CORPORATE GOVERNANCE ANALYSIS

BANK MANDIRI

Bank Mandiri’s commitment to implementing good corporate governance (GCG) has

resulted in a very satisfactory performance and has also been recognized by external parties. The
effectiveness of good corporate governance (GCG) implementation is reflected through the
achieved governance outcome. Bank Mandiri has recognized the benefits of GCG implementation,
in the form of a very good financial result and non-financial result in 2018. In addition, the result
of GCG implementation is also reflected through external parties’ trust to the Company.

Bank Mandiri received The Best Bank Service Excellence award for 10 consecutive years
and The Most Trusted Company for 11 consecutive years, in addition to several other external
awards.

At Bank Mandiri, the implementation of the five governance principles is performed under the
following main objectives:
1. To increase the management’s seriousness in implementing the principles of transparency,
accountability, responsibility, independency, fairness, and prudence in managing the Company.
2. To improve the Company’s performance, efficiency, and service to the stakeholders.
3. To gain investors’ interest and trust.
4. To meet shareholders’ interest in improvement of shareholder values.
5. To protect the Company against political intervention a legal prosecution.
Analysis :
The corporate governance of Bank Mandiri is very good because they have a good structure there
and best implementation of corporate governance. Here we focus on any factors from corporate
governance, there are regulation, board of directors, and audit comitees.

LAW AND REGULATION

In implementing corporate governance, Bank Mandiri referred to a number of relevant regulations
and guidelines for GCG (best practices) implementation developed by both national and
international institutions. The legislative regulations used as the basis for corporate governance
implementation are:
1. Law of the Republic of Indonesia No. 10 of 1998 on amendment to Law No. 7 of 1992 on
Banking.
2. Law of the Republic of Indonesia No. 40 of 2007 on Limited Liability Company.
3. Financial Services Authority Regulation No.55/POJK.03/2016 on the implementation of
Governance for Commercial Banks.
4. State Minister of State-Owned Enterprises (SOEs) Regulation No. PER-01/MBU/2011 on
Implementation of Good Corporate Governance in State-
Owned Enterprises as amended by State Minister of SOEs Regulation No. PER-09/MBU/2012 on
Amendment of State Minister of SOEs Regulation
No. PER-01/MBU/2011 on Implementation of Good Corporate Governance in State-Owned
Enterprises.
5. Financial Services Authority’s Circulating Letter No. 32/SEOJK.04/2015 on Corporate
Governance for Public Listed Companies.
6. Financial Services Authority Regulation No. 17/POJK.03/2014 on Implementation of Integrated
Risk Management for Financial Conglomerates.
7. Financial Services Authority Regulation No.18/POJK.03/2014 on Implementation of Integrated
Governance for Financial Conglomerates.
8. Financial Services Authority Regulation No.8/POJK.04/2015 on Issuer or Public Company’s
Websites.
9. Financial Services Authority Regulation No.31/POJK.04/2015 on Disclosure of Material
Information or Facts by Issuers or Public Companies.
10. Financial Services Authority’s Circulating Letter No. 13/SEOJK.03/2017 on Implementation
of Governance for Commercial Banks.
 Based on the structure of Bank Mandiri above, it can be seen that the main organs of Bank
Mandiri are the Board of commissioners, AGMS, and the Board of Directors. Where the main
organ adheres to the principles of corporate governance, namely transparency, accountability,
responsibility, independence, and fairness. So that the main organ can check and balance the
supporting organs below.
BOARD OF DIRECTORS
Board of Directors is an Organ of the Company that has the authority and are fully
responsible for management of the Company for the benefits of the Company, in accordance with
the interest and purpose of the Company, and represents the Company either before or outside the
court in accordance with provisions of Articles of Association.
In managing, controlling, escorting, and taking responsibility for operational activities and
implementation of corporate governance, Board of Directors is assisted by a committee under the
Board of Directors and Corporate Secretary.
 A meeting of the Board of Directors is a meeting attended by the Board of Directors that
may be held at least once every month or at any time when deemed necessary upon the
request of one or more members of the Board of Directors.
 The authority delegation by a member of Board of Directors to another member of Board
of Directors can only be done with an authorization letter specified for the purpose and the
authority delegation does not release the accountability of the Board of Director
collectively. Thus, the quorum of the Board of Directors Meeting for decision-making can
be fulfilled.

Duties and Responsibilities of the Board of Directors

The main duties of the Board of Directors of the Company in accordance with Articles of
Association are as follows:
1. Carrying out and having full accountability for management of the Company for the benefits
and in accordance with the interest and purpose of the Company that is specified in the Articles of
Association and act as the head in the management.
2. Maintaining and managing the Company wealth. The Board of Directors has full accountability
in carrying out the tasks for the interest of the Company in achieving the objectives and goals of
the Company.
 AUDIT COMITEES
Audit Committee was established by the Board of Commissioners of Bank Mandiri based
on the Decree No.013 / KEP / KOM / 1999 on 19 August 1999 with the objective of assisting and
facilitating the Board of Commissioners in performing duties and function in monitoring other
matters related to financial information, internal control system, audit effectiveness by external and
internal auditors, effectiveness of risk management implementation (together with Risk Monitoring
Committee) and compliance to the applicable laws.
Audit Committee, which is one of the committees under the Board of Commissioners, has
the duties and responsibilities of assisting and facilitating the Commissioners in executing
supervisory duties and functions over matters related to financial information, internal control
system, effectiveness of assessment by external and internal auditor, implementation of risk
management, and compliance with the applicable legislative regulations. One of the duties is to
perform supervision and evaluation of the implementation of corporate governance in relation to
negative information and complaints.
 Audit Committee must make a periodic report to the Board of Commissioners regarding
the activities of the Audit Committee, at least once in 6 (six) months.
Duties And Responsibilities Of Audit Committee
The duties and responsibilities of the Audit Committee are as follows:
The Committee Chairman is responsible for coordinating all audit committee activities to meet the
objectives of the committee in accordance with its establishment, among others are:
a. Preparing the annual work plan.
b. Scheduling the annual meeting.
c. Making periodic reports on the activities of the audit
committee as well as of other things that require the
consideration of the Board of Commissioners.
d. Making Self-Assessment on the effectiveness of audit

KHANA LIDYA MONICA

2017310017