Good Corporate Governance

Corporate Governance Implementation
The positive synergy between Bank Resona Perdania and the shareholding company and the Bank’s group structure is expected to support the efforts to establish a reliable bank with high capability for Japanese and Indonesian companies. In order to realize this vision, the Bank needs to ensure that the Bank’s management is in line with the strategic policies that encourage the implementation of Good Corporate Governance (GCG) at Bank Resona Perdania Financial Conglomerate.

In the implementation of good corporate governance, the Bank is fully aware that to protect the rights of the shareholders and to support the Financial Conglomeration business and operation, good corporate governance implementation must be priority. Thus, the improvement of GCG implementation in the Bank is carried out continuous and consistent process from time to time.

Along with the issuance of Regulation of the Indonesia Financial Services Authority (OJK) by the end of 2014 concerning the Implementation of Integrated Governance for Financial Conglomerates an the Implementation of Integrated Risk Management for Financial Conglomerates, the Bank has reviewed and made a few adjustments and refinements of the Bank’s integrated structure and infrastructure. Generally, the Bank has implemented the basic priciples of Integrated Governance in the Bank in reference to the GCG Roadmap issued by OJK and ASEAN Corporate Scorecard. These efforts are made so that the Bank will always have healthy financial system fundamentally and sustainably

To improve the performance of Financial Conglomerations of Resona Bank Group (Group Financial Conglomeration) and to improve compliance with statutory regulations as well as codes of conduct applicable in the financial services industr, the Group Financial Conglomeration has carried out business activities under the principles of good Integrated Governance.

Specifically, the Bank based the practice and implementation of the principles of Integrated Governance in the Group Financial Conglomeration of Resona Bank on the following Regulations of Bank Indonesia (PBI)/the Financial Services Authority (POJK):

(i) POJK No. 18/POJK.03/2014 dated November 18, 2014 concerning Implementation of Integrated Governance for Financial Conglomeration;
(ii)  SEOJK No. 15/SEOJK.03/2015 dated May 25, 2015 concerning Implementation of Integrated Governance for Financial Conglomeration;
(iv) POJK No. 55/POJK.03/2016 dated December 9, 2016 concerning Implementation Governance for Commercial Bank; and
(iv) SEOJK No. 13/SEOJK.03/2017 dated March 17, 2017 concerning Implementation Governance for Commercial Bank.

The implementation of Integrated Governance in a Group Financial Conglomeration must always be based on the following basic principles:

1. Transparency, transparency in the disclosure of material and relevant information in the decision making process.
2. Accountability, clarity of function, implementation and accountability of each organ in the Financial Conglomeration for the effective company management.
3. Responsibility, compliance in the management of the Parent Entity and the Financial Services Institution with the laws and regulations and the principles of sound management.
4. Independency or Professionalism, the management of Financial Conglomeration in a professional manner with no pressure from any party.
5. Fairness, justice and equality in meeting the rights of the stakeholders arising from agreements and the laws and regulations.

The Group Financial Conglomeration consists of:
a.    PT Bank Resona Perdania (Bank) as the Parent Entity; and
b.    PT Resona Indonesia Finance (PT RIF) as a member of the Financial Conglomeration.

The Bank and PT RIF are committed to improving the implementation of good Governance since public investors and consumers assesses the Bank based on the criteria of good services, ethics, quality, professionalism, proportionality, and protection from business misappropriation practices. Therefore, to achieve good corporate governance, the Bank and PT RIF have consistently applied the principles and best practices for the benefit of the Bank and PT RIF and all stakeholders.

Throughout 2015, the implementation of Integrated Governance is a particular concern of the Bank’s management and PT RIF as a continuous process in the continuing efforts that have been the commitment of the Bank and PT RIF to all stakeholders, which primarily aims to:

  1. Improve the efficiency of the performance of the Bank and PT RIF through the improvement of the Human Resources competence that will eventually result in the improvement of service to the parties with interest in the Bank, which is not limited to the customer, but also includes the regulator: BI/ OJK, the government, employees, and the shareholders.
  2. Increase the active supervision of the Board of Commissioners and the responsibilities of the Board of Directors in implementing the principles of banking prudence in accordance with the principles of Integrated Governance.

Increase the role of all governance organs to protect the Bank and PT RIF from potential lawsuits, penalties, sanctions, and reputation risk caused by the non-compliance of the Bank and PT RIF with the prevailing regulations.

COMPLIANCE SYSTEM
In order to realize and enhance the practices of good corporate governance from time to time, Bank Resona Perdania has established the Compliance Division as an independent party that does not correlate with other work units with the function to ensure the implementation of the principles of compliance at all levels of the organization and to enforce the culture of compliance.

In its implementation, the Compliance Division is responsible directly to the Director in charge of the Compliance Function. In addition, the Board of Commissioners is also involved in the monitoring of the compliance function by evaluating the implementation therefo as well as the provision of advice and suggestions to improve the quality of the compliance function implementatio

Bank Perdania Resona has appointed a Director to be in charge of the Compliance Function with the support of the Compliance Division. To support the consistent implementation of the compliance function, the compliance function emphasizes the creation and improvement of the compliance culture through the following steps:

- To inform the existence of the rules that must be adhered to as guidelines;
- To conduct socialization and seminars on new provisions, both internal and external;
- To provide the facilities to read and understand regulations;
- To monitor compliance with regulations in the implementation of the operation of the Bank.

In addition to these measures, the Bank also proactively promotes compliance culture through trainings and socializations to employees regarding the Improvement of Compliance Culture, Compliance Function Implementation, Compliance Policy, Compliance Guidelines, Anti-Money Laundering and Terrorism Financing Mitigation Guidelines Implementation, internal and external regulations and other matters in relation to the implementation of the principle of prudence, so that the performance of the duties of the employees is always guided by the prevailing laws and regulations. With all these efforts, the Bank is confident in its ability to identify compliance early on and to instill a culture of compliance at Bank Resona Perdania.

Structure of Compliance

Kepatuhan

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