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Asean Corporate Governance Scorecard 2016

A. Rights of Shareholders



PartItemsBMRI Practice Year 2016 Source Information
A.1Basic Shareholder Rights
Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being
  1. declared for interim dividends and
  2. approved by shareholders at general meetings for final dividends? In case the company has offered Scrip dividend, did the company paid the dividend within 60 days.
Interim Dividend:
Bank Mandiri distributed no dividend interim

Script Dividend:
Bank Mandiri provided no script dividend

Final Dividend:
Bank Mandiri paid for dividend for less than 30 calendar days.
days from performance of the Annual General Meeting of Sharholders (AGMS), as follows:
Date to AGMS: 14 March 2017
Payment Date : 13 April 2017

as mentioned under
  1. Dividend & Split (Bank Mandiri Website)
  2. Bank Mandiri 2017 AGMS Result, 3rd column



Dividend & Split

Bank Mandiri 2017 AGMS Result

A.2Right to Participate in decisions concerning fundamental corporate changes
A.2.1Amendments to the company's constitution? Amendment to Articles of Association shall be decided by GMS yang presented by Shareholders having or representing at minimum 2/3 or 3/4 part from total shares with valid voting rights (Articles of Association of Bank Mandiri FY 2015, Article 24 section 1-3, and page 188-189.)

Articles of Association of Bank Mandiri FY 2015
A.2.2 The authorisation of additional shares? Any further share issuance, including terms and time for the issuance of such shares may only be made by Board of Directors upon approval of the General Meeting of Shareholders (hereinafter shall be referred to as "GMS"), in accordance with the provisions included in this Articles of Association and Rules of Capital Market and Indonesian Stock Exchange where the Company's shares are listed, provided that price of the issued shares not below the par value.
(Articles of Association of Bank Mandiri FY 2015, Article 4 section 3, page 118-119)

Articles of Association of Bank Mandiri FY 2015
A.2.3The transfer of all or substantially all assets, which in effect results in the sale of the company? Legal action to transfer and dispose the Company's property rights should be upon approval from GMS.

(Articles of Association of Bank Mandiri FY 2015, Article 16 section 8, page 157)
Articles of Association of Bank Mandiri FY 2015
A.3 Right to participate effectively in and vote in general shareholder meetings and should be informed of the rules, including voting procedures, that govern general shareholder meetings.
A.3.1Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefit-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?GMS determines remuneration and honorarium for fiscal year 2017 and performance tantieme (bonus) for Fiscal Year ended on December 31, 2016 for members of Board of Directors and Board of Commissioners of the Company, as mentioned under :
  1. Bank Mandiri 2017 AGMS (Annual General Meeting of Shareholders) Result in the Agenda of the Fourth Meeting of 2017 AGMS, 2nd column.
  2. Bank Mandiri 2017 AGMS Highlight in the Agenda of Fourth Meeting of 2017 AGMS, page 5.


Bank Mandiri 2017 AGMS Result

Bank Mandiri 2017 AGMS Highlight
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners?

Members of the Board of Directors and Commissioners shall be appointed by the GMS of the candidates nominated by the Shareholders of Series A Dwiwarna shares, of which such nomination shall bind the GMS.

Procedure for election of members of Board of Directors/Board of Commissioners shall comply with Regulation of the Minister of State-Owned Enterprise No. No.PER-04/MBU/2009 dated November 16, 2009 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise the latest amendments which of those regulations are as follows:

  1. Regulation of the Minister of State-Owned Enterprise No. No.PER-03/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Directors of the State-Owned Enterprise, Chapter III.C.15 - UKK.
  2. Regulation of the Minister of State-Owned Enterprise No. No.PER-02/MBU/02/2015 dated February 17, 2015 regarding Requirements and Procedure For Appointment and Dismissal of Board of Commissioners and Board of Supervision of the State-Owned Enterprise, Chapter III.C.11 - Evaluation.
  3. Articles of Association of Bank Mandiri, Article 15, section 5, page 149


Excerpt of Regulation of the Minister of State-Owned Enterprise No. No.PER-03/MBU/2015, Chapter III.C.15

Excerpt of Regulation of the Minister of State-Owned Enterprise No. No.PER-02/MBU/2015, Chapter III.C.11,

Regulation of the Minister of State-Owned Enterprise No. No.PER-04/MBU/2009

Regulation of the Minister of State-Owned Enterprise No. No.PER-03/MBU/02/2015

Regulation of the Minister of State-Owned Enterprise No. No.PER-02/MBU/02/2015

Article of Association of Bank Mandiri FY 2016

A.3.3 Does the company allow shareholders to elect directors/commissioners individually? Shareholders may elect individual Board of Directors / Board of Commissioners:
  1. Articles of Association of Bank Mandiri FY 2015, Article 15. Board of Directors, section 8, page 150
  2. Articles of Association of Bank Mandiri, Article 18. Board of Commissioners, section 7, page 169
  3. Bank Mandiri 2017 AGMS Result - Agenda of the Seventh Meeting, point 2 - 3
  4. Bank Mandiri 2017 AGMS Highlight - Agenda of the Seventh Meeting points 2 - 3, pages 7-9

Articles of Association of Bank Mandiri FY 2015, Article 15

Articles of Association of Bank Mandiri, Article 18

Bank Mandiri 2017 AGMS Result
Bank Mandiri 2017 AGMS Highlight

A.3.4Does the company disclose the voting procedures used before the start of meeting?Bank Mandiri has described the voting procedures used before performance of GMS in:
  1. Bank Mandiri 2017 AGMS Code of Conduct, point 10 – Voting procedures
Bank Mandiri 2017 AGMS Code of Conduct
A.3.5Do the minutes of the most recent AGM record that the shareholders were given the opportunity to ask questions and the questions raised by shareholders and answers given recorded? In Bank Mandiri 2017 AGMS Minutes has provided information on answers to questions raised by Shareholders at the AGMS Bank Mandiri 2017 AGMS Minutes
A.3.6Does the company disclose the voting results including approving, dissenting, and abstaining votes for all resolutions/each agenda item for the most recent AGM?Bank Mandiri has disclosed the results of the voting including consent, dissenting opinion, and abstention on each agenda, in:
  1. Bank Mandiri 2017 AGMS Result
  2. Bank Mandiri 2017 AGMS Highlight
Bank Mandiri 2017 AGMS Result

Bank Mandiri 2017 AGMS Highlight
A.3.7Does the company disclose the list of board members who attended the most recent AGM?Bank Mandiri has disclosed the list of Board of Directors and Board of Commissioners presented at the GMS 2017, in:
  1. Bank Mandiri 2017 AGMS Result, 1st column
  2. Bank Mandiri 2017 AGMS Highlight
Bank Mandiri 2017 AGMS Result
Bank Mandiri 2017 AGMS Highlight

A.3.8Does the company disclose that all board members and the CEO (if he is not a board member) attended the most recent AGM?The 2017 AGMS was chaired by Mr Wimboh Santoso as President Commissioner based on resolution of the Meeting of the Board of Commissioners dated 22 February 2017 and attended by all members of Board of Directors and Board of Commissioners, as metioned under:
  1. Bank Mandiri 2017 AGMS Result, 1st column, paragrah 2.
  2. Bank Mandiri 2017 AGMS Highlight, page 1, paragraph 2.
Bank Mandiri 2017 AGMS Result

Bank Mandiri 2017 AGMS Highlight

A.3.9 Does the company allow for voting in absentia?The shareholder either is personally or represented by virtue of a Letter of Proxy reserves the right to attend the GMS, under condition that during the voting, members of Board of Directors, members of Board of Commissioners and employees of the Company shall be prohibited to act as a proxy under GMS.
  1. Articles of Association of Bank Mandiri, Article 14, section 7, page 146
  2. Bank Mandiri 2017 AGMS Code of Conduct point 10a, page 4
Articles of Association of Bank Mandiri FY 2015
Bank Mandiri 2017 AGMS Code of Conduct

A.3.10Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?In the implementation of voting, each share provides the holder of it to cast 1 (one) vote, as mentioned under:
  1. Bank Mandiri 2017 AGMS Code of Conduct, point 9 – Meeting Resolutions
  2. Bank Mandiri 2017 AGMS Code of Conduct, point 10 – Voting Procedures
  3. Articles of Association of Bank Mandiri FY 2015, article 14, section 6, page 146
Meeting Resolutions and Voting Procedures

Articles of Association of Bank Mandiri FY 2015


A.3.11Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM?Bank Mandiri has disclosed the appointment of the independent party namely the Notary Ashoya Ratam SH, Mkn and PT Datindo Entrycom for the purpose of vote counting:
  1. Bank Mandiri 2017 AGMS Result, 1st column - Independent Party for Vote Counting
  2. Bank Mandiri 2017 AGMS Highlight, page 3 - Independent Party for Vote Counting
Bank Mandiri 2017 AGMS Result

Bank Mandiri 2017 AGMS Highlight

A.3.12Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions? Bank Mandiri has published voting results under 2017 GMS within 1 (one) business day after Performance to AGMS on the date of 15 March 2017.

(Bank Mandiri 2017 AGMS Highlight)

AGM Highlight Tahun 2017

Bank Mandiri Announcement of Summary of AGM Minutes

A.3.13Do companies provide at least 21 days notice for all AGMs and EGMs?2017 GMS
Announcement of 2017 AGMS: 3 February 2017
Summons for 2017 AGMS: 20 February 2017
Performance of 2017 AGMS: 14 March 2017
Based on the aforementioned information, Summons for AGMS made within 22 calendar days before performance of GMS (more than 21 calendar days.)
Bank Mandiri 2017 AGMS Agenda

A.3.14Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement? Bank Mandiri has prepared explanation to each agenda requiring Shareholders’ approval under:
  1. Bank Mandiri 2017 AGMS Agenda - Meeting Agenda
  2. Bank Mandiri 2017 AGMS List of Supporting Material for Agenda
Bank Mandiri 2017 AGMS Agenda

Bank Mandiri 2017 AGMS List of Supporting Material for Agenda

Bank Mandiri 2017 AGMS List of Supporting Material for Agenda (2)

A.3.15Does the company give the opportunity for shareholder to place item on the agenda of AGM?Bank Mandiri always provide opportunities to Shareholders to be able to propose agenda to AGMS, as proposed by Board of Commissioners and/or one or more shareholders representing at minimum 1/20 (one twentieth) part from total all shares issued by the Company within the latest of 7 (seven) days before summons.
(Articles of Association FY 2015, Article 11 section 3, page 136-137)
Articles of Association of Bank Mandiri FY 2015
A.4Markets for corporate control should be allowed to function in an efficient and transparent manner.
A.4.1In cases of mergers, acquisitions and/or takeovers requiring shareholders approval, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction price?Bank Mandiri has disclosed information related to Investment, Expansion, Divestment, Acquisition and/or Restructuring of Debt/Capital in the Annual Report of Bank Mandiri, stated that the engagement of third party’s services to asses fairness of Investment, Acquisition, Divestment and Restructuring transactions made subject to the capital market applicable provisions.
(Annual Report of Bank Mandiri FY 2016 - Use of Third Party Services, page 209)
Annual Report of Bank Mandiri FY 2016
A.5The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated.
A.5.1Does the company disclose its practices to encourage shareholders to engage with the company beyond AGM?Bank Mandiri has disclosed practices to support Shareholders to keep connecting with the Company other than the GMS. Bank Mandiri consistently provided company’s comprehensive, up-to-date as well as proper information to Shareholders and Stakeholders.

In addition, Bank Mandiri, under a periodic basis held:
  1. Analyst Meeting
  2. Public Expose
  3. Investor Conference
  4. Non deal road show

The information is mentioned in:

  1. Annual Report of Bank Mandiri FY 2016 - Investor Relations Activity 2016, page 407)
  2. Menu Investor Relations (Bank Mandiri Website – Menu Investor Relations)
Articles of Association Annual Report of Bank Mandiri FY 2016

Bank Mandiri Website

B. Equitable Treatment of Shareholders

PartItemsBMRI Practice Year 2016 Source Information
B.1Shares and voting rights
B.1.1 Does the company's ordinary or common shares have one vote for one share? In the implementation of voting, each share provides the holder to cast 1 (one) vote, as mentioned in:

  1. Bank Mandiri 2017 AGMS Code of Conduct, point 10 – Voting Procedure
  2. Bank Mandiri 2017 AGMS Power of Attorney
  3. Articles of Association of Bank Mandiri FY 2015, Article 14, section 6 and 7, page 146


Bank Mandiri 2017 AGMS Code of Conduct

Bank Mandiri 2017 AGMS Power of Attorney

Articles of Association of Bank Mandiri FY 2015

B.1.2Where the company has more than one class of shares, does the company publicise the voting rights attached to each class of shares (e.g. through the company website / reports/ the stock exchange/ the regulator's website)? Share of Bank Mandiri is the registered share and issued in the name of its holder registered with the List of Shareholders consist of Dwiwarna A Series Share that exclusively possessed by the State of the Republic of Indonesia and B Series Share that may be possessed by public. Each Dwiwarna A Series Share and B Series Share provides the holder rights for 1 (one) vote.
(Articles of Association of Bank Mandiri FY 2015, Article 5, page 122-123)
  1. Articles of Association of Bank Mandiri FY 2015, Article 5, page 122-123


Articles of Association of Bank Mandiri FY 2015, Article 5
B.2Notice of AGM
B.2.1Does each resolution in the most recent AGM deal with only one item, i.e., there is no bundling of several items into the same resolution? Each determination for agenda is not related to determination of other agendas.

  1. Bank Mandiri 2017 AGMS Result
  2. Bank Mandiri 2017 AGMS Highlight


Bank Mandiri 2017 AGMS Result

Bank Mandiri 2017 AGMS Highlight

B.2.2 Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? Summons for 2017 AGMS is made in counterparts, in Indonesian and English languages, as well as published on the same date (20 February 2017)

(Bank Mandiri 2017 AGMS Agenda)

Bank Mandiri 2017 AGMS Agenda
Does the notice of AGM/ circulars have the following details:
B.2.3 Are the profiles of directors/commissioners ( at least age, academic qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? Profile of prospective member of Board of Commissioners and Board of Directors shall be presented during performance to AGMS.

(Bank Mandiri 2017 AGMS Agenda, Notes)

Bank Mandiri 2017 AGMS Agenda
B.2.4 Are the auditors seeking appointment/re-appointment clearly identified? Bank Mandiri appointed Public Accounting Firm Purwantono, Sungkoro & Surja to audit the Consolidated Financial Statements of the Company and Annual Partership and Community Development Program Report for the Financial Year ended on 31 Desember 2017, as mentioned in:
  1. Bank Mandiri 2017 Attachment to AGM Supporting Materials, Agenda 3, page 2
  2. Bank Mandiri 2017 AGMS Agenda


Bank Mandiri 2017 Attachment to AGMS Supporting Materials

Bank Mandiri 2017 AGMS Agenda
B.2.5 Were the proxy documents made easily available? Document of power of attorney from Shareholders may be downloaded in Bank Mandiri website and may be obtained at the Company’s share registrar office during office hours.

  1. Bank Mandiri 2017 Invitation of the AGMS, Notes
  2. Bank Mandiri 2017 Power of Attorney


Bank Mandiri 2017 Invitation of the AGMS

Bank Mandiri 2017 Power of Attorney

B.3Insider trading and abusive self-dealing should be prohibited.
B.3.1Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge which is not generally available to the market? Bank officials possessing the confidential information shall not misuse such information for their personal, their families or other third parties advantages, as mentioned in:
  1. Individuals - Annual Report FY 2016, page 384, Abuse of Position, point. 3.a.
  2. Board - Annual Report FY 2016, page 383, Conflict of Interest, point. f
  3. Board - Annual Report FY 2016, page 383, Confidentiality, point a, b, and e.
  4. Bank Employees - Annual Report FY 2016, page 384, Conduct, point. a


Abuse of Position

Conflict of Interest and Confidentiality

Conduct

B.3.2Are the directors / commissioners required to report their dealings in company shares within 3 business days? With reference to Regulation of the Financial Service Authority (POJK) No. 60/POJK.04/2015 concerning Disclosure of Shareholder’s Information, where the Board of Directors or Board of Commissioners of Public Company will be under obligation to report to Financial Services Authority for ownership and any changes to ownership of Public Company's shares, where in 2016 there were no share transactions taken by the Board of Directors or Board of Commissioners other than transactions by Mr. Ahmad Siddik Badruddin on August 8, 2016, August 25, 2016, and September 27, 2016 with total number of shares amounted to 101,700 shares. Share purchase transactions have been reported by Bank Mandiri to the Financial Services Authority in compliance with the prevailing regulations and published on the Indonesia Stock Exchange website.

(Annual Report of Bank Mandiri FY 2016, page 95)

Annual Report of Bank Mandiri FY 2016
B.4Related party transactions by directors and key executives.
B.4.1Does the company have a policy requiring directors /commissioners to disclose their interest in transactions and any other conflicts of interest? Bank Mandiri has policy stipulating the disclosure by Board of Directors and Board of Commissioners regarding conflict of interest stated in GCG Charter.
  1. Bank Mandiri Website - Menu GCG - Governance Document - GCG Charter - point. C - Conflict of Interest number 2 & 3, page 18.
  2. Annual Report of Bank Mandiri FY 2016, page 292


GCG Charter

Annual Report of Bank Mandiri FY 2016

B.4.2Does the company have a policy requiring a committee of independent directors/commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? Transaction Policies with the Related Parties of Bank Mandiri are as follows:

  1. The restructured credits to the Related Parties must be be analyzed / reviewed by the certified and reputable an independent financial consultant.
  2. (Bank Mandiri Website - Menu GCG - Governance Document - Transaction Policy with Related Parties, page 4, points 5 and 6)

  3. With reference to Bank Mandiri's internal policy, stated that the provision of a credit, provision of funds to the related parties (individuals or groups, including executive officers, Board of Directors and Commissioners of bank) have been fairly exercised on reasonable terms on the approval of Board of Commissioners.
  4. (Annual Report FY 2016, page 403)

Transaction Policy with Related Parties

Annual Report of Bank Mandiri FY 2016

B.4.3Does the company have a policy requiring board members (directors/commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted? Bank Mandiri determines policies specifying:
  1. Any member of Board of Directors personally, in any manner, directly or indirectly, bear a conflict of interest in the proposed transaction, contract or proposed contract in which the Company becomes one of its parties must declare the nature of such interest in the meeting of the Board of Directors and shall not be entitled to Participate in voting on matters relating to such transactions or contracts.
  2. Any member of Board of Commissioners personally, in any manner, directly or indirectly, bear a conflict of interest in the proposed transaction, contract or proposed contract in which the Company is one of its parties must declare the nature of such interest in the meeting of Board of Commissioners and not Shall be entitled to vote in matters relating to such transactions or contracts.


as mentioned in:
  1. Articles of Association of Bank Mandiri, Article 17 section 16, page 167
  2. Articles of Association of Bank Mandiri, Article 20 section 15, page 181
  3. Charter of Board of Commissioners Article 5 section 3, and 11 section 9
  4. Charter of Board of Directors, Article 6 and 11 section 3


Articles of Association of Bank Mandiri, Article 17

Articles of Association of Bank Mandiri, Article 20

Charter of Board of Commissioners

Charter of Board of Directors

B.4.4Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? Bank Mandiri determines policies specifying:
  1. Bank Mandiri treats members of the Board of Directors as if its regular customers with no privileges (including interest rate).
  2. Internal regulation of Bank Mandiri stipulates that the Board of Commissioners will have the same treatment as if its regular customers and no special interest rate for the Board of Commissioners.


Policy:
  1. Loan Policy of Board of Directors
  2. Loan Policy of Board of Commissioners

Practice:
  1. Loan Policy for the Board of Commissioners - Annual Report of Bank Mandiri FY 2016, page 282
  2. Loan Policy for the Board of Directors - Annual Report of Bank Mandiri FY 2016, page 303


Loan Policy of Board of Director

Loan Policy of Board of Commissioners

Annual Report of Bank Mandiri FY 2016, page 282

Annual Report of Bank Mandiri FY 2016, page 303

B.5Protecting minority shareholders from abusive actions
B.5.1Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? Bank Mandiri and Subsidiaries have transactions with related parties as defined in SFAS 7, “Related Party Disclosures” and Regulation of the Financial Services Authority (formerly Bapepam-LK) or POJK No. KEP-347/BL/2012 dated June 25, 2012 on the “Presentation of Financial Statements of Public Company”. All transactions made in 2016 were categorized as Arm’s Length transactions and in accordance with the ordinary commercial requirements as shown by “Unqualified Opinion” from Independent Auditor on 2016 Consolidated Financial Statements.

(Annual Report of Bank Mandiri FY 2016, page 214)

Annual Report of Bank Mandiri FY 2016
B.5.2In case of related party transactions requiring shareholders approval, is the decision made by disinterested shareholders? During 2016 there shall be no Related Party Transactions requiring approval from GMS. (Bank Mandiri Website - Menu GCG - Governance Document - Transaction Policy with the Related Parties)

Annual Report of Bank Mandiri FY 2016, page 214
Transaction Policy with the Related Parties

Annual Report of Bank Mandiri FY 2016

C. Role of Stakeholders

PartItemsBMRI Practice Year 2016 Source Information
C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.
Does the company disclose a policy and practices that address:
C.1.1 The existence and scope of the company's efforts to address customers' welfare? Policy and Implementation:
  1. Annual Report of Bank Mandiri FY 2016 - Responsibility to Products and Clients, page 443
  2. Sustainability Report of Bank Mandiri FY 2016, page 238


Company's Product:
Bank Mandiri Website - Menu Consumer Banking

Bank Mandiri Website - Menu SME & Micro Banking

Bank Mandiri Website - Menu Commercial Banking

Bank Mandiri Website - Menu Corporate Banking

Bank Mandiri Website - Treasury & FI

Annual Report of Bank Mandiri FY 2016

Sustainability Report of Bank Mandiri FY 2016

Consumer Banking

SME & Micro Banking

Commercial Banking

Corporate Banking

Treasury & FI

C.1.2Supplier/contractor selection procedures?
  1. Policy regarding Procurement of Goods and Services (Annual Report of Bank Mandiri FY 2016, page 387-391)
  2. Procurement Policy (Bank Mandiri Website - Menu GCG - Governance Structure - Governance Document - Procurement Policy)
  3. Procurement (Sustainability Report Bank Mandiri FY 2016, page 232-234)
Policy regarding Procurement of Goods and Services


Procurement Policy

Sustainability Report of Bank Mandiri FY 2016
C.1.3The company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? Policy and Implementation:

  1. Environmental Responsibility (Annual Report of Bank Mandiri FY 2016, page 434-435)
  2. Sustainability Report Bank Mandiri FY 2016, page 195, paragraph 1.
Annual Report of Bank Mandiri FY 2016

Sustainability Report Bank Mandiri 2016

C.1.4The company's efforts to interact with the communities in which they operate? Policy and Implementation:

  1. Social and Community Responsibility (Annual Report of Bank Mandiri FY 2016, page 439)
  2. Sustainability Report of Bank Mandiri 2016, page 182-183
.
Annual Report of Bank Mandiri FY 2016

Sustainability Report Bank Mandiri 2016

C.1.5The company's anti-corruption programmes and procedures? Implementation of Anti-Corruption Strategy:

  1. Corruption Prevention (Bank Mandiri Website)
  2. Gratification Control Program (Bank Mandiri Website)
  3. Implementation of Anti-Fraud Strategy (Annual Report of Bank Mandiri FY 2016, page 363)
  4. Gratification Control Program (Annual Report of Bank Mandiri FY 2016, page 380)
  5. Whistle blowing System (Annual Report of Bank Mandiri FY 2016, page 392 - 393)
Corruption Prevention

Gratification Controlling Program

Implementation of Anti-Fraud Strategy

Gratification Control Program

Whistle blowing System

C.1.6How creditors' rights are safeguarded? Policy:

Creditor Right's Policy - Annual Report of Bank Mandiri FY 2016, page 391
Creditor’s Right Policy

Annual Report of Bank Mandiri FY 2016
C.1.7Does the company have a separate report/section that discusses its efforts on environment/economy and social issues? Bank Mandiri has made a separated report discussing contribution of Bank Mandiri in environmental/economic and social management, comprising Sustainability Report that may be downloaded from Bank Mandiri Website.

(Bank Mandiri Website - Menu Investor Relations - Financial Informations - Annual Reports - Sustainability Reports)

Sustainaibility Report Bank Mandiri

C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.
C.2.1Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? Bank Mandiri provides contact details through Bank Mandiri's website or Annual Report, where stakeholders may submit their criticisms and suggestions, as outlined in:

  1. Customer Complaint (Annual Report of Bank Mandiri FY 2016, page 443)
  2. Bank Mandiri Website (Menu Investor Relations - Request Information - Contact Us)


Customer Complaint

Request Information

C.3Mechanisms for employee participation should be permitted to develop
C.3.1Does the company explicitly disclose the policies and practices on health, safety and welfare for its employees? Bank Mandiri has disclosed policies and implementation on employees health, safety and welfare as follows: Policy:

  1. Reward Management (Bank Mandiri Website - Menu GCG - Governance Structure - Governance Document - Reward Management)
  2. Strategic Initiatives of Human Resources Management Policy (Annual Report of Bank Mandiri FY 2016, page 236)


Practice:

  1. Performance & Reward Management (Annual Report of Bank Mandiri FY 2016, page 241-242)
  2. Responsibility to Employment, Health and Safety (Annual Report of Bank Mandiri FY 2016, page 436-438)


Reward Management

Strategic Initiatives of Human Resources Management Policy

Performance & Reward Management

Responsibility to Employment, Health and Safety (HSE)

C.3.2 Does the company explicitly disclose the policies and practices on training and development programmes for its employees? Bank Mandiri has disclosed Policy and Implementation of employee training and development as follows: Policy:

  1. Reward Management - (Bank Mandiri Website - Menu GCG - Governance Structure - Governance Document - Reward Management)


Practice:
  1. Learning & Development (Annual Report of Bank Mandiri FY 2016, page 237)
  2. Employee Competency Development (Annual Report of Bank Mandiri FY 2016, page 91)
  3. Performance & Reward Management (Annual Report of Bank Mandiri FY 2016, page 241-242)


Reward Management

Learning & Development

Employee Competency Development

Performance & Reward Management

C.3.3Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? Bank Mandiri has policies regarding reward / compensation based on performance, as included in:

  1. Performance and Reward Management (Annual Report of Bank Mandiri FY 2016, page 241-242)
  2. Performance & Reward Management (Bank Mandiri Website – GCG Menu – Governance Structure - Governance Document - Performance & Reward Management, Bonus Program , page 4)


Annual Report of Bank Mandiri FY 2016

Bank Mandiri Website
C.4Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this.
C.4.1Does the company have a whistle blowing policy which includes procedures for complaints by employees and other stakeholders concerning alleged illegal and unethical behaviour and provide contact details via the company's website or annual report. Bank Mandiri has owned and disclosed the policy regarding:

  1. Whistle blowing System (Bank Mandiri Website - Menu GCG - Governance Structure - Governance Document - Whistle blowing System)
  2. Whistle blowing System (Annual Report of Bank Mandiri FY 2016, page 392-393 & 423)

Whistle blowing System Policy regulating:

Whistle blowing System Policy regulating:
  1. Methods for submission and LTC process
  2. Whistleblower Protection
  3. Objective of LTC
  4. LTC Mechanism


Whistleblowing System

Whistle blowing System (Annual Report of Bank Mandiri FY 2016)

C.4.2Does the company have a policy or procedures to protect an employee/person who reveals alleged illegal/unethical behaviour from retaliation? Bank Mandiri has established procedures for protection of employees reporting activities that violate code of ethics as included in:

  1. Whistle blowing System - Protection for Whistleblower (Bank Mandiri Website - Menu GCG - Governance Structure - Governance Document - Whistle blowing System)
  2. Whistle blowing System - Protection for Whistleblower (Annual Report of Bank Mandiri FY 2016, page 392)


Whistleblowing System

Whistle blowing System (Annual Report of Bank Mandiri FY 2016)

D. Disclosure and Transparency

PartItemsBMRI Practice Year 2016 Source Information
D.1Transparent Ownership Structure
D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? Information regarding identities the of the shareholders has been disclosed in the Annual Report of Bank Mandiri FY 2016 regarding Shareholder Composition

(Annual Report of Bank Mandiri FY 2016 , pages 92 - 95)

Annual Report of Bank Mandiri FY 2016
D.1.2Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Bank Mandiri has disclosed information regarding Shareholders as referred to in the Annual Report of Bank Mandiri FY 2016 regarding Shareholder Composition

(Annual Report of Bank Mandiri FY 2016 , page 92 - 95)

Annual Report of Bank Mandiri FY 2016
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Bank Mandiri has disclosed information regarding share ownership and options of Board of Directors / Board of Commissioners in the Annual Report of Bank Mandiri FY 2016.

(Annual Report of Bank Mandiri FY 2016 , page 95)

Annual Report of Bank Mandiri FY 2016
D.1.4Does the company disclose the direct and indirect (deemed) shareholdings of senior management? Bank Mandiri has disclosed information regarding share ownership and options of Board of Directors / Board of Commissioners in the Annual Report of Bank Mandiri FY 2016.

(Annual Report of Bank Mandiri FY 2016 , page 95)

Annual Report of Bank Mandiri FY 2016
D.1.5 Does the company disclose details of the parent/holding company, subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPEs)/ (SPVs)? Bank Mandiri has disclosed information regarding the structure of Bank Mandiri's group of companies in the Annual Report FY 2016, as mentioned under:
  1. Corporate Group Structure - Annual Report of Bank Mandiri FY 2016 , page 86-87
  2. Subsidiaries Companies and Association - Annual Report of Bank Mandiri FY 2016 , page 96-100


Corporate Group Structure

Subsidiaries Companies and Association

D.2Quality of Annual Report
Does the company's annual report disclose the following item:
D.2.1Corporate objectives
  1. Strategic & Objectives - Annual Report of Bank Mandiri FY 2016, page 230
  2. Long Term Plan - Annual Report of Bank Mandiri FY 2016, pages 223-224


Strategic & Objectives

Long Term Plan

D.2.2 Financial performance indicators
  1. Financial Performance Review - Annual Report of Bank Mandiri FY 2016, pages 130-146
  2. Financial Highlights - Annual Report of Bank Mandiri FY 2016, pages 16-19



Financial Performance Review

Financial Highlights

D.2.3Non-financial performance indicators
  1. Market Share (SPM) - Annual Report of Bank Mandiri FY 2016, page 225
  2. Bank Mandiri Performance in 2016 - Annual Report of Bank Mandiri FY 2016, page 39
  3. Customer Satisfaction Survey - Annual Report of Bank Mandiri FY 2016, page 446 - 447


Market Share (SPM)

Bank Mandiri Performance in 2016

Customer Satisfaction Survey

D.2.4Dividend policy
  1. Dividend Policy (Annual Report of Bank Mandiri FY 2016, page 208)
  2. Dividend Policy (Bank Mandiri Website - Menu GCG - Governance Structure - Governance Document - Dividend Policy)


Annual Report of Bank Mandiri FY 2016

Dividend Policy

D.2.5Biographical details (at least age, qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) of directors/commissioners
  1. Board of Commissioners' Profile (Annual Report of Bank Mandiri FY 2016, page 72 - 75)
  2. Board of Directors' Profile (Annual Report of Bank Mandiri FY 2016, page 78 - 83)


Board of Commissioners' Profile

Board of Directors' Profile

D.2.6Attendance details of each director/commissioner in all directors/commissoners meetings held during the year
  1. Meeting of Board of Commissioners - Annual Report of Bank Mandiri FY 2016, pages 278-280
  2. Meeting of Board of Directors - Annual Report of Bank Mandiri FY 2016, pages 292-296


Meeting of Board of Commissioners

Meeting of Board of Directors

D.2.7Total remuneration of each member of the board of directors/commissioners Bank Mandiri has disclosed Total Remuneration for Board of Directors and Board of Commissioners as stated in the Annual Report of Bank Mandiri as follows:
  1. Determination of the Board of Commissioners’ Remuneration - Annual Report of Bank Mandiri FY 2016, page 304-305
  2. Determination of the Board of Directors’ Remuneration - Annual Report of Bank Mandiri FY 2016, page 305-306


Determination of the Board of Commissioners’ Remuneration

Determination of the Board of Directors’ Remuneration

Corporate Governance Confirmation Statement
D.2.8Does the Annual Report contain a statement confirming the company's full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? Statements regarding implementation of Governance have been included in the Annual Report of Bank Mandiri FY 2016 as follows: Statement on implementation of the Good Corporate Governance Principles "All members of the Board of Commissioners, Board of Directors and employees of Bank Mandiri are committed and have applied the principles of Good Corporate Governance and no material violation to the applicable laws and regulations. In addition, Bank Mandiri executes the principles of Good Corporate Governance in accordance with the ASEAN Corporate Governance Scorecard. Principles not yet applied by Bank Mandiri are explained in Bank Mandiri website”.
(Annual Report of Bank Mandiri FY 2016, page 253)

In addition, Bank Mandiri has included information by reference to FSA regulation regarding Aspect and Principle of Corporate Governance Implementation According to Financial Service Authority (comply or explain)
(Annual Report of Bank Mandiri FY 2016, pages 417 - 423)

Statement on implementation of the Good Corporate Governance Principles

Aspect and Principle of Corporate Governance Implementation According to Financial Service Authority

D.3Disclosure of related party transactions (RPT)
D.3.1Does the company disclose its policy covering the review and approval of material/significant RPTs? Transaction Policies with the Related Parties of Bank Mandiri are as follows:

  1. Secretary of the Credit Committee submit and report on Gross Assets Value requiring for consultation or requesting for approval to Board of Commissioners.
  2. Restructured Credits to the Related Parties will be analyzed/reviewed by the certified and reputable financial consultant.
(Bank Mandiri Website - Menu GCG - Governance Structure - Governance Document - Transaction Policy with Related Parties, point 5 and 6, page 4)
Referring to Bank Mandiri's internal policy, it is stated that the provision of credit, provision of funds to the Related Parties (individuals or groups, including executive officers, Board of Directors and Commissioners of banks) have been fairly exercised on reasonable terms upon approval from Board of Commissioners. (Annual Report of Bank Mandiri FY 2016, page 403)

Transaction Policy with the Related Parties of Bank Mandiri

Annual Report of Bank Mandiri FY 2016

D.3.2Does the company disclose the name, relationship, nature and value for each significant/material RPTs? Bank Mandiri has disclosed information as referred to in the Annual Report of Bank Mandiri FY 2016, as follows: Related Parties Transaction, as mentioned in:
  1. Annual Report of Bank Mandiri FY 2016, page 214-221
  2. List of Provision of Funds to Related Party
Annual Report of Bank Mandiri FY 2016

List of Provision of Funds to Related Party
D.4Directors and commissioners dealings in shares of the company
D.4.1Does the company disclose trading in the company's shares by insiders?Bank Mandiri has disclosed information as referred to in the Annual Report of Bank Mandiri FY 2016, as follows:
the Option and Share Ownership by Board of Directors, Board of Commissioners and Senior Executive Vice President (SEVP) at Bank Mandiri
(Annual Report of Bank Mandiri FY 2016, page 95)

Annual Report of Bank Mandiri FY 2016
D.5External auditor and Auditor Report
Where the same audit firm is engaged for both audit and non-audit services
D.5.1Are the audit and non-audit fees disclosed? Amount of the audit charge benefits FY 2016 is amounted to Rp. 7,850 million, consist of audit service fee amounted to Rp. 6,096 million and other attestation service fee amounted to Rp. 1,754 million. (Annual Report of Bank Mandiri FY 2016, page 365)

Annual Report of Bank Mandiri FY 2016
D.5.2Does the non-audit fee exceed the audit fees? During Audit period, Purwantono, Sungkoro & Surja (EY) PAO provide no other services other than audit services to Bank Mandiri (Annual Report of Bank Mandiri FY 2016, page 365).

Non-audit fee amounted to Rp 1.754 million did not exceed the audit fee which amounted to Rp 6.096 million

Annual Report of Bank Mandiri FY 2016
D.6Medium of communications
Does the company use the following modes of communication?
D.6.1Quarterly reporting Bank Mandiri uses Quarterly Financial Report as communication media with the shareholders and stakeholders. Such quarterly reports may be downloaded on Bank Mandiri Website,
(Bank Mandiri Website, Menu Investor Relations - Financial Information - Quarterly Financials)

Quarterly Financials
D.6.2Company website Bank Mandiri uses Company Website as communication medium, which may be accessed through: www.bankmandiri.co.id

(Bank Mandiri's Website)

Bank Mandiri Website
D.6.3Analyst's briefing Bank Mandiri prepares Analyst's Meeting as a communication medium. Such information may be accessed through Bank Mandiri Website.
(Bank Mandiri Website - Menu Investor Relations - Financial Information - Corporate Presentation)

Corporate Presentation
D.6.4Media briefings /press conferences Bank Mandiri uses press release media as communication medium. The information may be accessed through:
  1. Internal Communication Forum and Media Engagement Program (Annual Report of Bank Mandiri FY 2016, page 396-402)
  2. News Release (Bank Mandiri Website - Menu Investor Relations - News and Event - News Release)


Internal Communication Forum and Media Engagement Program

News Release

D.7Timely filing/release of annual/financial reports
D.7.1Are the audited annual financial report / statement released within 120 days from the financial year end? Bank Mandiri has issued its Annual Financial Report FY 2016 through Printed Media The Jakarta Post on 15 February 2017 (46 Days).

The Jakarta Post

D.7.2Is the annual report released within 120 days from the financial year end? Bank Mandiri has published Annual Report FY 2016 through Bank Mandiri Website on 20 February 2017, and has officially determined the Annual Report in GMS on 14 March 2017. (45 Days), as mentioned on:
  1. Bank Mandiri 2017 AGM Minutes, page14-34 (Agenda 1)
  2. Bank Mandiri's Letter to OJK Number CEO.CSC/CMA.389/2017 date 20 February 2017, concerning The Submission of Bank Mandiri's Annual Report FY 2016
  3. Financial Authority Services Regulation Number 29/POJK.04/2016 date 29th July 2016 concerning Annual Report of Issuer or Public Company, Chapter 14.


Bank Mandiri 2017 AGM Minutes

Bank Mandiri's Letter to OJK Number CEO.CSC/CMA.389/2017

Financial Authority Services Regulation Number 29/POJK.04/2016

Excerpt of Financial Authority Services Regulation Number 29/POJK.04/2016, Chapter 14

D.7.3Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? Information as referred to under the Annual Report of Bank Mandiri FY 2016 in: Board of Director's Statement regarding The Responsibility For The Consolidated Financial Statements as at and for the year ended 31 December 2016 (Annual Report of Bank Mandiri FY 2016, page 464)

Annual Report of Bank Mandiri FY 2016

D.8Company website (Does the company have a website disclosing up-to-date information on the following:)
Does the company have a website disclosing up-to-date information on the following:

D.8.1 Financial Statements/ Reports (latest quarterly) Bank Mandiri has disclosed latest quarterly Financial Statements / Reports on Bank Mandiri Website. (Bank Mandiri Website, Menu Investor Relations - Financial Information - Quarterly Financials)

Quarterly Financials

D.8.2Materials provided in briefings to analysts and media and media Bank Mandiri disclosed the Information which is provided in Analyst's Meeting available in Bank Mandiri Website.
(Bank Mandiri Website - Menu Investor Relations - Financial Information - Corporate Presentation)

Corporate Presentation

D.8.3Downloadable annual report Bank Mandiri has disclosed Annual Report downloadable in Bank Mandiri Website.
(Bank Mandiri Website - Menu Investor Relations - Financial Informations - Annual Report)

Annual Report of Bank Mandiri

D.8.4Notice of AGM and/or EGM Bank Mandiri has disclosed Summons for the AGMS and the Extraordinary General Meeting of Shareholders (EGMS) in Bank Mandiri Website - Menu GCG - About AGM & EGM

Bank Mandiri Website

D.8.5Minutes of AGM and/or EGM Bank Mandiri has disclosed Minutes to AGMS and EGMS in Bank Mandiri Website - Menu GCG - About AGM & EGM

Bank Mandiri Website

D.8.6Company's constitution (company's by-laws, memorandum and articles of association) Bank Mandiri has disclosed Articles of Association of the Company in Bank Mandiri Website - Menu GCG - Articles of Association & Core Value

Bank Mandiri Website

D.9Investor relations
D.9.1Does the company disclose the contact details (e.g. telephone, fax, and email) of the officer / office responsible for investor relations?
  1. Bank Mandiri has disclosed detail of contact from Investor Relations Unit available at Bank Mandiri Website.

  2. (Bank Mandiri Website, Investor Relations - Request Information - Contact Us)
  3. Annual Report of Bank Mandiri FY 2016, page 395


Contact Us

Annual Report of Bank Mandiri FY 2016

E. Responsibilities of the Board

PartItemsBMRI Practice Year 2016 Source Information
E.1.1 Board Duties and Responsibilities
Clearly defined board responsibilities and corporate governance policy
E.1.1 Does the company disclose its corporate governance policy / board charter? Bank Mandiri has disclosed Corporate Governance Policy available at Bank Mandiri Website (Bank Mandiri Website under GCG Menu - Governance Structure - Governance Document - GCG Charter) GCG Charter
E.1.2Are the types of decisions requiring board of directors/commissioners' approval disclosed? Actions taken by Board of directors subject to written approval from Board of Commissioners as included in Articles of Association of Bank Mandiri FY 2015
(Articles of Association of Bank Mandiri FY 2015, Article 16, section 7, page 156)

Articles of Association of Bank Mandiri FY 2015
E.1.3If the chairman is not independent, has the board appointed a lead/senior independent director and his/her role been defined? Tasks and responsibilities of Board of Directors / Board of Commissioners are included in:

Director
  1. Duties and Responsibilities of the Board of Directors (Bank Mandiri Website under GCG Menu - Organization Structure & Management Team - Board of Directors - Duties and Responsibilities of the Board of Directors)
  2. Charter of The Board of Directors (Bank Mandiri Website under GCG Menu - Organization Structure & Management Team - Board of Directors - Charter of The Board of Directors)


Commissioner:
  1. Duties and Responsibilities of the Board of Commissioners.(Bank Mandiri Website under GCG Menu - Organization Structure & Management Team - The Board of Commissioners - Duties and Responsibilities of The Board of Commissioners)
  2. Charter of the Board of Commissioners (Bank Mandiri Website under GCG Menu - Organization Structure & Management Team - The Board of Commissioners - Charter of the Board of Commissioners)


Duties and Responsibilities of the Board of Directors

Charter of The Board of Directors

Duties and Responsibilities of the Board of Commissioners

Charter of the Board of Commissioners

Corporate Vision/Mission
E.1.4Does the company have an updated vision and mission statement? Vision and Mission of Bank Mandiri are included in the Annual Report of Bank Mandiri FY 2016, page 66.

Annual Report of Bank Mandiri FY 2016

E.1.5Does the board directors play a leading role in the process of developing and reviewing the company’s strategy at least annually? Board of Directors has significant role in company strategic review process within at least annually.

  1. Annual Report of Bank Mandiri FY 2016, page 40-41
  2. Article of Association, Article 21


Annual Report of Bank Mandiri FY 2016

Article of Association, Article 21

E.1.6Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? Monitoring process to strategic implementation of Bank Mandiri will be prepared by Board of Directors by internal meeting (Meeting of Board of Directors).
  1. Reconsideration of Annual Strategy of the Company - Annual Report of Bank Mandiri FY 2016, page 303
  2. Meeting of the BoD - Annual Report of Bank Mandiri FY 2016, page 293 - 296


Reconsideration of Annual Strategy of the Company

Meeting of the BoD

E.2 Board Structure
Code of Ethics or Conduct
E.2.1Are the details of the code of ethics or conduct disclosed?Detail regarding Code of Conduct are disclosed in:
  1. Code of Conduct Document (Bank Mandiri Website under GCG menu - Governance Structure - Governance Document - Code of Conduct)
  2. Code of Ethics and Corporate Culture (Annual Report of Bank Mandiri FY 2016, page 383 - 386)


Code of Conduct Document

Code of Ethics and Corporate Culture

E.2.2Are all the directors/commissioners, senior management and employees required to comply with the code/s?All Board of Commissioners, Board of Directors and employees of Bank Mandiri must comply with the basic principles of personal and professional conduct.
(Efforts Implementation and Enforcement of the code of ethics, point 1 - Annual Report of Bank Mandiri FY 2016, page 385)

Annual Report of Bank Mandiri FY 2016

E.2.3Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct?Bank Mandiri has implementation and monitoring procedures for ethical code compliance to through Disclosure and socialization of ethical codes and Bank Compliance Statement to the Code of Ethics and corporate culture.
(Annual Report of Bank Mandiri FY 2016, pages 385-386)

Annual Report of Bank Mandiri FY 2016

Board Structure & Composition
E.2.4Do Independent directors/ commissioners make up at least 50% of the board of directors/commissioners?Number and Composition of Board of Commissioners FY 2016 (after changes in composition of Board of Commissioners), indicates that composition of Independent Commissioners is 4 (four) out of 8 eight) or 50% of the members of Board of Commissioners are the Independent Commissioners, as mentioned under:
  1. Independent Commisioner - Annual Report of Bank Mandiri FY 2016, page 276


Annual Report of Bank Mandiri FY 2016

E.2.5Does the company have a term limit of nine years or less or 2 terms of five years1 each for its independent directors/commissioners?
  1. Board of Directors' Term of Office: Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16, section 4, stated that The term of office of a member of the Board of Directors shall be 5 (five) years and may be re-appointed for 1 (one) term of office.

  2. Board of Commissioners' Term of Office: Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 27, section 3, stated that The term of office of a member of the Board of Commissioners shall be 5 (five) years and may be re-appointed for 1 (one) term of office.
  3. Articles of Association of Bank Mandiri FY 2015, Article 18 section 17, page 169.


Law No. 19 of 2003 Indonesia State-Owned Entities

Excerpt of Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16

Excerpt of Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 27

Articles of Association of Bank Mandiri FY 2015

E.2.6Has the company set a limit of five board seats that an individual independent/ non-executive director/commissioner may hold simultaneouslyInformation related to double positions of Board of Commissioners / Independent Commissioners presented under:
  1. Annual Report of Bank Mandiri FY 2016, pages 277 - 278


Annual Report of Bank Mandiri FY 2016

E.2.7Does the company have the executive directors who serve on more than two boards of listed companies outside of the group?Default by Regulation None of Board of Directors of Bank Mandiri having double positions at the other Public Companies.
  1. Articles of Association of Bank Mandiri FY 2015, Article 15, section 18, page 155
  2. Annual Report of Bank Mandiri FY 2016, page 292


Articles of Association of Bank Mandiri FY 2015

Annual Report of Bank Mandiri FY 2016

Nomination Committee (NC)
E.2.8Does the company have a Nominating Committee (NC)?Bank Mandiri establishes Nomination and Remuneration Committee
  1. Charter of Board of Commissioners, Chapter II, Article 6, page 10 (Bank Mandiri Website under GCG Menu - Organization Structure & Management Team - Board of Commissioner - Charter of Board of Commissioners)
  2. Annual Report of Bank Mandiri FY 2016, page 320 - 324


Charter of Board of Commissioners

Annual Report of Bank Mandiri FY 2016

E.2.9Is the Nominating Committee comprised of a majority of Independent directors/commissioners?Composition of members of the Independent Commissioners under Nomination Committee is 4 (four) person from 9 (nine) members of Nomination and Remuneration Committee, as well as according to POJK Number 55/POJK.06/2016 regarding Implementation of Good Corporate Governance for Commercial Banks.
(Annual Report of Bank Mandiri FY 2016, page 321)

Annual Report of Bank Mandiri FY 2016

E.2.10Is the chairman of the Nominating Committee an independent director/commissioner?Chairman of Nomination and Remuneration Committee is Independent Commissioner namely Mr. Bangun S. Kusmulyono.
  1. Nomination and Remuneration Committee Charter, point 1.3 (page 7) (Bank Mandiri Website under GCG Menu - Governance Structure - Committee Charter - Remuneration & Nomination Committee Charter)
  2. Annual Report of Bank Mandiri FY 2016, page 321


Nomination and Remuneration Committee Charter

Annual Report of Bank Mandiri FY 2016

E.2.11Does the company disclose the terms of reference/governance structure/charter of the Nominating Committee?Bank Mandiri has disclosed Nomination Committee Charter through Bank Mandiri Website. (Bank Mandiri Website, GCG menu - Governance Structure - Committee Structure - Committee Charter - Remuneration & Nomination Committee Charter)

Nomination and Remuneration Committee Charter

E.2.12Is in the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year?
  1. The attendance of members of Nomination Committee are disclosed in the Annual Report of Bank Mandiri. (Annual Report of Bank Mandiri FY 2016, hal. 322 - 323)
  2. Performance of the Meeting of Nomination Committee will be held according to the needs and assignment from Board of Commissioners, at minimum 2 (twice) in 1(one) year. (Bank Mandiri Website under GCG Menu - Governance Structure - Committee Charter - Remuneration & Nomination Committee Charter, point 2.3, page 8)


Annual Report of Bank Mandiri FY 2016

Nomination and Remuneration Committee Charter

Remuneration Committee (RC) / Compensation Committee
E.2.13Does the company have a Remuneration Committee? Bank Mandiri has Remuneration Committee

  1. Charter of Board of Commissioners, Chapter III, Article 6 (Bank Mandiri Website under GCG Menu - Organization Structure & Management Team - Board of Commissioner - Charter of Board of Commissioners)
  2. Annual Report of Bank Mandiri FY 2016 - Nomination and Remuneration Committee (page 320 - 324)


Charter of Board of Commissioners

Annual Report of Bank Mandiri FY 2016

E.2.14Is the Remuneration Committee comprised of a majority of Independent Directors/ Commissioners? Composition of members of Independent Commissioners Remuneration Committee is 4 (four) person from 9 (nine) members of Nomination and Remuneration Committee, as well as according to POJK Number 55/POJK.06/2016 regarding Implementation of Good Corporate Governance for Commercial Banks
(Annual Report of Bank Mandiri FY 2016, page 321)

Annual Report of Bank Mandiri FY 2016

E.2.15Is the chairman of the Remuneration Committee an independent director/commissioner?Chairman of Nomination and Remuneration Committee is the Independent Commissioner namely Mr. Bangun S. Kusmulyono
  1. Nomination and Remuneration Committee Charter, point 1.3, page 7 (Bank Mandiri Website under GCG Menu - Governance Structure - Committee Charter - Remuneration & Nomination Committee Charter)
  2. Annual Report of Bank Mandiri FY 2016, page 321


Nomination and Remuneration Committee Charter

Annual Report of Bank Mandiri FY 2016

E.2.16Does the company disclose the terms of reference/governance structure/charter of the Remunerations Committee?Bank Mandiri has disclosed Remuneration Committee Charter through Bank Mandiri Website. (Bank Mandiri Website, GCG menu - Governance Structure - Committee Structure - Committee Charter - Remuneration & Nomination Committee Charter)

Nomination and Remuneration Committee Charter

E.2.17In the meeting attendance of the Remuneration Committee disclosed and if so, did the Remuneration Committee meet at least twice during the year?
  1. Attendance of members of Remuneration Committee are disclosed in the Annual Report of Bank Mandiri. (Annual Report of Bank Mandiri FY 2016, hal. 322 - 323)
  2. Performance of Meeting of Remuneration Committee will be held according to the need and assignment from Board of Commissioners, at minimum 2 (twice) in 1(one) year. (Nomination and Remuneration Committee Charter, point 2.3, page 8)


Annual Report of Bank Mandiri FY 2016

Nomination and Remuneration Committee Charter

Audit Committee
E.2.18Does the company have an Audit Committee? Bank Mandiri has Audit Committee
  1. Charter of Board of Commissioners, Chapter III, Article 6 (Bank Mandiri Website under GCG Menu - Organization Structure & Management Team - Board of Commissioner - Charter of Board of Commissioners)
  2. Annual Report of Bank Mandiri FY 2016, page 308 - 313


Charter of Board of Commissioners

Annual Report of Bank Mandiri FY 2016

E.2.19Is the Audit Committee comprised entirely of non-executive directors/ commissioners with majority of independent directors/commissioners?Composition of members of Audit Committee consists of 2 (two) Independent Commissioners, 2 (two) Independent Parties, and 2 (two) Non Independent Commissioners, and in accordance with the POJK Number 55 / POJK.06 / 2016 on the Implementation of Good Corporate Governance for Commercial Banks.
(Annual Report of Bank Mandiri FY 2016, page 309)

Annual Report of Bank Mandiri FY 2016

E.2.20Is the chairman of the Audit Committee an Independent Director/ Commissioner?Chairman of Audit Committee is an Independent Commissioner namely Ms. Aviliani
  1. Charter Audit Committee, point 3.3, page 3 ((Bank Mandiri Website under GCG Menu - Governance Structure - Committee Charter - Audit Committee Charter)
  2. Annual Report of Bank Mandiri FY 2016, page 309


Audit Committee Charter

Annual Report of Bank Mandiri FY 2016

E.2.21Does the company disclose the terms of reference/ governance structure/charter of the Audit Committee?Bank Mandiri has disclosed Charter Audit Committee through Bank Mandiri Website. (Bank Mandiri Website, GCG menu - Governance Structure - Committee Structure - Committee Charter - Audit Committee Charter)

Audit Committee Charter

E.2.22Does at least one of the independent directors/ commissioners of the committee have accounting expertise (accounting qualification or experience)? In the Audit Committee Charter, point 4.2, page 3, it is mentioned that the committee members have sufficient knowledge to read and understand the financial statements.

Audit Committee Charter

E.2.23Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year?
  1. Attendance of members of Audit Committee are disclosed in the Annual Report of Bank Mandiri. (Annual Report of Bank Mandiri FY 2016, pages. 312)
  2. Performance of Meeting of Audit Committee will be held according to the need and assignment from Board of Commissioners, at minimum 2 (twice) a month. (Bank Mandiri Website, GCG menu - Governance Structure - Committee Structure - Committee Charter - Audit Committee Charter, point 7.1, page 20)


Annual Report of Bank Mandiri FY 2016

Audit Committee Charter

E.2.24Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor?Audit Committee Charter, point 5.3.5, page 12 (Bank Mandiri Website, GCG menu - Governance Structure - Committee Structure - Committee Charter - Audit Committee Charter, point 5.3.5, page 12

Annual Report of Bank Mandiri FY 2016, pages. 308

Audit Committee Charter

Annual Report of Bank Mandiri FY 2016, pages. 308

E.3 Board Processes
Board meetings and attendance
E.3.1Are the board of directors meeting scheduled before the start of financial year?Board of Directors has scheduled meeting for the following year before end of each fiscal year, as detailed in:

  1. Charter of The Board of Directors , Chapter VI regarding Meeting of Board of Directors, Article 8, point 3 (page 6).
  2. Meeting Schedule uploaded in Bank Mandiri Website


Charter of The Board of Directors

Bank Mandiri Website


E.3.2Does the board of directors/commissioners meet at least six times during the year?Board of Directors arranged the Meeting of Board of Directors for 53 times, while Board of Commissioners arranged 32 BoC meetings. Joint Meeting of Directors and Board of Commissioners held 15 times.

  1. Charter of The Board of Directors , Chapter VI, Article 8 (page 6)
  2. Meeting of The Board of Directors - Annual Report of Bank Mandiri FY 2016 pages 292-296)
  3. Charter of Board of Commissioners, Chapter IV Article 7, point 1 (page 13)
  4. Meeting of The Board of Commissioners - Annual Report of Bank Mandiri FY 2016 pages 278-280)
  5. Joint Meeting of the Board of Directors and the Board of Commissioners - Annual Report of Bank Mandiri FY 2016, page 296-298)


Charter of The Board of Directors

Meeting of The Board of Directors

Charter of Board of Commissioners

Meeting of The Board of Commissioners

Joint Meeting of the Board of Directors and the Board of Commissioners

E.3.3Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year?The attendance of each Board of Directors and Board of Commissioners must at least 75% of the all performance of meeting of Board of Directors/ Board of Commissioners.

  1. Meeting of The Board of Directors - Annual Report of Bank Mandiri FY 2016 pages 292-296)
  2. Meeting of The Board of Commissioners - Annual Report of Bank Mandiri FY 2016 (pages 278 - 280)


Meeting of The Board of Directors

Meeting of The Board of Commissioners

E.3.4Does the company require a minimum quorum of at least 2/3 for board decisions?Board of Commissioner:

Meeting of Board of Commissioners will be valid and entitled to take binding resolutions when attended or represented by more than 2/3 (two thirds) of the members of Board of Commissioners, as mentioned in:

  1. Annual Report of Bank Mandiri FY 2016, page 278
  2. Charter of Board of Commissioners, Chapter III, Article 7, point. 3


Board of Director:

Meeting of Board of Directors is valid and entitled to adopt binding resolutions if more than 2/3 (two thirds) from the total members of Board of Directors attend or represented in the meeting, as mentioned in:

Charter of Board of Directors, Chapter III, Article 10, point 1

Annual Report of Bank Mandiri FY 2016

Charter of Board of Commissioners

Charter of The Board of Directors

E.3.5Did the non-executive directors/commissioners of the company meet separately at least once during the year without any Executives present?Board of Commissioners has organized 35 times of Board of Commissioners’ internal meetings
(Meeting of The Board of Commissioners - Annual Report of Bank Mandiri FY 2016 (pages 278 - 280))

Annual Report of Bank Mandiri FY 2016

Access to information
E.3.6Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting?

Board of Commissioner:

Material for the Board of Commissioners Meeting shall be distributed to all meeting participants at the latest of 5 (five) business days prior to the meeting, as mentioned in:

Charter of Board of Commissioners , Chapter III, Article 10

Board of Director:

Materials for the scheduled meetings as of referred to under Article 6 section 3 shall be submitted in written to members of the meeting within the latest of 5 (five) business days prior to convening the meeting to each member of Board of Directors, as mentioned in:

Charter of Board of Directors, Chapter III, Article 12, point 1

Charter of Board of Commissioners

Charter of Board of Directors

E.3.7Does the company secretary play a significant role in supporting the board in discharging its responsibilities?Corporate Secretary holds significant role to support the management in carrying out its responsibilities.
(Annual Report of Bank Mandiri - page 354-355)

Annual Report of Bank Mandiri FY 2016

E.3.8Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments?FY 2016, Corporate Secretary has participated in various trainings.
(Annual Report of Bank Mandiri 2016, page 355)

Annual Report of Bank Mandiri FY 2016

Board Appointments and Re-Election
E.3.9Does the company disclose the criteria used in selecting new directors/commissioners? Bank Mandiri has disclosed the criteria used in selection of Board of Directors / Board of Commissioners in the Annual Report and Website of Bank Mandiri, as mentioned under:
  1. Annual Report FY 2016 - Criteria for Appointment of Members of Board of Directors (page 284)
  2. Annual Report FY 2016 - Criteria for Appointment of Board of Commissioners (page 271-272)
  3. Board of Directors' Selection Criteria (Menu GCG - Organization Structure & Management Team - Board of Directors - Board of Directors' Selection Criteria)
  4. Board of Commissioners' Selection Criteria (Menu GCG - Organization Structure & Management Team - Board of Commissioners - Board of Commissioners' Selection Criteria)


Criteria for Appointment of Members of Board of Directors

Criteria for Appointment of Board of Commissioners

Board of Directors' Selection Criteria

Board of Commissioners' Selection Criteria

E.3.10Did the company describe the process followed in appointing new directors/commissioners?Bank Mandiri has disclosed process for appointment of Board of Directors and Board of Commissioners in the Annual Report and Bank Mandiri Website, as mentioned under:

  1. Annual Report FY 2016 - Criteria for Appointment of Members of Board of Directors (page 284)
  2. Annual Report FY 2016 - Criteria for Appointment of Board of Commissioners (page 271-272)
  3. Board of Directors' Selection Criteria (Menu GCG - Organization Structure & Management Team - Board of Directors - Board of Directors' Selection Criteria)
  4. Board of Commissioners' Selection Criteria (Menu GCG - Organization Structure & Management Team - Board of Commissioners - Board of Commissioners' Selection Criteria)


Criteria for Appointment of Members of Board of Directors

Criteria for Appointment of Board of Commissioners

Board of Directors' Selection Criteria

Board of Commissioners' Selection Criteria

E.3.11Are all the directors/commissioners subject to re-election at least once every 3 years ? ; or 5 years for listed companies in countries whose legislation prescribed a term of 5 years each? Term of office for members of Board of Commissioners and Board of Directors at maximum 5 years and may be reappointed for another 1 (one) term of office 2(two) times of term of office = maximum 10 years)

  1. Articles of Association of Bank Mandiri FY 2015, Article 18, point 7, page 169
  2. Articles of Association of Bank Mandiri FY 2015, Article 15, point 8, page 150
  3. Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16, section 4, stated that The term of office of a member of the Board of Directors shall be 5 (five) years and may be re-appointed for 1 (one) term of office.
  4. Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 28, section 3, stated that The term of office of a member of the Board of Commissioners shall be 5 (five) years and may be re-appointed for 1 (one) term of office.


Articles of Association of Bank Mandiri FY 2015, Article 18

Articles of Association of Bank Mandiri FY 2015, Article 15

Law No. 19 of 2003 Indonesia State-Owned Entities

Exerpt of Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 16

Exerpt of Law No. 19 of 2003 Indonesia State-Owned Entities, Chapter 27

Remuneration Matters
E.3.12Does the company disclose its remuneration (fees, allowances, benefit-in-kind and other emoluments) policy/practices (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO?Company has disclosed Remuneration Policy for Board of Directors through:

  1. Bank Mandiri Website - Organization Structure & Management Team - BOD - Remuneration Policy of BOD
  2. Determination of the Board of Directors’ Remuneration - Annual Report of Bank Mandiri FY 2016 page 305-307
  3. Management Stock Option Plan (MSOP) and Employee Stock Allocation (ESA) - Annual Report of Bank Mandiri FY 2016 page 25


Remuneration Policy of BOD

Determination of the Board of Directors’ Remuneration

Management Stock Option Plan (MSOP) and Employee Stock Allocation (ESA)

E.3.13Is there disclosure of the fee structure for non- executive directors/commissioners?Bank Mandiri has disclosed remuneration for Board of Directors dan Board of Commissioners through:

  1. Annual Report of Bank Mandiri FY 2016 - Remuneration and Facilities Structure for Board of Directors (page 305-307)
  2. Annual Report of Bank Mandiri FY 2016 - Remuneration and Facilities Structure for Board of Commissioners (page 304-305)


Remuneration and Facilities Structure for Board of Directors

Remuneration and Facilities Structure for Board of Commissioners

E.3.14Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives?Shareholders approved remuneration for Board of Directors and Board of Commissioners as included in:
  1. Bank Mandiri 2017 AGMS Result – Third Agenda


Bank Mandiri 2017 AGMS Result

E.3.15Does the company have measures standards to align performance based remuneration of the executive directors and senior executived with long-term interests of the company, such as claw back provision and deferred bonuses?Company has size to adjust performance based remuneration
  1. Annual Report of Bank Mandiri FY 2016 - Remuneration and Facilities Structure for Board of Directors (page 305-307)
  2. Annual Report of Bank Mandiri FY 2016 - Remuneration and Facilities Structure for Board of Commissioners (page 304-305)


Remuneration and Facilities Structure for Board of Directors

Remuneration and Facilities Structure for Board of Commissioners

Internal Audit
E.3.16Does the company have a separate internal audit function?Bank Mandiri has separate Internal Audit function
(Annual Report of Bank Mandiri FY 2016 - Audit Internal page 356)

Annual Report of Bank Mandiri FY 2016

E.3.17Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?Chief of Internal Audit has been submitted in the Annual Report FY 2016 - Profile of Chief of Internal Audit
(Annual Report of Bank Mandiri FY 2016, page 357)

Annual Report of Bank Mandiri FY 2016

E.3.18Does the appointment and removal of the internal auditor require the approval of the Audit Committee?Appointmenta dn Termiantio of Chief Audit Executive (CEA) presented that Chief Audit Executive (CEA) is appointed and terminated as well as dirrecyl responisble to President Director on approval of Board of Commissioners or Audit Committee and furthermore reported to Bank Indonesia, Financial Service Authority (FSA). (Annual Report of Bank Mandiri FY 2016, page 356)

Annual Report of Bank Mandiri FY 2016

Risk Oversight
E.3.19Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? Mandiri has Risk Management Framework and Internal Control System periodically reviewed
  1. Risk Management (1) - Annual Report of Bank Mandiri FY 2016, page 42
  2. Risk Management (2) - Annual Report of Bank Mandiri FY 2016, page 147-149
  3. Internal Control System - Annual Report of Bank Mandiri FY 2016, page 372-373
  4. Pro-active Monitoring Function - Annual Report of Bank Mandiri FY 2016, page 35


Risk Management (1)

Risk Management (2)

Internal Control System

Pro-active Monitoring Function

E.3.20Does the Annual Report / Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems?The referred information included in:
  1. Proactive Monitoring Function (Annual Report of Bank Mandiri FY 2016, page 35)
  2. Risk Management (1) - Annual Report of Bank Mandiri FY 2016, page 42


Annual Report of Bank Mandiri FY 2016 page 35

Annual Report of Bank Mandiri FY 2016 page 42

E.3.21Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, nvironmental, social, economic)? Bank Mandiri has disclosed Company's key risks in the Annual Report of Bank Mandiri FY 2016 - Implementation of Specific Risk Management at Bank Mandiri
(Annual Report of Bank Mandiri FY 2016, page 152-206)

Annual Report of Bank Mandiri FY 2016

E.3.22Does the Annual Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems?Statement of Audit Committee on Effectiveness of Internal Control Systems and Risk Management: The internal control system conducted by Bank Mandiri is considered effective and proper, reflected in the implementation of internal control functions, i.e. internal audit, risk management, compliance, financial and operational control functions.
(Annual Report of Bank Mandiri FY 2016 page 311)

Annual Report of Bank Mandiri FY 2016

E.4 People on the Board
Board Chairman
E.4.1Do different persons assume the roles of chairman and CEO?Positions of President Director and President Commissioner of Bank Mandiri held by different parties. In this case position of President Director is held by Mr. Kartika Wirjoatmodjo and President Commissioner were held by Mr. Wimboh Santoso.

  1. Profile of the Chairman - Annual Report of Bank Mandiri FY 2016, page 72
  2. Profile of the CEO - Annual Report of Bank Mandiri FY 2016, page 78


Annual Report of Bank Mandiri FY 2016, page 72

Annual Report of Bank Mandiri FY 2016, page 78

E.4.2Is the chairman an independent director/commissioner?President Commissioner of Bank Mandiri is an Independent Commissioner.

2017 Bank Mandiri EGM Result

E.4.3Is any of the directors a former CEO of the company in the past 2 years?In the Annual Report FY 2016, no Board of Directors previously positioned as President Director in the last 2 (two) years
(Annual Report of Bank Mandiri FY 2016 - Profile Board of Directors, page 78-83)

Annual Report of Bank Mandiri FY 2016

E.4.4Are the role and responsibilities of the chairman disclosed?Bank Mandiri has disclosed Tasks and Responsibilities of President Commissioner.

(Bank Mandiri Website, GCG Menu - Organization Structure & Management Team - Board of Commissioner - Duties and Responsibilities of the Board of Commissioners, page 1)

Duties and Responsibilities of the Board of Commissioners

Lead Independent Director
E.4.5If the chairman is not independent, has the board appointed a lead/senior independent director and his/her role been defined?The chairman is an Independent Commissioner

Bank Mandiri 2017 EGM Highlight

Skills and Competencies
E.4.6Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in?More than one members of Board of Directors and Board of Commissioners have working experiences in banking sector, as mentioned under:
  1. Profile of the Board of Commissioners - Annual Report of Bank Mandiri FY 2016, page 72 - 75
  2. Profile of the Board of Directors - Annual Report of Bank Mandiri FY 2016, page 78 - 83


Profile of the Board of Commissioners

Profile of the Board of Directors

E.5 Board Performance
Directors Development
E.5.1Does the company have orientation programmes for new directors/commissioners?Bank Mandiri has disclosed orientation program for the new Board of Directors and Board of Commissioners

  1. Bank Mandiri Website, GCG menu - Organization Structure and Management Team - Board of Directors - Orientation Program For New Directors)
  2. Annual Report of Bank Mandiri FY 2016, page 298
  3. Bank Mandiri Website, GCG menu - Organization Structure and Management Team - BOC - Orientation Program For New Commissioners)
  4. Annual Report of Bank Mandiri FY 2016, page 281


Orientation Program For New Directors

Annual Report of Bank Mandiri FY 2016, page 298

Orientation Program For New Commissioners

Annual Report of Bank Mandiri FY 2016, page 281

E.5.2Does the company have a policy that encourages directors/commissioners to attend on-going or continuous professional education programmes?Bank Mandiri has determined policies encouraging Management to join professional education programs.

  1. Bank Mandiri Website GCG menu - Organization Structure and Management Team - BOD - Board Of Directors’ Members Development Program
  2. Bank Mandiri Website menu GCG - Organization Structure and Management Team - BOC - Board Of Commissioners’ Members Development Program
  3. Annual Report of Bank Mandiri FY 2016, page 109
  4. Annual Report of Bank Mandiri FY 2016, page 108-109


Board Of Directors’ Members Development Program

Board Of Commissioners’ Members Development Program

Annual Report of Bank Mandiri FY 2016, page 108

Annual Report of Bank Mandiri FY 2016, page 109

CEO/Executive Management Appointments and Performance
E.5.3Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management?Perusahaan has disclosed planning process carried out by Board of Directors and Board of Commissioners related to succession of President Director and other members of Board of Directors.
(Annual Report of Bank Mandiri FY 2016, page 324)

Annual Report Bank Mandiri Tahun 2016

E.5.4Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President?Every year, the performance of each member of Board of Directors, including President Director, are individually assessed in accordance with their job desks and refer to 4 (four) assessment criteria, namely financial, people, process, and customer. Assessment was prepared based on the achievement targets and Key Performance Indicator (KPI) as mutually agreed upon at the beginning of the year.

Measurement of performance success of Board of Directors is reflected in the realization of the Company's Annual Budget Work Plan (RKAP) and the Bank's health rating enclosing Risk Profile, Good Corporate Governance, Profitability and Capital. Parties conducting such referred Board of Directors’ performance assessment shall be Board of Commissioners and GMS.

In 2016, results of President Director's assessment prepared based on target achievement and KPI get a score of 95.78

(Annual Report of Bank Mandiri FY 2016 - Implementation Performance Assessment Procedure of Board of Directors, page 300-302)

Annual Report of Bank Mandiri FY 2016

Board Appraisal
E.5.5Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? Company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment, as mentioned under:
  1. Annual Report of Bank Mandiri FY 2016, page 33-34
  2. Annual Report of Bank Mandiri FY 2016, page 32-37.


Annual Report of Bank Mandiri FY 2016, page 33-34

Annual Report of Bank Mandiri FY 2016, page 32-37.

Director Appraisal
E.5.6Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? Board of Commissioners:
Evaluation on performance of Board of Commissioners as a whole and individually performance of each Board of Commissioners will be performed by Shareholders. (Annual Report of Bank Mandiri FY 2016, page 282)

Board of Directors: Each year, performance of each member of Board of Directors is assessed individually in accordance with its field of work. FY 2016, has been prepared assessment to each Board of Directors (Annual Report of Bank Mandiri FY 2016, page 300-302).

Annual Report of Bank Mandiri FY 2016, page 282

Annual Report of Bank Mandiri FY 2016, page 300-302.

Committee Appraisal
E.5.7Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? Committee's performance assessment shall be prepared by Board of Commissioners in annual basis using method specified by Board of Commissioners (Annual Report of Bank Mandiri FY 2016, page 328)

Annual Report of Bank Mandiri FY 2016

F. Bonus

PartItemsBMRI Practice Year 2016 Source Information
(B)A.Right of Shareholder
(B)A.1Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general shareholders meeting.
(B)A.1.1 Does the company practice secure electronic voting in absentia at the general meetings of shareholders? Voting shall be held with ballots calculated electronically.
(Bank Mandiri 2017 AGM Highlight, page 3)
Bank Mandiri 2017 AGM Highlight
(B)B.Equitable treatment of shareholders
(B)B.1 Notice of AGM
(B)B.1.1 Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the Exchange, at least 28 days before the date of the meeting? Date of the Annual GMS Performance: March 14, 2017
Summons Date: February 20, 2017

(Bank Mandiri 2017 AGM Agenda)
Bank Mandiri 2017 AGM Agenda

(B)C. Roles of Stakeholders
(B)C.1.1 Does the company adopt an internationally recognized reporting framework for sustainability (i.e. GRI, Integrated Reporting, SASB)? Bank Mandiri has disclosed that the company has adopted the Global Reporting Initiatives G4 (GRI-G4) and Indicators of the Financial Services Sector Supplement in
  1. Sustainability Report FY 2016, page. 8
  2. Sustainability Report FY 2016, page. 246-250
Sustainability Report FY 2016, page. 8

Sustainability Report FY 2016, page. 246-250

(B)D.Disclosure and transparency
(B)D.1.1 Are the audited annual financial report /statement released within 60 days from the financial year end? Bank Mandiri has published Financial Statement Year 2016 through the Print Media The Jakarta Post on February 15, 2017 (46 Days).

The Jakarta Post

Consolidated Financial Statement

(B)D.1.2 Does the company disclose details of remuneration of the CEO? Bank Mandiri has disclosed the Total Remuneration of the President Director as set out in the Annual Report of Bank Mandiri as follows:
(Annual Report Bank Mandiri FY 2016, page 305-307)
Annual Report of Bank Mandiri FY 2016

(B)E. Responsibilities of the Board
(B)E.1 Board Competencies and Diversity
(B)E.1.1 Does the company have at least one female independent director/commissioner? Bank Mandiri has 1 (one) woman as the Commissioner, namely Ibu Aviliani and 1 (one) woman Director, namely Ibu Kartini Sally
  1. Annual Report of Bank Mandiri Year 2016, page 73;
  2. Annual Report of Bank Mandiri Year 2016, page 83
Annual Report of Bank Mandiri FY 2016, page 73 & 83

(B)E.1.2 Does the company have a policy and disclose measurable objectives for implementing its board diversity and report on progress in achieving its objectives? Policy:
Bank Mandiri has possessed the Policy on Diverse Composition of the Board of Commissioners (Annual Report of Bank Mandiri Year 2016, page 273-274) and the Policy on Diverse Composition of the Board of Directors (Annual Report of Bank Mandiri Year 2016, page 284)

Bank Mandiri Diversity Policy refers to governance principles and recommendations as Circular Letter of OJK number. 32 / SEOJK.04 / 2015 concerning Corporate Governance of Public Company Guidelines. (Aspect and Principle of Corporate Governance Implementation According to Financial Service Authority, PART B.1.2 and C.1.2)
Policy on Diverse Composition of the Board of Commissioners

Policy on Diverse Composition of the Board of Directors

Aspect and Principle of Corporate Governance Implementation According to Financial Service Authority

(B)E.2 Board Structure
(B)E.2.1 Is the Nominating Committee comprise entirely of independent directors/ commissioners? The composition of members of the Independent Commissioners in the Nomination Committee were 4 (four) persons out of 9 (nine) members of the Nomination and Remuneration Committee in accordance with OJK Regulation No. 55/POJK.06/2016 concerning Application of Governance for Commercial Banks.
(Annual Report of Bank Mandiri Year 2016, page 321)
Annual Report of Bank Mandiri FY 2016

(B)E.2.2 Does the Nominating Committee undertake the process of identifying the quality of directors aligned with the company's strategic directions? Policy:

Bank Mandiri Website - Menu GCG - Governance Document - Committee Charter - Remuneration & Nomination Committee Charter, page 9-13.

One of the duties and responsibilities of the Nomination is to identify candidates for the Board of Directors from inside and outside the candidates for the Board of Commissioners eligible to be nominated and appointed as Directors or Commissioners, being adjusted to the company's strategy direction. (Annual Report of Bank Mandiri Year 2016, page 321)
Remuneration & Nomination Committee Charter

Annual Report of Bank Mandiri FY 2016

(B)E.3 Board Appointments and Re-Election
(B)E.3.1 Does the company use professional search firms or other external sources of candidates (such as director databases set up by director or shareholder bodies) when searching for candidates to the board of directors/commissioners? Bank Mandiri hired Appraisal Service Companies for selecting Candidates for the Board of Commissioners and the Board of Directors. In 2016, Bank Mandiri cooperated with a number of Appraisal Service Companies, namely among others, PT. Daya Dimensi Indonesia.

(Appraisal Company for selection of candidates of the BoC & BoD - Annual Report of Bank Mandiri Year 2016, page 324)
Annual Report of Bank Mandiri FY 2016

(B)E.4 Board Structure & Composition
(B)E.4.1 Do independent non executive directors/ commissioners make up more than 50% of the board of directors/ commissioners? In compliance with resolutions of the Extraordinary General Meeting of Shareholders of Bank Mandiri on 22 August 2017, the composition of Independent Commissioner is 50% and the President Commissioner of Bank Mandiri is an Independent Commissioner. 2017 Bank Mandiri EGM Result

(B)E.5 Risk Oversight
(B)E.5.1 Does the board describe its governance process around IT issues including disruption, cyber security, disaster recovery, to ensure that all key risks are identified, managed and reported to the board? IT-related governance process has been disclosed in Annual Report of Bank Mandiri Year 2016 as:
  1. IT Governance - Annual Report of Bank Mandiri FY 2016, page 231-235
  2. Business Continuity Model - Annual Report of Bank Mandiri FY 2016, page 206
  3. Discussed in Board Agenda - Annual Report of Bank Mandiri FY 2016, page 292-296
IT Governance

Business Continuity Model

Board Agenda

(B)E.6 Board Performance
(B)E.6.1 Does the company have a separate board level Risk Committee? Bank Mandiri has the Risk Monitoring Committee and Risk Management Committee separate from other committees as mentioned on Annual Report of Bank Mandiri Year 2016, page 314 - 320
Annual Report of Bank Mandiri Year 2016, page 314 - 320

Asean Corporate Governance Scorecard 2015

A. Rights of Shareholders


No. RefQuestionImplementation Source Information
A.1.1 Does the company pay (interim and final/annual) dividends in an equitable and timely manner; that is, all shareholders are treated equally and paid within 30 days after being
  1. Declared for interim dividends and
  2. Approved by annual general meeting (AGM) for final dividends?
  • Bank Mandiri has published its summary of minutes of GMS (on 23 March 2016) regarding dividend payment to each shareholders at maximum 30 days that will be on 22 April 2016.
Bank Mandiri 2016 AGM Result
Do shareholders have the right to participate in:
A.2.1Amendments to the company's constitution? Article 24 section 4 of the Articles of Association states that amendment to Articles of Association will be resolved by GMS which is attended by Shareholders. Articles of Association
A.2.2The authorization of additional shares? Article 4 section 3 Articles of Association states that each and every further issuance of shares may only be executed by Board of Directors on approval of GMS. Articles of Association
A.2.3 The transfer of all or substantially all assets, which in effect results in the sale of the company? Article 16 section 7 of the Articles of Association states that legal actions for the purposes of transferring and releasing intellectual property rights of the Company of more than 50% from total net assets of the Company and mortgaging assets of the Company of more than 50% from total net assets of the Company under 1 transaction or more, must obtain approval from GMS. Articles of Association
A.3.1Do shareholders have the opportunity, evidenced by an agenda item, to approve remuneration (fees, allowances, benefits-in-kind and other emoluments) or any increases in remuneration for the non-executive directors/commissioners?
  • Article 15 section 9 and Article 18 section 8 of the Articles of Association state that members of Board of Directors will be provided with remuneration including facilities and/or other incentives, including dividend bonus (tantieme) and pension allowance in an amount specified by GMS.
  • Bank Mandiri’s website has published the summary of minutes of GMS regarding resolution of the third agenda of GMS dated 21 March 2016, specifying the remuneration for members of Board of Directors and honorarium for members of Board of Commissioners for Fiscal Year of 2016 including dividend bonus (tantiem) for the performance of members of Board of Directors and members of Board of Commissioners of the Company for the Fiscal Year ended on 31 December 2015.
  • Bank Mandiri’s website has published the summary of minutes of GMS regarding resolution of the fourth agenda of GMS dated 16 March 2015 specifying remuneration for members of Board of Directors and honorarium for members of Board of Commissioners for Fiscal Year of 2015 including dividend bonus (tantiem) for the performance of members of Board of Directors and members of Board of Commissioners of the Company for the Fiscal Years ended on 31 December 2014.
Articles of Association






Bank Mandiri 2016 AGM Result






Bank Mandiri 2016 AGM Highlights
A.3.2 Does the company provide non-controlling shareholders a right to nominate candidates for board of directors/commissioners? In accordance with the Articles of Association in article 5 section 3 stating that the members of the Board of Directors and/or the Board of Commissioners are proposed by A. Dwiwarna Shareholder after carrying out a nominating process pursuant to prevailing laws and regulations and such nomination shall bind to the GMS. Other shareholders may vote the candidates of directors/commissioners in GMS Mandiri 2016 AGM Result
A.3.3Does the company allow shareholders to elect directors/commissioners individually?
  • Article 15 section 8 and article 18 section 7 of the Articles of Association state that the members of Board of Directors will be appointed and terminated by GMS.
  • Bank Mandiri’s website has published the summary of minutes of GMS on 23 March 2016 regarding change of management of the Company.
Articles of Association

Bank Mandiri 2016 AGM Result
A.3.4 Does the company disclose the voting and vote tabulation procedures used, declaring both before the meeting proceeds?
  • Bank Mandiri’s website has published Rules of GMS before performance of GMS.
  • The rules will be distributed to shareholders before commencement of GMS.
  • President Commissioner of Bank Mandiri as the chairman of GMS has read out the Rules of GMS at the commencement of GMS
  • Rules of GMS among others contained as follows:
    • Reading out of the rules of procedure of GMS
    • Providing opportunities to the shareholders or their proxies to raise questions/comments and/or suggestions concerning business items as well as responses to questions/comments from the shareholders.
    • The voters were only the shareholders or their proxies reserving the right to vote and one share will provide one vote.
    • Information concerning appointment of independent parties, they are, the Notary of Ashoya Ratam, for the purpose of calculation, appraisal and validation.
Bank Mandiri 2016 AGM Code of Conducts
A.3.5 Do the minutes of the most recent AGM record that there was an opportunity allowing for shareholders to ask questions or raise issues? Bank Mandiri’s website has published the Rules of GMS, summary of minutes of GMS and Deed of GMS, containing among others Questions and Answer by the shareholders. Bank Mandiri 2016 AGM Code of Conducts
A.3.6Do the minutes of the most recent AGM record questions and answers? Bank Mandiri 2016 AGM Result
A.3.7Did the disclosure of the outcome of the most recent AGM include resolution(s)? Bank Mandiri’s website has published the summary of minutes and the minutes of GMS containing among others Resolution of GMS. Bank Mandiri 2016 AGM Result
A.3.8Did the company disclose the voting results including approving, dissenting, and abstaining votes for each agenda item for the most recent AGM?Bank Mandiri’s website has published the summary of minutes and minutes of GMS containing among others numbers of the affirmative, dissenting and abstain votes in each agenda of GMS. Bank Mandiri 2016 AGM Result
A.3.9Did the company disclose the list of board members who attended the most recent AGM?Bank Mandiri’s website has published summary of minutes and minutes of GMS containing the presence of Board of Commissioners, Board of Directors as well as Audit Committee. Bank Mandiri 2016 AGM Result
A.3.10Did the chairman of the board of directors/commissioners attend the most recent AGM?President Commissioner was present
A.3.11Did the CEO/managing director/president attend the most recent AGM?President Director was presentBank Mandiri 2016 AGM Highlights
A.3.12Did the chairman of the Audit Committee attend the most recent AGM?Head of Audit Committee was present
A.3.13Did the company organize their most recent AGM in an easy to reach location?Bank Mandiri’s website has published the summons of GMS specifying location for implementation of GMS that is Head Office of Bank Mandiri. Bank Mandiri 2016 AGM Agenda
A.3.14Does the company allow for voting in absentia?
  • Article 14 section 7 of the Articles of Association and summons of GMS regulate on the absent shareholders can be presented by their proxies by way of power of attorney.

  • Form of power of attorney can be downloaded through website
Articles of Association

Bank Mandiri 2016 AGM Agenda

Bank Mandiri 2016 AGM Power of Attorney
A.3.15Did the company vote by poll (as opposed to by show of hands) for all resolutions at the most recent AGM?Bank Mandiri’s website has published Rules of GMS stipulates on the voting methods. Bank Mandiri 2016 AGM Code of Conducts
A.3.16Does the company disclose that it has appointed an independent party (scrutineers/inspectors) to count and/or validate the votes at the AGM?
  • Bank Mandiri’s website has published summary of minutes of GMS stating the appointment of independent parties they were the Notary of Ashoya Ratam SH, MKn and PT Datindo Entrycom for performing calculation and/or validation of voting in the GMS 2016.
  • Annual reports of Bank Mandiri has disclosed the appointment of independent parties they were the Notary of Ashoya Ratam SH, MKn and PT Datindo Entrycom for perfroming calculation and/or validation of voting in the GMS 2015
Bank Mandiri 2016 AGM Result

Annual Report page 532
A.3.17Does the company make publicly available by the next working day the result of the votes taken during the most recent AGM for all resolutions?Results of GMS of the Company dated 21 March 2016 has been published on 22 March 2016 in website.Bank Mandiri 2016 AGM Highlights
A.3.18Do companies provide at least 21 days notice for all resolutions?Bank Mandiri’s website has published announcement and summons for GMS of more than 21 days before commencement of GMS. Bank Mandiri 2016 AGM Announcement

Bank Mandiri 2016 AGM Agenda
A.3.19Does the company provide the rationale and explanation for each agenda item which require shareholders’ approval in the notice of AGM/circulars and/or the accompanying statement?Bank Mandiri’s website has published summons and agenda of GMS. Bank Mandiri 2016 AGM Agenda
A.4.1In cases of mergers, acquisitions and/or takeovers, does the board of directors/commissioners of the offeree company appoint an independent party to evaluate the fairness of the transaction priceRegulation of Bapepam LK IX.G.1 stipulates independent appointment by Board of Commissioners to evaluate fairness of the transaction in case of merger and acquaition. Regulation of Bapepam LK IX.G.1
A.5.1Does the company publicly disclose policies to encourage shareholders including institutional shareholders to attend the AGM?Articles of Association of article 13 regarding summons for GMS and article 14 regarding quorum of the meeting and summons for GMS in the website present Effort of the Company to be activelly supporting shareholders for presenting in the GMS. Articles of Association

Bank Mandiri 2016 AGM Agenda

B. Equitable Treatment of Shareholders

No. RefQuestionImplementation Source Information
B.1.1 Do the company's ordinary or common shares have one vote for one share? Articles of Association of article 14 section 6 states that each share provides right to its shareholder to issue 1 (one) vote. Articles of Association
B.1.2Where the company has more than one class of shares, does the company publicize the voting rights attached to each class of shares (e.g. through the company website/reports /the stock exchange /the regulator‘s website)? Articles of Association of article 5 section 1 and section 2 explain that Shares of Bank Mandiri consist of Serie A Dwiwarna Shares in particular can be possesed by the State of the Republic of Indonesia and Serie B Shares can be possesed by public. Articles of Association
B.2.1Does each resolution in the most recent AGM deal with only one item, i.e. there is no bundling of several items into the same resolution? Bank Mandiri’s website discloses summary of minutes and minutes of GMS that among others containing results of resolution of GMS foe each agenda of GMS. Bank Mandiri 2016 AGM Result
B.2.2 Are the company's notice of the most recent AGM/circulars fully translated into English and published on the same date as the local-language version? Bank Mandiri’s website discloses summons for GMS presented in Indonesian and english language to be published at the same time. Bank Mandiri 2016 AGM Agenda (English)

Bank Mandiri 2016 AGM Agenda (Indonesia)
Does the notice of AGM/circulars have the following details:
B.2.3 Are the profiles of directors/commissioners (at least age, qualification, date of first appointment, experience, and directorships in other listed companies) in seeking election/re-election included? In compliance with decision of Ministry of the State-Owned Enterprise states that selection of members of Board of Directors and members of Board of Commissioners will be under authorization of holder of Serie A Dwiwarna Shares, where profiles of candidates of Board of Commissioners and Board of Directors are to be published in website. Bank Mandiri 2016 AGM Highlights
B.2.4 Are the auditors seeking appointment/ re-appointment clearly identified? In the fourth agenda of Annual GMS on 21 March 2016 Bank Mandiri has specified Public Accountant Office of Purwantono, Suherman & Surja to conduct audit to consolidated financial reports of the Company and annual reports on implementation of partnership and environmental building program for the fiscal year ended 31 December 2016 Bank Mandiri 2016 AGM List of Supporting Material of Agenda
B.2.5 Has an explanation of the dividend policy been provided Bank Mandiri’s website has published dividen policy before performance of GMS. Bank Mandiri 2016 AGM List of Supporting Material of Agenda

Bank Mandiri 2016 AGM Dividend Policy
B.2.6 Is the amount payable for final dividends disclosed? Bank Mandiri’s website has published Agenda of the Meeting regarding distribution of dividend for fiscal year of 2015. Bank Mandiri 2016 AGM List of Supporting Material of Agenda
B.2.7Documents required to be proxy/ Were the proxy documents made easily available?
  • Bank Mandiri’s website has published summons for GMS which among others containing information on the issuance of power by shareholders to their proxies.

  • Bank Mandiri’s website has provided the power of attorney form which is accessible by all shareholders.
Bank Mandiri 2016 AGM Agenda

Bank Mandiri 2016 AGM Power of Attorney
Insider Trading and abusive self-dealing (abuse of authorities) must be banned.
B.3.1Does the company have policies and/or rules prohibiting directors/commissioners and employees to benefit from knowledge, which is not generally available to the market? Bank Mandiri’s website has published code of conduct containing insider trading information. Code of Conduct
B.3.2Are the directors and commissioners required to report their dealings in company shares within 3 business days?
  • Annual reports have been disclosed subscription of shares by one of Board of Directors on 28 October 2015.

  • Such subscription of shares has been published in the Indonesian Stock Exchange’s website on 2 November 2015 (3 business days).
Annual Report Page 121
Related Party Transaction by members of Board of Commissioners and Board of Directors
B.4.1Are Directors and Commissioners required to disclose their interest in transactions and any others conflicts of interest? Regulation of BAPEPAM-LK No. IX.E. stipulates “Conflict of Interest“. During 2015 there are no transactions containing Conflict of Interest by Board of Directors and Board of Commissioners of Bank Mandiri. Annual Report page 810
B.4.2Does the company have a policy requiring a Committee of independent directors/ commissioners to review material/significant RPTs to determine whether they are in the best interests of the company and shareholders? Default by regulationDefault by regulation
B.4.3Does the company have a policy requiring board members (directors/ commissioners) to abstain from participating in the board discussion on a particular agenda when they are conflicted?
  • Article 17 section 16 and article 20 section 15 Articles of Association of Bank Mandiri the members of Board of Directors/Board of Commissioners will not be involved in the decision making in case of available of any Conflict of Interest between them against company.

  • Article 6 Rules of Board of Directors stipulates the provision on Conflict of Interest.
Articles of Association

Rules of Board of Directors

Rules of Board of Commissioners
B.4.4Does the company have policies on loans to directors and commissioners either forbidding this practice or ensuring that they are being conducted at arm's length basis and at market rates? Bank Mandiri’s Annual reports state on loan policy for members of Board of Directors. Annual Report page 623

Loan Policy of Board of Commissioner

Loan Policy of Board of Director
Protection to the minority shareholders against abusive actions
B.5.1Were there any RPTs that can be classified as financial assistance to entities other than wholly-owned subsidiary companies? During 2015 there were no transactions with other related parties other than with Subsidiary Companies. Annual Report page 327
B.5.2Does the company disclose that RPTs are conducted in such a way to ensure that they are fair and at arms' length? All transactions conducted in 2015 were fairly made (arms length) and in compliance with the normal commercial requirements. As indicated by the opinion of the independent auditor of Consolidated Financial Reports FY 2015 without deletions (formerly without qualification) Annual Report page 327
B.5.3In case of related party transactions requiring shareholders approval, is the decision made by disinterested shareholders?

C. Role of Stakeholders

No. RefQuestionImplementation Source Information
C.1.1 Stipulates the existence and scope of the company's efforts to address customers' health and safety? Bank Mandiri’s Annual Reports state the following activities programs:
  1. Customer education,
  2. Customer complaint channel and handling,
  3. Product information services,
  4. Survey on Customer satisfaction.
Annual Report page 845
C.1.2Explains supplier/contractor selection practice? Annual report of Bank Mandiri have disclosed the matters related to supplier/contractor/vendor selection processes, i.e.:
  1. Policies on Procurement of Goods and Services
  2. Basic Principles for Procurement of Goods and Services
  3. Ethics in Procurement of Goods and Services
  4. Procedures for Procurement of Goods and Services
  5. Authorities and responsibilities in Procurement of Goods and Services
  6. Terms for Procurement of Goods and Services
  7. Supplier Competency Development Program
Annual report page 792 – 798

Document Procurement
C.1.3Describes the company's efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development? Annual report of Bank Mandiri have disclosed environmental corporate social responsibility i.e.:
  1. green office Program
  2. Utilization of environmental friendly and recycling material and energy
  3. Proper utilization of water
  4. Paper use (paperless)
  5. Reforestation
  6. Environmental support/aid
Annual report page 860 - 864


Sustainability Report page 217 – 227
C.1.4Elaborates the company's efforts to interact with the communities in which they operate? Annual report of Bank Mandiri have disclosed community corporate social responsibility i.e.:
  1. Community Autonomy Program
  2. Education and Entrepreneurship Autonomy Program
  3. Partnership Program
  4. Philanthropy
.
Annual report page 865 - 878

Sustainability Report page 181 - 214
C.1.5Directs the company's anti-corruption programmers and procedures? Annual report of Bank Mandiri have disclosed the following programs:
  1. Anti-Fraud Strategic
  2. LHKPN
  3. Mechanism of Bank Mandiri’s gratification policy
Annual report page 756, 524-526, 805 – 808


C.1.6Describes how creditors' rights are safeguarded?
Does the company disclose the activities that it has undertaken to implement the above mentioned policies?
C.1.7Customer health and safety The Annual report of Bank Mandiri have disclosed the following activities programs, i.e.:
  1. Customer education,
  2. Means and handling of Customer complaint,
  3. Product information services,
  4. Customer satisfaction survey.
Annual report page 845
C.1.8Supplier/Contractor selection and criteria Annual report of Bank Mandiri have disclosed the matters related to supplier/contractor/vendor selection process, i.e.:
  1. Policies on Procurement of Goods and Services
  2. Basic Principles for Procurement of Goods and Services
  3. Ethics in Procurement of Goods and Services
  4. Procedures for Procurement of Goods and Services
  5. Authorities and responsibilities in Procurement of Goods and Services
  6. Terms and conditions for Procurement of Goods and Services
  7. Supplier Competency Development Program
Annual report page 792 – 798


Document Procurement
C.1.9 Environmentally-friendly value chain Annual report of Bank Mandiri have disclosed environmental corporate social responsibility i.e.:
  1. green office Program
  2. Utilization of environmental friendly and recycling material and energy
  3. Proper utilization of water
  4. Paper use (paperless)
  5. Reforestation
  6. Environmental support/aid
Annual report page 860 - 864

Sustainability Report (page 217 – 227)
C.1.10Interaction with the communities Annual report of Bank Mandiri have disclosed community corporate social responsibility i.e.:
  1. Community Autonomy Program
  2. Education and Entrepreneurship Autonomy Program
  3. Partnership Program
  4. Philanthropy
Annual report page 865 - 878

Sustainability Report page 181 - 214
C.1.11Anti-corruption programmes and procedures Annual report of Bank Mandiri have disclosed the following programs:
  1. Anti-Fraud Strategic
  2. LHKPN
  3. Mechanism of Bank Mandiri’s gratification policy
Annual report page 756, 524-526, 805 – 808
C.1.12Creditors' rights Annual report of Bank Mandiri have disclosed the matters concerning customers Financial Statement Note 36 & 37

Annual report Page 297 - 301
C.1.13Does the company have a separate corporate responsibility (CR) report/section or sustainability report/section? Bank Mandiri has a separate corporate responsibility (CR) section In Annual Reports Annual Reports
C.2.1Does the company provide contact details via the company's website or Annual Report which stakeholders (e.g. customers, suppliers, general public etc.) can use to voice their concerns and/or complaints for possible violation of their rights? Annual reports of Bank Mandiri have disclosed detail of contacts to call Bank Mandiri for customer and other external parties. Annual report page 846
C.3.1Does the company explicitly disclose the health, safety, and welfare policy for its employees? Annual reports and sustainability report of Bank Mandiri have disclosed employee social responsibility including:
  1. Employment practice
  2. Turnover level
  3. Working health and safety practice
  4. Employee satisfaction survey
  5. Employee Working health and safe
Annual report page 854 - 859

Sustainability report page 161 - 162
C.3.2Does the company publish data relating to health, safety and welfare of its employees?
C.3.3Does the company have training and development programs for its employees? Annual reports of Bank Mandiri have disclosed employee development and training programs Annual report page 357 - 361

Sustainability report page 141 - 147
C.3.4Does the company publish data on training and development programs for its employees?
C.3.5Does the company have a reward/compensation policy that accounts for the performance of the company beyond short-term financial measures? Annual reports of Bank Mandiri have disclosed Employee Share Ownership Program and/or Management Share Ownership Program conducted by Company (ESOP/MSOP), covering:
  1. Number of shares for ESOP/MSOP and its realization;
  2. Period;
  3. Requirements for employee and/or management reserving the right;
Annual report page 95 -96
C.4.1Does the company have procedures for complaints by employees concerning illegal (including corruption) and unethical behavior? Annual reports of Bank Mandiri have disclosed whistle blowing system policy containing among others:
  1. Submission of violation report
  2. Protection for whistleblower
  3. Complaints handling
  4. Complaints managing Party
  5. Number of complaints received and processed at the last fiscal year and following up thereto
Annual report page 801 – 804

Sustainability report page 91 - 93

Whistleblowing System
C.4.2Does the company have a policy or procedures to protect an employee/person who reveals illegal/unethical behavior from retaliation? Bank mandiri provides security protection for each and every whistleblower by keeping in confidential his identities (name, address, phone number, email and working unit/company) and or permitting the relevant whistleblower for not disclosing his identities (anonymous). Annual report page 803

Sustainability report page 91

D. Disclosure and Transparency

No. RefQuestionImplementation Source Information
Ownership Structure Transparation
D.1.1 Does the information on shareholdings reveal the identity of beneficial owners, holding 5% shareholding or more? Annual reports of Bank Mandiri have disclosed information concerning shareholders’ identities holding more than 5% of shares. Annual Report Page 118 -120
D.1.2Does the company disclose the direct and indirect (deemed) shareholdings of major and/or substantial shareholders? Annual reports of Bank Mandiri have disclosed information concerning the direct and indirect share ownership. Annual Report Page 118 – 120
D.1.3 Does the company disclose the direct and indirect (deemed) shareholdings of directors (commissioners)? Annual reports of Bank Mandiri have disclosed information concerning ownership of shares by Board of Commissioners Annual Report Page 121
D.1.4Does the company disclose the direct and indirect (deemed) shareholdings of senior management? Annual reports of Bank Mandiri have disclosed information concerning ownership of shares by Members of Board of Directors Annual Report Page 121
D.1.5 Does the company disclose details of the subsidiaries, associates, joint ventures and special purpose enterprises/ vehicles (SPes)/ (SPVs)? Annual reports of Bank Mandiri have disclosed information concerning Subsidiary Companies, Associate Companies and Common Controlled Companies of Bank Mandiri. Annual Report Page 132-228
Does the company’s annual report disclose the following questions :
D.2.1Key Risks Annual reports of Bank Mandiri have disclosed information concerning implementation of Risk management consist of:
  • Risks faced by Bank Mandiri
  • Main Risk by Bank Mandiri
  • Mitigation of Risk
  • Stress Test Risk
  • Annual Report Page 382 – 391
    D.2.2 Corporate Objectives Annual reports of Bank Mandiri have disclosed information concerning:
  • Vision
    Becoming the most admired and progressive Financial Institution in Indonesia
  • Mission
    1. Orientation to fulfillment of market need
    2. Developing professional human resources
    3. Providing maximum benefits for stakeholders
    4. Performing Open Management
    5. Caring to public and environment interest
    Annual Report Page 106 - 107
    D.2.3Financial Performance Indicators Annual reports of Bank Mandiri have disclosed financial performance indicator including:
  • Income Statement Reports
  • Analysis to Financial Statements
  • Cash Flow
  • Comparison Between Target and Realization FY 2016 and Forecast in 2016
  • Annual Report Page 273 - 296
    D.2.4Non Financial Performance Indicators
  • Annual reports of Bank Mandiri have disclosed information concerning non financial performance indicator in form of award and certification received by Bank Mandiri during 2015.
  • Also information on Bank Mandiri’s roles of in developing the national banking industry.
  • Annual Report Page 28 – 33

    Annual Report Page 237 – 239
    D.2.5Dividend Policy Annual reports of Bank Mandiri have disclosed Dividend Policy of Bank Mandiri Annual Report Page 305 - 307
    D.2.6Details of Whistle blowing Policy Annual reports of Bank Mandiri have disclosed information concerning whistle blowing system (Letter to CEO) of Bank Mandiri, among others containing the following matters:
  • Whistle blowing System (Letter To CEO)
  • Progress of Letter To CEO (LTC)
  • LTC Mechanism
  • Objective of LTC
  • Scope of LTC Policy
  • LTC Development Plan
  • LTC Handling Results
  • Annual Report Page 801 – 804
    D.2.7Biographical Details (at least age, qualifications, date of first appointment, relevant experience, and any other directorship of listed companies) of Directors/Commissioner
  • Annual reports of Bank Mandiri have disclosed Profile of members of Board of Commissioners and Board of Directors among others containing the following matters:
    1. Ages of Board of Directors and Board of Commissioners
    2. Qualifications of Board of Directors and Board of Commissioners
    3. Working experiences of Board of Directors and Board of Commissioners at Public Companies
  • Following are members of Board of Commissioners having working experiences at Public Companies:
    1. Mrs. Aviliani (as Independent Commissioners of PT Bank Rakyat Indonesia – Public Company – from 2005 until 2014)
    2. Mr. Bangun Sarwito Kusmuljono (as Commissioner of PT Bank Rakyat Indonesia – Public Company – from 2005 until 2010 and as Commissioner of PT. Bank Negara Indonesia – Public Company – from 2010 until 2015)
  • Following are Members of Board of Directors having working experiences at Public Companies:
    1. Mr. Budi G Sadikin (as Executive Vice President of PT Bank Danamon – Public Company – from 2003 until 2006)
    2. Mr. Sulaiman Arif Arianto (as Director of PT Bank Rakyat Indonesia – Public Company – from 2009 until 2015)
    Annual Report Page 48 – 54

    Annual Report Page 78 – 85
    D.2.8Training and/or continuing education program attended by each directors/commissioners Annual reports of Bank Mandiri have disclosed information concerning competency identification and development program for Board of Commissioners and Board of Directors in 2015. Annual Report Page 591 – 592

    Annual Report Page 618 – 620
    D.2.9Number of Board of Directors /Commissioners meeting held during the year Annual reports of Bank Mandiri have disclosed information concerning implementation of meeting of Board of Commissioners and Board of Directors which among others contain the following matters:
  • Frequency of the meeting
  • Agenda of the meeting
  • Schedule for implementation of the meeting
  • Frequency of attendance of Board of Commissioners and Board of Directors
  • Annual Report Page 575 – 590

    Annual Report Page 613 – 617
    D.2.10details of the attendance of each Directors/commissioners in respect of meeting held
    D.2.11Details of remuneration of the CEO and each member of the Board of Directors/Commissioners
  • Annual reports of Bank Mandiri have disclosed information concerning remuneration policy for Board of Commissioners and Board of Directors which among others containing the following matters:
    1. Structures of remuneration and facilities for Board of Commissioners
    2. Remuneration package and other facilities for Board of Commissioners
    3. Salary, Incentive and Facilities for Board of Directors
    4. Remuneration package and other facilities for Board of Directors
  • In addition, disclosed salary ratio for members of Board of Commissioners and Board of Directors as follows:
    1. salary ratio for members of Board of Commissioners of the highest and the lowest are 1,1 : 1
    2. salary ratio for members of Board of Directors of the highest and the lowest are 1,1 : 1
    3. salary ratio for Board of Directors of the highest and employee of the highest are 1,18 : 1
    Annual Report Page 624 - 630
    D.2.12Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue? Annual reports of Bank Mandiri have disclosed Statement that Bank has complied good corporate governance principle Annual Report Page 514
    Disclosure to Related Transactions
    D.3.1Does the company disclose its policy covering the review and approval of material/significant RPTs? Bank Mandiri’s Annual Reports disclosed the following information:
  • Bank Mandiri has owned the manual for policies and procedures related to provisions and to related parties and/or providing of significant fund (large exposure) in compliance with regulation of Bank Indonesia regarding Legal Lending Limit (BMPK) by Public Bank, SFAS 7 regarding “Disclosure of Related Parties” and Regulation of Bapepam-LK No. KEP-347/BL/2012 dated 25 June 2012 regarding “Presentation and Disclosure of Financial Reports of Issuers or Public Companies” to execute transactions with the related parties.
  • During 2015, Bank Mandiri has executed transactions of providing of fund to related parties in properly manner and based on approval from the Board of Commissioners.
  • Annual Report Page 809 - 810

    Annual Report Page 327
    D.3.2Does the company disclose the name of related party and relationship for each material/significant RPT? Annual reports of Bank Mandiri have disclosed information concerning identities of the related parties having transaction with Bank Mandiri. Annual Report Page 327 – 332
    D.3.3Does the company disclose the nature and value for each material/significant RPTs? Annual reports of Bank Mandiri have disclosed information concerning transaction value executed by Bank Mandiri with the related parties. Annual Report Page 333 – 334
    Disclosure to Transaction of Company Shares Conducted by Members of Board of Directors or Board of Commissioners
    D.4.1Does the company disclose trading in the company’s shares by insiders? Annual reports of Bank Mandiri have disclosed information concerning subscription of shares of Bank Mandiri by the Director of Bank Mandiri during 2015 Annual Report Page 121
    External Auditor and Auditor Report
    D.5.1Are audit fee disclosed? In Annual Reports of Bank Mandiri have been disclosed regarding Audit Services Fee amounted to Rp 5.736 billion, , other attestation services fee amounted to Rp 1.594 billion. Therefore to be concluded that Audit Services Fee was bigger than other attestation services fee. Annual Report Page 771-772
    D.5.2Are the non-audit fees disclosed?
    D.5.3Do the non audit fees exceed the audit fees?
    Does the company use the following modes of communication?
    D.6.1Quarterly Reporting Bank Mandiri publishes quarterly reports in Bank Mandiri’s website as one of communication media to the stakeholders Quarterly Financials
    D.6.2Company website Bank Mandiri has website at address www.bankmandiri.co.id accessible by all stakeholders Main Page
    D.6.3Analyst’s Briefing Bank Mandiri conducts analyst briefing as communication media to the investors Corporate Presentations
    D.6.4Media briefing/ press conferences Bank Mandiri conducts media briefing/press conferences as communication media to the stakeholders Annual Report Page 811 – 814
    Does the company use the following modes of communication?
    D.7.1Are the audited annual financial report/ statement released within 120 days from the financial year end?
  • Bank Mandiri has released the audited financial statement FY 2015 in The Jakarta Post and Bisnis Indonesia on 24 February 2016
  • Bank Mandiri has submitted the Annual Report FY 2015 to Indonesian Financial Service Authority (OJK) on 26 February 2016.
  • Publication in Jakarta Post & Bisnis Indonesia

    Submission to OJK
    D.7.2Is the annual report released within 120 days from the financial year end? Bank Mandiri has published Annual Reports in its website and submitted the relevant Annual Reports during Annual GMS on 21 March 2016 Annual Reports
    D.7.3Is the true and fairness/fair representation of the annual financial statement/reports affirmed by the board of directors/commissioners and/or the relevant officers of the company? All Board of Commissioners and Board of Directors have signed Letter of Statement of Responsibility to Annual Reports FY 2015 Annual Report Page 88
    Website Perusahaan
    D.8.1Business Operations Bank Mandiri’s website has published types of businesses of Bank Mandiri Main Page
    D.8.2Financial statements/reports (current and prior years) Bank Mandiri’s website has published financial reports of Bank Mandiri from Fiscal Year 2002 until 2015 Audited Financials
    D.8.3Materials provided in briefings to analysts and media Bank Mandiri’s website has published information concerning analyst briefing materials. Corporate Presentations
    D.8.4Shareholding structure Bank Mandiri’s website has published information concerning shareholding structure. Shareholding Structure
    D.8.5Group Corporate Structure Bank Mandiri’s website has published information concerning Corporate Structure Group Corporate Structure
    D.8.6Downloadable annual report Bank Mandiri’s website has published Bank Mandiri’s Annual Reports from 2001 until 2015 to be downloaded by the stakeholders. Annual Reports
    D.8.7Notice of AGM and/or EGM Bank Mandiri’s website has published the announcement of Annual GMS and Extraordinary GMS Annual General Meeting

    Extraordinary General Meeting
    D.8.8Minutes of AGM and/or EGM Bank Mandiri’s website has published summary of minutes of Annual GMS and Extraordinary GMS Annual General Meeting

    Extraordinary General Meeting
    D.8.8Company’s constitution (company’s by-laws, memorandum and articles of associations) Bank Mandiri’s website has published Articles of Association of Bank Mandiri Articles of Associaton
    Investor Relations
    D.9.1Does the company disclose the contact details of the officer responsible for investor relations In the website and annual reports have been included the contact details of Bank Mandiri for the stakeholders Annual Report Page 137

    Contact Us

    E. Responsibilities of the Board

    No. RefQuestionImplementation Source Information
    E.1.1 Does the company disclose its corporate governance policy/ board charter? Bank Mandiri’s website has published some policies related to corporate governance, i.e. GCG Charter, Code of conduct, business ethics, whistle blowing system, and corruption prevention. Governance Document

    Committee Charter
    E.1.2Are the types of decisions requiring board of Directors/ Commissioners approval disclosed? Article 16 section 7 of the Articles of Association of Bank Mandiri has disclosed resolutions of Board of Directors should obtain written approval from Board of Commissioners. Articles of Association
    E.1.3 Are the code of Conduct and responsibilities of the board of Directors/ Commissioners clearly sated? Annual reports of Bank Mandiri have disclosed information concerning tasks, responsibilities and authorities of Board of Commissioners and Board of Directors. Annual Report page 568 – 570

    Annual Report page 602 - 612
    E.1.4Does the company have a vision and mission statement? Annual reports of Bank Mandiri have disclosed information concerning:
  • Vision
    Becoming the most admired and progressive Financial Institution in Indonesia

  • Mission
    1. Orientation to fulfillment of market need
    2. Developing professional human resources
    3. Providing maximum benefits for stakeholders
    4. Performing Open Management
    5. Caring to public and environment interest
    Annual Report page 106 - 107
    E.1.5 Has the board review the vision and mission/ strategy in the last financial year? Annual reports of Bank Mandiri have disclosed vision, mission, long term planning and strategies FY 2016 as well as information on sustainability of the Company’s businesses to be annually evaluated for achievements of it. Annual Report page 106 – 107

    Annual Report page 336 - 338
    E.1.6Does the board of Directors monitor/ oversee the implementation of the corporate strategy?
    E.2.1 Are the details of the code of ethics or conduct disclosed?
  • Annual reports of Bank Mandiri have disclosed the code of conduct, containing among others:
    1. Contents of code of ethics
    2. Disclosure that code of ethics will be applied for all organization level
    3. Distribution of code of ethics
    4. Effort of enforcement and sanction for violation to code of ethics
    5. Statement regarding culture of the company
  • Bank Mandiri’s website has published the code of conduct and business ethics
  • Annual Report page 773 - 779

    Governance Document
    E.2.2Does the company disclose that all directors/ commissioners, senior management and employees are required to comply with the code?
    E.2.3Does the company discloses how it implements and monitors compliance with the code of ethics or conduct?
    E.2.4Do independent directors/ commissioners make up at least 50% of the board of directors/ commissioner
  • According to results of Annual GMS dated 21 March 2016, more than 50% from total Commissioners of Bank Mandiri are Independent Commissioners

  • Bank Mandiri’s website has published information concerning status of each members of Board of Commissioners
  • Bank Mandiri 2016 AGM Result
    E.2.5Are the independent directors/ commissioner independent of management and major/ substantial shareholders? Annual reports of Bank Mandiri have disclosed the financial relationship and family relationship of members of Board of Commissioners and/or Board of Directors with the majority shareholders Annual Report page 566
    E.2.6Does the company have a term limit of nine years or less for its independent directors/ commissioner? Pursuant to Article 15 section 8 and article 18 section 7 of the Articles of Association stated that Board of Commissioners and Board of Directors are appointed for a period of 5 (five) years calculated as of the closing of GMS related to the relevant appointment. After the end of services period, members of Board of Commissioners and Board of Directors may be re-appointed by GMS for a period of 1 (one) time of the term of office. Articles of Association
    E.2.7Has the company set a limit of five board seats that an individual independent/ non- executive director/ commissioner may hold simultaneously?
  • Pursuant to Regulation of Bank Indonesia No.8/14/PBI/2006 dated 30 October 2006 regarding implementation of GCG for Public have been stipulated as follows:

    1. Article 7 states that members of Board of Commissioners may only have a double position as a member of Board of Commissioners or executive Officer within 1 (one) company other than a financial institution and member of Board of Commissioners, Board of Directors and executive officer conducting supervision function at 1 (one) subsidiary company other than a bank controlled by the Bank.
    2. Article 22 states that members of Board of Directors are prohibited holding a double position as members of Board of Commissioners, Board of Directors or executive officer in a Bank, company and/or other institutions.
  • Article 15 sections 18 and article 18 sections 15 of the Articles of Association stipulates that Board of Directors and Board of Commissioners are prohibited holding a double position which may lead to any Conflict of Interest and positions prohibited by the applicable regulation.
  • Regulation of Bank Indonesia 8/14/PBI/2006

    Annual Report page 565 and 602

    Articles of Association
    E.2.8Does the Company have any executive directors who serve on more than two boards of listed companies outside of the group? Annual Reports of Bank Mandiri have disclosed information that the Board of Directors have no double positions. Regulation of Bank Indonesia 8/14/PBI/2006

    Annual Report of page 602

    Articles of Association

    Management Team
    E.2.9Does the company have a nominating Committee?
  • Bank Mandiri has established Remuneration and Nomination Committee lead by the Independent Commissioner and having its majority members of Independent Commissioners.
  • Bank Mandiri’s website has published Remuneration and Nomination Committee Charter which among others stipulates tasks and responsibilities of Remuneration and Nomination Committee
  • Annual Reports of Bank Mandiri has disclosed the Remuneration and Nomination Committee, covering:
    1. Name, position, curriculum vitae of members of Remuneration and Nomination Committee
    2. Independency of members of Remuneration and Nomination Committee
    3. Job and responsibilities description
    4. Description on implementation of activities for members of Remuneration and Nomination Committee
    5. Frequency of meetings and level of attendance of members of Remuneration and Nomination Committee
  • Annual Reports of Bank Mandiri has disclosed information that the meeting of Remuneration and Nomination Committee have been held for 10 (ten) times and information concerning level of attendance by members of Remuneration and Nomination Committee in each meeting held.
  • Annual report page 651 – 660


    Remuneration and Nomination Committee Charter


    Committee Composition
    E.2.10Is the chairman of the nominating Committee an independent director/commissioner?
    E.2.11Does the Annual Report contain a statement confirming the company’s full compliance with the code of corporate governance and where there is non-compliance, identify and explain reasons for each such issue?
    E.2.12Does the company disclose the terms of reference/ governance structure/ charter of the nominating Committee?
    E.2.13Did the nominating Committee meet at least twice during the year?
    E.2.14Is the attendance of members at nominating Committee meetings disclosed?
    E.2.15Does the company have a remuneration Committee?
    E.2.16Does the remunerating Committee comprise of a majority of independent directors/ commissioner?
    E.2.17Is the chairman of the remuneration Committee an independent director/ commissioner?
    E.2.18Does the company disclose the terms of reference/ governance structure/ charter of the remuneration Committee?
    E.2.19Did the remuneration Committee meet at least twice during the year?
    E.2.20Is the attendance of members at remuneration Committee meeting disclosed?
    E.2.21Does the company have an audit Committee?
  • Bank Mandiri has an Audit Committee lead by the Independent Commissioner and having its majority members of the Independent Commissioners and Independent Parties.
  • Bank Mandiri’s website has published the Audit Committee Charter which among others stipulates tasks and responsibilities of Athe udit Committee
  • Annual Reports of Bank Mandiri has disclosed the Audit Committee, covering:
    1. Name, position, curriculum vitae of members of Audit Committee
    2. Independency of members of Audit Committee
    3. Job and responsibilities description
    4. Description on implementation of activities for members of Audit Committee
    5. Frequency of meetings and level of attendance of Audit Committee
    Annual report page 642 -651


    Audit Committee Charter


    Committee Composition
    E.2.22Does the audit Committee comprise entirely of non executive director/commissioner with a majority of independent directors/commissioner?
    E.2.23Is the chairman of the audit Committee an independent director/ commissioner?
    E.2.24Does the company disclose the terms of reference/ governance structure/ charter of the audit Committee?
    E.2.25Does the Annual Report disclose the profile or qualification of the Audit Committee members? Annual Reports of Bank Mandiri has disclosed the information on profile of members of Audit Committee who, one of the members of Audit Committee has expertise in accounting.
    E.2.26Does at least one of the independent directors/ commissioner of the Committee have accounting expertise (accounting qualification or experience)?
    E.2.27Did the Audit Committee meet at least four times during the year? Annual Reports of Bank Mandiri has disclosed the information that meeting of Audit Committee have been held for 23 (twenty three) times and information concerning level of attendance by members of Audit Committee in each meeting held
    E.2.28Is the attendance of members at audit Committee meetings disclosed?
    E.2.29Does the Audit Committee have primary responsibility for recommendation on nomination, and removal of the External Auditor? Annual Reports of Bank Mandiri has disclosed the tasks and responsibilities of Audit Committee which among others containing information that Audit Committee provides recommendation to Board of Commissioners on nomination and termination of Public Accountant and Public Accountant Office. Annual report page 647
    E.3.1Is the board of directors meetings scheduled before the start of financial year? Bank Mandiri’s website has published information on schedule of meeting of Board of Directors and Board of Commissioners for the next following 1 (one) year Meeting Schedule of Board of Directors

    Meeting Schedule of Board of Commissioners

    E.3.2Does the board of directors/ commissioner met at least six times per year? Annual Reports of Bank Mandiri has disclosed information that during 2015 meeting of Board of Directors have been held for 50 (fifty) times, meetings of Board of Commissioners have been held for 22 (twenty two) times. Annual report page 574 - 590

    Annual report page 613 – 616

    E.3.3Has each of the directors/ commissioners attended at least 75% of all the board meetings held during the year? Annual Reports of Bank Mandiri has disclosed information that level of attendance for each member of Board of Directors and Board of Commissioners in those meeting is more than 75% from the total meetings held. Annual report page 574 – 590

    Annual report page 613 - 616
    E.3.4 Does the company require a minimum quorum of at least 2/3 for board decisions? Article 17 section 9 and 10 of the Articles of Association stated that:
    1. Meeting of Board of Directors shall be valid and reserve the right to take binding resolution if more than ½ (half) part from total members of Board of Directors are present or represented in the meeting
    2. Resolution of meeting of Board of Directors must be taken based on amicable negotiation. If reach no resolution based on amicable negotiation, then resolution will be taken by way of voting based on the affirmative votes of more than ½ (half) part from total votes cast in the meeting.
    3. Bank Mandiri is currently revising the document related to minimum quorum in order to synchronized it with best practice of 2/3 quorum.
    Articles of Association
    E.3.5Did the non-executive directors/ commissioners of the company meet separately at least once during the year without any executives present? Annual reports of Bank Mandiri have disclosed information concerning frequency of performance of meeting of Board of Directors and Board of Commissioners during 2015, as follows:
  • Meeting of Board of Directors have been held for 50 (fifty) times by the absence of members of Board of Commissioners. While meeting of Board of Directors by inviting Board of Commissioners for 3 (three) times.
  • Meeting of Board of Commissioners have been held for 22 (twenty two) times by the absence of members of Board of Directors. While meeting of Board of Commissioners by inviting Board of Directors for 13 (thirteen) times.
  • Annual Report page 574 – 590

    Annual report page 597 – 600
    E.3.6Are board papers for board of directors/ commissioner meetings provided to the board at least five business days in advance of the board meeting?
  • Article 10 Code of Conduct of Board of Commissioners stipulates that the materials for meeting of Board of Commissioners will be distributed to all participants of the meeting within the latest of 5 (five) days before the meeting, except otherwise for the meeting which is out of the schedule, material for meeting must be distributed before performance the meeting.
  • Article 14 Code of Conduct of Board of Directors stipulates that the material for meeting of Board of Directors will be distributed to all participants of the meeting within the latest of 5 (five) days before the meeting, except otherwise out of the scheduled, material for meeting are to be distributed before performance the meeting
  • Code of Conduct of Board of Directors


    Code of Conduct of Board of Commissioners
    E.3.7Does the company secretary play a significant role in supporting the board in discharging its responsibilities? Annual reports of Bank Mandiri have disclosed information concerning the following tasks and functions of Corporate Secretary:
    1. Name and curriculum vitae of the corporate secretary
    2. Description on implementation of tasks of corporate secretary
    3. Training program under the framework of developing competency of the corporate secretary
    Annual Report Page 717 - 720
    E.3.8Is the company secretary trained in legal, accountancy or company secretarial practices? Annual reports of Bank Mandiri have disclosed information that corporate secretary has followed accounting, legal and secretarial trainings Annual report page 704

    E.3.9Does the company disclose the criteria used in selecting new directors/ commissioner? Annual reports of Bank Mandiri have disclosed information concerning criteria and procedures for selection of members of Board of Commissioners and Board of Directors as well as replacement of Board of Directors. Annual report page 558 – 559

    Annual Report page 595 – 596

    Annual Report page 623
    E.3.10Does the company disclose the process followed in appointing new directors/ commissioner?
    E.3.11Are all the directors/ commissioners subject to re-election at least once every three years? Article 15 section 8 and article 18 section 7 Articles of Association state that Board of Commissioners and Board of Directors are nominated for a period of 5 (five) years calculated as of the closing of the GMS for the relevant appointment. After the end of the term of office, members of Board of Commissioners and Board of Directors may be reappointed nominated by GMS for another 1 (one) the term of office. Articles of Association
    E.3.12Does the company disclose its remuneration (fees, allowances, benefits-in-kind and other emoluments) policy (i.e. the use of short term and long term incentives and performance measures) for its executive directors and CEO?
  • Annual reports of Bank Mandiri have disclosed information concerning remuneration policy for Board of Commissioners and Board of Directors among others containing the following matters:

    1. Structure of remuneration and facilities for Board of Commissioners
    2. Remuneration package and other facilities for Board of Commissioners
    3. Salary, allowance and facilities for Board of Directors
    4. Remuneration package and other facilities for Board of Directors
  • In addition, have also been disclosed the ratio of salary for members of Board of Commissioners and Board of Directors as follows:

    1. Ratio of salary for members of Board of Commissioners of the highest and the lowest is 1.1 : 1
    2. Ratio of salary for members of Board of Directors of the highest and the lowest is 1.1 : 1
    3. Ratio of salary for Board of Directors of the highest and employee of the highest is 1,18 : 1
    Annual report page 624 - 630

    Financial Statement Note 55
    E.3.13Is there disclosure of the fee structure for non-executive director/ commissioner?
  • Annual reports of Bank Mandiri have disclosed information that according to members of Board of Commissioners chairman / member of Committee shall receive no additional income from the referred position other than income as members of Board of Commissioners/ Supervisory Committee.

  • But, for members of the Committee from other parties (Independent Parties) will be provided with honorarium at an amount specified by Board of Commissioners.
  • Annual report page 639, 647, 657 and 666

    Annual Report Page 626 – 627
    E.3.14Do the shareholders or the board of directors approve the remuneration of executive directors and/or the senior executive? Board of Directors and honorarium for members of Board of Commissioners shall be made based on agreement by the shareholders in GMS, as follows:
  • In the third agenda of GMS on 21 March 2016 had been decided salary for members of Board of Directors and honorarium for members of Board of Commissioners of the Company FY 2016 including the dividend bonus (tantiem) for members of Board of Directors and Board of Commissioners of the Company FY ended 31 December 2015.
  • In the fourth agenda of GMS on 16 March 2015 had been decided salary for members of Board of Directors and honorarium for members of Board of Commissioners of the Company 2015 including performance tantiem for members of Board of Directors and Board of Commissioners of the Company FY ended 31 December 2014.
  • Bank Mandiri 2016 AGM Result
    E.3.15Do independent non-executive directors/ commissioner receive option, performance shares or bonuses? Annual reports of Bank Mandiri have disclosed information concerning remuneration for Board of Commissioners and Board of Directors which among others containing the following maters:
    1. Structure of remuneration and facilities for Board of Commissioners
    2. Remuneration package and other facilities for Board of Commissioners
    3. Salary, allowance and facilities for Board of Directors
    4. Remuneration package and other facilities for Board of Directors
    Annual report page 624 - 630

    Bank Mandiri 2016 AGM Result
    E.3.16Does the company have a separate internal audit function?
  • Bank Mandiri has its own internal audit unit lead by Mrs. Mustaslimah (Senior Executive Vice President of Bank Mandiri)
  • Annual reports of Bank Mandiri have disclosed information concerning internal audit which among others containing the following maters:
    1. Profile of head of internal audit unit
    2. Number of staff (internal auditor) in the internal audit unit
    3. internal audit Professional certification
    4. Position of internal audit unit
    5. Party appoints/ terminates head of internal audit unit
    Annual report page 741 – 757

    Internal Audit
    E.3.17Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed?
    E.3.18Does the nomination and removal of the internal auditor require the approval of the Audit Committee?
  • Article 11 section 3 Regulation of Bank Indonesia No. 1/6/PBI/1999 stipulates that the Head of Internal Audit Working Unit (SKAI) shall be appointed and terminated by President Director upon approval of Board of Commissioners
  • Annual reports of Bank Mandiri have disclosed information that nomination and termination of head of internal audit unit will be made based on approval from Board of Commissioners and/or Audit Committee.
  • Annual report page 742
    E.3.19Does the company disclose the internal control procedures/risk management systems it has in place?
  • Annual Reports of Bank Mandiri have disclosed internal control procedures/risk management systems of Bank Mandiri
  • Annual report page 382 – 391

    Annual Report page 721 - 725
    E.3.20Does the annual report disclose that the board directors/ commissioners have conducted a review of the company’s material controls (including operational, financial and compliance controls) and risk management system? Annual reports of Bank Mandiri have disclosed information concerning supervision activities by Board of Commissioners consisting of 10 (ten) main aspects for supervision, they are:
    1. Fund raising
    2. Distribution of fund
    3. Capitalization
    4. Risk Management
    5. Internal Control
    6. Implementation of Good Corporate Governance
    7. Compliance
    8. Internal Control
    9. Information and Technology
    10. Non-Organic growth
    Annual Report page 44
    E.3.21Does the company disclose how key risks are managed? Annual reports of Bank Mandiri have disclosed information risk management, which among others containing the following maters:
  • Bank Mandiri classifies risk management into 8 (eight) risks, they are:
    1. Credit Risk
    2. Market Risk
    3. Liquidity Risk
    4. Operational Risk
    5. Legal Risk
    6. Strategic Risk
    7. Reputation Risk
    8. Compliance Risk
  • Bank Mandiri has defined key risk as focus for management of the Bank in 2015.
  • In general, credit risk management will be made during front end, middle end, and back end credit process. Management of market risk and liquidity risk are conducted through limit system. While operational risk management is made to banking products and activities through regular review process by reviewer unit.
  • Annual report page 382 – 391
    E.3.22Does the annual report contain a statement from the board of directors/ commissioner or Audit Committee commenting on the adequacy of the company’s internal controls/ risk management system? Annual reports of Bank Mandiri have disclosed statement of Audit Committee stating that internal control system of Bank Mandiri considered has been effectively and properly operate as of reflected from effective implementation of internal controls, i.e. internal audit, risk management, financial compliance and operational control functions. Annual report page 651
    E.4.1Do different persons assume the code of Conduct of chairman and CEO? Bank Mandiri’s website disclosed summary of minutes of GMS and minutes of GMS that among others contained results of decision at the 7th (seventh) agenda of GMS on 21 March 2016 that was transfer of assignment of Mr. WIMBOH SANTOSO who was President Commissioner into President Commissioner plus double position as Independent Commissioner with the term of office continuing the the term of office based on resolution of the relevant Extraordinary general Meeting of Shareholders. Annual Report page 50 and page 80


    Board of Commisioners


    Board of Directors
    E.4.2Is the chairman an independent director/ commissioner? Bank Mandiri’s website disclosed summary of minutes of GMS and minutes of GMS that among others contained results of decision at the 7th (seventh) agenda of GMS on 21 March 2016 that was transfer of assignment of Mr. WIMBOH SANTOSO who was President Commissioner into President Commissioner plus double position as Independent Commissioner with the term of office continuing the the term of office based on resolution of the relevant Extraordinary general Meeting of Shareholders. Bank Mandiri 2016 AGM Result
    E.4.3Are any of the directors a former CEO of the company in the past 2 years? Annual reports of Bank Mandiri have disclosed information concerning profile of Board of Directors including carrier milestones of Board of Directors of Bank Mandiri in the last 2 (two) years. Annual Report page 78 – 85
    E.4.4Are the role and responsibilities of the chairman disclosed? Annual reports of Bank Mandiri have disclosed information that President Commissioner having tasks and responsibilities in performing supervisory functions as the other Board of Commissioners. But, President Commissioner has other special tasks, i.e.:
    1. Conduct written summons of meeting of Board of Commissioners submitted to all members of Board of Commissioners by attaching agenda, date, time and venue of the meeting; and
    2. Acting as Chairman of meeting of Board of Commissioners
    Annual report page 568
    E.4.5Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? Annual reports of Bank Mandiri have disclosed information concerning profiles of Board of Directors and Board of Commissioners including carries milestones of Board of Directors and Board of Commissioners of Bank Mandiri in banking or non-banking sectors. Annual report page 48 -54

    Annual Report page 78 – 85
    E.4.6Does the company disclose a board of directors/ commissioner diversity policy? Annual reports of Bank Mandiri have disclosed information concerning various composition of Board of Commissioners and Board of Directors of Bank Mandiri by considering elements of various expertise, educational backgrounds, experiences, ages and gender Annual report page 563

    Annual report page 599
    E.5.1Does the company have orientation programs for new director/ commissioner? Annual reports of Bank Mandiri have disclosed information concerning identification program for the new members of Board of Commissioners and Board of Directors Annual report page 591

    Annual report page 618
    E.5.2Does the company have a policy that encourages directors/ commissioner to attend on-going or continues professional education programs? Annual reports of Bank Mandiri have disclosed development programs for members of Board of Commissioners and Board of Directors in form of training, workshop, and seminar whether organized locally or abroad. Annual report page 591 - 592

    Annual report page 618 - 620
    E.5.3Does the company disclose how the board of directors/ commissioners plans for the CEO/ Managing Management? Annual reports of Bank Mandiri have disclosed information concerning talent & replacement management program with the purpose of preparing future leadership regeneration in compliance with the applicable terms Annual report page 623
    E.5.4Does the board of directors/ commissioner conduct an annual performance assessment of the CEO/ Managing Director/ President? Annual reports of Bank Mandiri have disclosed information concerning performance assessment to Board of Directors, including President Director, which among others containing the following maters:
    1. The Party conducting appraisal to performance of Board of Directors will be Board of Commissioners, GMS, and Bank Indonesia/Financial Service Authority
    2. The Party conducting appraisal on the performance of Board of Commissioners are GMS and Bank Indonesia/Financial Service Authority
    3. Procedures and criteria / indicator used for conducting appraisal to Board of Directors and Board of Commissioners
    4. The assessor Party
    Annual report page 593 - 594

    Annual report page 620 - 622
    E.5.5Is an annual performance assessment conducted of the board of director/ commissioner?
    E.5.6Does the company disclose the process followed in conducting the board assessment?
    E.5.7Does the company disclose the criteria used in the board assessment?
    E.5.8Is an annual performance assessment conducted of individual director/ commissioner? Annual reports of Bank Mandiri have disclosed information concerning :
    1. Assessment to Performance of Board of Commissioners

    2. Evaluation results to performance of Board of Commissioners in its entirety and performance of each Board of Commissioners individually constitutes integral under compensation/incentive scheme for Board of Commissioners and base of consideration for the Shareholders for termination and/or re-nomination of the relevant Board of Commissioners

    3. Assessment to Performance of Board of Directors

    4. Measurement of success to performance of Board of Directors constitutes result of the works by Board of Directors as reflected in the realization of Corporate Budgeting Working Plan (RKAP) as integral of it. Appraisal to Board of Directors will be made annually to review performance of each Board of Directors in performing their tasks and obligations according to their working sector.
    Annual report page 593 – page 622
    E.5.9Does the company disclose the process followed in conducting the director/ commissioner? Annual reports of Bank Mandiri have disclosed information concerning :
    1. Procedures for Implementation of Performance Assessment of Board of Commissioners
    2. Implementation of assessment to performance of Board of Commissioners is to be conducted based on assessment criteria related implementation so tasks and responsibilities of Board of Commissioners covering structure and operational aspect, briefing and supervising as well as reporting. Board of Commissioners shall present its performance in front of GMS

    3. Procedures for Implementation of Performance Assessment of Board of Directors
    4. Assessment to performance of Board of Directors is to be conducted based on achievement target and Key Performance Indicator (KPI) have been jointly agreed at the beginning of the year according to tasks and responsibilities of each Board of Directors. KPI of each members of Board of Directors shall refer to 4 (four) assessment aspects, they are financial, people, process and customer. Weighing of assessment criteria shall vary between one member of Board of Directors with the other members of Board of Directors based on their respective tasks and functions.
    Annual report page 593 – 594

    Annual report page 620 – 622
    E.5.10Does the company disclose the criteria used in the director/ commissioner assessment? Annual reports of Bank Mandiri have disclosed information concerning :

  • Indicator (criteria) of Performance Evaluation to Board of Commissioners
  • Board of Commissioners of Bank Mandiri realizes the importance of performing regular performance assessment as part of its accountability. The assessment is to be made annually under the following performance evaluation indicators:
    1. Implementation of Supervisory Task and Function by Board of Commissioners in compliance with Articles of Association;
    2. Compliance to the applicable regulation of laws as well as Corporate Policies;
    3. Health level of the Bank;
    4. Level of attendance in the Meeting of Board of Commissioners as well as meeting with the existing Committee;
    5. Involvement of Board of Commissioners in certain assignments.
  • Indicator (criteria) of Performance Evaluation to Board of Directors
  • The assessment is to be made annually under the following performance evaluation indicators:
    1. Implementation of management tasks and functions by Board of Directors in compliance with Articles of Association.
    2. Compliance to the applicable regulation.
    3. Health level of the Bank.
    4. Level of attendance in the Meeting of Board of Directors as well as meeting with Committees.
    5. Involvement of Board of Directors in certain assignments.
    6. Key Performance Indicator of each members of Board of Directors.
    Annual report page 593 and 621
    E.5.11Is an annual performance assessment conducted of the board of directors/ commissioner Committees? Annual reports of Bank Mandiri have disclosed information concerning :
  • Committees under Board of Commissioners consist of Audit Committee, Remuneration and Nomination Committee, Risk Monitoring Committee, Integrated Management Committee. Committees under Board of Commissioners will be evaluated and assessed by Board of Commissioners for the purpose of electivity improvement for implementation of activities and performance of Committee in the future days.

    Committees under Board of Directors consist of Asset & Liabilities Committee, Retail & Business Committee, Wholesale Executive Committee, Risk Management Committee, Human Capital Policy Committee, Information Technology Committee, Capital & Subsidiaries Committee, Credit Committee, and Integrated Risk Committee. Committees under Board of Directors will be evaluated and assessed by Board of Directors for the purpose of electivity improvement for implementation of activities and performance of Committee in the future days. Based on such assessment, performance of Committees under Board of Directors of Bank Mandiri considered under category of Good.
  • Annual report page 642, 651, 660, 661 and 716

    F. Bonus

    No. RefQuestionImplementation Source Information
    A.1.1 Does the company allow the use of secure electronic voting in absentia at the general meetings of shareholders? In Bank Mandiri’s website has been published the voting mechanism using voting card with electronic calculation. Bank Mandiri 2016 AGM Highlights (English)
    B.1.1 Does the company release its notice of AGM (with detailed agendas and explanatory circulars), as announced to the exchange, at least 28 days before the date of the meeting? Notification with due regard to GMS of Bank Mandiri was made on 11 February 2016, less than 28 days from the date of meeting on 21 March 2016. 2016 AGM Announcement (English)
    C.1.1 Does the company practice integrated report on its annual report? Bank Mandiri has maintained the Sustainabilty Report apart from the Annual Report Annual Reports
    D.1.1 Are the audited Annual Report/ statement released within 60 days from the financial year end?
    • Bank Mandiri has released the audited financial statement FY 2015 in The Jakarta Post and Bisnis Indonesia on 24 February 2016

    • Bank Mandiri has submitted the Annual Report FY 2015 to Indonesian Financial Service Authority (OJK) on 26 February 2016.
    Publication in Jakarta Post & Bisnis Indonesia

    Submission to OJK
    D.1.2 Does the company disclose details of remuneration of the CEO? Under Bank Mandiri’s Annual Report have been disclosed the remuneration policies for Board of Directors and Board of Commissioners Annual Report Page 626 – 627 & Page 629 - 630
    E.1.1 Does the company have at least one female independent director/commissioner? Bank Mandiri has females Independent Commissioner as the Head of Audit Committee namely Mrs. Aviliani Management Team
    E.2.1 Does the nominating committee comprise entirely of independent directors/commissioner? At this moment the members of Bank Mandiri’s Remuneration and Nomination Committee consist of the Independent Commissioner and Independent Party. Remuneration & Nomination Committee
    E.2.2 Does the nominating committee undertake the process of identifying the quality of directors aligned with the company’s strategic directors? Bank Mandiri’s website has disclosed the Remuneration and Nomination Committee Charter, whose tasks and duties are as follows:

    • Organizing, performing and analyzing nomination criteria and procedures for the candidates of Board of Directors and Board of Commissioners

    • Identifying the qualified candidates of Board of Directors and Board of Commissioners whether from internal or external to be promoted/appointed as the Board of Directors or Board of Commissioners
    Remuneration & Nomination Committee Charter -
    E.3.1 Does the company use professional search firms or other external sources of candidates (such as director database set up by director or shareholder bodies) when searching for candidates to the board of director/ commissioners? Bank Mandiri has disclosed the engagement of appraiser company for the purpose of selection of candidates of Board of Directors and Board of Commissioners under Annual Report that is among others PT Daya Dimensi Indonesia. Annual Report page 660
    E.4.1Do independent non executive directors/ commissioners make up more than 50% of the board of directors/ commissioners? In compliance with resolutions of the Annual General Meeting of Shareholders of Bank Mandiri on 21 March 2016, more than 50% of Board of Commissioners in Bank Mandiri are Independent Commissioners. 2016 AGM Results (English)
    E.5.1Does the company have a separate level risk committee?
    • Bank Mandiri has disclosed about this matter in the Annual Report on Risk Monitoring Committee (under supervision of Board of Commissioners) and Risk Management Committee (under supervision of Board of Directors). Bank Mandiri also has Integrated Risk Committee that supervised the implementation of risk management in Mandiri Group.

    • Disclosing Bank Mandiri’s Corporate Governance Structure in Annual Report FY 2015
    Annual report page 660 – 671 & page 689 – 693 & page 708 – 711


    Annual Report page 512