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 2021 |
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) |
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C.1.1 |
The existence and scope of the company's efforts to address customers' welfare? |
Policy and Implementation :Customer Service and Satisfaction - Sustainability Report FY 2021 page 109-113Company's Product :
|
Customer Services and SatisfactionIndividual MenuBusiness MenuPriority Menu |
C.1.2 |
Supplier/contractor selection procedures? |
|
The Public Company has policy on vendor or supplier selection and capability improvementProcurement PolicySustainability Report |
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:Preserving The Environment - Sustainability Report Bank Mandiri FY 2021, page 138-148 |
Preserving the Environment |
C.1.4 |
The company's efforts to interact with the communities in which they operate? |
Policy and Implementation :Sustainability Report of Bank Mandiri 2021, page 150-163 |
Concern for Society |
C.1.5 |
Describe the company's anti-corruption programmes and procedures? |
Implementation of Anti-Corruption Strategy :
|
Implementation of Anti Fraud StrategyAnti Corruption ProgramGratuity Reporting Mechanism |
C.1.6 |
Describe 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 corporate responsibility (CR) report/section or sustainability report/section ? |
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. |
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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 :
|
Reporting MediaCustomer Complaint HandlingContact Us |
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop. |
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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 :
|
Performance and Reward ManagementEmployee EngagementImproving The Quality of Personnel |
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 development as follows :
|
Performance and Reward ManagementEmployees Competence DevelopmentEmployee DevelopmentEmployee Competencies Development |
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 :
|
Employee Engagement - AwardPerformance 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. |
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C.4.1 |
Does the company have a whistle blowing policy which include procedures for complaints by employeesconcerning alleged illegal (inclucing corruption) 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)Gratuity Reporting Mechanism |
C.4.2 |
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 :
|
Whistle blowing SystemProtection for Whistleblower |
D. Disclosure and Transparency
D. Disclosure and Transparency
Part |
Items |
BMRI Practice Year 2021 |
Source Information |
|---|---|---|---|
D.1 Transparent Ownership Structure |
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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 2021 regarding Shareholder Composition(Annual Report of Bank Mandiri FY 2021 , pages 150-151) |
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 2021 regarding Shareholder Composition Shareholders’ Composition - Annual Report of Bank Mandiri FY 2021 , pages 150-151 |
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 2021.
|
Board of Commissioners’ and Board of Directors’ ShareholdingStock Ownership of the Board of CommissionersStock Ownership of the Board of Directors |
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 2021.
|
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 2021, as mentioned under :
|
Corporate Shareholding StructureSubsidiaries, Second-Tier Subsidiary Entities and/or Associates |
D.2 Quality of Annual ReportDoes the company's annual report disclose the following item : |
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D.2.1 |
Corporate objectives |
|
Vision, Mission and Corporate CultureMarketing StrategiesBusiness ReviewOperational Review per Business Segment |
D.2.2 |
Financial performance indicators |
|
Financial Highlights and Financial RatiosAnalysis of The Company PerformanceOperational Review per Business SegmentFinancial Review |
D.2.3 |
Non-financial performance indicators |
|
Operational HighlightASEAN CG Scorecard AssessmentCustomer Satisfaction and Experience Survey ResultOperational Review Per Business Segment |
D.2.4 |
Dividend policy |
|
Annual Report Bank Mandiri FY 2021Bank 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 Directors & Commissioners' ProfileDiversity in Composition of the Board of CommissionerDiversity of The Board of Directors |
D.2.6 |
Attendance details of each director/commissioner in all directors/commissoners meetings held during the year |
|
Meeting Agenda and Attendance of The Board of CommissionersBoard of Directors Meetings Agenda |
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 in Remuneration Policy for the Board of Commissioners and the Board of Directors(Annual Report of Bank Mandiri FY 2021, page 677-678) |
Remuneration and Facilities of the Board of Commissioners and Directors |
Corporate Governance Confirmation Statement |
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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 2021 as mentioned in :Statement of Good Corporate Governance Implementation - Annual Report of Bank Mandiri FY 2021, page 760In 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 Corporate Governance Guidelines to Public Companies - Annual Report of Bank Mandiri FY 2021 page 487-502 |
Application of Corporate Governance Guideance to Public CompaniesStatement of Good Corporate Governance Implementation |
D.3 Disclosure of related party transactions (RPT ) |
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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 :
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.(Annual Report of Bank Mandiri FY 2021, page 376-379, 380-382, 1001-1002, 1191-1213) |
Transaction with Related PartiesRelated Parties TransactionReview Mechanism Policies for Transaction and Compliane Relevant Rules and RegulationTransaction with Related Parties & Related Party Transaction |
D.3.2 |
Does the company disclose the name of the related party and relationship for each significant/material RPTs? |
Bank Mandiri has disclosed information about Related Parties Transaction as mentioned in Name and Nature Of Related Relations - Annual Report of Bank Mandiri FY 2021, page 381-382, 1191-1213 (Related Party Transactions) |
Name and Nature of Related RelationsRelated Party Transactions |
D.4 Does the company disclose trading in the company's shares by insiders? |
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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 2021, as mentioned in :
|
Board of Directors and Board of Commisioner’s Share Trading |
D.5 External auditor and Auditor ReportWhere the same audit firm is engaged for both audit and non-audit services |
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D.5.1 |
Are the audit and non-audit fees disclosed ? |
In 2021 KAP fees amounting to Rp15 billion with details of audit fees on the financial statements worth Rp 14,7 billion and Rp450 million the rest for fees of other services provided by the Accountant.(Annual Report of Bank Mandiri FY 2021, page 699) |
Fees for Audit Services and Other Services |
D.5.2 |
Does the non-audit fee exceed the audit fees ? |
Non-audit fee amounted to IDR 450 million does not exceed the audit fee that amounted to IDR 15 billion (Annual Report of Bank Mandiri FY 2021, page 699). |
Fees for Audit Services and Other Services |
D.6 Medium of communications |
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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, (Bank Mandiri Website)Periodic Report - Annual Report of Bank Mandiri FY 2021 page 688 |
Quarterly FinancialsPeriodic Report |
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)Information on Bank Mandiri Website - Annual Report of Bank Mandiri FY 2021 page 199 |
Bank Mandiri WebsiteInformation on 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 |
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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 2021 on January 28, 2022 (within 120 days) through :The Print Media Kontan, Bisnis Indonesia and The Jakarta Post |
Kontan, Bisnis Indonesia and 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 2021 through Bank Mandiri Website and Indonesia Stock Exchange Website on 28 January 2022, and has officially determined the Annual Report in GMS on 10 March 2022, as mentioned on :
|
Bank Mandiri WebsiteIDX WebsiteBank Mandiri's Letter to OJK Number HBK.CSC/CMA.295/2022Annual Report of Bank Mandiri FY 2021
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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 2021 in :Board of Director's Statement regarding The Responsibility For The Consolidated Financial Statements as at and for the year ended 31 December 2021(Annual Report of Bank Mandiri FY 2021, page 916) |
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: |
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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 |
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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 UsInvestor Relations GroupCompany Information and Data Access |
E. Responsibilities of the Board
E. Responsibilities of the Board
|
Part |
Items |
BMRI Practice Year 2021 |
Source Information |
|---|---|---|---|
E.1 Board Duties and ResponsibilitiesClearly defined board responsibilities and corporate governance policy |
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E.1.1 |
Does the company disclose its corporate governance policy / board charter? |
Bank Mandiri has disclosed Corporate Governance Policy available at :
|
GCG CharterCharter of Board of CommissionesCharter of 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 2021
|
Articles of Association, Article 12Decision that Needs to Agree to the Board of Commissioners |
E.1.3 |
Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
Duties 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 |
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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 2021, page 82-83 |
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 Vission & Mission by The Board Commissioners and DirectorsEvaluation of The Company's 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 Vission & MissionEvaluation of The Company's Strategy |
E.2 Board Structure Code of Ethics or Conduct |
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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 2021, page 737 |
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 2021, pages 737 |
Effort in Implementation and Enforcement of The Code of Conduct |
Board Structure & Composition |
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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 2021 (after changes in composition of Board of Commissioners),indicates that composition of Independent Commissioners is 5 (five) out of 10 eight) or 50% of the members of Board of Commissioners are the Independent Commissioners.
|
Bank Mandiri 2021 AGMS ResultBank Mandiri 2021 AGMS HighlightChanges of the Board of Commissioners CompositionIndependent CommissionerStructure and Management |
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 |
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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 CommissionersTenure of the Board of Directors |
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 CommissionersBoard of Directors Concurrent Positions Policy |
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 Committee
|
Charter of Board of CommissionersRemuneration 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 Nomination Committee is 3 (three) person from 6 (six) members of Nomination and Remuneration Committee, as well as according to POJK No.55/POJK.06/2016 regarding Implementation of Good Corporate Governance for Commercial Banks.Annual Report of Bank Mandiri FY 2021, page 577-578 |
Composition of Remuneration & Nominating 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.
|
The Table of the Structure, the Membership and Expertise of the Remuneration and Nomination Committee (website)Composition of Remuneration & Nominating 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? |
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Meeting of Remuneration and Nomination Committee |
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 Nomination Committee is 3 (three) person from 6 (six) members of Nomination and Remuneration Committee, as well as according to POJK No.55/POJK.06/2016 regarding Implementation of Good Corporate Governance for Commercial Banks.Annual Report of Bank Mandiri FY 2021, page 577-578 |
Composition of Remuneration & Nominating Committee |
E.2.15 |
Is the chairman of the Remuneration Committee an independent director/commissioner? |
Chairman of Nomination and Remuneration Committee is Independent Commissioner namely Mr. Chatib Basri.Annual Report of Bank Mandiri FY 2021, page 577-578 |
Composition of Remuneration & Nominating 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 :
|
Charter Remuneration & Nominating Committee Charter (website)Remuneration & Nominating Committee Charters (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? |
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Meeting of Remuneration and Nomination Committee |
Audit Committee |
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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 5 (five) Independent Commissioners, 2 (two) Independent Parties, and 1 Commissioners,Annual Report of Bank Mandiri FY 2021, page 565-566 |
Structure, Membership and Expertise of the Audit Committee |
E.2.20 |
Is the chairman of the Audit Committee an Independent Director/ Commissioner? |
Chairman of Audit Committee is an Independent Commissioner namely Mr. Boedi Armanto
|
Structure, Membership and Expertise of the 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:
Annual Report of Bank Mandiri FY 2021, pages 562 |
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 CharterStructure, Membership and Expertise of the 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 |
|
Table of Audit Committee Meeting AgendaCommittee Audit 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.
|
Committee Audit CharterDuties & Responsibilities of Audit Committee |
E.3 Board Processes
|
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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:
|
Charter of Board of DirectorCharter of Board of CommissionersMeeting of The Board of Commissioners (website)Meeting of The Board Directors (website)Meeting of The Board of CommissionersMeeting of The Board Directors |
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 51 times, while Board of Commissioners arranged 26 BoC meetings.
|
Meeting of The Board of CommissionersMeeting of the Board of Directors |
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 Commissioners Meeting AttendanceBoard of Directors Meeting Attendance |
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 :
|
Meeting of the Board of CommissionerCharter of Board of CommissionersThe Board 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 26 times of Board of Commissioners’ internal meetings
|
Meetings of Board of CommissionersMeeting of The Board of Directors |
Access to information |
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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) working days prior to convening the meeting to each member of Board of Directors, as mentioned in :
|
Charter of Board of CommissionersMeeting of the Board of CommissionerCharter 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 2021, pages 682-683 |
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 2021, Corporate Secretary has participated in various trainings.
|
Competence Development for The Corporate SecretaryCorporate Secretary Capacity Building Programs |
Board Appointments and Re-Election |
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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.
|
Criteria for Members of the Board of CommissionersRequirements and CriteriaCriteria of the Board of Directors |
E.3.11 |
Are all the directors/commissioners subject to re-election at least once every three years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years to each ? The five yeasr term must be required by legislation which pre-existed the introduction of the ASEAN CG 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 2021, Article 11Articles of Association of Bank Mandiri FY 2021, 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 Tenure of Board of CommissionersTenure of The Board of Directors |
Remuneration Matters |
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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 Policy for the Board of Commissioners and The Board of DirectorsRemuneration and Facilities of the Board of Commissioners and 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 2021, page 676-677 |
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 2022 AGMS ResultBank Mandiri 2022 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 remuneration
|
Variable RemunerationRemuneration Policy for The Board of Commissioners and the Board of DirectorsPerformance Measurement Related to Remuneration |
Internal Audit |
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E.3.16 |
Does the company have a separate internal audit function? |
Bank Mandiri has separate internal audit functionAnnual Report of Bank Mandiri FY 2021, pages 691-698 |
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 Mr. Danis SubiyantoroAnnual Report of Bank Mandiri FY 2021, page 690 |
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 2021, page 691 |
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 reviewed
|
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
|
Risk Identification and AssessmentEvaluation of Internal Control SystemEvaluation of Effectivenes of Compliance FunctionActive Supervision by The Board of Commissioners and DirectorsReview of Risk Management System Effectiveness |
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 2021 pages 778-790 |
Key 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 AdequationStatements From The Board of Directors and/or the Board of Commissioners or the Audit Committee on The Adequacy of Risk Management System |
E.4 People on the BoardBoard Chairman |
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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. Darmawan Junaidi and President Commissioner were held by Mr. Muhamad Chatib Basri.
|
Board of Commissioners ProfileBoard of Directors Profile |
E.4.2 |
Is the chairman an independent director/commissioner? |
President Commissioner of Bank Mandiri is an Independent Commissioner.
|
Board of Commissioners ProfileBank Mandiri 2022 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 2020, no Board of Directors previously positioned as President Director in the last 2 (two) yearsAnnual Report of Bank Mandiri FY 2021, page 122-134 |
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 2021, page 533-534 |
Role & Responsibilities of Chairman |
Lead Independent Director |
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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 2021 AGMS ResultAnnual Report of Bank Mandiri FY 2021 |
Skills and Competencies |
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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 ProfileDiversity of Board of Commissioners and Directors |
E.5 Board PerformanceDirectors Development |
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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 Program (website)Board of Directors' Development Program (website) |
CEO/Executive Management Appointments and Performance |
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E.5.3 |
Does the company disclose 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.
|
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 2021, page 634-637 |
Performance Assessment of the Board of Directors |
Board Appraisal |
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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 2021.
|
Performance Assessment Criteria and Result of The Board of CommissionersPerformance Asessmentof Individual Directors |
Director Appraisal |
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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 2021.
|
Performance Assessment Criteria and Result of The Board of CommissionersPerformance Asessmentof Individual Directors |
Committee Appraisal |
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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
|
Performance Assessment of the Committee Under the Board of Commissioners and the Basis of the AssessmentPerformance Assessment of the Committee Under the Board of Directors and the Basis of the
|
F. Bonus
F. Bonus
|
Part |
Items |
BMRI Practice Year 2021 |
Source Information |
|---|---|---|---|
(B)A. Right of Shareholder |
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(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. |
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(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 2022 AGMS Highlight, page 3 and Annual Report of Bank Mandiri FY 2021, page 512, 513-514, 524 |
Bank Mandiri 2022 AGM HighlightAnnual Report of Bank Mandiri FY 2021 |
(B)B. Equitable treatment of shareholders |
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(B)B.1 Notice of AGM |
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(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 : March 10, 2022 Summons Date : February 16, 2022 (Less than 21 days)(Bank Mandiri 2021 AGM Invitation and Annual Report of Bank Mandiri FY 2021, page 512, 513-514, 524) |
Bank Mandiri 2022 AGMS InvitationAnnual Report of Bank Mandiri FY 2021 |
(B)C. Roles of Stakeholders |
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(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 2021 |
(B)D. Disclosure and transparency |
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(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 2021 through the Print Media Koran Kontan, Bisnis Indonesia and The Jakarta Post on January 28, 2022 |
Kontan |
(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 :Policy and Remuneration for the Board of Directors - Annual Report of Bank Mandiri FY 2021, page 672-673Nominal Amount of Remuneration for The Board of Commissioners and Directors - Annual Report of Bank Mandiri FY 2021, page 677-678 |
Annual Report of Bank Mandiri FY 2021
|
(B)E. Responsibilities of the Board |
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(B)E.1 Board Competencies and Diversity |
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(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, Annual Report of Bank Mandiri FY 2021 page 114, 668) |
Bank Mandiri WebsiteAnnual Report of Bank Mandiri FY 2021 |
(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? |
|
Annual Report of Bank Mandiri FY 2021 |
(B)E.2 Board Structure |
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(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 3 (three) persons out of 6 (sixn) members of the Nomination and Remuneration Committee, in line with OJK Regulation No. 55/POJK.06/2016 concerning Application of Governance for Commercial Banks.(Annual Report of Bank Mandiri Year 2021, page 577-578) |
Annual Report of Bank Mandiri FY 2021 |
(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 2021 |
(B)E.3 Board Appointments and Re-Election |
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(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 2021, 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 2021, page 584) |
Annual Report of Bank Mandiri FY 2021 |
(B)E.4 Board Structure & Composition |
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(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 10 March 2022, the composition of Independent Commissioner is 50% and the President Commissioner of Bank Mandiri is an Independent Commissioner.The composition of the Board of Commissioners of the Company as of December 31, 2021 totaled 10 (ten) members with 5 (five) of whom were Independent Commissioners, which meant 50% (fifty percent) of the total Commissioners(Annual Report of Bank Mandiri FY 2021, page 543-545) |
Annual Report of Bank Mandiri FY 2021 |
(B)E.5 Risk Oversight |
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(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 2021 as :
|
Annual Report of Bank Mandiri FY 2021 |
(B)E.6 Board Performance |
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(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 2021, page 586-598, 655-656, 661-665 |
Annual Report of Bank Mandiri FY 2021 |
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