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Berinovasi dan Terus Menjadi Lebih Baik

Perencanaan bisnis yang lebih terarah sebagai tujuan yang harus dicapai oleh Kami untuk menjadi Bank yang terdepan dalam membantu semua kebutuhan masyarakat saat ini

Tata Kelola Bank BTN

PT Bank Tabungan Negara, (Persero),Tbk (Bank BTN) adalah Badan Usaha Milik Negara (BUMN) yang bergerak dibidang Perbankan. Kami berkomitmen menjadi Bank yang melayani dan mendukung pembiayaan sektor perumahan melalui tiga produk utama, perbankan perseorangan, bisnis dan syariah

Komite Audit

Iqbal Latanro
Ketua

Iqbal Latanro

Ketua Komite Audit
Wakil Komisaris Utama / Independen


Tempat, tahun lahir: Ujung Pandang, 1958
 

Riwayat Pendidikan

  • Universitas  Hasanuddin, Makassar - Business Management
    Master of Science (MSi.)
     
  • Universitas  Hasanuddin, Makassar
    Sarjana Ekonomi

 

Perjalanan Karir

Wakil Komisaris Utama / Independen - PT Bank Tabungan Negara (Persero), Tbk
Maret 2021 – saat ini

Komisaris - PT Bank Mandiri Taspen
Maret 2020 – Maret 2021

Komisaris - PT Pemeringkat Efek Indonesia
Maret 2020 – Maret 2021

Ahdi Jumhari Luddin
Anggota

Ahdi Jumhari Luddin

Anggota Komite Audit
Komisaris Independen

Tempat, tahun lahir : Bandung, 1954
 

Riwayat Pendidikan

  • University of Illinois, Chicago - Polis Ekonomi
    Magister
  • Universitas Indonesia - Ekonomi/Akuntansi
    Sarjana

Perjalanan Karir

 

Komisaris Independen - PT Bank Tabungan Negara (Persero), Tbk
2019 – saat ini

Komisaris Utama - PT BRI Agroniaga Tbk
2019

Komisaris Independen - PT Bank DKI
2015 - 2018

Direktur Hukum dan Kepatuhan - PT Bank Negara Indonesia (Persero) Tbk
2010 - 2015

Direktur Kepatuhan dan Manajemen Risiko - PT Bank Negara Indonesia (Persero) Tbk
2008 - 2010

 

Andin Hadiyanto
Anggota
 

Andin Hadiyanto

Anggota Komite Audit
Komisaris

Tempat, tahun lahir: Wonosobo, 1965
 

Riwayat Pendidikan

  • Nagoya University
    Doctor
  • Nagoya University
    Magister
  • Universitas Gajah Mada - Ilmu Ekonomi Studi Pembangunan
    Sarjana

 

Perjalanan Karir

Komisaris - PT Bank Tabungan Negara (Persero), Tbk
2019 - saat ini

Direktur Jenderal Perbendaharaan - Kementerian Keuangan
2019 – Sekarang

Staf Ahli Menteri Keuangan Bidang Ekonomi Makro dan Keuangan Internasional
2018 – 2019

Adi Prakoso
Anggota

Adi Prakoso

Anggota Komite Audit

Tempat, tahun lahir: Jakarta, 1965
 

Riwayat Pendidikan

  • Universitas Padjadjaran, Bandung
    Sarjana Akuntansi

 

Perjalanan Karir

Anggota Komite Audit - PT Bank Tabungan Negara (Persero), Tbk
2018 - saat ini

Ketua Internal Audit - PT. PANN Maritime Finance (Subsidiary of State Owned Company)
2013 - saat ini

Team Leader in Counterpart Relation - Directorate of Internal Audit - PT. Bank Mandiri (Persero) Tbk
2012 - 2013

Peter Eko Budi Darwito
Anggota

Peter Eko Budi Darwito

Anggota Komite Audit

Tempat, tahun lahir: Sukoharjo, 1963
 

Riwayat Pendidikan

  • Institut Pertanian Bogor
    Magister Manajemen Agribisnis
  • Universitas Sebelas Maret - Surakarta
    Sarjana Pertanian

 

Perjalanan Karir

Anggota Komite Audit - PT Bank Tabungan Negara (Persero), Tbk
2020 - saat ini

Kepala Audit Intern Wilayah BRI Jayapura - PT Bank Rakyat Indonesia, Tbk
2018 - 2019

Wakil Pemimpin BRI Kantor Cabang Khusus - PT Bank Rakyat Indonesia, Tbk
2015 - 2018


Komite Remunerasi dan Nominasi

Chandra Hamzah
Ketua

Chandra Hamzah

Komisaris Utama Independen
Ketua Komite Remunerasi dan Nominasi.

Tempat, tahun lahir: Jakarta, 1967
 

Riwayat Pendidikan

  • Universitas Indonesia - Hukum
    Sarjana

 

Perjalanan Karir

Komisaris Utama Independen - PT Bank Tabungan Negara (Persero), Tbk
November 2019 – saat ini

Komisaris Utama - PT Perusahaan Listrik Negara (Persero)
2014 - 2015

Pimpinan / Wakil Ketua Komisi Pemberantasan Korupsi (KPK)
2007-2011

Partner dari Assegaf Hamzah & Partners Law Firm
2001 - saat ini


 

Iqbal Latanro
Anggota

Iqbal Latanro

Anggota Komite Remunerasi dan Nominasi
Wakil Komisaris Utama / Independen

Tempat, tahun lahir: Ujung Pandang, 1958
 

Riwayat Pendidikan

  • Universitas  Hasanuddin, Makassar - Business Management
    Master of Science (MSi.)
     
  • Universitas  Hasanuddin, Makassar
    Sarjana Ekonomi

 

Perjalanan Karir

Wakil Komisaris Utama / Independen - PT Bank Tabungan Negara (Persero), Tbk
Maret 2021 – saat ini

Komisaris - PT Bank Mandiri Taspen
Maret 2020 – Maret 2021

Komisaris - PT Pemeringkat Efek Indonesia
Maret 2020 – Maret 2021

Ahdi Jumhari Luddin
Anggota

Ahdi Jumhari Luddin

Anggota Komite Remunerasi dan Nominasi
Komisaris Independen

Tempat, tahun lahir : Bandung, 1954
 

Riwayat Pendidikan

  • University of Illinois, Chicago - Polis Ekonomi
    Magister
  • Universitas Indonesia - Ekonomi/Akuntansi
    Sarjana

Perjalanan Karir

 

Komisaris Independen - PT Bank Tabungan Negara (Persero), Tbk
2019 – saat ini

Komisaris Utama - PT BRI Agroniaga Tbk
2019

Komisaris Independen - PT Bank DKI
2015 - 2018

Direktur Hukum dan Kepatuhan - PT Bank Negara Indonesia (Persero) Tbk
2010 - 2015

Direktur Kepatuhan dan Manajemen Risiko - PT Bank Negara Indonesia (Persero) Tbk
2008 - 2010

 

Armand B. Arief
Anggota

Armand B. Arief

Anggota Komite Remunerasi dan Nominasi
Komisaris Independen

Tempat, tahun lahir : Tanjung Enim, 1952
 

Riwayat Pendidikan

  • Suffolk University, Boston
    Magister
  • Curry College, Milton Massachusetts USA
    Sarjana

Perjalanan Karir

Komisaris Independen - PT Bank Tabungan Negara (Persero), Tbk
2019 – saat ini

Komisioner dan Senior Consultant - Dunamis Organization Services
2016 – 2019

Anggota Panel Interviewer - OJK
2016 – 2017

Komisaris Independen - PT Bank Royal Indonesia
2017 – 2018

Presiden Direktur - PT Bank UOB Indonesia
2007 – 2015

Wakil Presiden Direktur  - PT Bank International Indonesia
2002 – 2007

Andin Hadiyanto
Anggota
 

Andin Hadiyanto

Anggota Komite Remunerasi dan Nominasi
Komisaris

Tempat, tahun lahir: Wonosobo, 1965
 

Riwayat Pendidikan

  • Nagoya University
    Doctor
  • Nagoya University
    Magister
  • Universitas Gajah Mada - Ilmu Ekonomi Studi Pembangunan
    Sarjana

 

Perjalanan Karir

Komisaris - PT Bank Tabungan Negara (Persero), Tbk
2019 - saat ini

Direktur Jenderal Perbendaharaan - Kementerian Keuangan
2019 – Sekarang

Staf Ahli Menteri Keuangan Bidang Ekonomi Makro dan Keuangan Internasional
2018 – 2019

Heru Budi Hartono
Anggota

Heru Budi Hartono

Anggota Komite Remunerasi dan Nominasi
Komisaris

Tempat, tahun lahir: Medan, 1965
 

Riwayat Pendidikan

  • Universitas Krisna Dwipayana - Manajemen
    Magister
  • Universitas Krisna Dwipayana - Ekonomi
    Sarjana

 

Perjalanan Karir

Komisaris - PT Bank Tabungan Negara (Persero), Tbk
2019 - saat ini

Kepala Sekretariat Presiden - Kementrian Sekretaris Negara
2017 – saat ini

Komisaris - PT Bank DKI
2015 - 2018

Kepala Badan Pengelola Keuangan Aset Daerah DKI Jakarta
2015 – 2017

Komisaris Utama - PT Delta Djakarta Tbk
2014 - 2015

Wali Kota Jakarta Utara
2014 – 2015

Kepala Biro KDH dan KLN DKI Jakarta
2013 – 2014

 

Eko D. Heripoerwanto
Anggota

Eko D. Heripoerwanto

Anggota Komite Remunerasi dan Nominasi
Komisaris

Tempat, tahun lahir: Blitar, 1961
 

Riwayat Pendidikan

  • Institut Pertanian Bogor - Pengelolaan Sumber Daya Alam dan Lingkungan
    Doktor (S3)
  • Universitas Pennsylvania - Master in City Planning
    Strata Dua (S2)
  • Institut Teknologi Bandung - Teknik Planologi
    Sarjana (S1)

 

Perjalanan Karir

Komisaris - PT Bank Tabungan Negara (Persero), Tbk
2019 – saat ini

Direktur Perencanaan dan Pembiayaan Perumahan -  Kementerian PUPR
2016 - 2019

AsDep Evaluasi Perumahan Swadaya -  Kementerian PUPR
2013 - 2015

Moch Amin Nurdin
Anggota

Moch Amin Nurdin

Anggota Komite Remunerasi dan Nominasi

Tempat, tahun lahir: Tegal, 1973
 

Riwayat Pendidikan

  • Universitas Mercu Buana - Manajemen
    Magister
  • PPM Graduate School - Manajemen
    Magister
  • Universitas Diponegoro - Bisnis Administrasi
    Sarjana

 

Perjalanan Karir

Anggota Komite Remunerasi dan Nominasi- PT Bank Tabungan Negara (Persero), Tbk
2021 - saat ini

Chairman - LPK LPPI
2020 –2021

Training and Marketing Division Head - LPK LPPI
2020 –2021

Research and Program Dev. Manager - LPK LPPI
2018 - 2020

Marketing and Operations Head - PT Karya Sakti Sejahtera
2008
Abdul Firman
Anqqota ex-officio

Abdul Firman, diangkat sebagai Anggota ex-officio Komite Remunerasi dan Nominasi PT. Bank Tabungan Negara (Persero) Tbk oleh Dewan Komisaris.

Komite Pemantau Risiko

Armand B. Arief
Ketua

Armand B. Arief

Ketua Komite Pemantau Risiko
Komisaris Independen

Tempat, tahun lahir : Tanjung Enim, 1952
 

Riwayat Pendidikan

  • Suffolk University, Boston
    Magister
  • Curry College, Milton Massachusetts USA
    Sarjana

Perjalanan Karir

Komisaris Independen - PT Cardig Aero Services Tbk
2021 – saat ini

Komisaris Independen - PT Bank Tabungan Negara (Persero), Tbk
2019 – saat ini

Komisioner dan Senior Consultant - Dunamis Organization Services
2016 – 2019

Anggota Panel Interviewer - OJK
2016 – 2017

Komisaris Independen - PT Bank Royal Indonesia
2017 – 2018

Presiden Direktur - PT Bank UOB Indonesia
2007 – 2015

Wakil Presiden Direktur  - PT Bank International Indonesia
2002 – 2007

 

Eko D. Heripoerwanto
Anggota

Eko D. Heripoerwanto

Anggota Komite Remunerasi dan Nominasi
Komisaris

Tempat, tahun lahir: Blitar, 1961
 

Riwayat Pendidikan

  • Institut Pertanian Bogor - Pengelolaan Sumber Daya Alam dan Lingkungan
    Doktor (S3)
  • Universitas Pennsylvania - Master in City Planning
    Strata Dua (S2)
  • Institut Teknologi Bandung - Teknik Planologi
    Sarjana (S1)

 

Perjalanan Karir

Komisaris - PT Bank Tabungan Negara (Persero), Tbk
2019 – saat ini

Direktur Perencanaan dan Pembiayaan Perumahan -  Kementerian PUPR
2016 - 2019

AsDep Evaluasi Perumahan Swadaya -  Kementerian PUPR
2013 - 2015

Heru Ratna Azimada
Anggota

Heru Ratna Azimada

Anggota Komite Remunerasi dan Nominasi

Tempat, tahun lahir: Magelang, 1949
 

Riwayat Pendidikan

  • Universitas Gadjah Mada - Ekonomi Perusahaan
    Sarjana

Perjalanan Karir

Anggota Komite Remunerasi dan Nominasi - PT Bank Tabungan Negara (Persero), Tbk
2019 – saat ini

Direktur Bank Exim/Anggauta Tim Merger - Indonesia Exim Bank
1999 - 2001

Anggota Badan Konsultasi Perkebunan, Dirjen Perkebunan - Bank Ekspor Impor Indonesia
1975


Ignace Widiatmoko
Anggota

Ignace Widiatmoko

Anggota Komite Pemantau Risiko

Tempat, tahun lahir : Probolinggo, 1960
 

Riwayat Pendidikan

  • Singapore College of Insurance, Jakarta-Singapore
    Chartered Financial Consultant & Diploma in Financial Planning
  • Rutgers University, Graduate School of Management Newark, New Jersey USA
    MBA

Perjalanan Karir

Anggota Komite Pemantau Resiko - PT Bank Tabungan Negara (Persero), Tbk
2021 – saat ini

Risk Monitoring Committee and Audit Committee - Bank Victoria International Tbk
2021 – saat ini

Risk Monitoring Committee - Industrial Commercial Bank of China Indonesia (ICBC)
20218 – 2021

Risk Monitoring Committee and Audit Committee - Rabobank International Indonesia (RII)
2018 – 2021

Managing Director - PT. Gedung Bank Exim and Commissioner of PT. Resik Guna Maju
2015 – 2018

VP of Risk Management Directorate - PT Bank Mandiri Tbk
2007 – 2015

 

Pengendalian Fraud

Dalam rangka pengendalian fraud di lingkungan perusahaan maka Bank BTN telah menerapkan Strategi Anti Fraud yang terdiri dari 4 Pilar yaitu Pilar Pencegahan, Pilar Deteksi, Pilar Investigasi, Pelaporan dan Sanksi, serta Pilar Pemantauan, Evaluasi dan Tindak Lanjut. Dalam Pilar Deteksi disediakan saluran pengaduan (Whistleblowing System) yang bebas dan rahasia bagi seluruh pihak baik internal maupun eksternal dalam mengungkap adanya upaya perbuatan pelanggaran (fraud) di lingkungan kerja Bank BTN. Adapun saluran yang tersedia sebagai berikut:

Piagam Internal Audit

Kebijakkan Manajemen Risiko

Sistem Managemen Anti Penyuapan (SMAP)

Anggaran Dasar

Nilai-nilai Budaya Perusahaan

 


Bank BTN memiliki 6 (Enam) Core Values AKHLAK yang menjadi pondasi bagi seluruh BTNers (sebutan Pegawai Bank BTN) dalam berperilaku untuk mencapai visi Bank BTN

Makna Enam Nilai Budaya

Amanah

Memegang teguh kepercayaan yang diberikan.

Kompeten

Terus belajar dan mengembangkan kapabilitas

Harmonis

Saling peduli dan menghargai perbedaan.

Loyal

Berdedikasi dan mengutamakan kepentingan Bangsa dan Negara.

Adaptif

Terus berinovasi dan antusias dalam menggerakkan ataupun menghadapi perubahan.

Kolaboratif

Membangun kerja sama yang sinergis.

 

 

18 (Delapan Belas) Panduan Perilaku AKHLAK bagi BTNers



  • Amanah

    • Memenuhi janji dan komitmen.
    • Bertanggung jawab atas tugas, keputusan, dan tindakan yang dilakukan.
    • Berpegang teguh kepada nilai moral dan etika.
  • Kompeten

    • Meningkatkan kompetensi diri untuk menjawab tantangan yang selalu berubah.
    • Membantu orang lain belajar.
    • Menyelesaikan tugas dengan kualitas terbaik.
  • Harmonis

    • Meningkatkan kompetensi diri untuk menjawab tantangan yang selalu berubah.
    • Membantu orang lain belajar.
    • Menyelesaikan tugas dengan kualitas terbaik
  • Loyal

    • Menjaga nama balk sesama karyawan, pimpinan, BUMN, dan Negara.
    • Rela berkorban untuk mencapai tujuan yang lebih besar.
    • Patuh kepada pimpinan sepanjang tidak bertentangan dengan hukum dan etika.
  • Adaptif

    • Cepat menyesuaikan diri untuk menjadi lebih baik.
    • Terus-menerus melakukan perbaikan mengikuti perkembangan teknologi.
    • Bertindak proaktif.

  • Kolaboratif
    • Memberi kesempatan kepada berbagai pihak untuk berkontribusi.
    • Terbuka dalam bekerja sama untuk menghasilkan nilai tambah.
    • Menggerakkan pemanfaatan berbagai sumber daya untuk tujuan bersama.

Part A - Rights of Shareholders

Part Parameter Company Practice 2021 Source Document
A. Rights of Shareholders





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 & Script Dividend : Bank BTN didn't distribute both interim & script divided.

Final dividend:Bank BTN didn't distribute Dividend
Date of AGMS: 10 Maret 2021
Date of Dividend Payment : The information is mentioned in:2021

Resolution of AGMS, Resolution of The Second Agenda of Meeting (https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Keputusan-RUPST-2021-english-version.pdf)

2021 Resolution of AGMS





A.2 Right to participate in decisions concerning fundamental corporate changes.


Do shareholders have the right to participate in:

A.2.1 Amendments to the company's constitution?

Shareholders have the right to participate in the amendments to the company's constitution through GMS as stated in :

  1. Articles of Association of Bank BTN 2018, Article 5 page 12
  2. Annual Report FY 2020 page 355-356

Articles of Association of Bank BTN 2018 

Annual Report FY 2020


A.2.2 The authorisation of additional shares?

Bank Tabungan Negara has govern the right of shareholder to participate in the authorisation of additional shares. Based on the Articles of Association of Bank Tabungan Negara, Article 4 Section 7 states that the increase of authorized capital which cause the issued capital and paid-up capital to be less than 25% (twenty five percent) of the authorized capital shall be performed, as long as:

  • a.1. Approval from the GMS for increasing the authorized capital has been obtained;
  • a.2  Endorsement from the Minister of Law have been obtained;
  • a.3. The increase of issued and paid up capital to become, at least, 25% (twenty five percent)  must be performed within a period of not later than 6 (six) months from the date of endorsement from the Minister of Law;
  • a.4. If the increase of issued capital as set forth in point a.3 above is not fully realized, then the Company shall re-amend these Articles of Association so that the authorized capital and paid-up capital comply with the provisions of the Law concerning Limited Liability Company, within a period of 2 (two) months from the period mentioned in point a.3;
  • a.5  An approval from the GMS as set forth in point a.1 above shall also include the approval on amendment to these Articles of Association as set forth in Article 4 paragraph (7) letter b.

The information is mentioned in:

  1. Company's Articles Of Association 2018, page 10
Articles of Association of Bank BTN 2018
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company?

Bank Tabungan Negara has govern the right of shareholder to participate in the transfer of all or substantially all assets. Based on the Articles of Association of Bank Tabungan Negara, Article 12 Section 9 states that the Directors must seek approval from the GMS in order to:

a. transfer assets of the Company; or

b. make the Company’s assets as collateral of debt which constitutes more than 50% (fifty percent) of total net assets of the Company in 1 (one) or more transaction/s, interrelated or not, except as the performer of business activity of the Company, in accordance with Article 3.

The information is mentioned in:

  1. Company's Articles Of Association 2018 page 32
  2. Annual Report FY 2020 page 355

Annual Report FY 2020

     




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?

Shareholders have the opportunity to approve remuneration for the non-executive directors / commissioners.

In AGMS 2020 shareholders decided to approve the salaries of member of the Board of Directors and honorarium of member of the Board of Commissioners for the financial year of 2021, tantiem for the board of the Board of Directors and the Board of Commissioners for the financial year of 2020 as well as performance-based long term incentives benefit to the Board of Directors and Board of Commissioners.

The information is mentioned in:

  1. Bank Tabungan Negara AGMS 2021 Summary of Minutes,Third Agenda (https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Keputusan-RUPST-2021-english-version.pdf)
2021 Resolutions of AGMS
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/ commissioners?

Members  of  the  Board  of  Directors and Commissioners shall  be  appointed  by the GMS of the candidates nominated by the Shareholders of Series A  Dwiwarna  shares, of which such  nomination shall bind the GMS. Procedure for election of members of Board of Directors/Board of Commissioners shall comply with regulation of the Minister of State - Owned Enterprise as follows:

  1. Regulation of the Minister of State-Owned Enterprise No. PER-03/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise, Chapter III.C.15 - UKK.
  2. Regulation of the Minister of State-Owned Enterprise No. PER-10/MBU/10/2020 dated October 09, 2020 Concerning The Amendment of Regulation of the Minister of State-Owned Enterprise No. PER-02/MBU/02/2015 dated February 17, 2015 Concerning Requirements and Procedure For Appointment and Dismissal of Board of Commissioners and Board of Supervision of the State-Owned Enterprise. 
  3. Articles of Association of Bank BTN 2018, article 11, section 10 page 22
  4. Articles of Association of Bank BTN 2018, article 14, section 12 page 39
  1. Regulation of the Minister of State-Owned Enterprise;
  2. Articles of Association of Bank BTN 2018
A.3.3 Does the company allow shareholders to elect directors/commissioners individually?

Shareholders may elect individual Board of Directors / Board of Commissioners:

  1. Articles of Association of Bank BTN 2018, article 11, section 10 page 22
  2. Articles of Association of Bank BTN 2018, article 14, section 12 page 39
  3. Bank BTN 2021 AGMS Resolutions, 9th Agenda
  1. Articles of Association of Bank BTN 2018
  2. 2021 Resolutions of AGMS
A.3.4 Does the company disclose the voting procedures used before the start of meeting?

Bank Tabungan Negara disclosed the voting procedures used before the start of AGMS.

The information is mentioned in:

  1. Bank Tabungan Negara Rules of Conduct and Procedures of AGMS 2021, point 11 – Voting (Soruce: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Tata-Tertib-RUPST-BTN-2021-FINAL.pdf)
Rules of Conduct and Procedures of AGMS 2021
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?

In Bank BTN 2021 AGMS Minutes has provided information on answers to questions raised by Shareholders at the AGMS.

The information is mentioned in:

  1. Bank Tabungan Negara Summary of Minutes AGMS 2021 Resolutions, point D (Page 2);
  2. Bank Tabungan Negara Minutes of AGMS 2021, First Agenda (Page 82-83) source:https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Keputusan-RUPST-2021-english-version.pdf

  1. Summary of Minutes AGMS 2021
  2. Minutes of AGMS 2021
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?

Bank BTN has disclosed the results of the voting including consent, dissenting opinion, and abstention on each agenda, in:

  1. Bank BTN 2021 AGMS Resolution
2021 Resolutions of AGMS
A.3.7 Does the company disclose the list of board members who attended the most recent AGM?

Bank BTN has disclosed the list of Board of Directors and Board of Commissioners presented at the AGMS 2021, in:

  1. Bank BTN 2021 AGMS Resolutions
2021 Resolutions of AGMS
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?

Bank BTN has disclosed the all Board members and the CEO presented at the GMS 2019, in:

  1. Bank BTN 2021 AGMS Resolutions
2021 Resolutions of AGMS
A.3.9 Does the company allow voting in absentia?

Bank Tabungan Negara allowed voting in absentia. According to Bank BTN's  AGMS 2021 Rules of Conduct & Procedures Point 4, Page 3, the shareholders shall, either in person or represented based on a power of attorney, be entitled to attend a GMS, by observing the prevailing law and regulation. In addition, Bank BTN's AGMS 2021 Invitation Notes point 3 also stated that the Shareholders may be represented by other Shareholders or proxies holding powers of attorney. Members of the Board of Directors and Board of Commissioners and the employees of the Company may act as the Shareholders’ proxies at the Meeting, but their votes will not be counted.

The information is mentioned in:

  1. Bank Tabungan Negara AGMS 2021 Rules of Conduct & Procedures Point 4, Page 3 (Soruce: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Tata-Tertib-RUPST-BTN-2021-FINAL.pdf)
  2. Bank Tabungan Negara AGMS 2021 Invitation (Notes Point 3) (https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)

AGMS 2021 Rules of Conduct & Procedures;

AGMS 2021 Invitation

A.3.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?

Bank Tabungan Negara vote by poll (as opposed to by show of hands) for all resolutions at the AGMS 2020. According to BTN's AGMS 2020 Rules of Conduct & Procedures Poinit 11, voting Card to cast a vote shall be provided by the officers. Voting shall be performed by the following mechanism: a. For the first to the sixth agenda of Meeting, Open Voting system will be applied in which Shareholders or their proxies who cast blank votes or not in favor are asked to raise their hands or submit their voting cards to the Meeting Facilitator to be counted electronically. b. For the seventh Agenda of Meeting, it is just a report so do not take any decission making. c. Pursuant to Article 30 POJK and Article 26 paragraph 11 of Company’s Articles of Association, the shareholders with valid voting rights who are present at the Meeting but do not cast vote (abstain) will be deemed to have cast the same vote as the majority votes at the Meeting.

The information is mentioned in:

  1. Bank Tabungan Negara AGMS 2021 Rules and Procedures of Conduct, Point 11, Page 9 (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Tata-Tertib-RUPST-BTN-2021-FINAL.pdf)
AGMS 2021 Rules of Conduct & Procedures
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?

Bank Tabungan Negara has appointed independent parties, PT Datindo Entrycom and Notary Ashoya Ratam SH., MKn to count and/or validate the vote.

The information is mentioned in:

  1. Bank Tabungan Negara AGMS 2021 Resolutions, point F  (source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Keputusan-RUPST-2021-english-version.pdf)
2021 Resolutions of AGMS
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/EGM for all resolutions?

Bank BTN has published voting results under 2019 GMS within 2 (two) business day after Performance to AGMS on the date of March 15, 2021.
The information is mentioned in:

Bank Tabungan Negara AGMS 2021 Resolutions, (source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Keputusan-RUPST-2021-english-version.pdf))

2021 Resolutions of AGMS
A.3.13 Does the company provide at least 21 days notice for all AGMs and EGMs?
  • Announcement of 2021 AGMS: February 1,2021 
  • Invitation to 2021 AGMS: February 16, 2021
  • 2021 AGMS: March 10, 2021
  • Based on the aforementioned information, Invitation to 2019 AGMS made at least 21 days notice

The information is mentioned in: 

  1. Bank BTN 2019 AGMS Announcement (SOURCE:https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/PENGUMUMAN-RUPS---EN---JAKPOST.pdf)
  2. Bank BTN invitation of AGMS 2021 (SOURCE:https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)

Bank BTN 2021 AGMS Announcement

Invitation of AGMS 2021

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?

Bank BTN has prepared explanation to each agenda requiring Shareholders’ approval under:

  1. Bank BTN Invitation to 2021 AGMS Agenda - Meeting Agenda (https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)
  2. Bank BTN 2021 AGMS List of Supporting Material for Agenda (https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Bahan-Materi-Mata-Acara-RUPST--2021.pdf)


  1. Invitation of AGMS 2021;
  2. Bank BTN 2021 AGMS List of Supporting Material for Agenda
A.3.15
Does the company give the opportunity for shareholder to place item/s on the agenda of AGM?

Bank Tabungan Negara has given the opportunity for shareholder to place item/s on the agenda of AGM.

a. The proposals shall be received by the Company’s Board of Directors at least 7 (seven) calender days prior to the date of the Meeting’sNotice, no later than Tuesday, February 9, 2021.The Shareholders that can propose the agenda of Meeting are as follows:

  • The Shareholder of Seri A Dwiwarna
  • 1 (one) shareholder or more that represents 1/20th (one –twentieth) or more of the issued shares with valid voting rights.

The information is mentioned in:

  1. Annoucement of AGMS 2021, Number 2 (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/PENGUMUMAN-RUPS---EN---JAKPOST.pdf)
Bank BTN 2021 AGMS Announcement








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 company appoint an independent party to evaluate the fairness of the transaction price? During 2020, The Company did not carry out investment, expansion, divestment, acquisition and debt/equity restructuring activities. The information is mentioned in Annual Report BTN FY 2020, page 280

Annual Report FY 2020










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?

Bank BTN involves shareholders in activities beyond GMS among others Public Expose, Non Deal Roadshow etc. Invitation of the activities send to shareholders by registered email. (This information mention ini Public Expose 2020 and Non Deal Roadshow).

  1. Bank BTN's Efforts to invite Shareholders to AGMS 2021
  2. Public Expose 2020
  3. Non Deal Roadshow


     

Part B - Equitable Treatment of Shareholders


Part Parameter Company Practice 2021 Source Document
B. Equitable Treatment of Shareholders





B.1 Shares and voting rights

B.1.1 Does the company's ordinary or common shares have one vote for one share?

Bank BTN has stated that ordinary or common shares have one vote for one share based on the Articles of Association. The statements is as follow:

Shares shall be registered shares and, issued in the name of the holder that is registered in the Shareholders Register, consisting of:
- Series A Dwiwarna Share which may only be held by the State of the Republic of Indonesia, and
- Series B Share which may be held by the State of the Republic of Indonesia and / or public.

As long as it is not stipulated otherwise in these Articles of Association, then, the holders of Series A Dwiwarna Share and the holders of Series B Share shall have the same right and, each 1 (one) share shall entitle 1 (one) voting right.

The information is mentioned in:

  1. Articles of Association 2018, Article 5 Section 1 & 4, Page 11
Company's Articles Of Association 2018
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)?

As long as it is not stipulated otherwise in these Articles of Association, then, the holders of Series A Dwiwarna Share and the holders of Series B Share shall have the same right and, each 1 (one) share shall entitle 1 (one) voting right. The information is mentioned in: 

  1. Articles of Association 2018, Article 5 Section 4, Page 11
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/Kebijakan-Tata-Kelola/Article-of-Association-No66-dated-March-23-2018-Dual-Language.pdf)
  2. Rules of Conduct and procedure of AGMS 2021 page 8.
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Tata-Tertib-RUPST-BTN-2021-FINAL.pdf)

Company's Articles Of Association 2018;

 

Rules of Conduct and procedure of AGMS 2021









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?

Each resolution in the most recent AGM deal with only one item, there is no bundling of several items into the same resolution.

The information is mentioned in:

  1. Bank BTN AGMS 2021 Resolutions
    (source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Keputusan-RUPST-2021.pdf)
  2. Bank BTN AGMS 2021 Invitation
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/PENGUMUMAN-RUPS---IND---BISNIS-INDO.pdf)

Bank BTN AGMS 2021 Resolutions;

Bank BTN AGMS 2021 Invitation

 

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?

Company's notice of the most recent AGMS is fully translated into English and published on the same date as the local-language version

AGMS Invitation Date (Bahasa Indonesia):
16 Februari 2021;
AGMS Invitation Date (English):
16 February 2021 

The information is mentioned in:

  1. Bank BTN AGMS 2021 Invitation (Bahasa Indonesia)
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Pemanggilan-RUPST-Bisnis-Indo.pdf)
  2. Bank BTN AGMS 2021 Invitation (English)
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)
  3. Announcement of AGMS 2021 (Bahasa Indonesia)
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/PENGUMUMAN-RUPS---IND---BISNIS-INDO.pdf)
  4. Announcement of AGMS 2021 (English)
    (Source: https://www.btn.co.id/-/media/User-Defined/ACGS/Part-B/Jawaban-ACGS-2018b22Lamp4oke.pdf?la=en)

Bank BTN AGMS 2021 Invitation (Bahasa Indonesia);

Bank BTN AGMS 2021 Invitation (English)


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 of appointment, experience, and directorships in other listed companies) in seeking election/re-election included?

AGMS 2021 Invitation has information about the change in the composition of Company’s Management.

The information is mentioned in:

  1. Bank BTN AGMS 2021 Invitation
    (Source: (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)
  2. Meeting materials of AGMS 2021 (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Bahan-Materi-Mata-Acara-RUPST--2021.pdf)

Bank BTN AGMS 2021 Invitation;

Meeting materials of AGMS 2021

B.2.4 Are the auditors seeking appointment/re-appointment clearly identified?

The auditors seeking appointment/re-appointment is not clearly identified in the Notice (Invitation) of AGMS 2021.

The information is mentioned in:

  1. Bank BTN AGMS 2021 Invitation
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)
  2. Meeting materials of AGMS 2021
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Bahan-Materi-Mata-Acara-RUPST--2021.pdf)

Bank BTN AGMS 2021 Invitation;

Meeting materials of AGMS 2021

B.2.5 Were the proxy documents made easily available?

Proxy documents are easily available based on the Bank BTN AGMS 2021 Invitation. As the AGMS 2021 Invitation stated that the power of attorney form available at the Company’s Share Registrar PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, 2nd floor, Jakarta 10120, Telp. (021) 350 8077 Fax. (021) 350 8078, on working days starting from the date of the invitation to the Meeting. In addition, the forms of power of attorney is also easily accessible and downloadable from the company website.   

The information is mentioned in: 

  1. Bank BTN AGMS 2021 Invitation
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)
  2. Power of Attorney
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Surat-Kuasa-Menghadiri-RUPST-2021.pdf )

Bank BTN AGMS 2021 Invitation;

Power of Attorney to Attend AGMS 2021





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?

As maintioned from Directors Regulation No.39/PD/CSD/2011,

  1. Insider consist of Commissioner, Director, or Employee;
  2. Prohibition for Insider who have Insider Information to make a purchase or sale of securities the Bank is based on consideration their transparency principle in the capital markets should result in the creation of equality of information for each party in making investment decision.

The information is mentioned in:

  1. Directors Regulation No.39/PD/CSD/2011 Guidelines for Investor Relations Activity Policy, Chapter VII (page 33)
    (Source:http://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/Investor-Relationship-Policy/Investor-Relationship-Policy.pdf)
  2. Bank BTN Annual Report FY 2020 - Page 607
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/Annual-Report/2020/AR-2020--BTN-160221-ENG.pdf)
  1. Investor Relationship Policy;
  2. Bank BTN Annual Report FY 2020
B.3.2 Are the directors / commissioners required to report their dealings in company shares within 3 business days?

Bank BTN has established the policy that required the board of directors / commissionners to report their dealings in company shares within 3 business days as the information can be found in the Board Manual Bank BTN. The information states that Conflict of Interest is a condition in which the Company's economic interests are in conflict with private economic interests. For that reason, the Board of Directors shall always report share transactions of the company within 3 (three) working days.                 

  1. Board Manual Bank BTN - Article K-Prohibition, Section 7 point e (page 19)
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Tata-Kelola/eng/1-Organization-Structure-and-Management-Team/Board-of-Directors/Board-of-Directors-Manual-Bank-BTN-(2017).pdf)
  2. Bank BTN Annual Report FY 2020 - page 409
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/Annual-Report/2020/AR-2020--BTN-160221-ENG.pdf)
  1. Investor Relationship Policy;
  2. Bank BTN Annual Report FY 2020
  3. Board Manual Bank BTN




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?

Bank BTN has a policy pertaining conflicts of interest among the directors/commissioners. The evidence can be seen in the Board Manual. The Board Manual states that Conflict of interest is a condition where the economic interests of the Company conflict with personal economic interest. On the matter, then member of Commissioner should disclose kinship, financial relationship, relationship management, ownership links with the Commissioner and/or members of Board of Directors and/or controlling shareholders of the Company and/or other parties in the framework of Bank's business. Furthermore, the board of directors/commissioners also need to disclose in decision making remain to be taken in conflict of interest condition.

The information is mentioned in:

  1. Bank BTN Annual Report FY 2020 Page 292; 376; 409; 602
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/Annual-Report/2020/AR-2020--BTN-160221-ENG.pdf)
  2. Board Manual (Amandment), number 2.6.2, page 5-6
  3. Board of Commissioners Manual Chapter IV, point K, number 2 - Conflict of Interest, Page 15
  4. Board of Director Manual Chapter III, point K, number 7 - Conflict of Interest, Page 19

1. Bank BTN Annual Report FY 2020

2. Board Manual (Amandment),

3. Board of Commissioners Manual

4. Board of Director Manual

B.4.2 Does the company have a policy requiring a committee of independent directors/commissioners to review material RPTs to determine whether they are in the best interests of the company and shareholders?

Transaction Policies with the Related Parties of Bank BTN are as follows:
All related party transactions must be approved by the board of commissioners. To approve the transaction, the board of commissioners is assisted by the Risk Monitoring Committee in conducting reviews and evaluations as well as providing relevant input in the transaction agreement.

During 2020, the Risk Monitoring Committee reported in the annual report, that the committee had provided input to the Board
of Commissioners for Approval of the Provision of Funds to Related Parties.

The information is mentioned in:

  1. Internal Policy of Related Party transaction sec. Workflow of provision of funds (credit) to related parties which has to analyzed by Risk Monitoring Committee.
    2. Bank BTN Annual Report FY 2020 Page 292-299; 720 about Related Party transaction
    Accomplishment Bank BTN Annual Report FY 2020 Page 484-485 of the 2020 Risk Monitoring Committee Work Plan and duties & resposibility
  2. Bank BTN Annual Report FY 2020 Page 490 about Risk Monitoring Committee Activity Implementation in 2020
  1. Internal Policy of Related Party transaction
    (SE Dir No.55/SE/DIR/CMLD/2019 Perihal Batas Maksimum Pemberian Kredit dan Penyediaan Dana Kepada Pihak Terkait Penyediaan Dana Besar dan atau Penyediaan Dana Kepada Pihak Lain)
  2. Bank BTN Annual Report FY 2020
  3. Flowchart Commercial Credit Policy 
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?

Bank BTN has established a policy of Principles in Conflict of Interest Handling In the event of any conflict of interest. The policy states that Bank Management and Employees shall implement the following principles: a. Shall give priority to economic interests of the Bank and prevent the Bank from possible losses or the possible decreasing bank profits; b. Must disclose the conflict of interest conditions. c. The owner conflicts of interest shall not be involved in all phases/decision-making activities in question.

The information is mentioned in:

  1. Code of Conduct, number 3.2.2 Principles in Conflict of Interest Handling
  2. Board of Directors Manual Bank BTN 2017, Conflict of Interest, Page 19
  3. Board of Comissioners Manual Bank BTN 2017, Conflict of Interest, Page 15

1. Code of Conduct

2. Board of Directors Manual Bank BTN 2017

3. Board of Comissioners Manual Bank BTN 2017

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?

The Company has a Policy regarding Transactions with Conflict of Interest as set forth in the Board Manual and also a Policy regarding Provision of Funds for Related Parties with a Conflict of Interest stating that the Bank is prohibited from funding Related Parties without obtaining an approval from the Board of Commissioners.
In principle, all Company employees must avoid making any decisions in situations and conditions containing any Conflict of Interest. Loans are granted to the Board of Directors, the Board of Commissioners and Company Employees relevant with reasonable limits and in accordance with the applicable Bank regulations without any distinction from customers (arm’s length basis) and at market rates.

The information is mentioned in:

  1. Bank BTN Board Manual Update page 6 number. 2.6.2.4 & page 8 number 3.4.2.5
  2. Bank BTN Annual Report FY 2020 page 311, 409, 602-603
  3. Internal Policy of Related Party transaction
    (SE Dir No.55/SE/DIR/CMLD/2019 Perihal Batas Maksimum Pemberian Kredit dan Penyediaan Dana Kepada Pihak Terkait Penyediaan Dana Besar dan atau Penyediaan Dana Kepada Pihak Lain)
  1. Bank BTN Board Manual (amandment)
  2. Bank BTN Annual Report FY 2020
  3. Internal Policy of Related Party transaction





B.5 Protecting minority shareholders from abusive actions






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?

Bank BTN has disclosed all transactions with related parties as defined in SFAS 7, “Related Party Disclosures” in the Annual Report are made on
the same term and conditions as those transactions with third parties (fair and at arms' length) and have complied with Bapepam-LK Regulation No. IX.E.1 regarding “The affiliate transactions and conflict of interest of certain transactions” as shown by “Unqualified Opinion” from Independent Auditor on 2018 Financial Statements.

The information is mentioned in:

  1. Bank BTN Annual Report FY 2020 Page 292-299
    Accomplishment
  2. (Independent Auditor opinion) Bank BTN Annual Report FY2020-page 720
  1. Bank BTN Annual Report FY 2020
  2. (Independent Auditor opinion) Bank BTN Annual Report FY 2020
B.5.2 In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders?

During 2020 there shall be no Related Party Transactions requiring approval from GMS.  There were also no conflict of interest transactions as mentioned in BAPEPAM LK Regulation No. IX.E.1 on Conflict of Interest.

The information is mentioned in:

  1. Summary of Minutes of AGMS 2021
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Keputusan-RUPST-2021-english-version.pdf)
Summary of Minutes of AGMS 2021
                                                                                                                                                                                                                                                         

Part C - Role of Stakeholders

Part Parameter Company Practice 2021 Source Document
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?
  1. Bank BTN has disclosed a policy and practices that address the existence and scope of the company's effort to address customers' welfare. The evidence can be seen in the Annual Report that states about the Access to product information, Program Customer Education Program, Customer Data Confidentiality,Customer Deposit Insurance Protection and Customer Complaint Mechanism. - Corporate Social Responsibility Associated with Responsibility to Consumers/BTN Annual Report 2020 Page 661-662
  2. Bank BTN commit to provide the best services and products, as well as being equal to all customers, was the implementation and adherence to various regulations on customer protection as consumers. The evidence can be seen in the Sustainability Report that states about the Best Products and Services for Customer Satisfaction, Digital Banking, Customer Education, Customer Education and Customer Data Privacy and Security - Best Products and Services for Customer Satisfaction/Sustainability Report 2020 Page 139-140
  1. BTN Annual Report FY 2020
  2. BTN Sustainability Report FY 2020
C.1.2 Supplier/contractor selection procedures? Bank BTN has disclosed a policy and practices that address the procedures of supplier/contractor. The Company has policies in place regarding the selection and improvement of suppliers or vendor ability - Aspect 4: Stakeholder Participation/  BTN Annual Report 2020 Page 608

 

  1. BTN Annual Report FY 2020
  2. BTN Sustainability Report FY 2020

 

 

 

 


Bank BTN has disclosed a standards of Business Ethics with providers of goods and services. The selection of providers of goods and services had to be based on an assessment of ability, achievement, and on compliance and objectivity in the areas of standard of price, quality, availability, requirements and services provided by partners/suppliers - Bank ethics with providers of goods and services/ BTN Annual Report 2020 Page 646

Bank BTN has disclosed that company had policies related to its social responsibility in the field of fair operations, including, Code of Conduct, Anti Gratituity Control, Anti-Fraud Strategy and Policy for Procurement of Goods and Services. Based on this policy, the Company
carried out its responsibilities related to fair operations by emphasizing the importance of managing the Company which was transparent, fair and equitable. - Corporate Social Responsibility Related to Fair Operations/ BTN Annual Report 2020 Page 635, 645

Bank BTN has disclosed about commitment to prioritizing local / national suppliers was in accordance with the Circular of the Minister of SOEs Number SE-10 / MBU / 08/2020 dated August 26, 2020 that  also in line with the Regulation of the Minister of StateOwned Enterprises of the Republic of Indonesia Number PER-08 / MBU / 12/2019 concerning General Guidelines for the Implementation of Procurement of Goods and Services for State-Owned Enterprises - Supply Chain/BTN Sustainability Report 2020 Page 56

C.1.3 The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? Bank BTN has disclosed a policy and practices that address the company's efforts that its  value chain is environmentally friendly or is consistent with promoting sustainable development. As it can be seen in the Annual Report that the company is fully aware of its role as a Bank that provides loan/capital to customers and also asa development agent that participates in fostering a sustainable development, including to maintain environmental sustainability. In addition, the Company also focuses on environmentally friendly lending by adhering to the Company’s Commercial Credit Facility Guidelines. In the guidelines, there are credit requirements that require documents on Effort for Environmental Feasibility/Environmental Management Efforts (UKL/UPL) and/or Environmental Impact Assessment
(AMDAL) - Corporate Social Responsibility Related to the Environment/ BTN Annual Report 2020 Page 648-654
  1. BTN Annual Report FY 2020
  2. BTN Sustainability Report FY 2020

 



Bank BTN has disclosed Environmental Performance and commit to environmental sustainability that is in line with Law of the Republic of Indonesia Number 10 of 1998 concerning Amendments to Law Number 7 of 1992 concerning Banking, which regulates the principle of prudence in lending. In this case, banks must pay serious attention Environmental Impact Analysis (AMDAL) for large-scale and / or high-risk companies - Strengthening Environmental Friendly Financing/BTN Sustainability Report 2020 Page 5, 109-114
C.1.4 The company's efforts to interact with the communities in which they operate? Bank BTN has disclosed a policy and practices that address the company's efforts  to interact with the communities in which they operate. The Company commit to participate in sustainable economic development in order to improve the quality of
life and a beneficial environment for the Company itself, the local community, and society in general - Corporate Social Responsibility Related to Social Community Development/ BTN Annual Report 2020 Page 663-667
  1. BTN Annual Report FY 2020
  2. BTN Sustainability Report FY 2020


Bank BTN has disclosed that the Company fully realizes that business sustainability
is very dependent on the creation of mutually beneficial relationships between all stakeholders, both external and internal, including the communities around the company’s
operating area. As an important part of the national economic chain, the Company has an important role in the implementation of Social and Environmental Responsibility
(TJSL), as stipulated in Law No. 40 of 2007 concerning Limited Liability Companies. TJSL is the Company’s commitment to participate in sustainable economic development in order to improve the quality of life and a beneficial environment, both for the Company itself, the local community, and society in general - Commitment to Empower and Develop the Community/ BTN Sustainability Report 2020 Page 97-103
C.1.5 The company's anti-corruption programmes and procedures? Bank BTN has disclosed a policy and practices that address the company's anti-corruption programmes and procedures by zero Tolerance to Fraud & Zero-Defect Program. Those program aim to ensure that all efforts to mitigate the risk of fraud can be done effectively, the Company continuously increase the awareness of BTNers People of compliance aspects through continuous dissemination of the anti-fraud program and establishment of Anti-Fraud Team. The Anti Fraud Strategy is supported by the implementation of 4 (four) pillars, namely: 1. Prevention, 2. Detection, 3. Investigation, Reporting and Sanctions and 4. Monitoring, Evaluation and Follow-up - Zero Tolerance to Fraud & Zero-Defect Program/ BTN Annual Report 2020 Page 351
  1. BTN Annual Report FY 2020

Bank BTN has applied a systematic framework for preventing corruption, collusion and nepotism by adopting the Corruption Prevention Guide (“Panduan Cegah Korupsi” or “CEK”) issued by KPK. To support this, the Company also collaborates with KPK on corruption
prevention programs through the Professional with Integrity or Profesional Berintegritas (“PROFIT”) program, which includes the support of human resources (HR) who are competent in building integrity in guarding corruption prevention in the Company through participation in training as Integrity Builder and the participation in collaboration in campaigns with KPK on combating corruption through various communication media channels - Collaboration With the Corruption Eradication Commission (KPK) in the Professional tith Integrity Program (Profit)/BTN Annual Report 2020 Page 352
  1. BTN Annual Report FY 2020

Bank BTN has applied Anti-Bribery Management System Certification ISO 37001, Certification Participation Implementation of Integrity Builder Expert (API), Code of Conduct and Management of Gratituity Control -  Anti Corruption Program/ BTN Annual Report 2020 Page 579-586
  1. BTN Annual Report FY 2020
Bank BTN has disclosed a policy and practices that address the procedures of Anti-Corruption and Anti-Fraud policy. The Company’s Fraud Prevention System has been regulated on the basis of the Board of Directors’ Circular Number 22/DIR/IAD/2014 concerning the Company’s Standard Operating Procedure regarding its Anti-Fraud Strategy. As a guideline in Gratification Control and as an initiative of the national Anti-Corruption Program, the Company has issued guidelines related to Gratification Control implementation based on the Board of Directors’ Circular Number 68/DIR/CMPD/2017.- Stakeholder Participation/ BTN Annual Report 2020 Page 608
  1. BTN Annual Report FY 2020
Bank BTN commit to apply business activities, honestly, fairly and without corruption or bribery and trustworthiness. This commitment is built because the Company is aware that negative actions will greatly affect the Company’s name, brand, reputation and business sustainability. For the Company’s, every violation of anti-corruption and fraud policies are serious matter and are taken firmly according to the policies and regulations in force. The implementation of anti-corruption and fraud is regulated by the Directors Circular No. 22 / DIR / IAD / 2014 dated 28 May 2014 concerning the Standard Operating Procedure of the Company’s Anti-Fraud Strategy . This anti-corruption and fraud policy apply to all permanent and contract employees, the Company’s management, the Board of Commissioners and the Board of Directors who act on behalf of the Company - Anti Fraud/  BTN Sustainability Report 2018 Page 83
  1. BTN Sustainability Report FY 2020
 C.1.6 How creditors' rights are safeguarded?  Bank BTN has disclosed a policy and practices about safeguarded creditors' right. The policy regarding fulfilling creditor rights is utilized as a guideline for providing loans to creditors. The purpose of the policy is to maintain the fulfillment of creditor rights and to maintain creditor trust in the Public Company. The policy includes consideration for making agreements, and follow-up procedures in fulfilling the obligations of the Public Company to creditors. The creditors’ basic rights policies include: 1. To receive the repayment of Principal and Interest payments at the agreed time. 2. To secure the rights to any penalties regarding the repayment of Principal and Interest payments. 3. To request for explanation, information, documents and inspect the Company’s books. In 2020, there were two forms of Company creditors: Bilateral Loan Lender and Lender of Bonds - Principle 7. Stakeholder Participation/ BTN Annual Report 2020 Page 608  
  1. BTN Annual Report FY 2020
 C.1.7  Does the company have a separate report/section that discusses its efforts on environment/economy and social issues?  Bank BTN has a separate Sustainability Report that discusses its efforts on environment, economy, and social issues.
  1. BTN Sustainability Report 2020

       
       
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?

Bank BTN has provided contact details to receive further information regarding the Company, the general public and investors.All stakeholders can contact Bank BTN from several means such as:

Corporate Secretary
Name : Ari Kurniaman
Address : Menara BTN Jl. Gajah Mada No.1, Jakarta Pusat 10130
Phone : (021) 6336789 ext. 2003 Fax : (021) 6336719
E-mail : ari.kurniaman@btn.co.id
Website : www.btn.co.id

Head Office Address
Menara Bank BTN Jl. Gajah Mada No. 1 Jakarta 10130, Indonesia
Phone : (021) 6336789, 6332666
Fax : (021) 6346704
Email : csd@btn.co.id Website : www.btn.co.id 

Investor
Email: investor_relations@btn.co.id  Phone: (021) 633 6789 ext: 2003
Contact Center : 1500-286 

Source: Company Information and Data Access/ BTN Annual Report 2020 Page 569

  1. BTN Annual Report FY 2020




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?

Bank BTN has already disclosed the policies and practices on health, safety, and walfare for its employees. Referring to Law No. 13 of 2003, Article 86 paragraph 2, which stipulates that “In order to protect the safety of workers/ labor for realizing optimal productivity, occupational safety and health efforts shall be done”, the Company has a policy related to Occupational Safety and Health Management System (SMK3), which is stated in:

  1. Directors’ Regulation No. 5/PD/PGSD/2017 dated October 31, 2017, concerning Policy Guidelines for Occupational Safety and Health Management Systems.
  2. Directors’ Circular Letter No. 60/DIR/PGSD/2017 dated October 31, 2017,concerning Standard Operating Procedure for Implementing Occupational Safety and Health Management Systems
    The policy's detail is also elaborated in the Sustainability Report Bank BTN FY 2020 - Sustainable Social Performance/ BTN Annual Report 2020 Page 115-121

 

  1. BTN Annual Report FY 2020
  2. Employee Safety Programme
C.3.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees? Bank BTN has disclosed the  organizes education and training to strengthen business operations in line with the needs and development of the banking industry. The Company provides equal opportunities to all employees in developing their potential through education and training. Employee participation contributes significantly to the achievement of the Company’s business performance. The structures of education and training that have been applied are divided into five groups, i.e. School of Leadership, School of Operational Banking, School of Credit & Risk, School of Sales & Service and School of Business & Sharia Banking that conduct training for employees - Equal Opportunities in Education and Training/ BTN Annual Report 2020 Page 656-657
  1. BTN Annual Report FY 2020

Bank BTN periodically conducts education and trainingprograms to improve employee competencies and skills. Education and training are intended for employees based on individual development plans and in accordance with the needs of the Company. Management of employee training and education is regulated in the Board of Directors Decree No. 04 / KD / SIPD / 2017 on May 29, 2017, amendment to the Board of Directors Decree No.3 / KD / DIR / SIPD / 2017 concerning Head Office Organizational Structure in article 8 point 5h concerning Organizational Structure of Learning Center Division - Training and Competency Development
for Employees/ BTN Sustainability Report 2020 Page 119-120
  1. BTN Sustainability Report 2020
C.3.3 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?

Bank BTN implements a remuneration system to motivate and maintain the best employees and aims to meet the needs of qualified human capital. To support the Bank’s strategy and encourage optimal and sustainable performance, the Company applies performance-based remuneration. In addition, the Company applies the structure and scale of wages in accordance with the provisions regulated by the field of employment and the related authorities in the banking industries.

Determination of remuneration was also carried out by taking into account the performance of each individual employee (based on performance), the performance of the work unit and the performance of the Company as a whole, but still taking into account the ability of the Company. In implementing the remuneration policy, the company provided salary, annual salary adjustments, holiday allowances, annual leave, and large leave pay for each 3 (three) year working period. The Company also provided health facilities for employees and their family members, including coverage of hospitalization, outpatient care after hospitalization, childbirth, dental care, General Check Up, glasses and others - Remuneration Governance and Remuneration Transparency of the Board of Commissioners and Directors/ BTN Annual Report 2020 Page 526-535

 

 

 

 

 

 

 

 

 

 

 

 

 

  1. BTN Annual Report FY 2020

 



Bank BTN had a mandatory and additional remuneration governance policy for the Board of
Commissioners, Directors and employees implemented based on the prevailing laws and regulations. Remuneration governance was an important aspect in attracting, motivating and maintaining quality human capital. Remuneration governance of the Company was inseparable from the Company’s ability to continue carry out policies based on competitive, fair and risk-based principles that were in line with the direction and policies of the FSA. In preparing the remuneration policy, the Company used the services of an external consultant to keep remuneration competitive - Remuneration Policy/ BTN Annual Report 2020 Page 327

In Bank BTN, the remuneration and employee benefits system is regulated in the Board of Directors Circular Letter Number 43 / DIR / CMO / 2011 concerning Human Capital Reward. In providing remuneration, the Company applies a fair reward pattern and equal treatment without discrimination to all employees regardless of gender, ethnicity, race, religion, color, and other diversity; however, based on the achievement of performance and job responsibilities - Remuneration System and Employees Welfare/ BTN Sustainability Report 2018 Page 115-116

 
  1. BTN Sustainability Report FY 2020








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 a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report

The Company’s Violation Reporting System (WBS) policy is guided by Bank Indonesia Regulation No. 5/8/ PBI/2003 amended by PBI Number 11/23/PBI/2009 and the Bank Indonesia Circular Letter No. 13/28 /DPNP concerning the Anti-Fraud Policy. The Company’s WBS forms an integral part of the Internal Control System in preventing the occurrence of irregularities with the aim of both detecting and preventing the occurrence of irregularities or violations and to gradually create an open, sincere, honest and responsible work climate in the Company.

The Company also built supporting infrastructure in implementing WBS policies wherein the reporter could submit their reports through the following media:

  1. PO Box 2828 JKP 10028
  2. Website : https://btnsiips.tipoffs.info
  3. Email : btnsiips@tipoffs.info
  4. SMS : +62 813 8870 1117
  5. Whatsapp : +62 813 8870 1117
  6. Telepon : +62 21-50928882
  7. Faximili : +62 21-50928883 - Whistleblowing System/ BTN Annual Report 2020 Page 586 - 594

  1. BTN Annual Report FY 2020

The Company has established, implemented and developed a Whistleblowing System (WBS) that ensures that every report receives appropriate responses and follows-up, including enforcement of sanctions that can provide a deterrent effect for  violators and also for those who intend to do so. WBS aims to strengthen internal control mechanisms to support business growth. Early detection and prevention of irregularities or violations;

  1. Gradually creating an open, voluntary, truthful and responsible work culture in the Company - Violation Report/ BTN Sustainability Report 2020 Page 82-84
  1. BTN Sustainability Report FY 2020
C.4.2 Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation?

The Company guarantees the protection of the Whistle- Blower who shows a good intention of reporting any violations that may risk causing a loss for the Company. The protections included are the following:

  1. Reporting communication channel (verbally, telephone, email) that is free and confidential or an independent and confidential Ombudsman. The Informant will receive followup information from the communication channel regarding the report submitted concerning the alleged violations.
  2. Guaranteeing the Informant’s anonymity, unless there is a legal requirement that requires the identity to be disclosed in the presence of the judge.
  3. Protection from retaliation from the Informant or the Organization being reported. This protection may include the following measures:
    a. Physical protection either against himself/herself or his/her family.
    b. Protection of his/her property and his/her family against terror or retaliation.
    c. Administrative protection in the form of promotion delays, dismissal, exclusion in the workplace, infeasible transfers, including job security, etc.
    d. Legal protection, in the litigation process in the District Court, including the cost, and if necessary, including protection through the Witness and Victim Protection Agency (LPSK). - Whistleblower Protection/ BTN Annual Report 2020 Page 586
  1. BTN Annual Report FY 2020

   

Part D - Disclosure and Transparency

Part Parameter Company Practice 2021 Source Document
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?

As a listed State-Owned Enterprise Bank, the largest shareholder of the Company is the Republic of Indonesia amounting to 60% of the shares, which places the Republic of Indonesia as the controlling shareholder. Moreover, the State of the Republic of Indonesia also has 1 (one) sheet of Series A Dwiwarna Shares, which provides the holders privileges that are not granted to other shareholders and at the same time are the Controlling Shareholders. Beyond that, 40% of the Company’s shares are publicly owned.

Other than Republic of Indonesia, there is no shareholders that hold more than 5% shareholding as Desember 2020.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Shareholders Composition, Page 127.
  1. Bank BTN Annual Report FY 2020
  2. Share Ownership
D.1.2 Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?

BTN has disclosed the shareholdings of major and/or substantial shareholders in the Annual Report with the form of table and some information such as amount of shareholding, country, and status.  The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Information on The Top 20 Shareholders, Page 128
  1. Bank BTN Annual Report FY 2020
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?

BTN has disclosed the Board of Commissioners' and Board of Directors'  shareholding. The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Share Ownership by Management, Page 129
  1. Bank BTN Annual Report FY 2020
D.1.4 Does the company disclose the direct and indirect (deemed) shareholdings of senior management? BTN has disclosed the direct and indirect (deemed) shareholdings of senior management.
  1. Share Ownership Senior Management 2020
  2. Annual Report FY 2020 P.129
D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?

As of December 31, 2020, the Company does not have subsidiaries, associates, joint ventures and special purpose vehicle (SPV).

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Composition of Shareholders, BTN Annual Report Page 130
  1. Bank BTN Annual Report FY 2020





D.2 Quality of Annual Report


Does the company's annual report disclose the following items:

D.2.1 Corporate objectives

Bank Tabungan Negara has disclosed the corporate objectives.

The Strategic Plan is outlined in the Corporate Plan and Business Plan in accordance with the Bank’s Vision and Mission. The information is mentioned in:                                                  

  1. Bank Tabungan Negara Annual Report FY 2020, Bank Vision Mision, BTN Annual Report Page 82-84
  2. Bank Tabungan Negara Annual Report FY 2020,  Bank Strategic Plan (601-602) and Company Strategy, BTN Annual Report Page 168-171
  1. Bank BTN Annual Report FY 2020
D.2.2 Financial performance indicators

Bank Tabungan Negara has disclosed the financial performance indicators. The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Financial Highlight, BTN Annual Report Page 16
 
  1. Bank BTN Annual Report FY 2020
D.2.3 Non-financial performance indicators

Bank Tabungan Negara has disclosed the company non-financial performance indicators, such as Customer Satisfaction Index & Market Share. The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Market Share, BTN Annual Report 2020, Page 184-186
  2. Customer Satisfaction Survey, BTN Annual Report 2020 Page 662
  1. Bank BTN Annual Report FY 2020
D.2.4 Dividend policy

Bank BTN has disclosed dividend policy.

To approve the use of the 2017 net income of Rp3,027,466,149,252.00 as follows: a. Dividends of 20% or Rp605,493,229,850.40 stipulated as a Cash Dividend distributed to Shareholders to be paid under the following conditions:

  • In particular for Government dividends with 60% ownership of shares in the amount of IDR 363,295,937,910.24 to be deposited to the State General Cash Account Number: 502.000000980 at Bank Indonesia in the denomination of Rupiah
  • Granting the authority and power of attorney to the Board of Directors of the Company with substitution rights to determine the schedule and procedure for the distribution of the 2017 Financial Year dividends in accordance with applicable regulations. b. As much as 80% or Rp2,421,972,919,401.60 will be used as retained earnings.                       

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Devidend Policy and Distribution, BTN Annual Report 2020 Page290
  2. Dividend Pay Out Ratio
  1. Bank BTN Annual Report FY 2020
  2. Dividend Pay Out Ratio
D.2.5 Biographical details (at least age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of all directors/commissioners

Bank Tabungan Negara has disclosed the detail of biographical all Board of Directors & Board of Comissioners. The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Profile of The Board of Comissioners (Page 90-95),Profile of The Board of Directors (Page 94-101)
  1. Bank BTN Annual Report FY 2020
D.2.6 Attendance details of each director/commissioner in all directors/commissoners meetings held during the year

Bank Tabungan Negara has disclosed the attendance details of each director/commissioner in all directors/commissioner meetings throughout 2020. The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, Meeting of The Board of Comissioners (Page 378-391)
  2. Meeting of The Board of Directors (Page 410-457)
  1. Bank BTN Annual Report FY 2020
D.2.7 Total remuneration of each member of the board of directors/commissioners

The disclosure of total remuneration for the Board of Directors & Board of Commissioners in one year is grouped. The information is mentioned in:

  1. Bank Tabungan Annual Report FY 2020, The Board of Comissioners and Board of Directors Remuneration Structure for 2018, BTN Annual Report 2020 Page 530
  1. Bank BTN Annual Report FY 2020

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?

Bank Tabungan Negara has disclosed the information in a tabular form indicating each principle and guideline and commenting on if they have complied or not.

The company has provided:

  1. Table of Implementation of Aspects and Principles of Corporate Governance Open Based on OJK Provisions
  2. Table of Implementation of Corporate Governance in CGPI Award
  3. Table of Implementation of ASEAN Corporate Governance Scorecard (ACGS)

The information is mentioned in:

  1. Bank Tabungan Annual Report FY 2020, page 606-609 (OJK Provisions)
  2. Bank Tabungan Annual Report FY 2020, page 620-622 (CGPI Award)
  3. Bank Tabungan Annual Report FY 2020, page 622-625 (ACGS)








D.3. Disclosure of related party transactions (RPT)

D.3.1 Does the company disclose its policy covering the review and approval of material RPTs? The policy covering the review of material RPTs is disclosed in the Annual Report. However, there is no disclosure regarding approval of material RPTs.

The Annual Report states that review of transactions with related parties through a good audit process carried out by the auditor internal and external auditors to ensure fairness of transactions and conformity with accounting standards that are generally accepted in Indonesia, reporting of the above transaction has been audited by The auditor. One of the purposes for disclosing transactions related party is an effort to fulfill PSAK 7 (revised 2010) and the Capital Market and Institution Supervisory Agency Finance No. IX.E.1 concerning Affiliate Transactions and Conflict of Interest of Certain Transactions.
  1. Annual Report 2021  page_299-309
  2. Standard Operating Procedure of Credit Decision Process on Commercial Credit
  3. Flowchart of Credit Decision Process on Commercial Credit 
  4. Standard Operating Procedure of Credit Decision Process on Consumer Credit
  5. Flowchart of Credit Decision Process on Consumer Credit 
  6. Internal Policy of Related Party transaction
D.3.2 Does the company disclose the name, relationship, nature and value for each material RPTs? There is information pertaining the name, relationship, nature, and value for each material RPTs in the Annual Report. Annual Report 2020 page 292-299








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? Bank Tabungan Negara disclosed the Board of Commissioners' and Board of Directors' shareholding.
  1. Bank Tabungan Negara Annual Report FY 2020, page 129;
  2. BOD and BOC Share Ownership;
  3. BOD dan BOC Share Ownership (details)









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? The Company’s Public Accountants and Public Accounting Firms do not provide other services other than the scope of Audit Services (Financial Reports, PKBL, Compliance Reports and Internal Control and Performance Evaluation Reports) in 2020 so there is no information on other audit service fees.
Bank Tabungan Negara Annual Report FY 2020, 535-537
D.5.2 Does the non-audit fee exceed the audit fees? The Company’s Public Accountants and Public Accounting Firms do not provide other services other than the scope of Audit Services (Financial Reports, PKBL, Compliance Reports and Internal Control and Performance Evaluation Reports) in 2020 so there is no information on other audit service fees.
Bank Tabungan Negara Annual Report FY 2020, 535-537








D.6 Medium of communications


Does the company use the following modes of communication?

D.6.1 Quarterly reporting

Bank Tabungan Negara uses Quarterly Financial Report as medium of communication with the shareholders and stakeholders. Such quarterly reports may be downloaded on Bank Tabungan Negara Website

The information is mentioned in:

  1. Bank Tabungan Negara Website, Menu Investor Relations - The Company Report - Quarterly Report
  1. Quarterly Financials
  2. BBTN Q4 2020
  3. BBTN Q1 Tahun 2021
  4. BBTN Q2 Tahun 2021
  5. BBTN Q3 Tahun 2021

D.6.2 Company website

Bank Tabungan Negara uses Company Website as medium of communication.

The information is mentioned in:

  1. Bank Tabungan Negara Website, www.btn.co.id
Bank BTN Website
D.6.3 Analyst's briefing

Bank Tabungan Negara prepares Analyst's Meeting as a medium of communication. Such information may be accessed through Bank Tabungan Negara

The information is mentioned in:

  1. Bank Tabungan Negara Website, Menu Investor Relations - Company Presentations - Presentation

Corporate Presentation :

  1. Analyst Meeting per Maret 2020 Unaudited 
  2. Analyst Meeting per 30 Juni 2020 - Unaudited
  3. Analyst Meeting per September 2020 Unaudited

  4. Analyst Meeting per 31 Desember 2020 (Audited)

D.6.4 Media briefings /press conferences

Bank Tabungan Negara has conducted several Public Expose and Press Conference during 2020.
The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 569-578
  1. Bank BTN Annual Report FY 2020









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? Audited annual financial statement is released on 16 February 2021, within 120 days from 31 December 2020.

The information is mentioned in:
www.idx.co.id
  1. www.idx.co.id
  2. Advertisement Submission of  Information on Annual Financial Report
D.7.2 Is the annual report released within 120 days from the financial year end? Annual Report is released on 16 February 2021 through Indonesia Stock Exchange website, within 120 days from the 31 December 2020.

The information is mentioned in:
www.idx.co.id
  1. www.idx.co.id
  2. Submission Annual Report
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?

Board of Directors has affirmed the true and fairness/fair representation of the annual financial statement.

The information is mentioned in:

  1. Annual report FY 2020 Page 683
  1. Bank BTN Annual Report FY 2020








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)

Bank Tabungan Negara has disclosed the latest quarterly financial statement on its website.

The information is mentioned in:

  1. Bank Tabungan Negara Website, Menu Investor Relations - The Company Report - Quarterly Report
  1. Quarterly Financials
  2. BTN Q4 2020
  3. BBTN Q1 Tahun 2021
  4. BBTN Q2 Tahun 2021
  5. BBTN Q3 Tahun 2021

D.8.2 Materials provided in briefings to analysts and media

Bank Tabungan Negara has disclosed the materials provided in briefings to analysts and media on its website.

The information is mentioned in:

  1. Bank Tabungan Negara Website, Menu Investor Relations - Company Presentations - Presentation
  1. Corporate Presentation
D.8.3 Downloadable annual report

Bank Tabungan Negara website provides up-to-date downloadable annual report.

The information is mentioned in:

  1. Bank Tabungan Negara Website, Menu Investor Relations - The Company Report - Annual Report
  1. Bank BTN Annual Report FY 2020

D.8.4 Notice of AGM and/or EGM

Bank Tabungan Negara has disclosed notice of AGM and EGM on its website.

The information is mentioned in:

  1. Bank Tabungan Negara Website - Menu Investor Relations - GMS - Notice
  1.  Invitation AGMS 2021
D.8.5 Minutes of AGM and/or EGM

Bank Tabungan Negara has disclosed minutes of AGM and EGM on its website.

The information is mentioned in:

  1. Bank Tabungan Negara Website - Menu Investor Relations - GMS - Resolution of GMS
  1. Meeting Materials of AGMS 2020
D.8.6 Company's constitution (company's by-laws, memorandum and articles of association)

Bank Tabungan Negara has disclosed the company's articles of association on its website.

The information is mentioned in:

  1. Bank Tabungan Negara Website, Menu Investor Relation - Public Information - Corporate Governance Policy
  1. Articles of Association




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?

Bank Tabungan Negara has disclosed contact details of the officer/office responsible for investor relations on its website and annual report.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 569

Access to Company Data and Information - AR FY 2020 page 569
   

Part E - Responsibility of The Board

 

Part Parameter Company Practice 2021 Source Document
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?

Bank Tabungan Negara has disclosed its Governance Policy/Board Charter in the Annual Report and Company's Website.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - Page 355
  2. Board of Commissioners Manual
  3. Board of Director Manual
  4. Code of Conduct
  1. Bank Tabungan Negara Annual Report FY 2020
  2. Board of Commissioners Manual
  3. Board of Director Manual
  4. Code of Conduct
E.1.2 Are the types of decisions requiring board of directors/commissioners' approval disclosed ?

Bank BTN has internal policy regarding the types of decisions and actions taken by Board of directors requiring board of commissioners' approval.

The information is mentioned in:

  1. Board of Commissioners Manual, Chapter V, point E - The Board of Directors’ Acts that Require Approval of the Board of Commissioners, page 25-27 (Source: http://www.btn.co.id/-/media/User-Defined/Document/Tata-Kelola/eng/1-Organization-Structure-and-Management-Team/Board-of-Commissioner/Board-of-Commissioners-Manual--2017.pdf)
  2. Board of Director Manual, Chapter III, point J - The Board of Directors’ Acts that Requiring Approval of the Board of Commissioners, page 15-17 (Source: http://www.btn.co.id/-/media/User-Defined/Document/Tata-Kelola/eng/1-Organization-Structure-and-Management-Team/Board-of-Directors/Board-of-Directors-Manual-Bank-BTN-(2017).pdf )


  1. Board of Commissioners Manual
  2. Board of Director Manual
  3. Board of Directors Manual Bank Tabungan Negara page 15-17
E.1.3 Are the roles and responsibilities of the board of directors/commissioners clearly stated ?

The roles and responsibilities of the Board of Directors and Board of Commissioners are clearly stated in the Annual Report and Board Manual.

The information is mentioned in:

  1. For roles and responsibilities of Board of Directors- Bank Tabungan Negara Annual Report FY 2020 page 403-461
  2. For roles and responsibilities of Board of Commissioners- Bank Tabungan Negara Annual Report FY 2020 page 371-395
  3. Board of Directors Manual, page 11-14 (source:http://www.btn.co.id/-/media/User-Defined/Document/Tata-Kelola/eng/1-Organization-Structure-and-Management-Team/Board-of-Directors/Board-of-Directors-Manual-Bank-BTN-(2017).pdf ;  Board of Comissioners Manual, page 11-13 (source: http://www.btn.co.id/-/media/User-Defined/Document/Tata-Kelola/eng/1-Organization-Structure-and-Management-Team/Board-of-Commissioner/Board-of-Commissioners-Manual--2017.pdf)
  1. Bank Tabungan Negara Annual Report FY 2020
  2. Board of Commissioners Manual
  3. Board of Director Manual

Corporate Vision/Mission

E.1.4 Does the company have an updated vision and mission statement?

Bank Tabungan Negara vision and mission is stated on the Annual Report.

  1. Bank Tabungan Negara Annual Report FY 2020, page 82-84
Bank Tabungan Negara Annual Report FY 2020
E.1.5 Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually?

According to Annual Report 2020, it is known that the BoD plays a leading role in the process of developing and reviewing the company's strategy.
The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 601-602; Page 168-170

 

Bank Tabungan Negara Annual Report FY 2020
E.1.6 Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?

According to Annual Report 2020, it is known that:

  1. The progress of the Annual Work targets regarding the RKAP are monitored on a monthly basis by the Board of Directors through Performance Review meetings, and the Board of Commissioners supervise the progress through Joint Meetings of the Board of Commissioners and the Board of Directors scheduled once a month.
  2. From the monthly monitoring, the accomplishments are reviewed and evaluated, if it is deemed necessary to revise the managements Strategies and Work Plans, the Board of Directors submits a proposed revised RBB in the middle of the Financial Year to the Board of Commissioners for approval.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 601-602
  2. Bank Tabungan Negara Annual Report FY 2020, page 410-457 The Board Director Meetings
  3. Bank Tabungan Negara Annual Report FY 2020, page 458-459 The Board of Directors’ Key Performance Indicators (KPI)
  4. Bank Tabungan Negara Annual Report FY 2020, page 460 The Board of Directors’ Work Plan


Bank Tabungan Negara Annual Report FY 2020








E.2 Board structure


Code of Ethics or Conduct

E.2.1 Are the details of the code of ethics or conduct disclosed?

Bank Tabungan Negara discloses Code of Conduct in company's website.
The information is mentioned in:

  1. Bank Tabungan Negara Website - Code of Conduct
  2. Bank Tabungan Negara Annual Report FY 2020, page 580-582




Code of Conduct

E.2.2 Are all directors/commissioners, senior management and employees required to comply with the code/s? According to Annual Report 2020, it is known that the Code of Conduct applies to all Management (Board of Commissioners, Board of Directors) and Employees in implementing all of the Company’s business activities and interactions between the Board of Commissioners, Board of Directors and Employees with all Stakeholders.

The enactment statement of the Code of Conduct for all levels of the organization is formally documented through the Regulation of the Board of Directors No. 16/PD/CMPD/2015 December 31, 2015 concerning the Guidelines for Business Ethics and Behavior. The Company compels the signing of Code of Conduct statement, which is labelled the “Integrity Pact” by all the Company’s personnel to be fully exercised.

Bank Tabungan Negara Annual Report FY 2020, page 580-582

E.2.3 Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?

Bank Tabungan Negara has process to implement and monitor compliance with the code of conduct.

Throughout 2020, the efforts made by the Company in implementing and enforcing the Code of Conduct included the following:

  1. Signing of the “Integrity Pact” by all employees according to the Code of Conduct values;
  2. Dissemination of the Code of Conduct and Gratification Control through Anti-Fraud activities;
  3. Collaborating with the Corruption Eradication Commission in order to disseminate the Gratuity Control program and the Code of Conduct;
  4. Manage reports regarding the receipt of Gratification from all Work Units and make a report to the KPK according to the provisions;
  5. Submission of a Declaration of Commitment Letter regarding Gratuity Control in the Head Office and Branch Office with the Stakeholders;
  6. Use of PIN “Refuse Gratuity” by every member of the Company;
  7. Formation of micro learning regarding Gratification Control programs through the Company’s Smartshare media;
  8. Implement the Whistle-Blowing System (WBS);
  9. Punishment/Sanctions for employees who violate Business Ethics.

Bank Tabungan Negara Annual Report FY 2020, page 580-582



Board Structure & Composition

E.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners?

The auditors seeking appointment/re-appointment is not clearly identified in the Notice (Invitation) of AGMS 2021.

The information is mentioned in:

  1. Bank BTN AGMS 2021 Invitation
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)
  2. Meeting materials of AGMS 2021
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Bahan-Materi-Mata-Acara-RUPST--2021.pdf)

  1. Bank BTN AGMS 2021 Invitation;
  2. Meeting materials of AGMS 2021
E.2.5 Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/ commissioners?

Proxy documents are easily available based on the Bank BTN AGMS 2021 Invitation. As the AGMS 2021 Invitation stated that the power of attorney form available at the Company’s Share Registrar PT Datindo Entrycom, Jl. Hayam Wuruk No. 28, 2nd floor, Jakarta 10120, Telp. (021) 350 8077 Fax. (021) 350 8078, on working days starting from the date of the invitation to the Meeting. In addition, the forms of power of attorney is also easily accessible and downloadable from the company website.

The information is mentioned in:

  1. Bank BTN AGMS 2021 Invitation
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2021/Pemanggilan-RUPST-Jak-Post.pdf)
  2. Power of Attorney
    (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/ind/RUPS/2021/Surat-Kuasa-Menghadiri-RUPST-2021.pdf) &

  1. Bank BTN AGMS 2021 Invitation;
  2. Power of Attorney to Attend AGMS 2021


1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011

E.2.6 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously?

The concurrent positions of the Board of Commissioners are governed by the Board of Commissioners Charter, where members of the Board of Commissioners can only hold concurrent positions as Members of the Board of Commissioners, Directors or Officials in 1 (one) nonfinancial institution/company and Board of Commissioners, Board of Directors or Executive Officers who perform the supervisory function in 1 (one) non-Bank subsidiary company controlled by the Company.

Board of Commisioners Manual:
A member of Board of Commissioners shall not concurrently hold any of the following offices:
a. Member of Board of Directors of any State Owned Enterprise, Local Government Owned Enterprise, or Private Enterprise.
b. Management of any political party and/or candidate/member of the House of Representatives, Regional Representative Council, Provincial House of Representatives, Municipal/Regental House of Representatives and/or candidate of governor/mayor/regent or vice governor/mayor/regent.
c. Any other positions pursuant to the laws and regulations; and/or
d. Any other positions that may result in a conflict of interest.

Board of Directors Manual:
A member of the Board of Directors shall not concurrently hold a position as:
a. Member of Board of Directors in any SOE, Local Government Owned Enterprise, private owned enterprise;
b. Member of Board of Commissioners/Supervisory Board in any SOE;
c. Any other structural and functional positions in any central and/or local government institution/body; d. Management of any political party, member of the house of representative and/or governor/mayor/regent or vice governor/mayor/regent; and/or member candidate of the house of representative and/or governor/mayor/regent candidate or vice governor/mayor/regent candidate;
e. Any other positions pursuant to the laws and regulations and any other positions that may result in a conflict of interest.


The information is mentioned in:

  1. Concurrent Position of BOC (Bank Tabungan Negara Annual Report FY 2020 - Page 375-376); Concurrent Position of BOD (Bank Tabungan Negara Annual Report FY 2020 – Page 409);
  2. Board of Commissioners Manual, page 8 (https://www.btn.co.id/-/media/User-Defined/Document/Tata-Kelola/ind/1-Struktur-Organisasi-dan-Manajemen/Dewan-Komisaris/Piagam-Dewan-Komisaris/Pedoman-tata-tertib-kerja-dewan-komisaris.pdf)
  3. Board of Directors Manual, page 7 (source: https://www.btn.co.id/-/media/User-Defined/Document/Tata-Kelola/eng/1-Organization-Structure-and-Management-Team/Board-of-Directors/Board-of-Directors-Manual-Bank-BTN-(2017).pdf)


  1. Bank Tabungan Negara Annual Report FY 2020 - page 375-376
  2. Bank Tabungan Negara Annual Report FY 2020 - page 409
  3. BOC Manual P.46-47
  4. BOD Charter P.7-8

E.2.7 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? None of Directors of Bank Tabungan Negara having double positions at the other Public Companies.
Bank Tabungan Negara Annual Report FY 2020 - page 408-409

Nominating Committee

E.2.8 Does the company have a Nominating Committee?

Bank Tabungan Negara has a Remuneration and Nomination Committee. The Remuneration and Nomination Committee was established by the Board of Commissioners and reports directly to the Board of Commissioners in supporting the functions and duties of the Board of Commissioners in relation to the Remuneration and Nomination of the members of the Board of Commissioners. The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - Page 473-477
Annual Report of BTN FY 2020
E.2.9 Is the Nominating Committee comprised of a majority of independent directors/commissioners?

Based on the company website, more than 50% of the Nomination Committee are independent commissioners.

  1. Chandra Hamzah (Independent Commissioner, chairman)
  2. Iqbal Latanro ( Independent Commissioner, Vice Chairman)
  3. Ahdi Jumhari Luddin (Independent Commissioner, member)
  4. Armand B. Arief (Independent Commissioner, member)
  5. Andin Hadiyanto ( Commissioner, member)
  6. I Nengah Rentaya (Member)
  7. Abdul Firman
    (Member ex-officio)

The information is mentioned in:

  1. Company Website, Remuneration and Nomination Committee (source: https://www.btn.co.id/Governance/Good Corporate Governance/Remuneration and Nomination Committee)

https://www.btn.co.id/Tata-Kelola
» Governance » Good Corporate Governance » Remuneration and Nomination Committee

E.2.10 Is the chairman of the Nominating Committee an independent director/commissioner?

The chairman of Remuneration and Nomination Committee is an independent commissioner.
The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - Page 475
Annual Report of BTN FY 2020
E.2.11 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee?

In carrying out its duties and responsibilities the Remuneration and Nomination Committee referred to the Remuneration and Nomination Committee Charter based on the Decree of the Board of Commissioners No. 03/DEKOM-BTN/XII/2019 dated November 19, 2019.

The Remuneration and Nomination Committee Charter aimed to make the Committee work more optimally so that the implementation of recommendations on remuneration and nomination of members of the Board of Commissioners, members of the Board of Directors, Executive Officers and Employees and Human Capital policies as a whole in accordance with the principles of Good Corporate Governance. The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - Page 475
  1. Annual Report of BTN FY 2020
  2. Bank Tabungan Negara Remuneration and Nomination Committee Charter;
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?

In 2020, the Remuneration and Nomination Committee held 17 (seventeen) times meetings, and 6 of them were focussed on Nomination, and attended by at least 51% (fifty one percent) of the total members including the Independent Commissioners and Independent Parties presented based on the Term of Office of the members of the Remuneration and Nomination Committee.bThe information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - Page 479-481
Annual Report of BTN FY 2020

Remuneration Committee/ Compensation Committee

E.2.13 Does the company have a Remuneration Committee?

Bank Tabungan Negara has a Remuneration and Nomination Committee. The Remuneration and Nomination Committee was established by the Board of Commissioners and reports directly to the Board of Commissioners in supporting the functions and duties of the Board of Commissioners in relation to the Remuneration and Nomination of the members of the  Board of Commissioners.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2018 - Page 473-477
Annual Report of BTN FY 2020
E.2.14 Is the Remuneration Committee comprised of a majority of independent directors/commissioners?

Based on the company website, more than 50% of the Nomination Committee are independent commissioners.

  1. Chandra Hamzah (Independent Commissioner, chairman)
  2. Iqbal Latanro ( Independent Commissioner, Vice Chairman)
  3. Ahdi Jumhari Luddin (Independent Commissioner, member)
  4. Armand B. Arief (Independent Commissioner, member)
  5. Andin Hadiyanto ( Commissioner, member)
  6. I Nengah Rentaya (Member)
  7. Abdul Firman
    (Member ex-officio)

The information is mentioned in:

  1. Company Website, Remuneration and Nomination Committee (source: https://www.btn.co.id/Governance/Good Corporate Governance/Remuneration and Nomination Committee)

https://www.btn.co.id/Tata-Kelola
» Governance » Good Corporate Governance » Remuneration and Nomination Committee


E.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner?

The chairman of Remuneration and Nomination Committee is an independent commissioner.
The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - Page 475
Annual Report of BTN FY 2020
E.2.16 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee?

In carrying out its duties and responsibilities the Remuneration and Nomination Committee referred to the Remuneration and Nomination Committee Charter based on the Decree of the Board of Commissioners No. 03/DEKOM-BTN/XII/2019 dated November 19, 2019. The Remuneration and Nomination Committee Charter aimed to make the Committee work more optimally so that the implementation of recommendations on remuneration and nomination of members of the
Board of Commissioners, members of the Board of Directors, Executive Officers and Employees and Human Capital policies as a whole in accordance with the principles of Good Corporate Governance.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - Page 475

Annual Report of BTN FY 2020

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?

In 2020, the Remuneration and Nomination Committee held 17 (seventeen) times meetings, and 11 of them were focussed on Remuneration, and attended by at least 51% (fifty one percent) of the total members including the Independent Commissioners and Independent Parties presented based on the Term of Office of the members of the Remuneration and Nomination Committee.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - Page 479-481
Annual Report of BTN FY 2020

Audit Committee

E.2.18 Does the company have an Audit Committee?

BTN has Audit Committee which responsible to support the Board of Commissioners in carrying out its supervisory functions, including monitoring and evaluating the implementation of the internal control system, assessing the implementation of activities and results of audits carried out by the Internal Audit Unit and external auditors, reviewing financial information to be issued by the Company, and reviewing the compliance against the provisions relating to
Company activities.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020,  page 464-473
Annual Report of BTN FY 2020
E.2.19 Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?

Based on Annual Report, more than 50% of the Audit Committee are the Independent Commissioners or external members that satisfy independent criteria.
 

The information is mentioned in:

  1. https://www.btn.co.id/Governance/Good Corporate Governance/Audit Committee
Bank Tabungan Negara Audit Committee  
E.2.20 Is the chairman of the Audit Committee an independent director/commissioner?

The Chairman of BTN's Audit Committee is Mr. Ahdi Jumhari Luddin, Independent Commissioner of the Bank.

The information is mentioned in:

  1. Bank Tabungan Negara Annual GCG Report FY 2020, page 466
Annual Report of BTN FY 2020
E.2.21 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee?

The Audit Committee’s Work Guidelines refers to the Audit Committee Charter where the Audit Committee Charter is compiled based on the applicable laws and regulations and is regularly reviewed and has been ratified based on the Board of Commissioners Decre.

The information is mentioned in:

  1. Bank Tabungan Negara Annual GCG Report FY 2020 - Page 465-466
  2. Audit Committee Charter (source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/Corporate-Governance-Policy/Audit-Committee-Charter.pdf)
Annual Report of BTN FY 2020
E.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?

Some members of BTN's Audit Committee have experience and/or qualification in accounting. 

The information is mentioned in:

  1. Bank Tabungan Negara Annual GCG Report FY 2020 - page 468
Annual Report of BTN FY 2020
E.2.23 Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year?

In 2020, Audit Committee has 23 (Twenty Three) meetings. Total meeting, attendance of the meeting and the implementation of Audit Committee function in 2020 are disclosed in 2020 Annual Report.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 470-471
Annual Report of BTN FY 2020
E.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?

BTN's Audit Committee Charter stated that Audit Committee responsible to review and provide the recommendation to BOC on the appointment of Public Accountant whom will audit Bank's financial report.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - page 470-473. The Audit Committee has responsibility for recommendation on the appointment, and removal of the external auditor. "Providing recommendations to the Board of Commissioners regarding the appointment, re-appointment, and discharge of the Public Accountant based on independency, scope of the assignment, and audit fee.
  2. Bank Tabungan Negara Annual Report FY 2020- Page 464-465
Audit Committee Charter








E.3 Board Processes


Board meetings and attendance

E.3.1 Are the board of directors meeting scheduled before the start of financial year?
  1. Board of Commissioners Meetings Plan in 2020
  2. Board of Directors Meeting Plan in 2020

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020 - page 379 and page 410

Annual Report of BTN FY 2020
E.3.2 Does the board of directors/commissioners meet at least six times during the year?
  1. Throughout 2020, the Board of Commissioners has held 49 (forty-nine) Internal Meetings of the Board of
    Commissioners (Annual Report of BTN FY 2020, page 379-386)
  2. Throughout 2020, the Board of Directors held 227 Board of Directors Internal Meetings (Annual Report of BTN FY 2020, page 411-456)
Annual Report of BTN FY 2020
E.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?
  1. Board of Directors Level of Attendance at the Meeting over 75% (Bank Tabungan Negara Annual Report FY 2020, page 456)
  2. Board of Comissioners Level of Attendance at the Meeting (Bank Tabungan Negara Annual Report FY 2020, page 391)   

Annual Report of BTN FY 2020
E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions?

It has disclosed in Annual Report of BTN FY 2020, page 410.  

  1. The mechanism of decision making in a Scheduled  meeting of the Board of Directors must be attended by a minimum of 2/3 (two-thirds) of the total members of the Board of Directors (Board Manual Update Page 9)
  2. The mechanism of decision making in a Scheduled  meeting of the Board of Comissioners must be attended by a minimum of 2/3 (two-thirds) of the total members of the Board of Comissioners  (Board Manual Update Page 6)
    (source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/Corporate-Governance-Policy/Board-Manual-Update.pdf)
Board Manual (Update) of Board of Directors and Board of Comissioners Bank BTN
E.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? The Board of Commissioners has conducted 49 internal meetings.
Annual Report of BTN FY 2020

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?

BTN has disclosed its internal policy regarding the submission of the meeting material to the board in advance of the board meeting.
2.9.7a. Material of the meeting as referred to point 2.9.5. shall be submitted to the Secretary of the Board of Commissioners no later than 5 (five) working days before the meeting is held. 3.6.7a. The meeting material as mentioned in item 3.6.7 shall be submitted to the Corporate Secretary no later than 5 (five) working days before the meeting is held.

The information is mentioned in:

  1. Board Manual Bank Tabungan Negara - Page 6 & 9 (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/Corporate-Governance-Policy/Board-Manual-Update.pdf)
BTN website
E.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities?

Through Corporate Secretary, BOD and BOC can access the information needed, such as material of BOD and/or BOC meeting, new regulations on capital market and GCG issued by the regulators, which may help and support the implementation of duties and responsibilities of BOC and BOD.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 491-494
Annual Report of BTN FY 2020
E.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?

In addition, every year the Corporate Secretary actively joints various trainings, seminars and workshops with the topics relevant to her functions, so as to keep updated with the latest development and to support her function as Corporate Secretary.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020,  page 159 and page 492-494
Annual Report of BTN FY 2020

Board Appointments and Re-Election

E.3.9 Does the company disclose the criteria used in selecting new directors/commissioners?

Bank Tabungan Negara has disclosed the criteria used in selecting new members of Board of Directors/Board of Commisioners in Board Manual and in Annual Report of BTN FY 2020, page 373-374 and page 404-405.

Bank Tabungan Negara has disclosed the criteria used in selecting new members of Board of Directors /Board of Commissioners in Board Manual.

The information is mentioned in:

  1. Bank BTN Board Manual Page 22 & Page 79 (Source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/Corporate-Governance-Policy/Board-Manual.pdf)
Annual Report of BTN FY 2020
E.3.10 Did the company describe the process followed in appointing new directors/commissioners?

BTN has disclosed process for appointment of Board of Directors and Board of Commissioners in the Annual Report. BTN has described the process of appointing new directors as follows:

Prospecting Process of Prospective Directors:

  1. Based on the TMS result, HMCD shall propose the prospective Director to the Board of Directors.
  2. Directors submit the prospective Director proposal to the Board of Commissioners
  3. The Board of Commissioners through the Remuneration and Nomination Committee (KRN) discuss the proposed prospective Directors.
  4. KRN recommends the prospective Director to the Board of Commissioners.

Selection/Testing Process :

  1. Prospective Directors will be evaluated for Formal Requirements and other requirements and undergo a Fit and Proper Test (UKK) by the Ministry of State-Owned Enterprises.
  2. The Deputy/Technical Deputy of the Ministry of State-Owned Enterprises evaluate the Formal Requirements and Other Requirements.
  3. Professional institutions or the Ministry of State-Owned Enterprises conduct Fit and Proper Test.
  4. Evaluation of the prospective candidates to be submitted at the GMS is undertaken by the Ministry of StateOwned Enterprises Ministry Team involving the Chair of the KRN, or if the Chairperson of the KRN is unable, the Chairperson will be replaced by an Independent Commissioner from the KRN.
  5. Candidates fulfilling the Formal Requirements and Other Requirements and having passed the Fit and Proper Test are formally designated as candidates for the Board of Directors. 

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 483-484

Annual Report of BTN FY 2020
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?

On its Board Manual, Bank Tabungan Negara stated that the term of office of members of the Board of Directors shall be 5 (five) years and may be reappointed for another term of office. Annual Report Members of the Board of Commissioners are appointed for the period commencing from the date determined by the GMS that appoints them and ends at the closing of the 5th (fifth) Annual GMS after the date of appointment, provided that the tenures do not exceed 5 (five) years, with due observance of all regulations and legislation in the Capital Market, but without prejudice for the right of the GMS to at any time be able to dismiss members of the Board of Commissioners before their Term of Office ends.

At end of tenure, members of the Board of Commissioners may be re-appointed by the GMS for another term of office. The Board of Directors members are appointed for a term of office from the close of the GMS or other date stipulated by the GMS appointing the Board of Directors until the close of the 5th Annual GMS after the date of appointment, provided that the term is not more than 5 (five) years, with due observance legislation including the prevailing regulations in the Capital Market, without prejudice to the rights of the GMS to terminate the Board of Directors members at any time. 

The information is mentioned in:

  1. Board of Directors Manual Bank 2017 - page 9
  2. Bank Tabungan Negara Annual Report FY 2019, page 372-373 (BOC)
  3. Bank Tabungan Negara Annual Report FY 2019, page 404-405 (BOD)

1. Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16, section 4, stated that The term of office of a member of the Board of Directors shall be 5 (five) years and may be re-appointed for 1 (one) term of office.

2. Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28, section 3, stated that The term of office of a member of the Board of Commissioners shall be 5 (five) years and may be re-appointed for 1 (one) term of office.

3. Board Manual Page 113


2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011


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? It has disclosed in Annual Report of BTN FY 2020, page 528-531, The remuneration policy for members of BOD including the Bank’s financial stability, the creation of Risk Management, Short-Term and Long-Term Liquidity requirements and future Revenue potential. The remuneration for members of BOD was approved by Shareholders through AGMS.
Annual Report of BTN FY 2020
E.3.13 Is there disclosure of the fee structure for non-executive directors/commissioners?

It has disclosed in Annual Report of BTN FY 2020, page 526-535.The BOD/BOC remuneration structure consists of Remuneration Package and Other Benefits received.

The Remuneration Structure that denotes the types and/or (1) Short-term consists of Salary, Allowances (holiday, transportation), Amenities (health, legal aid), and Performance Bonus, and (2) Long-term and/or post-employment consists of Full Insurance based on Position and may be awarded in the form of additional longterm
rewards (long-termincentives/LTI). The remuneration for members of BOD/BOC was approved by Shareholders through AGMS.

Annual Report of BTN FY 2020
E.3.14 Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?

The Shareholders approved remuneration for Board of Directors and Board of Commissioners as included in :

  1. Bank BTN 2020 Resolutions of AGMS – Third Agenda Bank BTN 2020 Meeting Materials of AGMS – Third Agenda. The remuneration for members of BOD was approved by Shareholders through AGMS.
    (source: https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2020-Resolutions-of-AGMS.pdf

    https://www.btn.co.id/-/media/User-Defined/Document/Hubungan-Investor/eng/AGMS/2020/Meeting-Materials-of-AGMS-2020.pdf)
  1. Bank BTN 2020 Resolutions of AGMS                                                
  2. Bank BTN 2020 Meeting Materials of AGMS
E.3.15 Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses?

The Company may postpone the variable Remuneration payment that is suspended (Malus) or retract the variable Remuneration payment, which has already been paid (Claw back) to an officer that has been categorized as a Material Risk Taker (MRT), with the following provisions: 1. Loss or damage to the Company’s reputation 2. Employee’s involvement directly or indirectly related to the act or transaction conducted.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 527-528
Annual Report of BTN FY 2020

Internal Audit

E.3.16 Does the company have a separate internal audit function? It has disclosed in Annual Report of BTN FY 2018, page 494-501. BTN established Internal Audit function as an independent unit. The Internal Audit Function is implemented by the Internal Audit Division (IAD), one of which is by objectively evaluating Risk-Based Audits and consulting services, especially those that involve improving and refining Risk Management, Internal Control and Governance Processes.
Annual Report of BTN FY 2020
E.3.17 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Bank Tabungan Negara identified its Head of Internal Audit. The position is held by Hertanta , 55 Years Old, Indonesian citizen. It has disclosed in Annual Report of BTN FY 2020, page 495.
Annual Report of BTN FY 2020
E.3.18 Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

It has disclosed in Annual Report of BTN FY 2020, page 472. The appointment and removal of the internal auditor of BTN (The Head of SKAI) require the recommendation of the Audit Committee.

The parties involved in the appointment or dismissal of the Head of the Company’s Internal Audit are the Managing Director, the Board of Commissioners and the Financial Services Authority as regulators.

The procedures as follows:

  1. The President Director conducts a Fit and Proper Test for candidates of the Head of the Internal Audit Work Unit.
  2. The President Director submits an application for the approval of the appointment/dismissal of the Head of the Internal Audit Unit to the Board of Commissioners.
  3. The Board of Commissioners then either approves or does not approve the appointment/dismissal of the Head of the Internal Audit Unit.
  4. The Board of Commissioners and the Board of Directors submit reports regarding the appointment/dismissal of the Heads of the Internal Audit Unit to the Financial Services Authority as regulators.    

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report GCG FY 2020 page 495-496
Annual Report of BTN FY 2020

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? BTN has Risk Management Framework and Internal Control System periodically reviewed. It has disclosed in Annual Report of BTN FY 2020, page 539-552 and page 553-556. Annual Report of BTN FY 2020
E.3.20 Does the Annual Report/Annual CG 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?

It has disclosed in Annual Report of BTN FY 2020, page  461 and page 484-490 that BOD and BOC has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems.

Risk Management Policy Manual (PKMR) reviews have been carried out periodically at least once a year by the Board of Commissioners and the Board of Directors by refining risk management policy guidelines.

Annual Report of BTN FY 2020
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)? It has disclosed in Annual Report of BTN FY 2020, page 545-551 that there are 8 (eight) key risk managed by the Bank, i.e Credit Risk, Market Risk, Liquidity Risk, Operational Risk, Legal Risk, Strategic Risk, Compliance Risk, and Reputation Risk. Annual Report of BTN FY 2020
E.3.22 Does the Annual Report/Annual CG 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? There is a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems.

It has disclosed in Annual Report of BTN FY 2020, page 58-59, that states "We, the undersigned below, declare that all information in the 2018 Annual Report of PT Bank Tabungan Negara (Persero) Tbk has been completely disclosed and we are fully accountable for the truthfulness of its content. We also declare that the Company Risk Management and Internal Control System is adequate. This statement is made truthfully."
Annual Report of BTN FY 2020




E.4 People on the Board


Board Chairman

E.4.1 Do different persons assume the roles of chairman and CEO? The profile of President Commissioner and President Director can be accessed through Bank's website (BOC Profile & BOD Profile) & Annual Report of BTN FY 2020, page 85-90 and page 94-101.
Annual Report of BTN FY 2020
E.4.2 Is the chairman an independent director/commissioner? It has disclosed in Annual Report of BTN FY 2020, page 85. President Commissioner of BTN has no affiliate relationship with other members of BOC and BOD members.
In order to ensure the independency of BOC in conducting its function, 50% of total BOC members consist of Independent Commissioners.
Annual Report of BTN FY 2020
E.4.3 Is any of the directors a former CEO of the company in the past 2 years? There is no member of BOC whom was a former President Director of the Bank in the past 2 years. It has disclosed in Annual Report of BTN FY 2020, page 85. Annual Report of BTN FY 2020
E.4.4 Are the roles and responsibilities of the chairman disclosed? The roles and responsibilities of the chairman was disclose Annual Report of BTN FY 2020, page 371. Annual Report of BTN FY 2020

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? N/A


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? 11 (eleven) out of 14 (fourteen) BOC and BOD have prior working experience in the major sector that the company is operating in. It has disclosed in Annual Report of BTN FY 2020, page 593-594.
Annual Report of BTN FY 2020








E.5 Board Performance


Directors Development

E.5.1 Does the company have orientation programmes for new directors/commissioners?

BTN has orientation programs for new directors/commissioners so that can work together as a solid team, despite their different backgrounds.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 350 (Board of Commissioner)
  2. Bank Tabungan Negara Annual Report FY 2020, page 407  (Board of Directors)

Annual Report of BTN FY 2020

E.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?

BTN provides an opportunity for the Board of Directors to attend education/training/ workshops/seminars/sertifications, both inside the country and abroad, in order to increase knowledge regarding banking and the latest developments related to finance and other fields that support the implementation of duties and responsibilities.

The information is mentioned in:

  1. Board of Commissioners Competency Development;
  2. Board of Directors Competency Development;

 


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?

Bank Tabungan Negara disclosed the process of the Boards of Directors Succession Policy. BTN through the Human Capital Management Division instigates a Talent Management System (TMS) to conduct a Fit and Proper Test in order to groom potential cadres of employees as prospective Directors under several programs. The succession policy of the directors refers to the Policy Direction and Strategy of the Ministry of BUMN in the field of Human Resources.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 483-484


Annual Report of BTN FY 2020

E.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?

The performance appraisal of the Board of Directors is determined based on the duties and responsibilities of the Board of Directors, which are listed in the Board of Directors Charter, Charter and Mandate of Shareholders as outlined in the criteria for performance assessment of the Board of Directors and each individual Director, then the report performance appraisal of the Board of Directors and each member of the Board of Directors are evaluated by the Board of Commissioners to be submitted to the Shareholders. The performance evaluation of the Board of Directors is performed at the GMS. Moreover, throughout 2020, the Board of Commissioners who have performed the duties of supervision of the Company have assessed that the Board of Directors performed the management of the Company very well and in line with the Vision, Mission and objectives of the Company.

The information is mentioned in:

  1. Assessment of Board of Directors Performance

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?

Bank BTN has conducted and annual performance assessment of the board of directors as well as commissioners and the criteria as follows:
Board of Commissioners Performance Assessment Criteria:
The implementation of the performance evaluation of the Board of Commissioners shall be based on the assessment criteria related to the implementation of the Board of Commissioners’ functions in conducting supervision and advising the Board of Directors on behalf of the Company and the shareholders, in particular, the interested parties in general, which will be evaluated by the shareholders. The assessment is based on the evaluation criteria of the duties and responsibilities of the Board of Commissioners in the implementation of the GCG Self-Assessment as stipulated in the Financial Services Authority Circular No. 13/SEOJK.03/2017 dated March 17, 2017 concerning the Implementation of Governance for Commercial Banks.

Board of Directors  Performance Assessment Criteria:

  1. The Board of Directors’ Key Performance Indicators (KPI)
  2. The Board of Directors’ Work Plan
  3. The Board of Directors’ GCG Assessment
  1. Assessment of Board of Directors Performance
  2. Assessment of Board of Commissioners Performance

 


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?

The Annual General Meeting of Shareholders is a forum where the Board of Directors reports and accounts for the Company’s performance to shareholders based on Managements Performance Contracts, i.e. to evaluate the performance of the Board of Directors individually and the performance of each committee as a supporting body of the Board of Directors.

General Policy regarding the performance evaluation of the Board of Directors refers to the Board of Directors Charter. The performance evaluation of the Board of Directors is performed based on the benchmarks for evaluating the performance of each member of the Board of Directors.

The result of the evaluation regarding the Board of Directors’ collective performance and individual performance of each member of the Board of Directors, which is an integral part of the compensation scheme and provision of incentives for the members of the Board of Directors.

  1. Assessment of Board of Directors Performance
  2. Assessment of Board of Commissioners Performance


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?

In 2020, the Board of Commissioners assessed the effectiveness of the performance of committees under the Board of Commissioners. The Board of Commissioners considers that throughout the Fiscal Year, the committees have effectively performed their duties and responsibilities well based on the achievements as reflected in the Key Performance Indicators (KPI) of each committee. The basis for performance assessment include :
(1) the Committee report of realization of duties implementation in accordance to their respective responsibilities,
(2) the recommendations given and
(3) the frequency of meetings held by the Committee so that they can assist the supervisory function and provide advice of the Board of Commissioners.

  1. The information is mentioned in:
    Bank Tabungan Negara Annual Report FY 2020,
    page 490 (Brief Report of Risk Monitoring Committee)
  2. Bank Tabungan Negara Annual Report FY 2020, page 481 (Brief Report on the Implementation of Remuneration and Nomination Committee)
  3. Bank Tabungan Negara Annual Report FY 2020, page 472 (Brief Report on The Implementation of The Audit Committe)
  4. Bank Tabungan Negara Annual Report FY 2020, page 394.
Annual Report of BTN FY 2020
   

Bonus - Level 2 Bonus Item

Part Parameter Company Practice 2021
Source Document
Level 2 - Bonus Items









(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 practice secure electronic voting in absentia at the general meetings of shareholders? Voting is performed by vote cards and electronic counting..
Annual Report 2020 page 357
Bank BTN Annual Report FY 2020








(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?

Bank Tabungan Negara provide less than 28 days notice for AGMS 2020.

Invitation for AGMS 2020: Februari 19, 2020.  Performance of AGMS 2020: March 12, 2020.
Based on the aforementioned information, notice for AGMS was made more less 28 calendar days before performance of AGMS.

The information is mentioned in:

  1. Annual Report 2020 page 358
Announcement of AGMS 2021

Invitation of AGMS 2021






(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)?

Bank Tabungan Negara adopts GRI as its framework for sustainability reporting.

The information is mentioned in:

  1. Sustainability Report Bank BTN FY 2020


Sustainability Report of Bank BTN FY 2020




(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? Bank BTN has published Financial Statement Year 2020 on Februari 16th, 2021 Annual Financial Statement Q4 FY 2020
(B)D.1.2 Does the company disclose details of remuneration of the CEO?

The disclosure of total remuneration for the Board of Directors and Board of Commissioners in one year is grouped.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 526-533
Bank BTN Annual Report FY 2020




(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?

Bank BTN doesn't has independent female commissioner.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 374
Bank BTN Annual Report FY 2020
(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?

Bank BTN has a policy for implementing board of directors and board of commissioners diversity.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 593-594
Bank BTN Annual Report FY 2020
(B)E.2 Board Structure

(B)E.2.1 Is the Nominating Committee comprise entirely of independent directors/commissioners?

Remuneration and Nomination Committee have 3 out of 6 members are independent commissioners, 1 member is non independent commissioner; 1 member Committee and 1 member is ex officio Human Capital Management Division Head. 

Pursuant to Financial Services Authority Regulation (POJK)No. 55/POJK.03/2016 Article 44 paragraph (1) stating that the Remuneration and Nomination Committee as stated in Article 34 paragraph (1) letter (c) must consist of at least:

  1. 1 (one) Independent Commissioner;
  2. 1 (one) Non Independent Commissioner; and
  3. 1 (one) executive officer (Ex officio) in charge of Human Capital Unit or 1 (one) employee representative.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 475
  1. Bank BTN Annual Report FY 2020
  2. Annual Report 2020 P.475 and POJK 55/2016

 

(B)E.2.2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions?

Based on the talent mapping program, the Company then implements a succession planning program. The Company establishes a policy and mechanism for filling strategic positions (through to the top management level) that play a key role in being able to align the Company’s strategic goals in a way that is aligned with the Company’s strategic directions so that the Bank’s Vision and Mission can be realized. In addition, Talent Mapping by the Company’s management is a key consideration for the Remuneration and Nomination Committee for the selection of candidates for the Board of Directors that are aligned with their competency demands to realize the strategic objectives set forth by the Company.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 479-484


Bank BTN Annual Report FY 2020
(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?

Referring to the provisions of Permen No.PER-03 / MBU / 02/2015, Bank BTN hired Appraisal Service Companies for selecting Candidates for the Board of Commissioners and the Board of Directors. In 2020, Bank BTN is working with the Company Assessment Service of PT Daya Dimensi Indonesia (PT DDI) to conduct assessment against candidates for the Board of Commissioners and Board of Directors.

The information is mention in :                                                                                      

  1. Nomination Process of BOD and BOC Bank BTN
Nomination Process of BOD and BOC of Bank BTN
(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?

4 (Four) of the total number of Commissioners of the 7 (seven) are Independent Commissioners. The Company has fulfilled more than 50% minimum composition requirement of Independent Commissioners as set forth by the Financial Services Authority Regulation No.55/POJK.03/2016 concerning the Implementation of Governance for Commercial Banks.

The information is mentioned in:
Company website (source: https://www.btn.co.id/About BTN/Leadership/Board of Commissioners

https://www.btn.co.id/Tentang-BTN

» Governance » Leadership » Board of Commissioner

(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?

Bank Tabungan Negara has described its governance process around IT issues.

The Company continues to refine the information technology system utilized to support the digital services development. One of the manifestations of Company's management strategy as a plan for the development and management of information technology in the next three years is the Information Technology Strategy Plan (RSTIK). Every year, the Company's management  evaluates RSTIK to update it with the dynamic business needs, in line with the Bank's Business Plan.

Furthermore, the transformation of the Digital Banking initiative is to further develop product innovations, features, applications and processes replication as one of the rebranding strategies to obtain new Bank BTN customers in the emerging affluent segment. To accomplish this, Digital Banking capabilities are enhanced by establishing a Digital Ecosystem organization that operates independently from other business units.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 339 & 341
Bank BTN Annual Report FY 2020
(B)E.6 Board Performance

(B)E.6.1 Does the company have a separate board level Risk Committee?

Based on Bank BTN's Annual GCG Report for the year 2020. The company has already separate board level Risk Committee. Risk Monitoring Committee is an organ established by the Board of Commissioners and is responsible to the Board of Commissioners in supporting the effectiveness of risk monitoring duties and responsibilities, in line with the Regulation of Financial Services on Implementation of Good Corporate Governance for Commercial Banks, and State Ministry of SOEs Regulation on the SOEs Supporting Organ of Board of Commissioners/Supervisory Agency.

The information is mentioned in:

  1. Bank Tabungan Negara Annual Report FY 2020, page 484-487
Bank BTN Annual Report FY 2020
  ;  

Awards

PENGHARGAAN TATA KELOLA

 

Perseroan terus berkarya untuk memberikan yang terbaik bagi segenap pemangku kepentingannya, yang dibuktikan dengan perolehan berbagai penghargaan dan apresiasi dari berbagai lembaga di tingkat nasional maupun internasional sebagai berikut:

 

LEVEL INTERNASIONAL

 

ASEAN GRC Awards Winner

dari Enterprise Risk Management Academy, Lembaga Internasional

dalam “ASEAN Risk Award 2017” tanggal 7 Desember 2017

 

 

Gold Award dalam Kategori Corporate Governance & Investor Relation

dari The Asset – Hongkong, Lembaga Internasional

dalam “The Asset Corporate Award 2017” tanggal 13 Desember 2017

 

 

LEVEL NASIONAL

 

Top 50 Of The Biggest Market Capitalization Public Listed Companies

dari IICD (Indonesian Institute For Corporate Directorship), Lembaga Nasional

dalam “9th IICD Corporate Governance Conference And Award” tanggal 27 November 2017

 

 

Best Financial Sector

dari IICD (Indonesian Institute For Corporate Directorship), Lembaga Nasional

dalam “9th IICD Corporate Governance Conference And Award” tanggal 27 November 2017

 

 

Indonesia Most Trusted Companies

dari IICG (Indonesia Institute for Corporate Governance) dan Majalah SWA, Lembaga Nasional

dalam “Good Corporate Governance Award 2017” tanggal 19 Desember 2017

 

 

Top 10 GCG Issues in Banking Sector

dari majalah Warta Ekonomi, Lembaga Nasional

dalam “Indonesia Corporate Secretary Award” tanggal 5 Desember2017


Awards 2018

PENGHARGAAN TATA KELOLA

 

Bank BTN mendapatkan penghargaan bidang Tata Kelola (GCG) dari berbagai pihak, baik pada level domestik maupun level  internasional.

 

LEVEL INTERNASIONAL

Top 50 ASEAN PLCs

Dari ASEAN Corporate Governance & ASEAN Capital Market Forum (ACMF)

pada2nd ASEAN Corporate Governance Award Ceremony” di Kuala Lumpur, tanggal 21 November 2018

   

Top 3 PLCs Indonesia

Dari ASEAN Corporate Governance & ASEAN Capital Market Forum (ACMF)

pada2nd ASEAN Corporate Governance Award Ceremony” di Kuala Lumpur, tanggal 21 November 2018

 

Gold Award pada kategori Corporate Governance & Investor Relation

Dari  The Asset - Hongkong

pada “The Asset Corporate Award 2018” tanggal 10 Desember 2018

 

 

LEVEL NASIONAL

 

Top 50 Big Capitalization Public Listed Company

dari Indonesian Institute For Corporate Directorship (IICD)

pada acara “10th IICD Corporate Governance Conference And Award” 10 Desember 2018

Best Overall

dari Indonesian Institute For Corporate Directorship (IICD)

pada acara “9th IICD Corporate Governance Conference And Award” 10 Desember 2018

 

Indonesia Most Trusted Companies

dari IICG (Indonesia Institute for Corporate Governance) dan Majalah SWA

pada acara “Good Corporate Governance Award 2018” tanggal 19 Desember 2018

 

BUMN dengan Sistem Pengendalian Gratifikasi Terbaik

dari Komite Pemberantasan Korupsi (KPK)

pada Hari Anti Korupsi Sedunia (HAKORDIA) 2018, tanggal 5 Desember 2018

 

Sekretaris Perusahaan

Ari Kurniaman
Sekretaris Perusahaan

48 tahun, menjabat sebagai Sekretaris Perusahaan PT Bank Tabungan Negara (Persero) Tbk efektif sejak tanggal 12 Maret 2020  berdasarkan Surat Keputusan Direksi PT Bank Tabungan Negara (Persero) Tbk No. 261/DIR/2020 tanggal 12 Maret 2020 tentang Penunjukan Pejabat sebagai Corporate Secretary PT Bank Tabungan Negara (Persero) Tbk.  

Riwayat Pendidikan dan Pelatihan

  • Jenjang Pendidikan:
    • S1 di bidang Hukum dari Universitas Padjajaran pada tahun 1996

  • Sejumlah Program Pelatihan Diantaranya: 
    • Learder As a Coach For Branch Manager di Jakarta (2019),

    • Pelatihan PSAK 73 – Sewa di Jakarta (2019), 

    • UKMR Level 3 di Jakarta (2018),

    • Training Housing Finance Management – HDFC India (2011).

Perjalanan Karir

Sebelum menjabat sebagai Sekretaris Perusahaan Bank BTN, beliau pernah menduduki Posisi Sebagai Berikut :

  • Kepala Cabang Jakarta Cawang (09 September 2019 – 11 Maret 2020),

  • Deputy Service Manager Kantor Cabang Bandung (01 Juni 2017 – 08 September 2019 ),

  • Department Head di Legal Division (2014-2017),

  • Kepala Cabang Denpasar (2013),

  • Kepala Cabang Gresik (2012), 

  • Memulai karir di PT Bank Tabungan Negara (Persero) Tbk sejak tahun 1997. 

Audit Eksternal

  

Purwantono, Sungkoro dan Surja
Auditor Eksternal

Silahkan Download

 

Audit Internal

   

Hertanta
Kepala Unit Audit Internal

54 tahun, saat ini menjabat sebagai Kepala Unit Audit Internal PT Bank Tabungan Negara (Persero) Tbk. Diangkat sebagai Kepala Unit Audit Internal terhitung efektif sejak tanggal 14 Maret 2019, berdasarkan Surat Keputusan Direksi No. 227/DIR/2019 tanggal 01 Maret 2019 tentang Kepala Satuan Kerja Audit Internal PT Bank Tabungan Negara (Persero) Tbk.

Riwayat Pendidikan dan Pelatihan

  • Jenjang Pendidikan:
    • Meraih gelar Magister di bidang Ekonomi dari Universitas Padjajaran, Bandung, 2005.

  • Sejumlah Program Pelatihan Diantaranya: 
    • Workshop Understanding ISO 9001:2005 yang diselenggarakan oleh PT Mitra Kualitas Utama di Jakarta (2019)

    • Sertifikasi Dasar Bidang Dana Pensiun yang diselenggarakan oleh Lembaga Sertifikasi Profesi Dana Pensiun di Jakarta Pusat (2018)

    • Benchmark Program Pendidikan Sespibank angkatan-65 di Swiss & Itali (2016)

Perjalanan Karir

Sebelum menjabat sebagai Kepala Unit Audit Internal Perusahaan Bank BTN, beliau pernah menduduki Posisi Sebagai Berikut :

  • Kepala Human Capital Strategy Division (2018-2019)