ASEAN CG Scorecard - GCG
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A. Right of Shareholders
A. Right of Shareholders
B. Equitable Treatment of Shareholder
B. Equitable Treatment of Shareholder
C. Role of Stakeholders
C. Role of Stakeholders
Part | Items | BMRI Practice Year 2019 | Source Information |
|---|---|---|---|
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. (Does the company disclose a policy AND PRACTICES that ADDRESS) | |||
C.1.1 | The existence and scope of the company's efforts to address customers' welfare? | Policy and Implementation:
| Corporate Social Responsibilities to CustomersStakeholder EngagementIndividual MenuBusiness MenuPriority Menu |
C.1.2 | Supplier/contractor selection procedures? | Corporate Social Responsibilities to Suppliers - Annual Report of Bank Mandiri FY 2019, page 780 - 785 | Annual Report of Bank Mandiri FY 2019 |
C.1.3 | The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? | Policy and Implementation:Corporate Social Responsibilities to he Environment (Annual Report of Bank Mandiri FY 2019 page 751 - 758 | Corporate Social Responsibilities Related to the Environment |
C.1.4 | The company's efforts to interact with the communities in which they operate? | Policy and Implementation :Corporate Social Responsibilities Related to Social and Community Development - Annual Report of Bank Mandiri FY 2019, page 773 - 779 | Corporate Social Responsibilities Related to Social and Community Development |
C.1.5 | The company's anti-corruption programmes and procedures? | Implementation of Anti-Corruption Strategy :
| Anticorruption and antifraud policy (OJK Recommendation)Management of Gratification Control |
C.1.6 | How creditors' rights are safeguarded? |
| Creditor's Rights Policy (website)Creditor’s Rights (OJK Recommendation)Bondholder's Right |
C.1.7 | Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? | Bank Mandiri has made a separated report discussing contribution of Bank Mandiri in environmental/economic and social management, comprising Sustainability Report that may be downloaded from Bank Mandiri Website.(Bank Mandiri Website) | Sustainability Report Bank Mandiri |
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights. | |||
C.2.1 | 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 provides contact details through Bank Mandiri's website or Annual Report, where stakeholders may submit their criticisms and suggestions, as outlined in :
| Customer ComplaintContact Us |
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop. | |||
C.3.1 | 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 :
| Process and Policy Human CapitalPerformance and Reward ManagementProvision of Healthcare FacilitiesCorporate Social Responsibilities related to Employment, Health and Safety |
C.3.2 | Does the company explicitly disclose the policies and practices on training and development programmes for its employees? | Bank Mandiri has disclosed Policy and Implementation of employee training and development as follows :
| Performance and Reward ManagementDesign for Human Capital Training & DevelopmentCompetence Development for Employee |
C.3.3 | Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? | Bank Mandiri has policies regarding reward / compensation based on performance, as included in:
| Annual Report of Bank Mandiri FY 2019Performance and Reward Management |
C.4 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. | |||
C.4.1 | Does the company have a whistleblowing policy which include procedures for complaints by employees and other stakeholders concerning illegal and unethical behaviour and provide contact details via the company's website or annual report? | Bank Mandiri has owned and disclosed the policy regarding :
| Whistleblowing System (web)Management of Gratification Control |
C.4.2 | Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behaviour from retaliation? | Bank Mandiri has established procedures for protection of employees reporting activities that violate code of ethics as included in :
| Whistle blowing SystemProtection for Whistleblower |
D. Disclosure and Transparency
D. Disclosure and Transparency
Part | Items | BMRI Practice Year 2019 | Source Information |
|---|---|---|---|
D.1 Transparent Ownership Structure | |||
D.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 2019 regarding Shareholder Composition(Annual Report of Bank Mandiri FY 2019 , pages 130 - 132) | Shareholders' Composition |
D.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 to in the Annual Report of Bank Mandiri FY 2019 regarding Shareholder Composition pages 130 -132 | Shareholders’ Composition |
D.1.3 | Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? | Bank Mandiri has disclosed information regarding share ownership and options of Board of Directors / Board of Commissioners in the Annual Report of Bank Mandiri FY 2019
| Stock Ownership of the Board of CommissionersBoard of Directors Shareholding |
D.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 in the Annual Report of Bank Mandiri FY 2019.
| ESOP/MSOP |
D.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 2017, as mentioned under :
| Company Group StructureNames and Addresses of Subsidiaries, Associates, Overseas Branch Offices, and Regional Offices |
D.2 Quality of Annual ReportDoes the company's annual report disclose the following item : | |||
D.2.1 | Corporate objectives |
| Vision, Mission and Corporate CultureCompany Strategy |
D.2.2 | Financial performance indicators |
| Key Financial HighlightsMarket ShareFinancial Review |
D.2.3 | Non-financial performance indicators |
| Operational HighlightASEAN CG Scorecard AssessmentCustomer Satisfaction and Experience Survey ResultMarket Share |
D.2.4 | Dividend policy |
| Annual Report Bank Mandiri FY 2019Bank Mandiri Website |
D.2.5 | Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners |
| Board of Commissioners' ProfileBoard of Directors ProfilePolicies on Diversity of Board of Commissioners |
D.2.6 | Attendance details of each director/commissioner in all directors/commissoners meetings held during the year |
| Board of Commissioners MeetingBoard of Directors Meeting |
D.2.7 | Total remuneration of each member of the board of directors/commissioners | Bank Mandiri has disclosed Total Remuneration for Board of Directors and Board of Commissioners as stated in the Annual Report of Bank Mandiri as follows :Policy and Remuneration of the Board of Commissioners and The Board of Directors - Annual Report of Bank Mandiri FY 2019, page 622 - 628 | Annual Report of Bank Mandiri FY 2019 |
Corporate Governance Confirmation Statement | |||
D.2.8 | 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? | Statements regarding implementation of Governance have been included in the Annual Report of Bank Mandiri FY 2019 as mentioned in :Statement of Good Corporate Governance Implementation - Annual Report of Bank Mandiri FY 2019, page 725In addition, Bank Mandiri has included information by reference to FSA regulation regarding Aspect and Principle of Corporate Governance Implementation According to Financial Service Authority (comply or explain) as mentioned in :Aplication of Open Corporate Governance Guidelines - Annual Report of Bank Mandiri FY 2019, page 707-717 | Statement of Good Corporate Governance Implementation
|
D.3 Disclosure of related party transactions (RPT ) | |||
D.3.1 | Does the company disclose its policy covering the review and approval of material/significant RPTs? | Transaction Policies with the Related Parties of Bank Mandiri are as follows :
(Transaction Policy with Related Parties - Bank Mandiri Website)Referring to Bank Mandiri's internal policy, it is stated that the policy of providing funds to related parties shall not be contrary to the general procedure of granting the provision of funds in force and shall continue to provide a reasonable benefit to the company, the provision shall also be subject to the approval of the Board of Commissioners. | Transaction Policy with Related PartiesTransaction Containing Conflict of Interest and/or transaction with Affiliated Entities |
D.3.2 | Does the company disclose the name, relationship, nature and value for each significant/material RPTs? | Bank Mandiri has disclosed information about Related Parties Transaction as mentioned in:
| Related Party Transaction |
D.4 Does the company disclose trading in the company's shares by insiders? | |||
D.4.1 | Does the company disclose trading in the company's shares by insiders ? | Bank Mandiri has disclosed information as referred to in the Annual Report of Bank Mandiri FY 2019, as mentioned in :
(Annual Report of Bank Mandiri FY 2019, page 133) | Board of Commissioners and Directors’ Share Trading |
D.5 External auditor and Auditor ReportWhere the same audit firm is engaged for both audit and non-audit services | |||
D.5.1 | Are the audit and non-audit fees disclosed ? | In 2019, The fees for services provided by Purwanto, Sungkoro & Surja Public Accountant Office for fiscal year 2019 received Rp12,607,100,000 (including OPE and VAT) consisting of Audit Fees on Financial Statements totaling Rp11,703,932,075 (including OPE and VAT) and an additional price of Rp903 .167,925 (including OPE and VAT) for other service fees provided. | Audit Fee |
D.5.2 | Does the non-audit fee exceed the audit fees ? | Non-audit fee amounted to Rp903 .167,925 did not exceed the audit fee which amounted to Rp12,607,100,000 (Annual Report of Bank Mandiri FY 2019, page 630). | Non Audit Fee |
D.6 Medium of communications | |||
D.6.1 | Quarterly reporting | Bank Mandiri uses Quarterly Financial Report as communication media with the shareholders and stakeholders. Such quarterly reports may be downloaded on Bank Mandiri Website, | Quarterly Financials |
D.6.2 | Company website | Bank Mandiri uses Company Website as communication medium, which may be accessed through : www.bankmandiri.co.id(Bank Mandiri's Website) | Bank Mandiri Website |
D.6.3 | Analyst's briefing | Bank Mandiri prepares Analyst's Meeting as a communication medium. Such information may be accessed through Bank Mandiri Website. | Corporate Presentation |
D.6.4 | Media briefings /press conferences | Bank Mandiri uses press release media as communication medium. The information may be accessed through :
| Press ReleaseNews Release |
D.7 Timely filing/release of annual/financial reports | |||
D.7.1 | Are the audited annual financial report / statement released within 120 days from the financial year end? | Bank Mandiri has published Financial Statement Year 2019 on 24 January 2019 (within 120 days) through :the Print Media The Jakarta Post | The Jakarta Post |
D.7.2 | Is the annual report released within 120 days from the financial year end? | Bank Mandiri has published Annual Report FY 2018 through Bank Mandiri Website and Indonesia Stock Exchange Website on April 24th, 2019, within 120 days from the December 31st, 2018.
| Bank Mandiri WebsiteIDX WebsiteBank Mandiri's Letter to OJK Number HBK.CSC/CMA.865/2019 |
D.7.3 | 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? | Information as referred to under the Annual Report of Bank Mandiri FY 2018 in : | Board of Director's Statement |
D.8 Company website (Does the company have a website disclosing up-to-date information on the following:)Does the company have a website disclosing up-to-date information on thefollowing: | |||
D.8.1 | Financial statements/reports (latest quarterly) | Bank Mandiri has disclosed latest quarterly Financial Statements / Reports on Bank Mandiri Website. | Quarterly Financials |
D.8.2 | Materials provided in briefings to analysts and media | Bank Mandiri disclosed the Information which is provided in Analyst's Meeting available in Bank Mandiri Website. | Corporate Presentations |
D.8.3 | Downloadable annual report | Bank Mandiri has disclosed Annual Report downloadable in Bank Mandiri Website. | Annual Report |
D.8.4 | Notice of AGM and/or EGM | Bank Mandiri has disclosed Summons for the AGMS and the Extraordinary General Meeting of Shareholders (EGMS) in Bank Mandiri Website | AGMSEGMS |
D.8.5 | Minutes of AGM and/or EGM | Bank Mandiri has disclosed Minutes to AGMS and EGMS in Bank Mandiri Website | AGMSEGMS |
D.8.6 | 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 Website | Articles of Association |
D.9 Investor relations | |||
D.9.1 | 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 of contact from Investor Relations Unit available at Bank Mandiri Website.
| Contact UsCompany Information and Data AccessCustomer Complaint Activities |
E. Responsibilities of the Board
E. Responsibilities of the Board
| Part | Items | BMRI Practice Year 2019 | Source Information |
|---|---|---|---|
E.1 Board Duties and ResponsibilitiesClearly defined board responsibilities and corporate governance policy | |||
E.1.1 | Does the company disclose its corporate governance policy / board charter? | Bank Mandiri has disclosed Corporate Governance Policy available at :
| GCG CharterBoard Charter Guidelines and Rules For WorkBoard Charter of The Board of Directors |
E.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 Articles of Association of Bank Mandiri FY 2018 | Articles of Association, Article 12 |
E.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated ? | Tasks and responsibilities of Board of Directors / Board of Commissioners are included in :
| Duties and Responsibilities of Board of DirectorsDuties and Responsibilities of Board of Directors (website)Duties and Responsibilities of Board of CommissionersDuties and Responsibilities of Board of Commissioners (website) |
Corporate Vision/Mission | |||
E.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 2019, page 86-87 | Vission & Mission of Bank Mandiri |
E.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 strategic review process within at least annually.
| Review on Vision and Mission by The Board Commissioner and DirectorReview of Company Annual StrategyArticles of Association, Article 17 |
E.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? | Board of Directors has significant role in company strategic review process within at least annually.
| Review on Vision and Mission by The Board Commissioner and DirectorReview of Company Annual Strategy |
E.2 Board Structure Code of Ethics or Conduct | |||
E.2.1 | Are the details of the code of ethics or conduct disclosed? | Details regarding Code of Conduct are disclosed in :
| Code of Conduct (AR)Code of Conduct (website) |
E.2.2 | Are all the directors/commissioners, senior management and employees required to comply with the code/s? | All Board of Commissioners, Board of Directors and employees of Bank Mandiri must comply with the basic principles of personal and professional conduct.Annual Report of Bank Mandiri FY 2019, page 681 | Compliance with Code of Conduct |
E.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | Bank Mandiri has implementation and monitoring procedures for ethical code compliance to through Disclosure and socialization of ethical codes and Bank Compliance Statement to the Code of Ethics and corporate culture.Annual Report of Bank Mandiri FY 2019, pages 682 | Effort in Implementation and Enforcement of The Code of Conduct |
Board Structure & Composition | |||
E.2.4 | Do Independent directors/ commissioners make up at least 50% of the board of directors/commissioners? | Number and Composition of Board of Commissioners FY 2019 (after changes in composition of Board of Commissioners), indicates that composition of Independent Commissioners is 4 (four) out of 8 eight) or 50% of the members of Board of Commissioners are the Independent Commissioners.
| Bank Mandiri 2020 AGMS ResultBank Mandiri 2020 AGMS HighlightComposition and Basis for Board of Commissioners |
E.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years1 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 |
| Law No. 19 of 2003 Indonesia State-Owned EntitiesExcerpt of Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16Excerpt of Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28Tenure of Board of Commissioners |
E.2.6 | Has the company set a limit of five board seats that an individual independent/ non-executive director/commissioner may hold simultaneously | Information related to double positions of Board of Commissioners / Independent Commissioners presented under:
| Articles of Association, Article 14Concurrent Position of The Board of Commissioners |
E.2.7 | Does the company have the executive directors who serve more than two boards of listed companies outside of the group? | Default by Regulation | Article of Association Bank Mandiri, Article 11Affiliate Relationship of The Board of CommissionersAffiliations of Board of Directors |
E.2.8 | Does the company have a Nominating Committee (NC)? | Bank Mandiri establishes Nomination and Remuneration CommitteeAnnual Report of Bank Mandiri FY 2019, pages 552-564 | Remuneration and Nomination Committee |
E.2.9 | Is the Nominating Committee comprised of a majority of Independent directors/commissioners? | Composition of members of the Independent Commissioners under Remuneration and Nomination Committee is 3 (three) person from 5 (five) members of Remuneration and Nomination Committee, as well as according to POJK No. 55/POJK.06/2016 regarding Implementation of Good Corporate Governance for Commercial Banks.Board of Comissionaires Committee (website) | The Table of the Structure, the Membership and Expertise of the Remuneration and Nomination Committee |
E.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner ? | Chairman of Nomination and Remuneration Committee is a Commissioner namely Mr. Muhamad Chatib Basri.Board of Comissionaires Committee (website) | The Table of the Structure, the Membership and Expertise of the Remuneration and Nomination Committee
|
E.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 :
| Remuneration & Nominating Committee Charter (website)Charter of Remuneration & Nominating Committee (AR) |
E.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? |
| Meeting of Remuneration and Nomination CommitteeRemuneration & Nomination Committee Charter |
E.2.13 | Does the company have a Remuneration Committee? | Bank Mandiri establishes Remuneration and Nomination Committee
| Remuneration & Nomination Committee Charter (website)Remuneration & Nomination Committee |
E.2.14 | Is the Remuneration Committee comprised of a majority of Independent Directors/ Commissioners? | Composition of members of the Independent Commissioners under Remuneration and Nomination Committee is 3 (three) person from 5 (five) members of Remuneration and Nomination Committee, as well as according to POJK No. 55/POJK.06/2016 regarding Implementation of Good Corporate Governance for Commercial Banks.Board of Comissionaires Committee (website) | The Table of the Structure, the Membership and Expertise of the Remuneration and Nomination Committee |
E.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | Chairman of Remuneration and Nomination Committee is Independent Commissioner namely Mr. Muhamad Chatib Basri.Board of Comissionaires Committee (website) | The Table of the Structure, the Membership and Expertise of the Remuneration and Nomination Committee |
E.2.16 | Does the company disclose the terms of reference/governance structure/charter of the Remunerations Committee? | Bank Mandiri has disclosed Nomination Committee Charter through :
| Remuneration & Nominating Committee Charter (website)Charter of Remuneration & Nominating Committee (AR) |
E.2.17 | In the meeting attendance of the Remuneration Committee disclosed and if so, did the Remuneration Committee meet at least twice during the year? |
| Meeting Agenda of Remuneration & Nomination CommitteeRemuneration & Nomination Committee Charter |
Audit Committee | |||
E.2.18 | Does the company have an Audit Committee? | Bank Mandiri has Audit Committee
| Audit Committee Charter (website)Audit Committee |
E.2.19 | Is the Audit Committee comprised entirely of non-executive directors/ commissioners with majority of independent directors/commissioners? | Composition of members of Audit Committee consists of 3 (three) Independent Commissioners, 2 (two) Independent Parties, and 3 Commissioners, and in accordance with the POJK No. 2. 55 / POJK.06 / 2016 on the Implementation of Good Corporate Governance for Commercial Banks.Annual Report of Bank Mandiri FY 2019, page 543-545 | Composition of Committee Audit |
E.2.20 | Is the chairman of the Audit Committee an Independent Director/ Commissioner? | Chairman of Audit Committee is an Independent Commissioner namely Mr. Ardan Adiperdana
| Audit Committee CharterComposition of Audit Committee |
E.2.21 | Does the company disclose the terms of reference/ governance structure/charter of the Audit Committee? | Bank Mandiri has disclosed Charter Audit Committee through:
| Audit Committee Charter (Website)Committee Audit Charter (AR) |
E.2.22 | Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? |
| Audit Committee CharterQualification of Audit Committee |
E.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four during the year |
| Audit Committee MeetingAudit Committee Charter |
E.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | Audit Committee provides recommendations on appointment of Public Accountant and Public Accountant Office to Board of Commissioners to be submitted to GMS.
| Audit Committee CharterDuties & Responsibilities of Audit Committee |
E.3 Board Processes | |||
E.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 :
| Board of Commissioers MeetingBoard of Directors MeetingBoC Meeting Schedule (website)BoD Meeting Schedule (website) |
E.3.2 | Does the board of directors/commissioners meet at least six times during the year? | Board of Directors arranged the Meeting of Board of Directors for 40 times, while Board of Commissioners arranged 36 BoC meetings.
| Board of Commissioers MeetingBoard of Directors Meeting |
E.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 must at least 75% of the all performance of meeting of Board of Directors/ Board of Commissioners.
| Board of Commissioers MeetingBoard of Directors Meeting |
E.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | Meeting of Board of Commissioners will be valid and entitled to take binding resolutions when attended or represented by more than 2/3 (two thirds) of the members of Board of Commissioners
Meeting of Board of Directors is valid and entitled to adopt binding resolutions if more than 2/3 (two thirds) from the total members of Board of Directors attend or represented in the meeting, as mentioned in :
| Board of Commissioners MeetingCharter of Board of CommissionersBoard of Directors MeetingCharter of Board of Directors |
E.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any Executives present? | Board of Commissioners has organized 36 times of Board of Commissioners’ internal meetingsAnnual Report of Bank Mandiri FY 2019 pages 479-494 | Meetings of Board of Commissioners |
Access to information | |||
E.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 participants at the latest of 5 (five) business days prior to the meeting, as mentioned in :
Materials for the scheduled meetings as of referred to under Article 6 section 3 shall be submitted in written to members of the meeting within the latest of 5 (five) business days prior to convening the meeting to each member of Board of Directors, as mentioned in :
| Charter of Board of CommissionersBoard of Commissioners MeetingCharter of Board of DirectorsBoard of Directors Meeting |
E.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 2019, pages 589-592 | Corporate Secretary |
E.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | FY 2019, Corporate Secretary has participated in various trainings.Annual Report of Bank Mandiri FY 2019, page 591 | Competence Development for The Corporate Secretary |
Board Appointments and Re-Election | |||
E.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:
| Criteria for Member of The Board of CommissionersCriteria of the Board of DirectorsBoard of Commissioners Selection Criteria (website)Board of Directors Selection Criteria (website) |
E.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 in the Annual Report and Bank Mandiri Website.
| Nomination and Selection Process of Board of CommissionersBoard of Directors Succession Policy |
E.3.11 | Are all the 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 for another 1 (one) term of office 2(two) times of term of office = maximum 10 years)
| Articles of Association of Bank Mandiri FY 2018, Article 11Articles of Association of Bank Mandiri FY 2018, Article 14Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16, section 4,Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28, section 3 |
Remuneration Matters | |||
E.3.12 | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? | Company has disclosed Remuneration Policy for Board of Directors through :
| Employee Stock Option Program (ESOP)/Management Stock Option Program (MSOP)Remuneration of the Board of Commissioners and The Board of Directors |
E.3.13 | Is there disclosure of the fee structure for non- executive directors/commissioners? | Company has disclosed Remuneration Policy for Board of Commissioners and Board of Director through:Annual Report of Bank Mandiri FY 2019, pages 625-628 | Remuneration anf Facilities of the Board of Commissioners and The Board of Directors |
E.3.14 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? | Shareholders approved remuneration for Board of Directors and Board of Commissioners as included in:Bank Mandiri 2020 AGMS Result – Third Agenda | Bank Mandiri 2020 AGMS ResultBank Mandiri 2020 AGMS Highlight |
E.3.15 | Does the company have measurable standards to align performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses? | Company has size to adjust performance based remunerationAnnual Report of Bank Mandiri FY 2019, pages 627-628 | Variable Remuneration |
Internal Audit | |||
E.3.16 | Does the company have a separate internal audit function? | Bank Mandiri has separate internal audit functionAnnual Report of Bank Mandiri FY 2019, pages 611-616 | Internal Audit |
E.3.17 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | Head of Internal Audit is Mrs. MustaslimahAnnual Report of Bank Mandiri FY 2019, page 612 | Head of Internal Audit |
E.3.18 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | Appointment and Termination of Chief Audit Executive (CEA) presented that Chief Audit Executive (CEA) is appointed and terminated as well as directly responsible to President Director on approval of Board of Commissioners or Audit Committee and furthermore reported to Bank Indonesia, Financial Service Authority (FSA).Annual Report of Bank Mandiri FY 2019, page 612 | Appointing and Dismising Parties of The Head of Internal Audit |
E.3.19 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? (AS REPHRASED BY INDONESIA) | Mandiri has Risk Management Framework and Internal Control System periodically reviewedAnnual Report of Bank Mandiri FY 2019, pages 631-653 | Risk ManagementInternal Control System |
E.3.20 | Does the Annual 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? | Mandiri has Risk Management Framework and Internal Control System periodically reviewed
| The Evaluation of Internal Monitoring System ImplementationThe Evaluation of Risk Management SystemEvaluation of Effectivenes of Compliance Function |
E.3.21 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? (AS REPHRASED BY INDONESIA) | Bank Mandiri has disclosed Company's key risks in the Annual Report of Bank Mandiri FY 2019 pages 640-648 | Management of Risk |
E.3.22 | Does the Annual 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 : | Statement of Internal Control & Risk Management Adequation |
E.4 People on the BoardBoard Chairman | |||
E.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. Royke Tumilaar and President Commissioner were held by Mr. Chatib Basri.
| Board of Commissioners ProfileBoard of Directors ProfileBank Mandiri 2020 AGMS Result |
E.4.2 | Is the chairman an independent director/commissioner? | President Commissioner of Bank Mandiri is an Independent Commissioner.
| Board of Commissioners ProfileBank Mandiri 2020 AGMS Result |
E.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | In the Annual Report FY 2019, no Board of Directors previously positioned as President Director in the last 2 (two) yearsAnnual Report of Bank Mandiri FY 2019, pages 104-116 | Board of Directors Profile |
E.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 2019, page 466 | Duties & Responsibilities of Chairman |
Lead Independent Director | |||
E.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior independent Director and has his/her role been defined? | President Commissioner of Bank Mandiri is an Independent Commissioner.Bank Mandiri 2020 AGMS Result | Bank Mandiri 2020 AGMS Result |
Skills and Competencies | |||
E.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:
| Board of Commissioners ProfileBoard of Directors Profile |
E.5 Board PerformanceDirectors Development | |||
E.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
| Orientation Program of New CommissionersOrientation Program of New Board of Directors |
E.5.2 | 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 determined policies encouraging Management to join professional education programs.
| Competence Development of Board of Commissioners and Board of DirectorsBoard of Commissioners Development ProgramBoard of Directors' Development Program |
CEO/Executive Management Appointments and Performance | |||
E.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? | Perusahaan 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.
| Board of Directors Succession PolicyBoard of Directors Succession Policy (website) |
E.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 2019, page 533-536 | Performance Assessment of the Board of Directors |
Board Appraisal | |||
E.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? (ORIGINAL E.5.6 and E.5.7 MERGED INTO THIS QUESTION - THAILAND IN CHARGE OF MARKING GUIDELINES) | 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 FY 2019.
| Criteria for Performance Evaluation of The Board of CommissionersCriteria of Performance Evaluation of The Board of Directors |
Director Appraisal | |||
E.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? (ORIGINAL E.5.8 and E.5.9 MERGED INTO THIS QUESTION - THAILAND IN CHARGE OF MARKING GUIDELINES) | 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 FY 2019.
| Performance Assessment of The Board of CommissionersPerformance Assessment of the Board of Directors |
Committee Appraisal | |||
E.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? (REPHRASED ORIGINAL E.5.10 - THAILAND IN CHARGE OF MARKING GUIDELINES) | Committee's performance assessment shall be prepared by Board of Commissioners in annual basis using method specified by Board of Commissioners
| The Evaluation of Commitees Under The Board of CommissionersPerformance Assessment of Committees Under The Board of Directors |
F. Bonus
F. Bonus
| Part | Items | BMRI Practice Year 2019 | 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 is performed by vote cards and electronic counting. | Bank Mandiri 2020 AGM Highlight |
(B)B. Equitable treatment of shareholders | |||
(B)B.1 Notice of AGM | |||
(B)B.1.1 | 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? | Date of the Annual GMS Performance : February 19, 2020 | Bank Mandiri 2020 AGMS Invitation |
(B)C. Roles of Stakeholders | |||
(B)C.1.1 | Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? | Bank Mandiri has disclosed that the company has adopted the Global Reporting Initiatives G4 (GRI-G4) and Indicators of the Financial Services Sector Supplement as mentioned in : | Sustainability Report of Bank Mandiri FY 2019 |
(B)D. Disclosure and transparency | |||
(B)D.1.1 | Are the audited annual financial report /statement released within 60 days from the financial year end? | Bank Mandiri has published Financial Statement Year 2019 through the Print Media The Jakarta Post on January 24, 2019 (24 days) | Jakart Post |
(B)D.1.2 | Does the company disclose details of remuneration of the CEO? | Bank Mandiri has disclosed the Total Remuneration of the President Director as set out in the Annual Report of Bank Mandiri as mentioned in : | Annual Report of Bank Mandiri FY 2019
|
(B)E. Responsibilities of the Board | |||
(B)E.1 Board Competencies and Diversity | |||
(B)E.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 Agoestina | Bank Mandiri Website |
(B)E.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 Policy refers to governance principles and recommendations as Circular Letter of OJK number. 32 / SEOJK.04 / 2015 concerning Corporate Governance of Public Company Guidelines. (Aspect and Principle of Corporate Governance Implementation According to Financial Service Authority, PART B.1.2 and C.1.2)
| Annual Report of Bank Mandiri FY 2019 |
(B)E.2 Board Structure | |||
(B)E.2.1 | Does the Nominating Committee comprise entirely of independent directors/ commissioners? | The composition of members of the Independent Commissioners in the Nomination Committee were 4 (four) persons out of 6 (six) members of the Nomination and Remuneration Committee, in line with OJK Regulation No. 55/POJK.06/2016 concerning Application of Governance for Commercial Banks.Board of Comissionaires Committee (website) | Board of Comissionaires Committee |
(B)E.2.2 | Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? |
| Bank Mandiri WebsiteAnnual Report of Bank Mandiri FY 2019 |
(B)E.3 Board Appointments and Re-Election | |||
(B)E.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? | Bank Mandiri hired Appraisal Service Companies for selecting Candidates for the Board of Commissioners and the Board of Directors. In 2019, Bank Mandiri is working with the Company Assessment Service of PT Daya Dimensi Indonesia to conduct assessment against candidates for the Board of ommissioners and Board of Directors.(Annual Report of Bank Mandiri Year 2019, page 564) | Annual Report of Bank Mandiri FY 2019 |
(B)E.4 Board Structure & Composition | |||
(B)E.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? | In compliance with resolutions of the Annual General Meeting of Shareholders of Bank Mandiri on 19 February 2020, the composition of Independent Commissioner is 50% and the President Commissioner of Bank Mandiri is an Independent Commissioner. | Bank Mandiri 2020 AGM Result |
(B)E.5 Risk Oversight | |||
(B)E.5.1 | Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board? | IT-related governance process has been disclosed in Annual Report of Bank Mandiri Year 2019 as :
| Annual Report of Bank Mandiri FY 2019The Board of Directors Meeting |
(B)E.6 Board Performance | |||
(B)E.6.1 | Does the company have a separate board level Risk Committee? | Bank Mandiri has the Risk Monitoring Committee and Risk Management Committee separate from other committees as mentioned on Annual Report of Bank Mandiri Year 2019, page 565 - 566 | Annual Report of Bank Mandiri FY 2019 |
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