PT. BANK RAKYAT INDONESIA (Persero) Tbk.
ASEAN Corporate Governance Scorecard

Part

Item

Practice

Source Information

A.1

Basic Shareholder Rights

A.1.1

Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being (i) declared for interim dividends and (ii) approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days.

Interim Dividend:
Bank BRI didn't distribute interim dividend.

Script dividend:
Bank BRI didn't distribute script dividend.

Final dividend:
Bank BRI paid final dividend for FY 2018 29 days after being approved by shareholders.
AGMS date = 15 May 2019,
Dividend payment date = 13 June 2019

Summary of Minutes of 2019 BRI AGMS
http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

A.2

Right to participate in decisions concerning fundamental corporate changes.

A.2.1

Amendments to the company's constitution?

Bank BRI shareholders have the right to participate in the amendments to the company's constitution. There are conditions set where amendment of the Articles of Association:

  • Does not require approval from the Minister of Law
  • Require approval from the Minister of Law
  1. Articles of Association, Article 25 Section 4 & 5
  2. Articles of Association, Article 28 Section 2
    http://ir-bri.com/misc/ACGS/Part-A/A-2-1-Article-of-association-Article-25-28.pdf

A.2.2

The authorization of additional shares?

Shareholders have the right to participate in the authorization of additional shares.

Shares that are still in deposits will be issued by the Board of Directors according to the Company's capital requirements at the time and in the manner and price and conditions set by the Meeting of the Board of Directors with the approval of GMS.

Articles of Association, Article 4 Section 5
http://ir-bri.com/misc/ACGS/Part-A/A-2-2-Article-of-association-Article-4-Section-5.pdf
http://ir-bri.com/misc/Articles_of_Association.pdf

A.2.3

The transfer of all or substantially all assets, which in effect results in the sale of the company?

Shareholders have the right to participate in the transfer of all or substantially all assets, which in effect results in the sale of the company. The Board of Directors shall request approval of the GMS to transfer the company's assets.

The information is mentioned in:

A.3

Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.

A.3.1

Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?

Shareholders have the opportunity to approve remuneration or any increases in remuneration for the non-executive directors / commissioners.

The information is mentioned in:

  1. Articles of Association, Article 5 Section 4
    http://ir-bri.com/misc/ACGS/Part-A/A-3-1-Article-of-association-Article-5-section-4.pdf
  2. Summary of Minutes of 2018 AGMS, Third Agenda
    http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

A.3.2

Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?

Procedure for election of members of Board of Directors/Board of Commissioners shall comply with Regulation of the Minister of State-Owned Enterprise No. No.PER-04/MBU/2009 dated November 16, 2009 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise the latest amendments which of those regulations are as follows:

  1. Regulation of the Minister of State-Owned Enterprise No. No.PER-03/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise, Chapter III.C.15 - UKK.
  2. Regulation of the Minister of State-Owned Enterprise No. No.PER-02/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Commissioners and Board of Supervision of the State-Owned Enterprise, Chapter III.C.11 - Evaluation.
  1. Regulation of the Minister of State-Owned Enterprise Number PER-03/MBU/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise. Chapter III.C.15 -Fit and Proper Test
  2. Articles of Association of Bank BRI FY 2018, Article 11, section 10 (page 38)
  3. Articles of Association of Bank BRI FY 2018, Article 14, section 12 (page 75)
http://ir-bri.com/misc/Articles_of_Association.pdf

A.3.3

Does the company allow shareholders to elect directors/commissioners individually?

Members of the Board of Directors are appointed and dismissed by the GMS. This provision shall also apply to the GMS held in order to revoke or strengthen the decision of temporary dismissal of members of the Board of Directors.

The information is mentioned in:

1. Summary of Minutes of 2019 AGMS, Fifth Agenda

http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

2. Articles of Association BRI, article 11 Section 10

http://ir-bri.com/misc/ACGS/Part-A/A-3-3-Article-of-association-Article-11-section-10.pdf

3. Articles of Association BRI, article 14 Section 12

http://ir-bri.com/misc/ACGS/Part-A/A-3-3-Article-of-association-Article-14-section-12.pdf

A.3.4

Does the company disclose the voting procedures used before the start of meeting?

Bank BRI disclosed the voting procedures used at GMS in company website

BRI Website

http://ir-bri.com/general_meeting_of_shareholders.html

Code of Conduct AGMS

http://ir-bri.com/misc/NL/Code-of-Conduct-AGMS-2018.ppt

A.3.5

Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded?

The questions raised by shareholders and answers given were recorded in Summary of Minutes of 2019 AGMS

Summary of Minutes of 2019 AGMS
http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

Questions and Answers Session of 2019 AGMS
http://ir-bri.com/misc/NL/Questions-and-Answers-Session-of-The-AGM-2019.pdf

A.3.6

Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM?

Voting results including approving, dissenting, and abstaining votes for all resolutions / each agenda item for the 2019 AGMS.

Summary of Minutes of 2018 AGMS, Section F

http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

A.3.7

Does the company disclose the list of board members who attended the most recent AGM?

Board of Directors and Board of Commissioners who attended the 2019 AGMS.

Summary of Minutes of 2018 AGMS, Section B

http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

A.3.8

Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM?

Bank BRI disclose the list of Board of Directors and Board of Commissioners who attended the 2018 AGMS.

Summary of Minutes of 2018 AGMS, Section B

http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

A.3.9

Does the company allow voting in absentia?

The attendance of a shareholder in the GMS can be represented by other shareholders or by a third party authorized by a letter of attorney. Members of the Board of Directors, Board of Commissioners, secretary of the Board of Commissioners, and the Bank's employees can represent a shareholder in the GMS however shall not cast a vote on behalf of the shareholders.

1. BRI Website

http://ir-bri.com/general_meeting_of_shareholders.html

2. Articles of Association, Article 25 Section 9, 12, 13

http://ir-bri.com/misc/ACGS/Part-A/A-3-9-Article-of-association-Article-25section-91213.pdf

A.3.10

Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?

Bank BRI vote by poll for all resolutions at the AGMS.

Voting mechanism in GMS:

1. Shareholders or their proxies that are abstain and against the proposed agenda are requested to raise their hands and submit their votes;

2. Shareholders or their proxies that do not raise their hands are deemed in favor of the proposed agenda or item in discussion;

3. Shareholders or their proxies that are abstain will be counted as the same votes with the majority of shareholders who cast their votes;

4. The notary announces voting result.

1. BRI Website

http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

A.3.11

Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM?

Bank BRI used independent party to count and/or validate the votes at the 2019 AGMS.

Summary of Minutes of 2018 AGMS

http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

A.3.12

Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM/EGM for all resolutions?

Bank BRI has published voting results under 2019 GMS within 1 (one) business day after Performance to AGMS on the date of 16 May 2019

Summary of Minutes of 2018 AGMS

http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

A.3.13

Does the company provide at least 21 days notice for all AGMs and EGMs?

Summons for 2018 AGMS: 23 April 2019
Performance of 2018 AGMS: 15 May 2019
Bank BRI provide 22 days notice for 2018 AGMS.

1. Summary of Minutes of 2018 AGMS

http://ir-bri.com/misc/NL/BRI_Announcement_Summary_of_Minutes_of_AGM_2019.pdf

2. Notice of 2019 AGMS

http://ir-bri.com/misc/NL/Invitation_notice_of_AGM_BRI_2018.pdf

A.3.14

Does the company provide the rationale and explanation for each agenda item which require shareholders' approval in the notice of AGM/circulars and/or the accompanying statement?

The rationale and explanation for each agenda item which require shareholders' approval in the notice of AGM

1. Notice of AGMS

http://ir-bri.com/misc/NL/Invitation_notice_of_AGM_BRI_2018.pdf

2. Meeting Material 2018 AGMS

http://ir-bri.com/misc/NL/2019-AGM-Meeting-Material.pdf

A.3.15

Does the company give the opportunity for shareholder to place item/s on the agenda of AGM?

Shareholders may propose the agenda of the Meeting in writing to the Board of Directors no later than 7 (seven) days prior to the call of the GMS.

Shareholders who may propose the agenda of the Meeting as referred to in letter a are:

1. Series A Dwiwarna Shareholder;

2. 1 (one) shareholder or more representing 1/20 (one twentieth) or more of the total shares issued by the Company with valid voting rights.

Articles of Association, Article 23 Section 6

http://ir-bri.com/misc/ACGS/Part-A/A-3-15-Articles-of-Association-Article-23-Section-6.pdf

A.4

Markets for corporate control should be allowed to function in an efficient and transparent manner.

A.4.1

In cases of mergers, acquisitions and/or takeovers requiring shareholders' approval, does the board of directors/commissioners of the company appoint an independent party to evaluate the fairness of the transaction price?

Bank BRI has disclosed information related to Investment, Expansion, Divestment, Acquisition and/or Restructuring of Debt/Capital in the Annual Report of Bank Mandiri, stated that the engagement of third party's services to asses fairness of Investment, Acquisition, Divestment and Restructuring transactions made subject to the capital market applicable provisions.

1. Annual Report, Page 303

http://ir-bri.com/misc/ACGS/Part-A/A-4-1-Investment-Expansion-Divestment-Acquisition-and-Restructuritaation.pdf

2. BRI Website

http://ir-bri.com/newsroom/694215-B.240-SKP-KSK-KeterbukaanInformasiPTDanareksaSekuritas.pdf

http://ir-bri.com/newsroom/694216-B.238-SKP-KSK-12-2018KeterbukaanInformasi.pdf

A.5

The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.

A.5.1

Does the company disclose its practices to encourage shareholders to engage with the company beyond AGM?

Bank BRI discloses its practices to encourage shareholders to engage with the company beyond AGM.

1. Annual Report, Page 670

http://ir-bri.com/misc/ACGS/Part-A/A-5-1-Practice-to-encourage-shareholders.pdf

2. BRI Website

http://ir-bri.com/shareholdings.html

Part

Item

Practice

Source Information

B.1

Shares and voting rights

B.1.1

Do the company's ordinary or common shares have one vote for one share?

Shareholders of Series A Dwiwarna and shareholders of Series B have the same rights and each 1 (one) gives 1 (one) vote.

1. Articles of Association, Article 5 Section 4

http://ir-bri.com/misc/ACGS/Part-B/B-1-1-Articles-of-Association-Article-5--Section-4.pdf

2. Articles of Association, Article 25 Section 10

http://ir-bri.com/misc/ACGS/Part-B/B-1-1-Articles-of-Association-Article-25--Section-10.pdf

B.1.2

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)?

Bank BRI has published the voting rights to each class of shares.

Following the initial public offering, BRI issued two types of shares: Golden Shares Series A and Ordinary Shares Series B.

1. Annual Report, Page 420

http://ir-bri.com/misc/ACGS/Part-A/B-1-2-Class-of-Share-BRI.pdf

2. Articles of Association, Article 5 Section 1

http://ir-bri.com/misc/ACGS/Part-B/B-1-2-Articles-of-Association-Article-5-Section-1.pdf

B.2

Notice of AGM

B.2.1

Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution?

Each resolution in 2019 AGMS only deals with only one item and there is no bundling of several items into the same resolution.

Notice of AGMS
http://ir-bri.com/misc/NL/Invitation_notice_of_AGM_BRI_2018.pdf

B.2.2

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?

Notice of 2019 AGMS is fully translated into English and published on the same date as the local-language version. Both were published on 23 April, 2019.

1. Local (Indonesia)

https://bri.co.id/documents/20143/218786/Notice+of+The+Annual+General+Meeting+of+Shareholders.pdf/a3065206-2bd1-6c8e-9154-5825610821d4?t=1556002997710

2. English

http://ir-bri.com/misc/NL/Invitation_Notice-of-The-Annual-General-Meeting-of-Shareholders-2019.pdf

Does the notice of AGM/circulars have the following details:

B.2.3

Are the profiles of directors/commissioners (at least age, academic qualification, date of appointment, experience, and directorships in other listed companies) in seeking election/re-election included?

Profile of prospective member of Board of Commissioners and Board of Directors shall be presented during performance to AGMS.

Notice of AGMS
http://ir-bri.com/misc/NL/Invitation_notice_of_AGM_BRI_2018.pdf

B.2.4

Are the auditors seeking appointment/re-appointment clearly identified?

Public Accounting Firm shall be presented during performance to AGMS.

Notice of AGMS
http://ir-bri.com/misc/NL/Invitation_notice_of_AGM_BRI_2018.pdf

B.2.5

Were the proxy documents made easily available?

Proxy Forms could be downloaded on the Company's website and were available during office hours at the Share Registrar's Office ("BAE") i.e PT. Datindo Entrycom, at Jl. Hayam Wuruk No.28, Jakarta, Contact: (021) 3508077

1. Notice of 2019 AGMS

http://ir-bri.com/misc/NL/Invitation_Notice-of-The-Annual-General-Meeting-of-Shareholders-2019.pdf

2. Proxy Document

http://ir-bri.com/general_meeting_of_shareholders.html

B.3

Insider trading and abusive self-dealing should be prohibited.

B.3.1

Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market?

Bank BRI has a policy that regulates insider trading activities for all BRI employees, as mention in Conflict of Interest Policy

Annual Report, Page 855

http://ir-bri.com/misc/ACGS/Part-B/B-3-1-Insider-Trading-Policy.pdf

B.3.2

Are the directors / commissioners required to report their dealings in company shares within 3 business days?

There are disclosures regarding the requirement for directors / commissioners to report their dealings in company shares within 3 business days.

Annual Report BRI 2018, page 513-515

http://ir-bri.com/misc/ACGS/Part-B/B-3-2-Insider-Trading-Policy-Transaction.pdf

B.4

Related party transactions by directors and key executives.

B.4.1

Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest?

Bank BRI has a policy that requires Director or Commissioner to disclose their interest in transactions and any other conflicts of interest

Annual Report, Page 415, Page 514, page 854

http://ir-bri.com/misc/ACGS/Part-B/B-4-1-Transaction-of-Director.pdf

B.4.2

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?

Bank BRI has a policy that requires Risk Management Oversight Committee to review provision of funds to related party.

Annual Report BRI 2018, Page 866-867

http://ir-bri.com/misc/ACGS/Part-B/B-4-2-Review-Material-RPT.pdf

B.4.3

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?

Bank BRI has a policy that requires board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted.

1. Articles of Association, Article 13 Section 22

http://ir-bri.com/misc/ACGS/Part-B/B-4-3-Articles-of-Association-Article-13-Section-22.pdf

2. Articles of Association, Article 16 Section 21

http://ir-bri.com/misc/ACGS/Part-B/B-4-3-Articles-of-Association-Article-16-Section-21.pdf

B.4.4

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?

Bank BRI has credit provision policy for member of BOD and BOC..

Annual Report BRI 2018, Page 866-867

http://ir-bri.com/misc/ACGS/Part-B/B-4-4-Loan-to-BOD-and-BOC-Policy.pdf

B.5

Protecting minority shareholders from abusive actions

B.5.1

Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length?

Bank BRI disclose that transactions with related parties (Related Party Transaction) in 2018 has been conducted in a fair, normal commercial terms and arm length basis

Annual Report BRI 2018, page 866-869

http://ir-bri.com/misc/ACGS/Part-B/B-5-1-RPT-Policy.pdf

B.5.2

In case of related party transactions requiring shareholders' approval, is the decision made by disinterested shareholders?

Related Party Transaction review by Risk Management Oversight Committee and required approval Board of Commissioners

Annual Report BRI 2018, Page 867

http://ir-bri.com/misc/ACGS/Part-B/B-5-2-RPT-Approval.pdf

Part

Item

Practice

Source Information

C.1

The rights of stakeholders that are established by law or through mutual agreements are to be respected.

C.1.1

The existence and scope of the company's efforts to address customers' welfare?

Bank BRI has policies and practices regarding the company efforts to address customer's welfare

1. Annual Report BRI 2018, page 693-694, Page 910-913

http://ir-bri.com/misc/ACGS/Part-C/C-1-1-Customer-Welfare.pdf

2. Sustainability Report BRI

http://ir-bri.com/sustainability_reports.html

C.1.2

Supplier/contractor selection procedures?

The Policy of Fixed Assets and Logistics Management (KEMAL) are a guideline in the procurement process of goods and services to support the Bank's operations in accordance with the quality, quantity, and timing established at the best price by taking into account the GCG principles.

1. Annual Report BRI 2018, Page 858-861

http://ir-bri.com/misc/ACGS/Part-C/C-1-2-Procurement-Policy.pdf

2. BRI Website

http://ir-bri.com/gcg_others.html

C.1.3

The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development?

Bank BRI has policies and practices regarding the company efforts to ensure its value chain are environmentally friendly.

1. Annual Report BRI 2018, Page 878-883

http://ir-bri.com/misc/ACGS/Part-C/C-1-3-Environmentally-Friendly.pdf

2. Sustainability Report BRI

http://ir-bri.com/sustainability_reports.html

C.1.4

The company's efforts to interact with the communities in which they operate?

Bank BRI has policy and practices regarding the company efforts to interact with the communities.

1. Annual Report BRI 2018, Page 890-909

http://ir-bri.com/misc/ACGS/Part-C/C-1-4-Interact-with-Communities.pdf

2. Sustainability Report BRI

http://ir-bri.com/sustainability_reports.html

C.1.5

The company's anti-corruption programmes and procedures?

Bank BRI discloses the policies and practices regarding anti corruption programmes and procedures.

1. Annual Report BRI 2018, Page 414,487, 847-850

http://ir-bri.com/misc/ACGS/Part-C/C-1-5-Anti-Corruption-Programmes.pdf

2. Sustainability Report

http://ir-bri.com/sustainability_reports.html

C.1.6

How creditors' rights are safeguarded?

Bank BRI has concluded policies and practices to ensure creditors' rights are safeguarded

BRI Website
http://ir-bri.com/gcg_others.html

C.1.7

Does the company have a separate report/section that discusses its efforts on environment/economy and social issues?

Bank BRI has a separate Corporate Social Responsibility section that discusses its efforts on environment, economy, and social issues.

1. Annual Report BRI 2018, page 878-909

http://ir-bri.com/misc/ACGS/Part-C/C-1-7-EnvirontmentEconomySocial-Issue.pdf

2. Sustainability Report

http://ir-bri.com/sustainability_reports.html

C.2

Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.

C.2.1

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?

Bank BRI provide contact details which stakeholders can use to voice their concerns and/or complaints for possible violation of their rights.

Stakeholder can use to voice their concerns and/or complaints via BRI website (Customer Care or Sabrina)

1. Annual Report BRI 2018, page 852

http://ir-bri.com/misc/ACGS/Part-C/C-2-1-Contact-Detail-BRI.pdf

2. BRI Website

www.bri.co.id related ir-bri.com

C.3

Mechanisms for employee participation should be permitted to develop.

C.3.1

Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees?

Bank BRI has policies and practices regarding health, safety and welfare for its employees.

1. Annual Report BRI 2018, page 884-889

http://ir-bri.com/misc/ACGS/Part-C/C-3-1-Healty-Safety-and-Welfare.pdf

2. Sustainability Report BRI

http://ir-bri.com/misc/SR/BRI-SR-2018.pdf

C.3.2

Does the company explicitly disclose the policies and practices on training and development programmes for its employees?

Bank BRI has policies and practices on training and development programmes for its employees.

1. Annual Report BRI 2018, page 328-348

http://ir-bri.com/misc/ACGS/Part-C/C-3-2-Training-and-Development-Program.pdf

2. Sustainability Report BRI

http://ir-bri.com/misc/SR/BRI-SR-2018.pdf

C.3.3

Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures?

Bank BRI has policies regarding reward/ compensation based on performance

Annual Report BRI 2018, page 272, page 348-351

http://ir-bri.com/misc/ACGS/Part-C/C-3-3-Reward-or-Compensation-Policy.pdf

C.4

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.

C.4.1

Does the company have a whistleblowing 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

BRI has WBS Policy in accordance with Letter of BOD of BRI No.S.08-DIR/KPT/05/2018.

WBS reporting form is available on the company website

1. Annual Report BRI 2018, page 845-846

http://ir-bri.com/misc/ACGS/Part-C/C-4-1-Whistleblowing-System-Policy.pdf

2. BRI Website

http://ir-bri.com/whistle_blowing_system.html

C.4.2

Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behavior from retaliation?

Bank BRI has policy to protect whistleblower.

1. Annual Report BRI 2018, page 845-846

http://ir-bri.com/misc/ACGS/Part-C/C-4-2-Whistleblower-Protection.pdf

2. BRI Website

http://ir-bri.com/whistle_blowing_system.html

Part

Item

Practice

Source Information

D.1

Transparent ownership structure

D.1.1

Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more?

Bank BRI revealed the identity of all beneficial owner holding more than 5% of issued shares.

1. Annual Report BRI 2018, page 118-120

http://ir-bri.com/misc/ACGS/Part-D/D-1-1-Identity-of-all-beneficial-owner.pdf

2. BRI Website

http://ir-bri.com/shareholdings.html

D.1.2

Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders?

Bank BRI has disclosed the shareholdings of major and/or substantial shareholders.

1. Annual Report BRI 2018, page 118-119

http://ir-bri.com/misc/ACGS/Part-D/D-1-2-Identity-of-all-beneficial-owner.pdf

2. BRI Website

http://ir-bri.com/shareholdings.html

D.1.3

Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)?

Bank BRI has disclosed the Board of Commissioners' and Board of Directors' shareholding

1. Annual Report BRI 2018, page 122, page 470-471, page 515-516

http://ir-bri.com/misc/ACGS/Part-D/D-1-3-Shareholding-of-BOD-and-BOC.pdf

2. BRI Website

http://ir-bri.com/shareholdings.html

D.1.4

Does the company disclose the direct and indirect (deemed) shareholdings of senior management?

Bank BRI has disclosed senior management shareholding

Website BRI

http://ir-bri.com/shareholdings.html

D.1.5

Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)?

Bank BRI discloses its subsidiaries and/or associates along with the ownership percentage.

1. Annual Report BRI 2018, Page 121-123

http://ir-bri.com/misc/ACGS/Part-D/D-1-5-Holding-Company.pdf

2. BRI Website

http://ir-bri.com/bank_bri_at_a_glance.html

D.2

Quality of Annual Report

Does the company's annual report disclose the following items:

D.2.1

Corporate objectives

Bank BRI has disclosed its strategic plan, long-term plan, medium-term plan, and short-term plan.

Annual Report BRI 2018, Page 163-165 Page 272-275, page 863

http://ir-bri.com/misc/ACGS/Part-D/D-2-1-Corporate-Objective.pdf

D.2.2

Financial performance indicators

Bank BRI disclosed several financial performance indicators in its annual report, such as Capital Adequacy Ratio (CAR), Non-Performing Loan (NPL), Return on Asset (ROA), and Return on Equity (ROE), Net Interest Margin (NIM), and Loan to Deposit Ratio (LDR).

Annual Report BRI 2018, Page 277-280

http://ir-bri.com/misc/ACGS/Part-D/D-2-2--Financial-Performance-Indicator.pdf

D.2.3

Non-financial performance indicators

Bank BRI disclosed several non-financial performance indicators in its annual report 2018, such as market share and customer satisfaction.

Annual Report 292-293, page 913-917

http://ir-bri.com/misc/ACGS/Part-D/D-2-3-Non-Financial-Performance-Indicator.pdf

D.2.4

Dividend policy

Bank BRI has dividend policy.

Annual Report BRI 2018, Page 292-293

http://ir-bri.com/misc/ACGS/Part-D/D-2-4-Dividen-Policy.pdf

D.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

Biographical details of each directors and commissioners BRI disclosed in Annual Report.

Annual Report BRI 2018, Page 94-113

http://ir-bri.com/misc/ACGS/Part-D/D-2-5-Biographical-BOD-and-BOC.pdf

D.2.6

Attendance details of each director/commissioner in all directors/commissioners meetings held during the year

Attendance details of each director / commissioner in all directors/commissioners meetings held during 2018

Annual Report BRI 2018, Page 532-544

http://ir-bri.com/misc/ACGS/Part-D/D-2-6-Meeting-of-BOD-and-BOC.pdf

D.2.7

Total remuneration of each member of the board of directors/commissioners

Remuneration of Directors and Commissioners 2018

Annual Report BRI 2018, Page 527-531

http://ir-bri.com/misc/ACGS/Part-D/D-2-7-Total-Remuneration-BOD-and-BOC.pdf

Corporate Governance Confirmation Statement

D.2.8

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?

Bank BRI has disclosed a statement confirming the company's compliance with the code of corporate governance.

Annual Report BRI 2018, Page 406-418

http://ir-bri.com/misc/ACGS/Part-D/D-2-8-Compliance-Statement.pdf

D.3

Disclosure of related party transactions (RPT)

D.3.1

Does the company disclose its policy covering the review and approval of material RPTs?

Bank BRI discloses policy covering the review and approval of RPT.

Annual Report BRI 2018, page 867-869

http://ir-bri.com/misc/ACGS/Part-D/D-3-1-Review-and-Approval-RPT-Material.pdf

D.3.2

Does the company disclose the name, relationship, nature and value for each material RPTs?

Bank BRI has disclosed the name, relationship, nature, and value for Related Party Transactions.

Annual Report BRI 2018, Page 297-299, Page 869, Page 1196-1204

http://ir-bri.com/misc/ACGS/Part-D/D-3-2-Name-and-Value-RPT-Material.pdf

D.4

Directors and commissioners dealings in shares of the company

D.4.1

Does the company disclose trading in the company's shares by insiders?

Bank BRI has disclosed the share ownership of Directors and Commissioner in tabular form showing ownership at the beginning and end of year.

Annual Report 2018, Page 122

http://ir-bri.com/misc/ACGS/Part-D/D-4-1-Trading-in-The-Company-Share.pdf

D.5

External auditor and Auditor Report

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

D.5.1

Are the audit and non-audit fees disclosed?

Audit fee and non-audit fee are disclosed.

Annual Report FY 2018, Page 684-685

http://ir-bri.com/misc/ACGS/Part-D/D-5-1-Audit-and-Non-Audited-Fee.pdf

D.5.2

Does the non-audit fee exceed the audit fees?

Non-audit fee does not exceed the audit fee

Annual Report FY 2018, Page 684-685

http://ir-bri.com/misc/ACGS/Part-D/D-5-2-Audit-and-Non-Audited-Fee.pdf

D.6

Medium of communications

Does the company use the following modes of communication?

D.6.1

Quarterly reporting

Bank BRI published quarterly report which can be downloaded from the company's website

BRI Website

http://ir-bri.com/financials.html#quarterly-reports-table

D.6.2

Company website

Bank BRI uses Company Website as medium of communication.

1. https://bri.co.id/en/home related to

2. http://ir-bri.com/

D.6.3

Analyst's briefing

Bank BRI did analysis briefing during 2018.

BRI Website
http://ir-bri.com/slides.html

D.6.4

Media briefings /press conferences

Bank BRI did media briefings/press conference during 2018.

1. Annual Report FY 2018, Page 659-667

http://ir-bri.com/misc/ACGS/Part-D/D-6-4-Press-Release.pdf

2. BRI Website

https://bri.co.id/en/news

D.7

Timely filing / release of annual / financial reports

D.7.1

Are the audited annual financial report / statement released within 120 days from the financial year end?

Annual financial statement released 31 January 2019

BRI Website

http://ir-bri.com/financials.html/year/2018

D.7.2

Is the annual report released within 120 days from the financial year end?

Annual Report 2018 released 24 April 2019

BRI Website

http://ir-bri.com/ar.html

D.7.3

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 true and fairness representation of the annual financial statement is affirmed by Mr. Suprajarto as President Director and Mr. Haru Koesmahargyo (Director of Finance).

Financial Report FY 2018, Page 2

http://ir-bri.com/misc/QR/2018/BRI_Eng_3th_31_Des_2018_Released.pdf

D.8

Company website

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

D.8.1

Financial statements/reports (latest quarterly)

Company website provide up-to-date financial statements.

BRI Website

http://ir-bri.com/financials.html

D.8.2

Materials provided in briefings to analysts and media

Company website provide up-to-date analyst and media briefings materials.

BRI Website

http://ir-bri.com/slides.html

D.8.3

Downloadable annual report

Annual report FY 2018 can be downloaded through the company website.

BRI Website

http://ir-bri.com/ar.html

https://bri.co.id/en/laporan

D.8.4

Notice of AGM and/or EGM

Company website provide up-to-date notice of AGM and/or EGM

BRI Website

http://ir-bri.com/general_meeting_of_shareholders.html

D.8.5

Minutes of AGM and/or EGM

Company website provide up-to-date minutes of AGM and/or EGM

BRI Website

http://ir-bri.com/general_meeting_of_shareholders.html

D.8.6

Company's constitution (company's by-laws, memorandum and articles of association)

Article of Association can be downloaded through company website.

BRI Website

http://ir-bri.com/misc/Articles_of_Association.pdf

D.9

Investor relations

D.9.1

Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations?

Bank BRI disclosed the contact details of the officer / office responsible for investor relations on its company website and annual report.

1. BRI Website

http://ir-bri.com/ir_contact.html

2. Annual Report FY 2018, Page 668

http://ir-bri.com/misc/ACGS/Part-D/D-9-1-Investor-Relation-Contact.pdf

Part

Item

Practice

Source Information

E.1

Board Duties and Responsibilities

Clearly defined board responsibilities and corporate governance policy

E.1.1

Does the company disclose its corporate governance policy / board charter?

Bank BRI discloses its summary of Board of Commissioners and Board of Directors Charter in the Annual Report.

1. Annual Report FY 2018, Page 382-393, Page 435-518

http://ir-bri.com/misc/ACGS/Part-E/E-1-1-Corporate-Governance-Policy.pdf

2. BRI Website

http://ir-bri.com/gcg.html

E.1.2

Are the types of decisions requiring board of directors/commissioners' approval disclosed?

Bank BRI discloses type of decisions requiring BOC's approval.

1. Annual Report FY 2018, Page 503-509

http://ir-bri.com/misc/ACGS/Part-E/E-1-2--BOD-and-BOC-Approval.pdf

2. Articles of Association, Article 4 Section 2, Article 4 Section 7

http://ir-bri.com/misc/ACGS/Part-E/E-1-2--Articles-of-Association-Article-4-Section-2-Article-4-Section-7.pdf

E.1.3

Are the roles and responsibilities of the board of directors/commissioners clearly stated?

Duties, Authorities and Obligations of the Board of Directors and Board of Commissioners are clearly stated in Articles of Association and Annual Report.

1. Articles of Association, Article 12, Article 15

http://ir-bri.com/misc/ACGS/Part-E/E-1-3-Articles-of-Association-Article-12-Article-15.pdf

2. Annual Report BRI 2018 FY 2018, page 505-507

http://ir-bri.com/misc/ACGS/Part-E/E-1-3-Roles-and-Responsibility-BOD-and-BOC.pdf

Corporate Vision/Mission

E.1.4

Does the company have an updated vision and mission statement?

Bank BRI disclosed its updated vision and mission in the annual report. The Vision and Mission of the Company has been approved by the Board of Commissioners and Board of Directors pursuant to the Decree No. 403-DIR/ CDS/05/2017 dated 16 May 2017.

Annual Report FY 2018, Page 90

http://ir-bri.com/misc/ACGS/Part-E/E-1-4-Vision-and-Mission.pdf

E.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 shall prepare in time the Company's long-term plan, work plan and annual budget of the company and other work plans and changes to be submitted to the board of commissioners and approved by the board of commissioners.

1. Articles of Association, Article 12 Section 2 Point B.2, Article 17 Section 1, Article 19 Section 1-2

http://ir-bri.com/misc/ACGS/Part-E/E-1-5-Articles-of-Association-Article-12-17-and-19.pdf

2. Annual Report FY 2018, Page 419, Page 480-481, page 518

http://ir-bri.com/misc/ACGS/Part-E/E-1-5--Review-Company-Strategy.pdf

E.1.6

Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy?

BOD and BOC have a process to review, monitor and oversee the implementation of corporate strategy.

Annual Report FY 2018, Page 520

http://ir-bri.com/misc/ACGS/Part-E/E--1-6-Review-Implementation-of-Corporate-Strategy.pdf

E.2

Board structure

Code of Ethics or Conduct

E.2.1

Are the details of the code of ethics or conduct disclosed?

Bank BRI discloses the code of conduct in Annual Report and company website

1. Annual Report FY 2018, Page 842-843

http://ir-bri.com/misc/ACGS/Part-E/E-2-1-Code-of-Conduct-Policy.pdf

2. Company Website

http://ir-bri.com/coc.html

E.2.2

Are all directors/commissioners, senior management and employees required to comply with the code/s?

The code of conduct applies to all bank employees including BOD and BOC throughout the Bank's organization.

Annual Report FY 2018, Page 842-843

http://ir-bri.com/misc/ACGS/Part-E/E-2-2-Comply-with-Code-of-Conduct.pdf

E.2.3

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

Bank BRI have a process to implement the code of conduct.

Annual Report FY 2018, Page 842-843

http://ir-bri.com/misc/ACGS/Part-E/E-2-3-Process-to-Compliance-and-Monitor-Code-of-Conduct.pdf

Board Structure & Composition

E.2.4

Do independent directors/commissioners make up at least 50% of the board of directors/commissioners?

Independent commissioners consist of 62,5% of the total commissioners. Total Independent Commissioners are 5 of 8 of the total Commissioners

Annual Report FY 2018, Page 469-470

http://ir-bri.com/misc/ACGS/Part-E/E-2-4-Structure-of-BOC-.pdf

E.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?

The term of office for commissioners is 5 years and one may be reappointed for one additional term.

Articles of Association, Article 14 Section 14

http://ir-bri.com/misc/ACGS/Part-E/E-2-5-Article-14-Section-14.pdf

E.2.6

Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously?

According to Bank BRI Articles of Association, a member of the Board of Commissioners is prohibited from holding multiple positions as:

1. Members of the Board of Directors of state-owned enterprises, regional business entities, private owned enterprises.

2. The management of a political party and/or a candidate/member of DPR, DPD, DPRD level I, and Level II Regional Legislative Assembly and/or regional head candidate

3. Other positions in accordance with the provisions of the laws and regulations; and/or.

4. Other positions that may create a conflict of interest.

1. Articles of Association, Article 11 Section 28, Article 14 Section 29

http://ir-bri.com/misc/ACGS/Part-E/E-2-6-Article-11-14.pdf

2. Annual Report FY 2018, Page 469-470

http://ir-bri.com/misc/ACGS/Part-E/E-2-6-BOC-Multiple-Position.pdf

E.2.7

Does the company have any executive directors who serve on more than two boards of listed companies outside of the group?

All of directors do not have any directorship in other companies

Annual Report FY 2018, Page 515

http://ir-bri.com/misc/ACGS/Part-E/E-2-7-BOD-Multiple-Position.pdf

Nominating Committee

E.2.8

Does the company have a Nominating Committee?

Bank BRI has a Nomination and Remuneration Committee.

1. Annual Report FY 2018, Page 585

http://ir-bri.com/misc/ACGS/Part-E/E-2-8-Nomination-and-Remuneration-Committee.pdf

2. BRI Website

http://ir-bri.com/nrc.html

E.2.9

Is the Nominating Committee comprised of a majority of independent directors/commissioners?

Independent Commissioners composition in the Nomination and Remuneration Committee

1. Annual Report FY 2018, Page 586

http://ir-bri.com/misc/ACGS/Part-E/E-2-9-Nomination-and-Remuneration-Committee-Composition.pdf

2. BRI Website

http://ir-bri.com/nrc.html

E.2.10

Is the chairman of the Nominating Committee an independent director/commissioner?

The chairman of the Nomination and Remuneration Committee is independent commissioner.

1. Annual Report FY 2018, Page 586

http://ir-bri.com/misc/ACGS/Part-E/E-2-10-Chairman-of-Nomination-and-Remuneration-Committee-.pdf

2. BRI Website

http://ir-bri.com/nrc.html

E.2.11

Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee?

The company disclosed the duties and responsibilities of the Nomination and Remuneration Committee in its Annual Report and Company Website

1. Annual Report FY 2018, Page 584-589

http://ir-bri.com/misc/ACGS/Part-E/E-2-11-Charter-of-Nomination-and-Remuneration-Committee.pdf

2. BRI Website

http://ir-bri.com/nrc.html

E.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?

BRI disclosed the meeting attendance of its nominating committee, there were 15 meetings held by the committee in 2018. From the meeting agenda, the issue of nomination has been discussed 11 times during 2018.

1. Annual Report FY 2018, Page 595-596

http://ir-bri.com/misc/ACGS/Part-E/E-2-12-Nomination-and-Remuneration-Committee-Meeting-Attendance.pdf

2. BRI Website

http://ir-bri.com/nrc.html

Remuneration Committee/ Compensation Committee

E.2.13

Does the company have a Remuneration Committee?

Bank BRI has a Nomination and Remuneration Committee.

1. Annual Report FY 2018, Page 585

http://ir-bri.com/misc/ACGS/Part-E/E-2-13-Nomination-and-Remuneration-Committee.pdf

2. BRI Website

http://ir-bri.com/nrc.html

E.2.14

Is the Remuneration Committee comprised of a majority of independent directors/commissioners?

Nomination and Remuneration Committee comprised of a majority of independent commissioners

1. Annual Report FY 2018, Page 586

http://ir-bri.com/misc/ACGS/Part-E/E-2-14-Nomination-and-Remuneration-Committee-Composition.pdf

2. BRI Website

http://ir-bri.com/nrc.html

E.2.15

Is the chairman of the Remuneration Committee an independent director/commissioner?

The chairman of the Nomination and Remuneration Committee is independent commissioner

1. Annual Report FY 2018, Page 586

http://ir-bri.com/misc/ACGS/Part-E/E-2-15-Chairman-of-Nomination-and-Remuneration-Committee.pdf

2. BRI Website

http://ir-bri.com/nrc.html

E.2.16

Does the company disclose the terms of reference/ governance structure/ charter of the Remuneration Committee?

Duties and responsibilities of the Nomination and Remuneration Committee in its Annual Report and Company Website

1. Annual Report FY 2018, Page 584-589

http://ir-bri.com/misc/ACGS/Part-E/E-2-16-Charter-of-Nomination-and-Remuneration-Committee.pdf

2. BRI Website

http://ir-bri.com/nrc.html

E.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?

Meeting attendance of Nominating and Remuneration Committee in Annual Report BRI 2018. There were 15 meetings held by the committee in 2018

1. Annual Report FY 2018, Page 595-596

http://ir-bri.com/misc/ACGS/Part-E/E-2-17-Nomination-and-Remuneration-Committee-Meeting-Attendance.pdf

2. BRI Website

http://ir-bri.com/nrc.html

Audit Committee

E.2.18

Does the company have an Audit Committee?

Bank BRI has an Audit Committee.

1. Annual Report FY 2018, Page 560-561

http://ir-bri.com/misc/ACGS/Part-E/E-2-18-Audit-Committee.pdf

2. BRI Website

http://ir-bri.com/audit_committee.html

E.2.19

Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners?

Audit Committee comprised of a majority of independent commissioners

1. Annual Report FY 2018, Page 561

http://ir-bri.com/misc/ACGS/Part-E/E-2-19-Composition-of-Audit-Committee.pdf

2. BRI Website

http://ir-bri.com/audit_committee.html

E.2.20

Is the chairman of the Audit Committee an independent director/commissioner?

The chairman of the Audit Committee is an independent commissioner.

1. Annual Report FY 2018, Page 561

http://ir-bri.com/misc/ACGS/Part-E/E-2-20-Chairman-of-Audit-Committee.pdf

2. BRI Website

http://ir-bri.com/audit_committee.html

E.2.21

Does the company disclose the terms of reference/governance structure/charter of the Audit Committee?

Duties and responsibilities of the Audit Committee in its Annual Report and Company Website

1. Annual Report FY 2018, Page 560-565

http://ir-bri.com/misc/ACGS/Part-E/E-2-21-Duties-of-Audit-Committee.pdf

2. BRI Website

http://ir-bri.com/audit_committee.html

E.2.22

Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)?

Independent Commissioners skill and experience who served as Audit Committee stated in Annual Report BRI

1. Annual Report FY 2018, Page 561, Page 94-101, Page 459-465

http://ir-bri.com/misc/ACGS/Part-E/E-2-22-Skill-of-Audit-Committee.pdf

2. BRI Website

http://ir-bri.com/audit_committee.html

E.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?

Meeting attendance of Audit Committee in Annual Report BRI 2018. There were 15 meetings held by the committee in 2018

1. Annual Report FY 2018, Page 579

http://ir-bri.com/misc/ACGS/Part-E/E-2-23-Meeting-Attendance-of--Audit-Committee.pdf

2. BRI Website

http://ir-bri.com/audit_committee.html

E.2.24

Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?

Bank BRI have govern the Audit Committee's responsibility to provide recommendation on appointment and removal of the external auditor

1. Annual Report FY 2018, Page 564

http://ir-bri.com/misc/ACGS/Part-E/E-2-24-Responsibility-of-Audit-Committee.pdf

2. BRI Website

http://ir-bri.com/audit_committee.html

E.3

Board Processes

Board meetings and attendance

E.3.1

Are the board of directors meeting scheduled before the start of financial year?

Board of Directors and Board of Commissioners meeting are scheduled before the start of financial year.

1. The Board of Directors shall hold a periodical meeting at least once a month.

2. The Board of Commissioners shall meet at least once every 2 (two) months.

3. The Board of Commissioners shall hold a meeting with the Board of Directors periodically at least once every 4 (four) months

1. Articles of Association, Article 13 Section 1-2, Article 16 Section 2-3

http://ir-bri.com/misc/ACGS/Part-E/E-3-1-Articles-of-Association-Article-13-16.pdf

2. Annual Report FY 2018, Page 542, Page 555

http://ir-bri.com/misc/ACGS/Part-E/E-3-1-BOD-Meeting-Schedule.pdf

E.3.2

Does the board of directors/commissioners meet at least six times during the year?

BOC and BOD meeting in 2018 stated in Annual Report BRI 2018

Annual Report FY 2018, Page 537-538, Page 546-556,

http://ir-bri.com/misc/ACGS/Part-E/E-3-2-BOD-and-BOC-Meeting.pdf

E.3.3

Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?

BOC and BOC meeting attendance is more than 75% in 2018

Annual Report FY 2018, Page 533-538, Page 546-555

http://ir-bri.com/misc/ACGS/Part-E/E-3-3-Meeting-Attendance.pdf

E.3.4

Does the company require a minimum quorum of at least 2/3 for board decisions?

Minimum quorum for board decision is 1/2.

Annual Report, Page 532, Page 544

http://ir-bri.com/misc/ACGS/Part-E/E-3-4-Kuorum.pdf

E.3.5

Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present?

Separate Board of Commissioners meetings were held 16 times during 2018.

Annual Report, Page 537-538

http://ir-bri.com/misc/ACGS/Part-E/E-3-5-BOC-Meeting.pdf

Access to information

E.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?

Material for the Board of Commissioners and Board of Directors Meeting shall be distributed to all meeting participants at the latest of 5 (five) business days prior to the meeting

Annual Report, Page 532, Page 543

http://ir-bri.com/misc/ACGS/Part-E/E-3-6-Board-Paper.pdf

E.3.7

Does the company secretary play a significant role in supporting the board in discharging its responsibilities?

The company secretary play a significant role in supporting the board in discharging its responsibilities

Annual Report, Page 658

http://ir-bri.com/misc/ACGS/Part-E/E-3-7-Corporate-Secretary-Supporting.pdf

E.3.8

Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?

The company secretary has kept abreast on relevant developments in 2018

Annual Report, Page 658

http://ir-bri.com/misc/ACGS/Part-E/E-3-8-Corporate-Secretary-Training.pdf

Board Appointments and Re-Election

E.3.9

Does the company disclose the criteria used in selecting new directors/commissioners?

Bank BRI discloses the criteria for appointment and dismissal of the Board of Commissioners and the Board of Directors

Annual Report, Page 437-439, Page 504-505

http://ir-bri.com/misc/ACGS/Part-E/E-3-9-Criteria-New-BOD-and-BOC.pdf

E.3.10

Did the company describe the process followed in appointing new directors/commissioners?

The process for appointing Board of Commissioners and Board of Directors are disclosed in Annual Report.

Annual Report, Page 600-601

http://ir-bri.com/misc/ACGS/Part-E/E-3-10-Process-for-Appointing-BOD-and-BOC.pdf

E.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?

Board of Commissioners and Board of Directors are subject to re-election in every 5 years.

Articles of Association, Article 14 Section 14, Article 11 Section 12

http://ir-bri.com/misc/ACGS/Part-E/E-3-11-Article-of-Association-Article-11-and-14.pdf

Remuneration Matters

E.3.12

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?

Bank BRI disclosed its policy of remuneration for directors and commissioners.

Annual Report FY 2018, Page 521-531

http://ir-bri.com/misc/ACGS/Part-E/E-3-12-Remuneration-of-BOD-and-BOC.pdf

E.3.13

Is there disclosure of the fee structure for non-executive directors/commissioners?

Bank BRI disclosed of remuneration structure for commissioners.

Annual Report FY 2018, Page 527-529

http://ir-bri.com/misc/ACGS/Part-E/E-3-13-Fee-Structure-BOD-and-BOC.pdf

E.3.14

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

The shareholders or the Board of Commissioners approve the remuneration of directors.

Annual Report FY 2018, Page 522-523

http://ir-bri.com/misc/ACGS/Part-E/E-3-14-Approval-Remuneration.pdf

E.3.15

Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses?

Bank BRI have measurable standards to align the performance-based remuneration of the executive directors and senior executive with long-term interests of the company

Annual Report FY 2018, Page 521-522

http://ir-bri.com/misc/ACGS/Part-E/E-3-15-Remuneration-align-the-performance.pdf

Internal Audit

E.3.16

Does the company have a separate internal audit function?

The company has a separate internal audit function and it is called Internal Audit Unit (IAU).

Annual Report FY 2018, Page 673

http://ir-bri.com/misc/ACGS/Part-E/E-3-16-Internal-Audit.pdf

E.3.17

Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?

The head of internal audit is identified (Mr. Tri Wintarto)

Annual Report FY 2018, Page 671

http://ir-bri.com/misc/ACGS/Part-E/E-3-17-Head-of-Internal-Audit.pdf

E.3.18

Does the appointment and removal of the internal auditor require the approval of the Audit Committee?

Audit Committee is responsible for providing opinions and advice to the Board of Commissioners for consideration in approving the appointment and dismissal of the Chairman of the Internal Audit Unit.

Annual Report FY 2018, Page 564

http://ir-bri.com/misc/ACGS/Part-E/E-3-18-Appointment-and-Removal-Head-of-Internal-Audit.pdf

Risk Oversight

E.3.19

Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework?

Bank BRI establish a sound internal control procedures/risk management framework

Annual Report FY 2018, Page 696, page 828

http://ir-bri.com/misc/ACGS/Part-E/E-3-19-Risk-Management-Framework.pdf

E.3.20

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?

Bank BRI disclosed that the review of material/key controls and risk management system has been conducted during 2018 by the BOD and BOC.

Annual Report FY 2018, Page 834-835

http://ir-bri.com/misc/ACGS/Part-E/E-3-20-Review-Material-Control-and-Risk-Management.pdf

E.3.21

Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)?

Bank BRI disclosed its risk exposure and how the company implements risk management to reduce exposure.

Annual Report FY 2018, Page 700-710

http://ir-bri.com/misc/ACGS/Part-E/E-3-21-Key-Risk.pdf

E.3.22

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?

Board of Commissioners and Board of Directors regarding the adequacy of BRI Internal Control.

Annual Report FY 2018, Page 835

http://ir-bri.com/misc/ACGS/Part-E/E-3-22-Audit-Committee-Statement.pdf

E.4

People on the Board

Board Chairman

E.4.1

Do different persons assume the roles of chairman and CEO?

The Chairman position is held by Mr. Andrinof A. Chaniago (Independent Commissioner), while the CEO position is held by Mr. Suprajarto.

Annual Report FY 2018, Page 45, page 54

http://ir-bri.com/misc/ACGS/Part-E/E-4-1-Chairman-and-CEO.pdf

E.4.2

Is the chairman an independent director/commissioner?

Mr. Andrinof A. Chaniago is an Independent Commissioner.

Annual Report FY 2018, Page 45

http://ir-bri.com/misc/ACGS/Part-E/E-4-2-Chairman.pdf

E.4.3

Is any of the directors a former CEO of the company in the past 2 years?

All of commissioners and directors were not CEO of the company for the past 2 years.

Annual Report FY 2018, Page 94-113

http://ir-bri.com/misc/ACGS/Part-E/E-4-3-Composition-of-BOC.pdf

E.4.4

Are the roles and responsibilities of the chairman disclosed?

Roles of chairman is disclosed

Annual Report FY 2018, Page 439

http://ir-bri.com/misc/ACGS/Part-E/E-4-4-Role-of-Chairman.pdf

Lead Independent Director

E.4.5

If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined?

Mr. Andrinof A. Chaniago is an Independent Commissioner.

Annual Report FY 2018, Page 45

http://ir-bri.com/misc/ACGS/Part-E/E-4-5-Chairman.pdf

Skills and Competencies

E.4.6

Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?

There are several commissioners who previously work in financial industries; among others are Mr. Ahmad Fuad Rahmany, Mr. Mahmud, and Mr. Jeffry J. Wurangian.

Annual Report FY 2018, Page 94-101, Page 460-465

http://ir-bri.com/misc/ACGS/Part-E/E-4-6-BOC-working-experience.pdf

E.5

Board Performance

Directors Development

E.5.1

Does the company have orientation programmes for new directors/commissioners?

Bank BRI has orientation programmes for new directors/commissioners.

Annual Report FY 2018, Page 473, Page 516

http://ir-bri.com/misc/ACGS/Part-E/E-5-1-BOC-Orientation-Program.pdf

E.5.2

Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?

BOC & BOD members participate in any training in 2018

Annual Report FY 2018, Page 471, Page 473-474, page 517

http://ir-bri.com/misc/ACGS/Part-E/E-5-2-BOC-Training.pdf

CEO/Executive Management Appointments and Performance

E.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?

Bank BRI discloses the succession planning for Director.

Annual Report FY 2018, Page 518

http://ir-bri.com/misc/ACGS/Part-E/E-5-3-Director-Succesion.pdf

E.5.4

Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?

Bank BRI conduct an annual performance assessment of the President Director.

Annual Report FY 2018, Page 519-520

http://ir-bri.com/misc/ACGS/Part-E/E-5-4-CEO-Performance-Assessment.pdf

Board Appraisal

E.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?

Bank BRI conduct performance assessment for Board of Commissioners and Board of Directors based on the specified criteria and disclose the process in the annual report.

Annual Report FY 2018, Page 443-459, Page 519-520

http://ir-bri.com/misc/ACGS/Part-E/E-5-5-Criteria-Assessment-of-BOC-and-BOD.pdf

Director Appraisal

E.5.6

Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment?

Bank BRI has disclosed the criteria used in performance assessment for Board of Directors and Board of Commissioners in the Annual Report of Bank BRI FY 2018.

Annual Report FY 2018, Page 443-447, Page 519-520

http://ir-bri.com/misc/ACGS/Part-E/E-5-6-Annual-Performance-BOD.pdf

Committee Appraisal

E.5.7

Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment?

Bank BRI conducts an annual performance assessment of the board committees.

Annual Report FY 2018, Page 580-583, Page 597-599, Page 614-617, Page 630-633

http://ir-bri.com/misc/ACGS/Part-E/E-5-7-Performance-Assessment-of-the-Board-Committee.pdf

Part

Item

Practice

Source Information

(B)A.1.1

Does the company practice secure electronic voting in absentia at the general meetings of shareholders?

Voting is performed by vote cards and electronic counting.

Annual Report FY 2018, Page 423-424

http://ir-bri.com/misc/ACGS/Bonus/BA-1-1-Electronic-Voting.pdf

(B)B.

Equitable treatment of shareholders

(B)B.1

Notice of AGM

(B)B.1.1

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?

2019 AGMS Notice Date = 23 April 2019

2019 AGMS Date = 15 May 2019

Notice of 2019 AGMS

http://ir-bri.com/misc/NL/Invitation_notice_of_AGM_BRI_2018.pdf

(B)C.

Roles of Stakeholders

(B)C.1

The rights of stakeholders that are established by law or through mutual agreements are to be respected

(B)C.1.1

Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)?

Bank BRI adopt GRI G4 for its sustainability report.

Sustainability Report 2018

http://ir-bri.com/sustainability_reports.html

(B)D.

Disclosure and transparency

(B)D.1

Quality of Annual Report

D.1.1

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

Audited annual financial report of the 2019 AGMS was released on 31 January 2019.

BRI Website

http://ir-bri.com/financials.html

(B)D.1.2

Does the company disclose details of remuneration of the CEO?

Bank BRI disclosed remuneration for the board of directors

Annual Report FY 2018, Page 531

http://ir-bri.com/misc/ACGS/Bonus/BD-1-2-Remuneration-CEO.pdf

(B)E.

Responsibilities of the Board

(B)E.1

Board Competencies and Diversity

(B)E.1.1

Does the company have at least one female independent director/commissioner?

There is one female independent commissioner in company, which is Mrs. Rofikoh Rokhim.

Annual Report FY 2018, Page 52-53

http://ir-bri.com/misc/ACGS/Bonus/BE-1-1-Female-Independent-Commissioner.pdf

(B)E.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?

Bank BRI has Diversity Policy of the BOC and BOD. Company defines diversity as combination of characteristics that may be reflected in the determination of the skills, knowledge, and experience required.

Annual Report FY 2018, Page 459, Page 509-511

http://ir-bri.com/misc/ACGS/Bonus/BE-1-2-Diversity-Policy.pdf

(B)E.2

Board Structure

(B)E.2.1

Is the Nominating Committee comprise entirely of independent directors/commissioners?

Nominating Committee Members' Composition majority independent commissioners

Annual Report FY 2018, Page 586

http://ir-bri.com/misc/ACGS/Bonus/BE-2-1-Nominating-Committee-Member.pdf

(B)E.2.2

Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic

directions?

The Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions

Annual Report FY 2018, Page 593, Page 600-601

http://ir-bri.com/misc/ACGS/Bonus/BE-2-2-Nominating-Committee-Process.pdf

(B)E.3

Board Appointments and Re-Election

(B)E.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?

Bank BRI discloses the policy to use professional search firms when searching for candidates to the board of directors/ commissioners.

Annual Report FY 2018, Page 466-467, Page 513, Page 600-601

http://ir-bri.com/misc/ACGS/Bonus/BE-3-1-Professional-Search-Firm.pdf

(B)E.4

Board Structure & Composition

(B)E.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?

BRI has 62.5% Independent Commissioners of Total Commissioners.

There are 5 independent commissioners (including president commissioner) out of 8 commissioners:

Annual Report FY 2018, Page 466-467

http://ir-bri.com/misc/ACGS/Bonus/BE-4-1-Independent-Commissioners.pdf

(B)E.5

Risk Oversight

(B)E.5.1

Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board?

Bank BRI discloses its IT Governance Framework in Annual Report.

Annual Report FY 2018, Page 398-399, Page 645-646

http://ir-bri.com/misc/ACGS/Bonus/BE-5-1--IT-Governance.pdf

(B)E.6

Board Performance

(B)E.6.1

Does the company have a separate board level Risk Committee?

Bank BRI has a separate risk committee named Risk Management Oversight Committee.

Annual Report FY 2018, Page 602

http://ir-bri.com/misc/ACGS/Bonus/BE-6-1-Risk-Management-Oversight-Committee.pdf