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The implementation of the Bank’s Good Corporate Governance principles adhere to Bank Indonesia Regulation No. 8/4/PBI/2006, of 30th January 2006, and its amendment of Bank Indonesia Regulation No. 8/14/PBI/2006, of 5th October 2006, regarding “Implementation of Good Corporate Governance for Commercial Banks” and internal policy are in line with GCG Principles of Transparency, Accountability, Independence, and Fairness. In addition, Bank Resona Perdania also adopts GCG policy from Resona Bank Ltd., Japan, as majority shareholder.
Purpose of Good Corporate Governance
The Bank believes that consistent implementation of GCG principles will bring significant benefits to the Bank and its stakeholders, through the following:
· Maintain the Management’s commitment in applying the principles of transparency, accountability, responsibility, independence, fairness, and prudence in the management of the Bank.
· Improve the Bank’s performance, increase efficiency and protect the interest of stakeholders.
· Improve the ability to access flexible and low-cost source of funding.
· Encourage and increase investor interest and confidence.
· Protect the Bank from external intervention and lawsuits.
CORPORATE GOVERNANCE STRUCTURE
Board of Commissioners
The Board of Commissioners comprises 4 (four) peoples, 1 (one) Independent President Commissioner, 1 (one) Independent Commissioner, and 2 (two) Non-Independent Commissioner. According to the Bank’s Articles of Association, members of the Board of Commissioners are elected by the General Meeting of the Shareholders for a period of three years, and may be extended when their term ends.
Duties and Responsibilities of the Board of Commissioners
The duties and responsibilities of the Board of Commissioners are as follows:
· Ensure the implementation of Good Corporate Governance in all the Bank’s
activities.
· Monitor the tasks and responsibilities of the Board of Directors.
· Guide, monitor, and evaluate the implementation of the Bank’s strategy.
· Oversee the provision of funds to related parties as stipulated in Bank Indonesia Regulation on the Legal Lending Limit for Commercial Banks and other issues as stipulated by the Articles of Association.
· Prepare reviews analysis and take action to maintain prudent practices.
· Oversee the function of compliance and provide the necessary counsel to
improve the quality of compliance.
Meetings of the Board of Commissioners
In principle, Meetings of the Board of Commissioners are conducted at least once a month, and mandatory attendance for all Commissioners is required for all Commissioners at least two times in a year.
Throughout 2012, the Board of Commissioners conducted 17 (seventeen) meetings with attendance records as follows:
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Commisioner
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Meetings
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Attendances
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Didi Nurulhuda
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17
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17
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Abdul Haris Hartanto
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17
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17
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|
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17
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12
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Atsushi Tahara *)
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17
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0
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*) Member of the Board of Commissioners Effective on December 19, 2012
Board of Directors
The Board of Directors comprises 7 (seven) peoples, one of whom is the Director who in charge Compliance Function. The Board of Directors is fully responsible for the operations and management of the Bank, and conducts their work in the best interest of the shareholders and stakeholders of the Bank.
Duties and Responsibilities of the Board of Directors
The Board of Directors is fully responsible for management and operations of the Bank, and ensures an effective and efficient internal control is in place.
The duties and responsibilities of the Board of Directors are as follows:
· Prepare the company’s Business Plan and determine its business targets.
· Manage the Bank’s daily activities.
· Implement the policies, principles, values, strategies, goals, and performance targets that are duly evaluated and approved by the Board of Commissioners.
· Ensure the sustainability of the Bank’s long-term business.
· Achieve performance targets and implement principles of prudence.
Meetings of the Board of Directors
The Meetings of the Board of Directors take place at least once a month, or whenever deemed necessary by one or more Director(s), or through a written request from one or more Commissioner(s), or one or more shareholder(s).
Throughout 2012, the Board of Directors conducted 16 (sixteen) meetings with attendance records as follows :
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Directors
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Meetings
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Attendances
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Akihiro Miyamoto
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16
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16
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Shiro Saito
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16
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16
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Marie Ito
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16
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15
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Iding Suherdi
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16
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16
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Muhammad Akbar *)
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16
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7
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Masahiro Ishii **)
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16
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1
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Jojo Prajoga
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16
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16
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*) Effective dated August 29, 2012
**) Effective dated October 09, 2012
COMMITTEES
The establishment of Committees, among others, is intended to assist the monitoring role of the Board of Commissioners to strengthen the implementation of the Bank’s Good Corporate Governance practices. All Committees report directly to the Board of Commissioners.
Audit Committee
The Audit Committee assists the Board of Commissioners by providing professional opinions on the report of the Board of Directors, and identifying matters that require immediate attention from the Board of Commissioners. For this specific purpose, the Audit Committee has full access to all the necessary internal audit reports and other reports. The Committee also monitors and evaluates the financial reporting process, and invites the management and external auditors to discuss issues related to the Bank’s finances.
The Audit Committee shall provide recommendations on the designation of Registered Public Accountants and Public Accounting Firms to the Board of Commissioners, for submission to the General Meeting of the Shareholders. The members of the Audit Committee include an Independent Commissioner, independent experts in finance/accounting, and independent experts in Law and Banking.
Risk Monitoring Committee
The Risk Monitoring Committee is responsible to evaluate the consistency of risk management policies and its implementation. The Committee in charge on survey link and the performance evaluation of the Risk Management Committee, by providing recommendations to the Board of Commissioners. This team comprises the Independent Commissioner and independent experts in the field of finance and risk management.
Remuneration and Nomination Committee
The Remuneration and Nomination Committee comprises two Independent Commissioners and one officer who oversees Human Resources. This Committee evaluates and makes recommendations on the Bank’s remuneration policy and the election and/or replacement procedures of the members of both Board of Commissioners and Board of Directors.
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