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GOOD CORPORATE GOVERNANCE MANUAL
2018 Edition
Background Company made further revisions to its GCG
One concrete manifestation of the Manual, adding a section on Supporting
implementation of good corporate Committees for the Board of Directors and a
governance by the Company is its section on the Company’s anti-fraud
commitment to continuously improve and strategies.
update the manual or guidelines under which The increasingly complex problems in the
corporate governance shall be implemented. Indonesian business sector, especially those
As you may already know, in April 2002 the relating to corporate governance, have
Company issued its first Good Corporate prompted the competent regulatory agencies,
Governance (GCG) Manual. Back then, the among others, the Financial Services
GCG Manual was drawn up after the banks Authority (Otoritas Jasa Keuangan, OJK),
participating in the recapitalization Bank Indonesia (BI), and the Indonesia Stock
(Recapitalization Banks) and the Indonesian Exchange to issue various regulations as the
Bank Restructuring Agency (IBRA) entered regulatory framework for the implementation
into an agreement, which required the of good corporate governance for banks,
Recapitalization Banks to implement good public companies and/or listed companies,
corporate governance and to have a GCG and other financial services institutions. The
Manual. In the period between 1997 and regulations on GCG include Regulation of the
1999 Indonesia was badly hit by an economic Financial Services Authority No.
and monetary crisis, which occurred, among 55/POJK.03/2016 dated 7 December 2016 on
others, because many companies had not the Implementation of Good Corporate
implemented GCG consistently, and Governance for Commercial Banks (replacing
especially because there was a lack of BI Reg 2006 on GCG) as well as its
business ethics and weak law enforcement in implementing regulations, namely Circular of
Indonesia. the Financial Services Authority
No.13/SEOJK.03/2017 dated 17 March 2017
In early 2006, Bank Indonesia (BI) as the on the Implementation of Good Corporate
Indonesian central bank issued Regulation of Governance for Commercial Banks (replacing
Bank Indonesia No. 8/4/PBI/2006 dated 30-1- Circular of Bank Indonesia No.15/15/DPNP
2006 on the Implementation of Good dated 29 April 2013 on the Implementation of
Corporate Governance for Commercial Good Corporate Governance for Commercial
Banks, as amended by Regulation of Bank Banks) and Regulation of the Financial
Indonesia No. 8/14/2006 dated 5-10-2006 on Services Authority No. 21/POJK.04/2015
the Amendment to Regulation of Bank dated 16 November 2015 on the
Indonesia No. 8/4/PBI/2006 on the Implementation of Good Corporate
Implementation of Good Corporate Governance Guidelines for Public Limited
Governance for Commercial Banks Companies as well as its implementing
(hereinafter referred to as "BI Reg 2006 on regulation, namely Circular of the Financial
GCG"), and this prompted the Company to Services Authority No. 32/SEOJK.04/2015
revise its GCG Manual in 2012 in compliance dated 17 November 2015 on Good Corporate
with such regulations. Later, in 2015 the
Good Corporate Governance Manual – PT Bank Central Asia Tbk
2018 Edition
Governance Guidelines for Public Limited - transparency,
Companies. - accountability,
Due to the issuance of new rules and - responsibility,
regulations and the revocation of several - independence, and
rules and regulations under which the 2012, - fairness.
2015 and 2017 versions of the GCG Manual 2. Encourage empowerment of the function
had been made, in 2018 the Company and independence of each organ of the
deemed it necessary to update the GCG Company, namely the General Meeting of
Manual, hereinafter referred to as the "Good Shareholders, the Board of
Corporate Governance Manual" in Commissioners and the Board of
accordance with the latest regulatory Directors.
framework and ethical values which develop 3. Encourage the Company to make
in practice. decisions and take actions on the basis of
high moral values and in compliance with
Purposes and Objectives the prevailing laws and regulations.
4. Optimize the Company’s value in favour
This Good Corporate Governance Manual is of its shareholders, by also taking into
intended as terms of reference for the consideration the interests of other
Company in implementing good corporate stakeholders.
governance in order to: 5. Stimulate the Company’s awareness of its
social responsibility (Corporate Social
1. Encourage the Company’s management Responsibility).
based on the principles of good
corporate, i.e.:
Good Corporate Governance Manual – PT Bank Central Asia Tbk
2018 Edition
Scope
The Good Corporate Governance Manual includes, among others, the following:
Part Chapter
I – Good Corporate Principles of Good Corporate Governance
Governance Policy Company’s Vision and Mission
Corporate Values
Corporate Code of Ethics
General Meeting of Shareholders (GMS)
Board of Commissioners
Supporting Committees for the Board of Commissioners
Board of Directors
Compliance Function
Internal Audit Function
External Audit Function
Communication and Information Function
Risk Management Implementation
Anti-Fraud Strategies
Information Transparency
Corporate Strategic Plan
Implementation of Integrated Corporate Governance (ICG)
II – Implementation Guidelines on Conducting the General Meeting of Shareholders
Procedures Charter and Terms of Reference for the Board of Commissioners
Charter and Terms of Reference for the Supporting Committees
for the Board of Commissioners
Charter and Terms of Reference for the Board of Directors
Self-Assessment Report on the Implementation of Corporate
Governance
Self-Assessment Report on the Implementation of Integrated
Corporate Governance
Annual Report on the Implementation of the Company’s Corporate
Governance
Annual Report on the Implementation of Integrated Corporate
Governance
Legal Grounds 1. Law of the Republic of Indonesia No. 8
The Legal Grounds for the establishment of of 1995 on Capital Markets;
the Good Corporate Governance Manual 2. Law No. 40 of 2007 on Limited Liability
are as follows: Companies;
Good Corporate Governance Manual – PT Bank Central Asia Tbk
2018 Edition
3. Regulation of Bank Indonesia Governance for Financial
No.3/22/PBI/2001 on Transparency of Conglomerates;
Bank’s Financial Condition; 13. Regulation of the Financial Services
4. Regulation of Bank Indonesia No. Authority No. 32/POJK.04/2014 on the
8/13/PBI/2006 on Amendment to Plan and Organisation of General
Regulation of Bank Indonesia No. Meetings of Shareholders of Public
7/3/2005 on the Legal Lending Limit for Limited Companies;
Commercial Banks; 14. Regulation of the Financial Services
5. Regulation of Bank Indonesia Authority No. 33/POJK.04/2014 on the
No.11/1/PBI/2009 on Commercial Board of Directors and the Board of
Banks; Commissioners of Listed Companies or
6. Regulation of Bank Indonesia No. Public Companies;
12/23/PBI/2010 on Fit and Proper Tests; 15. Regulation of the Financial Services
7. Circular of Bank Indonesia No. Authority No. 34/POJK.04/2014 on the
13/8/DPNP dated 28 March 2011 on Fit Remuneration and Nomination
and Proper Tests as amended by Committee in Listed Companies or
Circular of Bank Indonesia No. Public Companies.
13/26/DPNP; 16. Regulation of the Financial Services
8. Circular of Bank Indonesia Nomor Authority No. 35/POJK.04/2014 on
13/28/DPNP dated 9 December 2011 on Corporate Secretaries of Listed
the Implementation of Anti-Fraud Companies or Public Companies;
Strategies for Commercial Banks; 17. Regulation of the Financial Services
9. Regulation No. IX.E.1 on Affiliated-Party Authority No. 21/POJK.04/2015 on the
Transactions and Transactions with a Implementation of Good Corporate
Conflict of Interest, Attachment to Governance Guidelines for Public
Decision of the Head of the Capital Limited Companies;
Market and Financial Institution 18. Regulation of the Financial Services
Supervisory Agency (Bapepam-LK) No. Authority No.31/POJK.04/2015 on
Kep-412/BL/2009 dated 25 November Transparency in Material Information or
2009; Facts by Listed Companies or Public
10. Regulation No. IX.E.2, Attachment to Companies;
Decision of the Head of Bapepam LK 19. Regulation of the Financial Services
No. Kep-614/BL/2011 on Material Authority No 45/POJK.03/2015 on the
Transactions and Change of Main Implementation of Good Corporate
Business Activities; Governance in the Payment of
11. Regulation of the Financial Services Remuneration for Commercial Banks;
Authority No. 17/POJK.03/2014 on the 20. Regulation of the Financial Services
Implementation of Integrated Risk Authority No. 55/POJK.04/2015 on the
Management for Financial Formation of and Guidelines for the
Conglomerates; Work Implementation of the Audit
12. Regulation of the Financial Services Committee;
Authority No. 18/POJK.03/2014 on the 21. Regulation of the Financial Services
Implementation of Integrated Corporate Authority No. 56/POJK.04/2015 on the
Good Corporate Governance Manual – PT Bank Central Asia Tbk
2018 Edition
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