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TRANSPARENCY OF INFORMATION AND REPORTING PART E
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Good Corporate Governance Policy – PT Bank Central Asia Tbk
September 6th, 2012
PART E
TRANSPARENCY OF INFORMATION AND REPORTING
E.1 Introduction
Transparency means a process contained in a system and standard procedure that
the business activities will always be performed in transparent manner.
Transparency is in basically a principle, guidelines or obligation inherent to Company
and other parties related to the Company to disclose material information on its
business or effect that may affect decision making of the investment portfolio of the
investor.
Information conveyed must meet the requirements of properness, adequacy,
sufficiency, truth and timeliness of conveyance under the applicable regulations.
This transparency principle is applied by disclosing information to the stakeholders
duly observing “confidentiality” in conformity with the applicable provisions.
E.2 Determination of the Transparency Level
Introduction Company shall be obligated to convey the key information to
Bank Indonesia and shareholders as well as related government
institutions as required in the prevailing laws and regulations in
timely, accurate, clear and objective manner.
Information to be
conveyed to the
public
Several kinds of information necessary to convey to general
public will be as follows:
1. Corporate Information
a. Performance of Company
Refers to delivery/reporting as to the financial
performance of the Company.
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b. Corporate Actions
Refers to the Corporate Actions such as holding the
Annual General Meetings of Shareholders, Other
General/Extraordinary Meetings of Shareholder
and other corporate actions.
c. Corporate Governance
Refers to compliance with the Company
management against the prevailing laws and
regulations and awareness of social responsibility of
Company for stakeholders.
2. Business Information
a. Products and Services
Information relating to Products and services, for
example launching of new products/services,
program campaign, advertisements and others.
b. Distribution
Information relating to the network of Company’s
branches, for example inauguration of the new
branch and the activities thereof.
c. Customer Relationship
Information relating to the efforts of maintaining
relationship with customers, for example response
to complaints of customers published in the mass
media.
d. Technology
Relating to the development of Company’s
technology through activities that may support the
overall Company’s performance.
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e. Image
Efforts of improving the Company’s image through
activities involving broad aspect of communication.
3. Information on Employees/Company’sPeople
Relating to information/news of employees of the
Company identified by the public.
Expected Results It is expected that with the given transparency of Company, the
stakeholders will identify the recent development of Company
as to make an efficient and effective decision based on the
information provided and interests/expectations of the
respective stakeholders.
Quality of
Information
In order to present some information that is of good quality,
timely, accurate, clear and objective, the Company shall do the
following:
1. Internal
To understand and always update the knowledge of
applicable regulations by preparing a "checklist"/manual
as controller and monitoring.
2. External
a. To communicate proper information to analysts,
investors or rating company that the Company will
obtain an objective assessment on the information
provided.
b. To cooperate with other related parties to always
do updating on the information provided.
Mechanism and
Facilities for
That information be accepted/received by the interested
parties in a short time, the information instrument may be
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Information
Conveyance
used as follows:
1. Letter
2. Telephone
3. E-Mail
4. Homepage
5. Press Release
6. Analyst gathering
7. Public expose
8. Direct Interview
9. Announcement of the Indonesia Stock Exchange
Information
Preparation
process
The following are the information steps and responsibilities for
provision and conveyance of information:
1. Request/proposal/Steps of Information
a. Programmed Communication Steps
Constitute the programmed communication steps
at the beginning of a definite period and is regularly
conveyed to the stakeholders.
b. Incidental Communication Steps
Constitute communication steps done to respond,
explain or reply the information/news on the
Company covered by media and questions of the
Capital Market Authority.
2. Responsible Party
a. Preparation
The Company Secretariat shall be responsible for the
coordination with related working units and
manage information to be conveyed to external
parties, particularly Capital Market (Stock Exchange,
The Financial Service Authority (OJK), and others)
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and shall be responsible for the coordination with
the related workingunitsand manage information to
mass media and general public.
b. Review
Information to be conveyed by the Company
Secretariat to external parties shall obtain prior
approval from the related Division and the Board of
Directors (if necessary).
3. Distribution
Information distribution to related parties, particularly
the community of Capital Market (Stock Exchange, The
Financial Service Authority (OJK), and others) mass media
and general public shall be done by the Company
Secretariat.
E.3 Aspect of Company Condition Transparency
Introduction As a listed company engaged in banking sector, the Company
shall be obligated to perform transparency of the financial and
non-financial condition to the stakeholders.
Annual Report The Company shall be obligated to prepare and submit/present
the Annual Report with reference to the related regulations.
The Annual Report of Company shall be submitted to Bank
Indonesia, The Financial Service Authority (OJK), the Indonesia
Stock Exchange, and other agencies as required by the
applicable regulations.
The Annual Report shall be submitted to The Financial Service
Authority (OJK) no later than four (4) months after the end of
the fiscal year as many as four (4) copies and at least one (1)
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copy in the original form. The Annual Report in the original
form shall be the annual report to be signed immediately by
the Board of Directors and the Board of Commissioners. The
annual report shall be signed by all existing members of the
Board of Directors and the members of the the Board of
Commissioners in the relevant fiscal year.
The Annual Report shall be made available to the shareholders
when the Annual General Meeting of Shareholders is
convened.
In the event the Annual Report has been made available to the
shareholders before a time period of four (4) months as from
the end of fiscal year, the annual Report shall be submitted to
The Financial Service Authority (OJK) at the same time with the
availability of the annual report of shareholders.
The Annual report shall comprise among others:
1. Summary of important financial data including the
summary of shares
2. Report of the Board of Commissioners
3. Report of the Board of Directors
4. Company Profile
5. Analysis and discussion on management
6. Company Governance
7. Responsibility of the Board of Directors for Financial
Statement/Report
8. The audited Financial Statement/Report
Procedure for
preparing the
The procedure for preparing the Annual Report shall refer to
the regulations of The Capital Market and Financial Institutions
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Annual Report Supervisory Agency (Bapepam-LK) and other related
regulations.
Quarterly and
medium Annual
Financial
Statement/
Report
The Company shall be obligated to prepare and submit the
Annual Quarterly and Medium Financial Statement/Report with
reference to related regulations.
The deadline/time limit for submission of the Financial
Statement/Report shall be as follows:
1. Financial Statement/Report audited by a Public
Accountant, no later than three (3) months after the date
of such Financial Statement/Report.
2. The Financial Statement/Report shall be reviewed in
limited manner by the Public Accountant no later than
two (2) months after the date of such Financial
Statement/Report.
3. The unaudited Financial Statement/Report by the Public
Accountant shall be no later than one (1) month after the
date of such Financial Statement/Report.
The Financial Statement/report shall be announced to the
public with the following requirements:
1. The Company shall be obligated to announce the Balance
Sheet, Loss and Profit Statement and other Reports as
required by Bank Indonesia in at least one (1) Daily
Newspaper of an Indonesia Language nationally
circulated.
2. The form and content of the Balance Sheet, Loss and
Profit Statement and other Reports announced shall have
the same format as those determined by Bank Indonesia.
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3. The Financial Statement /Report shall be signed at least
by two (2) members of the Board of Directors.
4. The announcement shall be made no later than the
period as already stipulated for the delivery of financial
statement/report to The Financial Service Authority
(OJK), the Stock Exchange, and/or Bank Indonesia, The
evidence of announcement shall be delivered/submitted
to The Financial Service Authority (OJK) no later than two
(2) business days after the date of announcement. The
Company shall be obligated to provide Bank Indonesia
with the photocopies or clipping of newspapers
containing the Financial Statement/report Publicized
Quarterly and a disk containing the Financial
Statement/report Publicized Quarterly no later than five
(5) business days as from the date of newspaper
announcement.
The Monthly
Publicized
Financial
Statement/
Report
The Company shall be obligated to prepare and submit/present
the Monthly publicized Financial Statement/report in format of
Monthly Report of the Commercial Bank (LBU) under the
regulations issued by Bank Indonesia. Further, the report shall
be made by Bank Indonesia as the basis for publicizing the
annual Financial Statement/report at the website of Bank
Indonesia.
The Monthly Publicized Financial Statement/report shall be
announced no later than seventy-five (75) days after the
reported month where prior to such announcement, Bank
Indonesia will deliver the monthly Publicized Financial
Statement/report to the Company for review on the accuracy
of the report.
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Annual Financial
Statement/
Report
The Company shall be obligated to prepare and deliver/submit
the Annual Financial Statement/Report with reference to the
related regulations.
The Annual Financial Statement/report shall be accompanied
by the Report of Accountant with unqualified opinion and shall
be submitted to The Financial Service Authority (OJK) and the
Stock Exchange no later than the end of the third (the 3rd)
month after the expiry date of fiscal year.
The Annual Financial Statement/Report shall be announced to
the public with the following conditions:
1. The Company shall be obligated to announce the Balance
sheet, Loss and Profit Statement and other Reports as
required by Bank Indonesia in at least two (2) Daily
Newspapers of the Indonesian Language one of which is
nationally circulated and the other at the place where the
company is domiciled.
2. The form and content of the Balance Sheet, Loss and Profit
Statement and other Reports announced shall have the
same format as those provided by Bank Indonesia.
3. The Financial Statement/Report shall be signed by at least
two (2) members of the Board of Directors.
4. The announcement shall be done no later than as the
period of time as required for the submission of the
Financial Statement/Report to The Financial Service
Authority (OJK), the Indonesia Stock Exchange, and/or
Bank Indonesia. The evidence of such announcement shall
be delivered to The Financial Service Authority (OJK) no
later than two (2) business days after the date of such
announcement. The Company shall provide Bank Indonesia
with the photocopies or clipping of newspapers containing
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the Annual Financial Statement/Report and disks
containing the Financial Statement/Report no later than
five (5) business days as from the date of newspaper
announcement.
Annual Financial
Statement/
Report shall
become part of
the Annual Report
The Annual Financial Statement/report shall become part of
the Annual Report for the purpose of the Annual General
Meeting of Shareholders.
Consolidated
Financial
Statement/
Report
The Company shall be obligated to prepare the Consolidated
Financial Statement/Report based on the applicable Financial
Accounting Standard, if the Company becomes part of the
business group and/or the Company has a Subsidiary.
The Consolidated Financial Statement/Report shall be
presented on the Annual, Annual Mid and Quarterly Financial
Statement/ Report.
Transparency of
Non-Financial
Condition
The non-financial condition shall mean among others the
management, ownership and development of the Company’s
business and group of company’s business, Strategies and
Management Policies and Management Reports.
Transparency of
Information on
Company Products
and Use of
Customer’s
Personal Data
Transparency of Information on Company products shall
become one effort of improving good governance with banking
industry and provide customers with the benefits, risks and
costs inherent to the Company products, whilst the Use of
Customer Personal Data should be done to protect personal
rights of the customers in establishing communication with the
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Company.
From the foregoing, the transparency of information on the
Company product and the use of customer personal data shall
be required to maintain the credibility of the Company and as
well as protecting the rights of customers as consumers using
the banking services as mandated by Law on Protection for
Consumers.
Obligations of
Company relating
to Transparency of
Information on
the Company
product and Use
of Customer
Personal Data
The Company shall be obligated to:
1. Apply transparency of information on the Company
products and use of the Customer Personal Data.
2. Set the policy and have written procedure comprising:
a. Transparency of information on the Company
products and
b. Transparency of the use of Customer Personal Data
that shall be put into effect across the Company Office. The
Board of the Directors of the Company shall assume
responsibility of the implementation of policy and procedure
for such information.
E.4 Affiliated Transaction and Conflict of Interests
Introduction In order to provide legal certainty and protection for
shareholders, particularly the independent shareholders
relating to transaction made by the Company as a listed
company with the affiliation or transaction containing conflict
of interests, then the Company shall be obligated to comply
with the regulations of Bapepam-LK, Regulations of Bank
Indonesia, Articles of Association of the Company, policies of
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the Company and other regulations relating to the
management of Affiliated Transaction and Transaction of
Conflict of Interests.
E.4.1 Affiliated Transaction under the Regulations of Bapepam-LK
Definition Affiliated Transaction shall mean a transaction made by the
Company or Company Controlled by Affiliation of the Company
or Affiliation of members of the Board of Directors, members of
the Board of Commissioners, or Main Shareholders of the
Company.
Announcement
and Affiliated
Transaction
Report
If the Company makes Affiliated Transaction, the Company
shall be obligated to:
1. announce transparency of information to the public and
deliver the evidence of announcement and supporting
documents to The Financial Service Authority (OJK) no later
than the end of the second (the 2nd) business day after
occurrence of such transaction. The announced
transparency of information on any Affiliated Transaction
shall be made under Regulations of Bapepam-LK No. IX. E.
1 on Affiliated Transaction and Conflict of Interests of
Particular Transaction.
2. report to The Financial Service Authority (OJK) for a
particular transaction no later than the and of the second
(the 2nd) day after the occurrence of such transactions,
among others are:
a. The use of any facility provided by the Company or
Controlled Company to the members of Board of
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Commissioners, members of the Board of Directors
and/or Main Shareholders if the Main Shareholders
also function as employees and the facility is directly
associated with the their responsibilities for the
Company and under the policy of the Company and has
been approved by the General Meeting of
Shareholders;
b. Transaction between the Company and employees,
members of the Board of Commissioners, members of
the Board of Directors or employees, members of the
Board of Commissioners, or members of the Board of
Directors of controlled Company under the same
requirements provided it has been approved by the
General Meeting of Shareholders (RUPS). The
transaction shall also include benefits provided by the
Company to all employees, members of the Board of
Commissioners or members of the Board of Directors
under the same requirements under the policies as
determined by the Company;
c. Transaction of a value of not more than zero point five
percent (0.5%) of the paid up capital by the Company
and not more than Rp 5 billion;
d. Transaction made by the Company for the enforcement
of laws and regulations as well as court
decision/injunction;
e. Transaction between the Company and Controlled
Company that shares or capital of which shall be
owned by at least ninety-nine percent (99%) by the
company;
f. Transaction between the Company and the Controlled
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Company that shares or capital of which shall not be
owned entirely and not any of the shares or capital of
the Controlled Company shall be owned by the
members of the Board of Commissioners, members of
the Board of Directors and/or Main Shareholders of the
Company or its affiliated parties, and the financial
statement/report of the Controlled Company is
consolidated with the Company.
The Affiliated Transaction excepted by obligations of
transparency of information, the evidence of announcement
and supporting documents or reporting to The Financial Service
Authority (OJK) in detail shall be provided for in the Regulations
of Bapepam-LK No. IX. E. 1 on Affiliated Transaction and
conflict of interests of a Particular Transaction.
E.4.2 Transaction of Conflict of Interest Under Regulations of Bapepam-LK
Definition Definition of Conflict of interest in the Regulations of Bapepam-
LK No. IX/E.1 shall be different from the economic interests of
the Company and personal economic interests of the members
of the Board of Directors, members of the Board of
Commissioners or Main Shareholders that may prejudice the
Company.
Approval of
General Meeting
of Shareholders
(RUPS)
Transaction containing the Conflict of Interests shall first be
approved by Independent Shareholders or their proxies
authorized therefor at the General Meeting of Shareholders
(RUPS) as provided for in the Regulations of Bapepam-LK
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regarding Affiliated Transaction and conflict of Interests of a
Particular Transaction. The approval thereof shall be confirmed
in a form of Notarial Deed.
If the approved transaction by the General Meeting of
Shareholders (RUPS) as above-mentioned has not been
performed within twelve (12) months as from the date of
approval by the General Meeting Shareholders (RUPS), the
transaction may only be made after obtaining another approval
from the General Meeting of Shareholders.
The Company shall be obligated to provide The Financial
Service Authority (OJK) with result of transaction
implementation containing Conflict of Interests.
Exclusion of
Transaction of
Conflict of
Interests
The exclusion of transaction containing Conflict of Interests
shall be in detail provided for in the Regulation of Bapepam-LK
No. IX.E.1 on Affiliated Transaction and Conflict of Interests of a
Particular Transaction.
E.4.3 Internal Regulation on the Conflict of Interests of the Company
Employees.
Understanding
/Internal
Definition of
Conflict of
Interests
Beside the foregoing, in realizing the Good Corporate
Governance Principle (GCG), the Company has prepared
internal policies providing the transaction of conflict of
interests applicable for the Company Employees as contained
in the internal policies.
In the internal policies a conflict of interests shall mean a
condition in which the members of the Company (Company
Employees) in performance of their duties and obligations shall
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have interests out of official duties, either relating to personal
interests, family interests or interests of other parties that the
members of the Company probably lose their objectivity in
making decision and policies as authorized thereof by the
Company.
Obligations of
Preparing the
Annual Disclosure
With regard to the above:
All employees of the Company shall know, understand, support
and perform the regulations on conflict of interests in full
responsibility, and for that point all members of the Board of
Commissioners, the Board of Directors and Officials of Echelon I
(S1) through Echelon 5 (S5) shall be required to prepare an
Annual Disclosure containing all conditions or situations that
enable the occurrence of conflict of interest. The preparation
of Annual Disclosure shall be self-assessment, that the
authenticity of any disclosure/statement shall be under the
responsibility of the Company People respectively. However,
the Company shall have the right to have testing on the
authenticity of such disclosure and impose sanction on the
offending Company People.
Mechanism for
Preparing the
Annual Disclosure
The mechanism for preparing the Annual Disclosure shall be as
follows:
1. Prepared at each end of the year and shall be delivered to
the Head of Working Unit or Immediate Supervisor of the
Company Employees respectively.
2. Any disclosure receiving official shall understand that the
Annual Disclosure is confidential and shall keep the
confidentiality.
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3. Any conflict of interest or offence/violation found shall be
evaluated by respective Head of working Unit or
Immediate Supervisor of the Company Employees and
reported to the Human Resources Division.
4. Respective Head of Working Unit should coordinate the
preparation of Annual Disclosure and do monitoring over
offence/violation or incompliance with the policy.
E.4.4 Conflict of interest Under Regulations of Bank Indonesia
Definition Addition to regulations on Affiliated Transaction and conflict of
interests, specifically for banking, Bank Indonesia has provided
the transaction on conflict of interests as provided for in
Regulations of Bank Indonesia (PBI) regarding GCG as follows:
Conflict of Interests shall mean different interests between
economic interests of the company and personal economic
interests of the owners, members of the Board of
Commissioners, members of the Board of Directors, Executive
Officials and/or any parties related to the Company. In this
context, the granting of special treatment to certain parties
beyond the applicable procedure and regulations including the
categorized of conflict of interests prejudicing the Company or
diminishing profits of the Company, among others granting of
interest rate not in accordance with the applicable procedure
and regulations.
E.4.5 Decision-Making on the Transaction of Conflict of Interests
Under such circumstances under Law on Limited Liability Company, PBI on GCG,
Regulations of Bapepam-LK and Articles of Association of the Company, in case of
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Affiliated Transaction and conflict of interests, the members of the Board of
Commissioners, members of the Board of Directors and/or Executive Officers that
have such conflict of interests shall not make decision and/or any actions and/or
involved in the transaction process that may prejudice the Company or diminish
profits of the Company and shall be obligated to disclose the condition of conflict of
interests in any decision (making).
The disclosure of conflict of interests in the minutes of meeting shall at least cover
the name of party that has conflict of interests, subject matter of the conflict of
interests and the grounds of consideration of decision making.
E.5 Fund Availability for Related Parties and Large Exposure (Fund) Availability
Introduction In order to avoid failure in the Company business arising out of
concentration on the exposure (fund) availability and improve
independence of the Company management towards potential
intervention of Related Parties, the Company shall be obligated
to apply/adopt the prudence policy in the fund availability
among others by adopting portfolio distribution/diversification
of fund availability granted.
Related Parties Related Parties shall mean an individual or company/body that
has control relationship with the Company, either directly or
indirectly, through relationship of ownership, management,
and/or finance.
Prudence Principle The Company shall be obligated to adopt the Prudence
principle and Risk Management in providing the Fund
Availability, particularly the Fund Availability to Related Parties,
the Large Exposure (Fund) and/or Fund Availability to other
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parties that have interest on the Company.
Legal Basis The legal basis for fund availability to Related Parties and Large
Exposure (Fund) shall be the Regulations of Bank Indonesia
regarding Legal Lending Limit for Commercial Bank.
Guidelines for
Large Exposures
Policy
1. Company shall be obligated to have guidelines and
written procedure for Fund Availability to Related Parties,
Large Exposures Availability.
2. The guidelines for policy and written procedure as
described above shall at least cover:
a. The standard and criteria for selection and
assessment on the Borrower’s feasibility and group
of Borrower;
b. Standard and criteria for determination of the limit
of Exposure Availability;
c. Management information system of the Exposure
Availability;
d. Monitoring system on the Exposure Availability; and
e. Setting the controlling steps to overcome
concentration over the Exposures Availability.
3. The guidelines for policy and written procedure on the
Exposure Availability as described above shall be re-
reviewed periodically at least once a year.
The guidelines for policy and written procedure for the
Exposure Availability as described above shall become an
inseparable part of the policy, procedures and
determination of credit risk as provided for in the
regulations of Bank Indonesia on Application of Risk
Management for Commercial Bank.
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Violation Report
and Excess in
Legal Lending
Limit
In case of violation and excess in Legal Lending Limit, the
Company shall be obligated to report thereof under the
following provisions:
1. The Company shall be obligated to report thereof to Bank
Indonesia each month of any Violation of Legal Lending
Limit, Excess in Legal Lending Limit and Exposure
Availability to the Related Parties.
2. The report shall be signed by the competent authority,
members of the Board of Directors and members of the
Board of Commissioners.
3. Bank shall be obligated to prepare and submit/deliver the
action plan for settlement of violation of Legal Lending
Limit and/or excess in Legal Lending Limit.
4. Bank shall be obligated to submit the report of action
plan implementation respectively on the violation of
Legal Lending Limit and excess in Legal Lending Limit.
E.6 Material Transaction and Change of Main Business Activities
E.6.1 Material Transaction
Introduction In order to improve protection for Investors, the Company shall
meet the regulations of Bapepam-LK among others comprising
regulations on Material Transaction and Change of the Main
Business Activities.
Definition of
Material
Transaction
Material Transaction shall mean any transaction in a value of
twenty percent (20%) or more than the equity of the Company
done once or in a sequence of transactions for a purpose or
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certain activities of transactions hereunder:
1. Participation in business entity, project, and/or certain
business activities;
2. Purchase, sale, transfer, exchange of assets or business
segments;
3. Assets lease;
4. Fund borrowing;
5. Pledging of assets; and/or
6. Providing the Corporate guarantee.
Regulations/
Requirements of
Material
Transaction
The following are regulations/requirements of the material
transaction:
1. Material transaction in a transaction value of twenty
percent (20%) up to fifty percent (50%) of the Company
equity shall not require approval of the General Meeting of
Shareholders (RUPS), but shall be obligated to inform the
Material Transaction thereof to the public under the
regulations of Bapepam–LK on the Material Transaction
and Change of the Main Business Activities.
2. The Material Transaction by the Company in a value higher
than 50% of the Company equity shall first obtain approval
from the General Meeting of Shareholders under the
procedure and requirements as provided for in the
Regulations of Bapepam-LK on the Material Transaction
and Change of the Main Business Activities.
3. The agenda of General Meeting of Shareholders shall
specify the special agenda on description of the material
transaction to be taken.
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Exclusion of
Material
Transaction
The regulations/requirements of Material Transaction shall not
apply to:
1. Company that is doing Material Transaction with the
controlled Company the shares of which are owned by the
Company at least ninety-nine percent (99%) of the paid up
capital by the the subsidiary or the Material Transaction is
carried out between the same Controlled Company the
shares or capital of which ninety-nine percent (99%) are
owned by the Company;
2. The Company that provides corporate guarantees to other
Parties or transaction of Controlled Company owned shall
be at least ninety-nine percent (99%);
3. The Company that receives loan directly from the bank,
venture capital company, financing company or
infrastructure financing company either national or
international;
4. The Company that provides guarantees to the bank,
venture capital company, financing company or
infrastructure financing company either national or
international for the loan directly received by the Company
or Controlled Company;
5. The Company that is doing Material Transaction as the
main Business Activities;
6. Material Transaction by the Company over the assets to be
used:
a. Directly for production process or Main Business
Activities; and/or
b. To support directly the production process or the Main
Business Activities;
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7. Issuance of Effect in addition to Equity Effect by the
Company through Public Offering;
8. The Company that has disclosed information on Material
Transaction fully in Prospectus and has met the
requirements of transparency of information as provided
for in the regulation;
9. The Company that makes addition or reduction to the
capital participation to maintain the percentage of
ownership after the participation has been done for at
least one year;
10. The Material Transaction by the bank that is obtaining loan
from Bank Indonesia or other government
agencies/institutions more than one hundred percent
(100%) of the paid up capital or other conditions causing
bank restructuring by the competent government
institutions;
11. The Material Transaction by a listed company or issuer
beside the bank that has negative net working capital and
negative equity;
12. Release and direct acquisition of an assets by or from the
Company resulting from the decision or injunction of the
court; and/or
13. The Material Transaction by the Company for fulfillment of
obligations as provided for in the prevailing laws and
regulations.
Obligations of
Transparency of
Information on
Exclusion
Controlled Company under the Regulations of Bapepam-LK No.
IX.E.2 shall mean a company controlled either directly or
indirectly by the Company.
The Company that is doing the Material Transaction excluded
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shall be obligated to do transparency of information as
described in the Regulation of Bapepam–LK No. X.K.1.
E.6.2 Change of the Main Business Activities
Definition The Main Business Activities shall mean business activities as
contained in the Articles of Association of Company and have
been executed/performed. If the Company intends to make
any changes of the Main Business Activities, the Company shall
be obligated to obtain prior approval of the General Meeting of
Shareholders (RUPS). The agenda of RUPS shall specify the
special agenda on the discussion about feasibility study on the
change of the Company’s Main Business Activities.
Regulations/
Requirements of
Material
Transaction and
Change of the
Main Business
Activities
Where the change of the Main Business Activities are done by
the Controlled Company the financial statement/report is
consolidated with the Company and Controlled Company shall
become an Issuer that makes public offering in equity or listed
company, it is only the Controlled Company that shall be
obligated to use the procedure under the Regulation of
Bapepam-LK.
Where the change of the Main Business Activities are done the
Controlled Company the financial statement/report of which is
consolidated with the Company and the Controlled Company
not an Issuer that makes public offering in equity or listed
company, the Company shall be obligated to use the procedure
under the Regulation of Bapepam-LK No. IX.E.2 as long as the
contribution to the income of the Controlled Company is
twenty percent (20%) or more than the income of Company
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based on:
a. the annual consolidated financial statement/report of the
Company, if the financial statement/report of the
Controlled Company has been consolidated; or
b. the pro-forma financial information of the Company is
reviewed by the Accountant if the financial
statement/report of the Controlled Company has not
been consolidated in the annual financial
statement/report of the Company.
Details of the requirements for Material Transaction and the
Change of the Main Business Activities shall be provided for in
the Regulation of Bapepam-LK No. IX.E.2.
E.7 Information or Material Facts
Introduction As a listed company whose shares are transacted on the
Indonesia Stock Exchange, the Company shall be obligated to
inform thereof to The Financial Service Authority (OJK) and
announce to the public as soon as practical no later than the
second (the 2nd) business day after the decision or should there
be Information or Material Material Facts that may affect the
value of Company Effects or decision of Investors’ investment.
Type of Material
Information
Information or Material Facts assumed to affect the price of
Company Effects or decision of Investor investment shall be
among others as follows:
1. Merger, purchase of the shares, amalgamation or
formation of joint venture;
2. Distribution of shares or distribution of share dividends;
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3. Income of extraordinary dividends;
4. Acquisition or loss of the main contract;
5. Products or significant innovation;
6. Change of the control or main change of management;
7. Announcement of repurchase or payment of debt effect;
8. Additional sale of effects to the public or in limited
material number;
9. Purchase or loss of material assets sales;
10. Dispute of manpower that is relatively crucial;
11. Lawsuit that is important to Company, and/or Director and
Commissioner of the Company;
12. Bid lodging of purchase of effects of other companies;
13. Substitution of accountant that audits the company;
14. Substitution of trustee;
15. Change of the Company fiscal year.
E.8 GCG Implementation Report
Introduction Under the Regulation of Bank Indonesia, the Company shall
be obligated to prepare a GCG Implementation report that
aims at:
1. Disclosing the GCG practice of Company.
2. Making the actual condition of Company more
transparent.
3. Improving public awareness of the Company.
4. Enhancing the company’s reputation.
The preparation of GCG Implementation Report shall be
carried out at each end of the fiscal year and the GCG
Implementation report may make a separate Chapter of the
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Company’s annual Report or presented separately from the
Company’s Annual Report delivered together with the
Company’s Annual Report.
The GCG Implementation report shall be composed of
Transparency of the GCG Implementation and General
Conclusion of the Self-Assessment Report/Result.
Coverage of
Transparency of
GCG
Implementation
1. Transparency of the GCG Implementation shall at least
cover:
a. Disclosure of the GCG implementation covering
seven (7) aspects to be carried out of the self-
assessment, namely:
i. Performance of duties and responsibilities of the
Board of Commissioners and the Board of
Directors
ii. Completeness and performance of committees’
duties
iii. Application of functions of compliance, internal
audit, and external audit
iv. Application of risk management, including the
internal control system
v. Exposure (fund) availability to related parties and
larger exposure (fund) availability
vi. Strategic plan of the Company
vii. Transparency of financial and non-financial
condition of the Company not disclosed in other
Reports
The self-assessment report on the seven (7) aspects
shall also be contained in the GCG Implementation
Report.
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b. The share ownership of members of the Board of
Commissioners and the Board of Directors that
reaches five percent (5%) or more than the paid up
capital covering the type and number of shares in the
Company, other Banks, Non Bank Financial
Institutions and other companies domiciled at home
or overseas/abroad;
c. Financial relationship and familial relationship of the
other members of the Board of Commissioners, other
members of the Board of directors and/or company
Controlling Shareholders;.
d. Package/remuneration policies and other facilities of
the Board of Commissioners and Board of Directors
of the Company. The disclosure shall at least cover
the number of members of the Board of
Commissioners, members of the Board of Directors,
and total salaries, benefits, share based
compensation, other forms of remuneration and
facilities as resolved by the General Meeting of
Shareholders;
e. Shares Option owned by the Board of
Commissioners, the Board of Directors, and Executive
Officers of the Company (if any);
f. Ratio of the highest salary/pay and the lowest salary;
g. Frequency of meetings of the Board of
Commissioners and the Board of Directors in a year;
h. Internal frauds and efforts of the settlement thereof
by the Company;
i. Legal issue and efforts of settlement by the
Company;
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j. Transaction with the conflict of interests;
k. Buy back shares and/or buy back bonds of the
Company; and
l. Granting of fund for social activities and/or political
activities, either in terms of nominal or exposure
(fund) recipient.
2. The procedure for preparation of the GCG
Implementation Report shall refer to the guidelines for
GCG assessment in book II of this Manual and other
related regulations/requirements.
E.8.1 Self-Assessment of GCG
Requirements/
Mechanism of Self-
Assessment
1. The Company shall at least a year does self-assessment
on the GCG implementation comprising:
a. Performance of duties and responsibilities of the
Board of Commissioners and the Board of Directors
b. Completeness and performance of the committees’
duties
c. Application of the function of compliance, internal
audit, and external audit
d. Application of risk management, including the
internal control system
e. Exposure (fund) availability to related parties and
large exposure (fund) availability
f. Strategic plan of the Company
g. Transparency of the financial and non-financial
condition of the Company not disclosed in other
Reports.
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2. The self-assessment report of GCG implementation
shall become an inseparable part of the GCG
Implementation Report.
3. The procedure for self-assessment report shall refer to
the guidelines for GCG assessment in book II of the
manual and related regulations.