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

Policy of Report of BOD and BOC Shareholding

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

PART A. RIGHTS OF SHAREHOLDERS

A.1 Basic Shareholders 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.
No, as agreed by shareholders at general meeting to reinvest all profit (after deducted with statutory reserve) for business development, disclosed in Announcement of Summary of Minutes AGMS 2020.
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?

Yes. The last amendments of Company's Article of Association (AoA) was approved by shareholders in AGM 9 April 2015. The draft of amendments was published in the company's website before the AGM.

Also, the Company's AoA, Article 25, Section 2 (Pg.117), stated that Amendment of the AoA shall be determined by the GMS where Shareholders have the rights to participate.

A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? Yes, as stated in AoA, Article 16, Section 4 (Pg.80-81).
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, as stated in the Explanation of Agenda of AGMS 2020 on the 5th agenda page 3.
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/ commissioners? Yes, as stated in the Announcement of AGMS - Paragraph 4: Shareholder may propose agenda to the Company.
A.3.3 Does the company allow shareholders to elect directors/commissioners individually? Yes, as stated in the Explanation of Agenda of AGMS 2020 on the 5th agenda.
A.3.4 Does the company disclose the voting procedures used before the start of meeting? Yes, the voting procedure included in the Rules of the Meeting point 9 which was disclosed on 2 April 2020 and was presented before the GMS started.
A3.5 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 in the Summary of Minutes of 2020 AGMS (Item F & G).
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 2020 AGMS (Item F).
A.3.7 Does the company disclose the list of board members who attended the most recent AGM? Yes, as stated in the Summary of Minutes of 2020 AGMS (Item B).
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 Yes, as stated in the Summary of Minutes of 2020 AGMS (Item B).
A.3.9 Does the company allow for voting in absentia? Yes, as stated in Invitation for AGMS, Notes No. 3.
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, as stated in the Summary of Minutes of 2020 AGMS (Item E).
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, as stated in the Summary of Minutes of 2020 AGMS (Item C).
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 Summary of AGM Minutes which was published on April 3rd, 2020.
A.3.13 Does the company provide at least 21 days notice for all AGMs and EGMs? Yes, the Notice was provided on 4 March 2020 or 28 days before AGM 2 April 2020. There was no EGMS in 2020.
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 Explaination of Agenda of AGMS.
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.
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? Yes. However, there were no merger, acquisition and/or takeover in 2020, as stated in Annual Report page 100.
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. There are various channels to provide information and engagement with the shareholders beyond AGM, among others:
  1. Company Website - www.ocbcnisp.com - which contains various usefull information for the shareholders and investors, along with the contact information of Corporate Secretary, Investor Relations, Whistleblowing and Phone Banking as comunication tools. The Website also has specific Investor Relation and Corporate Governance sections,
  2. Annual Report
  3. Direct email to Investor Relation Unit through email ir@ocbcnisp.com
  4. etc.
Part B - Equitable Treatment of Shareholder

Part B - Equitable Treatment of Shareholder

Part B. Equitable Treatment of Shareholders

B.1 Shares and voting rights
B.1.1 Do the company's ordinary or common shares have one vote for one share? Yes, as stated in the:
B.2.2 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 has one class of shares, based on Article of Association, Article 4, Section 1-2 (Page 24).
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? Yes, as reflected in Summary of Minutes of 2020 AGMS Minutes
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? Yes, both versions were published on 18 February 2020.
  1. English version
  2. Bahasa version (local language)
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? Yes, as disclosed in the Explanation of the AGM Agenda page 4-17.
B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? No
B.2.5 Were the proxy documents made easily available? Yes, proxy documents were available at the Share Administration Bureau and can be downloaded from OCBC NISP's website.
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? Yes, as stated in the Bank's Code of Conduct as disclosed on Annual Report page 144.
B.3.2 Are the directors/commissioners required to report their dealings in company shares within 3 business days? Yes, there is a procedure requiring BOD and BOC to report their dealing in the Bank's share within 3 business days
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? Yes, as stated in
  1. The BOC Charter, point 6.2 - 6.4
  2. The BOD Charter, point 6.16 - 6.17
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? Yes, as stated among others, in:
  1. BOC Charter Point 5.7 and 6.2.
  2. Corporate Governance Charter Point 6.2.4; 7.5.3; 8.2.
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? Yes, as stated in:
  1. The BOC Charter, point 6.4
  2. The BOD Charter, point 6.17
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? Yes, as stated in AR 2020 - Part Financial Statement - Related Parties Information page 426 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.
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? Yes, as stated in AR 2020 - Part Financial Statement - Related Parties Information page 426 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.
B.5.2 In case of related party transactions requiring shareholders approval, is the decision made by disinterested shareholders? Yes, as stated in Article of Association - Article 14, Section 4, point b (Pg.68).
Part C - Role of Stakeholders

Part C - Role of Stakeholders

Part C. Role of Stakeholders

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, as stated in the Annual Report page 204-207.
C.1.2 Supplier/contractor selection procedures? Yes, as stated in procurement policy.
C.1.3 The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? Yes, as stated in the Sustainability Report.
C.1.4 The company's efforts to interact with the communities in which they operate? Yes, as stated in the Sustainability Report, part Engaging Communities, page 226.
C.1.5 company's anti-corruption programmes and procedures? Yes, as disclosed in Annual Report page 211.
C.1.6 How creditors' rights are safeguarded? Yes, as stated in the Annual Report page 152.
C.1.7 Does the company have a separate report/section that discusses its efforts on environment/ economy and social ? Yes, as stated in the Sustainability Report page 189 onwards.
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, the Bank provides various channels for stakeholders to voice their concerns and/or complaints for possible violation of their rights, among others through branches, callcenter, as stated in Annual Report 2020 page 205., and website: www.ocbcnisp.com
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, as stated in the Sustainability Report page 216.
C.3.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees? Yes, as stated in the Sustainability Report page 220.
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, as stated in the Annual Report page 136.
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, as stated in the Annual Report part Whistleblowing System, page 150.
C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behaviour from retaliation? Yes, as stated in the Annual Report part Whistleblowing System page 150.
Part D - Disclosure and Transparency

Part D - Disclosure and Transparency

Part D. Disclosure and Transparency

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, as stated in Annual Report page 63 and 67.
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Yes, as stated in Annual Report page 67.
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Yes, as stated in Annual Report page 63.
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? Yes, as stated in Annual Report part Material Risk Taker page 140.
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, as stated in Annual Report page 67 part Company's Group Structure.
D.2 Quality of Annual Report
Does the company's annual report disclose the following items:
D.2.1 Corporate objectives Yes, as stated in the Annual Report part Strategic Plan page 146-147.
D.2.2 Financial performance indicators Yes, as stated in Annual Report part Key Financial Highlights page 6-8.
D.2.3 Non-financial performance indicators Non-financial performance indicators are stated in Sustainability Report started from page 189.
D.2.4 Dividend policy Yes, as stated in Annual Report part 98.
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, as stated in the Annual Report page 46-61.
D.2.6 Attendance details of each director/commissioner in all directors/commissoners meetings held during the year Yes, as stated in the Annual Report page 112 and 127.
D.2.7 Total remuneration of each member of the board of directors/commissioners Total remuneration (not for each member) of the board of directors/commissioners are disclosed in Annual Report page 139.
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, as stated in Annual Report page 153-156.
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, as stated in Annual Report page 145-146 part Provision of Fund of Related Parties and Large Exposure.
D.3.2 Does the company disclose the name, relationship, nature and value for each significant/material RPTs? OCBC NISP discloses the name, relationship, nature and value for each significant/material RPTs in Financial Statement which is part of Annual Report page 419-427.
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, as stated in Annual Report page 144.
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? Yes, as disclosed in Annual Report page 136.
D.5.2 Does the non-audit fee exceed the audit fees? There were no non-audit service in 2020 as stated in Annual Report page 136.
D.6 Medium of communications
Does the company use the following modes of communication?
D.6.1 Quarterly reporting Yes, as disclosed in the website - Investor Relations - Financial Information - Quarterly Published Report.
D.6.2Company website Yes. www.ocbcnisp.com
D.6.3 Analyst's briefing Yes, as stated in Annual Report page 132.
D.6.4 Media briefings /press conferences Yes, as presented in the Bank's website.
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 released 23 January 2020, as disclosed in website
D.7.2 Is the annual report released within 120 days from the financial year end? Yes. Annual Report 2020 was released on March 8, 2021 as stated in Annual Report page 28-29.
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, as stated in Annual Report page 28-29.
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, Quarterly financial disclosed in the website - Investor Relations - Financial Information - Quarterly Published Report.
D.8.2 Materials provided in briefings to analysts and media Yes, Analyst's briefing material disclosed in the website - Investor Relations - Financial Information in the form of Performance Presentation on website.
D.8.3 Downloadable annual report Yes. Annual Report can be downloaded from website.
D.8.4 Notice of AGM and/or EGM Yes. All information about AGM 2020 is availabe in the website.
D.8.5 Minutes of AGM and/or EGM Yes. All information about AGM 2020 is availabe in the website.
D.8.6 Company's constitution (company's by-laws, memorandum and articles of association) Yes. The Bank's Articles of Association can be accessed on website.
D.8.7 Details of whistle-blowing policy Yes, Whistleblowing Policy can be accessed on website.
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, as stated in Annual Report page 36.
Part E - Responsibilities of the Board

Part E - Responsibilities of the Board

PART E. Responsibilities of the Board

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, BOC Charter, and BOD Charter can be accessed on website.
E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed ? Yes, as stated in Article of Association Article 16, section 3 & 4 Pg. 78-81 (9 April 2015)
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ? Yes, as stated in BOC Charter and BOD Charter
Corporate Vision/Mission
E.1.4 Does the company have an updated vision and mission statement? Yes, OCBC NISP's 2020 refreshed Vision and Mission can be accessed on the website www.ocbcnisp.com - about us - OCBC NISP Profile - Vision & Mission.
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 2020 - Part GCG page 127 - The Board of Director Meeting Agenda.
E.1.6 Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? Yes, the Board of Directors monitor and oversee the implementation of corporate strategy during meeting as stated in agenda regarding Business Performance. Annual Report 2020 - Part GCG page 127 - The Board of Director Meeting Agenda.
E.2 Board structure
Code of Ethics or Conduct
E.2.1 Are the details of the code of ethics or conduct disclosed? Yes, as stated in the Annual Report page 144
E.2.2 Are all directors/commissioners, senior management and employees required to comply with the code/s? Yes, as stated in the Annual Report page 144
E.2.3 Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? Yes, as stated in the Annual Report page 144-145
Board Structure & Composition
E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/ commissioners? Yes. 62.5% members of BOC are independent commissioners as stated in the Annual Report page 111.
E.2.5 Does the company have a term limit of nine years or less for its independent directors/ commissioners? No.
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, as stated in BOC Charter, in accordance to OJK regulation, an individual independent commissioner may only hold another position simultaneously.
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, as can be seen at BOD profile in Annual Report page 55-61
Nominating Committee
E.2.8 Does the company have a Nominating Committee (NC)? Yes, as stated on Annual Report page 119.
E.2.9 Is the Nominating Committee comprised of a majority of independent directors/ commissioners? No.
E.2.10 Is the chairman of the Nominating Committee an independent director/commissioner? Yes, as stated in Annual Report page 119.
E.2.11 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? Yes, as stated in the Remuneration and Nominating Committee Charterwhich can be accessed on website.
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, In 2020 there were 3 (three) Remuneration and Nomination Committee meetings with 100% attendance as stated in Annual Report page 120.
Remuneration Committee/ Compensation Committee
E.2.13 Does the company have a Remuneration Committee? Yes, as stated on Annual Report page 119.
E.2.14 Is the Remuneration Committee comprised of a majority of independent directors/ commissioners? No.
E.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner? Yes, as stated in Annual Report page 119.
E.2.16 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? Yes, as stated in the Remuneration and Nominating Committee Charter which can be accessed on website.
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, In 2020 there were 3 (three) Remuneration and Nomination Committee meetings with 100% attendance as stated in Annual Report page 120.
Audit Committee
E.2.18 Does the company have an Audit Committee? Yes, as stated on Annual Report page 115.
E.2.19 Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/ commissioners? "The Audit Committee comprised entirely of independent commissioners and independent parties, as can be seen in Annual Report page 115.
E.2.20 Is the chairman of the Audit Committee an independent director/commissioner? Yes, as stated in the Annual Report page 115.
E.2.21 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? Yes. The Audit Committee Charter can be accessed on website.
E.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? Yes. The CV of Audit Committee can be seen on Annual Report page 115.
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, In 2020 there were 20 (twenty) meetings with 100% attendance as disclosed in Annual Report page 117.
E.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? Yes, as stated in the Audit Committee Charter page Point 6.2.6
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, as stated in the BOC Charter Point 8.4.
E.3.2 Does the board of directors/commissioners meet at least six times during the year? Yes, During 2020, there were 9 (nine) Board of Commissioners and 25 (twenty five) Board of Directors meetings as stated in Annual Report page 112 and 127.
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? Yes, Attendance level of each board of commissioners member was 100% except for Samuel Nag Tsien, Lai Teck Poh, and Kwan Chiew Choi was 89%, as stated in Annual Report page 112.
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? No. The minimum quorum of at least more than half for board decision is stated on Article of Association Pg. 87 (9 April 2015) In 2020 all the resolutions of the meeting were adopted by deliberations to reach consensus.
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? Yes, During 2020, out of 9 (nine) Board of Commissioners there was 1 (one) Board of Commissioner’s meeting without Management Presence, as stated on Annual Report page 112.
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, as stated in BOC Charter Point 8.6 , and BOD Charter Point 8.7
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? Yes, as stated in Annual Report page 131-132
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? Yes, as stated in Annual Report page 132
Board Appointments and Re-Ellection
E.3.9 "Does the company disclose the criteria used in selecting new directors/commissioners? " Yes, as described in the Nomination Policy of Member of BOC, BOC, SSB and Committee of BOC (Point 7.1 and 7.2)
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.
E.3.11 Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each?
2) The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011
Yes. Based on Articles of Association Article 18 members of BOC and BOD were appointed by GMS for term of service of 3 (years) years. After his/her tenure, the members of BOC and BOD can be re-appointed by GMS after going thorugh the nomination process.

It is also regulated in BOC Charter Point 4.17, BOD Charter Point 4.12, and Nomination policy for BOC and BOD Point 7.1.13 and 7.2.16
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, as stated in Annual Report page 139.
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners? Yes, as disclosed in Annual Report page 139.
E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? Yes, The 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 for 3 financial year (2020 - 2022) as stated in the Summary of Minutes 2019 AGMS 7th Agenda.
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, as stated in Annual Report page 136-141 .
Internal Audit
E.3.16 Does the company have a separate internal audit function? Yes, as stated in Annual Report page 132-134.
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Yes, as disclosed in Annual Report page 133.
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Yes, as stated in Audit Committee Charter Point 6.2.10.
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, as stated in Annual Report page 183.
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, as stated in Annual Report page 183-184.
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, as disclosed in Annual Report page 162-188.
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, as stated on Annual Report page 184.
E.4 People on the Board
Board Chairman
E.4.1 Do different persons assume the roles of chairman and CEO? Yes, The Chairman (President Commissioner) is Mr. Pramukti Surjaudaja and the CEO (President Director) is Ms. Parwati Surjaudaja. Their CVs are stated on Annual Report page 47 and 55.
E.4.2 Is the chairman an independent director/commissioner? No.
E.4.3 Is any of the directors a former CEO of the company in the past 2 years? No, as disclosed in BOC Profile - Annual Report page 47 - 53.
E.4.4 Are the role and responsibilities of the chairman disclosed? Yes, as disclosed in Annual Report Annual Report page 111.
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, Majority of BOD and BOC members have working experience in banking. Their profiles can be accessed on Annual Report page 46-61
E.5 Board Performance
Directors Development
E.5.1 Does the company have orientation programmes for new directors/commissioners? Yes, as disclosed in Annual Report page 113 and 128.
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, as stated in BOC Charter Point 5.7.3 and BOD Charter Point 5.5
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, as stated in Annual Report page 121.
E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? Yes, The BOC conducts an annual performance assessment of the BOD members (including CEO) in the RNC meeting as stated in Remuneration and Nomination Charter Point 5.2.2 and Annual Report Part Board of Directors Performance Assessment page 128.
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, as stated in Annual Report page 112 and 128.
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, for individual director as stated in Annual Report page 112 and 128.
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, as disclosed in Annual Report page 124 and 131.
Bonus

Bonus

BONUS

A Rights of shareholders
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.
A.1.1 Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? No.
B. Equitable treatment of shareholders
B.1 Notice of AGM
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, as stated in the AGM Invitation on March 4th, 2020 or 28 days before the date of the meeting.
C. Roles of Stakeholders
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected
C.1.1 Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? Yes, the Bank adopted GRI Standards for Sustainability Report as stated in Sustainability Report page 192
D. Disclosure and transparency
D.1 Quality of Annual Report
D.1.1 Are the audited annual financial report /statement released within 60 days from the financial year end? Yes, financial report released 23 January 2020, as disclosed in website
D.1.2 Does the company disclose details of remuneration of the CEO? No.
E. Responsibilities of the Board
E.1 Board Competencies and Diversity
E.1.1 Does the company have at least one female independent director/commissioner? Yes, The Bank has 1 female Independent Commissioner as stated in the Annual Report 2020 Page 111.
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, as stated in the BOC Charter point 4.9.
E.2 Board Structure
E.2.1 Does the Nominating Committee comprise entirely of independent directors/commissioners? No.
E.2.2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? Yes, as stated in the Remuneration and Nomination Committee Charter point 6.2.
E.3 Board Appointments and Re-Election
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? Yes, the Bank has various sources when searching for candidates for BOD/BOC including professional search firms when needed.
E.4 Board Structure & Composition
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? Yes, 62.5% of Board of Commissioners members are independent as stated in Annual Report page 111.
E.5 Risk Oversight
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, as stated in Annual Report Part Risk Monitoring Committee Activities page 123 (point 3).
E.6 Board Performance
E.6.1 Does the company have a separate board level Risk Committee? Yes, as stated in Annual Report page 121 Risk Monitoring Committee under BOC, and Risk Committees under BOD on page 130.
Penalty

Penalty

PENALTY

A. Rights of shareholders
A.1 Basic shareholder rights
A.1.1 Did the company fail or neglect to offer equal treatment for share repurchases to all shareholders? No. The Bank provided equal treatment for share repurchases to all shareholders as stated in Summary of Minutes of AGMS
A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.
A.2.1 Is there evidence of barriers that prevent shareholders from communicating or consulting with other shareholders? There is no evidence of barriers that prevent shareholders from communicating or consulting with other shareholders.
A.3 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.
A.3.1 Did the company include any additional and unannounced agenda item into the notice of AGM/EGM? All agenda had been disclosed in the Invitation of AGM. There was no additional and unannounced agenda.
A.3.2 Did the Chairman of the Board, Audit Committee Chairman and CEO attend the most recent AGM? The Chairman of the Board and CEO attended AGM 2020 as stated in the Summary of Minutes.
A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
Did the company fail to disclose the existence of:
A.4.1 Shareholders agreement? There is no Shareholders agreement.
A.4.2 Voting cap? There is no voting cap.
A.4.3 Multiple voting rights? There is no multiple voting rights.
A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
A.5.1 Is a pyramid ownership structure and/ or cross holding structure apparent? There is no pyramid ownership structure and/ or cross holding structure.
B. Equitable treatment of shareholders
B.1 Insider trading and abusive self-dealing should be prohibited.
B.1.1 Has there been any conviction of insider trading involving directors/commissioners, management and employees in the past three years? No.
B.2 Protecting minority shareholders from abusive action
B.2.1 Has there been any cases of non compliance with the laws, rules and regulations pertaining to significant or material related party transactions in the past three years? No. as stated in Financial Statement Notes 44 which is part of Annual Report page 419-427.
B.2.2 Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? No. as stated in Financial Statement Notes 44 which is part of Annual Report page 419-427
C. Role of stakeholders
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
C.1.1 Have there been any violations of any laws pertaining to labour/employment/ consumer/insolvency/ commercial/competition or environmental issues? No.
C.2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regular basis.
C.2.1 Has the company faced any sanctions by regulators for failure to make announcements within the requisite time period for material events? No.
D. Disclosure and transparency
D.1 Sanctions from regulator on financial reports
D.1.1 Did the company receive a qualified opinion in its external audit report? The Bank received Fairly presented in all material aspect opinion for 2020 Audited Financial Report as stated in Annual Report page 253.
D.1.2 Did the company receive an adverse opinion in its external audit report?
D.1.3 Did the company receive a disclaimer opinion in its external audit report?
D.1.4 Has the company in the past year revised its financial statements for reasons other than changes in accounting policies? No.
E. Responsibilities of the Board
E.1 Compliance with listing rules, regulations and applicable laws
E.1.1 Is there any evidence that the company has not complied with any listing rules and regulations over the past year apart from disclosure rules? No.
E.1.2 Have there been any instances where non-executive directors/commissioner have resigned and raised any issues of governance-related concerns? No.
E.2 Board structure
E.2.1 Does the Company have any independent directors/commissioners who have served for more than nine years or two terms (which ever is higher) in the same capacity? Yes.
E.2.2 Did the company fail to identify who are the independent director(s) / commissioner(s)? No. There are two independent commissioners who have served for more than two terms, and both have stated their independency and approved by AGMS 2 April 2020 as stated in Summary of AGM Minutes.
E.2.3 Does the company have any independent directors/non-executive/commissioners who serve on a total of more than five boards of publicly-listed companies? No. as can be seen in BOC profiles in the Annual Report page page 46-53.
E.3 External Audit
E.3.1 Is any of the directors or senior management a former employee or partner of the current external auditor (in the past 2 years)? No. as can be seen on BOD Profiles Annual Report page 54-61.
E.4 Board structure and composition
E.4.1 Has the chairman been the company CEO in the last three years? No. as can be seen in the Chairman's profile in Annual Report page 47.
E.4.2 Do Independent non-executive directors/commissioners receive options, performance share or bonuses? No. as stated in Annual Report page 140

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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Lihat Detail

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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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