Disclosure and Transparency - bca.co.id/media/files/gcg/en/Disclosure... · Bank Indonesia and shareholders as well as related government institutions as required in the prevailing

TRANSPARENCY OF INFORMATION AND REPORTING PART E

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Good Corporate Governance Policy – PT Bank Central Asia Tbk

September 6th, 2012

PART E

TRANSPARENCY OF INFORMATION AND REPORTING

E.1 Introduction

Transparency means a process contained in a system and standard procedure that

the business activities will always be performed in transparent manner.

Transparency is in basically a principle, guidelines or obligation inherent to Company

and other parties related to the Company to disclose material information on its

business or effect that may affect decision making of the investment portfolio of the

investor.

Information conveyed must meet the requirements of properness, adequacy,

sufficiency, truth and timeliness of conveyance under the applicable regulations.

This transparency principle is applied by disclosing information to the stakeholders

duly observing “confidentiality” in conformity with the applicable provisions.

E.2 Determination of the Transparency Level

Introduction Company shall be obligated to convey the key information to

Bank Indonesia and shareholders as well as related government

institutions as required in the prevailing laws and regulations in

timely, accurate, clear and objective manner.

Information to be

conveyed to the

public

Several kinds of information necessary to convey to general

public will be as follows:

1. Corporate Information

a. Performance of Company

Refers to delivery/reporting as to the financial

performance of the Company.


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September 6th, 2012

b. Corporate Actions

Refers to the Corporate Actions such as holding the

Annual General Meetings of Shareholders, Other

General/Extraordinary Meetings of Shareholder

and other corporate actions.

c. Corporate Governance

Refers to compliance with the Company

management against the prevailing laws and

regulations and awareness of social responsibility of

Company for stakeholders.

2. Business Information

a. Products and Services

Information relating to Products and services, for

example launching of new products/services,

program campaign, advertisements and others.

b. Distribution

Information relating to the network of Company’s

branches, for example inauguration of the new

branch and the activities thereof.

c. Customer Relationship

Information relating to the efforts of maintaining

relationship with customers, for example response

to complaints of customers published in the mass

media.

d. Technology

Relating to the development of Company’s

technology through activities that may support the

overall Company’s performance.


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September 6th, 2012

e. Image

Efforts of improving the Company’s image through

activities involving broad aspect of communication.

3. Information on Employees/Company’sPeople

Relating to information/news of employees of the

Company identified by the public.

Expected Results It is expected that with the given transparency of Company, the

stakeholders will identify the recent development of Company

as to make an efficient and effective decision based on the

information provided and interests/expectations of the

respective stakeholders.

Quality of

Information

In order to present some information that is of good quality,

timely, accurate, clear and objective, the Company shall do the

following:

1. Internal

To understand and always update the knowledge of

applicable regulations by preparing a "checklist"/manual

as controller and monitoring.

2. External

a. To communicate proper information to analysts,

investors or rating company that the Company will

obtain an objective assessment on the information

provided.

b. To cooperate with other related parties to always

do updating on the information provided.

Mechanism and

Facilities for

That information be accepted/received by the interested

parties in a short time, the information instrument may be


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September 6th, 2012

Information

Conveyance

used as follows:

1. Letter

2. Telephone

3. E-Mail

4. Homepage

5. Press Release

6. Analyst gathering

7. Public expose

8. Direct Interview

9. Announcement of the Indonesia Stock Exchange

Information

Preparation

process

The following are the information steps and responsibilities for

provision and conveyance of information:

1. Request/proposal/Steps of Information

a. Programmed Communication Steps

Constitute the programmed communication steps

at the beginning of a definite period and is regularly

conveyed to the stakeholders.

b. Incidental Communication Steps

Constitute communication steps done to respond,

explain or reply the information/news on the

Company covered by media and questions of the

Capital Market Authority.

2. Responsible Party

a. Preparation

The Company Secretariat shall be responsible for the

coordination with related working units and

manage information to be conveyed to external

parties, particularly Capital Market (Stock Exchange,

The Financial Service Authority (OJK), and others)


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and shall be responsible for the coordination with

the related workingunitsand manage information to

mass media and general public.

b. Review

Information to be conveyed by the Company

Secretariat to external parties shall obtain prior

approval from the related Division and the Board of

Directors (if necessary).

3. Distribution

Information distribution to related parties, particularly

the community of Capital Market (Stock Exchange, The

Financial Service Authority (OJK), and others) mass media

and general public shall be done by the Company

Secretariat.

E.3 Aspect of Company Condition Transparency

Introduction As a listed company engaged in banking sector, the Company

shall be obligated to perform transparency of the financial and

non-financial condition to the stakeholders.

Annual Report The Company shall be obligated to prepare and submit/present

the Annual Report with reference to the related regulations.

The Annual Report of Company shall be submitted to Bank

Indonesia, The Financial Service Authority (OJK), the Indonesia

Stock Exchange, and other agencies as required by the

applicable regulations.

The Annual Report shall be submitted to The Financial Service

Authority (OJK) no later than four (4) months after the end of

the fiscal year as many as four (4) copies and at least one (1)


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copy in the original form. The Annual Report in the original

form shall be the annual report to be signed immediately by

the Board of Directors and the Board of Commissioners. The

annual report shall be signed by all existing members of the

Board of Directors and the members of the the Board of

Commissioners in the relevant fiscal year.

The Annual Report shall be made available to the shareholders

when the Annual General Meeting of Shareholders is

convened.

In the event the Annual Report has been made available to the

shareholders before a time period of four (4) months as from

the end of fiscal year, the annual Report shall be submitted to

The Financial Service Authority (OJK) at the same time with the

availability of the annual report of shareholders.

The Annual report shall comprise among others:

1. Summary of important financial data including the

summary of shares

2. Report of the Board of Commissioners

3. Report of the Board of Directors

4. Company Profile

5. Analysis and discussion on management

6. Company Governance

7. Responsibility of the Board of Directors for Financial

Statement/Report

8. The audited Financial Statement/Report

Procedure for

preparing the

The procedure for preparing the Annual Report shall refer to

the regulations of The Capital Market and Financial Institutions


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Annual Report Supervisory Agency (Bapepam-LK) and other related

regulations.

Quarterly and

medium Annual

Financial

Statement/

Report

The Company shall be obligated to prepare and submit the

Annual Quarterly and Medium Financial Statement/Report with

reference to related regulations.

The deadline/time limit for submission of the Financial

Statement/Report shall be as follows:

1. Financial Statement/Report audited by a Public

Accountant, no later than three (3) months after the date

of such Financial Statement/Report.

2. The Financial Statement/Report shall be reviewed in

limited manner by the Public Accountant no later than

two (2) months after the date of such Financial

Statement/Report.

3. The unaudited Financial Statement/Report by the Public

Accountant shall be no later than one (1) month after the

date of such Financial Statement/Report.

The Financial Statement/report shall be announced to the

public with the following requirements:

1. The Company shall be obligated to announce the Balance

Sheet, Loss and Profit Statement and other Reports as

required by Bank Indonesia in at least one (1) Daily

Newspaper of an Indonesia Language nationally

circulated.

2. The form and content of the Balance Sheet, Loss and

Profit Statement and other Reports announced shall have

the same format as those determined by Bank Indonesia.


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3. The Financial Statement /Report shall be signed at least

by two (2) members of the Board of Directors.

4. The announcement shall be made no later than the

period as already stipulated for the delivery of financial

statement/report to The Financial Service Authority

(OJK), the Stock Exchange, and/or Bank Indonesia, The

evidence of announcement shall be delivered/submitted

to The Financial Service Authority (OJK) no later than two

(2) business days after the date of announcement. The

Company shall be obligated to provide Bank Indonesia

with the photocopies or clipping of newspapers

containing the Financial Statement/report Publicized

Quarterly and a disk containing the Financial

Statement/report Publicized Quarterly no later than five

(5) business days as from the date of newspaper

announcement.

The Monthly

Publicized

Financial

Statement/

Report

The Company shall be obligated to prepare and submit/present

the Monthly publicized Financial Statement/report in format of

Monthly Report of the Commercial Bank (LBU) under the

regulations issued by Bank Indonesia. Further, the report shall

be made by Bank Indonesia as the basis for publicizing the

annual Financial Statement/report at the website of Bank

Indonesia.

The Monthly Publicized Financial Statement/report shall be

announced no later than seventy-five (75) days after the

reported month where prior to such announcement, Bank

Indonesia will deliver the monthly Publicized Financial

Statement/report to the Company for review on the accuracy

of the report.


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Annual Financial

Statement/

Report

The Company shall be obligated to prepare and deliver/submit

the Annual Financial Statement/Report with reference to the

related regulations.

The Annual Financial Statement/report shall be accompanied

by the Report of Accountant with unqualified opinion and shall

be submitted to The Financial Service Authority (OJK) and the

Stock Exchange no later than the end of the third (the 3rd)

month after the expiry date of fiscal year.

The Annual Financial Statement/Report shall be announced to

the public with the following conditions:

1. The Company shall be obligated to announce the Balance

sheet, Loss and Profit Statement and other Reports as

required by Bank Indonesia in at least two (2) Daily

Newspapers of the Indonesian Language one of which is

nationally circulated and the other at the place where the

company is domiciled.

2. The form and content of the Balance Sheet, Loss and Profit

Statement and other Reports announced shall have the

same format as those provided by Bank Indonesia.

3. The Financial Statement/Report shall be signed by at least

two (2) members of the Board of Directors.

4. The announcement shall be done no later than as the

period of time as required for the submission of the

Financial Statement/Report to The Financial Service

Authority (OJK), the Indonesia Stock Exchange, and/or

Bank Indonesia. The evidence of such announcement shall

be delivered to The Financial Service Authority (OJK) no

later than two (2) business days after the date of such

announcement. The Company shall provide Bank Indonesia

with the photocopies or clipping of newspapers containing


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the Annual Financial Statement/Report and disks

containing the Financial Statement/Report no later than

five (5) business days as from the date of newspaper

announcement.

Annual Financial

Statement/

Report shall

become part of

the Annual Report

The Annual Financial Statement/report shall become part of

the Annual Report for the purpose of the Annual General

Meeting of Shareholders.

Consolidated

Financial

Statement/

Report

The Company shall be obligated to prepare the Consolidated

Financial Statement/Report based on the applicable Financial

Accounting Standard, if the Company becomes part of the

business group and/or the Company has a Subsidiary.

The Consolidated Financial Statement/Report shall be

presented on the Annual, Annual Mid and Quarterly Financial

Statement/ Report.

Transparency of

Non-Financial

Condition

The non-financial condition shall mean among others the

management, ownership and development of the Company’s

business and group of company’s business, Strategies and

Management Policies and Management Reports.

Transparency of

Information on

Company Products

and Use of

Customer’s

Personal Data

Transparency of Information on Company products shall

become one effort of improving good governance with banking

industry and provide customers with the benefits, risks and

costs inherent to the Company products, whilst the Use of

Customer Personal Data should be done to protect personal

rights of the customers in establishing communication with the


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Company.

From the foregoing, the transparency of information on the

Company product and the use of customer personal data shall

be required to maintain the credibility of the Company and as

well as protecting the rights of customers as consumers using

the banking services as mandated by Law on Protection for

Consumers.

Obligations of

Company relating

to Transparency of

Information on

the Company

product and Use

of Customer

Personal Data

The Company shall be obligated to:

1. Apply transparency of information on the Company

products and use of the Customer Personal Data.

2. Set the policy and have written procedure comprising:

a. Transparency of information on the Company

products and

b. Transparency of the use of Customer Personal Data

that shall be put into effect across the Company Office. The

Board of the Directors of the Company shall assume

responsibility of the implementation of policy and procedure

for such information.

E.4 Affiliated Transaction and Conflict of Interests

Introduction In order to provide legal certainty and protection for

shareholders, particularly the independent shareholders

relating to transaction made by the Company as a listed

company with the affiliation or transaction containing conflict

of interests, then the Company shall be obligated to comply

with the regulations of Bapepam-LK, Regulations of Bank

Indonesia, Articles of Association of the Company, policies of


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the Company and other regulations relating to the

management of Affiliated Transaction and Transaction of

Conflict of Interests.

E.4.1 Affiliated Transaction under the Regulations of Bapepam-LK

Definition Affiliated Transaction shall mean a transaction made by the

Company or Company Controlled by Affiliation of the Company

or Affiliation of members of the Board of Directors, members of

the Board of Commissioners, or Main Shareholders of the

Company.

Announcement

and Affiliated

Transaction

Report

If the Company makes Affiliated Transaction, the Company

shall be obligated to:

1. announce transparency of information to the public and

deliver the evidence of announcement and supporting

documents to The Financial Service Authority (OJK) no later

than the end of the second (the 2nd) business day after

occurrence of such transaction. The announced

transparency of information on any Affiliated Transaction

shall be made under Regulations of Bapepam-LK No. IX. E.

1 on Affiliated Transaction and Conflict of Interests of

Particular Transaction.

2. report to The Financial Service Authority (OJK) for a

particular transaction no later than the and of the second

(the 2nd) day after the occurrence of such transactions,

among others are:

a. The use of any facility provided by the Company or

Controlled Company to the members of Board of


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Commissioners, members of the Board of Directors

and/or Main Shareholders if the Main Shareholders

also function as employees and the facility is directly

associated with the their responsibilities for the

Company and under the policy of the Company and has

been approved by the General Meeting of

Shareholders;

b. Transaction between the Company and employees,

members of the Board of Commissioners, members of

the Board of Directors or employees, members of the

Board of Commissioners, or members of the Board of

Directors of controlled Company under the same

requirements provided it has been approved by the

General Meeting of Shareholders (RUPS). The

transaction shall also include benefits provided by the

Company to all employees, members of the Board of

Commissioners or members of the Board of Directors

under the same requirements under the policies as

determined by the Company;

c. Transaction of a value of not more than zero point five

percent (0.5%) of the paid up capital by the Company

and not more than Rp 5 billion;

d. Transaction made by the Company for the enforcement

of laws and regulations as well as court

decision/injunction;

e. Transaction between the Company and Controlled

Company that shares or capital of which shall be

owned by at least ninety-nine percent (99%) by the

company;

f. Transaction between the Company and the Controlled


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Company that shares or capital of which shall not be

owned entirely and not any of the shares or capital of

the Controlled Company shall be owned by the

members of the Board of Commissioners, members of

the Board of Directors and/or Main Shareholders of the

Company or its affiliated parties, and the financial

statement/report of the Controlled Company is

consolidated with the Company.

The Affiliated Transaction excepted by obligations of

transparency of information, the evidence of announcement

and supporting documents or reporting to The Financial Service

Authority (OJK) in detail shall be provided for in the Regulations

of Bapepam-LK No. IX. E. 1 on Affiliated Transaction and

conflict of interests of a Particular Transaction.

E.4.2 Transaction of Conflict of Interest Under Regulations of Bapepam-LK

Definition Definition of Conflict of interest in the Regulations of Bapepam-

LK No. IX/E.1 shall be different from the economic interests of

the Company and personal economic interests of the members

of the Board of Directors, members of the Board of

Commissioners or Main Shareholders that may prejudice the

Company.

Approval of

General Meeting

of Shareholders

(RUPS)

Transaction containing the Conflict of Interests shall first be

approved by Independent Shareholders or their proxies

authorized therefor at the General Meeting of Shareholders

(RUPS) as provided for in the Regulations of Bapepam-LK


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regarding Affiliated Transaction and conflict of Interests of a

Particular Transaction. The approval thereof shall be confirmed

in a form of Notarial Deed.

If the approved transaction by the General Meeting of

Shareholders (RUPS) as above-mentioned has not been

performed within twelve (12) months as from the date of

approval by the General Meeting Shareholders (RUPS), the

transaction may only be made after obtaining another approval

from the General Meeting of Shareholders.

The Company shall be obligated to provide The Financial

Service Authority (OJK) with result of transaction

implementation containing Conflict of Interests.

Exclusion of

Transaction of

Conflict of

Interests

The exclusion of transaction containing Conflict of Interests

shall be in detail provided for in the Regulation of Bapepam-LK

No. IX.E.1 on Affiliated Transaction and Conflict of Interests of a

Particular Transaction.

E.4.3 Internal Regulation on the Conflict of Interests of the Company

Employees.

Understanding

/Internal

Definition of

Conflict of

Interests

Beside the foregoing, in realizing the Good Corporate

Governance Principle (GCG), the Company has prepared

internal policies providing the transaction of conflict of

interests applicable for the Company Employees as contained

in the internal policies.

In the internal policies a conflict of interests shall mean a

condition in which the members of the Company (Company

Employees) in performance of their duties and obligations shall


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have interests out of official duties, either relating to personal

interests, family interests or interests of other parties that the

members of the Company probably lose their objectivity in

making decision and policies as authorized thereof by the

Company.

Obligations of

Preparing the

Annual Disclosure

With regard to the above:

All employees of the Company shall know, understand, support

and perform the regulations on conflict of interests in full

responsibility, and for that point all members of the Board of

Commissioners, the Board of Directors and Officials of Echelon I

(S1) through Echelon 5 (S5) shall be required to prepare an

Annual Disclosure containing all conditions or situations that

enable the occurrence of conflict of interest. The preparation

of Annual Disclosure shall be self-assessment, that the

authenticity of any disclosure/statement shall be under the

responsibility of the Company People respectively. However,

the Company shall have the right to have testing on the

authenticity of such disclosure and impose sanction on the

offending Company People.

Mechanism for

Preparing the

Annual Disclosure

The mechanism for preparing the Annual Disclosure shall be as

follows:

1. Prepared at each end of the year and shall be delivered to

the Head of Working Unit or Immediate Supervisor of the

Company Employees respectively.

2. Any disclosure receiving official shall understand that the

Annual Disclosure is confidential and shall keep the

confidentiality.


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3. Any conflict of interest or offence/violation found shall be

evaluated by respective Head of working Unit or

Immediate Supervisor of the Company Employees and

reported to the Human Resources Division.

4. Respective Head of Working Unit should coordinate the

preparation of Annual Disclosure and do monitoring over

offence/violation or incompliance with the policy.

E.4.4 Conflict of interest Under Regulations of Bank Indonesia

Definition Addition to regulations on Affiliated Transaction and conflict of

interests, specifically for banking, Bank Indonesia has provided

the transaction on conflict of interests as provided for in

Regulations of Bank Indonesia (PBI) regarding GCG as follows:

Conflict of Interests shall mean different interests between

economic interests of the company and personal economic

interests of the owners, members of the Board of

Commissioners, members of the Board of Directors, Executive

Officials and/or any parties related to the Company. In this

context, the granting of special treatment to certain parties

beyond the applicable procedure and regulations including the

categorized of conflict of interests prejudicing the Company or

diminishing profits of the Company, among others granting of

interest rate not in accordance with the applicable procedure

and regulations.

E.4.5 Decision-Making on the Transaction of Conflict of Interests

Under such circumstances under Law on Limited Liability Company, PBI on GCG,

Regulations of Bapepam-LK and Articles of Association of the Company, in case of


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Affiliated Transaction and conflict of interests, the members of the Board of

Commissioners, members of the Board of Directors and/or Executive Officers that

have such conflict of interests shall not make decision and/or any actions and/or

involved in the transaction process that may prejudice the Company or diminish

profits of the Company and shall be obligated to disclose the condition of conflict of

interests in any decision (making).

The disclosure of conflict of interests in the minutes of meeting shall at least cover

the name of party that has conflict of interests, subject matter of the conflict of

interests and the grounds of consideration of decision making.

E.5 Fund Availability for Related Parties and Large Exposure (Fund) Availability

Introduction In order to avoid failure in the Company business arising out of

concentration on the exposure (fund) availability and improve

independence of the Company management towards potential

intervention of Related Parties, the Company shall be obligated

to apply/adopt the prudence policy in the fund availability

among others by adopting portfolio distribution/diversification

of fund availability granted.

Related Parties Related Parties shall mean an individual or company/body that

has control relationship with the Company, either directly or

indirectly, through relationship of ownership, management,

and/or finance.

Prudence Principle The Company shall be obligated to adopt the Prudence

principle and Risk Management in providing the Fund

Availability, particularly the Fund Availability to Related Parties,

the Large Exposure (Fund) and/or Fund Availability to other


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parties that have interest on the Company.

Legal Basis The legal basis for fund availability to Related Parties and Large

Exposure (Fund) shall be the Regulations of Bank Indonesia

regarding Legal Lending Limit for Commercial Bank.

Guidelines for

Large Exposures

Policy

1. Company shall be obligated to have guidelines and

written procedure for Fund Availability to Related Parties,

Large Exposures Availability.

2. The guidelines for policy and written procedure as

described above shall at least cover:

a. The standard and criteria for selection and

assessment on the Borrower’s feasibility and group

of Borrower;

b. Standard and criteria for determination of the limit

of Exposure Availability;

c. Management information system of the Exposure

Availability;

d. Monitoring system on the Exposure Availability; and

e. Setting the controlling steps to overcome

concentration over the Exposures Availability.

3. The guidelines for policy and written procedure on the

Exposure Availability as described above shall be re-

reviewed periodically at least once a year.

The guidelines for policy and written procedure for the

Exposure Availability as described above shall become an

inseparable part of the policy, procedures and

determination of credit risk as provided for in the

regulations of Bank Indonesia on Application of Risk

Management for Commercial Bank.


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Violation Report

and Excess in

Legal Lending

Limit

In case of violation and excess in Legal Lending Limit, the

Company shall be obligated to report thereof under the

following provisions:

1. The Company shall be obligated to report thereof to Bank

Indonesia each month of any Violation of Legal Lending

Limit, Excess in Legal Lending Limit and Exposure

Availability to the Related Parties.

2. The report shall be signed by the competent authority,

members of the Board of Directors and members of the

Board of Commissioners.

3. Bank shall be obligated to prepare and submit/deliver the

action plan for settlement of violation of Legal Lending

Limit and/or excess in Legal Lending Limit.

4. Bank shall be obligated to submit the report of action

plan implementation respectively on the violation of

Legal Lending Limit and excess in Legal Lending Limit.

E.6 Material Transaction and Change of Main Business Activities

E.6.1 Material Transaction

Introduction In order to improve protection for Investors, the Company shall

meet the regulations of Bapepam-LK among others comprising

regulations on Material Transaction and Change of the Main

Business Activities.

Definition of

Material

Transaction

Material Transaction shall mean any transaction in a value of

twenty percent (20%) or more than the equity of the Company

done once or in a sequence of transactions for a purpose or


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September 6th, 2012

certain activities of transactions hereunder:

1. Participation in business entity, project, and/or certain

business activities;

2. Purchase, sale, transfer, exchange of assets or business

segments;

3. Assets lease;

4. Fund borrowing;

5. Pledging of assets; and/or

6. Providing the Corporate guarantee.

Regulations/

Requirements of

Material

Transaction

The following are regulations/requirements of the material

transaction:

1. Material transaction in a transaction value of twenty

percent (20%) up to fifty percent (50%) of the Company

equity shall not require approval of the General Meeting of

Shareholders (RUPS), but shall be obligated to inform the

Material Transaction thereof to the public under the

regulations of Bapepam–LK on the Material Transaction

and Change of the Main Business Activities.

2. The Material Transaction by the Company in a value higher

than 50% of the Company equity shall first obtain approval

from the General Meeting of Shareholders under the

procedure and requirements as provided for in the

Regulations of Bapepam-LK on the Material Transaction

and Change of the Main Business Activities.

3. The agenda of General Meeting of Shareholders shall

specify the special agenda on description of the material

transaction to be taken.


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Exclusion of

Material

Transaction

The regulations/requirements of Material Transaction shall not

apply to:

1. Company that is doing Material Transaction with the

controlled Company the shares of which are owned by the

Company at least ninety-nine percent (99%) of the paid up

capital by the the subsidiary or the Material Transaction is

carried out between the same Controlled Company the

shares or capital of which ninety-nine percent (99%) are

owned by the Company;

2. The Company that provides corporate guarantees to other

Parties or transaction of Controlled Company owned shall

be at least ninety-nine percent (99%);

3. The Company that receives loan directly from the bank,

venture capital company, financing company or

infrastructure financing company either national or

international;

4. The Company that provides guarantees to the bank,

venture capital company, financing company or

infrastructure financing company either national or

international for the loan directly received by the Company

or Controlled Company;

5. The Company that is doing Material Transaction as the

main Business Activities;

6. Material Transaction by the Company over the assets to be

used:

a. Directly for production process or Main Business

Activities; and/or

b. To support directly the production process or the Main

Business Activities;


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7. Issuance of Effect in addition to Equity Effect by the

Company through Public Offering;

8. The Company that has disclosed information on Material

Transaction fully in Prospectus and has met the

requirements of transparency of information as provided

for in the regulation;

9. The Company that makes addition or reduction to the

capital participation to maintain the percentage of

ownership after the participation has been done for at

least one year;

10. The Material Transaction by the bank that is obtaining loan

from Bank Indonesia or other government

agencies/institutions more than one hundred percent

(100%) of the paid up capital or other conditions causing

bank restructuring by the competent government

institutions;

11. The Material Transaction by a listed company or issuer

beside the bank that has negative net working capital and

negative equity;

12. Release and direct acquisition of an assets by or from the

Company resulting from the decision or injunction of the

court; and/or

13. The Material Transaction by the Company for fulfillment of

obligations as provided for in the prevailing laws and

regulations.

Obligations of

Transparency of

Information on

Exclusion

Controlled Company under the Regulations of Bapepam-LK No.

IX.E.2 shall mean a company controlled either directly or

indirectly by the Company.

The Company that is doing the Material Transaction excluded


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shall be obligated to do transparency of information as

described in the Regulation of Bapepam–LK No. X.K.1.

E.6.2 Change of the Main Business Activities

Definition The Main Business Activities shall mean business activities as

contained in the Articles of Association of Company and have

been executed/performed. If the Company intends to make

any changes of the Main Business Activities, the Company shall

be obligated to obtain prior approval of the General Meeting of

Shareholders (RUPS). The agenda of RUPS shall specify the

special agenda on the discussion about feasibility study on the

change of the Company’s Main Business Activities.

Regulations/

Requirements of

Material

Transaction and

Change of the

Main Business

Activities

Where the change of the Main Business Activities are done by

the Controlled Company the financial statement/report is

consolidated with the Company and Controlled Company shall

become an Issuer that makes public offering in equity or listed

company, it is only the Controlled Company that shall be

obligated to use the procedure under the Regulation of

Bapepam-LK.

Where the change of the Main Business Activities are done the

Controlled Company the financial statement/report of which is

consolidated with the Company and the Controlled Company

not an Issuer that makes public offering in equity or listed

company, the Company shall be obligated to use the procedure

under the Regulation of Bapepam-LK No. IX.E.2 as long as the

contribution to the income of the Controlled Company is

twenty percent (20%) or more than the income of Company


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September 6th, 2012

based on:

a. the annual consolidated financial statement/report of the

Company, if the financial statement/report of the

Controlled Company has been consolidated; or

b. the pro-forma financial information of the Company is

reviewed by the Accountant if the financial

statement/report of the Controlled Company has not

been consolidated in the annual financial

statement/report of the Company.

Details of the requirements for Material Transaction and the

Change of the Main Business Activities shall be provided for in

the Regulation of Bapepam-LK No. IX.E.2.

E.7 Information or Material Facts

Introduction As a listed company whose shares are transacted on the

Indonesia Stock Exchange, the Company shall be obligated to

inform thereof to The Financial Service Authority (OJK) and

announce to the public as soon as practical no later than the

second (the 2nd) business day after the decision or should there

be Information or Material Material Facts that may affect the

value of Company Effects or decision of Investors’ investment.

Type of Material

Information

Information or Material Facts assumed to affect the price of

Company Effects or decision of Investor investment shall be

among others as follows:

1. Merger, purchase of the shares, amalgamation or

formation of joint venture;

2. Distribution of shares or distribution of share dividends;


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September 6th, 2012

3. Income of extraordinary dividends;

4. Acquisition or loss of the main contract;

5. Products or significant innovation;

6. Change of the control or main change of management;

7. Announcement of repurchase or payment of debt effect;

8. Additional sale of effects to the public or in limited

material number;

9. Purchase or loss of material assets sales;

10. Dispute of manpower that is relatively crucial;

11. Lawsuit that is important to Company, and/or Director and

Commissioner of the Company;

12. Bid lodging of purchase of effects of other companies;

13. Substitution of accountant that audits the company;

14. Substitution of trustee;

15. Change of the Company fiscal year.

E.8 GCG Implementation Report

Introduction Under the Regulation of Bank Indonesia, the Company shall

be obligated to prepare a GCG Implementation report that

aims at:

1. Disclosing the GCG practice of Company.

2. Making the actual condition of Company more

transparent.

3. Improving public awareness of the Company.

4. Enhancing the company’s reputation.

The preparation of GCG Implementation Report shall be

carried out at each end of the fiscal year and the GCG

Implementation report may make a separate Chapter of the


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September 6th, 2012

Company’s annual Report or presented separately from the

Company’s Annual Report delivered together with the

Company’s Annual Report.

The GCG Implementation report shall be composed of

Transparency of the GCG Implementation and General

Conclusion of the Self-Assessment Report/Result.

Coverage of

Transparency of

GCG

Implementation

1. Transparency of the GCG Implementation shall at least

cover:

a. Disclosure of the GCG implementation covering

seven (7) aspects to be carried out of the self-

assessment, namely:

i. Performance of duties and responsibilities of the

Board of Commissioners and the Board of

Directors

ii. Completeness and performance of committees’

duties

iii. Application of functions of compliance, internal

audit, and external audit

iv. Application of risk management, including the

internal control system

v. Exposure (fund) availability to related parties and

larger exposure (fund) availability

vi. Strategic plan of the Company

vii. Transparency of financial and non-financial

condition of the Company not disclosed in other

Reports

The self-assessment report on the seven (7) aspects

shall also be contained in the GCG Implementation

Report.


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September 6th, 2012

b. The share ownership of members of the Board of

Commissioners and the Board of Directors that

reaches five percent (5%) or more than the paid up

capital covering the type and number of shares in the

Company, other Banks, Non Bank Financial

Institutions and other companies domiciled at home

or overseas/abroad;

c. Financial relationship and familial relationship of the

other members of the Board of Commissioners, other

members of the Board of directors and/or company

Controlling Shareholders;.

d. Package/remuneration policies and other facilities of

the Board of Commissioners and Board of Directors

of the Company. The disclosure shall at least cover

the number of members of the Board of

Commissioners, members of the Board of Directors,

and total salaries, benefits, share based

compensation, other forms of remuneration and

facilities as resolved by the General Meeting of

Shareholders;

e. Shares Option owned by the Board of

Commissioners, the Board of Directors, and Executive

Officers of the Company (if any);

f. Ratio of the highest salary/pay and the lowest salary;

g. Frequency of meetings of the Board of

Commissioners and the Board of Directors in a year;

h. Internal frauds and efforts of the settlement thereof

by the Company;

i. Legal issue and efforts of settlement by the

Company;


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September 6th, 2012

j. Transaction with the conflict of interests;

k. Buy back shares and/or buy back bonds of the

Company; and

l. Granting of fund for social activities and/or political

activities, either in terms of nominal or exposure

(fund) recipient.

2. The procedure for preparation of the GCG

Implementation Report shall refer to the guidelines for

GCG assessment in book II of this Manual and other

related regulations/requirements.

E.8.1 Self-Assessment of GCG

Requirements/

Mechanism of Self-

Assessment

1. The Company shall at least a year does self-assessment

on the GCG implementation comprising:

a. Performance of duties and responsibilities of the

Board of Commissioners and the Board of Directors

b. Completeness and performance of the committees’

duties

c. Application of the function of compliance, internal

audit, and external audit

d. Application of risk management, including the

internal control system

e. Exposure (fund) availability to related parties and

large exposure (fund) availability

f. Strategic plan of the Company

g. Transparency of the financial and non-financial

condition of the Company not disclosed in other

Reports.


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September 6th, 2012

2. The self-assessment report of GCG implementation

shall become an inseparable part of the GCG

Implementation Report.

3. The procedure for self-assessment report shall refer to

the guidelines for GCG assessment in book II of the

manual and related regulations.

Disclosure and Transparency - bca.co.id/media/files/gcg/en/Disclosure... · Bank Indonesia and shareholders as well as related government institutions as required in the prevailing

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