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ARTICLE OF ASSOCIATION PT BANK CIMB NIAGA Tbk
NAME AND DOMICILE
ARTICLE 1
1.1. This Company shall be named Limited Liability
Company “PT BANK CIMB NIAGA Tbk” (hereinafter
referred to as the “Company”), domiciles and has
main office in South Jakarta.
1.2. The Company may open offices or establish branch
offices, sub-branch offices, representative
offices, or other business units elsewhere,
inside or outside the territory of the Republic
of Indonesia as set out by the Board of
Directors, with the approval of the Board of
Commissioners.
DURATION OF COMPANY
ARTICLE 2
This Company shall be established for indefinite period
since 1-12-1955 (the first day of December one thousand
nine hundred fifty five). Its articles of association
have been ratified through Stipulation of Minister of
Justice of the Republic of Indonesia dated 1-12-1955
(the first day of December one thousand nine hundred
fifty five) number J.A5/110/15.
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PURPOSE, OBJECTIVE, AND BUSINESS ACTIVITIES
ARTICLE 3
3.1. Purpose and objective of the Company shall be
running business in field of General Bank.
3.2. Primary Business Activities:
To achieve the purpose and objective above, the
Company may run primary activities as follows:
a. Raise fund from the community in forms of
deposit such as giro, term deposit,
certificate of deposit, saving and/or other
equal forms;
b. Grant credit;
c. Issue debt acknowledgment;
d. Purchase, sell, or collateralize at its own
risk or for the benefit and at the request
of clients;
(i) Bills of exchange including bills
accepted by bank with valid period
no longer than the customary
commercial instruments;
(ii) Debt acknowledgment letter and other
commercial paper with valid period
no longer than the customary
commercial instruments;
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(iii) State treasure paper and government
guarantee instruments;
(iv) Bank Indonesia certificates (SBI);
(v) Bonds;
(vi) Commercial paper with period of 1
(one) year pursuant to regulations
of law;
(vii) Other commercial instruments with
period of 1 (one) year pursuant to
regulations of law;
e. Transfer money for its own benefit or for
client’s benefit;
f. Place fund on, borrow fund from, or lend
fund to the other Bank, through instrument,
telecommunication means, or bills of
presentment, check, or other means;
g. Accept payment from bills of commercial
paper and conduct calculation with or among
third parties;
h. Provide place to store goods and commercial
papers;
i. Perform storage activities for other
party’s benefit on the basis of contract;
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j. Perform fund placement from one client to
another in form of commercial papers not
listed on Stock Exchange;
k. Perform factoring, credit card business and
trust;
l. Perform activities in foreign exchange by
fulfilling requirements set out by Bank
Indonesia;
m. Perform Sharia-compliant Banking;
n. Perform marketing agency for non-banking
products such as insurance, mutual fund, state
bond, or others pursuant to the provisions;
3.3. Supporting Business Activities:
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To support Company’s primary business
activities, the Company may perform the
following supporting business activities:
a. Purchase from auction or otherwise,
collateral either wholly or partly should
debtor not fulfill its obligation to the
Company, provided that the purchased
collateral must be immediately disbursed;
b. Perform the activities of capital
participation with bank or other company in
field of finance, such as leasing, venture
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capital, consumer financing, securities
company, insurance, clearing house and
underwriting as well as settlement and
depository by fulfilling provisions set out
by Bank Indonesia;
c. Perform the activities of temporary capital
participation to overcome the consequences
of credit failure, financing failure
pursuant to sharia principles, provided
that withdrawing participation, by
fulfilling provisions set out by Bank
Indonesia;
d. Act as pension fund founder and pension
fund manager pursuant to provision in
regulations of law on pension fund;
e. Perform other supporting business
activities to sustain Company’s primary
activities commonly performed by Bank so
long not against the regulations of law.
CAPITAL
ARTICLE 4
4.1. The authorized capital of Company shall be Rp
2,900,000,000,000.- (two trillion nine hundred
billion Rupiahs) divided into:
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a. 71,853,936 (seventy one million eight
hundred fifty three nine hundred thirty
six) class A shares, each with nominal
value of Rp 5,000.- (five thousand Rupiahs)
or with total nominal value of Rp
359,269,680,000.- (three hundred fifty nine
billion two hundred sixty nine million six
hundred eighty thousand Rupiahs);
b. 50,814,606,400 (fifty billion eight hundred
fifteen million six hundred six thousand
four hundred) class B shares, each with
nominal value of Rp 50.- (fifty Rupiahs),
or with total nominal value of Rp
2,540,730,320,000.- (two trillion five
hundred forty billion seven hundred thirty
million three hundred twenty thousand
Rupiahs)
4.2. Of such authorized capital has been subscribed
amounted to:
a. 71,853,936 (seventy one million eight
hundred fifty three nine hundred thirty
six) class A shares with total nominal
value of Rp 359,269,680,000.- (three
hundred fifty nine billion two hundred
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sixty nine million six hundred eighty
thousand Rupiahs);
b. 25,059,752,907 (twenty five billion fifty
nine million seven hundred fifty two
thousand nine hundred seven) class B shares
with total nominal value of Rp
1,252,987,645,350.- (one trillion two
hundred fifty two billion nine hundred
eighty seven million six hundred forty five
thousand three hundred fifty Rupiahs).
- 100% (one hundred percent) of nominal value of
each subscribed share above or with total of Rp
1,612,257,325,350.- (one trillion six hundred
twelve billion two hundred fifty seven million
three hundred twenty five thousand three hundred
fifty Rupiahs) has been deposited fully to the
Company by each shareholder concerned as
mentioned in deed dated 1-3-2011 (the first day
of March two thousand and eleven) number 1, made
before the said Notary Doktor AMRUL PARTOMUAN
POHAN, SarjanaHukum, LexLegibus Magister, whose
notification on amendment to articles of
association has been accepted and recorded by
Minister of Law and Human Rights of the Republic
of Indonesia on 15-3-2011 (the fifteenth day of
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March two thousand and eleven) number AHU-
AH.01.10-07889.
4.3. Payment for share in a form other than cash,
either in the form of tangible or intangible
assets, shall fulfill the following
requirements:
a. Directly in line to the needs of the Company;
b. The proposed shares deposit with assets and
the details of assets to be deposited as
capital above shall be announced publicly
at the same time with the Notice for the
General Meeting of Shareholders
(hereinafter referred to as the “GMS”);
c. The assets to be deposited shall be
assessed by the Assessor registered with
Financial Service Authority (hereinafter
referred to as the “FSA”) and shall not be
collateralized howsoever;
d. Obtaining GMS approval with quorum and
decision making requirements pursuant to
Article 13 paragraph 13.1 of Articles of
Association;
e. In the case assets to be deposited as
capital in form of Company’s shares listed
in Stock Exchange, the price thereof shall
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be fixed on the basis of market fair price;
and
f. In the case deposit derived from retained
profit, paid-in surplus, Company’s net
profit, and/or capital element, then such
retained profit, paid-in surplus, Company’s
net profit, and/or capital element shall be
contained in the last Annual Financial
Report inspected by Accountant registered
with FSA on fair opinion without exclusion
validated by the Annual GMS.
4.4. The other shares shall be issued by the Board of
Directors according to Company’s capital needs
at the time and on price as well as with
requirements set out by the Meeting of Board of
Directors with approval from the GMS, by paying
attention to provisions in Articles of
Association and regulations of law on Banking
and on Capital Market and the issue of shares
shall not be at below par price.
4.5. Unless as required in paragraph 4.8, if such
shares above to be issued through limited public
offer with right issue (hereinafter referred to
as the “Limited Public Offer”) to the
shareholders, all shareholders whose names
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recorded in Company’s Shareholder Register on
the date stipulated by the GMS approving such
Limited Public Offer shall have prior right to
buy such shares to be issued (hereinafter
referred to as “Right Issue” or “HMETD”) in
comparable amount (proportional) to total shares
listed in Company’s Shareholder Register in the
name of respective shareholder until that date.
-The HMETD may be sold or assigned to other
party, by paying attention to provisions of
Articles of Association and regulations of law
on Capital Market in Indonesia.
-The shareholders or HMETD holders shall be
entitled to buy shares to be issued in
accordance with the total HMETD at hand at the
time and with requirements as resolved in
regulation of GMS as meant in paragraph 4.4.
-If within period stipulated by resolution of
the GMS mentioned above, the shareholders or
HMETD holders shall not exercise the right to
buy shares offered to them pursuant to total
HMETD by fully paying in cash the price of
offered shares to the Company, such shares shall
be allocated to the shareholders intended to buy
shares in the amount bigger than HMETD portion
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proportional to the exercised HMETD, by paying
attention to provisions of Articles of
Association and regulations of law on Capital
Market and regulations of Indonesian Stock
Exchange.
- In the event of remaining shares upon
allocation:
(i) If the increase of capital of Company by
way of Limited Public Offer the maximum
amount has not been determined and
conducted without any guarantee from
standby buyer, the remaining shares not
taken part shall not be issued and remain
in the Company’s storage;
(ii) If the increase of capital of Company by
way of Limited Public Offer has been
determined the amount with the guarantee
from standby buyer, the remaining shares
shall be allocated to certain party acting
as standby buyer in the Limited Public
Offer, having stated its promissory to buy
the remaining shares, at the price and on
the terms not lighter than those
determined in the resolution of the GMS;
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- As such by paying attention to provisions of
Articles of Association and regulations of law
on Capital Market and on Banking and regulations
of Indonesian Stock Exchange.
- At the GMS resolving to approve Limited Public
Offer shall also resolve the maximum amount of
shares to be issued to the community as well as
authorize the Board of Commissioners to approve
the realization of total shares to be issued in
the Limited Public Offer.
4.6. Provision of paragraphs 4.4 and 4.5 shall also
mutatis mutandis apply in the event that the
Company issued convertible bonds or equity
securities, such as convertible bonds, warrants,
or other convertible securities affecting the
composition of Company’s shareholding
(hereinafter referred to as “Equity
Securities”), one and other by paying attention
to regulations of law on Capital Market and on
Banking, and without reducing the consent from
the authoritative insofar required by
regulations of law.
4.7. If the other shares to be issued by the Company
to the Equity Securities holders issued by the
Company with the approval of the GMS, the Board
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of Directors shall be authorized to issue such
shares without giving the rights to the existing
shareholders to previously buy such shares, one
and other by paying attention to provisions of
Articles of Association and regulations of law
on Capital Market and Banking.
4.8. The Board of Directors is authorized to issue
shares and Equity Securities with a limited
offering (private placement) or a public
offering (the second, third, and subsequent) in
accordance with the resolution of the GMS,
without the HMETD to the existing shareholders
either to improve financial position or not to
improve financial position with the provision
that the issuance of the shares and Stock-Equity
Securities was conducted in accordance with the
legislation in the field of Capital Markets and
Banking sector.
- The payment of the shares in any other form
than money as referred in paragraph 4.3 can only
be conducted in the capital increase without
HMETD for the purposes not in order to improve
financial position of the Company with regard to
provision in Article 4 paragraph 3 point a.--
- Without reducing the provision of paragraph
above, the issue of shares and Equity Securities
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without granting HMETD to the shareholders may
be made if the issue of shares and Equity
Securities:
a. Addressed to the employees of the Company
b. Addressed to the Equity Securities holders
issued with the approval of the GMS;
c. Performed in order for reorganization
and/or restructuring already approved by
the GMS; and/or
d. Performed pursuant to the regulations on
Capital Market allowing for capital
increase without HMETD.
4.9. In the case of the increase of total shares
subscribed further through the increase of
Company’s authorized capital, the provisions in
paragraphs 4.4, 4.5, 4.6, 4.7, and 4.8 shall
mutatis mutandis apply for the issue of shares
through the increase of authorized capital.
4.10. The increase of subscribed capital and deposited
capital shall be effective upon the deposit, and
the shares issued with the same right as the
shares with the same classification issued
previously by the Company, without reducing
Company’s obligation to obtain acceptance letter
of notification on amendment to articles of
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association from Minister of Law and Human
Rights.
4.11. The increase of authorized capital resulting in
the subscribed and deposited capital to be less
than 25% (twenty five percent) of the authorized
capital, may be performed as long as:
a. The authorized capital increase has been
approved by the GMS;
b. The amendment to articles of association on
the increase of authorized capital have
been approved by Minister of Law and Human
Rights;
c. The increase of subscribed and deposited
capital to be at least 25% (twenty five
percent) of the authorized capital shall be
performed within 6 (six) months following
the approval of the Minister of Law and
Human Rights as meant in letter b of this
paragraph;
d. In the event that the increase of deposited
capital as meant in letter c of this
paragraph shall not be fulfilled, the Board
of Directors with the approval of the Board
of Commissioners shall amend the articles
of association so that the authorized
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capital and deposited capital shall be at
least 25% (twenty five percent) within 2
(two) months following the non-fulfillment
of period as meant in letter c of this
paragraph, and with the obligation for the
Company to deal with the approval of
Minister of Law and Human Rights;
e. The resolution of the GMS approving the
increase of authorized capital as meant in
letter a of this paragraph shall include
the resolution to approve the decrease of
such authorized capital in order to
implement the provision of letter d of this
paragraph.
4.12. The amendment to articles of association in
order to increase the authorized capital shall
be effective upon the capital deposit resulting
in the total authorized capital to be at least
25% (twenty five percent) of the authorized
capital, without reducing the obligation for the
Company to deal with the approval of amendment
to articles of association from the Minister on
the increase of authorized capital.
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SHARES
ARTICLE 5
5.1. a. In these Articles of Association, the term
Shares shall mean Class A Shares and Class B
Shares, unless stated otherwise in the
Articles of Association. Whereas the term
Shareholders shall mean Class A Shareholders
and Class B Shareholders;
b. Class A Shares and Class B Shares shall be
registered common shares granting the same
right to the owners pursuant to shareholding
and provision of Company’s Articles of
Association.
5.2. The right on each share shall not be divided.
The Company shall only acknowledge one person or
1 (one) legal entity as the owner of 1 (one)
share, being the person or legal entity whose
name listed as the owner of such share in
Company’s Shareholder Register.
5.3. In the event 1 (one) share or more due to any
reason whatsoever shall be owned by several
persons, those who jointly own the shares shall
be obliged to appoint in writing one of them or
other person as their mutual proxy and only such
appointed or authorized person name shall be
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listed in Company’s Shareholder Register and
entitled to perform management actions and other
actions pursuant to its authorities on the basis
of appointment or authorization to it.
5.4. So long as the provision in paragraph 5.3 above
shall not be implemented, the shareholders shall
not be entitled to cast vote at the GMS, while
the dividend payment for such shares shall be
suspended.
5.5. Any shareholder at law shall be subject to the
provision of Articles of Association and to all
resolutions taken validly at the GMS as well as
the regulations of law on Capital Market and on
Banking.
5.6. For Company’s shares not included in Collective
Depository with Settlement and Depository
Agency, the Company shall issue share
certificate as the evidence of owning 1 (one)
share, or collective share certificate as the
evidence of owning 2 (two) shares or more, owned
by one shareholder, with form and content set
out by the Board of Directors by paying
attention to regulations of law on Capital
Market and signed by Director entitled to
represent the Company.
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5.7. For shares included in Collective Depository
with Settlement and Depository Agency or with
Custodian Bank (especially in order for
Collective Investment Agreement), the Company
shall be obliged to issue certificate or written
confirmation to the Settlement and Depository
Agency or to the Custodian Bank signed by the
Board of Directors of the Company, as the
evidence of registration in the Company’s
Shareholder Register.
5.8. The Company may issue shares with nominal value
or without nominal value, provided that the
issue of shares without nominal value shall be
made pursuant to regulations of law on Capital
Market.
5.9. In the event of fractional nominal value due to
Company’s undertakings action resulting in the
fractional nominal value of shares, the
following conditions shall apply:
a. The holders of fractional nominal value of
shares shall not be entitled on individual
vote unless the holder of fractional
nominal value of shares, either severally
or jointly with the other holders of
fractional nominal value of shares, with
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similar share classification and with
nominal value of 1 (one) nominal share in
such classification.
b. The holders of fractional nominal value of
shares with similar share classification
and with total nominal value of 1 (one)
nominal share, shall appoint one among them
or other person as their mutual proxy and
only the appointed or authorized person who
shall be entitled to exercise the right
granted by law on fractional nominal value
of share.
c. Company shall issue evidence of owning
fractional nominal value of shares in form
and content as determined by the Board of
Directors and signed by Director entitled
and authorized to represent the Board of
Directors pursuant to provision of Article
15 paragraph 15.5.
d. The holders of several fractional nominal
value of shares with similar share
classification equal to 1 (one) nominal
share shall be entitled to convert to
Company such fractional nominal value of
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share into 1 (one) share with similar
classification.
e. The number and amount of fractional nominal
value of shares issued by the Company shall
be calculated in total subscribed and
deposited capital of the Company.
REPLACEMENT OF SHARE CERTIFICATE
ARTICLE 6
6.1. In the event of share certificate is damaged or
unusable, or lost, the Board of Directors shall
issue replacement of share certificate on terms,
price, and manner as set out pursuant to
resolution of Meeting of Board of Directors by
paying attention to provision of this article
and regulations of law including regulations of
law on Capital Market.
6.2. In the event of share certificate is damaged,
the replacement for such share certificate shall
be made if the Company has received sufficient
evidence that:
a. The party asking for replacement of share
certificate is the owner of share
certificate;
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b. The Company has received the damaged share
certificate.
6.3. In the event of share certificate is lost, the
replacement for such share certificate shall be
made if the Company has received sufficient
evidence that:
a. The party asking for replacement of share
certificate is the owner of share
certificate;
b. The Company has received the reporting
document from Police Department of the
Republic of Indonesia on such lost share
certificate; and
c. The party asking for replacement of share
certificate has provided guarantee deemed
sufficient by the Company’s Board of
Directors.
6.4. The damaged share certificate as meant in
paragraph 6.2 of this article shall be destroyed
and made minutes by the Board of Directors to be
reported at the next GMS.
6.5. The plan to issue replacement of lost share
certificate as meant in paragraph 6.3 of this
article shall be announced in Stock Exchange
where Company’s shares listed no later than 14
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(fourteen) days prior to the issue of
replacement of share certificate.
6.6. Upon the issue of replacement of share
certificate, the damaged and/or lost share
certificate shall be inapplicable to the
Company.
6.7. All expenses to issue replacement of share
certificate, including announcement cost as
mentioned in paragraph 6.5 of this Article shall
be borne by the shareholder concerned.
6.8. Provisions as meant in paragraph 6.1 to
paragraph 6.7 of this Article shall mutatis
mutandis apply to the issue of collective share
certificate or replacement of certificate or
written confirmation as meant in Article 5
paragraph 5.7 or replacement of ownership
evidence of fractional nominal value of shares
as meant in Article 5 paragraph 5.9 letter c.
CERTIFICATE OF
ARTICLE
FOUNDERS 7
7.1. The Company has issued founders.
10 (ten) certificates of
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7.2. The certificate of founders shall apply until
the death of the holder of certificate of
founder.
7.3. The certificate of founder shall be given serial
number, and shall be affixed by signature of one
Director.
7.4. The Company shall organize certificate of
founder register and each entry on such register
shall be signed by President Director and
President Commissioners or their lawful proxies.
7.5. The certificate of founder shall not be divided,
granted, bequeathed, sold, or pledged or
otherwise transferred.
SHAREHOLDER REGISTER AND SPECIAL REGISTER
ARTICLE 8
The Company shall be obliged to organize and maintain
Shareholder Register and Special Register pursuant to
provisions of Article 50, Article 100, Article 101,
Article 116 of UUPT as well as regulations of law on
Capital Market and regulations of Indonesian Stock
Exchange.
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COLLECTIVE DEPOSITORY
ARTICLE 9
9.1. Company’s Shares in Collective Depository with
Settlement and Depository Agency shall be
recorded in the Company’s Shareholder Register
under the name of Settlement and Depository
Agency for the benefit of account holder with
the Settlement and Depository Agency.
9.2. Company’s Shares in Collective Depository with
Custodian Bank or Securities Company recorded in
Securities account with Settlement and
Depository Agency shall be recorded under the
name of Custodian Bank or Securities Company for
the benefit of Securities account holder with
the Custodian Bank or Securities Company.
9.3. If the shares in Collective Depository with the
Custodian Bank shall be the part of Mutual Fund
Portfolio in form of collective investment
agreement and not included in Collective
Depository with Settlement and Depository
Agency, the Company shall record the shares into
the Company’s Shareholder Register under the
name of Custodian Bank for the benefit of
Participation Unit of Mutual Funds in form of
collective investment agreement.
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9.4. The Company shall be obliged to issue
certificate or confirmation to the Settlement
and Depository Agency as meant in paragraph 9.1
of this Article or Custodian Bank as meant in
paragraph 9.3 of this Article as the evidence of
registration into the Company’s Shareholder
Register.
9.5. The Company shall transfer shares in Collective
Depository registered under the name of
Settlement and Depository Agency or Custodian
Bank for Mutual Funds in form of collective
investment agreement in the Company’s
Shareholder Register into the name of Party
appointed by the Settlement and Depository
Agency or Custodian Bank. The application for
transfer shall be submitted by the Settlement
and Depository Agency or Custodian Bank to the
Company or Securities Administration Office
appointed by the Company.
9.6. Settlement and Depository Agency, Custodian
Bank, or Securities Company shall issue
confirmation to the account holder as the
evidence of recording in Securities account.
9.7. In the Collective Depository, any share from the
same type and classification issued by the
28
Company shall be equal to and convertible each
other.
9.8. The Company shall refuse the registration of
shares transfer into Collective Depository if
the share certificate is lost or destroyed,
unless the Party applying for transfer provides
sufficient evidence and/or assurance that the
concerned Party is the shareholder and such
share certificate is really lost or destroyed.
9.9. The Company shall refuse the registration of
shares into Collective Depository if the shares
are collateralized, put under attachment
pursuant to court’s decision or confiscated for
criminal case investigation.
9.10. The Securities account holder whose Securities
registered in Collective Depository shall be
entitled to attend and/or cast vote at the GMS
pursuant to the amount of shares owned in such
account.
9.11. Custodian Bank and Securities Company shall
deliver the list of Securities account holder as
well as the amount of the Company’s shares owned
by each account holder with Custodian Bank and
Securities Company to Settlement or Depository
Agency to be forwarded to the Company within 1
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(one) business day prior to the notice of the
GMS.
9.12. Investment Manager shall be entitled to attend
and cast vote at the GMS on the Company’s shares
included in Collective Depository with Custodian
Bank constituting parts of Mutual Fund Securities
portfolios in form of collective investment
agreement and not included in Collective
Depository with Settlement and Depository Agency
provided that the Custodian Bank shall submit the
Investment Manager’s name to the Company within 1
(one) business day prior to the notice of the
GMS.
9.13. The Company shall give dividend, bonus shares, or
other rights in respect of share ownership to the
Settlement and Depository Agency on shares in
Collective Depository with Settlement and
Depository Agency and such Settlement and
Depository Agency shall forward the dividend,
bonus shares, or other rights to the Custodian
Bank and/or Securities Company for the benefit of
each account holder with the Custodian Bank
and/or Securities Company.
9.14. The Company shall give dividend, bonus shares,
or other rights in respect of Company’s share
30
ownership to the Custodian Bank or shares in
Collective Depository with Custodian Bank
constituting parts of Mutual Funds Securities
portfolios in form of collective investment
agreement and not included in Collective
Depository with Settlement and Depository
Agency.
9.15. The deadline for determining Securities account
holder entitled to enjoy dividend, bonus shares,
or other rights in respect of share ownership in
Collective Depository shall be resolved by the
GMS provided that the Custodian Bank and
Securities Company shall submit the list of
Securities account holder along with the amount
of the Company’s shares owned by each Securities
account holder to the Settlement and Depository
Agency, at the latest date being the
determination basis for shareholders entitled to
enjoy dividend, bonus shares, and other rights,
to be forwarded then to the Board of Directors of
the Company within 1 (one) business day upon the
date being the determination basis for
shareholders entitled to enjoy dividend, bonus
shares, and other rights.
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9.16. The Company’s Board of Directors may appoint and
authorize securities administration office to
record the shares in Shareholder Register.
- Any record or registration in Shareholder
Register including the records of sale, transfer,
collateralization, pledge, cession, in respect of
Company’s shares shall be made pursuant to these
Articles of Association and regulations of law.
ASSIGNMENT OF RIGHT TO SHARES
ARTICLE 10
10.1. In the event of change to share ownership, the
former owner listed in Shareholder Register
shall be deemed as the shareholder until the new
owner’s name listed in Shareholder Register, one
and other without reducing the consent from the
authoritative and regulations of law as well as
provisions of Articles of Association.
10.2. Assignment of right to shares shall be on the
basis of deed of assignment of right signed by
the assignor and assignee or their lawful
proxies.
10.3. The deed of assignment of right to shares as
meant in paragraph 10.2 above shall be in form
of as determined or approved by the Board of
32
Directors and the counterpart thereof shall be
presented to the Company provided that the
assignment of right to shares listed in
Indonesian Stock Exchange shall fulfill the
regulations of law on Capital Market.
10.4. The assignment of right to shares registered in
Collective Depository shall be recorded as
inter-account transfer, or as transfer from one
account in collective depository to the
individual shareholder not constitute account
holder in collective depository by recording the
assignment of right by the Company’s Board of
Directors.
10.5. Assignment of right to shares shall only be
allowed if all provisions in Articles of
Association have been fulfilled.
10.6. Assignment of right shall be recorded in the
Shareholder Register concerned or in the share
certificate, such record shall be signed by
Director entitled to represent the Board of
Directors or their lawful proxies.
10.7. The Board of Directors with providing reason for
that matter may refuse to record the assignment
of right to shares in Shareholder Register in
the event of non-fulfillment of the manner set
33
out by the Board of Directors or one of
requirements in the assignment of right of
shares.
10.8. If the Board of Directors refused to record the
assignment of right to shares, the Board of
Directors shall be obliged to deliver refusal
notification to the party assigning the right
within 30 (thirty) days upon the application
date of registration received by the Board of
Directors.
10.9. As for the Company’s shares listed in Indonesian
Stock Exchange, any refusal to record the
assignment of right to shares as meant shall be
pursuant to regulations of law on Capital Market
and Indonesian Stock Exchange.
10.10. The Shareholder Register shall be closed on the
last business day of Indonesian Stock Exchange
before the advertisement of notice for the GMS,
to determine the shareholder names entitled to
attend such GMS.
10.11. The person obtained right on shares due to the
death of a shareholder or due to any reason
causing the change of shareholding lawfully, by
presenting evidence as required anytime by the
34
Board of Directors may apply in writing to be
listed as a shareholder.
- The listing shall only be made if the Board of
Directors satisfied with the evidence, without
reducing the provision of Articles of
Association as well as by paying attention to
regulations of law on Capital Market.
10.12. All limitations, prohibitions, and provisions in
Articles of Association regulating the right to
assign the right of shares and the registration
of assignment of right to shares shall also
mutatis mutandis apply to any transition right
according to paragraph 10.11.
10.13. Any shareholders who propose to hold the GMS and
that proposal of holding the GMS was approved
either by the Board of Directors, Board of
Commissioners, or based on the Court’s
decision, shall not transfer its share within at
least 6 (six) months as from the GMS.
GENERAL MEETING OF SHAREHOLDERS
ARTICLE 11
11.1. The GMS shall be:
a. The Annual GMS;
35
b. The other GMS, in these Articles of
Association referred to as the
extraordinary GMS.
11.2. The term GMS in these Articles of Association
shall mean both of them, they are the annual GMS
and the extraordinary GMS, unless explicitly
stated otherwise.
11.3. Agenda of the GMS can be proposed by 1 (one)
person or more which are jointly representing
1/20 (one twentieth) or more of total shares
with voting rights.
11.4. The Board of Directors may conduct the GMS
pursuant to provision of Article 78 and Article
79 of UUPT, with regard to the regulations in
the field of Capital Markets and Stock Exchange.
11.5. At the Annual GMS:
a. The Board of Directors shall submit the
annual report pursuant to provision of
Article 66 to Article 68 of UUPT;
b. Shall be determined the use of net profit,
pursuant to provision of Article 70 and
Article 71 of UUPT.
c. Shall be appointed Public Accountant listed
in Capital Market and Financial Institution
Coordinating Board;
36
d. May be made change to/appointment of
Directors and Commissioners of the Company;
e. May resolve other agenda duly proposed
pursuant to provision of UUPT and Articles
of Association.
11.6. The approval of annual report and validation of
financial statement by the annual GMS means
giving release and discharge of responsibility
completely to Directors on management and
Commissioners on supervision performed during
previous fiscal year, insofar such action
reflected in financial statement.
11.7. In the event that the member of the Board of
Directors or the Board of Commissioners did not
announce, did not call or did not hold a GMS as
referred to in Article 78, Article 79, and
Article 83 of UUPT and the regulations in the field
of Capital Markets and Stock Exchange in Indonesia,
the shareholders shall be entitled to call for the
GMS pursuant to the Article 80 of UUPT.
11.8. The extraordinary GMS shall not be entitled to
discuss and resolve the agenda of GMS as meant
in paragraph 11.5 point a and or point b.
37
PLACE, NOTICE, AND CHAIRPERSON OF THE GMS
ARTICLE 12
12.1. GMS shall be conducted in the Republic of
Indonesia, which is at the place of the
Company’s domicile or the Company’s main
business activities or capital of Province which
cover Company’s domicile or Company’s main
business activities; or province which cover the
domicile of the Stock Exchange where Company’s
shares are listed.
12.2. GMS shall be held by notice of the meeting not
later than 21 (twenty one) days prior to the GMS
is held, excluding the date of notice and date
of the notice and the date of GMS.
- Prior to the notice for GMS there shall be
held an announcement that the notice of the GMS
will be conducted, namely within not later than
14 (fourteen) days prior to the notice of GMS,
excluding the date of announcement and the date
of notice of GMS.
- The announcement and notice must be conducted
at least in 1 (one) daily newspaper widely
circulated within the territory of the Republic
of Indonesia in accordance with the Board of
Directors’ consideration and by paying attention
to regulations in the field of Capital
38
Markets and Stock Exchange in Indonesia.
12.3. Unless stated otherwise herein, the GMS shall be
chaired by one Commissioner appointed by the
Board of Commissioners.
- If all members of the Board of Commissioners
are absent or unable to attend due to any reason
whatsoever without any requirement to prove to
the third party, then by paying attention to
regulations in the field of the Capital Markets
and Stock Exchange in Indonesia, the GMS shall
be chaired by President Director;
- If the President Director is absent or unable
to attend due to any reason whatsoever without
any requirement to prove to the third party, the
GMS shall be chaired by Vice President Director
(if appointed). If the Vice President Director
not appointed or if the Vice President Director
appointed but absent or unable to attend due to
any reason whatsoever without any requirement to
prove to the third party, the GMS shall be
chaired by one Director;
- If all Directors are absent or unable to
attend due to any reason whatsoever without any
requirement to prove to the third party, the GMS
39
shall be chaired by one shareholder present at
the GMS elected by and among participants of the
GMS.
12.4. In the event that Commissioner appointed by
Board of Commissioners has conflict of interest
to anything needs resolution at the GMS, the GMS
shall be chaired by other Commissioner not
having conflict of interest appointed by Board
of Commissioners.
- If all members of the Board of Commissioners
have conflict of interest in anything which
needs resolution at the GMS, then by paying
attention to regulations in the field of the
Capital Markets and Stock Exchange of Indonesia,
the GMS shall be chaired by President Director,
and in case the President Director has conflict
of interest in anything which needs resolution
at the GMS, the GMS shall be chaired by a member
of the Board of Directors who does not have any
conflict of interest.
- If all Directors have conflict of interest,
the GMS shall be chaired by one independent
shareholder, i.e. non-controlling shareholder
elected by and among independent shareholders
present at the GMS.
12.5. GMS as referred to paragraph 2 above can be
40
held upon request of 1 (one) or more
of the shareholders which are jointly
representing 1/10 (one tenth) or more of total
shares with voting rights or Board of
Commissioners by paying attention to regulations
in the field of Capital Markets and Stock
Exchange in Indonesia.
12.6. The Shareholders may propose the agenda of the
GMS if:
a. The relevant proposal including the reason
and materials of the proposed agenda item
of Meeting has been submitted in written by
one or more shareholders who are jointly
representing at least 1/20 (one twentieth)
of total number of shares with voting
rights issued by the Company;
b. Conducted in good faith and by considering
the interest of the Company and with
regards to the provision of the Article of
Association and Regulations
c. It has been received by the Board of
Directors at least 7 (seven) days prior to
the notice of the GMS is issued.
41
QUORUM, VOTING RIGHTS, AND RESOLUTION OF THE GMS
ARTICLE 13
13.1 Unless this Article of Association do not
stated otherwise, the GMS in order to
decide the matters to be decided
at the GMS
including the issuance of shares and Equity
Securities, shall be conducted with the
following requirements:
a. GMS shall be attended by shareholders
representing more than ½ (a half) of total
voting shares issued by the Company.
b. In the event that quorum as meant in letter
a above not reached, the notice of the
second GMS without prior announcement/
notice of GMS
c. Notice of the second GMS shall be made no
later than 7 (seven) days prior to the
second GMS, without calculating the date of
the GMS, with information that the first
GMS has been held without reaching quorum.
d. The second GMS shall be held at the
earliest period of 10 (ten) days and at the
latest period of 21 (twenty one) days
commencing as of the first GMS, with the
same requirements and agenda as the first
42
GMS save for quorum requirements as set out
in letter e below.
e. The second GMS shall be valid and entitled
to take binding resolution if attended by
shareholders or lawful proxies of
shareholders owning at least 1/3 (one
third) of total voting shares.
f. All resolutions of the GMS shall be made
through deliberation for consensus. If not
successful, the resolution shall be made on
the basis of affirmative votes more than ½
(a half) of total shares present at the
GMS.
g. In the event that the quorum of the second
GMS were not reached, the third GMS could
be held by fulfilling attendance quorum
requirements, number of votes for adopting
resolution, notice and schedule to hold GMS
as determined by the Otoritas Jasa Keuangan
upon the Company’s request.
13.2 Any share shall give right to the owner to
attend the GMS and give 1 (one) vote.
13.3 Voting regarding person shall be made with
closed ballot without signature, and regarding
other things shall be orally, unless the
Chairperson of the GMS stated otherwise without
43
any objection from 1 (one) or more shareholders
jointly representing at least 1/10 (one tenth)
of total voting shares.
13.4 Blank or abstain votes shall be deemed to not
exist and shall not be calculated in determining
total votes at the GMS, provided that the
shareholders casting blank vote shall be obliged
to follow and respect the resolution made for
the agenda of the GMS concerned.
13.5 GMS to resolve matters containing conflict of
interest shall be conducted with the following
conditions:
a. Shareholder having conflict of interest
shall be deemed to give the same resolution
to the resolution approved by independent
shareholder not having conflict of
interest.
b. The GMS shall be attended by independent
shareholder representing more than ½ (a
half) total voting shares owned by
independent shareholder and the resolution
shall be valid if agreed by independent
shareholder representing more than ½ (a
half) of total voting shares owned by
independent shareholder.
44
c. In the event that quorum as meant in letter
b above not reached, the second GMS may be
held provided that the GMS shall be
entitled to take valid resolutions if
attended by independent shareholder
representing ½ (a half) of total voting
shares owned by independent shareholder and
the resolution shall be valid if agreed by
more than ½ (a half) of total voting shares
owned by independent shareholder present at
the GMS.
d. In the event that quorum as letter c above
were not reached, the third GMS could be
held and entitled to adopt resolution if in
the GMS are present or represented a number
of shares which meets the requirements of
quorum and term of decision making which is
determined by Otoritas Jasa Keuangan upon
the Company’s request.
13.6 GMS to approve the amendment to Articles of
Association of the Company shall be conducted
with the following requirements:
a. GMS shall be attended by shareholders
representing at least 2/3 (two third) of
total voting shares, and the resolution
shall be valid if agreed by more than 2/3
45
(two third) of total shares at the GMS;
b. In the event that quorum as in letter a
above not reached, then at the second GMS
the resolution shall be valid if attended
by shareholders representing at least 3/5
(three fifth) of total voting shares and
agreed by more than ½ (a half) of total
voting shares present at the GMS.
c. In the event that quorum as letter b above
were not reached, the third GMS could be
held and entitled to adopt a resolution if
in the GMS are present or represented a
number of shares which fulfill the quorum
requirements and decision making
requirements which is determined by
Otoritas Jasa Keuangan upon the Company’s
request.
13.7 GMS to approve the matters referred to Article
102 of UUPT, merger, consolidation,
acquisition, splitting of, submission of
application for dissolution of the Company, and
the dissolution of Company shall be made with
the following provisions:
a. GMS attended by shareholders representing
at least ¾ (three quarter) of total voting
46
shares and resolution shall be valid if
agreed by more than ¾ (three quarter) of
total voting shares present at the GMS.----
b. In the event that quorum as meant in letter
a mentioned above not reached, then at the
second GMS the resolution shall be valid if
attended by shareholders representing at
least 2/3 (two third) of total voting
shares and agreed by more than ¾ (three
quarter) of total voting shares present at
the GMS.
c. In the event that quorum as letter b above
were not reached, the third GMS could be
held and entitled to adopt resolution if in
GMS are present or represented by a number
of shares to fulfill the quorum
requirements and decision making
requirements which is determined by
Otoritas Jasa Keuangan upon the Company’s
request.
13.8 Any proposal from the shareholders during the
discussion or voting at the GMS shall fulfill
all requirements, as follows:
a. On the opinion of Chairperson of the GMS,
such proposal directly related to one of
47
agenda of the GMS concerned;
b. Such proposal proposed by one or more
shareholders jointly representing at least
1/10 (one tenth) of total voting shares
issued by the Company;
c. On the opinion of the Board of Directors,
the proposal deemed directly related to
Company’s business; and
d. By paying attention to regulations of law.
13.9 Of anything discussed and resolved at the GMS
shall be made Minutes of GMS by Notary and
signed by witnesses and Notary.
- Such Minutes shall be valid evidence to all
shareholders and third party on resolution and
anything occurred at the GMS.
BOARD OF DIRECTORS
ARTICLE 14
14.1. (i) The Board of Directors shallat leastconsist
of 3 (three) Directors with the following
composition:
a. One President Director;
b. One or more Vice President Directors
(if appointed); and
c. One or more Directors.
(ii) In the event of vacancy in the Board of
48
Directors, the Board of Directors of
Company shall consist of the remaining
Directors until the appointment of
substitution pursuant to provision of
Articles of Association.
14.2. Member of the Board of Directors shall be
appointed by the GMS from the qualified
candidates pursuant to Article 93 of UUPT and
regulations in Banking industries and Capital
Markets, each for a period starting from the date
determined at the GMS which appoint them until the
close of the fourth Annual GMS after their
appointment date without reducing GMS right to
terminate them anytime pursuant to Article 105 of
UUPT.
14.3. Among the Directors and between the Director and
Commissioner shall not be in family relationship
until the second degree, whether in straight
line or lateral line, or relationship emerged
due to marriage (in-laws).
14.4. In the event due to any reason whatsoever
Director’s position is vacant resulting in total
Directors to be less than 3 (three), no later
than 60 (sixty) days upon the vacancy thereof, a
GMS shall be held to occupy such vacancy by
paying attention to provisions as meant in
49
paragraph 14.2.
- A person appointed to replace resigned
Director pursuant to paragraph 14.6 or to occupy
vacancy due to other reason or person appointed
as additional Director shall be appointed for
the period commencing as of the date determined
at the GMS appointing him until the conclusion
of the fourth Annual GMS until the appointment
date without reducing the right of the GMS to
terminate anytime pursuant to article 105 of
UUPT.
14.5. In the event due to any reason whatsoever all
Directors’ positions are vacant, no later than
60 (sixty) days since the vacancy thereof, a GMS
shall be held to appoint the new Board of
Directors, and temporarily Company shall be
managed by the Board of Commissioners.
14.6. a. A Director may be entitled to resign from
his position by giving notification in
writing on his intention to the Company by
paying attention to the provision of this
article.
b. By paying attention to provision of
Articles of Association and the laws and
regulations:
(i) The Company is obliged to hold the
50
GMS within 90 (ninety) days upon the
receipt of resignation letter to
decide the application of
resignation of such member of the
Board of the Director.
(ii) The GMS can only refuse the
resignation of the member of the
Board of Director if such is the
violation of the provision of the
Articles of Association and/or
regulations;
(iii) In there is no reason to refuse the
resignation as referred in point
(ii) above, the GMS must approve
such resignation.
c. The resigning Director mentioned above
shall be subject to accountability report
on the duties exercised for the office term
since the last report until the resignation
date at the next Annual GMS.
14.7. The position of Director shall be expired if the
Director concerned:
a. Resigns pursuant to provision of paragraph
14.6;
b. No longer meets requirements of law;
c. Dies;
51
d. Terminated pursuant to the resolution of
the GMS.
DUTIES AND AUTHORITIES OF BOARD OF DIRECTORS
ARTICLE 15
The Board of Directors shall be fully
responsible in exercising their duties in
managing Company for the Company’s benefit to
achieve its purpose and objective. The basic
duties of Board of Directors are:
a. Managing and directing Company pursuant to
Company’s purpose;
b. Controlling, maintaining, and administering
Company’s properties for the Company’s
benefit;
c. Establishing internal control structure,
guaranteeing the organization of Company’s
internal audit function in any management
level and following up the Company’s
internal audit findings pursuant to
discretion or guideline given by the Board
of Commissioners, as such in order for
general control as set out in Bank Audit
Function Implementation Standards pursuant
to regulations set out by authorized
52
institutions;
d. Reporting activities in paragraph 15.1 to
the Annual GMS.
15.2. Each Director shall be obliged in good faith and
full responsibility to exercise his duties by
paying attention to regulations of law.
15.3. Board of Directors shall be entitled to
represent Company inside or outside Court on
anything and in any occurrence, bind the Company
with other party and other party with Company
and perform all actions, whether regarding
management or ownership, but with limitation
that the approval of the Board of Commissioners
shall be required in:
a. Board of Directors actions on the basis of
regulations of law requiring the approval
of the Board of Commissioners; or
b. Board of Directors action mentioned in
points (i) and (ii) below with value
exceeding amount set out in Company’s
discretion anytime agreed by the Board of
Commissioners, as follows:
(i) Actions beyond the Company’s business
as banking financial institutions,
they are:
(1) Buying or otherwise obtaining/
53
acquiring immovable assets
(including right on land and/or
building);
(2) Selling or otherwise transferring
the immovable assets (including
right on land and/or building);
(3) Taking part or participating or
releasing right partly or
entirely in any company or other
entity including but not limited
to establish new company or
dissolve subsidiary;
(ii) Performing Company’s business
activities as banking financial
institution not constituting daily
actions, they are:
(1) Borrowing or issuing debentures
not included in daily business
activities of the Company;
(2) Conducting writing-offs and
charge-offs;
(3) Performing temporary capital
participation and/or debtor’s
assets purchase in order to
salvage credit.
15.4. The involvement of Board of Commissioners as
54
meant in paragraph 15.3 shall not eliminate
responsibility of the Board of Directors on the
Company’s management.
15.5. 2 (two) members of the Board of Directors jointly,
shall be entitled and authorized to represent the
Board of Directors of- and therefore acting for and
on behalf of and legally representing the Company.
15.6. To conduct legal action in form of transaction
having conflict of interest with personal
economic interest of the Directors,
Commissioners, or primary shareholders with the
Company’s economic interest, the Board of
Directors shall require the approval of the GMS
from the shareholders not having conflict of
interest pursuant to regulations of law on
Capital Market.
15.7. In the event that Company has conflict of
interest with personal interest of a member of
the Board of Directors, Company shall be
represented by other Director who does not have
conflict of interest and in the event that
Company has conflict of interest with all Directors,
the Company shall be represented by Board of
Commissioners, one and other without reducing
provision of paragraph 15.6.
55
MEETING OF BOARD OF DIRECTORS
ARTICLE 16
16.1. Meeting of Board of Directors shall be held at
least once in a month according to the
predetermined schedule or at anytime if it is
deemed necessary by one or more of the Board of
Directors or upon a written request of Board of
Commissioners, or at the written request of 1
(one) or more shareholders jointly representing
1/10 (one tenth) or more of total number of
shares with voting rights.
16.2. Notice for the Meeting of Board of Directors
shall be made by President Director or one of
the Directors.
16.3. The notice of the scheduled Meeting of Board of
Directors together and materials, shall be
delivered to all Directors and shall be made in
writing by hand delivered to each member of the
Board of Directors against proper receipt, or by
registered mail or by courier service, or by
telefax or by electronic mail (e-mail) (in
the case of notice were delivered by telefax
or e-mail, it shall be reconfirmed by registered mail
as soon as possible) no later than 5 (five) days
prior the Meeting of Board of Directors, without
calculating the date of notice and the date of the
56
Meeting of Board of Directors.
- For unscheduled Meeting of Board of Directors,
the notice of meeting can be shortened into 3
(three) days without calculating the date of
notice and date of Meeting of Board of
Directors, with materials shall be submitted to
the participants of meeting no later than before
the meeting.
16.4. The notice for the Meeting of Board of Directors
shall mention the agenda, date, time, and place
of the Meeting of Board of Directors.
16.5. The Meeting of Board of Directors shall be held
at the Company’s domicile or main business
activities within the territory of the Republic
of Indonesia.
- If all Directors present or represented, such
prior notice shall not be required and the
Meeting of Board of Directors may be held
anywhere and entitled to take valid and binding
resolutions.
16.6. The Meeting of Board of Directors shall be
chaired by President Director; if the President
Director is absent or unable to attend due to
any reason whatsoever without any requirement to
prove to the third party, the Meeting of Board
of Directors shall be chaired by one Vice
57
President Director; and if the Vice President
Director not appointed/absent or unable to
attend due to any reason whatsoever without any
requirement to prove to the third party, the
Meeting of Board of Directors shall be chaired
by one of Directors elected by the Directors
present or represented at the Meeting of Board
of Directors.
16.7. One Director may only be represented at the
Meeting of Board of Directors by one other
Director on the basis of power of attorney.
16.8. Meeting of Board of Directors shall be valid and
entitled to take binding resolution if more than
½ (a half) of total incumbent Directors present
or represented at the Meeting.
16.9. Resolution of Meeting of Board of Directors
shall be made on the basis of deliberation for
consensus. In the event that deliberation for
consensus was not reached, the resolution shall
be made through voting on the basis of
affirmative votes more than ½ (a half) of total
incumbent Directors.
16.10. In the event of equal votes, the Chairperson of
Meeting of Board of Directors shall be entitled
to determine.
16.11. a. Any present Director shall be entitled to
58
cast 1 (one) vote and additional 1 (one)
vote for any Director being represented;
b. Any Director that personally by any way
whatsoever directly or indirectly has
conflict of interest in a transaction,
contract or proposed contract, in which the
Company is one of the party thereto shall
declare his interest nature at the Meeting
of Board of Directors and shall not be
entitled to vote on anything related to
transaction or contract, unless the Meeting
of Board of Directors provided otherwise;
c. Voting regarding person shall be made by
closed ballot without signature while the
voting regarding other matters shall be
made verbally, unless Chairperson of
Meeting stated otherwise without any
objection from the majority votes.
d. Blank and invalid votes shall be deemed not
to cast validly and deemed not exist and
shall not be calculated in determining
total votes.
16.12. Anything discussed and resolved at the Meeting
of Board of Directors shall be made Minutes of
Meeting of Board of Directors.
- The Minutes of Meeting of Board of Directors
59
shall be made by one of participant of the
Meeting of Board of Directors appointed by
Chairperson of Meeting of Board of Directors and
then signed by all Directors present at the
Meeting of Board of Directors to ensure the
completeness and validity of Minutes of Meeting
of Board of Directors.
- The Minutes of Meeting of Board of Directors
shall be valid evidence to all Directors and the
third party on resolution and anything occurred
at the Meeting of Board of Directors.
- If the Minutes of Meeting of Board of
Directors shall be made by the Notary, such
signing shall not be required.
16.13. a. Other than organizing Meeting of Board of
Directors as meant in article 16.5, the
Meeting of Board of Directors may also be
held through televideo conference or through
other electronic media enabling all
participants of Meeting of Board of
Directors to see and listen to each other
directly and participate in the Meeting of
Board of Directors.
b. Minutes of Meeting of Board of Directors
held as meant in paragraph 16.13(a) above
shall be made in writing and circulated to
60
all participating Directors to be approved
and signed.
c. If the Minutes of Meeting of Board of
Directors is made by the Notary, the signing
will not be required.
16.14. Board of Directors may also take valid
resolution without convening Meeting of Board of
Directors provided that all incumbent Directors
have to give approval by signing such proposal.
Resolution made this way has the same legal
force as that taken validly at the Meeting of
Board of Directors.
BOARD OF COMMISSIONERS
ARTICLE 17
17.1. The Board of Commissioners shall at least
consist of 3 (three) Commissioners with the
following composition:
a. One President Commissioner;
b. One or more Vice President Commissioners
(if appointed); and/or
c. One or more Commissioners.
- In the event of vacancy in the Board of
Commissioners, the Board of Commissioners of
Company shall consist of the remaining
Commissioners until the appointment of
substitution pursuant to provision of Articles
61
of Association.
17.2. Company shall be obliged to have Independent
Commissioners pursuant to regulations of law.
17.3. Member of the Board of Commissioners shall be
appointed by the GMS from the qualified
candidates pursuant to article 110 of UUPT and
regulations on Banking industries and Capital
Markets, each for a period starting from the
date determined at the GMS which appoint them
until the close of the fourth Annual GMS
following their appointment date without
reducing GMS right to terminate them at anytime
pursuant to article 119 of UUPT.
- The office term for Independent Commissioners
shall be maximum 2 (two) terms since the
appointment as Independent Commissioners.
17.4. Among the Commissioners and between the
Commissioner and Director shall not be in family
relationship until the second degree, whether in
straight line or lateral line, or relationship
emerged due to marriage (in-laws).
17.5. In the event due to any reason whatsoever
Commissioner’s position is vacant resulting in
total Commissioners to be less than 3 (three),
no later than 60 (sixty) days upon the vacancy
thereof, a GMS shall be held to occupy such
62
vacancy by paying attention to regulations of
law.
- A person appointed to replace resigned
Commissioner pursuant to paragraph 17.6 or to
occupy vacancy due to other reason or person
appointed as additional Commissioner shall be
appointed for the period commencing as of the
date determined at the GMS appointing him until
the conclusion of the fourth Annual GMS until
the appointment date without reducing the right
of the GMS to terminate anytime pursuant to
article 105 of UUPT.
17.6. a. A Commissioner may be entitled to resign
from his position by giving notification in
writing on his intention to the Company by
paying attention to the provision of this
article.
b. By paying attention to provision of
Articles of Association and the laws and
regulations:
i. The Company is obliged to hold the
GMS within 90 (ninety) days upon the
receipt of resignation letter to
resolve the resignation of such
member of the Board of Commissioner
concerned.
63
ii. The GMS can only refuse the
resignation of such Commissioner if
the resignation resulting in the
violation of Articles of Association
and/or applicable regulations;
iii. In the event of no reason to refuse
the resignation as set out in point
ii above, the GMS must approve such
resignation.
c. The resigning Commissioner mentioned above
shall be subject to accountability report
on the duties exercised for the office term
since the last report until the resignation
date at the next Annual GMS.
17.7. The position of Commissioner shall be expired if
the concerned:
a. Resigns pursuant to provision of paragraph
17.6;
b. No longer meets requirements of law;
c. Dies;
d. Terminated pursuant to the resolution of
the GMS.
DUTIES AND AUTHORITIES OF THE BOARD OF COMMISSIONERS
ARTICLE 18
18.1. Board of Commissioners shall supervise the Board
64
of Directors’ policy in running the Company in
general and advise the Board of Directors
pursuant to Article 108 of UUPT.
18.2. a. In exercising their duties, the Board of
Commissioners shall be entitled to ask held
from experts within limited time and
established Audit Committee, Risk
Monitoring Committee, Remuneration and
Nomination Committee at Company’s cost
pursuant to regulations of law on Capital
Market and on Banking.
b. The appointment of Committee members as
meant in paragraph 18.2.a shall be
conducted by the Board of Directors
pursuant to the resolution of the Board of
Commissioners.
c. The Committees mentioned in paragraph
18.2.a shall be accountable to the Board of
Commissioners.
18.3. The Board of Commissioners shall at anytime
during Company’s office hours be entitled to
enter building and premise and other places
utilized or controlled by the Company and
entitled to examine all accounts, letters, and
other evidential tools, examine and check cash
flow condition and others and entitled to
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realize all actions performed by the Board of
Directors.
18.4. Board of Directors and any Director shall be
obliged to provide explanation on anything asked
by Board of Commissioners.
18.5. The Board of Commissioners pursuant to
resolution of Meeting of Board of Commissioners
is entitled to suspend Director pursuant to
Article 106 of UUPT and by paying attention to
the provision of this paragraph.
- In the event that there is a member of the
Board of Directors suspended by the Board of
Commissioners, the Company shall conduct a GMS
no later than 90 (ninety) days since the
suspension date resolving whether to revoke or
reinforce such suspension resolution.
- If Company did not hold GMS within 90 (ninety)
days since the suspension or GMS shall not take
resolution, the suspension of Director shall be
void at law.
18.6. In the event of Board of Commissioners managing
the Company in certain situation and for certain
period, Article 118 paragraph (2) of UUPT shall
apply.
18.7. In the event of only one Commissioner, all
duties and authorities granted to President
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Commissioner or other Commissioners herein shall
also apply to him.
MEETING OF BOARD OF COMMISSIONERS
ARTICLE 19
19.1. Meeting of Board of Commissioners shall be held
at least once in two months according to the
predetermined schedule or at anytime if deemed
necessary by President of Commissioners or by 2
(two) or more member of the Board of
Commissioners or by Meeting of Board of
Directors or at the written request of
1 (one) or more shareholders jointly
representing 1/10 (one tenth) or more of total
voting shares.
19.2. Provisions as meant in Article 16 (save for
paragraph 16.1) shall mutatis mutandis apply to
Meeting of Board of Commissioners.
BOARD OF SHARIA SUPERVISORS
ARTICLE 20
20.1. In order to run business activities pursuant to
Sharia banking principles, the Company shall
establish and have Board of Sharia Supervisors
(“BSS”) domiciles at the Company’s main office.-
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20.2. BSS shall consist of 2 Sharia experts appointed
by the GMS as recommended by National Sharia
Board – Indonesian Ulema Council (DSN – MUI) by
paying attention to regulations of banking and
for duration commencing as of determined date at
the GMS appointing them until the conclusion of
the third Annual GMS following their appointment
date without reducing GMS right to terminate
them at anytime by paying attention to
regulations of law.
20.3. BSS shall act independently and have duties and
functions to advise and suggest the Board of
Directors as well as supervise Company’s sharia
business unit activities to be implemented
pursuant to and not against Sharia principles.
20.4. In exercising duties and functions mentioned in
paragraph 20.2, BSS may perform action as set
out in regulations of law.
20.5. The annual report of BSS supervision shall be
presented to the Board of Directors to be
contained in the Company’s annual report.
20.6. Honorarium and/or other allowance for BSS
members shall be determined by the Company
pursuant to regulations of law.
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WORKING PLAN, FISCAL YEAR AND ANNUAL REPORT
ARTICLE 21
21.1. The Board of Directors shall submit working plan
containing Company’s annual budget to the Board
of Commissioners to be approved, prior to the
beginning of the fiscal year.
21.2. The Company’s fiscal year shall run from the 1st
(first) day of January to the 31st (thirty first)
day of December. At the end of December each
year, the Company’s book shall be closed.
21.3. The Board of Directors shall prepare and provide
as well as announce Company’s annual report
pursuant to Article 66 to Article 68 of UUPT,
and announce the balance sheet and profit loss
report constituting part of Company’s financial
statement in nationally circulated Indonesian
newspaper pursuant to regulations on Capital
Market.
UTILIZATION OF NET PROFIT AND DIVIDEND DISTRIBUTION
ARTICLE 22
22.1. The utilization of Company’s net profit shall be
determined by the GMS pursuant to Article 70 and
Article 71 of UUPT.
22.2. Company may distribute interim dividend before
the end of Company’s fiscal year pursuant to
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Article 72 of UUPT.
22.3. For dividend not taken by Shareholders, Article
73 of UUPT shall apply.
22.4. The reserve not utilized to cover loss and total
reserve exceeding 20% (twenty percent) of total
subscribed and deposited capital whose
utilization not regulated by the GMS shall be
managed in proper manner on Board of Directors’
consideration upon the approval of the Board of
Commissioners as well as by paying attention to
regulations of law.
DISSOLUTION AND LIQUIDATION
ARTICLE 23
23.1. In the event of Company’s dissolution, it shall
be liquidated pursuant to Article 142, Article
143, and Article 147 to Article 152 of UUPT.
23.2. The remaining assets of Company after
liquidation shall be distributed to class A and
class B shareholders in accordance with total
shares proportion.
MISCELLANEOUS
ARTICLE 24
Anything not or not sufficiently regulated herein shall
be resolved by the GMS by paying attention to
regulations of law and Articles of Association.
