Code of Conduct

Code of Conduct

Chapter I

Definition

Article 1

In this decree:

• a. Bank is PT Bank Mandiri (Persero).
• b. Commissioner is member of the Board of Commissioners of the Bank as mentioned in its article of association.
• c. Director is member of the Board of Directors of the Bank as mentioned in its article of association.
• d. Executive Management is Board of Directors as well as Executive Vice President (EVP) and Senior Vice President (SVP) appointed by Board of Directors with specific duties, authorities and responsibilities as mandated by Board of Directors.
• e. Employee is employees of the Bank other than Executive Management and Board of Commissioners, including permanent employees and employees on contract basis.
• f. Members of the Bank are Board of Commissioners, Executive Management and employee.
• g. Insiders are members and shareholders of the Bank. Insiders also include individuals / legal entities that are engaged by the Bank to provide products or services, such as legal consultant, public accountant and others.
• h. Reward or compensation. Following are categorized as reward or compensation:
  • 1. Cash
  • 2. Securities
  • 3. Durable goods
  • 4. Commissions
  • 5. Special price discounts
  • 6. Price concessions
  • 7. Special personal items
  • 8. Special personal services ( utilizing facilities owned by customers, business relatives or vendors such as villas, vehicles and others)
• i. Gift is item for daily consumption such as food / drink, flowers, cards and other that can express sympathy.
• j. Promotional item is item used by the Bank or customers, business relatives or vendors for promotional purposes such as diaries, umbrellas, calendars, ballpoints and others.
• k. Family relationship is a familial relationship with and between members of Board of Commissioners, Executive Management and employees, as ruled in articles of association of the Bank and Letter of Decree of Director of Bank Indonesia no. 31/177/KEP/DIR dated 31 December 1998. This rule assumes following as family relationship:
  • 1. Parent (own/step/adopted)
  • 2. Brother / sister (sibling / step / adopted)
  • 3. Spouse
  • 4. Child (own / step / adopted)
  • 5. child's in-law (own / step / adopted)
  • 6. Grand parent (own / step / adopted)
  • 7. Grand child (own / step / adopted)
  • 8. Brother / sister in laws
  • 9. Brother / sister in laws (own / step / adopted)
  • 10. Parent in laws

Chapter II

Objective and Target

Article 2
Objective

This Code of Conduct gives members of the Bank proper and trustworthy direction in conducting businesses with customers, business partners and colleagues.

Article 3
Target

This Code of Conduct will enable members of the Bank to immediately detect any deviation in conducting businesses. It will also prevent members of the Bank to have improper relationship with customers, business partners and colleagues. However, it is not purposed to intervene personal life of members of the Bank.

Chapter III

Conflict of Interests

Article 4

Explanation

Conflict of interests is a condition where Members of the Bank in conducting his duties and responsibilities cannot make objective decisions as authorized by the Bank. This condition is due to benefiting him- or her-self, his or her families, or other outsiders other than the Bank itself.

Article 5
Coverage

• a. Members of the Bank must act respectfully and responsibly and be free from any influences that may jeopardize objectivity in conducting businesses or cause Bank to loose its businesses or reputation.
• b. Members of the Bank must acknowledge, realize and avoid any activities that may lead to conflict of interests. Member must report to his or her immediate supervisor instantaneously when such activities are unavoidable.
• c. Members of the Bank is not permitted to endorse or request approval for loan facilities and special interest rates as well as any exceptions for:
  • 1. Him/her-self
  • 2. His or her families.
  • 3. Business entities where he or she or his or her families has interests.
• d. Members of the Bank must not have any relations with an organization or individual that might lead to conflict of interests.
• e. Members of the Bank cannot concurrently assume responsibility as director, employee, consultant or commissioner of other financial institution, unless that institution is a subsidiary or an affiliate of the Bank or as assigned by the Bank.
• f. Members of the Bank cannot concurrently assume responsibility as director, consultant or commissioner of any business entities unless Bank permits it in written.
• g. Members of the Bank are forbid to directly or indirectly vend products or services to the Bank.
• h. Members of the Bank may use and utilize all facilities and resources of the Bank for business purposes only.
• i. Members of the Bank are forbid to seize properties of the Bank purposely for any individual, family member or other outsider.
• j. Members of the Bank might have transaction on securities, foreign exchanges, metal, commodities and derivatives for his or her own interest providing that there is no conflict of interests, violation of insider trading regulation of BAPEPAM and other laws and regulations.

Chapter IV

Confidentiality

Article 6

• a. Members of the Bank must understand and acknowledge that all information related to Bank and its customers is confidential and must maintain its confidentiality.
• b. Information received by members of the Bank is only for operational purposes of the Bank, and cannot be used for benefits of receiver, receiver's families and other third parties or activities other than of the Bank. Violation of which may break article 47 (2) of Act no 7 year 1992 about Banking as amended into Act no. 10 year 1998 and / or rules on insider trading of BAPEPAM.
• c. Members of the Bank might not disseminate information on business activities of the Bank otherwise authorized by and on behalf of the Bank and obliged by regulation.
• d. Members of the Bank must act according to policies and internal procedures of the Bank upon receiving request for information on customers of the Bank. Member must seek direction from his or her immediate supervisor before releasing the information when in doubt.
• e. To prevent any misuse, information dissemination to internal parties of the Bank must be made carefully and only to relevant parties.
• f. Members of the Bank might not spread information to external parties on following:
  • 1. Businesses of the Bank with the Government of Republic Indonesia
  • 2. Internal policies and work procedures of the Bank
  • 3. System management of information, data and reporting
  • 4. Data of employees, either active or inactive
  • 5. Business activities with customers and business partners
• e. Former members of the Bank are obligated to keep all of the confidentialities of the Bank, as regulated by article 323 (1) of Criminal Act.

Chapter V

Abuse of Authority

Article 7

• b. Members of the Bank might no exploitation his or her authority and profit from his or her knowledge of business activities of the Bank, directly or indirectly, for:
  • 1. Personal benefit
  • 2. Benefit of his or her families
  • 3. Benefit of other third parties
• a. Members of the Bank might not request or accept, allow or approve to accept reward or compensation from third parties in order to get or in attempt to get loan facilities from the Bank, either cash or non-cash loan, or in arrangement to buy or discount bank drafts, promissory notes, checks and trade bills or other liabilities and facilities that related to operational activities of the Bank.
• b. Members of the Bank might not request or accept, allow or approve to accept reward or compensation from third parties that get or seek to get job orders for procuring activities of the Bank.
• c. When customers, business partners and other third parties of the Bank give gifts on certain occasion, such holidays, celebration, disaster / tragedy and others and if:
  • 1. the giving will give negative influence and affect the decision making of the Bank, and
  • 2. The value is not proper, then member of the Bank that receives it must return it immediately and explain politely that members of the Bank cannot accept any gift.
• a. When the gift abovementioned in point d cannot be returned for one reason or another, member of the Bank received it must report immediately to his or her immediate supervisor that will take necessary action as regulated.
• b. When customers, business partners and other third parties of the Bank give promotional items to members of the Bank, and member may accept the giving as long as he or she believes will not be affected in making the decision by the giving.
• c. Members of the Bank must seek the best price with maximum discount in procuring products and services for the Bank. Those discounts from such as office furniture and fixtures / ticket / insurance premium and or money back from notary, lawyer / legal consultant, appraiser, independent accountant and or other discount, must be recorded for the benefit of the Bank.
• d. Members of the Bank might not use his or her function in the Bank to loan from customers of the Bank.
• e. Members of the Bank might not use facilities of the Bank for personal benefit other than provided by the Bank.
• f. Immediate supervisor might consult with Human Resources Division and Legal Division to review reward and compensation, gifts, promotional items and price discounts that are not included in this section.

Chapter VI

Insiders

Article 8

• a. Insiders with confidential information might not use the information to profit for him- or herself, his or her families or other third parties, to:
  • 1. influence individual or institutional customers of the Bank in transacting with the Bank
  • 2. disseminate that confidential information to individual or institutional customers of the Bank.
• a. Members of the Bank might not use internal information to buy or trade securities, unless that information is already available to the public.
• b. Insiders might not all the time misuse their position and function and profit from it or influence decision making process.
• c. Decision to sell or buy assets or services of other banks must put interests of the Bank at first without any influence from insiders, particularly when reward, compensation, entertainment and others are exist.

Chapter VII

Integrity and Accuracy of Data of the Bank

Article 9

• a. As banking is a highly regulated industry, data accuracy presented by the Bank must be valid and accountable.
• b. Members of the Bank, either on his or her initiative, as ordered by his or her supervisor or as requested by other third parties, might not book, edit, and or erase data improperly, mislead or intentionally obscure a transaction.
• c. Members of the Bank must follow standard procedures of the Bank, that all data changes and omission must be authorized by persons in charge.
• d. Members of the Bank might not manipulate receipts, including medical receipts for improper prices.

Chapter VIII

Integrity of Banking System

Article 10

• a. Members of the Bank, either individually or mass, might not involve in proceedings that could weaken or diminish integrity of Indonesian banking system.
• b. Members of the Bank must be firm to ensure that they are not manipulated to do criminal or other illegal activities.
• c. Members of the Bank must aware of money laundering activities and prevent the Bank involvement in those activities. This will also include restraining each individual members of the Bank from drugs and narcotics use.
• d. Bank has effective “know your customer' policy and comprehensive procedures without expensing customer's interests. This policy requires members of the Bank to infer any irregular transaction and take necessary action to detect suspicious accounts for money laundering, corruption and other criminal acts.

Chapter IX

Administration of Account of Employee

Article 11

• a. To ease salary payment for employee and other services, Bank requires members of the Bank to open an account with the Bank.
• b. Bank must ensure that all employees' accounts opened in the branch are adequately supervised and reviewed, hence meet all personnel division' condition as well as keep the confidentiality of those accounts.

Chapter XI

Annual Disclosure

Article 12

• a. Members of the Bank must sign annual disclosure as attached in this decree, in relation to code of conduct implementation particularly:
  • 1. Familial relationships or interests
  • 2. Reward / present, gifts and promotional items
  • 3. Compensation from third parties
  • 4. Income other that salary, bonus and personal savings
  • 5. Insider trading
• b. Official receiving this disclosure must understand clearly that it is confidential must maintain its confidentiality.

Chapter XI

Sanction for Violation / Disobedient

Article 13

• a. Members of the Bank who violate or disobey this policy might be sanctioned as degree of breach. Sanction made by the Bank subject to type of violation, degree of breach and comprehensive review upon the violator.
• b. All conflict of interests or violation must be reported to handled by each members' immediate supervisor with following order:
  • 1. Non officer
    Reports to and is evaluated by immediate supervisor. Copy of which is sent to Human Resource Division and Office of Compliance.
  • 2. Officer
    Reports to and is evaluated by EVP Human Resources/Training. Copy of which is sent to Compliance Director.
  • 3. Executive Management
    Reports to and is evaluated by president director. Copy of which is sent to Compensation Committee.
  • 4. Director
    Reports to and is evaluated by Board of Commissioners or Bank's legal counsel. Copy of which is sent to Compensation Committee.
  • 5. Commissioner
    Reports to and is evaluated by Shareholder's Meeting.

Chapter XII

Supervision and Update of Implementation

Article 14

• a. Executive Management in charge of Human Resources is responsible for implementation and documentation of this Code of Conduct.
• b. If due to some internal or external reasons this Code of Conduct is irrelevant then Executive Management in charge of Human Resources obligates to propose the amendment and update to Boards of Directors and Commissioners.

Chapter XIII

Closing

Article 15

• a. Matters that have not been governed in this decree will be governed separately.
• b. Considering that matters in Board of Directors' Circular Letter no. DIR/001/1999 dated December 20, 1999 regarding Receiving Reward/Compensation/Using Facilities from Bank's affiliated parties had been included in this code, then that Circular Letter is revoked.
• c. This decree is applicable since the date signed.

Determined in Jakarta on April 18, 2000
PT Bank Mandiri (Persero)

       Binhadi                                            Robby Djohan                    
President Commissioner                                 President Director