Race Forward Annual Report 2019 Annual Cimb Niaga
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Performance Highlights Management Reports Company Profile Management Discussion Risk Management and Analysis RACE FORWARD ANNUAL REPORT 2019 ANNUAL CIMB NIAGA 460 Supporting Business Corporate Governance Corporate Social Others Corporate Data Consolidated Review Report Responsibility Financial Report Create connections and build success ANNUAL REPORT 2019 ANNUAL CIMB NIAGA 461 Performance Highlights Management Reports Company Profile Management Discussion Risk Management and Analysis COPORATE GOVERNANCE REPORT ANNUAL REPORT 2019 ANNUAL CIMB NIAGA 462 Supporting Business Corporate Governance Corporate Social Others Corporate Data Consolidated Review Report Responsibility Financial Report GCG Implementation Quality Enhancement 465 Public Accountant 600 GCG Objectives 466 Risk Management 602 Banks’ Governance Mechanism & Structure 467 Internal Control System 607 GCG Implementation Milestones 470 Legal/Litigation Issues of 609 The Bank and its Subsidiaries GCG Implementation Assessment 471 Administrative Sanction from Relevant Authorities 612 Application Of Corporate Governance Aspects 474 and Principles In Line with the Access to Corporate Data and Information 613 Otoritas Jasa Keuangan Regulations Employees Code of Ethics 618 General Meeting of Shareholders 479 and Conduct Board of Commissioners 492 Corporate Culture 621 Independent Commissioners 505 Goods and Services Procurement Policy 622 Board of Directors 507 Anti Corruption Policy 624 Board of Commissioners and Board of Directors’ 516 Protection of Creditors’ Rights 624 Performance Assessment Transparency of the Bank’s Financial and 625 Board of Commissioners and Board of Directors’ 520 Non-Financial Conditions Diversity Policy CIMB Niaga Shares and Bonds Buyback 626 Remuneration Policy 523 Dividend Policy 626 Board of Commissioners and 531 Funding For Social and Political Activities 627 Board of Directors’ Meeting Provision of Funds to Related Parties 627 Ultimate and Controlling Shareholders 542 Customer Protection Policy 628 Affiliated Relationships Between 543 Board of Commissioners, Board of Directors Conflict Management Policy 630 and Controlling Shareholder (Including Insider Trading) Committees Under the Board of Commissioners 544 Internal Fraud 631 Audit Committee 544 Whistleblowing System 633 Nomination and Remuneration Committee 550 Asean Corporate Governance Scorecards 635 Application Risk Oversight Committee 556 Integrated Governance Implementation Report 644 Integrated Governance Committee 561 Sharia Business Unit Governance Report 654 Committees Under the Board Of Directors 566 Bad Corporate Governance Practices 665 Corporate Secretary 574 Good Corporate Governance Declaration 665 Internal Audit (IA) 579 of Conduct Compliance Unit 590 Anti Money Laundering And Counter- 595 Terrorist Financing (AML & CFT) ANNUAL REPORT 2019 ANNUAL CIMB NIAGA 463 Performance Highlights Management Reports Company Profile Management Discussion Risk Management and Analysis With the increasingly complex business activities and the CIMB Niaga also understands the important role of the banking current digital era development, implementation of Good industry, and knows that the quality of good governance Corporate Governance (GCG) principles has become the main will have a positive impact in supporting the national foundation to run prudent banking operations and business. economy. Based on that, the Board of Commissioners, Board of Directors and all working units are committed to CIMB Niaga realizes,the implementation of GCG in the current implementing the highest standards in the application of global competition era has become a necessity for companies GCG principles in CIMB Niaga. These principles serves as a to run their business, and its implementation will create a reference for responsible decision making, avoids conflict of solid and supportive foundation for becoming a strong and interest, optimizes performance, and improves accountability. sustainable Bank. Therefore, CIMB Niaga is committed to Furthermore, the commitment to implement GCG also aims make GCG a necessity that should always be applied in every to protects stakeholders and increases compliance with rules Bank process. and regulations. The implementation of GCG brings enormous benefits for the Bank, and as guidelines for the Bank to run its business to be aligned with the goals and needs of each stakeholder. By doing so, mutual trust and a conducive attitude in the company will be fostered and result in an increase in the Bank's overall performance. BASIS & GUIDELINES FOR GOOD CORPORATE GOVERNANCE IMPLEMENTATION CIMB Niaga is committed to implement GCG principles by As internal guidelines in GCG implementation, Bank has in referring to prevailing regulations, among others: place Corporate Governance Charter which stipulated in 1. Republic of Indonesia Laws, particularly those related to the Corporate Policy Manual which is also the highest policy Capital Market, Limited Liability Company, and Banking; of the Bank. In addition, the Corporate Policy Manual is also 2. Regulations and Circular Letters issued by the Otoritas Jasa supported by other internal policies including Code of Ethics & Keuangan (OJK), particularly those related to Corporate Conducts, Charters, Risk Management Policy, Whistleblowing Governance, Annual Report, Risk Management, and various Policy and Conflict Management Policy. OJK Regulations and Circular Letters related to corporate governance implementation; CIMB Niaga periodically reviews and evaluates the 3. The Indonesian Corporate Governance Roadmap issued completeness and updating of the internal policies issued through the OJK press release on 4 February 2014; by CIMB Niaga, to ensure that the provisions in the policy 4. ASEAN Corporate Governance (CG) Scorecard issued by are always relevant and in accordance with organizational ASEAN Capital Market Forum (ACMF); conditions, Bank strategies, applicable regulations and best 5. Indonesian GCG General Guidelines issued by the National practices Committee of Governance Policy (KNKG); ANNUAL REPORT 2019 ANNUAL 6. Articles of Association and General Meeting of Shareholders (GMS) Resolutions. 7. Bank’s Regulations and Policies. CIMB NIAGA 464 Supporting Business Corporate Governance Corporate Social Others Corporate Data Consolidated Review Report Responsibility Financial Report GCG IMPLEMENTATION QUALITY ENHANCEMENT In line with the Bank’s efforts to continuously improve Thru the various efforts have been made throughout 2019 in its business achievements, CIMB Niaga also continues to maximizing the effectiveness of GCG implementation as part strengthen its commitment to improve the quality of GCG of the Bank’s supervision and management, CIMB Niaga was implementation. During 2019, CIMB Niaga carried out able to garner appreciations from external parties in the form various activities to continuously improve the quality of GCG of awards as follows: implementation in the Bank environment as a basis for creating sustainable added value for the interests of Shareholders, the 1. 1st Winner of the Annual Report Award 2019 for Private wider community, and other stakeholders both in the short Financial Institution category and long term. GCG ACHIEVEMENTS IN 2019 1. Enhancement of GCG implementation by referring to the ACGS criteria: a. Appointment of one of the Independent Commissioners as Senior Independent Commissioner. b. Use of third-party service (search firm) in the process of finding candidates for Commissioners and Directors. c. Issuance of Anti-Corruption Policy 2. Renewal of the Charters of the Board of Commissioners, Board of Directors, Audit Committee, Nomination and Remuneration Committee, as well as Code of Ethics & 2. TOP GRC 2019: TOP GRC, The Most Committed GRC Conduct. Leader and The High Performing Corporate Secretary 3. The implementation of induction programs for newly on GRC. appointed members of the Board of Commissioners & Board of Directors has been carried out through the e-Learning Bank (LoG) application. 4. Implementation of the Compliance Culture & Awareness program aimed at establishing & increasing awareness & compliance culture at the Bank including through e-Learning & sharing sessions, RCU Forum and including the RCU Head for the Compliance Certification program. 5. Development of a monitoring application system to fulfill commitments and reporting to regulators, namely ReCoM (Regulatory Commitment Monitoring). 6. Holding of Anti-Fraud Socialization Week, which was 3. IICD Award 2019: The Best Corporate Governance Overall launched by the President Director & Board of Directors and Top 50 Emiten for Indonesia Public Companies with and carried out intensively for 2 (two) weeks. The program Large Capitalization category was marked by various activities including AFM Booth which contained games with anti-fraud messages, poster contests, visits and sharing sessions in 10 cities in Jakarta, West Java, Central Java and East Java. 7. New Anti Fraud tagline “Anytime... Anywhere… Integrity First!” to replace the previous tagline “Fraud? No Way! “ as the Bank’s commitment to further strengthen the work culture with integrity in all functions and activities of the Bank’s employees. ANNUAL REPORT 2019 ANNUAL CIMB NIAGA 465 Performance Highlights Management Reports Company Profile Management Discussion Risk Management and Analysis GCG OBJECTIVES The implication of consistent GCG implementation by CIMB The implementation of GCG principles will also provide long- Niaga through 4 (four) pillars of governance aspects is that