Amendment to Financial Services Authority Circular Number 13/SEOJK.03/2019 on the Implementation of Corporate Governance for Sharia Rural Financing Banks

To:
Directors of Sharia Rural Financing Banks
At your location.

COPY
FINANCIAL SERVICES AUTHORITY CIRCULAR
REPUBLIC OF INDONESIA
NUMBER 9 /SEOJK.03/2022
CONCERNING
AMENDMENT TO FINANCIAL SERVICES AUTHORITY CIRCULAR NUMBER 13/SEOJK.03/2019 ON THE IMPLEMENTATION OF CORPORATE GOVERNANCE FOR SHARIA RURAL FINANCING BANKS

Based on Article 94 paragraph (1) of Financial Services Authority Regulation Number 24/POJK.03/2018 concerning the Implementation of Corporate Governance for Sharia Rural Financing Banks, hereinafter referred to as POJK BPRS Corporate Governance, BPRS is obligated to submit online corporate governance implementation reports through the Financial Services Authority reporting system.

In light of this and the alignment of regulations with Financial Services Authority Regulation Number 3/POJK.03/2022 concerning the Assessment of Health Levels for Rural Credit Banks and Sharia Rural Financing Banks, hereinafter referred to as POJK BPR and BPRS Health, it is necessary to make amendments to Financial Services Authority Circular Number 13/SEOJK.03/2019 concerning the Implementation of Corporate Governance for Sharia Rural Financing Banks, hereinafter referred to as SEOJK BPRS Corporate Governance, as follows:

1. The provisions of clause IV.1 are amended and supplemented by 1 (one) clause so that they read as follows:

2. BPRS is obligated to submit corporate governance implementation reports in accordance with Article 12 paragraph (1) of POJK BPR and BPRS Health at minimum to:
   a. shareholders; b. Financial Services Authority;
   c. BPRS associations in Indonesia; and
   d. stakeholders through internal media owned by BPRS, no later than January 31 for reports with a position date of December 31. 1.a. BPRS submits corporate governance implementation reports to:
   a. shareholders and the Financial Services Authority for the first time for reports with a position date of December 31, 2022 no later than January 31, 2023; and b. BPRS associations in Indonesia and stakeholders through internal media owned by BPRS for the first time for reports with a position date of December 31, 2023 no later than January 31, 2024.

3. The provisions of clause IV.2 are amended and supplemented by 1 (one) clause so that they read as follows:

4. For BPRS that have a website, it is mandatory to publish corporate governance implementation reports on the BPRS website no later than January 31 for reports with a position date of December 31 as referred to in Article 12 paragraph (2) of POJK BPR and BPRS Health.
   2.a. BPRS publishes corporate governance implementation reports on the BPRS website for the first time for reports with a position date of December 31, 2023 no later than January 31, 2024.

5. The provisions of clause IV.4.a are amended so that they read as follows:
   a. Scope of corporate governance as follows:

1. implementation of duties and responsibilities of the Board of Directors consists of:
   a) names, positions, and duties and responsibilities of the Board of Directors; and b) follow-up on recommendations from the results of the Board of Commissioners' supervision and DPS supervision regarding the implementation of Sharia Principles;
2. implementation of duties and responsibilities of the Board of Commissioners consists of:
   a) names, positions, and duties and responsibilities of the Board of Commissioners; and b) recommendations from the Board of Directors to the Board of Directors;
3. implementation of duties and responsibilities of the DPS consists of:
   a) names, positions, and duties and responsibilities of the DPS; and b) recommendations from the DPS to the Board of Directors regarding the implementation of Sharia Principles; and
4. completeness and implementation of duties or functions of committees (if any), consisting of:
   a) duties, responsibilities, work programs, and realization of committee work programs; and b) structure, membership, expertise, and independence of committee members.

4. The provisions of clause IV.4.j are amended so that they read as follows:
   j. Ratio of highest and lowest salaries, namely:

1. what is meant by salary is the rights of the Board of Directors, Board of Commissioners, DPS, and employees received and stated in the form of money as remuneration from BPRS to the Board of Directors, Board of Commissioners, DPS, and employees which are determined and paid according to employment agreements, agreements, or provisions of laws and regulations, including allowances for the Board of Directors, Board of Commissioners, DPS, and employees and their families for a job and/or services that have been performed in 1 (one) year.
2. ratio of highest and lowest salaries, which includes:
   a) ratio of the highest salary of Board of Directors members to the lowest salary of Board of Directors members; b) ratio of the highest salary of Board of Commissioners members to the lowest salary of Board of Commissioners members; c) ratio of the highest salary of DPS members to the lowest salary of DPS members; d) ratio of the highest salary of employees to the lowest salary of employees; e) ratio of the highest salary of Board of Commissioners members to the highest salary of Board of Directors members; and f) ratio of the highest salary of Board of Directors members to the highest salary of employees.

5. The provisions of clause IV.5 are amended so that they read as follows:

6. BPRS must correct BPRS corporate governance implementation reports which, based on the assessment of the Financial Services Authority, are declared not true and/or not complete significantly and resubmit them meeting the provisions as referred to in Article 89 paragraph (2) of POJK BPRS Corporate Governance.
   Included in the correction of BPRS corporate governance implementation reports conducted by BPRS is the adjustment of the Composite Governance Rating in the event of differences between the results of BPRS's own assessment and the results of the Financial Services Authority's assessment.

7. The provisions of clause IV.6 are deleted.

8. The provisions in clause IV are supplemented by 1 (one) number, namely number 7, so that they read as follows:

9. BPRS corporate governance implementation reports are prepared in a format referring to Appendix V which is an integral part of this Financial Services Authority Circular.

10. Based on this Financial Services Authority Circular, the Composite Governance Rating as referred to in SEOJK BPRS Corporate Governance is a governance factor rating as referred to in POJK BPR and BPRS Health.

11. The provisions in this Financial Services Authority Circular take effect from the date of establishment.

Established in Jakarta on June 29, 2022
EXECUTIVE HEAD OF BANKING SUPERVISOR
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, sd
HERU KRISTIYANA

This copy is consistent with the original
Legal Director 1
Legal Department smd
Mufli Asmawidjaja

APPENDIX V
FINANCIAL SERVICES AUTHORITY CIRCULAR
REPUBLIC OF INDONESIA
NUMBER 9 /SEOJK.03/2022
CONCERNING
AMENDMENT TO FINANCIAL SERVICES AUTHORITY CIRCULAR NUMBER 13/SEOJK.03/2019 ON THE IMPLEMENTATION OF CORPORATE GOVERNANCE FOR SHARIA RURAL FINANCING BANKS

FORMAT OF CORPORATE GOVERNANCE IMPLEMENTATION REPORT FOR SHARIA RURAL FINANCING BANKS

TABLE OF CONTENTS
CHAPTER I GENERAL EXPLANATION OF CORPORATE GOVERNANCE IMPLEMENTATION REPORT............ 5
CHAPTER II CORPORATE GOVERNANCE IMPLEMENTATION REPORT............................................. 6
A. Scope of Corporate Governance............................................................................ 6

1. Implementation of Duties and Responsibilities of the Board of Directors......................... 6
2. Implementation of Duties and Responsibilities of the Board of Commissioners ......... 6
3. Implementation of Duties and Responsibilities of the DPS............................. 7
4. Completeness and Implementation of Duties or Functions of Committees ............ 8
   B. Results of Self-Assessment of Corporate Governance Implementation ..................................... 9
   C. Share Ownership by Board of Directors Members.................................................... 9
   D. Financial Relationships and/or Family Relationships of Board of Directors Members with Other Board of Directors Members, Board of Commissioners Members, and/or
   Shareholders of the Relevant BPRS ...................................... 10
5. Financial Relationships of Board of Directors Members ........................................ 10
6. Family Relationships of Board of Directors Members .......................................... 10
   E. Share Ownership by Board of Commissioners Members in the Relevant BPRS and Other Companies .................................................. 11
   F. Financial Relationships and/or Family Relationships of Board of Commissioners Members with Board of Directors Members, Other Board of Commissioners Members,
   and/or Shareholders of the Relevant BPRS....................... 12
7. Financial Relationships of Board of Commissioners Members......................... 12
8. Family Relationships of Board of Commissioners Members .......................... 13
   G. Concurrent Positions of Board of Commissioners Members in Rural Credit Banks,
   Other BPRS, and/or Other Institutions or Companies........... 13
   H. Concurrent Positions of DPS Members as DPS Members in Other Sharia Financial Institutions...................................................................... 14
   I. Remuneration Packages or Other Facilities for the Board of Directors,
   Board of Commissioners, and DPS Established Based on
   GMS Decisions ............................................................................... 15
   J. Ratio of Highest and Lowest Salaries ..................................................... 16
   K. Frequency of Board of Commissioners Meetings..................................................... 17
9. Holding of Meetings in 1 (one) Year............................ 17
10. Attendance of Board of Commissioners Members ......................................... 17
    L. Frequency of DPS Meetings......................................................................... 18
11. Holding of Meetings in 1 (one) Year............................ 18
12. Attendance of DPS Members.............................................................. 18
    M. Number of Internal Fraud Incidents.................................... 19
    N. Number of Legal Issues and Resolution Efforts by BPRS ... 19

O. Transactions Containing Conflicts of Interest.......................... 20
P. Fund Disbursement for Social Activities and Political Activities ............ 20

CHAPTER I
GENERAL EXPLANATION OF CORPORATE GOVERNANCE IMPLEMENTATION REPORT BPRS submits a general explanation regarding the implementation of BPRS corporate governance or other matters deemed significant according to the conditions and policies of each respective BPRS. Address :
Telephone Number :
General Explanation :

CHAPTER II
CORPORATE GOVERNANCE IMPLEMENTATION REPORT
BPRS submits information regarding each disclosure aspect according to the conditions and policies of BPRS. A. Scope of Corporate Governance

1. Implementation of Duties and Responsibilities of the Board of Directors*)
   No
   Name
   Board of Directors Members
   Position
   Duties and
   Responsibilities

3. etc.
   Follow-up on Recommendations
   Results of Board of Commissioners and DPS Supervision) Note:
   *) BPRS also submits the National Identity Number (NIK) of each Board of Directors member to the Financial Services Authority in the Financial Services Authority reporting system. ) Including follow-up on recommendations from the Board of Commissioners and DPS not reported in corporate governance implementation reports in previous years.

4. Implementation of Duties and Responsibilities of the Board of Commissioners*)
   No
   Name of Board of Commissioners Members
   Position
   Duties and
   Responsibilities

6. etc.
   Recommendations to the Board of Directors

Note:
*) BPRS also submits the NIK of each Board of Commissioners member to the Financial Services Authority in the Financial Services Authority reporting system.

3. Implementation of Duties and Responsibilities of DPS*)
   No
   Name
   DPS Members
   Position
   Duties and
   Responsibilities

5. etc.
   Recommendations for Sharia Principles Implementation to the Board of Directors DPS Supervision Results Report Semester 1 DPS Supervision Results Report Semester 2 Number Date Number Date Note:
   *) BPRS also submits the NIK of each DPS member to the Financial Services Authority in the Financial Services Authority reporting system.

6. Completeness and Implementation of Duties or Functions of Committees
   a. Duties, Responsibilities, Work Programs, and Realization of Committee Work Programs No Committee Duties and Responsibilities Work Programs Realization Number Meetings

7. Audit Committee

8. Risk Monitoring Committee

9. Remuneration and
   Nomination Committee b. Structure, Membership, Expertise, and Independence*)) No Name Committee Members Expertise *) Committee) Independent Parties Audit Risk Monitoring Remuneration and Nomination 1. 2. etc. Note:
   *) In the event that BPRS does not form committees, BPRS submits the table without entries in the Financial Services Authority reporting system. ) BPRS also submits the NIK of each committee member to the Financial Services Authority in the Financial Services Authority reporting system. *) Filled with the competence and/or experience of each committee member according to the duties and responsibilities of the committee. ) For each type of committee, filled with the status "Chairman", "Member", or "Not Serving".

B. Results of Self-Assessment of Corporate Governance Implementation The format for the results of self-assessment of BPRS corporate governance implementation refers to Appendix III.B of SEOJK BPRS Corporate Governance.

C. Share Ownership by Board of Directors Members*)
No
Name
Board of Directors Members)
Share Ownership
Relevant BPRS Other Companies
Nominal (Rp)
Ownership Percentage
(%)
Name
Company
*)
Ownership Percentage
(%)
1.
2. etc.
Note:
*) In the event that Board of Directors members do not own shares in the relevant BPRS and/or other companies, BPRS submits the table without entries in the Financial Services Authority reporting system. ) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each Board of Directors member. *) In the Financial Services Authority reporting system, if the company is:
a. a commercial bank, rural credit bank, or BPRS then BPRS also submits the bank code number according to the Financial Services Authority Circular regarding monthly reports of rural financing banks; or b. other than commercial banks, rural credit banks, or BPRS then BPRS only submits the name of the company.

D. Financial Relationships and/or Family Relationships of Board of Directors Members with Other Board of Directors Members, Board of Commissioners Members, and/or Shareholders of the Relevant BPRS

1. Financial Relationships of Board of Directors Members
   No
   Name of Board of Directors Members*)
   Financial Relationships)
   Other Board of Directors Members
   Board of Commissioners Members
   Shareholders

3. etc.
   Note:
   *) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each Board of Directors member. ) In the event of financial relationships, filled with "Name - Financial Relationship". Financial relationships as referred to in clause I.3.a of SEOJK BPRS Corporate Governance. Example: "Mr. A - Acting as Guarantor". In the event that Board of Directors members have financial relationships with more than one party in each column, writing is separated by a comma (,). Example: "Mr. A - Acting as Guarantor", "Mrs. B - Receiving Loans". In the event that Board of Directors members do not have financial relationships, filled with "Nil".

4. Family Relationships of Board of Directors Members
   No
   Name of Board of Directors Members*)
   Family Relationships)
   Other Board of Directors Members
   Board of Commissioners Members
   Shareholders

6. etc.

Note:
*) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each Board of Directors member. ) In the event of family relationships, filled with "Name - Family Relationship". Family relationships as referred to in clause I.3.d of SEOJK BPRS Corporate Governance. Example: "Mr. A - Husband". In the event that Board of Directors members have family relationships with more than one party in each column, writing is separated by a comma (,). Example: "Mr. A - Husband", "Mrs. B - Sibling". In the event that Board of Directors members do not have family relationships, filled with "Nil".

E. Share Ownership by Board of Commissioners Members in the Relevant BPRS and Other Companies*) No Name Board of Commissioners Members ) Share Ownership Relevant BPRS Other Companies Nominal (Rp) Ownership Percentage (%) Name Company *) Ownership Percentage (%) 1. 2. etc. Note:
*) In the event that Board of Commissioners members do not own shares in the relevant BPRS and/or other companies, BPRS submits the table without entries in the Financial Services Authority reporting system. ) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each Board of Commissioners member. *) In the Financial Services Authority reporting system, if the company is:
a. a commercial bank, rural credit bank, or BPRS then BPRS also submits the bank code number according to the Financial Services Authority Circular regarding monthly reports of rural financing banks; or b. other than commercial banks, rural credit banks, or BPRS then BPRS only submits the name of the company.

F. Financial Relationships and/or Family Relationships of Board of Commissioners Members with Board of Directors Members, Other Board of Commissioners Members, and/or Shareholders of the Relevant BPRS

1. Financial Relationships of Board of Commissioners Members
   No
   Name of Board of Commissioners Members*)
   Financial Relationships)
   Board of Directors Members
   Other Board of Commissioners Members
   Shareholders

3. etc.
   Note:
   *) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each Board of Commissioners member. ) In the event of financial relationships, filled with "Name - Financial Relationship". Financial relationships as referred to in clause I.3.a of SEOJK BPRS Corporate Governance. Example: "Mr. X - Acting as Guarantor". In the event that Board of Commissioners members have financial relationships with more than one party in each column, writing is separated by a comma (,). Example: "Mr. X - Acting as Guarantor", "Mrs. Y - Receiving Loans". In the event that Board of Commissioners members do not have financial relationships, filled with "Nil".

4. Family Relationships of Board of Commissioners Members
   No
   Name of Board of Commissioners Members*)
   Family Relationships)
   Board of Directors Members
   Other Board of Commissioners Members
   Shareholders

6. etc.
   Note:
   *) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each Board of Commissioners member. ) In the event of family relationships, filled with "Name - Family Relationship". Family relationships as referred to in clause I.3.d of SEOJK BPRS Corporate Governance. Example: "Mr. X - Husband". In the event that Board of Commissioners members have family relationships with more than one party in each column, writing is separated by a comma (,). Example: "Mr. X - Husband", "Mrs. Y - Sibling". In the event that Board of Commissioners members do not have family relationships, filled with "Nil".

G. Concurrent Positions of Board of Commissioners Members in Rural Credit Banks, Other BPRS, and/or Other Institutions or Companies*) No Name of Board of Commissioners Members) Name of Other BPRS/ BPR/Institution/Company*) Position 1. 2. etc. Note:
*) In the event that Board of Commissioners members do not have concurrent positions, BPRS submits the table without entries in the Financial Services Authority reporting system. ) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each Board of Commissioners member.

*) In the Financial Services Authority reporting system, if Board of Commissioners members have concurrent positions in:
a. commercial banks, rural credit banks, or other BPRS then BPRS also submits the bank code number according to the Financial Services Authority Circular regarding monthly reports of rural financing banks; or b. other than commercial banks, rural credit banks, or other BPRS then BPRS only submits the name of the institution or company.

H. Concurrent Positions of DPS Members as DPS Members in Other Sharia Financial Institutions*) No Name DPS Members) Name of Other Sharia Financial Institutions*) Position 1. 2. etc. Note:
*) In the event that DPS members do not have concurrent positions, BPRS submits the table without entries in the Financial Services Authority reporting system. ) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each DPS member. *) In the Financial Services Authority reporting system, if DPS members have concurrent positions in:
a. Sharia commercial banks, Sharia business units, other BPRS, or other financial service institutions conducting business activities based on Sharia Principles then BPRS also submits the institution code number as found in the Financial Services Authority reporting system; or b. other than Sharia commercial banks, Sharia business units, other BPRS, or other financial service institutions conducting business activities based on Sharia Principles then BPRS only submits the name of other Sharia financial institutions. In the event that the code number of other financial service institutions conducting business activities based on Sharia Principles is not yet available in the Financial Services Authority reporting system, BPRS only submits the name of other financial service institutions conducting business activities based on Sharia Principles in the Financial Services Authority reporting system.

I. Remuneration Packages or Other Facilities for the Board of Directors, Board of Commissioners, and DPS Established Based on GMS Decisions
No
Type
Remuneration
(In 1 Year)
Board of Directors Board of Commissioners DPS
Number
Of People
Amount
(Rp)
Number
Of People
Amount
(Rp)
Number
Of People
Amount
(Rp)
A Remuneration

1. Basic Salary
2. Allowances
3. Tantiems
4. Bonuses
5. Stock-Based Compensation
6. Other Remuneration*)
   Total
   Remuneration
   B Other Facilities
7. Housing
8. Transportation
9. Health
10. Other Facilities*)
    Total Other Facilities
    C Total
    Remuneration and Other Facilities
    Note:
    *) Other remuneration and facilities are established based on GMS decisions considering the duties, authorities, and responsibilities of each Board of Directors member, Board of Commissioners member, and DPS member.

J. Ratio of Highest and Lowest Salaries
Description*) Ratio)
Ratio of the highest salary of Board of Directors members to the lowest salary of Board of Directors members Ratio of the highest salary of Board of Commissioners members to the lowest salary of Board of Commissioners members Ratio of the highest salary of DPS members to the lowest salary of DPS members Ratio of the highest salary of employees to the lowest salary of employees Ratio of the highest salary of Board of Commissioners members to the highest salary of Board of Directors members Ratio of the highest salary of Board of Directors members to the highest salary of employees Note:
*) Salaries include basic salaries and allowances received in 1 (one) year.
) Example:
Highest Board of Directors member salary = Rp600,000,000.00 Lowest Board of Directors member salary = Rp450,000,000.00 Ratio of the highest salary of Board of Directors members to the lowest salary of Board of Directors members:
= Rp600,000,000.00 / Rp450,000,000.00 = 1.33
Thus, in the Financial Services Authority reporting system, BPRS submits as "1.33".

K. Frequency of Board of Commissioners Meetings

1. Holding of Meetings in 1 (one) Year
   No Meeting Date Number of Participants Meeting Agenda 1.
4. etc.
5. Attendance of Board of Commissioners Members
   No
   Name of Board of Commissioners Members*)
   Attendance Frequency Attendance Rate
   (%))
   Physical Teleconference
7. etc.
   Note:
   *) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each Board of Commissioners member. ) Attendance rate is the comparison of the frequency of physical attendance plus the frequency of teleconference attendance to the number of meetings held in 1 (one) year. Example:
   Frequency of physical attendance = 1
   Frequency of teleconference attendance = 3
   Number of meetings held = 5
   Attendance Rate = (1+3)/5 x 100% = 80%
   Thus, in the Financial Services Authority reporting system, BPRS submits as "80.00".

L. Frequency of DPS Meetings

1. Holding of Meetings in 1 (one) Year
   No Meeting Date Number of Participants Meeting Agenda 1.
4. etc.
5. Attendance of DPS Members
   No
   Name of DPS Members*)
   Attendance Frequency Attendance Rate
   (%))
   Physical Teleconference
7. etc.
   Note:
   *) In the Financial Services Authority reporting system, what BPRS submits is the NIK of each DPS member. ) Attendance rate is the comparison of the frequency of physical attendance plus the frequency of teleconference attendance to the number of meetings held in 1 (one) year. Example:
   Frequency of physical attendance = 0
   Frequency of teleconference attendance = 2
   Number of meetings held = 4
   Attendance Rate = (0+2)/4 x 100% = 50%
   Thus, in the Financial Services Authority reporting system, BPRS submits as "50.00".

M. Total Internal Fraud

Total Internal Fraud (Within 1 Year)*)	Total Cases Committed By:
Year Prior	Report Year
Year Prior	Report Year
Year Prior	Report Year
Year Prior	Report Year
Year Prior	Report Year
Year Prior	Report Year
Total Fraud
Resolved	In Process of Resolution	Not Yet Attempted Resolution
Followed Up via Legal Process

Notes:
*) BPRS must explain further regarding the resolution efforts for internal fraud committed. In the event there is internal fraud that has not had resolution efforts attempted, BPRS may explain the research efforts that have been conducted. ) Refers to internal fraud that is still in the research process.

N. Total Legal Issues and Resolution Efforts by BPRS

Legal Issues*)	Total (units)
Civil	Criminal
Has Permanent Legal Force	In Process of Resolution	Total

Notes:
*) BPRS must explain further regarding the resolution efforts for legal issues conducted.

O. Transactions Containing Conflicts of Interest*)

No	Party with Conflict of Interest*)	Decision Maker*)	Transaction Type	Transaction Value (million rupiah)	Explanation*)
	Name	Position	Name	Position
1.
2.
...

Notes:
*) In the event there are no transactions containing conflicts of interest, BPRS submits the table without entries in the OJK reporting system. ) BPRS also submits the NIK (National Identity Number) of each party having a conflict of interest and the decision-making party to the OJK via the OJK reporting system. *) Explanation is filled with:
a. compliance and/or non-compliance of the transaction with internal regulations; and b. the connection between the party having a conflict of interest and the decision-making party.

P. Fund Disbursement for Social Activities and Political Activities*)

No	Date of Fund Disbursement	Type of Activity	Description of Activity	Recipient Party	Amount (Rp)
1.
2.
...

Notes:
*) In the event there are no fund disbursements for social activities and political activities, BPRS submits the table without entries in the OJK reporting system.

This copy is consistent with the original
Director of Law 1
Legal Department signed
Mufli Asmawidjaja

Determined in Jakarta on 29 June 2022

HEAD OF EXECUTIVE SUPERVISOR OF BANKING
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
HERU KRISTIYANA