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Corporate Governance - Board Independence Statement and Affiliate Relations

Overseeing the Culture and Digital Transformation that have been carried out since 2021, BRI further strengthens the role of Governance as the basis for developing and implementing the company’s business through increasing employee awareness, improving systems, and updating policies. Enhanced implementation of BRI’s Good Corporate Governance has received recognition from various parties so that BRI is ranked as the Most Trusted Company in Corporate Governance Perception Index from The Indonesian Institute for Corporate Governance.

The board of commissioners prioritizes and upholds the aspect of independence, prioritizes the interests of the Bank before self-interest, and protects against the influence of any other party as stated in BRI’s criteria for the Independent Commissioners which is in accordance with the provisions of OJK Regulation No. 33/POJK.04/ 2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies, as follows:

  1. Not a person who works or has the authority and responsibility to plan, lead, control, or supervise the activities of the Issuer or Public Company within the last 6 (six) months, except for reappointment as Independent Commissioner of the Issuer or Public Company in the following period
  2. Do not own shares directly or indirectly in the Issuer or Public Company
  3. Has no affiliation* with the Issuer or Public Company, members of the Board of Commissioners, members of the Board of Directors, or significant shareholder of the Issuer or Public Company
  4. Does not have a business relationship, directly or indirectly related to the business activities of the Issuer or Public Company

The Independent Commissioner’s criteria referred to applicable laws, regulations, and standards, including Indonesia’s Law No.8 year 1995 on Capital Market, as amended by Law No. 4 of 2023 on Development and Strengthening of the Financial Sector; Regulation of the Minister of State-Owned Enterprises concerning Guidelines for Governance and Activities of Significant Corporations of State-Owned Enterprises; Regulation of Financial Services Authority Number: 33/POJK.04/2014 Concerning The Board of Directors and The Board of Commissioners of Issuers of Public Companies; Regulation of Financial Services Authority No. 55/POJK.03/2016 on the Implementation of Governance for Commercial Banks; Circular Letter of the Financial Services Authority No. 13/SEOJK.03/2017 on The Application of Good Corporate Governance For Commercial Banks; as well as both applicable National or International Regulations and Standards.

Affiliate Relations between the Board Of Directors, Board of Commissioners and Main & Controlling Shareholders

  1. Financial Relations
    No financial relations between members of the Board of Commissioners with other fellow members or with members of the Board of Directors of the Company and Controlling Shareholders of the Company.
  2. Family Relations
    No family relations between members of the Board of Commissioners with other fellow members or with members of the Board of Directors of the Company and Controlling Shareholders of the Company.

Affiliate relations of the Board of Commissioners during 2022:

Financial and Family Relations of the Board of Commissioner Management
Name Position Financial Relations with Family Relations with Management Relations
BoC BoD Controlling
Shareholder
BoC BoD Controlling
Shareholder
Yes No Yes No Yes No Yes No Yes No Yes No Yes No
Kartika Wirjoatmodjo President Commissioner
Rofikoh Rokhim Vice President Commissioner/ Independent Commissioner
Heri Sunaryadi Independent Commissioner
Rabin Indrajad Hattar Commisioner
Paripurna Poerwoko Sugarda*** Independent Commissioner
Hendrikus Ivo Independent Commissioner
Nurmaria Sarosa*** Independent Commissioner
Hadiyanto Commissioner
Dwi Ria Latifa Independent Commissioner
Agus Riswanto*** Independent Commissioner
Nicolaus Teguh Budi Harjanto** Commissioner
R. Widyo Pramono** Independent Commissioner
Zulnahar Usman** Independent Commissioner
* Direct and indirect
** Mr. Nicolaus Teguh Budi Harjanto, R. Widyo Pramono and Zulnahar Usman were active from the period January 1, 2022 to February 28, 2022
*** Mr. Paripurna Poerwoko Sugarda, Agus Riswanto and Nurmaria Sarosa were active from the period March 1, 2022 to December 31, 2022

Affiliate relations of the Board of Directors in 2022:

  1. All Members of BRI Board of Directors have no affiliation relationship with any member of the Board of Directors either in financial, family or management relationship.
  2. All members of BRI Board of Directors have no affiliation relationship with members of the Board of Commissioners, whether in financial relations, family relationships or management relationships.
  3. All members of BRI Board of Commissioners have no affiliation relationship with other members of the Board of Commissioners, whether in financial relationship, family relationship, or management relationship.
  4. All members of BRI Board of Commissioners have no financial relationship or family relationship with the Controlling Shareholder.
  5. All members of the Committee who are not members of BRI Board of Commissioners have no financial or family relationship with the Controlling Shareholders, Members of the Board of Commissioners or Board of Directors of BRI.

As of 31 December 2022, there were no members of the Board of Directors that have affiliates relationship with the controlling shareholder, or with fellow members of the Board of Directors and Board of Commissioners financially, in management and or in family relations.

Pursuant to the Articles of Association, members of the Board of Directors and Board of Commissioners shall not be related by blood to the third degree, either vertically or horizontally or relationship by marriage/family relationships from matrimony, including in-laws. The following illustrates the details:

Financial and Family Relations of the Board of Directors Management
Name Position Financial Relations with Family Relations With Management Relations
BoC BoD Controlling
Shareholder
BoC BoD Major and Controlling
Shareholders*
Yes No Yes No Yes No Yes No Yes No Yes No Yes No
Sunarso President Director
Catur Budi Harto Vice President Director
Supari Director of Micro Business
Amam Sukriyanto Director of Small & Medium Business
Handayani Director of Consumer Business
Agus Winardono Director of Human Capital
Viviana Dyah Ayu R.K. Director of Finance
Andrijanto Director of Network and Service
Agus Sudiarto Director of Risk Management
Agus Noorsanto Director of Wholesale & Institutional Business
Arga M. Nugraha Director of Network and Service
Ahmad Solichin Lutfiyanto Director of Compliance
Indra Utoyo** Director of Digital & Information Technology
* Direct or indirect
** Stop serving since March 1, 2022