Successful Person Focuses on Doing the Right Thing (Peter Drucker) 252 PT Bank Danamon Indonesia, Tbk
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Danamon’s Management Company Highlights Reports Profile Successful Person Focuses On Doing The Right Thing (Peter Drucker) 252 PT Bank Danamon Indonesia, Tbk. 2016 Annual Report Management Operational Corporate Corporate Social Corporate Financial Discussion & Analysis Review Governance Responsibility Data Report Sub Contents 254 Good Corporate Governance 254 Reference For Implementation of Danamon Corporate Governance 255 Implementation Roadmap of Danamon GCG 258 Imlementation of Danamon GCG in 2016 259 Assessment of GCG Implementation 2016 260 Danamon’s Corporate Governance Implementation Report 261 Shareholders 262 The Annual General Meeting of Shareholders 268 The Board of Commissioners 281 Committees Under The Board of Commissioners 303 The Board of Directors 318 Committees Under The Board of Directors 325 Related and Affiliated Party Transactions of The Board of Directors, Board of Commissioners and Majority Shareholders 325 Corporate Secretary 329 Compliance Function 332 Implementation of Anti-Money Laundering Program (“AML”) and Combating Funding Of Terrorism (“CFT”) Programs 334 Internal Audit Unit (“SKAI”) 338 Company Accountant/External Auditor 339 Risk Management 343 Provision of Funds To Related Parties and Large Exposures 343 Internal Control Systems 346 Legal Matters and Important Issues Involving the Bank, Its Subsidiaries, Directors and/or Commissioners 347 Disclosure of Administrative Sanctions By Financial Services Authority 347 Internal Fraud 348 Transparency of Financial and Non-Financial Performances 349 Share Options 349 Share Ownership Program For Employees and/ or Management 349 Share and Bond Buy Backs 349 Highest and Lowest Salaries Ratio 349 Conflict of Interest Transactions 350 Bank Strategic Plan 351 Provision of Funds For Political Activities 351 Company Information Access 352 Investor Relations 353 Public Affairs 353 Customer Care Unit 355 Consumer Service Quality 356 Corporate Culture 357 Code of Ethics 359 Whistleblowing System 361 Statement of The Implementation of Good Corporate Governance Principles Corporate Governance PT Bank Danamon Indonesia, Tbk. 2016 Annual Report 253 Danamon’s Management Company Highlights Reports Profile Good Corporate Governance REFERENCES FOR IMPLEMENTATION OF DANAMON CORPORATE GOVERNANCE In implementing its GCG practices, Danamon refers to all applicable laws and regulations, including: OJK Regulation No. 55/POJK.03/2016 on the Implementation of GCG for Commercial Banks; OJK Regulation No. 18/POJK.03/2014 dated November 18, 2014 and OJK Circular Letter on Integrated GCG for Financial Conglomerates; OJK Regulation No. 21/ “Danamon is POJK.04/2015 dated November 16, 2015 following committed to OJK Circular Letter on the implementation of GCG Code for Public Companies; OJK regulations implementing and governing the GMS, the Board of Directors and the Board of Commissioners, as well as the Committees improving the of the Board of Commissioners; ASEAN Corporate Governance Scorecard; Code of GCG in Indonesia and implementation the Indonesian Banking GCG issued by the National of good corporate Committee of Governance (NCG). governance in DANAMON’s CG IMPLEMENTATION COMMITMENT AND PURPOSE accordance with The implementation of Danamon’s corporate governance through encouraging ethics and integrity standards, and in the management of the Bank has consistently aimed to boost performance, improve investor international confidence, protect the interests of stakeholders, as exemplary practices well as provide a positive contribution to the financial that promote industry and the national economy. Danamon sustainably strengthen the implementation financial robustness, of governance in accordance with the exemplary standards and practices of corporate governance assets quality and a by encouraging financial robustness, assets quality, winning strategy.” and superior strategy as the key elements to face the challenges of global competition and achieve sustainable growth. 254 PT Bank Danamon Indonesia, Tbk. 2016 Annual Report Management Operational Corporate Corporate Social Corporate Financial Discussion & Analysis Review Governance Responsibility Data Report IMPLEMENTATION ROADMAP OF DANAMON GCG Improvement process of Danamon GCG implementation has been sustainably and consistently conducted, as outlined in the implementation roadmap of Danamon GCG from 2013 to 2017, as follows: • Disclosure of the Good Governance group. • Disclosure of the AGMS Agenda and Policy, Articles of • Enhancement of remuneration policy explanation. Association, Personal the Bank’s website for Directors and • Published AGMS Investment Policy, (bilingual). Commissioners in the decisions one day Related Party • Completing Annual Report 2013 after AGMS meeting. Policy, Conflict of management profile • Disclosures on the Interest transactions, and minutes of the Bank’s website of: Shareholders and AGMS. • Aligned and governance practice • Referring to Audit Committee, enhanced the with the ASEAN CG the applicable Risk Monitoring implementation Scorecard. regulations, adjusted Committee, of good corporate • Facilitated all the structure of the Nomination governance practices Commissioners Audit Committee, Committee, with legislation with refresher risk Risk Monitoring Remuneration primarily to meet the management course. Committee, Committee, recommendations • Separated Remuneration and Corporate of OJK as set out Nomination and Committee, and Governance 2014 in the Corporate Remuneration Nomination Committee. Governance Committee into Committee. • Affiliated Roadmap Indonesia. two committees: • Enhanced and Transactions and • Aligned and the Nomination updated charters Conflicts of Interest enhanced Committee, and of the Boards of Policy. implementation the Remuneration Commissioners of good corporate Committee. and Directors, • Implemented an Commissioner on Commissioners and Assessment, Gifts Integrated Corporate the Nomination Board of Directors. Policy (Acceptance and Governance and and Remuneration Policy Performance Gifts). risk management Committees. Assessment for • Dividend payments through the availability • Established diversity the Board of within 30 days. of structures policy of the Board of Commissioners • Disclosure of the 2015 and integrated Commissioners and and Board of candidate profiles for infrastructure. Board of Directors, Directors, Board members of the Board • Addition of Nomination Policy of Commissioners of Commissioners. Independent for the Board of Tools Performance • Enhancement governance of the OJK Remuneration Succession of integrated guidelines. on Guidelines Committee and Policy, Directors governance • Enhancement of of Corporate the Nomination Performance implementation good corporate Governance for Committee. Assessment Tools 2016 and improvement governance Listed Companies. • Established • Completion of of subsidiaries’ implementation • Updated the Communication the Whistleblower corporate in line regulation charters of the Policy, Directors Policy • Alignment of with the OJK on • Improvement of the the implementation the corporate the Implementation Company’s Website of corporate governance of Governance for • Completion of governance 2017 implementation Commercial Banks policies to support PT Bank Danamon Indonesia, Tbk. 2016 Annual Report 255 Danamon’s Management Company Highlights Reports Profile POLICY, ORGAN AND IMPLEMENTATION OF DANAMON CORPORATE GOVERNANCE Commitment to Danamon GCG Danamon governance policy is the implementation guidelines of governance at all levels of the organization based on the following principles: Transparency Accountability Commitment to provide adequate, clear, Clear establishment of the functions, duties and authorities and accurate and timely information disclosure, responsibilities within the organization, set in accordance with the easily accessible to both shareholders and guidelines and charters of each function. Danamon as an institution stakeholders alike. must be accountable and responsible for its performance. Responsibility Independency Danamon is committed to comply with laws and regulations The organs of Danamon perform their activities and established internal policies. In addition, Danamon also independently and objectively, as well as avoiding manifests its responsibilities to society and the environment, to the influence of any dominant party. Danamon achieve long-term sustainability and be recognized as a good is committed to performing its businesses with corporate citizen. professionalism. Fairness and Equality Danamon always ensures that the rights and interests of all shareholders, both majority and minority can be fulfilled. Danamon also always provides fair and equal treatment to all stakeholders. Danamon as the Main Entity in a Financial Conglomerate of the Danamon Group also prepared Integrated Corporate Governance Policies that guide the implementation of integrated good corporate governance for all entities within Danamon Group. 256 PT Bank Danamon Indonesia, Tbk. 2016 Annual Report Management Operational Corporate Corporate Social Corporate Financial Discussion & Analysis Review Governance Responsibility Data Report Danamon’s Corporate Governance Organ Danamon’s corporate governance structure is built to ensure that implementation of corporate governance in Danamon is applied systematically. Supporting structures of Danamon GCG implementation have clear roles and responsibilities in order to create control mechanisms of checks and balances. AGMS Checks & Balances Board of Commissioners Board of Directors