CORPORATE GOVERNANCE

GCG serves as the foundation for BRIDS in providing quality services to foster a conducive business climate.

The quality services provided by BRI Danareksa Sekuritas (BRIDS) are the result of corporate governance that is long-term-oriented. GCG serves as a foundation for our business activities to push for company growth and generate added value for all partners and clients in the long run. GCG implementation is based on POJK No. 57/POJK.04/2017 on Implementation of Governance for Securities Companies Conducting Business Activities as Securities Underwriters and Brokers.

Through consistent GCG implementation, BRIDS strives to contribute to the national economy by fostering a conducive business climate through the services provided. Such success in turn will push the growth of BRIDS as a trusted securities company.

WHISTLEBLOWING SYSTEM

Whistleblowing system serves as a medium for all stakeholders to contribute to ensuring integrity and compliance in the business activities of BRIDS.

The input from and participation of all stakeholders are needed to ensure consistent GCG implementation and the conduct of business that is grounded in integrity and compliance. To that end, we provide a medium for reporting of any indication of violation. Through the whistleblowing system, anyone can report a violation to be followed up. We are committed to protecting the confidentiality and safety of the whistleblower.

Brief History of The Company

BRI Danareksa Sekuritas (BRIDS) was established on July 1, 1992, under the name PT Danareksa Sekuritas with the goal to establish and develop Indonesia’s capital market. Providing a one-stop financial solution, BRIDS has handled various capital market transactions as an underwriter, broker and financial advisor for individual, institutional, foreign and domestic, private and government clients. BRIDS has obtained permits as an arranger for Medium Term Note (MTN), Negotiable Certificate of Deposit (NCD), Syndicated Loan, Global Bond, and as Financial Advisor. With the support of 10 branch offices, 13 investment galleries and 3 partners across Indonesia, BRIDS is committed to becoming the best agent for economic growth in Indonesia.

BRI Danareksa Sekuritas Organization Structure

The Board Manual of The Board of Commissioner and Directors

Board Manual of the Board of Commissioner

The Board of Commissioners has the Board Manual in carrying out its duties and responsibilities. The Board Manual for the Board of Commissioners was established on August 25, 2020, through the Board of Commissioners Decree No. SK-29/003/VIII/DEKOM.

The Board Manual of The Board of Commissioners contains the following:

  1. Introduction; Background, Vision and Mission, Purpose, and Legal Foundation
  2. Organization of the Board of Commissioners; Membership of the Board of Commissioners, Appointment, and Dismissal
  3. Duties, Obligations and Authorities; Description of the Duties of the Board of Commissioners, Obligations of the Board of Commissioners, Authorities of the Board of Commissioners
  4. Meeting Implementation; Board of Commissioners Meetings, Reporting, and Accountability of the Board of Commissioners

 

Board Manual of the Board of Directors

The Board of Directors has a Board Manual in carrying out its duties and responsibilities. The Board Manual of the Board of Directors is stated by the Board of Directors Decree No. KD- 37/029/CS-DIR on July 25, 2013.

The Board Manual of the Board of Director contains:

  1. General provisions
  2. Number, Composition, Criteria, and Independency of the Board of Directors
  3. Duties, Authorities, and Obligations of the Board of Directors
  4. Procedures of Holding Board of Directors Meetings
  5. Conflict of Interest
  6. Company Introduction Program, Work Ethics and Working Hours of the Board of Directors
  7. Provisions of Leave and Replacement Director
  8. Closing

Code of Conduct

The code of conducts and behavior serves as a guideline for all parties in the Company in carrying out business activities and operations ethically and with integrity. The code of conducts and behavior are dynamic and constantly being updated to maintain the developments pace in the Company’s regulations, norms, and business.

The Company has code of ethics that applies to all members of the Board of Commissioners, Directors, Employees, and Suppliers. This code of conduct has been signed by all Directors and Board of Commissioners of the Company on October 02, 2017. This code of conduct contains the main points of the code of conduct which include:

  1. Introduction
  2. Responsibilities
  3. Diversity and Fair Job Opportunities
  4. Employment Relations among Company Individuals
  5. Communication Procedures
  6. Confidential Company Information
  7. Corporate Identity
  8. Recording, Documentation, and Bookkeeping
  9. Safety and Comfort of the Work Environment
  10. Conflicts of Interest
  11. Compliance with the Law
  12. Share Trading by Company Individuals
  13. Compliance with the Code of Ethics
  14. Internalization, Implementation, Sanctions, and Rehabilitation
  15. Closing

 

Code of Conduct Dissemination

In 2020, BRIDS did not socialize the code of conduct related to the Covid-19 pandemic.

 

Vision, Mission, and Work Culture as the Foundation for the Code of Ethics

In compiling the code of ethics, BRIDS refers to the Company’s vision, mission, and work culture which serve as guidelines, directions, and goals for the Company’s sustainable development. As part of the effort to build a conducive work environment and productive work ethic, the Company continues to make several initiatives to build a positive work culture. The work culture owned by BRIDS contains values, norms, and habits that influence the thinking, behavior, and work of employees and management, which leads to improve the quality of the
Company’s performance.
 

 

Types of Sanctions for Code of Conduct Violation

The Company is going to provide the sanctions for Company’s personnel at any level, if proven to have violated the Company’s code of conducts. The punishment will be based on the regulations stated in the Company’s internal regulations and applicable Laws and Regulations.

In addition to Company’s personnel who directly commit violations, sanctions can also be given to:

  1. the parties that approve of the actions taken by the Company’s personnel.
  2. parties who purposely do not report, hide information, remove evidence to cover up violations that have been committed by the Company’s personnel.
  3. superiors who are aware of violations that have been committed by the Company’s personnel under their supervision, and do not immediately report them, resulting in losses to the Company, both financial and non-financial

 

Number of Code of Conduct Violations and Sanctions Given in the Fiscal Year

In 2020, there were 4 (four) violations of the code of ethics related to the institutional customer stock trading intermediary transaction policy through the dealing room mechanism. The Company has given sanctions over the violation following with the Company’s provisions.

Risk Management Function and Policy

The Risk Management Committee was established following the Board of Directors Decree No: KD-34/16/RM-DS on November 23, 2020. The Risk Management Committee assists the Board of Directors in providing information on the risks faced by the Company through risk profile reports so that the Board of Directors can determine risk mitigation that can be applied.

 

Membership Structure

 

Duties and Responsibilities

  1. Becoming the highest vehicle for managing corporate risk
  2. Reviewing the developments in the portfolio that the Company has and/or will have
  3. Discussing and establishing risk management guidelines in the recommendations and policies
  4. Complying with and implementing all decisions and recommendations related to risk management established by the Risk Management Committee.
  5. Making any changes and update the Risk Management Guidelines
  6. Coordinating and supervising all risk management activities
  7. Establishing limits on the authority for approval of risktaking to the chairman and appointed the Risk Management Committee members.
  8. Determining the authorized officer in approving the risktaking for each business activity and transaction.
  9. Establishing standard agreement that will be used in carrying out business activities
  10. Determining standard proposals that will be used by each business unit/activity in submitting applications for approval of risk-taking.
  11. Ensuring that the provision of facilities to customers does not cause any conflicts with contracts or mandates that have been obtained and are still ongoing in the internal Company and affiliation of the Company.

 

Risk Management Committee Meetings

Risk Management Committee meetings are held at least once in 3 (three) months in accordance with the Risk Oversight Committee meeting schedule and Integrated Risk Management Committee meetings in the main entity.

During 2020, the Risk Management Committee has not held a meeting because this committee was only formed on November 23, 2020.

 

Implementation of Duties of the Risk Management Committee

Throughout 2020, the duties implementation of the Risk Management Committee was outlined in the form of Risk Evaluation Memorandum (MER) for new business activities and business activities that caused significant risks to the Company. In 2020, the Risk Management Committee issued 43 MERs.

Internal Audit and Compliance Functions and Policies

Corporate Secretary

The Corporate Secretary has an important role in facilitating communication among the Company’s organs, the relationship between the Company and stakeholders, and compliance with laws and regulations. The Corporate Secretary is responsible to the Board of Directors and is appointed/dismissed based on the Board of Directors’ decision with the approval of the Board of Commissioners.

 

Implementation of Duties of the Corporate Secretary

The Corporate Secretary has done a good job in 2020, including:

  1. Organizing the General Meeting of Shareholders either the Annual GMS for the 2020 fiscal year, the Extraordinary GMS, or the Circular GMS in 2020
  2. Compiling and documenting the resolutions of the GMS, the Board of Directors, and the Board of Commissioners.
  3. Ensuring that Good Corporate Governance is carried out in accordance with the Company Regulations
  4. Ensuring the good communication creation between the Company and the Stakeholders
  5. Ensuring that the Board of Directors meetings, Board of Directors & Commissioners meetings and GMS are in accordance with Article of Association
  6. Implementation of Company Activities with Shareholders
  7. Ensuring that the Annual Report and CWBP are submitted in accordance with the specified time
  8. Media relations
  9. Implementing Corporate Social Responsibility
  10. As a Cost Center for Marketing Costs

 

Internal Audit Division

The Internal Audit Unit is a supporting organ for the Board of Directors which is directly under and reports to the President Director. The Board of Directors established the Internal Audit Unit to increase the effectiveness of Risk Management and Corporate Governance to provide added value to stakeholders and develop the Company’s operations. The Internal Audit Unit ensures that the internal control system is effective and adequate in safeguarding the Company’s assets. The scope of work of the Internal Audit Unit includes examination or evaluation of the effectiveness and quality of internal control, implementation of risk management, and governance processes of all business and operational functions to help the Company achieve its objectives.

 

Structure and Position of the Internal Audit Division

Internal Audit, an independent work organ, located and reports directly to the President Director. This unit has direct line of communication with the Board of Commissioners. In addition, this unit has unlimited access to all Company activities and is a managing partner in realizing the implementation of good corporate governance. This unit is chaired by the Head of the Internal Audit Division who is appointed and dismissed by the President Director with the approval of the Board of Commissioners.

 

Duties and Responsibilities of the Internal Audit Division

Based on the Internal Audit Charter, the Company’s Internal Audit Division has the following duties and responsibilities:

  1. Developing and implementing the annual Internal Audit plan.
  2. Checking and evaluating the implementation of internal control and risk management systems based on Company policy.
  3. Checking and assessing the efficiency and effectiveness of the business, operations, finance, accounting, Human Capital, information technology, and other activities.
  4. Providing recommendations for improvements and objective information on the activities examined at all levels of management.
  5. Preparing the audit report and submitting the report to the President Director and the Board of Commissioners.
  6. Monitoring, analyzing, and reporting on the implementation of the recommended improvements.
  7. Communicating with the Audit Committee in conducting supervision.
  8. Developing programs to evaluate the quality of the internal audit activities it performs, and
  9. Conducting special examinations if necessary.

 

Internal Audit Charter

BRIDS has an Internal Audit Guidelines of Charter signed by the Board of Directors on June 30, 2020, in Jakarta. The Internal Audit Guidelines as stated in the Decree of the Company’s Directors No. KD-29/005B/VI/DS.

The materials or the main points of the Internal Audit Guidelines include the introduction, the basis for the preparation, the vision and mission, the objectives of the internal audit activity, the structure and position of the internal audit division, the scope, duties, and responsibilities of the internal audit division, the authority of the internal audit division Professional Ethics, Internal Auditor Requirements, and Conclusion.

 

Implementation of Internal Audit Duties

In 2020, the BRIDS Internal Audit has carried out regular audit activities on 11 (eleven) audit objects and special audit activities on 4 (four) audit objects.

Information on Directors & Employees with WPPE and WPEE Licenses

Directors & Employees with Underwriter Representatives (WPEEs) dan Broker-Dealer Representatives (WPPEs) Licenses

 

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