PT Bank Negara Indonesia (Persero) Tbk or BNI held an Annual General Meeting of Shareholders (AGMS) on Wednesday, March 26, 2025. The meeting discussed and approved seven agenda items including the determination of the use of 2024 net profit (determination of cash dividends), approval of share buybacks, and changes to the composition of the company's Board of Directors and Board of Commissioners.
BNI Corporate Secretary Okki Rushartomo explained that the AGMS presented a number of agenda items, including:
Determination of Use of the Company's Net Profit 2024 (Determination of Cash Dividends)
The AGMS approved the use of the Company's Net Profit 2024 in the amount of IDR21.46 trillion, where 65% of the net profit worth IDR13.95 trillion or IDR374 per share will be paid proportionally as cash dividends. While the other 35% of the profit or IDR7.5 trillion will be used as retained earnings for the development of BNI Group's sustainable business in the future. The company will deposit IDR 8.37 trillion as the state's share of dividends.
Share Buyback Approval
The meeting approved the Company's share buyback in the amount of IDR1.5 trillion. The buyback was conducted to provide an indication to investors that the Company views the Company's current share price as not reflecting the Company's fundamentals. The AGMS approved the plan to transfer shares from the buyback for the implementation of the Employee and/or the Board of Directors and Board of Commissioners Stock Ownership Program who meet the requirements to own shares of the Company and/or for other transfers in accordance with OJK approval. "This program it is expected to strengthen engagement with the Company while improving the performance and prudent-risk-taking principles of management and employees," said Okki.
Changes to the Company's Management Composition
The Annual GMS also approved changes to the Company's Management Composition, including approving the honorable dismissal of Royke Tumilaar as President Director of BNI. The Annual GMS approved the appointment of Putrama Wahju Setyawan as President Director of the company.
In addition, the GMS also honorably dismissed Novita Widya Anggraini from her position as Finance Director and Mucharom from his position as Human Capital & Compliance Director. Several new names entered the BNI board of directors, including Alexandra Askandar and Abu Santosa Sudrajat. In addition, the GMS also appointed Omar Sjawaldy Anwar as President Commissioner of BNI.
With the approval of the AGMS today, the composition of BNI's board of directors has increased to 13 from the previous 12 people and there has been a change in the nomenclature of positions. Meanwhile, the composition of commissioners has decreased from 11 to 6 people.
The following is the complete list of changes to the company's management as a result of today's GMS:
Composition of Board of Commissioners Before the AGMS 2025
President Commissioner concurrently Independent Commissioner: Pradjoto
Deputy President Commissioner: Pahala Nugraha Mansury
Independent Commissioner: Sigit Widyawan
Commissioner: Askolani
Independent Commissioner: Asmawi Syam
Commissioner: Mohamad Yusuf Permana
Independent Commissioner: Iman Sugema
Independent Commissioner: Septian Hario Seto
Independent Commissioner: Erwin Rijanto Slamet
Commissioner: Fadlansyah Lubis
Commissioner: Robertus Billitea
Composition of Board of Commissioners After the AGMS 2025
President Commissioner concurrently Independent Commissioner: Omar Sjawaldy Anwar
Deputy President Commissioner: Tedi Bharata
Commissioner: Suminto
Commissioner: Donny Hutabarat
Independent Commissioner: Vera Febyanthy
Independent Commissioner: Didik Junaidi Rachbini
Composition of Board of Directors Before the AGMS 2025
President Director: Royke Tumilaar
Deputy President Director: Putrama Wahju Setyawan
Finance Director: Novita Widya Anggraini
Digital & Integrated Transaction Banking Director: Hussein Paolo Kartadjoemena
Enterprise & Commercial Banking Director: I Made Sukajaya
Risk Management Director: David Pirzada
Wholesale & International Banking Director: Agung Prabowo
Network & Services Director: Ronny Venir
Retail Banking Director: Corina Leyla Karnalies
Human Capital & Compliance Director: Mucharom
Technology & Operations Director: Toto Prasetio
Institutional Banking Director: Munadi Herlambang
Composition of Board of Directors After the AGMS 2025
President Director: Putrama Wahju Setyawan
Deputy President Director: Alexandra Askandar
Finance & Strategy Director: Hussein Paolo Kartadjoemena
Commercial Banking Director: Muhammad Iqbal
Corporate Banking Director: Agung Prabowo
Risk Management Director: David Pirzada
Treasury & International Banking Director: Abu Santosa Sudradjat
Network & Retail Funding Director: Rian Kaslan
Institutional Director: Eko Setyo Nugroho
Consumer Banking Director: Corina Leyla Karnalies
Human Capital & Compliance Director: Munadi Herlambang
Information Technology Director: Toto Prasetio
Operations Directors: Ronny Venir
The appointed Board of Commissioners and Directors are effective after receiving approval for the Fit and Proper Test from the OJK.
Agenda of BNI Annual General Meeting of Shareholders 2025
1. Approval of the Annual Report and Ratification of the Company's Consolidated Financial Statements, Approval of the Board of Commissioners' Supervisory Duties Report and Ratification of the Financial Statements of the Micro and Small Business Funding Program for the Financial Year 2024, as well as granting of full acquittal and discharge (volledig acquit et de charge) to the Board of Directors for their management actions of the Company and the Board of Commissioners for their supervisory actions of the Company that have been carried out during the 2024 Financial Year.
2. Determination of Use of the Company's Net Profit for the Financial Year 2024.
3. Determination of salary/honorarium including Facilities and Allowances for the Financial Year 2025, as well as Tantiem/Performance Incentives/Special Incentives of Performance for the Financial Year 2024 and/or Long-Term Incentives for the Period of 2025-2027, for the Company's Board of Directors and Board of Commissioners.
4. Appointment of Public Accountant and/or Public Accounting Firm to Audit the Consolidated Financial Statements and Financial Statements of the Micro and Small Business Funding Program for the Financial Year 2025.
5. Approval of the Company's Share Buyback Plan and Transfer of Shares Proceeding from the Buyback Held as Treasury Stock.
6. Approval of Amendments to the Company's Articles of Association.
7. Changes to the Company's Management Composition.
The complete results of the resolutions of the BNI AGMS 2025can be accessed on the BNI website via www.bni.co.id
"All decisions made at the BNI AGMS 2025 are the basis for us to continue healthy performance growth and provide added value for shareholders and all stakeholders," concluded Okki.