Directors' Work Guidelines and Regulations
The Board of Directors' Work Guidelines and Code of Conduct were prepared as part of BCA Syariah's commitment to implementing good corporate governance
The Board of Directors is the organ of BCA Sharia authorized and fully responsible for managing BCA Sharia for the benefit of BCA Sharia in accordance with the purposes and objectives of BCA Sharia, both within and outside the Court, in accordance with the Articles of Association of BCA Sharia and as stipulated in Law Number 40 of 2007 concerning Limited Liability Companies.
Board Charter
In carrying out its functions at the bank, the Board of Directors has a Board Charter containing guidelines and working procedures of the Board of Directors based on the Board of Directors' Decree regarding the Good Corporate Governance Policy. It includes, among other things, the duties and responsibilities of the Board of Directors, structure, descriptions 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 Working Procedures of the BCA Sharia Board of Directors:
Number and Composition
In the implementation of Good Corporate Governance, any intervention by the owner causing the composition of the Board of Directors not to comply with the provisions is not allowed. Therefore:
- The number of members of the Board of Directors is at least 3 (three) people.
- All members of the Board of Directors must be domiciled in Indonesia.
- The Board of Directors is led by a President Director.
- The President Director must come from an independent party of the controlling shareholders, meaning having no financial, managerial, share ownership, and family relationships.
- BCA Sharia must appoint a member of the Board of Directors as the Compliance Director.
- Any proposal for the appointment and/or replacement of Board of Directors members by the Board of Commissioners to the General Meeting of Shareholders must consider the recommendations of the Remuneration and Nomination Committee. In case the members of the Remuneration and Nomination Committee have a conflict of interest with the proposed recommendation, this conflict must be disclosed in the proposal.
- Every Board of Directors member must meet the requirements of having passed the Fit and Proper Test according to Bank Indonesia regulations on the Fit and Proper Test.
Criteria and/or Requirements
- All members of the Board of Directors have integrity, competence, and adequate financial reputation.
- The majority of the Board of Directors must have at least 4 (four) years of experience with the lowest position as an Executive Officer in the banking industry, and at least 1 (one) year of which served in the lowest position as an Executive Officer in a Bank.
- Board of Directors members must meet the requirements of having passed the Fit and Proper Test according to the Regulator's regulations on the Fit and Proper Test, and have obtained approval from the Financial Services Authority.
- Board of Directors members have adequate and relevant competence with their positions to carry out their duties and responsibilities and can implement their competencies in the performance of their duties and responsibilities.
- Any proposal for the appointment and/or replacement of Board of Directors members to the General Meeting of Shareholders must consider the recommendations of the Remuneration and Nomination Committee.
- Board of Directors members must foster a learning culture where the results of improving the knowledge, skills, and abilities of Board of Directors members in managing the bank will be demonstrated, among other things, by improving the bank's performance, solving problems faced by the bank, and achieving results according to stakeholders' expectations.
Independence
- The Board of Directors has carried out its duties and responsibilities independently of the shareholders.
- The majority of the Board of Directors does not have family relationships up to the second degree with other members of the Board of Directors and/or the Board of Commissioners.
- The President Director comes from an independent party of the Controlling Shareholder, meaning having no financial, managerial, share ownership, and family relationships.
Term of Office of the Board of Directors
- Board of Directors 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 respective Board of Directors members until the closing of the 3rd Annual General Meeting of Shareholders held after the General Meeting of Shareholders appointing the respective Board of Directors members.
- Regarding the above point, if at the time of appointment by the General Meeting of Shareholders, a Board of Directors member has not passed the Fit and Proper Test, the term of office of the Board of Directors member is effective from the date the Board of Directors member passes the Fit and Proper Test and obtains approval from the Financial Services Authority.
- Board of Directors members whose terms have expired may be reappointed.
For more details on the procedures for the appointment, replacement, termination, amendment, or resignation of BCA Sharia Board of Directors members, refer to the Articles of Association of BCA Sharia.
Concurrent Positions
The requirements for concurrent positions on the Board of Directors are as follows:
- Board of Directors members are prohibited from holding positions as members of the Board of Commissioners, Directors, or Executive Officers at other banks, companies, and/or institutions.
- It does not include concurrent positions as mentioned above if the Director responsible for overseeing the participation in the subsidiaries of BCA Sharia (if any) is not a bank controlled by BCA Sharia.
- Occupying a position in 2 (two) non-profit institutions or companies. As long as the concurrent position does not cause the person to neglect the performance of duties and responsibilities as a Board of Directors member of BCA Sharia.
Duties, Tasks, Responsibilities, and Authorities of the Board of Directors
In the implementation of Good Corporate Governance, any owner intervention in the duties, tasks, responsibilities, and authorities of the Board of Directors that can disrupt the bank's operational activities resulting in a decrease in the bank's assets and/or profits is not allowed. Therefore:
- The Board of Directors is fully responsible for the management of BCA Sharia's leadership for the interests and objectives of BCA Sharia based on the principles of prudence and Sharia principles.
- Each member of the Board of Directors must, in good faith and full responsibility, carry out their duties in managing the bank within the authority and responsibility as regulated in the Articles of Association, taking into account the applicable laws and regulations.
- The Board of Directors must implement the principles of Good Corporate Governance in every business activity of BCA Sharia at all levels or levels of BCA Sharia's organization.
- The Board of Directors has followed up on audit findings and recommendations from BCA Sharia's Internal Audit Work Unit, External Auditors, Sharia Supervisory Board, and the results of supervision by the Financial Services Authority and/or other authorities.
- The Board of Directors has established at least an Internal Audit Work Unit, Risk Management Work Unit, and Risk Management Committee, as well as a Compliance Work Unit.
- The Board of Directors must disclose to employees the policies of BCA Sharia that are strategically related to human resources, including policies on recruitment systems, promotion systems, remuneration systems, and BCA Sharia's plans to achieve efficiency through employee reduction. This disclosure must be made through a means that is easily known or accessible by employees.
- The Board of Directors has provided accurate, relevant, and timely data and information to the Board of Commissioners and the Sharia Supervisory Board.
- Appointing members of the Supporting Committees of the Board of Commissioners based on the decisions of the Board of Commissioners' meetings.
- The Board of Directors is accountable for the management of BCA Sharia to shareholders, and shareholders accept the accountability of the Board of Directors through the General Meeting of Shareholders.
- The Board of Directors must have a Charter and Working Procedures that have included regulations on work ethics, working hours, and meetings that are binding on each member of the Board of Directors.
- In carrying out its duties, tasks, responsibilities, and authorities in managing the bank, the Board of Directors must consider the Articles of Association of BCA Sharia and the applicable laws and regulations.
- The Board of Directors' Responsibilities Regarding the Bank's Business Plan are as follows:
- The Bank's Business Plan has been prepared realistically, comprehensively, measurable (achievable) by considering the principles of prudence and responsiveness to internal and external changes and illustrates sustainable bank growth.
- The Bank's Business Plan is prepared based on a comprehensive study by considering business opportunities and the strengths possessed by the bank and identifying weaknesses and threats (SWOT analysis).
- The Board of Directors has communicated the Bank's Business Plan to the bank's shareholders and all levels of the bank's organization.
- The Board of Directors must communicate to employees the business direction of BCA Sharia in order to achieve the bank's vision and mission.
Work Ethics and Working Hours
Work Ethics
- Carry out duties and responsibilities independently;
- Must adhere to the Code of Ethics of BCA Sharia;
- Cannot grant general authority to others resulting in the transfer of duties and functions of the Board of Directors.
Working Hours
The Board of Directors must provide sufficient time to carry out its duties and responsibilities optimally according to BCA Sharia's working days.
Board Meetings
Mechanism and Decision-Making of Board Meetings
Here are the provisions regarding Board Meetings:
- Board Meetings can be held at any time if deemed necessary.
- Board Meetings must be attended by at least 2/3 (two-thirds) of the total number of Board of Directors members.
- Decision-making at Board Meetings is based on consensus and attended by a minimum of 2/3 (two-thirds) of the Board of Directors members.
- In the event of no consensus, decisions are made based on the majority vote.
- The Board of Directors can also make valid decisions without holding Board Meetings, as long as all Board of Directors members have been notified in writing and have given approval for the proposed motion and signed the approval.
- All decisions of the Board of Directors made in accordance with guidelines and working procedures are binding and the responsibility of all Board of Directors members.
- Further procedures regarding the Board Meeting mechanism refer to the Articles of Association of BCA Sharia.
Meeting Minutes
Here are the provisions regarding Board Meeting Minutes:
- The results of Board Meetings must be documented in meeting minutes signed by all attending Directors and well-documented.
- In the event of dissenting opinions on the results of Board Meeting decisions, the dissenting opinions must be clearly stated in the Meeting Minutes along with the reasons for the dissenting opinions.
- Copies of the meeting minutes of the Board of Directors signed by all attending Directors must be distributed to all Directors.
- The provisions of meeting minutes refer to the Articles of Association of BCA Sharia.