ASEAN Corporate Governance Score Card
Part | Parameter | Company Practice in 2021 | Source Document |
---|---|---|---|
B.1 Shares and voting rights | |||
B.1.1 | Does the company's ordinary or common shares have one vote for one share |
Bank BTN has stated that ordinary or common shares have one vote for one share based on the Articles of Association. The statements is as follow:
Shares shall be registered shares and, issued in the name of the holder that is registered in the Shareholders Register, consisting of:- Series A Dwiwarna Share which may only be held by the State of the Republic of Indonesia, and- Series B Share which may be held by the State of the Republic of Indonesia and / or public. As long as it is not stipulated otherwise in these Articles of Association, then, the holders of Series A Dwiwarna Share and the holders of Series B Share shall have the same right and, each 1 (one) share shall entitle 1 (one) voting right. The information is mentioned in:
|
Company's Articles Of Association 2018 |
B.1.2 | 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)? |
As long as it is not stipulated otherwise in these Articles of Association, then, the holders of Series A Dwiwarna Share and the holders of Series B Share shall have the same right and, each 1 (one) share shall entitle 1 (one) voting right. The information is mentioned in:
|
Company's Articles Of Association 2018
Rules of Conduct and procedure of AGMS 2021 |
B.2 Notice of AGM | |||
B.2.1 | Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? |
Each resolution in the most recent AGM deal with only one item, there is no bundling of several items into the same resolution.The information is mentioned in:
|
Bank BTN AGMS 2021 Resolutions
Bank BTN AGMS 2021 Invitation |
B.2.2 | 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? |
Company's notice of the most recent AGMS is fully translated into English and published on the same date as the local-language version AGMS Invitation Date (Bahasa Indonesia):16 Februari 2021;AGMS Invitation Date (English):16 February 2021 The information is mentioned in:
|
Bank BTN AGMS 2021 Invitation (Bahasa Indonesia)
Bank BTN AGMS 2021 Invitation (English) |
Does the notice of AGM/circulars have the following details: | |||
B.2.3 | Are the profiles of directors/commissioners ( at least age, academic qualification, date of appointment, experience, and directorships in other listed companies) in seeking election/re-election included? |
AGMS 2021 Invitation has information about the change in the composition of Company’s Management.The information is mentioned in:
|
Bank BTN AGMS 2021 Invitation
Meeting materials of AGMS 2021 |
B.2.4 | Are the auditors seeking appointment/re-appointment clearly identified? |
The auditors seeking appointment/re-appointment is not clearly identified in the Notice (Invitation) of AGMS 2021.The information is mentioned in:
|
Bank BTN AGMS 2021 Invitation
Meeting materials of AGMS 2021 |
B.2.5 | Were the proxy documents made easily available? |
Proxy documents are easily available based on the Bank BTN AGMS 2021 Invitation. As the AGMS 2021 Invitation stated that the power of attorney form available at the Company’s Share Registrar PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, 2nd floor, Jakarta 10120, Telp. (021) 350 8077 Fax. (021) 350 8078, on working days starting from the date of the invitation to the Meeting. In addition, the forms of power of attorney is also easily accessible and downloadable from the company website.
The information is mentioned in:
|
Bank BTN AGMS 2021 Invitation
Power of Attorney to Attend AGMS 2021 |
B.3 Insider trading and abusive self-dealing should be prohibited. | |||
B.3.1 | Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? |
As mentioned from Directors Regulation No.39/PD/CSD/2011,
The information is mentioned in:
|
Investor Relationship Policy
Bank BTN Annual Report FY 2020 |
B.3.2 | Are the directors / commissioners required to report their dealings in company shares within 3 business days? |
Bank BTN has established the policy that required the board of directors / commissionners to report their dealings in company shares within 3 business days as the information can be found in the Board Manual Bank BTN. The information states that Conflict of Interest is a condition in which the Company's economic interests are in conflict with private economic interests. For that reason, the Board of Directors shall always report share transactions of the company within 3 (three) working days.
|
Investor Relationship Policy
Bank BTN Annual Report FY 2020 Board Manual Bank BTN |
B.4 Related party transactions by directors and key executives. | |||
B.4.1 | Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest? |
Bank BTN has a policy pertaining conflicts of interest among the directors/commissioners. The evidence can be seen in the Board Manual. The Board Manual states that Conflict of interest is a condition where the economic interests of the Company conflict with personal economic interest. On the matter, then member of Commissioner should disclose kinship, financial relationship, relationship management, ownership links with the Commissioner and/or members of Board of Directors and/or controlling shareholders of the Company and/or other parties in the framework of Bank's business. Furthermore, the board of directors/commissioners also need to disclose in decision making remain to be taken in conflict of interest condition.The information is mentioned in:
|
Bank BTN Annual Report FY 2020
Board Manual (Amandment) Board of Commissioners Manual Board of Director Manual |
B.4.2 | 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? |
Transaction Policies with the Related Parties of Bank BTN are as follows: All related party transactions must be approved by the board of commissioners. To approve the transaction, the board of commissioners is assisted by the Risk Monitoring Committee in conducting reviews and evaluations as well as providing relevant input in the transaction agreement. During 2020, the Risk Monitoring Committee reported in the annual report, that the committee had provided input to the Board of Commissioners for Approval of the Provision of Funds to Related Parties. The information is mentioned in:
|
Internal Policy of Related Party transaction
(SE Dir No.55/SE/DIR/CMLD/2019 Perihal Batas Maksimum Pemberian Kredit dan Penyediaan Dana Kepada Pihak Terkait Penyediaan Dana Besar dan atau Penyediaan Dana Kepada Pihak Lain) Bank BTN Annual Report FY 2020 Flowchart Commercial Credit Policy |
B.4.3 | Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest? |
Bank BTN has established a policy of Principles in Conflict of Interest Handling In the event of any conflict of interest. The policy states that Bank Management and Employees shall implement the following principles: a. Shall give priority to economic interests of the Bank and prevent the Bank from possible losses or the possible decreasing bank profits; b. Must disclose the conflict of interest conditions. c. The owner conflicts of interest shall not be involved in all phases/decision-making activities in question.
The information is mentioned in:
|
Code of Conduct
Board of Directors Manual Bank BTN 2017 Board of Comissioners Manual Bank BTN 2017 |
B.4.4 | 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 Transactions with Conflict of Interest as set forth in the Board Manual and also a Policy regarding Provision of Funds for Related Parties with a Conflict of Interest stating that the Bank is prohibited from funding Related Parties without obtaining an approval from the Board of Commissioners. In principle, all Company employees must avoid making any decisions in situations and conditions containing any Conflict of Interest. Loans are granted to the Board of Directors, the Board of Commissioners and Company Employees relevant with reasonable limits and in accordance with the applicable Bank regulations without any distinction from customers (arm’s length basis) and at market rates. The information is mentioned in:
|
Bank BTN Board Manual (amandment)
Bank BTN Annual Report FY 2020 Internal Policy of Related Party transaction |
B.5 Protecting minority shareholders from abusive actions | |||
Protecting minority shareholders from abusive actions | |||
B.5.1 | Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? |
Bank BTN has disclosed all transactions with related parties as defined in SFAS 7, “Related Party Disclosures†in the Annual Report are made on the same term and conditions as those transactions with third parties (fair and at arms' length) and have complied with Bape pam-LK Regulation No. IX.E.1 regarding “The affiliate transactions and conflict of interest of certain transactions†as shown by “Unqualified Opinion†from Independent Auditor on 2018 Financial Statements. The information is mentioned in:
|
Bank BTN Annual Report FY 2020
(Independent Auditor opinion) Bank BTN Annual Report FY 2020 |
B.5.2 | In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? |
During 2020 there shall be no Related Party Transactions requiring approval from GMS. There were also no conflict of interest transactions as mentioned in BAPEPAM LK Regulation No. IX.E.1 on Conflict of Interest. The information is mentioned in:
|
Summary of Minutes of AGMS 2021 |