Back to announcement
20240326_NISP_Laporan Informasi dan Fakta Material_31619558_lamp2.pdf
Other Text extracted NISPSource file signed link, expires in 15 minutes
Extracted text 7
Page 1
SUMMARY OF ARTICLES OF ASSOCIATION AMENDMENT
PT BANK OCBC NISP TBK
YEAR 2024
References to Laws and Regulations:
1. Law No.4 year 2023 regarding Development and Strengthening of the Financial Sector
2. POJK No.12 year 2023 regarding Sharia Business Unit
3. POJK No.17 year 2023 regarding Implementation of Governance for Commercial Banks
4. POJK No.14/POJK.04/2022 Regarding the Submission of Periodic Financial Reports for Issuers or Public Companies
OCBC Indonesia Articles of Association
Proposed Amendments to the Articles of Association
(Akta No. 4 Tahun 2021)
Article 3 Article 3
Purposes And Objectives And Business Activities Purposes And Objectives And Business Activities
2. To achieve such purposes and objectives the Company is able to 2. To achieve such purposes and objectives the Company is able to
carry out the following main business activities: carry out the following main business activities:
1. Collecting public’s fund in the form of savings such as giro 1. Collecting public’s fund in the form of savings such as giro
(clearing account), time deposit, deposit certificate, savings (clearing account), time deposit, deposit certificate, savings
account and/or other forms equivalent to the foregoing; account and/or other forms equivalent to the foregoing;
2. Providing credits either long term, medium-term or provided in 2. Providing credits either long term, medium-term or provided in
the banking business; the banking business;
3. Issuing promissory notes; 3. Issuing promissory notes;
4. Purchasing, selling or guarantee on its own risk or for the 4. Purchasing, selling or guarantee on its own risk or for the
interests and on the order of its customers, including: interests and on the order of its customers, including:
a) money orders (wesel) including the money orders that are a) money orders (wesel) including the money orders that are
accepted by the bank with the validity period that is not accepted by the bank with the validity period that is not
longer than the common practice on the trading of such longer than the common practice on the trading of such
papers; papers;
b) promissory notes from other commercial papers with validity b) promissory notes from other commercial papers with validity
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
Page 1 from 7
Page 2
period of no longer than the common practice on the trading period of no longer than the common practice on the trading
of such papers; of such papers;
c) state treasury papers and the government letter of c) state treasury papers and the government letter of
guarantee; guarantee;
d) Certificates of the Bank of Indonesia (SBI); d) Certificates of the Bank of Indonesia (SBI);
e) bonds; e) bonds;
f) commercial papers with a validity period; f) commercial papers with a validity period;
g) other commercial paper instruments with a validity period; g) other commercial paper instruments with a validity period;
5. Transferring funds either for its own account or for the 5. Transferring funds either for its own account or for the
customers’ benefit; customers’ benefit;
6. Placing funds on, borrowing funds from, or lending funds to 6. Placing funds on, borrowing funds from, or lending funds to
other banks, either using letters, means of telecommunications other banks, either using letters, means of telecommunications
or with bearer money order, check or other means; or with bearer money order, check or other means;
7. Receiving payment from the receivables on commercial papers 7. Receiving payment from the receivables on commercial papers
and undertaking calculation with or between third parties; and undertaking calculation with or between third parties;
8. Placing funds to other customers in the form of commercial 8. Placing funds to other customers in the form of commercial
papers that are listed or not listed on the stock exchange; papers that are listed or not listed on the stock exchange;
9. Carry out factoring and credit card business activities; 9. Carry out factoring and credit card business activities;
10. Issuing letters of credit in various forms and bank guarantees; 10. Issuing letters of credit in various forms and bank guarantees;
11. Carry out activities in foreign currencies; 11. Carry out activities in foreign currencies;
12. Carry out activities in payment system
3. To support the Company’s main business activities, the Company is 3. To support the Company’s main business activities, the Company is
able to carry out the following supporting business activities: able to carry out the following supporting business activities:
1. Providing safe deposits to keep valuable goods and commercial 1. Providing safe deposits to keep valuable goods and commercial
papers; papers;
2. Engage in the custodial activities for other party’s interest based 2. Engage in the custodial activities for other party’s interest based
on a contract; on a contract;
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
Page 2 from 7
Page 3
3. Carry out trusteeship activities; 3. Carry out trusteeship activities;
4. Carry out capital investments on banks or other companies in 4. Carry out capital investments on banks or other companies in
the field of financial services such as factoring, funds the field of financial services such as factoring, funds
management, leasing, venture capital, securities company, management, leasing, venture capital, securities company,
insurance, clearing and guarantee institution and the deposit insurance, clearing and guarantee institution and the deposit
and settlement institution; and settlement institution;
5. Carry out temporary capital participation activities outside the
Financial Services Institution to overcome the consequences of
Credit or Financing failure based on Sharia Principles, with the
condition that participation must be withdrawn;
5. Acting as the founder and manager of pension funds; 6. Bertindak sebagai pendiri dan pengurus dana pensiun;
6. Carry out other businesses that are commonly carried out by a 7. Menyelenggarakan usaha lainnya yang lazim dilakukan oleh
Commercial Bank provided that they are not contradicted with the suatu Bank Umum sepanjang tidak bertentangan dengan
prevailing laws and regulations. peraturan perundang-undangan yang berlaku.
Article 16 Article 16
Duties And Authorities of the Board Of Directors Duties And Authorities of the Board Of Directors
11. The duties and authorities of a member of the Board of Directors 11. All members of the Company's Board of Directors are responsible
who is in charge of the Sharia Business Unit is fully responsible on for the development of the Sharia Business Unit which is carried out
the management of the business activities based on the sharia in accordance with the Financial Services Authority Regulations and
principles and the prudential principles. the provisions of applicable laws and regulations. One of the
Directors must be in charge of the Sharia Business Unit.
12. Criteria, mechanisms and procedures for appointment, replacement,
dismissal and/or resignation of members of the Board of Directors,
including the authority to the Board of Directors which have not
been regulated in these articles of association are subject to
applicable laws and regulations.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
Page 3 from 7
Page 4
Article 17 Article 17
Board of Directors Meeting Board of Directors Meeting
13. a. Each attending member of the Board of Directors shall be entitled 13. a. Each attending member of the Board of Directors shall be entitled
to cast 1 (one) vote and 1 (one) additional vote for each other to cast 1 (one) vote and 1 (one) additional vote for each other
member of the Board of Directors he/she represents. member of the Board of Directors he/she represents.
b. Each member of the Board of Directors who is personally in any b. Each member of the Board of Directors who is personally in any
way whatsoever either directly or indirectly has an interest in a way whatsoever either directly or indirectly has an interest in a
transaction, contract or proposed contract, where the Company transaction, contract or proposed contract, where the Company
becomes one of the parties then this member shall state the becomes one of the parties then this member shall state the
nature of this interest in the Board of Directors’ meeting and nature of this interest in the Board of Directors’ meeting and
shall not be entitled to participate in the voting process in shall not be entitled to participate in the voting process in
relation to the matters that are related to such contract or relation to the matters that are related to such contract or
transaction, unless otherwise provided by the Board of Directors’ transaction, unless otherwise provided by the Board of Directors’
meeting. meeting.
c. The voting on a person is conducted with the closed signed
ballot while the voting on other matters shall be conducted
verbally unless decided otherwise by the Chairperson of the
Meeting without objection from those who are present.
15. The Minutes of Board of Directors’ meeting that is made in 15. The Minutes of Board of Directors’ meeting that is made in
accordance with the provision of paragraph 13 of this article shall be accordance with the provision of paragraph 13 of this article shall be
a valid evidence regarding the resolutions adopted in the relevant a valid and binding evidence regarding the resolutions adopted in
Board of Directors’ meeting either for the members of the Board of the relevant Board of Directors’ meeting either for the members of
Directors or third parties the Board of Directors or third parties
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
Page 4 from 7
Page 5
Article 18 Article 18
The Board of Commissioners and the Sharia Supervisory Board The Board of Commissioners and the Sharia Supervisory Board
2. The Board of Commissioners shall consist of at least three (3) 2. The Board of Commissioners shall consist of Independent
members, which consists of: Commissioner and Non-Independent Commissioner and at least
- (1) one President Commissioner; three (3) members, which consists of:
- (2) two or more Commissioners, one or more of them can be - (1) one President Commissioner;
appointed as the Vice President Commissioner; - (2) two or more Commissioners, one or more of them can be
by considering the prevailing laws and regulations. appointed as the Vice President Commissioner;
by considering the prevailing laws and regulations.
13. In the event the position of the President Commissioner is vacant 13. In the event the position of the President Commissioner is vacant
and during the period his/her replacement has not been appointed and during the period his/her replacement has not been appointed
or has not assumed his/her position, then one of the members of the or has not assumed his/her position, then one of the members of the
Board of Commissioners who is appointed by the Board of Board of Commissioners who is appointed by the Board of
Commissioners’ meeting shall carry out the obligations as the Commissioners’ meeting shall carry out the obligations as the
President Commissioner. President Commissioner taking into account the Financial Services
Authority Regulations.
Article 19 Article 19
Duties and Authorities of the Board of Commissioners Duties and Authorities of the Board of Commissioners
6. The Board of Commissioners is responsible for the development of
the Sharia Business Unit which is carried out in accordance with the
Financial Services Authority Regulations and the provisions of
applicable laws and regulations.
7. Criteria, mechanisms and procedures for appointment, replacement,
dismissal and/or resignation of members of the Board of
Commissioners, including the authority attached to members of the
Board of Commissioners which have not been regulated in these
articles of association are subject to applicable laws and
regulations.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
Page 5 from 7
Page 6
Article 20 Article 20
Board of Commissioners Meeting Board of Commissioners Meeting
13. a. Each attending member of the Board of Commissioners shall be 13. a. Each attending member of the Board of Commissioners shall be
entitled to cast 1 (one) vote and 1 (one) additional vote for each entitled to cast 1 (one) vote and 1 (one) additional vote for each
other member of the Board of Commissioners he/she other member of the Board of Commissioners he/she
represents. represents.
b. Each member of the Board of Commissioners who is personally b. Each member of the Board of Commissioners who is personally
in any way whatsoever either directly or indirectly has an interest in any way whatsoever either directly or indirectly has an interest
in a transaction, contract or proposed contract, where the in a transaction, contract or proposed contract, where the
Company becomes one of the parties then this member shall Company becomes one of the parties then this member shall
state the nature of this interest in the Board of Commissioners’ state the nature of this interest in the Board of Commissioners’
meeting and shall not be entitled to participate in the voting meeting and shall not be entitled to participate in the voting
process in relation to the matters that are related to such process in relation to the matters that are related to such
contract or transaction, unless otherwise provided by the Board contract or transaction, unless otherwise provided by the Board
of Commissioners’ meeting. of Commissioners’ meeting.
c. The voting on a person is conducted with the closed signed -
ballot while the voting on other matters shall be conducted
verbally unless decided otherwise by the Chairperson of the
Meeting without objection from those who are present.
15. The Minutes of Board of Commissioners’ meeting that is made in 15. The Minutes of Board of Commissioners’ meeting that is made in
accordance with the provision of paragraph 13 of this article shall be accordance with the provision of paragraph 13 of this article shall be
a valid evidence regarding the resolutions adopted in the relevant a valid and binding evidence regarding the resolutions adopted in
Board of Commissioners’ meeting either for the members of the the relevant Board of Commissioners’ meeting either for the
Board of Commissioners or third parties. members of the Board of Commissioners or third parties.
16. The Board of Commissioners is also able to adopt binding 16. The Board of Commissioners is also able to adopt valid and binding
resolutions without holding a Board of Commissioners’ meeting resolutions without holding a Board of Commissioners’ meeting
provided that all members of the Board of Commissioners have provided that all members of the Board of Commissioners have
been notified in writing regarding the relevant proposals and all been notified in writing regarding the relevant proposals and all
members of the Board of Commissioners approve the proposal in members of the Board of Commissioners approve the proposal in
writing and sign these approvals. writing and sign these approvals.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
Page 6 from 7
Page 7
The resolutions adopted in such manner shall have the same power The resolutions adopted in such manner shall have the same power
with the resolutions adopted lawfully in the Board of Commissioners’ with the resolutions adopted lawfully in the Board of Commissioners’
meeting. meeting.
Article 21 Article 21
Business Plan, Financial Year and Annual Report Business Plan, Financial Year and Annual Report
9. The Company shall announce the Balance Sheets and Profit and 9. The Company shall announce the Balance Sheets and Profit and
Loss Statements in an Indonesian language newspaper with Loss Statements in accordance with applicable laws and
national circulation in accordance with the procedures as set out in regulations.
Regulation Number X.K.2 concerning the Obligation to Submit the
Periodical Financial Statements.
Article 23 Article 23
Use Of Profits And Distribution Of Dividends Use Of Profits And Distribution Of Dividends
4. Dividends can only be distributed from the net profits of the 4. Dividends can only be distributed from the net profits of the
Company after deducted by the statutory reserve funds according to Company after deducted by the statutory reserve funds according to
the resolution made at the GMS, in which resolution it shall also be the resolution made at the GMS, in which resolution it shall also be
determined the time of payment and the type of dividends. The determined the time of payment and the type of dividends. The
dividends per one share shall be paid to a person in whose name dividends per one share shall be paid to a person in whose name
the share is registered in the Shareholders Register on the business the share is registered in the Shareholders Register on the business
day that will be determined by or based on the authority made by day that will be determined by or based on the authority made by
the GMS where the decision to distribute the dividends has been the GMS where the decision to distribute the dividends has been
made. The payment day shall be announced by the Board of made. The payment day shall be announced by the Board of
Directors to all shareholders in an Indonesian language newspaper Directors to all shareholders, with the provision that if the dividends
with national circulation as determined by the Board of Directors, are distributed in cash, the Company must pay such cash dividends
with the provision that if the dividends are distributed in cash, the to the entitled shareholders at the latest within 30 (thirty) days after
Company must pay such cash dividends to the entitled shareholders the announcement of the abridged minutes of GMS that decides the
at the latest within 30 (thirty) days after the announcement of the distribution of such cash dividends by taking into account the
abridged minutes of GMS that decides the distribution of such cash prevailing laws and regulations.
dividends by taking into account the prevailing laws and regulations.
Note:
- Red color indicates the deleted/revised provisions.
- Blue color indicates the new/revised provisions.
Page 7 from 7
Names mentioned 2 people and organisations named in the text · linked when the evidence is strong
unresolved
org
Financial Services Authority
p.3 ×3
Extraction attempts how the parser did, and what it refused
Nothing structured was extracted from this document — the attempts below say why.
No extraction attempted yet.