2018-12-10 | 24/POJK.03/2018Added · Updated
Sharia Rural Financing Banks (BPRS) are mandated to implement Good Corporate Governance across all organizational levels, with specific structural requirements based on core capital thresholds. BPRS with core capital of at least IDR 50 billion must appoint at least three Directors and three Commissioners, while those with less must have at least two of each. Entities with core capital of IDR 80 billion or more are required to establish internal audit, risk management, and compliance units, as well as a risk management committee and independent commissioners comprising at least 50% of the board. The regulation further dictates independence criteria, conflict of interest disclosures, committee formations, and reporting obligations to the Financial Services Authority.
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EXTRACT
FINANCIAL SERVICES AUTHORITY REGULATION
OF THE REPUBLIC OF INDONESIA
NUMBER 24 /POJK.03/2018
CONCERNING
THE IMPLEMENTATION OF CORPORATE GOVERNANCE FOR SHARIA RURAL FINANCING BANKS BY THE GRACE OF THE ALMIGHTY GOD THE COMMISSIONERS OF THE FINANCIAL SERVICES AUTHORITY, Considering:
a. that with the increasingly widespread services accompanied by an increase in the volume of business of Sharia rural financing banks, the risks of Sharia rural financing banks have also increased, thereby driving the need for the implementation of corporate governance that must meet Sharia principles; b. that in order to improve the performance of Sharia rural financing banks, protect stakeholders, increase compliance with statutory regulations and Sharia principles, and reflect general ethical values applicable in banking, Sharia rural financing banks need to implement corporate governance;
c. that based on the considerations as referred to in letters a and b, it is necessary to establish a Financial Services Authority Regulation concerning the Implementation of Corporate Governance for Sharia Rural Financing Banks.
Recalling:
CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are meant:
Article 2
(1) BPRS is required to implement Good Corporate Governance in every business activity of the BPRS at all levels or organizational tiers.
(2) The implementation of Good Corporate Governance as referred to in paragraph (1) is at least manifested in:
a. the implementation of duties and responsibilities of the Board of Directors; b. the implementation of duties and responsibilities of the Board of Commissioners;
c. the implementation of duties and responsibilities of the DPS;
d. the completeness and implementation of committee duties or functions; e. the implementation of Sharia Principles in BPRS activities; f. the handling of conflicts of interest; g. the implementation of compliance, internal audit, and external audit functions; h. the implementation of risk management, including internal control systems;
i. maximum limits on fund distribution;
j. the BPRS business plan; and k. transparency of financial and non-financial conditions.
Article 3
The implementation of BPRS corporate governance is assessed by the Financial Services Authority.
CHAPTER II
BOARD OF DIRECTORS
First Section
Number, Composition, Criteria, and Independence of the Board of Directors
Article 4
(1) BPRS with core capital of at least IDR 50,000,000,000.00 (fifty billion rupiah) is required to have at least 3 (three) members of the Board of Directors.
(2) BPRS with core capital of less than IDR 50,000,000,000.00 (fifty billion rupiah) is required to have at least 2 (two) members of the Board of Directors.
(3) All members of the Board of Directors as referred to in paragraph (1) and paragraph (2) are required to reside near the location of the BPRS head office.
Article 5
(1) The majority of the Board of Directors members are prohibited from having family or in-law relationships up to the second degree with:
a. other members of the Board of Directors; and/or b. members of the Board of Commissioners.
(2) Board of Directors members, individually or collectively, are prohibited from holding shares of 25% (twenty-five percent) or more of the paid-up capital of the BPRS.
Article 6
(1) For BPRS that form a Remuneration and Nomination Committee, every proposal for the appointment and/or replacement of Board of Directors members to the General Meeting of Shareholders (GMS) must take into account the recommendation of the Remuneration and Nomination Committee. (2) Board of Directors members must have knowledge and experience as referred to in the Financial Services Authority Regulation concerning BPRS. (3) Each member of the Board of Directors must obtain approval from the Financial Services Authority as referred to in the Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
Article 7
(1) Board of Directors members are prohibited from holding concurrent positions as members of the Board of Directors, members of the Board of Commissioners, members of the DPS, or Executive Officers at financial institutions, business entities, or other institutions. (2) Concurrent positions as referred to in paragraph (1) do not include cases where Board of Directors members serve as officials of non-profit organizations or institutions, provided it does not interfere with the implementation of duties as BPRS Directors.
Article 8
Board of Directors members are prohibited from granting general power of attorney that results in the transfer of duties, authority, and responsibilities to other parties.
Second Section
Duties and Responsibilities of the Board of Directors
Article 9
(1) The Board of Directors is fully responsible for the implementation of BPRS management.
(2) The Board of Directors is required to manage the BPRS in accordance with the authority and responsibilities of the Board of Directors as referred to in the BPRS articles of association and statutory regulations. (3) The management of the BPRS as referred to in paragraph (2) must meet the principle of prudence and Sharia Principles.
Article 10
The Board of Directors is required to implement Good Corporate Governance as referred to in Article 2 in every business activity of the BPRS at all levels or organizational tiers.
Article 11
The Board of Directors is required to follow up on audit findings and/or recommendations from the internal audit work unit or Executive Officers responsible for the implementation of internal audit functions at the BPRS, external auditors, results of supervision by the Board of Commissioners, DPS, Financial Services Authority, and/or other competent authorities in accordance with statutory regulations.
Article 12
(1) In implementing Good Corporate Governance as referred to in Article 10:
a. The Board of Directors at BPRS with core capital of at least IDR 50,000,000,000.00 (fifty billion rupiah) is required to form at least:
Article 13
To support the implementation of Good Corporate Governance, the Board of Directors is required to ensure the fulfillment of adequate human resources, at minimum through:
a. the separation of duties and responsibilities between work units or operational units handling bookkeeping, operational activities, and supporting operational activities; and b. the appointment of Executive Officers responsible for the implementation of internal audit functions and independence from other work units.
Article 14
The Board of Directors is required to account for the implementation of duties to shareholders through the General Meeting of Shareholders (GMS).
Article 15
The Board of Directors is required to disclose to employees the BPRS policies that are strategic in the field of human resources.
Article 16
(1) The Board of Directors is prohibited from using individual advisors and/or professional service providers as consultants.
(2) The prohibition as referred to in paragraph (1) is excepted for the use of individual advisors and/or professional service providers as consultants that meet the requirements:
a. for projects that are special in nature; b. based on clear agreements; and
c. the consultant is an Independent Party and has the qualifications to handle special projects as referred to in letter a.
Article 17
The Board of Directors is required to provide accurate, relevant, and timely data and information to the Board of Commissioners and DPS.
Article 18
(1) The Board of Directors is required to have guidelines and work regulations that are binding for each member of the Board of Directors.
(2) The guidelines and work regulations of the Board of Directors as referred to in paragraph (1) must include at least:
a. work ethics regulations; b. working hours; and
c. meeting regulations.
Article 19
All actions taken by Board of Directors members in accordance with the guidelines and work regulations or the BPRS articles of association are binding and become the responsibility of the respective Board of Directors member and/or other Board of Directors members in accordance with the BPRS articles of association and/or statutory regulations.
Third Section
Board of Directors Meetings
Article 20
(1) Every strategic policy and decision must be decided in a Board of Directors meeting.
(2) Decision-making in Board of Directors meetings as referred to in paragraph (1) is conducted based on deliberation for consensus.
(3) In the event that consensus as referred to in paragraph (2) is not reached, decision-making in Board of Directors meetings is conducted based on the BPRS articles of association.
(4) The Board of Directors is required to create minutes of Board of Directors meetings as referred to in paragraph (1) and document them in accordance with statutory regulations.
(5) Differences of opinion (dissenting opinions) occurring in Board of Directors meetings as referred to in paragraph (1) must be clearly stated in the minutes along with the reasons for the differences of opinion (dissenting opinions).
Fourth Section
Transparency Aspects of the Board of Directors
Article 21
Board of Directors members are required to disclose:
a. shareholdings in the respective BPRS and other companies; and b. financial and/or family relationships with other members of the Board of Directors, members of the Board of Commissioners, and/or BPRS shareholders, in the corporate governance implementation report as referred to in this Financial Services Authority Regulation.
Article 22
(1) Board of Directors members are prohibited from utilizing the BPRS for personal, family, and/or other parties' interests that can harm or reduce the profits of the BPRS.
(2) Board of Directors members are prohibited from taking and/or receiving personal benefits from the BPRS other than Remuneration and other facilities established based on GMS decisions, taking into account fairness and/or compliance with statutory regulations. (3) Board of Directors members are required to disclose Remuneration and other facilities established based on GMS decisions as referred to in paragraph (2) in the corporate governance implementation report as referred to in this Financial Services Authority Regulation.
CHAPTER III
BOARD OF COMMISSIONERS
First Section
Number, Composition, Criteria, and Independence of the Board of Commissioners
Article 23
(1) BPRS with core capital of at least IDR 50,000,000,000.00 (fifty billion rupiah) is required to have at least 3 (three) members of the Board of Commissioners and at most equal to the number of Board of Directors members. (2) BPRS with core capital of less than IDR 50,000,000,000.00 (fifty billion rupiah) is required to have at least 2 (two) members of the Board of Commissioners and at most equal to the number of Board of Directors members. (3) At least 1 (one) member of the Board of Commissioners as referred to in paragraph (1) and paragraph (2) is required to reside near the location of the BPRS head office.
Article 24
(1) BPRS with core capital of at least IDR 80,000,000,000.00 (eighty billion rupiah) is required to have Independent Commissioners of at least 50% (fifty percent) of the number of Board of Commissioners members. (2) BPRS with core capital of at least IDR 50,000,000,000.00 (fifty billion rupiah) and less than IDR 80,000,000,000.00 (eighty billion rupiah) is required to have at least 1 (one) Independent Commissioner. (3) Former Board of Directors members, Executive Officers, or other parties who have relationships with the BPRS that can affect their ability to act independently cannot become Independent Commissioners at the respective BPRS before undergoing a waiting period (cooling off period) of at least 1 (one) year. (4) The waiting period (cooling off period) as referred to in paragraph (3) is excepted for:
a. former Board of Directors members who oversaw supervision functions; or b. Executive Officers responsible for the implementation of supervision functions, who served for at least 1 (one) year. (5) Applications to become Independent Commissioners for former Board of Directors members, Executive Officers, or other parties who have relationships with the BPRS as referred to in paragraph (3) are submitted to the Financial Services Authority at least 30 (thirty) working days before the waiting period (cooling off period) ends. (6) The appointment, dismissal, and/or resignation of Independent Commissioners as referred to in paragraph (1) and paragraph (2) refers to the appointment, dismissal, and/or resignation of Board of Commissioners members as referred to in the Financial Services Authority Regulation concerning BPRS.
Article 25
The transition from non-independent commissioners to Independent Commissioners must obtain approval from the Financial Services Authority as referred to in the Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
Article 26
(1) For BPRS that form a Remuneration and Nomination Committee, every proposal for the appointment and/or replacement of Board of Commissioners members to the GMS must take into account the recommendation of the Remuneration and Nomination Committee. (2) Members of the Remuneration and Nomination Committee who have conflicts of interest (conflict of interest) with the recommended proposal must disclose the conflict of interest in the recommended proposal. (3) Each member of the Board of Commissioners must obtain approval from the Financial Services Authority as referred to in the Financial Services Authority Regulation concerning the assessment of competence and propriety for key parties of financial service institutions.
Article 27
(1) Board of Commissioners members can only hold concurrent positions at most at 2 (two) other companies as follows:
a. members of the Board of Commissioners of rural credit banks or other BPRS; and/or b. members of the Board of Commissioners, members of the Board of Directors, and/or Executive Officers at non-bank institutions or companies. (2) Concurrent positions as referred to in paragraph (1) do not include cases where Board of Commissioners members serve as officials of non-profit organizations or institutions, provided it does not interfere with the implementation of duties as BPRS Commissioners. (3) Board of Commissioners members are prohibited from holding concurrent positions as members of the Board of Directors at other BPRS, rural credit banks, and/or commercial banks. (4) The majority of Board of Commissioners members are prohibited from having family or in-law relationships up to the second degree with:
a. other members of the Board of Commissioners; and/or b. members of the Board of Directors.
Second Section
Duties and Responsibilities of the Board of Commissioners
Article 28
The Board of Commissioners is required to implement duties and responsibilities in accordance with Good Corporate Governance.
Article 29
(1) The Board of Commissioners is required to ensure the implementation of Good Corporate Governance as referred to in Article 2 occurs in every business activity of the BPRS at all levels or organizational tiers. (2) The Board of Commissioners is required to supervise the implementation of duties and responsibilities of the Board of Directors and provide advice to the Board of Directors. (3) In supervising the implementation of duties and responsibilities of the Board of Directors as referred to in paragraph (2), the Board of Commissioners is required to direct, monitor, and evaluate the implementation of BPRS strategic policies. (4) In supervising the implementation of duties and responsibilities of the Board of Directors as referred to in paragraph (2), the Board of Commissioners is prohibited from participating in decision-making regarding BPRS activities, except related to:
a. the provision of funds to related parties as referred to in statutory regulations concerning maximum limits on BPRS fund distribution; and b. other matters established in statutory regulations. (5) Decision-making by the Board of Commissioners as referred to in paragraph (4) is part of the supervision duties of the Board of Commissioners, so it does not negate the responsibility of the Board of Directors for the implementation of BPRS management.
Article 30
The Board of Commissioners is required to ensure that the Board of Directors has followed up on audit findings and/or recommendations from the internal audit work unit or Executive Officers responsible for the implementation of internal audit functions at the BPRS, external auditors, results of supervision by the Board of Commissioners, DPS, Financial Services Authority, and/or other competent authorities in accordance with statutory regulations.
Article 31
The Board of Commissioners is required to report to the Financial Services Authority:
a. violations of statutory regulations in the field of finance and banking; and/or b. conditions or estimated conditions that can endanger the continuity of the BPRS business, at the latest 10 (ten) working days since the discovery of the violation and/or conditions or estimated conditions.
Article 32
(1) To support the effectiveness of the implementation of duties and responsibilities, the Board of Commissioners at BPRS with core capital of at least IDR 80,000,000,000.00 (eighty billion rupiah) is required to form at least:
a. Audit Committee; and b. Risk Monitoring Committee.
(2) If necessary, the Board of Commissioners can form a Remuneration and Nomination Committee to support the effectiveness of the implementation of duties and responsibilities of the Board of Commissioners. (3) The appointment of committee members as referred to in paragraph (1) and paragraph (2) is conducted by the Board of Directors based on a decision of the Board of Commissioners meeting. (4) The Board of Commissioners is required to ensure that the committees as referred to in paragraph (1) and paragraph (2) perform their duties effectively.
Article 33
(1) The Board of Commissioners is required to have guidelines and work regulations that are binding for each member of the Board of Commissioners.
(2) The guidelines and work regulations of the Board of Commissioners as referred to in paragraph (1) must include at least:
a. work ethics regulations; b. working hours; and
c. meeting regulations.
Article 34
Board of Commissioners members are required to provide sufficient time to implement duties and responsibilities optimally.
Third Section
Board of Commissioners Meetings
Article 35
(1) Board of Commissioners meetings must be held at least 1 (one) time in 3 (three) months.
(2) Board of Commissioners meetings as referred to in paragraph (1) must be attended by all members of the Board of Commissioners.
(3) The agenda of Board of Commissioners meetings as referred to in paragraph (1) is:
a. BPRS business plan; b. BPRS strategic issues;
c. evaluation or establishment of strategic policies;
d. evaluation of the realization of the business plan; and/or
e. other matters.
(4) The Board of Commissioners meeting as referred to in paragraph (1) shall be held with direct attendance, using teleconference technology, video conferencing, or other electronic media facilities that enable all meeting participants of the Board of Commissioners to see and hear each other directly and participate in the meeting.
(5) The Board of Commissioners is required to hold meetings with the agenda of approving the business plan of the BPRS as referred to in paragraph (3) letter a at least 1 (one) time in 1 (one) year.
(6) The Board of Commissioners meeting as referred to in paragraph (5) must be held with direct attendance.
Article 36
(1) Decision-making in Board of Commissioners meetings is based on deliberation for consensus.
(2) In the event that consensus as referred to in paragraph (1) is not achieved, decision-making in the Board of Commissioners meeting is based on the Articles of Association of the BPRS.
(3) The Board of Commissioners is required to create minutes of the Board of Commissioners meeting and document them in accordance with applicable laws and regulations.
(4) Differences of opinion (dissenting opinions) occurring in the Board of Commissioners meeting as referred to in paragraph (1) must be clearly stated in the meeting minutes along with the reasons for the differences of opinion (dissenting opinions).
Article 37
(1) In carrying out supervision, the Board of Commissioners may request the Board of Directors to provide explanations regarding issues, performance, and operational policies of the BPRS.
(2) Requests for explanations from the Board of Directors as referred to in paragraph (1) may be made in meetings between the Board of Commissioners and the Board of Directors.
(3) In the event that requests for explanations from the Board of Directors are made in meetings as referred to in paragraph (2), the Board of Commissioners is required to create minutes of the meeting and document them in accordance with applicable laws and regulations.
Fourth Section
Transparency Aspects of the Board of Commissioners
Article 38
Members of the Board of Commissioners are required to disclose:
a. share ownership in the relevant BPRS and other companies;
b. financial and/or family relationships with members of the Board of Directors, other members of the Board of Commissioners, and/or shareholders of the BPRS; and
c. dual roles in other BPRS, rural credit banks, and/or other institutions or companies, in the report on the implementation of Governance as referred to in this Financial Services Authority Regulation.
Article 39
(1) Members of the Board of Commissioners are prohibited from utilizing the BPRS for personal, family, and/or other parties' interests that can harm or reduce the profits of the BPRS.
(2) Members of the Board of Commissioners are prohibited from taking and/or receiving personal benefits from the BPRS other than Remuneration and other facilities established based on a General Meeting of Shareholders (GMS) decision, considering fairness and/or compliance with applicable laws and regulations.
(3) Members of the Board of Commissioners are required to disclose Remuneration and other facilities established based on a GMS decision as referred to in paragraph (2) in the governance implementation report as referred to in this Financial Services Authority Regulation.
CHAPTER IV
SHARIA SUPERVISORY BOARD
First Section
Number and Dual Roles of Sharia Supervisory Board Members
Article 40
BPRS must have at least 2 (two) and at most 3 (three) members of the DPS.
Article 41
DPS members may hold dual roles as DPS members in at most 4 (four) other Sharia financial institutions.
Article 42
(1) For BPRS that form a Remuneration and Nomination Committee, every proposal for the appointment and/or replacement of DPS members to the GMS must take into account the recommendation of the Remuneration and Nomination Committee.
(2) The term of office of DPS members is at most the same as the term of office of Board of Directors members or Board of Commissioners members.
Second Section
Tasks and Responsibilities of the Sharia Supervisory Board
Article 43
DPS is required to carry out tasks and responsibilities in accordance with Good Governance.
Article 44
(1) The tasks and responsibilities of DPS as referred to in Article 43 are to provide advice and suggestions to the Board of Directors and supervise BPRS activities to ensure compliance with Sharia Principles.
(2) The implementation of the tasks and responsibilities of DPS as referred to in paragraph (1) includes at least:
a. evaluating BPRS policies and standard operating procedures to ensure compliance with Sharia Principles;
b. supervising the process of developing new BPRS products to ensure compliance with fatwas from the National Sharia Board – Indonesian Ulema Council;
c. requesting fatwas from the National Sharia Board – Indonesian Ulema Council for new BPRS products that do not yet have a fatwa;
d. conducting periodic evaluations of the BPRS's fund collection and distribution mechanisms and service delivery; and
e. requesting data and information related to Sharia aspects from work units within the BPRS for the implementation of its tasks.
(3) DPS is required to submit DPS supervision results reports every semester to the Financial Services Authority.
(4) The report as referred to in paragraph (3) must be submitted to the Financial Services Authority at the latest 2 (two) months after the relevant semester ends.
(5) Further provisions regarding the implementation of the tasks and responsibilities of DPS as referred to in paragraph (2) and DPS supervision results reports as referred to in paragraph (3) are regulated in a Financial Services Authority Circular Letter.
Article 45
DPS members are required to provide sufficient time to carry out tasks and responsibilities optimally.
Third Section
Sharia Supervisory Board Meetings
Article 46
(1) DPS meetings must be held at least 1 (one) time in 3 (three) months.
(2) DPS meetings as referred to in paragraph (1) are held with direct attendance, using teleconference technology, video conferencing, or other electronic media facilities that enable all DPS meeting participants to see and hear each other directly and participate in the meeting.
(3) Decision-making in DPS meetings is based on deliberation for consensus.
(4) In the event that consensus as referred to in paragraph (3) is not achieved, DPS may request considerations from the National Sharia Board – Indonesian Ulema Council.
(5) DPS is required to create minutes of DPS meetings as referred to in paragraph (1) and document them in accordance with applicable laws and regulations.
(6) Differences of opinion (dissenting opinions) occurring in DPS meetings as referred to in paragraph (1) may be clearly stated in the meeting minutes along with the reasons for the differences of opinion (dissenting opinions).
(7) All DPS decisions documented in meeting minutes as referred to in paragraph (5) are joint decisions of all DPS members.
Fourth Section
Transparency Aspects of the Sharia Supervisory Board
Article 47
DPS members are required to disclose dual roles as DPS members in other Sharia financial institutions in the governance implementation report as referred to in this Financial Services Authority Regulation.
Article 48
(1) DPS members are prohibited from utilizing the BPRS for personal, family, and/or other parties' interests that can harm or reduce the profits of the BPRS.
(2) DPS members are prohibited from taking and/or receiving personal benefits from the BPRS other than Remuneration and other facilities established based on a GMS decision, considering fairness and/or compliance with applicable laws and regulations.
(3) DPS members are required to disclose Remuneration and other facilities established based on a GMS decision as referred to in paragraph (2) in the governance implementation report as referred to in this Financial Services Authority Regulation.
CHAPTER V
COMMITTEES
First Section
Committee Structure and Membership
Article 49
(1) The Audit Committee as referred to in Article 32 paragraph (1) letter a consists of at least:
a. 1 (one) Independent Commissioner;
b. 1 (one) Independent Party with competence and/or experience in finance or accounting; and
c. 1 (one) Independent Party with competence and/or experience in law or Sharia banking.
(2) The Audit Committee as referred to in paragraph (1) is chaired by an Independent Commissioner who also serves as a member.
(3) Board of Directors members are prohibited from becoming members of the Audit Committee as referred to in paragraph (1).
(4) The majority of members of the Audit Committee as referred to in paragraph (1) consists of Independent Commissioners and Independent Parties.
(5) Members of the Audit Committee as referred to in paragraph (1) letters b and c must have good integrity and financial reputation.
Article 50
(1) The Risk Monitoring Committee as referred to in Article 32 paragraph (1) letter b consists of at least:
a. 1 (one) Independent Commissioner;
b. 1 (one) Independent Party with competence and/or experience in Sharia finance; and
c. 1 (one) Independent Party with competence and/or experience in risk management.
(2) The Risk Monitoring Committee as referred to in paragraph (1) is chaired by an Independent Commissioner who also serves as a member.
(3) Board of Directors members are prohibited from becoming members of the Risk Monitoring Committee as referred to in paragraph (1).
(4) The majority of members of the Risk Monitoring Committee as referred to in paragraph (1) consists of Independent Commissioners and Independent Parties.
(5) Members of the Risk Monitoring Committee as referred to in paragraph (1) letters b and c must have good integrity and financial reputation.
Article 51
(1) In the event that BPRS forms a Remuneration and Nomination Committee, the Remuneration and Nomination Committee as referred to in Article 32 paragraph (2) consists of at least:
a. 1 (one) Independent Commissioner;
b. 1 (one) Commissioner; and
c. 1 (one) Executive Officer who oversees the human resources function.
(2) The Remuneration and Nomination Committee as referred to in paragraph (1) is chaired by an Independent Commissioner who also serves as a member.
(3) Board of Directors members are prohibited from becoming members of the Remuneration and Nomination Committee as referred to in paragraph (1).
Second Section
Dual Roles of Committee Chairs and Members
Article 52
(1) The chair of the committees as referred to in Article 32 paragraph (1) and Article 32 paragraph (2) is prohibited from holding dual roles as the chair of more than 1 (one) other committee.
(2) Committee members who are Independent Parties as referred to in Article 49 paragraph (1) and Article 50 paragraph (1) may hold dual roles as Independent Party members of other committees in the same BPRS, other BPRS, and/or other financial service institutions with specific requirements.
(3) Specific requirements as referred to in paragraph (2) are:
a. meeting all competence requirements;
b. meeting independence criteria;
c. able to maintain BPRS confidentiality;
d. observing codes of ethics;
e. not interfering with the implementation of tasks and responsibilities as members of the relevant BPRS committee; and
f. not conflicting with applicable laws and regulations.
Third Section
Tasks and Responsibilities of Committees
Article 53
(1) The Audit Committee as referred to in Article 32 paragraph (1) letter a has tasks and responsibilities including at least monitoring and evaluating the planning and implementation of audits and monitoring the follow-up of audit results to assess the adequacy of internal controls, including the adequacy of financial reporting processes.
(2) In carrying out tasks as referred to in paragraph (1), the Audit Committee monitors and evaluates at least:
a. the implementation of tasks carried out by the internal audit function;
b. the compliance of audits conducted by public accounting firms with audit standards;
c. the compliance of financial reports with accounting standards for BPRS; and
d. the follow-up implementation by the Board of Directors on audit findings and/or recommendations from internal audit work units or Executive Officers responsible for implementing the internal audit function of the BPRS, external auditors, supervision results of the Board of Commissioners, DPS, Financial Services Authority, and/or other competent authorities in accordance with applicable laws and regulations, to provide recommendations to the Board of Commissioners.
(3) The Audit Committee is required to provide recommendations regarding the appointment of public accountants and accounting firms to the Board of Commissioners for submission to the GMS.
Article 54
The Risk Monitoring Committee as referred to in Article 32 paragraph (1) letter b has tasks and responsibilities including at least:
a. evaluating the consistency between risk management policies and the implementation of such policies; and
b. monitoring and evaluating the implementation of risk management committee tasks and risk management work unit tasks, to provide recommendations to the Board of Commissioners.
Article 55
The Remuneration and Nomination Committee as referred to in Article 32 paragraph (2) has tasks and responsibilities including at least:
a. regarding Remuneration policies:
evaluating Remuneration policies based on performance, risk, fairness with peer groups, targets and long-term strategies, reserve fulfillment as referred to in applicable laws and regulations, and potential future BPRS income;
providing recommendations to the Board of Commissioners regarding:
a) Remuneration policies for the Board of Directors, Board of Commissioners, and DPS for submission to the GMS; and
b) Remuneration policies for Executive Officers and employees as a whole for submission to the Board of Directors; and
b. regarding nomination policies:
providing recommendations regarding systems and procedures for the selection and/or replacement of Board of Directors members, Board of Commissioners members, and DPS members to the Board of Commissioners for submission to the GMS;
providing recommendations regarding candidates for Board of Directors members, candidates for Board of Commissioners members, and/or candidates for DPS members to the Board of Commissioners for submission to the GMS; and
providing recommendations regarding Independent Parties who will become members of the Audit Committee and members of the Risk Monitoring Committee.
Article 56
(1) Committees as referred to in Article 32 paragraph (1) and Article 32 paragraph (2) must have guidelines and working procedures for each committee member.
(2) Committee guidelines and working procedures as referred to in paragraph (1) must include at least:
a. work ethics regulations;
b. working hours; and
c. meeting regulations.
Fourth Section
Committee Meetings
Article 57
(1) Committee meetings are held in accordance with established guidelines and working procedures.
(2) Audit or Risk Monitoring Committee meetings are held when attended by a majority of committee members, including 1 (one) Independent Commissioner and 1 (one) Independent Party.
(3) In the event that BPRS forms a Remuneration and Nomination Committee as referred to in Article 32 paragraph (2), Remuneration and Nomination Committee meetings must be attended by a majority of Remuneration and Nomination Committee members, including 1 (one) Independent Commissioner and 1 (one) Executive Officer who oversees human resources.
Article 58
(1) Decision-making in committee meetings is based on deliberation for consensus.
(2) In the event that consensus as referred to in paragraph (1) is not achieved, decision-making in committee meetings is based on the Articles of Association of the BPRS.
(3) Committees are required to create minutes of committee meetings and document them in accordance with applicable laws and regulations.
(4) Differences of opinion (dissenting opinions) occurring in committee meetings as referred to in paragraph (1) must be clearly stated in the meeting minutes along with the reasons for the differences of opinion (dissenting opinions).
CHAPTER VI
COMPLIANCE FUNCTION, INTERNAL AUDIT, AND EXTERNAL AUDIT
First Section
Compliance Function and Assignment of Board of Directors Members Overseeing the Compliance Function of BPRS
Article 59
BPRS is required to ensure compliance with applicable laws and regulations.
Article 60
(1) To ensure compliance as referred to in Article 59, BPRS must have a Board of Directors member who oversees the compliance function.
(2) To assist in carrying out the tasks of the Board of Directors member overseeing the compliance function, BPRS with capital of at least IDR 50,000,000,000.00 (fifty billion rupiah) must form an independent compliance work unit (compliance unit) separate from operational work units.
(3) To assist in carrying out the tasks of the Board of Directors member overseeing the compliance function, BPRS with capital of less than IDR 50,000,000,000.00 (fifty billion rupiah) must appoint an Executive Officer who is independent of BPRS operations to be responsible for implementing the compliance function.
(4) The compliance work unit as referred to in paragraph (2) must be supported by employees who have knowledge and/or understanding of Sharia banking operations.
(5) The Executive Officer responsible for implementing the compliance function as referred to in paragraph (3) must have knowledge and/or understanding of Sharia banking operations.
(6) The compliance work unit as referred to in paragraph (2) and the Executive Officer responsible for implementing the compliance function as referred to in paragraph (3) report directly to the Board of Directors member overseeing the compliance function as referred to in paragraph (1).
(7) The compliance work unit as referred to in paragraph (2) or the Executive Officer responsible for implementing the compliance function as referred to in paragraph (3) is required to formulate and/or update work guidelines, systems, and compliance procedures.
(8) The Board of Directors member overseeing the compliance function must approve the work guidelines, systems, and compliance procedures formulated and/or updated by the compliance work unit or Executive Officer responsible for implementing the compliance function as referred to in paragraph (7).
(9) The Board of Directors member overseeing the compliance function, the compliance work unit, and the Executive Officer responsible for implementing the compliance function must coordinate with the DPS regarding the implementation of the compliance function in accordance with Sharia Principles.
(10) Further provisions regarding work guidelines, systems, and compliance procedures as referred to in paragraph (7) are regulated in a Financial Services Authority Circular Letter.
Article 61
(1) The Board of Directors member overseeing the compliance function in BPRS with capital of at least IDR 50,000,000,000.00 (fifty billion rupiah) must be independent and meet at least the following requirements:
a. not holding dual roles as the President Director;
b. not overseeing fund collection and distribution operations; and
c. understanding Financial Services Authority regulations and laws related to Sharia banking.
(2) The Board of Directors member overseeing the compliance function in BPRS with capital of less than IDR 50,000,000,000.00 (fifty billion rupiah) must be independent and meet at least the following requirements:
a. not handling fund distribution; and
b. understanding Financial Services Authority regulations and laws related to Sharia banking.
Article 62
(1) The appointment, dismissal, and/or resignation of the Board of Directors member overseeing the compliance function as referred to in Article 60 paragraph (1) refers to the appointment, dismissal, and/or resignation of Board of Directors members as referred to in Financial Services Authority Regulations regarding BPRS.
(2) In the event that the Board of Directors member overseeing the compliance function is temporarily unable to perform their duties for more than 10 (ten) working days up to 90 (ninety) consecutive working days, the duties must be temporarily replaced by another Board of Directors member until the Board of Directors member overseeing the compliance function can resume their duties.
(3) In the event that the Board of Directors member overseeing the compliance function is permanently unable, resigns, or their term of office expires, BPRS must appoint a replacement for the Board of Directors member overseeing the compliance function.
(4) During the replacement process for the Board of Directors member overseeing the compliance function as referred to in paragraph (3), BPRS must appoint another Board of Directors member to temporarily perform the duties of the Board of Directors member overseeing the compliance function.
(5) The Board of Directors member performing temporary duties to oversee the compliance function, whether due to the Board of Directors member overseeing the compliance function being temporarily unable as referred to in paragraph (2) or permanently unable, resigning, or their term of office expiring as referred to in paragraph (4), must meet the provisions as referred to in Article 61.
(6) In the event that there are no other Board of Directors members as referred to in paragraph (5), the Board of Directors member overseeing the compliance function may be temporarily held by another Board of Directors member without having to meet the provisions as referred to in Article 61.
(7) BPRS is required to report the temporary replacement of the Board of Directors member overseeing the compliance function as referred to in paragraph (2) and paragraph (4) to the Financial Services Authority.
(8) The report on the temporary replacement of the Board of Directors member overseeing the compliance function as referred to in paragraph (7) must be submitted to the Financial Services Authority at the latest 10 (ten) working days after the temporary replacement is made.
Article 63
The Board of Directors member overseeing the compliance function has tasks and responsibilities including at least:
a. determining necessary steps to ensure that BPRS has met all applicable laws and regulations in implementing prudence principles and Sharia Principles;
b. monitoring and ensuring that BPRS business activities do not deviate from applicable laws and regulations and Sharia Principles; and
c. monitoring and ensuring BPRS compliance with all BPRS commitments to the Financial Services Authority and/or other competent authorities in accordance with applicable laws and regulations.
Article 64
(1) In carrying out tasks and responsibilities as referred to in Article 63, the Board of Directors member overseeing the compliance function is required to prevent the BPRS Board of Directors from establishing policies and/or decisions that deviate from applicable laws and regulations.
(2) In the event that the Board of Directors member overseeing the compliance function has carried out optimal prevention but deviations still occur, accountability for the deviations is the responsibility of the BPRS Board of Directors, considering the scope of prevention efforts carried out by the Board of Directors member overseeing the compliance function as referred to in paragraph (1).
Article 65
(1) Members of the Board of Directors who oversee the compliance function as referred to in Article 61 paragraph (1) are required to report the implementation of their duties and responsibilities periodically to the Chief Executive Officer, with a copy to the Board of Commissioners. (2) In the event that the Member of the Board of Directors who oversees the compliance function as referred to in Article 61 paragraph (2) is the Chief Executive Officer, the Member of the Board of Directors who oversees the compliance function is required to report the implementation of their duties and responsibilities periodically to the Board of Commissioners.
Second Section
Internal Audit Function
Article 66
(1) BPRS is required to implement the internal audit function effectively.
(2) BPRS may assign external auditors to implement the internal audit function as referred to in paragraph (1).
Article 67
(1) BPRS with core capital of at least Rp50,000,000,000.00 (fifty billion rupiah) is required to form an independent internal audit work unit.
(2) BPRS with core capital of less than Rp50,000,000,000.00 (fifty billion rupiah) is required to appoint 1 (one) independent Executive Official to be responsible for the implementation of the internal audit function. (3) The internal audit work unit as referred to in paragraph (1) must be supported by employees who have knowledge and/or understanding in the field of Sharia banking operations. (4) The Executive Official responsible for the implementation of the internal audit function as referred to in paragraph (2) must have knowledge and/or understanding in the field of Sharia banking operations. (5) BPRS with core capital of at least Rp50,000,000,000.00 (fifty billion rupiah) as referred to in paragraph (1) is required to appoint an external party to conduct a review of the internal audit function 1 (one) time in 3 (three) years, namely for the period from July to June of the next 3 (three) years. (6) The internal audit work unit and the Executive Official responsible for the implementation of the internal audit function are required to report the results of the internal audit related to the implementation of Sharia Principles to the Sharia Supervisory Board (DPS).
Article 68
The internal audit work unit or the Executive Official responsible for the implementation of the internal audit function as referred to in Article 67 has duties and responsibilities at least to:
a. assist the Chief Executive Officer and the Board of Commissioners in conducting operational supervision of BPRS which includes planning, implementation, and monitoring of audit results; b. conduct analysis and assessment in the fields of finance, accounting, operations, and other activities at least by means of direct examination and document analysis;
c. identify all possibilities to improve and increase the efficiency of resource usage and fund usage; and
d. provide improvement suggestions and objective information about the activities examined at all levels of management.
Article 69
(1) The internal audit work unit or the Executive Official responsible for the implementation of the internal audit function is directly responsible to the Chief Executive Officer.
(2) In carrying out duties as referred to in paragraph (1), the internal audit work unit or the Executive Official responsible for the implementation of the internal audit function is required to submit reports to the Chief Executive Officer and the Board of Commissioners, with a copy to the Member of the Board of Directors who oversees the compliance function. (3) The appointment and dismissal of the head of the internal audit work unit or the Executive Official responsible for the implementation of the internal audit function is carried out by the Chief Executive Officer considering the opinion of the Board of Commissioners.
Article 70
Further provisions regarding the implementation of the internal audit function are regulated in a Circular Letter of the Financial Services Authority.
Third Section
External Audit Function
Article 71
(1) BPRS is required to appoint a public accountant and a public accounting firm registered with the Financial Services Authority in the implementation of the annual financial report audit of BPRS. (2) In the event that BPRS already has an Audit Committee, the appointment of the public accountant and public accounting firm as referred to in paragraph (1) must first obtain approval from the General Meeting of Shareholders (RUPS) based on a proposal submitted by the Board of Commissioners in accordance with the recommendation of the Audit Committee. (3) The implementation of the audit as referred to in paragraph (1) and the appointment of the public accountant and public accounting firm as referred to in paragraph (2) refer to the Financial Services Authority Regulation regarding the use of public accountant and public accounting firm services in financial services activities and legislation regarding the transparency of BPRS financial conditions.
CHAPTER VII
RISK MANAGEMENT IMPLEMENTATION
Article 72
BPRS is required to implement risk management effectively, which is adjusted to the objectives, business policies, size, and complexity of the business as well as the capabilities of BPRS, with reference to the requirements and procedures as referred to in the Financial Services Authority Regulation regarding the implementation of risk management for BPRS.
CHAPTER VIII
MAXIMUM LIMITS ON FUND DISBURSEMENT
Article 73
The implementation of fund disbursement must refer to legislation regarding the maximum limits on fund disbursement for BPRS.
CHAPTER IX
BPRS BUSINESS PLAN
Article 74
(1) BPRS is required to prepare a business plan that includes short-term, medium-term, and/or long-term strategic plans.
(2) BPRS submits the business plan as referred to in paragraph (1) and changes to the business plan to the Financial Services Authority as referred to in the Financial Services Authority Regulation regarding BPRS business plans.
CHAPTER X
TRANSPARENCY ASPECTS OF BPRS CONDITIONS
Article 75
(1) BPRS is required to implement transparency of financial and non-financial conditions to Stakeholders as referred to in legislation regarding the transparency of BPRS financial conditions. (2) In the implementation of transparency of financial and non-financial conditions as referred to in paragraph (1), BPRS is required to prepare and present reports as referred to in legislation regarding the transparency of BPRS financial conditions.
Article 76
BPRS is required to implement transparency of information regarding products and/or services as well as the use of BPRS customer data as referred to in legislation regarding the transparency of bank product information and the use of customer personal data and the Financial Services Authority Regulation regarding consumer protection in the financial services sector.
CHAPTER XI
IMPLEMENTATION OF SHARIA PRINCIPLES IN BPRS ACTIVITIES
Article 77
BPRS is required to fulfill Sharia Principles in BPRS activities as referred to in legislation regarding the implementation of Sharia principles in fund mobilization and disbursement as well as Sharia banking services and the Financial Services Authority Regulation regarding BPRS products and activities.
CHAPTER XII
INTERNAL REPORTING AND CONFLICT OF INTEREST
First Section
Internal Reporting
Article 78
To improve the quality of the decision-making process by the Board of Directors and the quality of the supervision process by the Board of Commissioners and DPS, BPRS is required to ensure the availability and adequacy of internal reporting supported by an adequate management information system.
Second Section
Handling Conflicts of Interest
Article 79
(1) BPRS must have and implement internal policies and systems and procedures for resolution regarding conflicts of interest.
(2) Internal policies and systems and procedures for resolution regarding conflicts of interest include:
a. handling conflicts of interest that bind each Member of the Board of Directors, Member of the Board of Commissioners, Member of DPS, and BPRS employees, including among others the procedures for decision-making; and b. administration of recording, documentation, and disclosure of the aforementioned conflicts of interest in meeting minutes. (3) In the event of a conflict of interest, Members of the Board of Directors, Members of the Board of Commissioners, and Executive Officials are prohibited from taking actions that can harm or reduce the profits of BPRS. (4) Members of the Board of Directors, Members of the Board of Commissioners, and Executive Officials who have a conflict of interest are required to disclose the aforementioned conflict of interest in every decision.
CHAPTER XIII
IMPLEMENTATION OF CORPORATE GOVERNANCE IN REMUNERATION
Article 80
(1) BPRS is required to have a written Remuneration Policy for the Board of Directors, Board of Commissioners, DPS, and employees.
(2) The Remuneration Policy as referred to in paragraph (1) must contain at least:
a. Remuneration scale based on level and position; and b. Remuneration components.
CHAPTER XIV
REPORTING
First Section
Action Plan for Corporate Governance Implementation
Article 81
(1) In the implementation of good Corporate Governance principles as referred to in Article 2, BPRS is required to prepare and submit an action plan to the Financial Services Authority.
(2) The action plan as referred to in paragraph (1) must be submitted no later than June 30, 2019.
(3) BPRS must make adjustments to the action plan as referred to in paragraph (1) upon request of the Financial Services Authority.
(4) The deadline for completing the action plan as referred to in paragraph (2) and/or completion of the adjusted action plan as referred to in paragraph (3) is no later than December 31, 2021.
Article 82
(1) BPRS is required to submit a report on the realization of the action plan as referred to in Article 81 to the Financial Services Authority every semester.
(2) The report on the realization of the action plan as referred to in paragraph (1) must be submitted no later than July 31 for the first semester report and January 31 of the following year for the second semester report. (3) The report on the realization of the action plan as referred to in paragraph (1) is first submitted for the first semester of 2020. (4) In the event that BPRS has realized the entire action plan as referred to in Article 81 paragraph (1) before the deadline as referred to in Article 81 paragraph (4) and has reported it to the Financial Services Authority, BPRS does not need to submit the report on the realization of the action plan for the subsequent semester.
Article 83
Further provisions regarding the format and instructions for preparing the action plan are regulated in a Circular Letter of the Financial Services Authority.
Second Section
Corporate Governance Implementation Report
Article 84
For the implementation of the duties of the Member of the Board of Directors who oversees the compliance function, BPRS is required to submit to the Financial Services Authority:
a. a report on the main points of the implementation of duties and responsibilities of the Member of the Board of Directors who oversees the compliance function as referred to in Article 63; and b. a special report regarding policies and/or decisions of the Board of Directors that in the opinion of the Member of the Board of Directors who oversees the compliance function have deviated from applicable legislation, as referred to in Article 64.
Article 85
(1) The report as referred to in Article 84 letter a must be signed by the Member of the Board of Directors who oversees the compliance function and the Chief Executive Officer.
(2) In the event that the Chief Executive Officer performs the function as the Member of the Board of Directors who oversees the compliance function, the report as referred to in Article 84 letter a is signed by the Chief Executive Officer. (3) The report as referred to in paragraph (1) must be prepared at the end of December and submitted to the Financial Services Authority no later than 3 (three) months after the end of the reporting month.
Article 86
(1) The report as referred to in Article 84 letter b must be signed by the Member of the Board of Directors who oversees the compliance function.
(2) The report as referred to in paragraph (1) must be submitted to the Financial Services Authority no later than 10 (ten) working days since the deviation was discovered.
Article 87
(1) To implement the internal audit function as referred to in Article 66, BPRS is required to submit to the Financial Services Authority:
a. a report on the appointment or dismissal of the head of the internal audit work unit or the Executive Official responsible for the implementation of the internal audit function, accompanied by considerations and reasons for the appointment or dismissal; b. a report on the implementation and main points of internal audit results, including confidential audit information; and
c. a special report regarding internal audit findings that can disrupt the continuity of BPRS business.
(2) BPRS with core capital of at least Rp50,000,000,000.00 (fifty billion rupiah) is required to submit a report on the results of the review of the internal audit function conducted by an external party as referred to in Article 67 paragraph (5), which contains opinions on the results of the work of the internal audit work unit and its compliance with the standards for the implementation of the BPRS internal audit function, as well as improvements to be made.
Article 88
(1) The report as referred to in Article 87 paragraph (1) letter a must be signed by the Chief Executive Officer and the Main Commissioner and must be submitted to the Financial Services Authority no later than 10 (ten) working days since the date of appointment or dismissal of the head of the internal audit work unit or the Executive Official responsible for the implementation of the internal audit function. (2) The report as referred to in Article 87 paragraph (1) letter b must be signed by the Chief Executive Officer and the Main Commissioner and must be submitted to the Financial Services Authority at the end of each year no later than 3 (three) months after the reporting month. (3) The report as referred to in Article 87 paragraph (1) letter c must be signed by the Chief Executive Officer and the Main Commissioner and must be submitted to the Financial Services Authority no later than 10 (ten) working days since the audit finding was known. (4) The report as referred to in Article 87 paragraph (2) must be submitted to the Financial Services Authority no later than 1 (one) month after the results of the external party's review are received by BPRS.
Article 89
(1) BPRS is required to prepare a corporate governance implementation report at the end of each fiscal year.
(2) The corporate governance implementation report as referred to in paragraph (1) must contain at least:
a. the scope of corporate governance as referred to in Article 2 paragraph (2) and the results of the self-assessment of corporate governance implementation; b. share ownership of Members of the Board of Directors in the relevant BPRS and other companies, as well as financial and/or family relationships of Members of the Board of Directors with other Members of the Board of Directors, Members of the Board of Commissioners, and/or BPRS shareholders as referred to in Article 21;
c. share ownership of Members of the Board of Commissioners in the relevant BPRS and other companies, financial and/or family relationships of Members of the Board of Commissioners with Members of the Board of Directors, other Members of the Board of Commissioners, and/or BPRS shareholders, as well as concurrent positions in rural credit banks, other BPRS, and/or other institutions or companies as referred to in Article 38;
d. concurrent positions of DPS Members as Members of DPS in other Sharia financial institutions as referred to in Article 47; e. Remuneration packages or other policies and facilities for the Board of Directors, Board of Commissioners, and DPS as referred to in Article 22 paragraph (3), Article 39 paragraph (3), and Article 48 paragraph (3); f. the ratio of highest to lowest salary; g. the frequency of Board of Commissioners meetings as referred to in Article 35 paragraph (1); h. the frequency of DPS meetings as referred to in Article 46 paragraph (1);
i. the number of internal fraud incidents that occurred and the resolution efforts by BPRS;
j. the number of legal issues and resolution efforts by BPRS; k. transactions containing conflicts of interest; and
l. fund disbursement for social activities and political activities, both in nominal value and recipient parties.
(3) The disclosure of Remuneration packages or other policies and facilities for the Board of Directors, Board of Commissioners, and DPS as referred to in paragraph (2) letter e must cover at least the number of Members of the Board of Directors, Members of the Board of Commissioners, and Members of DPS, as well as the total amount of salaries, allowances, bonuses, stock-based compensation, other forms of Remuneration, and facilities determined based on RUPS decisions.
Article 90
(1) BPRS is required to submit the corporate governance implementation report as referred to in Article 89 to shareholders and at least to:
a. the Financial Services Authority; b. BPRS associations in Indonesia; and
c. Stakeholders through internal media owned by BPRS,
no later than 3 (three) months after the end of the fiscal year.
(2) For BPRS that already have a website, the corporate governance implementation report as referred to in paragraph (1) must be published on the BPRS website no later than 3 (three) months after the end of the fiscal year.
Article 91
Further provisions regarding the format and instructions for preparing the corporate governance implementation report are regulated in a Circular Letter of the Financial Services Authority.
Third Section
Self-Assessment of Corporate Governance Implementation
Article 92
(1) BPRS is required to submit a report on the results of the self-assessment of corporate governance implementation to the Financial Services Authority at least 1 (one) time in 1 (one) year. (2) The results of the self-assessment of corporate governance implementation as referred to in paragraph (1) are an inseparable part of the corporate governance implementation report as referred to in Article 89.
Article 93
Further provisions regarding the report on the results of the self-assessment of corporate governance implementation are regulated in a Circular Letter of the Financial Services Authority.
Fourth Section
Procedures for Report Submission
Article 94
(1) BPRS is required to submit reports as referred to in Article 84, Article 87, Article 89, and Article 92 online through the Financial Services Authority reporting system.
(2) In the event that online submission of reports through the Financial Services Authority reporting system as referred to in paragraph (1) cannot yet be performed, BPRS submits reports offline to the Financial Services Authority.
CHAPTER XV
ASSESSMENT OF CORPORATE GOVERNANCE IMPLEMENTATION
Article 95
(1) In conducting an assessment of corporate governance implementation as referred to in Article 3, the Financial Services Authority is authorized to conduct an assessment or evaluation of the report on the results of the self-assessment of corporate governance implementation as referred to in Article 92 paragraph (1). (2) Based on the results of the assessment or evaluation as referred to in paragraph (1), the Financial Services Authority is authorized to request BPRS to submit an action plan containing improvement steps that must be implemented by BPRS with a specific target time. (3) If necessary, the Financial Services Authority is authorized to request BPRS to adjust the action plan as referred to in paragraph (2).
CHAPTER XVI
ADJUSTMENT OF CORPORATE GOVERNANCE IMPLEMENTATION
Article 96
(1) BPRS that, based on monthly reports, experiences an increase in core capital to at least Rp80,000,000,000.00 (eighty billion rupiah) for 6 (six) consecutive monthly reporting positions after December 31, 2021, must have met the provisions based on the new core capital as referred to in Article 4 paragraph (1), Article 12 paragraph (1) letter a, Article 12 paragraph (2), Article 23 paragraph (1), Article 24 paragraph (1), Article 60 paragraph (2), Article 61 paragraph (1), and Article 67 paragraph (1) no later than 1 (one) year after BPRS meets the core capital of at least Rp80,000,000,000.00 (eighty billion rupiah) for 6 (six) consecutive monthly reporting positions. (2) BPRS that, based on monthly reports, experiences an increase in core capital to at least Rp50,000,000,000.00 (fifty billion rupiah) and less than Rp80,000,000,000.00 (eighty billion rupiah) for 6 (six) consecutive monthly reporting positions after December 31, 2021, must have met the provisions based on the new core capital as referred to in Article 4 paragraph (1), Article 12 paragraph (1) letter a, Article 23 paragraph (1), Article 24 paragraph (2), Article 60 paragraph (2), Article 61 paragraph (1), and Article 67 paragraph (1) no later than 1 (one) year after BPRS meets the core capital of at least Rp50,000,000,000.00 (fifty billion rupiah) and less than Rp80,000,000,000.00 (eighty billion rupiah) for 6 (six) consecutive monthly reporting positions.
Article 97
BPRS that, based on monthly reports, experiences a decrease in core capital resulting in a change in the fulfillment of provisions in this Financial Services Authority Regulation, must continue to fulfill provisions based on the core capital prior to the occurrence of the decrease in core capital as referred to in this Financial Services Authority Regulation.
CHAPTER XVII
ADMINISTRATIVE SANCTIONS
First Section
Sanctions for Corporate Governance Implementation
Article 98
BPRS that does not fulfill the provisions as referred to in Article 2 paragraph (1), Article 4 paragraph (3), Article 7 paragraph (1), Article 9 paragraph (2), Article 10, Article 11, Article 12 paragraph (1), Article 12 paragraph (2), Article 13, Article 14, Article 15, Article 17, Article 18, Article 20 paragraph (1), Article 20 paragraph (4), Article 20 paragraph (5), Article 21, Article 23 paragraph (3), Article 24 paragraph (1), Article 24 paragraph (2), Article 26 paragraph (2), Article 27 paragraph (4), Article 28, Article 29 paragraph (1), Article 29 paragraph (2), Article 29 paragraph (3), Article 29 paragraph (4), Article 30, Article 31, Article 32 paragraph (1), Article 32 paragraph (4), Article 33, Article 34, Article 35 paragraph (1), Article 35 paragraph (2), Article 35 paragraph (5), Article 35 paragraph (6), Article 36 paragraph (3), Article 36 paragraph (4), Article 37 paragraph (3), Article 38, Article 39 paragraph (3), Article 43, Article 44 paragraph (3), Article 44 paragraph (4), Article 45, Article 46 paragraph (1), Article 46 paragraph (5), Article 47, Article 48, Article 49 paragraph (3), Article 50 paragraph (3), Article 51 paragraph (3), Article 52 paragraph (1), Article 53 paragraph (3), Article 56, Article 58 paragraph (3), Article 58 paragraph (4), Article 59, Article 60 paragraph (1), Article 60 paragraph (2), Article 60 paragraph (3), Article 60 paragraph (7), Article 60 paragraph (8), Article 60 paragraph (9), Article 61, Article 62 paragraph (2), Article 62 paragraph (3), Article 62 paragraph (4), Article 62 paragraph (7), Article 62 paragraph (8), Article 64 paragraph (1), Article 65, Article 66 paragraph (1), Article 67 paragraph (1), Article 67 paragraph (2), Article 67 paragraph (5), Article 67 paragraph (6), Article 69 paragraph (2), Article 78, Article 79 paragraph (3), Article 79 paragraph (4), Article 80 paragraph (1), Article 95 paragraph (2), and/or Article 96 shall be subject to administrative sanctions in the form of:
a. written reprimand; b. downgrade of health level; and/or
c. temporary suspension of BPRS operational activities.
Article 99
Members of the Board of Directors and/or Members of the Board of Commissioners who do not fulfill the provisions as referred to in Article 16 paragraph (1), Article 22, Article 39 paragraph (1), and Article 39 paragraph (2) shall be subject to administrative sanctions in the form of:
a. written reprimand; and/or b. inclusion in the list of unqualified through the competence and fitness test mechanism.
Article 100
(1) In the event that there are 3 (three) written reprimands from the Financial Services Authority regarding violations of the provisions in Article 43, Article 44 paragraph (3), Article 44 paragraph (4), Article 45, Article 46 paragraph (1), Article 46 paragraph (5), Article 47, and/or Article 48, BPRS must replace the DPS Member(s). (2) In the event that DPS does not carry out duties and responsibilities well as referred to in Article 43 until the BPRS business license is revoked, the DPS Member(s) concerned shall be subject to sanctions
consisting of a prohibition on becoming members of the Sharia Supervisory Board (DPS) in Sharia banking for a maximum of 10 (ten) years from the date of revocation of the business license of the BPRS by the Financial Services Authority.
Article 101
BPRS that do not meet the provisions as referred to in Article 4 paragraph (1) and/or Article 23 paragraph (1) shall be subject to administrative sanctions consisting of:
a. written reprimand; b. downgrade of health level; and/or
c. prohibition on opening office networks and foreign exchange business activities; and/or
d. temporary cessation of BPRS operational activities.
Article 102
BPRS that do not meet the provisions of Article 4 paragraph (2), Article 5, Article 8, Article 23 paragraph (2), Article 27 paragraph (1), Article 27 paragraph (3), and/or Article 40 shall be subject to sanctions as referred to in the Financial Services Authority Regulation regarding BPRS.
Article 103
BPRS that do not meet the provisions of Article 71 paragraph (1) and Article 71 paragraph (2) shall be subject to sanctions as referred to in the Financial Services Authority Regulation regarding the use of public accountants and public accounting firms in financial service activities.
Article 104
BPRS that do not meet the provisions of Article 72 shall be subject to sanctions as referred to in the Financial Services Authority Regulation regarding the implementation of risk management for BPRS.
Article 105
BPRS that do not meet the provisions of Article 73 shall be subject to sanctions as referred to in the legislation regarding the maximum limit of BPRS fund disbursement.
Article 106
BPRS that do not meet the provisions of Article 74 paragraph (1) shall be subject to sanctions as referred to in the Financial Services Authority Regulation regarding the BPRS business plan.
Article 107
BPRS that do not meet the provisions of Article 75 shall be subject to sanctions as referred to in the legislation regarding the transparency of BPRS financial conditions.
Article 108
BPRS that do not meet the provisions of Article 76 shall be subject to sanctions as referred to in the legislation regarding the transparency of bank product information and the use of customer personal data, and the Financial Services Authority Regulation regarding consumer protection in the financial services sector.
Article 109
BPRS that do not meet the provisions of Article 77 shall be subject to sanctions as referred to in the legislation regarding the implementation of Sharia principles in fund mobilization and disbursement, as well as Sharia bank service provision, and the Financial Services Authority Regulation regarding BPRS products and activities.
Second Section
Reporting Sanctions
Article 110
BPRS that do not meet the reporting provisions as referred to in Article 81 paragraph (1), Article 82 paragraph (1), Article 84, Article 85 paragraph (3), Article 86 paragraph (2), Article 87, Article 88, Article 89 paragraph (1), Article 90 paragraph (2), Article 92 paragraph (1), and/or Article 94 paragraph (1) shall be subject to administrative sanctions consisting of:
a. written reprimand; b. downgrade of health level; and/or
c. temporary cessation of BPRS operational activities.
Article 111
(1) BPRS that do not meet the reporting provisions for action plans as referred to in Article 81 paragraph (2) and/or reporting on the implementation of action plans as referred to in Article 82 paragraph (2) shall be subject to administrative sanctions consisting of:
a. a fine of Rp100,000.00 (one hundred thousand rupiah) per day of delay, with a maximum fine of Rp3,000,000.00 (three million rupiah); or b. a fine of Rp5,000,000.00 (five million rupiah), for BPRS that have not submitted the action plan and/or report on the implementation of the action plan beyond 1 (one) month from the final deadline for submission of the action plan and report on the implementation of the action plan. (2) The imposition of fine sanctions as referred to in paragraph (1) letter b does not eliminate the obligation to submit the action plan, report on the implementation of the action plan, adjustment to the action plan, and/or report on the implementation of the action plan that has been adjusted.
Article 112
(1) BPRS that do not meet the provisions for submitting the corporate governance implementation report as referred to in Article 90 paragraph (1) shall be subject to administrative sanctions consisting of:
a. a fine of Rp100,000.00 (one hundred thousand rupiah) per working day of delay; or b. a fine of Rp5,000,000.00 (five million rupiah), for BPRS that have not submitted the corporate governance implementation report beyond 1 (one) month from the final deadline for submission of the report. (2) In the event that BPRS has not submitted the corporate governance implementation report until the next submission period, it shall be subject to administrative sanctions consisting of a written reprimand, a fine of Rp10,000,000.00 (ten million rupiah), and a downgrade of the BPRS health level. (3) The imposition of fine sanctions as referred to in paragraph (1) and paragraph (2) does not eliminate the obligation to submit the corporate governance implementation report. (4) BPRS that submit the corporate governance implementation report as referred to in Article 90 paragraph (1) which is assessed as not true and/or not complete significantly shall be subject to administrative sanctions consisting of a written reprimand, a fine of Rp10,000,000.00 (ten million rupiah), and:
a. downgrade of BPRS health level; and/or b. inclusion of members of the Board of Directors and/or members of the Board of Commissioners in the list of failed through the mechanism of competence and fitness tests. (5) The imposition of fines as referred to in paragraph (2) and paragraph (4) is carried out after BPRS has been given 2 (two) written reprimands by the Financial Services Authority with a grace period of 10 (ten) working days for each reprimand, and BPRS does not submit or correct the report within a period of 10 (ten) working days after the last written reprimand. (6) The imposition of fines as referred to in paragraph (4) does not eliminate the obligation to submit the corrected corporate governance implementation report.
CHAPTER XVIII
TRANSITIONAL PROVISIONS
Article 113
(1) The obligation for organizational structure completeness as referred to in Article 4 paragraph (1), Article 12 paragraph (1), Article 23 paragraph (1), Article 24 paragraph (1), Article 24 paragraph (2), Article 32 paragraph (1), and Article 60 paragraph (1) for:
a. BPRS that have obtained a business license or rural credit banks that have obtained a license for change of business activity to become BPRS before this Financial Services Authority Regulation is promulgated; or b. parties that have submitted a business license application or rural credit banks that have submitted an application for change of business activity to become BPRS before this Financial Services Authority Regulation is promulgated, shall be fulfilled no later than on December 31, 2021. (2) The obligation for organizational structure completeness as referred to in Article 4 paragraph (1), Article 12 paragraph (1), Article 23 paragraph (1), Article 24 paragraph (1), Article 24 paragraph (2), Article 32 paragraph (1), and Article 60 paragraph (1) for parties submitting a business license application or applying for a license for change of business activity to become BPRS after this Financial Services Authority Regulation is promulgated must be fulfilled when the BPRS obtains the business license or the rural credit bank obtains the license for change of business activity to become BPRS. (3) The imposition of sanctions for violations of organizational structure completeness provisions as referred to in paragraph (1) is applied after December 31, 2021. (4) Parties that do not meet the organizational structure obligations as referred to in paragraph (2) cannot obtain the business license as referred to in the Financial Services Authority Regulation regarding BPRS or the license for change of business activity as referred to in the Financial Services Authority Regulation regarding the change of business activity of conventional banks to Sharia banks.
Article 114
BPRS that submit a business license application or rural credit banks that submit an application for change of business activity to become BPRS before this Financial Services Authority Regulation is promulgated, must submit and fulfill the action plan as referred to in Article 81 and submit the report on the implementation of the action plan as referred to in Article 82.
Article 115
In the implementation of the duties of Board of Directors members who oversee the compliance function, BPRS shall for the first time submit the report as referred to in Article 84 letter a to the Financial Services Authority as referred to in Article 85 paragraph (3) for the report position at the end of December 2022.
Article 116
In implementing the internal audit function, BPRS shall for the first time submit the report as referred to in Article 87 paragraph (1) letter b to the Financial Services Authority as referred to in Article 88 paragraph (2) for the report position at the end of December 2022.
Article 117
(1) BPRS shall for the first time submit the corporate governance implementation report as referred to in Article 89 to the Financial Services Authority as referred to in Article 90 paragraph (1) letter a for the report position at the end of December 2022. (2) BPRS shall for the first time submit the corporate governance implementation report as referred to in Article 89 to the parties as referred to in Article 90 paragraph (1) letter b and Article 90 paragraph (1) letter c and publish it on the website as referred to in Article 90 paragraph (2) for the report position at the end of December 2023.
Article 118
BPRS shall for the first time submit the self-assessment report on corporate governance implementation as referred to in Article 92 to the Financial Services Authority for the report position at the end of December 2022.
CHAPTER XIX
CLOSING PROVISIONS
Article 119
At the time this Financial Services Authority Regulation comes into force:
a. Article 28 paragraph (1), Article 28 paragraph (3), Article 30 paragraph (2), Article 30 paragraph (3), Article 32, Article 41 paragraph (1), and Article 41 paragraph (2) of the Financial Services Authority Regulation Number 3/POJK.03/2016 concerning Sharia Rural Financing Banks (State Gazette of the Republic of Indonesia Year 2016 Number 15, Supplement to the State Gazette of the Republic of Indonesia Number 5839); and b. Article 23 paragraph (2) letter b of the Financial Services Authority Regulation Number 75/POJK.03/2016 concerning Information Technology Implementation Standards for Rural Credit Banks and Sharia Rural Financing Banks (State Gazette of the Republic of Indonesia Year 2016 Number 308, Supplement to the State Gazette of the Republic of Indonesia Number 5998), are declared invalid.
Article 120
At the time this Financial Services Authority Regulation comes into force, Bank Indonesia Circular Letter No. 15/22/DPbS dated June 27, 2013 concerning Guidelines for the Implementation of Duties and Responsibilities of the Sharia Supervisory Board of Sharia Rural Financing Banks remains valid insofar as it does not conflict with the provisions in this Financial Services Authority Regulation.
Article 121
This Financial Services Authority Regulation comes into force on the date of its promulgation.
This copy is in accordance with the original
Director of Law 1
Legal Department signed
Yuliana
In order for everyone to know it, order the promulgation of this Financial Services Authority Regulation by placing it in the State Gazette of the Republic of Indonesia.
Determined in Jakarta on December 5, 2018
CHAIRMAN OF THE COMMISSIONERS BOARD
FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA, signed
WIMBOH SANTOSO
Promulgated in Jakarta on December 10, 2018
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA signed
YASONNA H. LAOLY
STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2018 NUMBER 228
EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 24 /POJK.03/2018
CONCERNING
THE APPLICATION OF CORPORATE GOVERNANCE FOR SHARIA RURAL FINANCING BANKS
I. GENERAL
The Application of Good Corporate Governance is important to carry out because the risks and challenges faced by BPRS, both from internal and external sources, are increasing and becoming more complex. Internally, members of the Board of Directors and members of the Board of Commissioners are expected to be able to act as role models and drivers so that BPRS as a whole applies Good Corporate Governance optimally. In addition, DPS members are expected to play a role in ensuring BPRS activities are in accordance with Sharia Principles.
BPRS with core capital of at least Rp50,000,000,000.00 (fifty billion rupiah) should apply corporate governance fully, including the fulfillment of organizational structure completeness. As for BPRS with core capital of less than Rp50,000,000,000.00 (fifty billion rupiah), the application of corporate governance focuses more on the good implementation of governance functions. The composition of the Board of Commissioners for BPRS with core capital of at least Rp50,000,000,000.00 (fifty billion rupiah) consists of Independent Commissioners and non-independent commissioners. The existence of Independent Commissioners is expected to increase balance in the implementation of supervision and ultimately optimize the application of corporate governance.
As Independent Commissioners and Independent Parties, committee members must be free from conflicts of interest. To prevent such conflicts of interest, for former members of the Board of Directors and Executive Officials and other parties who have relationships with BPRS, it is deemed necessary to undergo a cooling-off period before taking office as Independent Commissioners.
To support the application of Good Corporate Governance, the Board of Commissioners carries out a supervisory function against the Board of Directors to protect the interests of BPRS. The application of Good Corporate Governance must become a culture for all BPRS employees in every operational activity implementation and be transparent to Stakeholders.
II. ARTICLE BY ARTICLE
Article 1
Quite clear.
Article 2
Paragraph (1)
What is meant by "all levels or tiers of organization" is from the highest level, namely the Board of Directors and Board of Commissioners including DPS, down to the level of implementing employees. The application of Good Corporate Governance in every BPRS business activity, including during the formulation of vision, mission, business plan, policy implementation, and internal supervision, is applied at all levels or tiers of organization.
Paragraph (2)
Letter a
The implementation of duties and responsibilities of the Board of Directors refers to the BPRS Articles of Association and provisions of legislation.
Furthermore, the Articles of Association must refer to provisions of legislation, including Financial Services Authority Regulations regarding BPRS.
Letter b
The implementation of duties and responsibilities of the Board of Commissioners refers to the BPRS Articles of Association and provisions of legislation.
Furthermore, the Articles of Association must refer to provisions of legislation, including Financial Services Authority Regulations regarding BPRS.
Letter c
The implementation of duties and responsibilities of DPS refers to the BPRS Articles of Association and provisions of legislation.
Furthermore, the Articles of Association must refer to provisions of legislation, including Financial Services Authority Regulations regarding BPRS.
Letter d
The implementation of committee duties is intended to facilitate the smoothness of supervisory tasks by the Board of Commissioners. For BPRS not required to form committees, committee functions are carried out by members of the Board of Commissioners.
Letter e
The implementation of Sharia Principles in BPRS activities includes provisions as referred to in Financial Services Authority Regulations regarding BPRS products and activities, as well as legislation regarding the implementation of Sharia principles in fund mobilization and disbursement, and Sharia bank service provision.
Letter f
Quite clear.
Letter g
Quite clear.
Letter h
Quite clear.
Letter i
Quite clear.
Letter j
The BPRS business plan includes short-term, medium-term, and/or long-term strategic plans.
Letter k
Transparency includes aspects of disclosure of BPRS information, both qualitative and quantitative, to Stakeholders.
Article 3
Quite clear.
Article 4
Paragraph (1)
What is meant by "core capital" is as referred to in the Financial Services Authority Regulation regarding the obligation to provide minimum capital and fulfillment of minimum core capital for BPRS.
Paragraph (2)
Quite clear.
Paragraph (3)
What is meant by "residing near the location of the BPRS head office" is that the travel distance can be reached by land and/or water travel in a maximum of 2 (two) hours under normal conditions. The regulation regarding residence is essentially intended so that Board of Directors members reside near the head office location, enabling them to manage the BPRS well. Residence of Board of Directors members is proven by an identity card or a residence certificate from the village head, sub-district head, or district head.
Article 5
Paragraph (1)
What is meant by "family or in-law relationships up to the second degree" is kinship relationships up to the second degree, both vertical and horizontal, as referred to in the Financial Services Authority Regulation regarding BPRS.
Paragraph (2)
Quite clear.
Article 6
Paragraph (1)
Recommendations from the Remuneration and Nomination Committee are exempted for the replacement of Board of Directors members that is temporary as referred to in the Law regarding Limited Liability Companies.
Paragraph (2)
Quite clear.
Paragraph (3)
Quite clear.
Article 7
Paragraph (1)
What is meant by "business entity" includes, among others, non-financial institutions aiming for profit or gain.
What is meant by "other institutions" includes, among others, political parties or social organizations.
Paragraph (2)
What is meant by "non-profit organizations or institutions" includes, among others, professional associations, BPRS industry associations, and/or educational institutions to improve the competence of BPRS human resources.
Article 8
Quite clear.
Article 9
Quite clear.
Article 10
Quite clear.
Article 11
What is meant by "other authorities" includes, among others, Bank Indonesia, the Center for Reporting and Analysis of Financial Transactions (PPATK), and/or the Deposit Insurance Corporation (LPS).
Article 12
Quite clear.
Article 13
Letter a
What is meant by "operational activities" are activities related to fund mobilization and disbursement.
The separation of duties is intended to ensure that there are no overlapping positions and conflicts of interest between bookkeeping, operations, and supporting operational activities.
Letter b
Quite clear.
Article 14
Quite clear.
Article 15
What is meant by "employees" are permanent employees at the respective BPRS.
What is meant by "BPRS policies that are strategic in the field of human resources" includes, among others, BPRS policies regarding recruitment systems, promotion and demotion systems, Remuneration systems, employee development programs, and employee termination mechanisms. This disclosure is carried out through media known and easily accessible by employees.
Article 16
Paragraph (1)
Quite clear.
Paragraph (2)
Letter a
What is meant by "special nature projects" includes, among others, information technology projects with criteria such as having specific time targets.
Letter b
Clear agreements must at least cover the scope of work, responsibilities, as well as the duration and cost of the work.
Letter c
Consultant qualifications are proven, among others, by competence and/or experience according to the assigned project.
Article 17
The data and information are needed in connection with the duties and responsibilities of the Board of Commissioners and DPS to supervise the implementation of duties and responsibilities of the Board of Directors and control the implementation of BPRS policies.
Article 18
Paragraph (1)
Quite clear.
Paragraph (2)
Letter a
Quite clear.
Letter b
Quite clear.
Letter c
Meeting regulations include, among others, agenda, quorum requirements, decision-making, rights of Board of Directors members in case of differing opinions (dissenting opinions) in decision-making, and meeting minutes.
Article 19
Quite clear.
Article 20
Paragraph (1)
What is meant by "strategic policies and decisions" are BPRS decisions that can significantly affect BPRS finances and/or have a continuous impact on budgets, human resources, organizational structure, and/or third parties.
Paragraph (2)
Quite clear.
Paragraph (3)
Quite clear.
Paragraph (4)
What is meant by "provisions of legislation" includes, among others, the Law regarding company documents and the Law regarding archiving.
Paragraph (5)
Quite clear.
Article 21
Letter a
What is meant by "other companies" are financial service institutions or non-financial service institutions inside and outside the country.
Letter b
Quite clear.
Article 22
Paragraph (1)
Quite clear.
Paragraph (2)
Personal gains include, among others, unreasonable asset rental income and commissions or remuneration in fund mobilization and/or disbursement. Personal gains do not include, among others, Board of Directors members as BPRS customers receiving profit-sharing and/or bonuses reasonably. What is meant by "paying attention to fairness and/or conformity with provisions of legislation" is to avoid the General Meeting of Shareholders setting things that contradict the prudence principle and provisions of legislation, for example, increasing Remuneration and facilities for the Board of Directors when BPRS is under intensive supervision or special supervision.
Paragraph (3)
Quite clear.
Article 23
Paragraph (1)
What is meant by "core capital" is as referred to in the Financial Services Authority Regulation regarding the obligation to provide minimum capital and fulfillment of minimum core capital for BPRS.
Paragraph (2)
Quite clear.
Paragraph (3)
What is meant by "residing near the location of the BPRS head office" is that the travel distance can be reached by land and/or water travel in a maximum of 2 (two) hours under normal conditions. The regulation regarding residence is essentially intended so that Board of Commissioners members can carry out their duties effectively. Residence of Board of Commissioners members is proven by an identity card or a residence certificate from the village head, sub-district head, or district head.
Article 24
Paragraph (1)
The existence of Independent Commissioners is intended to encourage the creation of a more objective work climate and environment, and to place fairness and equality among various interests, including minority shareholders' interests and other Stakeholders.
Paragraph (2)
Quite clear.
Paragraph (3)
What is meant by "cooling off period" is the interval between the effective end of the incumbent's term of office as a member of the Board of Directors, Executive Official, or other party who has a relationship with BPRS, and the effective appointment of the incumbent as an Independent Commissioner. The term of office for Board of Directors members ends effectively as of the date set in the General Meeting of Shareholders or since the time period regulated in the BPRS Articles of Association has expired, in the event that the General Meeting of Shareholders cannot be held. The term of office for Executive Officials ends effectively as of the written decision of the end of the incumbent's position by the BPRS.
Paragraph (4)
What is meant by "Board of Directors members who oversee supervisory functions or Executive Officials responsible for the implementation of supervisory functions" includes, among others, Board of Directors members or Executive Officials handling the internal audit, compliance, and/or risk management functions at the respective BPRS. In the event that a candidate for Independent Commissioner comes from Board of Directors members or Executive Officials who handle supervisory functions and previously served as Board of Directors members, Executive Officials, or employees handling non-supervisory functions, the cooling-off period is calculated as 1 (one) year after the date of dismissal from the position as Board of Directors member, Executive Official, or employee handling non-supervisory functions at the respective BPRS.
Paragraph (5)
Clearly stated.
Paragraph (6)
Clearly stated.
Article 25
Clearly stated.
Article 26
Clearly stated.
Article 27
Paragraph (1)
Clearly stated.
Paragraph (2)
The term "nonprofit organization or institution" includes, among others, professional associations, BPRS industry associations, and/or educational institutions to enhance the competency of BPRS human resources. Paragraph (3) Clearly stated. Paragraph (4) Clearly stated.
Article 28
Clearly stated.
Article 29
Paragraph (1)
Clearly stated.
Paragraph (2)
Clearly stated.
Paragraph (3)
The term "BPRS strategic policy" refers to BPRS policies that can significantly affect BPRS finances and/or have a continuous impact on budgets, human resources, organizational structure, and/or third parties. Paragraph (4) The term "BPRS activities" refers to all BPRS activities, whether related to fund gathering and fund disbursement or other BPRS activities. Excluded are cases where the Board of Commissioners conducts an evaluation of a transaction as part of early supervision implementation. The evaluation results are formulated in recommendations, well-documented, and become part of the decision-making documents. Paragraph (5) Clearly stated.
Article 30
The term "other authorities" includes, among others, Bank Indonesia, PPATK, and/or LPS.
Article 31
Letter a
Clearly stated.
Letter b
The term "conditions or anticipated conditions that may endanger the continuity of the BPRS business" includes, among others, events or anticipated conditions that may cause the BPRS to be placed under intensive supervision or special supervision.
Article 32
Clearly stated.
Article 33
Paragraph (1)
Clearly stated.
Paragraph (2)
Letter a
Clearly stated.
Letter b
Clearly stated.
Letter c
Meeting regulations include, among others, agenda requirements, quorum requirements, decision-making procedures, rights of Board of Commissioners members in case of dissenting opinions in decision-making, and meeting minutes.
Article 34
Indicators of providing sufficient time include, among others, the attendance of the respective Board of Commissioners member according to the working hours established in the guidelines and code of conduct of the Board of Commissioners, as well as the attendance rate in Board of Commissioners meetings.
Article 35
Paragraph (1)
Clearly stated.
Paragraph (2)
Clearly stated.
Paragraph (3)
Clearly stated.
Paragraph (4)
The term "teleconference technology" refers to long-distance conversations using video and audio technology that can be proven with recording evidence. The implementation of meetings using such teleconference technology is supported by:
a. a basis for the decision to hold meetings using teleconference technology, for example, internal BPRS regulations and Board of Commissioners meeting minutes; b. recording evidence of the meeting; and
c. meeting minutes signed by all Board of Commissioners members present either directly or via teleconference technology.
Paragraph (5)
Clearly stated.
Paragraph (6)
Clearly stated.
Article 36
Paragraph (1)
Clearly stated.
Paragraph (2)
Clearly stated.
Paragraph (3)
The term "regulatory provisions" includes, among others, Laws regarding corporate documents and Laws regarding archiving.
Paragraph (4)
Clearly stated.
Article 37
Paragraph (1)
Clearly stated.
Paragraph (2)
Clearly stated.
Paragraph (3)
Meeting minutes must clearly disclose issues discussed, conclusions, and meeting decisions.
The term "regulatory provisions" includes, among others, Laws regarding corporate documents and Laws regarding archiving.
Article 38
Letter a
The term "other companies" refers to financial service institutions or non-financial service institutions within and outside the country.
Letter b
Clearly stated.
Letter c
Clearly stated.
Article 39
Paragraph (1)
Clearly stated.
Paragraph (2)
Personal profit includes, among others, unreasonable asset rental income and commissions or remuneration in fund gathering and/or fund disbursement. Personal profit does not include, among others, Board of Commissioners members as BPRS customers receiving profit-sharing and/or bonuses fairly. The term "paying attention to fairness and/or conformity with regulatory provisions" is intended to avoid the General Meeting of Shareholders (GMS) establishing matters contrary to prudential principles and regulatory provisions, for example, increasing Remuneration and facilities for the Board of Commissioners when the BPRS is placed under intensive or special supervision. Paragraph (3) Clearly stated.
Article 40
Clearly stated.
Article 41
Clearly stated.
Article 42
Clearly stated.
Article 43
Clearly stated.
Article 44
Paragraph (1)
Clearly stated.
Paragraph (2)
Clearly stated.
Paragraph (3)
The first semester is from January 1 to June 30, and the second semester is from July 1 to December 31.
Paragraph (4)
Clearly stated.
Paragraph (5)
Clearly stated.
Article 45
Indicators of providing sufficient time include, among others, the attendance of DPS members according to the established working hours and the attendance rate of DPS members in DPS meetings.
Article 46
Paragraph (1)
Clearly stated.
Paragraph (2)
The term "teleconference technology" refers to long-distance conversations using video and audio technology that can be proven with recording evidence. The implementation of meetings using such teleconference technology is supported by:
a. a basis for the decision to hold meetings using teleconference technology, for example, internal BPRS regulations and DPS meeting minutes; b. recording evidence of the meeting; and
c. meeting minutes signed by all DPS members present either directly or via teleconference technology.
Paragraph (3)
Clearly stated.
Paragraph (4)
Clearly stated.
Paragraph (5)
The term "regulatory provisions" includes, among others, Laws regarding corporate documents and Laws regarding archiving.
Paragraph (6)
Clearly stated.
Paragraph (7)
Clearly stated.
Article 47
Clearly stated.
Article 48
Paragraph (1)
Clearly stated.
Paragraph (2)
Personal profit includes, among others, unreasonable asset rental income and commissions or remuneration in fund gathering and/or fund disbursement. Personal profit does not include, among others, DPS members as BPRS customers receiving profit-sharing and/or bonuses fairly. The term "paying attention to fairness and/or conformity with regulatory provisions" is intended to avoid the GMS establishing matters contrary to prudential principles and regulatory provisions, for example, increasing Remuneration and facilities for the DPS when the BPRS is placed under intensive or special supervision.
Paragraph (3)
Clearly stated.
Article 49
Paragraph (1)
The term "competence" refers to knowledge and skill qualifications in a specific field proven by certificates or proof of graduation in that field, whether from formal education or training institutions. The term "experience" refers to work experience of at least 1 (one) year proven by a work experience certificate from the relevant agency. Paragraph (2) Clearly stated. Paragraph (3) Clearly stated. Paragraph (4) The term "majority" means more than 50% (fifty percent) of the total number of Audit Committee members. Paragraph (5) The term "having good integrity and financial reputation" includes, among others:
a. having good ethics and morality, at least demonstrated by complying with regulatory provisions, including never being punished for proven criminal offenses within a certain period before nomination, namely:
Paragraph (5)
The term "having good integrity and financial reputation" includes, among others:
a. having good ethics and morality, at least demonstrated by complying with regulatory provisions, including never being punished for proven criminal offenses within a certain period before nomination, namely:
Article 52
Clearly stated.
Article 53
Paragraph (1)
Clearly stated.
Paragraph (2)
The term "other authorities" includes, among others, Bank Indonesia, PPATK, and/or LPS.
Paragraph (3)
Clearly stated.
Article 54
Clearly stated.
Article 55
Letter a
The term "performance" refers to financial performance, BPRS performance, business unit performance, and individual performance. Remuneration linked to individual performance aims to achieve equality between work results and received compensation. The term "peer group" refers to job equality within the BPRS and among several BPRS or similar financial service institutions, including aspects of assets and characteristics. The term "reserves" includes, among others, reserves as referred to in the Law regarding limited liability companies. Letter b Clearly stated.
Article 56
Paragraph (1)
Clearly stated.
Paragraph (2)
Letter a
Clearly stated.
Letter b
Clearly stated.
Letter c
Meeting regulations include, among others, agenda requirements, quorum requirements, decision-making procedures, rights of committee members in case of dissenting opinions in decision-making, and meeting minutes.
Article 57
Paragraph (1)
Clearly stated.
Paragraph (2)
The term "majority" means more than 50% (fifty percent) of the total number of committee members.
Paragraph (3)
The term "majority" means more than 50% (fifty percent) of the total number of Remuneration and Nomination Committee members.
Article 58
Paragraph (1)
Clearly stated.
Paragraph (2)
Clearly stated.
Paragraph (3)
The term "regulatory provisions" includes, among others, Laws regarding corporate documents and Laws regarding archiving.
Paragraph (4)
Clearly stated.
Article 59
The term "regulatory provisions" includes, among others, Financial Services Authority Regulations.
Article 60
Paragraph (1)
Clearly stated.
Paragraph (2)
The term "operational work unit" refers to a work unit that carries out fund gathering, fund disbursement, and other operational activities. The compliance unit can carry out anti-money laundering and counter-terrorism financing (APU-PPT) functions. Paragraph (3) The term "independent from BPRS operations" means not handling activities directly related to fund gathering and fund disbursement activities. Executive Officials responsible for implementing compliance functions may carry out human resources and APU-PPT functions. Paragraph (4) Clearly stated. Paragraph (5) Clearly stated. Paragraph (6) Clearly stated. Paragraph (7) Clearly stated. Paragraph (8) Clearly stated. Paragraph (9) Clearly stated. Paragraph (10) Clearly stated.
Article 61
Clearly stated.
Article 62
Paragraph (1)
Clearly stated.
Paragraph (2)
The term "unable to perform duties" refers to absence due to temporary circumstances such as leave, illness, and/or official duty.
Paragraph (3)
The term "permanent inability" includes, among others:
a. death; b. physical and/or mental disability or other conditions that do not allow the person concerned to perform tasks as a BPRS Director member; or
c. temporary inability for more than 90 (ninety) consecutive working days.
Paragraph (4)
Clearly stated.
Paragraph (5)
Clearly stated.
Paragraph (6)
Clearly stated.
Paragraph (7)
Clearly stated.
Paragraph (8)
Clearly stated.
Article 63
Letter a
The term "establishing necessary steps to ensure the BPRS has met all regulatory provisions in implementing prudential principles and Sharia Principles" includes, among others, preparing compliance procedures in each work unit, adjusting internal BPRS guidelines to changes in regulatory provisions, and preparing management decision-making processes. The term "regulatory provisions in implementing prudential principles" includes, among others, provisions regulating capital adequacy, maximum fund disbursement limits, asset quality, and asset impairment provisioning. Letter b The term "monitoring and ensuring that BPRS business activities do not deviate from regulatory provisions and Sharia Principles" includes, among others, monitoring the application of compliance procedures in each work unit used as a tool in every decision made, and conducting compliance training and socialization regarding regulatory provisions and Sharia Principles. Letter c BPRS commitment is the willingness of the BPRS to fulfill orders and/or prohibitions of the Financial Services Authority and/or other competent authorities in accordance with regulatory provisions for specific activities. The term "other authorities" includes, among others, Bank Indonesia, PPATK, and/or LPS.
Article 64
Clearly stated.
Article 65
Clearly stated.
Article 66
Paragraph (1)
The implementation of internal audit functions includes, among others, internal audit functions regarding information technology implementation as referred to in Financial Services Authority Regulations regarding BPRS information technology implementation standards. Paragraph (2) Assigning external auditors to perform internal audit functions does not reduce the responsibility of the internal audit work unit or Executive Officials responsible for implementing internal audit functions. External auditors include, among others, officials from other BPRS and/or rural credit banks in one group and/or parties appointed by the controlling shareholder of the BPRS. External audit personnel assigned to perform internal audit functions must comply with internal standard guidelines for performing internal audit functions at each BPRS and regulatory provisions, including bank confidentiality. Such audit personnel may be provided with accommodation, transportation, and allowance costs in accordance with internal BPRS regulations, reasonably and without resulting in double financing from the group or BPRS.
Article 67
Paragraph (1)
Clearly stated.
Paragraph (2)
Clearly stated.
Paragraph (3)
Clearly stated.
Paragraph (4)
Clearly stated.
Paragraph (5)
The term "external parties" refers to public accountants and/or public accounting firms that have not audited the financial statements of the corresponding BPRS in the last 3 (three) years. Example:
Internal audit function review is conducted for the period from July 2019 to June 2022.
Paragraph (6)
Clearly stated.
Article 68
Clearly stated.
Article 69
Clearly stated.
Article 70
Clearly stated.
Article 71
Paragraph (1)
The implementation of annual financial statement audits of BPRS by public accountants is intended to improve reporting quality and accuracy in presenting the financial condition of the BPRS. Paragraph (2) Clearly stated. Paragraph (3) Clearly stated.
Article 72
Clearly stated.
Article 73
Clearly stated.
Article 74
Clearly stated.
Article 75
Paragraph (1)
The term "non-financial conditions" includes, among others, governance, ownership, development of BPRS and BPRS group business, management strategy and policies, and management reports.
Paragraph (2)
Clearly stated.
Article 76
Clearly stated.
Article 77
Clearly stated.
Article 78
The term "adequate management information system" refers to an information system capable of providing complete, accurate, current, and integrated data and information for decision-making.
Article 79
Paragraph (1)
Clearly stated.
Paragraph (2)
Clearly stated.
Paragraph (3)
The term "conflict of interest" includes, among others, differences between the economic interests of the BPRS and the personal economic interests of owners, Board of Directors members, Board of Commissioners members, Executive Officials, and/or related parties with the BPRS. The regulation of this prohibition is essentially intended to ensure that Board of Directors members, Board of Commissioners members, and Executive Officials do not participate in making decisions in situations where there is a conflict of interest. However, if a decision must still be made, the aforementioned parties must prioritize the economic interests of the BPRS and prevent the BPRS from losses that may arise or potential decreases in BPRS profits, and disclose the conflict of interest condition in every decision. In this regard, granting special treatment to certain parties outside procedures and regulations, including in categories of conflicts of interest that harm or reduce BPRS profits, includes, among others, providing remuneration and/or profit-sharing that does not conform to procedures and regulations. Paragraph (4) Clearly stated.
Article 80
Paragraph (1)
Remuneration Policy is based on performance, risk, fairness with peer groups, medium-to-long-term targets and strategies, fulfillment of reserves as referred to in regulatory provisions, and potential future BPRS revenue. Remuneration Policy consists of fixed Remuneration Policy and variable Remuneration Policy. Fixed Remuneration is Remuneration not linked to performance and risk, including basic salary, facilities, housing allowances, health allowances, education allowances, holiday allowances, and pensions. Variable Remuneration is Remuneration linked to performance and risk, including bonuses or other forms equivalent to it. Paragraph (2) Clearly stated.
Article 81
Paragraph (1)
The action plan contains steps to be taken by the BPRS to fulfill obligations as referred to in these Financial Services Authority Regulations with completion target times during a certain period. Paragraph (2) Clearly stated. Paragraph (3) Requests for adjustment of the action plan by the Financial Services Authority include, among others, cases where the action plan is assessed as not fully meeting the requirements set by the Financial Services Authority and/or BPRS that, based on monthly reports, experiences an increase in core capital to at least Rp50,000,000,000.00 (fifty billion rupiah) or to at least Rp80,000,000,000.00 (eighty billion rupiah) for 6 (six) consecutive monthly report positions. The term "monthly reports" refers to monthly reports submitted by the BPRS, including monthly reports after corrections from Financial Services Authority examination results. Paragraph (4) Clearly stated.
Article 82
Paragraph (1)
The first semester is from January 1 to June 30, and the second semester is from July 1 to December 31.
Paragraph (2)
Clearly stated.
Paragraph (3)
Clearly stated.
Paragraph (4)
Clearly stated.
Article 83
Clearly stated.
Article 84
Clearly stated.
Article 85
Clearly stated.
Article 86
Clearly stated.
Article 87
Paragraph (1)
Clearly stated.
Paragraph (2)
The term "external parties" refers to public accountants and/or public accounting firms that have not audited the financial statements of the corresponding BPRS in the last 3 (three) years.
Article 88
Clearly stated.
Article 89
Paragraph (1)
Clearly stated.
Paragraph (2)
Letter a
Clearly stated.
Letter b
Clearly stated.
Letter c
Clearly stated.
Letter d
Clearly stated.
Letter e
Disclosure of this Remuneration package or policy serves as a benchmark for Stakeholders in assessing the appropriateness of Remuneration with the BPRS performance results managed by the Board of Directors, Board of Commissioners, and DPS. The term "other facilities" refers to facilities received not in financial form, including, among others, housing facilities, transportation facilities, and health insurance facilities. Letter f Clearly stated. Letter g Clearly stated. Letter h Clearly stated. Letter i Internal fraud in these provisions is limited to deviations related to BPRS operations that significantly affect the financial condition of the BPRS. Letter j Legal issues in these provisions include civil and criminal legal issues. Letter k Clearly stated. Letter l Clearly stated. Paragraph (3) Clearly stated.
Article 90
Paragraph (1)
Submission of good corporate governance implementation reports to shareholders prioritizes controlling shareholders, while for other shareholders it is based on considerations of efficiency levels and interest levels of each BPRS. Letter a Clearly stated.
Letter b
Clearly stated.
Letter c
The term "internal media owned by the BPRS" includes, among others, the BPRS website, announcements at the BPRS office, and/or providing the report at the BPRS office.
Paragraph (2)
Clearly stated.
Article 91
Clearly stated.
Article 92
Clearly stated.
Article 93
Clearly stated.
Article 94
Clearly stated.
Article 95
Clearly stated.
Article 96
The term "monthly reports" refers to monthly reports submitted by the BPRS, including monthly reports after corrections from Financial Services Authority examination results.
Article 97
The term "monthly reports" refers to monthly reports submitted by the BPRS, including monthly reports after corrections from Financial Services Authority examination results.
Article 98
Clearly stated.
Article 99
Clearly stated.
Article 100
Clearly stated.
Article 101
Clearly stated.
Article 102
Clearly stated.
Article 103
Clearly stated.
Article 104
Clearly stated.
Article 105
Clearly stated.
Article 106
Clearly stated.
Article 107
Clearly stated.
Article 108
Clearly stated.
Article 109
Clearly stated.
Article 110
Clearly stated.
Article 111
Paragraph (1)
Example:
A BPRS submits an action plan no later than June 30, 2019.
If a BPRS submits an action plan on July 1, 2019, it is subject to an administrative sanction consisting of a fine of Rp100,000.00 (one hundred thousand rupiah) for submitting the action plan one (1) day late. If a BPRS submits an action plan on August 1, 2019, it is subject to an administrative sanction consisting of a fine of Rp5,000,000.00 (five million rupiah) for exceeding one (1) month since the final deadline for submitting the action plan. Paragraph (2) Sufficiently clear.
Article 112
Paragraph (1)
Example:
A BPRS submits its first governance implementation report no later than March 31, 2023.
If a BPRS submits the governance implementation report on April 3, 2023, it is subject to an administrative sanction consisting of a fine of Rp100,000.00 (one hundred thousand rupiah) for submitting the report one (1) working day late. If a BPRS submits the governance implementation report on May 1, 2023, it is subject to an administrative sanction consisting of a fine of Rp5,000,000.00 (five million rupiah) for exceeding one (1) month since the final deadline for submitting the report. Paragraph (2) Example:
If a BPRS has not submitted the governance implementation report for the end-of-December 2022 reporting position up to December 31, 2023, the BPRS is subject to a written warning, a fine of Rp10,000,000.00 (ten million rupiah), and a downgrade in health rating. Paragraph (3) Sufficiently clear. Paragraph (4) Sufficiently clear. Paragraph (5) Sufficiently clear. Paragraph (6) Sufficiently clear.
Article 113
Sufficiently clear.
Article 114
Sufficiently clear.
Article 115
Sufficiently clear.
Article 116
Sufficiently clear.
Article 117
Sufficiently clear.
Article 118
Sufficiently clear.
Article 119
Sufficiently clear.
Article 120
Sufficiently clear.
Article 121
Sufficiently clear.
SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 6266
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Source: Otoritas Jasa Keuangan (Financial Services Authority) — original document · Summary generated with machine assistance and reviewed before publication; the authoritative text is the regulator's original document. How RegAlert works
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