Pt Bank Maybank Indonesia Tbk Class AIDX: BNII

Report of the Implementation of Good Corporate Governance 2024

· Issued by Pt Bank Maybank Indonesia Tbk Class A
The planting of 2,500 mangrove seedlings by Maybank Indonesia reinforces the spirit of 'One Team, One Direction, New Energy', promoting environmental conservation measures while taking a further step forward towards supporting the green economy.


414 Good Corporate Governance

414 Corporate Governance Policy Basis

415 Year-On-Year Focus of Governance Implementation

419 Corporate Governance Roadmap

420 Bank's Governance Structure

421 Self-Assessment Results of Good Corporate Governance Implementation in 2024

422 Information on Major and Controlling Shareholders

423 General Meeting of Shareholders

441 Board of Commissioners

460 Board of Directors

474 Affiliation between Board of Commissioners, Board of Directors and Majority/Controlling Shareholders

475 Board of Commissioners and Directors Diversity Policy

478 Committees of the Board of Commissioners

504 Remuneration Policy

508 Committees of the Board of Directors

523 Corporate Secretary

527 Corporate Security Management

528 Compliance Unit

531 Administrative Sanctions

532 Implementation of the Anti-Money Laundering Program, Counter-Terrorism Financing, and Prevention of the Financing of Weapons of Mass Destruction Proliferation Program (AML CFT & CPF)

534 Whistleblowing System and Anti Fraud

560 Transparency of Financial and Non-Financial Conditions that Have not Been Disclosed in Other Report

561 Quarterly Publication Report

562 Provision of Funds to Related Party and Large Exposure

563 Provision of Funds for Social and Political Activities

564 Procurement Policy of Goods and Services

565 Customer Protection Policy

565 Anticorruption Policy

565 Creditors' Rights Safeguard

566 Dividend Distribution Policy

566 Conflict of Interest Policy (including Insider Trading)

567 Affiliate and Conflict of Interest Transactions in accordance with Financial Services Authority Regulation No. 42/POJK.04/2020 concerning "Affiliate Transactions and Conflict of Interest Transactions"

568 Bad Corporate Governance Practices

568 Bank Strategic Plan

568 Ratio of Highest and Lowest Salary and Variable Remuneration Received by Employees

569 Implementation of OJK Public Company Governance Guidelines

573 General Guidelines for Indonesian Corporate Governance (PUGKI)

536

Legal Issues

Principles for Banks Issued by the Basel

540

Taxation Management and Control

Committee in Banking Supervision

541

Internal Audit Unit

585

Integrated Governance Implementation

545

Internal Control System

Report

548

Investor Relations

590

Implementation of the ASEAN Corporate

549

Risk Management

Governance (CG) Scorecards

552

Public Accountant/External Auditor

598

Board of Commissioners Approval Sheet

554

556

Access to the Company's Information and Data

Code of Ethics and Code of Conducts

599

Good Corporate Governance (GCG)

Implementation Report 2023

Board of Directors Approval Sheet

583 Implementation of Corporate Governance Aspects and Principles in Accordance with the Guidelines of Corporate Governance

558

Corporate Culture

559

The Company's Vision in Supporting Sustainable Performance and the Role of Corporate Governance

559

Integrity as a Business Strategy for Long-Term Sustainability

Good Corporate Governance (GCG) Implementation Report 2024

600 GCG Report Shariah Business Unit 2024

Good Corporate Governance




Main Highlights

Management Report

Company Profile

Management Discussion and Analysis

Good Corporate Governance The implementation of strong corporate governance will enhance the Bank's performance, maximises value for stakeholders, and ensures the adoption of sound business practices that contribute to long-term business sustainability.

Maybank Indonesia upholds Good Corporate Governance (GCG) principles as a commitment to protect the interests of shareholders and other stakeholders, while also striving to adhere to relevant regulations and ethical standards in the banking sector. GCG forms a robust cornerstone within the Maybank Indonesia framework, fostering sustainable value creation over both immediate and extended periods.

Maybank Indonesia's GCG implementation is carried out to adhere to all GCG principles, encompassing transparency, accountability, responsibility, independence, fairness, and equality (TARIF). The commitment to applying these GCG principles is internalised in the processes and mechanisms of GCG, which refer to three aspects: Governance Structure,

Governance Process, and Governance Outcome. Furthermore, besides enacting GCG, Maybank Indonesia also prioritises the sustainability dimension in its banking operations, integrating environmental, economic, social aspects, and governance.

As one of Indonesia's leading private banks in Indonesia, Maybank Indonesia continuesly enhances its GCG implementation in line with business developments and adherence to national and international GCG provisions, guidelines, and standards. To ensure compliance and effectiveness at all levels, the Bank conducts regular evaluations of its GCG practices. The results of the GCG assessment recommendations are an integral part of the evaluation process and are utilised to optimise the best GCG practices at the Bank.

CORPORATE GOVERNANCE POLICY BASIS

The implementation of Bank GCG is guided by regulations and legislation, including:

  1. Laws of the Republic of Indonesia related to the Capital Market, Limited Liability Companies, and Banking;

  2. Financial Services Authority Regulations (POJK) and Financial Services Authority Circular Letters (SEOJK), especially regarding Governance, Annual Reports, Risk Management, Internal Control Systems, Financial Conglomeration, and various OJK Regulation and OJK Circular Resolution related to Governance implementation;

  3. The Indonesian Corporate Governance Roadmap conveyed through the OJK press release on 4 February 2014;

  4. The 2021 Indonesian Corporate Governance General Guidelines (PUGKI) issued by the National Committee on Governance Policy (KNKG);

  5. The ASEAN Corporate Governance Scorecard (ACGS) issued by the ASEAN Capital Market Forum (ACMF);

  6. The Company's Articles of Association and amendments, and Shareholders' General Meeting (RUPS) decisions; and

  7. Bank Governance Policies.

In addition to the above provisions, Maybank Indonesia periodically reviews and evaluates the completeness and updating of internal regulations related to GCG. This is done to ensure that the Bank's GCG structure remains relevant and aligned with organisational needs, Bank strategy implementation, and applicable regulations.



414 2024 Annual Report

Functional Review Good Corporate Governance

Corporate Social Responsibility

Consolidated Financial Statements

YEAR-ON-YEAR FOCUS OF GOVERNANCE IMPLEMENTATION

In maintaining and enhancing the quality of GCG implementation, Maybank Indonesia continues to make necessary improvements and refinements. At the same time, Maybank Indonesia also continuously develops GCG in line with best practices to provide adequate protection and fair treatment for all shareholders and other stakeholders. From year to year, the implementation of Bank GCG is consistently directed towards maximising shareholder value for the Bank. The information regarding the development of Bank GCG implementation over the past 5 years is as follows:

  • Signing of Integrity Pacts by all Directors, Board of Commissioners, and Bank employees based on OJK Regulation Number 39/POJK.03/2019 Regarding the Implementation of Anti Fraud Strategies for Commercial Banks.

  • Held a Webinar on "Legal Aspects of Banking Consumer Protection" for Commissioners, Directors, and key Bank employees.

    2020

  • Managing vital documents and inactive company documents bankwide in accordance with document governance standards referring to applicable laws and best practices, so as to create good, safe, structured and effective company document management in line with efforts to provide support for access to the use of documents for business interests and the preparation of company policies.

    • Changes in the composition of the Integrated Good Corporate Governance in the Maybank Indonesia Financial Conglomeration, related to PT Bank Maybank Syariah, which is no longer affiliated with Maybank Indonesia.

    • Held the Annual General Meeting of Shareholders at the beginning of the pandemic, where Maybank Indonesia was among the first banks to conduct virtual AGMs.

    • Updated the Integrated Governance Guidelines, Integrated Compliance Guidelines, Integrated Internal Audit Guidelines, and Integrated Risk Management Framework.

    • Updates to policies related to Shareholders' General Meetings to align with new OJK regulations.

    • Implementing the performance assessment policy of the Board of Commissioners and the Committee Evaluation of the Board of Commissioners through the Board Effectiveness Evaluation (BEE), including alignment with applicable regulations in Indonesia. This performance Assessment policy is a new format.

    • Continued initiatives since 2019, the Bank consistently provided training/socialisation to employees in units and/ or branch offices regarding Compliance Awareness to enhance understanding and awareness of compliance culture, which is part of the corporate culture. The Bank also

      provided socialisation and/or training on Compliance Culture Awareness to all Bank employees, conducting Compliance Safaris to various regions.

    • Conducted socialisation to all members of the Maybank Indonesia Financial Conglomeration regarding OJK Regulation No. 45/POJK.03/2020 concerning Financial Conglomeration ("OJK Regulation 45/POJK.03/2020") and conveyed that MIFC has met the financial Conglomeration criteria as regulated in OJK Regulation 45/POJK.03/2020;

    • Issued the Corporate Charter and submitted it to the OJK within the specified period in OJK Regulation 45/ POJK.03/2020, no later than 31 December 2020.

    • Established the Information Management Council (IMC) to direct and oversee data governance processes and related data issues at Maybank Indonesia.

    • In support of the Information Management Council (IMC) framework, Maybank Indonesia also issued the Policy on Management and Disclosure of Permissible Customer Information.

2021

  • Conducted the Annual General Meeting of Shareholders, Maybank Indonesia was among the first banks to hold virtual AGMs and utilised e-proxy facilities as mandated by OJK Regulation No. 16/POJK.04/2020 regarding the Implementation of Electronic Annual General Meetings of Public Companies;

  • Changed the composition of Maybank Indonesia's Board of Commissioners with the appointment of Mr. Putut Eko Bayuseno, thus exceeding the number of Independent Commissioners stipulated by OJK Regulation 55/ POJK.03/2016 regarding the Governance of Commercial Banks.

  • Established the formation of the Board-level Whistleblowing Governance Committee, as part of Maybank Indonesia's strategic initiative to ensure adequate implementation of whistleblowing governance;

  • Appointed changes in the membership composition of the Audit Committee, Risk Monitoring Committee, and Nomination and Remuneration Committee in relation to the new composition of Maybank Indonesia's Board of Commissioners.

  • Updated the Integrated Governance Guidelines, Integrated Compliance Guidelines, Integrated Internal Audit Guidelines, and Integrated Risk Management Framework.

  • Implemented the performance assessment policy of the Board of Commissioners and Committee Evaluation of the Board of Commissioners through the Board of

    Commissioners and Committee Effectiveness Evaluation (BEE) framework.

  • Continued initiatives since 2019, the Bank consistently provided training/socialisation to employees in units and/or branch offices regarding Compliance Awareness to enhance understanding and awareness of compliance culture, which is part of the corporate culture.

  • The Bank also provided socialisation and/or training on

    2024 Annual Report

    PT Bank Maybank Indonesia Tbk

    415



    Main Highlights

    Management Report

    Company Profile

    Management Discussion and Analysis

    Compliance Culture Awareness to all Bank employees, conducting Compliance Safaris to various regions.

    • Signing of Integrity Pacts by all Directors, Board of Commissioners, and Bank employees based on OJK Regulation No. 39/POJK.03/2019 Regarding the Implementation of Anti Fraud Strategies for Commercial Banks, with the Integrity Pacts renewed annually.

    • Disclosed audit fees for public accounting firms for the fiscal year 2021.

      2022

    • Maybank Indonesia disbursed dividends for the fiscal year 2021 in a timely manner, i.e., 30 days after approval by Shareholders at the 2021 Annual General Meeting of Shareholders.

    • Holding the Annual General Meeting of Shareholders, utilising e-proxy facilities as mandated by OJK Regulation No. 16/POJK.04/2020 regarding the Implementation of Electronic Annual General Meetings of Public Companies

      (e-RUPS) using the eASY.KSEI application (utilising e-Voting eASY.KSEI feature and live streaming webinar of the AGM).

    • Changes in the composition of Maybank Indonesia's Board of Commissioners, with the appointment of Dato' Khairussaleh Ramli as President Commissioner and Dato' Zulkiflee Abbas Abdul Hamid as Commissioner through the Annual General Meeting of Shareholders held on 25 March 2022. With the appointment of these Board of Commissioners members,

      the membership structure and composition of Maybank Indonesia's Board of Commissioners are in accordance with OJK Regulation 55/POJK.03/2016 regarding the Governance of Commercial Banks.

    • Changes in the composition of Maybank Indonesia's Board of Directors, with the appointment of Bambang Andri Irawan as Director of Information and Technology through the Annual General Meeting of Shareholders held on 25 March 2022.

    • In order to strengthen the active oversight function of the Board of Commissioners over Information Technology, Maybank Indonesia established the Information and Technology Oversight Committee.

    • Changes in the composition of the Integrated Good Corporate Governance members in the Maybank Indonesia Financial Conglomeration, so that the Committee membership is represented by each Financial Conglomeration member LJK.

    • Changes in the composition of the Audit Committee, Risk Monitoring Committee, and Nomination and Remuneration Committee related to the new composition of the Board of Commissioners.

    • The Bank also provided socialisation and/or training on Compliance Culture Awareness to all Bank employees, conducting Compliance Safaris to various regions.

    • Maybank Indonesia disbursed dividends for the fiscal

      year 2022 in a timely manner, i.e., 30 days after approval by Shareholders at the 2022 Annual General Meeting of Shareholders.

  • Continuing initiatives since 2019, the Bank consistently provided training/socialisation to employees in units and/or branch offices regarding Compliance Awareness to enhance understanding and awareness of compliance culture, which is part of the corporate culture.

  • Implementing the performance assessment policy of the Board of Commissioners and Committee Evaluation of the Board of Commissioners through the Board of Commissioners and Committee Effectiveness Evaluation (BEE) framework for the year 2022.

  • Bestowal of "The Best Responsibility of the Board" award in the Largest Market Capitalisation Emitent category. The award was presented by the Indonesian Institute for Corporate Directorship (IICD) at the 13th IICD Corporate Governance Award 2022 event on 27 May 2022.

  • Creating and conducting socialisation on Internal Regulation governance aimed at realising good Internal Regulation governance in the Bank.

  • Ensuring that Internal Regulation governance is in accordance with the applicable hierarchy and avoiding overlaps between issued Internal Regulations.

  • Enhancing the quality of training materials for new and existing employees as well as work references through internal regulation governance, thus improving the evaluation process of task implementation.

  • Managing vital documents and company inactive documents bankwide in accordance with document governance standards referring to legislation and based on applicable best practices, thus creating good, safe, structured, and effective company document management in line with efforts to provide document usage support for business purposes and policy formulation.

  • Updating charters for the Risk Monitoring Committee and Information and Technology Oversight Committee, in accordance with current regulations.

    2023

  • The Bank held the Annual General Meeting of Shareholders physically and electronically using the KSEI Electronic General Meeting System Application ("eASY.KSEI Application") provided by PT Kustodian Sentral Efek Indonesia ("KSEI"),



in accordance with the provisions of the Financial Services Authority ("OJK") Regulation Number 15/POJK.04 /2020 regarding the Plan and Implementation of General Meeting of Shareholders of Public Companies, Financial Services Authority Regulation Number 16/POJK.04/2020 regarding the Implementation of Electronic General Meeting of Shareholders of Public Companies, KSEI Regulation Number XI-B regarding Procedures for Implementing Electronic General Meeting of Shareholders Accompanied by Voting through KSEI Electronic General Meeting System ("eASY. KSEI"), and Article 11 paragraph 1 of the Bank's Articles of Association. The Bank has also provided an alternative

416 2024 Annual Report

Company analysis