Terms and Conditions PermataUltimate Card

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.

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.

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.

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

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

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

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.

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.

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.

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.”

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 - 129

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.

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:

Financial performance indicators

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]?

External Auditor and Auditor Report

Where the same audit firm is engaged for both audit and non-audit services

Medium of Communications

Does the company use the following modes of communication?

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.

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.

Company Website

Does the company have a website disclosing up-to-date information on the following:

D.1

Board Duties and Responsibilities

Clearly defined board responsibilities and corporate governance policy

D.1.1

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.

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.

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.

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

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

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.

Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the
senior executives?

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.

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.

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.

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.

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.

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.

Board Performance

Director Development

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.

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.

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.

(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

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.

(B) B.1

(B) B.1.1

Does the company disclose how it manages climate-related risks and opportunities?

PermataBank recognizes that climate change will impact banking business activities. Consequently, PermataBank has identified climate-related risks that could financially affect the bank. Several climate risk that potentially occur in the short to medium term is transition risk, while in the long term includes physical risk. This is aligned with regulator’s encouragement for banks to develop climate risk management, integrating climate-related risks into risk management framework and capturing new opportunities, which PermataBank also prioritizes the efforts.
PermataBank is gradually adjusting its strategy in line with government directions. The government has committed to the Paris Agreement and achieving the Sustainable Development Goals (SDGs). On top of that, the Financial Services Authority (OJK) has issued the Sustainable Finance Roadmap Phase II. One ongoing PermataBank’s initiative supporting the government’s targets is the emission calculation from operations using methods aligned with the GHG Protocol, which allows PermataBank to monitor each initiative for emission reductions.
Moving forward, PermataBank will consider climate-related issues when developing strategies, policies, and other operational aspects. Through the establishment of a Sustainability Committee, PermataBank's board members are responsible for formulating sustainability and climate strategies, developing policies and targets, and monitoring the implementation and disclosures. Updates on these matters are provided through the Sustainability Committee Meeting, which is held at least once a year.

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. 

In order to maintain the independence of the Speak Up Reporting process, Mr. Goei Siauw Hong as a Independent Commissioner has direct access to all reports in each Speak Up Reporting channel.
In carrying out its functions and responsibilities, the Speak Up Administrator is directly supervised by the Independent Commissioner.

(B) C.

(B) C.1

Are the audited annual financial report /statement released within 60 days from the financial year end?

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.

Based on Remuneration and Nomination Committee Charter, the Remuneration and Nomination Committee shall provide reccommendation of a candidate after identifying the quality of the candidate aligned with the Company's strategic directions.

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.

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.