| D.1 | Board Duties and Responsibilites | | |
| Clearly defined board responsibilities and Corporate Governance Policy |
| D.1.1 | Does the company disclose its corporate governance policy/board charter? | BNI discloses its corporate governance policy and board charter. BNI has several charters to maintain sound governance in its practices, namely : - Board of Commissioners Charter.
- Charter of the Board of Directors.
- Good Corporate Governance Charter.
Information on the aforementioned charters are also disclosed in BNI Annual Report 2024. | - BNI Annual Report 2024, Board of Commissioners, Page 652
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Directors, Page 703
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - Company Website – Board of Commissioners Charter
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/the-board-manual-for-the-board-of-commissioners-2024.pdf. - Company Website – Charter of the Board of Directors
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Piagam-Direksi-Tahun-2024.pdf. - Company Website – Good Corporate Governance Charter
https://www.bni.co.id/portals/1/bni/perusahaan/Kebijakan/docs/GCG-Charter-EN.pdf.
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| D.1.2 | Are the types of decisions requiring board of directors/commissioners' approval disclosed? | BNI discloses the types of decisions requiring Board of Directors/Commissioners' approval. Types of decisions requiring Board of Directors/Board of Commissioners' approval are disclosed in BNI Annual Report 2024, subchapters "Board of Directors Decisions Requiring Approval from the Board of Commissioners" and "Board of Directors' Actions That Must Obtain Written Approval from the Board of Commissioners." | - BNI Annual Report 2024, Board of Directors Decisions Requiring Approval from the Board of Commissioners, Page 692-693
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Directors' Actions that Must Obtain GMS Approval, Page 722
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Directors' Actions that Must Get A Response from the Board of Commissioners, Page 723
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| D.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated? | BNI's roles and responsibilities of the board of directors/commissioners are clearly stated. The roles and responsibilities of BNI's Board of Commissioners and Directors are stated in : - BNI Annual Report 2024 in the following subchapters :
- Duties and Responsibilities of the Board Commissioners.
- Delegation of Duties to Members of the Board of Commissioners.
- Duties of the Board of Commissioners.
- Duties and Responsibilities of the Board of Directors.
- Board of Directors' Responsibilities.
- BNI Website in the following documents :
- Board of Commissioners Charter.
- Board of Directors Charter.
- Articles of Association.
| - BNI Annual Report 2024, Duties and Responsibilities of the Board of Commissioners, Page 658
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Delegation of Duties to Members of the Board of Commissioners, Page 658
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Duties of the Board of the Board of Commissioners, Page 660-661
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Duties and Responsibilities of the Board of Directors, Page 710
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Directors' Responsibilities, Page 721
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - Company Website - Board of Commissioners Charter, Duties, Authorities, Obligations, and Responsibilities of the Board of Directors, Page 6-11
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/the-board-manual-for-the-board-of-commissioners-2024.pdf. - Company Website - Charter of the Board of Directors, Duties, Authorities, and Obligations of the Board of Directors, Page 15-23
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Piagam-Direksi.pdf. - Company Website - Articles of Association, Duties, Authority, and Obligations of the Board of Directors, Page 69-82
https://www.bni.co.id/Portals/1/BNI/Perusahaan/TataKelola/Docs/GCG/Anggaran-Dasar-PT-Bank-Negara-Indonesia-(Persero)-Tbk-2025-ENGLISH.pdf. - Company Website - Articles of Association, Duties, Authority, and Obligations of the Board of Commissioners, Page 109-115
https://www.bni.co.id/Portals/1/BNI/Perusahaan/TataKelola/Docs/GCG/Anggaran-Dasar-PT-Bank-Negara-Indonesia-(Persero)-Tbk-2025-ENGLISH.pdf.
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| Corporate Vision/Mission |
| D.1.4 | Does the company have an updated vision and mission statement? | BNI's Vision, Mission, and Core Values and are explained in BNI's website as well as BNI Annual Report 2024, and according to BNI Annual Report 2024 have been updated since November 2024. BNI’s Vision and Mission were outlined in the Long Term Plan in accordance with the Board of Commissioners’ approval No. DK/60 dated November 24, 2023 and the Bank Business Plan (RBB) 2024-2026 in accordance with the Board of Commissioners’ approval No. DK/181 dated November 14, 2024. Every year, the Vision and Mission are reviewed in line with the latest conditions of BNI as a reference for formulating business strategies in the future. The management ensures that the vision and mission are consistent with long-term goals, and the implementation of vision achievement is carried out by effectively utilizing innovation and technology. | - BNI Annual Report 2024, Vision, Mission, and Corporate Culture, Page 86-88
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Website - Vision & Mission
https://www.bni.co.id/en-us/company/about-bni/vision-mission.
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| D.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? | The board of directors plays a leading role in the process of developing and reviewing the company's strategy at least annually. As mentioned in BNI Annual Report 2024, the Board of Directors develops strategies and strategic policies, which are specified under the Bank Business Plan (RBB) every year. The formulation of BNI's RBB also refers to BNI's 5-year Corporate Plan. The Board of Directors oversaw strategy design and formulation, the Corporate Transformation program, improved the “New Way of Working” approach, ensured compliance and goal alignment, and actively participated in Board-level Committees to monitor program implementations in 2024. | BNI Annual Report 2024, How We Run the Process to Ensure Strategy Execution, Page 61
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? | The board of directors have a process to review, monitor, and oversee the implementation of the corporate strategy. As stated in BNI Annual Report 2024, BNI launched the BNI Corporate Transformation program to ensure alignment of the strategic direction outlined in the Company’s 2024–2028 Corporate Plan with planned targets. The program is carried out in multiple phases, each containing a set of projects with actionable work plans. In mid-2023, BNI adopted a "New Way of Working" approach, which is designed to be more adaptable and customer-oriented. The approach is improved in 2024 to ensure cohesion between a flexible and collaborative work culture, the organizational structure, and other business aspects. BNI also ensures that all plans and goals in the Bank Business Plan (RBB) are realistic and cohesive. Lastly, BNI's Board of Directors established various Board-level committees, including the Performance Management Committee, Subsidiary Committee, Business Committee, Asset & Liability Committee, Technology Management Committee, Integrated Risk Management Committee, Credit Committee, Credit Policy Committee, and Human Capital Committee. BNI's corporate strategy has been reviewed and overseen by the Board of Directors. | BNI Annual Report 2024, How We Run the Process to Ensure Strategy Execution, Page 61
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2 | Board Structure | | |
| Code of Ethics or Conduct |
| D.2.1 | Are the details of the code of ethics or conduct disclosed? | BNI has disclosed the details of the code of ethics. The Code of Ethics serves as a reference for the acceptance of conduct between employees, customers, and other stakeholders. The Code of Ethics is expected to ensure employees uphold the highest degree of ethical standards. BNI discloses the code of conduct's key principles, its application among relevant parties, the signing of the integrity pact, efforts of enforcement, and sanctions for not adhering to the Code of Ethics. | BNI Annual Report 2024, Company Code Of Ethics, Page 1044-1047
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code/s? | All directors/commissioners, senior management and employees are required to comply with BNI's code of ethics. BNI Annual Report 2024, stated: "The Code of Ethics serves as a behavioral reference for the Board of Commissioners, Directors, and employees in achieving the Bank’s Vision and Mission." BNI's Code of Ethics applies to both permanent and non-permanent employees across all organizational levels. | - BNI Annual Report 2024, Applicability of the Code of Ethics Across Organizational Levels, Page 1044.
- BNI Annual Report 2024, Efforts to Enforce the Code of Ethics through Various Media, Page 1045
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| D.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | BNI has a process to implement and monitor compliance with the code/s of ethics. BNI's Code of Ethics is enforced by its WBS (Whistleblowing System), where employees can report deviations from the Code of Ethics and be guaranteed protection of their identity. BNI makes the Code of Ethics available to all employees via various media, namely in pocketbook, e-learning form, as well as via digital internal media. BNI also holds sharing sessions with each Division/Unit. All of BNI's employees also sign an integrity pact at the beginning of each year, which reflects each employee's commitment to uphold the BNI Code of Ethics. | - BNI Annual Report 2024, Signing of the Integrity Pact, Page 1045.
- BNI Annual Report 2024, Dissemination and Socialization of the Code of Ethics, Page 1045.
- BNI Annual Report 2024, Efforts to Enforce the Code of Ethics through Various Media, Page 1046
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| Board Structure & Composition |
| D.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? | Independent directors/commissioners make up at least 50% of the board of directors/commissioners. As of December 31, 2024, 6 (six) out of 11 (eleven) total members of BNI's Board of Commissioners are Independent, or 54.55% of the total members. | BNI Annual Report 2024, Criteria and Number of Independent Commissioners, Page 699
https://www.bni.co.id//Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years each for its independent directors/commissioners? 1 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011. | The company has a term limit of nine years or less or 2 terms of five years each for its independent directors/commissioners. As mentioned in BNI Annual Report 2024, members of the Board of Commissioners can hold office for a maximum of two (2) consecutive terms, with the following criteria : - Members of the Board of Commissioners are appointed for a term commencing from the date determined by the GMS that appoints them and ending at the close of the fifth (5th) Annual GMS following their appointment date, provided that it does not exceed a period of five (5) years.
- At the end of their term, members of the Board of Commissioners may be reappointed by the GMS for one (1) additional term of office.
| BNI Annual Report 2024, Term of Office of the Board of Commissioners, Page 654
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.6 | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? | BNI has established a policy prohibiting concurrent positions that an individual independent/non-executive director/commissioner may hold simultaneously. BNI's policy on concurrent positions for the Board of Commissioners, including Independent Commissioners, prohibit members of the Board of Commissioners, including Independent Commissioners, to hold these positions concurrently : - Members of the Board of Directors, members of the Board of Commissioners/Supervisory Board, or Executive Officers in financial institutions or financial companies, both banking and non-banking.
- Members of the Board of Directors, members of the Board of Commissioners, or Executive Officers in more than one (1) non-financial institution or company, whether publicly listed or non-listed, domiciled domestically or abroad;.
- Holding functional roles in banking financial institutions and/or non-banking financial institutions domiciled domestically or abroad.
- Administrators of political parties and/or candidates/members of the House of Representatives (DPR), Regional Representative Council (DPD), Provincial Regional House of Representatives (DPRD), and Regency/Municipal Regional House of Representatives.
- Candidates for regional heads/deputy regional heads and/or regional heads/deputy regional heads, including acting regional heads/deputy regional heads.
- Other positions that may create conflicts of interest in performing duties as members of the Board of Commissioners; and/or
- Other positions as stipulated by applicable laws and regulations.
| BNI Annual Report 2024, Policy on Concurrent Positions for the Board of Commissioners, Including Independent Commissioners, Page 662-663
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.7 | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? | BNI does not have any executive directors who serve on more than two boards of listed companies outside of the group. As stated in Annual Report 2024, referring to the BNI Board of Directors' Work and SOE Ministerial Regulation No. PER-3/MBU/03/2023, all the members of Board of Directors are prohibited from holding concurrent positions as members of the Board of Commissioners, the Board of Directors, or Executive Officers in banks, companies, and/or other institutions except when permitted. | - BNI Annual Report 2024, Board of Directors’ Profiles, Page 114-125
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Policy on Concurrent Positions of the Board of Directors, Page 725
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| Nominating Committee |
| D.2.8 | Does the company have a Nominating Committee? | BNI has a Nomination and Remuneration Committee. The Nomination and Remuneration Committee supports the Board of Commissioners by providing recommendations on the nomination and remuneration of board members, committee members, and employees. The Committee also ensures compliance with applicable laws and regulations as well as good corporate governance. Lastly, the Committee reviews talent management systems and policies and evaluates organizational development proposals from the Board of Directors. | BNI Annual Report 2024, The Nomination and Remuneration Committee, Page 810
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? | BNI's Nominating Committee comprised majority of independent directors/commissioners. As disclosed in BNI Annual Report 2024, 7 (seven) out of 13 (thirteen) members are independent. As of December 31, 2024, the Committee consists of 6 (six) Independent Commissioners, 1 (one) Member from Independent Parties, 5 (five) Non-Independent Commissioners and 1 (one) executive officer in charge of human resources functions. | BNI Annual Report 2024, Number, Structure, and Composition of Membership of the Nomination and Remuneration Committee, Page 814
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? | The chairman of the nominating Committee of BNI is an independent Commissioner. | BNI Annual Report 2024, Number, Structure, and Composition of Membership of the Nomination and Remuneration Committee, Page 814
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.11 | Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee? | BNI discloses the terms of reference/governance structure/charter of the Nominating Committee. According to BNI Annual Report 2024, the Remuneration and Nomination Committee Charter was established through the Board of Commissioners’ Decree of PT Bank Negara Indonesia (Persero) Tbk. No. KEP/019/ DK/2024, dated June 6, 2024, and can be accessed through BNI's website. The charter outlines the Remuneration and Nomination Committee's responsibilities. | BNI Annual Report 2024, The Nomination and Remuneration Committee Charter, Page 810-811
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.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? | BNI has disclosed the meeting attendance of the Nominating Committee and the Nominating Committee has met at least twice during the year. During 2024, BNI has held 23 (twenty-three) meetings. The meeting agendas and attendance of each member of the Nomination and Remuneration Committee have been disclosed in BNI Annual Report 2024. | BNI Annual Report 2024, Nomination and Remuneration Committee Meetings, Page 820-824
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| Remuneration Committee/Compensation Committee |
| D.2.13 | Does the company have a Remuneration Committee? | BNI has a Nomination and Remuneration Committee. The Nomination and Remuneration Committee supports the Board of Commissioners by providing recommendations on the nomination and remuneration of board members, committee members, and employees. The Committee also ensures compliance with applicable laws and regulations as well as good corporate governance. Lastly, the Committee reviews talent management systems and policies and evaluates organizational development proposals from the Board of Directors. | BNI Annual Report 2024, The Nomination and Remuneration Committee, Page 810
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.14 | Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | BNI's Remuneration Committee comprised majority of independent directors/commissioners. As disclosed in BNI Annual Report 2024, 7 (seven) out of 13 (thirteen) members are independent. As of December 31, 2024, the Committee consists of 6 (six) Independent Commissioners, 5 (five) Non-Independent Commissioners, 1 (one) Member from Independent Parties, and 1 (one) executive officer in charge of human resources functions. | BNI Annual Report 2024, Number, Structure, and Composition of Membership of the Nomination and Remuneration Committee, Page 814
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | The chairman of the Remuneration Committee of BNI is an independent Commissioner. | BNI Annual Report 2024, Number, Structure, and Composition of Membership of the Nomination and Remuneration Committee, Page 814
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.16 | Does the company disclose the terms of reference/governance structure/charter of the Remuneration Committee? | BNI discloses the terms of reference/governance structure/charter of the Remuneration Committee. According to BNI Annual Report 2024, the Remuneration and Nomination Committee Charter was established through the Board of Commissioners’ Decree of PT Bank Negara Indonesia (Persero) Tbk. No. KEP/019/ DK/2024, dated June 6, 2024, and can be accessed through BNI's website. The charter outlines the Remuneration and Nomination Committee's responsibilities. | BNI Annual Report 2024, The Nomination and Remuneration Committee Charter, Page 810-811
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.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? | BNI has disclosed the meeting attendance of the Remuneration Committee, and the Remuneration Committee has met more than twice during the year. During 2024, BNI has held 23 (twenty-three) meetings. The meeting agendas and attendance of each member of the Nomination and Remuneration Committee have been disclosed in BNI Annual Report 2024. | BNI Annual Report 2024, Nomination and Remuneration Committee Meetings, Page 820-824
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| Audit Committee |
| D.2.18 | Does the company have an Audit Committee? | BNI has an Audit Committee. BNI Annual Report 2024 stated :
"The Board of Commissioners has established the Audit Committee to assist in the execution of its supervisory duties and functions. This includes reviewing the Bank’s internal control system, the quality of its Financial Statements, the effectiveness of the Internal Audit function, and the overall implementation of the Board of Directors’ functions in accordance with prevailing laws and regulations as well as Good Corporate Governance (GCG) principles." | BNI Annual Report 2024, Audit Committee, Page 792
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | BNI's Audit Committee comprised majority of independent directors/commissioners. As disclosed in BNI Annual Report 2024, all 5 (five) members are independent. During the January 1, 2024 – December 31, 2024 period, the Committee consists of 3 (three) Independent Commissioners and 2 (two) Members from Independent Parties. | BNI Annual Report 2024, January 1, 2024 – December 31, 2024 Period, Page 795
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? | The chairman of the Audit Committee of BNI is an independent Commissioner. | BNI Annual Report 2024, January 1, 2024 – December 31, 2024 Period, Page 795
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | BNI discloses the terms of reference/governance structure of the Audit Committee. According to BNI Annual Report 2024, the Audit Committee Charter was established through the Board of Commissioners’ Decree No. KEP/018/DK/2024 dated June 6, 2024, and can be accessed through BNI's website. | BNI Annual Report 2024, Duties and Responsibilities of the Audit Committee, Page 793
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.22 | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? | The independent commissioners has accounting expertise (accounting qualification or experience). As disclosed in BNI Annual Report 2024, Sigit Widyawan Independent Commissioner, a member of the Audit Committee has a Master's degree in accounting. | - BNI Annual Report 2024, Board of Commissioners’ Profiles, Page 103
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Audit Committee Profile, Page 795-796
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Educational Qualifications and Work Experience, and Fields of Expertise of the Audit Committee, Page 797
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| D.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? | BNI has disclosed the meeting attendance of the Audit Committee; and the Audit Committee have met more than four times during the year. During 2024, BNI has held 31 (thirty-one) meetings. The meeting agendas and attendance of each member of the Audit Committee have been disclosed in BNI Annual Report 2024. | BNI Annual Report 2024, Audit Committee Meetings, Page 798-802
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | The Audit Committee has primary responsibility for recommendation on the appointment, and removal of the external auditor. BNI Annual Report 2024 stated that one of the duties and responsibilities of the Audit Committee is to "Provide recommendations to the Board of Commissioners based on the results of the evaluation regarding the appointment, reappointment, and dismissal or replacement of KAP and/or AP who will audit the financial statements based on independence, scope of assignment, and service fees." | BNI Annual Report 2024, Duties and Responsibilities of the Audit Committee, Page 793
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.3 | Board Processes | | |
| Board Meetings and Attendance |
| D.3.1 | Are the board of directors meeting scheduled before the start of financial year? | The board of directors meetings are scheduled before the start of financial year. Referring from BNI Annual Report 2024, The Board of Directors' Meetings have been scheduled to be held once every month in 2025 and includes each agenda meetings. | BNI Annual Report 2024, Meetings Scheduled in 2025, Page 742
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.3.2 | Does the board of directors/commissioners meet at least six times during the year? | The Board of Directors/Commissioners meet more than six times during the year. As stated in BNI Annual Report 2024, the Board of Commissioners has held 53 (fifty-three) Board of Commissioners Meetings in total, which includes 7 (seven) Joint Meetings with the Board of Directors, and 1 (one) General Meeting of Shareholders (GMS). Meanwhile, a total of 46 (forty-six) Board of Directors Meetings, 8 (eight) Board of Directors Meetings with the Board of Commissioners, and 1 (one) GMS have been held by the Board of Directors. | - BNI Annual Report 2024, Attendance of the Board of Commissioners in Board of Commissioners Meetings, Joint Meetings with the Board of Directors, and General Meeting of Shareholders (GMS), Page 667-668
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Level of Attendance of the Board of Directors Members at the Board of Directors Meetings, Joint Meetings of the Board of Directors and the Board of Commissioners, and GMS, Page 731-732
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| D.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? | BNI has disclosed each of the directors and commissioners attendance of all the board meetings held during the year. As stated in BNI Annual Report 2024, throughout 2024, the Board of Commissioners held a total of 53 (fifty-three) Board of Commissioners Meetings, including 7 (seven) Joint Meetings with the Board of Directors, with an average attendance rate of 95%. Additionally, Board of Directors meetings were held 46 (forty-six) times with an average percentage of Board of Directors' attendance at meetings of 90.68% | - BNI Annual Report 2024, Board of Commissioners Meetings, Page 667 – 668
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Director Meetings, Page 731 - 732
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | BNI has required a minimum quorum for board decisions. BNI Annual Report 2024 stated : The Board of Directors meeting is valid and has the right to make binding decisions if attended and/or represented by more than 2⁄3 (two-thirds) of the total members of the Board of Directors. | BNI Annual Report 2024, Quorum and Decision Making, Page 730
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.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 of the company meets separately several times during the year without any executives present. As stated in BNI Annual Report 2024, the Board of Commissioners has held 53 (fifty-three) Board of Commissioners Meetings in total, which includes 7 (seven) Joint Meetings with the Board of Directors. | BNI Annual Report 2024, Attendance of the Board of Commissioners in Board of Commissioners Meetings, Joint Meetings with the Board of Directors, and General Meeting of Shareholders (GMS), Page 667-668
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| Access to information |
| D.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? | Board papers for board of directors/commissioners meetings are provided to the board at least five business days in advance of the board meeting. BNI Annual Report 2024 stated that the summons for the Board of Commissioners and Board of Directors Meeting must be delivered or submitted, along with materials for the meeting, directly to each member of the Board no later than 5 (five) working days before the meeting is held, excluding the date of the summons and the date of the meeting or in a shorter time if in urgent circumstances. | - BNI Annual Report 2024, Meeting Summons, Page 666
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Meeting Summon, Page 730
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | The Corporate Secretary plays a significant role in supporting the board in discharging its responsibilities. According to BNI Annual Report 2024, the Corporate Secretary's role including : - To monitor developments in the Capital Market, particularly the applicable laws and regulations in the Capital Market sector.
- To advise the Board of Directors and the Board of Commissioners on compliance with applicable laws and regulations in the Capital Market.
- To assist the Board of Directors and the Board of Commissioners in implementing corporate governance.
- To act as a liaison between BNI and its shareholders, the Financial Services Authority, and other stakeholders.
- To provide information needed by shareholders and stakeholders related to the condition of BNI.
- To attend Board of Directors meetings, Board of Commissioners meetings, joint meetings of the Board of Directors and Board of Commissioners, and to prepare meeting minutes.
- To manage the Shareholders Register and Special Shareholders Register.
- To be responsible for organizing the GMS. To prepare necessary materials related to the reports/routine activities of the Board of Directors to be presented to external parties and to prepare materials for matters requiring the Board of Directors’ decisions concerning BNI’s management.
- To organize meetings within the Board of Directors, both routine and non-routine.
- To conduct activities related to shareholders and stakeholders through analyst meetings, public expos, conference calls, non-deal roadshows, and meetings with shareholders.
| BNI Annual Report 2024, Duties and Responsibilities of the Corporate Secretary, Page 900
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | The company secretary is trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments. As mentioned in BNI Annual Report 2024, information relating to the education, professional certification and/or training, and work experience of Okki Rushartomo, BNI's Corporate Secretary, has been disclosed. The disclosure includes information that BNI's corporate secretary has participated in several trainings relating to the role of corporate secretary. Information on training and/or competency development during 2024 for the Corporate Secretary is also available on BNI Annual Report 2024. | - BNI Annual Report 2024, Corporate Secretary Profile, Page 901
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Training and/or Competency Development for the Corporate Secretary in 2024, Page 902-903
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| Board Appointmenets and Re-Election |
| D.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? | BNI discloses the criteria used in selecting new directors/commissioners in BNI Annual Report 2024 and Board of Commissioners Charter. BNI requires members of the Board of Commissioners and the Board of Directors to, namely, have good integrity, knowledge/expertise in the fields needed, commit to applicable regulations, and commit to BNI's sound operations. | - BNI Annual Report 2024, Criteria or Qualifications of the Board of Commissioners, Page 653-654
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Criteria or Qualifications of the Board of Directors Page 704-705
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - Company Website - Board of Commissioners Charter, Board of Commissioners, Page 4-6
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/the-board-manual-for-the-board-of-commissioners-2024.pdf.
|
| D.3.10 | Did the company describe the process followed in appointing new directors/commissioners? | BNI describes the process followed in appointing new directors and commissioners. Both processes are done in accordance with POJK No. 15/POJK.04/2020 as well as SOE Ministerial Regulation No. PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises, and are disclosed in BNI Annual Report 2024 The process starts with sourcing and selecting candidates based on established criteria, with possible use of independent third-party services. Recommendations and proposals from the Nomination and Remuneration Committee regarding director/commissioner candidates must also be considered. The candidates then go through a Fit and Proper Test. Lastly, appointments/dismissals are decided by the GMS with Series A Dwiwarna Shareholders’ approval, effective as determined by the GMS or from meeting closure | - BNI Annual Report 2024, Procedures for Election, Appointment, Replacement, and Dismissal of Members of the Board of Commissioners, Page 769-770
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Procedures for Nomination of Members of the Board of Directors, Page 770-772
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Mechanism for Appointment, Termination, and Resignation of the Board of Commissioners, Page 656-657
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Mechanism of Appointment, Dismissal, and Resignation of the Board of Directors Page 708-709
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years2 each? 2 The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011. | All directors and commissioners are subject to re-election every 5 years. According to BNI Annual Report 2024, the term of office does not exceed 5 (five) years, after which the members of the Board of Commissioners and the Board of Directors may be reelected by the GMS for one (1) additional term. | - BNI Annual Report 2024, Term of Office of the Board of Commissioners, Page 654
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Term of Office of the Board of Directors, Page 705
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| Remuneration Matters |
| D.3.12 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? | The shareholders approve the remuneration of the executive directors and/or the senior executives. The Summary of Minutes of Annual General Meeting of Shareholders Fiscal Year 2024, third agenda states that : - Series A Dwiwarna Shareholders have been granted authority and power of attorney to determine remuneration items for members of the Board of Commissioners.
- The Board of Commissioners have been granted authority and power, from obtaining written approval from the Series A Dwiwarna Shareholders, to determine remuneration items for members of the Board of Directors.
The aforementioned remuneration items are as follows : - Tantiem/Performance Incentive/Special Incentive for the performance of the 2024 Financial Year and/or Long-Term Incentive for the 2025-2027 Period, in accordance with applicable provisions.
- Honorarium, including Facilities and Allowances for the 2025 Financial Year.
| Summary of Minutes of Annual General Meeting of Shareholders Fiscal Year 2024, Third Agenda
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Pengumuman-Risalah-RUPS-Tahunan-Tahun-Buku-2024-(Inggris).pdf. |
| D.3.13 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? | BNI has measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses. As mentioned in BNI Annual Report 2024, Implementation of deferred variable remuneration (Malus) or withdrawing variable remuneration that has been paid (Clawback) to officials classified as Material Risk Takers (MRT), is applied if : Legally proven that an abuse of position and/or authority and/or committing a criminal act by the recipient of the suspended Tantiem, which resulted in losses for the Company, took place Restatement of the Company's financial statement. The risk rating in the last quarter before the implementation of the suspended Tantiem was 4 (Moderate to High) or worse. The Annual GMS decided to reject the responsibility of the Board of Directors and/ or the Board of Commissioners for the Company's performance for the financial year. Other considerations deemed important by the GMS. Material Risk Takers (MRT) can be determined using qualitative and quantitative methods. Information on Short-Term Incentives as well as final awards and holding periods of Long-Term Incentive in the form of BNI's shares or cash are disclosed in BNI Annual Report 2024 | - BNI Annual Report 2024, Remuneration Policy Scope, Page 773-774
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Remuneration Linked to Risk and Performance, Page 774
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Final Award and Holding Period, Page 1066
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| Internal Audit |
| D.3.14 | Does the company have a separate internal audit function? | BNI has a separate internal audit function. BNI Annual Report 2024 states that BNI has established the Internal Audit Division (IAD) as a strategic support organ under the Board of Directors. The internal audit function serves as BNI's Independent Risk Assurance Unit. It is tasked with evaluating and improving the effectiveness of risk management, control mechanisms, and governance processes. | BNI Annual Report 2024, Internal Audit Unit, Page 909
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.3.15 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | The head of internal audit is identified. Johansyah is Head of BNI's Internal Audit Function. His profile is disclosed in BNI Annual Report 2024. | BNI Annual Report 2024, Head of Internal Audit Unit Profile, Page 914
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.3.16 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | The appointment and removal of the internal auditor require the approval of the Audit Committee. BNI Annual Report 2024 stated : "The Head of Internal Audit is appointed and dismissed by the President Director, subject to approval from the Board of Commissioners, taking into account the recommendations of the Audit Committee. The appointment or dismissal must be reported to the Financial Services Authority (OJK) in person no later than ten (10) working days after the date of the appointment or dismissal." | BNI Annual Report 2024, Head of Internal Audit Unit Profile, Page 913
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| Risk Oversight |
| D.3.17 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | Referring to BNI Annual Report 2024, BNI establishes a sound internal control procedures/risk management framework and periodically reviews the effectiveness of that framework. BNI implements an Internal Control System (SPI) to monitor all work units and organizational levels and is designed to identify risks that could affect the Bank's performance on the basis of SEOJK No. 35/SEOJK.03/2017 concerning Standard Guidelines for Internal Control Systems for Commercial Banks and the Committee of Sponsoring Organizations of the Treadway Commission's (COSO) Framework. BNI's SPI is handled by the Board of Directors. Risk management duties are handled by committees under the Board of Directors, namely the Risk Management and Anti-Fraud Committee and the Integrated Risk Management Committee. BNI implements SPI based on COSO's 5 (five) main components. BNI's Internal Control System encompasses the following items : - Strategic control.
- Operational control.
- Reporting control.
- Compliance control.
| - BNI Annual Report 2024, Internal Control System, Page 938-939
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Scope of Internal Control Systems, Page 944
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Integrated Risk Management Committee, Page 863-864
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Risk Management & Anti-Fraud Committee (KRA), Page 869
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.3.18 | 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? | The Annual Report discloses that the Board of Directors and Board of Commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems. According to BNI Annual Report 2024, BNI has deemed its Internal Control System (SPI) effective and adequate in managing risks faced BNI during 2024. The Board of Directors actively oversees BNI's risk management and its activities are disclosed in BNI Annual Report 2024. | - BNI Annual Report 2024, Statement of the Board of Directors and Board of Commissioners on the Adequacy of the Internal Control System, Page 945
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Risk Management System, Page 946-948
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.3.19 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | BNI discloses the risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic). As stated in BNI Annual Report 2024, BNI manages 10 (ten) key types of risk, which are credit risk, market risk, liquidity risk, operational risk, legal risk, reputational risk, strategic risk, compliance risk, intra-group transaction risk, and insurance risk. BNI has also identified significant external risks, including health crises, cybersecurity threats, supply chain disruptions, and geopolitical tensions. In addition, BNI has identified key information technology risks, such as operational disruptions, cybersecurity incidents, and disaster recovery challenges. | - BNI Annual Report 2024, Types of Risk Profiles and Their Management, Page 955.
- BNI Annual Report 2024, Statement of the Board of Directors and/or Board of Commissioners on Risk Management, Page 955
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.3.20 | 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? | The President Commissioner (chairman) of the Board of Commissioners and the President Director (CEO) are different persons and have different roles. As stated in BNI Annual Report 2024, the roles of the President Commissioner are as follows : - Coordinate the implementation of the Board of Commissioners’ tasks.
- Lead the Board of Commissioners' meetings.
- Sign written documents.
- Represent the Board of Commissioners in meetings and events organized by the authorities, Series A Dwiwarna shareholders, and other agencies.
- Represent the Board of Commissioners in leading the General Meeting of Shareholders of the Company.
| - BNI Annual Report 2024, Board of Commissioners’ Profiles, Page 100
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Directors' Profiles, Page 114
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Duties and Responsibilities of the President Commissioner, Page 658
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Division of Duties and Responsibilities of the Board of Directors for the period January 1, 2024 – March 4, 2024, Page 711
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.4 | People on the Board | | |
| Board Chairman |
| D.4.1 | Do different persons assume the roles of chairman and CEO? | The President Commissioner (chairman) of the Board of Commissioners and the President Director (CEO) are different persons and have different roles. As stated in BNI Annual Report 2024, the roles of the President Commissioner are as follows : - Coordinate the implementation of the Board of Commissioners’ tasks.
- Lead the Board of Commissioners' meetings.
- Sign written documents.
- Represent the Board of Commissioners in meetings and events organized by the authorities, Series A Dwiwarna shareholders, and other agencies.
- Represent the Board of Commissioners in leading the General Meeting of Shareholders of the Company.
The roles of the President Director are as follows : - Lead and direct, control, and be responsible in accordance with its authority in terms of :
- Implementation of the Duties, Authorities, and Responsibilities of the Board of Directors as regulated in the Company’s Articles of Association.
- To lead, oversee, and coordinate all of BNI's operational activities (Decree No. KP/132/DIR/R dated April 6, 2023).
- To chair all Board of Directors meetings. (AA Article 13 Paragraph (7)).
- Sign each share certificate, collective share certificate, convertible bond, warrant, and/or other securities that can be converted into shares together with the President Commissioner (AA Article 6 Paragraph (6)).
- To lead, supervise, and coordinate all activities related to the Internal Audit Organization and Corporate Secretary Organization (Board of Director’s Decree No. KP/132/DIR/R dated April 6, 2023).
- The position of President Commissioner is held by Pradjoto, and the position of President Director is held by Royke Tumilaar.
| - BNI Annual Report 2024, Board of Commissioners’ Profiles, Page 100
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Directors' Profiles, Page 114
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Duties and Responsibilities of the President Commissioner, Page 658
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Division of Duties and Responsibilities of the Board of Directors for the period January 1, 2024 – March 4, 2024, Page 711
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.4.2 | Is the chairman an independent director/commissioner? | The President Commissioner as Chairman of the Board of Commissioners, Pradjoto, is an Independent Commissioner. | BNI Annual Report 2024, Board of Commissioners’ Profiles, Page 100
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | BNI does not have any director who was a former CEO of the company in the past 2 (two) years. | BNI Annual Report 2024, Board of Directors' Profiles, Page 114-125
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.4.4 | Are the roles and responsibilities of the chairman disclosed? | The roles and responsibilities of the chairman are disclosed. The roles and responsibilities of the President Commissioner could be accessed on BNI Annual Report 2024. | BNI Annual Report 2024, Duties and Responsibilities of the President Commissioner, Page 658
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| Lead Independent Director |
| D.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | The Chairman is independent Commissioner. Therefore, the Board of Commissioners do not appoint a Lead/Senior Independent Director. Commissioner is considered independent if the commissioner does not have financial, management, share ownership, and/or familial relationships with fellow members of the Board of Commissioners, the Board of Directors, and/or Controlling Shareholders or other relationships that could influence their ability to act independently. | BNI Annual Report 2024, Board of Commissioners’ Profiles, Page 100
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| Skills and Competencies |
| D.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? | 7 (seven) out of 11 (eleven) of the Board of Commissioners have previous working experience in the banking sector. | BNI Annual Report 2024, Board of Commissioners’ Profiles, Page 100-111
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.5 | Board Performance | | |
| | Director Development | | |
| D.5.1 | Does the company have orientation programmes for new directors/commissioners? | BNI has orientation programmes for new directors and commissioners. BNI's orientation and introduction programmes for new members of the Board of Commissioners and Board of Directors serve to provide a comprehensive understanding and overview of BNI's overall conditions, values, vision and mission, business activities, and subsidiaries, as well as to socialize BNI's policies, procedures, and implementation of good corporate governance. | - BNI Annual Report 2024, Orientation and Introduction Program for New Board of Commissioners Members, Page 682-683
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Orientation and Induction Program for New Member of the Board of Directors, Page 758
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
|
| D.5.2 | Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes? | BNI has a policy and actual practice and programs that encourage directors/ commissioners to attend ongoing or continuous professional education programmes. Based on BNI Annual Report 2024, BNI holds competency development programs for all members of the Board of Commissioners to support their activities in monitoring the management and operations of the Bank carried out by the Board of Directors. This is done in accordance with OJK Regulation No. 24 of 2022 concerning the Development of the Quality of Human Resources in Commercial Banks and the Charter of the Board of Directors. The programs comprise individual training, certifications, workshops, and sharing sessions. Each year, BNI also formulates a Competency Development Program plan for the Board of Commissioners. BNI also prepares a plan for the Board of Directors' Competency Development Program by focusing on topics that are relevant to the latest macroeconomic developments, dynamics of the banking industry, and continuously evolving governance. The program is usually in the form of competency enhancement activities or knowledge refreshment for the Board of Directors through Executive Education activities, certification, and other activities carried out in the context of competency improvement. Lastly, the program strives to improve the Board of Directors' daily. handling of tasks, which in turn could also encourage effective management of the Bank. Attendance of each commissioner and director as well as the name and year of training are disclosed in BNI Annual Report 2024. | - BNI Annual Report 2024, Training and/or Competency Enhancement for Board of Commissioners Members in 2024, Page 679-682
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Training and/or Competency Improvement for the Board of Directors in 2024, Page 744-758
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - Company Website - Charter of the Board of Directors, Competency Improvement of Members of the Board of Directors, Page 43
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Piagam-Direksi-Tahun-2024.pdf.
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| CEO/Executive Management Appointments and Peformance |
| D.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? | BNI discloses the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management. As disclosed in BNI Annual Report 2024, BNI has established and implements a succession policy for the Board of Directors and/or Senior Management in accordance to the Minister of State-Owned Enterprises Regulation No. PER-2/MBU/03/2023 dated March 3, 2023, concerning Guidelines for Governance and Significant Corporate Activities of State-Owned Enterprises, and Regulation No. PER-3/MBU/03/2023 dated March 20, 2023, concerning Organs and Human Resources of State-Owned Enterprises. BNI’s succession policy guarantees that employees who meet certain criteria and are included in the Talent Pool will have opportunities to participate in training programs or activities related to management, business strategy, strategic planning, business risk and potential analysis, operational and financial performance analysis, and other similar programs. During the Board of Directors nomination process, the Board of Commissioners selects candidates from BNI employees, with regard to recommendations from the Nomination and Remuneration Committee to ensure the process is transparent and in adherence to rules and ethics. BNI may also use independent external professional services in the process. In 2024, BNI collaborated with independent professionals, namely Daya Dimensi Indonesia, in identifying the quality of the Board of Directors candidates who are in line with the Company's strategic direction. Lastly, BNI submits the list of selected candidates to the Ministry of State-Owned Enterprises to undergo a fit and proper test. | BNI Annual Report 2024, Board of Directors' Succession Policy, Page 772
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. |
| D.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | The Board of Directors/Commissioners conducts an annual performance assessment of the CEO/Managing Director/President. Individual performance assessment of the Board of Directors, including the President Director, is conducted at least twice a year. The assessment is done through a self-assessment mechanism, which is reviewed by a public accounting firm. The results of the assessment are confidential and anonymous. For Board of Directors' individual performance, a Balanced Scorecard approach is applied. BNI has conducted the Board of Directors' Performance Assessment in 2024, of which the results are disclosed in BNI Annual Report 2024. | - BNI Annual Report 2024, Performance Assessment of the Board of Directors and the Board of Commissioners, Page 763
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Results of The Board of Directors' Performance Assessment (Including The President Director) In 2024, Page 764-765
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| Board Appraisal |
| D.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? | BNI conducts an annual performance assessment of the board of directors/commissioners and discloses the criteria and process followed for the assessment. Board of Directors Collegial Performance Assessment KPI Criteria : - Economic and social value for Indonesia, covering financial and social aspects.
- Business Model Innovation.
- Technology Governance Framework Leadership.
- Investment Enhancement.
- Talent Development.
- The criteria above are divided into financial and non-financial performance targets in adherence with BNI's strategic initiatives. Further details and results of the 2024 assessment are disclosed in BNI Annual Report 2024.
Board of Directors Individual Performance Assessment KPI criteria : - Financial.
- Customer.
- Internal Business Process.
- Learning & Growth.
Performance assessments of the Board of Directors, both collegial and individual, are conducted at least twice a year through a self-assessment mechanism that is then reviewed by a public accounting firm. Board of Commissioners Performance Assessment KPI criteria : - Planning Aspect.
- Supervision and Advisory Aspect.
- Reporting Aspect.
- Dynamic Aspect.
Further details and results of the 2024 assessment are disclosed in BNI Annual Report 2024. Performance assessments of the Board of Commissioners are conducted internally twice a year (per semester) through a self-assessment by BNI. | - BNI Annual Report 2024, Performance Assessment of the Board of Directors (Including the President Director), Page 763-764
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Commissioners Performance Assessment, Page 766-767
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| Director Appraisal |
| D.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? | BNI conducts an annual performance assessment of the board of directors/commissioners and discloses the criteria and process followed for the assessment. Board of Directors Individual Performance Assessment KPI : - Financial.
- Customer.
- Internal Business Process.
- Learning & Growth.
The performance assessments of the Board of Directors are conducted at least twice a year through self-assessment mechanism that is reviewed by a public accounting firm. Board of Commissioners Performance Assessment KPI : - Planning Aspect.
- Supervision and Advisory Aspect.
- Reporting Aspect.
- Dynamic Aspect.
Further details and results of the 2024 assessment are disclosed in BNI Annual Report 2024. The performance assessment of the Board of Commissioners is conducted twice a year (per semester) through a self-assessment process carried out internally by BNI. | - BNI Annual Report 2024, Performance Assessment of the Board of Directors (Including the President Director), Page 763-764
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Commissioners Performance Assessment, Page 766-767
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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| Committee Appraisal |
| D.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | BNI conducts an annual performance assessment of the board committees and discloses the criteria and process followed for the assessment. As disclosed in BNI Annual Report 2024, BNI's Board of Commissioners regularly assesses the committees under the Board of Commissioners at least once a year, which are. - Audit Committee.
- Risk Monitoring Committee.
- Nomination and Remuneration Committee.
- Integrated Governance Committee.
BNI assesses the committees' performance based on a number of criteria, including at least : - Realization of the achievement of the committee’s work plan/program during the financial year.
- Level of attendance and participation in meetings.
- Submission of Task Implementation Report.
Throughout 2024, Board of Commissioners has assessed the performance of commitees under Board of Commissioners. | - BNI Annual Report 2024, Board of Commissioners’ Assessment of the Performance of Committees Under the Board of Commissioners, Page 694
- BNI Annual Report 2024, Assessment Procedures and Criteria Used, Page 695
- BNI Annual Report 2024, Party Conducting Performance Assessment of Committees of the Board of Commissioners, Page 695
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf. - BNI Annual Report 2024, Board of Directors' Assesment of The Performance of Commitees Under The Board of Directors, Page 761-762
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/AR-BNI-2024-ENG.pdf.
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