SMBCI's business.
The Shareholders may also adopt binding resolution without convening GMS provided that all shareholders with affirmative vote give their approval in writing by signing the relevant proposal (“The Shareholders Circular Resolution”).
A. AGMS
In 2014, SMBCI held 1 (one) AGMS on 20 May 2014 in SMBCI’s Office, Summitmas II,
th
11 Floor, Jl. Jend. Sudirman Kav. 61-62 Jakarta 12190, with the resolutions as follows:
Agenda 1
a. To approve the Annual Report of the SMBCI for the Financial Year of 2013 including the supervisory task Report of BOC; b. To ratify the Annual Account of the SMBCI which consists of Balance Sheet and
Profit and Loss Statement for the financial year 2013 which bas been audited by
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Public Accountants Firm SIDDHARTA & WIDJAJA, the member firm of KPMG, as stated in its report number L.13 - 3556- 14/III.26.003 dated 26 March 2014.
c. By the approval of the Annual Report and the ratification of the Annual Account above stated, it gives a complete acquittal and discharge to all members of BOD and BOC of the Company for all actions taken by them in management and supervision of SMBCI during the Financial Year 2013 as far as such management and supervision actions were reflected in the said Annual Report and Annual Account of SMBCI and in compliance with prevailing regulations.
Agenda 2
To approve the appropriation of the Net Profit of SMBCI for the Financial Year of 2013 in the total amount Rp665,933,000,000 (Six Hundred Sixty Five Billion Nine Hundred Thirty Three Million Rupiah), to be allocated as follows: (1) Cash Dividend
The amount of Rp. 66,593,000,000 (Sixty Six Billion Five Hundred Ninety Three Million Rupiah) shall be distributed to the Shareholders as listed in the Company’s Register Book of Shareholders as cash dividend. The distribution to each Shareholder based on its shares portion in SMBCI is as follows: (a) Sumitomo Mitsui Banking Corporation Rp65,579,000,000 (b) PT Bank Central Asia Tbk. Rp 666,000,000 (c) PT Bank Negara Indonesia (Persero) Tbk Rp 348,000,000 and to authorize the BOD to determine the procedures and time of payment of the distributed dividend mentioned above.
(2) Reserved Fund The amount of Rp. 10,000,000,000 (Ten Billion Rupiah) shall be set aside/booked as legal reserved fund.
(3) The remaining Net Profit of the Financial Year of 2013 is in the amount of Rp.
589,340,000,000 (Five Hundred Eighty Nine Billion Three Hundred Forty Million Rupiah) shall be booked as retained earnings. The remaining Net Profit of the Financial Year of 2013 shall be recorded as unappropriated retained earnings and after being added with unappropriated
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retained earnings of the previous year of Rp. 2,123,195,000,000 (TwoTrillion One Hundred Twenty Three Billion One Hundred Ninety Five Million Rupiah), the unappropriated retained earnings brought forward to the year of 2014 shall be totaling to Rp. 2,712,535,000,000 (Two Trillion Seven Hundred Twelve Billion Five Hundred Thirty Five Million Rupiah).
Agenda 3
To ratify and approve the Annual Budget of SMBCI for the Financial Year 2014 as stated in the Company’s Business Plan 2014-2016 amounting to Rp. 655,613,000,000 (Six Hundred Fifty Five Billion Six Hundred Thirteen Million Rupiah) as Net Income after current income tax”.
Agenda 4 (i) To appoint “Siddharta & Widjaja”, the member firm of KPMG, for the third year of
service, as public accountant of SMBCI, to audit the Balance Sheet and Profit & Loss Statement for the Financial Year 2014, and further to authorize the BOD to determine the remuneration of the public accountant concerned;
(ii) To authorize the BOD to select, replace and appoint any other public accountant if
the appointed Public Accountant for whatsoever reason, is unable to complete its appointment, according to the opinion of the BOD with due regard to recommendation of the Audit Committee and the approval of BOC; and
To authorize the BOD to determine the remuneration of the public accountant concerned”
Agenda 5 & 6
a. Discharge of Mr. Shoichi Yamashiro as Director; b. Discharge of Mrs. Trie Karjati as Director Overseeing Compliance Function.
Therefore, the Bank appointed Mr. Bruno Octer Purba as temporary acting of Director Overseeing Compliance Function;
c. Discharge of Mr. Ajar Siswandono as Director;
d. Appointed Mr. Kazuhisa Miyagawa as Deputy President Director based on OJK approval letter number SR-54/D.03/2014 dated 24 April 2014. The effective appointment upon obtaining his working permit from Ministry of Manpower which is on 11 July 2014; e. Appointed Mr. Adrianus Dani Prabawa as Deputy President Director based on OJK approval letter number SR-63/D.03/2014 dated 12 May 2014;
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f. Appointed Mr. Henoch Munandar as Director based on OJK approval letter number SR-50/D.03/2014 dated 10 April 2014;
g. Assignment and authorization of Mr. Bruno Octer Purba, Director in charge of Risk Management to temporary acting as and perform the duties of Director Overseeing Compliance Function of SMBCI, which will be effective as of the closure of this Meeting until the earlier of (i) the date when the new Director Overseeing Compliance Function is effectively appointed or (ii) the date falling 6 (six) months after the closure of this Meeting; h. Reappointment of the remaining incumbent members of the BOD of the Company with the term of office as of the closure of this Meeting until the closure of the
Annual General Meeting of Shareholders of the Company in 2016; and i. Reappointment of the incumbent members of the BOC of SMBCI with the term of office as of the closure of this Meeting until the closure of the Annual General
Meeting of Shareholders of SMBCI in 2017; j. Authorization the BOD of SMBCI with the right of substitution to decide the duties and responsibilities of each newly appointed members of the BOD and restate the resolution in this fifth and sixth agenda of the Meeting in a notarial deed in the Indonesian language and to handle and submit all documents and related application, to any government agencies or authorities, including but not limited to the Ministry of Law and Human Rights of the Republic of Indonesia (“MOLHR”) and to the Ministry of Trade (“MOT”), and to take necessary actions in order to carry out the above mentioned purposes in accordance with the Company’s Articles Association, Bank Indonesia regulation and/or Indonesian Financial Services Authority (OJK) regulation.
Agenda 7
To approve that: (1) The maximum amount of remuneration package to be received by BOC and BOD for year 2014 is as follows:
BOC BOD No. Description No. of Rp No. of Rp People (bio) People (bio)
1. Remuneration (salary, bonus, fixed allowance, and end of term 2 417 7 14.541 payment and other benefits not in kind)
2. Other facilities/benefits in kind (housing, transportation, - 7 - 2.650 medical insurance, and so on) that *: a. can be owned
b. can not be owned Total 2 417 7 17.191
No remuneration is given for the other members of Board of Commissioners who were assigned by the SMBC as the member of Board of Commissioners of the Company.
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(2) The maximum amount of total remuneration package of year 2014 clasified by salary level is described as follows:
Total Remuneration Received per person in No. of BOC No. of BOD 1 year (cash) Above Rp. 2 billion
5 - Between Rp. 1 billion and Rp. 2 billion 2 -
- Between Rp. 500 million and Rp. 1 billion -
2 - Below Rp. 500 million
B. Shareholders Circular Resolution
During 2014, Shareholders’s Circular Resolutions in lieu of resolutions adopted at an Extraordinary General Meeting of Shareholders (“Shareholders Circular Resolution”) were taken to approve the following matters:
Shareholders Circular Resolution dated 11 August 2014 as restated into the Deed No.
1.
15 dated 15 August 2014, drawn up before Ashoya Ratam, S.H. M.Kn., Notary in Administrative City of South Jakarta, which resolved the resignation of Mr. Masaya Hirayama as President Director of SMBCI and appointment of Mr. Kazuhisa Miyagawa as new President Director of SMBCI. The effective date of resignation Mr. Masaya Hirayama as President Director and appointment of Mr. Kazuhisa Miyagawa as the new President Director of the Bank is subject to the issuance of working permit of Mr.
Kazuhisa Miyagawa, i.e 26 November 2014; 2. Shareholders Circular Resolution dated 11 August 2014 as restated into the Deed No.
16 dated 12 September 2014, drawn up before Himawan Sutanto, Sarjana Hukum, as substitute of Ashoya Ratam, S.H. M.Kn., Notary in Administrative City of South Jakarta, which resolved the appointment of Ms. Dini Herdini as new Director overseeing Compliance Function subject to the approval from Otoritas Jasa Keuangan which is on
8 September 2014 and dismissal of Mr. Bruno Octer Purba as Temporary Acting as Director overseeing Compliance Function;
3. Shareholders Circular Resolution dated 31 December 2014 regarding the issuance of
Medium Term Notes I Bank Sumitomo Mitsui Indonesia; and Shareholders Circular Resolution dated 31 December 2014 as restated into the Deed 4. No. 06 dated 9 January 2015, drawn up before Ashoya Ratam, S.H. M.Kn., Notary in Administrative City of South Jakarta, which resolved the resignation of Mr. Bruno Octer Purba as Director of SMBCI effectively on 31 December 2014.
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V. Implementation of Tasks and Responsibilities by the BOC and BOD
Shimura President Commissioner 13-8-2010
(1) In executing its supervisory function toward the BOD, BOC shall direct, monitor, and evaluate the implementation of strategic policies of the Company and shall not be involved in the decision making toward the
Without prejudice to the main roles of BOC as stipulated under the Company’s Articles of Association, the Law on Limited Liability Company and prevailing laws and regulation, BOC has roles and responsibilities as follows:
Tasks and responsibilities of BOC
20-5-2014 28-1-2013 21-2-2013 2013-2014 2014-2017 Indonesia
Masli Ridhwan Independent Commissioner 21-2-2013
2011-2014 2014-2017 Indonesia Ninik Herlani
Independent Commissioner 10-6-2009 08-4-2011 20-5-2014 19-03-2009 10-6-2009 2009-2011
2014-2017 Singapore RAG Bramono Dwiedjanto
08-4-2011 20-5-2014 22-7-2010 13-8-2010 2010-2011 2011-2014
2011-2014 2014-2017 Singapore Masayuki
President Commissioner 13-8-2010 08-4-2011 20-5-2014 22-7-2010 13-8-2010 2010-2011
Name Position GMS Date *) Date of OJK Letter Effective Date Assignment Period Domicile Masayuki Shimura
Commissioners who do not have financial, management, share ownership, and/or family relationships with the fellow members of the BOC, the BOD, and/or the controlling shareholders. All BOC members have taken and passed the Fit and Proper Test. The detail on the appointment of BOC members as of 31 December 2014 is as follows:
Commissioner. This BOC number does not exceed the total number of BOD members and has met the provisions of BI/OJK regulation. Each BOC member of SMBCI possess high integrity, competency, and adequate financial reputation. The appointment of all BOC members of SMBCI has been approved by Bank Indonesia/OJK, and each member has passed the fit and proper test by BI/OJK. 2 (two) from 4 (four) or 50% the BOC members are Independent
Based on the SMBCI’s Articles of Association, BOC is appointed and discharged based on GMS Resolution. The number of SMBCI BOC members is 4 (four), including the President
` Board of Commissioners a. Number, composition, criteria and independency
- In terms of the implementation of good corporate governance:
Good Corporate Governance Report year 2014
Self Assessment
Buy Back Shares Funds for Social & Political Activities
Litigation Case Transaction Conflict of Interest
- ) Note: GMS date is the date of GMS on the first appointment and its re‐appointment b.
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operational activities (credit, treasury, fund mobilization, and other operational activities) of the Company, except: − Provision of funds to related parties; − Other matters stipulated in the Company’s Articles of Association or prevailing laws and regulations.
Decision making by the BOC as referred above shall not erase the responsibilities of the BOD in performing the Company management function. (2) The BOC shall ensure that the BOD follow up audit findings and recommendations from Internal Audit Department (SKAI), external auditor, results of the supervision conducted by Bank Indonesia and/or other regulatory bodies. (3) BOC shall establish the Committees and evaluate the tasks of the Committee with the following provisions: a) To establish the committees to support BOC in carrying out its duties and function in an effective way, at minimum as follows:
1. Audit Committee;
2. Risk Monitoring Committee; 3.
Remuneration and Nomination Committee; BOC may establish any other Committees which is deemed necessary.
b) BOC shall have obligation to ensure that the organization structure and membership of each Committee has been composed in compliance with the prevailing regulations. BOC meeting shall determine membership of each Committee with the consideration of the Nomination & Remuneration committee’ recommendation and shall be stipulated into the decision of BOD.
c) BOC shall ensure that each committee has a guidance for their roles and responsibilities as well as ensuring that each Committee has conducted a review of their each manual of roles and responsibilities on a regular basis.
d) BOC shall ensure that the each Committee has executed its roles and responsibilities, by conducting the supervision to Committee’s report which irregularly submitted to BOC Meeting, containing of:
1. Structure, membership, expertise and independency of the member of Committee;
2. Duties and responsibility of Committee
3. Frequency and the resolution of Committee’s meeting 4. Working Plan of Committee and its realization.
5. Yearly assessment result made by the Chairman of each Committee regarding the Independent members of Committee
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e) BOC shall evaluate the performance of each Committee on yearly basis and/or any time as may be required and decided by BOC. The evaluation by BOC shall among others be focused on the following points:
1. Appropriateness of composition and competency of the Committee members to be compared to the Bank’s complexity and business;
2. Effectiveness of implementation of function of the Committee;
3. Benefit of recommendations from Committee as reference for Board of Commissioners’ resolution;
4. Appropriateness of implementation of Committee meetings to internal regulation of the Company; f) BOC shall also evaluate the performance of each Independent
Committee member based on the assessment result made by the Chairman of each Committee. In addition, BOC at its sole discretion shall have the right to decide on the re-appointment or dismissal of the members of Committee including the members from Independent Parties.
(4) BOC shall approve the Business Plan submitted by the BOD and shall also conduct monitoring and evaluation on the implementation of the Company’s Business Plan.
- In terms of the implementation of risk management, BOC shall at least: (1) Approve and evaluate the risk management policy of the Company; (2)
Evaluate the responsibility of the BOD in implementing the risk management policy;
(3) Evaluate and decide the request of BOD relating to the transaction which
requires approval of BOC;
• In terms of active supervisory towards the Compliance Function (as defined
in prevailing Bank Indonesia Regulation on Compliance Function) of the Company, the BOC shall:
(1) Evaluate the implementation of the Compliance Function of the Company at least 2 (two) times a year; (2) Give advices in the frame of improving the quality of the implementation of the Company’s Compliance Function.
Based on the above evaluation, BOC will give advices to the President Director with copy to Compliance Director for the improvement of the quality of the Company’s compliance Function.
• In terms of the Internal Audit Function of the Company ( “SKAI”), BOC
shall:
(1) Ensure that BOD follows up the audit findings and recommendation given by SKAI;
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• In terms of the implementation of risk management in the usage of
(1) Policy on the credit; (2) Policy and procedure on the implementation of Anti Money Laundering and Combating the Financing of Terrorism; (3) Policy on the Risk Management; (4) Internal Audit Charter; (5) Any other policy as may be required by prevailing regulation of Bank Indonesia.
In relation with the share ownership, BOC members do not have share ownership reaching 5% (five percent) or more of paid-up capital that consists of type and
√ √ √ √ √ √
Masayuki Shimura √ √ √ √ √ √ Airo Shibuya √ √ √ √ √ √ RAG Bramono Dwiedjanto √ √ √ √ √ √ Ninik Herlani Masli Ridhwan
Controlling Shareholders Yes No Yes No Yes No Yes No Yes No Yes No
Shareholders Commissio ners Directors
Name Family Relationship With Financial Relationship With Commissioners Directors Controlling
BOC members do not have family relationship up to the second level with fellow members of BOC and/or BOD as stipulated in the statement letter to be in line with application for BOC members approval and has been updated in December 2014. In addition, Independent Commissioners do not have relationship in financial, management, shareholding and family with other members of the BOC, BOD and/or Controlling Shareholders as stipulated in statement letter as in line with application for approval of BOC members and has been updated in December 2014. This is as illustrated in the table below:
Transparency, Financial, Management and Family Relationship of BOC
c.
(2) To evaluate the responsibility of BOD on the implementation of the usage of Information Technology.
(1) To give guidance, monitor and evaluate the strategic plan and policy of the Company in connection with the usage of Information Technology;
Information Technology, the BOC shall conduct an active supervisory as follows:
(2) Approve the appointment and discharge of the head of SKAI proposed by BOD; (3) Evaluate the effectiveness of the implementation of SKAI’s function.
Implementation of Tasks and Responsibilities by the BOC and BOD
- Give approval for certain policy(ies) of the Company as follows:
Good Corporate Governance Report year 2014
Rasio Gaji Internal Fraud
Paket Remunerasi Opsi Saham
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number of shares in the Bank, other banks, non-bank financial institutions and other companies that are placed domestically or internationally.
d. Concurrent Offices
BOC members do not have concurrent position as defined in article 7 (1) OJK Regulation on GCG. Two of Commissioners of SMBCI also hold positions in SMBC which are not categorized as concurred positions as refer to the article 7 (2) of OJK Regulation on GCG as stated in the following list as of 31 December 2014:
No Name Position in SMBCI Other Position in SMBC
1 Masayuki Shimura President Commissioner Managing Director - Head of Asia Pacific Division and Head of Emerging Market Business Division
2 Airo Shibuya Vice President General Manager of Emerging Commissioner Market Business Division
These positions are held by the respected Commisioners with all concerns to their each positions in SMBCI and do not neglect the implementation of their each duties and responsibilities as BOC members.
e. BOC meeting and recommendations
Pursuant to Article 16.1 of Articles of Association of SMBCI and Guidance and Code of Conduct of the BOC, the Meeting of BOC shall be regularly held at least 4 (four) times a year. In 2014, BOC convened 5 (five) Meetings that basically consisted of 2 (two) sessions: Coordination Meetings of BOC and BOD, then followed by BOD and BOC Meetings, except the meeting in July 2014 that only had 1 (one) session.
Attendance ` in BOC Meeting
Attendance Number Number of Attendance Name Phisically Meetings Teleconference Percentage Attendance Masayuki Shimura
5 - 5 100% Airo Shibuya
5
1 4 100% RAG Bramono
5 100% Dwiedjanto Ninik Herlani Masli
- 5
5 5 100% - Ridhwan Good Corporate
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Implementation of Tasks and Responsibilities by the BOC and BOD The `
Agenda and Recommendations of BOC Meeting in 2014 O ATE GENDA ECOMMENDATION N . D A R 1. 25-Feb-14
1. Due to the plan of maternity of the Head of ` Review and acceptance on the report the Internal Audit Department (IAD), to ensure of BOD regarding as follows: all duties and responsibilities of the Internal − Evaluation on the Realization of Audit Department running smoothly, BOC Business Plan as of 31 December recommend to the management to appoint 2013.
− Discussion on OJK Letter about the an employee to provide support to the Head of Internal Audit Department (IAD) during her Bank’s Business Plan 2014-2016. − Compliance and AML & CFT current pregnancy and future maternity leave.
This employee should be assigned temporary Report. − Follow-Up Action on as Caretaker Head of IAD, and the appointment will be ended when she return to
Recommendation from Commissioners. work after maternity leave. − Report of IT Steering Committee. − Others
2. Referring to:
- The functions of Risk Monitoring Report of Activities of Audit
` Committee as stipulated in the Risk Committee, Risk Monitoring Monitoring Committee Charter, Section II: Committee, Remuneration and Purpose and Section V: Roles and Nomination Committee and Responsibilities, Recommendation from each
- The results of regular monthly meetings of committee to BOC.
Risk Monitoring Committee in the 4th Evaluation on the Compliance Function ` Quarter of 2013. during semester II/2013.
In regard to the process of banking operation ` Others. improvement, especially related to the establishment of Garuda Project, Risk Monitoring Committee would like to propose recommendations to the Board of Commissioners, as follows:
- There should be a written commitment from Sponsor (SMBCI Management and SMBC) to accomplish Garuda Project.
- Reward for project members in order to motivate them since the members still do their daily job in addition to the project activity.
2. 24-Jun-14 ` Review and acceptance on the report ` Related to Internal Audit: of BOD regarding as follows
1. To review the annual Internal Audit plan − Evaluation on Realization of 2014 with the focus on the examination Business Plan as of 31 March in accordance with OJK comments. 2014.
2. To conduct quarterly review of the − Revision on Business Plan 2014- annual audit plan in order to adjust the 2016 current condition and situation of the − Evaluation on Risk Profile Report company’s business. as of 31 March 2014.
3. To provide training facility for the − Compliance and AML&CFT Report. internal audit staffs to improve its
− Follow-Up Action on competency.
Recommendation from Commissioners Report of IT ` Related to Committee: Steering Committee.
Good Corporate PT BANK SUMITOMO MITSUI INDONESIA Together Towards Sustainable Growth Governance
19 Report year 2014
` RNC recommends BOC to approve the candidacies of Mr Kazuhisa Miyagawa as President Director and Ms Dini Herdini as Director overseeing Compliance Function, and propose such changes to Shareholders and submit application to OJK.
` Discussion on the matter related to OJK inspection result
` Related to Risk Monitoring: Referring to:
2. The result of regular monthly meetings of Risk Monitoring Committee in the 2 nd Quarter of 2014.
Risk Monitoring Committee would like to propose recommendations to the Board of Commissioners, as follows:
Report of Activities of Audit Committee, Risk Monitoring Committee, Remuneration and Nomination Committee and Recommendation from each committee to BOC.
− Report of IT Steering Committee − Others `
Review and acceptance on the report of BOD regarding as follows: − Evaluation on the Realization of Business Plan as of 30 June 2014 − Evaluation on Risk Profile Report as of 31 March 2014 − Compliance and AML & CFT Report − Comprehensive Follow Up Action towards OJK Recommendations − Follow-Up Action on Recommendation from Commissioners
5. 14-Oct-14 `
Litigation Case Transaction Conflict of Interest
` Others.
` Report of Activities of Audit Committee, Risk Monitoring Committee, Remuneration and Nomination Committee and Recommendation from each committee to BOC.
II: Purpose and Section V: Roles and Responsibilities.
To review on Committee competency and job description as well as remuneration: Please be informed that BOC meeting has made decision to establish a policy guideline for the purpose of reviewing competency, job description and remuneration of the Banks’ Committees. This matter is essential considering the current growth and complexity of the business. Remuneration and Nomination Committee will coordinate with other Committee and will conduct follow up action for this matter. 3. 21-Jul-14
` Others.
` Report of Activities of Audit Committee, Risk Monitoring Committee, Remuneration and Nomination Committee and Recommendation from each committee to BOC.
− Others.
Implementation of Tasks and Responsibilities by the BOC and BOD N O . D ATE A GENDA R ECOMMENDATION − Report on Outsourcing.