Board of Directors Work Guidelines & Dekom

I. Duties and Responsibilities of the Board of Directors

  1. The Board of Directors is in charge and responsible for the management in achieving its objectives as well as maintaining and managing the Bank's assets, and acting as a leader in the management, including but not limited to carrying out other matters that have been and are stipulated in the Articles of Association, GMS Resolutions, Commissioners' Decisions and other legal provisions. applicable to the Compliance Principle.
  2. The Board of Directors in carrying out the management duties of the Bank is required to prepare a Bank Business Plan (RBB) in the form of a strategic plan containing goals and objectives to be achieved within a period of 3 (three) years, by obtaining the opinion/suggestion and approval from the Board of Commissioners and or prior to the GMS. for further submission to Bank Indonesia.
  3. To carry out the duties and responsibilities of the Board of Directors in the management of the Bank, the Board of Directors is chaired by a President Director who is obliged to make the Board of Directors a collegial institution capable of working transparently and each member of the Board of Directors can play a role in its function in accordance with the division of tasks that have been determined by the GMS or the Board of Commissioners. which has been authorized by the GMS.
  4. The President Director based on the decision/decision of the Board of Directors or the meeting of the Board of Directors who in his position represents the Board of Directors/Bank, the President Director in implementing and following up on the Bank's management policies is tasked with coordinating, supervising and acting as the highest leader.
  5. The Board of Directors is required to implement the principles of Good Corporate Governance in every business activity of the Bank at all levels or levels of the organization.
  6. The Board of Directors is required to follow up on audit findings and recommendations from the Bank's Internal Audit Unit, external auditors, results of supervision from Bank Indonesia and/or results of supervision by other authorities.
  7. The Board of Directors is required to carry out its obligations in accordance with the provisions in the Articles of Association and other obligations that have been determined by the GMS based on the applicable laws and regulations.
  8. The Board of Directors maintains and maintains the bookkeeping and administration of the Bank in accordance with the general practice applicable to the Bank.
  9. The Board of Directors is required to prepare an Annual Report and Financial Report.
  10. The Board of Directors oversees and implements a sound management process to assess the adequacy of the risk management system and internal control, financial reporting and compliance.
  11. The Board of Directors is legally responsible in accordance with the provisions of the Limited Liability Company Act or the laws applicable to the establishment of Banks, the Banking Laws and the Bank's Articles of Association.


II. Division of Duties of the Board of Directors

  1. The division of duties of the Board of Directors in the management of the Bank is determined by the General Meeting of Shareholders, taking into account the size of the Bank's organization.
  2. The size of the Bank's organization described in the Bank's organizational structure must clearly describe the division of duties and responsibilities of each member of the Board of Directors in the field or scope of work units/divisions under them.
  3. The Compliance Director functions and/or has duties and responsibilities to monitor and ensure that the Bank, the Board of Directors, members of the Board of Directors and all levels of the Bank, in carrying out their respective duties/obligations and rights/authorities must in good faith observe and comply with the Articles of Association, Decisions GMS, Board of Commissioners' Decisions, Bank's internal regulations/policies, Bank Indonesia Regulations, and other applicable legal regulations.
  4. Each member of the Board of Directors based on the assigned task division is responsible for:
    1. Prepare and determine the implementation plan of the work unit under the relevant member of the Board of Directors.
    2. Coordinate and supervise the implementation of the duties of the work unit under the relevant members of the Board of Directors.
    3. Carry out everything that has been determined or decided by the Board of Directors, the Meeting of the Board of Directors and the President Director as well as other relevant legal regulations.


III. Rights and Authorities of the Board of Directors

  1. The Board of Directors has the right to receive salaries and/or allowances, the amount of which is determined by the GMS or other provisions stipulated in the Articles of Association.
  2. The Board of Directors for certain actions has the right to appoint one or more as representatives or proxies by giving them the powers stipulated in the Special Power of Attorney as long as they comply with the provisions stipulated in the Articles of Association, the Bank's internal regulations/policies, or other applicable legal regulations.
  3. The Board of Directors is authorized to determine and decide all matters relating to the Bank's policies and activities.
  4. The authority of the Board of Directors in terms of making such a decision or decision that requires a Board of Directors Decree, whether carried out through a Board of Directors Meeting or not through a Board of Directors Meeting, is carried out in a manner regulated by a separate chapter in this Board of Directors Decree.
  5. The President Director is authorized to:
    1. Making decisions on matters relating to the implementation and follow-up of Bank policies, whether those have been determined by the Board of Directors or the Board of Directors Meeting, with due observance of the Articles of Association, GMS Resolutions, Directors' Decisions, Commissioners' Decisions and other applicable legal regulations, including the Compliance Principle.
    2. Take a decision to take instructive and/or corrective actions against the policies that have been taken by members of the Board of Directors on work units that are supervised by the relevant members of the Board of Directors.
  6. The Compliance Director is authorized to examine the policy plans and decisions that will be taken by the Bank/Directors, to ensure that everything does not deviate or violate the Articles of Association, GMS Resolutions, Commissioners' Decisions, Bank's internal regulations/policies, Bank Indonesia Regulations, agreements and commitments of the Bank with the Bank Indonesia and other applicable laws and regulations, including the Compliance Principles.
  7. a. President Director together with 1 (one) Director; or
    b. Deputy President Director together with 1 (one) Director; or
    c. 3 (three) Directors, in the absence of a President Director and/or Deputy President Director, are entitled and authorized to act for and on behalf of the Board of Directors and represent the Company.
  8. Each or each member of the Board of Directors is authorized to make decisions on all matters relating to the work units under it, as long as it does not violate and/or contradict the Articles of Association, GMS Resolutions, Commissioners' Decisions, Bank's internal regulations/policies, Bank Indonesia Regulations, agreements and commitments of the Bank. with Bank Indonesia and other applicable legal regulations, including the Compliance Principle.
  9. In the event that certain very important and urgent circumstances arise and a decision must be given immediately, while decision making through the Board of Directors Meeting is not possible, then one of the members of the Board of Directors/Board of Directors may make a valid decision by means of a referendum, namely a joint decision in writing which is approved and signed. by all members of the Board of Directors as long as it does not violate and/or contravene the Articles of Association, GMS Resolutions, Commissioners' decisions, Bank's internal regulations/policies, Bank Indonesia Regulations, agreements and commitments of the Bank with Bank Indonesia and other applicable legal regulations, including the Compliance Principle.


IV. Procedure for Decision Making of the Board of Directors

  1. Decision making of the Board of Directors can be done in the following ways:
    1. Based on the decisions taken/arising in/at the Board of Directors Meeting.
    2. Based on decisions taken/arising outside the Board of Directors Meeting.
    3. Decisions from one or more members of the Board of Directors but not all members of the Board of Directors (non-referendum) provided that decision making has been authorized by all members of the Board of Directors.
  2. Decision making of the Board of Directors outside the Board of Directors Meeting can be made in the following ways:
    1. Decisions of all members of the Board of Directors jointly and in writing (referendum).
    2. Decisions from members of the Board of Directors or more but not all members of the Board of Directors (non-referendum) provided that the decision maker has received authority from all members of the Board of Directors or the Meeting of the Board of Directors or the President Director (in his position representing the Bank/Board of Directors).


V. Decision of the Board of Directors on the basis of Referendum

  1. All members of the Board of Directors jointly (referendum) are authorized to act for and on behalf of or represent the Board of Directors and therefore have the authority to make all decisions on all general and casuistic matters in the Bank's activities, operational and non-operational, including personnel/employees.
  2. Binding Board of Directors decisions can also be taken outside the Board of Directors meeting (without holding a Board of Directors Meeting), as long as the decision is approved in writing and signed/initialized by all members of the Board of Directors.
  3. A member of the Board of Directors or more may submit a proposal to obtain a Decision of the Board of Directors on a matter through a decision based on a referendum, provided that the proposed proposal/issue is submitted in writing to all other members of the Board of Directors and obtains the approval of all members of the Board of Directors.


VI. Board of Directors' Decision Based on Non-Referendum

  1. If one member of the Board of Directors or more but not all members of the Board of Directors has the authority from the Board of Directors or the Meeting of the Board of Directors or the President Director (in his position representing the Board of Directors), then the relevant member of the Board of Directors is authorized to make decisions on all operational and non-operational matters including personnel/employees. .
  2. The granting of authority to members of the Board of Directors to take the non-referendum decision is stated in a Special Power of Attorney.


VII. President Director's Decision

  1. The President Director in his position representing the Board of Directors, can make decisions in the Bank's activities, both operational and non-operational, including regarding personnel/employees as long as the decisions taken are a follow-up and/or implementation of policies that have been determined/decided by the Board of Directors or Board of Directors meeting.
  2. One or more Directors who require a decision of the Board of Directors based on the decision of the President Director may submit a proposal to the President Director in writing.
  3. A Work Unit that requires a decision from the Board of Directors based on the decision of the President Director must submit a proposal through the member of the Board of Directors who supervises the relevant Work Unit in writing, so that the relevant member of the Board of Directors can then forward it to the President Director.


VIII. Change/Cancellation of the Decision of the Board of Directors
The decision of the Board of Directors can only be changed by a decision of a higher institution or higher regulation or by a decision of the Board of Directors taken from or in the Board of Directors Meeting or by a decision of all members of the Board of Directors ( referendum).


IX. Administration of Directors' Decisions

  1. Each Work Unit is required to keep all the Decisions of the Board of Directors it receives and treat it as a confidential Bank document.
  2. The Head of the Work Unit he/she leads may appoint and assign an employee to administer and be responsible for all decisions of the Board of Directors.


X. Supervision of the Implementation of the Decisions of the Board of Directors

  1. Supervision of the implementation of any/all decisions of the Board of Directors is carried out by the Board of Directors as well as by each member of the Board of Directors.
  2. Each member of the Board of Directors is responsible for supervising the implementation of any/all decisions of the Board of Directors within the Work Units under it.


XI. Implementation and Procedures of the Board of Directors Meeting

  1. Meetings of the Board of Directors must be held at least 1 (one) time in 1 (one) month or at any time if deemed necessary by one or more members of the Board of Directors.
  2. Invitation to the Board of Directors Meeting must be submitted by registered letter, or electronic mail (e-mail) or by letter delivered directly to each member of the Board of Directors no later than 3 (three) days before the meeting is held, excluding the date of the summons and the date of the meeting.
  3. For each summons to the Board of Directors Meeting, it must be made and sent by the Secretary of the Board of Directors by providing a copy / copy (cc) to the Corporate Secretary.
  4. Each member of the Board of Directors is required to provide confirmation of his presence in the summons for the meeting of the Board of Directors. If unable to attend, then members of the Board of Directors may be represented through other members of the Board of Directors by using a Power of Attorney.
  5. Each member of the Board of Directors present is entitled to cast 1 (one) vote and an additional 1 (one) vote for each other member of the Board of Directors he represents.
  6. The procedure for conducting the Board of Directors Meeting is held in accordance with the provisions stipulated in the Articles of Association, except for a number of matters that have not been regulated therein to be further determined by this Decree of the Board of Directors, which include:
    1. At the Board of Directors Meeting, a member of the Board of Directors and/or Corporate Secretary must be appointed to record the results of the discussion/meeting discussion (notes) and then be administered/administered in the Set of Minutes of the Board of Directors Meeting.
    2. The Minutes of the Meeting of the Board of Directors shall be signed by all members of the Board of Directors and those present, who take notes (notes) and the leader of the Meeting of the Board of Directors to be further administered/administered in the Set of Minutes of the Meeting of the Board of Directors.
    3. If in the Board of Directors' Meeting it is necessary to vote for the Decision of the Board of Directors in such a way that one or more members of the Board of Directors do not agree with the existing decision, the reasons for disagreeing with the decision in question must be stated in the Minutes of the Meeting of the Board of Directors.
    4. The Chairperson of the Board of Directors Meeting will determine whether or not the next Board of Directors Meeting is necessary if there is a disagreement between each member of the Board of Directors regarding the decision of the Board of Directors Meeting.
    5. The Board of Directors may also make valid decisions without holding a Board of Directors Meeting provided that all serving members of the Board of Directors give their approval by signing the proposed decision. Decisions taken in this way have the same legal force as decisions taken legally at the Board of Directors Meeting.
    6. If deemed necessary, the Board of Directors Meeting requires information from Bank officials or other parties, then the person concerned can be invited to attend the Board of Directors Meeting.


XII. Conflict of Interest Between the Bank and Members of the Board of Directors

  1. If there is a transaction or legal activity carried out by the Bank, it turns out to involve a party who has blood family relations up to the second degree, either in a straight line or a side line, including a marriage relationship (son-in-law or brother-in-law) with one or more members of the Board of Directors. (but not all members of the Board of Directors), then the transaction or legal activity contains an element of "conflict of interest" between the interests of the Bank and the interests of members of the Board of Directors.
  2. If there is a "conflict of interest", then with the approval of the Commissioner, the Bank in carrying out the transaction/legal activity is represented by a member of the Board of Directors who does not fulfill number 1 (one) above while a member of the Board of Directors who fulfills number 1 (one) above must withdraw from the transaction/ relevant legal activities.
  3. If there is a "conflict of interest" involving all members of the Board of Directors, the Bank in the transaction/activity is intended to be represented by the Commissioner or appointed by the Commissioner.
  4. In relation to number 3 where there is no Commissioner, the GMS appoints one or more persons to represent the transaction in the legal activity in question.