JOINT DECREE OF BOARD OF COMMISSIONERS OF PT BANK TABUNGAN NEGARA (PERSERO) Tbk. No. 01/DEKOM-BTN/2016 AND

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1 JOINT DECREE OF BOARD OF COMMISSIONERS OF PT BANK TABUNGAN NEGARA (PERSERO) Tbk No. 01/DEKOM-BTN/2016 AND BOARD OF DIRECTORS OF PT BANK TABUNGAN NEGARA (PERSERO) Tbk NUMBER: SKB-01/DIR-BTN/2016 CONCERNING AMENDMENT TO THE JOINT DECREE OF BOARD OF COMMISSIONERS OF PT BANK TABUNGAN NEGARA (PERSERO) Tbk. No. 01/KOM-BTN/2015 AND BOARD OF DIRECTORS OF PT BANK TABUNGAN NEGARA (PERSERO) Tbk. NUMBER: SKB-01/DIR-BTN/2015 ON GUIDELINES OPERATIONAL PROCEDURES FOR COMMISSIONERS AND DIRECTORS (BOARD MANUAL) Considering : a. that in order to support implementation of objective and purpose the establishment of PT. Bank Tabungan Negara (Persero) Tbk as stated in the Articles of Association; b. that in order to achieve healthy growth requires implementation of Good Corporate Governance (GCG); c. that PT. Bank Tabungan Negara (Persero) Tbk shall implement all provisions set by Bank Indonesia (BI)/Financial Services Authority (FSA) as national banking authorities and other applicable laws and regulations to 1

2 banks and public company; d. that for the purposes, it is necessary Board Manual that decribes the phases of a structured, systematic activity, easy to understand and can be run consistently, so it can be a reference for Board of Commissioners and Board of Directors in carrying out their respective duties to achieve Company s Vision and Mission; e That Bank needs to accommodate the ASEAN Corporate Governance Scorecard in improving the standards and practices of Open corporate governance in ASEAN; f. that for such purposes, needs to be set out in Joint Decree of Board of Commissioners of PT. Bank Tabungan Negara (Persero) Tbk. and Directors PT. Bank Tabungan Negara (Persero) Tbk. In view of : 1. Law Number 7 Year 1992 dated March 25, 1992 on Banking as amended by Law Number 10 Year 1998; 2. Law Number 8 Year 1995 dated November 10, 1995 on Capital Market; 3. Law of the Republic of Indonesia Number 19 Year 2003 dated June 19, 2003 on State Owned 2

3 Enterprises; 4. Law Number 24 Year 2004 dated September 22, 2004 on Deposit Insurance Agency; 5. Law Number 21 Year 2011 on November 22, 2011 on Financial Services Authority; 6. Government Regulation Number 24 Year 1992 dated April 29, 1992 on Adjustment of Legal Form of the Bank Tabungan Negara become Limited Liability Company (Persero); 7. Regulation of the Minister of SOE s Number PER-01/MBU 2011 dated August 1, 2011 on Implementation of Good Corporate Governance (GCG) as amended by Regulation of the Minister of SOE Number PER-09/MBU/2012; 8. Regulation of the Minister of SOE Number PER-12/MBU/2012 dated August 24, 2012 on Supporting Organ of Board of Commisioners/Supervisory Board of State- Owned Enterprises; 9. Regulation of the Minister of SOE Number PER-02/MBU/02/2015 dated February 17, 2015 on Requirements and Procedures for Appointment and Dismissal of Members of Board of Commissioners and Supervisory Board of State Owned Enterprises; 3

4 10. Regulation of the Minister of SOE Number PER-03/MBU/02/2015 dated February 17, 2015 on Requirements and Procedures for Appointment and Dismissal of member of Board of Directors of State Owned Enterprises; 11. Bank Indonesia Regulation Number 8/4/PBI/2006 dated January 30, 2006 on implementation of Good Corporate Governance for Commercial Banks as amended by PBI Number 8/14/PBI/2006; 12. Financial Services Authority Regulation Number 32/POJK.04/2014 dated December 8, 2014 on Implementation Plan and General Meeting of Shareholders of Public Company; 13. Financial Services Authority Regulation Number 33/POJK.04/2014 dated December 8, 2014 on Board of Directors and Board of Commissioners of Public Company; 14. Financial Services Authority Regulation Number 34/POJK.04/2014 dated December 8, 2014 on Remuneration and Nomination Committee of Public Company; 15. Bank Indonesia Circular Letter Number 12/13/DPbS dated April 30, 2010 on implementation of Good Corporate Governance 4

5 for Islamic Banks and Sharia Business Unit; 16. Bank Indonesia Circular Letter Number 15/15/DPNP dated April 29, 2013 on implementation of Good Corporate Governance for Commercial Banks; 17. Articles of Association were last published in the Deed of Annual General Meeting of Shareholders Number 51 dated March 24, 2015 in conjunction with the Deed of Annual General Meeting of Shareholders Number 25 dated May 13, Observing : Board of Directors Approval in CMPD Memo Number 1214/M/CMPD/GCG/VI/2015 dated June 12, 2015 on Signing of Board Manual Joint Agreement PT. Bank Tabungan Negara (Persero) Tbk. HAS DECIDED Stipulated : Joint Decree on Amendment to the Joint Decree of the Board of Commissioners of PT. Bank Tabungan Negara (Persero) Tbk. Number: 01/KOM-BTN/2015 and Board of Directors PT. Bank Tabungan Negara (Persero) Tbk. Number: SKB-01/DIR-BTN/2015 on Guidelines Operational Procedures For Commissioners And Directors (Board Manual) of PT. Bank 5

6 Tabungan Negara (Persero) Tbk. Article I Adding definition in Article I General Definition, as follows: 28. Scheduled Meeting is: a. Meeting of the Board of Commissioners which shall be held 1 (once) in 2 (two) months; b. Meeting of the Board of Directors shall be held 1 (once) in every month which shall be scheduled before the current year. Article II Some provisions in the appendix to the Joint Decree of the Board of Commissioners of PT. Bank Tabungan Negara (Persero) Tbk. Number: 01/KOM-BTN/2015 and Board of Directors of PT. Bank Tabungan Negara (Persero) Tbk. Number: SKB-01/DIR- BTN/2015 on Guidelines Operational Procedures For Commissioners And Directors (Board Manual) of PT. Bank Tabungan Negara (Persero) Tbk. amended as follows: 1. The provisions of Chapter II number 2.3 is added provisions in item up to to read as follows: 2.3. Duties of the Board of Commissioners President Commissioner is coordinator of the Board of Commissioners with the following tasks: Ensuring Board of Commissioners functions runs well; Chaired the Board of Commissioners meeting; 6

7 Coordinating and setting the agenda for Board of Commissioners meeting effectively, including policy and strategic issues; Creating a openness culture and facilitate constructive discussion; Ensuring accurate information and appropriate between Board of Commissioners and Board of Directors; Providing advice and maintain an effective and healthy relationship with Board of Directors. Duties of Board of Commissioners include the following: Supervising the management policy, the course of management of the Bank by the Board of Directors including the supervision of the implementation of the Long Term Plan (RJP), Annual Work Plan and Budget (RKAP), the Articles of Association and the decision of GMS, rules and legislation, in the interests of the Company in accordance with point and the Company's business objectives and perform the tasks specifically assigned to it by Articles of Association, rules and regulations and/or GMS Member of Board of Commissioners shall perform the duties and responsibilities referred to in 1 Article 15 paragraph 1. Article of Association 7

8 points good faith, full of responsibility, and prudence Perform tasks that are specifically assigned to them by the Articles of Association, regulations, provisions of Bank Indonesia/Financial Services Authority and/or decision of GMS, as stipulated in point above, which is: Oversee and advise the Board of Directors in conducting business activities of the Bank (management policy by the Board of Directors) Overseeing the effective implementation of GCG Approve and evaluate the risk management policy Evaluate the accountability of Directors on the implementation of Risk Management policy Evaluate and decide on the requests of Directors relating to Transaction that require approval from Board of Commissioners 6. 2 Article 15 paragraph 2b1. Article of Association 3 Article 9 paragraph 1. PBI No.8/4/PBI/ Article 6 paragraph a. PBI No.5/8/PBI/ Article 6 paragraph b. PBI No.5/8/PBI/ Article 6 paragraph c. PBI No.5/8/PBI/2003 8

9 Supervise the implementation of tasks and responsibilities of Board of Directors, as well as providing advice to the Board of Directors Monitor the Company 8 compliance with Bank Indonesia regulations/financial Services Authority and legislation and commitment to Bank Indonesia/Financial Services Authority and other parties in accordance with laws and regulations and/or agreements Direct, monitor, and evaluate the development and utilization of information technology Proposes external auditor to be approved in the GMS and to monitor the implementation of external auditor assignment Prepare the division of duties among the members of the Board of Commissioners in accordance with the expertise and experience of each member of the Board of Commissioners, Develop an anual work program and performance targets of the Board of Commissioners and review mechanism on the performance of the Board of Commissioners. 7 Article 9 paragraph 2. PBI No.8/4/PBI/ Article 2 paragraph 3. PBI No.13/2/PBI/2011 9

10 Develop mechanisms to deliver information from the Board of Commissioners to the stakeholders Be accountable for the implementation of the duties of the Board of Commissioners to the GMS In connection with the implementation of the Action Plan GCG Improvement, Board of Commissioners to supervise the implementation of prudent credit management and implementation of GCG in all business activities of the Company at all levels of the organization, as follows: Evaluate and supervise the policies established whether Board of Directors is in accordance with the principles of good corporate governance or not Board of Commissioners carry out its duty to oversee that Board of Directors has followed up on audit findings and recommendations of the internal audit unit, external auditor, Bank Indonesia supervision result/financial Services Authority, through the efforts of: Conduct meeting with Board of Directors and/or Internal Audit Division to discuss audit findings Monitoring follow-up settlement of the findings. 10

11 Commissioned member of Audit Committee to conduct exit meeting at the working units in the framework of the operational supervision of Company (including but not limited to credit management) In connection with the implementation of Action Plan of GCG Improvement, Board of Commissioners conduct active supervision by Board of Commissioners and/or Board of Commissioners and Board of Directors, on implementation of GCG implementation, especially issues of: Implementation of self assessment GCG by analyzing, evaluating and providing recommendations on implementation of GCG self assessment, to the giving consent of determination to the GCG composite value Implementation of GCG implementation strategy. 2. The provisions of Chapter II number added provisions in point and to read as follows: Conflict of Interest 9 Conflict of interest is a condition where the economic interests of the Company conflict with personal 9 Romawi V SE BI No.15/15/DPNP/

12 economic interest. On the matter, then member of Commissioner shall: Put the interests of the Bank and does not reduce profits of the Bank in the event of conflict of interest; Refrain from making decisions in conflict of interest condition; Disclosure kinship, financial relationship, relationship management, ownership links with the Commissioner and/or members of Board of Directors and/or controlling shareholders of the Company and/or other parties in the framework of Bank's business; In terms of lending credit to the member of the Board of Commissioners, it shall be based on reasonable limits in accordance with applicable Bank regulations without distinction one to another customer (arm's length basis) Disclosure in decision making remain to be taken in conflict of interest condition Conduct company's share transaction in 3 (three) working days 3. The provisions of Chapter II number 2.9 added provisions in point and amend the provisions in item to read as follows: 12

13 2.9. Board of Commissioners Meeting Any resolution of Board of Commissioners shall be taken at a meeting of the Board of Commissioners Meeting of Board of Commissioners shall be held regularly at least 1 (one) time in 2 (two) months. If deemed necessary, Board of Commissioners may be held at any time at the request of one or more members of the Board or at written request from Board of Directors Board of Commissioners may be held joint meeting with Board of Directors at any time if deemed necessary by considering that Board of Commissioners shall be held a joint meeting with Board of Directors on a regular basis at least 1 (one) time in 4 (four) months Board of Commissioners Meeting may be held at Company domicile or elsewhere in the territory of the Republic of Indonesia or in the Company's business activities Summon of the meeting should explain the agenda, date, time, and venue of the meeting 10 Article 16 Article of Association 13

14 2.9.6.Summons in advance is not required if all members of the Board of Commissioners are present at the meeting Summons of Board of Commissioners Meeting submitted in writing or by other means by President Commissioners or members of Board of Commissioners appointed by President and communicated within a maximum period of 5 (five) working days 11 before the meeting is held or in a shorter period of time if urgent, excluding the date of Summon and the meeting date Meeting materials as item are submitted to the Secretary of Board of Commissioners no later than 5 (five) working days 12 before the meeting held In making decisions, the Board of Commissioners Scheduled Meeting shall be attended by a minimum of 2/3 (two thirds) of the number of members of the Board of Commissioners, the presence of members of the Board of Commissioners in the meeting as referred to in point and shall be disclosed in the Company Annual Report In other agenda, Board of Commissioners Meeting is not entitled to make decision unless 11 Parameter of ASEAN CG Scorecard 12 Parameter of ASEAN CG Scorecard 14

15 all members of Board of Directors or its authorized representative, present and agreed to add the meeting agenda All Board of Commissioners meeting chaired by President Commissioner In the event that the President Commissioner is absent or unavailable for any reason, for which no evidence to third parties, Vice President Commissioner shall be chaired the meeting In the event that the Vice President Commissioner is absent or unavailable for any reason, for which no evidence to third parties, one of the member of Board of Commissioners who present in the meeting and elected in Board of Commissioners meeting may be chaired the Board of Commisioners meeting All resolutions of the meeting of the Board of Commissioners shall be taken with deliberation and consensus In the event that a resolution can not be taken with deliberation, the resolution is taken by vote agreed more than 1/2 (one half) of the total valid votes cast in the meeting Each member of Board of Commissioners is entitled to cast 1 (one) vote and additional 1 15

16 (one) vote of Board of Commissioners represented by him/her In the event more than two alternative proposals and the results of voting have not received alternative with more than 1/2 (one half) of the total votes cast, then the re-election of the two proposals that received the most votes so that one of the proposals received more than 1/2 (one half) of the total votes cast Abstained is considered approving the proposal proposed in the meeting and responsible for meeting resolution Invalid votes are considered non-existent and not counted in determining the number of votes cast at the meeting In each meeting of Board of Commissioners shall be made minutes of meeting containing discussed matters (including a statement of disapproval/dissenting opinions of member of Board of Commissioners, if any) and matters are decided Meeting Resolution as referred to in shall be set out in the minutes of meeting, signed by all Members of Board of Commissioners who present and communicated to all Members of Board of Commissioners 16

17 Meeting Resolution as referred to point shall be set out in the minutes of the meeting, signed by Member of Board of Commissioners and Board of Directors who present, and communicated to all Members of Board of Directors and Board of Commissioners In the event of a member of the Directors and/or Member of Board of Commissioners who do not sign the results of the meeting referred to in point and shall set out the reasons in writing in a separate letter attached to the minutes of meeting Minutes of the meeting as points and shall be documented by Company Board of Commissioners can also take legitimate decision without hold a meeting of Board of Commissioners with the provisions of all the Members of Board of Commissioners has been notified in writing and all Members of Board of Commissioners approves the proposal submitted in writing and signed the agreement. The decisions taken by this way has the same legal force as a legitimate decision taken by Board of Commissioners Meeting. 17

18 In the event that Member of Board of Commissioners can not physically attend the meeting, Board of Commissioners may attend the meeting via teleconference media, video conference or other means of electronic media. 3. Provisions in chapter III number 3.4 added provisions in number and number 3.6 amends and added provisions in number until so reads as follows: Conduct company's share transaction in 3 (three) working days 3.6 Board of Directors meeting Board of Directors meeting is a meeting held by Board of Directors with respect to the implementation of the tasks and functions. The agenda is based on calendar of events of Board of Directors and other matters as may be necessary, under the following conditions: All Board of Directors decisions are taken in the meeting of the Board of Directors The Board of Directors meeting shall be held at regular intervals at least 1 (once) in every month. If necessary, the meeting of the Board of Directors may be held at any time upon request 13 Article 13 paragraph 1. Article of Association 18

19 from one or more Directors or upon written request of the Board of Commissioners The Board of Directors may call a meeting with the Board of Commissioners any time when deemed necessary, provided that the Board of Directors must convene a meeting of the Board of Directors and the Board of Commissioners on a regular basis at least 1 (one) time in 4 (four) months The Board of Directors meeting may be held at the domicile of the Company or elsewhere in the territory of the Republic of Indonesia or in the Company's operations In the summons, it shall explain the event, date, time and place of the meeting The summons in advance is not required if all the members of the Board of Directors present at the meeting The calls of meeting of the Board of Directors is made in writing or by other means by a member of the Board of Directors who is entitled to represent the Company and delivered within a maximum period of five (5) working days 19 before 14 Article 13 paragraph 2. Article of Association 15 Article 13 paragraph 3. Article of Association 16 Article 13 paragraph 4. Article of Association 17 Article 13 paragraph 6. Article of Association 18 Article 13 paragraph 7. Article of Association 19 Parameter of ASEAN CG Scorecard 19

20 it can be held or in a shorter period of time if in urgent circumstances excluding the date of the call and the meeting date Meeting materials as item are submitted to the Secretary of the Company no later than 5 (five) working days 21 before the meeting is held In the decision making, the Scheduled Meeting of Board of Directors shall be attended by a minimum of 2/3 (two thirds) of the number of members of the Board of Directors or his authorized representative as referred into the of point to 3.6.7, the presence of the Board of Directors Member in the meeting referred to in point and shall be disclosed in the Company's Annual Report In the agenda of others, the Meeting of the Board of Directors is not entitled to take a decision unless all members of the Board of Directors or his authorized representative present and approve the addition of agenda item Article 13 paragraph 5. Article of Association 21 Parameter of ASEAN CG Scorecard 22 Article 13 paragraph 9. Article of Association 20

21 All Board of Directors Meeting is chaired by President Director If the Managing Director is absent or not attend for any reason, which does not need to prove to a third party, Vice President Director shall lead the Meeting of the Board of Directors If Vice President Director is absent or not for any reason, which does not need to prove to a third party, then the Board of Directors Meeting shall be chaired by a Member of the Board of Directors present and selected at the meeting To give a vote in decision making, a member of the Board of Directors may be represented at the meeting by members of the Board of Directors only by written authorization which is given for that purpose A member of the Board of Directors may only be represented by a member of the Board of Directors All resolutions in the Board of Directors Meeting are taken by consensus Article 13 paragraph 10. Article of Association 24 Article 13 paragraph 11. Article of Association 25 Article 13 paragraph 12. Article of Association 26 Article 13 paragraph 13. Article of Association 27 Article 13 paragraph 14. Article of Association 21

22 In the event that the decision can not be taken by consensus, the decision shall be taken by the polling which agreed by more than 1/2 (one half) of the total valid votes issued in the meeting Each member of the Board of Directors is entitled to cast one (1) vote and an additional one (1) vote for member of the Board of Directors represented by him/her In the case of more than two alternative proposals and the results of the voting have not received an alternative with more votes than 1/2 (one half) of the total votes cast, then the reelection of the two proposals that received the most votes so that one of the proposals gained more than 1/2 (one half) of the total votes cast Blank vote (abstained) is considered approving the proposal put forward at the meeting and is responsible for the results of the meeting's decision Article 13 paragraph 15. Article of Association 29 Article 13 paragraph 16. Article of Association 30 Article 13 paragraph 17. Article of Association 31 Article 13 paragraph 18. Article of Association 32 Article 13 paragraph 19. Article of Association 22

23 Invalid votes are considered non-existent and not counted in determining the number of votes cast at the meeting In every meeting of the Board of Directors it shall be made the minutes of the meeting, signed by the Chairman of the Meeting of the Board of Directors and the entire Board of Directors in attendance, which contains the issues discussed (including the statement of disagreement/dissenting opinion from member of the Board of Directors, if any) and things are decided The Decision as referred to in point shall set forth in the minutes of the meeting, signed by all members of the Board of Directors were present and delivered to all the Members of the Board of Directors and the Board of Directors shall convey to the Board of Commissioner if requested to be acknowledged The results of meeting as referred in to point shall be set out in the minutes of the meeting, signed by the Member of the Board of Directors and Board of Commissioners present, 33 Article 13 paragraph 20. Article of Association 34 Article 13 paragraph 21a. Article of Association 35 Article 13 paragraph 21b. Article of Association 23

24 and submitted to the Board of Directors and Board of Commissioners In the event of Member of the Directors and/or Member of the Board of Commissioners who does not sign the results of the meeting as referred to in point and , they shall specify the reasons in writing in a separate letter attached to the minutes of meeting The Minutes of meeting as point and shall be documented by Company The Directors can also take valid decisions without convening a meeting of the Board of Directors provided that all members of the Board have been notified in writing and all Members of the Board of Directors approves the proposal submitted in writing and signed the agreement. The decisions taken in this way has the same power as a legitimate decision taken by the Board of Directors Meeting In the event that the Board of Directors Members is unable to attend the meeting physically, then the Board of Directors may 36 Article 13 paragraph 21c. Article of Association 37 Article 13 paragraph 21d. Article of Association 38 Article 13 paragraph 21e. Article of Association 39 Article 13 paragraph 22. Article of Association 24

25 attend the meeting via teleconference media, video conferencing or other electronic media 40. Article III 1. This Joint Decree shall be in force as of the specified date. 2. Any matters that do not or insufficiently regulated in this Joint Decree will be determined later by the Board of Directors. 3. With the entry into force of this Joint Decree, then Joint Decree of Board of Commissioners of PT. Bank Tabungan Negara (Persero) Tbk. Number: 01/KOM-BTN/2015 and Board of Directors of the Bank Tabungan Negara (Persero) Tbk Number: SKB-01/DIR-BTN/2015 on Guidelines Operational Procedures For Commissioners And Directors (Board Manual) of Bank Tabungan Negara (Persero) Tbk. as long as not changed by this Joint Decree is declared valid. 4. In order officials and employees of the Bank may know, then this Joint Decree is published in Announcement Gazette of the Bank. Stipulated : in Jakarta On : date July 18 th 2016 PT. BANK TABUNGAN NEGARA (PERSERO) Tbk. 40 Article 13 paragraph 23. Article of Association 25

26 I Wayan Agus Mertayasa President Commisioner Maryono President Director COLLECTIVE AGREEMENT OF BOARD OF COMMISSIONERS AND BOARD OF DIRECTORS IN APPLYING THE BOARD MANUAL The Board Manual is one softstructure of GCG as a guideline for Board of Commissioners and Board of Directors in carrying out the duties, powers, responsibilities, rights and duties, both as a board and as individual capacity, which is drafted based on the principles of corporate law, the provisions of the Article of Association and legislations. Board Manual which is a script agreement/commitment between Board of Directors and Board of Commissioners, with the purposes to: 1. Become guidance related with duties and work functions of each organ. 2. Improving the quality and effectiveness of the working relationship between the organs. 26

27 With the enactment of this Board Manual in the working relationship between 2 (two) Company organs mentioned above, then all of the Company's operations can be carried out in harmony with reference to the principles of good corporate governance are, Transparency, Accountability, Responsibility, Independence and Fairness. In order to achieve the vision and mission of Company, the Board of Directors and Board of Commisioners commit to build Bank BTN in sustainable manner, which is based on the principles of honesty, transparency and avoid conflicts of interest. Similarly, the commitment between the Board of Directors and Board of Commissioners is made and confirmed, as the cornerstone of Bank BTN to realize the vision and mission of the Company. 27

28 Jakarta, 1. BOARD OF COMMISSIONERS, I Wayan Agus Mertayasa President Commissioner/Independent BOARD OF DIRECTORS, 1. Maryono President Director 2. Kamaruddin Sjam Independent Commissioner 2. Mansyur S. Nasution Director 3. Arie Coernadi Independent Commissioner 3. Iman Nugroho Soeko Director 4. Lucky Fathul Aziz Independent Commissioner* 4. Adi Setianto Director 5. Sumiyati 5. Sulis Usdoko 28

29 Commissioner Director 6. Maurin Sitorus Commissioner* 6. Handayani Director 7. Iman Sugema Commissioner* 7. Catur Budi Harto Director 29