ASEAN Corporate Governance Score Card
Part | Parameter | Company Practice in 2021 | Source Document |
---|---|---|---|
E.1 Board Duties and Responsibilities | |||
Clearly defined board responsibilities and corporate governance policy | |||
E.1.1 | Does the company disclose its corporate governance policy / board charter? |
Bank Tabungan Negara has disclosed its Governance Policy/Board Charter in the Annual Report and Company's Website.
The information is mentioned in:
|
Bank Tabungan Negara Annual Report FY 2020
Board of Commissioners Manual Board of Director Manual Code of Conduct |
E.1.2 | Are the types of decisions requiring board of directors/commissioners' approval disclosed ? |
Bank BTN has internal policy regarding the types of decisions and actions taken by Board of directors requiring board of commissioners' approval.
The information is mentioned in:
|
Board of Commissioners Manual
Board of Director Manual Board of Directors Manual Bank Tabungan Negara page 15-17 |
E.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated ? |
The roles and responsibilities of the Board of Directors and Board of Commissioners are clearly stated in the Annual Report and Board Manual.
The information is mentioned in:
|
Bank Tabungan Negara Annual Report FY 2020
Board of Director Manual Board of Director Manual |
Corporate Vision/Mission | |||
E.1.4 | Does the company have an updated vision and mission statement? |
Bank Tabungan Negara vision and mission is stated on the Annual Report.
|
Bank Tabungan Negara Annual Report FY 2020 |
E.1.5 | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? |
According to Annual Report 2020, it is known that the BoD plays a leading role in the process of developing and reviewing the company's strategy.
The information is mentioned in: |
Bank Tabungan Negara Annual Report FY 2020 |
E.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
According to Annual Report 2020, it is known that:
The information is mentioned in:
|
Bank Tabungan Negara Annual Report FY 2020 |
E.2 Board structure | |||
Code of Ethics or Conduct | |||
E.2.1 | Are the details of the code of ethics or conduct disclosed? |
Bank Tabungan Negara discloses Code of Conduct in company's website.
The information is mentioned in:
|
Code of Conduct |
E.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code/s? |
According to Annual Report 2020, it is known that the Code of Conduct applies to all Management (Board of Commissioners, Board of Directors) and Employees in implementing all of the Company’s business activities and interactions between the Board of Commissioners, Board of Directors and Employees with all Stakeholders.
The enactment statement of the Code of Conduct for all levels of the organization is formally documented through the Regulation of the Board of Directors No. 16/PD/CMPD/2015 December 31, 2015 concerning the Guidelines for Business Ethics and Behavior. The Company compels the signing of Code of Conduct statement, which is labelled the “Integrity Pact†by all the Company’s personnel to be fully exercised. |
Bank Tabungan Negara Annual Report FY 2020, page 580-582 |
E.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? |
Bank Tabungan Negara has process to implement and monitor compliance with the code of conduct.
Throughout 2020, the efforts made by the Company in implementing and enforcing the Code of Conduct included the following:
|
Bank Tabungan Negara Annual Report FY 2020, page 580-582 |
Board Structure & Composition | |||
E.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
The auditors seeking appointment/re-appointment is not clearly identified in the Notice (Invitation) of AGMS 2021.
The information is mentioned in:
|
Bank BTN AGMS 2021 Invitation
Meeting materials of AGMS 2021 |
E.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners? |
Proxy documents are easily available based on the Bank BTN AGMS 2021 Invitation. As the AGMS 2021 Invitation stated that the power of attorney form available at the Company’s Share Registrar PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, 2nd floor, Jakarta 10120, Telp. (021) 350 8077 Fax. (021) 350 8078, on working days starting from the date of the invitation to the Meeting. In addition, the forms of power of attorney is also easily accessible and downloadable from the company website.
The information is mentioned in:
|
Bank BTN AGMS 2021 Invitation
Power of Attorney to Attend AGMS 2021 |
1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 | |||
E.2.6 | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
The concurrent positions of the Board of Commissioners are governed by the Board of Commissioners Charter, where members of the Board of Commissioners can only hold concurrent positions as Members of the Board of Commissioners, Directors or Officials in 1 (one) nonfinancial institution/company and Board of Commissioners, Board of Directors or Executive Officers who perform the supervisory function in 1 (one) non-Bank subsidiary company controlled by the Company.
Board of Commisioners Manual: A member of Board of Commissioners shall not concurrently hold any of the following offices: a. Member of Board of Directors of any State Owned Enterprise, Local Government Owned Enterprise, or Private Enterprise. b. Management of any political party and/or candidate/member of the House of Representatives, Regional Representative Council, Provincial House of Representatives, Municipal/Regental House of Representatives and/or candidate of governor/mayor/regent or vice governor/mayor/regent. c. Any other positions pursuant to the laws and regulations; and/ord. Any other positions that may result in a conflict of interest. Board of Directors Manual: A member of the Board of Directors shall not concurrently hold a position as: a. Member of Board of Directors in any SOE, Local Government Owned Enterprise, private owned enterprise; b. Member of Board of Commissioners/Supervisory Board in any SOE; c. Any other structural and functional positions in any central and/or local government institution/body; d. Management of any political party, member of the house of representative and/or governor/mayor/regent or vice governor/mayor/regent; and/or member candidate of the house of representative and/or governor/mayor/regent candidate or vice governor/mayor/regent candidate; e. Any other positions pursuant to the laws and regulations and any other positions that may result in a conflict of interest. The information is mentioned in:
|
Bank Tabungan Negara Annual Report FY 2020 - page 375-376
Bank Tabungan Negara Annual Report FY 2020 - page 409 BOC Manual P.46-47 BOD Charter P.7-8 |
E.2.7 | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? | None of Directors of Bank Tabungan Negara having double positions at the other Public Companies. | Bank Tabungan Negara Annual Report FY 2020 - page 408-409 |
Nominating Committee | |||
E.2.8 | Does the company have a Nominating Committee? |
Bank Tabungan Negara has a Remuneration and Nomination Committee. The Remuneration and Nomination Committee was established by the Board of Commissioners and reports directly to the Board of Commissioners in supporting the functions and duties of the Board of Commissioners in relation to the Remuneration and Nomination of the members of the Board of Commissioners.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? |
Based on the company website, more than 50% of the Nomination Committee are independent commissioners.
The information is mentioned in:
|
https://www.btn.co.id/Tata-Kelola » Governance » Good Corporate Governance » Remuneration and Nomination Committee |
E.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? |
The chairman of Remuneration and Nomination Committee is an independent commissioner.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.11 | Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? |
In carrying out its duties and responsibilities the Remuneration and Nomination Committee referred to the Remuneration and Nomination Committee Charter based on the Decree of the Board of Commissioners No. 03/DEKOM-BTN/XII/2019 dated November 19, 2019.
The Remuneration and Nomination Committee Charter aimed to make the Committee work more optimally so that the implementation of recommendations on remuneration and nomination of members of the Board of Commissioners, members of the Board of Directors, Executive Officers and Employees and Human Capital policies as a whole in accordance with the principles of Good Corporate Governance. The information is mentioned in:
|
Annual Report of BTN FY 2020
Bank Tabungan Negara Remuneration and Nomination Committee Charter |
E.2.12 | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? |
In 2020, the Remuneration and Nomination Committee held 17 (seventeen) times meetings, and 6 of them were focussed on Nomination, and attended by at least 51% (fifty one percent) of the total members including the Independent Commissioners and Independent Parties presented based on the Term of Office of the members of the Remuneration and Nomination Committee.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
Corporate Governance Confirmation Statement | |||
E.2.13 | Does the company have a Remuneration Committee? |
Bank Tabungan Negara has a Remuneration and Nomination Committee. The Remuneration and Nomination Committee was established by the Board of Commissioners and reports directly to the Board of Commissioners in supporting the functions and duties of the Board of Commissioners in relation to the Remuneration and Nomination of the members of the Board of Commissioners.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.14 | Is the Remuneration Committee comprised of a majority of independent directors/commissioners? |
Based on the company website, more than 50% of the Nomination Committee are independent commissioners.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? |
The chairman of Remuneration and Nomination Committee is an independent commissioner.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.16 | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? |
In carrying out its duties and responsibilities the Remuneration and Nomination Committee referred to the Remuneration and Nomination Committee Charter based on the Decreee of the Board of Commissioners No.03/DEKOM-BTN/XII/2019 dated November 19,2019. The Remuneration and Nomination Committee Charter aimed to make the Committee work more optimally so that the implementation of recommendations on remuneration and nomination of members of the Board of Commissioners, members of the Board of Directors, Executive Officers and Employees and Human Capital policies as a whole in accordance with the principles of Good Corporate Governance.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.17 | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? |
In 2020, the Remuneration and Nomination Committee held 17 (seventeen) times meetings, and 11 of them were focussed on Remuneration, and attended by at least 51% (fifty one percent) of the total members including the Independent Commissioners and Independent Parties presented based on the Term of Office of the members of the Remuneration and Nomination Committee
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
Audit Committee | |||
E.2.18 | Does the company have an Audit Committee? |
BTN has Audit Committee which responsible to support the Board of Commissioners in carrying out its supervisory functions, including monitoring and evaluating the implementation of the internal control system, assessing the implementation of activities and results of audits carried out by the Internal Audit Unit and external auditors, reviewing financial information to be issued by the Company, and reviewing the compliance against the provisions relating to Company activities.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
Based on Annual Report, more than 50% of the Audit Committee are the Independent Commissioners or external members that satisfy independent criteria.
The information is mentioned in: |
Bank Tabungan Negara Audit Committee |
E.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? |
The Chairman of BTN's Audit Committee is Mr. Ahdi Jumhari Luddin, Independent Commissioner of the Bank.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
The Audit Committee’s Work Guidelines refers to the Audit Committee Charter where the Audit Committee Charter is compiled based on the applicable laws and regulations and is regularly reviewed and has been ratified based on the Board of Commissioners Decre.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.22 | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
Some members of BTN's Audit Committee have experience and/or qualification in accounting.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? |
In 2020, Audit Committee has 23 (Twenty Three) meetings. Total meeting, attendance of the meeting and the implementation of Audit Committee function in 2020 are disclosed in 2020 Annual Report.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? |
BTN's Audit Committee Charter stated that Audit Committee responsible to review and provide the recommendation to BOC on the appointment of Public Accountant whom will audit Bank's financial report.
The information is mentioned in:
|
Audit Committee Charter |
E.3 Board Processes | |||
Board meetings and attendance | |||
E.3.1 | Are the board of directors meeting scheduled before the start of financial year? |
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.3.2 | Does the board of directors/commissioners meet at least six times during the year? | Annual Report of BTN FY 2020 | |
E.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? | Annual Report of BTN FY 2020 | |
E.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? |
It has disclosed in Annual Report of BTN FY 2020, page 410.
|
Board Manual (Update) of Board of Directors and Board of Comissioners Bank BTN |
E.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? | Directors/commissioners of the company meet separately at least once during the year without any executives present? The Board of Commissioners has conducted 49 internal meetings. | Annual Report of BTN FY 2020 |
Access to information | |||
E.3.6 | Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? |
BTN has disclosed its internal policy regarding the submission of the meeting material to the board in advance of the board meeting.2.9.7a. Material of the meeting as referred to point 2.9.5. shall be submitted to the Secretary of the Board of Commissioners no later than 5 (five) working days before the meeting is held. 3.6.7a. The meeting material as mentioned in item 3.6.7 shall be submitted to the Corporate Secretary no later than 5 (five) working days before the meeting is held.
The information is mentioned in:
|
BTN Website |
E.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
Through Corporate Secretary, BOD and BOC can access the information needed, such as material of BOD and/or BOC meeting, new regulations on capital market and GCG issued by the regulators, which may help and support the implementation of duties and responsibilities of BOC and BOD.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? |
In addition, every year the Corporate Secretary actively joints various trainings, seminars and workshops with the topics relevant to her functions, so as to keep updated with the latest development and to support her function as Corporate Secretary.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
Board Appointments and Re-Election | E.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? |
Bank Tabungan Negara has disclosed the criteria used in selecting new members of Board of Directors/Board of Commisioners in Board Manual and in Annual Report of BTN FY 2020, page 473-374 and page 404-405
Bank Tabungan Negara has disclosed the criteria used in selecting new members of Board of Directors /Board of Commissioners in Board Manual. The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.3.10 | Did the company describe the process followed in appointing new directors/commissioners? |
BTN has disclosed process for appointment of Board of Directors and Board of Commissioners in the Annual Report. BTN has described the process of appointing new directors as follows:
Bank Tabungan Negara has disclosed the criteria used in selecting new members of Board of Directors /Board of Commissioners in Board Manual. Prospecting Process of Prospective Directors:
Selection/Testing Process :
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? |
On its Board Manual, Bank Tabungan Negara stated that the term of office of members of the Board of Directors shall be 5 (five) years and may be reappointed for another term of office. Annual Report Members of the Board of Commissioners are appointed for the period commencing from the date determined by the GMS that appoints them and ends at the closing of the 5th (fifth) Annual GMS after the date of appointment, provided that the tenures do not exceed 5 (five) years, with due observance of all regulations and legislation in the Capital Market, but without prejudice for the right of the GMS to at any time be able to dismiss members of the Board of Commissioners before their Term of Office ends.
At end of tenure, members of the Board of Commissioners may be re-appointed by the GMS for another term of office. The Board of Directors members are appointed for a term of office from the close of the GMS or other date stipulated by the GMS appointing the Board of Directors until the close of the 5th Annual GMS after the date of appointment, provided that the term is not more than 5 (five) years, with due observance legislation including the prevailing regulations in the Capital Market, without prejudice to the rights of the GMS to terminate the Board of Directors members at any time. The information is mentioned in:
|
Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16, section 4, stated that The term of office of a member of the Board of Directors shall be 5 (five) years and may be re-appointed for 1 (one) term of office.
Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28, section 3, stated that The term of office of a member of the Board of Commissioners shall be 5 (five) years and may be re-appointed for 1 (one) term of office. Board Manual Page 113 |
2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 | |||
Remuneration Matters | |||
E.3.12 | Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? | It has disclosed in Annual Report of BTN FY 2020, page 528-531, The remuneration policy for members of BOD including the Bank’s financial stability, the creation of Risk Management, Short-Term and Long-Term Liquidity requirements and future Revenue potential. The remuneration for members of BOD was approved by Shareholders through AGMS. | Annual Report of BTN FY 2020 |
E.3.13 | Is there disclosure of the fee structure for non-executive directors/commissioners? |
It has disclosed in Annual Report of BTN FY 2020, page 526-535. The BOD/BOC remuneration structure consists of Remuneration Package and Other Benefits received.
The Remuneration Structure that denotes the types and/or (1) Short-term consists of Salary, Allowances (holiday, transportation), Amenities (health, legal aid), and Performance Bonus, and (2) Long-term and/or post-employment consists of Full Insurance based on Position and may be awarded in the form of additional long term rewards (long-term in centives/LTI). The remuneration for members of BOD/BOC was approved by Shareholders through AGMS. |
Annual Report of BTN FY 2020 |
E.3.14 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
The Shareholders approved remuneration for Board of Directors and Board of Commissioners as included in :
|
Bank BTN 2020 Resolutions of AGMS
Bank BTN 2020 Meeting Materials of AGMS |
E.3.15 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses? |
The Company may postpone the variable Remuneration payment that is suspended (Malus) or retract the variable Remuneration payment, which has already been paid (Claw back) to an officer that has been categorized as a Material Risk Taker (MRT), with the following provisions: 1. Loss or damage to the Company’s reputation 2. Employee’s involvement directly or indirectly related to the act or transaction conducted.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
Internal Audit | E.3.16 | Does the company have a separate internal audit function? | It has disclosed in Annual Report of BTN FY 2018, page 494-501. BTN established Internal Audit function as an independent unit. The Internal Audit Function is implemented by the Internal Audit Division (IAD), one of which is by objectively evaluating Risk-Based Audits and consulting services, especially those that involve improving and refining Risk Management, Internal Control and Governance Processes. | Annual Report of BTN FY 2020 |
E.3.17 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | Bank Tabungan Negara identified its Head of Internal Audit. The position is held by Hertanta , 55 Years Old, Indonesian citizen. It has disclosed in Annual Report of BTN FY 2020, page 495. | Annual Report of BTN FY 2020 |
E.3.18 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
It has disclosed in Annual Report of BTN FY 2020, page 472. The appointment and removal of the internal auditor of BTN (The Head of SKAI) require the recommendation of the Audit Committee.The parties involved in the appointment or dismissal of the Head of the Company’s Internal Audit are the Managing Director, the Board of Commissioners and the Financial Services Authority as regulators.
The procedures as follows:
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
Internal Audit | E.3.19 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | BTN has Risk Management Framework and Internal Control System periodically reviewed. It has disclosed in Annual Report of BTN FY 2020, page 539-552 and page 553-556. | Annual Report of BTN FY 2020 |
E.3.20 | Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? |
It has disclosed in Annual Report of BTN FY 2020, page 461 and page 484-490 that BOD and BOC has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems.
Risk Management Policy Manual (PKMR) reviews have been carried out periodically at least once a year by the Board of Commissioners and the Board of Directors by refining risk management policy guidelines. |
Annual Report of BTN FY 2020 |
E.3.21 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | It has disclosed in Annual Report of BTN FY 2020, page 545-551 that there are 8 (eight) key risk managed by the Bank, i.e Credit Risk, Market Risk, Liquidity Risk, Operational Risk, Legal Risk, Strategic Risk, Compliance Risk, and Reputation Risk. | Annual Report of BTN FY 2020 |
E.3.22 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? | There is a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems. It has disclosed in Annual Report of BTN FY 2020, page 58-59, that states "We, the undersigned below, declare that all information in the 2018 Annual Report of PT Bank Tabungan Negara (Persero) Tbk has been completely disclosed and we are fully accountable for the truthfulness of its content. We also declare that the Company Risk Management and Internal Control System is adequate. This statement is made truthfully." | Annual Report of BTN FY 2020 |
E.4 People on the Board | |||
Remuneration Matters | |||
E.4.1 | Do different persons assume the roles of chairman and CEO? | The profile of President Commissioner and President Director can be accessed through Bank's website (BOC Profile & BOD Profile) & Annual Report of BTN FY 2020, page 85-90 and page 94-101. | Annual Report of BTN FY 2020 |
E.4.2 | Is the chairman an independent director/commissioner? | Director/commissioner? It has disclosed in Annual Report of BTN FY 2020, page 85. President Commissioner of BTN has no affiliate relationship with other members of BOC and BOD members.In order to ensure the independency of BOC in conducting its function, 50% of total BOC members consist of Independent Commissioners. | Audit Committee Charter |
E.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | There is no member of BOC whom was a former President Director of the Bank in the past 2 years. It has disclosed in Annual Report of BTN FY 2020, page 85. | Annual Report of BTN FY 2020 |
E.4.4 | Are the roles and responsibilities of the chairman disclosed? | The roles and responsibilities of the chairman was disclose Annual Report of BTN FY 2020, page 371. | Annual Report of BTN FY 2020 |
Lead Independent Director | E.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | N/A | Annual Report of BTN FY 2020 |
Skills and Competencies | E.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? | 11 (eleven) out of 14 (fourteen) BOC and BOD have prior working experience in the major sector that the company is operating in. It has disclosed in Annual Report of BTN FY 2020, page 593-594. | Annual Report of BTN FY 2020 |
E.5 Board Performance | |||
Directors Development | |||
E.5.1 | Does the company have orientation programmes for new directors/commissioners? |
BTN has orientation programs for new directors/commissioners so that can work together as a solid team, despite their different backgrounds.
The information is mentioned in: |
Annual Report of BTN FY 2020 |
E.5.2 | Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes? | BTN provides an opportunity for the Board of Directors to attend education/training/ workshops/seminars/sertifications, both inside the country and abroad, in order to increase knowledge regarding banking and the latest developments related to finance and other fields that support the implementation of duties and responsibilities. |
Board of Commissioners Competency Development
Board of Directors Competency Development |
CEO/Executive Management Appointments and Performance | |||
E.5.3 | Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? |
Bank Tabungan Negara disclosed the process of the Boards of Directors Succession Policy. BTN through the Human Capital Management Division instigates a Talent Management System (TMS) to conduct a Fit and Proper Test in order to groom potential cadres of employees as prospective Directors under several programs. The succession policy of the directors refers to the Policy Direction and Strategy of the Ministry of BUMN in the field of Human Resources.
The information is mentioned in:
|
Annual Report of BTN FY 2020 |
E.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | The performance appraisal of the Board of Directors is determined based on the duties and responsibilities of the Board of Directors, which are listed in the Board of Directors Charter, Charter and Mandate of Shareholders as outlined in the criteria for performance assessment of the Board of Directors and each individual Director, then the report performance appraisal of the Board of Directors and each member of the Board of Directors are evaluated by the Board of Commissioners to be submitted to the Shareholders. The performance evaluation of the Board of Directors is performed at the GMS. Moreover, throughout 2020, the Board of Commissioners who have performed the duties of supervision of the Company have assessed that the Board of Directors performed the management of the Company very well and in line with the Vision, Mission and objectives of the Company. | Assessment of Board of Directors Performance |
Board Appraisal | |||
E.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? |
Bank BTN has conducted and annual performance assessment of the board of directors as well as commissioners and the criteria as follows:Board of Commissioners Performance Assessment Criteria:The implementation of the performance evaluation of the Board of Commissioners shall be based on the assessment criteria related to the implementation of the Board of Commissioners’ functions in conducting supervision and advising the Board of Directors on behalf of the Company and the shareholders, in particular, the interested parties in general, which will be evaluated by the shareholders. The assessment is based on the evaluation criteria of the duties and responsibilities of the Board of Commissioners in the implementation of the GCG Self-Assessment as stipulated in the Financial Services Authority Circular No. 13/SEOJK.03/2017 dated March 17, 2017 concerning the Implementation of Governance for Commercial Banks.
Board of Directors Performance Assessment Criteria:
|
Assessment of Board of Directors Performance
Assessment of Board of Commissioners Performance |
Director Appraisal | |||
E.5.6 | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? |
The Annual General Meeting of Shareholders is a forum where the Board of Directors reports and accounts for the Company’s performance to shareholders based on Managements Performance Contracts, i.e. to evaluate the performance of the Board of Directors individually and the performance of each committee as a supporting body of the Board of Directors.
General Policy regarding the performance evaluation of the Board of Directors refers to the Board of Directors Charter. The performance evaluation of the Board of Directors is performed based on the benchmarks for evaluating the performance of each member of the Board of Directors. The result of the evaluation regarding the Board of Directors’ collective performance and individual performance of each member of the Board of Directors, which is an integral part of the compensation scheme and provision of incentives for the members of the Board of Directors. |
Assessment of Board of Directors Performance
Assessment of Board of Commissioners Performance |
Committee Appraisal | |||
E.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? |
In 2020, the Board of Commissioners assessed the effectiveness of the performance of committees under the Board of Commissioners. The Board of Commissioners considers that throughout the Fiscal Year, the committees have effectively performed their duties and responsibilities well based on the achievements as reflected in the Key Performance Indicators (KPI) of each committee. The basis for performance assessment include :(1) the Committee report of realization of duties implementation in accordance to their respective responsibilities,(2) the recommendations given and(3) the frequency of meetings held by the Committee so that they can assist the supervisory function and provide advice of the Board of Commissioners.
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Annual Report of BTN FY 2020 |