ASEAN Corporate Governance Score Card
Clearly defined board responsibilities and corporate governance policy | |||
D.1.1 | |||
Board Duties and Responsibilities | Does the company disclose its corporate governance policy / board charter? | ||
---|---|---|---|
Company Practices 2023-2024 |
The Company has disclosed its Governance Policy/Board Charter in the Annual Report and Company's Website. The information is mentioned in:
|
||
Source Document |
BTN Annual Report FY 2023 Website Bank: Corporate Governance Policy |
||
D.1.2 | |||
Board Duties and Responsibilities | Are the types of decisions requiring board of directors/commissioners' approval disclosed ? | ||
Company Practices 2023-2024 |
Bank BTN has internal policy regarding the types of decisions and actions taken by Board of directors requiring board of commissioners' approval. There are 12 actions that require approval from BOC listed in the Annual Report. The information is mentioned in:
|
||
Source Document |
Website Bank: Corporate Governance Policy Company Practices 2023-2024 No.1 Company Practices 2023-2024 No.2 Work Code of Conduct of the Board of Commissioners NO. 4.1 Board of Directors Manual NO. 4.2
|
||
D.1.3 | |||
Board Duties and Responsibilities | Are the roles and responsibilities of the board of directors/commissioners clearly stated ? | ||
Company Practices 2023-2024 |
The roles and responsibilities of the Board of Directors and Board of Commissioners are clearly stated in the Annual Report and Board Manual. Duties and Responsibilities of the Director Supervising the Compliance Function at least include Formulating strategies to empower the Culture of Compliance and Minimizing the Bank's Compliance Risks. The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 Website Bank: Corporate Governance Policy |
||
Corporate Vision/Mission | |||
D.1.4 | |||
Board Duties and Responsibilities | Does the company have an updated vision and mission statement? | ||
Company Practices 2023-2024 |
The company has an updated vision and mission stated in the Website and the Annual Report 2023. The new Vision and Mission have been established in the Corporate Plan Company Year 2021- 2025 and has been outlined in the Bank Business Plan 2023-2025. The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 | ||
D.1.5 | |||
Board Duties and Responsibilities | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? | ||
Company Practices 2023-2024 |
The board of directors plays a major role in the company's strategy development and review process at least annually. In regards to the preparation of the Budget Work Plan (RKAP), BOD conduct a meeting on October 30 2023 with agenda the 2024 proposed RKAP as contained in the 2023 BTN annual report, Page 443 and 454 The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Table of Internal Meetings of the Board of Directors ,Page 443 and 454 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.1.6 | |||
Board Duties and Responsibilities | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? | ||
Company Practices 2023-2024 | The company disclose the Recommendation, Realization of Duties of The Board of Commissioners, and Supervision on The Implementation of Company Strategy in the annual report. The Board of Directors must hold regular Board of Directors meetings at least 1 (one) time every month or what is called the Scheduled Board of Directors Meeting (ALCO Meeting and Performance Review), and the Board of Commissioners supervise the progress through Joint Meetings of the Board of Commissioners and the Board of Directors scheduled at least 1 (once) every 4 months . The agenda of discussed Board of Directors Meeting at least includes:
The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 |
Code of Ethics or Conduct | |||
D.2.1 | |||
Board Structure | Are the details of the code of ethics or conduct disclosed? | ||
---|---|---|---|
Company Practices 2023-2024 |
The company has disclosed the code of ethics on the company's website and in the Annual Report under Code of Conduct section. The Code of Conduct contains ethical and behavioral standards for the Company as a business entity and all its elements in interacting with various internal and external interested parties. The application of the Code of Conduct aims to realize ideal behaviors that develop into a work culture based on the noble values believed by the Company. The information is mentioned in:
|
||
Source Document |
Website Bank: Bank Tabungan Negara Website - Code of Conduct BTN Annual Report FY 2023 |
||
D.2.2 | |||
Board Structure | Are all directors/commissioners, senior management and employees required to comply with the code/s? | ||
Company Practices 2023-2024 |
All directors/commissioners, senior management and employees required to comply with the code/s. The Code of Conduct applies to all Management (Board of Commissioners and Board of Directors) and employees in carrying out every business activities and interacting with all stakeholders. The statement of compliance with the Code of Conduct at all levels of the organization is officially stated through the Board of Directors' Regulation No.16/PD/ CMPD/2015 dated December 31, 2015 on Code of Conduct. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Compliance With the Code of Ethics, Page 651 |
||
Source Document | BTN Annual Report FY 2023 |
||
D.2.3 | |||
Board Structure | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | ||
Company Practices 2023-2024 |
The company has a process to implement and monitor compliance with the code/s of ethics or conduct through the Digital Room for E-learning Modules (DREAM) media and a Code of Conduct quiz is provided to determine employee understanding of the Code of Conduct. the Code of Conduct can also be accessed by all of the Company's Stakeholders through the Company's website. The Company's efforts to implement and enforce the Code of Conduct in 2023 include:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Efforts To Implement and Enforce The Code of Conduct, Page 651 |
||
Source Document | BTN Annual Report FY 2023 | ||
Board Structure & Composition | |||
D.2.4 | |||
Board Structure | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? | ||
Company Practices 2023-2024 |
The Company has 50% Independent Commissioners from the total number of Board of Commissioners.
The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.5 | |||
Board Structure | Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners? 1 The five years term must be required by legislation which pre existed the introduction of the ASEAN Corporate Governance Scorecard in 201 |
||
Company Practices 2023-2024 |
Members of the Board of Commissioners are appointed for a term commencing from the appointment date determined by GMS and ending 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 applicable regulations and legislation in the Capital Market, and without neglecting the rights of GMS to dismiss any member of the Board of Commissioners at any time before their Term of Office is over. After their term of office ends, members of the Board of Commissioners may be reappointed by GMS for one term of office. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Term of Office of the Board of Commissioners, Page 467 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.6 | |||
Board Structure | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? | ||
Company Practices 2023-2024 | The company limits the number of listed company directorships for all independent/non executive directors/commissioners. Policy on Concurrent Positions of the Board of Commissioners Members of the Board of Commissioners are prohibited from holding multiple and concurrent positions as:
The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.7 | |||
Board Structure | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? | ||
Company Practices 2023-2024 | None of Directors of the company having double positions at the other Public Companies. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Table of Concurrent Directors' Positions, Page 441 |
||
Source Document | BTN Annual Report FY 2023 | ||
Nominating Committee | |||
D.2.8 | |||
Board Structure | Does the company have a Nominating Committee? | ||
Company Practices 2023-2024 | The company have 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 Directors and members of the Board of Commissioners. The Remuneration and Nomination Committee is one of the corporate organs, working together with the Human Capital Division and Learning Center Division as a tool owned by the Board of Directors for raising human capital as strategic assets and strategic partners, analyzing policies, monitoring the implementation of preparing prospective leaders that will be a role model, and providing meticulous attention to the implementation of good corporate governance, including policies and the amount of remuneration. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Remuneration and Nomination Committee, Page 522-536 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.9 | |||
Board Structure | Is the Nominating Committee comprised of a majority of independent directors/commissioners? | ||
Company Practices 2023-2024 | The Nominating Committee comprise majority of independent directors/commissioners. There is 5 (five) out of 9 (nine) committee members of the company who are Independent Commissioners (55.5%) as follows: 5 (five) members (including Chairman of the Committee) are Independent Commissioners 4 (four) member is a Non Independent Commissioner, and 1 (one) member is an Independent Party, and 1 (one) member is an Executive Officer in charge of Human Resources (Non Director and Non Commissioner) The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023 , Structure, Membership, and Expertise of The Remuneration and Nomination Committee, Page 525 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.10 | |||
Board Structure | Is the chairman of the Nominating Committee an independent director/commissioner? | ||
Company Practices 2023-2024 | The chairman of the nominating Committee of the company is an independent Commissioner. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Structure, Membership, and Expertise of The Remuneration and Nomination Committee, Page 525 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.11 | |||
Board Structure | Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? | ||
Company Practices 2023-2024 | The company disclosed the charter of the Nominating Committee in Annual Report. The Remuneration and Nomination Committee refers to the Charter of Remuneration and Nomination Committee according to the Board of Commissioners Decree Number 07/KOM/BTN/2023 dated December 13, 2023 regarding the Guidelines and Code of Conduct for the Remuneration and Nomination Committee of PT Bank Tabungan Negara (Persero) Tbk. Remuneration and Nomination Committee Work Guidelines and Rules aims to allow the Committee to work optimally and to ensure that the provisions recommendation for the remuneration and nomination of members. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Remuneration and Nomination Committee Charter Page 524 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.12 | |||
Board Structure | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | ||
Company Practices 2023-2024 | Meeting is conducted by at least fulfilling the minimum requirement from the Board of Commissioners stipulated in the Company's Articles of Association. The meeting quorum is attended by minimum of 51% (fifty-one percent) of the Committee members either physically or proxied by other means. In 2023, Remuneration and Nomination Committee held 23 meetings. Total meeting, attandances of Remuneration and Nomination Committee members in the meeting and the realisation of duties of Remuneration and Nomination Committee in 2023. The company has disclosed the table of meeting agenda with nomination and remuneration topic respectively. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, The Remuneration and Nomination Committee's Meeting, Page 530-534 |
||
Source Document | BTN Annual Report FY 2023 | ||
Remuneration Committee / Compensation Committee | |||
D.2.13 | |||
Board Structure | Does the company have a Remuneration Committee? | ||
Company Practices 2023-2024 | The company 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 Directors and members of the Board of Commissioners. The Remuneration and Nomination Committee is one of the corporateorgans, working together with the Human Capital Division andLearning Center Division as a tool owned by the Board of Directorsfor raising human capital as strategic assets and strategic partners,analyzing policies, monitoring the implementation of preparing prospective leaders that will be a role model, and providing meticulous attention to the implementation of good corporate governance, including policies and the amount of remuneration. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023 , Remuneration and Nomination Committee, Page 522 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.14 | |||
Board Structure | Is the Remuneration Committee comprised entirely of non executive directors/commissioners with a majority of independent directors/commissioners ? | ||
Company Practices 2023-2024 | Members of Remuneration and Nomination Committee of Bank BTN comprised of a majority of independent as follows : 5 (five) members (including Chairman of the Committee) are Independent Commissioners 4 (four) member is a Non Independent Commissioner, 1 (one) member is from Independent Party, and 1 (one) member is an Executive Officer in charge of Human Resources (Non Director and Non Commissioner) The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Structure, Membership, and Expertise of The Remuneration and Nomination Committee, Page 525 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.15 | |||
Board Structure | Is the chairman of the Remuneration Committee an independent director/commissioner? | ||
Company Practices 2023-2024 | The chairman of the Remuneration Committee of the company is Independent Commissioner. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Structure, Membership, and Expertise of The Remuneration and Nomination Committee, Page 525 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.16 | |||
Board Structure | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? | ||
Company Practices 2023-2024 | The company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee. The Remuneration and Nomination Committee refers to the Charter of Remuneration and Nomination Committee according to the Board of Commissioners Decree Number 07/KOM/BTN/2023 dated December 13, 2023 regarding the Guidelines and Code of Conduct for the Remuneration and Nomination Committee of PT Bank Tabungan Negara (Persero) Tbk. Remuneration and Nomination Committee Work Guidelines and Rules aims to allow the Committee to work optimally and to ensure that the provisions recommendation for the remuneration and nomination of members. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Remuneration and Nomination Committee Charter, Page 524 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.17 | |||
Board Structure | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | ||
Company Practices 2023-2024 | Meeting is conducted by at least fulfilling the minimum requirement from the Board of Commissioners stipulated in the Company's Articles of Association. The meeting quorum is attended by minimum of 51% (fifty-one percent) of the Committee members either physically or proxied by other means. In 2023, Remuneration and Nomination Committee held 23 meetings. Total meeting, attandances of Remuneration and Nomination Committee members in the meeting and the realisation of duties of Remuneration and Nomination Committee in 2023 The company has disclosed the table of meeting agenda with nomination and remuneration topic respectively. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, The emuneration and Nomination and NominationCommitte's Meeting, Page 530-534 |
||
Source Document | BTN Annual Report FY 2023 | ||
Audit Committee | |||
D.2.18 | |||
Board Structure | Does the company have an Audit Committee? | ||
Company Practices 2023-2024 | The Company has an Audit Committee as a Supporting Organ for the Board of Commissioners. The Audit Committee was formed with the function of supporting the Board of Commissioners in carrying out its supervisory function independently and objectively, including monitoring and evaluating the implementation of the internal control system, assessing the implementation of activities and audit results carried out by the Internal Audit Work Unit and external auditors, reviewing financial information to be released by the Bank. , and review compliance with provisions relating to the Company's activities. All members of the Audit Committee have fulfilled the independence criteria regulated by statutory regulations, namely:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Audit Committee, Page 509-515 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.19 | |||
Board Structure | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | ||
Company Practices 2023-2024 | The Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners. As per 31 December 2023, the Audit Committee consists of:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Table of Audit Committee Structure, Membership, and Expertis, Structure, Membership, and Expertise of the Audit Committee, Page 512 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.20 | |||
Board Structure | Is the chairman of the Audit Committee an independent director/commissioner? | ||
Company Practices 2023-2024 | The Audit Committee is chaired by Mr. Iqbal Latanro, the Deputy President Commissioner who is also an Independent Commissioner. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Table of Audit Committee Structure, Membership, and Expertis, Structure, Membership, and Expertise of the Audit Committee, Page 512 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.21 | |||
Board Structure | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | ||
Company Practices 2023-2024 | The company discloses the terms of reference/governance structure/charter of the Audit Committee. The Audit Committee has guidelines and work rules as outlined in the Audit Committee Charter. The Audit Committee Charter has been approved by the Board of Commissioners through Board of Commissioners Decree number 06/KOM/BTN/2023 dated 13 December 2023. The charter in question includes the following regulations:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Duties and Responsibilities of the Audit Committee Page 510-511 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.22 | |||
Board Structure | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? | ||
Company Practices 2023-2024 | One member of the Audit Committee from Independent Commisioners named Bambang Widjanarko has a formal educational background in accounting. The information is mentioned in: Website BTN - Governance - Management - Board of Commissioners |
||
Source Document | Bambang Widjanarko's profile | ||
D.2.23 | |||
Board Structure | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? | ||
Company Practices 2023-2024 | Audit Committee has held 35 (thirty five) meetings during 2023, where each meeting was attended by more than 51% (fifty one percent) of members, thus fulfilling the requirement for the presence of a majority of Committee members. The information is mentioned in: Bank Tabungan Negara Annual Report 2023, The Audit Committee's Meeting, Page 517-520 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.2.24 | |||
Board Structure | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | ||
Company Practices 2023-2024 | The Audit Committee has the authority to provide recommendations to the Board of Commissioners regarding the appointment and replacement of external auditors. | ||
Source Document | Authority of the Audit Committee Regarding Providing Recommendations for the Appointment and Replacement of External Auditors |
Board meetings and attendance | |||
D.3.1 | |||
Board Processes | Are the board of directors meeting scheduled before the start of financial year? | ||
---|---|---|---|
Company Practices 2023-2024 |
The board of directors meeting is scheduled before the start of financial year. The Board of Directors meeting plan based on the Company's Articles of Association, has agreed that the Board of Directors Meetings in 2024 will be held at least 1 (one) time per month and/ or as needed. The Board of Directors also holds meetings with the Committees under the Board of Directors which are scheduled according to the need. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Board of Directors Meeting Plan, Page 443 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.2 | |||
Board Processes | Does the board of directors/commissioners meet at least six times during the year? | ||
Company Practices 2023-2024 |
The Board of Commissioners and Directors have held 12 (twelve) joint meetings consisting of:
The Board of Commissioners has held internal meetings 52 (fifty two) times during 2023. The Board of Directors has held internal meetings 255 (two hundred and fifty five) times during 2023 The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 |
||
D.3.3 | |||
Board Processes | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? | ||
Company Practices 2023-2024 |
The attendance percentage of all members of the Board of Commissioners and members of the Board of Directors is not less than 75% (seventy five percent) of all Joint Meetings, Board of Commissioners Meetings, and Board of Directors Meetings held in 2023. The information is mentioned in: |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.4 | |||
Board Processes | Does the company require a minimum quorum of at least 2/3 for board decisions? | ||
Company Practices 2023-2024 |
Scheduled Meetings of the Board of Directors must be attended by a minimum of 2/3 (two-thirds) of the total number of members of the Board of Directors. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Meeting of the Board of Directors, Page 441 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.5 | |||
Board Processes | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? | ||
Company Practices 2023-2024 |
The non-executive commissioners of the company met separately 52 (fifty-two) times during the year without any executives present. Annual Report 2023, Realization of Internal Meeting of the Board of Commissioners, states: Throughout 2023, the Board of Commissioners has held 52 (fifty-two) internal meetings. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Internal Meeting of the Board of Commissioners, Page 474 & 479 |
||
Source Document | BTN Annual Report FY 2023 | ||
Access to information | |||
D.3.6 | |||
Board Processes | Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting | ||
Company Practices 2023-2024 | Meeting materials for the Scheduled Board of Directors meeting as referred to shall be submitted to the meeting participants no later than 5 (five) working days before the meeting is held via e-mail or other fastest means possible. The information is mentioned in: |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.7 | |||
Board Processes | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | ||
Company Practices 2023-2024 | The Corporate Secretary plays a significant role in supporting the activities of the Board of Directors and Board of Commissioners, including but not limited to:
Bank Tabungan Negara Annual Report FY 2023, Functions, Duties, and Responsibilities of the Corporate Secretary, Page 548 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.8 | |||
Board Processes | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | ||
Company Practices 2023-2024 | The company secretary trained in legal, accountancy or company secretarial practices and followed the relevant developments. As stated in Corporate Secretary Profile, Achmad Chaerul, it has disclosed his Educational History, Work Experience and List of Training during 2023 for Corporate Secretary Competency Improvement Program. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Corporate Secretary Profile Page 548 - 550 |
||
Source Document | BTN Annual Report FY 2023 | ||
Board Appointments and Re-Election | |||
D.3.9 | |||
Board Processes | Does the company disclose the criteria used in selecting new directors/commissioners? |
||
Company Practices 2023-2024 | Bank Tabungan Negara has disclosed the Requirements for Members of the Board of Commissioners and Requirements of the Board of Directors in the Annual Report. The information is mentioned in: |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.10 | |||
Board Processes | Did the company describe the process followed in appointing new directors/commissioners? | ||
Company Practices 2023-2024 | The company describe the process followed in appointing new directors/commissioners. The appointment process and term of office of the Board of Commissioners and Directors are disclosed in the Board of Commissioners' Charter and the Board of Directors' Charter, respectively. Board of Directors Nomination Procedure The Policies and procedures for nomination of the Board of Directors has been regulated in the Good Corporate Governance Guidelines which are enacted in the Board of Directors Regulation No. 11/PD/DIR/PPD/2018 as well as the Board of Directors' Work Guidelines and Manual. The procedure for nomination of the Board of Directors is as follows:
Board of Commissioners Nomination Procedure Procedure for the nomination of the Board of Commissioners has been regulated in the Good Corporate Governance Guidelines which are stipulated in the Board of Directors Regulation No. 11/PD/DIR/PPD/2018 as well as the Board of Commissioners’ Work Guidelines and Manual. The procedure for the nomination of the Board of Commissioners, namely:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Nomination Procedures for the Board of Directors and Board of Commissioners, Page 497 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.11 | |||
Board Processes | 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? 2 The five years term must be required by legislation which pre existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
||
Company Practices 2023-2024 | Bank Tabungan Negara disclose the appointment process and term of office of the Board of Commissioners and Directors in the Board of Commissioners' Charter and the Board of Directors' Charter, respectively. Members of the Board of Commissioners and Members of the Board of Directors are appointed for a period of 5 (five) years and can be reappointed for 1 (one) term of office after their term of office ends. The information is mentioned in: |
||
Source Document | BTN Annual Report FY 2023 | ||
Remuneration Matters | |||
D.3.12 | |||
Board Processes | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? | ||
Company Practices 2023-2024 | The shareholders approve the remuneration of the board of directors. The remuneration of members of the Board of Commissioners and members of the Board of Directors is determined by the General Meeting of Shareholders. In Summary of Minutes of the AGMS, The Third Agenda of Meeting, declared the Determination of Remuneration (salary/honorarium, facility, and benefit) of 2024, as well as Tantiem for Performance in 2023 for the Board of Directors and the Board of Commissioners of the Company. The information is mentioned in: Summary of Minutes of the AGMS, The Third Agenda of Meeting, Page 7 |
||
Source Document | Summary of Minutes of the AGMS | ||
D.3.13 | |||
Board Processes | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? | ||
Company Practices 2023-2024 | The company disclose the Structure and Amount of Nominal/Remuneration for Each Director and Board of Commissioners. Remuneration for members of the Board of Directors and Board of Commissioners is determined based on the following factors:
The information is mentioned in: |
||
Source Document | BTN Annual Report FY 2023 | ||
Internal Audit | |||
D.3.14 | |||
Board Processes | Does the company have a separate internal audit function? | ||
Company Practices 2023-2024 | The company has an Internal Audit Work Unit or is called the Internal Audit Division. The Internal Audit Division has the function of assisting the duties of the President Director and the Board of Commissioners, including the Audit Committee, in carrying out supervision by explaining operational planning, implementation and monitoring of audit results as well as making analyzes and assessments in the fields of finance, accounting, operations and other activities through audits. on-site and off-site monitoring, including conducting management audits of all company work units. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023,The Function of the Internal Audit Division, Page 558 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.15 | |||
Board Processes | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | ||
Company Practices 2023-2024 | The Head of the Internal Audit Work Unit or Internal Audit Division Head is an internal employee of the company. The appointment of the Head of the Internal Audit Work Unit requires review and approval from the Board of Commissioners before the person concerned can serve effectively. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, The Profile of The Head of Internal Audit, Page 559 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.16 | |||
Board Processes | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | ||
Company Practices 2023-2024 | The appointment and dismissal of the Head of the Internal Audit Work Unit requires review and approval by the Board of Commissioners by considering recommendations from the Audit Committee. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Duties and Responsibilities of the Audit Committee, Page 510 |
||
Source Document | BTN Annual Report FY 2023 | ||
Risk Oversight | |||
D.3.17 | |||
Board Processes | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | ||
Company Practices 2023-2024 | The company has internal policy in the form of a general policy that regulates the Internal Control System and Risk Management. The company has detailed them into procedural provisions in the form of special policies and technical instructions. The company assigned internal audit and risk management unit to ensure internal control and risk management framework implemented effectively. Internal audit unit has responsibilities for, among other things, testing and evaluating the effectiveness of the implementation of the internal control system, risk management, and corporate governance processes. This evaluation is done in accordance with statutory regulations and company's policies. Risk management unit has responsibilities for, among other things, carry out regular reviews with a frequency adjusted to the Company's needs, to ensure adequacy of the Risk Management framework; accuracy of Risk assessment methodology; and adequacy of the Risk Management information system. The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 | ||
Audit Committee | |||
D.3.18 | |||
Board Processes | 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? |
||
Company Practices 2023-2024 | The Company has an Audit Committee as a Supporting Organ for the Board of Commissioners. The Audit Committee was formed with the function of supporting the Board of Commissioners in carrying out its supervisory function independently and objectively, including monitoring and evaluating the implementation of the internal control system, assessing the implementation of activities and audit results carried out by the Internal Audit Work Unit and external auditors, reviewing financial information to be released by the Bank. , and review compliance with provisions relating to the Company's activities. All members of the Audit Committee have fulfilled the independence criteria regulated by statutory regulations, namely:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Audit Committee, Page 509-515 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.19 | |||
Board Processes | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | ||
Company Practices 2023-2024 | The company disclosed the risks to which the company is materially exposed such credit risks, operational risks, and strategic risks. As stated in the Annual Report, the Bank had a Risk Appetite Statement (RAS) which is a qualitative statement as well as a quantitative measure of the Bank's main risks. Disclosure of RAS was performed in writing and well documented by the Risk Management Work Unit. Determination of RAS limits is carried out by the Board of Commissioners and Directors. In determining RAS, economic, environmental and social sustainability has been taken into account which is then aligned to the preparation of the Company's Work Plan and Budget (RKAP), Risk Appetite, Risk Tolerance and Recovery Plan. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Risk Appetite Statement, Page 611 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.3.20 | |||
Board Processes | 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? | ||
Company Practices 2023-2024 | The company declared the statement from the Board of Directors and Board of Commissioners on the adequacy of the company's internal controls and risk management systems. The Board of Directors and the Board of Commissioners review the results of the evaluation of the effectiveness of the Company's Internal Control System which includes the five main components of control, namely the Environment Control including Management Oversight and Culture of Control, Risk Recognition and Assessment, Control Activities and Segregation of Duties of Accountancy, Information, and Communication, Monitoring Activities and Correction Deficiencies. Based on the results of the review that has been carried out, the Board of Directors and the Board of Commissioners consider that the internal control system has been implemented adequately. The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 |
Board Chairman |
|||
D.4.1 | |||
People on the Board | Do different persons assume the roles of chairman and CEO? | ||
---|---|---|---|
Company Practices 2023-2024 |
The President Commissioner who is the chairman of the Board of Commissioners and the President Director who is the chairman of the Board of Directors are different persons. The company's President Commissioner is Chandra M. Hamzah; And The President Director (CEO) is held by Nixon L.P. Napitupulu The information is mentioned in: |
||
Source Document | BTN Annual Report FY 2023 | ||
D.4.2 | |||
People on the Board | Is the chairman an independent director/commissioner? | ||
Company Practices 2023-2024 |
The President Commissioner as Chairman of the Board of Commissioners is the Company's Independent Commissioner.
The President Director (CEO) as chairman of the Board of Directors meets the independence criteria as regulated in law. Both have met the following independence criteria:
The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 | ||
D.4.3 | |||
People on the Board | Is any of the directors a former CEO of the company in the past 2 years? | ||
Company Practices 2023-2024 |
The company does not have a director who was a former CEO of the company in the last 2 (two) years. Bank Tabungan Negara Annual Report FY 2023,Board of Directors Profile Page 120 - 129 |
||
Source Document | BTN Annual Report FY 2023 Website Bank: Corporate Governance Policy |
||
D.4.4 | |||
People on the Board | Are the roles and responsibilities of the chairman disclosed? | ||
Company Practices 2023-2024 |
The company disclose the roles and responsibilities of the chairman/President Commissioner as follows:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Duties and Responsibilities of The President Commissioner, Page 466 |
||
Source Document | BTN Annual Report FY 2023 | ||
Lead Independent Director |
|||
D.4.5 | |||
People on the Board | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | ||
Company Practices 2023-2024 |
Chairman meets the independence criteria as regulated in law. The chairman have met the following independence criteria:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Independency of The Remuneration and Nomination Committee, Page 528 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.4.6 | |||
People on the Board | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? | ||
Company Practices 2023-2024 | Three out of eight BoC members have professional experience in the banking sector as the company's main business line. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Board of Commissioners Profile, Page 134-142 |
||
Source Document | BTN Annual Report FY 2023 |
Directors Development |
|||
D.5.1 | |||
Board Performance | Does the company have orientation programmes for new directors/commissioners? | ||
---|---|---|---|
Company Practices 2023-2024 |
The Company has always held an Orientation Program or Introduction for newly-appointed members of the Board of Directors and Board of Commisioners to be acquainted with one another and establish cooperation as a solid, comprehensive, effective team. The Orientation Program also aims to provide insight into the condition of the Company in general. In 2023, the orientation was held for the new BOD and BOC. The information is mentioned in: |
||
Source Document | BTN Annual Report FY 2023 | ||
D.5.2 | |||
Board Performance | Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes? | ||
Company Practices 2023-2024 |
The company has a policy that encourages directors/commissioners to attend training and/or competency development for Board of Directors.
Policies related to training and/or competency development for the Board of Directors are regulated in the Good Corporate Governance Guidelines. The comprehensive program for the Board of Directors includes:
The information is mentioned in:
|
||
Source Document | BTN Annual Report FY 2023 | ||
CEO/Executive Management Appointments and Performance |
|||
D.5.3 | |||
Board Performance | 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? | ||
Company Practices 2023-2024 |
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. In preparing candidates or successors for the Company's Directors, various Company talent developments are carried out, especially BOD-1, BOD-2 and Women Talent and Millennial Talent to increase Readiness Level and prepare them to become Nominated Talent, including through programs. The sources of Selected Talent and Nominated Talent from SOE are BOD-1 from SOE or SOE Subsidiaries which contribute significantly and have strategic value or BOD-1 from SOE or SOE Subsidiaries which is applied the same as SOE in accordance with the Law. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Policy on the Succession Plan of The Board of Directors, Page 535-636 |
||
Source Document | BTN Annual Report FY 2023 | ||
D.5.4 | |||
Board Performance | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | ||
Company Practices 2023-2024 |
The performance assessment of the Company’s Directors, including the President Director, is carried out once a 1 (one) year and has been implemented in 2023. The procedure for determining and assessing the performance of the Board of Directors refers to the Regulation of the Minister of BUMN number PER-2/MBU/03/2023 concerning Guidelines for Governance and Significant Corporate Activities of State-Owned Enterprises and the Decree of the Minister of BUMN Number SK-306/MBU/11/2023 concerning Instructions Technical Preparation of Key Performance Indicators for BUMN. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023 - Performance Assessment of the Board of Directors, Page 486-488 |
||
Source Document |
Performance Assessment of the Board of Directors and The Board of Commissioners |
||
Board Appraisal |
|||
D.5.5 | |||
Board Performance | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? | ||
Company Practices 2023-2024 |
In 2023, The Company conducted annual collegial performance assessment of the BOD and BOC. "Performance Assessment of the Board of Directors The performance assessment of the Company's Directors, including the President Director, both collegial and individual, is carried out once in a year and has been implemented in 2023. Performance Assessment of The Board of Commissioners The performance assessment of the Board of Commissioners, both collegial and individual, is carried out once a year and has been implemented in 2023." The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, PPerformance Assessment of the Board of Directors and The Board of Commissioners, Page 486 |
||
Source Document |
BTN Annual Report FY 2023
|
||
Director Appraisal |
|||
D.5.6 | |||
Board Performance | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? | ||
Company Practices 2023-2024 | In 2023, The Company conducted annual collegial performance assessment of the BOD and BOC. "Performance Assessment of the Board of Directors The performance assessment of the Company's Directors, including the President Director, both collegial and individual, is carried out once in a year and has been implemented in 2023. Performance Assessment of The Board of Commissioners The performance assessment of the Board of Commissioners, both collegial and individual, is carried out once a year and has been implemented in 2023." The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Performance Assessment of the Board of Directors and The Board of Commissioners, Page Page 486 |
||
Source Document |
BTN Annual Report FY 2023 Performance Assessment of the Board of Directors and The Board of Commissioners |
||
Committee Appraisal |
|||
D.5.7 | |||
Board Performance | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | ||
Company Practices 2023-2024 | The company has conducted an annual performance assessment of the board committees during the current year and disclose the criteria and process followed for the assessment. The Board of Commissioners assessed that during 2023, the Committees have carried out their duties and responsibilities quite effectively. Procedure of Performance Assessment of the Board of Commissioners The Board of Commissioners assessed that during 2023, the Committees have carried out their duties and responsibilities quite effectively. The Board of Commissioners is assisted by 3 (three) committees, namely the Audit Committee, Remuneration and Nomination Committee, and Risk Monitoring Committee. The Board of Commissioners periodically assesses the effectiveness of the performance of the Committees under the Board of Commissioners. The company has disclosed the Criteria of Performance Assessment of the Board of Commissioners, the complete disclosure can be found in annual report 2023. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Assessment of the Performance of Committees Under the Board of Commissioners and the Basis of its Assessment, Page 493 |
||
Source Document | BTN Annual Report FY 2023 |
D.1 | Board Duties and Responsibilities | Company Practices 2023-2024 | Source |
---|---|---|---|
Clearly defined board responsibilities and corporate governance policy | |||
D.1.1 | Does the company disclose its corporate governance policy / board charter? |
The Company has disclosed its Governance Policy/Board Charter in the Annual Report and Company's Website.
The information is mentioned in:
|
BTN Annual Report FY 2023 Website Bank: Corporate Governance Policy |
D.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. There are 12 actions that require approval from BOC listed in the Annual Report.
The information is mentioned in:
|
Website Bank: Corporate Governance Policy Company Practices 2023-2024 No.1 Company Practices 2023-2024 No.2 Work Code of Conduct of the Board of Commissioners NO. 4.1 |
D.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.
Duties and Responsibilities of the Director Supervising the Compliance Function at least include Formulating strategies to empower the Culture of Compliance and Minimizing the Bank's Compliance Risks. The information is mentioned in:
|
BTN Annual Report FY 2023
Website Bank: Corporate Governance Policy |
Corporate Vision/Mission | |||
D.1.4 | Does the company have an updated vision and mission statement? |
The company has an updated vision and mission stated in the Website and the Annual Report 2023.
The new Vision and Mission have been established in the Corporate Plan Company Year 2021- 2025 and has been outlined in the Bank Business Plan 2023-2025. The information is mentioned in:
|
BTN Annual Report FY 2023 |
D.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? |
The board of directors plays a major role in the company's strategy development and review process at least annually. In regards to the preparation of the Budget Work Plan (RKAP), BOD conduct a meeting on October 30 2023 with agenda the 2024 proposed RKAP as contained in the 2023 BTN annual report, Page 443 and 454
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Table of Internal Meetings of the Board of Directors ,Page 443 and 454 |
BTN Annual Report FY 2023 |
D.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? |
The company disclose the Recommendation, Realization of Duties of The Board of Commissioners, and Supervision on The Implementation of Company Strategy in the annual report.
The Board of Directors must hold regular Board of Directors meetings at least 1 (one) time every month or what is called the Scheduled Board of Directors Meeting (ALCO Meeting and Performance Review), and the Board of Commissioners supervise the progress through Joint Meetings of the Board of Commissioners and the Board of Directors scheduled at least 1 (once) every 4 months . The agenda of discussed Board of Directors Meeting at least includes:
The information is mentioned in:
|
BTN Annual Report FY 2023 |
D.2 | Board Structure | Company Practices 2023-2024 | Source |
---|---|---|---|
Code of Ethics or Conduct | |||
D.2.1 | Are the details of the code of ethics or conduct disclosed? |
The company has disclosed the code of ethics on the company's website and in the Annual Report under Code of Conduct section.
The Code of Conduct contains ethical and behavioral standards for the Company as a business entity and all its elements in interacting with various internal and external interested parties. The application of the Code of Conduct aims to realize ideal behaviors that develop into a work culture based on the noble values believed by the Company. The information is mentioned in:
|
Website Bank: Bank Tabungan Negara Website - Code of Conduct BTN Annual Report FY 2023 |
D.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code/s? |
All directors/commissioners, senior management and employees required to comply with the code/s.
The Code of Conduct applies to all Management (Board of Commissioners and Board of Directors) and employees in carrying out every business activities and interacting with all stakeholders. The statement of compliance with the Code of Conduct at all levels of the organization is officially stated through the Board of Directors' Regulation No.16/PD/ CMPD/2015 dated December 31, 2015 on Code of Conduct. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Compliance With the Code of Ethics, Page 651 |
BTN Annual Report FY 2023 |
D.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? |
The company has a process to implement and monitor compliance with the code/s of ethics or conduct through the Digital Room for E-learning Modules (DREAM) media and a Code of Conduct quiz is provided to determine employee understanding of the Code of Conduct. the Code of Conduct can also be accessed by all of the Company's Stakeholders through the Company's website.
The Company's efforts to implement and enforce the Code of Conduct in 2023 include:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Efforts To Implement and Enforce The Code of Conduct, Page 651 |
BTN Annual Report FY 2023 |
Board Structure & Composition | |||
D.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? |
The Company has 50% Independent Commissioners from the total number of Board of Commissioners.
The information is mentioned in:
|
BTN Annual Report FY 2023 |
D.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?
1 The five years term must be required by legislation which pre existed the introduction of the ASEAN Corporate Governance Scorecard in 201 |
Members of the Board of Commissioners are appointed for a term commencing from the appointment date determined by GMS and ending 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 applicable regulations and legislation in the Capital Market, and without neglecting the rights of GMS to dismiss any member of the Board of Commissioners at any time before their Term of Office is over.
After their term of office ends, members of the Board of Commissioners may be reappointed by GMS for one term of office. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Term of Office of the Board of Commissioners, Page 467 |
BTN Annual Report FY 2023 |
D.2.6 | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? |
The company limits the number of listed company directorships for all independent/non executive directors/commissioners.
Policy on Concurrent Positions of the Board of Commissioners Members of the Board of Commissioners are prohibited from holding multiple and concurrent positions as:
The information is mentioned in:
|
BTN Annual Report FY 2023 |
D.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 the company having double positions at the other Public Companies.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Table of Concurrent Directors' Positions, Page 441 |
BTN Annual Report FY 2023 |
Nominating Committee | |||
D.2.8 | Does the company have a Nominating Committee? |
The company have 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 Directors and members of the Board of Commissioners.
The Remuneration and Nomination Committee is one of the corporate organs, working together with the Human Capital Division and Learning Center Division as a tool owned by the Board of Directors for raising human capital as strategic assets and strategic partners, analyzing policies, monitoring the implementation of preparing prospective leaders that will be a role model, and providing meticulous attention to the implementation of good corporate governance, including policies and the amount of remuneration. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Remuneration and Nomination Committee, Page 522-536 |
BTN Annual Report FY 2023 |
D.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? |
The Nominating Committee comprise majority of independent directors/commissioners. There is 5 (five) out of 9 (nine) committee members of the company who are Independent Commissioners (55.5%) as follows:
5 (five) members (including Chairman of the Committee) are Independent Commissioners 4 (four) member is a Non Independent Commissioner, and 1 (one) member is an Independent Party, and 1 (one) member is an Executive Officer in charge of Human Resources (Non Director and Non Commissioner) The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023 , Structure, Membership, and Expertise of The Remuneration and Nomination Committee, Page 525 |
BTN Annual Report FY 2023 |
D.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? |
The chairman of the nominating Committee of the company is an independent Commissioner.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Structure, Membership, and Expertise of The Remuneration and Nomination Committee, Page 525 |
BTN Annual Report FY 2023 |
D.2.11 | Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? |
The company disclosed the charter of the Nominating Committee in Annual Report.
The Remuneration and Nomination Committee refers to the Charter of Remuneration and Nomination Committee according to the Board of Commissioners Decree Number 07/KOM/BTN/2023 dated December 13, 2023 regarding the Guidelines and Code of Conduct for the Remuneration and Nomination Committee of PT Bank Tabungan Negara (Persero) Tbk. Remuneration and Nomination Committee Work Guidelines and Rules aims to allow the Committee to work optimally and to ensure that the provisions recommendation for the remuneration and nomination of members. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Remuneration and Nomination Committee Charter Page 524 |
BTN Annual Report FY 2023 |
D.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? |
Meeting is conducted by at least fulfilling the minimum requirement from the Board of Commissioners stipulated in the Company's Articles of Association. The meeting quorum is attended by minimum of 51% (fifty-one percent) of the Committee members either physically or proxied by other means.
In 2023, Remuneration and Nomination Committee held 23 meetings. Total meeting, attandances of Remuneration and Nomination Committee members in the meeting and the realisation of duties of Remuneration and Nomination Committee in 2023. The company has disclosed the table of meeting agenda with nomination and remuneration topic respectively. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, The Remuneration and Nomination Committee's Meeting, Page 530-534 |
BTN Annual Report FY 2023 |
Remuneration Committee / Compensation Committee | |||
D.2.13 | Does the company have a Remuneration Committee? |
The company 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 Directors and members of the Board of Commissioners.
The Remuneration and Nomination Committee is one of the corporateorgans, working together with the Human Capital Division andLearning Center Division as a tool owned by the Board of Directorsfor raising human capital as strategic assets and strategic partners,analyzing policies, monitoring the implementation of preparing prospective leaders that will be a role model, and providing meticulous attention to the implementation of good corporate governance, including policies and the amount of remuneration. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023 , Remuneration and Nomination Committee, Page 522 |
BTN Annual Report FY 2023 |
D.2.14 | Is the Remuneration Committee comprised entirely of non executive directors/commissioners with a majority of independent directors/commissioners ? |
Members of Remuneration and Nomination Committee of Bank BTN comprised of a majority of independent as follows :
5 (five) members (including Chairman of the Committee) are Independent Commissioners 4 (four) member is a Non Independent Commissioner, 1 (one) member is from Independent Party, and 1 (one) member is an Executive Officer in charge of Human Resources (Non Director and Non Commissioner) The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Structure, Membership, and Expertise of The Remuneration and Nomination Committee, Page 525 |
BTN Annual Report FY 2023 |
D.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? |
The chairman of the Remuneration Committee of the company is Independent Commissioner.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Structure, Membership, and Expertise of The Remuneration and Nomination Committee, Page 525 |
BTN Annual Report FY 2023 |
D.2.16 | Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? |
The company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee.
The Remuneration and Nomination Committee refers to the Charter of Remuneration and Nomination Committee according to the Board of Commissioners Decree Number 07/KOM/BTN/2023 dated December 13, 2023 regarding the Guidelines and Code of Conduct for the Remuneration and Nomination Committee of PT Bank Tabungan Negara (Persero) Tbk. Remuneration and Nomination Committee Work Guidelines and Rules aims to allow the Committee to work optimally and to ensure that the provisions recommendation for the remuneration and nomination of members. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Remuneration and Nomination Committee Charter, Page 524 |
BTN Annual Report FY 2023 |
D.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? |
Meeting is conducted by at least fulfilling the minimum requirement from the Board of Commissioners stipulated in the Company's Articles of Association. The meeting quorum is attended by minimum of 51% (fifty-one percent) of the Committee members either physically or proxied by other means.
In 2023, Remuneration and Nomination Committee held 23 meetings. Total meeting, attandances of Remuneration and Nomination Committee members in the meeting and the realisation of duties of Remuneration and Nomination Committee in 2023 The company has disclosed the table of meeting agenda with nomination and remuneration topic respectively. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, The emuneration and Nomination and NominationCommitte's Meeting, Page 530-534 |
BTN Annual Report FY 2023 |
Audit Committee | |||
D.2.18 | Does the company have an Audit Committee? |
The Company has an Audit Committee as a Supporting Organ for the Board of Commissioners.
The Audit Committee was formed with the function of supporting the Board of Commissioners in carrying out its supervisory function independently and objectively, including monitoring and evaluating the implementation of the internal control system, assessing the implementation of activities and audit results carried out by the Internal Audit Work Unit and external auditors, reviewing financial information to be released by the Bank. , and review compliance with provisions relating to the Company's activities. All members of the Audit Committee have fulfilled the independence criteria regulated by statutory regulations, namely:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Audit Committee, Page 509-515 |
BTN Annual Report FY 2023 |
D.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? |
The Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners.
As per 31 December 2023, the Audit Committee consists of:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Table of Audit Committee Structure, Membership, and Expertis, Structure, Membership, and Expertise of the Audit Committee, Page 512 |
BTN Annual Report FY 2023 |
D.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? |
The Audit Committee is chaired by Mr. Iqbal Latanro, the Deputy President Commissioner who is also an Independent Commissioner.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Table of Audit Committee Structure, Membership, and Expertis, Structure, Membership, and Expertise of the Audit Committee, Page 512 |
BTN Annual Report FY 2023 |
D.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? |
The company discloses the terms of reference/governance structure/charter of the Audit Committee.
The Audit Committee has guidelines and work rules as outlined in the Audit Committee Charter. The Audit Committee Charter has been approved by the Board of Commissioners through Board of Commissioners Decree number 06/KOM/BTN/2023 dated 13 December 2023. The charter in question includes the following regulations:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Duties and Responsibilities of the Audit Committee Page 510-511 |
BTN Annual Report FY 2023 |
D.2.22 | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? |
One member of the Audit Committee from Independent Commisioners named Bambang Widjanarko has a formal educational background in accounting.
The information is mentioned in: Website BTN - Governance - Management - Board of Commissioners |
Bambang Widjanarko's profile |
D.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? |
Audit Committee has held 35 (thirty five) meetings during 2023, where each meeting was attended by more than 51% (fifty one percent) of members, thus fulfilling the requirement for the presence of a majority of Committee members.
The information is mentioned in: Bank Tabungan Negara Annual Report 2023, The Audit Committee's Meeting, Page 517-520 |
BTN Annual Report FY 2023 |
D.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | The Audit Committee has the authority to provide recommendations to the Board of Commissioners regarding the appointment and replacement of external auditors. | Authority of the Audit Committee Regarding Providing Recommendations for the Appointment and Replacement of External Auditors |
D.3 | Board Processes | Company Practices 2023-2024 | Source |
---|---|---|---|
Board meetings and attendance | |||
D.3.1 | Are the board of directors meeting scheduled before the start of financial year? |
The board of directors meeting is scheduled before the start of financial year.
The Board of Directors meeting plan based on the Company's Articles of Association, has agreed that the Board of Directors Meetings in 2024 will be held at least 1 (one) time per month and/ or as needed. The Board of Directors also holds meetings with the Committees under the Board of Directors which are scheduled according to the need. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Board of Directors Meeting Plan, Page 443 |
BTN Annual Report FY 2023 |
D.3.2 | Does the board of directors/commissioners meet at least six times during the year? |
The Board of Commissioners and Directors have held 12 (twelve) joint meetings consisting of:
The Board of Commissioners has held internal meetings 52 (fifty two) times during 2023. The Board of Directors has held internal meetings 255 (two hundred and fifty five) times during 2023 The information is mentioned in:
|
BTN Annual Report FY 2023 |
D.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? |
The attendance percentage of all members of the Board of Commissioners and members of the Board of Directors is not less than 75% (seventy five percent) of all Joint Meetings, Board of Commissioners Meetings, and Board of Directors Meetings held in 2023.
The information is mentioned in: |
BTN Annual Report FY 2023 |
D.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? |
Scheduled Meetings of the Board of Directors must be attended by a minimum of 2/3 (two-thirds) of the total number of members of the Board of Directors.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Meeting of the Board of Directors, Page 441 |
BTN Annual Report FY 2023 |
D.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? |
The non-executive commissioners of the company met separately 52 (fifty-two) times during the year without any executives present.
Annual Report 2023, Realization of Internal Meeting of the Board of Commissioners, states: Throughout 2023, the Board of Commissioners has held 52 (fifty-two) internal meetings. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Internal Meeting of the Board of Commissioners, Page 474 & 479 |
BTN Annual Report FY 2023 |
Access to information | |||
D.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 |
Meeting materials for the Scheduled Board of Directors meeting as referred to shall be submitted to the meeting participants no later than 5 (five) working days before the meeting is held via e-mail or other fastest means possible.
The information is mentioned in: |
BTN Annual Report FY 2023 |
D.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? |
The Corporate Secretary plays a significant role in supporting the activities of the Board of Directors and Board of Commissioners, including but not limited to:
Bank Tabungan Negara Annual Report FY 2023, Functions, Duties, and Responsibilities of the Corporate Secretary, Page 548 |
BTN Annual Report FY 2023 |
D.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? |
The company secretary trained in legal, accountancy or company secretarial practices and followed the relevant developments.
As stated in Corporate Secretary Profile, Achmad Chaerul, it has disclosed his Educational History, Work Experience and List of Training during 2023 for Corporate Secretary Competency Improvement Program. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Corporate Secretary Profile Page 548 - 550 |
BTN Annual Report FY 2023 |
Board Appointments and Re-Election | |||
D.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? |
Bank Tabungan Negara has disclosed the Requirements for Members of the Board of Commissioners and Requirements of the Board of Directors in the Annual Report.
The information is mentioned in: |
BTN Annual Report FY 2023 |
D.3.10 | Did the company describe the process followed in appointing new directors/commissioners? |
The company describe the process followed in appointing new directors/commissioners.
The appointment process and term of office of the Board of Commissioners and Directors are disclosed in the Board of Commissioners' Charter and the Board of Directors' Charter, respectively. Board of Directors Nomination Procedure The Policies and procedures for nomination of the Board of Directors has been regulated in the Good Corporate Governance Guidelines which are enacted in the Board of Directors Regulation No. 11/PD/DIR/PPD/2018 as well as the Board of Directors' Work Guidelines and Manual. The procedure for nomination of the Board of Directors is as follows:
Board of Commissioners Nomination Procedure Procedure for the nomination of the Board of Commissioners has been regulated in the Good Corporate Governance Guidelines which are stipulated in the Board of Directors Regulation No. 11/PD/DIR/PPD/2018 as well as the Board of Commissioners’ Work Guidelines and Manual. The procedure for the nomination of the Board of Commissioners, namely:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Nomination Procedures for the Board of Directors and Board of Commissioners, Page 497 |
BTN Annual Report FY 2023 |
D.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?
2 The five years term must be required by legislation which pre existed the introduction of the ASEAN Corporate Governance Scorecard in 2011 |
Bank Tabungan Negara disclose the appointment process and term of office of the Board of Commissioners and Directors in the Board of Commissioners' Charter and the Board of Directors' Charter, respectively.
Members of the Board of Commissioners and Members of the Board of Directors are appointed for a period of 5 (five) years and can be reappointed for 1 (one) term of office after their term of office ends. The information is mentioned in: |
BTN Annual Report FY 2023 |
Remuneration Matters | |||
D.3.12 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? |
The shareholders approve the remuneration of the board of directors.
The remuneration of members of the Board of Commissioners and members of the Board of Directors is determined by the General Meeting of Shareholders. In Summary of Minutes of the AGMS, The Third Agenda of Meeting, declared the Determination of Remuneration (salary/honorarium, facility, and benefit) of 2024, as well as Tantiem for Performance in 2023 for the Board of Directors and the Board of Commissioners of the Company. The information is mentioned in: Summary of Minutes of the AGMS, The Third Agenda of Meeting, Page 7 |
Summary of Minutes of the AGMS |
D.3.13 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? |
The company disclose the Structure and Amount of Nominal/Remuneration for Each Director and Board of Commissioners.
Remuneration for members of the Board of Directors and Board of Commissioners is determined based on the following factors:
The information is mentioned in: |
BTN Annual Report FY 2023 |
Internal Audit | |||
D.3.14 | Does the company have a separate internal audit function? |
The company has an Internal Audit Work Unit or is called the Internal Audit Division. The Internal Audit Division has the function of assisting the duties of the President Director and the Board of Commissioners, including the Audit Committee, in carrying out supervision by explaining operational planning, implementation and monitoring of audit results as well as making analyzes and assessments in the fields of finance, accounting, operations and other activities through audits. on-site and off-site monitoring, including conducting management audits of all company work units.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023,The Function of the Internal Audit Division, Page 558 |
BTN Annual Report FY 2023 |
D.3.15 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? |
The Head of the Internal Audit Work Unit or Internal Audit Division Head is an internal employee of the company. The appointment of the Head of the Internal Audit Work Unit requires review and approval from the Board of Commissioners before the person concerned can serve effectively.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, The Profile of The Head of Internal Audit, Page 559 |
BTN Annual Report FY 2023 |
D.3.16 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? |
The appointment and dismissal of the Head of the Internal Audit Work Unit requires review and approval by the Board of Commissioners by considering recommendations from the Audit Committee.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Duties and Responsibilities of the Audit Committee, Page 510 |
BTN Annual Report FY 2023 |
Risk Oversight | |||
D.3.17 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? |
The company has internal policy in the form of a general policy that regulates the Internal Control System and Risk Management. The company has detailed them into procedural provisions in the form of special policies and technical instructions.
The company assigned internal audit and risk management unit to ensure internal control and risk management framework implemented effectively. Internal audit unit has responsibilities for, among other things, testing and evaluating the effectiveness of the implementation of the internal control system, risk management, and corporate governance processes. This evaluation is done in accordance with statutory regulations and company's policies. Risk management unit has responsibilities for, among other things, carry out regular reviews with a frequency adjusted to the Company's needs, to ensure adequacy of the Risk Management framework; accuracy of Risk assessment methodology; and adequacy of the Risk Management information system. The information is mentioned in:
|
BTN Annual Report FY 2023 |
D.3.18 | 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? |
The company disclose the statement of the Board of Directors and Board of Commissioners that a review of the company's material controls including Internal Control System and Risk Management has been conducted.
The Board of Directors and the Board of Commissioners are committed to ensuring that Good Corporate Governance is carried out properly as a basis for achieving goals to maintain and increase the value of the Company. One of the implementations of Good Corporate Governance is ensuring that the Internal Control System has been implemented adequately. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Statement of The Board of Directors and/or The Board of Commissioners Regarding The Sufficiency of The Internal Control System, Page 610-614 |
BTN Annual Report FY 2023 |
D.3.19 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? |
The company disclosed the risks to which the company is materially exposed such credit risks, operational risks, and strategic risks.
As stated in the Annual Report, the Bank had a Risk Appetite Statement (RAS) which is a qualitative statement as well as a quantitative measure of the Bank's main risks. Disclosure of RAS was performed in writing and well documented by the Risk Management Work Unit. Determination of RAS limits is carried out by the Board of Commissioners and Directors. In determining RAS, economic, environmental and social sustainability has been taken into account which is then aligned to the preparation of the Company's Work Plan and Budget (RKAP), Risk Appetite, Risk Tolerance and Recovery Plan. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Risk Appetite Statement, Page 611 |
BTN Annual Report FY 2023 |
D.3.20 | 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? |
The company declared the statement from the Board of Directors and Board of Commissioners on the adequacy of the company's internal controls and risk management systems.
The Board of Directors and the Board of Commissioners review the results of the evaluation of the effectiveness of the Company's Internal Control System which includes the five main components of control, namely the Environment Control including Management Oversight and Culture of Control, Risk Recognition and Assessment, Control Activities and Segregation of Duties of Accountancy, Information, and Communication, Monitoring Activities and Correction Deficiencies. Based on the results of the review that has been carried out, the Board of Directors and the Board of Commissioners consider that the internal control system has been implemented adequately. The information is mentioned in:
|
BTN Annual Report FY 2023 |
D.4 | People on the Board | Company Practices 2023-2024 | Source |
---|---|---|---|
Board Chairman | |||
D.4.1 | Do different persons assume the roles of chairman and CEO? |
The President Commissioner who is the chairman of the Board of Commissioners and the President Director who is the chairman of the Board of Directors are different persons.
The company's President Commissioner is Chandra M. Hamzah; And The President Director (CEO) is held by Nixon L.P. Napitupulu The information is mentioned in: |
BTN Annual Report FY 2023 |
D.4.2 | Is the chairman an independent director/commissioner? |
The President Commissioner as Chairman of the Board of Commissioners is the Company's Independent Commissioner.
The President Director (CEO) as chairman of the Board of Directors meets the independence criteria as regulated in law. Both have met the following independence criteria:
The information is mentioned in:
|
BTN Annual Report FY 2023 |
D.4.3 | Is any of the directors a former CEO of the company in the past 2 years? |
The company does not have a director who was a former CEO of the company in the last 2 (two) years.
Bank Tabungan Negara Annual Report FY 2023,Board of Directors Profile Page 120 - 129 |
BTN Annual Report FY 2023 |
D.4.4 | Are the roles and responsibilities of the chairman disclosed? |
The company disclose the roles and responsibilities of the chairman/President Commissioner as follows:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Duties and Responsibilities of The President Commissioner, Page 466 |
BTN Annual Report FY 2023 |
Lead Independent Director | |||
D.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? |
Chairman meets the independence criteria as regulated in law.
The chairman have met the following independence criteria:
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Independency of The Remuneration and Nomination Committee, Page 528 |
BTN Annual Report FY 2023 |
D.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? |
Three out of eight BoC members have professional experience in the banking sector as the company's main business line.
The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Board of Commissioners Profile, Page 134-142 |
BTN Annual Report FY 2023 |
D.5 | Board Performance | Company Practices 2023-2024 | Source |
---|---|---|---|
Directors Development | |||
D.5.1 | Does the company have orientation programmes for new directors/commissioners? |
The Company has always held an Orientation Program or Introduction for newly-appointed members of the Board of Directors and Board of Commisioners to be acquainted with one another and establish cooperation as a solid, comprehensive, effective team. The Orientation Program also aims to provide insight into the condition of the Company in general.
In 2023, the orientation was held for the new BOD and BOC. The information is mentioned in: |
BTN Annual Report FY 2023 |
D.5.2 | Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes? |
The company has a policy that encourages directors/commissioners to attend training and/or competency development for Board of Directors.
Policies related to training and/or competency development for the Board of Directors are regulated in the Good Corporate Governance Guidelines. The comprehensive program for the Board of Directors includes:
The information is mentioned in:
|
BTN Annual Report FY 2023 |
CEO/Executive Management Appointments and Performance | |||
D.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? |
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.
In preparing candidates or successors for the Company's Directors, various Company talent developments are carried out, especially BOD-1, BOD-2 and Women Talent and Millennial Talent to increase Readiness Level and prepare them to become Nominated Talent, including through programs. The sources of Selected Talent and Nominated Talent from SOE are BOD-1 from SOE or SOE Subsidiaries which contribute significantly and have strategic value or BOD-1 from SOE or SOE Subsidiaries which is applied the same as SOE in accordance with the Law. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Policy on the Succession Plan of The Board of Directors, Page 535-636 |
BTN Annual Report FY 2023 |
D.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? |
The performance assessment of the Company’s Directors, including the President Director, is carried out once a 1 (one) year and has been implemented in 2023.
The procedure for determining and assessing the performance of the Board of Directors refers to the Regulation of the Minister of BUMN number PER-2/MBU/03/2023 concerning Guidelines for Governance and Significant Corporate Activities of State-Owned Enterprises and the Decree of the Minister of BUMN Number SK-306/MBU/11/2023 concerning Instructions Technical Preparation of Key Performance Indicators for BUMN. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023 - Performance Assessment of the Board of Directors, Page 486-488 |
Performance Assessment of the Board of Directors and The Board of Commissioners |
Board Appraisal | |||
D.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? |
In 2023, The Company conducted annual collegial performance assessment of the BOD and BOC.
"Performance Assessment of the Board of Directors The performance assessment of the Company's Directors, including the President Director, both collegial and individual, is carried out once in a year and has been implemented in 2023. Performance Assessment of The Board of Commissioners The performance assessment of the Board of Commissioners, both collegial and individual, is carried out once a year and has been implemented in 2023." The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, PPerformance Assessment of the Board of Directors and The Board of Commissioners, Page 486 |
BTN Annual Report FY 2023
Performance Assessment of the Board of Directors and The Board of Commissioners |
Director Appraisal | |||
D.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? |
In 2023, The Company conducted annual collegial performance assessment of the BOD and BOC.
"Performance Assessment of the Board of Directors The performance assessment of the Company's Directors, including the President Director, both collegial and individual, is carried out once in a year and has been implemented in 2023. Performance Assessment of The Board of Commissioners The performance assessment of the Board of Commissioners, both collegial and individual, is carried out once a year and has been implemented in 2023." The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Performance Assessment of the Board of Directors and The Board of Commissioners, Page Page 486 |
BTN Annual Report FY 2023
Performance Assessment of the Board of Directors and The Board of Commissioners |
Committee Appraisal | |||
D.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? |
The company has conducted an annual performance assessment of the board committees during the current year and disclose the criteria and process followed for the assessment.
The Board of Commissioners assessed that during 2023, the Committees have carried out their duties and responsibilities quite effectively. Procedure of Performance Assessment of the Board of Commissioners The Board of Commissioners assessed that during 2023, the Committees have carried out their duties and responsibilities quite effectively. The Board of Commissioners is assisted by 3 (three) committees, namely the Audit Committee, Remuneration and Nomination Committee, and Risk Monitoring Committee. The Board of Commissioners periodically assesses the effectiveness of the performance of the Committees under the Board of Commissioners. The company has disclosed the Criteria of Performance Assessment of the Board of Commissioners, the complete disclosure can be found in annual report 2023. The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Assessment of the Performance of Committees Under the Board of Commissioners and the Basis of its Assessment, Page 493 |
BTN Annual Report FY 2023 |