ASEAN Corporate Governance Score Card
Part | Parameter | Company Practice in 2021 | Source Document |
---|---|---|---|
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 DividendDate of AGMS: 10 Maret 2021Date of Dividend Payment : The information is mentioned in:2021 Resolution of AGMS, Resolution of The Second Agenda of Meeting (Link) |
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 :
|
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:
The information is mentioned in:
|
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: |
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:
|
2021 Resolution 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:
|
Regulation of The Minister of State-Owned Enterprise
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:
|
Article of Association of Bank BTN 2018
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:
|
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:
|
Summary of Minutes AGMS 2021
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:
|
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:
|
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:
|
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:
|
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:
|
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:
|
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? |
The information is mentioned in:
|
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:
|
Bank BTN 2021 AGMS Announcement
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 information is mentioned in:
|
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). |
Bank BTN's Efforts to invite Shareholders to AGMS 2021
Public Expose 2020 Non Deal Roadshow |