Implementation of Good Corporate Government (GCG) principles has been applied by PT. Bank Resona Perdania (Bank) as a corporate culture that should always be preserved, maintained, and improved in quality to achieve the vision, mission and corporate values in-line with (i) the Act No. 40 Year 2007 concerning of “Limited Liability Company” (Company Act) and (ii) Bank Indonesia Regulation No. 8/14/PBI/2006 concerning of “The Amendment of Bank Indonesia Regulation No. 8/4/PBI/2006 concerning of Implementation of Good Corporate Governance for Commercial Banks” (BI Regulation). Bank's policies and GCG practices have implemented refers to Bank Indonesia Regulation as well as Bank’s internal policies that in line with GCG principles, namely (i) Transparency, (ii) Accountability, (iii) Responsibility, (iv) Independency, and (v) Fairness. With Resona Bank Ltd. Japan as its major shareholder, Bank has also adopted its GCG policies. Establishment of Committees in Relation to Good Corporate Governance Implementation
Board of Commissioners (BOC) have established committees in order to support effective performance of duties and its responsibility in supervising Bank’s management and implementation of GCG and practices.
Basic concept of Bank’s GCGis adevelopment ofresponsibilityin themanagementso thatstrengtheningfunction ofcontrollingandimprovingtransparency. Toenhancetransparency, BankinvolvingIndependentCommissionerandsupportingcommittees; such as (i)AuditCommittee, (ii) Risk MonitoringCommitteeand (iii) RemunerationandNominationCommittee.
Function of management control and operations are run separately by delegating authority over duty and reports. Delegation of authority allows Bank’s officer to taking quick decisions to support supervisory and operational functions of the Board of Directors of the Bank (BOD).
Objectives of Good Corporate Governance
We believe that implementation of GCG principles consistently bring substantial benefits to Resona Bank and stakeholders, in particular by:
Keeping Management's commitment to apply the principles of transparency, accountability, responsibility, independence, fairness and accuracy in the management of the Bank.
Improving the performance, efficiency and services of the Bank to the stakeholders.
Improving the ability to access sources of funding that is flexible and low cost.
Encourage and increase the interest and confidence of investors.
Protecting the Bank from external intervensions and lawsuit.
Increasing investors confidence
Structure of Corporate Governance
Board of Commisioners
Based on Bank’s Articles of Association No. 29 dated 21st August 2008 (AOA), Bank’s BOC consists of 3 (three) persons whose all are nominated and elected once in 3 (three) years, as follows: 1 (one) person as President Commissioner from independent party and 2 (two) persons as Commissioner which 1 (one) from independent party and the other from non-independent.
Duties and Responsibilities of the Board of Commissioners
Pursuant to (i) Company Act, (ii) BI Regulation, and (iii) Bank’s AOA, BOC’s duties and responsibilities among others are, as follows :
To supervise and monitor duties, responsibilities, and performances of the Board of Directors (BOD) of the Bank.
To provide advice to the BOD of the Bank by using certain parameters.
To review and supervise implementation of policies, values, strategies and performance targets.
To ensure implementation of GCG of The Bank in each business activity at all levels of the organization.
To ensure that BOD of the Bank have run its business in accordance with the principles of healthy bank’s management.
Meeting of the Board of Commisioners
Based on BI Regulation and Banks’ AOA, BOC meeting is mandatory to be held, as follows.
1. Regularly, at least, 4 (four) times in a year.
2. May be convened at any time when deemed necessary by one or more
BOC members; or 3. If requested in writing by one or more BOC members; or 4. If requested in writing by one or more Bank’s shareholders owning or
collectively owning at least, 1/10 (one tenth) of the total number of
the Bank’s issued shares with valid
voting rights
During the year 2011 the Board of Commissioners has met in 16 (sixteen) meetings with record attendance as follows:
Commissioners
Number of Meetings
Attendance
Didi Nurulhuda
16
16
Abdul Haris Hartanto
16
16
Kosei Noguchi *)
16
11
Cheng Shui-hee, Gary **)
16
3
*) Resigned on 15th August 2011.
**) Effective on 15th August 2011.
Board of Directors
Bank’s BOD members consist of 5 (five) persons, one of them is as Compliance Director. BOD is fully responsible for the operational and management of the Bank and always working based on the best interests of all shareholders and stakeholders of the Bank.
Duties and Responsibilities of the Board of Directors
Pursuant to The Company Act, BI Regulation, and Bank’s AOA, duties and responsibilities of the BOD among others are, as follows:
To prepare Bank’s business plan and determine Bank’s target.
To manage the daily activities of the Bank.
To manage the Bank in accordance with the authority and responsibilities set forth in the Company Act, BI Regulation, and Bank’s AOA.
To implement the policies, principles, values, strategies, objective and performance targets that have been evaluated and approved by the BOC.
Maintaining the continuity of the long-term business of the Bank.
To ensure the achievement of performance targets and implementation of prudential banking principles.
Meetings of the Board Directors
Based on BI Regulation and Bank’s AOA, BOD meetings shall be convened, as follows:
1. Whenever deemed necessary by one or more BOD members; or 2. If requested in writing by 1 (one) or more BOC members; or 3. If requested in writing by 1 (one) or more Bank’s shareholders jointly
owning 1/10 (one tenth) of the total number of the Bank’s issued
shares with valid voting rights
During the year 2011 the Board of Directors has met in 12 (twelve) meetings with record attendance as follows:
Directors
Number of Meetings
Attendance
Akihiro Miyamoto
12
12
Shiro Saito
12
12
Marie Ito
12
11
Iding Suherdi
12
12
Jojo Prajoga
12
12
COMMITTEES
In accordance with BI Regulation, as well as to strengthen the implementation of GCG, Bank has several committees that report directly to the BOC of the Bank.
Audit Committee
Audit Committee (AC) assists BOC by providing technical and professional opinion on the reports of the BOD, as well as by identifying issues that require immediate attention from the BOC. For this purpose, AC has full access to internal audit report as well as other reports when deemed necessary.
It also monitors and evaluates financial report process, inviting management and external auditors to discuss issues related to the financial information. AC members consist of (i) independent commissioner, (ii) independent expert in finance/ accounting, and (iii) independent expert in law and banking.
Risk Monitoring Committee
Risk Monitoring Committee (RMC) is responsible for evaluating consistency between policies and implementation of risk management. It is in charge of survey link and performance evaluation of RMC, providing recommendation to the BOC.
RMC members consist of (i) independent commissioner, (ii) independent expert in finance, and (iii) independent expert in risk management.
Remuneration and Nomination Committee
Remuneration and Nomination Committee (RNC) members consist of (i) 2 (two) independent commissioners and (ii) 1 (one) Bank’s officer who in-charge in human resources. RNC is responsible for evaluation and provide recommendation with respect to the Bank’s remuneration policy. In addition, RNC provides recommendation on election and/or replacement procedure of the Bank’s BOC and BOD’s member.
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