ASEAN CG Scorecard - GCG
Banner ASEAN CG Scoredcard
A. Right of Shareholders
B. Equitable Treatment of Shareholder
C. Role of Stakeholders
Part |
Items |
BMRI Practice Year 2022 |
Source Information |
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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 2022 page 148-150Company's Product :
|
Sustainability Report (SR) of Bank Mandiri FY 2022, page 148-150Individual MenuBusiness MenuPriority MenuAnnual Report of Bank Mandiri FY 2022, page 86Annual Report of Bank Mandiri FY 2022, page 783-784 |
C.1.2 |
Supplier/contractor selection procedures? |
|
Bank Mandiri WebsiteAnnual Report of Bank Mandiri FY 2022Sustainability Report (SR) of Bank Mandiri FY 2022 |
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:
|
Sustainability Report Bank Mandiri FY 2022 page 109-111Sustainability Report Bank Mandiri FY 2022 page 196-211 |
C.1.4 |
The company's efforts to interact with the communities in which they operate? |
Policy and Implementation :Sustainability Report of Bank Mandiri 2022, page 212-227 (Promoting Community Well-Being) |
Sustainability Report of Bank Mandiri 2022, page 212-227 |
C.1.5 |
Describe the company's anti-corruption programmes and procedures? |
Implementation of Anti-Corruption Strategy :
|
Annual Report of Bank Mandiri FY 2022, page 790-791Annual Report of Bank Mandiri FY 2022, page 792-795Annual Report of Bank Mandiri FY 2022, page 797-798 |
C.1.6 |
How creditors' rights are safeguarded? |
|
Creditor's Rights Policy (website)Annual Report of Bank Mandiri FY 2022, page 543Annual Report of Bank Mandiri FY 2022, page 985-990 |
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 - Promoting Community Well-Being |
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:
|
Contact UsAnnual Report of Bank Mandiri FY 2022, page 985-988Sustainability Report FY 2022 page 148-150 |
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 ManagementAnnual Report of Bank Mandiri FY 2022, page 459-468Sustainability Report of Bank Mandiri FY 2022, page 192-195 |
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 ManagementAnnual Report of Bank Mandiri FY 2022, page 465-499 |
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 :
|
Performance and Reward ManagementAnnual Report of Bank Mandiri FY 2022, page 492-493Annual Report of Bank Mandiri FY 2022, page 494Annual Report of Bank Mandiri FY 2022, page 495
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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 employees and other stakeholders concerning alleged 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)Annual Report of Bank Mandiri FY 2022, page 800-803Annual Report of Bank Mandiri FY 2022 page 792-795
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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 SystemAnnual Report of Bank Mandiri FY 2022, page 802 |
D. Disclosure and Transparency
Part |
Items |
BMRI Practice Year 2022 |
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 2022 regarding Shareholder CompositionAnnual Report of Bank Mandiri FY 2022 , pages 162-171 (Shareholding Composition) |
Annual Report of Bank Mandiri FY 2022 |
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 2022 regarding Shareholder CompositionAnnual Report of Bank Mandiri FY 2022 , pages 162-171 (Shareholding Composition) |
Annual Report of Bank Mandiri FY 2022 |
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 2022.
|
Annual Report of Bank Mandiri FY 2022 , page 165 Annual Report of Bank Mandiri FY 2022 , page 166-171
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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 2022.
|
Annual Report of Bank Mandiri FY 2022 , page 165Annual Report of Bank Mandiri FY 2022 , page 166-171Annual Report of Bank Mandiri FY 2022 , page 410-411
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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 2022, as mentioned under:
|
Annual Report of Bank Mandiri FY 2022 , page 172-173Annual Report of Bank Mandiri FY 2022 , page 174-189 |
D.2 Quality of Annual ReportDoes the company's annual report disclose the following item : |
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D.2.1 |
Corporate objectives |
|
Annual Report of Bank Mandiri FY 2022, page 94-97Annual Report of Bank Mandiri FY 2022, page 273Annual Report of Bank Mandiri FY 2022, page 296-303Sustainability Report of Bank Mandiri FY 2022, page 70-72 |
D.2.2 |
Financial performance indicators |
|
Annual Report of Bank Mandiri FY 2022, pages 24-25Annual Report of Bank Mandiri FY 2022, pages 67-68Annual Report of Bank Mandiri FY 2022, pages 296-303Annual Report of Bank Mandiri FY 2022, pages 358 |
D.2.3 |
Non-financial performance indicators |
|
Annual Report of Bank Mandiri FY 2022, pages 31Company Rating 2022 - Annual Report of Bank Mandiri FY 2022, pages 36Annual Report of Bank Mandiri FY 2022, pages 52-54Annual Report of Bank Mandiri FY 2022, page 297-303Sustainability Report of Bank Mandiri FY 2022, page 148-150 |
D.2.4 |
Dividend policy |
|
Bank Mandiri WebsiteAnnual Report Bank Mandiri FY 2022 |
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 |
|
Annual Report of Bank Mandiri FY 2022, page 124-135Annual Report of Bank Mandiri FY 2022, page 136-148Annual Report of Bank Mandiri FY 2022, page 642Annual Report of Bank Mandiri FY 2022, page 643-644 |
D.2.6 |
Attendance details of each director/commissioner in all directors/commissoners meetings held during the year |
|
Annual Report of Bank Mandiri FY 2022, page 581-583Annual Report of Bank Mandiri FY 2022, page 666- 670 |
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 DirectorsAnnual Report of Bank Mandiri FY 2022, page 650-653 (Remuneration and Facilities of The Board of Commissioners And Directors) |
Annual Report of Bank Mandiri FY 2022 |
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 2022 as mentioned in page 521 (Commitment To Corporate Governance), 527-528 (Governance Implementation In 2022 & 2023 Plan), 530 (Governance Assessment- Assessment Scores), 531-534 (Governance Assessment- External Party Assessment) |
Annual Report of Bank Mandiri FY 2022, page 521Annual Report of Bank Mandiri FY 2022, page 527-528Annual Report of Bank Mandiri FY 2022, page 530Annual Report of Bank Mandiri FY 2022, page 531-534 |
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? |
Bank Mandiri has disclosed 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.
|
Transaction Policy with the Related PartiesAnnual Report of Bank Mandiri FY 2022, page 412-414Annual Report of Bank Mandiri FY 2022, page 415Annual Report of Bank Mandiri FY 2022, page 1320-1333
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D.3.2 |
Does the company disclose the name of the related party and relationship, nature and value for each significant/material RPTs? |
Bank Mandiri has disclosed information about Related Parties Transaction as mentioned in Annual Report of Bank Mandiri FY 2022, page 412-414 (Information Regarding Material Transactions Containing Conflict Of Interest And/Or Transactions With Affiliated/Related Parties), page 1320-1333 (Related Party Transactions) |
Annual Report of Bank Mandiri FY 2022, page 412-414Annual Report of Bank Mandiri FY 2022, page 1320-1333 |
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 2022, as mentioned in page 166-171 (Board of Commissioners and Board of Directors Shares Trading) |
Annual Report of Bank Mandiri FY 2022 |
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 ? |
Bank Mandiri has disclosed the audit and non-audit fees information in the Annual Report of Bank Mandiri FY 2022, page 745 (Fees for Audit Services and Other Services) |
Annual Report of Bank Mandiri FY 2022 |
D.5.2 |
Does the non-audit fee exceed the audit fees ? |
Non-audit fee amounted to IDR 1.037.184.000,- does not exceed the audit fee that amounted to IDR 14.906.452.364,-Annual Report of Bank Mandiri FY 2022, page 745 (Fees for Audit Services and Other Services) |
Annual Report of Bank Mandiri FY 2022 |
D.6 Medium of communications |
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D.6.1 |
Quarterly reporting |
Bank Mandiri has submit quarterly reports to OJK, IDX, Ministry of Finance, & Ministry of SOEs. Those reports also can be downloaded on Bank Mandiri Website.Annual Report of Bank Mandiri FY 2022 page 729 (Transparency of Report Submissions - Periodic Reports) |
Annual Report of Bank Mandiri FY 2022 |
D.6.2 |
Company website |
Bank Mandiri uses Company Website as communication medium, which may be accessed through : www.bankmandiri.co.idAnnual Report of Bank Mandiri FY 2022 page 217 (Information on Bank Mandiri Website) |
Bank Mandiri WebsiteAnnual Report of Bank Mandiri FY 2022 |
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 PresentationAnnual Report of Bank Mandiri FY 2022 |
D.6.4 |
Media briefings /press conferences |
Bank Mandiri uses press release media as communication medium. The information may be accessed through :
|
Annual Report of Bank Mandiri FY 2022News 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 2022 on January 31, 2023 (within 120 days) through Website Bank Mandiri, the Print Media Kontan, Bisnis Indonesia and The Jakarta Post |
Website Bank MandiriAnnual Report of Bank Mandiri FY 2022 |
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.628/2023Bank Mandiri 2023 AGM Meeting Summary
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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 2022 in :
|
Annual Report of Bank Mandiri FY 2022, page 82Annual Report of Bank Mandiri FY 2022, page 83 |
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 UsAnnual Report of Bank Mandiri FY 2022, page 730-732Annual Report of Bank Mandiri FY 2022, page 783-784 |
E. Responsibilities of the Board
Part |
Items |
BMRI Practice Year 2022 |
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 CharterAnnual Report of Bank Mandiri 2022, page 569Annual Report of Bank Mandiri 2022, page 655
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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 12Annual Report of Bank Mandiri FY 2022 |
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 :
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Annual Report of Bank Mandiri FY 2022, page 655-657Duties and Responsibilities of Board of Directors (website)Annual Report of Bank Mandiri FY 2022, page 569-571Duties 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 2022, page 94-97 (Vision, Mission and Corporate Culture) |
Annual Report of Bank Mandiri FY 2022 |
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.
|
Articles of Association, Article 17Annual Report of Bank Mandiri FY 2022, page 96Annual Report of Bank Mandiri FY 2022, page 673 |
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 have a process to review, monitor and oversee the implementation of the corporate strategy.
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Annual Report of Bank Mandiri FY 2022, page 70Annual Report of Bank Mandiri FY 2022, page 96Annual Report of Bank Mandiri FY 2022, page 673 |
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 :
|
Annual Report of Bank Mandiri FY 2022Code 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 2022, page 788 (Compliance to Code of Conduct) |
Annual Report of Bank Mandiri FY 2022 |
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 2022, pages 788 (Effort in Implementation and Enforcement of The Code of Conduct) |
Annual Report of Bank Mandiri FY 2022 |
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 2023 (after changes in composition of Board of Commissioners), indicates that composition of Independent Commissioners is 6 (six) out of 11 (eleven) or more than 50% of the members of Board of Commissioners are the Independent Commissioners.
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Bank Mandiri 2023 AGMS ResultBank Mandiri 2023 AGMS HighlightAnnual Report of Bank Mandiri FY 2022 |
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 28Annual Report Bank Mandiri FY 2022, page 657Annual Report Bank Mandiri FY 2022, page 572 |
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 14Annual Report of Bank Mandiri FY 2022, page 576-577Annual Report of Bank Mandiri FY 2022, page 658 |
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
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Article of Association Bank Mandiri, Article 11Annual Report of Bank Mandiri FY 2022, page 575-576Annual Report of Bank Mandiri FY 2022, page 664-665 |
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 Charter (Website Bank Mandiri)Annual Report of Bank Mandiri FY 2022, pages 590Annual Report of Bank Mandiri FY 2022, pages 607-616 |
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 2022, page 608-609 (Structure, Membership and Profile of the Remuneration and Nomination Committee) |
Annual Report of Bank Mandiri FY 2022 |
E.2.10 |
Is the chairman of the Nominating Committee an independent director/commissioner ? |
Chairman of Nomination and Remuneration Committee is Independent Commissioner namely Mr. Chatib Basri.
|
The Table of the Structure, the Membership and Expertise of the Remuneration and Nomination Committee (website)Annual Report of Bank Mandiri FY 2022 |
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)Annual Report of Bank Mandiri FY 2022 |
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? |
Annual Report of Bank Mandiri FY 2022, page. 612-613 (Meetings of Remuneration and Nomination Committee) |
Annual Report of Bank Mandiri FY 2022 |
E.2.13 |
Does the company have a Remuneration Committee? |
Bank Mandiri establishes Remuneration and Nomination Committee
|
Remuneration & Nomination Committee Charter (website)Annual Report of Bank Mandiri FY 2022, pages 590Annual Report of Bank Mandiri FY 2022, pages 607-616 |
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 2022, page 608-609 (Structure, Membership and Profile of the Remuneration and Nomination Committee) |
Annual Report of Bank Mandiri FY 2022 |
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 2022, page 608-609 (Structure, Membership and Profile of the Remuneration and Nomination Committee) |
Annual Report of Bank Mandiri FY 2022 |
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)Annual Report of Bank Mandiri FY 2022, page 608-609Annual Report of Bank Mandiri FY 2022, page 609-610 |
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? |
Annual Report of Bank Mandiri FY 2022, page 612-613 (Meetings of Remunerationand Nomination Committee)
Annual Report of Bank Mandiri FY 2022, page. 612-613 (Meetings of Remunerationand Nomination Committee) |
Annual Report of Bank Mandiri FY 2022 |
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)Annual Report of Bank Mandiri FY 2022, page 590Annual Report of Bank Mandiri FY 2022, page 596-606 |
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 and 2 (two) Independent Parties.Annual Report of Bank Mandiri FY 2022, page 597-598 (Audit Committee Structure, Membership and Profile) |
Annual Report of Bank Mandiri FY 2022 |
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 ArmantoAnnual Report of Bank Mandiri FY 2022, page 597-598 (Audit Committee Structure, Membership and Profile) |
Annual Report of Bank Mandiri FY 2022 |
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)Annual Report of Bank Mandiri FY 2022 |
E.2.22 |
Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? |
|
Audit Committee CharterAnnual Report of Bank Mandiri FY 2022 |
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 |
Meeting agenda, frequencies and Attendance of Audit Committee has disclosed in the Annual Report of Bank Mandiri. In 2022, the Audit Committe has held 25 (twenty five) meetings.
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Annual Report of Bank Mandiri FY 2022, page 604Annual Report of Bank Mandiri FY 2022, page 603-604 |
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.
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Audit Committee CharterAnnual Report of Bank Mandiri FY 2022 |
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 DirectorMeeting of The Board Directors (website)Annual Report of Bank Mandiri FY 2022 |
E.3.2 |
Does the board of directors/commissioners meet at least six times during the year? |
In 2022, The frequency meeting of the board of directors/commissioners were as followed:
|
Annual Report of Bank Mandiri FY 2021, page 665-672Annual Report of Bank Mandiri FY 2021, page 581-583
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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 at least/more than 75% of the all performance of meeting of Board of Directors/ Board of Commissioners
|
Annual Report of Bank Mandiri FY 2022, page 580-583Annual Report of Bank Mandiri FY 2022, page 670 |
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 :
|
Charter of Board of CommissionersCharter of Board of DirectorsAnnual Report of Bank Mandiri FY 2022, pages 580-583Annual Report of Bank Mandiri FY 2022, page 665-672 |
E.3.5 |
Did the non-executive directors/commissioners of the company meet separately at least once during the year without any Executives present? |
In 2022, The frequency meeting of the board of directors/commissioners were as followed :
|
Annual Report of Bank Mandiri FY 2022, page 581-583Annual Report of Bank Mandiri FY 2022, page 670
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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 CommissionersCharter of Board of DirectorsAnnual Report of Bank Mandiri FY 2022, page 665-672Annual Report of Bank Mandiri FY 2022 page 580-583 |
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 2022, pages 719-729 (Corporate Secretary) |
Annual Report of Bank Mandiri FY 2022 |
E.3.8 |
Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? |
FY 2022, Corporate Secretary has participated in various trainings.
|
Annual Report of Bank Mandiri FY 2022, page 218-247Annual Report of Bank Mandiri FY 2022, page 725 |
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 :
|
Annual Report of Bank Mandiri FY 2022, pages 573Annual Report of Bank Mandiri FY 2022, pages 657-658Board 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.
|
Annual Report of Bank Mandiri FY 2022, page 573Annual Report of Bank Mandiri FY 2022, page 657-658 |
E.3.11 |
Are all the directors/commissioners subject to re-election at least once every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 to 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 2023, Article 11Articles of Association of Bank Mandiri FY 2023, 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 Annual Report of Bank Mandiri FY 2022 page 572Annual Report of Bank Mandiri FY 2022 page 657 |
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 :
|
Annual Report of Bank Mandiri FY 2022, pages 410-411Annual Report of Bank Mandiri FY 2022, pages 646Annual Report of Bank Mandiri FY 2022, pages 650-653 |
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 2022, page 650-653 (Remuneration and Facilities of the Board of Commissioners and Directors) |
Annual Report of Bank Mandiri FY 2022 |
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 2023 AGMS ResultBank Mandiri 2023 AGMS HighlightAnnual Report of Bank Mandiri FY 2022 pages 560Annual Report of Bank Mandiri FY 2022 pages 564 |
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
|
Annual Report of Bank Mandiri FY 2022, pages 646Annual Report of Bank Mandiri FY 2022, pages 649Annual Report of Bank Mandiri FY 2022, pages 653 |
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 2022, pages 733-742 (Internal Audit) |
Annual Report of Bank Mandiri FY 2022 |
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 2022, page 734 (Profile of Head of Internal Audit) |
Annual Report of Bank Mandiri FY 2022 |
E.3.18 |
Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
The Chief Audit Executive is appointed and dismissed and is directly responsible to the President Director with the approval of the Board of Commissioners by considering the Audit Committee recommendations and subsequently reported to the OJKAnnual Report of Bank Mandiri FY 2022, page 735-736 (Parties in Charge of the Appointment and Dismissal of the Head of Internal Audit) |
Annual Report of Bank Mandiri FY 2022 |
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
|
Annual Report of Bank Mandiri FY 2022, pages 747-753Annual Report of Bank Mandiri FY 2022, pages 827-831 |
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
|
Annual Report of Bank Mandiri FY 2022, page 749-750Annual Report of Bank Mandiri FY 2022, page 750-751Annual Report of Bank Mandiri FY 2022, page 752Annual Report of Bank Mandiri FY 2022, page 753Annual Report of Bank Mandiri FY 2022, page 765Annual Report of Bank Mandiri FY 2022, page 828-830Annual Report of Bank Mandiri FY 2022, page 854 |
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 2022 page 839-852 (Types Of Risks And Its Mitigations) |
Annual Report of Bank Mandiri FY 2022 |
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 :
|
Annual Report of Bank Mandiri FY 2022, page 606Annual Report of Bank Mandiri FY 2022, page 854 |
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.
|
Annual Report of Bank Mandiri FY 2022, page 124-135Annual Report of Bank Mandiri FY 2022, page 136-148 |
E.4.2 |
Is the chairman an independent director/commissioner? |
President Commissioner of Bank Mandiri is an Independent Commissioner.
|
Annual Report of Bank Mandiri FY 2022Bank Mandiri 2023 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 2022, no Board of Directors previously positioned as President Director in the last 2 (two) yearsAnnual Report of Bank Mandiri FY 2022, page 136 - 148 (Profile of The Board of Directors) |
Annual Report of Bank Mandiri FY 2022 |
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 2022, page 570 (Duties and Responsibilities of President Commissioner) |
Annual Report of Bank Mandiri FY 2022 |
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 2022 AGMS ResultAnnual Report of Bank Mandiri FY 2022 |
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:
|
Annual Report of Bank Mandiri FY 2022, pages 124-135Annual Report of Bank Mandiri FY 2022, pages 136-148Annual report of Bank Mandiri FY 2022, pages 641-644 |
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
|
Annual Report of Bank Mandiri FY 2022, pages 579-580Annual Report of Bank Mandiri FY 2022, pages 661 |
E.5.2 |
Does the company have a policy that encourages directors/commissioners to attend on-going or continous professional education programmes ? |
Bank Mandiri has determined policies encouraging Management to join professional education programs.
|
Annual Report of Bank Mandiri FY 2022Board 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 the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
Bank Mandiri has disclosed planning process carried out by Board of Directors and Board of Commissioners related to succession of President Director and other members of Board of Directors.
|
Annual Report of Bank Mandiri FY 2022Board 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 2022, page 50Annual Report of Bank Mandiri FY 2022, page 588-589Annual Report of Bank Mandiri FY 2022, page 673-675 |
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.
|
Annual Report of Bank Mandiri FY 2022 page 50Annual Report of Bank Mandiri FY 2022 page 588-589Annual Report of Bank Mandiri FY 2022 page 673-675 |
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.
|
Annual Report of Bank Mandiri FY 2022 page 50Annual Report of Bank Mandiri FY 2022 page 588-589Annual Report of Bank Mandiri FY 2022 page 673-675 |
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.
|
Annual Report of Bank Mandiri FY 2022 page 590-591Annual Report of Bank Mandiri FY 2022 page 675-677 |
Level 2 - Bonus Items
Part |
Items |
BMRI Practice Year 2022 |
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 2023 AGM AnnouncementBank Mandiri 2023 AGMS Code of Conduct |
(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 14, 2023
|
Bank Mandiri 2023 AGM InvitationBank Mandiri 2023 AGM Highlight |
(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 Standard GRI Content Index and SEOJK NO. 16/SEOJK.04/2021 Index SASB Index, TCFD Index & ESG MSCI Index, as mentioned in Sustainability Report (SR) FY 2022 pages 317-325, 326-329, 330-331, 332, 333-348 |
GRI Content IndexSEOJK No. 16/SEOJK.04/2021 IndexSustainability Accounting Standard Board (SASB) Index– Financial SectorTask Force on Climat e Relat ed Financial Disclosures (TCFD) IndexESG MSCI Index |
(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 2022 through the Print Media Koran Kontan and The Jakarta Post on February 01, 2023 |
Bank Mandiri Website |
(B)D.1.2 |
Does the company disclose details of remuneration of the CEO? |
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 2022, page 650-653 |
Remuneration and Facilities of The Board of Commissioners And Directors
|
(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 2022 pages 59, 124-135) |
Bank Mandiri WebsiteComposition and Basis of Appointment of the Company’s Board of Commissioners Before the Annual GMS Dated 10 March 2022Profile of The Board of Commissioners |
(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? |
Diversity Of The Board Of Commissioners And Directors has disclose in Annual Report of Bank Mandiri FY 2022 pages 641-644 |
Diversity of The Board of Commissioners And Directors |
(B)E.2 Board Structure |
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(B)E.2.1 |
Does the Nominating Committee comprise entirely 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 2022, page 608-609) |
Structure, Membership and Profile of the Remuneration and Nomination 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? |
In addition, the Remuneration and Nomination Committee assists the Board of Commissioners in obtaining and analysing data on prospective Board of Directors candidates from the talent pool of officers one level below the Board of Directors and in identifying qualified candidates for the Board of Commissioners.(Annual Report of Bank Mandiri Year 2022, pages 57, 614) |
Bank Mandiri WebsiteThe Remuneration and Nomination CommitteeRemuneration and Nomination Committee Activities in 2022 |
(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? |
The Ministry of SOEs will evaluate the list oftop talents and assign one of theinstitutions organizing the talent assessment of the Directors of the Ministry of SOEs. The candidates that obtain recommendations from the Assessor Service Company will be reported by the Remuneration and Nomination Committee to the Board of Commissioners as the candidates for submission to the GMS(Annual Report of Bank Mandiri Year 2022, pages 614-616) |
Board of Directors Succession Policy- Procedures |
(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? |
Number and Composition of Board of Commissioners FY 2023 (after changes in composition of Board of Commissioners), indicates that composition of Independent Commissioners is 6 (six) out of 11 (eleven) or more than 50% of the members of Board of Commissioners are the Independent Commissioners. Furthermore, the President Commissioner of Bank Mandiri is an Independent Commissioner.The composition of the Board of Commissioners of the Company as of December 31, 2022 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 2022, page 568) |
Bank Mandiri 2022 AGMS ResultBank Mandiri 2022 AGMS HighlightBoard Of Commissioners Composition |
(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 governance has been disclosed in Annual Report of Bank Mandiri Year 2022 pages 508-509 |
IT Governance |
(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 (under BOC) and Risk Management Committee (under BOD) separate from other committees as mentioned on Annual Report of Bank Mandiri Year 2022, pages 122-123, 590, 617-625, 706-710 |
Organizational StructureRisk Monitoring CommitteeRisk Monitoring CommitteeRisk Management & Credit Policy Committee |