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CRITERIA POLICY/EVIDENCE

A Rights of Shareholders

A.1 Basic Shareholder Rights


A.1.1 Does the company pay (interim and - Dividend Policy dated 18 April 2018
final/annual) dividends in an equitable and - 2018 Dividend distribution
timely manner; that is, all shareholders are announcement
treated equally and paid within 30 days
after being (i) declared for interim dividends
and (ii) approved by annual general meeting
(AGMS) for final dividends?

A.2 Right to participate in decisions concerning fundamental corporate change


Do shareholders have the right to participate in:

A.2.1 Amendments to the company’s Articles of Association dated 18 Sept 2017


constitution?

A.2.2 The authorization of additional shares?

A.2.3 The transfer of all or


substantially all assets, which in effect
results in the sale of the company?
EXPLANATION

CIMB Niaga pays dividends in an equitable and timely manner.


- Dividend Policy has been established in April 2018 which regulates and ensures that CIMB Niaga will distribute the dividend in an equitable manner to all entitled Shareholders and
pay within 30 days after being (i) declared for interim dividends or (ii) approved by the AGM for cash dividends.
- 2018 AGM approved Final Dividend and to be paid 30 days after AGM approval with the implementation as follows: Date of AGM: 24 April 2018
Payment Date: 24 May 2018
- CIMB Niaga did not distribute dividend in 2017. It is in accordance with the resolution of second agenda of 2017 AGM.

The shareholders have the right to participate on any amendments on the company's constitution - Such is identified in CIMB Niaga's AoA article 13.6.
Any amendments on the company's constitution should be approved by Shareholders through GMS, which attended by shareholders or proxies represented 2/3 of total CIMB Niaga's
shares with voting rights and approved by 2/3 of shareholders/proxies who attend the GMS.

The shareholders have the right to participate on any change in the authoriztion of the additional shares - Such is identified in the CIMB Niaga's AoA article 13.1.
The authorization of CIMB Niaga's additional shares, both authorized capital and paid up capital should be approved by Shareholders through GMS, which attended by shareholders or
proxies represented 2/3 of total CIMB Niaga's shares with voting rights and approved by 2/3 of shareholders/proxies who attend the GMS.

The shareholders have the right to participate on the transfer of all or substantially all assets, which in effect results in the sale of the company - Such is identified in CIMB Niaga's AoA
article 13.7 and inline with Indonesia Company Law (UUPT) article 102.
Any transfer of CIMB Niaga's asset which in effect result in the sale of the Bank should be approved by Shareholders through GMS, which attended by shareholders or proxies
represented 3/4 of total CIMB Niaga's shares with voting rights and approved by 3/4 of shareholders/proxies who attend the GMS.
CRITERIA POLICY/EVIDENCE
A.3 Right to participate effectively in and vote in GMS and should be informed of the rules, including voting procedures that govern the GMS

A.3.1 Do shareholders have the opportunity, - Articles of Association dated 18 Sept


evidenced by an agenda item, to approve 2017
remuneration (fees, allowances, benefit-in- - Notice of 2017 and 2018 AGM
kind and other emoluments) or any - Result of 2017 and 2018 AGM
increases in remuneration for the non-
executive directors/commissioners?

A.3.2 Does the company provide non- controlling - Article of Association dated 18 Sept 2017
shareholders a right to nominate - Announcement of 2017 EGM and 2018
candidates for board AGM
of
directors/commissioners?

A.3.3 Does the company allows - Rule of Meeting of 2018 AGM


shareholders to elect - Result of 2017 EGM and 2018 AGM
directors/commissioners individually? - Minutes (Notarial) of 2017 EGM and
2018 AGM

CRITERIA POLICY/EVIDENCE
A.3.4 Does the company disclose the voting - Rule of Meeting of 2017 EGM and 2018
procedures used before the start of AGM
meeting?

A.3.5 Do the minutes of the most recent - Result of 2017 and 2018 AGM
AGMS record that the shareholders - Summary of Meetings (Notarial) of 2017
were given the opportunity to ask and 2018 AGM
questions and the questions raised by
shareholders and answers given recorded?

A.3.6 Does the company disclose the voting - Result of 2017 and 2018 AGM
results including approving, - Minutes (Notarial) of 2017 and 2018
dissenting, and abstaining votes AGM
for all resolutions/each agenda item
for the most recent AGMS?
A.3.7 Does the company disclose the list of - Result of 2017 and 2018 AGM
board members who attended the most - Minutes (Notarial) of 2017 and 2018
recent AGM? AGM

A.3.8 Does the company disclose that all board


members and the CEO (if he is not a
board member)
attended the most recent AGM?

A.3.9 Does the company allow voting in - Rule of Meeting of 2017 and 2018 AGM
absentia? - Notice of 2017 and 2018 AGM
EXPLANATION
les, including voting procedures that govern the GMS

- Through GMS, the Shareholders of CIMB Niaga, have the opportunity to approve the remuneration of BOC and BOD of CIMB Niaga. It is identified in the Notice and Result of AGM.
2017 AGM
The fourth agenda of 2017 AGM, the shareholders approved and determined the honorarium and other benefits for BOD, BOC and Sharia Supervisory Board. The shareholders were
also been informed of the same through:
- The Notice of 2017 AGM which was published in CIMB Niaga's website and 2 national Newspapers 28 days before the Meeting.
- The Result of 2017 AGM which was published in CIMB Niaga's website on the same day with the closing of the Meeting and in 2 national Newspaper by the next working day after the
Meeting.

2018 AGM
The fifth agenda of 2018 AGM, the shareholders approved and determined the honorarium and other benefits for BOD, BOC and Sharia Supervisory Board. The shareholders were also
been informed of the same through:
- The Notice of 2018 AGM which was published 28 days before the Meeting.
- The Result of 2018 AGM which was published in the CIMB Niaga's website on the same day with the closing of the Meeting and in 2 national Newspaper by the next working day after
the Meeting.

CIMB Niaga provides non controlling shareholders a right to nominate candidates for BOC and BOD Members
It is identified in AoA art. 11.11 and the Announcement of GMS published by the Bank in the newspaper (Indonesia & English version) and Bank's website: 1 (one) or more
shareholders (including non-controlling shareholders) collectively represent 1/20 from the total number of shares of CIMB Niaga with voting rights have the opportunity to propose
agenda of GMS. The propose agenda should be submitted to the Bank max. 7 (seven) days before the Notice of GMS which will be published 28 days before the GMS, at the newspaper
(both Indonesia and English version) and Bank's website.

2017 EGM
- The Announcement of 2017 EGM was published in Bank's website and national newspaper 14 days before the Notice of EGM

2018 AGM
- The Announcement of 2018 AGM was published in Bank's website and national newspaper 14 days before the Notice of AGM.

As reflected in the Rule, Result and Minutes of 2017 EGM and 2018 AGM, the CIMB Niaga's shareholders has the opportunity to elect the candidates members of BOD and/or BOC,
individually.
- The Rule was published 28 days before the respective GMS through Bank's website
- The Result of 2017 EGM and 2018 AGM were published in Bank's website on the same day with the closing of the Meeting and in national newspaper by the next working day after
the Meeting, along with the Minutes.

EXPLANATION
- The voting procedures were disclosed in the Rule of 2017 EGM and 2018 AGM which published in CIMB Niaga's website 28 days before the Meeting.
- Moreover, before the start of the GMS, the Rule was distributed to the Shareholders and Company Secretary will read the rule of GMS.

- In the Result of 2017 and 2018 AGM, it was recorded that the shareholders and the proxy of the shareholders were provided the opportunity to ask questions/raise issues.
- The Result and Summary of Meeting (Notarial) of 2017 and 2018 AGM were published in CIMB Niaga's website on the same day with the closing of the meeting. And published
through national newspapers by the next working day after the Meeting.

- The Result and Minutes (Notarial) of 2017 and 2018 AGM disclosed the voting results including approving, dissenting and abstaining votes for each agenda of the meeting (in numbers
and percentage).
- The Result and Minutes (Notarial) of 2017 and 2018 AGM were published in CIMB Niaga's website on the same day with the closing of the Meeting and in national newspaper by the
next working day after the Meeting.
- The Result and Minutes (Notarial) of 2017 and 2018 AGM recorded and disclosed the members of BOD, BOC and Sharia Supervisory Board who attended the AGM, which published in
CIMB Niaga's website on the same day with the closing of the Meeting and in national newspaper by the next working day after the Meeting.

2017 AGM
Members of BOD, BOC and Sharia Supervisory Board attended the AGM (except Ahmad Zulqarnain Che Onn, Commissioner of the Bank and Muh. Quraish Shihab & Dr. Yulizar
Djamaluddin Sanrego Nazar, members of Sharia Supervisory Board who were absence).

2018 AGM
Members of BOD, BOC and Sharia Supervisory Board attended the AGM (except Dr. Yulizar Djamaluddin Sanrego Nazar, members of Sharia Supervisory Board who were absence).

- CIMB Niaga has voting procedure which allow the shareholders to conduct voting in absentia by providing the proxy.
- The procedure were disclosed in the Notice and Rule of the 2017 and 2018 AGM which published in Bank's website and in national newspaper 28 days before the Meeting.
- The proxy form together with the documents required were published through Bank's website 28 days before the Meeting, so it can be accessed by all the shareholders and public.
CRITERIA POLICY/EVIDENCE
A.3.10 Did the company vote by poll (as opposed - Articles of Association dated 18 Sept 2017
to by show of hands) for all resolutions - Rule of Meeting of 2017 and 2018 AGM
at the most recent AGMS?

A.3.11 Does the company disclose that it has - Result of 2017 AGM and 2018 AGM
appointed an independent party - Minutes (Notarial) of 2017 and 2018 AGM
(scrutineers/inspectors) to count and/or
validate the votes at the AGMS?

A.3.12 Does the company make publicly available - Articles of Association dated 18 Sept 2017
by the next working day the result of the - Result of 2017 EGM and 2018 AGM
votes taken during the most - Minutes (Notarial) of 2017 EGM and 2018
recent AGMS/EGMS for all resolutions? AGM

A.3.13 Does the company provide at least 21 - Invitation/Notice of 2017 EGM and 2018
days notice for all AGMS and EGMS? AGM
EXPLANATION
- In 2017 AGM , the shareholders did closed poll by using voting card (as opposed to by show of hands), while in 2018 AGM, CIMB Niaga conducted closed poll by electronic and
individual mechanism by each shareholder/proxy through a touch screen monitor provided by the Bank.
- It is regulated in CIMB Niaga's AoA article 13.2 and Rule of Meeting of 2017 and 2018 AGM which published in CIMB Niaga's website and in national newspaper 28 days before the
Meeting. Before the start of the meeting, the rule of the meeting was distributed to the shareholders and Company Secretary read the voting procedures.

As disclosed in the Result and Minutes (Notarial) of 2017 and 2018 AGM which published in CIMB Niaga's website on the same day with the closing of the meeting and in national
newspaper by the next working day after the Meeting, CIMB Niaga appointed indepedent party to count and validate the meeting quorum and votes.
2017 AGM
CIMB Niaga appointed PT Sirca Datapro Perdana as Share Administration Bureau and Ashoya Ratam, SH, MKn as Public Notary to count and validate the meeting quorum and votes.

2018 AGM
CIMB Niaga appointed PT Bima Registra as Share Administration Bureau and Ashoya Ratam, SH, MKn as Public Notary to count and validate the meeting quorum and votes.

CIMB Niaga makes publicly available the result of the votes taken during the GMS through the Result and Minutes (Notarial).
The Result and Minutes (Notarial) of the latest 2017 EGM and 2018 AGM were uploaded at Bank's website at the same day with the closing of the Meeting and in national newspaper
by the next working day after the Meeting.
AoA art. 13 10 stated the resume of GMS should be published at the latest 2 working days since the GMS.

CIMB Niaga provided 28 days notice for all GMSs, excluded the date of notice and date of GMSs. The notice was published at national newspapers, namely Bisnis Indonesia dan The
Jakarta Post (English newspaper), Stock Exchange's website and Bank's website both in English and Indonesian.

2017 EGM
EGM dated 24 August 2017, the notice was published on 26 July 2017.

2018 AGM
AGM dated 24 April 2018, the notice was publised on 26 March 2018
CRITERIA POLICY/EVIDENCE
A.3.14 Does the company provide the rationale - Articles of Association dated 18 Sept
and explanation for each agenda item 2017
which require shareholders’ approval in - Notice of 2017 and 2018 AGM
the notice of AGMS/circulars and/or the
accompanying statement?

A.3.15 Does the company give the - Articles of Association dated 18 Sept
opportunity for shareholder to place 2017
item/s on the agenda of - Announcement of 2017 and
AGMS? 2018 AGM

A.4 Markets for corporate control should be allowed to function in an efficient and transparent manner

A.4.1 In cases of mergers, acquisitions


and/or takeovers requiring
shareholders' approval, does the
board of
directors/commissioners of the
company appoint an
independent party to evaluate
the fairness of the transaction
price?

A.5 The exercise of ownership rights by all shareholders, including institutional investors, should be facilitated

A.5.1 Does the company disclose its practices - Policy of Communication with
to encourage shareholders to Shareholders dated 15 March 2018
engage the company beyond AGMS? - Notice of 2017 EGM and 2018
AGM

B Equitable Treatment of Shareholders


B.1 Shares and Voting Rights

B.1.1 Does the company's ordinary or common - Articles of Association dated 18 Sept
shares have one vote for one share? 2017
- Rule of 2017 EGM and 2018 AGM

B.1.2 Where the company has more than one - Articles of Association dated 18 Sept
class of shares, does the company 2017
publicise the voting rights attached to - Rule of 2017 EGM and 2018 AGM
each class of shares (e.g. through the
website of the company / the stock
exchange/ the regulator's website)?

B.2 Notice of AGMS


B.2.1 Does each resolution in the most recent - Result of 2017 and 2018 AGM
AGMS deal with only one item, i.e., there is - Minutes (Notarial) of 2017 and 2018
no bundling of several items into the AGM
same resolution?
B.2.2 Are the company's notice of the most recent - Announcement, Notice and Result of
AGMS/circulars fully translated into English 2017 and 2018 AGM
and published on the same date as the local
- language version?

Does the notice of AGM/circulars have the


following details:
B.2.3 Are the profiles of - Material of 2017 EGM and 2018
directors/commissioners (at least AGM
age, academic qualification, - Bank's website
date of appointment, experience,
and directorships in other listed
companies) in seeking
election/re-election included?

B.2.4 Are the auditors seeking - Material of 2017 and 2018 AGM
appointment/re-appointment clearly
identified?

B.2.5 Were the proxy documents made - Form of Power of Attorney


easily available? in the Bank's website and Share
Administration Bureau

B.3 Insider trading and abusive self-dealing should be prohibited.


B.3.1 Does the company have policies and/or rules - Conflict of Management Policy, dated 2
prohibiting directors/commissioners and Dec 2016
employees to benefit from knowledge which
is not generally available to the market?

B.3.2 Are the directors / commissioners required - Conflict of Management Policy dated 2
to report their dealings in company shares Dec 2016
within 3 business days?

B.4 Related party transactions by directors and key executive


B.4.1 Does the company have a policy requiring - GCG Charter dated 16 March 2016
directors - Code of Ethics & Conduct dated 16 June
/commissioners to disclose their interest in 2017
transactions and any other conflicts of - Conflict of Management dated 2 Dec
interest? 2016
- BOC Charter dated 19 Dec 2017
- BOD Charter dated 3 Oct 2017

B.4.2 Does the company have a policy requiring a - BOC Charter dated 19 Dec 2017
committee of independent - Credit Policy on 2012
directors/commissioners to review material - Commercial Credit Policy on Feb 2018
RPTs to determine whether they are in the - Credit Authority Policy on Oct 2013
best interests of the company and - Audit Committee Charter dated 21 March
shareholders? 2016
- GCG Charter dated 16 March 2016

B.4.3 Does the company have a policy requiring - Articles of Association dated 18 Sept
board members 2017
(directors/commissioners) to abstain - GCG Charter dated 16 March 2016
from participating in the board discussion - BOC Charter dated 19 Dec 2017
on a particular agenda when they - BOD Charter dated 3 Oct 2017
are conflicted?

B.4.4 Does the company have policies on - BOC Charter dated on 19 Dec 2017
loans to directors and commissioners - Credit Policy on 2012
either forbidding this practice or - Commercial Credit Policy on Feb 2018
ensuring that they are being conducted - Credit Authority Policy on Oct 2013
at arm's length basis and at market rates?

B.5 Protecting minority shareholders from abusive actions


B.5.1 Does the company disclose that RPTs are - 2017 Annual Report
conducted in such a way to ensure that they
are fair and at arms' length?

B.5.2 In case of related party - Articles of Association dated


transactions requiring 18 Sep 2017
shareholders' approval, is the
decision made by disinterested
shareholders?

C Role of Stakeholders

C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected.

Does the company disclose a policy and practices that address :

C.1.1 The existence and scope of the company's - Customer Protection & Provision of
efforts to address customers' welfare? Information-Data- Documents to Third
Parties Policy dated 18 Oct 2017
- Code of Ethic & Conduct dated 16 June
2017
- Whistleblowing policy on Mar 2018
EXPLANATION
CIMB Niaga has given the rationale and explanation for each agenda.
It is regulated in the AoA art 12.2.a: CIMB Niaga is obliged to provide the rationale, explanation and material of the meeting for each GMS's agenda item when the Bank issued notice of
GMS.
The Rationale, explanation and material of the meeting of 2017 and 2018 AGMs were been uploaded at Bank's website at the same day of the publication of Notice, i.e 28 days before
the AGM.

CIMB Niaga places the opportunity for shareholder to place item(s) on the agenda of AGM.
It is identified in the AoA art 11.11: 1 (one) or more of the shareholders collectively represent 1/20 from the total number of shares of CIMB Niaga with voting rights have the rights to
place item(s) on the agenda of GMS.

In the Announcement of 2017 and 2018 AGMs which published in Bank's website and national newspaper by 14 days before the Notice of the Meeting, it was informed the procedure
for shareholders to place item(s) on the agenda of GMS.

sparent manner

In order to ensure the fairness of the transaction price in the event of merger, acquisitions and/or takeovers, BOD and/BOC will appoint
an independent party to evaluate the fairness of the transaction price

s, should be facilitated

Policy of Communication with Shareholders No. M.02 dated 15 March 2018: CIMB Niaga realises the importance of regular and continuous communication with the shareholders and
investors, as is fully committed to perform disclosure, transparency and accountability which is indicated by regularly conduct Public Expose at least once a year, and Analyst Meetings
held by the Bank every quater.

In addition, Bank also has specific "Investor Relations"and "Good Corporate Governance" sections in the Bank's website, which contains any and all usefull information for the
shareholders and investors, along with the contact information of Corporate Secretary, Investor Relations, Whistleblowing and Phone Banking as comunication tools.

Each CIMB Niaga's shares provides the holders to cast 1 vote, as stated in:
- AoA art. 13.3
- Rule of Meeting of 2017 EGMS and 2018 AGMS which published in Bank's website and in national newspaper 28 days before the Meeting

- CIMB Niaga has 2 (two) type of shares, namely A class shares and B class shares. Both A class shares and B class shares provides the rights to attend GMS and have 1 (one) vote for
one share. It is identified in Bank's AoA article 13.3 and Rule of GMS.
Rule of Meeting of 2017 EGM and 2018 AGM which published in Bank's website and in national newspaper 28 days before the Meeting

- In the 2017 & 2018 AGM, every resolution only contain 1 (one) item, there's no bundling items.
- The Result and Minutes (Notarial) of 2017 & 2018 AGM have been published through Bank's website at the same day with the closing of the meeting and in national newspapers i.e.
Bisnis Indonesia dan The Jakarta Post (English newspaper), Stock Exchange's website by the next working day after the Meeting as well as reported to FSA, IDX and other regulators
The CIMB Niaga's Notice of the most recent AGMS/circulars were fully translated into English and published on the same date as the local language. Further, to ensure equitable
treatment to all shareholders, CIMB Niaga published GMS's Announcement and Notice in 2 (two) versions, namely Indonesian and English. Both versions were publised in the same day.
2017 AGMS held on 25 April 2017
- The announcement of AGMS was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded
both versions at Bank's website on 10 March 2017
- The notice of AGMS was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded both
versions at Bank's website on 27 March 2017
- The resolutions of AGMS was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded
both versions at Bank's website on 26 April 2017
2018 AGMS held on 24 April 2018
- The announcement of AGMS was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded
both versions at Bank's website on 9 March 2018
- The notice of AGMS was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post and uploaded both versions at Bank's
website on 26 March 2018
- The resolutions of AGMS was published in Indonesian and English through national newspapers, namely Bisnis Indonesia and The Jakarta Post (English newspapers) and uploaded
both versions at Bank's website on 25 April 2018

CIMB Niaga disclosed the profile of candidate of BOD and/or BOC's members to Bank's website at the same day with the publication of Notice of GMS which is 28 days before the
Meeting.
In the Notice of GMS was stated that the profile of candidate of BOD and/or BOC members are available in the Bank's website.

The information (CV and company profile) on proposed both Public Accountant and Public Accountant Firm was published and disclosed through Bank's website at the same day with
the publication of Notice of 2017 & 2018 AGM which is 28 days before the Meeting.
In the Notice of GMS was stated that theinformation (CV and company profile) on proposed both Public Accountant and Public Accountant Firm are available in the Bank's website.

28 days prior to the GMS, proxy documents (Both Indonesia & English versions) were available at the Share Administration Bureau or download it from Bank's website.

CIMB Niaga prohibits all members of BOD, BOC, Sharia Supervisory Board and employees to benefit from the knowledge which is not generally available to the market. Such policy is
identified in the Conflict Management Policy

Prior to the dealings in CIMB Niaga's shares, members of BOD, BOC and their family need to get clearence from Control Rooms.
After the dealings in CIMB Niaga's shares, members of BOD, BOC and their family are obliged to report their ownership and dealings at the latest 2 (two) business days since the
ownership and/or dealings.
CIMB Niaga’s policies on conflict of interest, among others identified in GCG Charter, BOC Charter, BOD Charter, Code of Ethics & Conduct and Conflict of Management
- BOC and BOD must avoid any potential of having conflict of interest. In the event of conflict of interest, members of the BOC and BOD are prohibited to take action.
- BOC, BOD and Employee are prohibited to use sensitive/ confidential information that benefit him/her or person who received the information, and/or information that may effect
the financial value of the instrument.

CIMB Niaga’s policies on Related Party Transactions, among others identified in:
- BOC Charter: BOC, including Independent Commissioners, involve in the decision making of loan to related parties.
- Credit Policy (Kebijakan Pokok Perkreditan) & Commercial Credit Policy: Loan to related party should obtain BOC’s approval, in accordance with prevailing regulations (internal &
external) and being monitored.
- Credit Authority Policy: Loan to related parties must be approved by authorized credit approval and BOC
- GCG Charter and Audit Committee Charter: Audit Committee to review and report to BOC on Bank’s potential conflict of interest.

CIMB Niaga's policies that requiring the BOD/BOC members to abstain from participating in the board discussion on a particular agenda when they are conflicted are identified, among
others, in:
AoA :
Art. 15.6 To conduct the transaction that contained economic conflict of interest between BOD, BOC or shareholders with the Company, BOD needs GMS approval from the
shareholders that do not have conflict of interest, in accordance with the prevailing capital market regulations.
Art. 15.7 In the event that the Company has conflict of interest with personal interest of the Director, then the Company shall be represented by other members of BOD which has no
conflict of interest. And in the event the Company has conflict of interest with all BOD members, then the Company shall be represented by the BOC, by considering art.15.6

GCG Charter, BOC Charter, BOD Charter


CIMB Niaga should avoid conflict of interest. BOC and BOD must avoid any potential of having conflict of interest In the event of conflict of interest, members of the BOC and BOD are
prohibited to take action.

CIMB Niaga's policies on loans to BOD and BOC members are included and disclosed in:
- BOC Charter:
The BOC and their families and other affiliated parties must not borrow money from the Bank.
- Credit Policy (Kebijakan Pokok Perkreditan) & Commercial Credit Policy:
Loan to related party should obtain BOC’s approval, in accordance with prevailing regulations (internal & external) and being monitored.

- Credit Authority Policy:


Loan to related parties must be approved by authorized credit approval and BOC

- Annual Report:
Loans to BOD are conducted under the normal pricing and terms policy, and considered as transactions with non-related parties with the Bank. Loans to the BOD must be calculated as
per the LLL for CIMB Niaga in accordance with PBI No. 8/13/PBI/2006

In CIMB Niaga's 2017 Annual Report page 214 and 517, it was disclosed that all transactions with related parties are conducted with normal pricing and conditions (arms-length).

CIMB Niaga's AoA article 13.5 identified the GMS shall approve conflict of interest transactions, with the following procedures:
a. The shareholders who have conflict of interest are deemed to made the same decision with a decision approved by an independent
shareholders that have no conflict of interest
b. The GMS must be attended by independent shareholders representing more than a half of total independent shareholders and the
decision is valid if it is agreed by independent parties representing a half of total independent shareholders.

ts are to be respected.

CIMB Niaga has policies and practices efforts to address its customer's welfare, namely:
Customer Protection & Provision of Information-Data-Documents to Third Parties Policy:
- CIMB Niaga is required to provide and/or communicate information about products/services to the Customer in an accurate, honest, clear and non-misleading manner.
- CIMB Niaga should ensure the safety of customer’s deposits, funds, or assets which under Bank’s responsibility.
- CIMB Niaga established Customer Care Unit whom responsible to handle customer complaints.
- CIMB Niaga has SLA to handle customer complaints within 2-14 days (up to 45 days for complex complaints) Code of Ethics & Conduct (Relationship with Customers)
- Every transactions with the customers must be conducted fairly, honestly, full of integrity and meet the ethical standards and in accordance with prevailing Customer Protection Policy.
- Employees are required to service the customer politely and professionally in order to avoid issues that potentially damage the Company’s reputation
Whistleblowing Policy
CIMB Niaga provides communication channel for fraud indication report to prevent any potential fraud in the Bank: “Ayo Lapor”. In 2017 appointed Deloitte Indonesia, independent
party, to manage Bank’s whistleblowing system.
Agreement with Customers
Information on benefits, cost and risk of products and/or services must be disclosed in the agreement with the customers
CRITERIA POLICY/EVIDENCE
C.1.2 Supplier/contractor selection - Code of Ethic & Conduct dated 16 June
procedures? 2017
- Procurement of Goods and Services
Policy dated 11 Sept 2017

C.1.3 The company's efforts to ensure that its - Smart Spending Policy dated 25 Feb
value chain is environmentally 2015
friendly or is consistent with - Commercial Credit Policy on Feb 2018
promoting sustainable development? - 2017 Sustainability Report
EXPLANATION
CIMB Niaga has policies and practises in selecting suppliers, namely:
Procurement of Goods and Services Policy:
- The procurement is carried out through a tender process by considering several aspects: (i) implementation of transparency principle,
(ii) avoiding conflict of interest, (iii) focus on the objective to obtain the best quality of goods and services and (iv) optimal purchasing efficiency through the quality and price
comparison
- Registered suppliers, vendors and consultants were selected through several test that includes ensuring the completeness of partners' business license, site visit to partners' business
location, references cross checking, and screening by using AML and BI's black list applications.

Code of Ethics & Conduct (Relationship with Business Partners):


- Aim to run business operational with integrity in accordance to GCG principal
- Business operational should be done in fair and open competition.
- Fair and Objective evaluation in the procurement of goods and services

CIMB Niaga's policies and efforts to ensure that its value chain is environmentally friendly or is consistent with promoting sustainable development, in:
2017 Sustainability Report
- CIMB Niaga’s commitment in the environment focused on the efforts to preserve the environment for the next generations. Meanwhile, in the context of internal scope,
CIMB Niaga focuses on realizing a healthy work environment through environmentally friendly policy and initiatives.
- This commitment is declared in the Green Office Policy that is included in the Smart Spending Policy. Such policy is in line with CIMB Niaga’s plan to become a part of Green Banking
Industry in the future
- Several activities conducted by the Bank, including:
i. Taking into account the environment aspect in disbursing loan to customers (Commercial Credit Policy)
ii. Management of the use of environment friendly material and waste paper recycling (Smart Spending Policy)
iii. Energy saving (Smart Spending Policy)
iv. Green office socialization and lifestyle (Smart Spending Policy)
v. Bambu Lestari CIMB Niaga- KEHATI Program

Commercial Credit Policy


CIMB Niaga supports Green Credit by taking into account several conditions, including:
- Environmental Impact Analysis (Aspek Mengenai Dampak Lingkungan Hidup/AMDAL) rating of the potential debtor as one of the consideration in credit approval
- The debtor is obliged to submit Assessment on Company’s Performance Rating in Environment Management (Penilaian Peringkat Kinerja Perusahaan Dalam Pengelolaan
Lingkungan Hidup/PROPER)
- The potential debtor which has significant problem on environment and social risk to be classified as Special Consideration Credit
CRITERIA POLICY/EVIDENCE
C.1.4 The company's efforts to interact with the - 2017 Sustainability Report
communities in which they operate?
EXPLANATION
CIMB Niaga manifests its CSR program as the “CIMB Niaga Peduli” which consists of 4 pillars, namely: education programs, environmental care, social condition improvement through
the community development and empowerment as well as philanthropy activities.
- Community Development and Empowerment Pillar aims to improve the welfare of the community through character building, empowering the community, training the community,
developing self-skills, and helping people to be independent and improve their wealthiest. To run this pillar, CIMB Niaga has:
i. Community Link Program: CSR activities conducted by Branch in local area.
ii. Disability Empowerment Program: This program start since 2013. As of 2017, we have 48 disability employees as Telesales Funding and 10 disability employees as Phone Banking
Social Media Officer
iii. Car Learning Program: In cooperation with Yayasan Cinta Anak Bangsa (YCAB) we run Mobile Computer Lab (“Mobil Belajar”) for Elementary until Junior High School students.
iv. Employee Volunteer Program: Involvement of employee as volunteers in “Ayo Menabung Dan Berbagi” (AMDB) and “Tour de Bank” CSR Program.
- Education Pillar, CIMB Niaga has conducted programs including:
i. Scholarship Program : CIMB Niaga Scholarship Program, ASEAN Scholarship Program, Internship Program for the best Scholarship Participants.
ii. Banking Financial Literacy and Education :Tour de Bank, AMDB, Mini Banking Laboratory , Bourse Game Laboratory in University of Indonesia, etc.

- Environmental Care Pillar, several activities conducted by the Bank, including:


i. Taking into account the environment aspect in disbursing loan to customers (Commercial Credit Policy)
ii. Management of the use of environment friendly material and waste paper recycling (Smart Spending Policy)
iii. Energy saving (Smart Spending Policy)
iv. Green office socialization and lifestyle (Smart Spending Policy)
v. Bambu Lestari CIMB Niaga- KEHATI Program
- Philanthropy Pillar, aims helping improve the welfare of the community. CIMB Niaga has:
i. Povided lactation rooms in the work environment
ii. Donated wheelchairs to Rumah Singgah Anak Kanker at Banjarmasin, South Kalimantan
iii. Blood donation programs and health talks which conducted regularly
iv. Natural Disaster Programs
CRITERIA POLICY/EVIDENCE
C.1.5 The company's anti-corruption - Code of Ethic & Conduct dated 16 June
programmes and procedures? 2017
- Whistleblowing policy on Mar 2018
- Smart Spending Policy dated 25 Feb
2015

C.1.6 How creditors' rights are Policy of Creditor's Rights


safeguarded?

C.1.7 Does the company have a separate 2017 Sustainability Report


report/section that discusses its
efforts on environment/economy
and social issues?
EXPLANATION
CIMB Niaga's anti-corruption programmes and procedures are identified in:
Code of Ethics & Conduct
- Receive and Give Gratification: Employees and their families are prohibited from receiving or giving gifts, prizes, services, entertainment, sponsorship for outing, gathering, training,
seminar, workshop, business trip which is financed or managed by and/or from any vendor or party.
- Financial Interest received other from the Bank: Employees must report financial interest received from customer, declare his/her shares ownership (at least 5%) in other companies,
and shall not be involved in any transactions/affairs between the Company and the Customer.
- Anti Bribery and Corruption: The Bank will not tolerate any kind of bribery and corruption conducted by employee to third parties or vice versa, Employee must avoid any activities
that has bribery or corruption potential, Employee are responsible to prevent, detect and report the bribery and/or any kind of corruption in accordance with Bank’s policies.
Whistleblowing policy
- The Bank runs the whistleblowing program "Let's Report/Ayo Lapor“
- In 2017 appointed Deloitte Indonesia, independent party, to manage Bank’s whistleblowing system
Integrity, one of the core value of the Bank, has a meaning that the Bank will not tolerate any acts contrary to this value. The Bank firmly believes in acting professionally, fairly and
with integrity in all its business dealings and relationships.
Smart Spending Policy
- Birthday Gift, Delivery Gift and similar items including for the purchase of wreaths and/or souvenirs (for the similar activity) for personal purposes, cannot be charged to company
expenses.
- The Bank regularly, at the end of the year, sends letter to Bank’s partners (vendors, suppliers, Law Firm, Notary and PPAT) to remind them not to give any present/gifts ( related to Idul
Fitri, other religious festivals or New Year), any kind of bribes to the Commissioners, Directors and employees of CIMB Niaga as well as inform Bank’s whistleblowing channels

CIMB Niaga has established its Policy of Creditor's Rights, which stated:
- CIMB Niaga implements an honest and transparent information disclosure
- In order to ensure the rights are properly implemented, CIMB Niaga stipulates the rights of creditor in the agreements
- CIMB Niaga performs its obligations as promised in a timely manner and to avoid delays or omissions that could potentially result in loss of both parties.

- CIMB Niaga issued Sustainability Report which prepared based on Global Reporting Initiative (GRI) Standard Framework and received Independent Assurance Statement from
Independent Party, namely Moores Rowland.
- CIMB Niaga's Annual Report also included Corporate Social Responsibility Report which covered Bank's CSR policies and strategies as well as implementation of each CSR focus
CRITERIA POLICY/EVIDENCE
C.2 Where stakeholder interests are protected by law, stakeholders should have the opportunity to obtain effective redress for violation of their rights.

C.2.1 Does the company provide contact - Bank's website


details via the company's website - 2017 Annual Report
or Annual Report which stakeholders - Branch Offices
(e.g. customers, suppliers, general
public etc.) can use to voice their concerns
and/or complaints for possible violation of
their rights?

C.3 Mechanisms for employee participation should be permitted to develop.

C.3.1 Does the company explicitly disclose - Collective Labour Agreement dated 30
the policies and practices on May 2017
health, safety and welfare for its - Policy on Allowances for Food and
employees? Transportation dated 3 Oct 2017
- Policy on Holiday and End- Year
Allowances dated 3 Oct 2017
- Incentive Policy dated 1 Sept 2017
- Leave Policy dated 1 Jan 2018
- Policy on Employee Health Care
Facility dated 3 Oct 2017
- Policy on Employee Loan Facility
dated 1 Feb 2018
- Policy on Cellphone and Club
Membership Facility dated 3 Oct 2017
- Policy on Rewards of
Employment dated 4 Dec 2017
- Policy on Retirement
Preparation dated 4 Dec 2017
EXPLANATION
portunity to obtain effective redress for violation of their rights.

CIMB Niaga ensures that all stakeholders have the same opportunity and easy access to voice their concerns and/or complaints to the Bank. The Bank provides many channels such as:
(i) Branch offices, (ii) Phone-banking 14041, (iii) Dedicated email, (iv) Bank's social media accounts such as face book and twitter, (v) Dedicated access to receive whistle blowing, i.e.
through mail, SMS, and email, (vi) Dedicated whistleblowing access managed by PT Deloitte Konsultan Indonesia: Website, E-mail, Telephone, SMS & WA, Facsimile and Mail
All the contact details are disclosed in Bank’s website, Annual Report and branch offices

CIMB Niaga shows concerns pertaining to the safety and health of its employees by continuing to mitigate the impacts on the employees and on the sustainability of the business unit
operations. As stated in the Collective Labour Agreement of CIMB Niaga and its employees, the health and safety of each employee serves as a part of the Bank’s commitment to all
employees. The Bank maintains its occupational health and safety efforts and implements the corresponding management system which is integrated with the Bank’s overall
management in accordance with the prevailing regulations. The provisions for such health and safety programs are implemented in the Bank which include among others: Non-smoking
prohibition within the Bank’s offices, provision of health care assistance, examination of pregnancy, childbirth and miscarriage, support for family planning, purchase of prescription
glasses, periodic health check-ups, etc.
In accordance with the welfare for its employees, CIMB Niaga ensures that employees attain welfare in accordance with their rights and obligations., committed to implementing a
system of remuneration that is competitive, fair and balanced. As such, the Bank established policies related to health, safety and welfare for employee (allowance, incentive, leave,
health care assistance, insurance, loan, pension fund)
Every month, CIMB Niaga through HR Directorate also conducts regular meetings with the union to communicate HR related policies. CIMB Niaga also communicates policies on health,
safety and welfare for employee through internal web (e-Manual), e-mail (HR Info), and Induction program.
CRITERIA POLICY/EVIDENCE
C.3.2 Does the company explicitly disclose - Policy on Implementation of Employee
the policies and practices on Learning Program dated 1 Jan 2014
training and development programmes - Code of Ethics and Conduct dated 16
for its employees? June 2017
EXPLANATION
In the CIMB Niaga's Code of Ethics and Conduct, employees are required to consistently improve and update required skills or qualifications to maintain his/her level of
professionalism. CIMB Niaga through its HR Directorate manages development and innovation in designing HR development programs to provide continuous learning. The activities are
arranged under several considerations, namely effectiveness, impact, and Bank objectives. The implementation of training is conducted with careful attention to quality, based on
efficiency and effectiveness.

In developing education and training programs for employees, the Bank focuses on (i) an integrated learning approach to support the needs and business objectives; (ii) behavioral
development, (iii) managerial and leadership skills, and (iv) functional capabilities (including technical skills) and special methods; (v) The Bank also provides an opportunity for
employee to receive experience through the employee exchange program.

Education and development methods implemented by the Bank, including academy, couching and, mentoring, train for the trainer, online learning and Learning on the Go. Bank also
has its own learning center facilities called Learning Center Gunung Geulis and Dynaplast Building, located at Bogor and Karawaci-Tangerang, respectively.

Training programs offered by CIMB Niaga are socialized to employee through emails, Learning Content Management System, and Learning Catalogue. In addtion to attending class
trainings, CIMB Niaga also provides e-learning system such as Learning Content Management System so as the employee can accomplish certain training modules through their
computers. While Learning on the Go is the latest breakthrough by HR Directorate, where employee is inviting to conduct learning session through web-based (handphone).
Employee can access Learning on the Go via their mobile at any time any where.

Disclosure on Bank's policies and practice on training and development programs for its employees can be found in Annual Report, Sustainability Report and Gallery News (for internal
disemination).
CRITERIA POLICY/EVIDENCE
C.3.3 Does the company have a Risk Based Remuneration Policy,
reward/compensation policy that dated 2 Oct 2017
accounts for the performance of
the company beyond short-term
financial measures?

C.4 Stakeholders including individual employee and their representative bodies, should be able to freely communicate their concerns about illegal or unethical practice

C.4.1 Does the company have a whistle - Whistleblowing policy dated Mar 2018
blowing policy which includes
procedures for complaints by
employees and other stakeholders
concerning alleged illegal and unethical
behaviour and provide contact details
via the company's website or annual
report

C.4.2 Does the company have a policy or - Whistleblowing policy dated Mar 2018
procedures to protect an
employee/person who reveals alleged
illegal/unethical behaviour from
retaliation?
EXPLANATION
The Bank has Remuneration Policy which is formulated based on an integral part of the Bank’s financial capabilities and implemented based on competitive, fair and risk-based
principles in line with the directions and policies of the OJK. It covers, including:
(i) Prudential principle in the risk based remuneration
- Fix remuneration shall refer to Bank’s policy by taking into account size, complexity of business, peer group, inflation, financial performance, prevailing regulations, etc
- Variable remuneration will be in cash and/or stock or stock based instrument issued by the Bank, in certain percentage of total remuneration by considering performance, objectivity,
independency and risk of the Bank
- Variable remuneration will be provided to BOD and MRT by considering the role and responsibility in managing the Bank
(ii) Material Risk Takers Determination
- Determination of MRT by using qualitative method
- Determination of MRT can also use quantitative method
- The employee whom determined as MRT may not determined as MRT at the next year
(iii) Malus and/or Clawback mechanism
- Risk based variable remuneration will be provided by using malus method, clawback method or both methods
- Minimum deferred period for variable remuneration is 3 years with prorate basis.

be able to freely communicate their concerns about illegal or unethical practices to the board and their rights should not be compromised for doing this

CIMB Niaga has whistleblowing policy and gradually made improvement of it, both in: reporting mechanism, by appointing Deloitte Konsultan Indonesia, independent party to manage
Bank’s whistleblowing system, socialization mechanism, through periodic email blast, etc
The detail of access to submit complaints and contact details are clearly disclosed in Annual Report and regularly disseminated to all employees through email.

Through the whistleblowing policy, CIMB Niaga ensures the protection to the reporting party, witnesses and reporters, among others the protection of identity confidentiality, providing
facilities that are possible under applicable law, as well as protection from counterattack by the reported party.
CRITERIA POLICY/EVIDENCE
D Disclosure and Tranparency
D.1 Transparent Ownership Structure

D.1.1 Does the information on 2017 Annual Report


shareholdings reveal the identity of
beneficial owners, holding 5% shareholding
or more?

D.1.2 Does the company disclose the direct


and indirect (deemed) shareholdings of
major and/or substantial shareholders?

D.1.3 Does the company disclose the direct and Conflict Management Policy 2017 Annual
indirect (deemed) shareholdings of directors Report
(commissioners)?

D.1.4 Does the company disclose the direct Conflict Management Policy CIMB Niaga
and indirect (deemed) shareholdings Shares Ownership by Senior
of senior management? Management disclosed in Bank's website

D.1.5 Does the company disclose details 2017 Annual Report


of the parent/holding company,
subsidiaries, associates, joint ventures
and special purpose enterprises/
vehicles (SPEs)/ (SPVs)?

D.2 Quality of Annual Report


Does the company's annual report disclose the following items:

D.2.1 Corporate Objectives 2017 Annual Report

D.2.2 Financial Performance indicators 2017 Annual Report

D.2.3 Non-Financial Performance indicators 2017 Annual Report

D.2.4 Dividend Policy - 2017 Annual Report


- Dividend Policy dated 18 April 2018
D.2.5 Biographical details (at least age, academic - 2017 Annual Report
qualifications, date of first appointment, - Bank's website
relevant experience, and any other
directorships of listed
companies) of all
directors/commissioners

D.2.6 Attendance details of each 2017 Annual Report


director/commissioner in all
directors/commissioners meetings held
during the year

D.2.7 Total remuneration of each member 2017 Annual Report


of the board of
directors/commissioners

Corporate Governance Confirmation


D.2.8 Does the Annual Report contain a 2017 Annual Report
statement confirming the company's
full compliance with the code of
corporate governance and where there is
non-compliance, identify and explain
reasons for each such issue?

D.3 Disclosure of Related Party Transactions (RPTs)

D.3.1 Does the company disclose its policy 2017 Annual Report
covering the review and approval of
material RPTs?

D.3.2 Does the company disclose the name, 2017 Annual Report
relationship, nature and value for each
material RPTs?

D.4 Directors and Commissioners dealings in the shares of the company

D.4.1 Does the company disclose trading in the 2017 Annual Report
company's shares by insiders?

D.5 External Auditor and Auditor Report


Where the same audit firm is engaged for both audit and non-audit services

D.5.1 Are the audit and non-audit fees disclosed? 2017 Annual Report
D.5.2 Does the non-audit fee exceed the audit 2017 Annual Report
fees?

D.6 Medium of Communications

Does the company use the following modes of communication?

D.6.1 Quarterly Reporting Bank's website

D.6.2 Company Website - Bank's website


- Policy of Communication with
Shareholders dated 15 March 2018

D.6.3 Analyst’s briefing - Bank's website


- Policy of Communication with
Shareholders dated 15 March 2018

D.6.4 Media briefings/press conferences - Bank's website


- Policy of Communication with
Shareholders dated 15 March 2018

D.7 Timely filing/release of annual/financial reports


D.7.1 Are the audited annual financial report / 2017 Annual Report
statement released within 120 days
from the financial year end?

D.7.2 Is the annual report released within 2017 Annual Report &
120 days from the financial year end? Sustainability Report

D.7.3 Is the true and fairness/fair 2017 Annual Report


representation of the annual financial
statement/reports affirmed by the
board of directors/commissioners
and/or the relevant officers of the
company?

D.8 Company Website


Does the company have a website disclosing up-to-date information on the following:
D.8.1 Financial statements/reports (latest CIMB Niaga's website
quarterly)

D.8.2 Materials provided in briefings to analysts


and media

D.8.3 Downloadable Annual Report


D.8.4 Notice of AGM and/or EGM

D.8.5 Minutes of AGM and/or EGM

D.8.6 Company's constitution


(company's by-laws,
memorandum and articles of
association)

D.9 Investor Relations


D.9.1 Does the company disclose the contact Bank's website
details (e.g. telephone, fax, and email) of
the officer / office responsible for
investor relations?

E RESPONSIBILITIES OF THE BOARD


E.1 Board Duties and Responsibilities
Clearly defined board responsibilities and corporate governance policy

E.1.1 Does the company disclose its corporate - Articles of Association dated 18 Sept
governance policy / board charter? 2017
- GCG Charter dated 16 March 2016
- Code of Ethic & Conduct dated 16 June
2017
- BOC Charter dated 19 Dec 2017
- BOD Charter dated 3 Oct 2017

E.1.2 Are the types of decisions requiring - Articles of Association dated 18 Sept
board of 2017
directors/commissioners' approval - BOC Charter dated 19 Dec 2017
disclosed? - BOD Charter dated 3 Oct 2017
- GCG Charter dated 16 March 2016

E.1.3 Are the roles and responsibilities of - Articles of Association dated 18 Sept
the board of 2017
directors/commissioners clearly stated? - GCG Charter dated 16 March 2016
- BOC Charter dated 19 Dec
2017

Corporate Vision/Mission
E.1.4 Does the company have an updated vision - GCG Charter dated 16 March 2016
and mission statement? - 2017 Annual report

E.1.5 Does the board of directors play a leading - BOD Charter dated 3 Oct 2017
role in the process of developing and
reviewing the company's strategy at
least annually?

E.1.6 Does the board of directors have a process


to review, monitor and oversee the
implementation of the corporate strategy?
E.2 Board Structure

Code of Ethics or Conduct


E.2.1 Are the details of the code of ethics or - Code of Ethic & Conduct dated 16 June
conduct disclosed? 2017
EXPLANATION

Information on shareholding covers the information of ultimate shareholders, top 20 shareholders, >5% shareholdings and shareholdings by BOC and BOD members. The information
were included in 2017 Annual Report page 94-95, 115-117 and 460

2017 Annual Report page 94-95, 115-117 and 460 disclosed CIMB Group corporate structure, including the Ultimate Shareholders of CIMB Niaga.

CIMB Niaga established Conflict Management Policy, required BOC, BOD members and Employee to report to Control Room of CIMB Niaga before they conduct dealing transactions
with CIMB Niaga's and/or CIMB Group's shares. Control Room of CIMB Niaga will review and ensure that there are no indication of insider trading and/or conflict of interest on such
transactions. The respective BOC, BOD members and Employee are also required to notify Control Room maximum 2 working days after the transactions.
CIMB Niaga2017 Annual Report page 116 disclose CIMB Niaga's shareholding and CIMB Niaga's shares transactions by members of BOC and BOD. The 2017 Annual Report can be
accessed through Bank's webiste.

CIMB Niaga established Conflict Management Policy, required BOC, BOD members and Employee to report to Control Room of CIMB Niaga before they conduct dealing transactions
with CIMB Niaga's and/or CIMB Group's shares. Control Room of CIMB Niaga will review and ensure that there are no indication of insider trading and/or conflict of interest on such
transactions. The respective BOC, BOD members and Employee are also required to notify Control Room maximum 2 working days after the transactions.
Senior Management shareholding ownership are dislosed through Bank's website.

2017 Annual Report page 94-95 disclosed the profile of parent company (CIMB Group) and Bank's corporate structure. While on page 96- 97 it was disclosed the information on CIMB
Niaga's subsidiaries and joint ventures.

Vision: to be the leading ASEAN Company


Mission: to provide universal banking services in Indonesia as a high-performing, institutionalised and integrated company located in ASEAN and key markets beyond, and to champion
the acceleration of ASEAN integration and the region’s links to the rest of the world.
CIMB Niaga's vision, mission, company's culture and key values were disclosed in 2017 Sustainability Report and Annual Report page 87.

- Financial performance indicators for the last five years can be found in 2017 Annual Report page 18-21.
- The review on financial performance realisation against the target can be found in the 2017 Annual Report page 179-199 The last 7 years of CIMB Niaga's Annual Reports can be
accessed through Bank's website.

CIMB Niaga also uses non-financial indicators to measure the success and sustainability of its business. These include: customers satisfactory survey, customers complaints, employee
turnover ratio, Bank's contribution to the environment and society. Such indicators were disclosed in the 2017 Annual Report page 9-16, 40-45, 130-173

Dividend policy was disclosed in 2017 Annual Report page 212 and 516
CIMB Niaga may distribute dividend provided that the CAR is maintained at 17.5% (minimum). Dividend payouts may be exercised by taking into consideration the conditions and
capacity of the Bank, as well as with regard to capital requirements and business continuity in order to maintain the Bank’s business development in the future.
Profile of all members of BOC and BOD (covers age, academic qualifications, date of first appointment, relevant experience, and any other directorships of listed companies) can be
accessed through Bank's website and also being disclosed in Bank's 2017 Annual Report page 100-110.

The BOC and BOD meetings held in 2017 are as follows:


BOC Meetings: - 7 BOC meetings, attended by BOC members only
- 5 BOC meetings inviting BOD, attended by BOC members and BOD members
BOD Meetings - 39 BOD meetings, attended by BOD members
- 5 BOD meetings inviting BOC, attended by BOD members and BOC members
The agenda meeting and attendance of each members of BOD and BOC in respective meetings were disclosed in page 446-459 of 2017 Annual Report

2017 Annual Report page 436-443 disclosed the remuneration received by members of BOC and BOD, which consists of remuneration package, other benefits and variable
remuneration.

- In the 2017 Annual Report page 573 it was disclosed the Statement of Implementation of Good Corporate Governance Principles of the Bank.
- In 2017, the management and employees of the Bank state that in conducting its business activities, the Bank has implemented good corporate governance principles and there are
no material breaches to the prevailing laws and regulations.
- The management and employees remain committed to continuously improve good corporate governance practices that are transparent, accountable, responsible, and independent,
with due observance to an equality and fairness that is sustainable in order to achieve the Company’s business objectives.

In the 2017 Annual Report page 214 and 833-836, it was disclosed that the provision of funds for the CIMB Niaga’s related parties (including the BoC, BoD subsidiaries and other related
parties) is conducted properly with the fair market price and normal commercial terms (arm’s length).
The policy of Related Party Transaction, including:
- BOC Charter: BOC, including Independent Commissioners, involve in the decision making of loan to related parties.
- Credit Policy (Kebijakan Pokok Perkreditan) & Commercial Credit Policy: Loan to related party should obtain BOC’s approval, in accordance with prevailing regulations (internal &
external) and being monitored.
- Credit Authority Policy: Loan to related parties must be approved by authorized credit approval and BOC
- Audit Committee Charter: Audit Committee to review and report to BOC on Bank’s potential conflict of interest.

In the Annual Report page 833-836, it was disclosed that in 2017 CIMB Niaga conducted several transactions with related parties, which primarily related to lending and borrowing of
funds in the normal course of the business. The disclosure included the name, relationship, nature and value of related party transactions.

In the 2017 Annual Report page 116, it was disclosed the trading in the CIMB Niaga's shares by members of BOC and BOD during the year
Disclosure on Conflict Management Policy (including Insider Trading) of CIMB Niaga can be found on page 534 of 2017 Annual Report

For the audit of 2017 financial statements, CIMB Niaga engaged Public Accountant FirmTanudiredja, Wibisana & Rekan.
In the 2017Annual Report page 121 and 514, it was disclosed the audit fee for the year. There was no non-audit fee paid by the Bank toPublic Accountant FirmTanudiredja, Wibisana &
Rekan.
CIMB Niaga did not pay non-audit service fee to Public Accountant FirmTanudiredja, Wibisana & Rekan. It is disclosed in the 2017 Annual Report page 514

CIMB Niaga published its financial statement quaterly through national newspapers, Stock Exchange's website and Bank's website.
The financial statement for the period of 1st - 3rd quater (non-audited) shall be published no later than 1 month after the end of the report period. While for annual financial statements
(audited) shall be published no later than 3 months after the end of the report period.

CIMB Niaga recognizes the importance of continuous communication with its investors, customers, shareholders and other stakeholders. CIMB Niaga is committed to perform
complete, fairly, timely and correct disclosure.
Therefore, we ensures that all stakeholders can easily access the information about CIMB Niaga through website, which contains the information on CIMB Niaga's profile, products and
services, financial statements, annual report, implementation of GCG. CIMB Niaga's website is available both in Indonesia and English version.

CIMB Niaga invites investor, analists and other stakeholders regularly, to attend Analyst Meeting which held every 3 months, after the publication of Quaterly Financial Statements.
Analyst meeting is one of CIMB Niaga's communication channels to its stakeholders as well as the implementation of transparency performed by CIMB Niaga. The materials of Analyst
Meeting can be accessed through CIMB Niaga's website.

CIMB Niaga invites media regularly to the monthly discussion with media to discuss interesting topics in market/banking industry, Public Expose of CIMB Niaga held once a year, and to
the General Meeting of the Shareholders every year.
In addition, CIMB Niaga also invites media to communicate the activities held by the CIMB Niaga, such as new products and services launched, new branches, achievements or
recognation received, etc. Press releases on such activities are also prepared and distributed to the media.
Meeting the media and press release are CIMB Niaga's communication tools with the stakeholders. It is also one of a proof of transparency implemented by CIMB Niaga. Press releases
issued by CIMB Niaga can be accessed through our website.

CIMB Niaga's 2017 Financial Statements (audited) was issued on 26 February 2018, i.e. 57 days from the financial year end.

2017 Annual Report and Sustainability Report were published on 26 March 2018, i.e 85 days from the financial year end.

CIMB Niaga's 2017 Financial Statements page 2-4 ( Annual Report page 648) contain the statements from the Board of Directors on the responsibility for the consolidated financial
statements, stated that CIMB Niaga and its subsidiaries' consolidated financial statements have been prepared and presented in accordance with Indonesian Financial Accounting
Standards, all information has been disclosed in a complete and truthful manner, the consolidated financial statements do not contain any incorrect information or material facts, nor
fo they omit information or material facts.

The monthly and quaterly financial reports can be accessed through CIMB Niaga's website. The monthly financial reports are available for the last 3 years, while the quaterly financial
reports are available for the last 7 years.

The Analyst Meeting materials of CIMB Niaga can be accessed through CIMB Niaga's website. It is available for the last 6 months

The Annual Report of CIMB Niaga can be accessed and downloaded through CIMB Niaga's website. The Annual Reports are available for the last 7 years
In CIMB Niaga's website particularly at the General Meetings of the Shareholders (GMS) menu, it containts all information related to the AGMs and/or EGMs held by CIMB Niaga,
including Announcement of the AGMs and/or EGMs, Notice of the AGMs and/or EGMs, Agenda of the AGMs and/or EGMs, Materials and Explanations of AGMs and/or EGMs' agenda,
Rule of AGMs and/or EGMs, Publication of Results of AGMs and/or EGMs, Resume and Minutes of AGMs and/or EGMs.

CIMB Niaga also uploaded its latest Articles of Association at CIMB Niaga's website, so as it is easily being accessed by related stakeholders.

The website of CIMB Niaga discloses the contact details of its Corporate Secretary and Investor Relations, namely the address, phone number, fax number, email addreess and social
media address.

CIMB Niaga's Corporate Governance Policy is manifested through Articles of Association, GCG Charter, Board of Commissioners Charter, Code of Ethic & Conduct, Board of Directors
Charter and other internal policies. All documents are easily downloaded through CIMB Niaga's website, particularly from the Corporate Governance menu.
The Board of Commissioners, Sharia Supervisory Board, Board of Directors and all employees of CIMB Niaga are committed to consistently implement the Corporate Governance
principles and best practices, so as it will create added value and provide high trust from the stakeholders on CIMB Niaga's efforts to achieve the target and objective.

Types of decisions requiring BOD/BOC' approval are disclosed in:


- AoA article 15 stated BOD's roles and authorities, which include type of decisions required BOC's approval.
- BOC Charter stated the roles and responsibilities of BOC including that Bank's Business Plan, Provision of funds to related parties, and Bank's strategic policies must obtain BOC's
approval.
- BOD Charter stated the roles and responsibilities of BOD including , through BOD meeting, must provide approval on strategic matters and have material impact to the Bank, both
short term and long term.
- GCG Charter: the BOC and BOD determine and approve Bank's Vision, Mission and Core Values.

The roles and responsibilites of BOC and BOD were clearly declared in the CIMB Niaga's:
- Articles of Association,
- GCG Charter,
- BOC Charter and
- BOD Charter.

- Vision, Mission and Core Values of CIMB Niaga can be accessed through Bank's website and mentioned in the Bank's GCG Charter and Annual Report
- Vision, Mission and Core Values of CIMB Niaga must be reviewed at least once a year
- In 2017 and 2018, the review were performed on 21 October 2017 and 5 April 2018 by Bank's management.

The Roles and Responsibilities of BOD are described in BOD Charter.


BOD is responsible to develop, review, monitor and oversee Bank’s strategy, which performed through several actions as follows:
- Preparation of Bank’s Business Plan
- Discussion in BOD meetings and joint meetings with BOC
- Approved Bank’s Business Plan together with BOC
- Periodic Senior Leader Meetings to formulize and review Bank’s strategy
CIMB Niaga's Code of Ethic and Conduct can be easily accessed through Bank's website and web-based application Learning on the Go (for internal purpose only)
CRITERIA POLICY/EVIDENCE
E.2.2 Are all directors/commissioners, senior - Code of Ethic & Conduct dated 16 June
management and employees required 2017
to comply with the code/s?

E.2.3 Does the company have a process to - Code of Ethic & Conduct
implement and monitor compliance with ,dated 16 June 2017
the code/s of ethics or conduct? - Disciplinary Policy & Determination of
Sanctions for Violations dated 2 May 2012

Board Structure & Composition

E.2.4 Do independent directors/commissioners - BOC Charter dated 19 Dec 2017


make up at least 50% of the board of - Bank's website
directors/commissioners? - 2017 Annual Report

E.2.5 Does the company have a term limit of - BOC Charter dated 19 Dec 2017
nine years or less or 2 terms of five - BOD Charter dated 3 Oct 2017
years1 each for its
independent directors/
commissioners?
1 The five years term must be required
by legislation which pre existed the
introduction of the ASEAN Corporate
Governance Scorecard in 2011
EXPLANATION
CIMB Niaga's Code of Ethic and Conduct applies for all members of BOC, BOD and employee (both permanent and contract employee).
During Annual KPI assessment, the respective BOC, BOD and employee must read and re-confirm their compliance with CIMB Niaga's Code of Ethic & Conduct, through HR System.

HR shall ensure that CIMB Niaga's Code of Ethics was diseminated and implemented through various programs such as blast emails, Code of Ethic survey, Code of Ethic & Conduct e-
learning modul via Learning on the Go, etc.
Code of Conducts implementation is monitored through provisions in the Disciplinary Policy & Determination of Sanctions for Violations and the number of violations occuring
throughout 2017 have been reported in the 2017 Annual Report page 531 - 532.

The CIMB Niaga also has whistleblowing system as a medium to report violations of code of ethic as well as strict sanctions for the violators of Code of Ethics.

During Annual KPI assessment, the respective BOC, BOD and employee must read and re-confirm their compliance with CIMB Niaga's Code of Ethic & Conduct, through HR System.

- 50% of BOC members of CIMB Niaga are Independent Commissioners.


- The composition and profile of BOC members can be accessed through Bank's website.

- BOC Charter requires the term of office of Independent Commissioner a maximum of 2 consecutive periods (8 years). An Independent Commissioner who has served for more than 2
consecutive periods might be reappointed for the next period as long he/she declared him/herself remain independent to GMS. It is inline with the provision in OJK regulation.
- BOD Charter requires the term of office of Independent Director a maximum of 2 consecutive periods.
CRITERIA POLICY/EVIDENCE
E.2.6 Has the company set a limit of five - BOC Charter dated 19 Dec 2017
board seats that an individual - BOD Charter dated 3 Oct 2017
independent/ non- executive - 2017 Annual Report
director/ commissioner may
hold simultaneously?

E.2.7 Does the company have any executive - 2017 Annual Report
directors who serve on more than two
boards of listed companies outside of the
group?
EXPLANATION
BOC Charter regulates that members of BOC can only hold concurrent position as:
a. Member of BOC, BOD or executive Officer at 1 (one) non financial institution.
b. Member of BOC, BOD or Executive Officer whom conducts supervisory function at 1 (one) non-bank subsidiary, controlled by the Bank: and/or
b. Member of BOC hold positions in nonprofit organizations or institutions, or
c. Non-Independent Commissioner performs the functional duties of the Bank's shareholders, which is a legal entity, in the Bank's business group

BOD Charter regulates that members of BOD can only hold concurrent position as:
BOC member, to conduct functional function, at non-bank subsidiary controlled by the Bank, as long as such position will not neglecting the implementation of duties and
responsibilities of respective BOD member.

List of concurrent position of each member of BOC and BOD were disclosed in Annual Report page 407-409 and 424.

There is no member of BOD whom has concurrent position at other company outside of the CIMB Group's, except to perform functional function as BOC member at non-bank
subsidiary, controlled by the Bank.
List of concurrent position of each member of BOD is determined in Annual Report page 424
CRITERIA POLICY/EVIDENCE
Nomination Committee (NC)
E.2.8 Does the company have a Nominating NRC Charter dated 26 Feb 2016
Committee?

E.2.9 Is the Nominating Committee comprised Bank's website


of a majority of independent
directors/commissioners?

E.2.10 Is the chairman of the Bank's website


Nominating Committee an
independent director/commissioner?

E.2.11 Does the company disclose the terms of NRC Charter dated 26 Feb 2016
reference/ governance structure/charter of
the Nominating Committee?

E.2.12 Is the meeting attendance of the NRC Charter dated 26 Feb 2016
Nominating Committee disclosed and if so,
did the Nominating Committee meet at
least twice during the year?
EXPLANATION

CIMB Niaga has NRC which responsible to assist the implementation of duties and responsibilites of BOC related to providing recommendation on nomination and remuneration of
members of BOC, BOD, Sharia Supervisory Board and members of Committees at BOC level as well as the overall framework on remuneration of Executive Officers and employee of the
Bank, in accordance with GCG principles.

Chairman: Pri Notowidigdo (Independent Commissioner) Member : Dato' Sri Nazir Razak (President Commissioner)
Member : Armida Salsiah Alisjahbana (Independent Commissioner)
Member : Joni Raini (Executive Officer - HR) - (Non Director and Non Commissioner)

NRC consists of 4 (four) members:


- 2 (two) members (including Chairman of the Committee) are Independent Commissioners
- 1 (one) member is Non Independent Commissioner, and
- 1 (one) member is an Executive Officer - HR, (Non Director and Non Commissioner)

Chairman of CIMB Niaga's NRC is Mr. Pri Notowidigdo, an Independent Commissioner of the Bank.

The NRC Charter and composition of NRC member can be accessed through CIMB Niaga's website.

NRC Charter: NRC Meeting shall be held based on Bank's need, minimum once in 4 months.
In 2017, NRC held 12 meetings. Total meeting, attandances of NRC members in the meeting and the realisation of duties of NRC in 2017 were disclosed in CIMB Niaga's 2017 Annual
Report page 468-473.
CRITERIA POLICY/EVIDENCE
Remuneration Committee (RC) /Compensation Committee
E.2.13 Does the company have a Remuneration NRC Charter dated 26 Feb 2016
Committee?

E.2.14 Is the Remuneration Committee - Bank's website


comprised of a majority of - 2017 Annual Report
independent directors/commissioners?

E.2.15 Is the chairman of the - Bank's website


Remuneration Committee an - 2017 Annual Report
independent director/commissioner?

E.2.16 Does the company disclose the terms of NRC Charter dated 26 Feb 2016
reference/ governance structure/ charter of
the Remuneration Committee?

E.2.17 Is the meeting attendance of the NRC Charter dated 26 Feb 2016
Remuneration Committee disclosed and, if
so, did the Remuneration Committee meet
at least twice during the year?
EXPLANATION

CIMB Niaga has NRC which responsible to assist the implementation of duties and responsibilites of BOC related to providing recommendation on nomination and remuneration of
members of BOC, BOD, Sharia Supervisory Board and members of Committees at BOC level as well as the overall framework on remuneration of Executive Officers and employee of the
Bank, in accordance with GCG principles.

Chairman: Pri Notowidigdo (Independent Commissioner) Member : Dato' Sri Nazir Razak (President Commissioner)
Member : Armida Salsiah Alisjahbana (Independent Commissioner)
Member : Joni Raini (Executive Officer - HR) - (Non Director and Non Commissioner)

NRC consists of 4 (four) members:


- 2 (two) members (including Chairman of the Committee) are Independent Commissioners
- 1 (one) member is Non Independent Commissioner, and
- 1 (one) member is an Executive Officer - HR, (Non Director and Non Commissioner)

Chairman of CIMB Niaga's NRC is Mr. Pri Notowidigdo, and Independent Commissioner of the Bank.

The NRC Charter and composition of NRC member can be accessed through CIMB Niaga's website.

NRC Charter: NRC Meeting shall be held based on Bank's need, minimum once in 4 months.
In 2017, NRC held 12 meetings. Total meeting, attandances of NRC members in the meeting and the realisation of duties of NRC in 2017 were disclosed in Bank's 2017 Annual Report
page 468-473.
CRITERIA POLICY/EVIDENCE
Audit Committee (AC)
E.2.18 Does the company have an Audit AC Charter dated 21 March 2016
Committee?

E.2.19 Is the Audit Committee comprised entirely - Bank's website


of non- executive directors/commissioners - 2017 Annual Report
with a majority of independent
directors/commissioners?

E.2.20 Is the chairman of the Audit - Bank's website


Committee an independent - 2017 Annual Report
director/commissioner?

E.2.21 Does the company disclose the terms of AC Charter dated 21 March 2016
reference/governance structure/charter of
the Audit Committee?

E.2.22 Does at least one of the independent - Bank's website


directors/commissioners of the committee - 2017 Annual Report
have accounting expertise (accounting
qualification or experience)?
EXPLANATION

CIMB Niaga has Audit Committee which responsible to assist the implementation of duties and function of BOC in supervising the implementation of BOD function to be accordance
with GCG principles, particularly to supervise and evaluate the audit plan and execution, supervise the follow up on audit findings in order to assess the adequacy of internal control,
assess the adequacy of financial reporting, and to provide recommendation to BOC on the appointment and removal of external auditor.

Chairman : Zulkifli M. Ali (Independent Commissioner) Member : Jeffrey Kairupan (Independent Commissioner) Member : Mawar I.R. Napitupulu (Independent Party) Member :
Yap Tjay Soen (Independent Party)

Audit Committee has 4 (four) members who all of them are Independent to the Bank, namely:
1 (one) Chairman: Independent Commissioner 1 (one) member: Independent Commissioner 2 (two) members: Independent Parties.

The Chairman of CIMB Niaga's Audit Committee is Mr. Zulkifli M. Ali, an Independent Commissioner of the Bank.

The Audit Committee Charter and composition of membership can be accessed through CIMB Niaga's Website.

Some members of CIMB Niaga's Audit Committee have experience and/or qualification in accounting, such as: Ms. Mawar I. R. Napitupulu, Audit Committee member who holds
Bachelor Degree in Accounting from University of Indonesia. She is also Senior Managing Partner at Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar & Co (RSM Indonesia),
Chairwoman of the Professional Honorary Committee Indonesian Institute of Certified Public Accountants, and Lecturer at Faculty of Economics, University of Indonesia.
The profile of Audit Committee members are disclosed in CIMB Niaga's 2017 Annual Report page 463
CRITERIA POLICY/EVIDENCE
E.2.23 Is the meeting attendance of the Audit - AC Charter dated 21 March 2016
Committee disclosed and, if so, did the - 2017 Annual Report
Audit Committee meet at least four times
during the year?

E.2.24 Does the Audit Committee have primary - AC Charter dated 21 March 2016
responsibility for recommendation on the
appointment, and removal of the external
auditor?

E.3 Board Processes


Board Meetings and Attendance

E.3.1 Are the board of directors meeting - BOC Charter dated 19 Dec 2017
scheduled before the start of financial year? - BOD Charter dated 3 Oct 2017
- 2017 Annual Report
- Bank's website

E.3.2 Does the board of - BOC Charter dated 19 Dec 2017


directors/commissioners meet at least - BOD Charter dated 3 Oct 2017
six times during the year? - 2017 Annual Report

E.3.3 Has each of the directors/commissioners - BOC Charter dated 19 Dec 2017
attended at least 75% of all the board - BOD Charter dated 3 Oct 2017
meetings held during the year?
EXPLANATION
CIMB Niaga's Audit Committee Charter stated that Audit Committee meeting must be held at least once in 3 (three) months, or 4 (four) times a year.
In 2017, Audit Committee has 12 (twelve) meetings. Total meeting, attendance of the meeting and the implementation of Audit Committee function in 2017 are disclosed in 2017
Annual Report page 462-467.

CIMB Niaga's Audit Committee Chater stated that Audit Committee responsible to review and provide the recommendation to BOC on the appointment of Public Accountant whom will
audit Bank's financial report.

Schedule of BOC meeting, BOD meeting, BOC and BOD joint meeting were tabled before the current year and uploaded to the CIMB Niaga's website.
The policy on it is determined in the BOC Charter, BOD Charter and 2017 Annual Report page 444 and 447.

BOC Charter: BOC Meeting shall be held minimum once in 2 months and the joint meeting of BOC inviting BOD shall be held at least once in 4 months
BOD Charter: BOD Meeting shall be held minimum once a month and the BOD must hold joint meetings of the BOD and the BOC periodically at least once in 4 months
The BOC and BOD meetings held in 2017 are as follows: BOC Meetings:
- 7 BOC meetings, attended by BOC members only
- 5 BOC meetings inviting BOD, attended by BOC members and BOD members
BOD Meetings
- 39 BOD meetings, attended by BOD members
- 5 BOD meetings inviting BOC, attended by BOD members and BOC members

BOC Charter: Each member of the BOC shall attend the Meeting no less than 75% in a year
BOD Charter: At least 75% of meetings in a year shall be attended by all members of the BOD physically
In 2017, the attendance frequency of each members of BOC and BOD in BOC and BOD meetings were at least 75%. The attendance frequency of the meetings are disclosed in 2017
Bank's Annual Report page 444-459
CRITERIA POLICY/EVIDENCE
E.3.4 Does the company require a minimum - BOC Charter dated 19 Dec 2017
quorum of at least 2/3 for board decisions? - BOD Charter dated 3 Oct 2017

E.3.5 Did the non-executive - Articles of Association dated 18 Sept


directors/commissioners of the company 2017
meet separately at least once during - BOC Charter dated 19 Dec 2017
the year without any executives present? - 2017 Annual Report

Access to Information

E.3.6 Are board papers for board of - BOC Charter dated 19 Dec 2017
directors/commissioners meetings provided
to the board at least five business
days in advance of the board meeting?

E.3.7 Does the company secretary play a - GCG Charter dated 16 March 2016
significant role in supporting the
board in
discharging its responsibilities?

E.3.8 Is the company secretary trained in legal, - CV Corporate Secretary


accountancy or company - 2017 Annual Report
secretarial practices and has kept abreast - Bank's website
on relevant developments?
EXPLANATION
As stated in the BOD Charter, BOD Meeting is valid and entitled to take legal and binding decision if attended/represented by more than 2/3 (two-thirds) of the total members of the
BOD and the decision is agreed at least by 2/3 of BOD members who present in the Meeting.

So as in the BOC Charter, BOC Meeting shall be valid and entitled to adopt binding resolution if attended/represented by at least 2/3 (two-third) of the total number of the BOC’s
members and the decision is agreed by 2/3 BOC members who present in the Meeting.

Based on AoA article 19 (1) : BOC meeting to be held at least once in 2 (two) months based on determined schedule. BOC Charter stated that BOC meeting to be held at least once in 2
(two) months.
In 2017, CIMB Niaga held 7 BOC Meetings. List of attendance of each BOC member in the 2017 BOC Meeting can be found in Annual Report page 444-445

BOC Charter stated that the materials of the BOC meeting are provided to the meeting attendances at least five business days in advance of the BOC meeting

In the GCG Charter, Corporate Secretary has function, including, to provide input to BOD and BOC on the implementation of GCG, information disclosures, implementation and
documentation of GMS, organization of BOD and/or BOC meetings, implementation of orientation for BOD and/or BOC, and propose the agenda for BOC and BOD meetings.

Through Corporate Secretary, BOD and BOC can access the information needed, such as material of BOD and/or BOC meeting, new regulations on capital market and GCG issued by the
regulators, which may help and support the implementation of duties and responsibilities of BOC and BOD.

CIMB Niaga's Corporate Secretary is Ms. Fransiska Oei, whom has suffecient qualification in law, she obtained Bachelor and Master in Law from Trisaksti University.
In addition, every year the Corporate Secretary actively joints various trainings, seminars and workshops with the topics relevant to her functions, so as to keep updated with the latest
development and to support her function as Corporate Secretary. The list of trainings attended by Corporate Secretary in 2017 is determined in Annual Report page 497
CRITERIA POLICY/EVIDENCE
Board Appointment and Re-Election

E.3.9 Does the company disclose the criteria - BOC Charter dated 19 Dec 2017
used in selecting new - BOD Charter dated 3 Oct 2017
directors/commissioners? - Nomination policy for BOD and BOD
issued in 2018

E.3.10 Did the company describe the process - Nomination policy for BOD and BOD
followed in appointing new issued in 2018
directors/commissioners?

E.3.11 Are all directors/commissioners subject - Articles of Association dated 18 Sept


to re-election every 3 years; or 5 2017
years for listed companies in - BOC Charter dated 19 Dec 2017
countries whose legislation prescribes a - BOD Charter dated 3 Oct 2017
term of 5 - Nomination policy for BOD and BOD
years2 each? issued in 2018
2The five years term must be required
by legislation which pre existed the
introduction of the ASEAN Corporate
Governance Scorecard in 2011

Remuneration Matters

E.3.12 Does the company disclose its - Risk Based Remuneration Policy,
remuneration (fees, allowances, benefit- dated 2 Oct 2017
in-kind and other emoluments)
policy/practices (i.e. the use of short
term and long term incentives and
performance measures) for its executive
directors and CEO?

E.3.13 Is there disclosure of the fee - Risk Based Remuneration Policy,


structure for non-executive dated 2 Oct 2017
directors/commissioners?

CRITERIA POLICY/EVIDENCE
E.3.14 Do the shareholders or the Board of - Result of 2017 & 2018 AGM
Directors approve the remuneration of - Employee Performance
the executive directors and/or the Assessment Policy dated
senior executives?
E.3.15 Does the company have - Risk Based Remuneration Policy,
measurable standards to align the dated 2 Oct 2017
performance-based remuneration of
the executive directors and senior
executive with long-term interests of the
company, such as claw back provision
and deferred bonuses?

Internal Audit
E.3.16 Does the company have a separate - GCG Charter dated 16 March 2016
internal audit function? - Internal Audit Charter dated 29 May
2017

E.3.17 Is the head of internal audit identified - 2017 Annual Report


or, if outsourced, is the name of the
external firm disclosed?
EXPLANATION

The requirements and criteria for new BOC and BOD members of CIMB Niaga are regulated in BOC and BOD Charters as well as Nomination Policy for BOC and BOD.
The critera for new Director can be found also in Annual Report page 419-420, while criteria for new Commissioner are in page 401-402.

Nomination process of BOC and BOD of CIMB Niaga is regulated in Nomination Policy for BOC and BOD. It is also disclosed in the Annual Report page 402 and 420,

CIMB Niaga's AoA articles 14.2 and 17.2: members of BOC and BOD were appointed by GMS for term of service of 4 (four) years. After his/her tenure, the members of BOC and BOD
can be re-appointed by GMS after going thorugh the nomination process.

- In CIMB Niaga's 2017 Annual Report page 439-440, it was disclosed the remuneration policy for members of BOD, including the procedure, indicator and structure of remuneration.
The establishment of structure, policy and value of remuneration of each BOD member were conducted by considering duties, authorities, performance and responsibilities of BOD,
peers group remuneration, Bank's performance, Director's individual performance and Bank's capabilities.
The remuneration for members of BOD was approved by Shareholders through AGM.

In CIMB Niaga's Annual Report page 438-439, it was disclosed the BOC remuneration structure, consists of Remuneration Package and Other Benefits received, Variable Remuneration
and Management Stock Ownership Program.

The establishment of structure, policy and value of remuneration for each BOC member were conducted by considering duties, authorities, performance and responsibilities of BOC as
well as peers group' remuneration and Bank's capabilities.

The remuneration for members of BOC was approved by Shareholders through AGM.

EXPLANATION
One of the agenda of AGM of CIMB Niaga is approved and determined the salary or honorarium and other benefits for BOC, BOD and Sharia Supervisory Board for the current year, and
approved the BOD's tentiem/bonus for the previous year. The proposed salary or honorarium, other benefits and tentiem/bonus was reviewed by NRC before being proposed to the
AGM. The result of 2017 & 2018 AGM can be accessed through Bank's website.
Employee Performance Assessment Policy: The performance of employee (including senior executives) are assessed based on KPI, and the remuneration will be determined based on
bis/her result of performance assessment. KPI assessment and remuneration of senior executive must be reviewed and approved by BOD.
CIMB Niaga has Remuneration Policy which is formulated based on an integral part of the Bank’s financial capabilities and implemented based on competitive, fair and risk-based
principles in line with the directions and policies of the OJK. It covers, including:
(i) Prudential principle in the risk based remuneration
- Fix remuneration shall refer to Bank’s policy by taking into account size, complexity of business, peer group, inflation, financial performance, prevailing regulations, etc
- Variable remuneration will be in cash and/or stock or stock based instrument issued by the Bank, in certain percentage of total remuneration by considering performance, objectivity,
independency and risk of the Bank
- Variable remuneration will be provided to BOD and MRT by considering the role and responsibility in managing the Bank
(ii) Material Risk Takers Determination
- Determination of MRT by using qualitative method
- Determination of MRT can also use quantitative method
- The employee whom determined as MRT may not determined as MRT at the next year
(iii) Malus and/or Clawback mechanism
- Risk based variable remuneration will be provided by using malus method, clawback method or both methods
- Minimum deferred period for variable remuneration is 3 years with prorate basis.

CIMB Niaga established Internal Audit function as an independent unit.


Internal Audit has a role to assists the Bank in achieving its objectives by evaluating and improving the effectiveness of risk management, internal control and governance processes.
The details of Internal Audit role and responsibilities are determined in Internal Audit Charter.

Head of Internal Audit of CIMB Niaga is Antonius Pramana Gunadi. His profile is disclosed in Annual Report page 506
CRITERIA POLICY/EVIDENCE
E.3.18 Does the appointment and removal AC Charter dated 21 March 2016
of the internal auditor require the
approval of the Audit Committee?

Risk Oversight
E.3.19 Does the company establish a sound Risk Management Policy on May 2018
internal control procedures/risk
management framework and
periodically review the effectiveness of
that framework?

E.3.20 Does the Annual Report/Annual CG - AC Charter on 21 March 2016


Report disclose that the board - ROC Charter on 21 April 2017
of - Term of Reference RMC on 7 Feb 2017
directors/commissioners has conducted
a review of the company's material
controls (including operational, financial
and compliance controls) and risk
management systems?
EXPLANATION
The appointment and removal of the internal auditor of CIMB Niaga require the recommendation of the Audit Committee.
Such requirement is stated in the Audit Committee Charter, i.e Audit Committee shall provide recommendation to BOC on the appointment, dimissal and performance assessment for
Head of Intenal Audit.

CIMB Niaga established a Risk Management Framework namely Enterprise Wide Risk Management (EWRM) Framework that is part of Bank's Risk Management Policy.
The design of EWRM Framework includes complementary "top-down strategis" and "bottom-up tactical" risk management approaches completed with policies and procedures which
covering all significant risk areas for the Bank.
As set forth in the Risk Management Policy No. B version 04.2018, Risk Management Policy and strategies (including EWRM) shall be approved and evaluated by BOC at least once a
year or more if necessary in particular where there are significant changes in factors affecting the Bank's business activities.

In the CIMB Niaga's 2017 Annual Report page 521-522, it is disclosed that the BOC, assisted by the Audit Committee, is responsible for oversight in order to ensure the implementation
of internal controls in general, including the policies set by BOD.
Risk Management process at CIMB Niaga is evaluated by RMC, which is in charge for the implementation of the overall risk management framework. The Committee is chaired by the
President Director and consists of all members of the Board of Directors and several executive officers.
In addition to RMC, there are several other Executive Committees related to risk management to discuss specific risks in greater detail such as the Asset & Liability Committee (ALCO) to
manage liquidity risk and interest rate in the banking book, Operational Risk Management Commiittee (ORC) to manage Operational Risk, Credit Policy Committee (CPC) to discuss
policies related to credit and the Capital Management & Recovery Plan Committee (CMRP) to manage capital risk. The decisions made by ALCO, ORC and CPC shall be reported to RMC.
Evaluation of risk management strategy implementation is conducted by BOC through Risk Oversignt Committee. It is disclosed in 2017 Annual Report page 519-520,
CRITERIA POLICY/EVIDENCE
E.3.21 Does the company disclose the key risks Risk Management Policy on May 2018
to which the company is materially
exposed to (i.e. financial, operational
including IT, environmental, social,
economic)?

E.3.22 Does the Annual Report/Annual CG 2017 Annual Report


Report contain a statement from the
board of directors/commissioners
or Audit Committee commenting on
the adequacy of the company's
internal controls/risk management
systems?

E.4 People on the Board


Board Chairman
E.4.1 Do different persons assume the roles of - BOD Charter dated 3 Oct 2017
chairman and CEO? - 2017 Annual Report (profile President
Commissioner & President Director)

E.4.2 Is the chairman an independent Profile BOC members in Bank's website &
director/commissioner? 2017 Annual Report

E.4.3 Is any of the directors a former CEO of Profile BOC members in Bank's website &
the company in the past 2 years? 2017 Annual Report

E.4.4 Are the roles and responsibilities of the - BOC Charter dated 19 Dec 2017
chairman disclosed?

Lead Independent Director


E.4.5 If the Chairman is not - BOC Charter dated 19 Dec 2017
independent, has the Board appointed
a Lead/Senior Independent
Director and has his/her role been
defined?

Skills and Competencies


E.4.6 Does at least one non-executive - Nomination policy for BOD and BOD
director/commissioner have prior issued in 2018
working experience in the major sector - BOC Charter dated 19 Dec 2017
that the company is operating in? - 2017 Annual Report
- Bank's website

E.5 Board Performance


Directors Development

E.5.1 Does the company have - BOC Charter dated 19 Dec 2017
orientation programmes for new - BOD Charter dated 3 Oct 2017
directors/commissioners?
EXPLANATION
In CIMB Niaga's 2017 Annual Report, particularly Risk Management chapter page 234-337 and 519-520, it was disclosed that there are 9 (nine) key risk managed by the Bank, i.e. credit
risk, market risk, liquidity risk, operations risk, strategic risk, compliance risk, legal risk, reputation risk and interest rate at banking book risk. In addition, Bank also manages intra-group
transaction risk.
Throughout 2017, focus of risk management development was on:
- Developing and enhancing the "front to back" credit risk infrastructure, from the Loan Origination System credit scoring/rating system to the system used to calculate Risk Weighted
Assets by using standardized and Internal Rating Based (IRB) approaches.
- Developing and enhancing a comprehensive ALM system.
- Establishing the Significant Change Assessment Process (SCAP) Policy and Procedure as governance related to the mitigation of operational risks given changes in those internal
processes that have a significant impact on the Bank's operational activities.
- Strengthening the risk management culture through monitoring commitment to make improvements on existing issues through ORC mechanism which part of KPI in the
business/support line.
- Establishing the Bankwide Risk-Based KRI as periodically monitored by the ORC with risk limit set in a more conservative manner and the trend in 2017 showed significant
improvements throughout 2017.
- Introducing Self-Raise Ratio (SRR) concept as one of risk awareness from each unit.
- Organizing e-Learning related to operational risk awareness as mandatory for all employees.

In the CIMB Niaga's 2017 Annual Report page 573, President Commissioner and President Director stated that the internal control system performed by CIMB Niaga has been effectively
and adequately implemented, reflected in the effectiveness of the implementation of internal control functions, including internal audit functions, risk management, compliance,
financial and operational controls.

President Commissioner (Chairman) of CIMB Niaga is Mr. Dato' Sri Nazir Razak, while President Director is Mr. Tigor M. Siahaan. In the BOD Charter, it is stated that the President
Director of the Bank should be an independent party to the Bank, Ultimate Shareholders, members of BOC and other members of BOD.

The profile of President Commissioner and President Director can be accessed through Bank's website & Annual Report

President Commissioner of CIMB Niaga has no affiliate relationship with other members of BOC and BOD members, however he has affiliate relationship with Bank's Ultimate
Shareholder.
In order to ensure the independency of BOC in conducting its function, 50% of total BOC members consist of Independent Commissioners.

There is no member of BOC whom was a former President Director of the Bank in the past 2 years.

Roles and responsibilities of President Commissioners of CIMB Niaga is disclosed in 2017 Annual Report page 399 and BOC Charter

In the BOC Charter of CIMB Niaga, it is defined that if the President Commissioner is not an independent party, BOC will appoint one of Independent Commissioner as Lead/Senior
Independent COmmissioner and establish his/her role.
Majority of BOC members of CIMB Niaga have working experience in banking.
Criteria of BOC members disclosed in BOC Charter and Nomination Policy for BOC and BOD. While the profile of BOC members can be accessed through Bank's website & Annual
Report

Orientation program for new Commissioners and Directors are disclosed in 2017 Annual Report page 403 and 421. The requirements to participate in orientation program are set out in
BOC and BOD Charters.
The orientation program for new Commissioners and Director by providing several documents, includes:
a. Vision and Mission f. BOC, BOD & Committees Charters
b. Code of Ethics g. Regulations related to Banking & Capital Market
c. Organizational Structure h. Annual Report
d. Articles of Association i. Bank Business Plan
e. Good Corporate Governance Charter
CRITERIA POLICY/EVIDENCE
E.5.2 Does the company have a policy that - BOC Charter dated 19 Dec 2017
encourages - BOD Charter dated 3 Oct 2017
directors/commissioners to attend
on-going or continuous professional
education programmes?

CEO/Executive Management Appointments and Performance


E.5.3 Does the company disclose the process - Nomination policy for BOD and BOD
on how the board of issued in 2018
directors/commissioners plans for the
succession of the CEO/Managing
Director/President and key
management?

E.5.4 Does the board of - BOD Collegial Performance


directors/commissioners conduct an Assessment Policy, issued in 2018
annual performance assessment of - Kebijakan Manajemen Kinerja Karyawan
the CEO/Managing dated 3 Oct 2017
Director/President?

Board Appraisal
E.5.5 Did the company conduct an annual - NRC Charter dated 26 Feb 2016
performance assessment of the - BOD Collegial Performance
board of directors/commissioners Assessment Policy, issued in 2018
and disclose the criteria and process
followed for the assessment?

CRITERIA POLICY/EVIDENCE
Director Appraisal
E.5.6 Did the company conduct an annual - NRC Charter dated 26 Feb 2016
performance assessment of the - BOD Collegial Performance
individual directors/commissioners Assessment Policy, issued in 2018
and disclose the criteria and process
followed for the assessment?

Committee Appraisal
E.5.7 Did the company conduct an annual - NRC Charter dated 26 Feb 2016
performance assessment of the board - Charters of each Executive
committees and disclose the criteria and Committee
process followed for the assessment?
EXPLANATION
The BOC and BOD Charters of CIMB Niaga requires BOC and BOD members to continuously increase his/her professional competencies through educations and trainings.
In the Annual Report page 403-407 and 421-423 are disclosed the trainings/workshops/seminars attended by each BOC and BOD members in 2017.

The Nomination Policy for BOC and BOD of CIMB Niaga are as follows:
- BOC, assisted by NRC, ensure that CIMB Niaga has a talent management system
- The system managed by HR as a tool to identify executive officers who have the potential
- HR and NRC identifies internal talents, and professional talents if needed, as the succession planning of the BOD, including CEO and/or Senior Management
- For internal talents, HR will evaluate and provide trainings or career development opportunities

Such policy was disclosed in 2017 Annual Report page 473

CIMB Niaga's BOD individual performance assessment (including President Director)


Apply Balanced Scorecard approach in interpreting the strategic objective in KPI with the criteria: shared target, financial, T18 Initiatives, Risk & Compliance, Learning & Growth
Process: the assessment result is submitted to NRC for review and recommendation and further submitted to BOC for approval. It was disclosed in Annual Report page 435

CIMB Niaga's BOC Collegial assessment is regulated in NRC Charter (BOC Performance Assessment)
Criteria: (i) structure of BOC, (ii) strategic thinking, (iii) oversight & governance, and (iv) discussion & recommendation effectiveness Process: self-assessment by BOC members and
evaluated by President Commissioner, by considering NRC recommendation Frequency: annually
BOD Collegial Performance Assessment is regulated in NRC Charter (BOD Collegial Performance Assessment)
Criteria: (i) Role of BOD, (ii) Implementation of Strategy and Management of the Bank, (iii)BOD meeting, (iv) Implementation of GCG, (v) Effectiveness of Risk Management
implementation and internal control
Process: (i) self-assessment by BOD members, (ii) the result shall be presented in BOD meeting to determine the effectiveness & area that need improvement, (iii) President Director
convey the result to BOC and NRC to obtain feedback and endorsment.
Frequency: annually

The criteria and process are disclosed in Annual Report page 435-436

EXPLANATION

BOC individual performance assessment is regulated in NRC Charter (BOC Performance Assessment) Criteria: (i) strategic thinking, (ii) Banking Industry/Technical Knowledge, (iii)
Contribution to the Board
Process: self-assessment by BOC members and evaluated by President Commissioner, by considering NRC recommendation Frequency: annually
BOD individual performance assessment is conducted by applying Balanced Scorecard approach in interpreting the strategic objective in KPI with the criteria: shared target, financial,
T18 Initiatives, Risk & Compliance, Learning & Growth
Process: assessed by President Director, submitted to NRC for review and recommendation and submitted to BOC for approval. Frequency: annually, being monitor and reviewed
quaterly (including mid-year review)

The criteria and process are disclosed in Annual Report page 435-436
Committees Collegial Performance Assessment & Individual Performance Assessment are regulated in NRC Charter (Committees Performance Assessment)
Criteria on collegial assessment: (i) committee structure, (ii) strategic thinking, (iii) oversight & governance, (iv) discussion & recommendation effectiveness
Criteria on individual assessment: (i) strategic thinking, (ii) Banking Industry/Technical Knowledge, (iii) Contribution to the Committee Process: self-assessment by BOC members and
evaluated by Chairman of the Committee, by considering NRC recommendation Frequency: annually

The criteria and process are disclosed in 2017 Annual Report page 412-413

Collegial Executive Committee Performance are regulated in respective Charters of the Executive Committees Criteria: (i) total meetings, (ii) BOD attendance; (iii) SLA of minutes of
meeting, (iv) Action matters arising Process: self-assessment by Committee members and evaluated by Chairman of he Committee
Frequency: annually

The criteria and process are disclosed disclosed in 2017 Annual Report page 426
CRITERIA POLICY/EVIDENCE
Level 2 – BONUS ITEMS
(B)A. RIGHTS OF SHAREHOLDERS

(B)A.1 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general sh

(B)A.1.1 Does the company practice secure - Rule of 2018 AGM & 2017 EGM
electronic voting in absentia at the - Result of 2018 AGM and 2017 EGM
general meetings of shareholders?

(B)B EQUITABLE TREATMENT OF SHAREHOLDERS


(B)B.1 Notice of AGM
(B)B.1.1 Does the company release its notice of - Notice of 2017 and 2018 AGM
AGM (with detailed agendas and
explanatory circulars), as announced to
the Exchange, at least 28 days before
the date of the meeting?

(B)C ROLE OF STAKEHOLDERS


(B)C.1
(B)C.1.1 Does the company adopt an 2017 Sustainability Report
internationally recognized reporting
framework for sustainability
(i.e. GRI, Integrated Reporting, SASB)?

(B)D. DISCLOSURE AND TRANSPARENCY


(B)D.1
(B)D.1.1 Are the audited annual financial 2017 Financial Report
report /statement released within 60
days from the financial year end?
EXPLANATION

uld be informed of the rules, including voting procedures, that govern general shareholders meeting

In the AGM and EGM held in 2017, CIMB Niaga practiced voting in absentia by using ballots which then be scanned and calculated electronicly.
All the shareholders were dully informed on the voting procedure through GMS rules which read before the start of the meeting and can be accessed through Bank's website 28 days
prior to the respective AGM and EGM.
In the AGM in 2018, CIMB Niaga practiced fully secure electronic voting in absentia. the detai of rules, e-voting procedure and resolutions of the meeting can be accessed through
Bank's website 28 days prior to the AGM.

At AGM held in 2017 & 2018, CIMB Niaga issued Notice of the Meeting 28 days prior to the date of the Meeting. 2018 AGM: Notice issued on 26 March 2018, AGM on 24 April 2018
2017 AGM: Notice issued on27 March 2017, AGM on 25 April 2017
The Notice, included adetailed genda and explanatory of each agenda was published through national newspapers, Bank's website and IDX's website 28 days prior to the date of AGM.

The CIMB Niaga's 2017 Sustainability Report was prepared based on Global Reporting Initiative (GRI) Standard Framework and received Independent Assurance Statement from
Independent Party, namely Moores Rowland.

CIMB Niaga's 2017 Audited Financial Report was released on 26 February 2018, 57 days after the financial year end, and published through Bank's website and newspapers.
CRITERIA POLICY/EVIDENCE
(B)D.1.2 Does the company disclose details of 2017 Annual Report
remuneration of the CEO?

(B)E. RESPONSIBILITIES OF THE BOARD


(B)E.1 Board Competencies and Diversity
(B)E.1.1 Does the company have at least one - 2017 Annual Report (profile BOC &
female independent BOD)
director/commissioner? - Bank's website

(B)E.1.2 Does the company have a policy and - 2017 Annual Report
disclose measurable objectives for - BOC Charter dated 19 Dec 2017
implementing its board diversity and report - BOD Charter dated 3 Oct 2017
on progress in achieving its objectives?

(B)E.2 Board Structure

(B)E.2.1 Is the Nominating Committee comprise NRC Charter dated 26 Feb 2016
entirely of independent
directors/commissioners?

(B)E.2.2 Does the Nominating Committee undertake - NRC Charter dated 26 Feb 2016
the process of identifying the - Nomination Policy for BOC and BOD
quality of directors aligned with issued in 2018
the company's strategic directions?
EXPLANATION
CEO (President Director)'s remuneration of CIMB Niaga was included in the disclosure of BOD's remuneration in 2017 Annual Report page 439-440

CIMB Niaga has 1 female Independent Commissioner, namely Ms. Armida Salsiah Alishajbana and 6 female Directors out of 11 BOD members.
The profile of BOC and BOD members are disclosed in Bank's website and Annual Report.

CIMB Niaga set out its policy on diversity of BOC and BOD members in the BOC and BOD Charters.
BOC and BOD members must have diversity of educational background, expertise and gender (for BOC members).
In 2017 Annual Report, it was disclosed:
Diversity policies in the composition of the BOC and BOD of CIMB Niaga, include:
(i) Have at least 1 (one) female member in the composition of the BOC and BOD
(ii) The composition should have minimum educational background and expertise such as accounting, finance, law and business. In the event of such composition is fulfilled, the new
candidate of BOC/BOD may have other educational background and expertise, provided it is inline with CIMB Niaga's vision, mission and core strategic.
(iii) Have at least 1 (one) Foreign Citizen member of the BOC to enrich the knowledge and experience of the BOC on the development of banking industry both inside and outside
Indonesia.
The current composition of the BOC and BOD of the Bank complies with the above diversity policy and is in line with CIMB Niaga’s core strategy, vision, and mission

Nomination and Remuneration Committee of CIMB Niaga comprises of 4 (four) members, namely:
- 2 (two) members (including the Chairman of NRC) are Independent Commissioners
- 1 (one) member is Non Independent Commissioner
- 1 (one) member is HR Executive Officer (non-Commissioner & non-Director)

Candidate of Director/Commissioner whom will be appointed must obtained recommendation from NRC. The recommendation shall be based on evaluation of determined criteria,
including citizenship, integrity, competencies and financial reputation of candidate of BOD/BOC member, which align with Bank's strategic direction.
Detail of appointment procedure of BOD/BOC members are disclosed in Annual Report page 402 and 420
CRITERIA POLICY/EVIDENCE
(B)E.3 Board Appointments and Re-Election
(B)E.3.1 Does the company use - Nomination Policy for BOC
professional search firms or and BOD issued in 2018
other external sources of
candidates (such as director
databases set up by director or
shareholder bodies) when
searching for candidates to the
board of
directors/commissioners?

(B)E.4 Board Appointments and Re-Election

(B)E.4.1 Do independent non-executive - BOC Charter dated 19 Dec


directors/commissioners make 2017
up more than 50% of the board - 2017 Annual Report
of directors/commissioners for a - Bank's website
company with independent
chairman?
EXPLANATION

In the CIMB Niaga's Nomination Policy, it is regulated that the Bank may retain the services of third party (search firms) with good
reputation, for the selection process of candidates of BOC and BOD.

CIMB Niaga has 4 (four) Independent Commissioners or 50% of total BOC members. The profile of BOC members are disclosed in Annual
Report page 414-415 and Bank's website.
CRITERIA POLICY/EVIDENCE
(B)E.5 Risk Oversight
(B)E.5.1 Does the board describe its - Business Continuity
governance process around IT issues Management (BCM) Policy on 2013
including disruption, cyber security, - Some IT Policies updated on Dec 2017
disaster recovery, to ensure that all key
risks are identified, managed and
reported to the board?

(B)E.6 Board Performance


(B)E.6.1 Does the company have a separate - ROC Charter dated 21 April 2017
board level Risk Committee? - Charter RMC dated 7 Feb 2017
EXPLANATION

The governance process around IT issues are covered in the CIMB Niaga's IT Steering Committee's term of reference. The governance process is adequate to ensure that all key risks are
identified, managed and reported to the BOD and BOC (if necessary).
'Business Continuity Management (BCM) Policy, which covered:
- BCM Framework, including infrastructure, process, resources
- Role and responsibilities of BOD, Crisis Management Committee (CMC), Crisis Coordination Team (CCT), Incident Management Team (IMT), Recovery Task Force (RFT), Organization
structure of BCM, Organization structure during Crisis or Disaster
- Crisis Management, including: severity level, crisis declaration, Crisis Command Centre, Escalation Process, Monitoring & Reporting, Recovery, After Crisis

As stated in 2017 Annual Report, IT Governance in CIMB Niaga is continously improved through periodic reviews of the Policy and Procedure to mitigate new risk and threat along with
the technological developments. Throughout 2017, the Bank has been adjusted policies and procedures for its IT Governance, as follows: IT Strategy and Organisation Policy, IT System
Development Policy, IT Operational Policy, IT Network Communication Policy, Information Security Policy, IT Continuity Policy, End User Computing Policy, Digital Banking Policy, IT
Service Provider Management Policy, IT Process, Risk & Control Policy. Updating the policies and procedure will ensure that all key risks shall be identified, managed and reported to
the board.

CIMB Niaga established 2 Risk Committees, namely Risk Management Committee at BOD level and Risk Oversight Committee at BOC level.
The role and membership of each Committee are disclosed in the 2017 Annual Report page 474-478 and 485-486.
CRITERIA POLICY/EVIDENCE
LEVEL 2 – PENALTY ITEMS

(P)A RIGHTS OF SHAREHOLDERS

(P)A.1 Basic Shareholder Right


(P)A.1.1 Did the company fail or neglect to offer Result and Minutes (Notarial) of 2017 AGM
equal treatment for share repurchases
to all shareholders?

(P)A.2 Shareholders, including institutional shareholders, should be allowed to consult with each other on issues concerning their basic shareholder rights as defined in th

(P)A.2.1 Is there evidence of barriers that prevent


shareholders from communicating or
consulting with other shareholders?

(P)A.3 Right to participate effectively in and vote in general shareholders meeting and should be informed of the rules, including voting procedures, that govern general sh

(P)A.3.1 Did the company include any Result of 2017 AGM & EGM,
additional and unannounced 2018 AGM
agenda item into the notice of
AGM/EGM?
(P)A.3.2 Did the Chairman of the Board, Result and Minutes (Notarial) of
Audit Committee Chairman and 2017 and 2018 AGM
CEO attend the most recent
AGM?

(P)A.4 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed
(P)A.4.1 Shareholders Agreement?

(P)A.4.2 Voting Cap?

(P)A.4.3 Multiple Voting Rights?

(P)A.5 Capital structures and arrangements that enable certain shareholders to obtain a degree of control disproportionate to their equity ownership should be disclosed.
(P)A.5.1 Is a pyramid ownership structure and/ or
cross holding structure apparent?

(P)B EQUITABLE TREATMENT OF SHAREHOLDERS

(P)B.1 Insider trading and abusive self-dealing should be prohibited


(P)B.1.1 Has there been any conviction of insider
trading involving
directors/commissioners, management and
employees in the past three years?

P(B).2 Protecting minority shareholders from abusive action


P(B).2.1 Has there been any cases of non compliance
with the laws, rules and regulations
pertaining to material related
party transactions in the past three
years?

P(B).2.2 Were there any RPTs that can be classified


as financial assistance (i.e not
conducted at arms length) to entities
other than wholly-owned
subsidiary companies?
EXPLANATION

CIMB Niaga has provided equal treatment for share repurchase to all shareholders – such is evidenced as follows:
CIMB Niaga plans to buy back maximum 2% of the CIMB Niaga’s share from the public shareholders to be used as share-based loyalty program for the management and employee -
was announced to the all shareholders and approved the Shareholders through the General Meeting of Shareholder.
The resolution and Minutes (Notarial) of 2017 AGM which contains approval of the same were published in the CIMB Niaga's website at the same day with the closing of the meeting
and in national newspaper by the next working day after the Meeting;

CIMB Niaga has conducted the buyback through the Indonesia Stock Exchange;

The price and the buyback mechanic are aligned with the prevailing regulation.

h each other on issues concerning their basic shareholder rights as defined in the Principles, subject to exceptions to prevent abuse.

There is no evidence of barriers that prevent shareholders from communicating or consulting with other shareholders.

uld be informed of the rules, including voting procedures, that govern general shareholders meeting

2018 AGM, 2017 AGM & EGM did not include any additional and unannounced agenda item into the notice of AGM/EGM.

As stated in the Result and Minutes (Notarial) of 2017 and 2018 AGM which published at the CIMB Niaga's website at the same day with
the closing of the meeting and in national newspaper by the next working day after the Meeting, President Commissioner, Chairman of
Audit Committee and President Director attended the AGM held in 2017 and 2018, as disclosed in the Result of AGM

gree of control disproportionate to their equity ownership should be disclosed


CIMB Niaga does not have Shareholders Agreement.

CIMB Niaga does not have Voting Cap.

CIMB Niaga does not provide Multiple Voting Rights

gree of control disproportionate to their equity ownership should be disclosed.


There is no pyramid ownership structure and/ or cross holding structure

In the last 3 years, there is no evidence of insider trading involving Directors/Commissioners, management and employees
CIMB Niaga did not conduct material related party transactions that incompliance with the laws, rules and regulations in the last 3 years. It is disclosed in the 2017 Annual Report page
214

All related party transactions were conducted at arms length, it is disclosed in Bank's Audited Financial Report.
CRITERIA POLICY/EVIDENCE
P(C) ROLE OF STAKEHOLDERS
(P)C.1 The rights of stakeholders that are established by law or through mutual agreements are to be respected

(P)C.1.1 Have there been any violations of any


laws pertaining to labour/ employment/
consumer/
insolvency/ commercial/
competition or environmental issues?

P(C).2 Where stakeholders participate in the corporate governance process, they should have access to relevant, sufficient and reliable information on a timely and regula

P(C)2.1 Has the company faced any sanctions


by regulators for failure to make
announcements within the requisite time
period for material events?

(P)D DISCLOSURE AND TRANSPARENCY


(P)D.1 Sanctions from regulator on financial reports

(P)D.1.1 Did the company receive a "qualified


opinion" in its external audit report?

(P)D.1.2 Did the company receive an "adverse


opinion" in its external audit report?

(P)D.1.3 Did the company receive a


"disclaimer opinion" in its
external audit report?

(P)D.1.4 Has the company in the past year


revised its financial statements for
reasons other than changes in
accounting policies?
EXPLANATION

s are to be respected

There is no violation of any laws pertaining to labour/ employment/ consumer/ insolvency/ commercial/ competition or environmental issues.

ave access to relevant, sufficient and reliable information on a timely and regular basis

There is no sanctions from regulators for failure to make announcements on material events.

CIMB Niaga received unqualified in all material aspects opinion for its 2017 Financial Report which has been audited by Public Accounting Firm of Tanudiredja, Wibisana, Rintis & Rekan
(a member firm of PricewaterhouseCoopers Global in Indonesia).

In last 1 year, CIMB Niaga did not revise its financial statements.
CRITERIA POLICY/EVIDENCE
(P)E RESPONSIBILITIES OF THE BOARD
(P)E.1 Compliance with listing rules, regulations and applicable laws
(P)E.1.1 Is there any evidence that the company
has not complied with any listing rules
and regulations over the past year apart
from disclosure rules?

(P)E.1.2 Have there been any instances where


non-executive
directors/commissioner have resigned
and raised any issues of governance-related
concerns?

(P)E. Board Structure


2 (P)E.2.1 Does the Company have any
independent directors/commissioners
who have served for more than nine
years or two terms of five years1 each
(which ever is higher) in the same
capacity?
1The five years term must be required
by legislation which pre existed before the
introduction of the ASEAN
Corporate Governance Scorecard in 2011

(P)E.2.2 Did the company fail to identify who


are the independent director(s)/
commissioner(s)?
EXPLANATION

CIMB Niaga did not conduct material violation on prevailing laws and regulation, including listing rule.

There is no member of BOD and BOC whom has resigned and raised any issues of governance-related concerns.

Mr. Zulkifli M. Ali was appointed as CIMB Niaga Independent Commissioner in Extraordinary GMS on 18 July 2008 and became effective on 14 October 2008. His latest re-appointement
was on 15 April 2016.
In his latest appointment, he has declared to the GMS that he remains independent, it is in compliance with OJK Regulation.

CIMB Niaga discloses profile of Independent Commissioners in Bank's website & 2017 Annual Report
CRITERIA POLICY/EVIDENCE
(P)E.2.3 Does the company have any
independent directors/non-
executive/commissioners who serve on
a total of more than five boards of
publicly-listed companies?

(P)E.3 External Audit


(P)E.3.1 Is any of the directors or senior
management a former employee
or partner of the current external
auditor (in the past 2 years)?

(P)E.4 Board Structure and Composition


(P)E.4.1 Has the chairman been the company
CEO in the last three years?

(P)E.4.2 Do independent non-executive directors/ - BOC Charter dated 19 Dec 2017


commissioners receive options, - Result and Minutes (Notarial) of 2017
performance shares or bonuses? and 2018 AGM
EXPLANATION
There is no BOC members of CIMB Niaga who serve on a total of more than 5 publicly-listed companies, except Non Independent Comissioner who perform functional duties from the
shareholder . The detail of concurrent position of BOC members are disclosed in the 2017 Annual Report page 407-409.

There is no members of BOD and BOC whom in the last 2 years is a former employee of partner of the current External Auuditor of the Bank

CIMB Niaga's President Commissioner did not serve as President Director of the Bank in the last 3 years.

As regulated in the CIMB Niaga's BOC Charter, the BOC are not allowed to accept income or personal gains from the Bank other than the remuneration and other facilities stipulated in
the Bank’s policy and approved by GMS.
As identified in the Result and Minutes (Notarial) of 2017 and 2018 AGM which published to the Bank's website at the same day with the closing of the meeting and in national
newspaper by the next working day after the Meeting, all members of the BOC did not receive any options, performance shares or bonus. It shown in the result of 2017 and 2018 AGM

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