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20240816_NISP_Laporan Informasi dan Fakta Material_31706271_lamp2.pdf
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SUMMARY OF ARTICLES OF ASSOCIATION AMENDMENT
PT BANK OCBC NISP TBK
YEAR 2024
Legal Basis of the Amendment:
Otoritas Jasa Keuangan Regulation (OJK Regulation) Number 2 Year 2024 concerning the Implementation of Sharia Governance for Sharia
Commercial Banks and Sharia Business Units.
OCBC Articles of Association
Amendment to the Articles of Association
(Deed No. 27 Year 2024)
Article 18 Article 18
The Board of Commissioners and the Sharia Supervisory Board The Board of Commissioners and the Sharia Supervisory Board
II. The Sharia Supervisory Board II. Dewan Pengawas Syariah
1. The Sharia Supervisory Board shall perform their duties and 1. The Sharia Supervisory Board shall perform their duties and
responsibilities by giving advice and suggestions to the Board of responsibilities in accordance with the Sharia Governance
Directors who oversee the Sharia Business Unit and supervise framework and the principles of good governance in accordance
the Bank’s activities that are conducted based on the sharia with applicable laws and regulations, including supervision for the
principles to be in accordance with the prevailing sharia interests of the Sharia Business Unit on the policies and
principles, among others consisting of: management by the Board of Directors in accordance with Sharia
a. Assessing and ensuring the fulfillment of the sharia principles Principles and is responsible for the supervision, as well as giving
in the operational and products guidelines that are issued by advice to the Board of Directors including giving sharia opinions
the Sharia Business Unit. regarding the activities of the Sharia Business Unit.
b. Supervising the development of new products of the Sharia
Business Unit from the beginning until the issuance of such
products.
c. Giving the sharia opinions on the new products of the Sharia
Business Unit and/or restructured financing.
d. Requesting the religious opinion (fatwa) to the National Sharia
Board for the new products of the Sharia Business Unit that
has not obtained the fatwa.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
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e. Making periodical review on the fulfillment of the Sharia
principles on the mechanism of funds collection and
distribution and the bank services.
f. Requesting data and information that are related to the sharia
aspects from the Sharia Business Unit in the performance of
its duties.
g. Submitting the sharia supervisory results to the Board of
Directors, Board of Commissioners, the National Sharia
Board of the Indonesian Council of Ulama and Bank
Indonesia in accordance with the prevailing laws and
regulations.
2. The Sharia Supervisory Board shall consist of at least 2 (two) 2. The Sharia Supervisory Board shall consist of at least 3 (three)
persons and maximum 3 (three) persons or based on the persons and maximum 50% (fifty percents) of the number of the
regulations as set out by Bank Indonesia and other laws and Board of Directors, in accordance with the provisions of the OJK
regulations and one of them shall be appointed by the Company and prevailing laws and regulations, and one of them shall be
as the Chairman of the Sharia Supervisory Board. appointed as the Chairman of the Sharia Supervisory Board. If
necessary, another member of the Supervisory Board can be
appointed as a deputy chairman of the Sharia Supervisory Board.
3. The requirements of the Sharia Supervisory Board shall be 3. The requirements of the Sharia Supervisory Board shall be
subject to the following regulations: subject to the following regulations:
a. Sharia Banking Law; a. Sharia Banking Law;
b. Bank Indonesia Regulations; b. Otoritas Jasa Keuangan Regulations;
c. Other prevailing laws and regulations; c. Other prevailing laws and regulations;
d. Resolutions of the National Sharia Board – the Indonesian d. Resolutions of the National Sharia Board – the Indonesian
Council of Ulama. Council of Ulama.
4. Every member of the Sharia Supervisory Board may not act 4. Every member of the Sharia Supervisory Board may not act
individually but in accordance with the Sharia Supervisory individually but in accordance with the Sharia Supervisory Board’s
Board’s resolutions. resolutions.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
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5. Unless provided otherwise in the prevailing laws and regulations, 5. Unless provided otherwise in the prevailing laws and regulations,
the members of the Sharia Supervisory Board shall be appointed the members of the Sharia Supervisory Board shall be appointed
and dismissed by the GMS. The appointment of the Sharia and dismissed by the GMS taking into account the
Supervisory Board shall be effective as of the date as determined recommendations of the committee that carries out the
in the GMS where the Sharia Supervisory Board shall be nomination function. The appointment of the Sharia Supervisory
appointed and dismissed at the closing of the 3rd (third) Annual Board shall be effective as of the date as determined in the GMS
GMS after the date of appointment of the Sharia Supervisory where the Sharia Supervisory Board shall be appointed and
Board. The members of the Sharia Supervisory Board whose dismissed at the closing of the 3rd (third) Annual GMS after the
terms of office have ended can be re-appointed. effective date of appointment of the Sharia Supervisory Board, or
there are other conditions in fulfilling the position of member of
the Sharia Supervisory Board in accordance with the OJK
Regulations.
Members of the Sharia Supervisory Board serve a maximum of 2
(two) consecutive terms of office. Members of the Sharia
Supervisory Board who have served for 2 (two) consecutive terms
of office may be reappointed in the following period by taking into
account the provisions of the prevailing OJK Regulations.
6. The GMS may authorize the Board of Commissioners to appoint -
the members of the Sharia Supervisory Board.
7. The GMS may at any time dismiss one or more of members of 6. The GMS may at any time dismiss/replace one or more of
the Sharia Supervisory Board before their terms of office have members of the Sharia Supervisory Board before their terms of
ended after the relevant member has been given the opportunity office have ended by prioritizing the main interests of the Bank
to defend himself/herself in the GMS. Such dismissal shall be and paying attention to the provisions of the prevailing OJK
effective as of the closing of such meeting unless if there is other Regulations. Such dismissal/replacement shall be effective as of
dismissal date as determined by the GMS and/or unless provided the closing of such meeting unless if there is other dismissal date
otherwise under the prevailing regulations. as determined by the GMS and/or unless provided otherwise
under the prevailing regulations.
8. - A member of the Sharia Supervisory Board may resign from 7. - A member of the Sharia Supervisory Board may resign from
his/her position by informing the Company regarding his/her his/her position by informing the Company regarding his/her
intention in writing. intention in writing.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
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- the Company shall hold the GMS to resolve the resignation - the Company shall hold the GMS to resolve the resignation
request of the member of the Sharia Supervisory Board at the request of the member of the Sharia Supervisory Board at the
latest within 60 (sixty) days after receiving the resignation latest within 60 (sixty) days after receiving the resignation
letter. letter.
- Unless provided otherwise in the prevailing laws and - Unless provided otherwise in the prevailing laws and
regulations in the event the Company does not hold the GMS regulations in the event the Company does not hold the GMS
in the period as set out in this paragraph, then by the lapse of in the period as set out in this paragraph, then by the lapse of
such period, the resignation of the member of the Sharia such period, the resignation of the member of the Sharia
Supervisory Board shall become effective without the GMS’ Supervisory Board shall become effective without the GMS’
approval and such resignation shall be reported in the next approval and such resignation shall be reported in the next
GMS. GMS.
- Before the resignation becomes effective, the relevant - Before the resignation becomes effective, the relevant
member of the Sharia Supervisory Board shall complete member of the Sharia Supervisory Board shall complete
his/her duties and responsibilities in accordance with the his/her duties and responsibilities in accordance with the
Articles of Association and the prevailing laws and Articles of Association and the prevailing laws and
regulations. regulations.
- The resigning Sharia Supervisory Board shall be released - The resigning Sharia Supervisory Board shall be released
from his/her responsibilities after obtaining the discharge of from his/her responsibilities after obtaining the discharge of
responsibilities from the Annual GMS. responsibilities from the Annual GMS.
- In the event a member of the Sharia Supervisory Board - In the event a member of the Sharia Supervisory Board
resigns and causes the number of the Sharia Supervisory resigns and causes the number of the Sharia Supervisory
Board to be less than 2 (two) persons, then such resignation Board to be less than 3 (three) persons, then such resignation
shall become effective after determined by the GMS and after shall become effective after determined by the GMS and after
the appointment of the new members of the Sharia the appointment of the new members of the Sharia
Supervisory Board so it has fulfilled the minimum requirement Supervisory Board so it has fulfilled the minimum requirement
of the number of the Sharia Supervisory Board. of the number of the Sharia Supervisory Board.
9. The term of office of a member of the Sharia Supervisory Board 8. The term of office of a member of the Sharia Supervisory Board
shall end automatically if such member of the Sharia Supervisory shall end automatically if such member of the Sharia Supervisory
Board: Board:
a. is declared bankrupt or put under guardianship under a court a. is declared bankrupt or put under guardianship under a court
order; or order; or
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
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b. is prohibited for holding a position as a member of the Sharia b. is prohibited for holding a position as a member of the Sharia
Supervisory Board based on the provisions of the National Supervisory Board based on the provisions of the National
Sharia Board regulations and/or the prevailing laws and Sharia Board regulations and/or the prevailing laws and
regulations; or regulations; or
c. passed away; or c. passed away; or
d. is dismissed due to the GMS’ resolution; or d. is dismissed due to the GMS’ resolution; or
e. is included as the parties in the non-performing loan/financing. e. is included as the parties in the non-performing loan/financing.
9. Criteria, mechanisms and procedures for appointment,
replacement, dismissal and/or resignation of members of the
Sharia Supervisory Board, including the authority attached to the
Sharia Supervisory Board, which have not been regulated in this
articles of association are subject to the prevailing laws and
regulations.
10. Salaries, fees and other allowances for members of the Sharia
Supervisory Board (if any) are determined by the GMS, and the
authority can be delegated by the GMS to the Board of
Commissioners.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
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Names mentioned 3 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Bank Indonesia
p.2 ×3
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