Tabungan Negara (Persero) Tbk. Article I. Adding definition in Article I General Definition, as follows:

Transcription

1 Tabungan Negara (Persero) Tbk. Article I Adding definition in Article I General Definition, as follows: 28. Scheduled Meeting is: a. Meeting of the Board of Commissioners which shall be held 1 (once) in 2 (two) months; b. Meeting of the Board of Directors shall be held 1 (once) in every month which shall be scheduled before the current year. Article II Some provisions in the appendix to the Joint Decree of the Board of Commissioners of PT. Bank Tabungan Negara (Persero) Tbk. Number: 01/KOM-BTN/2015 and Board of Directors of PT. Bank Tabungan Negara (Persero) Tbk. Number: SKB-01/DIR- BTN/2015 on Guidelines Operational Procedures For Commissioners And Directors (Board Manual) of PT. Bank Tabungan Negara (Persero) Tbk. amended as follows: 1. The provisions of Chapter II number 2.3 is added provisions in item up to to read as follows: 2.3. Duties of the Board of Commissioners President Commissioner is coordinator of the Board of Commissioners with the following tasks: Ensuring Board of Commissioners functions runs well; Chaired the Board of Commissioners meeting; 6

2 Coordinating and setting the agenda for Board of Commissioners meeting effectively, including policy and strategic issues; Creating a openness culture and facilitate constructive discussion; Ensuring accurate information and appropriate between Board of Commissioners and Board of Directors; Providing advice and maintain an effective and healthy relationship with Board of Directors. Duties of Board of Commissioners include the following: Supervising the management policy, the course of management of the Bank by the Board of Directors including the supervision of the implementation of the Long Term Plan (RJP), Annual Work Plan and Budget (RKAP), the Articles of Association and the decision of GMS, rules and legislation, in the interests of the Company in accordance with point and the Company's business objectives and perform the tasks specifically assigned to it by Articles of Association, rules and regulations and/or GMS Member of Board of Commissioners shall perform the duties and responsibilities referred to in 1 Article 15 paragraph 1. Article of Association 7

3 points good faith, full of responsibility, and prudence Perform tasks that are specifically assigned to them by the Articles of Association, regulations, provisions of Bank Indonesia/Financial Services Authority and/or decision of GMS, as stipulated in point above, which is: Oversee and advise the Board of Directors in conducting business activities of the Bank (management policy by the Board of Directors) Overseeing the effective implementation of GCG Approve and evaluate the risk management policy Evaluate the accountability of Directors on the implementation of Risk Management policy Evaluate and decide on the requests of Directors relating to Transaction that require approval from Board of Commissioners 6. 2 Article 15 paragraph 2b1. Article of Association 3 Article 9 paragraph 1. PBI No.8/4/PBI/ Article 6 paragraph a. PBI No.5/8/PBI/ Article 6 paragraph b. PBI No.5/8/PBI/ Article 6 paragraph c. PBI No.5/8/PBI/2003 8

4 Supervise the implementation of tasks and responsibilities of Board of Directors, as well as providing advice to the Board of Directors Monitor the Company 8 compliance with Bank Indonesia regulations/financial Services Authority and legislation and commitment to Bank Indonesia/Financial Services Authority and other parties in accordance with laws and regulations and/or agreements Direct, monitor, and evaluate the development and utilization of information technology Proposes external auditor to be approved in the GMS and to monitor the implementation of external auditor assignment Prepare the division of duties among the members of the Board of Commissioners in accordance with the expertise and experience of each member of the Board of Commissioners, Develop an anual work program and performance targets of the Board of Commissioners and review mechanism on the performance of the Board of Commissioners. 7 Article 9 paragraph 2. PBI No.8/4/PBI/ Article 2 paragraph 3. PBI No.13/2/PBI/2011 9

5 Develop mechanisms to deliver information from the Board of Commissioners to the stakeholders Be accountable for the implementation of the duties of the Board of Commissioners to the GMS In connection with the implementation of the Action Plan GCG Improvement, Board of Commissioners to supervise the implementation of prudent credit management and implementation of GCG in all business activities of the Company at all levels of the organization, as follows: Evaluate and supervise the policies established whether Board of Directors is in accordance with the principles of good corporate governance or not Board of Commissioners carry out its duty to oversee that Board of Directors has followed up on audit findings and recommendations of the internal audit unit, external auditor, Bank Indonesia supervision result/financial Services Authority, through the efforts of: Conduct meeting with Board of Directors and/or Internal Audit Division to discuss audit findings Monitoring follow-up settlement of the findings. 10

6 Commissioned member of Audit Committee to conduct exit meeting at the working units in the framework of the operational supervision of Company (including but not limited to credit management) In connection with the implementation of Action Plan of GCG Improvement, Board of Commissioners conduct active supervision by Board of Commissioners and/or Board of Commissioners and Board of Directors, on implementation of GCG implementation, especially issues of: Implementation of self assessment GCG by analyzing, evaluating and providing recommendations on implementation of GCG self assessment, to the giving consent of determination to the GCG composite value Implementation of GCG implementation strategy. 2. The provisions of Chapter II number added provisions in point and to read as follows: Conflict of Interest 9 Conflict of interest is a condition where the economic interests of the Company conflict with personal 9 Romawi V SE BI No.15/15/DPNP/