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Board of Commissioners Work Guidelines and Regulations

The Board of Commissioners' Work Guidelines and Code of Conduct were prepared as part of BCA Syariah's commitment to implementing good corporate governance

The Board of Commissioners is the company organ responsible for general and/or specific supervision according to BCA Syariah's Articles of Association and providing advice to the Board of Directors as stipulated in Law Number 40 of 2007 concerning Limited Liability Companies.

Board of Commissioners Charter

In carrying out its functions in the bank, the Board of Commissioners has a Board of Commissioners Charter that contains guidelines and rules for the work of the Board of Commissioners based on the Board of Directors' Decision regarding the Good Corporate Governance Policy. It includes, among other things, the duties and responsibilities of the Board of Commissioners, structure, description of activities and authorities, working hours, and meeting arrangements. The GCG manual is prepared based on applicable regulations and laws and is periodically reviewed.

Here is a summary of the Guidelines and Rules for the Work of the BCA Syariah Board of Commissioners:

Number and Composition

The number and composition of the Board of Commissioners must meet the following provisions:

  1. The number of Board of Commissioners members is at least 3 (three) people and does not exceed the number of Board of Directors members, with one of them serving as the President Commissioner;
  2. At least 1 (one) member of the Board of Commissioners is domiciled in Indonesia;
  3. Board of Commissioners members consist of Commissioners and Independent Commissioners; and
  4. The number of Independent Commissioners is at least 50% of the total number of Board of Commissioners members.

Criteria and/or Requirements

The criteria and/or requirements for Board of Commissioners members are as follows:

  1. All Board of Commissioners members have integrity, competence, and adequate financial reputation.
  2. Board of Commissioners members must meet the requirements of having passed the Fit and Proper Test according to the Regulator's provisions on the Fit and Proper Test and have obtained approval from the Financial Services Authority.
  3. Board of Commissioners members have adequate competence relevant to their positions to carry out their duties and responsibilities and can implement their competence in performing their duties and responsibilities.
  4. All Independent Commissioners who were former members of the BCA Syariah Board of Directors and did not perform supervisory functions have undergone a cooling-off period of at least 6 (six) months, except for former Directors who performed supervisory functions.
  5. Any proposal for the appointment and/or replacement of Board of Commissioners members to the General Meeting of Shareholders must take into account the recommendations of the Remuneration and Nomination Committee. In case the Remuneration and Nomination Committee members have conflicts of interest with the proposed recommendations, the proposal must disclose the conflicts of interest and the considerations underlying the proposal.
  6. Board of Commissioners members must foster a culture of continuous learning where the improvement of knowledge, skills, and abilities of Board of Commissioners members in overseeing the bank will be demonstrated, among other things, by improved bank performance, resolution of bank issues, and achievement of results in line with stakeholder expectations.

Independence

  1. At least 50% (fifty percent) of the total number of Board of Commissioners members are Independent Commissioners.
  2. All Independent Commissioners have no financial, managerial, share ownership, and/or family relationships with the Controlling Shareholders, Board of Commissioners members and/or Directors or financial and/or share ownership relationships with BUS, thus supporting their ability to act independently.
  3. The majority of Commissioners do not have family relationships up to the second degree with other members of the Board of Commissioners and/or Directors.

Board of Commissioners Tenure

The tenure of Board of Commissioners membership is regulated as follows:

  1. Board of Commissioners members are appointed by the General Meeting of Shareholders for a term starting from the date determined in the General Meeting of Shareholders appointing the relevant Board of Commissioners member until the closing of the 3rd (third) Annual General Meeting held after the General Meeting of Shareholders appointing the relevant Board of Commissioners member.
  2. Regarding point 1 above, if at the time of appointment by the General Meeting of Shareholders, the Board of Commissioners member has not passed the Fit and Proper Test, then the tenure of the Board of Commissioners member is effective from the time the Board of Commissioners member passes the Fit and Proper Test and obtains approval from the Financial Services Authority.
  3. Board of Commissioners members whose terms have ended may be reappointed.

For more details on the procedures for the appointment, replacement, termination, amendment, or resignation of Board of Commissioners members, refer to the BCA Syariah Articles of Association.

Concurrent Positions

  1. The Board of Commissioners does not violate the concurrent position provisions except for matters stipulated in the applicable provisions on the Implementation of Good Corporate Governance for Sharia Commercial Banks and Sharia Business Units, which include only holding positions as:
    • Members of the Board of Commissioners, Directors, or Executive Officers at 1 (one) institution/company that is not a financial institution.
    • Members of the Board of Commissioners or Directors performing supervisory functions at 1 (one) subsidiary financial institution not owned by the Bank.
    • Members of the Board of Commissioners, Directors, or Executive Officers at 1 (one) company that is a shareholder of the Bank.
    • Officials in at most 3 (three) nonprofit institutions.
  2. Independent Commissioners may hold positions as Chair of a maximum of 2 (two) Committees at BCA Syariah.
  3. The membership of BCA Syariah Independent Commissioners in the Integrated Governance Committee at the Main Entity (PT Bank Central Asia Tbk) is not considered a concurrent position.

Duties, Tasks, Responsibilities, and Authorities of the Board of Commissioners

In the application of Good Corporate Governance, owner intervention in the duties, tasks, responsibilities, and authorities of the Board of Commissioners that can disrupt the bank's operational activities, resulting in a reduction in the bank's assets and/or profits, is not allowed. Therefore:

  1. The Board of Commissioners performs its duties and responsibilities independently according to the principles of Good Corporate Governance by overseeing the implementation of Good Corporate Governance in every business activity of BCA Syariah at all levels or organizational levels.
  2. The Board of Commissioners must direct, monitor, and evaluate the implementation of BCA Syariah's strategic policies and oversee the periodic and ad-hoc implementation of the duties and responsibilities of the Board of Directors and provide advice to the Board of Directors.
  3. The Board of Commissioners approves and oversees the Bank's Business Plan and corporate plans.
  4. The Board of Commissioners must ensure that the Board of Directors has followed up on audit findings and recommendations from the Internal Audit Work Unit, External Auditors, the Financial Services Authority's supervisory results, the results of Sharia Supervisory Board supervision, and/or the results of other authorities' supervision.
  5. The Board of Commissioners must notify Bank Indonesia no later than 7 (seven) working days from the discovery of:
    • Violations of financial and banking regulations; and
    • Conditions or estimates of conditions that may jeopardize the continuity of BCA Syariah's business.
  6. Based on a meeting, the Board of Commissioners must decide on the names of Committee members to be determined by the Board of Directors, then must form at least:
    • Audit Committee
    • Risk Monitoring Committee
    • Remuneration and Nomination Committee
  7. The Board of Commissioners must ensure that the committees formed by the Board of Commissioners carry out their tasks effectively.
  8. The Board of Commissioners must have guidelines and rules of work for each committee and ensure that the rules of work for the committee have been evaluated and updated periodically.
  9. The Board of Commissioners must have guidelines and rules of work that are binding on each member of the Board of Commissioners, which must include at least the regulation of work ethics, working hours, and meeting arrangements.
  10. To be able to carry out the above duties and responsibilities optimally, Board of Commissioners members must allocate sufficient time.

Ethics and Working Hours

Board of Commissioners' Work Ethics

  1. Performing duties and responsibilities independently;
  2. Must comply with the BCA Syariah Code of Ethics;
  3. Cannot delegate supervisory functions to the Board of Directors.

Working Hours

The Board of Commissioners must allocate sufficient time to carry out their duties and responsibilities optimally.

Board of Commissioners Meeting

Mechanism and Decision-Making of the Board of Commissioners Meeting

Here are the provisions regarding the mechanism and decision-making of the Board of Commissioners Meeting:

  1. Board of Commissioners Meetings must be held regularly at least once every 2 (two) months.
  2. Board of Commissioners Meetings must be attended by at least 2/3 (two-thirds) of the total number of Board of Commissioners members.
  3. Board of Commissioners Meetings must be chaired by the President Commissioner.
  4. In the event the President Commissioner is unable to attend, the Board of Commissioners Meeting can be chaired by one of the Board of Commissioners members.
  5. In the event Board of Commissioners members cannot physically attend the meeting, they can attend the meeting via teleconferencing technology.
  6. Commissioners can also make valid decisions without holding a Board of Commissioners Meeting, as long as all Board of Commissioners members have been notified in writing and have given approval regarding the proposed proposal and signed the approval. Such approval can also be made in counterpart form. Decisions made in this way have the same force as decisions made validly in a Board of Commissioners Meeting.
  7. Decision-making in the Board of Commissioners Meeting is based on unanimous deliberation.
  8. In the event of no unanimous deliberation, decision-making is done based on the majority vote.
  9. To supervise the implementation of the duties and responsibilities of the Board of Directors and evaluate the implementation of the bank's strategic policies, the Board of Commissioners may invite the Board of Directors, or Directors, or Executive Officers to attend the Board of Commissioners Meeting.
  10. Board of Commissioners Meetings and Board of Directors Meetings are held at least 2 times a year.
  11. Notifications of Board of Commissioners Meetings and/or Board of Commissioners and Directors Meetings are made in writing.

Minutes of the Meeting

Here are the provisions regarding the Minutes of the Board of Commissioners Meeting:

  1. The results of the Board of Commissioners Meeting must be documented in meeting minutes signed by all attending Commissioner members and well-documented.
  2. In the event of differences of opinion (dissenting opinions) regarding the results of the Board of Commissioners Meeting decisions, these differences of opinion must be clearly stated in the meeting minutes along with the reasons for the differences of opinion.
  3. The conduct of meetings via teleconferencing must be recorded, and meeting minutes signed by all conference participants must be made afterward.
  4. Copies of the meeting minutes of the Board of Commissioners signed by all attending members of the Board of Commissioners must be distributed to all members of the Board of Commissioners.
  5. All decisions of the Board of Commissioners recorded in the Meeting Minutes are joint decisions of all members of the Board of Commissioners.
  6. Copies of the Minutes of the Board of Commissioners Meeting and the Minutes of the Board of Commissioners and Directors Meeting must be distributed to all members of the Board of Commissioners and Directors.