- Part A: Rights and Equitable Treatment of Shareholders
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A. Basic Shareholder Rights Explanation 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.
The Company’s Annual General Meeting of Shareholders (AGMS) on 3 April 2024 decided to pay cash dividends to shareholders. The cash dividends were distributed to all shareholders (scrip and non-scrip dividends) on 3 May 2024 based on the schedule of dividends distribution announced on the PermataBank’s website and the Indonesia Stock Exchange (IDX) website.
A.2
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.2.1
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?
All shareholders have the opportunity to approve remuneration or any increases in remuneration subject to the Company’s Articles of Association and related regulations. The Company has announced the explanation of the 2024 AGMS agenda to approve the remuneration for the Board of Commissioners, the Board of Directors, and the Sharia Supervisory Board in the Company’s website. The Summary of the 2024 AGMS Resolution have been submitted to the regulator through IDX website and are available on the Company’s website.
A.2.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? The Company provides non-controlling shareholders a right to nominate candidates for the board of directors/commissioners subject to requirements as stipulated in the Company’s Articles of Association and related regulations as stated in the Article 14 the Company’s Articles of Association and in the 2023 Annual Report page 510. A.2.3 Does the company allow shareholders to elect directors/commissioners individually? The Company allow shareholders to elect directors/commissioners individually subject to requirements as stipulated in Article 14 paragraph 7 of the Company’s Articles of Association and related regulations A.2.4 Does the company disclose the voting procedures used before the start of meeting? The Company announces the voting procedure and any rules related to the GMS on the Company’s website since the date of the GMS invitation. The voting procedure and rules of the GMS were also read by the Master of Ceremony before the latest Annual GMS started. A.2.5 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? The Company gives the opportunity to the shareholders to ask question related with the GMS agenda. The questions raised by shareholders and answers given recorded the 2024 Annual GMS minutes of meeting and 2024 Annual GMS resolutions. A.2.6 Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM? The Company disclosed the voting results for all resolutions/each agenda item for the 2024 Annual GMS in the 2024 Annual GMS minutes of meeting and 2024 Annual GMS resolutions. A.2.7 Does the company disclose the list of board members who attended the most recent AGM? The Company disclosed the members of the board who attended the 2024 Annual GMS in the 2024 Annual GMS minutes of meeting and 2024 Annual GMS resolutions. A.2.8 Does the company disclose that all board members and the CEO (if he/she is not a board member) attended the most recent AGM? The Company disclosed the board members who attended the 2024 Annual GMS in the 2024 Annual GMS minutes of meeting and 2024 Annual GMS resolutions. A.2.9 Does the company allow voting in absentia? As required by the Otoritas Jasa Keuangan (OJK) and stipulated in the Company’s Articles of Association, the Company can convene the GMS in hybrid (electronic and physical). As stipulated in the Article 14 and Article 16 of the Company’s Articles of Association, the Company provides the medium for shareholders to give electronic proxy and conduct electronic voting. At the latest Annual GMS, the Company used the eASY.KSEI application provided by the PT Kustodian Sentral Efek to facilitate the electronic proxy and electronic voting.
The Company informed the shareholders the media and the mechanism of the electronic proxy and electronic voting in the 2024 Annual GMS invitation and rules, as announced in the Company’s website.
A.2.10 Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM? The Company convened the 2024 AGMS in hybrid, where the GMS electronic is supported by the eASY.KSEI application. In GMS electronic, the voting is conducted by poll. The 2024 Annual GMS minutes of meeting and 2024 Annual GMS resolutions are available on Company’s website. A.2.11 Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM? The Company disclosed the appointment of Independent parties, which are the Notary and the Securities Administration Bureau, to validate the votes at the 2024 AGMS. A.2.12 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? The Company announced the 2024 Annual GMS resolution on the next working day after the Annual GMS, respectively on 4 April 2024 through IDX website and Company’s website. A.2.13 Does the company provide at least 21 days notice for all AGMs and EGMs? The Company announced the notice for 2024 AGMS on 6 March 2024 in the Company's Website and IDX Website which was 28 days prior to the Annual GMS. A.2.14 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? The explanation for each agenda provided in the Company’s website 28 days prior to Annual GMS/at the same time with the announcement of the Annual GMS notice. Based on notice of 2024 AGMS and explanation of the agenda. A.2.15 Does the company give the opportunity for shareholders to place item/s on the agenda of general meetings and/or to request for general meetings subject to a certain percentage? The Company provided the opportunity to place item on the AGMS agenda subject to requirements on the Article 14 paragraph (7) the Company’s Articles of Association and related regulations. The Company has announced the opportunity to the shareholders in the announcement of Annual GMS on 14 days prior to notice of AGMS (20 February 2024). A.3 Markets for corporate control should be allowed to function in an efficient and
transparent manner
A.3.1 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?
The last acquisitions of the Company took place in 2020, related document can be accessed on Company’s website. A.4 The exercise of ownership rights by all shareholders, including institutional
investors, should be facilitatedA.4.1 Does the company disclose its practices to encourage shareholders to engage with the company beyond general meetings? The Company encouraged shareholders to engage with the Company beyond GMS through the Public Expose event. The Company has invited the shareholders to attend the latest Public Expose on 7 March 2024 through the Public Expose announcement in the Company’s website and the Indonesia Stock Exchange website. A.5 Shares and voting rights A.5.1 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)? The Company has two classes of shares (Class A and Class B), however, those two classes of shares have the same rights as shareholders (i.e to vote, to receive dividends, etc). Each Class A and Class B share shall provide the same right and equal status to its owner as stipulated in the Article 5 of the Company’s Articles of Association.
A.6 Notice of AGM A.6.1 Does each of the resolutions tabled at the most recent annual general meeting deal with only one item, i.e., there is no bundling of several items into the same resolution? The Company still has an agenda at the latest Annual GMS which has several items to be decided by shareholders. The agenda was changes in the Management of the Company where the Company appointed two members of the Board of Directors in the same agenda. A.6.2 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? The most recent notice of the 2024 Annual GMS was published in two languages (Bahasa Indonesia and English) at the same time on the Company’s website and the Indonesia Stock Exchange website. The obligation for the Company to make the notice of the GMS in two languages is also stipulated in Article 14 paragraph (6) of the Company’s Articles of Association. Does the notice of AGM/circulars have the following details: A.6.3 Are the profiles of directors/commissioners (at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? The Company published the complete profiles of the candidates of the BOD members on the Company’s website on the same date with the 2024 Annual GMS notice. A.6.4 Are the auditors seeking appointment/re-appointment clearly identified? The 2024 Annual GMS has approved the appointment of Public Accounting Firm Tanudiredja, Wibisana, Rintis & Rekan, and the appointment of Eddy Rintis, S.E., CPA, as the Public Accounting Firm and Public Accountant to audit the financial statements for the year of 2024. The Company also announced the information of the proposed Public Accounting Firm and the Public Accountant before the GMS in the Company’s website. A.6.5 Were the proxy documents made easily available? The Company has provided proxies in form of conventional or in electronic (e-proxy). The proxy document for conventional proxy is available in the Company’s website, while e-proxy can be accessed with eASY.KSEI application. The Company has informed the choices of proxies and proxy document to shareholders since the notice of Annual GMS on 6 March 2024. A.7 Insider trading and abusive self-dealing should be prohibited A.7.1 Are the directors/commissioners required to report their dealings in company shares within 3 business days? Members of the Board of Directors and the Board of Commissioners are required to report their dealing in the Company’s shares within 3 business days since the transaction as stipulated in the Policy on Trading of Shares of PT Bank Permata Tbk by Members of the Board of Commissioners and the Board of Directors. A.8 Related party transactions by directors and key executives A.8.1 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? The Company has an Audit Committee charter which stipulates that the Audit Committee provides recommendations at the request of the Board of Commissioners that includes assessments of whether there is a potential conflict of interest in the submission of material affiliated transaction plan submitted by Management to the Board of Commissioners.
The information on the procedure is disclosed in the 2023 Annual Report on page 594.
A.8.2 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? Article 18 paragraph 14 and Article 15 paragraph 2 of the Company’s Articles of Association stipulate the prohibitions of the members of the Board of Directors and the Board of Commissioners to involve in the decision-making or meetings if that member has a potential conflict of interest. This prohibition also stipulated in the Board Manual. A.8.3 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 of Legal Lending Limit ("LLL") Policy which stipulates that any loans to the Board of Directors and the Board of Commissioners are conducted with prevailing regulations. A.9 Protecting minority shareholders from abusive actions A.9.1 Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? The way to ensure that the RPTs are conducted in such a way to ensure that they are fair and at arms’ length is disclosed in the 2023 Annual Report page 321-322 , 594, and 664. A.9.2 In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders? The Company has stipulated in Article 16 paragraph 10 of the Company’s Articles of Association that any related party transactions must be approved by the GMS, in which GMS must be attended and approved by the disinterested (independent shareholders with no conflict of interest) shareholders. - Part B: Sustainability and Resilience
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B. Sustainability and Resilience B.1
Sustainability-related disclosure should be consistent, comparable and reliable, and include retrospective and forward-looking material information that a reasonable investor would consider important in making an investment or voting decision
Material Sustainability-related information should be specified
B.1.1
Does the company identify/report ESG topics that are material to the organization’s strategy?
The Company identifies ESG on sustainable finance as explained on pages 36 – 39 and page 131 of 2023 Sustainability Report of PermataBanks.
B.1.2
Does the company identify climate change as an issue?
The Company has identified climate change as an issue as disclosed in the page 48 and page 333 of the 2023 Annual Report and page 45 and page 167 of the 2023 Sustainability Report.
B.1.3
Does the company adopt an internationally recognized reporting framework or standard for sustainability (i.e. GRI, Integrated Reporting, SASB, IFRS Sustainability Disclosure Standards)? The Company adopts GRI Standards for the 2023 Sustainability Report as disclosed in the page 31, page 130, and page 136-138 of the 2023 Sustainability Report.
If a company publicly sets a sustainability-related goal or target, the disclosure framework should provide that reliable metrics are regularly disclosed in an easily accessible form
B.1.4 Does the company disclose quantitative sustainability target? The Company discloses quantitative targets on page 109 of the 2023 Sustainability Report B.1.5 Does the company disclose sustainability-related performance progress in relation to its previously set targets? The Company discloses sustainability-related performance progress for 3 consecutive years. The disclosures can be seen on pages 107-109 of the 2023 Sustainability Report. B.1.6 Does the company confirm that its Sustainability Report / Reporting is reviewed and /or approved by the Board or Board Committee? The 2023 Sustainability Report is reviewed and approved by the Board of Directors as disclosed in the page 131 of the 2023 Sustainability Report. B.2 Corporate governance frameworks should allow for dialogue between a company, its shareholders and stakeholders to exchange views on sustainability matters B.2.1 Does the company engage internal stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the
company?The Company engages with Internal and External Stakeholders to exchange views related to sustainability matters of the Company. The details about the engagement method and frequency can be seen on pages 123-124 of the 2023 Sustainability Report.
All Stakeholders can give feedback about the Sustainability Report of the Company through the feedback form, available on page 139 of the 2023 Sustainability Report. The Company also discloses its response to the previous year's feedback from Stakeholders on page 140 of the 2023 Sustainability Report.
B.2.2
Does the company engage external stakeholders to exchange views and gather feedback on sustainability matters that are material to the business of the company?
The Company engages with Internal and External Stakeholders to exchange views related to sustainability matters of the Company. The details about the engagement method and frequency can be seen on pages 123-124 of the 2023 Sustainability Report.
All Stakeholders can give feedback about the Sustainability Report of the Company through the feedback form, available on page 139 of the 2023 Sustainability Report. The Company also discloses its response to the previous year's feedback from Stakeholders on page 140 of the 2023 Sustainability Report.
B.3
The corporate governance framework should ensure that boards adequately consider material sustainability risks and opportunities when fulfilling their key functions in reviewing, monitoring and guiding governance practices, disclosure, strategy, risk management and internal control systems, including with respect to climate-related physical and transition risks Boards should assess whether the company’s capital structure is compatible with its strategic goals and its associated risk appetite to ensure it is resilient to different scenarios B.3.1
Does the company disclose that the board reviews on an annual basis that the company's capital and debt structure is compatible with its strategic goals and its
associated risk appetite?Based on the 2023 Annual Report pages 305 - 309 section Capital Structure and Management Policy on Capital Structure and Basis for Policy Determination. The Board of Directors and the Board of Commissioners also discussed the Company’s capital and debt structure in the Board of Directors meeting as disclosed on pages 557-575 of the 2023 Annual Report.
B.4 The corporate governance framework should recognize the rights of stakeholders established by law or through mutual agreements and encourage active cooperation between corporations and stakeholders in creating wealth, jobs, and the sustainability of financially sound enterprises Does the company disclose a policy and practices that address: B.4.1 The existence and scope of the company's efforts to address customers' welfare? The Company disclosed the Company’s efforts to address customer welfare in the 2023 Sustainability Report on pages 44-66. B.4.2 Supplier/contractor selection procedures? The Company has a Procurement and Vendor Management Policy to select and manage the suppliers engaged with the Company. The information is disclosed on page 698-700 of the 2023 Annual Report. B.4.3 The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? The Company ensures the process of appointing vendors is conducted in accordance with its policy and procedures, as informed on pages 698-700 of 2023 Annual Report.
The Company’s efforts to ensure that its value chain is environmentally friendly as disclosed on pages 54-62 of the 2023 Sustainability Report.
B.4.4 The company's efforts to interact with the communities in which they operate? The Company’s efforts to interact with communities as disclosed on pages 90-103 of the 2023 Sustainability Report. B.4.5 The company's anti-corruption programmes and procedures? The Company has an anti-bribery and anti-corruption policy and has a special unit that handles anti-bribery and anti-corruption.
The information is disclosed on pages 700-703 of the 2023 Annual report and pages 120-122 of the 2023 Sustainability Report.B.4.6 How creditors' rights are safeguarded? Based on Principle 7 of the Corporate Governance Guidelines for Public Companies as disclosed on page 706 of the 2023 Annual Report, stated: “Each creditor’s rights have been stipulated in the agreement between PermataBank and such creditor.”
In addition, creditor’s rights are safeguarded and have been governed in the Company’s Articles of Association in accordance with the prevailing laws and regulations. Refer to Article 29 (7) of Articles of Association:
“The liquidator must announce it in the State Gazette and in 2 (two) daily newspapers in the Indonesian language, one of which having wide circulation within the territory of the Republic of Indonesia and the other being published at the Company’s domicile as determined by the Board of Directors, with notification on such dissolution to the Company’s creditors, and also notify it to the Minister of Laws and Human Rights of the Republic of Indonesia and the Chief Executive of Capital Market Supervisor of Financial Services Authority pursuant to the laws.”
B.4.7 Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? Yes, the Company have a separate section that disclose ESG issues on 2023 Sustainability Report, with details:
- Environmental Preservation on pages 104 - 111
- Empowering the Community (Social) on pages 88 - 103
- Sustainability Governance on pages 112 - 129B.5 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights B.5.1 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? Yes. The Company has several channels to accommodate concerns from the Stakeholders for possible violation of their rights as follows:
- The contact details for the whistleblowing mechanism as disclosed on page 697 of the 2023 Annual Report and the Company’s website.
- The contact details for customer complaints as disclosed on page 224 of the 2023 Annual Report and pages 64-65 of the 2023 Sustainability Report.
- Other contact details related to investor relations as disclosed on page 63 of the Annual Report.B.6 Mechanisms for employee participation should be permitted to develop B.6.1 Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? The Company discloses the policies and practices on health, safety, and welfare for its employees in the PermataBankers Chapter, pages 68-87 of the 2023 Sustainability Report. B.6.2 Does the company explicitly disclose the policies and practices on training and development programs for its employees? The Company discloses the policies and practices on training and development programmes for its employees on pages 166-167 and pages 456-459 of the 2023 Annual Report. The information also disclosed on pages 70-72 of the 2023 Sustainability Report. B.6.3 Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? The Company has a reward/compensation policy that accounts for the performance of the Company beyond short-term financial measures as disclosed on pages 576-586 of the 2023 Annual Report. B.7 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 B.7.1 Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behavior and provide contact details via the company's website or annual report The Company have a whistleblowing policy named "Speak-Up" and the contact details for the whistleblowing as disclosed on page 697 of the 2023 Annual Report and the Company’s website. B.7.2 Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behavior from retaliation? The Company provides protection for all reporting parties as disclosed on page 697 of the 2023 Annual Report and page 121 of the 2023 Sustainability Report. - Part C: Disclosure and Transparency
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C. Disclosure and Transparency C.1
Transparent ownership structure
C.1.1
Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?
The Company discloses the information of the shareholders including owners of 5% of more on pages 168 – 171 and page 529 of the 2023 Annual Report.
C.1.2
Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?
The disclosure about major and substantial shareholders can be seen on pages 168-173 and page 529 of the 2023 Annual Report.
C.1.3
Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?
The disclosure of the direct and indirect shareholdings of the Board of Directors and the Board of Commissioners can be seen on pages 168-173 and page 529 of the 2023 Annual Report.
C.1.4
Does the company disclose the direct and indirect (deemed) shareholdings of senior management?
The disclosure of the direct and indirect shareholdings of the Board of Directors and the Board of Commissioners can be seen on pages 168-173 and page 529 of the 2023 Annual Report.
C.1.5
Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?
The Company discloses the details of parent company on pages 172-173 of the 2023 Annual Report. The Company discloses the details of subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs) on page 175 of the 2023 Annual Report.
C.2
Quality of Annual Report
Does the company's annual report disclose the following items:
C.2.1 Corporate objectives The Company disclosed it in the 2023 Annual Report, which can be accessed on Company’s website. C.2.2 Financial performance indicators
The Company disclosed the performance highlights and the financial highlights on pages 10 – 15 of the 2023 Annual Report. C.2.3 Non-financial performance indicators The Company disclosed it in the 2023 Annual Report, which can be accessed on Company’s website. C.2.4 Dividend policy The Company discloses Dividend Policy in the 2023 Annual Report, Dividend and Distribution section, pages 312-313. The Information of dividend payment history of the Company disclosed in the Company’s website. C.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 The biographical details of the members of the Board of Commissioners and the Board of Directors are available Company’s website and disclosed pages 98 - 131 of the 2023 Annual Report. Corporate Governance Confirmation Statement C.2.6 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? Stated in the 2023 Annual Report, Corporate Governance Guidelines for Public Companies section, pages 704 - 707. C.3 Remuneration of Members of the Board and Key Executives C.3.1 Is there disclosure of the fee structure for non-executive directors/commissioners? The remuneration package and facilities received by the Board of Directors, Board of Commissioners, and Sharia Supervisory Board including remuneration structure and amount has been disclosed on pages 580 - 583 of the 2023 Annual Report. C.3.2 Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] details of remuneration of each non-executive director /commissioner? The remuneration package and facilities received by the Board of Directors, Board of Commissioners, and Sharia Supervisory Board including remuneration structure and amount has been disclosed on pages 580 - 583 of the 2023 Annual Report. C.3.3 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? The Company discloses 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 on pages 580-586 of the 2023 Annual Report. C.3.4 Does the company publicly disclose [i.e. annual report or other publicly disclosed documents] the details of remuneration of each of the executive directors and
CEO [if he/she is not a member of the Board]?The Company discloses 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 on pages 580-583 of the 2023 Annual Report. C.4 Disclosure of related party transactions (RPT) C.4.1 Does the company disclose its policy covering the review and approval of material RPTs? The Company discloses the related party transaction that was conducted properly while adhering to the arm’s length principle on pages 321 – 323 of the 2023 Annual Report. C.4.2 Does the company disclose the name, relationship, nature and value for each material RPTs? The Company discloses the several RPTs including name, nature of relationship, and type of transaction on pages 321-323 of the 2023 Annual Report. C.5 Directors and commissioners dealings in shares of the company C.5.1 Does the company disclose trading in the company's shares by insiders? The Company discloses the shares ownership by members of the Board of Commissioners and the Board of Directors on pages 168 – 169 of the 2023 Annual Report. The policy on shares trading of PT Bank Permata Tbk by members of the Board of Commissioners and the Board of Directors also available on the Company’s website. C.6 External Auditor and Auditor Report
Where the same audit firm is engaged for both audit and non-audit services
C.6.1 Are the audit and non-audit fees disclosed? The Company discloses the audit and non-audit fees on External Audit section pages 180 and 678-679 of the 2023 Annual Report. C.6.2 Does the non-audit fee exceed the audit fees? The non-audit fee for the financial year of 2023 did not exceed the audit fees as disclosed on pages 678-679 of the 2023 Annual Report. C.7 Medium of Communications
Does the company use the following modes of communication?
C.7.1 Quarterly Reporting The Company published its financial statements and reports for every month and quarterly on the Company's website. C.7.2 Company Website As one of the communication channels of the Company, we ensure all stakeholders can easily access information about PermataBank through the website (www.permata.com), which contains information on PermataBank’s profile, financial information, products and services, good corporate governance, investor relations, management, etc. The Company’s website is available both in Indonesian and English version. C.7.3 Analyst's briefing The Analyst presentation is one of the communication channels to stakeholders and the Company provides Corporate presentations for analysts on the Website. C.7.4 Media briefings / press conference Press releases of the Company that communicate about the activities held by the Company can be accessed and downloaded on the Company’s website. C.8 Timely filing / release of annual / financial reports C.8.1 Are the audited annual financial report / statement released within 120 days from the financial year end? The Company published the audited financial report as of 31 December 2023 on the Company’s website and Indonesia Stock Exchange website on 13 February 2024. C.8.2 Is the annual report released within 120 days from the financial year end? The Company released the 2023 Annual Report on 6 March 2024, at the same date as the announcement of the Annual GMS Notice. The 2023 Annual Report can be accessed on the Company’s website.
The 2023 Annual Report was also published on the Indonesia Stock Exchange website on the same day.
C.8.3 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?The members of the Board of Commissioners and the Board of Directors have affirmed the 2023 Annual Report, which proven by their statements and signatures as stated on pages 58 – 59 of the 2023 Annual Report.
Directors’ Statement Regarding the Responsibility for the Financial Statements as of 31 December 2023 as disclosed on page 734 of the 2023 Annual Report.
C.9 Company Website
Does the company have a website disclosing up-to-date information on the following:
C.9.1 Financial statements/reports (latest quarterly) The Company discloses Financial Statements and reports monthly and quarterly on the Company's website. C.9.2 Materials provided in briefings to analysts and media The Company provides Corporate Presentation for analyst on the Company’s website. C.9.3 Downloadable annual report The Annual Reports of the Company can be accessed and downloaded through the Company’s website. The Annual Reports are available for the last 22 years. C.9.4 Notice of AGM and/or EGM The AGM and/or EGM notice on the Company's website. C.9.5 Minutes of AGM and/or EGM The AGM and/or EGM minutes and the summary of the minutes of the Company can be accessed on Company’s website. C.9.6 Company's constitution (company's by-laws, memorandum and articles of association) The Company’s latest Article of Association is disclosed on the Company’s website. C.10 Investor relations C.10.1 Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations? The Company discloses the contact details of the office responsible for Investor Relations and Corporate Secretary on page 63 of the 2023 Annual Report. - Part D: Responsibilities of the Board
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D. Responsibilities of the Board D.1
Board Duties and Responsibilities
Clearly defined board responsibilities and corporate governance policy
D.1.1
Does the company disclose its corporate governance policy / board charter? The Company discloses the Board Manual and other policies related to governance (such as the charter of the Board of Commissioners’ committees) of the Company which can be accessed on Company’s website.
D.1.2
Are the types of decisions requiring board of directors/ commissioners' approval disclosed?
The type of decisions from the Board of Directors that require the Board of Commissioners’ approval are stipulated in Article 18 paragraph 8 of the Company's Articles of Association which can be seen on the Company’s Articles of Association. The Company discloses its Articles of Association on the Company’s website.
The information is also disclosed on pages 534-535 of the 2023 Annual Report.
D.1.3
Are the roles and responsibilities of the board of directors/ commissioners clearly stated?
The roles and responsibilities of the Board of Commissioners are disclosed on pages 532-534 of the 2023 Annual Report.
The roles and responsibilities of the Board of Directors are disclosed on pages 547-550 of the 2023 Annual Report of the Company.
Corporate Vision/Mission
D.1.4
Does the company have an updated vision and mission statement?
The Company discloses the updated Vision and Mission of the Company on the Company’s website and the 2023 Annual Report.
The updated Vision and Mission of the Company has been discussed and reviewed on the Board of Directors’ Meeting as disclosed on page 72 of the 2023 Annual Report.
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 carries out one of its duties and responsibilities, which is developing and reviewing the Company’s strategy through the Board of Directors meeting. The agenda of the Board of Directors meeting has been disclosed on pages 561 - 567 of the 2023 Annual Report.
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 carries out the process of reviewing, monitoring, and overseeing the implementation of company strategy through Board of Directors meetings, joint meetings with the Board of Commissioners, and meetings with relevant committees.
The information of the process is reflected on the meeting agenda on pages 561 - 573 and pages 620 - 637 of the 2023 Annual Report.
D.2 Board structure Code of Ethics or Conduct D.2.1 Are the details of the code of ethics or conduct disclosed? The details of the Code of Conduct of the Company have been disclosed on pages 691 - 695 of the 2023 Annual Report. The Code of Conduct is also disclosed on the Company’s website. D.2.2 Are all directors/commissioners, senior management and employees required to comply with the code/s? All members of the Board of Directors, the Board of Commissioners, supporting organs, and all employees must comply with the Code of Conduct.
The information of the requirements as disclosed on pages 691-695 of the 2023 Annual Report.D.2.3 Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?
The Monitoring of its implementation of Code of Conduct is performed by Compliance and HR teams of the Company as disclosed on page 691 of the 2023 Annual Report. Board Structure & Composition D.2.4 Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? The number of the Board of Commissioners of the Company is 8 people, with a composition of 4 Independent Commissioners. Thus, it has fulfilled the requirements of at least 50% of the Board of Commissioners consisting of at least Independent Commissioners.
The information on the composition of the Independent Commissioners is disclosed on pages 531-532 of the 2023 Annual Report.
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? Referring to the Board Manual, the Independent Commissioner who has served for two consecutive periods can be reappointed as long as has fulfilled requirements as stipulated in prevailing OJK Regulation among others:
1) Independent Commissioner performance assessment result;
2) The assessment from the Board of Commissioners meeting stated that the Independent Commissioner can still act independently;
3) The assessment from the Head of the Internal Audit and the Executive Officer in charge of the human resources function which states that the Independent Commissioner can still act independently; and
4) Independent Commissioner’s statement at the GMS regarding his/her independence.D.2.6 Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? The limit of concurrent positions of the Board of Commissioners and the Board of Directors is stipulated in the Board Manual. D.2.7 Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? The Company doesn’t have any members of the Board of Directors who serve on more than two boards of listed companies outside the group. The information about the concurrent positions of the members of the Board of Directors is disclosed on the Company’s website, Management Structure segment. Nominating Committee D.2.8 Does the company have a Nominating Committee? The Company has a Remuneration and Nomination Committee (RNC) which is responsible for assisting the Board of Commissioners in undertaking its duties of nominating and recommending remuneration for the Board of Commissioners, Board of Directors, Sharia Supervisory Board, Independent members of the Board of Commissioners’ Committees, and overseeing the overall remuneration strategies. The information regarding the Remuneration and Nomination Committee is disclosed on pages 599-606 of the 2023 Annual Report.
D.2.9 Is the Nominating Committee comprised of a majority of independent directors/commissioners? The Remuneration and Nomination Committee (NRC) consists of 5 members:
• 2 (two) members (including chairman of the committee) are Independent Commissioners;
• 2 (two) members are a non-Independent Commissioners; and
• 1 (one) member is an Executive Officer of Human Resources (with no voting rights).The information regarding the members of the Remuneration and Nomination Committee (NRC) is disclosed on page 600 of the 2023 Annual Report.
D.2.10 Is the chairman of the Nominating Committee an independent director/commissioner? The chairman of the Remuneration and Nomination Committee (RNC) is Mr. Riswinandi, an Independent Commissioner of the Company. The information regarding the members of the Remuneration and Nomination Committee (NRC) is disclosed on page 600 of the 2023 Annual Report and the complete profile of Mr. Riswinandi is disclosed on pages 112-113 of the 2023 Annual Report. D.2.11 Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? The Company discloses the details of the Remuneration and Nomination Committee including terms of reference and charter on pages 599-606 of the 2023 Annual Report. The charter of Remuneration and Nomination Committee can also be accessed on the Company’s Website.
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? In 2023, the Remuneration and Nomination Committee held 6 meetings. The detailed information regarding the meeting agenda and attendance of the members is disclosed on pages 604-605 of the 2023 Annual Report. Remuneration Committee/ Compensation Committee D.2.13 Does the company have a Remuneration Committee? The Company has a Remuneration and Nomination Committee (RNC) which is responsible for assisting the Board of Commissioners in undertaking its duties of nominating and recommending remuneration for the Board of Commissioners, Board of Directors, Sharia Supervisory Board, Independent members of the Board of Commissioners’ Committees, and overseeing the overall remuneration strategies.
The information regarding the Remuneration and Nomination Committee is disclosed on pages 599 – 606 of the 2023 Annual Report.
D.2.14 Is the Remuneration Committee comprised of a majority of independent directors/commissioners? The Remuneration and Nomination Committee (NRC) consists of 5 (five) members:
• 2 (two) members (including chairman of the committee) are Independent Commissioners;
• 2 (two) members are non-Independent Commissioners; and
• 1 (one) member is an Executive Officer of Human Resources (with no voting rights).The information regarding the members of the Remuneration and Nomination Committee (NRC) is disclosed on page 600 of the 2023 Annual Report.
D.2.15 Is the chairman of the Remuneration Committee an independent director/commissioner? The chairman of the Remuneration and Nomination Committee (RNC) is Mr. Riswinandi, an Independent Commissioner of the Company. The information regarding the members of the Remuneration and Nomination Committee (NRC) is disclosed on page 600 of the 2023 Annual Report and the complete profile of Mr. Riswinandi is disclosed on pages 112-113 of the 2023 Annual Report. D.2.16 Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee? The Company discloses the details of the Remuneration and Nomination Committee including terms of reference and charter on pages 599-606 of the 2023 Annual Report. The charter of Remuneration and Nomination Committee can also be accessed on the Company’s Website. 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? In 2023, the Remuneration and Nomination Committee held 6 meetings. The detailed information regarding the meeting agenda and attendance of the members is disclosed on pages 604-605 of the 2023 Annual Report. Audit Committee D.2.18 Does the company have an Audit Committee? The Company has an Audit Committee to assist the Board of Commissioners in performing its supervision functions,
duties and responsibilities effectively and independently,
particularly on the implementation and reporting of financial records, the adequacy of risk management, the
effectiveness and independence of internal controls, and
effectiveness of audits conducted by external and internal auditors. The detailed information regarding the Audit Committee of the Company is disclosed on pages 588-599 of the 2023 Annual Report.D.2.19 Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? The Audit Committee of the Company comprises of 4 (four) members who are entirely independent namely:
• 2 (two) members (include chairman) are Independent Commissioners; and
• 2 (two) members are Independent Parties.The detailed composition of the Audit Committee of the Company is disclosed on page 590 of the 2023 Annual Report and the detailed profile of each member is disclosed on pages 108-111 and pages 140-143 of the 2023 Annual Report.
The Audit Committee profile also available on the Company's website.
D.2.20 Is the chairman of the Audit Committee an independent director/commissioner? The Chairman of the Audit Committee of the Company is Mr. Goei Siauw Hong, who is an Independent Commissioner of the Company. The information of the chairman is disclosed on page 590 of the 2023 Annual Report and its detailed profile is disclosed on pages 108-109 of the 2023 Annual Report.
The profile Chairman of the Audit Committee is available on the Company's website.
D.2.21 Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? The Company discloses the detailed information regarding the Audit Committee of the Company including its terms of reference, structure, and charter on pages 588-599 of the 2023 Annual Report.
The charter also disclosed on the Company’s website.
D.2.22 Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? The members of the Audit Committee which are the Independent Commissioners, namely Mr. Goei Siauw Hong and Mr. Yap Tjay Soen, have the required accounting expertise and experience. Their profiles are disclosed on pages 108-111 of the 2023 Annual Report and can be viewed on the Company’s website.
The Audit Committee profile also available on the Company's website.
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? Based on Committee Audit Charter, the Audit Committee meeting must be held at least once a month. In 2023, the Audit Committee had 15 (fifteen) meetings in total. The detailed Audit Committee meeting implementations including the total meeting and attendance are disclosed on pages 597-598 of the 2023 Annual Report. D.2.24 Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? One of the responsibilities of the Audit Committee is to provide recommendations and evaluations on the external auditor. The duties and responsibilities of the Audit Committee are disclosed on pages 594 - 596 of the 2023 Annual Report and on the charter which can be viewed on the Company’s website. D.3 Board Processes Board meeting and attendance D.3.1 Are the board of directors meeting scheduled before the start of financial year? The Board of Commissioners and the Board of Directors meetings are scheduled before the start of the financial year. The information is disclosed on page 557 and page 560 of the 2023 Annual Report as well as in the Board Manual, section the Board of Directors Meetings and the Board of Commissioners Meetings. D.3.2 Does the board of directors/commissioners meet at least six times during the year? As stipulated in Article 19 of the Company’s Articles of Association, the Board of Directors is required to have at least 1 (one) meeting every month. As stipulated in Article 22 of the Company’s Articles of Association, the Board of Commissioners is required to have at least 1 (one) meeting every 2 (two) months.
In 2023, the Board of Directors had 39 (thirty-nine) internal meetings in total and the Board of Commissioners had 6 (six) internal meetings in total. The joint meeting of the Board of Commissioners and the Board of Directors was held 12 (twelve) times in 2023.
Detailed information regarding the total meetings and attendance of the Board of Directors and the Board of Commissioners as well as the joint meeting is disclosed on pages 559-560 and pages 567-568 of the 2023 Annual Report.
D.3.3 Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? The attendance frequency of each member of the Board of Commissioners and the Board of Directors in the board meetings has fulfilled more than 75% of all board meetings in 2023. The attendance frequency of the members of the Board of Commissioners and the Board of Directors of the Company is disclosed on pages 559-560 of the 2023 Annual Report. D.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? As stated in the Company’s Articles of Association Article 19 paragraph 9 and Article 22 paragraph 10, the Board of Commissioners and the Board of Directors meetings shall be valid and entitled to binding resolution if attended by at least 2/3 members of the total board members.
The require minimum quorum is also disclosed on page 557 and page 560 of the 2023 Annual Report.
D.3.5 Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? In 2023, the Board of Directors had 39 (thirty-nine) internal meetings in total and the Board of Commissioners had 6 (six) internal meetings in total.
Detailed information regarding the total meetings and attendance of the Board of Directors and the Board of Commissioners is disclosed on pages 559-560 of the 2023 Annual Report.
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? As stipulated in the Board Manual, the board papers for the Board of Commissioners and the Board of Directors must be delivered at the latest 5 (five) days before the meeting, excluding the date of the meeting. D.3.7 Does the company secretary play a significant role in supporting the board in discharging its responsibilities? The Company has a Corporate Secretary function with significant roles in supporting the board responsibilities. The detailed implementations of Corporate Secretary duties and responsibilities are disclosed on page 638 of the 2023 Annual Report. D.3.8 Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? The Corporate Secretary of the Company is Mrs. Katharine Grace, who has sufficient qualifications in legal and corporate secretarial matters. The qualifications are supported by training taken regularly. The detailed profile of the Corporate Secretary and the information of training taken in 2023 are disclosed on pages 158-159 of the 2023 Annual Report and on the Company’s website. Board Appointments and Re-Election D.3.9 Does the company disclose the criteria used in selecting new directors/commissioners? The requirements and criteria of the candidate of the new director/commissioner has been disclose on pages 530 - 531 and pages 544 - 546 of the 2023 Annual Report. D.3.10 Did the company describe the process followed in appointing new directors/commissioners? The procedures and process for each nomination for the new director/commissioner are disclosed on pages 530, 543-544, 584, and 586 of the 2023 Annual Report. The process is also disclosed in the charter of the Remuneration and Nomination Committee. 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? Referring to Article 17 paragraph 2 of the Company’s Articles of Association, the term of office of the members of the Board of Directors is 3 (three) years and subject to re-election.
Referring to Article 20 paragraph 3 of the Company’s Articles of Association, the term of office of the members of the Board Commissioners is 3 (three) years and subject to re-election.
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?One of the resolutions of the Annual General Meeting of Shareholders (AGMS) of the Company held on 3 April 2024 is the approval of the remuneration for the Board of Commissioners, the Board of Directors, and the Sharia Supervisory Board. D.3.13 Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executive with long-term interests of the company, such as claw back provision and deferred bonuses? Companies have measurable standards to align performance-based remuneration with the Company's long-term interests, such as claw back provisions and deferred bonuses as disclosed on pages 578-579 of the 2023 Annual Report. Internal Audit D.3.14 Does the company have a separate internal audit function? The Company has a separate internal audit function and the detailed information on the Internal Audit function as disclosed on pages 641 – 649 of 2023 Annual Report. D.3.15 Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? Chief of Internal Audit of the Company is Mrs. Anke Subandy. The information of her profile is disclosed on pages 152-153 of 2023 Annual Report. D.3.16 Does the appointment and removal of the internal auditor require the approval of the Audit Committee? Based on the Audit Committee Charter, the Audit Committee provides recommendations to the Board of Commissioners regarding the appointment and dismissal of the Chief of Internal Audit. 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? The Company established sound internal control procedures and has periodically reviewed the effectiveness of that framework. The detailed information of the Internal Control System is disclosed on pages 679 - 686 of the 2023 Annual Report. 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 Board of Directors and Board of Commissioners have conducted reviews of the Company’s material controls (including operational, financial, and compliance control) and the risk management system. The disclosure of reviews by the Board od Commissioners and the Board of Directors is disclosed on pages 332-338 and pages 680-682 of the 2023 Annual Report.
Additional information regarding the meeting agenda of the Board of Commissioners and the Board of Directors discussing the review of the Company’s material controls and risk management system is disclosed on pages 561 - 567, 569 - 573, and 613 - 617 of the 2023 Annual Report.
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)? The Company discloses the key risk to which the Company is materially exposed to on pages 341-342 of the 2023 Annual Report. 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 statement from the boards on the adequacy of the Company's internal controls/risk management systems is disclosed on pages 685-686 of the 2023 Annual Report.
The statement from the Audit Committee on the adequacy of the Company's internal controls/risk management systems is disclosed on page 598 of the 2023 Annual Report.
D.4 People on the Board Board Chairman D.4.1 Do different persons assume the roles of chairman and CEO? The President Commissioner of the Company is Mr. Chartsiri Sophonpanich, and the President Director is Mrs. Meliza Musa Rusli.
The profiles of the President Commissioner and the President Director are disclosed on pages 98 – 99 and pages 116 – 117 of the 2023 Annual Report and on the Company’s website.
D.4.2 Is the chairman an independent Director/ Commissioner? The President Commissioner of the Company is Mr. Chartsiri Sophonpanich.
The profile of the President Commissioner is disclosed on pages 98 – 99 of the 2023 Annual Report and on the Company’s website.
D.4.3 Is any of the directors a former CEO of the company in the past 2 years? There is no member of the Board of Directors who was a former President Director/CEO of the Company in the past 2 (two) years.
The detailed profiles of the members of the Board of Directors including past work experiences is disclosed on pages 116-131 of the 2023 Annual Report.
D.4.4 Are the roles and responsibilities of the chairman disclosed? The Company discloses the responsibilities of the President Commissioner on page 534 of the 2023 Annual Report. 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? PermataBank has 4 (four) Independent Commissioners out of 8 (eight) the Board of Commissioners members. The composition of the Board of Commissioners is disclosed on page 532 of 2023 Annual Report and available on Company’s website. 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? All members of the Board of Commissioners have prior working experiences in the finance and banking sectors.
The detailed profiles of the Board of Commissioners are disclosed on pages 98 - 113 of the 2023 Annual Report.
D.5 Board Performance
Director Development
D.5.1 Does the company have orientation programs for new directors/commissioners? The Company has orientation program for new Commissioners and Directors as disclosed on page 538 and pages 552-553 of 2023 Annual Report.
This is in line with the Board Manual of the Company which requires a new member of the Board of Commissioners and the Board of Directors to receive a formal and adequate induction program and all information relevant to their roles and responsibilities.
D.5.2 Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programs? The policy that encourage of the Board of Directors and the Board of Commissioners to have competency /continuous education programs is stipulated in the Board Manual. The information of the policy is disclosed on page 538 and pages 552-553 of the 2023 Annual Report.
The detailed information regarding training taken by the Board of Commissioners and the Board of Directors in 2023 is disclosed on pages 98 – 131 of 2023 Annual Report.
CEO/Executive Management Appointments and Performance 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? The Company discloses the succession of the Board of Directors on page 603 of 2023 Annual Report. D.5.4 Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? The information on the annual performance assessment of the President Director is disclosed on page disclosed the performance assessment of the Board Directors in the 2023 annual report on pages 553 and 585. 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? The Company discloses the performance assessment of the Board of Commissioners and the Board of Directors on pages 553 – 554 and pages 583 – 585 of 2023 Annual Report. Director Appraisal D.5.6 Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? The Company discloses the performance assessment of the Board of Commissioners and the Board of Directors on pages 553 – 554 and pages 583 – 585 of 2023 Annual Report. 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? The Company discloses the assessment of the committees under the Board of Commissioners on pages 540-541 of 2023 Annual Report.
The Company discloses the assessment of the committees under the Board of Directors on pages 554-555 of 2023 Annual Report.
The information of the result of the annual assessment of the committees under the Board of Commissioners is disclosed on pages 32-33 of 2023 Annual Report.
The information of the result of the annual assessment of the committees under the Board of Directors is disclosed on pages 49-50 of 2023 Annual Report.
- Level 2: Bonus
-
Level 2 Bonus Items Explanation (B) A.
Rights and Equitable Treatment 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?
On the last Annual GMS held on 3 April 2024, the Company practiced secure electronic voting in absentia using the e-GMS application, which is eASY.KSEI provided by PT Kustodian Sentral Efek.
The mechanism of the electronic voting is disclosed in the Rules for the Annual General Meeting of Shareholders which can be downloaded on the Company’s website.
(B) A.2
Equitable treatment of shareholders
(B) A.2
Notice of AGM
(B) A.2.1
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? The Company issued notice of the Annual GMS 28 days prior to the date of Annual GMS, which was on 6 March 2024. The Annual GMS was convened on 3 April 2024.
The information of the notice can be downloaded on the Company’s website.
(B) B.
Sustainability and Resilience (B) B.1
(B) B.1.1
Does the company disclose how it manages climate-related risks and opportunities?
The Company is committed to supporting government initiatives to address climate change. In 2023, the Company has begun preparation of climate risk stress testing to assess the impact of climate change risks on the Company’s future performance as stated on page 48 of 2023 Annual Report. (B) B.1.2 Does the company disclose that its Sustainability Report / Sustainability Reporting is externally assured? The Sustainability Report has not yet been examined and verified by an independent third party. However, the Company assures that all information contained herein has been reviewed by the Company’s internal stakeholders to ensure its validity as disclosed on page 130 of 2023 Sustainability Report. (B) B.1.3 Does the company disclose the engagement channel with stakeholder groups and how the company responds to stakeholders’ ESG concerns? The Company engages its stakeholders by exchanging views and gathering feedback to enhance ESG performance through various channels. The engagement with stakeholders through various channels is disclosed on page 110 and pages 122 - 124 of 2023 Sustainability Report. (B) B.1.4 Does the company have a unit / division / committee who is specifically responsible to manage the sustainability matters? The Company has a unit that is specifically responsible for managing the sustainability matters. The Company also has formed a Sustainability Committee.
The information on Sustainability Unit and Sustainability Committee is disclosed on pages 116 – 117 of 2023 Sustainability Report.
(B) B.1.5 Does the company disclose board of Directors /Commissioners' oversight of sustainability-related risks and opportunities? In 2023, the Company has formed a special unit related to Sustainability that responsible for coordinating the comprehensive development and implementation of sustainable finance practices. In 2023, the Company also formed a Sustainability Committee comprising members of the Board of Directors and senior management in the Company, to ensure effective oversight of the implementation of sustainability. The information on the Sustainability Unit and Sustainability Committee is disclosed on pages 116 – 117 of 2023 Sustainability Report and pages 635-637 of 2023 Annual Report. (B) B.1.6 Does the company disclose the linkage between executive directors and senior management remuneration and sustainability performance for the previous year? N/A (B) B.1.7 Is the company’s Whistle Blowing System managed by independent parties / institutions? Referring to the Company’s Speak-Up Policy No. POLCL2021006-2, it is stated that further investigations into Speak-Up reports that: 1. involve members of the Board of Commissioners, Board of Directors and/or Board of Management or
2. are indicated as systemic/massive fraud or
3. are indicated as structured or complex credit fraudwill be conducted using independent/trusted external investigators appointed by the Speak-Up Council.
(B) C.
Disclosure and transparency (B) C.1
Quality of Annual Report (B) C.1.1 Are the audited annual financial report /statement released within 60 days from the financial year end?
The Company has published audited annual financial report as of 31 December 2023 on the Company's website and on the Indonesia Stock Exchange website on 13 February 2024. The audited annual financial report can be downloaded on Company’s website. (B) D Responsibilities of the Board (B) D. 1 Board Competencies and Diversity (B) D.1.1 Does the company have at least one female independent director/commissioner? The company has considered female talents in the nomination committee to improve the diversity aspect of the supervisory board. (B) D.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? The Company have a policy on implementing its board diversity as stipulated in the Board Manual. The statement of the diversity of the Board of Commissioners and the Board of Directors is disclosed on pages 555 – 556 of 2023 Annual Report.
The Company also disclosed the diversity in the profile of the Board of Commissioners and the Board of Directors on pages 98 - 131 of 2023 Annual Report.
(B) D. 2 Board Structure (B) D. 2. 1 Is the Nominating Committee comprise entirely of independent directors/commissioners? The composition of the Remuneration and Nomination Committee comprise of two Independent Commissioners, two non Independent Commissioners and one representative from HR Executive. (B) D. 2. 2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? As regulated in the Remuneration and Nomination Committee Charter, the recommendation shall be based on evaluation of determined criteria, citizenship, integrity, competencies and financial reputation of candidates of the Board of Commissioners and/or the Board of Directors member.
The details about Remuneration and Nomination Committee are disclosed on pages 584 – 586 of 2023 Annual Report and in the Remuneration and Nomination Committee Charter.(B) D. 3 Board Appointments and Re-Election (B) D. 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? The Company uses professional search firms, namely Global Sage, to search for external candidates for members of the Board of Directors and talents required by the Company. The information of professional search firms is disclosed on page 579 of 2023 Annual Report. (B) D. 4 Board Structure & Composition (B) D. 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? PermataBank has 4 (four) Independent Commissioners out of 8 (eight) the Board of Commissioners members. The composition of the Board of Commissioners is disclosed on page 532 of 2023 Annual Report and available on Company’s website.
(B) D. 5 Risk Oversight (B) D.5.1 Does the company disclose that its Board identified key risk in relation to information technology including disruption, cyber security, and disaster recovery, to ensure that such risks are managed and integrated into the overall risk management framework? The identification of key risk related with IT by the Board is disclosed on pages 409-410 and pages 467 – 468 of 2023 Annual Report. (B) D. 6 Board Performance (B) D.6.1 Does the company have a separate board level Risk Committee? The Company established 2 (two) Risk Committees, namely Risk Management Committee at the Board of Directors level and Risk Oversight Committee at the Board of Commissioners level.
The role and membership of each Committee are disclosed on pages 606 - 618 and pages 619 – 637 of 2023 Annual Report.
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