2016-05-09 | 15/SEOJK.05/2016Added · Updated
Financing companies and Sharia financing companies are required to submit an annual report on the implementation of Good Corporate Governance (GCG) to the OJK by April 30 of the following year. The report must include transparency disclosures, a self-assessment using a weighted scoring system, and an action plan for any identified deficiencies. Submission requires a hardcopy cover letter signed by the Board of Directors and a softcopy of the report content, with specific delivery addresses depending on whether the entity has Sharia business units or is a Sharia financing company.
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CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 15/SEOJK.05/2016 REGARDING THE REPORT ON THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE FOR FINANCING COMPANIES
In accordance with the mandate of Article 58 paragraph (3) of the Financial Services Authority Regulation Number 30/POJK.05/2014 concerning Good Corporate Governance for Financing Companies (State Gazette of the Republic of Indonesia Year 2014 Number 365, Supplement to the State Gazette of the Republic of Indonesia Number 5639), it is necessary to regulate the form and structure of the report on the implementation of good corporate governance for financing companies and Sharia financing companies in this Circular Letter of the Financial Services Authority as follows:
I. GENERAL PROVISIONS
Company means financing companies and Sharia financing companies.
Financing Company means a business entity that conducts financing activities for the procurement of goods and/or services.
Sharia Financing Company means a Financing Company whose entire business activities conduct Sharia financing.
Good Corporate Governance for Companies, hereinafter referred to as Good Corporate Governance, is the structure and process used and applied by the Company's organs to improve the achievement of business results objectives and optimize the Company's value for all stakeholders in an accountable manner and based on legislation and ethical values.
General Meeting of Shareholders, hereinafter abbreviated as GMS, is the general meeting of shareholders as referred to in the laws concerning limited liability companies for Companies that are legal entities in the form of a limited liability company or equivalent to the GMS for Companies that are legal entities in the form of a cooperative.
Board of Directors:
a. for Companies in the form of a limited liability company, means the board of directors as referred to in the laws concerning limited liability companies; or b. for Companies in the form of a cooperative legal entity, means the management as referred to in the laws concerning cooperatives.
Board of Commissioners:
a. for Companies in the form of a limited liability company, means the board of commissioners as referred to in the laws concerning limited liability companies; or b. for Companies in the form of a cooperative legal entity, means the supervisors as referred to in the laws concerning cooperatives.
Sharia Supervisory Board, hereinafter abbreviated as SS Board, is part of the Company's organ that has the task and function of supervising the implementation of the Company's activities to be in accordance with Sharia principles.
Independent Commissioner means a member of the Board of Commissioners who is not affiliated with shareholders, members of the Board of Directors, other members of the Board of Commissioners and/or members of the SS Board, namely does not have financial, management, share ownership and/or family relationships with shareholders, members of the Board of Directors, other members of the Board of Commissioners and/or members of the SS Board or other relationships that can influence their ability to act independently.
Financial Services Authority, hereinafter abbreviated as OJK, is an independent institution as referred to in the laws concerning the Financial Services Authority.
II. IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE
Principles of Good Corporate Governance include:
III. REPORT ON THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE
IV. TRANSPARENCY OF THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE
V. SELF-ASSESSMENT OF THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE
For each question in the self-assessment, a value is given as follows in the table:
Indicator Value
Yes 5
1 5
2 4
3 3
4 2
5 1
No 1
To obtain the value of each factor, the Company uses the following formula:
The weight of each factor is determined as follows in the table:
a. for Financing Companies
No. Factor Weight (%)
Implementation of duties and responsibilities of the Board of Directors and Board of Commissioners. 30.00
Completeness and implementation of the duties of the audit committee or functions that assist the Board of Commissioners:
a. For Financing Companies that have total assets above Rp200,000,000,000.00 (two hundred billion rupiah); or b. For Financing Companies that have total assets up to Rp200,000,000,000.00 (two hundred billion rupiah). 5.00
Implementation of compliance functions, internal auditors, and external auditors. 7.50
Implementation of risk management and internal control systems. 10.00
Implementation of remuneration policies and other facilities. 2.50
Transparency of the Company's financial and non-financial conditions. 15.00
Long-term plans as well as annual work and budget plans. 7.50
Disclosure of share ownership. 5.00
Financial relationships and family relationships for the Board of Directors. 2.50
Financial relationships and family relationships for the Board of Commissioners. 2.50
Disclosure of other important matters 12.50
TOTAL 100.00
b. for Financing Companies that have Sharia business units and Sharia Financing Companies No. Factor Weight (%)
VI. ACTION PLAN
VII. TIME FOR SUBMISSION OF THE REPORT ON THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE
VIII. PROCEDURES FOR SUBMISSION OF THE REPORT ON THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE
IX. CLOSING
Provisions in this OJK Circular Letter shall take effect on the date of determination.
Determined in Jakarta on May 9, 2016
EXECUTIVE HEAD OF INSURANCE, PENSION FUNDS,
FINANCING INSTITUTIONS, AND
OTHER FINANCIAL SERVICE INSTITUTIONS
FINANCIAL SERVICES AUTHORITY, signed
FIRDAUS DJAELANI
Copy in accordance with the original
Director of Law 1
Legal Department signed
Yuliana
APPENDIX I
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 15/SEOJK.05/2016 REGARDING THE REPORT ON THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE FOR FINANCING COMPANIES
TRANSPARENCY OF THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE A. Implementation of duties and responsibilities of the Board of Directors, Board of Commissioners, and SS Board.
Etc.
2. 1.
2.
Etc.
Etc. b. Board of Commissioners
No. Name Position at Company Position at Other Company Name of Other Company Business Field
Etc.
2. 1.
2.
Etc.
Etc.
c. SS Board
No. Name Position at Company Position at Other Company Name of Other Company Business Field
Etc.
2. 1.
2.
Etc.
Etc.
4. Training for the Board of Directors, Board of Commissioners, and SS Board.
Training related to improving the capabilities of the Board of Directors, Board of Commissioners, and SS Board in achieving the Company's vision and mission. a. Board of Directors No Name Workshop/training/seminar Date Organizer Place 1. 2. Etc b. Board of Commissioners No Name Workshop/training/seminar Date Organizer Place 1. 2. Etc
c. SS Board
No Name Workshop/training/seminar Date Organizer Place 1.
2.
Etc
5. Implementation of activities and recommendations of the Board of Commissioners and SS Board
-Short description-
6. Implementation of Independent Commissioner duties
-Short description-
7. Frequency of Board of Directors meetings, Board of Commissioners meetings, and SS Board meetings held in 1 (one) year
a. Board of Directors Meetings
-Short description regarding the implementation of meetings including the number of meetings- No. Name Number of Attendances % Attendance Physical Electronic Media 1. 2. Etc. b. Board of Commissioners Meetings -Short description regarding the implementation of meetings including the number of meetings- No. Name Number of Attendances % Attendance Physical Electronic Media 1. 2. Etc.
c. SS Board Meetings
-Short description regarding the implementation of meetings including the number of meetings- No. Name Number of Attendances % Attendance Physical Electronic Media 1. 2. Etc. B. Completeness and implementation of the duties of the audit committee or functions that assist the Board of Commissioners in monitoring and ensuring the effectiveness of the internal control system, consisting of:
Etc.
4. Audit committee work program and its realization
-Short description-
5. Structure of other committees
-Short description-
6. Work programs related to the duties and responsibilities of other committees
-Short description-
C. Implementation of compliance functions, internal auditors, and external auditors.
b. Brief description of other facilities in the form of non-cash/non-cash, namely other non-fixed income, including allowances for housing, transportation, health insurance, and other facilities.
-Uraian singkat
-Uraian singkat
| Amount received in one year | Remuneration *) | Other facilities in the form of natura ) |
|---|---|---|
| Board of Directors | ||
| Number of Directors | Nominal (Millions of Rupiah) | |
| Board of Commissioners | ||
| Number of Commissioners | Nominal (Millions of Rupiah) | |
| DPS | ||
| Number of DPS | Nominal (Millions of Rupiah) |
Note:
*) Includes salary and other fixed income, including allowances (benefits), share-based compensation, tantiem, and other forms of remuneration in non-natura form. ) Housing, transportation, health insurance, etc.
c. The number of Board of Directors, Board of Commissioners, and DPS members who received remuneration packages in 1 (one) year, grouped according to income level as follows:
| Total Remuneration Per Person in 1 (one) year in cash | Number of Directors | Number of Commissioners | Number of DPS |
|---|---|---|---|
| Above Rp2,000,000,000.00 (two billion rupiah) | |||
| Above Rp1,000,000,000.00 (one billion rupiah) to Rp2,000,000,000.00 (two billion rupiah) | |||
| Above Rp500,000,000.00 (five hundred million rupiah) to Rp1,000,000,000.00 (one billion rupiah) | |||
| Rp500,000,000.00 (five hundred million rupiah) and below |
-Uraian singkat
The ratio of highest and lowest salaries, on the following comparison scale:
-Uraian singkat
F. Transparency of the Company's financial and non-financial conditions not yet disclosed in other reports -Uraian singkat Examples: disclosure of the company's rating results conducted by rating agencies, transparency regarding financing services presented in the form of brochures, leaflets, and other promotional media as well as on the company website, transparency regarding complaint procedures and dispute resolution for Debtors, and share buy-backs.
-G. Long-term plans as well as annual work and budget plans
H. Disclosure of share ownership by Board of Directors and Board of Commissioners members reaching 50% (fifty percent) or more, including the type and number of share certificates
| No. | Name | Category of Share Ownership *) | Total | Nominal Share Ownership | Percentage of Share Ownership |
|---|---|---|---|---|---|
| 1. | A | ||||
| B | |||||
| C | |||||
| D | |||||
| 2. | A | ||||
| B | |||||
| C | |||||
| D | |||||
| ... | A | ||||
| B | |||||
| C | |||||
| D |
Note:
A. The Company itself;
B. Other financing companies;
C. Financial service companies other than financing companies; and
D. Other companies located inside or outside the country, including shares obtained through the stock exchange.
I. Disclosure of financial relationships and family relationships of Board of Directors and Board of Commissioners members with other Board of Directors members, Board of Commissioners members, DPS members, and/or shareholders of the Company
| No. | Name | Relationship with | Form of Relationship | Notes | |
|---|---|---|---|---|---|
| Financial | Family | ||||
| Yes | No | Yes | No | ||
| 1. | Other Directors | Board of Commissioners | DPS | Shareholders | |
| 2. | Other Directors | Board of Commissioners | DPS | Shareholders | |
| ... | Other Directors | Board of Commissioners | DPS | Shareholders |
Note:
Financial Relationship is when a person receives income, financial assistance, or loans from Board of Commissioners and/or Board of Directors members, companies whose Controlling Shareholders are Board of Commissioners and/or Board of Directors members of the Company, and/or Controlling Shareholders of the Company. Family Relationship is having a family relationship up to the second degree, both vertical and horizontal, including in-laws, so that family includes biological/step/adoptive parents, biological/step/adoptive siblings along with their spouses, biological/step/adoptive children, biological/step/adoptive grandparents, biological/step/adoptive grandchildren, biological/step/adoptive siblings of parents along with their spouses, in-laws, spouses of biological/step/adoptive children, grandparents of spouses, spouses of biological/step/adoptive grandchildren, and biological/step/adoptive siblings of spouses along with their spouses.
J. Disclosure of other important matters:
| No. | Certification Material | Place/Date of Organizer |
|---|---|---|
| 1. | ||
| 2. | ||
| ... |
| No. | Name | Position | Fit and Proper Test Number | KITAS IMTA Permit Number | Work Permit Number | Validity Period of Permit | Validity Period |
|---|---|---|---|---|---|---|---|
| 1. | |||||||
| 2. | |||||||
| ... |
| No. | Name and Position of Party with Conflict of Interest | Name and Position of Decision Maker | Type of Transaction | Transaction Value (Millions of Rupiah) | Notes *) |
|---|---|---|---|---|---|
| 1. | |||||
| 2. | |||||
| ... |
Note:
*) Not in accordance with applicable systems and procedures
-Uraian singkat regarding conflicts of interest
| Internal Deviations in 1 (one) year | Number of cases committed by Board of Commissioners Members, DPS Members, and Board of Directors Members | Employees (Permanent) | Employees (Non-Permanent) | Total Deviations |
|---|---|---|---|---|
| Completed | ||||
| In Process of Resolution Internally | ||||
| Resolution Not Yet Attempted | ||||
| Action Taken Through Legal Process |
| Legal Issues | Number of Cases |
|---|---|
| Civil | Criminal |
| Has obtained a decision with permanent legal force | |
| a. | |
| b. | |
| In the process of resolution in Court and Alternative Dispute Resolution Institutions for Civil cases | |
| a. | |
| b. | |
| Total |
Company Business Ethics
-Uraian singkat regarding the business ethics values of the Company that serve as guidelines for the Company's organs and all employees.
Other material information regarding the Company related to the implementation of RUPS authority and the implementation of Good Corporate Governance, including but not limited to owner intervention, internal disputes, or problems arising as a result of remuneration policies on the Company.
-Uraian singkat
Approved,
THE BOARD OF DIRECTORS
Established in Jakarta on 9 May 2016
HEAD OF EXECUTIVE SUPERVISOR
OF INSURANCE, PENSION FUNDS,
FINANCING INSTITUTIONS, AND
OTHER FINANCIAL SERVICE INSTITUTIONS
FINANCIAL SERVICES AUTHORITY,
signed
FIRDAUS DJAELANI
Copy in accordance with the original
Legal Director 1
Legal Department
signed
Yuliana
APPENDIX II
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 15/SEOJK.05/2016 REGARDING THE REPORT ON THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE FOR FINANCING COMPANIES
SELF-ASSESSMENT ON THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE
The filling out of the Questionnaire on the Implementation of Good Corporate Governance for Financing Companies is conducted by the respective Financing Companies and Sharia Financing Companies. The filling out of this questionnaire is done by providing answers to the questions/statements in the said questionnaire.
A. Implementation of duties and responsibilities of the Board of Directors, Board of Commissioners, and DPS.
| No. | Question/Statement | |
|---|---|---|
| 1. | Company Directors reside in Indonesia. | Yes No |
| 2. | Companies with foreign ownership, direct or indirect, have at least 50% (fifty percent) of Board of Directors members who are Indonesian citizens. | Yes No |
| 3. | Foreign nationality Directors have a residence permit. | Yes No |
| 4. | Foreign nationality Directors have a work permit from the competent authority. | Yes No |
| 5. | Directors have relevant knowledge for their position as Directors. | 1 2 3 4 5 |
| 6. | Directors do not hold concurrent positions as Directors in other companies. | Yes No |
| 7. | Each Director has passed the competency and propriety test. | Yes No |
| 8. | Directors are able to act with good faith, honesty, and professionalism. | 1 2 3 4 5 |
| 9. | Directors act in the interest of the Company and other stakeholders. | 1 2 3 4 5 |
| 10. | Directors prioritize the interest of the Company and/or other stakeholders over personal interests. | 1 2 3 4 5 |
| 11. | Directors are able to make decisions based on independent assessment for the interest of the Company and debtors, creditors, and/or other stakeholders. | 1 2 3 4 5 |
| 12. | Directors are able to be objective for the interest of the Company and debtors, creditors, and/or other stakeholders. | 1 2 3 4 5 |
| 13. | Directors comply with laws and regulations, the Articles of Association, and other internal regulations of the Company in carrying out their duties. | 1 2 3 4 5 |
| 14. | Directors manage the Company in accordance with their authority and responsibility. | 1 2 3 4 5 |
| 15. | Directors are able to account for the implementation of their duties to the RUPS. | 1 2 3 4 5 |
| 16. | Directors have ensured that the Company pays attention to the interests of all parties, especially the interests of debtors, creditors, and/or other stakeholders. | 1 2 3 4 5 |
| 17. | Directors have provided timely and complete information regarding the Company to the Board of Commissioners and DPS. | 1 2 3 4 5 |
| 18. | Directors have assisted and provided facilities and/or resources for the smooth implementation of the duties and authority of the Company's organs and DPS. | 1 2 3 4 5 |
| 19. | Directors are able to avoid transactions that have Conflicts of Interest with the Company's activities where the respective Director holds office. | 1 2 3 4 5 |
| 20. | Directors are able not to utilize their position at the Company where they hold office for personal, family, and/or third-party interests that harm or reduce the profit of the Company where they hold office. | 1 2 3 4 5 |
| 21. | Directors are able to avoid acts of taking and/or receiving personal benefits from the Company where they hold office, other than remuneration and facilities established based on RUPS decisions. | 1 2 3 4 5 |
| 22. | Directors are able to avoid shareholder requests related to the operational activities of the Company where they hold office, other than those established in the RUPS. | 1 2 3 4 5 |
| 23. | Directors follow training related to improving the Company's human resource capabilities in achieving the Company's vision and mission. | Yes No |
| 24. | The Company's Board of Directors holds Board of Directors meetings periodically at least 1 (one) time in 1 (one) month. | Yes No |
| 25. | Directors attend at least 50% (fifty percent) of the total Board of Directors meetings in a 1 (one) year period. | Yes No |
| 26. | Board of Directors meeting results are recorded in the Board of Directors meeting minutes. | 1 2 3 4 5 |
| 27. | Meeting minutes that are joint decisions of all Board of Directors members have been well documented. | 1 2 3 4 5 |
| 28. | Board of Directors decisions have been recorded in the meeting minutes, including dissenting opinions that occurred clearly. | 1 2 3 4 5 |
| 29. | The number of Board of Directors meetings held and the attendance of each Board of Directors member are included in the report on the implementation of Good Corporate Governance. | Yes No |
| 30. | Directors are able to guarantee effective, precise, and fast decision-making, and can act independently, without interests that can disturb their ability to carry out duties independently and objectively. | 1 2 3 4 5 |
| No. | Question/Statement | |
|---|---|---|
| 1. | The Company has at least 1 (one) Board of Commissioners member residing in Indonesia. | Yes No |
| 2. | Foreign nationality Board of Commissioners members have a work permit from the competent authority. | Yes No |
| 3. | Foreign nationality Board of Commissioners members have a residence permit from the competent authority. | Yes No |
| 4. | Board of Commissioners members do not hold concurrent positions as Board of Commissioners in more than 3 (three) other companies. | Yes No |
| 5. | Each Board of Commissioners member has passed the competency and propriety test. | Yes No |
| 6. | Board of Commissioners members follow training related to improving the Company's human resource capabilities in achieving the Company's vision and mission. | Yes No |
| 7. | The Board of Commissioners is able to carry out supervisory duties and provide advice to the Board of Directors. | 1 2 3 4 5 |
| 8. | The Board of Commissioners is able to supervise the Board of Directors in maintaining the balance of interests of all parties. | 1 2 3 4 5 |
| 9. | The Board of Commissioners prepares a Board of Commissioners activity report which is part of the report on the implementation of Good Corporate Governance. | Yes No |
| 10. | The Board of Commissioners is able to monitor the effectiveness of the implementation of Good Corporate Governance. | 1 2 3 4 5 |
| 11. | The Board of Commissioners is able to give approval when DPS requires the assistance of committee members whose organizational structure is below the Board of Commissioners. | 1 2 3 4 5 |
| 12. | The Board of Commissioners is able to ensure that the Board of Directors has followed up on audit findings and recommendations from the Company's internal audit work units, external auditors, OJK supervision results, and/or other authority supervision results. | 1 2 3 4 5 |
| 13. | Board of Commissioners members are able not to conduct transactions that have Conflicts of Interest with the Company's activities where they hold office. | 1 2 3 4 5 |
| 14. | Board of Commissioners members are able not to utilize their position at the Company where they hold office for personal, family, and/or third-party interests that can harm or reduce the profit of the Company where they hold office. | 1 2 3 4 5 |
| 15. | Board of Commissioners members are able to avoid acts of taking and/or receiving personal benefits from the Company where they hold office, other than remuneration and facilities established based on RUPS decisions. | 1 2 3 4 5 |
| 16. | Board of Commissioners members are able not to interfere with the operational activities of the Company which are the responsibility of the Board of Directors. | 1 2 3 4 5 |
| 17. | The Board of Commissioners forms other committees besides the audit committee to support the implementation of the Board of Commissioners' duties. | Yes No |
| 18. | The Company's Board of Commissioners members hold Board of Commissioners meetings periodically at least 1 (one) time in 3 (three) months. | Yes No |
| 19. | Board of Commissioners members attend at least 75% (seventy-five percent) of the total Board of Commissioners meetings in a 1 (one) year period. | Yes No |
| 20. | Board of Commissioners meeting results are recorded in the Board of Commissioners meeting minutes. | 1 2 3 4 5 |
| 21. | Meeting minutes that are joint decisions of all Board of Commissioners members have been well documented. | 1 2 3 4 5 |
| 22. | Board of Commissioners decisions have been recorded in the meeting minutes, including dissenting opinions that occurred clearly. | 1 2 3 4 5 |
| 23. | The number of Board of Commissioners meetings held and the attendance of each Board of Commissioners member are included in the report on the implementation of Good Corporate Governance. | Yes No |
| 24. | The Board of Commissioners is able to guarantee effective, precise, and fast decision-making and can act independently in carrying out duties. | 1 2 3 4 5 |
| No. | Question/Statement | |
|---|---|---|
| 1. | DPS is appointed by RUPS based on the recommendation of the National Sharia Council – Indonesian Ulema Council. | Yes No |
| 2. | The appointment of DPS by RUPS is recorded in a notarial deed. | Yes No |
| 3. | DPS members provide recommendations regarding the implementation of Board of Directors' duties concerning Sharia aspects of the Company's operational activities. | Yes No |
| 4. | DPS is able to act as a representative of the Sharia Financing Company or Sharia Business Unit (UUS) at the National Sharia Council – Indonesian Ulema Council. | 1 2 3 4 5 |
| 5. | DPS members have passed the competency and propriety test. | Yes No |
| 6. | DPS members do not hold concurrent positions as Board of Directors or Board of Commissioners members in the same Financing Company. | Yes No |
| 7. | DPS members do not hold concurrent positions as Board of Directors, Board of Commissioners, or DPS members in more than 4 (four) other Sharia financial institutions. | Yes No |
| 8. | DPS members follow training related to improving the Company's human resource capabilities in achieving the Company's vision and mission. | Yes No |
| 9. | DPS is able to act with good faith, honesty, and professionalism. | 1 2 3 4 5 |
| 10. | DPS is able to act in the interest of the Sharia Financing Company, UUS, and/or other stakeholders. | 1 2 3 4 5 |
| 11. | DPS is able to prioritize the interest of the Sharia Financing Company, UUS, and/or other stakeholders over personal interests. | 1 2 3 4 5 |
| 12. | DPS is able to make decisions based on independent and objective assessment for the interest of the Sharia Financing Company, UUS, and/or other stakeholders. | 1 2 3 4 5 |
| 13. | DPS is able to avoid the abuse of authority to obtain improper personal benefits or cause losses to the Sharia Financing Company and UUS. | 1 2 3 4 5 |
| 14. | The DPS of the Sharia Financing Company and UUS is able to guarantee effective, precise, and fast decision-making and act independently, without interests that can disturb their ability to carry out duties independently and objectively. | 1 2 3 4 5 |
| 15. | DPS is able to carry out responsibilities in the form of providing advice and suggestions to the Board of Directors so that the activities of the Sharia Financing Company or UUS are in accordance with Sharia principles. | 1 2 3 4 5 |
| 16. | DPS carries out supervision and provides advice and suggestions regarding Sharia Financing activities. | 1 2 3 4 5 |
| 17. | DPS carries out supervision and provides advice and suggestions regarding Sharia Financing contracts marketed by the Sharia Financing Company and UUS. | 1 2 3 4 5 |
| 18. | DPS carries out supervision and provides advice and suggestions regarding Sharia Financing marketing practices conducted by the Sharia Financing Company and UUS. | 1 2 3 4 5 |
| 19. | In carrying out duties, DPS is assisted by committee members and/or employees whose organizational structure is below the Board of Commissioners and/or Board of Directors. | Yes No |
| 20. | DPS members receive complete and timely information from the Board of Directors regarding the Sharia Financing Company and UUS. | 1 2 3 4 5 |
| 21. | DPS members hold meetings periodically at least 6 (six) times in 1 (one) year. | Yes No |
| 22. | DPS member meeting results are recorded in the DPS meeting minutes. | 1 2 3 4 5 |
| 23. | Meeting minutes that are joint decisions of all DPS members have been well documented. | 1 2 3 4 5 |
| 24. | DPS decisions have been recorded in the meeting minutes, including dissenting opinions that occurred clearly. | 1 2 3 4 5 |
| 25. | The number of DPS meetings held and the attendance of each DPS member are included in the report on the implementation of Good Corporate Governance. | Yes No |
| 26. | DPS members are able not to conduct transactions that have conflicts of interest with the activities of the Sharia Financing Company and UUS where they hold office. | 1 2 3 4 5 |
| 27. | DPS members are able not to utilize their position for personal, family, and/or third-party interests that reduce assets or reduce the profit of the Sharia Financing Company and UUS where they hold office. | 1 2 3 4 5 |
| 28. | DPS members do not take and/or receive personal benefits from the Sharia Financing Company and UUS where they hold office, other than remuneration and other facilities established based on RUPS. | 1 2 3 4 5 |
| 29. | DPS requests explanations from Board of Directors members regarding policies or actions of Board of Directors members that are not in accordance with Sharia Principles concerning Sharia Financing activities, Sharia Financing contracts marketed by the Financing Company and UUS, and Sharia Financing marketing practices conducted by the Sharia Financing Company and UUS. | 1 2 3 4 5 |
| 30. | DPS reports completely and comprehensively to OJK and copies the Board of Directors since the explanation of Board of Directors members is received by DPS regarding the Board of Directors' rejection of the DPS assessment results on the implementation of Sharia Principles by the Board of Directors. | 1 2 3 4 5 |
| 31. | DPS immediately reports completely and comprehensively to OJK and copies the Board of Directors since it is known that Board of Directors members do not make improvement efforts as requested by DPS to be in accordance with Sharia Principles. | 1 2 3 4 5 |
B. Completeness and implementation of duties of the audit committee or function that assists the Board of Commissioners in monitoring and ensuring the effectiveness of the internal control system a. For Companies with total assets more than Rp200,000,000,000.00 (two hundred billion rupiah)
| No. | Question/Statement | |
|---|---|---|
| 1. | The Company has an audit committee. | Yes No |
| 2. | The Chairman of the audit committee is one of the Independent Commissioners. | Yes No |
| 3. | The audit committee is able to assist the Board of Commissioners in monitoring and ensuring the effectiveness of the internal control system and external auditors by monitoring and evaluating the planning and implementation of audits in order to assess the adequacy of internal controls including the financial reporting process. | 1 2 3 4 5 |
| 4. | The Board of Commissioners forms other committees besides the audit committee to support the implementation of the Board of Commissioners' duties. | Yes No |
| 5. | The Company has a committee structure. | Yes No |
| 6. | Each committee member has expertise in carrying out their duties. | Yes No |
| 7. | The audit committee holds meetings regularly. | 1 2 3 4 5 |
| 8. | The audit committee has a committee work program. | Yes No |
| 9. | The audit committee reports on the realization of the committee work program. | Yes No |
b. For Companies with total assets less than Rp200,000,000,000.00 (two hundred billion rupiah)
| No. | Question/Statement | |
|---|---|---|
| 1. | The Company has a work unit or employees who monitor the implementation of audits. | Yes No |
No. Question/Statement
2. The work unit or employee who monitors the implementation of independent audits.
1 2 3 4 5
3. The work unit or employee who monitors the implementation of audits monitors and ensures the effectiveness of the internal control system and external auditors by monitoring and evaluating the planning and implementation of audits to assess the adequacy of internal controls, including the financial reporting process.
1 2 3 4 5
4. The Company establishes another work unit to support the implementation of the Board of Commissioners' duties.
Yes No
5. The work unit or employee who monitors the implementation of audits has a structure.
Yes No
6. The work unit or employee who monitors the implementation of audits has expertise in performing their duties.
Yes No
7. The work unit or employee who monitors the implementation of audits regularly holds meetings.
1 2 3 4 5
8. The work unit or employee who monitors the implementation of audits has a work program.
Yes No
No. Question/Statement
9. The work unit or employee who monitors the implementation of audits reports the realization related to the work program to the Board of Commissioners.
Yes No
C. Implementation of Compliance Function, Internal Auditor, and External Auditor
No. Question/Statement assists the Board of Directors in ensuring compliance with laws and regulations in the financing business and other applicable laws and regulations.
6. The work unit or employee who performs the compliance function is able to account for the implementation of their duties to the Board of Directors member who oversees the compliance function.
1 2 3 4 5
2. Internal Auditor Function
No. Question/Statement
No. Question/Statement
3. The external auditor is appointed by the General Meeting of Shareholders (GMS).
Yes No
4. The Company provides all accounting records and data required by the external auditor.
Yes No
5. The external auditor is independent.
Yes No
6. The Company has used the same Public Accountant Office in the last 6 (six) years.
Yes No
D. Implementation of Risk Management and Internal Control System
No. Question/Statement risk management and internal control systems.
2. Active supervision of the Board of Commissioners and Board of Directors, including conducting assessments to identify, analyze, evaluate, and manage risks.
1 2 3 4 5
3. The Company implements risk management by identifying, evaluating, monitoring, and managing risks effectively.
1 2 4 5 5
4. Risk management is appropriate to the Company's objectives, business policies, size, and complexity of business, as well as the Company's capabilities.
1 2 4 5 5
3. Adequacy of Policies, Procedures, and Risk Limit Determination
No. Question/Statement
The Company's risk management implementation considers the adequacy of policies in risk management.
Yes No
The Company's risk management implementation considers procedures in risk management.
Yes No
The Company's risk management implementation considers the determination of risk limits in risk management.
Yes No
Adequacy of Risk Identification, Measurement, Monitoring, and Control Processes
No. Question/Statement
The Company's risk management implementation considers the adequacy of the identification process in risk management.
Yes No
The Company's risk management implementation considers measurement in risk management.
Yes No
The Company's risk management implementation considers monitoring and control of risks.
Yes No
Risk Management Information System
No. Question/Statement
The risk management information system presents reports on operational activities in the financing field.
Yes No
The risk management information system presents reports on financial activities in the financing field.
Yes No
The risk management information system presents reports on compliance with laws and regulations in the financing field.
Yes No
Comprehensive Internal Control System
No. Question/Statement
The comprehensive internal control system is implemented optimally.
1 2 3 4 5
The comprehensive internal control system considers reporting mechanisms in the event of discrepancies.
Yes No
E. Implementation of Remuneration Policies and Other Facilities
Disclosure Regarding Remuneration Policies and Other Facilities for Board of Directors, Board of Commissioners, and DPS Members
No. Question/Statement
The Company implements remuneration policies for Board of Directors members, Board of Commissioners members, DPS members, and employees that encourage prudent behavior aligned with the Company's long-term interests and fair treatment of debtors, creditors, and/or other stakeholders.
1 2 3 4 5
Remuneration policies consider financial performance and the fulfillment of the Company's obligations as regulated by applicable laws and regulations.
1 2 3 4 5
Remuneration policies
1 2 3 4 5
No. Question/Statement consider individual performance.
4. Remuneration policies consider fairness with the Company and/or peer group levels.
1 2 3 4 5
5. Remuneration policies consider considerations of the Company's long-term goals and strategies.
1 2 3 4 5
6. Board of Directors, Board of Commissioners, and DPS members receive remuneration in non-natura form.
Yes No
7. Board of Directors, Board of Commissioners, and DPS members receive remuneration in natura form.
Yes No
2. Disclosure of Remuneration Packages or Policies in 1 (one) year
No. Question/Statement
No. Question/Statement
3. The number of Board of Directors, Board of Commissioners, and DPS members receiving remuneration packages in 1 (one) year, grouped by income level.
Yes No
3. Ratio of Highest and Lowest Salaries
No. Question/Statement
No. Question/Statement regarding financing services.
6. The Company transparently submits the complaint handling and dispute resolution procedures to debtors.
Yes No
G. Long-Term Plans, Work Plans, and Annual Budgets No. Question/Statement
No. Question/Statement
3. The Company reports shareholdings of Board of Directors and Board of Commissioners members reaching 50% (fifty percent) or more in financial services companies other than Financing Companies.
Yes No
4. The Company reports shareholdings of Board of Directors and Board of Commissioners members reaching 50% (fifty percent) or more in other companies located domestically or abroad, including shares obtained through the stock exchange.
Yes No
I. Financial Relationships and Family Relationships for Board of Directors
No. Question/Statement
J. Financial Relationships and Family Relationships for Board of Commissioners No. Question/Statement
No. Question/Statement that may endanger the Company's business continuity.
3. The Company discloses to the OJK regarding the resignation of the Independent Commissioner.
Yes No
4. The resigning Independent Commissioner submits reasons for resignation to the OJK.
Yes No
5. The Company discloses to the OJK regarding the dismissal of the Independent Commissioner.
Yes No
6. The Company submits the reasons for the dismissal of the Independent Commissioner to the OJK.
Yes No
7. The Company discloses to the OJK regarding the resignation of the DPS.
Yes No
8. The resigning DPS submits reasons for resignation to the OJK.
Yes No
9. The Company discloses to the OJK regarding the dismissal of the DPS.
Yes No
10. The Company submits the reasons for the dismissal of the DPS to the OJK.
Yes No
11. The Company discloses to the OJK regarding the resignation of the external auditor.
Yes No
12. The resigning external auditor
Yes No
No. Question/Statement submits reasons for resignation to the OJK.
13. The Company discloses to the OJK regarding the dismissal of the external auditor.
Yes No
14. The Company submits the reasons for the dismissal of the external auditor to the OJK.
Yes No
2. Material Transactions with Related Parties
No. Question/Statement
No. Question/Statement within the Company.
3. There are no problems resulting from the Company's remuneration policies.
1 2 3 4 5
5. Internal Discrepancies
No. Question/Statement
There are no discrepancies committed by Board of Commissioners members, Board of Directors members, and DPS members.
Yes No
There are no discrepancies committed by permanent employees.
Yes No
There are discrepancies committed by non-permanent employees.
Yes No
The Company provides mediation for resolving internal discrepancies.
Yes No
The resolution of internal discrepancies involves legal processes.
1 2 3 4 5
Legal Issues
No. Question/Statement
The Company has legal issues that are civil cases.
Yes No
The Company has legal issues that are criminal cases.
Yes No
Business Ethics
No. Question/Statement
The Board of Directors, Board of Commissioners, DPS, and Company employees are able not to offer or provide anything, directly or indirectly, to other parties, to influence decision-making related to financing transactions, in violation of applicable laws and regulations.
1 2 3 4 5
The Board of Directors, Board of Commissioners, DPS, and Company employees are able not to receive anything for personal interests in violation of applicable laws and regulations, directly or indirectly, from anyone, which can influence decision-making related to financing transactions.
1 2 3 4 5
The Company has guidelines on ethical behavior, containing business ethics values as a guide for the Company's organs and all Company employees.
Yes No
L. General Conclusion of Self-Assessment Results
General Conclusion Description
Approving,
THE BOARD OF DIRECTORS
Established in Jakarta on May 9, 2016
EXECUTIVE HEAD OF INSURANCE, PENSION FUNDS,
FINANCING INSTITUTIONS, AND
OTHER FINANCIAL SERVICES INSTITUTIONS SUPERVISOR FINANCIAL SERVICES AUTHORITY, sd FIRDAUS DJAELANI Copy matches the original Legal Director 1 Legal Department sd Yuliana
APPENDIX III
CIRCULAR LETTER OF THE FINANCIAL SERVICES AUTHORITY NUMBER 15 /SEOJK.05/2016 REGARDING THE REPORT ON THE IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE FOR FINANCING COMPANIES
ACTION PLAN
No. Action
Corrective Target Completion Obstacles
Completion Remarks
1.
2.
3.
Etc.
Approving,
THE BOARD OF DIRECTORS
Established in Jakarta on May 9, 2016
EXECUTIVE HEAD OF INSURANCE, PENSION FUNDS,
FINANCING INSTITUTIONS, AND
OTHER FINANCIAL SERVICES INSTITUTIONS SUPERVISOR FINANCIAL SERVICES AUTHORITY, sd FIRDAUS DJAELANI Copy matches the original Legal Director 1 Legal Department sd Yuliana
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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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