Financial Services Authority Regulation Number 13/POJK.05/2022 Concerning Supervision of PT Bahana Pembinaan Usaha Indonesia (Persero)

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY
FINANCIAL SERVICES AUTHORITY REGULATION
NUMBER 13 /POJK.05/2022
CONCERNING
SUPERVISION OF PT BAHANA PEMBINAAN USAHA INDONESIA (STATE-OWNED LIMITED LIABILITY COMPANY) BY THE GRACE OF GOD THE ALMIGHTY, THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that in accordance with Article 4 letter c of Government Regulation Number 20 of 2020 concerning the Addition of State Capital Participation in the Share Capital of PT Bahana Pembinaan Usaha Indonesia (State-Owned Limited Liability Company), PT Bahana Pembinaan Usaha Indonesia is under the regulation and supervision of the Financial Services Authority; b. that to carry out supervision over PT Bahana Pembinaan Usaha Indonesia (State-Owned Limited Liability Company), it is necessary to formulate regulations for PT Bahana Pembinaan Usaha Indonesia (State-Owned Limited Liability Company);
c. that based on the considerations referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning the Supervision of PT Bahana Pembinaan Usaha Indonesia (State-Owned Limited Liability Company);
Recalling:

1. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253);
2. Government Regulation Number 20 of 2020 concerning the Addition of State Capital Participation in the Share Capital of PT Bahana Pembinaan Usaha Indonesia (State-Owned Limited Liability Company) (State Gazette of the Republic of Indonesia Year 2020 Number 77);
   DECIDING:
   Decree: FINANCIAL SERVICES AUTHORITY REGULATION CONCERNING SUPERVISION OF PT BAHANA PEMBINAAN USAHA INDONESIA (STATE-OWNED LIMITED LIABILITY COMPANY).

CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:

1. PT Bahana Pembinaan Usaha Indonesia (State-Owned Limited Liability Company), hereinafter referred to as the Company, is a legal entity with the status of a state-owned business entity established based on Government Regulations regarding State Capital Participation for the Establishment of Limited Liability Companies in the Field of National Private Business Development and Government Regulation Number 20 of 2020 concerning the Addition of State Capital Participation in the Share Capital of PT Bahana Pembinaan Usaha Indonesia (State-Owned Limited Liability Company).
2. Financial Conglomerate is a financial service institution that is part of one group or cluster due to ownership and/or control linkages as referred to in the Financial Services Authority Regulation regarding financial conglomerates.
3. Risk Management is a series of methodologies and procedures used to identify, measure, monitor, and control risks arising from all business activities of the Company.
4. Integrated Risk Management is a series of methodologies and procedures used to identify, measure, monitor, and control risks arising from all business activities of financial service institutions grouped within a Financial Conglomerate in an integrated manner as referred to in the Financial Services Authority Regulation regarding the application of integrated risk management for financial conglomerates.
5. Corporate Governance is a governance system in the Company that applies principles of transparency, accountability, responsibility, independence or professionalism, and fairness.
6. Integrated Corporate Governance is a governance system that applies principles of transparency, accountability, responsibility, independence or professionalism, and fairness in an integrated manner within a Financial Conglomerate as referred to in the Financial Services Authority Regulation regarding the application of integrated corporate governance for financial conglomerates.
7. Board of Directors is the company organ authorized and fully responsible for managing the company for the benefit of the company, in accordance with the company's purpose and objectives, and representing the company, both in and out of court, in accordance with the provisions of the Articles of Association.
8. Board of Commissioners is the company organ tasked with conducting general and/or specific supervision in accordance with the Articles of Association and providing advice to the Board of Directors.
9. Supervision is the process of evaluating the Company and related parties with the aim of ensuring the Company performs its functions well and successfully achieves its established objectives.
10. Examination is a series of activities to search for, collect, process, and evaluate data and/or information, and to assess and provide conclusions regarding the conduct of the Company's business.

CHAPTER II
COMPANY STATUS
Article 2
(1) The Company is a financial service institution.
(2) The Company and its subsidiaries are designated as a Financial Conglomerate as regulated in the Financial Services Authority Regulation regarding Financial Conglomerates. (3) With the designation of the Company and its subsidiaries as a Financial Conglomerate as referred to in paragraph (2), the Company and its subsidiaries are required to fulfill regulations regarding Financial Conglomerates.

Article 3
(1) In the event the Company violates the provisions as referred to in Article 2 paragraph (3), the Company shall be subject to administrative sanctions in the form of a written warning. (2) The written warning as referred to in paragraph (1) is given for a maximum of 3 (three) consecutive times, with each period lasting a maximum of 2 (two) months. (3) In the event that after the expiration of the validity period of the third written warning, the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority may establish an additional validity period of a maximum of 6 (six) months. (4) In the event that after the expiration of the validity period of the third written warning as referred to in paragraph (2) or the additional validity period as referred to in paragraph (3), the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority shall provide a recommendation to the shareholders.

CHAPTER III
SUPERVISION
Section One
Scope of Supervision
Article 4
(1) The Financial Services Authority conducts Supervision over the Company regarding compliance with statutory regulations.
(2) The scope of Supervision by the Financial Services Authority over the Company as referred to in paragraph (1) includes the Company's activities covering the implementation of duties and authorities as a parent company based on statutory regulations.

Section Two
Supervision Procedures
Paragraph One
General
Article 5
Supervision of the Company regarding compliance as referred to in Article 3 paragraph (1) is conducted through:
a. Direct Supervision; and b. Indirect Supervision.

Paragraph Two
Direct Supervision
Article 6
(1) Direct Supervision as referred to in Article 5 letter a is conducted by the Financial Services Authority through Examination of the Company.
(2) In conducting Direct Supervision as referred to in paragraph (1), the Financial Services Authority may conduct Examinations of:
a. subsidiaries; and/or b. other parties that conduct transactions with the Company.
(3) Examinations as referred to in paragraph (1) and paragraph (2) aim to:
a. obtain an overview of the Company's condition; and/or b. assess whether the Company has complied with statutory regulations.

Article 7
(1) Examinations conducted by the Financial Services Authority over the Company may cover all aspects or specific aspects of the Company's business activities.
(2) Examinations of the Company are conducted at least 1 (one) time in 1 (one) year according to the needs of the Examination.

Article 8
The Financial Services Authority may appoint other independent parties as examiners to support the implementation of Examinations, with the appointment carried out based on a work order letter.

Article 9
(1) The Company, subsidiaries, and/or other parties subject to Examination as referred to in Article 6 paragraph (1) and paragraph (2) are required to:
a. fulfill the examiner's request to provide or lend books, files, notes, dispositions, memoranda, other documents needed, electronic data, including copies, and other items deemed necessary to support Supervision; b. provide information and explanations to the examiner based on actual facts and conditions related to the aspects being examined, both orally and in writing;
c. give the examiner the opportunity to investigate the existence and use of physical and/or non-physical facilities related to the aspects being examined;
d. present third parties upon the examiner's request to provide data, documents, and/or information to the examiner related to the Examination; and/or e. fulfill other requests from the examiner to support the Examination process of the Company and related parties. (2) The Company, subsidiaries, and/or other parties subject to Examination as referred to in Article 6 paragraph (1) and paragraph (2) are prohibited from hindering the Direct Supervision process.

Article 10
(1) Examinations are conducted by an examination team based on an Examination Order Letter issued by the Financial Services Authority.
(2) The Financial Services Authority submits an Examination Notification Letter to the Company, subsidiaries, and/or other parties as referred to in Article 6 paragraph (1) and paragraph (2) before the Examination is conducted. (3) The Examination Notification Letter as referred to in paragraph (2) contains at least the following information:
a. number and date of the Examination Order Letter; b. composition of the examination team;
c. scope of the Examination;
d. purpose of the Examination; e. Examination period; f. initial documents required for the Examination; and g. deadline for submission of initial documents to the Examiner. (4) The Financial Services Authority may submit the Examination Notification Letter on the same day as the implementation of the Examination if prior notification before the Examination is suspected to:
a. complicate or hinder the Examination process; b. obscure the actual situation; and/or
c. hide or eliminate data, information, and/or reports needed in the Examination.

Article 11
(1) In the Examination process, the examination team conducts confirmation with the Company, subsidiaries, and/or other parties regarding findings in the Examination.
(2) Before the Examination ends, the examination team discusses the findings in the Examination with the Company, subsidiaries, and/or other parties.
(3) Upon the end of the Examination, the examination team holds a meeting with the Board of Directors of the Company, the board of directors of subsidiaries, and/or the leadership of other parties regarding the results of the Examination and follow-up actions from the Examination results. (4) The results of the meeting as referred to in paragraph (3) are recorded in a minutes document containing the Examination results and recommendations or follow-up actions, signed by the examination team and the Board of Directors of the Company, the board of directors of subsidiaries, and/or the leadership of other parties. (5) In the event the Board of Directors refuses to sign the minutes document as referred to in paragraph (4), the examination team establishes the minutes document without being signed by the Board of Directors of the Company, the board of directors of subsidiaries, and/or the leadership of other parties. (6) The Examination period may be extended according to needs and the complexity of the Direct Supervision of the Company.

Article 12
(1) After the Examination process ends, the examination team prepares an Examination Results Report.
(2) The Financial Services Authority submits the Examination Results Report as referred to in paragraph (1) to the Board of Directors and Board of Commissioners of the Company. (3) The Examination Results Report as referred to in paragraph (1) is confidential. (4) The use of the Examination Results Report as referred to in paragraph (1) by parties outside the Company must obtain prior approval from the Financial Services Authority, unless otherwise regulated by statutory regulations.

Article 13
(1) The Company is required to take follow-up steps in accordance with the recommendations contained in the Examination Results Report as referred to in Article 12 paragraph (1). (2) The Company is required to report the implementation of the follow-up steps as referred to in paragraph (1) to the Financial Services Authority within the time limit established in the Examination Results Report. (3) The obligation to report the implementation of follow-up steps as referred to in paragraph (2) ends if the Financial Services Authority assesses that the Company has implemented the follow-up steps in accordance with the Examination Results Report.

Paragraph Three
Indirect Supervision
Article 14
The Financial Services Authority implements Indirect Supervision as referred to in Article 5 letter b towards the Company through analysis of:
a. periodic reports, incidental reports, and/or other reports submitted by the Company to the Financial Services Authority; and/or b. other information.

Paragraph Four
Administrative Sanctions
Article 15
(1) In the event the Company violates the provisions as referred to in Article 9, Article 13 paragraph (1), and paragraph (2), it shall be subject to administrative sanctions in the form of a written warning. (2) The written warning as referred to in paragraph (1) is given for a maximum of 3 (three) consecutive times, with each period lasting a maximum of 2 (two) months. (3) In the event that after the expiration of the validity period of the third written warning, the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority may establish an additional validity period of a maximum of 6 (six) months. (4) In the event that after the expiration of the validity period of the third written warning as referred to in paragraph (2) or the additional validity period as referred to in paragraph (3), the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority shall provide a recommendation to the shareholders.

CHAPTER IV
GOOD CORPORATE GOVERNANCE
Article 16
(1) The Company is required to apply Good Corporate Governance principles in all its business activities at all levels or tiers of the organization.
(2) The Good Corporate Governance principles as referred to in paragraph (1) include:
a. transparency; b. accountability;
c. responsibility;
d. independence or professionalism; and e. fairness.

Article 17
(1) The application of Good Corporate Governance principles as referred to in Article 16 paragraph (1) is manifested at least in:
a. the implementation of duties and responsibilities of the Board of Directors and Board of Commissioners of the Company; b. the completeness and implementation of duties of committees and work units performing internal audit functions;
c. the application of compliance, internal audit, and external audit functions;
d. the application of Risk Management and internal control systems; e. the application of remuneration policies; and f. transparency of financial and non-financial conditions. (2) The implementation of Good Corporate Governance principles as referred to in Article 16 paragraph (1) must be formulated in a guideline. (3) The Financial Services Authority conducts an assessment of the Good Corporate Governance guideline as referred to in paragraph (1). (4) The Financial Services Authority may request the Company to improve the Good Corporate Governance guideline as referred to in paragraph (2). (5) The Company is required to follow up on the Financial Services Authority's request to improve the Good Corporate Governance guideline.

Article 18
(1) The Company is required to conduct an assessment of the application of Good Corporate Governance at least 1 (one) time in 1 (one) year for the year-end position.
(2) The assessment as referred to in paragraph (1) may be conducted through self-assessment or by an independent party.

Article 19
(1) The Company is required to prepare a report on the application of Good Corporate Governance at the end of each fiscal year.
(2) The report on the application of Good Corporate Governance as referred to in paragraph (1) must contain at least:
a. transparency of the application of Good Corporate Governance, which must include the disclosure of all aspects of the implementation of Good Corporate Governance principles as referred to in Article 17 paragraph (1); b. assessment of the application of Good Corporate Governance as referred to in Article 18 paragraph (1); and
c. a follow-up plan including corrective actions required and the completion time and obstacles to completion, if there are still deficiencies in the application of Good Corporate Governance.
(3) The Company is required to submit the report on the application of Good Corporate Governance as referred to in paragraph (1) no later than February 28 of the following year. (4) If February 28 as referred to in paragraph (3) is a holiday, the deadline for submitting the report is the first working day thereafter.

Article 20
(1) In the event the Company violates the provisions as referred to in Article 16 paragraph (1), Article 17 paragraph (2) and paragraph (5), Article 18 paragraph (1), and Article 19 paragraph (1) and paragraph (3), it shall be subject to administrative sanctions in the form of a written warning. (2) The written warning as referred to in paragraph (1) is given for a maximum of 3 (three) consecutive times, with each period lasting a maximum of 2 (two) months. (3) In the event that after the expiration of the validity period of the third written warning, the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority may establish an additional validity period of a maximum of 6 (six) months. (4) In the event that after the expiration of the validity period of the third written warning as referred to in paragraph (2) or the additional validity period as referred to in paragraph (3), the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority shall provide a recommendation to the shareholders.

CHAPTER V
RISK MANAGEMENT
Article 21
(1) The Company is required to apply Risk Management effectively.
(2) The application of Risk Management as referred to in paragraph (1) must cover at least:
a. active supervision by the Board of Directors and Board of Commissioners; b. adequacy of Risk Management policies and procedures and the establishment of risk limits;
c. adequacy of risk identification, measurement, control, and monitoring processes, and the Risk Management information system; and
d. a comprehensive internal control system.
(3) In applying Risk Management as referred to in paragraph (1), the Company must have a Risk Management application guideline.
(4) The Financial Services Authority conducts an assessment of the Company's Risk Management guideline as referred to in paragraph (3).
(5) The Financial Services Authority may request the Company to improve the Risk Management guideline.
(6) The Company is required to follow up on the Financial Services Authority's request to improve the Risk Management guideline.

Article 22
Risk Management as referred to in Article 21 paragraph (1) covers at least the following types of risks:
a. strategic risk; b. operational risk;
c. credit risk;
d. market risk; e. liquidity risk; f. legal risk; g. compliance risk; and h. reputational risk.

Article 23
(1) In applying Risk Management as referred to in Article 21 paragraph (1), the Company is required to conduct a risk level assessment.
(2) The risk level assessment as referred to in paragraph (1) must be conducted at least 1 (one) time in 1 (one) year for the year-end position.
(3) If necessary, the Financial Services Authority may request the Company to conduct a risk level assessment at any time.

Article 24
(1) The Company is required to submit the results of the risk level assessment as referred to in Article 23 to the Financial Services Authority, with the provisions:
a. for the year-end risk level assessment as referred to in Article 23 paragraph (2), it must be submitted no later than February 28 of the following year; and b. for the ad-hoc risk level assessment as referred to in Article 23 paragraph (3), it must be submitted within the time limit established by the Financial Services Authority. (2) If February 28 as referred to in paragraph (1) is a holiday, the deadline for submitting the risk level assessment results is the first working day thereafter.

Article 25
(1) In the event the Company violates the provisions as referred to in Article 21 paragraph (1), paragraph (3), and paragraph (6), Article 23 paragraph (1) and paragraph (2), and Article 24 paragraph (1), it shall be subject to administrative sanctions in the form of a written warning. (2) The written warning as referred to in paragraph (1) is given for a maximum of 3 (three) consecutive times, with each period lasting a maximum of 2 (two) months. (3) In the event that after the expiration of the validity period of the third written warning, the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority may establish an additional validity period of a maximum of 6 (six) months. (4) In the event that after the expiration of the validity period of the third written warning as referred to in paragraph (2) or the additional validity period as referred to in paragraph (3), the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority shall provide a recommendation to the shareholders.

CHAPTER VI
INTEGRATED CORPORATE GOVERNANCE AND INTEGRATED RISK MANAGEMENT
Article 26
The Company and its subsidiaries are required to apply Integrated Corporate Governance and Integrated Risk Management comprehensively and effectively.

Article 27
The application of Integrated Corporate Governance as referred to in Article 26 covers at least:
a. requirements for the Board of Directors and Board of Commissioners of the Company; b. duties and responsibilities of the Board of Directors and Board of Commissioners of the Company;
c. duties and responsibilities of the Integrated Corporate Governance committee;
d. duties and responsibilities of the integrated compliance work unit; e. duties and responsibilities of the integrated internal audit work unit; f. application of Integrated Risk Management; and g. preparation and implementation of the Integrated Corporate Governance guideline.

Article 28
The application of Integrated Risk Management as referred to in Article 26 covers at least:
a. supervision by the Board of Directors and Board of Commissioners of the Company; b. adequacy of policies, procedures, and establishment of Integrated Risk Management limits;
c. adequacy of processes for integrated identification, measurement, monitoring, and control of risks, and the Integrated Risk Management information system; and
d. a comprehensive internal control system regarding the application of Integrated Risk Management.

Article 29
The application of Integrated Corporate Governance and Integrated Risk Management as referred to in Article 26 is implemented in accordance with:
a. the Financial Services Authority Regulation regarding integrated corporate governance for financial conglomerates; and b. the Financial Services Authority Regulation regarding the application of integrated risk management for financial conglomerates.

Article 30
(1) In the event the Company violates the provisions as referred to in Article 26, it shall be subject to administrative sanctions in the form of a written warning.
(2) The written warning as referred to in paragraph (1) is given for a maximum of 3 (three) consecutive times, with each period lasting a maximum of 2 (two) months.
(3) In the event that after the expiration of the validity period of the third written warning, the Company still does not fulfill the provisions as referred to in paragraph (1), the Financial Services Authority may establish an additional validity period of a maximum of 6 (six) months.

(4) In the event that after the expiration of the validity period of the third written warning as referred to in paragraph (2) or the additional period as referred to in paragraph (3), the Company still fails to fulfill the provisions as referred to in paragraph (1), the Otoritas Jasa Keuangan provides a recommendation to the shareholders.

CHAPTER VII
ASSESSMENT OF FITNESS AND PROPRIETY AND RE-ASSESSMENT

First Section
Assessment of Fitness and Propriety

Article 31
(1) Candidates for members of the Board of Directors and members of the Board of Commissioners of the Company must obtain approval from the Otoritas Jasa Keuangan before carrying out actions, duties, and functions as members of the Board of Directors and members of the Board of Commissioners of the Company. (2) To provide approval as referred to in paragraph (1), the Otoritas Jasa Keuangan conducts an assessment of fitness and propriety towards the candidates for members of the Board of Directors and members of the Board of Commissioners of the Company. (3) The assessment of fitness and propriety as referred to in paragraph (2) is implemented in accordance with the provisions of the Otoritas Jasa Keuangan Regulation regarding the assessment of fitness and propriety for key parties of financial service institutions.

Second Section
Re-assessment

Article 32
(1) In the event that members of the Board of Directors and/or members of the Board of Commissioners of the Company are indicated to be involved in and/or responsible for integrity, financial reputation, and/or competence issues, the Otoritas Jasa Keuangan conducts a re-assessment of the members of the Board of Directors and/or members of the Board of Commissioners of the Company. (2) The re-assessment of the members of the Board of Directors and members of the Board of Commissioners of the Company as referred to in paragraph (1) refers to the Otoritas Jasa Keuangan Regulation regarding re-assessment for key parties of financial service institutions.

Third Section
Administrative Sanctions

Article 33
(1) In the event that the Company violates the provisions as referred to in Article 31 paragraph (1), it is subject to administrative sanctions in the form of a written warning. (2) The written warning as referred to in paragraph (1) is given for a maximum of 3 (three) consecutive times with a duration of each being a maximum of 2 (two) months. (3) In the event that after the expiration of the validity period of the third written warning, the Company still fails to fulfill the provisions as referred to in paragraph (1), the Otoritas Jasa Keuangan may establish an additional validity period of a maximum of 6 (six) months. (4) In the event that after the expiration of the validity period of the third written warning as referred to in paragraph (2) or the additional period as referred to in paragraph (3), the Company still fails to fulfill the provisions as referred to in paragraph (1), the Otoritas Jasa Keuangan provides a recommendation to the shareholders.

CHAPTER VIII
REPORTING

First Section
Periodic Reports

Article 34
(1) The Company is required to prepare:
a. monthly reports; b. quarterly internal audit reports; and
c. annual financial reports that have been audited by a public accountant.
(2) Further provisions regarding the format, structure, and procedures for submitting monthly reports as referred to in paragraph (1) letter a are established by the Otoritas Jasa Keuangan.

Article 35
(1) The Company is required to submit:
a. monthly reports as referred to in Article 34 paragraph (1) letter a to the Otoritas Jasa Keuangan no later than the 10th of the following month; b. quarterly internal audit reports as referred to in Article 34 paragraph (1) letter b to the Otoritas Jasa Keuangan no later than 1 (one) month after the end of the relevant quarter; and
c. annual financial reports that have been audited by a public accountant as referred to in Article 34 paragraph (1) letter c to the Otoritas Jasa Keuangan no later than April 30 of the following year,
via online through the Otoritas Jasa Keuangan data communication network system.

(2) In addition to being submitted online, the Company is required to submit the annual financial reports as referred to in paragraph (1) letter c in printed form to the Otoritas Jasa Keuangan no later than April 30 of the following year. (3) The Company is required to account for the fact that every document submitted online as referred to in paragraph (1) is a document that is correct and consistent with the original document. (4) In the event that the Otoritas Jasa Keuangan data communication network system as referred to in paragraph (1) is not yet available, the submission of reports as referred to in paragraph (1) is conducted offline. (5) If the deadline for submitting reports as referred to in paragraph (1) falls on a holiday, the deadline for submitting reports is on the first working day after the said deadline. (6) The Company appoints a member of the Board of Directors who is responsible for the preparation and presentation of monthly reports. (7) The Otoritas Jasa Keuangan has the authority to establish different deadlines for the submission of reports from the provisions as referred to in paragraph (1) for specific conditions.

Article 36
(1) The Company is required to prepare and present quarterly internal audit reports as referred to in Article 34 paragraph (1) letter b based on internal guidelines established by the Company. (2) The Company is required to prepare annual financial reports as referred to in Article 34 paragraph (1) letter c based on applicable financial accounting standards in Indonesia.

(3) The Company is required to prepare reports as referred to in Article 34 paragraph (1) in Indonesian Rupiah.
(4) The Company is required to use a public accountant as referred to in Article 34 paragraph (1) letter c who is registered with the Otoritas Jasa Keuangan.

Second Section
Incidental Reports

Article 37
(1) The Company is required to report certain changes to the Articles of Association to the Otoritas Jasa Keuangan no later than 15 (fifteen) working days from the date of receipt of proof of approval and/or a letter of acceptance of notification from the competent authority. (2) Certain changes to the Articles of Association as referred to in paragraph (1) include:
a. the name of the Company; b. changes to the purpose and business activities of the Company; and/or
c. the addition or reduction of the Company's capital.

Article 38
The Company is required to report changes to members of the Board of Directors and/or members of the Board of Commissioners to the Otoritas Jasa Keuangan no later than 15 (fifteen) working days from the date of recording the changes to members of the Board of Directors and/or members of the Board of Commissioners in the company register.

Article 39
The Company is required to report the opening, closing, and change of address of the Company's headquarters and/or offices other than the headquarters in writing to the Otoritas Jasa Keuangan no later than 10 (ten) working days from the date of opening, closing, or change of address.

Article 40
(1) The Company is required to submit reports on changes to the Articles of Association as referred to in Article 37, reports on changes to members of the Board of Directors and/or members of the Board of Commissioners as referred to in Article 38, and/or reports on the opening, closing, and change of address of the Company's headquarters and/or offices other than the headquarters as referred to in Article 39 online through the Otoritas Jasa Keuangan data communication network system. (2) In the event that the Otoritas Jasa Keuangan data communication network system as referred to in paragraph (1) is not yet available, the submission of reports is conducted offline. (3) If the deadline for submitting reports as referred to in Article 37 paragraph (1), Article 38, and Article 39 falls on a holiday, the deadline for submitting reports is on the first working day after the said deadline.

Third Section
Other Reports

Article 41
(1) The Otoritas Jasa Keuangan may request the Company to submit reports other than those referred to in Article 34 paragraph (1), information, and/or specific documents in the context of Supervision. (2) The Company is required to fulfill the requests of the Otoritas Jasa Keuangan as referred to in paragraph (1).

Fourth Section
Administrative Sanctions

Article 42
(1) In the event that the Company violates the provisions as referred to in Article 34 paragraph (1), Article 35 paragraph (1), paragraph (2), and paragraph (3), Article 36, Article 37 paragraph (2), Article 38 paragraph (1), Article 39, Article 40, and/or Article 41, it is subject to administrative sanctions in the form of a written warning. (2) The written warning as referred to in paragraph (1) is given for a maximum of 3 (three) consecutive times with a duration of each being a maximum of 2 (two) months. (3) In the event that after the expiration of the validity period of the third written warning, the Company still fails to fulfill the provisions as referred to in paragraph (1), the Otoritas Jasa Keuangan may establish an additional validity period of a maximum of 6 (six) months. (4) In the event that after the expiration of the validity period of the third written warning as referred to in paragraph (2) or the additional period as referred to in paragraph (3), the Company still fails to fulfill the provisions as referred to in paragraph (1), the Otoritas Jasa Keuangan provides a recommendation to the shareholders.

Article 43
In the event that the Company violates the provisions as referred to in Article 35 paragraph (1), the Company is subject to additional administrative sanctions in the form of an administrative fine of Rp500,000.00 (five hundred thousand Rupiah) for each day of delay and a maximum of Rp25,000,000.00 (twenty-five million Rupiah).

CHAPTER IX
TRANSITIONAL PROVISIONS

Article 44
At the time this Otoritas Jasa Keuangan Regulation comes into force:
a. Members of the Board of Directors and/or members of the Board of Commissioners of the Company who have already served as members of the Board of Directors and/or members of the Board of Commissioners of the Company may continue to serve as members of the Board of Directors and/or members of the Board of Commissioners of the Company until the end of their term of office without having to undergo the assessment of fitness and propriety. b. Members of the Board of Directors and/or members of the Board of Commissioners of the Company as referred to in letter a must undergo the assessment of fitness and propriety before the relevant person's term of office is extended or transferred within the Company.

CHAPTER X
FINAL PROVISIONS

Article 45
At the time this Otoritas Jasa Keuangan Regulation comes into force:
a. the obligation to submit monthly reports as referred to in Article 35 paragraph (1) letter a is carried out by the Company since the Otoritas Jasa Keuangan establishes provisions regarding the format, structure, and procedures for submitting the Company's monthly reports as referred to in Article 28 paragraph (2); b. the provisions in Article 26 through Article 29 come into force 1 (one) year after this Otoritas Jasa Keuangan Regulation is promulgated; and
c. provisions regarding administrative sanctions regulated in:

1. Otoritas Jasa Keuangan Regulation regarding the application of integrated risk management for financial conglomerates;
2. Otoritas Jasa Keuangan Regulation regarding the application of integrated governance for financial conglomerates;
3. Otoritas Jasa Keuangan Regulation regarding the obligation to provide integrated minimum capital for financial conglomerates;
4. Otoritas Jasa Keuangan Regulation regarding the assessment of fitness and propriety for key parties of financial service institutions;
5. Otoritas Jasa Keuangan Regulation regarding re-assessment for key parties of financial service institutions; and
6. Otoritas Jasa Keuangan Regulation regarding financial conglomerates,
   do not apply to the Company.

Article 46
This Otoritas Jasa Keuangan Regulation comes into force on the date of its promulgation.

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

To ensure that everyone knows, it is ordered to promulgate this Otoritas Jasa Keuangan Regulation by placing it in the State Gazette of the Republic of Indonesia.

Established in Jakarta on July 6, 2022
CHAIRMAN OF THE COMMISSIONER BOARD
OTORITAS JASA KEUANGAN
REPUBLIC OF INDONESIA, signed
WIMBOH SANTOSO

Promulgated in Jakarta on July 8, 2022
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2022 NUMBER 7/OJK

EXPLANATION
OF
OTORITAS JASA KEUANGAN REGULATION
NUMBER 13/POJK.05/2022
SUPERVISION OF PT BAHANA PEMBINAAN USAHA INDONESIA (PERSERO)

I. GENERAL
The Government, through the narrative of the Medium-Term National Development Plan for 2020-2024 as contained in the appendix of Presidential Regulation Number 18 of 2020 concerning the Medium-Term National Development Plan for 2020-2024, has a focus on strengthening economic growth and achieving development targets.

One of the methods used to strengthen economic growth and achieve development targets is the formation of a holding company for state-owned enterprises (BUMN). As the driving force of the national economy, the formation of BUMN holdings is expected to become a large, strong, and agile entity. Sectors that play a role in the economy include the insurance and guarantee sectors. The Government, through Government Regulation Number 20 of 2020 concerning the Addition of State Capital Participation in the Share Capital of PT Bahana Pembinaan Usaha Indonesia (Persero), has designated PT Bahana Pembinaan Usaha Indonesia (Persero) as the holding company for BUMN insurance and guarantee companies. Furthermore, Government Regulation Number 20 of 2020 also stipulates that PT Bahana Pembinaan Usaha Indonesia (Persero) is under the regulation and supervision of the Otoritas Jasa Keuangan.

In addition to acting as the shareholder and holding company for BUMN insurance and guarantee companies, the Government, through Government Regulation Number 15 of 2020 concerning Amendments to Government Regulation Number 18 of 1973 concerning State Capital Participation for the Establishment of PT in the Field of National Private Business Development, has also designated PT Bahana Pembinaan Usaha Indonesia (Persero) as a holding company in fields such as finance and investment. This designation causes PT Bahana Pembinaan Usaha Indonesia (Persero) to become a holding company for government-owned securities companies, venture capital companies, and investment managers.

That in order to implement the supervision of PT Bahana Pembinaan Usaha Indonesia (Persero) by the Otoritas Jasa Keuangan based on Government Regulation Number 20 of 2020 and considering the status of PT Bahana Pembinaan Usaha Indonesia (Persero) as a holding company for several financial service institutions within the authority of the Otoritas Jasa Keuangan, which results in the possibility of increased risk exposure for PT Bahana Pembinaan Usaha Indonesia (Persero) as a holding company and its subsidiaries which are financial service institutions, the Otoritas Jasa Keuangan deems it necessary to formulate provisions for PT Bahana Pembinaan Usaha Indonesia (Persero) in the Otoritas Jasa Keuangan Regulation on the Supervision of PT Bahana Pembinaan Usaha Indonesia (Persero). This Otoritas Jasa Keuangan Regulation serves as the legal basis for the supervision of PT Bahana Pembinaan Usaha Indonesia (Persero) and guidelines in the implementation of business activities of PT Bahana Pembinaan Usaha Indonesia (Persero) as an entity regulated and supervised by the Otoritas Jasa Keuangan.

II. ARTICLE BY ARTICLE

Article 1
Clear enough.

Article 2
Paragraph (1)
In accordance with Article 4 letter c of Government Regulation Number 20 of 2020 concerning the Addition of State Capital Participation in the Share Capital of PT Bahana Pembinaan Usaha Indonesia (Persero), PT Bahana Pembinaan Usaha Indonesia (Persero) is under the regulation and supervision of the Otoritas Jasa Keuangan.

Paragraph (2)
This provision is intended so that all subsidiary companies of the Company are made members of the Financial Conglomerate, thus subject to the provisions as referred to in the Otoritas Jasa Keuangan Regulation regarding Financial Conglomerates.

What is meant by "subsidiary company" is a company that is a financial service institution controlled by the Company and whose annual audited financial statements are consolidated by the Company.

Paragraph (3)
Provisions regarding Financial Conglomerates include Otoritas Jasa Keuangan Regulations regarding among others:
a. Financial Conglomerates; b. application of integrated risk management for financial conglomerates;
c. application of integrated governance for financial conglomerates; and
d. obligation to provide integrated minimum capital for Financial Conglomerates, and their implementing regulations.

Article 3
Paragraph (1)
Clear enough.

Paragraph (2)
Clear enough.

Paragraph (3)
Clear enough.

Paragraph (4)
What is meant by "recommendation" includes, among others:
a. review of the Company's policies; and/or b. replacement of part or all of the Company's management.

Article 4
Paragraph (1)
Clear enough.

Paragraph (2)
What is meant by "legislation" is legislation that regulates the business activities or operational activities of PT Bahana Pembinaan Usaha Indonesia (Persero), whether issued by the OJK, or regulated by the Ministry of State-Owned Enterprises and other authorities, including:
a. Government Regulation Number 18 of 1973 concerning State Capital Participation for the Establishment of PT in the Field of National Private Business Development as amended by Government Regulation Number 15 of 2020 concerning Amendments to Government Regulation Number 18 of 1973 concerning State Capital Participation for the Establishment of PT in the Field of National Private Business Development; and b. Government Regulation Number 20 of 2020 concerning the Addition of State Capital Participation in the Share Capital of PT Bahana Pembinaan Usaha Indonesia (Persero).

Article 5
Clear enough.

Article 6
Paragraph (1)
Clear enough.

Paragraph (2)
What is meant by "other parties who conduct transactions with the Company" are parties other than subsidiary companies that cooperate with the Company, for example, vendors.

Paragraph (3)
Clear enough.

Article 7
Clear enough.

Article 8
What is meant by "other parties" includes, among others, public accountants, actuaries, independent appraisers, information technology consultants, and/or other parties who may be appointed by the Otoritas Jasa Keuangan to support the implementation of Inspections of the Company.

Article 9
Paragraph (1)
Letter a
Clear enough.

Letter b
Explanations and information provided orally can be done through direct face-to-face meetings or video conference meetings.

Letter c
What is meant by "non-physical facilities" includes, among others, electronic systems.

Letter d
What is meant by "third parties" includes, among others, independent auditors.

Letter e
What is meant by "other requests" are requests outside those established in letters a through d as long as they are to support the Inspection.

Paragraph (2)
What is meant by "hindering the direct Supervision process" includes, among others, when the Company and related parties being inspected do not immediately provide documents or other matters needed in direct Supervision to the Otoritas Jasa Keuangan within the determined time limit, or lend books, provide notes, documents, or information that are not true.

Article 10
Clear enough.

Article 11
Paragraph (1)
The inspection team conducts confirmation with the Company, subsidiary companies, and/or other parties to request additional explanations regarding the inspection team's findings or to request additional evidence or facts regarding the said findings.

Paragraph (2)
Prior discussion or pre-exit meeting to ensure that the Inspection results by the inspection team are consistent with the evidence or facts by the Company, subsidiary companies, and/or other parties.

Paragraph (3)
The inspection team holds a meeting or exit meeting to convey the Inspection results along with evidence or facts, as well as recommendations or follow-up actions after the Inspection to the Company's Board of Directors.

In the meeting or exit meeting, there are no longer differences of opinion between the inspection team and the Company.

Paragraph (4)
Clear enough.

Paragraph (5)
Clear enough.

Paragraph (6)
Clear enough.

Article 12
Clear enough.

Article 13
Clear enough.

Article 14
Letter a
Clear enough.

Letter b
What is meant by "other information" is information not contained in periodic reports, incidental reports, and/or other reports that support the implementation of Supervision, including information obtained through mass media.

Article 15
Paragraph (1)
Clear enough.

Paragraph (2)
Clear enough.

Paragraph (3)
Clear enough.

Paragraph (4)
What is meant by "recommendation" includes, among others:
a. review of the Company's policies; and/or b. replacement of part or all of the Company's management.

Article 16
Paragraph (1)
Clear enough.

Paragraph (2)
Letter a
What is meant by "openness" is openness in the decision-making process and openness in the disclosure and provision of relevant information regarding the Company, which is easily accessible by stakeholders in accordance with legislation as well as standards, principles, and practices of healthy business conduct.

Letter b
What is meant by "accountability" is the clarity of functions and implementation of accountability of the Company's organization so that the Company's performance can run transparently, fairly, effectively, and efficiently.

Letter c
What is meant by "responsibility" is the consistency of the Company's management with the provisions of legislation and ethical values as well as standards, principles, and practices of healthy business conduct.

Letter d
What is meant by "independence or professionalism" is the state of the Company being managed independently and professionally and free from conflicts of interest and influence or pressure from any party that is not in accordance with legislation and ethical values as well as standards, principles, and practices of healthy business conduct.

Letter e
What is meant by "fairness" is equality, balance, and justice in fulfilling the rights of stakeholders arising from agreements, provisions of legislation,

and ethical values as well as standards, principles, and practices of healthy business conduct.

Article 17
Clear enough.

Article 18
Paragraph (1)
Clear enough.

Paragraph (2)
What is meant by "independent party" is a party outside the Company that is independent and provides services to the Company for self-assessment of the implementation of Good Corporate Governance aspects, including management consultants.

Article 19
Clear enough.

Article 20
Paragraph (1)
Clear enough.

Paragraph (2)
Clear enough.

Paragraph (3)
Clear enough.

Paragraph (4)
What is meant by "recommendation" includes, among others:
a. review of the Company's policies; and/or b. replacement of part or all of the Company's management.

Article 21
Clear enough.

Article 22
Letter a
The term "strategic risk" refers to risks resulting from inaccuracies in making and/or implementing strategic decisions and failures in anticipating changes in the business environment. Letter b The term "operational risk" refers to risks resulting from insufficient and/or malfunctioning internal processes, human error, system failures, and/or external events affecting the Company's operations. Letter c The term "credit risk" refers to risks resulting from the failure of other parties to fulfill their obligations to the Company. Letter d The term "market risk" refers to risks resulting from adverse movements in market variables of the portfolio owned by the Company. The term "market variables" refers to interest rates, exchange rates, commodities, and equities. Letter e The term "liquidity risk" refers to risks resulting from the Company's inability to meet maturing obligations from cash flow funding sources and/or from high-quality liquid assets that can be pledged, without disrupting the activities and financial condition of the Company. Letter f The term "legal risk" refers to risks resulting from legal claims and/or weaknesses in legal aspects. Letter g The term "compliance risk" refers to risks resulting from not complying with and/or not implementing applicable laws and regulations and provisions for the Company.

Letter h
The term "reputational risk" refers to risks resulting from a decline in the level of trust of stakeholders stemming from negative perceptions of the Company.

Article 23
It is sufficiently clear.

Article 24
It is sufficiently clear.

Article 25
Paragraph (1)
It is sufficiently clear.
Paragraph (2)
It is sufficiently clear.
Paragraph (3)
It is sufficiently clear.
Paragraph (4)
The term "recommendation" includes, among others:
a. review of the Company's policies; and/or b. replacement of part or all of the Company's management.

Article 26
It is sufficiently clear.

Article 27
It is sufficiently clear.

Article 28
It is sufficiently clear.

Article 29
It is sufficiently clear.

Article 30
Paragraph (1)
It is sufficiently clear.
Paragraph (2)
It is sufficiently clear.
Paragraph (3)
It is sufficiently clear.
Paragraph (4)
The term "recommendation" includes, among others:
a. review of the Company's policies; and/or b. replacement of part or all of the Company's management.

Article 31
It is sufficiently clear.

Article 32
It is sufficiently clear.

Article 33
Paragraph (1)
It is sufficiently clear.
Paragraph (2)
It is sufficiently clear.
Paragraph (3)
It is sufficiently clear.
Paragraph (4)
The term "recommendation" includes, among others:
a. review of the Company's policies; and/or b. replacement of part or all of the Company's management.

Article 34
Paragraph (1)
Letter a
The term "monthly report" refers to a report prepared by the Company for the benefit of the Financial Services Authority, for the period from the 1st to the end of the relevant month. Letter b The term "internal audit quarterly report" refers to a report prepared by the Company's internal audit unit containing the processes and results of the internal audit unit's audit of the Company, for the period from the 1st to the end of the relevant quarter. Letter c It is sufficiently clear. Paragraph (2) It is sufficiently clear.

Article 35
Paragraph (1)
The term "data communication network system" includes transmission via electronic mail.
Paragraph (2)
It is sufficiently clear.
Paragraph (3)
It is sufficiently clear.
Paragraph (4)
It is sufficiently clear.
Paragraph (5)
It is sufficiently clear.
Paragraph (6)
It is sufficiently clear.

Paragraph (7)
The term "specific conditions" includes, among others, force majeure situations.

Article 36
It is sufficiently clear.

Article 37
It is sufficiently clear.

Article 38
It is sufficiently clear.

Article 39
It is sufficiently clear.

Article 40
It is sufficiently clear.

Article 41
It is sufficiently clear.

Article 42
Paragraph (1)
It is sufficiently clear.
Paragraph (2)
It is sufficiently clear.
Paragraph (3)
It is sufficiently clear.
Paragraph (4)
The term "recommendation" includes, among others:
a. review of the Company's policies; and/or b. replacement of part or all of the Company's management.

Article 43
It is sufficiently clear.

Article 44
Letter a
It is sufficiently clear.
Letter b
The term "job transition" refers to a change to a different position from the previous position.

Article 45
It is sufficiently clear.

Article 46
It is sufficiently clear.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 7/OJK