Governance

Collection of information related to the implementation of OCBC NISP Governance

  • Corporate Governance
  • Integrated Governance
  • KYC/AML

    GMS

    Corporate Governance Report

    Affiliation Table

    Committee Charters

    Policies on Corporate Governance

    Code of Conduct

    Articles of Association

    ASEAN Corporate Governance

    Whistleblowing

General Meeting of Shareholders

GMS 2021

GMS 2021

GMS 2020

GMS 2020

GMS 2019

GMS 2019

GMS 2018

GMS 2018

GMS 2017

GMS 2017

GMS 2016

GMS 2016

GMS 2015

GMS 2015

GMS 2014

GMS 2014

Corporate Governance Implementation Report

The Bank has committed to constantly improve the quality of the implementation of Good Corporate Governance principles in order to ensure that the whole internal process and mechanism carried out within the Bank has aligned with the Bank’s objective as well as taking a role to avoid the infringements.
 
The Bank has consistently implemented the principles of Good Corporate Governance in carrying out all activities of the Bank through a comprehensive and internalized formulation of internal policies and procedures in order to create a system that is able to maintain a balance specifically in terms of internal control in order to achieve the goals and expectations of all concerned parties so as to create added value for the Bank's stakeholders.
 
The Bank considers an effective and efficient GCG implementation to be able to support the achievement of the Bank's business target through strategic planning of governance implementation by building commitment, system and Corporate Culture. In relations to this, the Bank is aware of the importance of commitment from all ranks of management and employees in the quality improvement of GCG practices implementation that has been shown by the efforts of adapting to the best governance practices.

Corporate Governance Implementation Report 2020
Corporate Governance Implementation Report 2020

Corporate Governance Implementation Report 2020

Corporate Governance Implementation Report 2019
Corporate Governance Implementation Report 2019

Corporate Governance Implementation Report 2019

Corporate Governance Implementation Report 2018
Corporate Governance Implementation Report 2018

Corporate Governance Implementation Report 2018

Corporate Governance Implementation Report 2017
Corporate Governance Implementation Report 2017

Corporate Governance Implementation Report 2017

Corporate Governance Implementation Report 2016
Corporate Governance Implementation Report 2016

Corporate Governance Implementation Report 2016

Board of Commissioners Relation Table

Financial and family relationship among members of the Board of Commissioners with fellow members of the Board of Commissioners, Board of Director and/or the Controlling Shareholders of the Bank

Name Finacial Relationship Family Relationship
Controlling Shareholder BOC BOD Controlling Shareholder BOC BOD
Pramukti Surjaudaja
- - - -
Peter Eko Sutioso - - - - - -
Samuel Nag Tsien
- - - - -
Jusuf Halim - - - - - -
Lai Teck Poh (Dua Teck Poh)
- - - - -
Kwan Chiew Choi - - - - - -
Hardi Juganda - - - - - -
Betti S. Alisjahbana - - - - - -

: There is

- : There is No

Board of Directors Relation Table

Financial and Family Relationship of members of the Board of Directors with members of the Board of Commissioners, other Board of Directors members and/ or Controlling Shareholders of the Bank

Name Finacial Relationship Family Relationship
Controlling Shareholder
BOC BOD Controlling Shareholder BOC BOD
Pramukti Surjaudaja - - - -
-
Hartati - - - - - -
Emilya Tjahjadi - - - - - -
Martin Widjaja - - - - - -
Andrae Krishnawan W. - - - - - -
Johannes Husin - - - - - -
Low Seh Kiat
- - - - -
Joseph Chan Fook Onn
- - - - -
Mirah Wiryoatmodjo - - - - - -

: There is

- : There is No

Work Discipline Guideline as the Duties Reference

Board of Commissioners Work Guidelines and Rules of Work
Board of Commissioners Work Guidelines and Rules of Work

Board of Commissioners Work Guidelines and Rules of Work

Code of Directors Board of Directors Charter
Code of Directors Board of Directors Charter

Code of Directors Board of Directors Charter

Audit Committee Charter
Audit Committee Charter

Audit Committee Charter

Code Ethics of Audit Committee
Code Ethics of Audit Committee

Code Ethics of Audit Committee

Risk Monitoring Committee Charter
Risk Monitoring Committee Charter

Risk Monitoring Committee Charter

Remuneration and Nomination Committee Charter
Remuneration and Nomination Committee Charter

Remuneration and Nomination Committee Charter

Nomination Policy of Member of BOC, BOD, SSB, and Committee of BOC
Nomination Policy of Member of BOC, BOD, SSB, and Committee of BOC

Nomination Policy of Member of BOC, BOD, SSB, and Committee of BOC

List of Policies on Corporate Governance

Good Corporate Governance Charter
Good Corporate Governance Charter

Good Corporate Governance Charter

Internal Audit Charter
Internal Audit Charter

Internal Audit Charter

Risk Management Policy
Risk Management Policy

Risk Management Policy

Procurement Policy
Procurement Policy

Procurement Policy

Quote of AML/CFT Policy
Quote of AML/CFT Policy

Quote of AML/CFT Policy

Whistleblowing Policy (Summary)
Whistleblowing Policy (Summary)

Whistleblowing Policy (Summary)

Policy of Report of BOD and BOC Shareholding

Policy of Report of BOD and BOC Shareholding

Report of BOD and BOC shareholding



  1. Background
Based on Financial Services Authority (FSA) regulation No. 11/POJK.04/2017 regarding Report on Shareholding or Every Shareholding Changes of Public Company:
 
  • article 2 paragraph (1): BOD or BOC members are required to report to Financial Services Authority on their shareholding and every shareholding changes of the public company, either directly or indirectly,
  • article 3 paragraph (1): The public company should have a policy regarding the obligation of BOD and BOC members to inform the public company regarding their shareholding and every shareholding changes of the public company.

  1. Purpose
This memo is made in order to comply with the FSA regulation and as a reference for BOD and BOC members in reporting their shareholding and every shareholding changes of Bank OCBC NISP (Bank).
 
  1. Provision of Report Submission
  1. BOD or BOC members are required to report to Financial Services Authority and inform the Bank regarding their shareholding and every shareholding changes of the Bank, either directly or indirectly no later than 3 (three) working days after the occurrence of the shareholding or every shareholding changes of the Bank in the form as attached.
  2. Bank will forward the shareholding report to Financial Services Authority no later than 10 (ten) days after the occurrence of the shareholding or every shareholding changes of the Bank.
  1. This Provision takes effect since the memo is issued and will be reviewed 1 (one) year later according to the validity period of internal memo or if there is any regulation changes from FSA.

The Code of Conduct that Company Must Obey

Bank OCBC NISP Code of Conduct is a basic rule that is enforced by Bank and must be complied by all employees, including the Board of Directors and the Board of Commissioners. Company management can not be separated from the rules of the game which based on the prevailing law, morals and ethics. Therefore the Code of Conduct will always be refined or aligned, in accordance with the conditions of the company and the condition of society.

Code of Conduct Guidance
Code of Conduct Guidance

Code of Conduct Guidance

OCBC NISP's Articles of Association List

Articles of Association No. 4 dated 6 April 2021
Articles of Association No. 4 dated 6 April 2021

Articles of Association No. 4 dated 6 April 2021

Receipt of Notification of the Minister of Law and Human Rights – Deed No. 4 dated 6 April 2021
Receipt of Notification of the Minister of Law and Human Rights – Deed No. 4 dated 6 April 2021

Receipt of Notification of the Minister of Law and Human Rights – Deed No. 4 dated 6 April 2021

ASEAN Corporate Governance Scorecard Reports

Part A - Right of Shareholders

Part A - Right of Shareholders

Rights of Shareholders Company Practice 2019 Source document/location of information
A.1 Basic Shareholder Rights
A.1.1 Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being
(i) declared for interim dividends and
(ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days.

Interim Dividen
The Company did not distribute interim dividend for fiscal year 2018.


Final Dividend
The Company did not distribute final dividend for fiscal year 2018.
1. Annual Report 2019
a. Dividend Summary  (page 11)
Link: https://bit.ly/394AUrn
b. General Meeting of Shareholders - Resolution and Realization of 2019 AGMS - 2nd Agenda  (page 139-140)
Link: https://bit.ly/3acj3QM

2. Company Website - Summary of Minutes of 2019 AGMS Announcement (Second Agenda)
Link: https://bit.ly/2U7uJyt
A.2 Rights to participate in decisions concerning fundamental corporate changes

Do Shareholder have the right to participate in:
A.2.1 Amendments to the company's constitution? Amendment of the Article of Association shall be determined by the GMS where Shareholders have the rights to participate. Company Website - Article of Association (9 April 2015) - Article 25, Section 2 (Pg.117).
Link: https://bit.ly/2U72akw
A.2.2 The authorisation of additional shares? The share that are still in the portfolio will be issued by the Company based on the GMS Approval where Shareholders have the rights to participate in the authorisation of additional shares. Company Website - Article of Association (9 April 2015) - Article 4, Section 5 (Pg.28-29).
Link: https://bit.ly/2U72akw
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? The legal action to transfer, release the rights or encumber all or most of the Company's assets shall obtain the GMS approval. Company Website - Article of Association (9 April 2015) - Article 16, Section 4 (Pg.80-81)
Link: https://bit.ly/2U72akw
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings
A.3.1 Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners? Yes. Evidence: 2019 AGMS - April 9th, 2019
Seventh agenda - Point 4: GMS grant the authority to OCBC Overseas Investment Pte Ltd as majority shareholder to determine the remuneration of the BOC and grant the authority to BOC upon the recommendation to the RNC to determine the remuneration of BOD, to be valid for 3 financial years (2020-2022).
2019 AGMS - Summary of Minutes of 2019 AGMS - Company Website
Link: https://bit.ly/3fa2xmi
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? Yes. It is stipulated in:
a) Announcement of AGMS - Paragraph 4: Shareholder may propose agenda to the Company.
b) Article of Association, Article 12: The carrying out of the GMS is able to be conducted based on request of Shareholders.
Company Website:
a) Announcement of AGMS - Paragraph 4
Link: https://bit.ly/2Uv0qkh
b) Article of Association - Article 12 Point 6 (9 April 2015) (Pg.58-61)
Link: https://bit.ly/2U72akw
A.3.3 Does the company allow shareholders to elect directors/commissioners individually? Yes, as stated in the Summary of Minutes of 2019 AGMS, 7th Agenda. Company Website - Summary of Minutes of 2019 AGMS, 7th Agenda
Link: https://bit.ly/2xgNFSz
A.3.4 Does the company disclose the voting procedures used before the start of meeting? Yes, as stated on the Rules of Procedure of AGMS. It was presented and read before the GMS started. Company Website - Rules of procedure of AGMS 2019 Point 5
Link: https://bit.ly/2UcrK7S
A.3.5 Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? Yes, as stated on:
1. Rules of Procedure of 2019 AGMS Point 6
2. Summary of Minutes of 2019 AGMS
Company Website:
1. Rules of procedure of 2019 AGMS - Point 6
Link: Click Here
2. Summary of Minutes
Link: Click Here
A.3.6 Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? Yes, as stated in the Summary of Minutes of 2019 AGMS, point G Company website - Summary of Minutes of AGMS - Point G (Meeting Resolution).
Link: Click Here
A.3.7 Does the company disclose the list of board members who attended the most recent AGM? Yes, as stated in Summary of Minutes of AGMS - Point B. Company website - Summary of Minutes of AGMS - Point B (Members of BOC and BOD attending the Meeting).
Link: Click Here
A.3.8 Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM No. As stated in Summary of Minutes of AGMS Point B, not all of board members attended the most recent AGM. Company Website - Announcement of Summary of Minutes of AGMS - Point B (Members of BOC and BOD attending the Meeting).
Link: Click Here
A.3.9 Does the company allow for voting in absentia? Yes. The Company allow for voting in absentia, based on Invitation/Notice for AGMS, Notes No. 3. Company Website - Notice for AGMS
Link: Click Here
A.3.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? Yes. All resolutions were adopted by deliberation to reach consensus, as stated in the Announcement of Summary of Minutes of AGMS - Point G Company Website - Announcement of Summary of Minutes of AGMS - Point G (Meeting Resolution).
Link: Click Here
A.3.11 Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? Yes. The Company appointed Notary Engawati Gazali, SH as Public Notary and PT Sirca Datapro Perdana as Share Registrar as independent parties to do quorum calculation and voting for AGMS resolution. Company Website - Announcement of Summary of Minutes of AGMS - Point C (Independent Party to Count the Attendance).
Link: Click Here
A.3.12 Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? Yes. The result of the voites taken during the most recent AGMS was available on website by the next working day.
(AGMS held on April 9, 2019 and Minutes of AGMS was published on April 10, 2019).
Company Website - Announcement of Summary of Minutes of AGMS
Link: Click Here
A.3.13 Do companies provide at least 21 days notice for all AGMs and EGMs? Yes. The Company provided notice 28 days for AGM 2019:
- AGMS Announcement: 18 February 2019
- Invitation/Notice: 4 March 2019
- Date of AGMS: 2 April 2019
The Company did not conduct EGMS in 2019
Company Website - Link: Click Here
A.3.14 Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? Yes, as stated in the Explanation of Agenda of AGMS. Company Website - Explanation of Agenda of AGMS 2019
Link: Click Here
A.3.15 Does the company give the opportunity for shareholder to place item/s on the agenda of AGM Yes, as stated in the Announcement of AGMS - Paragraph 4. Company website - Announcement of Summary of Minutes of AGMS (Paragraph 4)
Link: Click Here
A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner
A.4.1 In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price? There were no merger, acquisition and/or takeover in 2019. Annual Report - Part Management Discussion & Analysis - Page 127
Link: Click Here
A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated
A.5.1 Does the company disclose its practices to encourage shareholders to engage with the company beyond AGM? Yes. Company facilitates various channels to provide information and engage with the shareholders beyond AGM, among others:
1. Company Website - www.ocbcnisp.com
2. Annual Report 2019
3. Direct email to Investor Relation Unit through email ir@ocbcnisp.com
1. Company Website: www.ocbcnisp.com
2. Annual Report 2019: Link: Click Here
3. Email: ir@ocbcnisp.com
Part B - Equitable Treatment of Shareholder

Part B - Equitable Treatment of Shareholder

B. Equitable Treatment of Shareholders Company Practice 2019 Source document/location of information
B.1 Shares and voting rights
B.1.1 Do the company's ordinary or common shares have one vote for one share? The Company's ordinary or common shares have one vote for one share, as stated in the:
a. Article of Association, Article 14, Section 8 (Pg.71).
b. Rules of Procedure of AGMS 2019 (Point 5.e)
Company Website:
1. Article of Association (9 April 2015)
Link: Click Here
2. Rules of Procedure of AGMS 2019
Link: Click Here
B.1.2 Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website /reports/the stock exchange/the regulator's website)? The Company only have one class of shares, based on Article of Association, Article 4, Section 1-2 (Page 24). Company Website - Article of Association (9 April 2015)
Link: Click Here
B.2 Notice of AGM
B.2.1 Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? 1. Corporate Website - Minutes of 2019 AGMS
2. Annual Report 2019 - Resolution and Realization of AGMS 2019 (Pg. 139-142)
showed that each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution.
Company Website - Summary of Minutes of 2019 AGMS
Link: Click Here

Annual Report 2019 - Part GCG (Pg 139-142)
Link: Click Here
B.2.2 Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? The Company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version. Company Website - Invitation/Notice for AGMS 2019
English version: Link Click Here
Bhs Indonesia version: Link Click Here
Does the notice of AGM/circulars have the following details:
B.2.3 Are the profiles of directors/commissioners ( at least age, academic qualification, date appointment, experience, and directorships in other listed companies) in seeking election/re-election included? Profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included, in Explanation on Agenda of AGMS. Company Website - Curriculum Vitae of Independent Commissioner Candidate and The Proposed Reappointed Directors at AGMS 2019
Link: Click Here
B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? As stated on the explanation the Eitht Agenda of AGMS, since the determination of the Public Accountant for 2019 still requires more time, the Company will propose to the Meeting to grant the power and authority to the Board of Commissioners based on the recommendation of Audit Committee, to appoint a Public Accountant to audit the books and records of the Company for the financial year 2019 in accordance with the criteria of OJK Regulation No. 13/POJK.03/2017, and to determine the relevant honorarium and other qualifications for such
appointment.
Company Website - Explanation on Agenda of AGMS 2019
Link: Click Here
B.2.5 Were the proxy documents made easily available? Proxy documents were made easily available and can be downloaded from Company website. Company Website - Proxy Letter AGMS 2019
Link: Click Here
B.3 Insider trading and abusive self-dealing should be prohibited
B.3.1 Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? The Company has Code of Conduct prohibiting insider trading, as stated in the Company Website. Company Website - Code of Conduct
Link: Click Here
B.3.2 Are the directors/commissioners required to report their dealings in company shares within 3 business days? As per OJK Regulation No. 11/POJK.04/2017 dated 14 March 2017 concerning Report on Shareholding or Every Shareholding Changes of Public Company, and the Bank's Internal Memo No. 011/CorpSecr-KN/MI/V/2017 governing the Report of BOD and BOC shareholding. Company Website - Shareownership Composition
Link: Click Here
B.4 Related party transactions by directors and key executives
B.4.1 Does the company have a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest? The Company has a policy requiring directors/commissioners to disclose their interest in transactions and any other conflicts of interest:
1. The BOC Charter, point 8.2 - 8.4
2. The BOD Charter, point 8.16 - 8.17
3. Article of Association
The BOC Charter
Link: Click Here

The BOD Charter
Link: Click Here

Article of Association
Link: Click Here
B.4.2 Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? Based on self assessment result, GCG was well implemented and supported by duties and responsibilities of BOC, BOD and committees which showed effectiveness, independence and no violation of the regulations. Some evidences stated in the Annual Report:
1. Annual Report 2019 - Part GCG - Fund provision for related party and provision of large exposure - Page 199
For providing funds to related parties, the Bank has formulated policies in the form of rules and procedures as part of its prudential banking principles.
2. Annual Report 2019 - Part Risk Management - Page 218
BOC and BOD active supervision includes reviewing and approving the recommendation of Risk Monitoring Committee in relation to the approvalof credit facility granting to related party.
3. Audit Committee Charter
The Audit Committee has the responsibility to ensure that the established control processes are not overriden to accomodate related parties. (Audit Committee Charter - Point 8.8.3)
Annual Report 2019
1. Part GCG & Risk Management
Link: Click Here
2. Audit Committee Charter
Link: Click Here
B.4.3 Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? The Company has policies requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted:
1. Article of Association, Article 16, Section 6, point b (Pg.81-82)
2. Article of Association, Article 16, Section 9 (83)
3. The BOC Charter, point 8.4
4. The BOD Charter, point 6.17
Article of Association (9 April 2015)
Link: Click Here

The BOC Charter
Link: Click Here

The BOD Charter
Link: Click Here
B.4.4 Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? AR 2019 - Part Financial Statement - Related Parties Information page 501 stated that Transactions with related parties are conducted with normal pricing policy and conditions as similar with third parties except for loans to key management personnel.
Note: Key Management Personnel are senior level employees below Directors level. Loans to key management personnels are part of employee benefits.
Annual Report 2019 - Part Financial Statement - Page 501
http: Click Here
B.5 Protecting minority shareholders from abusive actions
B.5.1 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? AR 2019 - Part Financial Statement - Related Parties Information page 507 stated that Transactions with related parties are conducted with normal pricing policy and conditions as similar with third parties except for loans to key management personnel. Annual Report 2019 - Part Financial Statement - Page 507
http: Click Here
B.5.2 In case of related party transactions requiring shareholders approval, is the decision made by disinterested shareholders? The Company's Article of Association - Article 14, Section 4, point b (Pg.68) stipulated the approval of conflict of interest transaction should be approved by independent shareholders. Company Website - Article of Association (9 April 2015)
Link: Click Here
Part C - Role of Stakeholders

Part C - Role of Stakeholders

C. Role of Stakeholders Company Practice 2019 Source document/location of information
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected
Does the company disclose a policy and practices that address:
C.1.1 The existence and scope of the company's efforts to address customers' welfare? Yes 1. Company Website - www.ocbcnisp.com - Personal Banking
Link: Click Here

2. Sustainability Report 2019 - Part Putting Customers First - Pg. 287-291
Link: Click Here
C.1.2 Supplier/contractor selection procedures? Yes Corporate Website - Procurement Policy Pg. 2-3
Link: Click Here
C.1.3 The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? Yes Sustainability Report 2019
- Sustainability Framework & Strategy (Pg. 279-286)
- Being Environmentally Responsible (Pg. 317-321)
Link: Click Here
C.1.4 The company's efforts to interact with the communities in which they operate? Yes Sustainability Report 2019 Part Engaging Communities (Pg. 309-316)
Link: Click Here
C.1.5 The company's anti-corruption programmes and procedures? Yes Annual Report 2019 - Part GCG - Anti Corruption Policies - Pg. 202-205
Link: Click Here
C.1.6 How creditors' rights are safeguarded? Yes 1. Corporate Website - Article of Association, Article 27. Dissolution and Liquidation - Pg. 119
Link: Click Here

2. Annual Report 2019 - Part Management Discussion & Analysis - Management - Solvency (Pg. 125)
Link: Click Here
C.1.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social ? Yes Sustainability Report 2019
Link: Click Here
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights
C.2.1 Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? Yes 1. Company Website: www.ocbcnisp.com
(at home page on the right hand side)

2. Annual Report 2019
- Front cover on the back side
- Page 44 (part of Company Profile)
Link: Click Here
C.3 Mechanisms for employee participation should be permitted to develop
C.3.1 Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? Yes Sustainability Report 2019 - Ocupational Health and Safety (Pg. 299 - 300)
Link: Click Here
C.3.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees? Yes Sustainability Report 2019 - Part Valuing Our People (Pg. 299-308)
Link: Click Here
C.3.3 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? Yes Annual Report 2019 - Part GCG - Implementation of Remuneration (Page 179)
Link: Click Here
C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this
C.4.1 Does the company have procedures for complaints by employees and other stakeholders concerning illegal and unethical behaviour (i.e. corruption, violation of rights)? Yes Annual Report 2019 - Part GCG - Whistleblowing System (Pg. 202-204)
Link: Click Here
C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behaviour from retaliation? Yes Annual Report 2019 - Part GCG - Whistleblowing System (Pg. 202-204)
Link: Click Here
Part D - Disclosure and Transparency

Part D - Disclosure and Transparency

D. Disclosure and Transparency Company Practice 2019 Source document/location of information
D.1 Transparent ownership structure
D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? Yes Annual Report 2019 - Part Company Profile (Page 71)
Link: Click Here
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Yes Annual Report 2019 - Part Company Profile (Page 71)
Link: Click Here
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Yes Annual Report 2019 - Part Company Profile (Page 71)
Link: Click Here
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? - -
D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/vehicles (SPEs)/(SPVs)? Yes Annual Report 2019:
1. Company's Group Structure (Page 75)
2. Shareholder's Profile (Page 38)
3. Subsidiary (Page 76)
Link: Click Here
D.2 Quality of Annual Report
Does the company's annual report disclose the following items:
D.2.1 Corporate objectives Yes Annual Report 2019
Part Management Report (Page 26)
Link: Click Here
D.2.2 Financial performance indicators Yes Annual Report 2019
Part Performance Highlights (Pg. 8-9)
Link: Click Here
D.2.3 Non-financial performance indicators Yes Sustainability Report 2019
Link: Click Here
D.2.4 Dividend policy Yes Annual Integrated Report 2019
Part Management Discussion and Analysis (Page 125)
Link: Click Here
D.2.5 Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners Yes Annual Report 2019 - Profile of the Board of Commissioners and Profile of the Board of Directors (Pg. 58-69)
Link: Click Here
D.2.6 Attendance details of each director/commissioner in all directors/commissoners meetings held during the year Yes Annual Report 2019 - Part GCG
BOC - Pg. 146, BOD - Pg. 172-173
Link: Click Here
D.2.7 Total remuneration of each member of the board of directors/commissioners The company provides remuneration of BOC and BOD Annual Report 2019 - Part GCG (Page 182)
Link: Click Here
Corporate Governance Confirmation Statement
D.2.8 Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? Yes Annual Report 2019 - Part GCG (Page 136)
Link: Click Here
D.3. Disclosure of related party transactions (RPT)
D.3.1 Does the company disclose its policy covering the review and approval of material/significant RPTs? Yes Annual Report 2019 - Part GCG
- Providing funds to related parties and large exposures (Page 199)
- Active supervision of BOC in approving lending to relating parties (Page 219)
Link: Click Here
D.3.2 Does the company disclose the name, relationship, nature and value for each significant/material RPTs? Yes Annual Integrated Report 2019 - Part Financial Statement Note 44 - Related Parties Information (Page 501)
Link: Click Here
D.4 Directors and commissioners dealings in shares of the company
D.4.1 Does the company disclose trading in the company's shares by insiders? Yes. There is no trading by insiders. Annual Report 2019
Part GCG - Code of Conduct - Page 197
Link: Click Here
D.5 External auditor and Auditor Report
Where the same audit firm is engaged for both audit and non-audit services
D.5.1 Are the audit and non-audit fees disclosed? No Annual Report 2019 - Part GCG - Fee for audit and non audit - Page 192
Link: Click Here
D.5.2 Does the non-audit fee exceed the audit fees? Yes Annual Report 2019 - Part GCG - Fee for audit and non audit
Link: Click Here
D.6 Medium of communications
Does the company use the following modes of communication?
D.6.1 Quarterly reporting Yes Company Website - Investor Relation
Link: Click Here
D.6.2 Company website Yes Company Website: www.ocbcnisp.com
D.6.3 Analyst's briefing Yes Annual Report 2019 - Part GCG - Investor Relations (Page 187)
Link: Click Here
D.6.4 Media briefings /press conferences Yes Company wesbite - About OCBC NISP - Press Release
Link: Click Here
D.7 Timely filing/release of annual/financial reports
D.7.1 Are the audited annual financial report / statement released within 120 days from the financial year end? Yes. Financial Report was released on January 23rd, 2020. Annual Report 2019 - Part Financial Statement
Link Click Here
D.7.2 Is the annual report released within 120 days from the financial year end? Yes. Annual Report 2019 was released on March 4th, 2020 or 28 days before AGMS (April 2nd, 2020), at the same date of Invitation of AGMS. - Company Website - AGMS Link: Click Here
- Annual Report 2019 (page 36-37): Click Here
D.7.3 Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? Yes. Annual Report 2019 - BOC and BOD signed the Statement regarding responsibility of 2019 Annual Report. Annual Report 2019 - Statement of BOD & BOC (Page 36-37)
Link: Click Here
D.8 Company website
Does the company have a website disclosing up-to-date information on the following:
D.8.1 Financial statements/reports (latest quarterly) Yes Company Website
Link: Click Here
D.8.2 Materials provided in briefings to analysts and media Yes Company Website
Link: Click Here
D.8.3 Downloadable annual report Yes Company Website
Link: Click Here
D.8.4 Notice of AGM and/or EGM Yes Company Website
Link: Click Here
D.8.5 Minutes of AGM and/or EGM Yes Company Website
Link: Click Here
D.8.6 Company's constitution (company's by-laws, memorandum and articles of association) Yes Company Website
Link: Click Here
D.8.7 Details of whistle-blowing policy Ye Company Website
Link: Click Here
D.9 Investor relations
D.9.1 Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? Yes Annual Report 2019
- Front Cover on backside and Back Cover
- Part Company Profile
Link: Click Here
Company Website: Click Here
Part E - Responsibilities of the Board

Part E - Responsibilities of the Board

E. Responsibilities of the Board Company Practice 2019 Source document/location of information
E.1 Board Duties and Responsibilities
Clearly defined board responsibilities and corporate governance policy
E.1.1 Does the company disclose its corporate governance policy/board charter? Yes Corporate Governance Charter
Link: Click Here

BOC Charter
Link: Click Here

BOD Charter
Link: Click Here
E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed? Yes Article of Association - Article 16, section 3 & 4 Pg. 78-81 (9 April 2015)
Link: Click Here
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated? Yes Company Website - BOD and BOC Charter
Link: Click Here
Corporate Vision/Mission
E.1.4 Does the company have an updated vision and mission statement? Yes. The Company regularly reviews its vision and mission in line with the business development and Company's future plan, and both are still relevant to the current condition and objectives. Company Website
Link: Click Here
E.1.5 Does the board of directors plays a leading role in the process of developing and reviewing the company's strategy at least annually? Yes, Company's strategy is one of the Board of Director meeting agenda regarding Business Plan. Annual Report 2019 - Part GCG page 173 - The Board of Director Meeting Agenda.
Link: Click Here
E.1.6 Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? Yes. The Company has formulated its strategic plan in short and medium term as stipulated in Business Plan and long term plan as outlined in The Bank Strategic Plan, and BOC recommend the Bank's Business Plan in through BOC-BOD Meeting. Annual Report 2019 - Part GCG Page 200-201 (Bank's strategic plan) and Page 146 (BOC recommendation)
Link: Click Here
E.2 Board structure
Code of Ethics or Conduct
E.2.1 Are the details of the code of ethics or conduct disclosed? Yes Annual Report 2019 - Part GCG - Page 197
Link: Click Here

Company Website
Link: Click Here
E.2.2 Are all directors/commissioners, senior management and employees required to comply with the code/s? Yes Annual Report 2019 - Part GCG - Page 197
Link: Click Here
E.2.3 Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? Yes Annual Report 2019 - Part GCG - Page 197
Link: Click Here
Board Structure & Composition
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? Yes. 67% members of BOC are independent commissioners. Annual Report 2019 - Part GCG - Page 145-146
Link: Click Here

Annual Report 2019 - Part Company Profile - CV BOC Page 58-63
Link: Click Here
E.2.5 Does the company have a term limit of nine years or less for its independent directors/commissioners? No BOC Charter
Link: Click Here
E.2.6 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? Yes. In accordance to OJK regulation, an individual independent commissioner may only hold another position simultaneously. Company Website - BOC Charter (item 6.13)
Link: Click Here
E.2.7 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? No Annual Report 2019 - Part Company Profile - Profile of BoD (Pg. 64-69)
Link: Click Here
Nominating Committee
E.2.8 Does the company have a Nominating Committee (NC)? Yes Annual Report 2019 - Part GCG - Pg. 158
Link: Click Here
E.2.9 Is the Nominating Committee comprised of a majority of independent directors/commissioners? Yes. 2 of 5 member are independent commissioners. Annual Report 2019 - Part GCG - Pg. 159-160
Link: Click Here
E.2.10 Is the chairman of the Nominating Committee an independent director/commissioner? Yes Annual Report 2019 - Part GCG - Pg. 159
Link: Click Here
E.2.11 Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? Yes Company Website - Good Corporate Governance - Committee Charters - Remuneration and Nomination Committee Charter
Link: Click Here
E.2.12 Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? Yes. The committee held 3 meetings during 2019. Annual Report 2019 - Part GCG - Pg. 160-161
Link: Click Here
Remuneration Committee/ Compensation Committee
E.2.13 Does the company have a Remuneration Committee? Yes Annual Report 2019 - Part GCG - Pg. 158
Link: Click Here
E.2.14 Is the Remuneration Committee comprised of a majority of independent directors/commissioners? Yes. 2 of 5 member are independent commissioners. Annual Report 2019 - Part GCG - Pg. 159-160
Link: Click Here
E.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner? Yes Annual Report 2019 - Part GCG - Pg. 159
Link: Click Here
E.2.16 Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? Yes Company Website - Good Corporate Governance - Committee Charters - Remuneration and Nomination Committee Charter
Link: Click Here
E.2.17 Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? Yes. The committee held 3 meetings during 2019. Annual Report 2019 - Part GCG - Pg. 160-161
Link: Click Here
Audit Committee
E.2.18 Does the company have an Audit Committee? Yes Annual Report 2019 - Part GCG - Pg. 152
Link: Click Here
E.2.19 Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? Yes. Audit Committee consists of 2 Independent Commissioners and 2 Independent Parties. Annual Report 2019 - Part GCG - Pg. 154
Link: Click Here
E.2.20 Is the chairman of the Audit Committee an independent director/commissioner? Yes Annual Report 2019 - Part GCG - Pg. 154
Link: Click Here
E.2.21 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? Yes Company Website - Good Corporate Governance - Committee Charters - Audit Committee Charter
Link Click Here
E.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? Yes Annual Report 2019 - Part GCG - Audit Committee Member - Pg. 154
Link: Click Here

Part Company Profile - CV BOC Page 58-63
Link: Click Here
E.2.23 Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four during the year? Yes. Audit Committee held 20 meetings in 2019. Annual Report 2019 - Part GCG - Pg. 155
Link: Click Here
E.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? Yes Company Website - Good Corporate Governance - Committee Charters Point 8.4 - Pg. 12
Link : Click Here
E.3 Board Processes
Board meetings and attendance
E.3.1 Are the board of directors meeting scheduled before the start of financial year? Yes Annual Report 2019 - Part GCG - The Board of Directors Meeting - Pg. 172 Point 3
Link: Click Here
E.3.2 Does the board of directors/commissioners meet at least six times during the year? Yes. In 2019 BOC met 6 times and BOD met 24 times. Annual Report 2019 - Part GCG - Pg. 146 (BOC) and 172-173 (BOD)
Link: Click Here
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? Yes, during 2019:
1. All BOC members attended 100% of all meetings.
2. All BOD members attended at least 88% of all the meetings.
Annual Report 2019 - Part GCG - Pg. 146 and 172-173
Link: Click Here
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? The Company requires of minimum quorum of at least more than half for board decision. In 2019 all the resolutions of the meeting were adopted by deliberations to reach consensus. Article of Association Pg. 87 (9 April 2015)
Link: Click Here
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? Non-executive Director met once without any executive present on 3 December 2019 One time, on 3 December 2019
Access to information
E.3.6 Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? Yes Annual Report 2019 - Part GCG - Pg. 146
Link: Click Here
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? Yes Annual Report 2018 - Part GCG - Pg. 186
Link: Click Here
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? Yes. The Corporate Secretary attended various training program and new regulation socialization to be kept abreast on the relevant development. Annual Report 2019 - Part GCG - Pg. 187
Link: Click Here
Board Appointments and Re-Election
E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners? Yes, as stated in the BOD and BOC Charter. Company Website - BOC and BOD Charter
Link: Click Here
E.3.10 Did the company describe the process followed in appointing new directors/commissioners? Yes, as described in the Nomination Policy of Member of BOC, BOC, SSB and Committee of BOC. Company Website - Good Corporate Governance - Nomination Policy
Link Click Here
E.3.11 Are all the directors/commissioners subject to re-election at least once every three years? Yes, as stated in the BOC and BOD Charters. Company Website
BOC Charter (Page 17)
BOD Charter (Page 13)
Link: Click Here
Remuneration Matters
E.3.12 Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO? Yes Annual Report 2019 - Part GCG - BOD and BOC Remuneration Policy (Pg. 179-185)
Link: Click Here
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners? Yes Annual Report 2019 - Part GCG - BOD and BOC Remuneration Package and Facilities Received (Pg. 182-183)
Link: Click Here
E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? Yes. AGM has approved to give the authority to the Bank's majority shareholders to determine the remuneration of BOC, and to the BOC to determine the remuneration of BOD. Annual Report 2019 - Part GCG (Pg. 151-52 for BOC and Pg. 172 for BOD)
Link: Click Here
E.3.15 Does the company have measures to align performance based remuneration with long-term interests of the company, such as claw back, deferred bonuses? Yes Annual Report 2019 - Part GCG - Pg. 179-185
Link: Click Here
Internal Audit
E.3.16 Does the company have a separate internal audit function? Yes Annual Report 2019 - Part GCG - Pg. 188
Link: Click Here
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Yes Annual Report 2019 - Part GCG - Pg. 188
Link: Click Here
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Yes Company Website - Internal Audit Charter - Pg. 8
Link: Click Here
Risk Oversight
E.3.19 Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? Yes Annual Report 2019 - Part GCG - Pg. 193
Link: Click Here
E.3.20 Does the Annual Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? Yes Annual Report 2019 - Part Risk Management Pg. 218-247
Link: Click Here
E.3.21 Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? Yes Annual Report 2019 - Part Risk Management - Pg. 222-245
Link: Click Here
E.3.22 Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? Yes Annual Report 2019 - Part Risk Management - Pg. 246
Link: Click Here
E.4 People on the Board
Board Chairman
E.4.1 Do different persons assume the roles of chairman and CEO? Yes.
- Chairman (President Commissioner) is Mr. Pramukti Surjaudaja
- CEO (President Director) is Mrs. Parwati Surjaudaja
Annual Report 2019 - Part Company Profile - Profile BoC and BoD (Pg. 59 and 65)
Link: Click Here
E.4.2 Is the chairman an independent director/commissioner? No Annual Report 2019 - Part Company Profile - Profile BoC and BoD (Pg. 59 and 65)
Link: Click Here
E.4.3 Is any of the directors a former CEO of the company in the past 2 years? No Annual Report 2019 - Part Company Profile - Profile BoC and BoD (Pg. 59 and 65)
Link: Click Here
E.4.4 Are the role and responsibilities of the chairman disclosed? The Chairman coordinates the BOC members in doing the oversight of the company. Based on Company Law no. 40, 2007, BOC members are jointly liable in performing their roles and responsibilities as BOC. BOC roles and responsibilities also stated in BOC Charter. Company Website - BOC Charter
Link: Click Here
Lead Independent Director
E.4.5 If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? No -
Skills and Competencies
E.4.6 Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? Yes Annual Report 2019 - Part Company Profile - Profile of BoC (Pg. 59)
Link: Click Here
E.5 Board Performance
Directors Development
E.5.1 Does the company have orientation programmes for new directors/commissioners? Yes Annual Report 2019 - Part GCG - Orientation Program Pg. 148 and 174
1. Orientation Program for New BOC and Committee members under the BOC (Pg. 148)
2. Orientation Program for New Director (Pg. 174)
Link: Click Here
E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes and provide evidence of the attendance? Yes Company Website
BOC Charter - Point 7.7.4 (Page 17)
BOD Charter - Point 7.5 (Page 15)
Link: Click Here
CEO/Executive Management Appointments and Performance
E.5.3 Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? Yes Annual Report 2019 - Part GCG - Pg. 162
Link: Click Here
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? Yes. The BOC conducted an annual performance assessment of the CEO in the RNC meeting. RNC Charter
Link: Click Here
Board Appraisal
E.5.5 Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? Yes.
- Evaluation of the BOC performance (among others: risk management and internal controls) and GCG self assessment.
- Criteria used for Individual Director Assessment is balance score card and for group collegial performance used GCG Self Assessment.
Annual Report 2019 - Part GCG
- BOC Performance Assessment (Pg. 147)
- BOD Performance Assessment (Pg. 173-174)
Link: Click Here
Director Appraisal
E.5.6 Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? Yes. Criteria used for Individual Director Assessment is balance score card and for group collegial performance used GCG Self Assessment. Annual Report 2019 - Part GCG - BOD Performance Assessment (Pg. 173-174)
Link: Click Here
Committee Appraisal
E.5.7 Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? Yes Annual Report 2019 - Part GCG
- BOC Performance Assessment (Pg. 169)
- BOD Performance Assessment (Pg. 178)
Link: Click Here
Bonus

Bonus

D. Bonus Item Company Practice 2019 Source document/location of information
(B)A. Rights of shareholders
(B)A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.
(B)A.1.1 Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? - -
(B)B. Equitable treatment of shareholders
(B)B.1 Notice of AGM
(B)B.1.1 Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? Yes. AGMS was on April 9th, 2019.
Notice with detailed agenda and explaination was released in March 11th, 2019, 28 days before AGMS.
Company website AGMS
Link: Click Here
(B)C. Roles of Stakeholders
(B)C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected
(B)C.1.1 Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? Yes, GRI Standards for Sustainability Report. Sustainability Report 2019 - About the Sustainability Report and Standard Index GRI Standard Pg. 273 and 322
Link: Click Here
(B)D. Disclosure and transparency
(B)D.1 Quality of Annual Report
(B)D.1.1 Are the audited annual financial report /statement released within 60 days from the financial year end? The financial report was released in January 25th, 2019. Annual Report 2019 - Pg. 345
Financial Statement
Link: Click Here
(B)D.1.2 Does the company disclose details of remuneration of the CEO? - -
(B)E. Responsibilities of the Board
(B)E.1 Board Competencies and Diversity
(B)E.1.1 Does the company have at least one female independent director/commissioner? The Company has:
- 3 female Directors and
- 1 female Independent Commissioner.
Annual Report 2019 - Part Company Profile AR Pg. 58-69
Link: Click Here
(B)E.1.2 Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? Yes. Board diversity as stated in the BOC charter point 6.9 is to ensure the effectiveness and competencies of the BOC in implementing among others its oversights roles. The progress report is as described in the AR part GCG page 146. Company Website

BOC Charter
Link: Click Here

CV BOC
Link: Click Here

Annual Report - Part GCG - Pg. 146
Link: Click Here
(B)E.2 Board Structure
(B)E.2.1 Does the Nominating Committee comprise entirely of independent directors/commissioners? No -
(B)E.2.2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? Yes Company Website
Remuneration and Nomination Committee Charter Item 6.2
Link: Click Here
(B)E.3 Board Appointments and Re-Election
(B)E.3.1 Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? The Bank has various source of information in searching the candidate for BOD member. Professional search firm may be used when needed. -
(B)E.4 Board Structure & Composition
(B)E.4.1 Do independent non-executive directors/commissioners make up more than 50% of the board of directors/commissioners for a company with independent chairman? 67% of Board of Commissioners members are independent. Annual Report 2019
- Part GCG - Pg. 145
Link: Click Here

- Part Company Profile - Pg. 58-69
Link: Click here
(B)E.5 Risk Oversight
(B)E.5.1 Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board? Yes Annual Report 2019
Part Management Discussion & analysis - Information Technology - Page 95
Link: Click Here
(B)E.6 Board Performance
(B)E.6.1 Does the company have a separate board level Risk Committee? Yes Annual Report 2019
Part GCG - RMC on Pg. 162-167, committees under BOD on Pg. 177-178
Link: Click Here

Violations Complaint Report Facility

Bank OCBC NISP is committed to continue improving the quality of Good Corporate Governance implementation, developing a business environment and providing optimal customer experience. To achieve that, Bank OCBC NISP provides a reporting facilities to prevent frauds and detect irregularities, create a code of conduct for violation and identification of fraud.

Reporting parties can submit reports through:

The identity of the reporter will be kept confidential and the report can be made anonymously.
In order for the Bank to understand the report and immediately respond, we sincerely hope that the information submitted is complete and clear.
Thank you for caring and trusting us.

 

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Policy & Protection

Bank OCBC NISP is committed to continue improving the quality of Good Corporate Governance implementation, developing a business environment and providing optimal customer experience. To achieve that, Bank OCBC NISP provides a reporting facilities to prevent frauds and detect irregularities, create a code of conduct for violation and identification of fraud.

Reporting parties can submit reports through:

Website: https://whistleblowing.ocbcnisp.com

Email: whistleblowing@ocbcnisp.com

The identity of the reporter will be kept confidential and the report can be made anonymously.

In order for the Bank to understand the report and immediately respond, we sincerely hope that the information submitted is complete and clear.

Thank you for caring and trusting us. 

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On 18 November 2014, Otoritas Jasa Keuangan (Financial Services Authority – OJK) issued OJK Regulation No. 18/POJK.03/2014 and on 25 May 2015 the Circular Letter No. 15/SEOJK.03/2015, both regarding The Implementation of Integrated Governance for Financial Conglomeration, as supervisory form towards the implementation of Corporate Governance by Financial Services Institution (“FSI”).

PT Bank OCBC NISP, Tbk (“Bank OCBC NISP”), PT OCBC Sekuritas Indonesia (“PTOS”), PT Great Eastern Life Indonesia (“GELI”) and dan PT Great Eastern General Insurance are FSI under Financial Conglomeration of Oversea-Chinese Banking Corporation Limited in Indonesia. Bank OCBC NISP has been appointed as the Main Entity with PTOS and GELI as sister companies.

As the Main Entity, Bank OCBC NISP is required to implement the Integrated Corporate Governance effectively, which is carried out by coordinating with each FSI and ensuring the implementation of five principles of Good Corporate Governance: transparency, accountability, responsibility, independency and fairness.

Integrated Corporate Governance Implementation Report

Integrated Corporate Governance 2019
Integrated Corporate Governance 2019

Integrated Corporate Governance 2019

Integrated Corporate Governance 2018
Integrated Corporate Governance 2018

Integrated Corporate Governance 2018

Integrated Corporate Governance 2017
Integrated Corporate Governance 2017

Integrated Corporate Governance 2017

Integrated Corporate Governance 2016
Integrated Corporate Governance 2016

Integrated Corporate Governance 2016

Integrated Corporate Governance 2015
Integrated Corporate Governance 2015

Integrated Corporate Governance 2015

With the advancement of technology also follows new ways to commit crime in bank accounts, such as money laundering. That is why we need a system to prevent banks from being used as a tool or targeted for money laundering, either directly or indirectly.

 The US Government has made a law to prevent the funding of terrorist organizations, known as the USA Patriot ACT (Uniting and Strengthening America Providing Appropriate Tools Required to Intercept and Obstruct Terrorism Act 2001).

All US financial and banking institutions are obliged to comply with the USA Patriot Act to prevent the use their accounts – either their own accounts or corresponding to foreign banks to be used to fund terrorist organizations and money laundering.

To comply with the requirementswith the US Patriot ACT, all US financial and banking institutions require all foreign banks who own accounts with them to complete a standard certification form. The form will be sent to all foreign banks who owns corresponding accounts for the following:

To fulfil the requirements according to the USA Patriot Act, PT. Bank OCBC NISP, Tbk have completed the certification on foreign corresponding accounts. The certification covers all accounts opened at PT. Bank OCBC NISP, Tbk by “Covered Financial Institutions”.

  • State that they are not a shell bank (banks that do not have a physical presence in the country where the bank was established). OCBC NISP has not obtained IPIN and is not affiliated with financial services business groups that are subject to effective consolidated supervision.
  • States that no accounts corresponding with US financial institutionsis to be accessed by a shell bank 
  • Identify the bank owner
  • Identify an agent in the US for any legal process and other matters.
Quote of AML/CFT Policy
Quote of AML/CFT Policy

Quote of AML/CFT Policy

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Leverage Ratio

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Leverage Ratio Common Disclosure - Desember 2019

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Leverage Ratio Common Disclosure - November 2019

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Leverage Ratio Common Disclosure - October 2019

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Leverage Ratio Common Disclosure - September 2019

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