The Board of Commissioners Guidelines are a reference for Commissioners in carrying out their duties and responsibilities in managing the Company in accordance with the principles of Good Corporate Governance, namely Transparency, Accountability, Independency, Fairness, as well as meeting the values and work ethics of MNC Bank. This work guideline is prepared based on the rules that apply to MNC Bank as a corporation, commercial bank, capital market, and internal regulations of the articles of association and the results of the decision of the General Meeting of Shareholders (GMS).
The Board of Commissioners is required to carry out its duties, authorities, and responsibilities in good faith, with a sense of responsibility and due diligence, while upholding the principle of independence. The duties of the Board of Commissioners are as follows:
1. To carry out their duties, authority, and responsibilities in good faith, with full responsibility, caution, and independence.
2. To ensure the implementation of good corporate governance in all business activities of the Bank at every level of the organization, which must be reflected in:
» The performance of duties and responsibilities by the Board of Commissioners and the Board of Directors;
» The implementation of compliance functions, internal auditors, and external auditors;
» The implementation of risk management, including internal control systems;
» The provision of funds to related parties and large exposures;
» The Bank’s strategic plan;
» Transparency of the Bank’s financial and nonfinancial condition.
3. To oversee the performance of the Board of Directors’ duties and responsibilities and provide advice to the Board of Directors.
4. In carrying out the oversight, the Board of Commissioners shall direct, monitor, and evaluate the implementation of the Bank’s strategic policies.
5. In carrying out the oversight, the Board of Commissioners is prohibited from being involved in operational decision-making activities of the Bank, except for:
» The provision of funds to related parties as regulated in the Financial Services Authority regulation on the Maximum Limit of Credit Provision for Commercial Banks;
» Other matters stipulated in the Bank’s Articles of Association or applicable laws and regulations.
6. Decisions made by the Board of Commissioners, as mentioned in point (5), are part of the Board’s oversight duties and responsibilities, and do not absolve the Board of Directors from their responsibility for the management of the Bank.
7. To actively oversee the implementation of risk management in all Bank activities, which at a minimum includes:
» Approving and evaluating risk management policies;
» Evaluating the Board of Directors’ accountability for implementing risk management policies;
» Evaluating and deciding on requests from the Board of Directors related to transactions requiring the approval of the Board of Commissioners.
The responsibilities of the Board of Commissioners are as follows:
1. Each member of the Board of Commissioners is jointly responsible for any loss incurred by the Bank due to mistakes or negligence by the members of the Board of Commissioners in carrying out their duties.
2. A member of the Board of Commissioners cannot be held responsible for the Bank’s losses if they can prove:
» The loss was not due to their mistake or negligence;
» They have carried out their duties in good faith, with full responsibility and caution, in the interest of and in accordance with the Bank’s purpose and objectives;
» They have no conflict of interest, either directly or indirectly, regarding actions that caused the loss;
» They have taken actions to prevent or halt the loss from continuing.
3. Decisions made by the Board of Commissioners are part of their oversight function, and do not absolve the Board of Directors from their responsibility for the management of the Bank.
4. In accordance with the provisions of the Limited Liability Company Law, each member of the Board of Commissioners is fully personally responsible for the company’s losses if they are found guilty or negligent in carrying out their duties of overseeing and advising the Board of Directors for the benefit of the company, with the stipulation that the extent of such responsibility is limited to their errors and negligence.
5. The Board of Commissioners oversees the implementation of the Board of Directors’ responsibilities concerning compliance with the Financial Services Authority regulations related to Consumer and Public Protection, which includes obligation to act in good faith in carrying out their business activities and are prohibited from discriminating against consumers in their business operations, as regulated by the POJK No. 22 Tahun 2023 on Consumer and Public Protection in the Financial Services Sector.
