ASEAN CG Scorecard

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A. Right of Shareholders

Part	Items	BMRI Practice Year 2016	Source Information
A.1 Basic Shareholder Rights
	Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days.	Interim Dividend: Bank Mandiri didn't distribute interim dividend Script Dividend: Bank Mandiri didn't distribute script dividend Final Dividend: Bank Mandiri paid for dividend for less than 30 calendar days. days from performance of the Annual General Meeting of Sharholders (AGMS), as follows: Date to AGMS: 21 March 2018 Payment Date : 20 April 2018 as mentioned under Dividend & Split (Bank Mandiri Website) Bank Mandiri 2018 AGMS Result, 3rd column	Dividend & Split Bank Mandiri 2017 AGMS Result
A.2 Right to Participate in decisions concerning fundamental corporate changes
A.2.1	Amendments to the company's constitution?	Shareholders have the right to participate in the amendments to the company's constitution through GMS as stated in : Articles of Association of Bank Mandiri FY 2018, Article 28, section 2 (page 128-129) Articles of Association of Bank Mandiri FY 2018, Article 25, section 5 (page	Articles of Association of Bank Mandiri FY 2018, Article 28 Articles of Association of Bank Mandiri FY 2018, Article 25
A.2.2	The authorisation of additional shares?	Shareholders have the right to participate in the authorization of additional shares as stated in : Articles of Association of Bank Mandiri FY 2018, Article 4, section 5 (page 9)	Articles of Association of Bank Mandiri FY 2018, Article 4
A.2.3	The transfer of all or substantially all assets, which in effect results in the sale of the company?	Shareholders have the right to participate in the transfer of all or substantially assets, whic in effect results in the sale of company as stated in : Articles of Association of Bank Mandiri FY 2018, Article 12, section 10 (page 58)	Articles of Association of Bank Mandiri FY 2018, Article 12
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.
A.3.1	Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?	GMS determines remuneration and honorarium for fiscal year 2018 and performance tantieme (bonus) for Fiscal Year ended on December 31, 2017 for members of Board of Directors and Board of Commissioners of the Company, as mentioned under : Bank Mandiri 2018 AGMS Result, 4th Agenda. Bank Mandiri 2018 AGMS Highlight, 4th Agenda.	Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight
A.3.2	Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?	Members of the Board of Directors and Commissioners shall be appointed by the GMS of the candidates nominated by the Shareholders of Series A Dwiwarna shares, of which such nomination shall bind the GMS. Procedure for election of members of Board of Directors/Board of Commissioners shall comply with Regulation of the Minister of State-Owned Enterprise No. No.PER-04/MBU/2009 dated November 16, 2009 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise the latest amendments which of those regulations are as follows: Regulation of the Minister of State-Owned Enterprise No. No.PER-03/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise, Chapter III.C.15 - UKK. Regulation of the Minister of State-Owned Enterprise No. No.PER-02/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Commissioners and Board of Supervision of the State-Owned Enterprise, Chapter III.C.11 - Evaluation. Articles of Association of Bank Mandiri FY 2018, Article 11, section 10 (page 38) Articles of Association of Bank Mandiri FY 2018, Article 14, section 12 (page 75)	- Excerpt of Regulation of the Minister of State-Owned Enterprise No. No.PER-03/MBU/2015, Chapter III.C.15 - Excerpt of Regulation of the Minister of State-Owned Enterprise No. No.PER-02/MBU/2015, Chapter III.C.11, - Regulation of the Minister of State-Owned Enterprise No. No.PER-04/MBU/2009 dated November 16, 2009 - Regulation of the Minister of State-Owned Enterprise No. No.PER-03/MBU/02/2015 dated February 17, 2015 - Regulation of the Minister of State-Owned Enterprise No. PER-02/MBU/02/2015 dated February 17, 2015 Article of Association of Bank Mandiri FY 2016, Article 11 Article of Association of Bank Mandiri FY 2016, Article 14
A.3.3	Does the company allow shareholders to elect directors/commissioners individually?	Shareholders may elect individual Board of Directors / Board of Commissioners: Articles of Association of Bank Mandiri FY 2018, Article 11, section 10 (page 38) Articles of Association of Bank Mandiri FY 2018, Article 14, section 12 (page 75) Bank Mandiri 2018 AGMS Result, 8th Agenda Bank Mandiri 2017 AGMS Highlight, 8th Agenda	Articles of Association of Bank Mandiri FY 2018, Article 11 Articles of Association of Bank Mandiri FY 2018, Article 14 Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight
A.3.4	Does the company disclose the voting procedures used before the start of meeting?	Bank Mandiri has described the voting procedures used before performance of GMS in: Bank Mandiri 2018 AGMS Code of Conduct, point 10 – Voting procedures	Bank Mandiri 2018 AGMS Code of Conduct
A.3.5	Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded?	In Bank Mandiri 2018 AGMS Minutes has provided information on answers to questions raised by Shareholders at the AGMS	Bank Mandiri 2018 AGMS Minutes
A.3.6	Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM?	Bank Mandiri has disclosed the results of the voting including consent, dissenting opinion, and abstention on each agenda, in: Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight	Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight
A.3.7	Does the company disclose the list of board members who attended the most recent AGM?	Bank Mandiri has disclosed the list of Board of Directors and Board of Commissioners presented at the GMS 2018, in: Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight	Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight
A.3.8	Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM?	The Meeting was chaired by Mr Hartadi Agus Sarwono as President Commissioner/Independent Commissioner based on resolution of the Meeting of the Board of Commissioners dated 7 March 2018 and attended by members of the Board of Directors and Board of Commissioners , as metioned under: 1. Bank Mandiri 2018 AGMS Result, 1st column, paragraph 2. 2. Bank Mandiri 2018 AGMS Highlight, page 1, paragraph 2	Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight
A.3.9	Does the company allow for voting in absentia?	The shareholder either is personally or represented by virtue of a Letter of Proxy reserves the right to attend the GMS, under condition that during the voting, members of Board of Directors, members of Board of Commissioners and employees of the Company shall be prohibited to act as a proxy under GMS. Articles of Association of Bank Mandiri FY 2018, Article 25, section 13, page 132 Bank Mandiri 2018 AGMS Code of Conduct point 10a, page 4 Bank Mandiri 2018 AGMS Agenda, Notes point 4	Articles of Association of Bank Mandiri FY 2018, Article 25 Bank Mandiri 2018 AGMS Code of Conduct Bank Mandiri 2018 AGMS Agenda
A.3.10	Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?	In the implementation of voting, each share provides the holder of it to cast 1 (one) vote, as mentioned under: Bank Mandiri 2018 AGMS Code of Conduct, point 9 – Meeting Resolutions Bank Mandiri 2018 AGMS Code of Conduct, point 10c, page 4 – Voting Procedures Articles of Association of Bank Mandiri FY 2018, article 25, section 11, page 131	Bank Mandiri 2018 AGMS Code of Conduct Articles of Association of Bank Mandiri FY 2018, Article 25
A.3.11	Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM?	Bank Mandiri has disclosed the appointment of the independent party namely the Notary Ashoya Ratam SH, Mkn and PT Datindo Entrycom for the purpose of vote counting: Bank Mandiri 2018 AGMS Result, 1st column Bank Mandiri 2018 AGMS Highlight, page 3	Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight
A.3.12	Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions?	Bank Mandiri has published voting results under 2018 GMS within 1 (one) business day after Performance to AGMS on the date of 22 March 2018. (Bank Mandiri 2018 AGMS Highlight)	Bank Mandiri 2018 AGMS Highlight
A.3.13	Do companies provide at least 21 days notice for all AGMs and EGMs?	Announcement of 2018 AGMS: 12 February 2018 Summons for 2018 AGMS: 27 February 2018 Performance of 2018 AGMS: 21 March 2018 Based on the aforementioned information, Summons for AGMS made within 22 calendar days before performance of GMS (more than 21 calendar days.) Bank Mandiri 2018 AGMS Announcement Bank Mandiri 2018 AGMS Agenda	Bank Mandiri 2018 AGMS Announcement Bank Mandiri 2018 AGMS Agenda
A.3.14	Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement?	Bank Mandiri has prepared explanation to each agenda requiring Shareholders’ approval under: Bank Mandiri 2018 AGMS Agenda - Meeting Agenda Bank Mandiri 2018 AGMS List of Supporting Material for Agenda	Bank Mandiri 2018 AGMS Agenda Bank Mandiri 2018 AGMS List of Supporting Material for Agenda
A.3.15	Does the company give the opportunity for shareholder to place item/s on the agenda of AGM?	In the agenda of the Annual GMS, may be included a proposal proposed by the Board of Commissioners and/or a Shareholder or more representing at least 1/20 (one-twentieths) of the total shares issued by the Company with the valid voting rights, provided that the relevant proposal shall be received by the Board of Directors no later than 7 (seven) days prior to the notice of the Annual GMS. Articles of Association FY 2018, Article 23 Section 6 (page 110-111)	Articles of Association Bank Mandiri FY 2018, Article 23
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner
A.4.1	In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price?	Bank Mandiri has disclosed information related to Investment, Expansion, Divestment, Acquisition and/or Restructuring of Debt/Capital in the Annual Report of Bank Mandiri, stated that the engagement of third party’s services to asses fairness of Investment, Acquisition, Divestment and Restructuring transactions made subject to the capital market applicable provisions. (Annual Report Bank Mandiri Tahun 2017, hal 300-303)	Annual Report Bank Mandiri FY 2017
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.5.1	Does the company disclose its practices to encourage shareholders to engage with the company beyond AGM?	Bank Mandiri has disclosed practices to support Shareholders to keep connecting with the Company other than the GMS. Bank Mandiri consistently provided company’s comprehensive, up-to-date as well as proper information to Shareholders and Stakeholders. In addition, Bank Mandiri, under a periodic basis held: Analyst Meeting : Full Year 2016 (Februari), 1st Quarter 2017 (April), 2nd Quarter 2017 (July), 3rd Quarter 2017 (October) Public Expose : Full Year 2016 (February), 1st Quarter 2017 (April), 2nd Quarter 2017 (July), 3rd Quarter 2017 (October) Investor Conference : Local Investor Conference (3), International Investor Conference (9) Non deal road show : Local Non-Del Roadshow (1), International Non Deal Roadshow (6) The information is mentioned in: Activities in Investor Relations during 2017 (Annual Report Tahun 2017, page 659) Menu Investor Relations (Bank Mandiri Website – Menu Investor Relations)	Annual Report Bank Mandiri FY 2017 Bank Mandiri Website

B. Equitable Treatment of Shareholder

Part	Items	BMRI Practice Year 2016	Source Information
B.1 Shares and voting rights
B.1.1	Do the company's ordinary or common shares have one vote for one share?	In the implementation of voting, each share provides the holder to cast 1 (one) vote, as mentioned in: Bank Mandiri 2018 AGMS Code of Conduct, point 10 – Voting Procedure Bank Mandiri 2018 AGMS Power of Attorney Articles of Association of Bank Mandiri FY 2018, Article 25, section 11 and 13 (page 131-132) Annual Report FY 2017, page 422	Bank Mandiri 2018 AGMS Code of Conduct Bank Mandiri 2018 AGMS Power of Attorney Articles of Association of Bank Mandiri FY 2018, Article 25 Company's Shares
B.1.2	Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)?	Bank Mandiri’s shares are registered shares and are issued on behalf of the owner as registered in the Shareholders Register consisting of Series A Dwiwarna share that specifically can only be owned by the State of The Republic of Indonesia and Series B shares which may be owned by the public. The Company only acknowledges one person (individual person or legal entity) as the holder of 1 (one) share or more. The information is mentioned in: 1. Articles of Association FY 2018, Article 5 Section 1(page 14)	Articles of Association of Bank Mandiri FY 2018, Article 5
B.2 Notice of AGM
B.2.1	Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution?	Each determination for agenda is not related to determination of other agendas. Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight	Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight
B.2.2	Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version?	Summons for 2018 AGMS is made in counterparts, in Indonesian and English languages, as well as published on the same date (27 February 2018) Bank Mandiri 2018 AGMS Agenda (ndonesia & English) Bank Mandiri 2018 AGMS Announcement (Indonesia & English)	Bank Mandiri 2018 AGMS Agenda Bank Mandiri 2018 AGMS Announcement
B.2.3	Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included?	Profile of prospective member of Board of Commissioners and Board of Directors shall be presented during performance to AGMS. Bank Mandiri 2018 AGMS Agenda, Notes Bank Mandiri 2018 Agms Announcement	Bank Mandiri 2018 AGMS Agenda Bank Mandiri 2018 AGMS Announcement
B.2.4	Are the auditors seeking appointment/re-appointment clearly identified?	Bank Mandiri appointed Public Accounting Firm Purwantono, Sungkoro & Surja to audit the Consolidated Financial Statements of the Company and Annual Partership and Community Development Program Report for the Financial Year ended on 31 Desember 2018, as mentioned in: Bank Mandiri 2018 Attachment to AGM Supporting Materials, Agenda 3, page 5 Bank Mandiri 2018 AGMS Agenda	Bank Mandiri 2018 Attachment to AGM Supporting Materials Bank Mandiri 2018 AGMS Agenda
B.2.5	Were the proxy documents made easily available?	Document of power of attorney from Shareholders may be downloaded in Bank Mandiri website and may be obtained at the Company’s share registrar office during office hours. Bank Mandiri 2018 Invitation of the AGMS, Notes Bank Mandiri 2018 Power of Attorney	Bank Mandiri 2018 Invitation of the AGMS Bank Mandiri 2018 Power of Attorney
B.3 Insider trading and abusive self-dealing should be prohibited
B.3.1	Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market?	Bank officials possessing the confidential information shall not misuse such information for their personal, their families or other third parties advantages. as mentioned in: Management of the BOC’s Conflict of Interest - Annual Report FY 2017, page 455 Management of the Board of Directors Conflict of Interest - Annual Report FY 2017, page 501-502 The Content of The Code of Conduct - Annual Report FY 2017, page 664-665 Prevention of Insider Trading - Annual Report FY 2017, page 687	Management of the BOC’s Conflict of Interest Management of the Board of Directors Conflict of Interest The Content of The Code of Conduct Prevention of Insider Trading
B.3.2	Are the directors / commissioners required to report their dealings in company shares within 3 business days?	With reference to Regulation of the Financial Service Authority (POJK) No. 60/POJK.04/2015 concerning Disclosure of Shareholder’s Information, where the Board of Directors or Board of Commissioners of Public Company will be under obligation to report to Financial Services Authority for ownership and any changes to ownership of Public Company's shares no later than 10 (ten) days after the transaction. During 2017, there have been purchases and/or sales of Bank's shares conducted by Mr. Hery Gunardi and Mr. Goei Siauw Hong. Those transaction had been reported to OJK. (Annual Report FY 2017, page 118) Bank Mandiri is in the process of refining its internal provisions related to the reporting of transaction of sgares conducted by the Board of Commissioners and Board of Directors (Annual Report FY 2017, page 417)	Board of Directors and Board of Commisioner’s Share Trading Refining of Internal Provisons Related to Transaction of Shares Reporting
B.4 Related party transactions by directors and key executives
B.4.1	Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest?	Bank Mandiri has policy stipulating the disclosure by Board of Directors and Board of Commissioners regarding conflict of interest stated in GCG Charter. GCG Charter, point. C - Conflict of Interest number 2 & 3, page 18. Annual Report of Bank Mandiri FY 2017, page 455 & 501-502	GCG Charter Management of the BOC’s Conflict of Interest Management of the Board of Directors Conflict of Interest
B.4.2	Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders?	Transaction Policies with the Related Parties of Bank Mandiri are as follows: The restructured credits to the Related Parties must be be analyzed / reviewed by the certified and reputable an independent financial consultant. (Bank Mandiri Website - Menu GCG - Governance Document - Transaction Policy with Related Parties, page 4, points 5 and 6) Referring to Bank Mandiri’s internal policies regarding credit disbursement, the provision of funds to related parties (individuals or groups, including executive officers, Board of Directors and Commissioners of the Bank) has been fairly performend reasonably with the approval of the Board of Commissioners. (Annual Report FY 2017, page 309)	Transaction Policy with Related Parties Transaction With Affiliated Entities
B.4.3	Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?	Bank Mandiri determines policies specifying : Each member of the Board of Directors who is personally in any way whatsoever, either directly or indirectly, has interest in a transaction, contract or a proposed contract in which matter the Company is a party, must declared in the Board of Directors Meeting and accordingly has no right to cast a vote concerning the matters in relation to the such transaction or contract. Each member of the Board of Commissioners who is personally in any way whatsoever, either directly or indirectly, has interest in a transaction, contract or a proposed contract in which matter the Company is a party must be declared in the Board of Commissioners Meeting and accordingly has no right to cast a vote concerning matters in relation to such transaction or contract. as mentioned in: Articles of Association of Bank Mandiri FY 2018, Article 13, section 22 (page 70) Articles of Association of Bank Mandiri FY 2018, Article 16, section 21 (page 94) Charter of Board of Commissioners Article 5 section 3, and 11 section 9 Charter of Board of Directors, Article 6 and 11 section 3	Articles of Association of Bank Mandiri, Article 13 Articles of Association of Bank Mandiri, Article 16 Charter of Board of Commissioners Charter of Board of Directors
B.4.4	Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates?	Bank Mandiri determines policies specifying: Bank Mandiri has internal policies related to transactions containing conflict of interest and/or transactions with affiliates. 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. Policy: Loan Policy of Board of Directors Loan Policy of Board of Commissioners Practice: Loan Policy for the Board of Commissioners and Directors - Annual Report of Bank Mandiri FY 2017, page 309	Loan Policy of Board of Commissioners' Loan Policy of Board of Directors Loan Policy for the Board of Commissioners and Directors
B.5 Protecting minority shareholders from abusive actions
B.5.1	Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?	Bank Mandiri and Subsidiaries have transactions with related parties as defined in SFAS 7, “Related Party Disclosures” and Regulation of the Financial Services Authority (formerly Bapepam-LK) or POJK No. KEP-347/BL/2012 dated June 25, 2012 on the “Presentation of Financial Statements of Public Company”. All transactions made in 2017 were categorized as Arm’s Length transactions and in accordance with the ordinary commercial requirements as shown by “Unqualified Opinion” from Independent Auditor on 2017 Consolidated Financial Statements. (Annual Report of Bank Mandiri FY 2017, page 309-310)	The Appropriateness and Reasons of Doing the Transaction
B.5.2	In case of related party transactions requiring shareholders approval, is the decision made by disinterested shareholders?	During 2017 there shall be no Related Party Transactions requiring approval from GMS. There were also no conflict of interest transactions as mentioned in BAPEPAM LK Regulation No. IX.E.1 on Conflict of Interest. 1. Transaction Policy with the Related Parties - Bank Mandiri Website 2. Annual Report of Bank Mandiri FY 2017, page 309-311 3. Annual Report of Bank Mandiri FY 2017, page 686	Transaction Policy with the Related Parties Review Mechanism Policy for Transaction And Fulfillment of Related Terms and Conditions Transaction Containing Conflict of Interest

C. Role of Stakeholders

Part	Items	BMRI Practice Year 2016	Source Information
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected. (Does the company disclose a policy AND PRACTICES that ADDRESS)
C.1.1	The existence and scope of the company's efforts to address customers' welfare?	Policy and Implementation: Corporate Social Responsibilities to Customers - Annual Report of Bank Mandiri FY 2017, page 720-723 Stakeholder Engagement - Sustainability Report of Bank Mandiri FY 2017, page 30-31 Fulfilling Customer Interest - Sustainability Report of Bank Mandiri FY 2017, page 54-57 Company's Product: Bank Mandiri Website - Individual Menu Bank Mandiri Website - Business Menu Bank Mandiri Website - Priority Menu	Annual Report Bank Mandiri FY 2017 Sustainability Report of Bank Mandiri FY 2017 Individual Menu Business Menu Priority Menu
C.1.2	Supplier/contractor selection procedures?	Corporate Social Responsibilities to Suppliers - Annual Report of Bank Mandiri FY 2017, page 724-725 Sustainable Procurement - Sustainability Report of Bank Mandiri FY 2017, page 47 Procurement Policy - Bank Mandiri Website	Corporate Social Responsibilities to Suppliers Sustainable Procurement Procurement Policy
C.1.3	The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?	Policy and Implementation: Corporate Social Responsibilities to he Environment (Annual Report of Bank Mandiri FY 2017, page 702-707) Environment Conservation - Sustainability Report Bank Mandiri FY 2017, page 58-65	Corporate Social Responsibilities to he Environment Environment Conservation
C.1.4	The company's efforts to interact with the communities in which they operate?	Policy and Implementation: Corporate Social Responsibilities Related to Social and Community Development - Annual Report of Bank Mandiri FY 2017, page 714-719 Empowering The Community - Sustainability Report of Bank Mandiri 2017, page 66-72	Corporate Social Responsibilities Related to Social and Community Development Empowering The Community
C.1.5	The company's anti-corruption programmes and procedures?	Implementation of Anti-Corruption Strategy: Anti Fraud Strategy - Annual Report of Bank Mandiri FY 2017, page 50 Anticorruption and antifraud policy (OJK Recommendation) - Annual Report of Bank Mandiri FY 2017, page 406 Gratuity Report Mechanism - Annual Report of Bank Mandiri FY 2017, page 670-673 Anti Corruption Policy - Annual Report of Bank Mandiri FY 2017, page 687-688	Anti Fraud Strategy Anticorruption and antifraud policy (OJK Recommendation) Gratuity Report Mechanism Anti Corruption Policy
C.1.6	How creditors' rights are safeguarded?	Creditor's Rights Policy - Bank Mandiri Website Creditor’s Rights (OJK Recommendation) - Annual Report of Bank Mandiri FY 2017, page 407.	Creditor's Rights Policy Creditor’s Rights (OJK Recommendation)
C.1.7	Does the company have a separate report/section that discusses its efforts on environment/economy and social ?	Bank Mandiri has made a separated report discussing contribution of Bank Mandiri in environmental/economic and social management, comprising Sustainability Report that may be downloaded from Bank Mandiri Website. (Bank Mandiri Website)	Sustainability Report Bank Mandiri
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C.2.1	Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights?	Bank Mandiri provides contact details through Bank Mandiri's website or Annual Report, where stakeholders may submit their criticisms and suggestions, as outlined in: Customer Complaint (Annual Report of Bank Mandiri FY 2017, page 720) Contact Us (Bank Mandiri Website)	Customer Complaint Contact Us
C.3 Performance-enhancing mechanisms for employee participation should be permitted to develop.
C.3.1	Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees?	Bank Mandiri has disclosed policies and implementation on employees health, safety and welfare as follows: Process and Policy Human Capital - Annual Report of Bank Mandiri FY 2017 Performance and Reward Management (Bank Mandiri Website - About Mandiri Menu - GCG - Governance Structure - Governance Document - Reward Management) The Activity of Providing Healthcare Facilities - Annual Report of Bank Mandiri FY 2017, page 708-713)	Process and Policy Human Capital Performance and Reward Management The Activity of Providing Healthcare Facilities
C.3.2	Does the company explicitly disclose the policies and practices on training and development programmes for its employees?	Bank Mandiri has disclosed Policy and Implementation of employee training and development as follows: Performance and Reward Management (Bank Mandiri Website) Design For Training And Development of Human Capital - Annual Report of Bank Mandiri FY 2017, page 353-354 Development of Employee Competency - Annual Report of Bank Mandiri FY 2017, page 110-114	Performance and Reward Management Design For Training And Development of Human Capital Development of Employee Competency
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: Award - Annual Report of Bank Mandiri FY 2017, page 355 Performance and Reward Management - Bank Mandiri Website	Award Performance and Reward Management
C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this.
C.4.1	Does the company have procedures for complaints by employees and other stakeholders concerning illegal and unethical behaviour (i.e. corruption, violation of rights)?	Bank Mandiri has owned and disclosed the policy regarding: Whistle blowing System (Bank Mandiri Website) Implementation of WBS (Annual Report of Bank Mandiri FY 2017, page 38) Whistleblowing System (Annual Report of Bank Mandiri FY 2017, page 671-673) The Management of Gratuity Control (Annual Report of Bank Mandiri FY 2017, page 669-671) Whistle blowing System Policy regulating: Management of Whistleblowing System Submission of Violation Reports and Handling of Complaints Protection for Whistleblower Types of Violation to be Reported LTC Mechanism	Whistle blowing System The Management of Gratuity Control
C.4.2	Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behaviour from retaliation?	Bank Mandiri has established procedures for protection of employees reporting activities that violate code of ethics as included in: Whistle blowing System (Bank Mandiri Website) Protection for Whistleblower - Annual Report of Bank Mandiri FY 2017, page 672	Whistle blowing System Protection for Whistleblower

D. Disclosure and Transparency

Part	Items	BMRI Practice Year 2016	Source Information
D.1 Transparent Ownership Structure
D.1.1	Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?	Information regarding identities the of the shareholders has been disclosed in the Annual Report of Bank Mandiri FY 2017 regarding Shareholder Composition (Annual Report of Bank Mandiri FY 2017 , pages 115-116)	Shareholder 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 2017 regarding Shareholder Composition Shareholders’ Composition - Annual Report of Bank Mandiri FY 2017 , pages 115-116 Key Shareholder and Controller Information - Annual Report of Bank Mandiri FY 2017 , pages 684	Shareholders’ Composition Key Shareholder and Controller Information
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 2017. Board of Commissioners’ and Board of Directors’ Shareholding - Annual Report of Bank Mandiri FY 2017 , page 117-118 Stock Ownership of the Board of Commissioners - Annual Report of Bank Mandiri FY 2017 , page 455-456 Board of Directors Shareholding - Annual Report of Bank Mandiri FY 2017 , page 502	Board of Commissioners’ and Board of Directors’ Shareholding Stock Ownership of the Board of Commissioners Board of Directors Shareholding
D.1.4	Does the company disclose the direct and indirect (deemed) shareholdings of senior management?	Bank Mandiri has disclosed information regarding share ownership and options of Board of Directors / Board of Commissioners in the Annual Report of Bank Mandiri FY 2017. Employee Stock Option Program (ESOP)/Management Stock Option Program (MSOP) - Annual Report of Bank Mandiri FY 2017 , page 307-308)	ESOP/MSOP
D.1.5	Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?	Bank Mandiri has disclosed information regarding the structure of Bank Mandiri's group of companies in the Annual Report FY 2017, as mentioned under: Company Group Structure - Annual Report of Bank Mandiri FY 2017 , page 126-127 Names and Addresses of Subsidiaries, Associates, Overseas Branch Offices, and Regional Offices - Annual Report of Bank Mandiri FY 2017 , page 147-149	Company Group Structure Names and Addresses of Subsidiaries, Associates, Overseas Branch Offices, and Regional Offices
D.2 Quality of Annual Report Does the company's annual report disclose the following item :
D.2.1	Corporate objectives	Company Vision, Missions, and Culture - Annual Report of Bank Mandiri FY 2017, page 86-88 Company Strategy - Annual Report of Bank Mandiri FY 2017, pages 166-168	Company Vision, Missions, and Culture Company Strategy
D.2.2	Financial performance indicators	Financial Highlights - Annual Report of Bank Mandiri FY 2017, pages 16-21 Bank Mandiri’s Performance in 2017 - Annual Report of Bank Mandiri FY 2017, pages 47-48 Market Share - Annual Report of Bank Mandiri FY 2017, pages 170-172 Financial Review - Annual Report of Bank Mandiri FY 2017, pages 214-240	Financial Highlights Bank Mandiri’s Performance in 2017 Market Share Financial Review
D.2.3	Non-financial performance indicators	Operational Highlights - Annual Report of Bank Mandiri FY 2017, pages 20 Bank Mandiri’s Performance in 2017 - Annual Report of Bank Mandiri FY 2017, pages 47-48 CGPI Assessment - Annual Report of Bank Mandiri FY 2017, page 415 ASEAN CG Scorecard Assessment - Annual Report of Bank Mandiri FY 2017, page 417 Customer Satisfaction Index - Annual Report of Bank Mandiri FY 2017, page 722 Market Share - Annual Report of Bank Mandiri FY 2017, page 170-172	Financial Highlights Bank Mandiri’s Performance in 2017 CGPI Assessment ASEAN CG Scorecard Assessment Market Share
D.2.4	Dividend policy	Dividend Policy - Annual Report of Bank Mandiri FY 2017, page 305-306) Dividend Policy (Bank Mandiri Website)	Annual Report Bank Mandiri FY 2017 Bank Mandiri Website
D.2.5	Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners	Board of Commissioners' Profile - Annual Report of Bank Mandiri FY 2017, page 90-95 Board of Directors Profile - Annual Report of Bank Mandiri FY 2017, page 96-101 Diversity in Composition of the Board of Commissioner - Annual Report of Bank Mandiri FY 2017, page 446-451 Diversity of The Board of Directors - Annual Report of Bank Mandiri FY 2017, page 494-499	Board of Commissioners' Profile Board of Directors Profile Diversity in Composition of the Board of Commissioner Diversity of The Board of Directors
D.2.6	Attendance details of each director/commissioner in all directors/commissoners meetings held during the year	Board of Commissioners Meeting - Annual Report of Bank Mandiri FY 2017, page 463-473 Board of Directors Meeting - Annual Report of Bank Mandiri FY 2017, page 502-516 Joint Meeting - Annual Report of Bank Mandiri FY 2017, page 470-473	Board of Commissioners Meeting Board of Directors Meeting Joint Meeting
D.2.7	Total remuneration of each member of the board of directors/commissioners	Bank Mandiri has disclosed Total Remuneration for Board of Directors and Board of Commissioners as stated in the Annual Report of Bank Mandiri as follows: Policy and Remuneration of the Board of Commissioners - Annual Report of Bank Mandiri FY 2017, page 477-479 Policy and Remuneration for the Board of Directors - Annual Report of Bank Mandiri FY 2017, page 520-522	Policy and Remuneration of the Board of Commissioners Policy and Remuneration for the Board of Directors
Corporate Governance Confirmation Statement
D.2.8	Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue?	Statements regarding implementation of Governance have been included in the Annual Report of Bank Mandiri FY 2017 as mentioned in: Statement of Good Corporate Governance Implementation - Annual Report of Bank Mandiri FY 2017, page 689-695 In 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: Implementation of Corporate Governance Aspects and Principles for Public Listed Companies in Accordance with the Provisions of the Financial Services Authority - Annual Report of Bank Mandiri FY 2017, page 398-411	Statement of Good Corporate Governance Implementation Implementation of Corporate Governance Aspects and Principles for Public Listed Companies in Accordance with the Provisions of the FSA
D.3 Disclosure of related party transactions (RPT )
D.3.1	Does the company disclose its policy covering the review and approval of material/significant RPTs?	Transaction Policies with the Related Parties of Bank Mandiri are as follows: Secretary of the Credit Committee submit and report on Gross Assets Value requiring for consultation or requesting for approval to Board of Commissioners. Restructured Credits to the Related Parties will be analyzed/reviewed by the certified and reputable financial consultant.(Transaction Policy with Related Parties - Bank Mandiri Website) Referring to Bank Mandiri's internal policy, it is stated that the policy of providing funds to related parties shall not be contrary to the general procedure of granting the provision of funds in force and shall continue to provide a reasonable benefit to the company, the provision shall also be subject to the approval of the Board of Commissioners. (Annual Report of Bank Mandiri FY 2017, page 309-310)	Transaction Policy with Related Parties Review Mechanism Policy for Transaction And Fulfillment of Related Terms and Conditions
D.3.2	Does the company disclose the name, relationship, nature and value for each significant/material RPTs?	Bank Mandiri has disclosed information about Related Parties Transaction as mentioned in: The Relationship Of Related Parties - Annual Report of Bank Mandiri FY 2017, page 309-319 Financial Report - Annual Report Bank Mandiri FY 2017, page 200-222	The Relationship Of Related Parties Financial Repor
D.4 Does the company disclose trading in the company's shares by insiders?
D.4.1	Does the company disclose trading in the company's shares by insiders ?	Bank Mandiri has disclosed information as referred to in the Annual Report of Bank Mandiri FY 2017, as mentioned in: 1. Board of Directors and Board of Commisioner’s Share Trading (Annual Report of Bank Mandiri FY 2017, page 117-118)	Board of Directors and Board of Commisioner’s Share Trading
D.5 External auditor and Auditor Report Where the same audit firm is engaged for both audit and non-audit services
D.5.1	Are the audit and non-audit fees disclosed ?	In 2017 KAP fees amounting to Rp10 billion with details of audit fees on the financial statements worth Rp 8, 7 billion and Rp1, 3 billion the rest for fees of other services provided by the Accountant. (Annual Report of Bank Mandiri FY 2017, page 619)	Audit Fee
D.5.2	Does the non-audit fee exceed the audit fees ?	Non-audit fee amounted to Rp1, 3 billion did not exceed the audit fee which amounted to Rp 8, 7 billion (Annual Report of Bank Mandiri FY 2017, page 619).	Non Audit Fee
D.6 Medium of communications
D.6.1	Quarterly reporting	Bank Mandiri uses Quarterly Financial Report as communication media with the shareholders and stakeholders. Such quarterly reports may be downloaded on Bank Mandiri Website, (Bank Mandiri Website)	Quarterly Financials
D.6.2	Company website	Bank Mandiri uses Company Website as communication medium, which may be accessed through: www.bankmandiri.co.id (Bank Mandiri's Website)	Bank Mandiri Website
D.6.3	Analyst's briefing	Bank Mandiri prepares Analyst's Meeting as a communication medium. Such information may be accessed through Bank Mandiri Website. (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 Release (Annual Report of Bank Mandiri FY 2017, page 659-662) News Release (Bank Mandiri Website)	Press Release News Release
D.7 Timely filing/release of annual/financial reports
D.7.1	Are the audited annual financial report / statement released within 120 days from the financial year end?	Bank Mandiri has published Financial Statement Year 2017 on February 7th, 2018 (within 120 days) through : the Print Media The Jakarta Post	The Jakarta Post
D.7.2	Is the annual report released within 120 days from the financial year end?	Bank Mandiri has published Annual Report FY 2017 through Bank Mandiri Website and Indonesia Stock Exchange Website on 27 February 2018, and has officially determined the Annual Report in GMS on 21 March 2018, as mentioned on: Bank Mandiri 2017 AGM Minutes, page14-34 (Agenda 1) Bank Mandiri's Letter to OJK Number CEO.CSC/CMA.436/2018 date 27 February 2017, concerning The Submission of Bank Mandiri's Annual Report FY 2017	Bank Mandiri 2018 AGM Minutes Bank Mandiri's Letter to OJK Number CEO.CSC/CMA.436/2018
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 2017 in: Board of Director's Statement regarding The Responsibility For The Consolidated Financial Statements as at and for the year ended 31 December 2017 (Annual Report of Bank Mandiri FY 2017, page 741)	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 the following:
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	AGMS EGMS
D.8.5	Minutes of AGM and/or EGM	Bank Mandiri has disclosed Minutes to AGMS and EGMS in Bank Mandiri Website	AGMS EGMS
D.8.6	Company's constitution (company's by-laws, memorandum and articles of association)	Bank Mandiri has disclosed Articles of Association of the Company in Bank Mandiri Website	Articles of Association
D.9 Investor relations
D.9.1	Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations?	Bank Mandiri has disclosed detail of contact from Investor Relations Unit available at Bank Mandiri Website. Contact Us (Bank Mandiri Website) Contact - Annual Report of Bank Mandiri FY 2017, page 61 Access to Company Data and Information - Annual Report of Bank Mandiri FY 2017, page 658-659	Contact Us Contact Access to Company Data and Information

E. Responsibilities of the Board

Part	Items	BMRI Practice Year 2016	Source Information
E.1 Board Duties and Responsibilities Clearly defined board responsibilities and corporate governance policy
E.1.1	Does the company disclose its corporate governance policy / board charter?	Bank Mandiri has disclosed Corporate Governance Policy available at Bank Mandiri Website (Bank Mandiri Website - About Bank Mandiri - GCG - Governance Structure - Governance Document - GCG Charter) Annual Report Bank Mandiri FY 2017, page 439 3. Annual Report Bank Mandiri FY 2017, pages 485 - 486	GCG Charter Charter of Board of Commissiones Charter 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 2018 (Articles of Association of Bank Mandiri FY 2018, Article 12, section 7, page 54-57)	Articles of Association, Article 12
E.1.3	Are the roles and responsibilities of the board of directors/commissioners clearly stated ?	Tasks and responsibilities of Board of Directors / Board of Commissioners are included in: Duties and responsibilities of Board of Directors (Annual Report of Bank Mandiri FY 2017, page 486) Tasks and responsibilities of Board of Directors, (Bank Mandiri Website) Duties and responsibilities of Board of Commissioners (Annual Report of Bank Mandiri FY 2017, pages 439 - 440) Charter of Board of Commissioners (Bank Mandiri Website)	Duties and Responsibilities of Board of Directors Task and Responsibilities of Board of Directors Duties and Responsibilities of Board of Commissioners Charter of Board of Commissioners
Corporate Vision/Mission
E.1.4	Does the company have an updated vision and mission statement?	Vision and Mission of Bank Mandiri are included in the Annual Report of Bank Mandiri FY 2017, page 86	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. Annual Report of Bank Mandiri FY 2017, page 86 Annual Report of Bank Mandiri FY 2017, pages 46-47 Articles of Association, article 17, section 1 page 94	Review Vission & Mission Strategy Review Articles 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. Annual Report of Bank Mandiri FY 2017, page 86 Annual Report of Bank Mandiri FY 2017, pages 46-47 Annual Report of Bank Mandiri FY 2017, pages 516 Annual Report of Bank Mandiri FY 2017, page 523-524	Review Vission & Mission Strategy Review Meeting Attendance & Frequency Review and Evaluation Strategy
E.2 Board Structure Code of Ethics or Conduct
E.2.1	Are the details of the code of ethics or conduct disclosed?	Details regarding Code of Conduct are disclosed in : Annual Report of Bank Mandiri FY 2017, pages 664-668 Bank Mandiri Website (GCG menu - Governance Structure - Governance Document - Code of Conduct)	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 2017, page 667	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 2017, pages 667-668	Effort in Implementation and Enforcement of The Code of Conduct
Board Structure & Composition
E.2.4	Do Independent directors/ commissioners make up at least 50% of the board of directors/commissioners?	Number and Composition of Board of Commissioners FY 2017 (after changes in composition of Board of Commissioners), indicates that composition of Independent Commissioners is 4 (four) out of 8 eight) or 50% of the members of Board of Commissioners are the Independent Commissioners. Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight Annual Report of Bank Mandiri FY 2017, page 452	Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight Number & Composition of Board of Commissioners
E.2.5	Does the company have a term limit of nine years or less for its independent directors/commissioners?	Board of Directors' Term of Office: Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16, section 4, stated that The term of office of a member of the Board of Directors shall be 5 (five) years and may be re-appointed for 1 (one) term of office. Board of Commissioners' Term of Office: Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28, section 3, stated that The term of office of a member of the Board of Commissioners shall be 5 (five) years and may be re-appointed for 1 (one) term of office. Annual Report Bank Mandiri FY 2017, page 441	Law No. 19 of 2003 Indonesia State-Owned Entities Excerpt of Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16 Excerpt of Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28 Tenure of Board of Commissioners
E.2.6	Has the company set a limit of five board seats that an individual independent/ non-executive director/commissioner may hold simultaneously	Information related to double positions of Board of Commissioners / Independent Commissioners presented under: Articles of Association of Bank Mandiri FY 2018, Article 14, section 26, page 81 Annual Report of Bank Mandiri FY 2017, pages 454-455	Articles of Association, Article 14 Policy on Concurrent Positions of the Board of Commissioners and its Implementation
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 None of Board of Directors of Bank Mandiri having double positions at the other Public Companies. 1. Articles of Association of Bank Mandiri FY 2018, Article 11, section 24, page 44 2. Annual Report of Bank Mandiri FY 2017, pages 454-455 3. Annual Report of Bank Mandiri FY 2017, pages 501-502	Article of Association Bank Mandiri, Article 11 Affiliate Relationship of Board of Commissioners Affiliate Relationship 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 Commissioners, Chapter III, Article 6 Annual Report of Bank Mandiri FY 2017, pages 542-545	Charter of Board of Commissioners Remuneration & 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 4 (four) person from 9 (nine) 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 2017, page 544-545	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 Independent Commissioner namely Mr. Hartadi A. Sarwono. Nomination and Remuneration Committee Charter, point 1.3 (page 7) Annual Report of Bank Mandiri FY 2017, page 544-545	Nomination and Remuneration Committee Charter 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 : Bank Mandiri Website Annual Report of Bank Mandiri FY 2017, page 542-543	Charter Remuneration & Nominating Committee (website) Charter 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?	The attendance of members of Nomination Committee are disclosed in the Annual Report of Bank Mandiri. (Annual Report of Bank Mandiri FY 2017, hal. 551-552) Performance of the Meeting of Nomination Committee will be held according to the needs and assignment from Board of Commissioners, at minimum 2 (twice) in 1(one) year. Nomination and Remuneration Committee Charter, point 2.3, page 8	Remuneration & Nomination Committee Meeting Agenda Nomination and Remuneration Committee Charter
E.2.13	Does the company have a Remuneration Committee?	Bank Mandiri establishes Nomination and Remuneration Committee Charter Board of Commissioners, Chapter III, Article 6 Annual Report of Bank Mandiri FY 2017, pages 542-545	Charter Board of Commissioners 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 4 (four) person from 9 (nine) 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 2017, page 544-545	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. Hartadi Agus Sarwono. Nomination and Remuneration Committee Charter, point 1.3 (page 7) Annual Report of Bank Mandiri FY 2017, page 545	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 : Bank Mandiri Website. (Bank Mandiri Website, GCG menu - Governance Structure - Committee Structure - Committee Charter - Remuneration & Nomination Committee Charter) Annual Report of Bank Mandiri FY 2017, page 542-543	Charter Remuneration & Nominating Committee (website) Charter Remuneration & Nominating Committee (AR)
E.2.17	In the meeting attendance of the Remuneration Committee disclosed and if so, did the Remuneration Committee meet at least twice during the year?	The attendance of members of Nomination Committee are disclosed in the Annual Report of Bank Mandiri. (Annual Report of Bank Mandiri FY 2017, hal. 551-552) Performance of the Meeting of Nomination Committee will be held according to the needs and assignment from Board of Commissioners, at minimum 2 (twice) in 1(one) year. Nomination and Remuneration Committee Charter, point 2.3, page 8)	Remuneration & Nomination Committee Meeting Agenda Nomination and Remuneration Committee Charter
Audit Committee
E.2.18	Does the company have an Audit Committee?	Bank Mandiri has Audit Committee Charter of Board of Commissioners, Chapter III, Article 6 Annual Report of Bank Mandiri FY 2017, page 530-534	Charter of Board of Commissioners Audit Committee
E.2.19	Is the Audit Committee comprised entirely of non-executive directors/ commissioners with majority of independent directors/commissioners?	Composition of members of Audit Committee consists of 3 (three) Independent Commissioners, 2 (two) Independent Parties, and 1 Commissioners, and in accordance with the POJK No. 2. 55 / POJK.06 / 2016 on the Implementation of Good Corporate Governance for Commercial Banks. Annual Report of Bank Mandiri FY 2017, page 534	Composition of Committee Audit
E.2.20	Is the chairman of the Audit Committee an Independent Director/ Commissioner?	Chairman of Audit Committee is an Independent Commissioner namely Mr. Bp. B.S. Kusmulyono Charter Audit Committee, point 3.3 (page 3) Annual Report of Bank Mandiri FY 2017, page 534	Committee Audit Charter Composition of Committee Audit
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: Bank Mandiri Website Annual Report of Bank Mandiri FY 2017, pages 530-534	Committee Audit 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)?	In the Audit Committee Charter, point 4.2, page 3, it is mentioned that the committee members have sufficient knowledge to read and understand the financial statements. Qualification of Audit Committee has disclosed through Annual Report of Bank Mandiri FY 2017, pages 536-537	Committee Audit Charter Qualification of Audit Committee
E.2.23	Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four during the year	Attendance of members of Audit Committee are disclosed in the Annual Report of Bank Mandiri. (Annual Report of Bank Mandiri FY 2017, hal. 538-541) Performance of the Meeting of Audit Committee will be held according to the need and assignment from Board of Commissioners, at minimum 2 (twice) a year. (Audit Charter Committee, point 4.2, page 3)	Audit Committee Meeting Agenda Committee 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. Audit Committee Charter, point 5.3.5 (page 12) Annual Report of Bank Mandiri FY 2017, pages 530-533	Committee Audit Charter Duties & Responsibilities of Audit Committee
E.3 Board Processes Board meetings and attendance
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 Directors, Article 6, point 3 (page 5). Charter of Board of Commissioners, Article 7, section 6 (page 11). 3. Meeting Schedule uploaded in Bank Mandiri Website	Charter of Board of Director Charter of Board of Commissioners Meeting Schedule
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 49 times, while Board of Commissioners arranged 33 BoC meetings. Annual Report of Bank Mandiri FY 2017, pages 463-469 Annual Report of Bank Mandiri FY 2017, pages 503-515	Board of Commissioners Meeting Agenda Board of Directors Meeting Agenda
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. Annual Report of Bank Mandiri FY 2017, pages 472 Annual Report of Bank Mandiri FY 2017, pages 516	Board of Commissioners Meeting Attendance Board 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 Annual Report of Bank Mandiri FY 2017, page 463 Charter of Board of Commissioners, Article 7, Section 3 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: Annual Report of Bank Mandiri FY 2017, page 502 Charter of Board of Directors, Article 10, section 1	Board of Commissioners Meeting Charter of Board of Commissioners Board of Directors Meeting Charter 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 33 times of Board of Commissioners’ internal meetings Annual Report of Bank Mandiri FY 2017 pages 463-469	Meetings of Board of Commissioners
Access to information
E.3.6	Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting?	Material for the Board of Commissioners Meeting shall be distributed to all meeting participants at the latest of 5 (five) business days prior to the meeting, as mentioned in : Charter of Board of Commissioners , Chapter III, Article 10 Annual Report of Bank Mandiri FY 2017 page 463 Materials for the scheduled meetings as of referred to under Article 6 section 3 shall be submitted in written to members of the meeting within the latest of 5 (five) business days prior to convening the meeting to each member of Board of Directors, as mentioned in : Charter of Board of Directors, Chapter III, Article 12, point 1 Annual Report of Bank Mandiri FY 2017, page 502	Charter of Board of Commissioners Board of Commissioners Meeting Charter of Board of Directors Board 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 2017, pages 582-583	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 2017, Corporate Secretary has participated in various trainings. Annual Report of Bank Mandiri FY 2017, page 584	Corporate Secretary Improvement Program
Board Appointments and Re-Election
E.3.9	Does the company disclose the criteria used in selecting new directors/commissioners?	Bank Mandiri has disclosed the criteria used in selection of Board of Directors / Board of Commissioners in the Annual Report and Website of Bank Mandiri, as mentioned under: Annual Report of Bank Mandiri FY 2017, pages 441-442 Annual Report of Bank Mandiri FY 2017, pages 486-487 Bank Mandiri Website	Criteria for Members of the Board of Commissioners Criteria for Members of the Board of Directors Board of Commissioners Selection Criteria Board of Directors Selection Criteria
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 2017, pages 553-555 Bank Mandiri Website	Process of Appointing New Commissioners & New Directors
E.3.11	Are all the directors/commissioners subject to re-election at least once every three years?	Term of office for members of Board of Commissioners and Board of Directors at maximum 5 years and may be reappointed for another 1 (one) term of office 2(two) times of term of office = maximum 10 years) Articles of Association of Bank Mandiri FY 2018, Article 11, point 12 (page 39) Articles of Association of Bank Mandiri FY 2018, Article 14, point 8 (page 76) Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16, section 4, stated that The term of office of a member of the Board of Directors shall be 5 (five) years and may be re-appointed for 1 (one) term of office. Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28, section 3, stated that The term of office of a member of the Board of Commissioners shall be 5 (five) years and may be re-appointed for 1 (one) term of office.	Articles of Association of Bank Mandiri FY 2018, Article 11 Articles of Association of Bank Mandiri FY 2018, Article 14 Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16, section 4, Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28, section 3
Remuneration Matters
E.3.12	Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO?	Company has disclosed Remuneration Policy for Board of Directors through: Annual Report of Bank Mandiri FY 2017, pages 307-308 Annual Report of Bank Mandiri FY 2017, pages 477-479 Annual Report of Bank Mandiri FY 2017, pages 520-522	ESOP & MSOP Remuneration Structure of Board of Commissioners Remuneration Structure of Board of Directors
E.3.13	Is there disclosure of the fee structure for non- executive directors/commissioners?	Company has disclosed Remuneration Policy for Board of Commissioners and Board of Director through: Annual Report of Bank Mandiri FY 2017, pages 479 Annual Report of Bank Mandiri FY 2017, pages 522	Remuneration Structure of Board of Commissioners Remuneration Structure of 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 2018 AGMS Result – Fourth Agenda Bank Mandiri 2018 AGMS Highlight – Fourth Agenda	Bank Mandiri 2018 AGMS Result Bank Mandiri 2018 AGMS Highlight
E.3.15	Does the company have measures to align performance based remuneration with long-term interests of the company, such as claw back, deferred bonuses?	Company has size to adjust performance based remuneration Annual Report of Bank Mandiri FY 2017, pages 478-479 Annual Report of Bank Mandiri FY 2017, pages 524-525 Annual Report of Bank Mandiri FY 2017, pages 520	Measurable Standard to align the Performance-Based Remuneration - Commissioners Measurable Standard to align the Performance-Based Remuneration - Directors
Internal Audit
E.3.16	Does the company have a separate internal audit function?	Bank Mandiri has separate internal audit function Annual Report of Bank Mandiri FY 2017, pages 585-596	Internal Audit
E.3.17	Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?	Head of Internal Audit is Mrs. Mustaslimah Annual Report of Bank Mandiri FY 2017, page 586	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 2017, page 586	Appointment and Termination of Internal Audit Head
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 2017, pages 620-638 Annual Report of Bank Mandiri FY 2017, pages 638-646	Internal Control
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 2017, page 643 Annual Report of Bank Mandiri FY 2017, page 645 Annual Report of Bank Mandiri FY 2017, page 651	Evaluation of Effectiveness of Compliance Function Review of Company's Material Control
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 2017 pages 630-636	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: The internal control system conducted by Bank Mandiri is considered effective and proper, reflected in the implementation of internal control functions, i.e. internal audit, risk management, compliance, financial and operational control functions. (Annual Report of Bank Mandiri FY 2017, page 542)	Statement of Internal Control & Risk Management Adequation
E.4 People on the Board Board Chairman
E.4.1	Do different persons assume the roles of chairman and CEO?	Positions of President Director and President Commissioner of Bank Mandiri held by different parties. In this case position of President Director is held by Mr. Kartika Wirjoatmodjo and President Commissioner were held by Mr. Hartadi A. Sarwono. Annual Report of Bank Mandiri FY 2017, page 90 Annual Report of Bank Mandiri FY 2017, page 96	Profile of CEO Profile of Chairman
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 2017, page 90 Bank Mandiri 2017 EGMS Result	Profile of Chairman Bank Mandiri 2017 EGMS 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 2017, no Board of Directors previously positioned as President Director in the last 2 (two) years Annual Report of Bank Mandiri FY 2017, pages 96-101	Profile of Board of Directors
E.4.4	Are the role and responsibilities of the chairman disclosed?	Bank Mandiri has disclosed Duties and Responsibilities of President Commissioner Annual Report of Bank Mandiri FY 2017, page 439-441	Role & Responsibilities of Chairman
Lead Independent Director
E.4.5	Has the board appointed a lead/senior independent director?	President Commissioner of Bank Mandiri is an Independent Commissioner. Annual Report of Bank Mandiri FY 2017, page 90 Bank Mandiri 2017 EGMS Result	Profile of Chairman Bank Mandiri 2017 EGMS Result
Skills and Competencies
E.4.6	Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?	More than one members of Board of Directors and Board of Commissioners have working experiences in banking sector, as mentioned under: Annual Report of Bank Mandiri FY 2017, pages 90-101 Annual Report of Bank Mandiri FY 2017, pages 446-451 Annual Report of Bank Mandiri FY 2017, pages 494-497	Profiles of Directors and Commissioners Working Experience of Board of Commissioners Working Experience of Board of Directors
E.5 Board Performance Directors Development
E.5.1	Does the company have orientation programmes for new directors/commissioners?	Bank Mandiri has disclosed orientation program for the new Board of Directors and Board of Commissioners Annual Report of Bank Mandiri FY 2017, pages 442-443 Annual Report of Bank Mandiri FY 2017, pages 487-488	Orientation Programme for New Commissioners Orientation Programme for New Directors
E.5.2	Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes and provide evidence of the attendance? (Original E.5.3 merged with E.5.2)	Bank Mandiri has determined policies encouraging Management to join professional education programs. Annual Report of Bank Mandiri FY 2017, pages 473-477 Annual Report of Bank Mandiri FY 2017, pages 516-519 Bank Mandiri Website	Development Programs for Board of Commissiones Development Programs for Board of Directors
CEO/Executive Management Appointments and Performance
E.5.3	Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?	Perusahaan has disclosed planning process carried out by Board of Directors and Board of Commissioners related to succession of President Director and other members of Board of Directors. Annual Report of Bank Mandiri FY 2017, pages 535-555 Bank Mandiri Website	Directors Succession Policy (AR) Directors Succession Policy (Website)
E.5.4	Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?	Every year, the performance of each member of Board of Directors, including President Director, are individually assessed in accordance with their job desks and refer to 5 (five) assessment criteria, namely financial & market perspectives, focus on customers,effectiveness of products and processes, focus on manpower, leadership, governance and CSR. Assessment was prepared based on the achievement targets and Key Performance Indicator (KPI) as mutually agreed upon at the beginning of the year. Measurement of performance success of Board of Directors is reflected in the realization of the Company's Annual Budget Work Plan (RKAP) and the Bank's health rating enclosing Risk Profile, Good Corporate Governance, Profitability and Capital. Parties conducting such referred Board of Directors’ performance assessment shall be Board of Commissioners and GMS. In 2017, results of President Director's assessment prepared based on target achievement and KPI get a score of 108,47. Annual Report of Bank Mandiri FY 2017, pages 524-526	Performance Assessment of Board of Directors
Board Appraisal
E.5.5	Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? (ORIGINAL E.5.6 and E.5.7 MERGED INTO THIS QUESTION - THAILAND IN CHARGE OF MARKING GUIDELINES)	Bank Mandiri has disclosed the criteria used in performance assessment for Board of Directors and Board of Commissioners in the Annual Report of Bank Mandiri FY 2016. Annual Report of Bank Mandiri FY 2017, pages 482-484. Annual Report of Bank Mandiri FY 2017, pages 524-526.	Performance Assessment of Board of Commissioners Performance Assessment of Board of Directors
Director Appraisal
E.5.6	Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? (ORIGINAL E.5.8 and E.5.9 MERGED INTO THIS QUESTION - THAILAND IN CHARGE OF MARKING GUIDELINES)	Bank Mandiri has disclosed the criteria used in performance assessment for Board of Directors and Board of Commissioners in the Annual Report of Bank Mandiri FY 2016. Annual Report of Bank Mandiri FY 2017, pages 482-484. Annual Report of Bank Mandiri FY 2017, pages 524-526.	Performance Assessment of Board of Commissioners Performance Assessment of Board of Directors
Committee Appraisal
E.5.7	Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? (REPHRASED ORIGINAL E.5.10 - THAILAND IN CHARGE OF MARKING GUIDELINES)	Committee's performance assessment shall be prepared by Board of Commissioners in annual basis using method specified by Board of Commissioners Annual Report of Bank Mandiri FY 2017, pages 483-484 Annual Report of Bank Mandiri FY 2017, pages 526-527	Performance Assessment of Board Committees Performance Assessment of Board of Directors Committees

F. Bonus

Part	Items	BMRI Practice Year 2016	Source Information
(B)A. Right of Shareholder
(B)A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.
(B)A.1.1	Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders?	Voting is performed by vote cards and electronic counting. (Bank Mandiri 2018 AGM Highlight, page 3)	Bank Mandiri 2018 AGM Highlight
(B)B. Equitable treatment of shareholders
(B)B.1 Notice of AGM
(B)B.1.1	Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting?	Date of the Annual GMS Performance: March 21, 2018 Summons Date: February 27, 2018 (Bank Mandiri 2018 AGM Agenda)	Bank Mandiri 2018 AGMS Agenda
(B)C. Roles of Stakeholders
(B)C.1.1	Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)?	Bank Mandiri has disclosed that the company has adopted the Global Reporting Initiatives G4 (GRI-G4) and Indicators of the Financial Services Sector Supplement as mentioned in: POJK Reference and Standard GRI Content Index -Sustainability Report FY 2017, page 73-76	Sustainability Report of Bank Mandiri FY 2017
(B)D. Disclosure and transparency
(B)D.1.1	Are the audited annual financial report /statement released within 60 days from the financial year end?	Bank Mandiri has published Financial Statement Year 2017 through the Print Media The Jakarta Post on February 7th, 2018, (38 Days).	The Jakarta Post
(B)D.1.2	Does the company disclose details of remuneration of the CEO?	Bank Mandiri has disclosed the Total Remuneration of the President Director as set out in the Annual Report of Bank Mandiri as mentioned in: Policy and Remuneration for the Board of Directors - Annual Report of Bank Mandiri FY 2017, page 520-522	Annual Report of Bank Mandiri FY 2017
(B)E. Responsibilities of the Board
(B)E.1 Board Competencies and Diversity
(B)E.1.1	Does the company have at least one female independent director/commissioner?	During the period of September 3rd, 2014 through March 14, 2017, Bank Mandiri had 1 (one) female independent commissioner, namely Ibu Aviliani. (Board of Commissioners Profile - Annual Report of Bank Mandiri FY 2017, page 94)	Annual Report of Bank Mandiri FY 2017
(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?	Policy on the Diversity Composition of the Board of Commissioners and its Implementation - Annual Report of Bank Mandiri FY 2017, page 445 - 451 Diversity in Board of Directors Policies and Its Implementation - Annual Report of Bank Mandiri FY 2017, page 493 - 497 Bank Mandiri Diversity Policy refers to governance principles and recommendations as Circular Letter of OJK number. 32 / SEOJK.04 / 2015 concerning Corporate Governance of Public Company Guidelines. (Aspect and Principle of Corporate Governance Implementation According to Financial Service Authority, PART B.1.2 and C.1.2)	Policy on the Diversity Composition of the Board of Commissioners Diversity in Board of Directors Policies and Its Implementation
(B)E.2 Board Structure
(B)E.2.1	Does the Nominating Committee comprise entirely of independent directors/ commissioners?	The composition of members of the Independent Commissioners in the Nomination Committee were 4 (four) persons out of 9 (nine) 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 2017, page 545)	Annual Report of Bank Mandiri FY 2017
(B)E.2.2	Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions?	Remuneration & Nomination Committee Charter, page 9-13. (Bank Mandiri Website) To identify candidate of the Board of Directors either from internal or external and candidate of the Board of Commissioners who has met the requirements to be proposed for the appointment as Director or the Board of Commissioners which is tailored to the Company strategy. (Annual Report of Bank Mandiri Year 2017, page 543)	Bank Mandiri Website Annual Report of Bank Mandiri FY 2017
(B)E.3 Board Appointments and Re-Election
(B)E.3.1	Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners?	Bank Mandiri hired Appraisal Service Companies for selecting Candidates for the Board of Commissioners and the Board of Directors. In 2017, 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 2017, page 555)	Annual Report of Bank Mandiri FY 2017
(B)E.4 Board Structure & Composition
(B)E.4.1	Do independent non-executive directors/ commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman?	In compliance with resolutions of the Annual General Meeting of Shareholders of Bank Mandiri on 21 March 2018, the composition of Independent Commissioner is 50% and the President Commissioner of Bank Mandiri is an Independent Commissioner.	Bank Mandiri 2018 AGM Result
(B)E.5 Risk Oversight
(B)E.5.1	Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board?	IT-related governance process has been disclosed in Annual Report of Bank Mandiri Year 2017 as: IT Governance - Annual Report of Bank Mandiri FY 2017, page 375-381 Business Continuity Model - Annual Report of Bank Mandiri FY 2017, page 708 Discussed in Board Agenda - Annual Report of Bank Mandiri FY 2017, page 502-516	IT Governance Business Continuity Model DIscussed in Board Agenda
(B)E.6 Board Performance
(B)E.6.1	Does the company have a separate board level Risk Committee?	Bank Mandiri has the Risk Monitoring Committee and Risk Management Committee separate from other committees as mentioned on Annual Report of Bank Mandiri Year 2017, page 555-566	Annual Report of Bank Mandiri FY 2017

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A. Right of Shareholders

Part

Items

BMRI Practice Year 2016

Source Information

A.1 Basic Shareholder Rights

Dividend & Split (Bank Mandiri Website)

Bank Mandiri 2018 AGMS Result, 3rd column

A.2 Right to Participate in decisions concerning fundamental corporate changes

A.2.1

Amendments to the company's constitution?

Shareholders have the right to participate in the amendments to the company's constitution through GMS as stated in :

Articles of Association of Bank Mandiri FY 2018, Article 28, section 2 (page 128-129)

Articles of Association of Bank Mandiri FY 2018, Article 25, section 5 (page

A.2.2

The authorisation of additional shares?

Shareholders have the right to participate in the authorization of additional shares as stated in : Articles of Association of Bank Mandiri FY 2018, Article 4, section 5 (page 9)

A.2.3

The transfer of all or substantially all assets, which in effect results in the sale of the company?

Shareholders have the right to participate in the transfer of all or substantially assets, whic in effect results in the sale of company as stated in : Articles of Association of Bank Mandiri FY 2018, Article 12, section 10 (page 58)

A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.

A.3.1

Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?

GMS determines remuneration and honorarium for fiscal year 2018 and performance tantieme (bonus) for Fiscal Year ended on December 31, 2017 for members of Board of Directors and Board of Commissioners of the Company, as mentioned under :

Bank Mandiri 2018 AGMS Result, 4th Agenda.

Bank Mandiri 2018 AGMS Highlight, 4th Agenda.

A.3.2

Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?

Members of the Board of Directors and Commissioners shall be appointed by the GMS of the candidates nominated by the Shareholders of Series A Dwiwarna shares, of which such nomination shall bind the GMS.

Regulation of the Minister of State-Owned Enterprise No. No.PER-03/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise, Chapter III.C.15 - UKK.

Regulation of the Minister of State-Owned Enterprise No. No.PER-02/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Commissioners and Board of Supervision of the State-Owned Enterprise, Chapter III.C.11 - Evaluation.

Articles of Association of Bank Mandiri FY 2018, Article 11, section 10 (page 38)

Shareholders have the right to participate in the authorization of additional shares as stated in :
Articles of Association of Bank Mandiri FY 2018, Article 4, section 5 (page 9)

Shareholders have the right to participate in the transfer of all or substantially assets, whic in effect results in the sale of company as stated in :
Articles of Association of Bank Mandiri FY 2018, Article 12, section 10 (page 58)