ASEAN CG Scorecard - GCG
Banner ASEAN CG Scoredcard
A. Right of Shareholders
A. Right and Equitable Treatment of Shareholders
B. Sustainability and Resilience
B. Sustainability and Resilience
Part |
Items |
BMRI Practice Year 2023 |
Source Information |
|---|---|---|---|
B.1 Sustainability-related disclosure should be consistent, comparable and reliable, and include retrospective and forward-looking material information that a reasonable investor would consider important in making an investment or voting decision |
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Material Sustainability-related information should be specified |
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B.1.1 |
Does the company identify/report ESG topics that are material to the organization’s strategy? |
Bank Mandiri has identified/ Report ESG topics and its connection to Company and Organization's strategy, as mentioned in :
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Annual Report of Bank Mandiri FY 2023 page 949-989Sustainability Report of Bank Mandiri FY 2023 page 8-15Sustainability Report of Bank Mandiri FY 2023 page 26-34Sustainability Report of Bank Mandiri FY 2023 page 77-103Sustainability Report of Bank Mandiri FY 2023 page 105-1029Sustainability Report of Bank Mandiri FY 2023 page 131-192 |
B.1.2 |
Does the company identify climate change as an issue? |
Bank Mandiri has identified and assess the impact of climate change and other sustainability risk matters on the Company Business model, and developed strategies to adapt to meet the needs of a net zero economy, as mentioned in :
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Sustainability Report of Bank Mandiri FY 2023 page 84-90Annual Report of Bank Mandiri FY 2023 page 830-833Annual Report of Bank Mandiri FY 2023 page 950-967 |
B.1.3 |
Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)? |
Bank Mandiri adopted an internationally recognized reporting framework or standard for sustainability, as identified in :
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Sustainability Report of Bank Mandiri FY 2023 page 298Sustainability Report of Bank Mandiri FY 2023 page 312-314Sustainability Report of Bank Mandiri FY 2023 page 315Sustainability Report of Bank Mandiri FY 2023 page 316-322Sustainability Report of Bank Mandiri FY 2023 page 326-333 |
If a company publicly sets a sustainability-related goal or target, the disclosure framework should provide that reliable metrics are regularly disclosed in an easily accessible form |
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B.1.4 |
Does the company disclose quantitative sustainability target? |
Disclosure for quantitative sustainability target of Bank Mandiri is mentioned in :
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Sustainability Report of Bank Mandiri FY 2023 page 82-83Sustainability Report of Bank Mandiri FY 2023 page 106-118Annual Report of Bank Mandiri Fy 2023, page 408-410Annual Report of Bank Mandiri FY 2023, page 995Annual Report of Bank Mandiri FY 2023, page 1004 |
B.1.5 |
Does the company disclose sustainability-related performance progress in relation to its previously set targets? |
Disclosure of sustainability related performance is stated in :
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Sustainability Report of Bank Mandiri FY 2023 page 302-310Sustainability Report of Bank Mandiri FY 2022 page 97-99Annual Report of Bank Mandiri Fy 2023, page 408-410 |
B.1.6 |
Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee? |
Bank Mandiri Made Statement in Company Sustainability Report that the Report has been Reviewed and approved by Board of Directors and Board of Commissioners, as reflected in :
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Sustainability Report of Bank Mandiri FY 2023 page 14-15Sustainability Report of Bank Mandiri FY 2023 page 8-15 |
B.2 Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters |
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B.2.1 |
Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? |
Bank Mandiri continuously engage internal stakeholder to exchange views and gather feedback on sustainability matters that are material to the business of the company, as reflected in :Sustainability Report of Bank Mandiri FY 2023 page 334-335 |
Sustainability Report of Bank Mandiri FY 2023 page 334-335 |
B.2.2 |
Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company? |
Bank Mandiri continuously engage internal stakeholder to exchange views and gather feedback on sustainability matters that are material to the business of the company, as reflected in :Sustainability Report of Bank Mandiri FY 2023 page 334-335 |
Sustainability Report of Bank Mandiri FY 2023 page 334-335 |
B.3 The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climate-related physical and transition risks |
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Boards should assess whether the company’s capital structure is compatible with its strategic goals and its associated risk appetite to ensure it is resilient to different scenarios |
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B.3.1 |
Does the company disclose that the board reviews on an annual basis that the company's capital and debt structure is compatible with its strategic goals and its associated risk appetite? |
Disclosure on Company capital is compatible with strategic goals and associated risk is mentioned in :
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Annual Report of Bank Mandiri FY 2023, page 400-404Annual Report of Bank Mandiri FY 2023, page 565 |
B.4 The corporate governance framework should recognise the rights of stakeholders established by law or through mutual agreements and encourage active co-operation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises. |
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Does the company disclose a policy and practices that address : |
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B.4.1 |
The existence and scope of the company's efforts to address customers' welfare? |
Company's efforts to address customers' welfare is mentioned in :
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Sustainability Report of Bank Mandiri FY 2023, page 157-159Annual Report of Bank Mandiri FY 2023 page 980-985Annual Report of Bank Mandiri FY 2023 page 974-979Annual Report of Bank Mandiri FY page 90-91Annual Report of Bank Mandiri FY page 773https://www.bankmandiri.co.id/en/perseoranganhttps://www.bankmandiri.co.id/en/bisnishttps://www.bankmandiri.co.id/en/web/guest/wealth-management |
B.4.2 |
Supplier/contractor selection procedures? |
Bank Mandiri supplier/contractor selection procedures as follows :
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Procurement of Goods and Services PolicyAnnual Report of Bank Mandiri FY 2023 page 537Sustainability Report of Bank Mandiri FY 2023 page 288-289 |
B.4.3 |
The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? |
Disclosure for Company effort to ensure the value chain is environtmentally friendly and consistent with promoting sustainable development is mentioned in :
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Annual Report of Bank Mandiri FY 2023 page 274Sustainability Report of Bank Mandiri FY 2023 page 82Sustainability Report of Bank Mandiri FY 2023 page 198Sustainability Report of Bank Mandiri FY 2023 page 216 |
B.4.4 |
The company's efforts to interact with the communities in which they operate? |
Bank Mandiri efforts to interact with communities as follows :
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Sustainability Report of Bank Mandiri FY 2023 page 226-236Annual Report of Bank Mandiri FY 2023 page 991-1010 |
B.4.5 |
The company's anti-corruption programmes and procedures? |
Implementation of Anti-Corruption Strategy as follows :
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Annual Report of Bank Mandiri FY 2023, page 780Annual Report of Bank Mandiri FY 2023, page 781-782Annual Report of Bank Mandiri FY 2023, page 783-784 |
B.4.6 |
How creditors' rights are safeguarded? |
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Creditor's Rights Policy (Website)https://bankmandiri.co.id/en/web/gcg/governance-processAnnual Report of Bank Mandiri FY 2023, page 537Annual Report of Bank Mandiri FY 2023, page 980 |
B.4.7 |
Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? |
Bank Mandiri have separate section in the Reports that specifically discusses Bank Mandiri efforts on environment/ economy and social issues as identified in :
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Sustainability Report of Bank Mandiri FY 2023, page 226-236https://bankmandiri.co.id/esg-sustainability-reportAnnual Report of Bank Mandiri FY 2023, page 991-1010https://bankmandiri.co.id/web/ir/annual-reports |
B.5 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. |
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B.5.1 |
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 Mandiri provide contact details through Bank Mandiri website or Annual Report, where stakeholders may submit their criticisms and suggestions, as outlined in :
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https://www.bankmandiri.co.id/en/helpAnnual Report of Bank Mandiri FY 2023, page 980-983Annual Report of Bank Mandiri FY 2023, page 786-787Sustainability Report of Bank Mandiri FY 2023, page 19-21Sustainability Report of Bank Mandiri FY 2023, page 150-159 |
B.6 Mechanisms for employee participation should be permitted to develop. |
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B.6.1 |
Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? |
Bank Mandiri has disclosed policies and implementation on employees health, safety and Welfare as follows :
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Performance and Reward ManagementAnnual Report of Bank Mandiri FY 2023, page 455-457Annual Report of Bank Mandiri FY 2023, page 464-465Annual Report of Bank Mandiri FY 2023 478-480, pageSustainability Report of Bank Mandiri FY 2023 page 183Sustainability Report of Bank Mandiri FY 2023 page 184-193 |
B.6.2 |
Does the company explicitly disclose the policies and practices on training and development programmes for its employees? |
Bank Mandiri has disclosed Policy, and practices on training and development programmes for employees as follows :
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Performance and Reward ManagementAnnual Report of Bank Mandiri FY 2023, page 461-492 |
B.6.3 |
Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? |
Bank Mandiri have policies regarding reward/ compensation based on performance, as follows :
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Performance and Reward ManagementAnnual Report of Bank Mandiri FY 2023, page 486-487Annual Report of Bank Mandiri FY 2023, page 488Annual Report of Bank Mandiri FY 2023 page 489 |
B.7 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. |
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B.7.1 |
Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report |
Bank Mandiri have whistle blowing policy as identified in :
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Whistleblowing Policy (Bank Mandiri Website)Annual Report of Bank Mandiri FY 2023, page 786-788Annual Report of Bank Mandiri FY 2023, page 781-782 |
B.7.2 |
Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? |
Bank Mandiri has established procedures for protection of employees reporting activities that violate code of ethics as included in :
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Whistleblowing Policy (Bank Mandiri Website)Annual Report of Bank Mandiri FY 2023, page 787 |
C. Disclosure and Transparency
C. Disclosure and Transparency
Part |
Items |
BMRI Practice Year 2023 |
Source Information |
|---|---|---|---|
C.1 Transparent Ownership Structure |
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C.1.1 |
Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? |
Information regarding identities the of the shareholders has been disclosed in the Annual Report of Bank Mandiri FY 2023 as identified in :Annual Report of Bank Mandiri FY 2023, page 171-181 (Shareholders Composition) |
Annual Report of Bank Mandiri FY 2023, page 171-181 |
C.1.2 |
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? |
Bank Mandiri has disclosed information regarding Shareholders as referred in the Annual Report of Bank Mandiri FY 2023 regarding Shareholder Composition :Annual Report of Bank Mandiri FY 2023, page 171-181 (Shareholders Composition) |
Annual Report of Bank Mandiri FY 2023, page 171-181 |
C.1.3 |
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? |
Bank Mandiri has disclosed information share ownership and options of Board of Directors/ Board of Commissioners in the Annual Report of Bank Mandiri FY 2023 :
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Annual Report of Bank Mandiri FY 2023, page 176Annual Report of Bank Mandiri FY 2023, page 177-181
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C.1.4 |
Does the company disclose the direct and indirect (deemed) shareholdings of senior management? |
Bank Mandiri has disclosed information regarding share ownership and options of Board Of Directors, Board Of Commissioners and also of Senior Management in the Annual Report of Bank Mandiri FY 2023 as identified in :
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Annual Report of Bank Mandiri FY 2023, page 176Annual Report of Bank Mandiri FY 2023, page 158-162Annual Report of Bank Mandiri FY 2023, page 177-181Annual Report of Bank Mandiri FY 2023, page 413-414 |
C.1.5 |
Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? |
Bank Mandiri has disclosed information regarding the structure of Bank Mandiri's group of companies in the Annual Report FY 2023, as mentioned in :
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Annual Report of Bank Mandiri FY 2023, page 182-183Annual Report of Bank Mandiri FY 2023, page 184-197 |
C.2 Quality of Annual ReportDoes the company's annual report disclose the following item : |
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C.2.1 |
Corporate objectives |
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Annual Report of Bank Mandiri FY 2023, page 98-103Annual Report of Bank Mandiri FY 2023, page 284-285Annual Report of Bank Mandiri FY 2023, page 306-311Sustainability Report of Bank Mandiri FY 2023, page 76-103 |
C.2.2 |
Financial performance indicators |
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Annual Report of Bank Mandiri FY 2023, page 28-29Annual Report of Bank Mandiri FY 2023, page 30-35Annual Report of Bank Mandiri FY 2023, 71-73Annual Report of Bank Mandiri FY 2023, 306-311Annual Report of bank Mandiri FY 2023, 368-369Annual Report of Bank Mandiri FY 2023, 370-379 |
C.2.3 |
Non-financial performance indicators |
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Annual Report of Bank Mandiri FY 2023, page 35-37Annual Report of Bank Mandiri FY 2023, page 42Annual Report of Bank Mandiri FY 2023, page 58-59Annual Report of Bank Mandiri FY 2023, page 306-311Sustainability Report of Bank Mandiri FY 2023, page 130-192 |
C.2.4 |
Dividend policy |
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Bank Mandiri Website - Dividend PolicyAnnual Report of Bank Mandiri FY 2023, page 411 |
C.2.5 |
Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners |
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Annual Report of Bank Mandiri Fy 2023, page 130-142Annual Report of Bank Mandiri FY 2023, page 143-156Annual Report of Bank Mandiri FY 2023, page 636-637Annual Report of Bank Mandiri FY 2023, page 638-639 |
Corporate Governance Confirmation Statement |
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C.2.6 |
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 Mandiri disclosure and statement that confirming of compliance with code of corporate governance in Annual Report is mentioned in :
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Annual Report of Bank Mandiri FY 2023, page 511-513Annual Report of Bank Mandiri FY 2023, page 514Annual Report of Bank Mandiri FY 2023, page 515-516Annual Report of Bank Mandiri FY 2023, page 521-522Annual Report of Bank Mandiri FY 2023, page 523-528Annual Report of Bank Mandiri FY 2023, page 529-539Annual Report of Bank Mandiri FY 2023, page 540-541Annual Report of Bank Mandiri FY 2023, page 542-547 |
C.3 Remuneration of Members of the Board and Key Executives |
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C.3.1 |
Is there disclosure of the fee structure for non-executive directors/commissioners? |
Disclosure of the Company fee structure for Board of Commissioners and Board of Director is mentioned in :Annual Report of Bank Mandiri FY 2023. page 644-647 |
Annual Report of Bank Mandiri FY 2023, page 644-647 |
C.3.2 |
Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each non-executive director/commissioner? |
Information of Remuneration of Board of Directors and Board of Commissioners is disclosed in :Annual Report of Bank Mandiri FY 2023, page 644-647 |
Annual Report of Bank Mandiri FY 2023, page 644-647 |
C.3.3 |
Bank Mandiri has diclosed Remuneration policy/ practices for Executive Directors and CEO, as mentioned in : |
Disclosure of the Company fee structure for Board of Commissioners and Board of Director is mentioned in :
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Annual Report of Bank Mandiri FY 2023, page 414Annual Report of Bank Mandiri FY 2023, page 640-641Annual Report of Bank Mandiri FY 2023, page 644-647 |
C.3.4 |
Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and CEO [if he/she is not a member of the Board]? |
Information of Remuneration of Board of Directors and Board of Commissioners is disclosed in :Annual Report of Bank Mandiri FY 2023, page 644-647 |
Annual Report of Bank Mandiri FY 2023, page 644-647 |
C.4 Disclosure of related party transactions (RPT) |
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C.4.1 |
Does the company disclose its policy covering the review and approval of material RPTs? |
Bank Mandiri has disclosed policy that covering the review and approval of material/ significant of related party transaction as follow :
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Transaction Policy with Related PartiesAnnual Report of Bank Mandiri FY 2023, page 420-421Annual Report of Bank Mandiri FY 2023, page 422Annual Report of Bank Mandiri FY 2023, page 1408-1417 |
C.4.2 |
Does the company disclose the name, relationship, nature and value for each material RPTs? |
Bank Mandiri has disclosed information about Realted Parties Transaction as mentioned in :
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Annual Report of Bank Mandiri FY 2023, page 416-421Annual Report of Bank Mandiri FY 2023, page 1407-1414 |
C.5 Directors and commissioners dealings in shares of the company |
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C.5.1 |
Does the company disclose trading in the company's shares by insiders? |
Bank Mandiri has disclosed the information in Annual Report of Bank Mandiri FY 2023 page 177-181 (Board of Commissioners and Board of Directors Shares Trading) |
Annual Report of Bank Mandiri FY 2023, page 177-181 |
C.6 External auditor and Auditor Report |
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C.6.1 |
Are the audit and non-audit fees disclosed? |
Bank Mandiri has disclosed the audit and non-audit fees information in the Annual Report of Bank Mandiri FY 2023 page 740 (fees for Audit and Other Services) |
Annual Report of Bank Mandiri FY 2023 page 740 |
C.6.2 |
Does the non-audit fee exceed the audit fees? |
Bank Mandiri has Disclosed the information about audit fee and non-audit fee provided by Public Accountant in Bank Mandiri Annual Report with clear explanation as mentioned in : Annual Report of Bank Mandiri FY 2023, page 740 (Fees for Audit and Other ServicesFor the determination of External Auditor, Bank Mandiri applies the principles of Professional Ethics which are :
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Annual Report of Bank Mandiri FY 2023, page 740Annual Report of Bank Mandiri FY 2023, page 739 |
C.7 Medium of communications |
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C.7.1 |
Quarterly reporting |
Bank Mandiri has submit quarterly reports to Financial Services Authority (OJK), IDX, Ministry of Finance and Ministry of SOEs :Annual Report of Bank Mandiri Fy 2023, page 727 (Transperancy of Report Submissions - Periodic Reports) |
Annual Report of Bank Mandiri FY 2023, page 727 |
C.7.2 |
Company website |
Bank Mandiri uses Company Website as one of Bank Mandiri communication tool, that can be accessed through :www.bankmandiri.co.idAnnual Report of Bank Mandiri FY 2023, page 226 (Information on Bank Mandiri Website) |
Bank Mandiri WebsiteAnnual Report of Bank Mandiri FY 2023, page 226 |
C.7.3 |
Analyst's briefing |
Bank Mandiri prepares Analyst's Meeting as a Communication tool with shareholders and relevant stakehoders that can be accessed through :www.bankmandiri.co.idAnnual Report of Bank Mandiri FY 2023, page 43 |
Bank Mandiri Website - Corporate PresentationsAnnual Report of Bank Mandiri FY 2023, page 43 |
C.7.4 |
Media briefings /press conferences |
Bank Mandir uses press release as one of Bank Mandiri communication tool, that can be accessed through :
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Annual Report of Bank Mandiri FY 2023, pgae 773Bank Mandiri Website - Corporate News https://www.bankmandiri.co.id/en/news |
C.8 Timely filing/release of annual/financial reports |
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C.8.1 |
Are the audited annual financial report / statement released within 120 days from the financial year end? |
Bank Mandiri has published audited Financial Statement year 2023 on January 31, 2024 (31 days after financial year end) through Bank Mandiri Website and Newspaper (Bisnis Indonesia and Jakarta Post) |
Bank Mandiri Website - Audited Financialhttps://bankmandiri.co.id/en/web/ir/audited-financialsAnnual Report of Bank Mandiri FY 2023 |
C.8.2 |
Is the annual report released within 120 days from the financial year end? |
Bank Mandiri has published Annual Report FY 2023 Through Bank Mandiri Website and Indonesia Stock Exchange Website on February 13, 2024, and officially determined the Annual Report in GMS on March 7, 2024, as mentioned in :
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Bank Mandiri Website - Annual ReportIDX WebsiteBank Mandiri 2024 AGMS HighlightBank Mandiri letter to Financial Services Authority (OJK) Number HBK.CSC/CMA.535/2024 |
C.8.3 |
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? |
Statement of Accountability for Bank Mandiri annual financial statement and annual report is affirmed by the Board as mentioned in :
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Annual Report of Bank Mandiri FY 2023, page 86Annual Report of Bank Mandiri FY 2023, page 87Annual Report of Bank Mandiri FY 2023, page 1055 |
C.9 Company website |
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C.9.1 |
Financial statements/reports (latest quarterly) |
Bank Mandiri has disclosed the latest quarterly financial statements/ Reports on Bank Mandiri Website |
Contact Us |
C.9.2 |
Materials provided in briefings to analysts and media |
Bank Mandiri has disclosed the informastion/ materials provided in analyst's Meeting available in Bank Mandiri Website |
Bank Mandiri Website - Corporate Presentations |
C.9.3 |
Downloadable annual report |
Bank Mandiri disclosed Annual Report in bank Mandiri Website that be accessed easily and downloadble |
Bank Mandiri Website - Annual Report |
C.9.4 |
Notice of AGM and/or EGM |
Bank Mandiri has disclosed Summons for the AGMS and the EGMS in Bank Mandiri Website |
Bank Mandiri Website - AGM 2024Announcement AGMS 2024Bank Mandiri Website - EGM 2020Announcement EGMS 2020 |
C.9.5 |
Minutes of AGM and/or EGM |
Bank Mandiri has disclosed Minutes of AGMS and EGMS in Bank Mandiri Website |
Bank Mandiri Website - AGM 2024Deed Minutes AGMS 2024Deed Minutes AGMS 2023Bank Mandiri Website - EGM 2020Deed Minutes EGMS 2020 |
C.9.6 |
Company's constitution (company's by-laws, memorandum and articles of association) |
Bank Mandiri has disclosed Articles of Association of the Company in Bank Mandiri WebsiteBank Mandiri Website - Good Corporate Governance Menu - Governance Structure - Article of Association |
Bank Mandiri Website - Article of AssociationArticles Of Association |
C.10 Investor relations |
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C.10.1 |
Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? |
Bank Mandiri has disclosed detail contact of Investor Relations Unit as mentioned in :
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Bank Mandiri Website - Contact Us https://www.bankmandiri.co.id/en/helpAnnual Report of Bank Mandiri FY 2023, page 730Annual Report of Bank Mandiri FY 2023, page 773 |
D. Responsibilities of the Board
D. Responsibilities of the Board
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Part |
Items |
BMRI Practice Year 2023 |
Source Information |
|---|---|---|---|
D.1 Board Duties and ResponsibilitiesClearly defined board responsibilities and corporate governance policy |
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D.1.1 |
Does the company disclose its corporate governance policy / board charter? |
Bank Mandiri has disclosed informarmation of Corporate Governance Policy/ board Charter as mentioned in :
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Annual Report of Bank Mandiri 2023, page 564-565Annual Report of Bank Mandiri 2023, page 649-650
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D.1.2 |
Are the types of decisions requiring board of directors/commissioners' approval disclosed ? |
Actions taken by Board of Directors subject to written approval from Board of Commissioners as included in Article of Association of Bank Mandiri FY 2023, Article 12, section 7 (page 39-40).Decision that need to be approved by the Board of Commissioners of Bank Mandiri also disclosed in Annual Report of Bank Mandiri FY 2023, page 568 (Decision Requiring the Approval of the Board of Commissioners) |
Article of Association, Article 12 section 7Annual Report of Bank Mandiri FY 2023, page 568 |
D.1.3 |
Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
Duties and responsibilities of Board of Directors and Board of Commissioners are clearly stated in :
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Annual Report of Bank Mandiri FY 2023, page 563-568Annual Report of Bank Mandiri FY 2023, page 648-651 |
Corporate Vision/Mission |
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D.1.4 |
Does the company have an updated vision and mission statement? |
Vision and mission of Bank Mandiri are included in the Annual Report of Bank Mandiri FY 2023, page 98-103 (Vision, Mission & Corporate Culture) |
Annual Report of Bank Mandiri FY 2023 page 98-103 |
D.1.5 |
Does the board directors play a leading role in the process of developing and reviewing the company’s strategy at least annually? |
Board of Directors has significant role in company to review company strategy at leats annually :
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Article of Association, article 17 section 1Annual Report of Bank Mandiri FY 2023, page 101Annual Report of Bank Mandiri FY 2023, page 676 |
D.1.6 |
Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
Board of Directors have a process to review, monitor and oversee the implementation of the corporate strategy :
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Annual Report of Bank Mandiri FY 2023, page 74Annual Report of Bank Mandiri FY 2023, page 101Annual Report of Bank Mandiri FY 2023, page 676 |
D.2 Board Structure Code of Ethics or Conduct |
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D.2.1 |
Are the details of the code of ethics or conduct disclosed? |
Details regarding Code of Conduct are disclosed in :
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Annual Report of Bank Mandiri FY 2023, page 774-779Code of Conduct - Bank Mandiri Websitehttps://bankmandiri.co.id/en/web/gcg/governance-structure |
D.2.2 |
Does the company disclose that all directors/commissioners, senior management and employees are required to comply with the code ? |
All Board of Commissioner, Board of Directors and employees of Bank Mandiri must comply with the Bank Mandiri Code of conduct as mentioned in :Annual Report of Bank Mandiri FY 2023, page 777 (Compliance to Code of Conduct) |
Annual Report of Bank Mandiri FY 2023, page 777 |
D.2.3 |
Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? |
Bank Mandiri mechanism and tools in order to implement and monitor compliance with the Code of conduct as mentioned in :Annual Report of Bank Mandiri FY 2023, page 777 (Effort in Implementation and Enforcement of the Code of Conduct) |
Annual Report of Bank Mandiri FY 2023, page 777 |
Board Structure & Composition |
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D.2.4 |
Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
Based on AGMS decision held on 7 March 2024, Number of independent Commissioners Bank Mandiri is 50% of the Total Bank Mandiri Board of Commissioners as identified in :
As additional information, in 2023 number of Independent Commissioners of Bank Mandiri is more than 50% as has been stated in :
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Bank Mandiri 2024 AGMS ResultBank Mandiri 2024 AGMS HighlightAnnual Report of Bank Mandiri FY 2023, page 63-64Annual Report of Bank Mandiri FY 2023, page 130-142 |
D.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?1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
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Law No. 19 of 2023 Indonesia State-Owned EnterprisesExcerpt of Law No. 19 of 2003 Indonesia State-Owned Enterprises, chapter 16Excerpt of Law No. 19of 2003 Indonesia State-Owned Entities, Chapter 28Annual Report of bank Mandiri FY 2023, page 568-569Annual Report of Bank Mandiri FY 2023, page 651 |
D.2.6 |
Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
Bank Mandiri regulates the concurrent position for Board of Commissioners and Board of Directors based on applicable laws and regulations as mentioned in :
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Article of Association of Bank Mandiri FY 2023, article 11 section 28Article of Association of bank Mandiri FY 2023, article 14 section 29Annual Report of Bank Mandiri FY 2023, page 573-575Annual Report of Bank Mandiri FY 2023, page 651-652 |
D.2.7 |
Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? |
None of the Board of Directors members having double position in other Companies/ Institutions as stated in :
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Article of Associaion of Bank Mandiri FY 2023, article 11 section 24Annual Report of Bank Mandiri FY 2023, page 651-652Annual Report of Bank Mandiri FY 2023, page 659-660 |
Nominating Committee |
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D.2.8 |
Does the company have a Nominating Committee ? |
Bank Mandiri have Remuneration and Nomination Committee as Committee to assissting the Board of Commissioners in its oversight functions and ensure the objective, efficient, and effective execution of the nomination and remuneration determination processes for strategic management positions :
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Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 604-609 |
D.2.9 |
Is the Nominating Committee comprised of a majority of independent directors/commissioners? |
Composition of members of Remuneration and Nomination Committee of Bank Mandiri is comply with the Regulation of Financial Services Authority (OJK) POJK No. 17 2023 regarding Implementation of Good Corporate Governance for Commercial Bank. The composition of Remuneration and Nomination is mentioned in :Annual report of Bank Mandiri FY 2023, page 604-605 |
Annual Report of Bank Mandiri FY 2023, page 604-605 |
D.2.10 |
Is the chairman of the Nominating Committee an independent director/commissioner? |
The Chairman of the Remuneration and Nomination Committee of Bank Mandiri is Mr. Muhamad Chatib Basri, President Commissioners and Independent Commissioner of Bank Mandiri as indentified in :
|
Good Corporate Goverance menu - Governance Structure - Board of Comissionaires Committee - Committee Compositionhttps://www.bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 605 |
D.2.11 |
Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? |
Bank Mandiri has disclosed Nomination Committee Charter through :
|
Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 606Annual Report of Bank Mandiri FY 2023, page 604-613 |
D.2.12 |
Is in the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? |
Related to nomination function, the highlight of duties and responsibilities of Remuneration and Nomination is as follows :
In line with the description of duties and responsibilities for nomination function as explained above, Bank Mandiri has disclosed that Remuneration and Nomination Committee held meeting spesifically for Nomination Agenda more than twice in 2023 as as reflected in information of meeting agenda as follow :
Bank Mandiri also diclosed the details of attendance and list of meeting as mentioned above in Annual report of Bank Mandiri FY 2023 page 609 |
Annual Report of Bank Mandiri FY 2023, page 606Annual Report of Bank Mandiri Fy 2023, page 609 |
Remuneration Committee/ Compensation Committee |
|||
D.2.13 |
Does the company have a Remuneration Committee? |
Bank Mandiri have Remuneration and Nomination Committee as Committee to assissting the Board of Commissioners in its oversight functions and ensure the objective, efficient, and effective execution of the nomination and remuneration determination processes for strategic management positions :
|
Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 604-613 |
D.2.14 |
Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners ? |
Composition of members of Remuneration and Nomination Committee of Bank Mandiri is comply with the Regulation of Financial Services Authority (OJK) POJK No. 17 2023 regarding Implementation of Good Corporate Governance for Commercial Bank. The composition of Remuneration and Nomination is mentioned in :Annual report of Bank Mandiri FY 2023, page 604-605 |
Annual Report of Bank Mandiri FY 2023, page 604-605 |
D.2.15 |
Is the chairman of the Remuneration Committee an independent director/commissioner? |
TThe Chairman of the Remuneration and Nomination Committee of Bank Mandiri is Mr. Muhamad Chatib Basri, President Commissioners and Independent Commissioner of bank Mandiri as indentified in :
|
Good Corporate Goverance menu - Governance Structure - Board of Comissionaires Committee - Committee Compositionhttps://www.bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 605 |
D.2.16 |
Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? |
Bank Mandiri has disclosed Remuneration Committee Charter through :
|
Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 604-609 |
D.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? |
Related to Remuneration function, the highlight of duties and responsibilities of Remuneration and Nomination is as follows :
As written in detail in Annual Report of Bank Mandiri FY 2023, page 606-607 (Remuneration and Nomination Committee Duties and Responsibilities - Related to Remuneration Function)In line with the description of duties and responsibilities for nomination function as explained above, Bank Mandiri has disclosed that Remuneration and Nomination Committee held meeting spesifically for Nomination Agenda more than twice in 2023 as as reflected in information of meeting agenda as follow :
Bank Mandiri also diclosed the details of attendance and list of meeting as mentioned above in Annual report of Bank Mandiri FY 2023 page 609 |
Annual Report of Bank Mandiri FY 2023, page 609Annual Report of Bank Mandiri FY 2023, page 606-607 |
Audit Committee |
|||
D.2.18 |
Does the company have an Audit Committee? |
Bank Mandiri has Audit committee as disclosed in :
|
Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 594-603 |
D.2.19 |
Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
Composition of members of Audit Committee consists of 5 (five) Independent Commissioners and 2 (two) Independent Parties, as disclosed in :
|
Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/committee-compositionAnnual Report of Bank Mandiri FY 2023, page 595 |
D.2.20 |
Is the chairman of the Audit Committee an independent director/commissioner? |
The Chairman of the Audit Committee of Bank Mandiri is Mr. Heru Kristiyana, Independent Commissioner of Bank Mandiri as indentified in :
|
Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/committee-compositionAnnual Report of Bank Mandiri FY 2023, page 595 |
D.2.21 |
Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
Bank Mandiri has disclosed Audit Committee Charter through :
|
Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 596-599 |
D.2.22 |
Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
|
Bank Mandiri Website https://bankmandiri.co.id/en/web/gcg/governance-structureAnnual Report of Bank Mandiri FY 2023, page 599Annual Report of Bank Mandiri FY 2023, page 600 |
D.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 agenda, frequencies and attendance of Audit Committee has disclosed in the Annual report of Bank Mandiri. In 2023, Audit Committee has held 28 (twenty eight) meeting as disclosed in :
|
Annual Report of Bank Mandiri FY 2023, page 601Annual Report of Bank mandiri FY 2023, page 602 |
D.2.24 |
Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? |
Bank Mandiri Audit Committee have primary responsibility to provide recommendation o the Board of Commissioners on Appointment of Public Accountant (AP) and Public Accounting Firm (KAP) also termination of AP and KAP as disclosed in :Annual Report of Bank Mandiri FY 2023, 597-598 (Duties and Responsibilities of the Audit Committee, poin 2. Internal Control, sub poin c. external Audit) |
Annual report of Bank Mandiri FY 2023, page 597-598Annual Report of Bank Mandiri FY 2023, page 594-603 |
D.3 Board Processes
|
|||
D.3.1 |
Are the board of directors meeting scheduled before the start of financial year? |
Board of Directors has scheduled meeting for the following year before end of each fiscal year, as detailed in:
|
Annual Report of Bank Mandiri FY 2023, page 660-676Charter of Board of Director |
D.3.2 |
Does the board of directors/commissioners meet at least six times during the year? |
in 2023, the frequency meeting of the Board of Directors and Board of Commissioners as follow :
|
Annual Report of Bank Mandiri FY 2023, page 660-676Annual Report of Bank Mandiri FY 2023, page 578-581 |
D.3.3 |
Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
The attendance of each Board of Directors and Board of Commissioners in meeting is exceed 75% of all the Board meeting held during year as disclosed in :
|
Annual Report of Bank Mandiri FY 2023, page 581Annual Report of Bank Mandiri Fy 2023, page 673-674 |
D.3.4 |
Does the company require a minimum quorum of at least 2/3 for board decisions? |
The meeting of the Board of Commissioners is legal and has the right to make binding decisions if 2/3 of the total members of the total members of the Board of Commissioners are present or represented at the meeting :Annual Report of Bank Mandiri FY 2023, page 578 (Board Of Commissioners Meeting)The Board of Directors Meetings are legal and have the right to make binding decisions when attended or represented by more than 2/3 of members of the Board of Directors :Annual Report of Bank Mandiri FY 2023, page 660 (Board of Directors Meetings) |
Annual Report of Bank Mandiri FY 2023, page 578Annual Report of Bank Mandiri FY 2023, page 660 |
D.3.5 |
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? |
Bank Mandiri regulated that The Board of Commissioners meeting as follow :
|
Annual Report of Bank Mandiri FY 2023, page 578Annual Report of Bank Mandiri FY 2023, page 660Annual Report of Bank Mandiri FY 2023, page 579-581Annual Report of Bank Mandiri FY 2023, page 660-674 |
Access to information |
|||
D.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 Meeting shall be distributed to all meeting participant at the latest of 5 (five) business days prior to the meeting, as mentionded in :Annual Report of Bank Mandiri FY 2023, page 578-579 (Board of Commissioners Meeting)Material for the Board of Directors Meeting shall be delivered to all participants 5 (five) working days prior to the meeting, as mentioned in :Annual Report of Bank Mandiri FY 2023, page 660 (Board of Directors Meetings |
Annual Report of Bank Mandiri FY 2023, page 578-579Annual Report of Bank Mandiri FY 2023, page 660Annual Report of Bank Mandiri FY 2023, page 578-581Annual Report of Bank Mandiri FY 2023, page 660-674 |
D.3.7 |
Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
Corporate Secretary holds significant role to support the management in carrying out its responsibilities.Annual Report of Bank Mandiri FY 2023, page 716-728 (Corporate Secretary) |
Annual Report of Bank Mandiri FY 2023, page 716-728 |
D.3.8 |
Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? |
Corporate Secretary Competence Development and Educational program is mentioned in :
|
Annual Report of Bank Mandiri FY 2023, page 243Annual Report of Bank Mandiri FY 2023, page 716-717 |
Board Appointments and Re-Election |
|||
D.3.9 |
Does the company disclose the criteria used in selecting new directors/commissioners? |
Bank Mandiri has disclosed the criteria used in selection of Board of Directors/ Board of Commissioners in the Annual Report and Website of Bank Mandiri, as mentioned under :
|
Annual Report of Bank Mandiri FY 2023, page 569Annual Report of Bank Mandiri FY 2023, page 651Board of Commissioners Selection Criteria (website)Board of Directors Selection Criteria (website) |
D.3.10 |
Did the company describe the process followed in appointing new directors/commissioners? |
Bank Mandiri has disclosed process for appointment of Board of Directors and Board of Commissioners as mentioned in :
|
Annual Report of Bank Mandiri FY 2023, page 569-570Annual Report of Bank Mandiri FY 2023, page 651-653 |
D.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? 2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
Term of office for members of Board of Commissioners and Board of Directors at maximum 5 years and may be reappointed by GMS for another 1 (one) term of office as mentioned in :
|
Article of Association of Bank Mandiri FY 2023, Article 11, point 12Article of Association of Bank Mandiri FY 2023, Article 14, point 14Law No. 19 of 2003 Indonesia State Owned Enterprises, Chapter16, section 4Law No. 19 of 2003 Indonesia State Owned Enterprises, Chapter 28, section 3 Annual Report of Bank Mandiri FY 2023, page 568-569Annual Report of Bank Mandiri FY 2023, page 651 |
Remuneration Matters |
|||
D.3.12 |
Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
Shareholders approved remuneration for the Board of Directors and Board of Commissioners as mentioned in :
|
Bank Mandiri 2024 AGMS Result - Third AgendaBank Mandiri 2024 AGMS HighlightAnnual Report of Bank Mandiri FY 2023, page 554Annual Report of Bank Mandiri FY 2023, page 559 |
D.3.13 |
Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? |
Company have measurable standards to align the performance based remuneration as disclosed in :
|
Annual Report of Bank Mandiri FY 2023, page 640-641Annual Report of Bank Mandiri FY 2023, page 643Annual Report of Bank Mandiri FY 2023, page 647 |
Remuneration Matters |
|||
D.3.14 |
Does the company have a separate internal audit function? |
Bank Mandiri have separate internal audit function :
|
Annual Report of Bank Mandiri FY 2023, page 732-738 |
D.3.15 |
Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? |
Bank Mandiri disclosed the profile of head Internal Audit as mentioned in :
|
Annual Report of Bank Mandiri FY 2023, page 732-738 |
D.3.16 |
Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
The Chief Audit Executive is appointed and dismissed and is directly responsible to the President Director with the approval of the Board of Commissioners by considering the Audit Committee recommendations and subsequently reported to the OJK.Annual Report of Bank Mandiri FY 2023, page 734 (Parties in Charge of the Appointment and Dismissal of the Head of Internal Audit) |
Annual Report of Bank Mandiri FY 2023, page 734Annual Report of Bank Mandiri FY 2023, page 732-738 |
Risk Oversight |
|||
D.3.17 |
Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? |
Bank Mandiri has established Risk Management Framework and Internal Control. Risk Management Framework and Internal Control System is also periodically reviewed as disclosed in :
|
Annual Report of Bank Mandiri FY 2023, page 743-748Annual Report of Bank Mandiri FY 2023, page 808-811 |
D.3.18 |
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 Mandiri has established Risk Management Framework and Internal Control. Risk Management Framework and Internal Control System is also periodically reviewed as disclosed in :
|
Annual Report of Bank Mandiri FY 2023, page 744-745Annual Report of Bank Mandiri Fy 2023, page 745-746Annual Report of Bank Mandiri FY 2023, page 747Annual Report of Bank Mandiri FY 2023, page 748Annual Report of Bank Mandiri FY 2023, page 759Annual Report of Bank Mandiri FY 2023, page 809Annual Report of Bank Mandiri FY 2023, 835 |
D.3.19 |
Does the company disclose the key risks to which the company is materially exposed to (i.D. financial, operational including IT, environmental, social, economic)? |
Bank Mandiri has disclosed Company key risk as mentioned in :
|
Annual Report of Bank Mandiri FY 2023, page 818-833Annual Report of Bank Mandiri FY 2023, page 500-505 |
D.3.20 |
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? |
Statement of Audit Committee on Effectiveness of Internal Control Systems and Risk Management :The internal control system conducted by Bank Mandiri is considered effective and proper, reflected in the implementation of internal control functions, i.e. internal audit, risk management, compliance, financial and operational control functions.
|
Annual Report of Bank Mandiri FY 2023, page 603Annual Report of Bank Mandiri FY 2023, page 835 |
D.4 People on the BoardBoard Chairman |
|||
D.4.1 |
Do different persons assume the roles of chairman and CEO? |
Positions of President Director and President Commissioner of Bank Mandiri held by different parties. In this case position of President Director is held by Mr. Darmawan Junaidi and President Commissioner were held by Mr. Muhamad Chatib Basri.
|
Annual Report of Bank Mandiri FY 2023, page 130-142Annual Report of Bank Mandiri FY 2023, page 143-156 |
D.4.2 |
Is the chairman an independent director/commissioner? |
President Commissioner of Bank Mandiri is an Independent Commissioner.
|
Annual Report of Bank Mandiri FY 2023, page 130-142Bank Mandiri 2024 AGMS Result |
D.4.3 |
Is any of the directors a former CEO of the company in the past 2 years? |
No Board Directors previously positioned as President Director in the last 2 (two) years, as disclosed in :Annual Report of Bank Mandiri FY 2023, page 143-156 (Profile of the Board of Directors) |
Annual Report of Bank Mandiri FY 2023, page 143-156 |
D.4.4 |
Are the role and responsibilities of the chairman disclosed? |
Bank Mandiri has disclosed Duties and Responsibilities of President CommissionerAnnual Report of Bank Mandiri FY 2023, page 566 (Duties and Responsibilities of President Commissioner) |
Annual Report of Bank Mandiri FY 2023, page 566 |
Lead Independent Director |
|||
D.4.5 |
If the Chairman is not independent, has the board appointed a lead/senior independent director and has/his role been definited ? |
President Commissioner of Bank Mandiri is an Independent Commissioner, as disclosed in :
|
Annual Report of Bank Mandiri FY 2023, page 130-142Bank Mandiri 202 AGMS Result |
Skills and Competencies |
|||
D.4.6 |
Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? |
More than one members of Board of Directors and Board of Commissioners have working experiences in banking sector, as mentioned under:
|
Annual Report of Bank Mandiri FY 2023, page 130-142Annual Report of Bank Mandiri FY 2023, page 143-156Annual Report of Bank Mandiri FY 2023, page 636-639 |
D.5 Board PerformanceDirectors Development |
|||
D.5.1 |
Does the company have orientation programmes for new directors/commissioners? |
Bank Mandiri has disclosed orientation program for the new Board of Directors and Board of Commissioners :
|
Annual Report of Bank Mandiri FY 2023, page 578Annual Report of bank Mandiri FY 2023, page 655-656 |
D.5.2 |
Does the company have a policy that encourages directors/commissioners to attend on-going or continous professional education programmes ? |
Bank Mandiri has determined policies encouraging Management to join professional education programs.
|
Annual Report of Bank Mandiri FY 2023, page 227-229Annual Report of Bank Mandiri FY 2023, page 230 |
CEO/Executive Management Appointments and Performance |
|||
D.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 Mandiri has disclosed planning process carried out by Board of Directors and Board of Commissioners related to succession of President Director and other members of Board of Directors, as mentioned in :Annual Report of Bank Mandiri FY 2023, page 611-613 (Board of Directors Succession Policy) |
Annual Report of Bank Mandiri FY 2023, page 611-613 |
D.5.4 |
Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
An evaluation of the Board of Directors’ performance is based on the achievement (KPI) previously agreed through the GMS mechanism by the Shareholders, the Board of Commissioners, and the Board of Directors.
|
Annual Report of Bank Mandiri FY 2023, page 56Annual Report of Bank Mandiri FY 2023, page 587-588Annual Report of Bank Mandiri FY 2023, page 676-678 |
Board Appraisal |
|||
D.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 Mandiri has disclosed the criteria used in performance assessment for Board of Directors and Board of Commissioners in the Annual Report of Bank Mandiri :
|
Annual Report of Bank Mandiri FY 2023, page 56Annual Report of Bank Mandiri FY 2023, page 587-588Annual Report of Bank Mandiri FY 2023, page 676-678 |
Director Appraisal |
|||
D.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 Mandiri has disclosed the criteria used in performance assessment for Board of Directors and Board of Commissioners.
|
Annual Report of Bank Mandiri FY 2023, page 56Annual Report of Bank Mandiri FY 2023, page 587-588Annual Report of Bank Mandiri FY 2023, page 676-678 |
Committee Appraisal |
|||
D.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 Mandiri conduct an annual performance assessment of the Board Committees and disclose the criteria and process in the Annual Report
|
Annual Report of Bank Mandiri FY 2023, page 588-589Annual Report of Bank Mandiri FY 2023, page 678-680 |
Level 2 - Bonus Items
Level 2 - Bonus Items
|
Part |
Items |
BMRI Practice Year 2023 |
Source Information |
|---|---|---|---|
(B)A. Right of Shareholder |
|||
(B)A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting. |
|||
(B)A.1.1 |
Does the company practice secure electronic voting in absentia at the general meetings of shareholders? |
Voting procedure in General Meeting of Shareholders is performed by cards and Electronic Voting
|
Bank Mandiri 2024 AGMS AnnouncementBank Mandiri 2024 AGMS Code of Conduct |
(B)A.2 Equitable treatment of shareholders |
|||
(B)A.2 Notice of AGM |
|||
(B)A.2.1 |
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? |
|
Bank mandiri 2024 AGMS AnnouncementBank Mandiri 2024 AGMS InvitationBank Mandiri 2024 AGMS Code of Conduct |
(B)B. Sustainability and Resilience |
|||
(B)B.1.1 |
Does the company disclose how it manages climate-related risks and opportunities? |
Bank Mandiri diclose how to manages climate - related risk and opportunities as mentioned in :
|
Sustainability Report of Bank Mandiri FY 2023, page 84Sustainability Report of bank Mandiri FY 2023, page 85Sustainability Report of Bank Mandiri FY 2023, page 86-88Sustainability Report of Bank Mandiri FY 2023, page 278-280Annual Report of Bank Mandiri FY 2023, page 830-833 |
(B)B.1.2 |
Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured? |
Bank Mandiri Sustainability Report is assured by independent, competent and qualified assurance as disclosed in :
|
Sustainability Report of Bank Mandiri FY 2023, page 298Sustainability Report of Bank Mandiri FY 2023, page 336-337Sustainability Report of bank Mandiri FY 2023, page 347-348 |
(B)B.1.3 |
Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? |
Bank Mandiri disclose the engagement channel for stakeholder to give feedback and concern about ESG matters as disclosed in :
|
Sustainability Report of Bank Mandiri FY 2023, page 298Sustainability Report of Bank Mandiri FY 2023, page 334-335Bank Mandiri Website - ESG-contact & info
|
(B)B.1.4 |
Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters? |
Bank Mandiri have specific unit as control tower for ESG matters called ESG Group as disclosed in :
|
Sustainability Report of Bank Mandiri FY 2023, page 263-267Annual Report of Bank Mandiri FY 2023, page 987-989Bank Mandiri Website - ESG-gcg-structure
|
(B)B.1.5 |
Does the company disclose board of directors/commissioners' oversight of sustainability-related risks and opportunities? |
Bank Mandiri has disclosed the Board of Directors and Board of Commissioners oversight on sustainability-related risks and opportunities as mentioned in :
|
Annual Report of Bank Mandiri FY 2023, page 832Sustainability Report of Bank Mandiri FY 2023, page 129Sustainability Report of Bank Mandiri FY 2023, page 277 |
(B)B.1.6 |
Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? |
There is linkage between determination of Remuneration and ESG Risk in the company as identified as follow :
|
Sustainability Report of Bank Mandiri FY 2023 page 256Sustainability Report of Bank Mandiri FY 2023, page 275 |
(B)B.1.7 |
Is the company’s Whistle Blowing System managed by independent parties / institutions? |
Bank Mandiri Whistleblowing system is managed by independent party (PT. Deloitte Advis Indonesia) as disclosed in :
|
Sustainability Report of Bank Mandiri FY 2023, page 290Annual Report of Bank Mandiri FY 2023, page 786-788Annual Report of Bank Mandiri FY 2023, page 983 |
(B)C. Disclosure and transparency |
|||
(B)C.1 Quality of Annual report |
|||
(B)C.1.1 |
Are the audited annual financial report /statement released within 60 days from the financial year end? |
Bank Mandiri has published audited Financial Statement year 2023 on January 31, 2024 (31 days after financial year end) through Bank Mandiri Website and Newspaper (Bisnis Indonesia and Jakarta Post) |
Bank Mandiri Website - Audited Financial 2023https://bankmandiri.co.id/en/web/ir/audited-financialsAnnual Report of Bank Mandiri FY 2023, page 1055-1511 |
(B)D. Responsibilities of the Board |
|||
(B)D.1 Board Competencies and Diversity |
|||
(B)D.1.1 |
Does the company have at least one female independent director/commissioner? |
Bank Mandiri have 1 (one) female independent commissioner, namely Ibu Loeke Larasati AgoestinaAnnual Report of Bank Mandiri FY 2023, page 130-142 (Profile of the Board of Commissioners) |
Bank Mandiri Website - Board of Commissioners
|
(B)D.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 Mandiri Diversity Of The Board Of Commissioners And Directors policies has disclosed in Annual Report of bank Mandiri FY 2023. page 636-639 (Diversity of the Board of Commissioners and Directors) |
Annual Report of bank Mandiri FY 2023, page 636-639 |
(B)D.2 Board Structure |
|||
(B)D.2.1 |
Does the Nominating Committee comprise entirely of independent directors/ commissioners? |
Composition of members of the Independent Commissioners under Nomination Committee as of 31 December 2023 is 3 (three) person from 6 (six) members of Nomination and Remuneration Committee, as well as according to POJK Number 17 2023 regarding Implementation of Good Corporate Governance for Commercial Banks (Annual Report of Bank Mandiri FY 2022, page 604-605) |
Annual Report of bank Mandiri FY 2023, page 604-605 |
(B)D.2.2 |
Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? |
|
Bank Mandiri Website - Remuneration & Nomination Committee
Charter
|
(B)D.3 Board Appointments and Re-Election |
|||
(B)D.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? |
the Ministry of SOEs will evaluate the list of top talents and assign one of the institutions organizing the talent assessment of the Directors of the Ministry of SOEs. The candidates that obtain recommendations from the Assessor Service Company will be reported by the Remuneration and Nomination Committee to the Board of Commissioners as the candidates for submission to the GMS.Annual Report of Bank Mandiri FY 2023, page 611-613 |
Annual Report of Bank Mandiri FY 2023, page 611-613 |
(B)D.4 Board Structure & Composition |
|||
(B)D.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? |
As of 31 December 2023, the total number of Bank Mandiri Board of Commissioners is 11 (eleven) person, which consists of 6 (six) independent Commissioners and 5 (five) Commissioners. It shows that in 2023, Bank Mandiri Independent Commissioners make up more that 50% of the Board of Commissoner as mentioned in :
As additional information, Based on AGMS held on 7 March 2024. Majority votes agree on the proposal of Changes in Composition of Board Management, which resulting changes in Composition in BOC to be 5 (five) person as an independent Commissioners and 5 (five) person as Commissioners) |
Annual Report of Bank Mandiri FY 2023, page 63-64Annual Report of Bank Mandiri FY 2023, page 130-142 |
(B)D.5 Risk Oversight |
|||
(B)D.5.1 |
Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? |
Bank Mandiri has disclosed the Boards seriousness and involvement in identified key risk related to information technology as identified in :
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Annual Report of Bank Mandiri FY 2023, page 499Annual Report of Bank Mandiri FY 2023, page 500-502Annual Report of Bank Mandiri FY 2023, page 502Annual Report o Bank Mandiri FY 2023, page 694-969Sustainability Report of Bank Mandiri FY 2023, page 133 |
(B)D.6 Board Performance |
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(B)D.6.1 |
Does the company have a separate board level Risk Committee? |
Bank Mandiri have separate Board level risk Committee as follow :
Details information regarding Bank Mandiri Risk Committee under BOC and BOD is disclosed in :Annual Report of Bank Mandiri FY 2023 pages 128-129, 543, 614-621, 698-700, 706-709 |
Annual Report of Bank Mandiri FY 2023, page 128-129Annual Report of Bank Mandiri FY 2023, page 543Annual Report of Bank Mandiri FY 2023, page 614-621Annual Report of Bank Mandiri FY 2023, page 698-700Annual Report of Bank Mandiri FY 2023, page 706-709 |
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