PT Bank Central Asia Tbk 2015 Annual Report PT Bank Central Asia Tbk 2015 Annual Report

140 Pages·2016·1.62 MB·English

BCA in Brief Letter to Shareholders Management Discussion and Analysis
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PPTT BBaannkk CCeennttrraall AAssiiaa TTbbkk 22001155 AAnnnnuuaall RReeppoorrtt
Corporate Governance Consolidated Financial Statements Corporate Data
Corporate
238
Governance
Corporate Social
372
Responsibility
Contents
Good Corporate Governance is
integral to maximizing benefits
and added value for BCA’s
stakeholders and supporting
the Bank’s long term business
sustainability
PT Bank Central Asia Tbk 2015 Annual Report
Corporate
Governance
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PPTT BBaannkk CCeennttrraall AAssiiaa TTbbkk 22001155 AAnnnnuuaall RReeppoorrtt
BCA in Brief Letter to Shareholders Management Discussion and Analysis
Table of Contents of BCA Corporate Governance in 2015
INTRODUCTION • Attendance of Management and Shareholders
• Chairman of the 2015 Annual and Extraordinary
• Purpose of Good Corporate Governance GMS
Implementation • Agenda of the 2015 Annual and Extraordinary GMS
• References • Mechanism of Vote Calculation in the 2015 Annual
• Statement of Corporate Governance Implementation and Extraordinary GMS
Commitment • 2015 Annual and Extraordinary GMS Resolution and
• Governance Structure Realization
• Results of GCG Assessment • Statement Concerning the Unrealized GMS
• GCG Implementation Report Resolution
• Major/Controlling Shareholders
IMPLEMENTATION OF INTEGRATED
GOVERNANCE THE BOARD OF COMMISSIONERS
• Requirements for the Board of Directors and Board • Legal Reference
of Commissioners of the Group Principal • Charter of the Board of Commissioners
• Duties and Responsibilities of the Board of • Duties and Responsibilities of the Board of
Directors and Board of Commissioners of the Commissioners
Group Principal • Authorities of the Board of Commissioners
• Duties and Responsibilities of the Integrated • The Board of Commissioner Membership Number,
Governance Committee Composition and Criteria
• Duties and Responsibilities of the Integrated • Composition of Members of the Board of
Compliance Committee Work Unit Commissioners of BCA as of 31 December 2015
• Duties and Responsibilities of the Integrated • Diversity in the Composition of Members of the
Internal Audit Work Unit Board of Commissioners
• Implementation of the Integrated Risk • Nomination of Members of the Board of
Management Commissioners
• Development and Implementation of the Integrated • Information Concerning Independent
Governance Guidelines Commissioners and Independence of the Board of
• Assessment of the Integrated Governance Commissioners
Implementation • Share Ownership of the Members of the Board of
• Annual Report of the Integrated Governance Commissioners that amounts to 5% or More of the
Implementation Paid-up Capital
• Dual Functions of Members of the Board of
GENERAL MEETING OF SHAREHOLDERS Commissioners
• The Board of Commissioners Meetings, Joint
• General Meeting of Shareholders Meetings and the Attendance of Members of the
• 2015 Annual and Extraordinary General Meeting of Board of Commissioners
Shareholders Procedure • Implementation of Duties of the Board of
• Implementation of the 2015 Annual and Commissioners
Extraordinary GMS • The Board of Commissioners Performance
Assessment
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Corporate Governance Consolidated Financial Statements Corporate Data
• Procedure of Determining the Remuneration for the COMMITTEES UNDER THE BOARD OF
Board of Commissioners COMMISSIONERS
• The Remuneration Structure of the Board of
Commissioners THE AUDIT COMMITTEE
• Orientation Programs for New Members of the
Board of Commissioners • Main Duties
• Training Programs to Enhance the Competence of • Legal Reference
Members of the Board of Commissioners • Charter of the Audit Committee
• Duties and Responsibilities of the Audit Committee
THE BOARD OF DIRECTORS • Authority of the Audit Committee
• Membership of the Audit Committee
• Legal Reference • Membership Composition of the Audit Committee
• Charter of the Board of Directors as of 31 December 2015
• Duties and Responsibilities of the Board of Directors • Term of Office of the Audit Committee Members
• Authorities of the Board of Directors • Independence and Requirements of the Audit
• Segregation of Duties and Responsibilities of the Committee Members
Board of Directors • Meetings of the Audit Committee
• Number, Composition, and Criteria of Members of • Reports on the Implementation of Audit Committee
the Board of Directors Work Program in 2015
• Composition of BCA’s of Directors as of
31 December 2015 THE RISK OVERSIGHT COMMITTEE
• Diversity in the Composition of Members of the
Board of Directors • Main Duties
• Nomination of Members of the Board of Directors • Legal Reference
• The Board of Directors Statement of Independence • Guidelines and Code of Conduct of the Risk
• Share Ownership of Members of the Board of Oversight Committee
Directors that amounts to 5% or More of the Paid-up • Membership of the Risk Oversight Committee
Capital • Membership Composition of the Risk Oversight
• Dual Functions of Members of the Board of Directors Committee as of 31 December 2015
• The Board of Directors Meetings, Joint Meetings, • Term of Office of the Risk Oversight Committee
and Attendance Members
• The Board of Directors Performance Assessment • Independence and Requirements of the Risk
• Procedure of Determining the Remuneration of the Oversight Committee Members
Board of Directors • Duties and Responsibilities of the Risk Oversight
• Remuneration Structure of the Board of Directors Committee
• Training Programs for New Members of the Board • Meetings of the Risk Oversight Committee
of Directors • Report of the Implementation of the Risk Oversight
• Training Programs to Enhance the Competence of Committee Work Program in 2015
members of the Board of Directors
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BCA in Brief Letter to Shareholders Management Discussion and Analysis
THE REMUNERATION AND NOMINATION • Reports on the Implementation of the Integrated
COMMITTEE Governance Committee Work Program in 2015
• Main Duties THE EXECUTIVE COMMITTEE OF THE BOARD
• Legal Reference OF DIRECTORS
• Guidelines and Code of Conduct of the Remuneration
and Nomination Committee • Asset & Liability Committee
• Membership of the Remuneration and Nomination • Risk Management Committee
Committee • Integrated Risk Management Committee
• Membership Composition of the Remuneration and • Credit Policy Committee
Nomination Committee as of 31 December 2015 • Credit Committee
• Term of Office of the Remuneration and Nomination • Information Technology Steering Committee
Committee Members • The Personnel Case Advisory Committee
• Independence and Requirements of the
Remuneration and Nomination Committee CORPORATE SECRETARY
Members
• Duties and Responsibilities of the Remuneration • Position and Officer of Corporate Secretary
and Nomination Committee • Duties and Responsibilities of the Corporate
• The Remuneration and Nomination Committee Secretary
Meetings • Overview of Duties Fulfilled by the Corporate
• Policy Concerning the Succession of the Board of Secretary in 2015
Directors • Competency-Building Training Program for
• Report on the Implementation of the Remuneration Secretary
and Nomination Committee Work Program in 2015
INVESTOR RELATIONS FUNCTIONS
THE INTEGRATED GOVERNANCE
COMMITTEE • The Main Duty of Investor Relations
• BCA Investor Relations Activities in 2015 and 2014
• Main Duties • Frequency of Monthly Investor Relations Activities
• Legal Reference in 2015
• Charter of the Integrated Governance Committee
• Duties and Responsibilities of the Integrated INTERNAL AUDIT DIVISION
Governance Committee
• Membership of the Integrated Governance • Structure and Position of Internal Audit Division
Committee • The Position of Internal Audit Division in BCA‘s
• Membership Composition of the Integrated Organizational Structure
Governance Committee • Organizational Chart of Internal Audit Division
• Number and Composition of Independent • Duties and Responsibilities of the Internal Audit
Commissioners Division
• Terms of Office of the Integrated Governance • Implementation Standards
Committee Members • Scope
• Work Mechanism • Independence
• Meetings of the Integrated Governance Committee • Number of Auditors in the Internal Audit Division
• Reporting
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Corporate Governance Consolidated Financial Statements Corporate Data
• Internal Audit Division Activities in 2015 CODE OF ETHICS
• Audit Plan Focus in 2015
• BCA Code of Ethics for Bankers
PUBLIC ACCOUNTANT (EXTERNAL AUDIT) • Sensitization and Enforcement of the Code of Ethics
• Enforcement of Code of Ethics and Sanctions for
COMPLIANCE FUNCTION Breach of Code of Ethics
• Compliance-Related Activities in 2015 CORPORATE CULTURE
• Know Your Customer and the Supporting and
Information in the Implementation of Anti-Money • BCA’s Vision
Laundering and Prevention of Terrorism Financing • BCA’s Mission
in 2015 • BCA’s Values
• Indicators of Compliance in 2015
STOCK OPTION
IMPLEMENTATION OF RISK MANAGEMENT
PROVISION OF FUNDS TO RELATED PARTIES
• Risk Management System AND LARGE EXPOSURES
• Managed risks
STRATEGIC PLAN
INTERNAL CONTROL SYSTEM
• Strengthening Payment Settlement Services
CORRUPTION PREVENTION • Lending
• Business Development among the Subsidiaries
• Implementation Of Anti-Fraud Strategy
• Whistleblowing System TRANSPARENCY OF FINANCIAL AND NON-
• Anti Gratuity FINANCIAL CONDITION UNDISCLOSED IN
• Internal Fraud OTHER REPORTS
TRANSACTIONS WITH CONFLICT OF INTEREST • Transparency of Financial Conditions
AND AFFILIATED TRANSACTIONS • Transparency of Non-Financial Conditions
SIGNIFICANT CASES AND ADMINISTRATIVE HIGHEST AND LOWEST SALARY RATIO
SANCTION
SHARES BUY BACK
ACCESS TO COMPANY DATA AND INFORMATION
PROVISION FUNDS FOR SOCIAL ACTIVITIES
• Access to Information
• Website BCA and Social Media BCA PROVISION FUNDS FOR POLITICAL ACTIVITIES
• List of BCA Press Releases in 2015
• Correspondence with the Financial Services FULFILLING THE RECOMMENDED GCG CODE
Authority (OJK) and Indonesia Stock Exchange FOR PUBLIC COMPANIES
(IDX)
• Internal Communication
• Bakorseni
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BCA in Brief Letter to Shareholders Management Discussion and Analysis
Corporate Governance
Consistent good corporate governance implementation carried out to maintain
the trust of shareholders and stakeholders of PT Bank Central Asia Tbk
(“BCA”) has become even more crucial with the increasing business risks and
challenges encountered by the banking industry in the era of ASeAn economic
Community.
INTRODUCTION
1. Purpose of Good Corporate Governance a. Support the vision of BCA to be “the bank of
Implementation choice and a major pillar of the Indonesian
BCA understands that implementation of good economy”.
corporate governance is imperative to maintain the b. Support the following missions of BCA:
Company’s business sustainability and maximize • Build centers of excellence in payment
value in the long run. Implementation of good settlements and financial solutions for
corporate governance in BCA is intended to: businesses and individuals.
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• Understand diverse customer needs and h. Financial Service Authority Circular Letter
provide the right financial services to no.15/SeOJK.03/2015 dated 25 May 2015
optimize customer satisfaction. on The Implementation of Good Corporate
• Enhance our corporate franchise and Governance for Financial Groups.
stakeholder value. i. Financial Service Authority Regulation no.6/
c. Give benefits and added value to the POJK.03/2015 dated 31 March 2015 on
shareholders and stakeholders. Transparency and Published Bank Reports.
d. Sustain and increase sound and competitive j. Financial Service Authority Circular Letter
business continuity in the long run. no.11/SeOJK.03/2015 dated 17 April 2015 on
e. enhance the trust of investors in BCA. Transparency and Published Bank Reports.
k. Financial Service Authority Regulation no.21/
2. References POJK.04/2015 dated 16 november 2015 on The
BCA’s policy for Good Corporate Governance is Implementation of The Integrated Governance
developed based on the following: Guidelines for Listed Company.
a. Regulation no.X.K.6 concerning Submission l. Financial Service Authority Circular Letter
of the Annual Report of Issuers or Public no.32/SeOJK.04/2015 dated 17 november
Companies – Attachment of Chairman of 2015 on The Implementation of The Integrated
the Capital Market and Financial Institution Governance Guidelines for Listed Company.
Supervisory Agency Decision no.Kep-431/
BL/2012 dated 1 August 2012. 3. Statement of Corporate Governance Implementation
b. Criteria of Annual Report Award 2015. Commitment
c. Regulation of Bank Indonesia (PBI) no.8/4/ Implementation of GCG is a key factor in maintaining
PB1/2006 dated 30 January 2006 on The the trust of shareholders and stakeholders in BCA.
Implementation of Good Corporate Governance It has become even more significant with the
for Commercial Banks which has been amended increasing business risk and challenges faced by
by the Regulation of Bank Indonesia (PBI) the banking industry. Through the implementation
no.8/14/PB1/2006 dated 5 October 2006. of GCG principles, BCA will be able to maintain
d. Bank Indonesia Circular Letter no.15/15/DPnP soundness and competitive business continuity.
dated 29 April 2013 on the Implementation of
Good Corporate Governance for Commercial BCA is committed to continuously improving the
Banks. implementation of good corporate governance
e. ASeAn Corporate Governance Scorecard. principles in accordance with the provisions of the
f. The Indonesian Good Corporate Governance applicable legislation and the development of best
Roadmap issued by the Indonesia Financial corporate governance practices, as well as the
Services Authority. ASeAn Corporate Governance Scorecard.
g. Financial Service Authority Regulation no.18/
POJK.03/2014 dated 18 november 2014 on The
Implementation of Good Corporate Governance
for Financial Groups.
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BCA in Brief Letter to Shareholders Management Discussion and Analysis
4. Governance Structure
A clear division of tasks and responsibilities between different functions/work units within BCA reflects the
application of a checks and balances principle within a good internal control system.
BCA’s Corporate Governance Structure
GMS
BOARD OF Check & Balance BOARD OF
COMMISSIONERS DIRECTORS
Audit Committee Asset & Liability Corporate Secretary
Committee
Risk Management
Risk Oversight Risk Management
Committee Committee
Compliance
Remuneration & Integrated Risk
Legal
Nomination Committee Management Committee
Internal Audit
Integrated Corporate
Credit Policy Committee
Governance Committee
Internal Control
Credit Committee
Information Technology
Steering Committee
Personnel Case Advisory
Committee
The BCA’s structure of Corporate Governance Committee, Credit Committee, Information
consists of: Technology Steering Committee, Personnel
1. The General Meeting of Shareholders (GMS); Case Advisory Committee;
2. Board of Commissioners; 6. Corporate Secretary;
3. Board of Directors; 7. Risk Management, Compliance, Legal, Internal
4. Committees under the Board of Commissioners: Audit work units and Internal Control.
Audit Committee, Risk Oversight Committee,
and Remuneration & nomination Committee; The corporate governance structure allows BCA to
Integrated Corporate Governance Committee. carry out its duties and responsibilities according to
5. executive Committees under the Board of the scope of duty, responsibility, and functions as
Directors: Asset & Liability Committee (ALCO), stated in the applicable regulations.
Risk Management Committee, Integrated
Risk Management Committee, Credit Policy
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Corporate Governance Consolidated Financial Statements Corporate Data
5. Results of GCG Assessment 2. Implementation of duties and responsibilities of
5.1. GCG Self Assessment Implementation the Board of Directors;
3. Adequacy and implementation of duties of the
In 2015, BCA conducted its GCG self assessment Committees;
review in accordance with the Regulations of Bank 4. Handling of conflict of interests;
Indonesia and Bank Indonesia Circular Letter on 5. Implementation of compliance function;
GCG Implementation for Commercial Banks. The 6. Implementation of internal audit function;
assessment falls into 3 (three) governance aspects, 7. Implementation of external audit function;
namely: 8. Implementation of risk management, including
1. Governance Structure; the internal control system;
2. Governance Process; and 9. Funding to related party and large exposures;
3. Governance Outcome. 10. Transparency of financial and non-financial
condition of the Bank, GCG implementation
The 3 aspects of Governance are evaluated in the 11 report; and
(eleven) Assessment Factors below: 11. The Bank’s strategic plan.
1. Implementation of duties and responsibilities of
the Board of Commissioners; Results of the Good Corporate Governance
implementation self-assessment in the first and second
half of 2015 is categorized under “Rank 1” (“Very Good”).
Results of The GCG Implementation Self-Assessment at BCA
Rank Rank Definition
Individual 1 Overall, implementation of Good Corporate Governance (GCG) by the Management
of BCA is rated excellent. As reflected in the substantial implementation of GCG
principles. Any remaining weaknesses in the implementation of GCG principles
are either generally considered not significant or would soon be corrected by the
Management of BCA.
Analysis
The analysis of the Self Assessment on aspects of Governance Structure, Governance Process and Governance Output as
applied to each of the GCG Implementation Assessment Factor can be summarized below:
1. The governance structure as per all the GCG Implementation Assessment Factors is more than adequate and
comprehensive.
2. The governance process as per most of the GCG Implementation Assessment Factors is very effective, supported by a
more than adequate governance structure and infrastructure.
3. The governance output as per most of the GCG Implementation Assessment Factors is of high-quality, resulting from
governance processes that are mostly very effective with the support of a more than adequate governance structure and
infrastructure.
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