Corporate Governance Statement / Corporate Governance Report
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Transcript of GOOD CORPORATE GOVERNANCE - bankbjb.co.id Report of bank bjb... · good corporate governance report...
GOOD CORPORATE GOVERNANCE
REPORT 2015
PT. BANK PEMBANGNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.
i Table of Contents
TABLE OF CONTENTS
A. Background ....................................................................................................................................... 1
A.1 Main Principles ........................................................................................................................ 1
A.2 Good Corporate Governance Assessment .............................................................................. 2
A.3 Bank’s Vision, Missions and Corporate Values ....................................................................... 2
A.4 Organizational Structure .......................................................................................................... 3
B. Bank’s Good Corporate Governance Implementation ....................................................................... 4
B.1 The Implementation of Tasks and Responsibilities of the Board of Commissioners and the
Board of Directors ................................................................................................................... 4
B.1.1 The Board of Commissioners ..................................................................................... 4
B.1.1.1 The Members and Composition of the Board of Commissioners ............... 4
B.1.1.2 The Tasks and Responsibilities of the Board of Commissioners ............... 4
B.1.2 The Board of Directors ............................................................................................... 6
B.1.2.1 The Members and Composition of the Board of Directors ......................... 6
B.1.2.2 The Tasks and Responsibilities of the Board of Directors .......................... 7
B.1.3 Relationship between the Board of Directors and the Board of Commissioners ........ 9
B.2 Establishment of Committees and Implementation of Their Tasks ........................................ 11
B.2.1 Audit Committee ....................................................................................................... 11
B.2.1.1 Audit Committee’s Tasks and Responsibilities ......................................... 12
B.2.1.2 Audit Committee’s Meeting and Attendance Level ................................... 19
B.2.1.3 Independency of Audit Committee’s Members ......................................... 20
B.2.2 Risk Monitoring Committee ...................................................................................... 20
B.2.2.1 Risk Monitoring Committee’s Tasks and Responsibilities ........................ 20
B.2.2.2 Risk Monitoring Committee’s Activities in 2015 ........................................ 22
B.2.2.3 Risk Monitoring Committee’s Meeting and Attendance Level .................. 23
ii Table of Contents
B.2.2.4 The Independency of the Risk Monitoring Committee’s Chairman and
Members .................................................................................................. 23
B.2.2.5 Working Mechanism ................................................................................ 23
B.2.3 Remuneration and Nomination Committee .............................................................. 23
B.2.3.1 Remuneration and Nomination Committee’s Tasks and Responsibilities 24
B.2.3.2 Remuneration and Nomination Committee’s Performance Report .......... 25
B.2.3.3 Remuneration and Nomination Committee’s Meeting and Attendance
Level ........................................................................................................ 26
B.2.3.4 Remuneration and Nomination Committee’s Independency .................... 26
B.2.4 Integrated Governance Committee .......................................................................... 26
B.2.4.1 Integrated Governance Committee’s Tasks and Responsibilities ............ 27
B.2.4.2 Integrated Governance Committee’s Performance Report ...................... 28
B.2.4.3 Integrated Governance Committee’s Meeting and Attendance Level ...... 28
B.2.4.4 Integrated Governance Committee’s Independency ................................ 28
B.2.5 Business and Credit Monitoring Committee ............................................................. 29
B.2.5.1 Business and Credit Monitoring Committee’s Tasks and Responsibilities29
B.2.5.2 Business and Credit Monitoring Committee’s Performance Report ......... 30
B.2.5.3 Business and Credit Monitoring Committee’s Meeting and Attendance
Level ........................................................................................................ 30
B.2.5.4 Business and Credit Monitoring Committee’s Independency ................... 31
B.3 Implementation of Compliance, Internal Audit and External Audit Function .......................... 31
B.3.1 Compliance Function Implementation ...................................................................... 31
B.3.1.1 Compliance Function ............................................................................... 31
B.3.1.2 The Tasks and Responsibilities of Compliance Unit ................................ 32
B.3.1.3 Anti-Money Laundering and Counter Terrorism Financing Programme ... 35
B.3.2 Internal Audit Function ............................................................................................. 36
B.3.3 Implementation of External Audit Function ............................................................... 37
iii Table of Contents
B.4 Implementation of Risk Management and Internal Control System ....................................... 39
B.4.1 Credit Risk ................................................................................................................ 39
B.4.1.1 Identification Process Adequacy, Assessment, Monitoring, and Risk
Management, and Risk Management Information System ....................... 39
B.4.1.2 Internal Control System Across Organization ......................................... 41
B.4.2 Market Risk .............................................................................................................. 42
B.4.2.1 Internal Control System Across Organization .......................................... 42
B.4.2.2 Requirements on Limit Policies, Procedures and Determination ............. 43
B.4.2.3 Requirements on the Process of Identification, Assessment, Monitoring,
and Risk Control, and Risk Management Information System ................. 44
B.4.2.3 Internal Control System Across Organization ......................................... 47
B.4.3 Liquidity Risk ............................................................................................................ 47
B.4.3.1 Active Monitoring by the Board of Commissioners and the Board of
Directors .................................................................................................. 48
B.4.3.2 Requirements on Limit Policies, Procedures and Determination ............. 48
B.4.3.3 Requirements on the Process of Identification, Assessment, Monitoring
and Risk Control, and Risk Management Information System ................. 49
B.4.3.4 Internal Control System Across Organization .......................................... 50
B.4.4 Operating Risk ......................................................................................................... 50
B.4.4.1 Active Monitoring by the Board of Commissioners and the Board of
Directors .................................................................................................. 51
B.4.4.2 Policy, Procedure and Limit Adequacy .................................................... 51
B.4.4.3 Requirements on the Process of Identification, Assessment, Monitoring
and Risk Control, and Risk Management Information System ................. 52
B.4.4.4 Internal Control System Across Organization .......................................... 52
B.4.5 Legal Risk ................................................................................................................ 53
B.4.5.1 Active Monitoring by the Board of Commissioners and the Board of
Directors .................................................................................................. 53
iv Table of Contents
B.4.5.2 Policy, Procedure and Limit Adequacy .................................................... 53
B.4.5.3 Requirements on the Process of Identification, Assessment, Monitoring
and Risk Control, and Risk Management Information System ................. 53
B.4.5.4 Internal Control System Across Organization .......................................... 54
B.4.6 Compliance Risk ...................................................................................................... 54
B.4.6.1 Active Monitoring by the Board of Commissioners and the Board of
Directors .................................................................................................. 54
B.4.6.2 Policy, Procedure and Limit Adequacy .................................................... 55
B.4.6.3 Requirements on the Process of Identification, Assessment, Monitoring
and Risk Control, and Risk Management Information System ................. 55
B.4.6.4 Internal Control System Across Organization .......................................... 56
B.4.7 Strategic Risk ........................................................................................................... 56
B.4.7.1 Active Monitoring by the Board of Commissioners and the Board of
Directors .................................................................................................. 56
B.4.7.2 Policy, Procedure and Limit Adequacy .................................................... 56
B.4.7.3 Requirements on the Process of Identification, Assessment, Monitoring
and Risk Control, and Risk Management Information System ................. 57
B.4.7.4 Internal Control System Across Organization .......................................... 57
B.4.8 Reputation Risk ........................................................................................................ 57
B.4.8.1 Active Monitoring by the Board of Commissioners and the Board of
Directors .................................................................................................. 57
B.4.8.2 Policy, Procedure and Limit Adequacy .................................................... 57
B.4.8.3 Requirements on the Process of Identification, Assessment, Monitoring
and Risk Control, and Risk Management Information System ................. 58
B.4.8.4 Internal Control System Across Organization .......................................... 58
B.4.9 Risk Management Organization at the Board of Directors Level .............................. 58
B.5 Related Party Financing and Large Exposure ....................................................................... 59
B.6 Bank Strategic Plan (Corporate Plan) .................................................................................... 59
v Table of Contents
B.6.1 Long-Term Plan (Corporate Plan) ............................................................................ 59
B.6.2 Medium-Term Plan (Business Plan) ......................................................................... 64
B.7 2015 Bank Education and Training Data ............................................................................... 69
B.7.1 The Board of Directors, the Board of Commissioners and Committee Members ..... 69
B.7.2 Employees Training Data ......................................................................................... 71
B.8 Corporate Secretary .............................................................................................................. 72
B.9 Bond Rating ........................................................................................................................... 73
B.10 Good Corporate Governance Activities and Socialization in 2015 ......................................... 73
C. The Board of Commissioners and the Board of Directors Members whose Ownership in Company’s
Paid-Up Capital is or Greater than 5% ............................................................................................ 74
D. The Board of Commissioners and the Board of Directors Financial Relationship and Their Each
Other Personal Relationship and/or with Major Shareholders ......................................................... 74
E. Remuneration Package/Policy and Other Facilities Reserved for the Board of Commissioners and
the Board of Directors ..................................................................................................................... 75
F. Share Option ................................................................................................................................... 75
G. Highest and Lowest Salary Ratio .................................................................................................... 76
H. Employment .................................................................................................................................... 76
H.1 Recruitment Management and Career Development ............................................................. 76
H.1.1 Recruitment Management ........................................................................................ 76
H.1.2 Career Development ................................................................................................ 76
H.2 Administration and Compensation Management ................................................................... 77
H.3 Performance Management and Employees Competency ...................................................... 77
H.3.1 Performance Management ....................................................................................... 77
H.3.2 Competency Development ....................................................................................... 77
H.4.1 Employees Relationship Management includes the following actions: ..................... 78
H.4.2 HRM Policies Management ...................................................................................... 78
I. The Frequency of the Board of Commissioners and Board of Commissioners Meeting ................. 79
vi Table of Contents
I.1 The Frequency of the Board of Commissioners Meeting ....................................................... 79
I.2 The Frequency of the Board of Directors Meeting ................................................................. 79
J. Internal Fraud .................................................................................................................................. 80
K. Legal Matters .................................................................................................................................. 80
L. Transaction with Conflict of Interest ................................................................................................ 80
M. Shares Buy Back and/or Bonds Buy Back ...................................................................................... 80
N. Funding for Social Activities in 2015 ............................................................................................... 81
O. Executive Summary of Good Corporate Governance Self-Assessment by the Bank in 2015 ......... 83
1 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
bank bjb’s Good Corporate Governance Implementation
Year 2015
A. Background
Good corporate governance is a basic concept which add value to the company.
Nowadays, the concept of good corporate governance has been embraced as fundamental
principle in running a company, including those companies in banking sector. As a
company in banking sector, PT. Bank Pembangunan Daerah Jawa Barat dan Banten,
Tbk., hereinafter referred to as Bank, embraced the principles of good corporate
governance as the bases of its business. The Bank realized the importance of good
corporate governance principles in its actions to maintain the trust given by its
stakeholders such as customers, investors, shareholders, public in general and public in
banking industry.
A.1 Main Principles
From currently available literature, the implementation of Good Corporate
Governance is founded on 5 basic principles, which are:
1. Transparency, means openness in providing material and relevant information
and transparency in decision-making process;
2. Accountability, means clarity of function and Bank organization accountability
which results in effective management;
3. Responsibility, means Bank management compliance with the applicable laws
and regulations and Bank good corporate governance principles;
4. Independency, means Bank professional management without any
distortion/pressure from any other parties;
5. Fairness, means reasonable and equal treatment in fulfilling the stakeholder’s
right arising from agreements and mandated by the applicable laws and
regulations.
As one effort of Good Corporate Governance implementation, Bank stated the
basic principles of GCG in Annual Board of Directors Policies (KUDT). KUDT is
the guidance for Bank Business Plan which prepared annually and the basis for all
Bank organizational unit in performing their tasks. The purposes of GCG as the
basic principles in KUDT are to ensure united performance, language, perception
and action by all staffs who shall complies with the GCG principles in their works.
Therefore, to improve the GCG practice across the bank operations at all levels,
the Bank has strong determination to implement GCG as the basic principles in its
operations. Such implementation required by the authority concerning good
corporate governance under the Bank Indonesia Regulation number 8/4/PBI/2006
on Good Corporate Governance Implementation in Commercial Bank as amended
by the Bank Indonesia Regulation number 8/14/2006 on Good Corporate
Governance Implementation in Commercial Bank and Bank Indonesia Circular
number 15/15/DPNP on Good Corporate Governance Implementation in
Commercial Bank.
2 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
A.2 Good Corporate Governance Assessment
To ensure the implementation of 5 basic principles of GCG. The bank conduct
assessment on GCG implementation. Such assessment conducted periodically by
self-assessment method. The following are 11 factors of GCG assessment:
1. The Board of Commissioners tasks and responsibilities performance;
2. The Board of Directors tasks and responsibilities performance;
3. Committee requirements and performance;
4. Conflict of interests;
5. Compliance function;
6. Internal audit function;
7. External audit function;
8. Risk management implementation including internal control system;
9. Financing to related parties and large exposures;
10. Transparency of Bank financial and non-financial condition, Good Corporate
Governance report and internal report;
11. Bank Strategic planning.
The assessment of the 11 factors of GCG implementation is made in a governance
system that is grouped into 3 sub-assessments namely governance structure,
governance process and governance outcome.
A.3 Bank’s Vision, Missions and Corporate Values
Vision:
To become one of the top 10 biggest Banks with high performance in Indonesia.
Mission:
a. Regional economic driver and motivator;
b. Regional depository;
c. A source of regional revenue.
Bank’s Corporate Values:
GO SPIRIT
Corporate Values Main Behaviour
Service Excellence 1. Friendly, honest, empathy
2. Prime service first
Professionalism
3. Quick, correct, accurate
4. Competence and accountable
5. Understand and observer the company’s
rules
Integrity
6. Consistent, disciplined, and lively
7. Maintain corporate image by services with
pride and ethic
3 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Respect 8. Customer oriented
9. Environmentally friendly
Intelligence
10. Best solutions
11. Self-development
12. Embrace positive changes
Trust
13. Embrace transparency, participation and
mutual relationship
14. Comply with Non-Disclosure Agreement
A.4 Organizational Structure
The Bank GCG implementation based on the principles of unanimous commitment
of all of the people concerned, both management and employees, to be a subject
and observe the applicable laws and regulations. This is reflected by the Bank
organizational structure which purpose to achieve the company’s objectives. Bank
Organizational Structure is effected by the Board of Directors Decision number
621/SK/DIR-PS/2015 dated 1 July 2015 on the Organizational Structure of PT.
Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk., as follows:
4 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B. Bank’s Good Corporate Governance Implementation
B.1 The Implementation of Tasks and Responsibilities of the Board of
Commissioners and the Board of Directors
B.1.1 The Board of Commissioners
B.1.1.1 The Members and Composition of the Board of
Commissioners
Based on the Company’s Shareholders Extraordinary General
Meeting of PT. Bank Pembangunan Daerah Jawa Barat dan
Banten, Tbk., under the Minutes of Company’s Shareholders
Extraordinary General Meeting number 221 dated 19
December 2014, the Bank’s Board of Commissioners
composition is as follows:
a. President Commissioner : Taufiqurahman Ruki
b. Commissioner : Muhadi
c. Commissioner : Wawan Ridwan
d. Independent Commissioner : Achmad Baraba
e. Independent Commissioner : Klemi Subiyantoro
f. Independent Commissioner : Rudhyanto Mooduto
g. Independent Commissioner : Yayat Sutaryat
Based on the decision of Shareholders Annual General
Meeting of PT. Bank Pembangunan Daerah Jawa Barat dan
Banten, Tbk., under the Minutes of Company’s Shareholders
Annual General Meeting number 119 dated 31 March 2015,
the Bank’s Board of Commissioners composition is as follows:
a. Commissioner : Muhadi
b. Independent Commissioner : Klemi Subiyantoro
c. Independent Commissioner : Rudhyanto Mooduto
d. Independent Commissioner : Yayat Sutaryat
B.1.1.2 The Tasks and Responsibilities of the Board of Commissioners
The tasks and responsibilities of the Board of Commissioners
under the Deed of Company’s Shareholders Annual General
Meeting on Company’s Articles of Association and the Board of
Commissioners Decision number 10/SK/DK/2015 dated 2
September 2015 on Rules and Guidance for Commissioners, is as
follows:
a. Supervise, advise, control, monitor and evaluate the Bank
management and the implementation of Bank strategic policies
by the Board of Directors;
b. Perform the tasks, responsibilities and authorities pursuant to
the Company’s Articles of Association, Minutes of
Shareholders General Meeting and the applicable laws and
regulations, such as:
5 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
1. Prepare and evaluate periodically the rules and guidance
for Commissioners which effective to all Commissioners;
2. Evaluate and agreed Bank Business Plan (RBB);
3. Based on the Minutes of Shareholders General Meeting
(GM), the Board of Commissioners appoint a certified
public accountant as recommended by the Audit
Committee to audit the Company’s financial statements.
c. Perform the tasks and responsibilities which is independence
and accountable to the GM;
d. Ensure the implementation of GCG by the Bank at all levels or
organizational hierarchy of its business;
e. Establish committees and ensure their effective performance
pursuant to the applicable laws and regulations;
f. Shall not interfere with any decision making concerning Bank
operations, unless it is stated otherwise by Articles of
Association or the applicable laws and regulations;
g. Approval given by the Board of Commissioners is a part of its
supervision function therefore shall not release the Board of
Directors responsibilities in running the Bank. Such
supervision by the Board of Commissioners is mandatory
initial monitoring;
h. Review and approve any policies which is a subject to the
Board of Commissioners approval;
i. Review the Board of Directors report on policies
implementation;
j. Prepare report on monitoring for the previous year to be
presented before the GM;
k. Evaluate annual report prepared by the Board of Directors and
sign the report. Annual report review shall be done prior to
GM;
l. Ensure that the Board of Directors follow-up any audit
qualified findings and the recommendation proposed by the
Bank Internal Audit Unit (SKAI), external auditor, Financial
Services Authority and/or any other relevant financial
authorities;
m. Notify the Financial Services Authority not later than 7
business days as of any findings about:
1. Unlawful actions against the applicable laws and
regulations on financial and banking; and
2. Circumstances or foreknowledge which threatened the
Bank’s business, following the findings or
recommendations from the committees established by the
Board of Commissioners which implement the monitoring
over the Bank operations.
Such mandatory reporting tasks which had not yet been
reported or did not reported by the Bank and/or Compliance
Director to the Financial Services Authority;
6 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
n. Determine and implement systems on transparent nomination,
evaluation, remuneration for the Bank Management in
consideration of analysis results by the Remuneration and
Nomination Committee which is a subject to the GM approval;
B.1.2 The Board of Directors
B.1.2.1 The Members and Composition of the Board of Directors
Based on the Company’s Shareholders Extraordinary
General Meeting of PT. Bank Pembangunan Daerah Jawa
Barat dan Banten, Tbk., under the Minutes of Company’s
Shareholders Extraordinary General Meeting number 221
dated 19 December 2014, the Bank’s Board of Directors
composition is as follows:
a. Managing Director : Ahmad Irfan
b. Director : Zaenal Aripin
c. Director : Agus Gunawan
d. Director : Benny Santoso
e. Director : Fermiyanti
f. Director : Nia Kania
g. Director : Suartini
Based on the decision of Shareholders Annual General
Meeting of PT. Bank Pembangunan Daerah Jawa Barat dan
Banten, Tbk., under the Minutes of Company’s Shareholders
Annual General Meeting number 119 dated 31 March 2015,
the Bank’s Board of Commissioners composition is as
follows:
a. Managing Director : Ahmad Irfan
b. Commercial Director : Suartini
c. Consumer Director : Fermiyanti
d. Micro Director : Agus Gunawan
e. Finance Director : Nia Kania
f. Operation Director : Benny Santoso
Based on the decision of Shareholders Annual General
Meeting of PT. Bank Pembangunan Daerah Jawa Barat dan
Banten, Tbk., under the Minutes of Company’s Shareholders
Annual General Meeting number 111 dated 29 May 2015, the
Bank’s Board of Commissioners composition is as follows:
a. Managing Director : Ahmad Irfan
b. Director : Suartini
c. Director : Fermiyanti
d. Director : Agus Gunawan
e. Director : Nia Kania
f. Director : Benny Santoso
g. Director : Agus Mulyana
7 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.1.2.2 The Tasks and Responsibilities of the Board of Directors
Pursuant to the Board of Directors Decision number 519/SK/DIR-
CS/2011 dated 20 September 2011, the tasks and responsibilities
of the Board of Directors are as follows:
a. Tasks of the Board of Directors
1. The Board fully responsible over the Bank management;
2. The Board shall manage the Bank in accordance with their
authorities and responsibilities under the company’s
Articles of Association and the applicable laws and
regulations;
3. The Board manage the Bank treasury pursuant to the
applicable laws and regulations;
4. The Board shall prepare and implement Annual Action
Plan which shall be submitted to the Board of
Commissioners within a period not later than 60 calendar
days prior to the following financial year;
5. If the Board did not submit such Annual Action Plan, the
previous plan shall be used. The use of previous plan shall
also be effective over any other plan which still a subject
to obtain approval as referred to in the company’s Articles
of Association or the applicable laws and regulations;
6. The Board shall submit annual report to the certified public
accountant appointed by the Shareholders General Meeting
(GM) for auditing. Audit report shall be submitted in
writing to AGM. Annual report shall at least have the
following contents:
- Financial statements comprised of at least ending
balance of the year compared to the previous year,
income statement of the year, cash flow statement and
changes to equity statement, and the notes to financial
statements;
- Bank activities report;
- Corporate social and environmental responsibilities
report;
- Significant issues which affect the Bank operations for
the year;
- Supervision report by the Board of Commissioners for
the year;
- Individual name of the Board of Directors and the
Board of Commissioners;
- The Board of Directors salary and benefits and the
Board of Commissioners salary or honorarium and
benefits for the year.
7. The Board shall implement risk management and GCG
principles at all levels or organizational hierarchy of the
Bank. For the purpose of such GCG implementation, the
Board shall establish at least:
8 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- Internal audit unit to assist the Board in Bank
operations supervision over the entire Bank
organization. This internal audit unit shall be
independent towards any other operation units;
- Risk Management Unit and Risk Management
Committee to assist the Board in risk management
implementation pursuant to Bank Indonesia
Regulations;
- Compliance Unit, to assist the Board in making all
Bank operations complied with the laws and
regulations including Bank Indonesia Regulations.
8. The Board shall follow-up any audit qualified findings and
the recommendation proposed by the Bank Internal Audit
Unit (SKAI), external auditor, Financial Services
Authority and/or any other relevant financial authorities;
9. Perform special tasks from the Board of Commissioners
and/or GM;
10. The Board hold Annual Shareholders General Meeting and
EGM (Shareholders Extraordinary General Meeting)
which shall be decided on General Meeting;
11. When holding a GM, if all Commissioners is absence or
having conflict of interest, the GM shall be chaired by a
Director appointed by the Board;
12. The Board in the care of their staff who responsible for
Human Resources management using available and
accessible facilities, shall disclose the Bank strategic
policies to its employees concerning employment such as
remuneration, benefits, facilities, recruitment system,
promotion system, including the Bank plan on efficiency
by reducing the number of its employee and concerning the
Bank strategic policies concerning any other employment
conditions;
13. Three months before the Board term ends, the Board shall
not decide/determine any strategic policies;
14. The Board shall provide accurate and relevant data and
information in timely manner to the Board of
Commissioners;
15. The Board shall reply and explain anything questioned by
the Board of Commissioners;
16. The Board shall ensure communication well established
between the Bank and its stakeholders through
empowerment of corporate secretary;
17. The Board shall keep and maintain shareholders registry
and particular lists in good orders;
18. The Board in performing their tasks and responsibilities
shall observe the Bank ethics standard and ethics standard
set in the guidance for the Board of Directors.
9 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
b. Responsibilities of the Board of Directors
1. The Board shall be responsible over financial statements;
2. The Board shall be responsible collegially over any
strategic tasks for the Bank’s benefit. Each Director shall
be responsible in performing day to day activities as stated
in strategic decision and any other decisions in accordance
with the tasks and responsibilities;
3. The Board shall present report on their tasks before GM
(Shareholders General Meeting);
4. Within the framework of Bank businesses, the Board shall
have focused and clear Corporate Social Responsibility
plan;
5. The Board shall be responsible for the Bank code of
conduct implementation across the organization.
B.1.3 Relationship between the Board of Directors and the Board of
Commissioners
One key success factor in a good Bank management is inter-organ
relationship that honour and respect each other’s functions and roles, solely
for the interest of the Bank and for compliance with the applicable laws and
regulations and the Bank’s Articles of Association.
To create harmonic relationship between the Board of Commissioners and
the Board of Directors which supports the Bank performance, united
perception and good communication between the Board of Commissioners
and the Board of Directors is necessary. Therefore, the Board of
Commissioners and the Board of Directors determined and agreed on the
basic principles of coordination between the Board of Commissioners and
the Board of Directors. In general, the coordination between the Board of
Directors and the Board of Commissioners is governed by the company’s
Articles of Association and the applicable laws and regulations and Bank
Indonesia Regulations, as follows:
a. The Board of Directors and the Board of Commissioners shall sign
Corporate documents, such as corporate plans, business plan and
financial statements;
b. For any individual or multiple related transactions, the Board of
Directors shall be responsible to ensure that information required by the
Bank is fully available in timely manner to be accessed by the Board of
Commissioners;
c. The Board shall give the Board of Commissioners full access to Bank
information in timely manner;
d. The Board shall give all commissioners, either severally or jointly at
any time in the Bank business hour, the rights to enter the building and
yards or any other premise used by or controlled by the Bank and the
rights to examine all books, letters and any other instruments, inventory,
examine and confirmed cash position (for verification) and any other
securities, and the rights to question any action taken by the Board;
e. Each Director shall reply any question asked by the Board;
10 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
f. Upon written request by the Board of Commissioners, the Board shall
present the report on examination or internal audit results;
g. Deliver monthly financial statements upon request by the Board of
Commissioners;
h. Submit request for approval to the Board of Commissioners on addition
to the paid-up capital;
i. Made available risk management report and compliance report to the
Board of Commissioners;
j. Prepare the materials for AGM (Annual Shareholders General Meeting)
and EGM (Shareholders Extraordinary General Meeting) for mutual
agreement and approval by the Board of Commissioners and the Board
of Directors;
k. Whenever necessary, the Board of Commissioners may directly request
information from the relevant management function of Bank operations
for supervision purpose which is a subject to the Board of Directors
acknowledgement;
l. Director and/or any other Bank officials shall attend the meeting
convened by the Board of Commissioners which is a subject to the
Board of Directors acknowledgement;
m. The Board of Directors shall give the committee established by the
Board of Commissioners the rights to access to Bank information by
prior notice delivered by the Board of Commissioners to the the Board
of Directors;
n. The Board of Directors whenever necessary may invite the Board of
Commissioners to convene at the meeting held by the Board of
Directors;
o. The Minutes of the Board of Directors Meeting shall be made available
to the Board of Commissioners upon request;
p. The Board of Directors have the rights and authority to determine Bank
policies which is a subject to the Board of Commissioners approval for
the benefit of Bank, unless the applicable laws and regulations stated
otherwise;
q. The Board of Directors prepare the Bank organizational structure and
corporate governance which is a subject to the Board of Commissioners
approval;
r. The Board of Directors with the Board of Commissioners written
approval in accordance with the applicable laws and regulations may
take the following actions:
1. Built, Operate and Transfer (BOT) agreement, Built, Operate and
Own/BOO agreement and alike;
2. Take part or participate in any other Company/entities or establish
new company excluding for bailing out purpose, pursuant to the
applicable laws and regulations;
3. Transfer some parts or all Bank ownership in any other company or
entities;
s. Use the bank reserves for credit write-off to any related parties pursuant
to the Conventional Maximum Credit Limit or the applicable laws and
regulations;
11 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
t. Write-off any receivables of the principal amount in the credit given to
related parties pursuant to the applicable laws and regulations.
u. Any individual or multiple related transactions, which recorded in a
financial year or in longer term under the company’s Articles of
Association may be made by the Board of Directors which is a subject
to the Board of Commissioners approval in accordance with the
applicable laws and regulations, especially on stock exchange;
v. If the Bank has any conflict of interest with a Director’s personal
interest, the Company shall be represented by any other Directors and
if the Company has any conflict of interest against all Directors, the
Company shall be represented by the Board of Commissioners;
w. The overall Bank management performed by the Board (both on
Corporate issues or Corporate business and advise required by the
Board of Directors) shall be carried out under the Board of
Commissioners supervision.
B.2 Establishment of Committees and Implementation of Their Tasks
The Board of Commissioners has established Audit Committee, Risk Monitoring
Committee, and Remuneration and Nomination Committee, to assist the Board of
Commissioners in performing their tasks and responsibilities effectively.
B.2.1 Audit Committee
Pursuant to Bank Indonesia Regulation number 8/4/PBI/2006 on Good
Corporate Governance for Conventional Bank as amended by Bank
Indonesia Regulation number 8/14/PBI/2006 on the Amendment to the
Bank Indonesia Regulation number 8/4/PBI/2006 on Good Corporate
Governance for Conventional Bank, the Board of Commissioners has
established Audit Committee. Such Audit Committee is an operating
committee of the Board of Commissioners charged with overseeing the
effectiveness of internal control system, audit internal process and financial
statements, therefore the Bank can be managed in accordance with the
principles of transparency, accountability, responsibility, independency and
fairness.
Audit Committee establishment shall also comply with the following laws
and regulations:
a. Decree of the Minister of State-Owned Enterprise Empowerment
number KEP-117/M-PBUMN/2002 dated 1 August 2002 on the
Implementation of Good Corporate Governance Practice by State-
Owned Enterprises;
b. Decree of the Bapepam Chairman number Kep-41/PM/2003 dated 22
December 2003 on the Establishment and Work Guidelines of Audit
Committee;
c. Bank Indonesia Regulation number 8/4/PBI/2006 on the
Implementation of Good Corporate Governance for Conventional
Banks;
d. Bank Indonesia Regulation number 8/14/PBI/2006 dated 5 October
2006 on the Amendment to the Bank Indonesia Regulation number
8/4/PBI/2006 on Good Corporate Governance;
12 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
e. The Board of Commissioners Decision number 04A/SK/DK/2007 dated
28 June 2007 on the Establishment and Work Guidelines of PT. Bank
Jabar Committee;
f. The Board of Commissioners Decision number 07/SK/DK/2015 dated
22 April 2015 on Assignment and Schedule of the Board of
Commissioners and Committees Activities.
The composition of Bank Audit Committee for the year 2015 is as follows:
a. Chairman : Klemi Subiyantoro
b. Member : Rudhyanto Mooduto
c. Member : Ramson Sinaga
d. Member : Memed Sueb
e. Member : Suwarta
Audit Committee collectively have competency and experience in
accounting, finance and banking. All committee member acting
independently from the Board of Directors and external auditor, and report
their works to the Board of Commissioners.
B.2.1.1 Audit Committee’s Tasks and Responsibilities
Audit Committee tasks is to support the Board of Commissioners
accordingly to their tasks and responsibilities.
Tasks
a. Overseeing Financial Reporting Process
Audit Committee shall perform supervision on the process of
the Bank financial reporting. In any case, Audit Committee
perform:
1. Monitor financial reporting to ensure the compliance with
the applicable accounting standard and policies;
2. Evaluates financial information to be issued by the Bank
such as financial statements, projections and any other
financial information;
3. Re-check financial statements to the applicable accounting
standard and its consistency with any other information
collected by Audit Committee in monthly, quarterly, and
annual basis;
4. Monitor assets and liabilities valuation method in use, any
necessary commitment, contingency and reserves;
5. Monitor financial statements items with complex and
extraordinary transactions;
6. Assess transaction disclosure adequacy with related
parties;
7. Assess and prepare recommendation to the Board of
Commissioners concerning advise proposed by external
auditor, the Board of Directors and internal auditor for any
13 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
changes made to the scope of audit and its accounting
principles and standards.
8. Audit Committee communicates to external auditor, the
Board of Directors and internal auditor for any different
interpretation or inconsistencies.
b. Selection and Appointment of Certified Public Accountant
(CPA) and Performance Supervision Audit Committee prepare recommendation to the Board of
Commissioners concerning Certified Public Accountant
(CPA) that will be assigned to perform annual audit as external
audit on the following matters:
1. Select and recommend a CPA
- Audit Committee shall select and recommend to the
Board of Commissioners concerning potential CPA to
be assigned for the Bank financial statements audit;
- The selection and appointment process of CPA
provided herein as appendix Guidance for Audit
Committee – independent auditor appointment process,
pursuant to the applicable laws and regulations;
- Audit Committee may recommend termination of an
external auditor to the Board of Commissioners if there
is strong indication that the independency of such
external auditor is biased or such external auditor
unable to perform audit in accordance with the
Certified Public Accountant Professional Standards.
2. Oversee external auditor performance
- Evaluate audit plan and audit programme requirements
and supervise external auditor performance following
audit results on internal control adequacy including
financial reporting process;
- Participate in and/or receive report on audit findings
discussion by external auditor and management and
prepare a written report on any differences opinion
stated by external auditor and the management which
is a subject to the Board of Commissioners concern;
- In performing such tasks, Audit Committee shall at
least monitor and evaluate the following matters:
CPA audit compliance with the applicable
standards;
Financial statements compliance with the
applicable accounting standards;
Prepare recommendation to the Board of
Commissioners concerning the Board of Directors
follow-up action on external auditor findings.
- Provide feedback to external auditor to identify high
risks areas;
14 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- Consult with external auditor in the absence of
management concerning internal control on
identification of possible weakness, its requirements
and accuracy of the Bank financial statements.
- Advise external auditor, in relation to general audit, to
communicate the following matters:
The extent of auditor responsibilities on its internal
control when carry out audit of the Bank’s financial
statements;
Significant changes to accounting policies;
Significant weakness found in the design and
implementation of internal control;
Method used in accounting, reporting and the
impacts of extraordinary significant transaction on
financial statements;
Any fraud or its indication and any incompliance
with the applicable laws and regulations, made by
the management or employees which created
material errors in the Bank’s financial statements;
Significant audit correction;
Procedures followed by the auditor to examine an
annual report with unaudited financial statements;
Disagreement with the management on accounting
standards, scope of audit, financial statements
disclosure and the wordings used by the auditor in
its audit report;
Different opinion between the management and
external auditor concerning consultation with any
other external auditor;
Difficulties found while carrying out an audit.
- Together with the Board of Commissioners, the Board
of Directors and external auditor in the review of the
following matters:
Bank financial statements and the notes to financial
statements prior to its publication;
Audit report prepared by external auditor on the
Bank’s annual financial statement and opinion and
recommendation proposed by external auditor;
Important findings and recommendation proposed
by external auditor and monitor the follow-up on
such recommendation by the Board of Directors;
- Audit Committee evaluate the qualification,
performance and independency of external auditor
concerning the partner assigned on audit jobs by the
CPA, receive recommendation from the management
and Internal Audit Unit concerning the performance of
such external auditor;
15 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- Having discussion with the Board of Commissioners
and the Board of Directors and external auditor to gain
understanding on the considerations concerning the
accounting standard designation and its application;
- Ensure adequate disclosure of the accounting
standards;
c. Evaluate Non-Audit Services To maintain the external audit independency, Audit
Committee shall evaluate it prior to pre-approval of non-audit
services to be assigned to external auditor who perform
auditing. Such non-audit services which may weakened
external auditor independency are:
1. Bookkeeping or any other services in relation with the
Bank accounting or financial statements;
2. Design and implementation of financial information
system;
3. Valuation or opinion services on fairness;
4. Actuarial;
5. Internal audit outsourcing;
6. Management or human resources function;
7. Arranger;
8. Legal services and any other non-audit services;
9. Tax consultation services;
10. Any other services pursuant to the applicable laws and
regulations and Bank Indonesia regulations.
The steps must be taken by the Bank management to obtain
pre-approval is as follows:
1. The Board of Directors submit in writing to the Board of
Commissioners concerning details on the services and the
assignment to be performed by CPA;
2. Audit Committee evaluate and analyse any non-audit
services assignment to be performed by CPA therefore any
harmful assignment or conflict of interest can be avoided.
3. Audit Committee may approve such non-audit services
only if the evaluation results did not contain any harmful
assignment to the CPA independency or conflict of
interests,
Pre-approval for such non-audit services may be excluded, if
the valuation of all non-audit services is below 5% (five
percent) of the total audit fee payable by the Bank to the CPA
in the fiscal year when such non-audit services were
performed.
16 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
d. Overseeing Internal Control Audit Committee and Internal Audit Unit shall perform
supervision on Bank operations in accordance with their
functions to avoid any breach against Bank Indonesia
regulations, and the applicable laws and regulations. Such
supervisions shall cover at least the following matters:
1. Audit Committee obtain periodical internal audit report
from Internal Audit Unit as input to identify internal
control weaknesses;
2. To improve the effectiveness of internal control, Audit
Committee may provide feedback to the Bank
management, in the care of the Board of Commissioners,
concerning the improvement of Internal Audit
Performance Unit performance.
3. Review and provide feedback to the Board of
Commissioners on Internal Audit Annual Action Plan,
including the scope of audit, and to ensure that such
Internal Audit Annual Action Plan cover all risk which is
harmful to the Bank operations;
4. In every each of year beginning, Audit Committee evaluate
Annual Audit Programme prepared by Internal Audit
Action Plan and the scope of audit and recommend the
evaluation results to the Board of Commissioners;
5. Review and prepare recommendation to the Board of
Commissioners on any difficulties or problems faced by
Internal Audit Unit, including problems concerning the
scope of audit and/or access to obtain necessary
information;
6. Audit Committee shall be in coordination with Internal
Audit Unit to perform the following tasks:
- Hold a regular meeting to discuss any findings and/or
any other subject matters which indicated a weakness
of internal control, and any error on accounting
standard implementation including monitoring of
follow-up by the Bank management on such findings;
- Discuss the Bank management response on any
significant findings concerning the Bank operations
and the recommendation from Internal Audit Unit on
such findings;
- Annual monitoring on the professional code of ethics,
activities, organizational structure and the qualification
of internal audit member;
- Extend the evaluation to assess the nature, the scope,
the extent and the impact of any significant weakness
of internal control and its impact on financial
statements;
7. Assess the effectiveness and the independency of Internal
Audit Unit and evaluate its routine activities, internal
17 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
auditor assignment and the organizational structure of
Internal Auditor Unit;
8. Makes recommendation to the Board of Commissioners on
the following matters:
- Significant changes on the scope of audit from its
originally intended, including human resources and
Internal Audit Unit;
- Update on Guidance for Audit Committee;
- Compliance with the Guidance for Audit Committee;
9. Audit Committee upon request of the Board of
Commissioners may recommend the election and
termination of the Head of Internal Audit Unit;
e. Compliance with the Applicable Laws and Regulations Audit Committee and Compliance and Legal Unit in
accordance with their functions shall monitor the Bank
compliance with the applicable laws and regulations and Bank
Indonesia Regulations, at least on the following matters:
1. Monitoring through evaluation on findings, report or
examination results from Bank Indonesia, external auditor,
Compliance Unit, Internal Audit Unit, Risk Management
Unit/Risk Management Committee;
2. If there is a strong indication of a breach against the
applicable laws and regulations and Bank Indonesia
Regulations, Audit Committee shall report it to the Board
of Commissioners and recommend investigation.
f. Risk Reporting and Risk Management Implementation Audit Committee and Risk Monitoring Committee in
accordance with their function shall monitor the Bank
operations and to minimize the risk at least on the following
matters:
1. Evaluate the risk identification process and the risk
management implementation by the management;
2. Assess the risk management process and the Bank financial
control including identification and evaluation of all the
risks and its control to minimize the risk potentials;
3. Monitor and evaluate external auditor and Internal Audit
Unit performance to ensure that main control and risk
management has been included in audit plan;
4. Verify that the Bank management had follow-up all
recommendation concerning the risk and control proposed
by external auditor, Internal Audit Unit, Risk Management
Unit and Risk Management Committee.
18 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
g. Handling Third Party’s Complaint Audit Committee shall not only concern with any information
pertaining to its tasks, it shall also handle third party’s
complaint concerning accounting method, internal control and
fraud which is harmful to the Bank operations;
1. Requirements for complaint to be processed in further
consideration:
- Shall be submitted in writing
- Clearly stated the alibi and the problems concerning the
complaint.
2. Complaint handling
In handing any third party’s complaint, Audit Committee
may request Internal Audit Unit to response it accordingly.
3. Complaint handing result
If from the complaint handling results, the complaint is
proved:
- Audit Committee shall deliver the results to the Board
of Commissioners;
- Audit Committee shall monitor the response in
accordance with the complaint handling, upon request
by the Board of Commissioners.
h. Special Assignments Special assignments are non-routine assignments delegated by
the Board of Commissioners, made in writing to the Audit
Committee.
1. The Board of Commissioners delegate special
assignments, in the event of:
- There is a strong indication of noncompliance with the
applicable laws and regulations therefore the Audit
Committee, with the Board of Commissioners consent,
extend the evaluation with investigative audit to
determine the impact and the damage created from
such noncompliance. When performing such
investigative audit, Audit Committee may request
assistance from Internal Audit Unit or external auditor;
- There is third party’s report/complaint which indicated
noncompliance and/or fraud.
2. When performing special assignments Audit Committee
may:
- Evaluate all records including the Minutes of the Board
of Directors Meeting and the Minutes of the Board of
Commissioners Meeting, and any other necessary
documentation.
- Ask some question to the Board of Directors and their
staffs, the results shall be prepared in Cross-
Examination Report signed by both parties.
19 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- If necessary, perform joint investigative audit with
Internal Audit Unit or external auditor.
i. Audit Committee Performance Self-assessment Self-assessment shall be done pursuant to Bank Indonesia
regulations to assess its effectiveness when performing tasks
in accordance with the Guidance for Audit Committee in
addition to the evaluation by the Board of Commissioners on
the Audit Committee performance.
Responsibilities a. Ensure that the Bank’s financial statement is clear, transparent
and reliable.
b. Assess audit activities and its results which performed by
Internal Audit Unit or external auditor to prevent the
implementation and reporting that fall below standard.
c. Evaluate the Bank’s policies in relation to its compliance with
the applicable laws and regulations, ethics, conflict of interests
and investigation on any error or fraud, in the case of the Board
of Commissioners provide recommendation on the
improvement of the Bank internal control and its
implementation.
d. Evaluate the Internal Audit Unit Plan, reports and significant
findings.
e. Maintain communication with the Board of Directors and any
other relevant unit concerning the status, progress and latest
development on problems found in the Bank operations and
any other findings by Internal Audit Unit.
f. Ensure the Internal Audit Unit has direct access to Audit
Committee and encourage communication at any times than
the scheduled meeting;
g. Create direct communication lines with external auditor/Bank
inspector to discuss audit plan, findings or reports
B.2.1.2 Audit Committee’s Meeting and Attendance Level
In 2015, Audit Committee able to follow the schedule to convene
in meeting which accounted 17 times. The following is
information on Attendance level of Audit Committee Meeting in
2015:
Name Position Attendance
Klemi Subiyantoro Chairman 17
Rudhyanto Mooduto Member 13
Suwarta Member 10
Mermed Sueb Member 13
Ramson Sinaga Member 16
20 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.2.1.3 Independency of Audit Committee’s Members
Every nomination on potential member of Audit Committee had
been reviewed by Remuneration and Nomination Committee. The
Remuneration and Nomination Committee has determined that all
member of committee shall be independent. The qualification of
assignments and the function of Audit Committee is a subject to
the provisions stated by the Bapepam-LK, Indonesian Stock
Exchange and Bank Indonesia. All member of bjb Bank Audit
Committee is independent from the Bank Management.
B.2.2 Risk Monitoring Committee
Bank Risk Monitoring Committee is a committee established by the Board
of Commissioners to support the effectiveness of its tasks and
responsibilities performance, as referred to in Bank Indonesia Regulations
number 8/4/PBI/2006 on Good Corporate Governance for Conventional
Bank as amended by Bank Indonesia Regulation number 8/14/PBI/2006 on
the Amendment to the Bank Indonesia Regulation number 8/4/PBI/2006 on
Good Corporate Governance for Conventional Bank.
The establishment of Bank Risks Monitoring Committee for the year 2015
pursuant to the following laws and regulations:
a. Bank Indonesia Regulation number 8/4/PBI/2006 on Good Corporate
Governance implementation for Conventional Bank;
b. Bank Indonesia Regulation number 8/14/PBI/2006 dated 5 October
2006 on the Amendment to the Bank Indonesia Regulation number
8/4/PBI/2006 on Good Corporate Governance;
c. Bank Indonesia Circular number 15/15/DPNP dated 29 April 2013 on
Good Corporate Governance Implementation for Conventional Bank;
d. The Board of Commissioners Decision number 07/SK/DK/2015 dated
22 April 2015 on Assignment and Schedule of the Board of
Commissioners and Committees Activities.
The composition of Bank Risk Monitoring Committee for the year 2015 is
as follows:
a. Chairman : Rudhyanto Mooduto
b. Member : Yayat Sutaryat
c. Member : Muhadi
d. Member : Nury Effendi
e. Member : Tettet Fitrijanti
The Risk Monitoring Committee had held weekly meeting as an internal
meeting of Risk Monitoring Committee, coordination meeting with Risk
Management Unit, Audit Committee or joint meeting with any other bank
operating units in accordance with the programme and requirements.
B.2.2.1 Risk Monitoring Committee’s Tasks and Responsibilities
Pursuant to Bank Indonesia Regulation number 8/4/PBI/2006 on
Good Corporate Governance Implementation for Conventional
Bank, in which one of the Board of Commissioners tasks is to
21 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
ensure the implementation of Good Corporate Governance in
Bank operations at all levels or organizational hierarchy. To
support such activities, the Board of Commissioners shall establish
Risk Monitoring Committee. Such Committee is an operating
committee of the Board of Commissioners charged with risk
monitoring and Bank risk management policy implementation
assessment, evaluate policies improvement, Bank risk procedure
and management practice to ensure proper risk management,
especially credit risks, market risks, liquidity risks, operating risks
and any other risks against the Bank.
Pursuant to the provisions under Article 2 of Bank Indonesia
Regulation number 5/8/PBI/2003 as amended by Bank Indonesia
Regulation number 11/25/PBI/2009 on Risk Management
Implementation for Conventional Bank, the Bank shall implement
an effective risk management for the Bank in an individual manner
and the Bank in a consolidated manner with its subsidiaries, which
includes at least the 4 pillars as described below:
a. Active supervision by the Board of Commissioners and the
Board of Directors;
b. Policy, procedure and limit adequacy;
c. Identification process adequacy, assessment, monitoring and
Risks control and Risk Management information system and;
d. Internal control system across the Bank organization;
The Board of Commissioners tasks and responsibilities shall at
least include:
a. Approve risk management policies including the strategy and
the framework of risk management in accordance with the
Bank risk appetite and risk tolerance;
b. Evaluate the risk management policies and the risk
management strategy at least once a year or more frequent in
the event of changes to factors which significantly affect the
Bank business;
c. Evaluate the Board of Directors report and provide direction
on the periodical improvement and the implementation of risk
management policies. Evaluation shall be carried out to ensure
that the Board of Directors is managing the Bank activities and
risk effectively.
Risk Monitoring-Related Tasks and Responsibilities
The Risk Monitoring Committee’s Tasks and Responsibilities
include:
a. Evaluates the consistency of risk management policies and its
implementation:
1. Periodically evaluate and analyse the compliance of risk
management policies with the laws and regulations, and its
adequacy;
22 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
2. Provide recommendation to the Board of Commissioners
on necessary improvement for better risk management.
b. Monitor and evaluates the Risk Management Committee
performance and the Risk Management Unit:
1. Evaluates and analyse Bank risk profile quarterly and any
other report or any other relevant reviews and provide
recommendation on necessary improvement and
refinement;
2. Evaluate & analyse the Bank health in risk profile and
GCG section;
3. Monitor Bank identification process adequacy,
measurement, monitoring, controlling and risk
management information system.
4. Prepare and implement Risk Monitoring Committee
annual action plan in accordance with the Board of
Commissioners direction and the rules applied by the
Bank.
B.2.2.2 Risk Monitoring Committee’s Activities in 2015
Pursuant to the Guidance for Risk Monitoring Committee, below
is the 2015 action plan:
No Risk Monitoring Committee’s Activities in 2015
1 Evaluate Risk Monitoring Committee’s Activities in
2014 and determine the Risk Monitoring
Committee’s Activities for 2015.
2 Review Guidance and Rules of Risk Monitoring
Committee.
3 Evaluate adequacy of risk management
implementation, from each aspect of organization,
policies, staffs, and implementation and provide
recommendation for the Board of Commissioners.
4 Monitoring upon recommendation by the Board of
Commissioners based on the evaluation results in the
point 3.
5 Evaluate risk profile, and report and make
recommendation based on the evaluation results to
the Board of Commissioners.
6 Analyse the Root Cause Credit Risk (RCCR).
7 Analyse liquidity & credit stress test.
8 Monitor self-assessment of Bank Health Level.
9 Review the draft changes to Conventional Bank
Credit.
10 Discuss resources development and information
technology concerning Operating Risk to better the
risk level and Bank Health Level.
23 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
11 Capacity Building of the Chairman andMember of
Risk Monitoring Committee through workshop,
seminar and benchmarking.
12 Perform any other tasks given by the Board of
Commissioners pursuant to the applicable laws and
regulation.
B.2.2.3 Risk Monitoring Committee’s Meeting and Attendance Level
In 2015, Risk Monitoring Committee had convened a meeting 19
times. The following is information on Attendance level of Risk
Monitoring Committee Meeting in 2015:
Name Position Attendance
Rudhyanto Mooduto Chairman 19
Muhadi Member 11
Yayat Sutaryat Member 9
Nury Effendi Member 14
Tettet Fitrijanti Member 18
B.2.2.4 The Independency of the Risk Monitoring Committee’s
Chairman and Members
The Chairman and member of the Risk Monitoring Committee
comprised of 2 (two) Independent Commissioners, 1 (one)
Commissioner and 2 (two) independent members.
B.2.2.5 Working Mechanism
The Risk Monitoring Committee under annual working
programme which had been prepared and approved by the Board
of Commissioners, such as monthly, quarterly and annual routine
risk monitoring, and any other activities without definite schedule
such as Chairman and member capacities building of the Risk
Monitoring Committee.
The Risk Monitoring Committee hold routine meeting which is an
internal meeting of the Risk Monitoring Committee, coordination
meeting with the Risk Management Unit, Compliance Unit or joint
meeting with Business and Credit Monitoring Committee.
B.2.3 Remuneration and Nomination Committee
The establishment of Bank Remuneration and Nomination Committee
pursuant to the following laws and regulations:
a. Bank Indonesia Regulation number 8/4/PBI/2006 dated 30 January
2006 on Good Corporate Governance;
b. Bank Indonesia Regulation number 8/14/PBI/2006 dated 5 October
2006 on the Amendment to the Bank Indonesia Regulation number
8/4/PBI/2006 on Good Corporate Governance;
c. Bank Indonesia Circular number 15/15/DPNP dated 29 April 2013 on
Good Corporate Governance Implementation for Conventional Bank;
24 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
d. The Board of Commissioners Decision number 07/SK/DK/2015 dated
22 April 2015 on Assignment and Schedule of the Board of
Commissioners and Committees Activities.
e. The Board of Commissioners Decision number 11/SK/DK/2015 dated
14 September 2015 on Guidance and Rules of Remuneration and
Nomination Committee.
The composition of Bank Remuneration and Nomination Committee for the
year 2015 is as follows:
a. Chairman : Yayat Sutaryat
b. Member : Muhadi
c. Member : Klemi Subiyantoro
d. Member : Head of Human Resources Division
B.2.3.1 Remuneration and Nomination Committee’s Tasks and
Responsibilities
Remuneration and Nomination Committee’s Tasks and
Responsibilities includes preparation and implementation annual
action plan of the Remuneration and Nomination Committee under
direction of the Board of Commissioners and the rules applied by
the Bank.
a. Remuneration policies
1. Evaluate the remuneration policies applied by the Bank.
2. Learning the applicable laws and regulations on
remuneration policies, facilities and other benefits.
3. Provide recommendation to the Board of Commissioners
concerning:
- Remuneration policies such as salary, facilities and other
benefits for the Board of Commissioners and the Board
of Directors to be presented before GM.
- Remuneration policies for executives and employees to
be presented to the Board of Directors in the care of the
Board of Commissioners.
4. Such recommendations as referred to in the point 3 are
presented with respect to:
- Financial performance and reserves adequacy pursuant
to the applicable laws and regulations;
- Individual achievement;
- Fairness among peer group;
- Bank long-term objectives and strategic consideration.
5. Provide recommendation to the Board of Commissioners
on the Bank human resources policies to be presented to
the Board of Commissioners.
b. Nomination policies
1. Prepare and provide recommendation on the system and
procedure of selection and/or replacement of Management
25 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
member to the Board of Commissioners to be presented to
Shareholders General Meeting (GM);
2. Provide recommendation on Management member
candidates to the Board of Commissioners to be presented
to Shareholders General Meeting (GM) after assessment
process;
3. Provide recommendation on independent parties
candidates for committee member to the Board of
Commissioners.
c. Self-Assessment of Remuneration and Nomination
Committee’s Performance
Carry out Remuneration and Nomination Committee annual
self-assessment in addition to evaluation performed by the
Board of Commissioners concerning the Remuneration and
Nomination Committee performance.
d. Special Tasks
1. Perform any other tasks delegated by the Board of
Commissioners within the scope of Remuneration and
Nomination tasks and responsibilities pursuant to the
applicable laws and regulations and Bank Indonesia
regulations/Financial Services Authority regulations;
2. In performing such tasks, the Remuneration and
Nomination Committee may hire any independent third
party with appropriate competencies;
3. Submit special tasks report to the Board of
Commissioners.
B.2.3.2 Remuneration and Nomination Committee’s Performance
Report
In 2015, Remuneration and Nomination Committee Report has
discussed the following matters:
a. Remuneration Policies 1. Evaluates remuneration policies;
- Documentation on the applicable laws and regulations,
company’s policies on remuneration, facilities and
other benefits;
- Monitor current remuneration system in the market of
Central/Regional State-Owned Banks, national or
foreign private bank.
2. Discuss current remuneration policies applied by the
Company.
- Management Remuneration
Discuss current remuneration policies for the
management applied by the Bank and makes
recommendation to the Board of Commissioners;
- Employees Remuneration;
26 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Remuneration policies evaluation for executives and
employees.
b. Nomination Policies 1. Discussion on the guidance/system and procedure of
management member selection and replacement;
2. Discussion on screening and recommendation on
management member;
3. Discussion on recommendation of committee member
proposed by independent party:
- Discussion on recommendation of committee member
proposed by independent party;
- Discussion on nomination of committee member.
c. Guidance and Reporting 1. Working guidance;
2. Working programme;
3. Activities report.
Any other activities within the scope of Remuneration and
Nomination Committee’s Tasks and Responsibilities.
B.2.3.3 Remuneration and Nomination Committee’s Meeting and
Attendance Level
In 2015, Remuneration and Nomination Committee had
convened/meeting 15 times. The following is information on
Attendance level of Remuneration and Nomination Committee
Meeting in 2015:
Name Position Attendance
Yayat Sutaryat Chairman 15
Muhadi Member 14
Klemi Subiyantoro Member 11
Head of HR Division Member 15
B.2.3.4 Remuneration and Nomination Committee’s Independency
Remuneration and Nomination Committee has 4 (four) members
comprised of 2 (two) Independent Commissioners, 1 (one)
Commissioner and 1 (one) ex officio bank officer which is the
Head of Human Resources Division.
B.2.4 Integrated Governance Committee
The establishment of Bank Integrated Governance Committee pursuant to
the Financial Services Authority number 17/POJK.03/2014 and Financial
Services Authority Circular number 14/SEOJK.03/2015 on Risk Integrated
Management Implementation for Financial Conglomeration. The above
Financial Services Authority regulations stated that financial
27 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
conglomeration is Financial Services Institution under a group or collective
by ownership and/or control.
The establishment of Bank Integrated Governance Committee for the year
2015 pursuant to the following laws and regulations:
a. Bank Indonesia Regulation number 8/4/PBI/2006 dated 30 January
2006 on Good Corporate Governance;
b. Bank Indonesia Regulation number 8/14/PBI/2006 dated 5 October
2006 on the Amendment to the Bank Indonesia Regulation number
8/4/PBI/2006 on Good Corporate Governance;
c. Bank Indonesia Circular number 15/15/DPNP dated 29 April 2013 on
Good Corporate Governance Implementation for Conventional Bank;
d. Financial Services Authority Regulation number 17/POJK.03/2014 and
Financial Services Authority Circular number 14/SEOJK.03/2015 on
Risk Integrated Management for Financial Conglomeration;
e. The Board of Commissioners Decision number 04/SK/DK/2007, dated
28 June 2007, on Committee Establishment and Guidance for the
Committees under the Board of Commissioners
f. The Board of Commissioners Decision number 07/SK/DK/2015 dated
22 April 2015 on Assignment and Schedule of the Board of
Commissioners and Committees Activities.
The composition of Bank Integrated Governance Committee for the year
2015 is as follows:
a. Chairman : Yayat Sutaryat
b. Member : Muhadi
c. Member : Rudhyanto Mooduto
d. Member : Aldrin Herwany
B.2.4.1 Integrated Governance Committee’s Tasks and
Responsibilities
a. The tasks and responsibilities of the Integrated Governance
Committee
1. Supervise the implementation of corporate governance by
every Financial Services Institutions in compliance with
the Integrated Governance Policies;
2. Provide Recommendation to the Parent Entity Board of
Commissioners on the performance of Parent Entity
Board of Directors in compliance with the Integrated
Governance Committee Policies and follow-up of audit
results by internal and external parties;
3. Evaluate the Integrated Governance Committee Policies
implementation;
4. Evaluate and analyse integrated governance report
submitted by the Board of Directors and any other
reports;
5. Prepare and implement annual action plan of the
Integrated Governance Committee pursuant to the Board
28 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
of Commissioners direction and the rules applied by the
Bank.
6. Prepare annual working programme;
7. Prepare evaluation results report and makes
recommendation to the Board of Commissioners at least
1 times in every quarter.
b. Special tasks
1. Perform any other tasks delegated by the Board of
Commissioners within the scope of Integrated
Governance Committee’s Tasks and Responsibilities
pursuant to the applicable laws and regulations and Bank
Indonesia regulations/Financial Services Authority
regulations;
2. In performing such tasks, the Integrated Governance
Committee may hire any independent third party with
appropriate competencies;
3. Submit special tasks report to the Board of
Commissioners.
B.2.4.2 Integrated Governance Committee’s Performance Report
In 2015, Integrated Governance Committee Report has
performed the following activities:
1. Coordination with Compliance and Risk Management
Directorate;
2. Provide feedback to the Board of Commissioners;
3. Monitor progress report on the implementation of integrated
governance and integrated risk management by the Bank.
B.2.4.3 Integrated Governance Committee’s Meeting and Attendance
Level
In 2015, Integrated Governance Committee had
convened/meeting 5 times. The following is information on
Attendance level of Integrated Governance Committee Meeting
in 2015:
Name Position Attendance
Yayat Sutaryat Chairman 5
Muhadi Member 4
Rudhyanto Mooduto Member 5
Aldrin Herwany Member 5
B.2.4.4 Integrated Governance Committee’s Independency
Integrated Governance Committee has 4 (four) members
comprised of 2 (two) Independent Commissioners, 1 (one)
Commissioner and 1 (one) independent party.
29 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.2.5 Business and Credit Monitoring Committee
Bank Business and Credit Monitoring Committee is a committee
established by the Board of Commissioners to support the effectiveness of
its tasks and responsibilities performance, concerning Business and Credit
in particular. The establishment of Bank Business and Credit Monitoring
Committee for the year 2015 pursuant to the following laws and
regulations:
a. Bank Indonesia Regulation number 8/4/PBI/2006 dated 30 January
2006 on Good Corporate Governance;
b. Bank Indonesia Regulation number 8/14/PBI/2006 dated 5 October
2006 on the Amendment to the Bank Indonesia Regulation number
8/4/PBI/2006 on Good Corporate Governance;
c. Bank Indonesia Circular number 15/15/DPNP dated 29 April 2013 on
Good Corporate Governance Implementation for Conventional Bank;
d. The Board of Commissioners Decision number 07/SK/DK/2015 dated
22 April 2015 on Assignment and Schedule of the Board of
Commissioners and Committees Activities.
e. The Board of Commissioners Decision number 05/SK/DK/2015, dated
03 March 2015, on Guidance and Rules of the Business and Credit
Monitoring Committee.
The composition of Bank Business and Credit Monitoring Committee for
the year 2015 is as follows:
a. Chairman : Rudhyanto Mooduto
b. Member : Muhadi
c. Member : Agus Hery Subagyo
d. Member : Usman
B.2.5.1 Business and Credit Monitoring Committee’s Tasks and
Responsibilities
Tasks
Business and Credit Monitoring Committee tasks are:
a. Monitor Bank policies, business and credit
b. Any other tasks delegated by the Board of Commissioners
Responsibilities
In performing their tasks, Business and Credit Monitoring
Committee report to the Board of Commissioners. The member
of Business and Credit Monitoring Committee shall not disclose
any confidential information pursuant to the applicable laws and
regulations.
The member of Business and Credit Monitoring Committee in
performing their tasks shall follow Bank ethics standard and shall
not abuse their power for personal gain either directly or
indirectly from any Bank activities other than honorarium and/or
other benefits in accordance with the applicable laws and
regulations.
30 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.2.5.2 Business and Credit Monitoring Committee’s Performance
Report
Pursuant to the Guidance for Business and Credit Monitoring
Committee, in 2015 the following action plan had been realized:
No Business and Credit Monitoring Committee’s
Activities Programme in 2015
1 Evaluate Business and credit policies, and provide
recommendation to refine and develop policies on
business and credit.
2 Supervise and monitor business and credit process.
3 Review and monitor credit performance of Branch Office.
4 Site visit any Branch Office which suffered losses.
5 Prepare analysis report on the causes of losses in such
Branch Office and the recommendation to mitigate the
losses.
6 Review and monitor the performance of relevant credit
Division.
7 Review and monitor NPL & CKPN of relevant Branch
Office and Division and provide recommendation on its
solutions.
8 Review and monitor funding performance by relevant
Branch Office and Division.
9 Review and monitor CASA of relevant Branch Office and
Division and provide recommendation to lower the cost of
funding.
10 Evaluate fee based income performance of relevant
Branch Office and Division and provide recommendation
on its improvement.
11 Review and monitor OPEX of relevant Branch Office and
Division and provide recommendation on operating cost
efficiency improvement.
12 Prepare periodical report of all the above activities to the
Board of Commissioners.
B.2.5.3 Business and Credit Monitoring Committee’s Meeting and
Attendance Level
In 2015, Business and Credit Monitoring Committee had convened
a meeting 23 times. The following is information on Attendance
level of Business and Credit Monitoring Committee Meeting in
2015:
Name Position Attendance
Rudhyanto Mooduto Chairman 23
Muhadi Member 14
Agus Hery Subagyo Member 23
Usman Member 23
31 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.2.5.4 Business and Credit Monitoring Committee’s Independency
The Business and Credit Monitoring Committee has 4 (four)
members comprised of 2 (two) Independent Commissioners, 1
(one) Commissioner and 2 (two) independent parties with
expertise in finance from their working experience in banking
sector.
B.3 Implementation of Compliance, Internal Audit and External Audit Function
B.3.1 Compliance Function Implementation
B.3.1.1 Compliance Function
Compliance Function Implementation by the Bank is pursuant to
Bank Indonesia Regulation number 13/2/PBI/2011 on Compliance
Function Implementation by Conventional Bank. In accordance
with the provisions under such Bank Indonesia Regulation, the
Board of Directors shall ensure the implementation of Bank
Compliance Function. In addition, the Bank shall have the Board
of Directors who implement Compliance Function as follows:
a. The Function of Director who implement Compliance
Function
Create Compliance Culture at all Bank organizational
levels and business;
Manage the Bank exposure to Compliance Risk;
Ensure that the policies, provisions, systems and
procedures and business of the Bank had complied with the
applicable laws and regulations, including Sharia
Principles for Sharia Conventional Bank and Sharia
Business Units; and
Ensure the Bank compliance with the commitment made
by the Bank to Bank Indonesia and/or any other authorities.
b. The tasks and responsibilities of the Director who implement
Compliance Function, shall at least including:
Strategy formulation to support the creation of Bank
Compliance Culture;
Propose compliance policies or compliance principles to
be determined by the Board of Directors;
Determination of compliance system and procedure to be
used in the preparation of Bank internal provisions and
guidance;
Ensure that all policies, provisions, systems and
procedures, and business activities of the Bank had
complied with Bank Indonesia regulations and the
applicable laws and regulations, including Sharia
Principles for Sharia Conventional Bank and Sharia
Business Units;
Minimize the Bank Compliance Risk;
Perform preventive action in order to maintain the policies
and/or decisions making by the Bank Director or foreign
32 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Branch Office Head in compliance with Bank Indonesia
regulation and the applicable laws and regulations;
Perform any other related tasks of Compliance Function.
The tasks and responsibilities as stated above does not release
the rights and obligations of the Director who implement
Compliance Function in the capacities as member of the Board
of Directors pursuant to the provision under Act on Limited
Liabilities Company, in any case which is a subject to approval
by all member of the Board of Directors.
B.3.1.2 The Tasks and Responsibilities of Compliance Unit
The tasks and responsibilities of Compliance Unit to ensure the
implementation of Compliance Function shall at least including:
a. Taking actions to create Compliance Culture in all Bank’s
Business at all levels of organization;
b. Identification, measurement, monitoring and control
Compliance Risk and pursuant to Regulator provisions on the
Implementation of Risk Management by Conventional Bank;
c. Assess and evaluate the effectiveness, adequacy and
appropriateness of policies, provisions, systems or procedures
applied by the Bank in accordance with the applicable laws and
regulations;
d. Review and/or recommend update and refinement of policies,
provisions, systems or procedures applied by the Bank in
accordance with the Regulator provisions and/or the applicable
laws and regulations;
e. Ensure the Bank’s compliance with the commitment made by
the Bank to and/or any other authorities;
f. Monitor policies, systems, procedures, and Bank business in
accordance with the Regulator provisions and the applicable
laws and regulations;
g. Perform monitoring on internal compliance and compliance
with any changes to the applicable laws and regulations and
regulator provisions and inform the Bank management and all
relevant Division/Unit on such statutory changes;
h. Review the policies and procedures draft proposal by
Division/Unit on Bank business;
i. Review procedures and policies system monitoring in each
relevant Division/Unit pursuant to the implementation of
Corporate Governance;
j. Manage Anti-Money Laundering and Counter Terrorism
Financing programme, Gratification Control Programme,
Whistle Blower System and Government Officials Assets
Disclosure;
k. Monitor compliance with Anti-Money Laundering and
Counter Terrorism Financing programme, Gratification
33 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Control Programme, Whistle Blower System and Government
Officials Assets Disclosure;
l. Propose Anti-Money Laundering and Counter Terrorism
Financing programme in writing to the Board of Directors;
m. Evaluate compliance aspect analysis results pursuant to the
Bank internal regulations such as Decision, Circular and any
other instruments in accordance with the Bank official
documents management which constitute decision and
regulations in effect or in drafting stage;
n. Ensure and monitor the Bank compliance with the
commitment made by the Bank to and/or any other authorities;
o. Develop and monitor Quality Assurance (QA) function in all
Bank business at all levels of organization;
p. Monitor integrated procurement;
q. Develop tools/means to improve compliance culture;
r. Coordinating the preparation, development and application of
policies and/or guidance to support the success of Compliance
Unit management process;
s. Prepare, coordinating and propose Compliance Unit working
programme to the Director in charge with the oversight and
control of budget utilization for the Compliance Unit
accordingly to the programme;
t. Supervise and improve the quality of Compliance Unit staff
concerning their performance effectiveness;
u. Develop and facilitate communication with other
Division/Unit, Regional Office, Branch Office in performance
and activities management of the Compliance Unit;
v. Implement risk management in Compliance Unit;
w. Implement due diligence principles and compliance with
regulator provisions and the applicable laws and regulations,
and any other internal rules;
x. Monitor Compliance Unit overall performance pursuant to the
applicable laws and regulations;
y. Socialize Bank internal regulations and any other provisions
within the scope of its tasks and responsibilities;
z. Coordinating in gathering relevant data/documentation
concerning internal and external assessment pursuant to the
applicable laws and regulations and the limit of authority
granted by the Board of Directors.
aa. Coordinating in the follow-up actions concerning external
assessment findings pursuant to the limit of authority granted
by the Board of Directors.
In the implementation of Compliance Function, the Compliance
Director helped by the Compliance Function in charge with
responsibilities to take any necessary actions which support the
creation of compliance culture in all Bank business and at all levels
of organization, which may be carried out through:
34 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
a. Monitoring of Bank commitment fulfilment on findings by the
Financial Services Authorities and/or any other authorities;
b. Review current relevant policies and procedures of Bank
business based on new provisions effected by the relevant
institutions, based on the proposal submitted by the relevant
unit or based on the initiative proposed by the Compliance
Unit;
c. Review the draft on policies and procedures concerning Bank
business proposed by the relevant unit;
d. Recapitulate and monitor the Reporting to be submitted to the
Bank Management and/or Financial Services Authority;
e. Compile both internal and external rules from database
inputted by Development and Evaluation Group and socialize
the rules to every Divisions/Unit of Regional Offices and
Branch Offices;
f. Implement socialization Compliance Culture both through
employees education and training programme or by site visit
to every Regional Offices;
g. Coordinating with KPK (Corruption Eradication Commission)
in the implementation of Gratification Control and
Government Officials Assets Disclosure within the Bank
organization;
h. The implementation of reporting/complain on any breach
against the rules (whistle blower system);
i. Review operating/non-operating sections which require new
compliance/evaluation sheet to replace the existing sheet.
In its business, the Bank had complied with the regulator
provisions on capital adequacy ratio, credit requirements,
liquidity, and Anti-Money Laundering and Counter Terrorism
Financial Programme.
Compliance Aspects Bank
Achievement
Standard
(statutory)
Capital Adequacy Ratio
(CAR) requirements 14.37% ≥8%
Over/Breach Credit Limit None Prohibited
Non-Performing Loan
(NPL) 2.91% ≤5%
Minimum Mandatory
Primary Reserves Ratio 10.49% ≥7.5%
Minimum Mandatory
Secondary Reserves Ratio 10.49% ≥4%
Mandatory Reserves Ratio
in Foreign Currency 8.38% ≥8%
Net Foreign Exchange
Position 0.45% ≤20%
35 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.3.1.3 Anti-Money Laundering and Counter Terrorism Financing
Programme
The implementation of Anti-Money Laundering and Counter
Terrorism Financing Programme (AML-CFT) is a continuous
program to fulfil the obligation under Act 8 of 2010 on Prevention
and Eradication of Money Laundering, Bank Indonesia
Regulation number 14/27/PBI/2012 dated 28 December 2012 on
the implementation of Anti-Money Laundering and Counter
Terrorism Financing by Conventional Bank and Bank Indonesia
Circular number 15/21/DPNP/2013 dated 14 June 2013 on the
Implementation of Anti-Money Laundering and Counter
Terrorism Financing Programme by Conventional Bank.
In 2015, as commitment to the AML-CFT, the Bank had
completed the following activities:
a. Monitor potential high-risk transactions and deep analysis to
every suspicious transaction;
b. Monitor cash transaction at certain limit to be reported to the
Financial Transaction Report and Analysis centre (PPATK);
c. Monitor fund transfer to and from offshores which shall be
reported to the PPATK;
d. Coordinating reporting with other unit on Suspicious
Transaction Report and Cash Transaction Report and Fund
Transfer to and from Offshore which are mandatory reporting
to the PPATK;
e. Maintain and monitor customer report on list of high-risk
people or entities issued by both national and international
authorities;
f. Monitor any customer who is suspected or convicted in a
criminal case by authorities by means of monitoring mass
media or any other official information sources;
g. Monitor customer data update by all Units and Branch
Offices;
h. Comply with the AML-CFT regimes prior to Bank
correspondence with any other bank;
i. Review any feedback or opinion on Bank activities or new
products with respect to the AML-CFT programme prior to
the launching of such activities or product;
j. Implement socialization through Bank employees education
and training on AML-CFT for better understanding of AML-
CFT implementation in the relevant unit, and for better
understanding on money laundering risks and terrorism
financing;
k. Coordination in the procurement and development of AML-
CFT application installed by the Bank in accordance with the
growing number in customers, activities, and transactions.
l. Coordinating and monitor the AML-CFT programme
implementation with the relevant customer contact points
unit.
36 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
AML-CFT programme implementation in 2015 in number is as
follows:
Activities Number
Cash transaction report 15,222 Reports
Suspicious Transaction report 90 Reports
Cash Transaction to and from Offshores 32,267 Reports
Correspondence with relevant authorities
concerning AML-CFT 81 Correspondences
Review on AML-CFT 5 Reviews
Questionnaires with correspondence bank 24 Banks
Monitoring on employees participating in
AML-CFT training 1,687 Employees
B.3.2 Internal Audit Function
Based on current organizational structure which has been effected by
the Board of Directors under the Board of Directors Decree number
621/SK/DIR-PS/2015 dated 1 July 2015 on Organizational Structure of
PT. Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk., Internal
Audit Division under the command line of Managing Director and
within coordination line of Audit Committee.
In accordance with the Board of Directors Decision number
728/SK/DIR-DAI/2014 dated 10 November 2014 on Audit Charter
which explain the vision, missions, functions, tasks and responsibilities
of Internal Audit Division in performing Internal Audit activities.
The number of Internal Audit Division of 2015 with the following
details:
37 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
No Position Number
1 Division Head 1
2 Section Head 8
3 Manager 5
4 Senior Officer 1
5 Officer 12
6 Junior Staff 17
TOTAL 44
Internal Division Head owned Qualified Internal Auditor (QIA),
Certified Internal Compliance & Financial Crime of Manchester
Business School & Risk Management Level 5 and some Internal Audit
Division employees had participated in certification such as follows:
No Certification Number
1 Certified Information System Auditor (CISA) 3
2 Certified Fraud Examiner (CFE) 2
Based on the monitoring by SDQA Group, the following table
summarize the examination by Internal Audit Division:
No Certification Realization
1 24 Branch Offices 23 Branch Offices
2 3 Division 3 Division
3 4 Information Technology Application 5 Information Technology Application
4 0 Unscheduled Audit 14 Special Examination
SKAI had updated SPFAIB which had been effected by the Board of
Directors and approved by the Board of Commissioners under the Board
of Directors number 729/SK/DIR-AI/2014 dated 10 November 2014 on
Internal Audit Function Standard Operating Procedure of PT. Bank
Pembangunan Daerah Jawa Barat dan Banten, Tbk.
Auditor team examined branch offices & provide recommendation for
future process improvement and disseminate the information to the
relevant Division.
B.3.3 Implementation of External Audit Function
External audit function is an independent party in the preparation of Bank
financial statement (transparent condition) to better its quality and accuracy.
Each year the Bank financial statement is audited by an Independent
Certified Public Accountant (CPA). The CPA is appointed according to the
recommendation by Audit Committee pursuant to the applicable laws and
regulations, that one CPA may be appointed to audit a Bank annual
financial statement only for 5 (five) audits in a row. Other requirements are
the CPA must be registered with Bank Indonesia and meet the criteria under
Bank Indonesia Regulation, as of 29 February 2012 the number of CPA
hired by the Bank to perform audit are registered with Bank Indonesia their
number D-3732, D-6646, D-9733, D-41263.
38 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Auditor Independent perform audit in accordance with public accounting
professional standard to ensure that the Bank financial statement were
prepared pursuant to the applicable Financial Statement Standard. The
scope of audit is comprehensive and includes all aspects concerning
policies, operations, information technology, verification and other.
CPA appointment has obtained prior agreement in GM (General Meeting)
and granted power of attorney to the Board of Commissioners in CPA
appointment pursuant to the recommendation by Audit Committee (Bank
Indonesia Regulation number 8/4/PBI/2006 on Good Corporate
Governance for Conventional Bank as amended by Bank Indonesia
Regulation number 8/14/PBI/2006 on Good Corporate Governance for
conventional bank).
In accordance with the applicable laws and regulations the Bank opted Ernst
& Young Independent Auditor (Purwantono, Sungkoro & Surja) (Indonesia
Stock Exchange Building Tower, 2.7th floor Jalan Jenderal Sudirman Kav
52-53 Jakarta 12190, Indonesia) to audit the 2015 Bank financial statement.
Such appointment was entered into an agreement number
0298/PSS/10/2015.
The agreement stated that the management responsibilities in Consolidated
Financial Statement shall be reflected in audit result which included in
Management Letter in which stated all issues and disadvantages of Bank
internal control, Accounting Standard and any other significant subject, also
recommendation and advise on improvement.
The scope of findings pursuant to the Financial Services Authority
Regulation number 6/POJK.03/2015 on Bank Financial Statement
Transparency and Publication.
The following table listed the CPA hired by the Bank:
No
Certified Public Accountant PIC
(Partner in Charge) International Indonesian Affiliate
2015 Ernst & Young Purwantono, Sungkoro & Surja Sinatra
2014 Ernst & Young Purwantono, Sungkoro & Surja Sinatra
2013 Ernst & Young Purwantono, Sungkoro & Surja Benyanto Suherman
2012 Ernst & Young Purwantono, Sungkoro & Surja Benyanto Suherman
2011 Ernst & Young Purwantono, Sungkoro & Surja Drs. Hari Purwantono
2010 Ernst & Young Purwantono, Sungkoro & Surja Drs. Hari Purwantono
2009 Ernst & Young Purwantono, Sungkoro & Surja Drs. Hari Purwantono
2008 Pricewaterhousecoopers Haryanto Sahari & Partners Lucy Luciana Suhenda
39 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.4 Implementation of Risk Management and Internal Control System
B.4.1 Credit Risk
To ensure the compliance of Bank policies and procedures on credit, the
Bank has established Bank Credit Policies as guidance and Standard
Operating Procedure in credit activities.
The Bank implements a strict process in every drafting or amendment of
internal Bank provision. Such drafting or amendment to the Bank Credit
Policies, guidance and SOP of credit activities is hierarchical range from
technical level to the Board of Directors approval. The Bank also has
standard procedure of SOP drafting to maintain its quality. Each drafting or
amendment to the Bank Credit Policies shall passed from joint discussion
of the relevant units to ensure its compliance on risk identification and
mitigation and the applicable laws and regulations.
The Bank currently intensively refining its model concerning risk appetite
and risk tolerance in view of its capital availability and credit target. The
risk appetite is the levels and the types of the risk bearable by the Bank to
get its target. Risk tolerance is the levels and the types of the risk bearable
by the Bank to the maximum. Such risk tolerance provides the Bank
reliability in risk taking.
Concerning the limit of authority on credit, currently the Bank implement
credit mechanism in a hierarchy in accordance with the risk level as
reflected from the ceiling of each credit facility application.
B.4.1.1 Identification Process Adequacy, Assessment, Monitoring, and
Risk Management, and Risk Management Information
System
In performing credit analysis, the Bank has implement
identification process concerning any inherent potential risks.
Such identification process is optimized by the establishment of
special unit to further review and analyse the inherent risk
potentials of each credit facilities application.
To identify the Credit Risk, an independent review has been
developed by the Bank to analyse credit portfolio, Non-Performing
Loan (NPL), Credit Cost and the prediction of credit quality in
consideration of the available supporting infrastructure.
In risk assessment, the Bank has developed the Credit Risk model
in the form of Internal Credit Risk Rating (ICRR) and Internal
Credit Risk Scoring (ICRS) which applied to all credit activities.
The rating and scoring implemented by the Bank is as follows:
a. Non-Retail Credit Rating:
- Construction Company Rating
- Corporate Rating
- Construction SME Rating
- SME Rating
b. Retail Credit Rating
- Primary Micro Credit Scoring
c. Consumptive Credit Rating
40 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- Guna Bakti Credit Product Rating
- Home Loan Credit Scoring
ICRR is the tool used to assess credit risks by providing prediction
of default possibilities for every debtor in accordance with their
credit facilities. ICRR systematically classified the
entity/corporate risk into several classes (grading or rating). ICRR
used to determine the rating of each debtor which reflected their
Probability of Default (PD). Debtor with the best rating has zero
Probability of Default. The lower the credit rating, the higher its
Probability of Default level, known as exponential default rate
curve.
The debtor rating are stated with a unique code for 20 different
rating as follows:
Rating Description
AAA Outstanding
AA+ Strong
AA Strong
AA- Strong
A+ Good
A Good
A- Good
BBB+ Average
BBB Average
BBB- Acceptable
BBB Average
BBB- Average
BB+ Acceptable
BB Acceptable
BB- High Risk
B+ High Risk
B Watch List
B- Watch List
CCC+ Special Mention
CCC Special Mention
CCC- Substandard
D Doubtful
Using ICRS the Bank process the credit much better, objective
and according to standard in timely manner.
Bank had prepared the plan to improve the rating system which
constitute a component in the methodology of Credit Risk
identification and assessment and had developed scoring system
in the credit process, for a massive one in particular.
As another form of Credit Risk assessment, the Bank had
estimated the expected loss and unexpected loss. Expected Loss
41 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
(EL) is estimated statistical loss average from prevalence cases.
EL obtained by calculation of Exposure at Default (EAD), Loss
Gross Default (LGD) and probability of default (PD), it is
estimated from the historical probability default data. Whereas
Unexpected Loss (UL) is a deviation of loss average. UL obtained
from historical volatility of default data.
The Bank also had developed periodical risk monitoring process
in the form of Root Cause of Credit Risk (RCRR) and it is
distributed to all the Board of Directors and all relevant Units. The
contents of such Root Cause of Credit Risk (RCCR) concerning
portfolio development analysis and its credit quality, and the level
of credit concentration by economic sectors, geographical regions,
or major debtors. Through this report the Bank develop periodical
identification mechanism to identify any poor quality potential of
a credit portfolio as input in the preparation of strategy on risk
management. Thereby any credit portfolio which posed some
potentials to perform poorly can be managed from the outset to
provide Early Warning Signal (EWS) for the Bank.
The Bank periodically perform stress test analysis which include
several significant scenarios such as:
a. Portfolio Centration Stress Test (Specific Market Crisis)
Stress test calculation by portfolio concentration approach
used to calculate Probability of Default (PD) as a result of
credit poor collectability in foreign currency (USD).
b. Macro-Economy Stress Test (General Market Crisis)
Stress test calculation using macro-economic analysis used to
identified Probability of Default (PD) as a result of foreign
currency exchange rate fluctuation USD/IDR, reference
interest rate changes, and inflation rate fluctuation.
Whereas the stress test output are NPL, profit and loss and CAR
at the time of such stress condition in effect.
B.4.1.2 Internal Control System Across Organization
The Bank implements internal control system in relation to credit
risk management in compliance with Bank Indonesia Circular
Number 13/23/DPNP dated 24 October of 2011 on the
Amendment to the Bank Indonesia Circular Number 5/21/DPNP
on Risk Management Implementation by Conventional Bank. In
practice, internal control system implemented by the Bank in
relation to Credit Risk includes the following implements:
a. Compliance with the requirements provided under credit
policies, guidance and procedures;
b. Review by an independent unit on credit policies, guidance and
procedures;
c. Review on the risk assessment method used by the Risk
Management Unit which includes assessment on method and
assumption appropriateness used in risk assessment;
42 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
d. Review on Bank compliance with internal and external
provisions on credit.
Concerning internal control optimization, the Bank had defined
clearly the function of business units and the unit which perform
internal control therefore the Bank implements segregation of duty
and dual control in making credit decision. Internal control in
Credit Risk management also includes periodical monitoring by
the Board of Commissioners and the Board of Directors by Risk
Management Unit reporting or the establishment of Risk
Management Committee (RMC) which member composition
comprise of the Board of Directors and the relevant executives.
Risk Monitoring Committee (RMC) meeting held periodically to
monitor the development of Credit Risk exposure development in
accordance with the latest development.
B.4.2 Market Risk
Market Risk is the risk which arise from the portfolio in the balance position
and administrative account including derivative transaction, as a result of
condition changes across the market, including the risk pose by option price
change. Market risk components includes:
a. Interest rate risk is the risk of financial instruments price change from
its trading book position as a result of risk sensitivity action (risk factor)
of each instrument or as a result of economic value of equity of the Bank
from banking book activities as a result of interest rate change;
b. Interest rate risk classification includes repricing risk, yield curve risk,
basis risk and optionality risk;
c. Foreign Exchange Risk is the risk as a result of foreign currency open
position value change under trading book classification or as a result of
the Bank net reserves in foreign currencies (banking book) which
exposed to the risk of foreign exchange.
Market Risk is related with action/change on the interest rate and/or foreign
exchange rate which have some negative impacts on the Bank financial
position such as its capital ratio. In general, market risk management has 2
parts, they are trading book and banking book. The source of trading book
risk is dealing room activities of Treasury Division as a result of Bank
exposure to interest rate or foreign exchange rate.
The source of banking book risk is any change to the Bank portfolio
structure and administrative account balance as they are sensitive to any
action on interest rate which affect the net income from interest and as a
result of any change to the Bank portfolio structure and administrative
account balance as there are sensitive to any action on foreign exchange rate
as reflected from the Bank Net Foreign Currency Reserves Position.
B.4.2.1 Internal Control System Across Organization
The Board of Commissioners and the Board of Directors are
responsible for the effectiveness of the Market Risk Management
43 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Implementation by the Bank. In relation to the tasks and
responsibilities of the Board of Commissioners and the Board of
Directors on active monitoring, they shall at all times obtain
information on risk management implementation and evaluation
concerning the Bank exposure to the Market Risk, daily limit
monitoring and any actions taken by risk taking unit with
emphasize on over limit.
In such monitoring tasks, the Board of Commissioners helped by
the Bank Risk Monitoring Committee (RMC) which periodically
perform monitoring in coordination with the Risk Management
Unit. Such coordination use media as risk monitoring report
prepared by the Risk Management Unit submitted to the Risk
Monitoring Committee or in meeting. Such meeting discusses the
implementation of risk management by the Bank including the
implementation of risk tolerance assessment, material risk profile,
and methodology requirements and evaluation and/or Market Risk
assessment tools used by the Risk Management Unit.
Monitoring by the Board of Directors treasury is periodical
treasury limit monitoring to identify whether there is a breach limit
and to approve new limit or limit change. Discussion on market
risk management is on the Bank pricing and assets and liabilities
structure is a subject in ALCO (Asset & Liability Committee)
Meeting whereas discussion on Market Risk exposure discuss in
the Risk Management Committee meeting. In compliance with the
market risk management policies on breach limit escalation stage,
each breach limit will be informed and approved in the event an
abnormal condition found by the Risk Management Committee
(RMC). Such Market Risk Management were prepared in the form
of policies, procedure, risk limit and any other decisions in relation
to the Market Risk. The Bank Market Risk and risk appetite is
evaluated periodically or at any time necessary in accordance with
the Bank business strategic environment.
B.4.2.2 Requirements on Limit Policies, Procedures and
Determination
Concerning dynamic Market Risk Management, Risk
Management unit periodically update and evaluate the policy and
guidance of the Bank risk management. The Market Risk
Management Unit periodically evaluate the guidance on market
risk limit assessment and discussion with risk taking unit (Treasury
Division) and the result submitted to the Board of Directors for
approval.
Concerning limit determination evaluation by the Dealing Room
Treasury and ALM submitted by the Treasury Division, Risk
Management Unit evaluate the limit with the Methodology under
the Bank risk management guidance. The limit of the treasury
portfolio level is evaluated at least once a year or more often in the
event of market price volatility movement or business plan risk
44 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
taking unit change. Such analysis evaluation is at least containing
information on the background of any limit change, present
condition, the basis used in limit change calculation, compliance
with the applicable regulation and its implication on capital.
B.4.2.3 Requirements on the Process of Identification, Assessment,
Monitoring, and Risk Control, and Risk Management
Information System
Concerning the implementation of Risk Management by
identification, assessment, monitoring and Risk control process,
and Risk Management information system for any Market Risk as
referred to in the Bank Indonesia Circular Number 13/23/DPNP
dated 25 October of 2011, the Bank implement the following risk
management:
a. Market Risk Identification
Market risk identification process including identification of
new product characteristics, identification of market risk
sources and its implication on the transaction by the Dealing
Room Treasury. The adjusted risk identification process to the
Market Risk is inherent on the Bank business activities which
includes the risk related to the interest rate such as repricing
risk, yield curve risk, basis risk and optionality risk, and
concerning foreign exchange risk it is reflected from the
severity of transactional exposure. Risk Management Unit also
review or evaluated the product or activities which exposed to
the market variables movement.
b. Market Risk Assessment
When Treasury Division portfolio management skip the risk
consideration and assessment it will expose the Bank to losses
beyond amount the Bank can tolerate. One way to manage such
intolerable risk is the implementation of risk tolerance or
transaction limit policy. Any limit that will be determined by
the Treasury Division as the risk taking unit shall be submitted
to the Risk Management Unit for review and assessment. Such
policy is implemented to provide the Bank with better
understanding on any risk exposure and how to manage it.
Limit determination shall comply with the following criteria:
Treasury Division as risk taking unit periodically implement
“trading” and “hedging” as a part of treasury business
management process such as treasury trading in particular. In
the context of this limit-based risk, the limit in concern is any
limit related to Treasury activities. The components of Limit
determination process is as follows:
1. Business plan
- Business plan stated the purpose of the limit in concern,
target market, expected income and capital
45 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
requirement. The plan qualified the limit, such as
“trading” or “hedging” limit;
- Limit application identify the currency and specific
market risk exposure against the target of the business
unit.
2. Capital requirements and projected income
- Treasury Division request advise from the Risk
Management Unit in the assessment of capital
allocation requirements to mitigate any possible risk;
- Treasury Division prepare projected income in relation
to the limit in concern. Such projection will provide the
Board of Directors better understanding in the decision
making on limit approval.
3. Historical utilization
Treasury Division provide trend market outlook in
relation to the historical utilization on risk exposure or
applicable limit.
The procedure of treasury business unit limit assessment
includes consideration on several aspects on risk potentials.
The components of limit assessment is as follows:
1. Market risk sensitivity factor
Each treasury activities has inherent risk in which the
process in risk assessment shall be based on the risk
sensitivity which is inherent on the treasury transaction
activities. The market risk sensitivity factors include PV01,
duration and transaction volatility.
2. Data reliability
Data reliability in statistical analysis and risk assessment
ensure valid and reliable output which provide the Bank
with foreseeable risk exposure inherent in its activities.
Such historical data is any data which is relevant to support
the risk limit assessment.
3. Value at risk assessment
Value at risk model (VaR) used to measure and analyse any
risk inherent in the treasury transaction comprehensively
and empirically. For example, value at risk to assess budget
loos of the trading treasury transaction. In addition, this
model assess the worst case scenario the Bank can be
exposed to within a specific period under normal market
condition and level of confidence.
Market risk management strategy implemented by the Bank
include the system and procedure which methods are Mark to
Market, Value at Risk (VaR), Stress Testing, Repricing Gap &
Duration Gap Model or any other methods to obtained
periodical fair exposure value, and to provide the right
platform to assess the risk position.
46 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
At present, the Bank implement the method which enable it to
assess the risk of foreign exchange rate using Exponential
Weighted Moving Average (EWMA) which supported by
fundamental analysis and historical simulation to assess the
risk level of foreign exchange rate as reflected from the Net
Reserves in Foreign Currencies. The Bank also had developed
risk assessment model of interest rate using the methodology
which can assess the risk of interest rate against any portfolio
assets and liabilities which is case sensitive to any interest rate
change and to determine the risk against the Bank using
Repricing Profile, Duration GAP and Economic Value of
Equity (EVE). Any loss potentials assessment either related to
interest rate and foreign exchange rate against treasury
transaction can be assessed by VaR historical simulation under
a system (OPICS Risk) or manually. Internal VaR historical
simulation assessment can be performed by periodical back
testing Var vs profit/loss treasury.
c. Market Risk Monitoring
Risk management activities in the process of business
activities monitoring performed is as follows:
1. Person In Charge (PIC) whose function is to implement the
trading book market risk management process by
monitoring daily treasury limit, such as GWM, open
position, budget loss, risk sensitivity limit, etc. Concerning
achievement of effective and accurate monitoring process,
the Bank has OPICS risk system which function is to assess
the trading book risk exposure against the dealing room
treasury;
2. Risk monitoring of banking book related to foreign
exchange rate by monitoring the Net Reserves Position in
Foreign Currencies every 30 minutes and daily to maintain
the limit is tolerable by the Bank and in compliance with
the applicable regulations by the Bank Indonesia;
3. Monitoring on banking book risk related to interest rate by
Repricing GAP, Duration GAP and Economic Value of
Equity (EVE) to oversee the sensitivity of portfolio assets
and liabilities of the bank against any negative changes on
interest rate in the future;
4. Evaluate the Bank against any possible risk exposure;
5. In the event of breach limit, Risk Management Unit make
report on the breach to the Board of Directors.
d. Market Risk Control
The Bank strategy to control market risk were performed by
hedging, squaring position, back-to-back and any other way
which purpose to offset a non-profitable transaction/position
and stress testing to assess the strength of Bank financial
47 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
position just in case it is exposed to crises. In addition, the
strategy also useful to transfer the inherent risk in the Bank
dealing room treasury to the extent such risk transfer is in the
Bank risk limit. The Bank also limit or restricted any kind of
transaction or instrument by its business units and lower the
risk by implementation of maximum transaction limit or
portfolio in accordance with the Bank risk appetite.
B.4.2.3 Internal Control System Across Organization
Concerning the implementation of dynamic risk management, the
Risk Management Unit periodically evaluate the policy, procedure
and the limit on market risk. To control the market risk in the form
of policy requirements and the procedure of the Risk Management
Unit, an internal or external independent unit review the policy and
procedure implemented by the Bank.
Review and evaluation of risk assessment by the Risk
Management Unit includes:
a. Compliance with the policy, risk management process design,
information system and the risk management reporting
according to the Bank business needs, and to the applicable
regulation and best practices on risk management;
b. The method, assumption and the variables used in the risk
assessment and limit determination of the market risk;
c. Comparison between assumption used in the risk assessment
method and the observed/actual condition;
d. Comparison between the determined limit with the
observed/actual exposure;
The review by the Risk Management Unit which had been
reviewed by the Internal Audit Unit is submitted to the Risk
Management Committee (RMC) to obtain approval by the Board
of Directors. The Board of Commissioners also take part in such
discussion with the help of the Risk Monitoring Committee. The
review by the Internal Audit Unit includes:
a. The reliability of risk management framework, including the
policy, organizational structure, resources allocation, risk
management process design, information system and the risk
reporting implemented by the Bank;
b. The monitoring proses performed by the Risk Management
Unit;
c. The evaluation of assessment methodology used by the Risk
Management Unit.
B.4.3 Liquidity Risk
Liquidity Risk is the risk from the Bank incapability to perform its
contractual obligation or any due liabilities. The risk is inherent with failure
on fund management and fund mismatch or fund shortage that will make
the Bank in default. Liquidity risk can be categorized as follows:
48 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Market Liquidity Risk, defined as the risk from the Bank failure to
offset its position to the market price because the market liquidity
condition is poor or there is a market disruption;
Fund Liquidity Risk, defined as the risk from the Bank failure to
liquidate its assets or to obtain funding from any other source.
B.4.3.1 Active Monitoring by the Board of Commissioners and the
Board of Directors
The Board of Commissioners and the Board of Directors is
responsible for the effectiveness of Liquidity Risk Management by
the Bank. In relation to the tasks and responsibilities of active
monitoring by the Board of Commissioners and the Board of
Directors, at all times they obtained information on risk exposure
management implementation and evaluation concerning Liquidity
Risk, daily limit monitoring and any actions taken by the risk
taking unit with emphasize on breach limit.
In such monitoring tasks, the Board of Commissioners helped by
the Bank Risk Monitoring Committee (RMC) which periodically
perform monitoring in coordination with the Risk Management
Unit. Such coordination use media as risk monitoring report
prepared by the Risk Management Unit submitted to the Risk
Monitoring Committee or in meeting. Such meeting discusses the
implementation of risk management by the Bank including the
implementation of risk tolerance assessment, material risk profile,
and methodology requirements and evaluation and/or Market Risk
assessment tools used by the Risk Management Unit.
Monitoring by the Board of Directors treasury is periodical
treasury limit monitoring to identify whether there is a breach limit
and to approve new limit or limit change. Discussion on market
risk management is on the Bank pricing and assets and liabilities
structure is a subject in ALCO (Asset & Liability Committee)
Meeting whereas discussion on Market Risk exposure discuss in
the Risk Management Committee meeting. In compliance with the
market risk management policies on breach limit escalation stage,
each breach limit will be informed and approved in the event an
abnormal condition found by the Risk Management Committee
(RMC). Such Market Risk Management were prepared in the form
of policies, procedure, risk limit and any other decisions in relation
to the Market Risk. The Bank Market Risk and risk appetite is
evaluated periodically or at any time necessary in accordance with
the Bank business strategic environment.
B.4.3.2 Requirements on Limit Policies, Procedures and
Determination
Concerning basic liquidity risk, the Bank implements the policy
and guidance on Liquidity Risk management. The contents of such
policy and guidance concerning Liquidity Risk, stress testing
liquidity which include the scenarios on general market crisis and
49 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
bank specific crisis. In relation to the liquidity gap limit
implementation, breach limit escalation procedure, contingency
plan of liquidity funding, at present the Bank is preparing the
procedure and its actions together with the risk taking unit for
future uses. The liquidity limit implementation by the Bank
includes primary reserve, secondary reserve, and excess reserve of
GWM whereas the amount of cash reserve for each Operational
Branch is a subject to the Operating Division decision.
The Risk Management Unit at all times evaluate the policy,
procedure and the performance analysis of the Bank on the
implemented limit. Whereas any changes to the limit is a subject
to the risk taking unit decision in accordance with the applicable
standard by the Risk Management Unit.
B.4.3.3 Requirements on the Process of Identification, Assessment,
Monitoring and Risk Control, and Risk Management
Information System
Liquidity Risk Policy include any risk which might create losses
against the Bank as a result of higher cost of fund or any
restriction/limitation in the fulfilment of any due obligation. Most
of financial transaction or commitment has some impacts on the
Bank liquidity. Therefore, the Bank is prone to liability risk, both
to the Bank itself or to the banking industry as a whole. The Bank
shall fulfill its financial obligation at all times which force it to
shall always maintain an adequate level of liquidity ratio.
In maintaining the limit of Liquidity Ratio, the Bank shall consider
the liquidity condition of its assets-liabilities. Adequate liquidity
shall be properly maintained and used as an indicator of liquidity
risk limit to support Bank profitability, because too liquid means
idle fund and it will posed some loses in relation to investment
financed by corporation. Liquidity gap historically can be used as
a standard in the determination of Bank liquidity risk limit. The
liquidity limit implementation by the Bank includes primary
reserve, secondary reserve, and excess reserve of GWM whereas
the amount of cash reserve for each Operational Branch is a subject
to the Operating Division decision.
At present the Bank is developing information system on Liquidity
Risk assessment such as integrated maturity profile. Risk
Management Unit together with risk taking unit in the integration
stage of such maturity profile information system held various
meetings which purpose to analyse the progress of system
utilization. Maturity profile reporting system in relation to foreign
exchange rate risk had been integrated and validated properly
therefore manual reporting is not necessary.
Concerning coordination of the Bank management against any
possible liquidity risk, the Bank had established Liquidity Crisis
Management Team to anticipate liquidity crises by
50 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
implementation of Contingency Funding Plan Scenario which is a
subject to the ALCO (Asset Liability Committee) approval.
In the process of limit monitoring by the risk taking unit, the Risk
Management Unit monitor daily limit and periodically report the
result to the Board of Directors. In the event of breach limit it will
be promptly reported to the Board of Directors including any
contingency plan by the risk taking unit. Concerning the
implementation of Basel III which focused on liquidity risk. The
Risk Management unit together with the business unit and
supporting unit perform the assessment of Basel III impact on the
Bank by simulation of Liquidity Coverage Ratio (LCR) and Net
Stable Funding Ratio (NSFR) of the Bank in order to avoid any
Liquidity Risk and to comply with the applicable internal and
external regulations.
B.4.3.4 Internal Control System Across Organization
Concerning dynamic risk management implementation, the Risk
Management Unit at all times perform periodical evaluation on the
policy, procedure and liquidity risk limit. Concerning market risk
control in the form of policy and procedure implemented by the
Risk Management Unit, it is reviewed by an internal or external
independent unit. The Risk Management Unit also had stress
testing the Bank liquidity and provide information on liquid assets
adequacy in the event the Bank were rushed by the customers.
Such report is submitted to the Board of Directors and the risk
taking unit to obtain feedback and create risk awareness.
B.4.4 Operating Risk
Operating Risk is the risk of internal process function adequacy, human
error, system failure and/or any other external which affect the Bank
operational. Operational Risk is inherent in every Bank activities, thereby
Operational Risk though controllable by proper risk mitigation it cannot be
completely eliminated. The impact of Operational Risk can be in the form
of financial or non-financial loss. The Bank had managed its Operational
Risk by the three lines of defense which is risk taking unit as the first line
of defense, operational risk management unit as the second line of defense,
and internal audit as the third line of defense.
The first line of defense is responsible to ensure that all operational process
had been conducted in accordance with the applicable policy and procedure,
had identified Operational Risk and mitigate it. The second line of defense
which function is to support and ensure the unit in the first line of defense
had managed the risk effectively. The third line of defense function is to
ensure the process of Operational Risk management by the first line and the
second line of defense which had been effective in actual or potential risk
mitigation to avoid any potential loss against the Bank.
51 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.4.4.1 Active Monitoring by the Board of Commissioners and the
Board of Directors
The Board of Commissioners and the Board of Directors had
active monitoring on Operational Risk management, such as it had
been conducted by the Risk Committee both at the Board of
Commissioners level or at Board of Directors level. Such active
monitoring by the by Board of Commissioners, is carried out by
the Risk Monitoring Committee. Whereas at Board of Directors
level it is conducted by the Risk Management Committee which
function among other is to discuss the risk management policy
implemented by the Bank. To minimize fraud, the Board of
Directors had programmed socialization to all employees on fraud
prevention to increase the employees’ awareness on fraud.
The Bank has an independent unit to perform bankwide
operational risk management such as Operational Risk Group
under Risk Management Unit. This unit function is to establish
standards and policies on operational risk management and in
connection and in coordination with all business units and
supporting units to ensure mitigation effectiveness to prevent
Operational Risk potentials.
The Bank had managed its Operational Risk in every its activities,
in which all employees shall take part in managing the operational
risk at each unit and observe effective control to anticipate any
possible risk against the Bank.
B.4.4.2 Policy, Procedure and Limit Adequacy
The Bank has policies and guidance on Operational Risk
management which periodically update and evaluate such policies
and guidance. In addition, the Bank had implement any other
policies on operational risk management, such as Anti-Fraud,
Business Continuity Plan which provide contingency procedure to
protect the Bank data and assets and Disaster Recovery Plan which
provide system continuity and information technology
infrastructure, policies on information technology management. In
addition, new product and activities development is a subject to
analysis which assess any inherent risk.
The Bank has operational procedure to process the Bank
operational activities on each unit with respects to internal control
system therefore it minimized any possible Operational Risk
against the Bank. In addition, the Bank implements policies on the
extent of authority for each operational activity, defines the tasks
and responsibilities of each position, and every escalation is a
subject to the Bank approval.
52 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
B.4.4.3 Requirements on the Process of Identification, Assessment,
Monitoring and Risk Control, and Risk Management
Information System
Concerning the implementation of Operational Risk management
to process the identification, assessment, monitoring and control,
the Bank had developed risk management tools such as:
a. Risk Control Self-Assessment (RCSA) is self-assessment on
risk exposure in the risk register to analyse any potential risk
against the Bank. RCSA includes assessment on risk control
system implemented by the Bank;
b. Key Risk Indicator is the tools which assess the key risk
indicator to provide the Bank with early warning to detect any
potential risks against the Bank;
c. Loss Event Database is a database of every potential risks that
had become a case. The purpose of this database is to comply
with requirements on internal loss database to record any loss
suffered by the Bank and to be mined in the development
process of more advanced capital adequacy assessment.
In addition, the Bank is a member of External Loss Data
Consortium (ELDC) which provide risk event database suffered
by its members without compromising its confidentiality. The
Bank membership in ELDC is one way to identify the risk and to
increase awareness of risk event suffered by other banks.
The process of identification, monitoring and control of such
operational risk require adequate infrastructure and human
resources in accordance with the scope and complexity of the Bank
business.
Concerning assessment of inherent operational risk in capital
allocation and ATMR operational risk, the Bank calculated it with
basic indicator approach method in accordance with the applicable
provisions by the regulator.
Concerning information statement on Operational Risk, the Bank
has prepared reports on its Operational Risk such as bankwide
periodical Operational Risk profile. In addition, the Bank also has
prepared routine reports on Operational Risk based on the data
obtained from risk management tools, also report on incidental risk
in accordance with the needs of the relevant risk event.
B.4.4.4 Internal Control System Across Organization
Internal control system in the risk management implementation
includes:
a. Operational procedure in accordance with the Bank
operational activities to minimize any potential risks against
the Bank;
b. Policies on the extent of authority for each operational activity,
the tasks and responsibilities definition of each position, and
every escalation is a subject to the Bank approval.
53 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
c. Clear definition on the function of business units and the unit
which perform internal control.
B.4.5 Legal Risk
Legal Risk is the risk arising from legal charges and/or juridical aspect
disadvantage. Juridical aspects disadvantage could be legal charges, or it
means that the applicable laws and regulations is not in favour to the Bank,
whether in the form of insufficient provisions applied by the law on
agreement validity and collateralization. Other legal risk can arise from the
Bank operational, agreement with third party, legal uncertainty and weak
law enforcement, any hindrance in litigation process of claim settlement,
and international jurisdiction related matter.
B.4.5.1 Active Monitoring by the Board of Commissioners and the
Board of Directors
The parties in concern to the Legal Risk are the Board of
Commissioners, the Board of Directors and all Bank employees,
that the parties is responsible for the Legal Risk management. The
Board of Commissioners and the Board of Directors monitor the
Legal Risk by means of legal risk report and any other reports
concerning legal matters. Concerning the implementation of Legal
Risk management, the Bank has special unit to take care any Legal
Matters which comprise of litigation section and non-litigation
section. The unit who perform such Legal Risk management is the
Legal Division under the Directorate of Finance and had been
made independent from the compliance management function.
B.4.5.2 Policy, Procedure and Limit Adequacy
The Bank implements policies and guidance on Legal Risk
Management which is updated and evaluated periodically. In
addition, the Bank also have policies and procedure in legal
matters to ensure that all of its activities had complied with the
laws and regulations and any other applicable statutory
requirements, therefore any potential risk against the Bank can be
avoided.
In addition, the Bank has legal documents standardization
concerning its products and services which reviewed periodically
in accordance with the Bank business strategic environment. The
Bank also review any potential Legal Risk against its products and
new activities to mitigate any Legal Risk.
B.4.5.3 Requirements on the Process of Identification, Assessment,
Monitoring and Risk Control, and Risk Management
Information System
Concerning the process of risk management implementation, the
Bank had identified, assessed, monitored and controlled any Legal
Risk which conducted by the Legal Division. The Legal Division
acting in its capacities as the “legal watch” which provide legal
54 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
analysis/advise to all employees across organization. In addition,
its function is to provide legal opinion concerning every agreement
entered by the Bank. Concerning Legal Risk management, the
Bank helped by legal counsel to take care any case in the Legal
Risk mitigation.
Concerning the Legal Risk control, the Bank had taken actions in
the following matters:
a. Process of the legal review and opinion on its products and
services including new activities and products;
b. Standardization of legal documents on its products and
services;
c. Review of its legal documents in accordance with its business
strategic environment;
d. Policies and procedures on legal matters;
e. Taken care any legal matters, helped by legal counsel if
necessary;
f. Taken care any relevant unit in legal matters;
g. Provided legal information and knowledge to the relevant unit;
h. Documentation of every Legal Risk and the loss potentials of
any Legal Risk.
B.4.5.4 Internal Control System Across Organization
Internal control system across organization in the process of Legal
Risk Management taken care by the Legal Division in a timely
manner and in coordination with the Risk Management Unit and
Internal Audit Unit.
B.4.6 Compliance Risk
Compliance risk is the risk arising from the Bank failure and/or non-
compliance with the applicable laws and regulations. Compliance Risk
Management is taken care by the implementation of consistent internal
control system.
B.4.6.1 Active Monitoring by the Board of Commissioners and the
Board of Directors
The parties in concern to the Compliance Risk are the Board of
Commissioners, the Board of Directors and all Bank employees,
that the parties is responsible for the Compliance Risk
management. The implementation of compliance principles and
culture begin with the commitment of the Board of Commissioners
and the Board of Directors who shall complies with the applicable
laws and regulations. Compliance to the applicable laws and
regulations is the responsibility of all organization members
including the Board of Commissioners, the Board of Directors, and
all employees.
In its organization structure, for the purpose concerning
Compliance Risk, the Bank had established Compliance Unit such
as Compliance Division who is responsible to ensure that all units
55 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
of the Bank had complied with the applicable laws and regulations.
In this matter, each risk taking unit is responsible for the
compliance of their unit.
B.4.6.2 Policy, Procedure and Limit Adequacy
The Bank implements policies and guidance on Compliance Risk
Management which is updated and evaluated periodically. In
addition, the Bank also have policies on Anti-Money Laundering
and Counter Terrorism Financing Programme (AML-CFT) which
discuss suspicious transactions and customers data update, policies
on gratification control in cooperation with the Corruption
Eradication Commission (KPK) and Compliance Procedure for its
units.
The Bank implements policy on compliance reporting in the form
of compliance sheet to the relevant unit. In addition, new products
and activities is a subject to prior compliance analysis with the
applicable laws and regulations.
B.4.6.3 Requirements on the Process of Identification, Assessment,
Monitoring and Risk Control, and Risk Management
Information System
Concerning the process of risk management implementation, the
Bank had identified, assessed, monitored and controlled any
Compliance Risk which conducted by risk taking unit. Such
identification and assessment on compliance risk is conducted by
the Compliance Unit which monitor the compliance
implementation in all units.
Concerning control on Compliance Risk, the Bank had taken
actions in the following matters:
a. Review of the policies and internal procedures of the Bank,
and any new products and activities;
b. Socialization programme on the applicable laws and
regulations to promote Compliance Culture;
c. Monitoring of the implementation of due diligence principles;
d. Monitoring of Compliance Risk;
e. Implementation of Anti-Money Laundering and Counter
Terrorism Financing Programme (AML-CFT);
f. Implementation of gratification control by the Gratification
Control Unit in cooperation with the Corruption Eradication
Commission (KPK) including socialization programme to
increase the relevant employees on gratification control;
g. Socialization programme on the latest external regulation to
the bank units.
Concerning information statement on Compliance Risk, the Bank
has prepared reports on its Compliance Risk such as bankwide
periodical Compliance Risk profile. In addition, the Bank also has
prepared routine reports on Compliance Risk based on the data
56 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
obtained from risk management tools, also reporting on
compliance to the management.
B.4.6.4 Internal Control System Across Organization
Internal control system across organization in the process of
Compliance Risk Management perform to the standard by the
Compliance Unit and in coordination Risk Management Unit and
Internal Audit Unit.
B.4.7 Strategic Risk
Strategic Risk is the risk arising inappropriate actions and/or
implementation of a strategic decision and failure to adapt with business
strategic environment. The Bank is a subject to this risk whenever it failed
to employ strategy in accordance with its vision and missions, when its
analysis is incomprehensive/or counter-productive. In addition, Strategic
Risk also arising from failure to anticipate business strategic environment,
including any failure to anticipate technology advancement,
macroeconomic condition, market competition and regulation.
B.4.7.1 Active Monitoring by the Board of Commissioners and the
Board of Directors
Active Monitoring by the Board of Commissioners and the Board
of Directors direct the strategy employed by the Bank in
accordance with the provisions on its tasks and responsibilities.
The Bank had adjusted their strategy to its Bank risk appetite and
risk tolerance. In addition, the Bank also had adjusted its short-
term, medium-term, and long-term strategies, its medium-term or
long-term strategy in accordance with the business growth,
internal and external condition.
Such business strategies are prepared by the Board of Directors in
the form of Bank Business Plan (BBP) which is a subject to the
Board of Commissioners approval. The Board of Directors direct
each unit to implement the Bank business plan accordingly.
Concerning the Bank strategies, the Board of Directors helped by
the Strategic Planning Division to monitor its implementation
including the BBP. In addition, business plan implementation were
analysed, and the report is submitted to the Board of Directors.
All business units/supporting units is responsible to help the Board
of Directors in the preparation of strategic planning and implement
the strategy effectively. Such units also responsible to ensure the
implementation of Strategic Risk management in accordance with
the Bank policies.
B.4.7.2 Policy, Procedure and Limit Adequacy
The Bank implements policies and guidance on Strategic Risk
management which is updated and evaluated periodically. The
Bank Business Plan (BBP) is the Bank Strategic Plan to achieve
57 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
the Bank vision and missions. Therefore, all Bank policies in
accordance with the Bank strategic objectives as stated in its BBP.
B.4.7.3 Requirements on the Process of Identification, Assessment,
Monitoring and Risk Control, and Risk Management
Information System
Concerning the process of risk management implementation, the
Bank identify, assess, monitor and control its Strategic Risk. The
Bank identify, assess and monitor its Strategic Risk by monitoring
its performance in accordance with the BBP (Bank Business Plan).
In addition, the Bank monitor its business strategic environment
with respect to its strategy. The Bank develop businesses in
accordance with its risk appetite and risk tolerance, and monitor
its business position.
Concerning control on its Strategic Risk, the Bank analyse its
performance and take any necessary strategic actions in response
to business strategic environment, and periodical performance
business review.
B.4.7.4 Internal Control System Across Organization
Concerning internal control on Strategic Risk, the Bank
implements control across its business line under supervision of
Risk Management Unit and Internal Audit Unit.
B.4.8 Reputation Risk
Reputation Risk is the risk of lower confidence from the Bank stakeholder
as a result of negative perception against the Bank. Such negative perception
might result from negative news and/or rumor against the Bank, nonetheless
ineffective communication.
B.4.8.1 Active Monitoring by the Board of Commissioners and the
Board of Directors
The Board of Commissioners and the Board of Directors monitor
the effectiveness of Reputation Risk Management implemented by
the Bank. In relation to its tasks and responsibilities on active
monitoring, the Board of Commissioners and the Board of
Directors at all times obtained clear information on the Reputation
Risk Management implementation and evaluation.
In its organizational structure, for the purpose of Reputation Risk
management, the Bank had established a special unit Corporate
Secretary and Network, Services and Operational Division. Such
units function is to manage the Bank reputation and to standardize
the Bank services in every of its Branch Offices to mitigate any
potential risks against the Bank.
B.4.8.2 Policy, Procedure and Limit Adequacy
The Bank implements policies and guidance on Reputation Risk
Management which is updated and evaluated periodically. The
58 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Bank also has policies on standard of services for operational units
to minimize any Reputation Risk against the Bank. The Bank also
implements customers complaint handling management. In
addition, the Bank implements call centre to provide information
on banking services and to provide complaint channel for the
public. Concerning investor relationship management, the Bank
has established investor relationship management
to maintain communication with investors.
The Bank also implements Reputation Risk Management by
public relations, corporate social responsibility and quick response
activities to handle any complaints filed against the Bank.
B.4.8.3 Requirements on the Process of Identification, Assessment,
Monitoring and Risk Control, and Risk Management
Information System
Concerning the process of risk management implementation, the
Bank identify, assess, monitor and control its Reputation Risk. The
Bank identify, assess and monitor its Reputation Risk by
monitoring the number of complaints handling by the call centre
or Bank officer and monitor its progress. The Bank also monitor
mass media on any relevant news.
Concerning control on reputation risk, the Bank implements call
centre and coaching clinic for its employees by training or
workshop on standard of services for better service delivery to the
customers, both external and internal, to mitigate any potential risk
against the bank. In addition, the Bank had clearly stated its
direction to all of its employees about the Bank reputation utmost
important, the Bank also provides the customers with information
on its products/activities to mitigate any risks against the Bank. In
addition, to better the frontliner services as the Bank point of
contacts with its customers, the Bank implements a programme
well known as bjb Service Excellent Award (BBSEA).
B.4.8.4 Internal Control System Across Organization
The Bank has special unit, namely Risk Management Unit, to take
care its Reputation Risk Management which include periodical
monitoring of any relevant news and complaints against the Bank
reputation.
B.4.9 Risk Management Organization at the Board of Directors Level
One active monitoring by the Board of Directors is performed by the
establishment of Risk Management Committee as the Main and the highest
committee and the forum to provide recommendation for the Board of
Directors concerning the implementation of its policies, strategies and the
management of any risk against the Bank.
The tasks and responsibilities of the Risk Management Committee is as
follows:
59 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
a. Determine the policy on risk management and its amendment, including
risk management strategy and contingency plan in the event of worst
case scenario;
b. Determine the improvement and refinement of risk management
implementation both periodical and incidental in accordance with any
changes to the Bank external and internal condition which affect its
capital adequacy and risk profile and with reference to the evaluation
result on the effectiveness of such implementation;
c. Liable to any irregular business decision that had been justified by the
Board of Directors, such as overriding the business expansion limit as
stated in its BBP (Bank Business Plan) or overriding the risk
position/exposure limit;
d. Determine any material changes to the policies and the procedures of
risk management implementation;
e. Ensure risk monitoring by setting the Bank risk appetite and risk
tolerance or the risk limit may be taken by the risk taking unit and the
amount of capital reserves allocated to back-up any inherent risk across
the Bank operational;
f. Acting in its capacities, coordinating and monitoring the Bank risk
management strategies;
g. Evaluate risk assessment model implementation;
h. Disposition any risk management strategy proposed by the head of
operational unit;
i. Setting the Bank risk appetite & risk tolerance on new products and
activities in accordance with the Bank position;
j. Monitor Bank capital adequacy to the risk exposure in accordance with
the Bank Indonesia regulation;
k. Evaluate the Bank Risk Profile Report;
l. Evaluate the effectiveness of risk management implementation.
B.5 Related Party Financing and Large Exposure
Concerning related party financing and large exposure, the position in 2015 is as
follows:
No. Financing Amount
Debtor Nominal (Rp)
1. To Related Party 19 166,739,721,447
2. To Major Debtor:
a. Individual
b. Group
25
0
5,894,659,470,519
0
B.6 Bank Strategic Plan (Corporate Plan)
B.6.1 Long-Term Plan (Corporate Plan)
Corporate plan is future strategic plan, which purpose is to provide strategic
direction for an organization. The Bank has determined its strategic
direction for 2015-2020.
60 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Estafet road map of the Bank in 2016 has entered the next stage which titled Build
Stronger for Quality Growth, therefore the Bank has prepared various agenda of
Bank business to create business growth and higher profitability to achieve the
Bank vision as The Top 10 Indonesia Biggest and Best Performance Bank. In
addition, the preparation of transformation process in this stage is not only depend
on the right and focus business strategy, but also depend on the consistency and the
discipline in building the GCG (Good Corporate Governance) to adapt with higher
growth and more complicated business strategic environment.
In view of the Bank financial performance in the mid 2015 is satisfactory, the first
phase of the Bank road map is expected to deliver results according to the previous
year planning which titled build strong foundation to achieve better performance
in the future by quality growth. The achievement recorded in 2015 is the
momentum to reflect the transformation in the past and in the future by 2019.
In accordance with the Bank road map, in 2016 the Bank will build stronger
foundation for quality growth.
The policy on strategic management will guide the Bank in running its business
activities to better its performance, as follows:
a. Increase the Third Party Fund composition by following actions:
1. Optimum Growth of Third Party Fund
Higher CASA composition through above the line and below the line
program, product features, better ATM service features,
national/international debit card, transfer & payments features;
Higher Third Party Fund by better technological infrastructure and
partnership of business to government, business to business and
business to human;
Development of CASA infrastructure which focus on IT based saving
(virtual account, mobile banking, etc.);
Strengthening promotion program such as redeem point, activities event
and community marketing;
61 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Higher growth of Third Party Fund by better services and strategic
partnership (strategic alliance) both with BUMN (Central Government
State Owned Enterprises), BUMD (Local Government State Owned
Enterprises), and any other institutions;
Develop and enter business partnership with the customers and with the
institutional customers prospects;
Relocate the Third Party Fund in accordance with its domicile;
2. Better service quality
Service culture sustainability program development to improve the
Bank business performance;
Branchless banking development for more convenient banking
transaction services;
Develop and add e-banking to its service;
Develop the market share and increase the usage of e-banking
transaction;
Extend office networks which location in accordance with the market
share to optimize services;
Better service quality at all levels, both in people aspect and premises
aspect at all Bank outlet;
b. Quality growth:
1. Optimum credit growth to increase credit market share:
Strengthened risk management in credit sector and credit administration
and legal business to support credit expansion target;
Maintain and expand the market share of fixed income credit and larger
market share of pension credit as champion product;
Better portfolio credit management with focus on financing companies
sector, strategic BUMN/BUMN and go public and widely known
companies by bilateral financing, club deal or syndication;
Portfolio diversification by credit facilities on business sector other than
Working Capital Loan (WCL) for construction business using collateral
base lending approach and credit distribution to affiliated debtor with
corporation segment debtor;
Higher productive credit sector distribution for SMEs, including credit
distribution to BPR (thrifts institutions) and LKM (Micro Loan
Institution) under due diligence principles;
Re-branding of waroeng bjb with the philosophy valuable and sociable;
Asset security lending approach in providing credit for SMEs;
Increase of Home Loan portfolio growth by assets buy;
Launching auto credit for Bank internal;
Expand and increase credit program both directly or through linkage
institution by executing pattern and optimize the Bank function as
channelling pattern credit management program;
Relocate productive assets, with respect to the domicile of the relevant
credit for more convenient in service and monitoring.
2. Credit bailout and settlement:
Restructure, reschedule, recondition;
62 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Credit settlement by better collection and focus on NPL elimination
using early warning system and accelerated actions of collateral
execution by KPKNL (State Run Auction House)/private auction
house/voluntary sales, write-off, insurance claim, lawyer and any other
relevant authorities;
Credit quality:
- Non-performing loan handling by collectability monitoring on each
credit business unit;
- Improve review quality on Credit Risk to control Credit Risk.
c. Fee based income improvement to support the Bank in the achievement of
target income
1. Increase transaction fee of the treasury and international banking,
including:
Increase the volume of transaction through customers sales transaction;
Enhancement yield instrument treasury in accordance with the Market
Risk;
Increase the transaction remittance, trade finance and service;
Increase new international remittance agent and enter partnerships with
leveraging institutions and organization in trade and remittance
transaction;
Increase correspondence relationship in term of quantity and quality by
improvement on existing or new agreements.
2. Banking transaction service development
Increase fee based by higher payment on transaction, transfer, teller
services, etc.;
Increase of wealth management and bancassurance;
Increase the sales of credit card issued by the Bank.
d. Bank Capital Increase:
1. Bank capital increase by Preemptive rights and Non-Preemptive rights;
2. Smaller Dividend Payout Ratio
e. Development of Supporting Sectors to Achieve Sustainable Growth Bank
Businesses
1. Planning and Change Management
Actively take part in monitoring, research and provide information on
banking business environment, by business intelligence research with
the relevant business units;
Organizational structure refinement for better business process and
optimize the function of each unit and uniform of nomenclature;
Project monitoring for project/program implementation effectiveness
and efficiency to keep them on schedule;
Implementation of corporate culture towards efficient and effective
changes;
63 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
2. Human Resources quality development
Capacity planning in timely and accurate manner in Bank business
development by identification of any weakness in the Bank
organizational structure, business expansion and office network needs;
Higher performance management system;
Quality recruitment process;
Better education and training management to produce qualified human
resources;
Sustainable and structured education and training program
development;
Better Human Resources capabilities, training infrastructure and
facilities;
3. Information technology and general affairs
Strengthening information technology deployed in the Bank supply
chain for better convenience, security and speed of transaction for the
customers with competitive fee across channels;
Higher performance, core banking application capacities increase and
network infrastructure;
Support the units and any other support in the form of infrastructure and
facilities;
4. Risk management implementation, credit risk, compliance and legal
matters
Risk culture development;
Identify the relevant policies and procedures on integrated risk
management;
Strengthening GCG (Good Corporate Governance) and optimize legal
counsel and support across organization;
Support the growth of Bank businesses, in particular of Legal Risk
mitigation;
Increase the quality of Credit Risk Review and Credit Risk control;
5. Better subsidiaries performance
Comply with the requirements on capital shares in subsidiaries or
otherwise;
Analyse the prospect of investment in new companies which engage in
financial services such as banks or non-banks;
Initiate the development and synergy of information technology system
between the Bank and subsidiaries or non-subsidiaries, to prepare the
Bank infrastructure as a financial conglomeration within the framework
of integrated risk management implementation;
Host-to-host partnership with bjb Sharia.
6. Better internal control system
Enhance the position of internal audit as strategic business partner and
ensure the optimization of Bank Internal Audit Standards Function;
64 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Assurance the subsidiaries compliance with internal regulations and the
Bank compliance with external regulations.
7. Financial and operational control
Better financial reporting transparency and sustainable operational
efficiency program;
Optimize accounting information system;
Cost centre refinement and financial performance analysis
development;
Non-cash payment system development such as SKNBI e-Channel, BI
RTGS e-Channel and MPN e-Channel;
Fund Transfer Pricing development and implementation (FTP) across
organization in accordance with the performance of each business units.
8. Investor relationship and promotion
Appoint spoke person as the Bank ambassador to empower the
company’s reputation;
Centralize and coordinating gathering and promotion;
Build communication infrastructure with the investors and media;
Strengthen the Bank’s brand image.
B.6.2 Medium-Term Plan (Business Plan)
a. Management Policy and Strategy
Bank management policy implementation on its business to increase the
performance in 2016, is as follows:
1. Third Party Fund composition increase;
2. Quality growth;
3. Fee based income;
4. Bank capital;
5. Supporting services development.
b. Business Development Strategy
1. Operational/Business
Corporation and Commercial:
- Corporation and commercial portfolio increase;
- Model business refinement and business process
strengthening by internal policies;
- Sustainable and optimum yields credit distribution to
segmented customers/industrial economics sectors;
- Credit supervision strengthening to avoid any credit quality
degradation;
SMEs Credit
- Increase of productive sector credit distribution, in particular
for SMEs under due diligence principles;
- Education and supervision on SMEs debtors and potential
debtors to support SMEs business;
65 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- Prepare local business, increase portfolio and maintain
credit quality.
BPR (thrifts institutions) and LKM (micro loan institution)
- Implement the strategy to maintain partnership with thrifts
institutions and micro loan institutions;
- Business opportunities identification, preparation and
implementation of marketing, development and supervision;
- Monitoring, evaluation, and increase the growth of credit
distributed by thrifts institutions and micro loan institutions.
Consumer Credit
- Consumer credit growth;
- Review pricing of consumer credit;
- Develop credit card product services by co-branding and
debit visa card.
Home Loan and Auto Credit
- Portfolio home loan increase by refinement/review of
internal policy development;
- Develop, maintain and improve home loan credit quality;
- Launch auto credit of Bank internal;
Treasury
- Financial market actions momentum optimization;
- Assets and liabilities management optimization;
International services
- Increase the marketing of trade finance and services
products to optimize the achievement of fee based income;
- Create, develop and maintain the correspondence with FI
bank and non-bank both in Indonesia and at international
level;
- Better service and remittance transaction quality;
Institutional Banking
- Increase Third Party Fundraising from institutional
customers;
- Increase the marketing of services and services for
institutions;
- Develop and increase the quality of services for customers
classified as corporate priority.
Consumer Fund Services
- Increase the number of account and the volume of CASA
retail by marketing activities formulation and competitive
interest rate;
66 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- Diversification, development and product evaluation to
increase the value and product competitive edge to increase
the portfolio of third party fund;
- System integration of Pension Fund with Bank system (auto
debit, customer balance access by ATM).
2. Supports
Information Technology
- Core banking and non-core application development;
- System development and implementation for better
integration and implement the policies and procedure with
more focus to end users;
Compliance
- Create Compliance Culture across organization;
- Assess and evaluate the effectiveness, adequacy and
compliance of the Bank policies, regulations, systems or
procedures implemented by the Bank in compliance with the
applicable laws and regulations.
Legal
- Increase/optimize legal counsel services (consultation and
supervision) on legal matters either in criminal and civil
case;
- Increase the legal observance, knowledge and awareness in
banking practice, in particular of legal matters either in
criminal and civil case;
Risk Management
- Risk awareness culture development and risk management
implementation;
- Integrated risk management system development;
- Comprehensive risk management.
General
- Non-current assets and inventory required for Bank
operational activities;
- Bank operational assets management.
Financial Control
- Accounting information system development;
- Data accuracy and quantitative analysis of Bank
performance;
- Organizational structure refinement for better business
process and optimize the function of each unit and uniform
of nomenclature;
- Determine the Bank direction and strategy, both short-term,
medium-term and long-term for higher growth of Bank
businesses;
67 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- Increase the quantity and quality of research in business
development (including internal and external analyst).
Networks, Services & Operational
- Effective and efficient liquidity;
- Better settlement transaction;
- Increase service quality at all level for better business
performance;
- Office networks development in accordance with business
direction and strategic management;
Human Resources
- Evaluation on employees welfare to maintain and increase
their motivation;
- Increase reward and punishment system for better
employees performance;
- Competence-based Human Resources.
Education and Training
- Education and training program development to create more
structured and sustainable Bank business activities;
- Education and training development to produce qualified
Human Resources;
- bjb Bank Corporate University development.
Corporate Secretary
- Investor relationship management;
- Win people’s trust;
- Raise brand awareness;
Internal Audit
- Raise adherence to internal and external regulations;
- Prepare audit plan with risk-based approach;
- Implement fraud control system implementation.
Change Management Office
- Internalization and externalization of corporate culture in the
process of Bank business/operational;
- Individual KPI Balanced scorecard implementation.
Electronic Banking
- e-banking transaction service quality;
- Better operational quality and card supplies;
- NSICCS CHIP based ATM card implementation.
Subsidiary Management
- Increase Bank’s income from dividend;
- Business synergy with subsidiary;
68 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- Identify potential investment to financial institutions
(insurance and multi-finance).
Credit Bailout and Credit Settlement
- Non-performance loan settlement by collateral liquidation;
- Non-performance loan collection assistance;
- Write-off submission and assistance for any execution on
collateral;
Credit Risk
- Better risk assessment;
- Credit risk operating standard in accordance with the
company’s regulations and Financial Services Authority;
- Bankwide credit collectability monitoring to maintain
productive assets quality.
Credit Administration and Legal Business
- Proper credit documentation management;
- Optimization of monitoring function in relation to
professional services.
c. Business Plan Projections
In consideration of having integrated and comprehensive program, the
Bank expected the following objectives.
1. Assets
In view of macro-economic and economic stabilization under 2016
prediction, and Indonesia economics growth projection as much as
5.3%, it is expected that assets growth according to 2016 target is
directed to increase the market share as much as 1.28% in 2016 by
assets growth as much as 12%.
2. Third Party Fund Raising
The target of Third Party Fund Raising in 2016 is targeted to
increase the Third Party Fund raising as much as 13.5% with
projected market share as much as 1.37%. Whereas the composition
of third party fund in 2016 is as follows:
Checking account 13%
Saving account 13%
Deposit account 15%
3. Credit Distribution
In accordance with the 2016 strategy on quality growth, to maintain
the Bank profitability, the Bank projected credit growth as much as
14% with market share as much as 1.38%. Whereas credit
composition in 2016 is as follows:
Commercial 15%
SMEs 15%
Thrifts Institutions and Micro Loan Institutions 32%
69 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Consumer Retail 13%
Home Loan & Auto Credit 15%
B.7 2015 Bank Education and Training Data
B.7.1 The Board of Directors, the Board of Commissioners and Committee
Members
Concerning knowledge, skills and capabilities building of the Board of
Directors, the Board of Commissioners and Committee Members, the Bank
has a programme for them to participate in education and training such as:
a. Refreshment Risk Management Certification “Risk Management
Implementation and Integrated Governance for Financial
Conglomeration in Indonesia”, held by BSMR for 1 day on the 26th of
January 2015 in Jakarta. There are 9 participants in this certification,
four of them are sent by the Bank, they are Managing Director Ahmad
Irfan, Financial Director Nia Kania, Commissioner Klemi Subiyantoro
and Yayat Sutaryat. The purpose is to comply with the Bank Indonesia
regulations in relation to the Risk Management Certification and to
better the understanding on Risk Management Implementation and
Integrated Governance for Financial Conglomeration in Indonesia.
b. GARP 16th Annual Risk Management Convention, held by the Global
Association of Risk Professionals (GARP) for 2 days on 24 – 25
February 2015 in America. The Bank sent 2 people to participate in this
convention, they are Managing Director Ahmad Irfan and
Commissioner Klemi Subiyantoro. The purpose is to better the
understanding on risk management implementation at global level and
to increase the competency in strategic decision making;
c. BPDSI Seminar “BPD Transformation Program to Become Regional
Champion of BPD Competitive Edge with regards to EU”, held by
ASBANDA for 3 days on 13 to 15 March 2015 in Bukit Tinggi. The
Bank sent 2 people to participate in this seminar, they are Consumer
Director Fermiyanti. The purpose is to better the understanding on BPD
road map and transformation with regards to opportunities of EU by
2016 to increase the Bank competitive edge.
d. The South Pacific and Asia Conference 2015 held by Bank Internal
Auditor Association (IAIB) for 5 days on 15 – 19 March 2015 in
Australia. The Bank sent 3 people to participate in this conference, they
are Compliance and Risk Management Director Zaenal Aripin. The
purpose is to better the understanding on global best practice of internal
audit;
e. Financial Literacy to Support Financial Inclusion Seminar, held by
the Financial Services Authority (OJK) for 2 days on 09 – 10 June 2015
in Bali. The Bank sent 2 people to participate in this seminar, they are
Managing Director Ahmad Irfan and Consumer Director Fermiyanti.
The purpose is to better the understanding of Bank Implementation on
National Strategy in Financial Literacy;
f. Introduction to Factoring & Structuring Factoring Transaction
Workshop, held by PT. Intan Batupranan Finance for 1 day on the 10th
70 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
of June 2015 in Jakarta. The Bank sent 1 people to participate in this
workshop, she is Suartini the Bank Commercial Director. The purpose
is to better the understanding the factoring;
g. Workshop on Bank Business Plan as a Means to Control Strategic Risk,
held by BSMR for 1 day on the 06th of July 2015 in Jakarta. The Bank
sent 1 people to participate in this workshop, he is Agus Mulyana the
Bank Compliance and Risk Management Director. The purpose is to
better the understanding on appropriate BBP preparation with respect to
business strategies and risk governance and the Bank organizational
capacities to achieve prime and sustainable performance and health;
h. Short Courses: Valuation, held by the New York University (NYU)
Stern for 3 days on 20 – 22 July 2015 in America. The Bank sent 1
people to participate in this courses, she is Fermiyanti the Bank
Consumer Director. The purpose is to better the understanding on
valuation using valuation model and estimation of company’s
restructuring impacts;
i. Risk Management Certification, held by BSMR for 1 day on the 08th of
August 2015 in Jakarta. The Bank sent 2 people in this certification,
they are Risk Monitoring Committee Members Nury Effendi and Tettet
Fitrijanti. The purpose is to comply with the requirements and to
establish the competency and skills in risk management;
j. International Risk Management Refreshment Program for Executives
held by the Magister Management Program of Faculty of Economics
and Business of the Universitas Gadjah Mada (MMUGM) in
cooperation with LSPP and IBI for 1 day on the 05th of November 2015
in Jakarta. The Bank sent 1 people to participate in this program, he is
Benny Santoso the Bank Operational Director. The purpose is to
comply with the Bank Indonesia requirements on Risk Management
Certification and to better the understanding on risk management and
information update on the applicable regulations on banking industry;
k. ALM-Liquidity Risk Management Course & Banking Comparative
Study, held by BSMR for 5 days on 7 – 11 December 2015 in Australia
and New Zealand. The Bank sent 6 people to participate in this course,
they are Managing Director Ahmad Irfan, Compliance and Risk
Management Agus Mulyana, Commissioner Klemi Subiyantoro,
Muhadi, Yayat Sutaryat and Rudhyanto Mooduto. The purpose is to
better the understanding on identification and assessment of liquidity
risk using global standards and liquidity maintenance by the Bank in
normal or crisis time. In addition, the participants equipped with
knowledge on comparative study on appropriate strategies employed by
the banks included in case study.
l. Master Class Risk Governance Training & Certification and
International Seminar on Enterprise Risk Management, held by
Enterprise Risk Management Academy (ERMA) & Centre for Risk
Management Studies (CRMS) for 3 days on 09 – 11 December 2015 in
Bali. The Bank sent 2 people to participate in this seminar, they are
Operational Director Benny Santoso and Micro Director Agus
71 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Gunawan. The purpose is to better the understanding on business
development strategy with regards to EU;
m. National Good Governance Dialogue, held by Indonesia Accountant
Association and Faculty of Economics and Business of Universitas
Padjadjajaran for 2 days on 14 - 15 December 2015 in Bandung. The
Bank sent 1 people to participate in this dialogue, he is Ramson Sinaga
Audit Committee Member. The purpose is to better the understanding
on the basic concept of Good Corporate Governance and its assessment
for better competency.
B.7.2 Employees Training Data
In accordance with the Board of Directors Decision number 332/SK/DIR-
ET/2014 dated 12 May 2014 on the Guidance of Bank Employees Training
Requirements by Grading System, the training requirements for the Bank
employees shall be prepared by the following grades:
a. Primary Training
All types of education and training requirements which shall be met by
the Bank employees in accordance with their grade.
b. Technical Training
Any kind of training directed for better technical competency of the
employees;
c. Soft skill Training
Any kind of training on employees self-development.
d. Certification
Any kind of certification program requirements by the applicable
regulations by authority and in accordance with the competency
requirement of a position and as Bank deemed it as necessary.
e. Banking knowledge and other skills
The detail of such training in 2015 can be summarized in the following
table:
72 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
THE NUMBER OF EMPLOYEES PARTICIPATED IN TRAINING IN
2015
GRADE
NUMBER
OF
TRAINING
NUMBER
OF
EMPLOYEES
G1
On Boarding Programme
10,120 4,180
G2 2,022 689
G3 1,258 159
G4
Career Development Programme
69 23
G5 286 109
G6 2,415 858
G7 113 42
G8 966 282
G9 247 72
G10 888 225
G11 905 279
G12
Executive Program
470 123
G13 246 65
G14 298 64
G15 166 37
G16 87 21
G17 41 12
G18 15 4
G19 42 10
G20 49 13
TOTAL 7,267
B.8 Corporate Secretary
Pursuant to the transparency principle and provisions requirements by the Bank
Indonesia on Bank information disclosure, Corporate Secretary is responsible for
all communication and information disclosure to the banking, monetary and capital
market authority, shareholders and public in general. In 2015 Corporate Secretary
had implements the following activities:
a. Prepare the Board of Commissioners and the Board of Directors meeting,
record meeting results and distribute it to whom it may concern;
Managing Director
Managing Director
Public Relations Group
Group Head
The Board of Directors Secretariat
Group
Group Head
Investor Relationship
Group
Group Head
The Board of Commissioners
Executive Secretariat Group
Group Head
Marketing Communication
Group
Group Head
Corporate Social Responsibility (CSR)
Group
Group Head
73 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
b. Deliver notification and prepare anything necessary with respect to
Shareholders General Meeting and publish any resolution decided by the
Shareholders General Meeting;
c. Maintain good relationship with capital market authority and prepare reports
on Bank information transparency in compliance with the applicable laws and
regulations;
d. Coordinating and administration of share ownership record and corporate
actions;
e. Coordinating public relations and marketing communications for the Bank;
f. Bank products and services promotion management, including annual report
preparation;
g. Counterparty management;
h. Coordinating and monitoring customer’s complaint handling;
i. Supervision the Branch Office in public relations, customer’s complaint and
secretariat;
j. Corporate Social Responsibility (CSR) program to show that the Bank also care
the better welfare of the people;
k. Due diligence principles and compliance with the Bank Indonesia regulations,
the applicable laws and regulations, and any other applicable Bank internal
regulations;
l. Implement banking education program for public in general.
B.9 Bond Rating
PT. Pemeringkat Efek Indonesia (PEFINDO) rated the bonds issued by the Bank
as AA- (Double A Minus) Outlook Stable for the rating period 6 November 2015 -
1 November 2016.
B.10 Good Corporate Governance Activities and Socialization in 2015
Good Corporate Governance begin with the implementation of corporate culture
which comprise of the core procedures or core values which constitute the Bank
corporate value. Concerning the commitment in the practice of GCG, the
Bank corporate value described in the code of conduct which guide the Board of
Commissioners, the Board of Directors, and all employees in taking any actions for
the benefits of the Bank in the achievement of its vision, missions, and objectives.
One ethic in the code of conduct is ethical standards to avoid any conflict of
interests and abuse of power and the ethics to report any gratification, and its
management. Concerning the implementation of code of conduct and conflict of
interest management under GCG principles implementation, the Bank implement
Gratification Control Program under memorandum of understanding with the
Corruption Eradication Commission.
Gratification Control Program comprise of several instruments and activities and
mechanism in gratification control which consistently maintain the integrity of
employees from unlawful gratification practice. Gratification control program
comprise of provisions, organization, socialization/dissemination of gratification
control and reporting on gratification in coordination with the Corruption
Eradication Commission (KPK).
Concerning the implementation of gratification reporting in 2015 there are 203
gratification reports which value equivalent to Rp.129.5 million, 71 of which as
74 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
much as equivalent to Rp.48.8 million is under KPK investigation to decide their
status. In this matter, in 2015 the KPK awarded the Bank as the 2015 Third Best
BUMN/D Category in Gratification Control Unit.
C. The Board of Commissioners and the Board of Directors Members whose
Ownership in Company’s Paid-Up Capital is or Greater than 5%
There is none in the Board of Commissioners and the Board of Directors whose
ownership in the Company’s Paid-Up Capital is or greater than 5%, both in the Bank, in
other banks, in non-bank institution and in any other companies in Indonesia or in any
other countries, as stated by the following table:
Name bjb Other
Banks
Non-Bank
Institutions Description
Muhadi x x x
Klemi Subiyantoro x x x
Yayat Sutaryat x x x
Rudhyanto Mooduto x x x
Taifequrachman Ruki* x x x
Wawan Ridwah* x x x
Achmad Baraba* x x x
Ahmad Irfan x x x
Zaenal Aripin** x x x
Agus Gunawan x x x
Benny Santoso x x x
Suartini x x x
Nia Kania x x x
Fermiyanti x x x
Agus Mulyana*** x x x
*Serves as Company’s Commissioner whose term ends on the 31st of March 2015
**Serves as Company’s Director whose term ends on the 31st of March 2015
***Serves as Company’s Director since the 29th of May 2015
Whereas the commissioner’s shares ownership in the Company as of December 2015 is
as follows:
No Name Position Amount
(shares) Percentage
1 Muhadi Commissioner 2,341,500 0.024
2 Suartini Commercial Director 5,000 0.000
D. The Board of Commissioners and the Board of Directors Financial Relationship
and Their Each Other Personal Relationship and/or with Major Shareholders
All members of the Board of Commissioners and the Board of Directors does not have
any financial relationship to each other, as expressed in their independency statement. In
addition, there is no personal relationship either horizontal or vertical, including based
75 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
on marriage, including third degree lineage, to each other, between the Board of
Commissioners, between the Board of Directors, between the Board of Commissioners
and Major Shareholders and between the Board of Directors and Major Shareholders.
E. Remuneration Package/Policy and Other Facilities Reserved for the Board of
Commissioners and the Board of Directors
Types of Remuneration and Other
Facilities
Amount Received in 1 Year
The Board of
Commissioners
The Board of
Directors
People Million
(Rp) People
Million
(Rp)
1 Remuneration (salary, bonus, routine
benefits, tantiem and non-properties
other facilities)
7 32,339 11 65,340
2 Other facilities (housing, transportation,
insurance, health, etc.) *):
a. Given
b. Official
-
-
-
-
-
-
Total 32,339 65,340
Description:
1. Equivalent value in Rupiah;
2. The Board of Commissioners members are 7 (seven) people including Taufiequrahman Ruki, Wawan Ridwan
and Achmad Baraba (Serves as Company’s Commissioner whose term ends on the 31st of March 2015);
3. The Board of Directors are 11 (eleven) people including Bien Subiantoro, Djamal Muslim, Arie Yulianto (Former
Director) and Zaenal Aripin (Serves as Company’s Director whose term ends on the 31st of March 2015) and the
election of Agus Mulyana (Serves as Company’s Compliance and Risk Management Director since the 29th of
March 2015).
4. The Board of Directors members who lives in office house in 2015 are 4 (four) people whereas 4 (four) directors
lives in their own house.
Remuneration package/policy and other facilities for the Board of Commissioners and
the Board of Directors, is decided in the GM (Shareholders General Meeting). The
amount of remuneration for the Board of Commissioners and the Board of Directors
members is as follows:
Remuneration per Commissioner
in 1 year*)
Number of the
Board of Directors
Number of the
Board of Commissioners
above Rp 2 billion 10 5
above Rp 1 billion to 2 billion 1 -
Above Rp 500 million to Rp 1 billion - 2
below Rp 500 million
Description:
The Board of Commissioners and the Board of Directors receive remuneration package
in 1 (one) year categorized by level of income (per member).
F. Share Option
Concerning compensation for the Board of Commissioners, the Board of Directors and
executive officers, PT. Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk., does
not granted share option.
76 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
G. Highest and Lowest Salary Ratio
The highest and lowest salary ratio, in comparison scale can be summarized as follows:
No Description Highest Lowest Ratio
Highest Lowest
1 Employees highest and lowest salary
ratio
45,000 3,286 13,69 1,00
2 The Board of Directors highest and
lowest salary ratio
130,000 104,000 1,25 1,00
3 The Board of Commissioners highest and
lowest salary ratio
65,000 52,000 1,25 1,00
4 The Board of Directors highest salary
ratio and the Employees highest salary
130,000 45,000 2,89 1,00
H. Employment
H.1 Recruitment Management and Career Development
H.1.1 Recruitment Management
In accordance with the Bank vision to become the top 10 biggest and best
performance Bank in Indonesia, the Bank expand its business networks
with respect to employment concern by definite recruitment process in
accordance with the capacity planning. The media used in recruitment
process is as follows:
a. Online Recruitment
b. Filling System
c. Campus Hiring
d. Job Fair/Career Day
e. Advertising
Consistent recruitment management use the following methodology:
a. Fresh Graduate Recruitment
The Bank recruit fresh graduates from respectable universities.
b. Experience Hire Recruitment
The Bank recruit experienced workers with required skills and
technical knowledge to fill vacant position.
c. Officer Development Program
The Bank recruit new employees to be included in leadership
succession program.
H.1.2 Career Development
The Bank career development comprise of rotation and promotion to
maintain organization stability and human resources availability to fill the
needs and objectives of the Bank, better productivity, risk management
related to working process of each unit. By rotation and promotion, the
Bank implements Human Resources management function such as
development function and employees maintenance with respect to
77 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
position qualification concerning competency, experience and
ethics/employees behaviour.
H.2 Administration and Compensation Management
Remuneration for employees is a subject to the provisions under the Board of
Directors Decision number 1075/SK/DIR-SDM/2015 dated 01 December 2015 on
the Guidance of Employees Remuneration and Facilities and the Board of Directors
number 231/SK/DIR-SDM/2015 dated 01 April 2015 on the Guidance of Grading
and Single Salary within the total reward scheme as follows:
H.3 Performance Management and Employees Competency
H.3.1 Performance Management
To better the employees performance and motivation with respect to the
Bank target performance, individual employees performance is assessed
periodically.
H.3.2 Competency Development
Employees capabilities development is the key to the availability of
reliable human resources to answer the challenges of business
development in the more dynamic banking sector. The Bank assess
competency to identify employees capabilities and knowledge in
performing their tasks and responsibilities. The result of such
identification can be used as recommendation, both development or
employees career development.
(direct transaction)
(indirect transaction)
Salary
Position Facilities
Employee Facilities
Social Security & Pension
Paid Leave
Overtime
Secretary Benefit
Performance Index Production Services
Overtime Benefit Overtime Incentive
Directors Secretary B. Commissioners Secretary B.
Dental
Glasses
In-patient
Out-patient
Delivery
COP, Car Allowance
Office House, Housing Benefit
Mobile phone, credit top up
Suit facilities
Newspaper/Magazine Facilities
Uniform
Relocation Facilities (Moving, Holiday)
Recreation Facilities
Pension
Pension Fund
BPJS TK (JHT, JKK, JKM, Pension Security)
Sporting Facilities
Meeting allowance
Official Travel (pocket money & Accommodation, transportation)
BPJS Kesehatan
Pension Preparation (MPP)
78 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
H.4 Employees Relationship Management and Policies on Human Resources
H.4.1 Employees Relationship Management includes the following actions:
a. Establishment of Industrial Relationship Management Unit
The Bank establish industrial relationship management unit to ensure
its effective and efficient management by optimizing coordination and
leadership.
b. Restructuring Provisions on Employees Discipline
The Bank complies with the requirements, provisions and the
mechanism of employees discipline by establishment of the Guidance
on Employees Discipline.
c. Employees Circular Issue
1. The Board of Directors number 047/SE/DIR-SDM/2015 dated 30
July 2015 on Employer Internal Control Responsibilities.
The Bank stately express that the position which is 2 level higher
shall carry out supervision and internal control, therefore such
superordinate is responsible to ensure all employees under their
coordination to work according to their tasks and responsibilities
and the applicable regulations.
2. The Board of Directors Circular number 071/SE/DIR-SDM/2015
dated 23 October 2015 on Non-Disclosure Agreement on
Confidential Information of Employees Compensation and
Benefits.
The Bank shall made its employees to enter into non-disclosure
agreement on confidential information of employees
compensation and benefit, either to fellow employees or to any
other parties.
d. Internal Communication Facilities
The Bank establish internal communication facilities in the form “HC
Cares” as the forum of discussion and sharing, feedback or input,
creative ideas and innovation, and the right place to ask for
consultation.
H.4.2 HRM Policies Management
The Bank has policies on HRM management by coordinating employment
aspects with the employment unit, both in recruitment and career
development, administration and compensation, or performance
management and Employees competency.
79 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
I. The Frequency of the Board of Commissioners and Board of Commissioners
Meeting
I.1 The Frequency of the Board of Commissioners Meeting
In 2015, the Board of Commissioners held 51 (fifty one) meetings with attendance
rate as follows:
No Name Position Attendance
1 Taufiqurachman Ruki* President Commissioner 3
2 Muhadi Commissioner 47
3 Wawan Ridwan* Commissioner 8
4 Achmad Baraba* Independent Commissioner 9
5 Klemi Subiyantoro** Independent Commissioner
Acting for the President
Commissioner
45
6 Yayat Sutaryat Independent Commissioner 47
7 Rudhayanto Mooduto Independent Commissioner 47
* Serves as Company’s Commissioner whose term ends on the 31st of March
2015
** Serves as Independent Commissioner Acting for the President Commissioner
whose term ends on the 31st of March 2015
In 2015, none of the Board of Commissioners meeting held by means of
teleconference technology.
I.2 The Frequency of the Board of Directors Meeting
In 2015, the Board of Directors held 23 meetings, with attendance rate as follows:
No Name Position Attendance
1 Ahmad Irfan Managing Director 19
2 Zaenal Aripin* Compliance and Risk
Management Director 4
3 Nia Kania Financial Director 19
4 Fermiyanti Consumer Director 17
5 Suartini Commercial Director 18
6 Benny Santoso Operational Director 17
7 Agus Gunawan Micro Director 19
8 Agus Mulyana** Compliance and Risk
Management Director 10
* Serves as Company’s Director whose term ends on the 31st of March 2015
* Serves as Company’s Director whose term ends on the 29th of May 2015
80 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
J. Internal Fraud
The number of internal fraud found by the Bank in 2015:
Internal Fraud
in 1 Year
The Number of Cases
Members of
The Board of
Commissioners and
the Board of
Directors
Full Time
Employees
Part Time
Employees
Previous
Year
Current
Year
Previous
Year
Current
Year
Previous
Year
Current
Year
Total Fraud - - 10 5 - 2
Solved - - 9 5 - 2
Under
Investigation by
Bank Internal
- - - - - -
Waiting for
Decision - - - - - -
Filed to Court
of Justice - - 1 - - -
The list of fraud in the table above is harmful to the Bank with potential losses more than
Rp.100.000.000. As of August 2015, bank bjb increase the reward and punishment
function in its business process which affected by fraud to increase SKAI function,
employees discipline and the quality of business process.
K. Legal Matters
Legal Matters Amount
Civil Criminal
Solved (Ruled by the court) 23 None
Under process 32 None
Total 55 None
L. Transaction with Conflict of Interest
Concerning conflict of interest, it is a subject to the provisions under the following
instruments:
a. The Board of Commissioners Decision number 10/SK/DK/2015 dated 2 September
2015 on the Guidance and Procedures of The Board of Commissioners;
b. The Board of Directors Decision number 931/SK/DIR/2007 on Good Corporate
Governance;
c. The Board of Directors number 1217/SK/DIR-KP/2015 on Conflict of Interest of PT.
Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk.
M. Shares Buy Back and/or Bonds Buy Back
In 2015, the Bank did not make any buy back transaction of its shares, also it did not buy
back its bonds.
81 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
N. Funding for Social Activities in 2015
Concerning corporate social responsibilities, in 2015 the Bank had granted CSR fund as
much as Rp.53.861.652.684 (fifty three billion eight hundred sixty one million and six
hundred fifty two thousand and six hundred eighty four Rupiah). 58% of which was
granted to the local government and another 42% was granted to public. Such CSR fund
absorbed by various sectors such as environmental concerns as much as Rp.30,7 billion
(56%), education sector as much as Rp.16,98 billion (32%) and health sector as much as
Rp.6,17 billion (12%).
The following table summarized the CSR fund granted by the Bank: SECTOR SUBSECTOR ACTIVITIES NOMINAL
(Rp)
ENVIRONMENTAL
(Rp.30,708,376,380)
Development/general
infrastructure
rehabilitation
Development/mosque
infrastructure
renovation/majlis
ta’lim/mushala
Sanitation, Cemetery
City landmark
Theatre house
Neighborhood road
Suspension bridge
8,257,335,868
Environment quality
enhancement/improvem
ent
City park management
Tree/fruit seedling
Bio-pore construction
Environmental
conservation
Housing
construction/renovation
for poor people
Waste water treatment
plant
11,652,994,062
Public welfare
Charity program
Donation for orphan and
dhuafa
Break fasting with orphan
and dhuafa
Basic primary goods
distribution
Honoring civil servants
Veteran appreciation
4,450,475,000
Increase public
participation in
environmental care
Garbage cars, trash bins,
trash carts and potted
flowers
Garbage bank
Environmental
discussion and campaign
Recycling/Greenschool
City Clean by Youth
Movement
Natural concert
Public economic
empowerment
Capital support
Technical
training/entrepreneur
Beautician equipment
1,557,211,750
82 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Technology
implementation
Paddy hullers
Cattle farming
Public condition
revitalization
Flood disaster relief
Donation for housing and
school
Social problems
solutions and shelter for
people with HIV
408,662,500
Religion
Mosque
construction/renovation
Mosque
equipment/facilities
1,323,130,200
Sports
Pole rally
Sporting fields
improvement
45,000,000
EDUCATION
(Rp. 16,981,216,054)
Education Infrastructure
construction/rehabilitati
on
Classroom, dorm
construction/improveme
nt
TPA, PAUD, Madrasa,
Pesantren Construction
School facilities
infrastructure
construction/renovation
(sports, canteen, toilet,
school yard, school
access roads, windows,
doors, etc.)
11,332,280,780
Education facilities
Library
Internet corner
PCs
Projectors
Sound system for Al-
Qur’an recital
Books, education, APE
Training equipment
School furniture
Artist
2,153,117,470
Culture, art and history
Art informal school
renovation
Art and music equipment
Gamelan
salendro/salancar
Keraton Galuh Pakuan
existence seminar
Art and culture
performance
923,600,394
Nation building
Scholarship
Anti-corruption festival
Public access
empowerment to
education services
Seminar, workshop
Training/skills
development
923,600,304
83 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
HEALTH
(Rp. 6,172,060,250)
Public health services
empowerment
Cataract charity
operation
Free medical check-up
Mass circumcision
Blood donor
3,922,357,250
Health facilities
Ambulance
Red Cross operational
car
Lansia care
Transferring patient
stretcher
1,382,986,000
Health infrastructure
rehabilitation/developm
ent
Posyandu renovation
Clean fresh water
services
Sanitation facilities care
830,717,000
Increase the roles of
people in health Psychotic care 36,000,000
53,861,652,684
O. Executive Summary of Good Corporate Governance Self-Assessment by the Bank
in 2015
Bank Name : PT. Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk.
Position : December 2015
GCG Self-Assessment
Individual
Ranking Ranking Definition
2
Reflected that Bank management has implement Good
Corporate Governance (GCG) properly. This is
reflected from the realization of GCG principles. Any
weakness found in GCG implementation, such
weakness is less significant and can be solved by
normal management actions.
Analysis
Conclusion:
From the analysis of all the above characters/indicators:
A. Governance Structure
1. Positive factor of the Bank governance structure aspects is as follows:
- The Bank management composition in December 2015 comprise of 4 (four)
members of the Board of Commissioners and 7 (seven) members of the Board of
Directors, all of them are the people with integrity, competency and good
financial reputation. This is supported with fit and proper test result carried out
by the Financial Authority Services (OJK) which qualified them as had passed
the fit and proper test;
- The Board of Commissioners and the Board of Directors members doesn’t have
multi-position except for anything stated in the Bank Indonesia Regulation on
GCG Implementation by Conventional Bank and any other regulations;
84 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- The Board of Commissioners and the Board of Directors doesn’t have any
personal relationship including the second decree with the fellow members;
- The Bank had refined its organizational structure in accordance with its business
complexities and has positioned its Directors according to their tasks and
responsibilities;
- The Bank has established committees under the Board of Commissioners (Audit
Committee, Risk Management Committee, Remuneration and Nomination
Committee, Business and Credit Monitoring Committee and Integrated
Management Committee) which members has the competency according to their
own function;
- The Bank has established Internal Audit Unit, Compliance Unit and Risk
Management Unit which had been made independent from business unit and
operational;
- The Bank has adequate policies and procedure for all Bank business activities
such as Credit Policy, Risk Management, etc.;
- The Bank implements adequate written policies, system and procedures to
provide financing to related parties and large exposure, including monitoring and
management in the case of non-performing loan;
- The Bank has guidance on GCG which implements policies on bank operational.
- The Bank has guidance on Conflict of Interest to handle conflict of interest in its
business;
- The Bank has Standard Implementation of Bank Internal Audit Standards
Function as the basis of its Internal Audit function;
- The Bank had prepared GCG Implementation Report at the ends of financial
year in accordance with the applicable laws and regulations;
- The Bank had prepared Bank Business Plan in realistic, comprehensive,
achievable, with respects to due diligence and responsiveness to any internal or
external changes;
- The Bank has Compliance Function, especially Compliance Culture by
implementation of quality assurance in the form of compliance sheet and
compliance checklist in the Bank operational activities which consistently
observed the principles of good governance principles and healthy banking.
B. Governance Process
1. Positive factor of the Bank governance process is as follows:
- The Board of Commissioners held meeting to provide recommendation to the
Board of Directors in the implementation of its tasks and responsibilities. The
meeting was held to ensure the implementation of GCG principles in every
Bank businesses at all levels and across organization. In performing
supervision, the Board of Commissioners had directed, monitored and
evaluated the implementation of its strategic policies;
- The Committees under the Bank had performed its function independently
and had analysed properly any recommendation to the Board of
Commissioners;
85 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- The Board of Directors managed the Bank in accordance with its tasks and
responsibilities and fully liable for the Bank management;
- The Board of Directors had prepared the Bank Business Plan in realistic,
comprehensive, achievable comprehensively in consideration of opportunities
and strength of the Bank and identify the weakness and threats against it
(SWOT Analysis);
- The Board of Directors had taken any necessary action for any findings and
recommendations by Internal Audit Unit, external audit, Financial Authority
Services and/or Financial Audit Agency in accordance with the direction
concerning such findings and recommendations;
- Compliance Unit had prepared and taken any necessary actions to create
Compliance Culture across organization;
- Compliance Unit review and/or recommend update and refinement of the
policies, provisions, system or procedure implemented by the Bank;
- Compliance Unit ensure that its policies, provisions, system and procedures,
and the Bank businesses had complied with the Bank Indonesia regulations
and the applicable laws and regulations;
- The implementation of monitoring and reporting of the commitment made
based on the findings by the Financial Authority Services and any other
authority had been carried out by the Compliance Unit in accordance with the
provisions on Bank organizational structure;
- Internal Audit Unit had reported all findings in accordance with the applicable
laws and regulations;
- The appointed Certified Public Accountant office, had carried out independent
audit, according to the professional standards of public accountant and the
scope of audit;
- Internal Audit Unit, Compliance Unit and Risk Management Unit had carried
out their tasks and responsibilities in accordance with the applicable laws and
regulations;
- The decision making on financing decided on the Committee Meeting which
carried out independently without intervention of all relevant parties and/or
any other parties with respect to due diligence principles;
- The Bank had submitted financial and non-financial information in a
transparent manner.
2. Negative factors of the Bank governance process is as follows:
- There is a commitment on the findings by the Financial Services Authority in
progress;
C. Governance Outcome
1. Positive factors of the Bank governance outcome aspects is as follows:
- The Board of Commissioners and the committees under the Board of
Directors had implemented its tasks and responsibilities such as supervision
function, properly. This can be seen from supervision carried out on the Bank
Business Plan target/realization;
86 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
- The committees under the Board of Directors had provide analysis and
recommendation to the Board of Directors. Such Analysis and
Recommendation had been taken into consideration by the Board of
Commissioners in carried out supervision on the Board of Directors;
- The Board of Directors had presented its accountability in the Shareholders
General Meeting (GM) and its 2014 performance report had been accepted by
the GM;
- The Bank had periodically submitted report to the Financial Services
Authority on the Board of Directors performance in relation to its Compliance
Function in accordance with the applicable laws and regulations;
- Internal Audit Unit is objective in its audit;
- Internal Audit Unit had carried out audit in accordance with the RKAT in
2015 and consistent monitoring on audit result and 100% commitment
fulfilment per December 2015.
- External Audit is objective in audit and the result and the management letter
which reflected anything that shall be considered by the Bank had been
submitted in a timely manner to the Financial Authority Services by the
appointed Certified Public Accountant;
- The Board of Commissioners and the Board of Directors is capable to perform
active supervision on the implementation of its Risk Management policies and
strategies.
- There are reports such as Bank Health Level, audit results and other reports
that had been submitted to internal or external parties in accordance with the
applicable laws and regulations;
- The Bank had implemented provisions on compliance sheet on credit to
anticipate that any financing shall not exceed the limit, Collateral, Insurance,
Agreement, PDN, etc. For the period of July – December 2015, the Bank did
not find any breach in its financing;
- Report on monitoring results had been submitted by the Compliance Unit
based on the inspection by the Financial Services Authority, with nearly 100%
fulfilment of commitment in December 2015;
- The Bank had periodically submitted financial and non-financial information
in a transparent manner both on its homepage or in printed publishing;
- With respect to any fines imposed by the Financial Authority Services to the
Bank, the nominal value of breach against the applicable provisions has not
yet decreased.
2. Negative factors of the Bank governance outcome aspect are as follows:
- With respect to any fines imposed by the Financial Authority Services to the
Bank, the nominal value of breach against the applicable provisions has not
yet decreased.
87 bank bjb’s Good Corporate Governance (GCG) Implementation Report 2015
Bandung, 04 May 2016PT. BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.
signedsigned
Klemi Subiyantoro Ahmad IrfanIndependent Commissioner Managing Director
I hereby certify that, to the best of my knowledge and belief,this is the true and accurate translation of the original document.
This 29th day of October 2017
INDRA SOFYARJl. Neptunus Barat VIII A7/9,
Bandung 40286, West Java, IndonesiaPhone +628121425691