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20240404_BJBR_Ringkasan Risalah//Risalah RUPS_31624203_lamp1.pdf
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SUMMARY OF MINUTES
ANNUAL GENERAL MEETING OF SHAREHOLDERS 2023
PT BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.
The Board of Directors of PT Bank Pembangunan Daerah Jawa Barat dan Banten, Tbk. (hereinafter
referred to as the "Company") domiciled in Bandung, hereby announces that the Annual General
Meeting of Shareholders 2023 (hereinafter referred to as the "Meeting"), with the following
information :
A. Day/Date, Time, dan Venue
Day/Date : Tuesday, April 2, 2024
Time : 09.58 – 13.14 Western Indonesian Time
Venue : Grand Ballroom Trans Hotel Bandung
Jl. Gatot Subroto No. 289
B. Meeting Agenda
The meeting was held with the following agenda :
1. Approval of the Annual Report including ratification of the Company's Consolidated
Financial Statements and Report on the Implementation of Supervisory Duties of the
Board of Commissioners for the 2023 financial year as well as granting of full release and
discharge (acquit et de charge) to the Board of Directors for their actions in managing the
Company and the Board of Commissioners for their actions in supervising the Company
already carried out during the 2023 financial year.
2. Approval of the determination of the use of the Company's net profit including the
distribution of dividends for the 2023 financial year.
3. Appointment of a Public Accountant and a Public Accounting Firm to audit the
Company's financial statements for the 2024 financial year.
4. Approval of Updating the Company's Recovery Plan.
5. Amendment to the Company's Articles of Association.
6. Changes in the Company's Management.
C. Chairman of the Meeting and Members of the Board of Commissioners and Directors
attended the Meeting
For agenda 1 to agenda 5, the Meeting was chaired by Mr. Farid Rahman as the Independent
President Commissioner, and for agenda 6, the Meeting was chaired by Mr. Diding Sakri as
Independent Commissioner who was appointed based on the Resolution of the Meeting of
the Board of Commissioners of the Company dated Monday, April 1, 2024 and the Meeting
was attended by Members of the Board of Commissioners and Directors of the Company as
follows :
Board of Commissioners
- Independent President Commissioner : Mr. Farid Rahman
- Commissioner : Mr. Setiawan Wangsaatmaja
- Commissioner : Mr. Tomsi Tohir
- Commissioner : Mr. Rudie Kusmayadi
- Independent Commissioner : Mr. Fahlino F. Sjuib
- Independent Commissioner : Mr. Diding Sakri
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Board of Directors
- President Director : Mr. Yuddy Renaldi
- Director of Compliance : Mr. Cecep Trisna
- Director of Finance : Ms. Nia Kania
- Director of Consumer and Retail : Ms. Suartini
- Director of Commercial and MSME : Ms. Nancy Adistyasari
- Director of IT, Treasury and International Banking : Mr. Rio Lanasier
- Direktur of Operations : Mr. Tedi Setiawan
Description :
Mr. Rio Lanasier as Director of IT, Treasury and International Banking was unable to attend due
to health reasons.
D. Attendance of Shareholders
The Meeting was attended by shareholders and/or their proxies both physically present and
electronically through the Electronic General Meeting System ("eASY.KSEI") facility,
representing a total of 8.726.277.925 shares including 7,414,714,661 series A shares or 82,94%
of the total shares with valid voting rights issued by the Company with due observance of the
Company's Shareholders Register at the close of trading of the Company's shares on the
Indonesia Stock Exchange on March 1, 2024, namely 10,521,443,686 shares consisting of :
- 7.414.714.661 series A shares
- 3.106.729.025 series B shares
E. Resolution-Making Mechanism in the Meeting
The resolution-making mechanism in the Meeting is deliberation to reach a consensus.
However, if deliberation for consensus is not achieved, then resolution making in the Meeting
will be carried out by voting, with the following provisions :
1. The resolutions of the Meeting for agenda 1 through agenda 4 must be approved by more
than ½ (one-half) of the total shares with voting rights present at the Meeting.
2. Resolutions for agenda 5 must be approved by more than 2/3 (two-thirds) of the total
number of shares with valid voting rights present at the Meeting and must be approved
by more than ½ (one-half) of the Series A shares present.
3. Resolutions for agenda 6 of the AGM must be approved by more than ½ (one-half) of the
total number of shares with valid voting rights present at the AGM and must be approved
by more than ½ (one-half) of the Series A shares present.
F. Independent Party Vote Counter
The voting results were calculated by PT Datindo Entrycom as the Securities Administration
Bureau ("BAE") and subsequently validated and announced by Notary R Tendi Suwarman, S.H,
both of whom are independent parties appointed by the Company.
G. Opportunity to Ask Questions and/or Give Opinions and Voting Results on Each Agenda
The Shareholders or their proxies have been given the opportunity to raise questions and/or
opinions in each Meeting Agenda. The number of Shareholders or their proxies, whether
physically and/or electronically present, who raised questions and/or opinions in the Meeting,
as well as the results of decision making through voting which includes e-Proxy votes through
eASY.KSEI are as follows :
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Question/
Agenda Agree Disagree Abstain
Response
8.700.056.368
Shares (99,70%),
1 26.221.557 Shares
Consist of Series A 5 (five)
0 Shares (0%) (0,30%), all of which
7.414.714.661 and peoples
are Series B shares.
Series B
1.285.341.707
8.714.518.825
Shares (99,87%),
11.759.100 Shares
Consist of Series A 4 (four)
2 0 Shares (0%) (0,13%), all of which
7.414.714.661 and peoples
are Series B shares.
Series B
1.299.804.164
8.700.833.312
Shares (99,71%), 13.684.513 Shares
11.760.100 Shares
Consist of Series A (0,16%), all of
3 (0,13%), all of which None
7.414.714.661 and which are Series B
are Series B shares.
Series B shares.
1.286.118.651
8.714.518.825
Shares (99,87%),
11.759.100 Shares
Consist of Series A
4 0 Shares (0%) (0,13%), all of which None
7.414.714.661 and
are Series B shares.
Series B
1.299.804.164
8.384.798.389
Shares (96,09%), 329.719.436
11.760.100 Shares
Consist of Series A Shares (3,78%), all 2 (two)
5 (0,13%), all of which
7.414.714.661 and of which are Series peoples
are Series B shares.
Series B B shares.
970.083.728
8.382.532.089
Shares (96,06%), 331.985 Shares
11.760.100 Shares
Consist of Series A (3,80%), all of 2 (two)
6 (0,13%), all of which
7.414.714.661 and which are Series B peoples
are Series B shares.
Series B shares.
967.817.428
Notes :
- % is the composition of the voting results with total eligible voting rights attended the
Meeting
- In accordance with the Company's Articles of Association and the Indonesia Financial
Services Authority Regulation ('POJK') Number 15/POJK.04/2020 concerning the Planning
and Implementation of General Meetings of Shareholders of Public Companies, Abstain
votes are considered to cast the same vote as the votes of the majority of Shareholders
who cast votes.
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H. Meeting Resolutions
Whereas in the Meeting a resolution was made, as set forth in the Deed of Minutes of the
Annual General Meeting of Shareholders 2023 of PT Bank Pembangunan Daerah Jawa Barat
dan Banten, Tbk Number 11 dated April 2, 2024, the minutes of which were made by R. Tendy
Suwarman, SH. Notary in Bandung City which principally is as follows :
First Meeting Agenda
1. Approved the Company's Annual Report including the Report on the Implementation of
Supervisory Duties carried out by the Board of Commissioners for the Financial Year 2023.
2. To authorize the Company's Consolidated Financial Statements for the Financial Year
2023 audited by Public Accounting Firm Amir Abadi Jusuf, Aryanto, Mawar dan Rekan (a
member firm of RSM Global network) in accordance with report number
00072/2.1030/AU.1/07/0499-2/1/II/2024 dated February 29, 2024, with a Fair opinion in
all material respects.
3. Approve to grant full release and discharge (acquit et de charge) to all members of the
Board of Directors for the management of the Company and to all members of the Board
of Commissioners for the supervision of the Company that has been carried out during
the financial year 2023, as long as such actions are reflected in the Company's Annual
Report and Consolidated Financial Statements for the financial year 2023 and its
supporting documents.
Second Meeting Agenda
From the Company's net profit for the financial year 2023 amounting to 1,716,269,038,391, it
is proposed :
1. 58.27% of the Net Income for the Financial Year 2023 or after rounding amounting to
Rp1,000,063,222,357,- or Rp95.05 per share is determined as Cash Dividend and
distributed to all registered shareholders in accordance with applicable regulations.
Furthermore, the Meeting granted power and authority to the Board of Directors to
regulate the procedures for payment of the Cash Dividend.
2. 41.73% of the Net Income for the Financial Year 2023 or after rounding amounting to
Rp716,205,816,034,- was determined as Retained Earnings.
Third Meeting Agenda
Granting authorization to the Board of Commissioners to :
1. Appoint a Public Accountant and Public Accounting Firm to audit the Company's financial
statements for the financial year 2024.
2. Determine other requirements and the amount of audit services by taking into
consideration the fairness and scope of audit work.
Fourth Meeting Agenda
1. Approve the update of the Company's Recovery Plan as the Recovery Plan document that
has been submitted to the Financial Services Authority through letter number 0171/DIR-
MRP/2023 dated November 30, 2023 in order to comply with the provisions of the
Financial Services Authority Regulation Number 14/POJK.03/2017 concerning Recovery
Plan for Systemic Banks.
2. To grant authority and power to the Board of Commissioners and/or the Board of Directors
to carry out all necessary actions in implementing the Recovery Plan in accordance with
applicable regulations.
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Fifth Meeting Agenda:
1. Approve the Amendments to the Company's Articles of Association as proposed.
2. To grant power and authority to the Board of Directors with the right of substitution to
take all necessary actions related to the resolution of the agenda of this meeting, including
compiling and restating the entire Articles of Association in a Notarial Deed and
subsequently submitting it to the authorized agency to obtain approval and or receipt of
notification of the amendment to the articles of association.
Sixth Meeting Agenda:
1. Honorably dismissing the Company's Management as follows :
a. Mr. Farid Rahman as Independent President Commissioner
b. Mr. Setiawan Wangsaatmaja as Commissioner
c. Mr. Fahlino F. Sjuib as Independent Commissioner
d. Mr. Yuddy Renaldi as President Director
e. Ms. Nia Kania as Director of Finance
f. Ms. Suartini as Director of Consumer and Retail
g. Mr. Rio Lanasier as Director of IT, Treasury and International Banking
h. Mr. Tedi Setiawan as Director of Operations
As of the closing of this Meeting and thanked them for their contribution of energy and
thought during their tenure as members of the Company's Management.
2. Reappoint the following members of the Company's Management :
a. Mr. Yuddy Renaldi as President Director
b. Mr. Rio Lanasier as Director of IT and Transaction Banking
c. Mr. Tedi Setiawan as Director of Operations
Effective since the closing of this Meeting.
3. Appoint the following members of the Company's Management :
a. Mr. Ventje Rahardjo Soedigno as Independent President Commissioner
b. Mr. Hana Dartiwan as Director of Finance
c. Mr. Yusuf Saadudin as Director of Consumer and Retail
Since the closing of this Meeting and effective since the approval from the Financial
Services Authority on the fit and proper test and fulfill the applicable laws and regulations.
4. With the dismissals and appointments of members of the Company's Management, the
composition of the Company's Management is as follows :
Board of Commissioners
- Independent President Commissioner : Mr. Ventje Rahardjo Soedigno
- Commissioner : Mr. Tomsi Tohir
- Commissioner : Mr. Rudie Kusmayadi
- Independent Commissioner : Mr. Diding Sakri
Board of Directors
- President Director : Mr. Yuddy Renaldi
- Director of Compliance : Mr. Cecep Trisna
- Director of Finance : Mr. Hana Dartiwan
- Director of Consumer and Retail : Mr. Yusuf Saadudin
- Director of Commercial and MSME : Ms. Nancy Adistyasari
- Director of IT and Transaction Banking : Mr. Rio Lanasier
- Director of Operations : Mr. Tedi Setiawan
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5. The members of the Board of Directors and Board of Commissioners appointed as referred
to point number 3 can only carry out their duties after obtaining approval from the
Indonesia Financial Services Authority (OJK) for the Fit and Proper Test and fulfilling the
applicable laws and regulations. In the event that the member of the Company's
Management appointed as referred to point 3 is subsequently declared not approved as a
member of the Company's Management in the Fit and Proper Test by the Indonesia
Financial Services Authority, then the appointment of the member of the Company's
Management shall become null and void without the need for GMS approval again.
6. To authorize the Board of Directors of the Company with the right of substitution to take
all necessary actions related to the resolutions of this Agenda and subsequently notify
and/or report to the competent authorities and subsequently do everything deemed
necessary and useful for such purposes with no one being excluded.
I. Schedule and Procedures for Payment of Cash Dividends
Subsequently, in accordance with the resolution of the Second Meeting Agenda as
mentioned above where the Meeting has decided to pay dividends amounting to
Rp1.000.063.222.357,- or Rp95,05 per share which will be distributed to 10,521,443,686 shares
of the Company, the schedule and procedures for the distribution of cash dividends for the
Financial Year 2023 are hereby informed as follows :
1. Schedule of Cash Dividend Payment for Financial Year 2023
No Description Date
1 End of Trading Period for Shares with Dividend Rights
(Cum Dividend)
• Regular and Negotiated Market April 18, 2024
• Cash Market April 22, 2024
2 Beginning of Trading Period of Shares Without Dividend
Rights (Ex Dividend)
• Regular and Negotiated Market April 19, 2024
• Cash Market April 23, 2024
3 Date of Register of Shareholders eligible for Dividends
April 22, 2024
(Recording Date)
4 Cash Dividend Payment Date May 2, 2024
2. Cash Dividend Procedure
a. Cash Dividends will be distributed to shareholders whose names are recorded in the
Company's Register of Shareholders ("DPS") on April 22, 2024 ("Recording Date")
and/or owners of the Company's shares in the securities sub-account at PT Kustodian
Sentral Efek Indonesia ("KSEI") at the close of stock trading on the Indonesia Stock
Exchange on April 22, 2024.
b. For Shareholders whose shares are placed in the collective custody of KSEI, the cash
dividend payment will be made through KSEI and will be distributed on May 2, 2024
into the Customer Fund Account ("RDN") at the Securities Company and/or Custodian
Bank where the Shareholder has opened their account. Proof of payment of cash
dividends will be delivered by KSEI to Shareholders through the Securities Company
and/or Custodian Bank where the Shareholders open their accounts. As for
Shareholders whose shares are not placed in the collective custody of KSEI ("Archive
Shareholders"), the cash dividend payment will be transferred directly to the
Shareholder's account.
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c. The cash dividends will be subject to tax in accordance with the prevailing tax laws
and regulations. The amount of tax imposed will be borne by the relevant shareholder
of the Company and deducted from the amount of cash dividends to which the
relevant shareholder of the Company is entitled.
d. Based on the prevailing tax laws and regulations, the cash dividends are exempted
from taxation if received by the shareholders of Resident Corporate Taxpayers ('WP
Badan DN') and the Company does not withhold Income Tax on the cash dividends
paid to the WP Badan DN. Cash dividends received by shareholders of Resident
Individual Taxpayers ('WPOP DN') will be exempted from tax object as long as the
dividends are invested in the territory of the Unitary State of the Republic of
Indonesia. For DN WPOPs that do not fulfill the investment requirements as
mentioned above, the dividends received by them will be subject to income tax
("PPh") in accordance with the applicable laws and regulations, and the PPh must be
paid by the relevant DN WPOP in accordance with the provisions of Government
Regulation No. 9 of 2021 concerning Tax Treatment to Support the Ease of Doing
Business.
e. The Company's shareholders may obtain confirmation of dividend payment through
the securities company and/or custodian bank where the Company's shareholders
open a securities account, and then the Company's shareholders shall be responsible
for reporting the receipt of the dividend in the tax return for the relevant tax year in
accordance with the prevailing tax laws and regulations.
f. Shareholders who are Foreign Taxpayers whose withholding tax will use the rate
based on the Double Taxation Avoidance Agreement ('P3B'), must fulfill the
requirements of the Director General of Taxes Regulation No. PER-25/PJ/2018
concerning Procedures for Implementing the Double Taxation Avoidance Agreement,
and submit the DGT/SKD record proof document or receipt that has been uploaded to
the Directorate General of Taxes website to KSEI or BAE in accordance with KSEI's
provisions and regulations related to the deadline for DGT/SKD submission. In the
absence of such documents, cash dividends paid will be subject to 20% Income Tax
Article 26.
Bandung, April 3, 2024
PT BANK PEMBANGUNAN DAERAH JAWA BARAT DAN BANTEN, Tbk.
BOARD OF DIRECTORS
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PT Bank Pembangunan Daerah Jawa Barat
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Tedi Setiawan Description
· Director
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Indonesia Stock Exchange
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PT Datindo Entrycom
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Notary R Tendi Suwarman
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Financial Services Authority
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R. Tendy Suwarman
· Notaris
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Mawar dan Rekan
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PT Kustodian Sentral Efek Indonesia
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Directorate General of Taxes
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