ASEAN Corporate Governance Score Card
Part A - Rights and Equitable Treatment of Shareholders
This section is a combination of the previous Parts A and B of the 2017 ASEAN Corporate Governance Scorecard
A.1 Basic Shareholder Rights | |||
A.1.1 | |||
Parameter | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. | ||
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Company Practices 2023-2024 |
The Company provided cash dividends for the 2023 financial year to Shareholders based on the decision of the Annual General Meeting of Shareholders for the 2023 Financial Year which was held on March 6 2024. The Company paid the dividend fairly and on time to shareholders on April 5 2024. There is no interim dividend nor scrip dividend in 2023. IDX - Company Profile - Calendar (Listed companies > Company Profiles > BBTN > Calendar > April 2024) https://www.idx.co.id/en/listed-companies/company-profiles/BBTN https://idx.co.id/en/listed-companies/company-profiles/BBTN |
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Source Document | 2023 Resolution of AGMS | ||
A.2 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. | |||
A.2.1 | |||
Parameter | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? | ||
Company Practices 2023-2024 |
Shareholders have the same opportunity to approve remuneration (fees, allowances, benefit-in-kind and other emoluments), including agenda items related to remuneration for the Company's directors and board of commissioners. |
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Source Document |
Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders |
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A.2.2 | |||
Parameter | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? | ||
Company Practices 2023-2024 |
Shareholders have the opportunity, as evidenced by agenda items, to nominate candidates for board of directors/commissioners. This can be seen in the Announcement for the Annual General Meeting of Shareholders of PT Bank Tabungan Negara (Persero) Tbk on January 29 2024, Shareholders may submit proposals for the agenda of the Meeting that can propose the agenda of Meeting are as follows 1 (one) shareholder or more that represents 1/20th (one – twentieth) or more of the total number of shares issued by the Company with valid voting rights. One of the agenda that Shareholders can propose is nominated candidate for Board of Directors/Commissioners to changes in the Composition of Company’s Management. This information is mentioned in: 1. Announcement Document for the Annual GMS FY 2023 - Page 2 2. PT Bank Tabungan Negara (Persro) Tbk, Annual Report FY 2023, Corporate Governance, Page 54. 3. PT Bank Tabungan Negara (Persro) Tbk, Annual Report FY 2023, Shareholders’ Rights, Page 417-418. |
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Source Document | Announcement Document for the Annual GMS FY 2023 | ||
A.2.3 | |||
Parameter | Does the company allow shareholders to elect directors/commissioners individually? | ||
Company Practices 2023-2024 |
The company allows shareholders to elect directors/commissioners. This can be seen in the Summary of Minutes of the 2023 Annual GMS, Agenda 7, on February 13 2024. "Changes in the Composition of the Company's Management".
This information is mentioned in: 1. Invitation Document for the Annual GMS FY 2023. 2. Summary Minutes of Annual GMS FY 2023 - Agenda 7. |
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Source Document |
Invitation Document for the Annual GMS FY 2023. Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
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A.2.4 | |||
Parameter | Does the company disclose the voting procedures used before the start of meeting? | ||
Company Practices 2023-2024 |
The company allows shareholders to elect directors/commissioners. This can be seen in the Summary of Minutes of the 2023 Annual GMS, Agenda 7, on February 13 2024. "Changes in the Composition of the Company's Management".
This information is mentioned in: 1. Invitation Document for the Annual GMS FY 2023. Page 4 2. Summary Minutes of Annual GMS FY 2023 - Agenda 7. |
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Source Document |
Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders eASY.KSEI User Guide - Keikutsertaan Pemegang Saham dalam RUPS eASY.KSEI User Guide - Register and Login Sebagai Pemegang Saham eASY.KSEI User Guide - Vote Result Report (Pemegang Saham) |
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A.2.5 | |||
Parameter | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? | ||
Company Practices 2023-2024 |
The summary of the minutes of the Company's last GMS records the questions asked and the questions raised by shareholders during the GMS and the answers given recorded.
The Company's shareholders are given the opportunity to ask questions at the GMS using the procedures as stated in the document on procedures and procedures for implementing the 2023 Annual GMS, which is an inseparable part of the Invitation document for the 2023 Annual GMS. This information is mentioned in: 1. Invitation Document for the Annual GMS FY 2023 - Page 9. 2. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders, Page 9. 2. Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
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Source Document |
Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
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A.2.6 | |||
Parameter | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? | ||
Company Practices 2023-2024 |
The company discloses the voting results including agreeing, disagreeing and abstaining votes for all decisions/each agenda of the GMS in the summary document of the minutes of the 2023 Annual GMS.
This information is mentioned in: Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
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Source Document | Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. | ||
A.2.7 | |||
Parameter | Does the company disclose the list of board members who attended the most recent AGM? | ||
Company Practices 2023-2024 |
The company disclosed the list of board members who attended the last GMS in the 2023 Annual GMS Minutes Summary document.
This information is mentioned in: Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders.
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Source Document | Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. | ||
A.2.8 | |||
Parameter | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? | ||
Company Practices 2023-2024 |
The company revealed the presence of all members of the board of directors and the CEO who are members of the board of directors at the GMS through the Summary of Minutes of the Annual GMS for the 2023 Financial Year document.
This information is mentioned in: Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
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Source Document | Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. | ||
A.2.9 | |||
Parameter | Does the company allow voting in absentia? | ||
Company Practices 2023-2024 |
The Company allows shareholders voting in absentia in the GMS by providing the proxy, both via easy.KSEI or fil power of attorney form which available in The Company's website.
e-GMS voting is explained as stated in the easy.KSEI guide. Procedures for shareholders who grant power of attorney to attend the GMS to other parties are regulated in the document Procedures and Procedures for Holding the GMS for the 2023 Financial Year. The rules and procedures document for the 2023 Annual General Meeting of Shareholders and the easy.KSEI guide are an inseparable part of the Annual GMS invitation document which is available on the Company's website. This information is mentioned in: 1. Invitation Document for the Annual GMS FY 2023 - Point 7 and 14 - Page 9. 2. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders 3. Easy.KSEI guidance document. |
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Source Document |
Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders eASY.KSEI User Guide - Keikutsertaan Pemegang Saham dalam RUPS eASY.KSEI User Guide - Register and Login Sebagai Pemegang Saham eASY.KSEI User Guide - Vote Result Report (Pemegang Saham) |
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A.2.10 | |||
Parameter | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? | ||
Company Practices 2023-2024 |
The company has conducted vote by poll for all resolutions at the most recent AGM. Each share entitles its holder the right to vote for 1 (one) vote. If a Eligible Shareholder has more than 1 (one) share, such an Eligible Shareholder shall be asked to vote once and its vote represents the total number of shares it owns. This information is mentioned in: - Rule of the Conduct and Prosedures - Meeting Resolutions - Point f - Page 9 - Easy.KSEI guidance document. |
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Source Document |
Rule of the Conduct and Prosedures - Meeting Resolutions eASY.KSEI User Guide - Keikutsertaan Pemegang Saham dalam RUPS eASY.KSEI User Guide - Register and Login Sebagai Pemegang Saham eASY.KSEI User Guide - Vote Result Report (Pemegang Saham) |
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A.2.11 | |||
Parameter | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? | ||
Company Practices 2023-2024 |
The company disclosed that the independent party authorized to count and/or validate the votes at the AGM in the Summary of Minutes of the 2023 Annual GMS, namely PT Datindo Entrycom as the Share Registrar and Notary Ashoya Ratam, S.H., M.Kn.
This information is mentioned in: 1. Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders, Page 17. 2. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders. |
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Source Document |
Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
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A.2.12 | |||
Parameter | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? | ||
Company Practices 2023-2024 |
The Company announces to the public on the following working day the results of voting at the AGM for all decisions.
EGMS: 11 January 2023 Published: 12 January 2023 AGMS: March 6, 2024 Published: March 7, 2024 This information is mentioned in: Summary of Minutes of the 2023 General Meeting of Shareholders. |
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Source Document | Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. | ||
A.2.13 | |||
Parameter | Does the company provide at least 21 days notice for all AGMs and EGMs? | ||
Company Practices 2023-2024 |
At the 2023 Annual GMS, the Company provide notification before 21 days.
AGMS: March 6, 2024 Invitation date: February 13, 2024 (22 days) This information is mentioned in: Invitation Document for the Annual GMS FY 2023. |
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Source Document | Invitation Document for the Annual GMS FY 2023. | ||
A.2.14 | |||
Parameter | Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? | ||
Company Practices 2023-2024 |
The company provides an explanation for each agenda item that requires shareholder approval in the GMS summons document. There are 7 agenda item which include 7 rationale and explanation on the Invitation Document for the Annual GMS FY 2023. The complete disclosure can be found in: 1. Invitation Document for the Annual GMS FY 2023. 2. Materials for the Annual GMS FY 2023. |
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Source Document |
Invitation Document for the Annual GMS FY 2023. Materials for the Annual GMS FY 2023. |
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A.2.15 | |||
Parameter | Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? | ||
Company Practices 2023-2024 |
The company gives the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage. Announcement of the AGMS 2024, Point 2, state: "In accordance with Article 16 paragraph (1), (2) and (3) of POJK 15 and Article 24 paragraph (6) letters (a), (b), (c) and (d) of the Company’s Articles of Association, Shareholders may submit proposals for the agenda of the Meeting with the following requirements: 1 (one) Shareholder or more that represents 1/20 (one – twentieth) or more of the total number of shares issued by the Company with valid voting rights." Refer to: Announcement of the AGMS 2024 - Point 2 - Page 2 of 2. |
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Source Document | Announcement of the AGMS 2024 | ||
A.3 Markets for corporate control should be allowed to function in an efficient and transparent manner. | |||
A.3.1 | |||
Parameter | In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? | ||
Company Practices 2023-2024 |
The company did not conduct mergers, acquisitions and/or takeovers during the period as evidenced from the Annual Report 2023. Annual Report 2023, Material Information on Investment, Expansion, Divestment, Business Merger/Consolution, Acquisition, or Debt and Capital Restructuring, state: - Business Merger/Consolution "Throughout 2023, Bank BTN did not carry out business merger/consolidation activities." - Acquisition "Throughout 2023, Bank BTN did not carry out acquisition activities." The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Material Information on Investment, Expansion, Divestment, Business Merger/Consolution, Acquisition, or Debt and Capital Restructuring, Page 307 - 308.
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Source Document | |||
A. 4 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | |||
A.4.1 | |||
Parameter | Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? | ||
Company Practices 2023-2024 |
The company revealed its practices to encourage shareholders to engage with the company outside the GMS, including through the implementation of Public Exposes and interaction and discussion agendas in the form of teleconferences as stated in the Annual Report for Fiscal Year 2023.
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Source Document | BTN Annual Report FY 2023 | ||
A. 5 Shares and voting rights | |||
A.5.1 | |||
Parameter | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? | ||
Company Practices 2023-2024 |
The company has more than one class of shares, namely Series A Dwiwarna Shares and Series B Shares. The voting rights attached to each class of shares have been explained as stated in the Company's Articles of Association and the Company's Annual Report for Financial Year 2023. |
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Source Document |
BTN Annual Report FY 2023 Articles of Association of Bank BTN 2024 |
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A.6 Notice of AGM | |||
A.6.1 | |||
Parameter | Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? | ||
Company Practices 2023-2024 |
Every decision taken at the last annual general meeting is notified in the Invitation of the Annual General Meeting of Shareholders of PT Bank Tabungan Negara (Persero) Tbk for Financial Year 2023. |
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Source Document | Invitation Document for the Annual GMS FY 2023. |
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A.6.2 | |||
Parameter | Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the locallanguage version? | ||
Company Practices 2023-2024 |
The Company discloses the documents of the most recent AGM into 2 (two) languages (english and Indonesia) and publish them on the same date on February 13, 2024.
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Source Document | Invitation to the AGMS 2024. Company's official website. Indonesian Stock Exchange's integrated online report. |
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Does the notice of AGM/circulars have the following details: | |||
A.6.3 | |||
Parameter | Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? | ||
Company Practices 2023-2024 |
Profiles of directors/commissioners are available in the 2023 BTN annual report page 120 - 148. |
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Source Document | BTN Annual Report FY 2023 | ||
A.6.4 | |||
Parameter | Are the auditors seeking appointment/re-appointment clearly identified? | ||
Company Practices 2023-2024 |
Auditors seeking appointed/reappointed are identified as stated in the Invitation of Annual GMS for the 2023 financial year. |
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Source Document | Invitation Document for the Annual GMS FY 2023. | ||
A.6.5 | |||
Parameter | Were the proxy documents made easily availablE? | ||
Company Practices 2023-2024 |
The documents of the power of attorney are listed on the Company's website and merge into one part with the GMS Invitation document. |
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Source Document |
Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders |
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A.7 Insider trading and abusive self-dealing should be prohibited. | |||
A.7.1 | |||
Parameter | Are the directors / commissioners required to report their dealings in company shares within 3 business days? | ||
Company Practices 2023-2024 |
The director/commissioners required to report their dealings in company shares within 3 business days. |
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Source Document |
Share Ownership Transactions of the Board of Directors and the Board of Commissioners, Page 505-507. Annual Report FY 2023, Management of Conflict Interest of The Board of Directors, Page 441. |
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A. 8 Related party transactions by directors and key executives. | |||
A.8.1 | |||
Parameter | Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? | ||
Company Practices 2023-2024 |
The company has a policy that requires a committee consisting of independent directors/commissioners to review RPT materials to determine whether the RPT is in the best interests of the company and shareholders. |
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Source Document |
Annual Report FY 2023, Transactions Containing Conflicts of Interest, Page 308
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A.8.2 | |||
Parameter | Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? | ||
Company Practices 2023-2024 |
The company has a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted. |
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Source Document | Annual Report FY 2023, Decision-making, Page 442-443 (Point 9). | ||
A.8.3 | |||
Parameter | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? | ||
Company Practices 2023-2024 |
The company has a policy regarding loans to directors and commissioners that prohibits this practice or ensures that it is done fairly and at market prices as stated in the Guidelines and Work Rules for the Board of Directors and Board of Commissioners. |
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Source Document | Annual Report FY 2023, Transactions Containing Conflicts of Interest, Page 308. | ||
A. 9 Protecting minority shareholders from abusive actions | |||
A.9.1 | |||
Parameter | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? | ||
Company Practices 2023-2024 |
The company has disclosed that RPTs are conducted in such a way to ensure that they are fair and at arms' length.
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Source Document | Annual Report FY 2023, Reasonable Transaction and Reasons for the Transaction, Page 313. | ||
A.9.2 | |||
Parameter | In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? | ||
Company Practices 2023-2024 |
There is no disclosure that the related party transactions requiring disinterested shareholders approval.
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Source Document |
This section is a combination of the previous Parts A and B of the 2017 ASEAN Corporate Governance Scorecard
Part | Parameter | Company Practices 2023-2024 | Source Document |
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A.1 Basic Shareholder Rights | |||
A.1.1 | Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days. |
The Company provided cash dividends for the 2023 financial year to Shareholders based on the decision of the Annual General Meeting of Shareholders for the 2023 Financial Year which was held on March 6 2024. The Company paid the dividend fairly and on time to shareholders on April 5 2024. There is no interim dividend nor scrip dividend in 2023. IDX - Company Profile - Calendar (Listed companies > Company Profiles > BBTN > Calendar > April 2024) https://www.idx.co.id/en/listed-companies/company-profiles/BBTN https://idx.co.id/en/listed-companies/company-profiles/BBTN |
2023 Resolution of AGMS |
A.2 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings. | |||
A.2.1 | Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? |
Shareholders have the same opportunity to approve remuneration (fees, allowances, benefit-in-kind and other emoluments), including agenda items related to remuneration for the Company's directors and board of commissioners. |
Invitation Document for the Annual GMS FY 2023.
Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders |
A.2.2 | Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? |
Shareholders have the opportunity, as evidenced by agenda items, to nominate candidates for board of directors/commissioners. This can be seen in the Announcement for the Annual General Meeting of Shareholders of PT Bank Tabungan Negara (Persero) Tbk on January 29 2024, Shareholders may submit proposals for the agenda of the Meeting that can propose the agenda of Meeting are as follows 1 (one) shareholder or more that represents 1/20th (one - twentieth) or more of the total number of shares issued by the Company with valid voting rights. One of the agenda that Shareholders can propose is nominated candidate for Board of Directors/Commissioners to changes in the Composition of Company's Management.
This information is mentioned in: 1. Announcement Document for the Annual GMS FY 2023 - Page 2 2. PT Bank Tabungan Negara (Persro) Tbk, Annual Report FY 2023, Corporate Governance, Page 54. 3. PT Bank Tabungan Negara (Persro) Tbk, Annual Report FY 2023, Shareholders' Rights, Page 417-418.
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Announcement Document for the Annual GMS FY 2023 |
A.2.3 | Does the company allow shareholders to elect directors/commissioners individually? |
The company allows shareholders to elect directors/commissioners. This can be seen in the Summary of Minutes of the 2023 Annual GMS, Agenda 7, on February 13 2024. "Changes in the Composition of the Company's Management".
This information is mentioned in: 1. Invitation Document for the Annual GMS FY 2023. 2. Summary Minutes of Annual GMS FY 2023 - Agenda 7.
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Invitation Document for the Annual GMS FY 2023.
Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
A.2.4 | Does the company disclose the voting procedures used before the start of meeting? |
The company discloses the voting procedures used before the meeting begins through the rules and procedures document for the 2023 Annual General Meeting of Shareholders for the voting procedures for shareholders present in the GMS room and the easy.KSEI guide for shareholders attending the GMS online.
The rules and procedures document for the 2023 Annual General Meeting of Shareholders and the easy.KSEI guide are an inseparable part of the Annual GMS invitation document which is available on the Company's website. This information is mentioned in: 1. Invitation Document for the Annual GMS FY 2023 - Page 4, Notes 14th 2. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders, 3. Easy.KSEI guidance document.
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Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders eASY.KSEI User Guide - Keikutsertaan Pemegang Saham dalam RUPS eASY.KSEI User Guide - Register and Login Sebagai Pemegang Saham eASY.KSEI User Guide - Vote Result Report (Pemegang Saham) |
A.2.5 | Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? |
The summary of the minutes of the Company's last GMS records the questions asked and the questions raised by shareholders during the GMS and the answers given recorded.
The Company's shareholders are given the opportunity to ask questions at the GMS using the procedures as stated in the document on procedures and procedures for implementing the 2023 Annual GMS, which is an inseparable part of the Invitation document for the 2023 Annual GMS. This information is mentioned in: 1. Invitation Document for the Annual GMS FY 2023 - Page 4. 2. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders, 3. Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
A.2.6 | Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? |
The company discloses the voting results including agreeing, disagreeing and abstaining votes for all decisions/each agenda of the GMS in the summary document of the minutes of the 2023 Annual GMS.
This information is mentioned in: Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders.
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Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
A.2.7 | Does the company disclose the list of board members who attended the most recent AGM? |
The company disclosed the list of board members who attended the last GMS in the 2023 Annual GMS Minutes Summary document.
This information is mentioned in: Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders.
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Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
A.2.8 | Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM? |
The company revealed the presence of all members of the board of directors and the CEO who are members of the board of directors at the GMS through the Summary of Minutes of the Annual GMS for the 2023 Financial Year document.
This information is mentioned in: Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
A.2.9 | Does the company allow voting in absentia? |
The Company allows shareholders voting in absentia in the GMS by providing the proxy, both via easy.KSEI or fil power of attorney form which available in The Company's website.
e-GMS voting is explained as stated in the easy.KSEI guide. Procedures for shareholders who grant power of attorney to attend the GMS to other parties are regulated in the document Procedures and Procedures for Holding the GMS for the 2023 Financial Year. The rules and procedures document for the 2023 Annual General Meeting of Shareholders and the easy.KSEI guide are an inseparable part of the Annual GMS invitation document which is available on the Company's website. This information is mentioned in: 1. Invitation Document for the Annual GMS FY 2023 - Point 7 and 14 2. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders 3. Easy.KSEI guidance document. |
Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders eASY.KSEI User Guide - Keikutsertaan Pemegang Saham dalam RUPS eASY.KSEI User Guide - Register and Login Sebagai Pemegang Saham eASY.KSEI User Guide - Vote Result Report (Pemegang Saham) |
A.2.10 | Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? |
The company has conducted vote by poll for all resolutions at the most recent AGM.
Each share entitles its holder the right to vote for 1 (one) vote. If a Eligible Shareholder has more than 1 (one) share, such an Eligible Shareholder shall be asked to vote once and its vote represents the total number of shares it owns. This information is mentioned in: - Rule of the Conduct and Prosedures - Meeting Resolutions - Point f - Easy.KSEI guidance document. |
Rule of the Conduct and Prosedures - Meeting Resolutions eASY.KSEI User Guide - Keikutsertaan Pemegang Saham dalam RUPS eASY.KSEI User Guide - Register and Login Sebagai Pemegang Saham eASY.KSEI User Guide - Vote Result Report (Pemegang Saham) |
A.2.11 | Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? |
The company disclosed that the independent party authorized to count and/or validate the votes at the AGM in the Summary of Minutes of the 2023 Annual GMS, namely PT Datindo Entrycom as the Share Registrar and Notary Ashoya Ratam, S.H., M.Kn.
This information is mentioned in: 1. Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders 2. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders.
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Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
A.2.12 | Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions? |
The Company announces to the public on the following working day the results of voting at the AGM for all decisions.
EGMS: 11 January 2023 Published: 12 January 2023 AGMS: March 6, 2024 Published: March 7, 2024 This information is mentioned in: Summary of Minutes of the 2023 General Meeting of Shareholders. |
Summary of Minutes & Minutes of the 2023 General Meeting of Shareholders. |
A.2.13 | Does the company provide at least 21 days notice for all AGMs and EGMs? |
At the 2023 Annual GMS, the Company provide notification before 21 days.
AGMS: March 6, 2024 Invitation date: February 13, 2024 (22 days) This information is mentioned in: Invitation Document for the Annual GMS FY 2023. |
Invitation Document for the Annual GMS FY 2023. |
A.2.14 | Does the company provide the rationale and explanation for each agenda item which require shareholders' approval in the notice of AGM/circulars and/or the accompanying statement? |
The company provides an explanation for each agenda item that requires shareholder approval in the GMS summons document.
There are 7 agenda item which include 7 rationale and explanation on the Invitation Document for the Annual GMS FY 2023. The complete disclosure can be found in: 1. Invitation Document for the Annual GMS FY 2023. 2. Materials for the Annual GMS FY 2023. |
Invitation Document for the Annual GMS FY 2023. Materials for the Annual GMS FY 2023. |
A.2.15 | Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? |
The company gives the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage.
Announcement of the AGMS 2024, Point 2, state: "In accordance with Article 16 paragraph (1), (2) and (3) of POJK 15 and Article 24 paragraph (6) letters (a), (b), (c) and (d) of the Company's Articles of Association, Shareholders may submit proposals for the agenda of the Meeting with the following requirements: 1 (one) Shareholder or more that represents 1/20 (one - twentieth) or more of the total number of shares issued by the Company with valid voting rights." Refer to: Announcement of the AGMS 2024 - Point 2 |
Announcement of the AGMS 2024 |
A.3 Markets for corporate control should be allowed to function in an efficient and transparent manner. | |||
A.3.1 | In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price? |
The company did not conduct mergers, acquisitions and/or takeovers during the period as evidenced from the Annual Report 2023.
Annual Report 2023, Material Information on Investment, Expansion, Divestment, Business Merger/Consolution, Acquisition, or Debt and Capital Restructuring, state: - Business Merger/Consolution "Throughout 2023, Bank BTN did not carry out business merger/consolidation activities." - Acquisition "Throughout 2023, Bank BTN did not carry out acquisition activities." The information is mentioned in: Bank Tabungan Negara Annual Report FY 2023, Material Information on Investment, Expansion, Divestment, Business Merger/Consolution, Acquisition, or Debt and Capital Restructuring, Page 307 - 308.
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A.4 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated. | |||
A.4.1 | Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? |
The company revealed its practices to encourage shareholders to engage with the company outside the GMS, including through the implementation of Public Exposes and interaction and discussion agendas in the form of teleconferences as stated in the Annual Report for Fiscal Year 2023.
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BTN Annual Report FY 2023 |
A.5 Shares and voting rights | |||
A.5.1 | Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? |
The company has more than one class of shares, namely Series A Dwiwarna Shares and Series B Shares. The voting rights attached to each class of shares have been explained as stated in the Company's Articles of Association and the Company's Annual Report for Financial Year 2023.
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BTN Annual Report FY 2023 Articles of Association of Bank BTN 2024 |
A.6 Notice of AGM | |||
A.6.1 | Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? |
Every decision taken at the last annual general meeting is notified in the Invitation of the Annual General Meeting of Shareholders of PT Bank Tabungan Negara (Persero) Tbk for Financial Year 2023.
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Invitation Document for the Annual GMS FY 2023. |
A.6.2 | Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local language version? |
The Company discloses the documents of the most recent AGM into 2 (two) languages (english and Indonesia) and publish them on the same date on February 13, 2024.
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Invitation to the AGMS 2024. Company's official website. Indonesian Stock Exchange's integrated online report. |
Does the notice of AGM/circulars have the following details: | |||
A.6.3 | Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? |
Profiles of directors/commissioners are available in the 2023 BTN annual report page 120 - 148.
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BTN Annual Report FY 2023 |
A.6.4 | Are the auditors seeking appointment/re-appointment clearly identified? |
Auditors seeking appointed/reappointed are identified as stated in the Invitation of Annual GMS for the 2023 financial year.
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Invitation Document for the Annual GMS FY 2023. |
A.6.5 | Were the proxy documents made easily available? |
The documents of the power of attorney are listed on the Company's website and merge into one part with the GMS Invitation document.
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Invitation Document for the Annual GMS FY 2023. Documents on the rules and procedures for the 2023 Annual General Meeting of Shareholders |
A.7 Insider trading and abusive self-dealing should be prohibited. | |||
A.7.1 | Are the directors / commissioners required to report their dealings in company shares within 3 business days? |
The director/commissioners required to report their dealings in company shares within 3 business days.
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A.8 Related party transactions by directors and key executives | |||
A.8.1 | Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders? |
The company has a policy that requires a committee consisting of independent directors/commissioners to review RPT materials to determine whether the RPT is in the best interests of the company and shareholders.
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A.8.2 | Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? |
The company has a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted.
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BTN Annual Report FY 2023 |
A.8.3 | Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? |
The company has a policy regarding loans to directors and commissioners that prohibits this practice or ensures that it is done fairly and at market prices as stated in the Guidelines and Work Rules for the Board of Directors and Board of Commissioners.
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BTN Annual Report FY 2023 |
A.9 Protecting minority shareholders from abusive actions | |||
A.9.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? |
The company has disclosed that RPTs are conducted in such a way to ensure that they are fair and at arms' length.
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BTN Annual Report FY 2023 |
A.9.2 | In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? |
There is no disclosure that the related party transactions requiring disinterested shareholders approval.
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