| D.1 | Board Duties and Responsibilites | | |
| Clearly defined board responsibilities and Corporate Governance Policy |
| D.1.1 | Does the company disclose its corporate governance policy/board charter? | BNI discloses its corporate governance policy and board charter. BNI has several charters to maintain sound governance in its practices, namely : - Board of Commissioners Charter.
- Charter of the Board of Directors.
- Good Corporate Governance Charter.
Information on the aforementioned charters is disclosed in BNI’s 2025 Annual Report. These documents are also publicly available and can be easily downloaded from BNI’s website under the Corporate Governance section. | - BNI Annual Report 2025, Board of Commissioners, Page 699-670
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - NI Annual Report 2025, Board of Directors, Page 742-743
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - Company Website – Board of Commissioners Charter
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/the-board-manual-for-the-board-of-commissioners-2025.pdf. - Company Website – Charter of the Board of Directors
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Piagam-Direksi-EN-2026.pdf. - Company Website – Good Corporate Governance Charter
https://www.bni.co.id/portals/1/bni/perusahaan/Kebijakan/docs/GCG-Charter-EN.pdf.
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| D.1.2 | Are the types of decisions requiring board of directors/commissioners' approval disclosed? | BNI discloses the types of decisions requiring Board of Directors/Commissioners' approval. Types of decisions requiring Board of Directors/Board of Commissioners' approval are disclosed in : - Article of Association Deed No. 92 dated March 31, 2026 article 12 point (8) which outlines actions by the Board of Directors that require prior written approval from the Board of Commissioners.
- Charter of the Board of Directors, subsection XV which specifies actions by the Board of Directors that must obtain prior written approval from the Board of Commissioners.
- BNI Annual Report 2025, subchapters "Board of Directors Decisions Requiring Approval from the Board of Commissioners" and "Board of Directors' Actions That Must Obtain Written Approval from the Board of Commissioners.".
| - Company Website – Article of Association, Article 12 point (8), Page 36-37
https://www.bni.co.id/Portals/1/BNI/Perusahaan/TataKelola/Docs/GCG/AD-BNI-English.pdf. - Company Website – Charter of the Board of Directors, Actions of the Board of Directors that Must Receive Written Approval from the Board of Commissioners, Page 13-15
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Piagam-Direksi-EN-2026.pdf. - BNI Annual Report 2025, Board of Directors Decisions Requiring Approval from the Board of Commissioners, Page 733-734
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Board of Directors' Actions That Must Obtain Written Approval from the Board of Commissioners, Page 763-764
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.1.3 | Are the roles and responsibilities of the board of directors/commissioners clearly stated? | BNI's roles and responsibilities of the Board of Directors and Commissioners are clearly stated. The roles and responsibilities of BNI's Board of Commissioners and Directors are stated in : - BNI Annual Report 2025 in the following subchapters :
- Duties and Responsibilities of the Board Commissioners.
- Delegation of Duties to Members of the Board of Commissioners.
- Duties of the Board of Commissioners.
- Duties and Responsibilities of the Board of Directors.
- Board of Directors' Responsibilities.
- BNI Website in the following documents :
- Board of Commissioners Charter.
- Board of Directors Charter.
- Articles of Association.
| - BNI Annual Report 2025, Duties and Responsibilities of the Board of Commissioners, Page 705
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Delegation of Duties to Members of the Board of Commissioners, Page 706
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Duties of the Board of the Board of Commissioners, Page 708-709
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Duties and Responsibilities of the Board of Directors, Page 748-749
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Division of Duties and Responsibilities of Each Member of the Board of Directors Page 750-761
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Board of Directors' Responsibilities, Page 762-763
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - Company Website - Board of Commissioners Charter, Duties, Authorities, Obligations, and Responsibilities of the Board of Commissioners, Page 7-13
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/the-board-manual-for-the-board-of-commissioners-2025.pdf. - Company Website - Charter of the Board of Directors, Duties, Authorities, and Obligations of the Board of Directors, Page 8-13
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Piagam-Direksi-EN-2026.pdf. - Company Website - Articles of Association, Article 12, Duties, Authority, and Obligations of the Board of Directors, Page 32-35
https://www.bni.co.id/Portals/1/BNI/Perusahaan/TataKelola/Docs/GCG/AD-BNI-English.pdf. - Company Website - Articles of Association, Article 15, Duties, Authority, and Obligations of the Board of Commissioners, Page 51-53
https://www.bni.co.id/Portals/1/BNI/Perusahaan/TataKelola/Docs/GCG/AD-BNI-English.pdf.
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| Corporate Vision/Mission |
| D.1.4 | Does the company have an updated vision and mission statement? | BNI's Vision, Mission, and Core Values are disclosed on the Company's website and in the BNI Annual Report 2025. The Annual Report explains that BNI's Vision and Mission were updated in November 2024. According to the BNI Annual Report 2025, BNI's Vision and Mission were outlined in the Long-Term Plan based on the Board of Commissioners' Approval No. DK/60 dated 24 November 2023 and in the Bank Business Plan (RBB) 2024–2026 based on the Board of Commissioners' Approval No. DK/181 dated 14 November 2024. The report further states that the Vision and Mission are reviewed annually as a reference for formulating future business strategies. The updated vision is "To be a Trusted Global Financial Institution with Excellence in Innovation and Sustainable Performance," supported by a mission focused on providing innovative financial services, creating optimal value for stakeholders, and becoming a strategic partner for Indonesia's economic growth | - BNI Annual Report 2025, Vision, Mission, and Corporate Culture, Page 94-96
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Board of Commissioners and Board of Directors Review of the Vision and Mission, Page 96
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Website - Vision & Mission
https://www.bni.co.id/en-us/company/about-bni/vision-mission.
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| D.1.5 | Does the board of directors play a leading role in the process of developing and reviewing the company's strategy at least annually? | The Board of Directors plays a leading role in developing and reviewing the Company's strategy on an annual basis. As disclosed in BNI Annual Report 2025, the Board of Directors is responsible for formulating strategic policies based on the Company's vision and mission. Each year, these strategies are systematically documented in the Bank Business Plan (RBB), which serves as the Company's strategic planning instrument and is developed with reference to BNI's five-year Corporate Plan. The Annual Report further states that the Board of Directors has the highest strategic decision-making authority and plays an active role in designing, formulating, and consistently implementing strategies. In 2025, the Board of Directors guided management in reviewing and refining strategic initiatives, including the Corporate Transformation program and the Branch, Region & Area Value Empowerment (BRAVE) approach, to ensure alignment with the Company's long-term objectives and evolving business environment. | - BNI Annual Report 2025, Role of the Board of Directors in the Formulation of Strategy and Strategic Policies, Page 65-66
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Processes Undertaken by The Board of Director to Ensure Strategy Implementation, Page 66
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.1.6 | Does the board of directors have a process to review, monitor and oversee the implementation of the corporate strategy? | The Board of Directors have processes to review, monitor, and oversee the implementation of the Company's corporate strategy. As disclosed in BNI Annual Report 2025, the Board of Directors ensures the effective implementation of the Company's strategies and policies across all organizational levels by providing strategic direction and oversight throughout the execution process. To support the implementation of the Company's strategic objectives, BNI launched the Corporate Transformation Program, which aligns the strategic direction set out in the 2024–2028 Corporate Plan with defined targets through structured projects and measurable work plans. In 2025, BNI adopted a "Branch, Region & Area Value Empowerment (BRAVE) " approach, which is designed to be more customer-centric and region-based through an integrated digital distribution network. The approach is improved in 2025 to ensure stronger performance accountability, greater operational efficiency, and more effective delivery of integrated financial solutions. To support the effectiveness of control and performance monitoring, the Board of Directors established a Corporate Planning & Performance Management function at the divisional level. Furthermore, the Board of Directors regularly conducts meetings and coordination through various Board-level committees, including the Performance Management Committee, Subsidiary Committee, Business Committee, Asset & Liability Committee, Technology Management Committee, Integrated Risk Management Committee, Credit Committee, Credit Policy Committee, and Human Capital Committee. These committees serve as mechanisms to monitor strategy execution and ensure that decision-making processes remain measurable, transparent, and accountable. The Board of Directors plays an active role in ensuring that all targets and policies set out in the Bank Business Plan (RBB) are fully understood and consistently implemented. | BNI Annual Report 2025, Processes Undertaken by The Board of Director to Ensure Strategy Implementation, Page 66
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2 | Board Structure | | |
| Code of Ethics or Conduct |
| D.2.1 | Are the details of the code of ethics or conduct disclosed? | BNI has disclosed the details of the code of ethics. The Code of Ethics serves as a reference for the acceptance of conduct between employees, customers, and other stakeholders. The Code of Ethics is expected to ensure employees uphold the highest degree of ethical standards. BNI discloses the code of conduct's key principles, its application among relevant parties, the signing of the integrity pact, efforts of enforcement, and sanctions for not adhering to the Code of Ethics. The Code of Ethics document is also publicly available and can be easily downloaded from BNI’s website | - Company Website - Code of Ethics
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Kebijakan/Docs/kode-etik-bni.pdf. - BNI Annual Report 2025, Company Code Of Ethics, Page 1097-1100
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.2.2 | Are all directors/commissioners, senior management and employees required to comply with the code/s? | All Directors, Commissioners, and employees are required to comply with BNI's code of ethics. Both the BNI Annual Report 2025 and the Code of Ethics state that: "The BNI Code of Ethics applies to all personnel at every organizational level — both permanent and non-permanent employees — including the Board of Directors and the Board of Commissioners." BNI's Code of Ethics functions as a guiding framework for the Board of Commissioners, the Board of Directors, and all employees in carrying out the Bank’s vision and mission. | - Company Website - Code of Ethics, Page 2
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Kebijakan/Docs/kode-etik-bni.pdf. - BNI Annual Report 2025, Applicability of The Code of Ethics Across The Organization, Page 1097
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Implementation and Enforcement through Multiple Channels, Page 1098
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.2.3 | Does the company have a process to implement and monitor compliance with the code/s of ethics or conduct? | BNI has a process to implement and monitor compliance with the code/s of ethics. BNI's Code of Ethics is enforced by its WBS (Whistleblowing System), where employees can report deviations from the Code of Ethics and be guaranteed protection of their identity. In addition to the WBS, BNI also provides several internal communication channels to facilitate reporting and identification of potential Code of Ethics violations, including Website, E-mail, Phone, Mail, SMS and WhatsApp BNI makes the Code of Ethics available to all employees via various media, namely in pocketbook, e-learning form, as well as via digital internal media. BNI also holds sharing sessions with each Division/Unit. All of BNI's employees also sign an integrity pact at the beginning of each year, which reflects each employee's commitment to uphold the BNI Code of Ethics. | - Company Website - Code of Ethics, Page 4-5
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Kebijakan/Docs/kode-etik-bni.pdf. - BNI Annual Report 2025, Signing of the Integrity Pact, Page 1098
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Dissemination and Socialization of the Code of Ethics, Page 1098
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Implementation and Enforcement through Multiple Channels 1098-1099
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Board Structure & Composition |
| D.2.4 | Do independent directors/commissioners make up at least 50% of the board of directors/commissioners? | Independent Commissioners make up at least 50% of the Board of Commissioners. Throughout 2025, BNI's Board of Commissioners underwent several changes in composition following resolutions of the AGMS (March 26, 2025) and EGMS (December 15, 2025). Despite these changes, Independent Commissioners consistently constituted at least 50% of the Board of Commissioners in all periods throughout 2025. As of December 31, 2025, BNI had 3 (three) Independent Commissioners, representing 50% of a total 6 (six) members of the Board of Commissioners. | - BNI Annual Report 2025, Criteria and Number of Independent Commissioners, Page 739
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Structure, Number, and Composition (including the Legal Basis for Appointment) of the Board of Commissioners in 2025, Page 702-703
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.2.5 | Does the company have a term limit of nine years or less or 2 terms of five years each for its independent directors/ commissioners. The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011. | BNI has a term limit of 2 terms of five years each for its Independent Commissioners. As mentioned in BNI Annual Report 2025, members of the Board of Commissioners can hold office for a maximum of 2 (two) consecutive terms of five years each, with the following criteria : - Members of the Board of Commissioners are appointed for a term commencing from the date determined by the General Meeting of Shareholders (GMS) that appoints them and ending at the close of 5th (fifth) Annual GMS following their appointment date, provided that it does not exceed a period of 5 (five) years, in accordance with prevailing capital market and banking regulations. However, this does not preclude the right of the GMS to dismiss members of the Board of Commissioners at any time before the end of their term; and
- Upon the expiration of their term, members of the Board of Commissioners may be reappointed by the GMS for 1 (one) additional term of office.
| BNI Annual Report 2025, Term of Office of the Board of Commissioners, Page 701
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.6 | Has the company set a limit of five board seats that an individual independent/non-executive director/commissioner may hold simultaneously? | BNI has established a policy prohibiting concurrent positions that an individual Independent Commissioner may hold simultaneously. BNI's policy on concurrent positions for the Board of Commissioners, including Independent Commissioners, prohibit members of the Board of Commissioners, including Independent Commissioners, from concurrently holding these positions : - Members of the Board of Directors, members of the Board of Commissioners/Supervisory Board, or Executive Officers in financial institutions or financial companies, both banking and non banking;
- Members of the Board of Directors, members of the Board of Commissioners, or Executive Officers in more than one (1) non-financial institution or company, whether publicly listed or non-listed, domiciled domestically or abroad;
- Holding functional roles in banking financial institutions and/or non-banking financial institutions domiciled domestically or abroad;
- Administrators of political parties and/or candidates/members of the House of Representatives (DPR), Regional Representative Council (DPD), Provincial Regional House of Representatives (DPRD), and Regency/Municipal Regional House of Representatives;
- Candidates for regional heads/deputy regional heads and/or regional heads/deputy regional heads, including acting regional heads/deputy regional heads;
- Other positions that may create conflicts of interest in performing duties as members of the Board of Commissioners; and/or
- Other positions as stipulated by applicable laws and regulations.
| BNI Annual Report 2025, Policy on Concurrent Positions for the Board of Commissioners, Including Independent Commissioners, Page 710-711
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.7 | Does the company have any executive directors who serve on more than two boards of listed companies outside of the group? | BNI does not have any Directors who serve on more than two boards of listed companies outside of the group. As stated in Annual Report 2025, referring to the BNI Board of Directors' Work and State-Owned Enterprises (SOE) Ministerial Regulation No. PER-3/MBU/03/2023 concerning Organs and Human Resources of State-Owned Enterprises, members of the Board of Directors are prohibited from holding concurrent positions as members of the Board of Commissioners or Board of Directors in other companies (SOE/Regional Owned Enterprises/Private Owned Enterprises), holding other structural or functional positions in government institutions, political party positions, legislative or regional head/deputy regional head candidate, or other roles that may give rise to conflicts of interest. | - BNI Annual Report 2025, Board of Directors’ Profiles, Page 120-132
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Policy on Concurrent Positions of the Board of Directors, Page 766-768
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Nominating Committee |
| D.2.8 | Does the company have a Nominating Committee? | BNI has a Nomination and Remuneration Committee. The Nomination and Remuneration Committee supports the Board of Commissioners by providing recommendations on the nomination and remuneration of board members, committee members, and employees. The Committee also ensures compliance with applicable laws and regulations as well as good corporate governance. Lastly, the Committee reviews talent management systems and policies and evaluates organizational development proposals from the Board of Directors. | BNI Annual Report 2025, The Nomination and Remuneration Committee, Page 855
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.9 | Is the Nominating Committee comprised of a majority of independent directors/commissioners? | BNI's Nominating Committee is comprised 50% of Independent Commissioners. BNI's Nomination and Remuneration Committee consisted of 6 (six) members as stipulated in the Board of Commissioners Decree No. KEP/024/DK/2025 dated 19 September 2025, comprising 3 (three) Independent Commissioners — one of whom served as Chair, 2 (two) Commissioners, and 1 (one) executive officer overseeing human resources functions. Independent Commissioners hold the largest single bloc within the Committee. | BBNI Annual Report 2025, Number, Structure, and Composition of Membership of the Nomination and Remuneration Committee, Page 858-860
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.10 | Is the chairman of the Nominating Committee an independent director/commissioner? | The chairman of the Nominating Committee of BNI is an Independent Commissioner. | BNI Annual Report 2025, Number, Structure, and Composition of Membership of the Nomination and Remuneration Committee, Page 858-859
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.11 | Does the company disclose the terms of reference/ governance structure/charter of the Nominating Committee? | BNI discloses the terms of reference/governance structure/charter of the Nominating Committee. According to BNI Annual Report 2025, the Remuneration and Nomination Committee Charter was established through the Board of Commissioners’ Decree of PT Bank Negara Indonesia (Persero) Tbk. No. KEP/019/ DK/2024, dated June 6, 2024. The charter outlines the Remuneration and Nomination Committee's responsibilities. The roles and responsibilities of BNI's Nominating Committee related to nomination function are stated in Annual Report 2025, under the sub chapter Duties and Responsibilities of the Nomination and Remuneration Committee. | - BNI Annual Report 2025, The Nomination and Remuneration Committee Charter, Page 855-856
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Duties and Responsibilities of the Nomination and Remuneration Committee, Page 856-857
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.2.12 | Is the meeting attendance of the Nominating Committee disclosed and if so, did the Nominating Committee meet at least twice during the year? | BNI has disclosed the meeting attendance of the Nominating Committee and the Nominating Committee has met more than twice during the year. In 2025, Nomination and Remuneration Committee held 12 (twelve) meetings, of which 8 (eight) meetings were related to Nomination. The meeting agendas and attendance of each member of the Nomination and Remuneration Committee have been disclosed in BNI Annual Report 2025. | - BNI Annual Report 2025, Meeting Frequency and Attendance Rate of the Nomination and Remuneration Committee Members, Page 864
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Meeting Agenda, Page 865
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Remuneration Committee/Compensation Committee |
| D.2.13 | Does the company have a Remuneration Committee? | BNI has a Nomination and Remuneration Committee. The Nomination and Remuneration Committee supports the Board of Commissioners by providing recommendations on the nomination and remuneration of board members, committee members, and employees. The Committee also ensures compliance with applicable laws and regulations as well as good corporate governance. Lastly, the Committee reviews talent management systems and policies and evaluates organizational development proposals from the Board of Directors. | BNI Annual Report 2025, The Nomination and Remuneration Committee, Page 855
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.14 | Is the Remuneration Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | BNI's Remuneration Committee is comprised 50% of Independent Commissioners. BNI's Nomination and Remuneration Committee consisted of 6 (six) members as stipulated in the Board of Commissioners Decree No. KEP/024/DK/2025 dated 19 September 2025, comprising 3 (three) Independent Commissioners — one of whom served as Chair — 2 (two) Commissioners, and 1 (one) executive officer overseeing human resources functions. Independent Commissioners hold the largest single bloc within the Committee. | BNI Annual Report 2025, Number, Structure, and Composition of Membership of the Nomination and Remuneration Committee, Page 858-859
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.15 | Is the chairman of the Remuneration Committee an independent director/commissioner? | The chairman of the Remuneration Committee of BNI is an Independent Commissioner. | BBNI Annual Report 2025, Number, Structure, and Composition of Membership of the Nomination and Remuneration Committee, Page 858-859
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.16 | Does the company disclose the terms of reference/ governance structure/charter of the Remuneration Committee? | BNI discloses the terms of reference/governance structure/charter of the Remuneration Committee. According to BNI Annual Report 2025, the Remuneration and Nomination Committee Charter was established through the Board of Commissioners’ Decree of PT Bank Negara Indonesia (Persero) Tbk. No. KEP/019/ DK/2024, dated June 6, 2024. The charter outlines the Remuneration and Nomination Committee's responsibilities. The roles and responsibilities of BNI's Nominating Committee related to remuneration function are stated in Annual Report 2025, under the sub chapter Duties and Responsibilities of the Nomination and Remuneration Committee. | - BNI Annual Report 2025, The Nomination and Remuneration Committee Charter, Page 855-856
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Duties and Responsibilities of the Nomination and Remuneration Committee, Page 856
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.2.17 | Is the meeting attendance of the Remuneration Committee disclosed and, if so, did the Remuneration Committee meet at least twice during the year? | BNI has disclosed the meeting attendance of the Remuneration Committee and the Remuneration Committee has met more than twice during the year. In 2025, Nomination and Remuneration Committee held 12 (twelve) meetings, of which 4 (four) meetings were related to Remuneration. The meeting agendas and attendance of each member of the Nomination and Remuneration Committee have been disclosed in BNI Annual Report 2025. | - BNI Annual Report 2025, Meeting Frequency and Attendance Rate of the Nomination and Remuneration Committee Members, Page 864
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Meeting Agenda, Page 865
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Audit Committee |
| D.2.18 | Does the company have an Audit Committee? | BNI has an Audit Committee. BThe Audit Committee supports the Board of Commissioners by providing independent views on the integrity of financial reports, the effectiveness of internal controls, compliance with applicable regulations, and the results of internal and external audits. Through this role, the Audit Committee helps strengthen the effectiveness of the Board of Commissioners’ oversight function and ensures that governance is implemented in a transparent, accountable, and prudent manner in accordance with applicable standards. | BNI Annual Report 2025, Audit Committee, Page 833
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.19 | Is the Audit Committee comprised entirely of non-executive directors/commissioners with a majority of independent directors/commissioners? | BNI's Audit Committee is comprised entirely of independent commissioners and external independent parties. As disclosed in BNI Annual Report 2025, all 5 (five) members are independent. During the January 1, 2025 – December 31, 2025 period, the Committee consists of 3 (three) Independent Commissioners and 2 (two) members from Independent Parties. | BNI Annual Report 2025, - Period January 1, 2025 – March 26, 2025
- Periode 26 Maret 2025 – 18 Desember 2025
- Period December 18, 2025 – December 31, 2025
Page 837-838
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.20 | Is the chairman of the Audit Committee an independent director/commissioner? | The chairman of the Audit Committee of BNI is an independent Commissioner. | BNI Annual Report 2025, - Period January 1, 2025 – March 26, 2025
- Periode 26 Maret 2025 – 18 Desember 2025
- Period December 18, 2025 – December 31, 2025
Page 837-838
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.2.21 | Does the company disclose the terms of reference/governance structure/charter of the Audit Committee? | BNI discloses the terms of reference/governance structure of the Audit Committee. According to BNI Annual Report 2025, the Audit Committee Charter was established through the Board of Commissioners’ Decree No. KEP/025/DK/2025 dated September 19, 2025. The charter outlines the Audit Committee's responsibilities. The roles and responsibilities of BNI's Audit Committee are stated in Annual Report 2025, under the sub chapter Duties and Responsibilities of the Audit Committee. | - BNI Annual Report 2025, Audit Committee Charter, Page 833-834
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Duties and Responsibilities of the Audit Committee, Page 834-835
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.2.22 | Does at least one of the independent directors/commissioners of the committee have accounting expertise (accounting qualification or experience)? | The Independent Commissioner has accounting expertise (accounting qualification). As disclosed in BNI’s 2025 Annual Report, Omar Sjawaldy Anwar, an Independent Commissioner and member of the Audit Committee, holds a bachelor’s degree in accounting. In addition, Jhon Fernando Tamba, an independent member of the Audit Committee, also holds a bachelor’s degree in accounting. | - BNI Annual Report 2025, Board of Commissioners’ Profiles, Page 110
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Audit Committee Profile, Page 839-840
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Educational Qualifications and Work Experience, and Fields of Expertise of the Audit Committee, Page 841-842
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.2.23 | Is the meeting attendance of the Audit Committee disclosed and, if so, did the Audit Committee meet at least four times during the year? | BNI has disclosed the meeting attendance of the Audit Committee; and the Audit Committee have met more than four times during the year. In 2025, Audit Committee held 12 (twelve) meetings and 8 (eight) internal consolidations. The meeting agendas and attendance of each member of the Audit Committee have been disclosed in BNI Annual Report 2025. | - BNI Annual Report 2025, Meeting Frequency and Attendance Rate of the Audit Committee Members, Page 843-844
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Audit Committee Meetings, Page 844-846
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.2.24 | Does the Audit Committee have primary responsibility for recommendation on the appointment, and removal of the external auditor? | The Audit Committee has primary responsibility for recommendation on the appointment and removal of the external auditor. BNI Annual Report 2025 stated that one of the duties and responsibilities of the Audit Committee is to "Providing recommendations to the Board of Commissioners based on evaluation results regarding the appointment, reappointment, dismissal, or replacement of the Public Accountant and/or Public Accounting Firm that will audit the financial statements, based on independence, scope of assignment, and audit fees." | BNI Annual Report 2025, Duties and Responsibilities of the Audit Committee, Page 834
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.3 | Board Processes | | |
| Board Meetings and Attendance |
| D.3.1 | Are the board of directors meeting scheduled before the start of financial year? | The Board of Directors meetings are scheduled before the start of financial year. Referring from BNI Annual Report 2025, The Board of Directors' Meetings have been scheduled to be held once every month in 2026 and includes each agenda meetings. BNI also has a meeting policy stating that the Board of Directors is required to hold regular meetings at least once per month. | - BNI Annual Report 2025, Joint Board of Directors Meetings Scheduled in 2025, Page 783
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Policies and Implementation of Board of Directors Meetings, Meeting Implementation, Page 771
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.3.2 | Does the board of directors/commissioners meet at least six times during the year? | The Board of Directors and Commissioners meet more than six times during the year. As stated in BNI Annual Report 2025, the Board of Commissioners has held 36 (thirty-six) Board of Commissioners Meetings in total, which includes 8 (eight) Joint Meetings with the Board of Directors, and 1 (one) General Meeting of Shareholders (GMS). Meanwhile, a total of 46 (forty-six) Board of Directors Meetings, 8 (eight) Board of Directors Meetings with the Board of Commissioners, and 1 (one) GMS have been held by the Board of Directors. | - BNI Annual Report 2025, Attendance of the Board of Commissioners in Board of Commissioners Meetings, Joint Meetings with the Board of Directors, and General Meeting of Shareholders (GMS), Page 715
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Level of Attendance of the Board of Directors Members at the Board of Directors Meetings, Joint Meetings of the Board of Directors and the Board of Commissioners, and GMS, Page 772-773
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.3.3 | Has each of the directors/commissioners attended at least 75% of all the board meetings held during the year? | BNI has disclosed the attendance of each Director and Commissioner at all board meetings held during the year, and each member attended more than 75% of the total meetings. As stated in BNI Annual Report 2025, throughout 2025, the Board of Commissioners held a total of 36 (thirty-six) Board of Commissioners Meetings, including 8 (eight) Joint Meetings with the Board of Directors, with each Commissioner having an attendance rate of more than 75%. dditionally, Board of Directors meetings held 46 (forty-six) times and 8 (eight) Board of Directors Meetings with the Board of Commissioners, with each Director having an attendance rate of more than 75%. | - BNI Annual Report 2025, Attendance of the Board of Commissioners in Board of Commissioners Meetings, Joint Meetings with the Board of Directors, and General Meeting of Shareholders (GMS), Page 715
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Level of Attendance of the Board of Directors Members at the Board of Directors Meetings, Joint Meetings of the Board of Directors and the Board of Commissioners, and GMS, Page 772-773
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.3.4 | Does the company require a minimum quorum of at least 2/3 for board decisions? | BNI has required a minimum quorum of at least 2/3 for Board decisions. BNI Annual Report 2025 stated that the Board of Directors meeting is valid and has the right to make binding decisions if attended and/or represented by more than 2-3 (two-thirds) of the total members of the Board of Directors. | BNI Annual Report 2025, Quorum and Decision Making, Page 772
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.3.5 | Did the non-executive directors/commissioners of the company meet separately at least once during the year without any executives present? | The Board of Commissioners of the company met separately several times during the year without any executives present. As stated in BNI Annual Report 2025, throughout 2025, the Board of Commissioners held a total of 36 (thirty-six) Board of Commissioners Meetings. | BNI Annual Report 2025, Attendance of the Board of Commissioners in Board of Commissioners Meetings, Joint Meetings with the Board of Directors, and General Meeting of Shareholders (GMS), 715
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| Access to information |
| D.3.6 | Are board papers for board of directors/commissioners meetings provided to the board at least five business days in advance of the board meeting? | Board papers for Board of Directors and Commissioners meetings are provided to the board at least five business days in advance of the board meeting. BNI Annual Report 2025 stated that the Board of Directors’ and Commissioners meeting materials are distributed to all meeting participants no later than 5 (five) working days before the meeting is held, and in case the meeting is held outside the schedule, meeting materials can be submitted before the meeting is held. | - BNI Annual Report 2025, Policies and Implementation of Board of Commissioners Meetings, Meeting Summons, Page 714
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Policies and Implementation of Board of Directors Meetings, Meeting Summon, Page 771
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.3.7 | Does the company secretary play a significant role in supporting the board in discharging its responsibilities? | The Company Secretary plays a significant role in supporting the board in discharging its responsibilities. According to BNI Annual Report 2025, the Corporate Secretary's role including : - To monitor developments in the Capital Market, particularly the applicable laws and regulations in the Capital Market sector.
- To advise the Board of Directors and the Board of Commissioners on compliance with applicable laws and regulations in the Capital Market.
- To assist the Board of Directors and the Board of Commissioners in implementing corporate governance, including :
- Transparency of information to the public, including the availability of information on the BNI website;
- Timely submission of reports to the Financial Services Authority (OJK);
- Organizing and documenting the General Meeting of Shareholders (GMS);
- Organizing and documenting meetings of the Board of Directors and/or the Board of Commissioners;
- Implementing the company’s orientation program for the Board of Directors and/or the Board of Commissioners.
- To act as a liaison between BNI and its shareholders, the Financial Services Authority, and other stakeholders.
- To provide information needed by shareholders and stakeholders related to the condition of BNI.
- To attend Board of Directors meetings, Board of Commissioners meetings, joint meetings of the Board of Directors and Board of Commissioners, and to prepare meeting minutes.
- To manage the Shareholders Register and Special Shareholders Register.
- To be responsible for organizing the GMS. To prepare necessary materials related to the reports/routine activities of the Board of Directors to be presented to external parties and to prepare materials for matters requiring the Board of Directors’ decisions concerning BNI’s management;
- To organize meetings within the Board of Directors, both routine and non-routine.
- To conduct activities related to shareholders and stakeholders through analyst meetings, public expos, conference calls, non-deal roadshows, and meetings with shareholders.
| BNI Annual Report 2025, Duties and Responsibilities of the Corporate Secretary, Page 952
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.3.8 | Is the company secretary trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments? | The Company Secretary is trained in legal, accountancy or company secretarial practices and has kept abreast on relevant developments. As mentioned in BNI Annual Report 2025, information relating to the education, professional certification and/or training, and work experience of Okki Rushartomo, BNI's Corporate Secretary, has been disclosed. The disclosure includes information that BNI's corporate secretary has participated in several trainings relating to the role of corporate secretary. Information on training and/or competency development during 2025 for the Corporate Secretary is also available on BNI Annual Report 2025. | - BNI Annual Report 2025, Corporate Secretary Profile, Page 953
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Training and/or Competency Development for the Corporate Secretary in 2025, Page 954-955
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Board Appointmenets and Re-Election |
| D.3.9 | Does the company disclose the criteria used in selecting new directors/commissioners? | BNI discloses the criteria used in selecting new Directors and Commissioners in BNI Annual Report 2025 and Charter of Directors and Board of Commissioners Charter. BNI requires members of the Board of Commissioners and the Board of Directors to, namely, have good integrity, competencies /expertise in the fields needed, reputation, commit to applicable regulations, and commit to BNI's sound operations. | - BNI Annual Report 2025, Criteria or Qualifications of the Board of Commissioners, Page 700-701
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Criteria or Qualifications of the Board of Directors Page 743-744
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - Company Website - Board of Commissioners Charter, Requirements for Members of the Board of Commissioners, Page 4-6
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/the-board-manual-for-the-board-of-commissioners-2025.pdf. - Company Website - Charter of Directors, Requirements for Members of the Board of Directors , Page 3-4
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Piagam-Direksi-EN-2026.pdf.
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| D.3.10 | Did the company describe the process followed in appointing new directors/commissioners? | BNI describes the process followed in appointing new Directors and Commissioners, including specific sourcing strategies, assessment mechanisms, and the role of independent third parties. The appointment process for both the Board of Directors and Board of Commissioners is governed by OJK Regulations No. 33/POJK.04/2014 and No. 15/POJK.04/2020, as well as State-Owned Enterprise (SOE) Ministerial Regulation No. PER-3/MBU/03/2023. For the Board of Directors in 2025, BNI engaged an independent professional consultant, PT Daya Dimensi Indonesia, to identify and assess candidate quality. Candidate sources include former SOE directors, SOE commissioners/supervisory boards, government officials, and other sources. While the Nomination and Remuneration Committee did not collaborate with independent professionals in 2025 for the Board of Commissioners selection, BNI may utilize independent third-party services in the future as permitted by SOE Ministerial Regulation No. PER-3/MBU/03/2023. Candidate sourcing remains based on four categories: former SOE directors, SOE commissioners, government officials, and other sources. Both processes require passing a Fit and Proper Test in accordance with sectoral regulations. Curriculum vitae of proposed candidates are made available and announced at the GMS before appointment decisions. The GMS, attended by Series A Dwiwarna Shareholders, makes the final appointment or dismissal decision, with effectiveness starting from the closing of the GMS. | - BNI Annual Report 2025, Procedures for Election, Appointment, Replacement, and Dismissal of Members of the Board of Commissioners, Page 812-813
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Procedures for Selection, Appointment, Replacement, and Dismissal of the Board of Directors, Page 814-815
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Procedures for Nomination of Members of the Board of Directors, Page 813
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Mechanism for Appointment, Termination, and Resignation of the Board of Commissioners, Page 703-704
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Mechanism of Appointment, Dismissal, and Resignation of the Board of Directors Page 747-748
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.3.11 | Are all directors/commissioners subject to re-election every 3 years; or 5 years for listed companies in countries whose legislation prescribes a term of 5 years each? The five years term must be required by legislation which pre-existed the introduction of the ASEAN Corporate Governance Scorecard in 2011. | All Directors and Commissioners are subject to re-election every 5 years. According to BNI Annual Report 2025, the term of office of the Board of Commissioners and the Board of Directors does not exceed 5 (five) years. Upon the expiration of their term, members of the Board of Commissioners and the Board of Directors may be re-elected by the GMS for 1 (one) additional term. This practice is in line with and permitted under the prevailing laws and regulations in Indonesia. | - BNI Annual Report 2025, Term of Office of the Board of Commissioners, Page 701
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Term of Office of the Board of Directors, Page 744
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Remuneration Matters |
| D.3.12 | Do the shareholders or the Board of Directors approve the remuneration of the executive directors and/or the senior executives? | The shareholders approve the remuneration of the executive directors and/or the senior executives. The Summary of Minutes of Annual General Meeting of Shareholders Fiscal Year 2025, third agenda states that : - The largest Series B and Series C Shareholders or their authorized representative have been granted authority to determine remuneration items for members of the Board of Commissioners.
- The Board of Commissioners have been granted authority, subject to prior written approval from the largest Series B and Series C Shareholders or their authorized representative, to determine remuneration items for members of the Board of Directors.
The aforementioned remuneration items are as follows : - The salaries/honoraria including facilities and allowances for the Financial Year 2026.
- Remuneration based on performance for the Financial Year 2025 in accordance with the prevailing regulations.
| Summary of Minutes of Annual General Meeting of Shareholders Fiscal Year 2025, Third Agenda, Page 8-9
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Risalah-RUPST-TB-2025-EN.pdf. |
| D.3.13 | Does the company have measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses? | BNI has measurable standards to align the performance-based remuneration of the executive directors and senior executives with long-term interests of the company, such as claw back provision and deferred bonuses. As mentioned in BNI Annual Report 2025, Implementation of deferred variable remuneration (Malus) or withdrawing variable remuneration that has been paid (Clawback) to officials classified as Material Risk Takers (MRT) in accordance with the provisions of Article 26 POJK No. 45/POJK.03/2015. Malus and/ or Clawback against MRT is applied in the case of : - Legally proven that an abuse of position and/or authority and/or committing a criminal act by the recipient of the suspended Tantiem, which resulted in losses for the Company, took place.
- Restatement of the Company's financial statement.
- The risk rating in the last quarter before the implementation of the suspended Tantiem was 4 (Moderate to High) or worse.
- The Annual GMS decided to reject the responsibility of the Board of Directors and/ or the Board of Commissioners for the Company's performance for the financial year.
- Other considerations deemed important by the GMS.
Material Risk Takers (MRT) can be determined using qualitative and quantitative methods. Information on Short-Term Incentives as well as final awards and holding periods of Long-Term Incentive in the form of BNI's shares or cash are disclosed in BNI Annual Report 2025. | - BNI Annual Report 2025, Remuneration Policy Scope, Page 816-817
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Remuneration Linked to Risk and Performance, Page 817
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Final Award and Holding Period, Page 1119
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Internal Audit |
| D.3.14 | Does the company have a separate internal audit function? | BNI has a separate internal audit function. BNI Annual Report 2025 states that BNI has established the the Internal Audit Division as one of its internal control functions reporting directly to the President Director. The Internal Audit Division systematically evaluates and strengthens risk management, internal control, and governance processes, thereby supporting the achievement of more resilient and sustainable banking operations. | BNI Annual Report 2025, Internal Audit Unit, Page 962
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.3.15 | Is the head of internal audit identified or, if outsourced, is the name of the external firm disclosed? | The head of internal audit is identified. Hedmon Yusfid is Head of BNI's Internal Audit Function. His profile is disclosed in BNI Annual Report 2025. | BNI Annual Report 2025, Head of Internal Audit Unit Profile, Page 967
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.3.16 | Does the appointment and removal of the internal auditor require the approval of the Audit Committee? | The appointment and removal of the internal auditor require the approval of the Audit Committee. BNI Annual Report 2025 stated : "The Head of Internal Audit is appointed and dismissed by the President Director, subject to approval from the Board of Commissioners, taking into account the recommendations of the Audit Committee. The appointment or dismissal must be reported to the Financial Services Authority (OJK) in person no later than ten (10) working days after the date of the appointment or dismissal." | BNI Annual Report 2025, Authority for Appointment and Dismissal of the Head of the Internal Audit Unit, Page 966
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| Risk Oversight |
| D.3.17 | Does the company establish a sound internal control procedures/risk management framework and periodically review the effectiveness of that framework? | Referring to BNI Annual Report 2025, BNI establishes a sound internal control procedures and risk management framework and periodically reviews the effectiveness of that framework. BNI implements an Internal Control System (SPI) across all work units and organizational levels. The system is designed to identify and manage risks that may affect the Bank’s performance and is based on SEOJK No. 35/SEOJK.03/2017 concerning Standard Guidelines for Internal Control Systems for Commercial Banks, as well as the Committee of Sponsoring Organizations of the Treadway Commission (COSO) Framework. BNI’s SPI is based on COSO’s five key components. The Internal Control System encompasses the following areas : - Control Environment.
- Risk Assessment.
- Control Activities.
- Information and Communication.
- Monitoring Activities.
The implementation of BNI’s SPI is overseen by the Board of Directors. Risk management responsibilities are carried out through committees under the Board of Directors, namely the Risk Management and Anti-Fraud Committee and the Integrated Risk Management Committee. The effectiveness of risk management is periodically evaluated, with the 2025 risk profile rated as "Low to Moderate" (Low to Moderate Inherent Risk with Satisfactory Risk Management Quality). Meanwhile, the effectiveness of the internal control system is reviewed annually. Throughout 2025, BNI’s Internal Control System effectively supported the achievement of operational, financial reporting, and compliance objectives. Only minor control weaknesses were identified, all of which were addressed through measurable corrective action plans. In addition, BNI has a dedicated risk management function and internal audit function, with its roles, responsibilities, and implementation disclosed in detail in the BNI Annual Report 2025. | - BNI Annual Report 2025, Internal Control System, Page 996-997
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Review of the Effectiveness of the Internal Control System, Page 1003
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Review of the Effectiveness of Risk Management Implementation, Page 1014
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Integrated Risk Management Committee (KMRT), Page 912-913
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Risk Management & Anti-Fraud Committee (KRA), Page 918-919
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Risk Management Unit, Page 1015-1022
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Internal Audit Unit, Page 962-963
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.3.18 | Does the Annual Report/Annual CG Report disclose that the board of directors/commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems? | The Annual Report discloses that the Board of Directors and Board of Commissioners has conducted a review of the company's material controls (including operational, financial and compliance controls) and risk management systems. The Board of Directors and Board of Commissioners of BNI reviewed and affirmed that the Internal Control System (SPI) and risk management system throughout 2025 have been adequate, effective, and consistent with regulatory requirements and industry best practices. The SPI provides sufficient assurance in maintaining the reliability of financial reports, ensuring regulatory compliance, and supporting effective and efficient operations, with the Internal Audit Unit continuously refined through technology utilization and a strengthened culture of control. Meanwhile, the risk management framework is implemented on an integrated basis with BNI's subsidiaries within the Financial Conglomerate, adhering to prudential principles, GCG, and the established risk appetite and tolerance, while key risks have been identified and adequately managed through a framework designed to strengthen the Bank's resilience both ex ante and ex post. Throughout 2025, the Board of Commissioners exercised its oversight function over the effectiveness of the internal control system and risk management across all organizational lines and the BNI business group, including through the approval of the General Risk Management Policy, the General Internal Control System Policy, and the Integrated Risk Management General Policy applicable to all Financial Services Institutions (LJK) within the BNI Financial Conglomerate. The Board of Commissioners also actively monitored the Board of Directors' implementation of risk management through a systematic process encompassing risk identification, measurement, monitoring, and control, underpinned by segregation of duties and a competent risk management team. Based on reviews and discussions with management, internal auditors, and independent auditors, the Board of Commissioners assessed that BNI maintained a strong and effective level of risk management adequacy in 2025, as reflected in BNI's Risk Profile rating of Rating 2 (Low to Moderate) and an overall Bank Soundness Level in the "Sound" category. The detailed disclosure of the Board of Directors' and Board of Commissioners' oversight of risk management is also disclosed in the Annual Report 2025. | - BNI Annual Report 2025, Statement of the Board of Directors and Board of Commissioners on the Adequacy of the Internal Control System, Page 1003
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Statement of the Board of Directors and/or Board of Commissioners on the Adequacy of Risk Management, Page 1015
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Internal Control System and Risk Management, Page 55
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Risk Management System, Pillar 1. Active Supervision by the Board of Directors and the Board of Commissioners, Page 1008-1009
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Financial and Operational Control and Compliance with Legislation, Page 1002-1003
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.3.19 | Does the company disclose the key risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic)? | BNI discloses the risks to which the company is materially exposed to (i.e. financial, operational including IT, environmental, social, economic). As disclosed in BNI’s 2025 Annual Report, the Bank manages 8 (eight) types of risk at the bank level, namely credit risk, market risk, liquidity risk, operational risk, legal risk, strategic risk, reputational risk, and compliance risk, in accordance with POJK No. 18/POJK.03/2016. BNI also manages 10 (ten) types of risk at the financial conglomerate level in accordance with POJK No. 17/POJK.03/2014 on Integrated Risk Management for Financial Conglomerates, which expands the scope of risk management to include intra-group transaction risk and insurance risk. The Bank’s approach to managing and mitigating those risks is further described in the Annual Report 2025. In addition to these financial and operational risks, BNI has identified key IT risks including cybersecurity risks and unpreparedness of disaster recovery infrastructure. BNI also discloses significant external risks that could affect business continuity, such as health crises, supply chain disruptions, and geopolitical tensions. | - BNI Annual Report 2025, Types of Risk Profiles and How They Are Managed, Page 1014
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Types of Risk and Their Management, Page 529-556
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Statement of the Board of Directors and/or Board of Commissioners on the Adequacy of Risk Management, Page 1015
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.3.20 | Does the Annual Report/Annual CG Report contain a statement from the board of directors/commissioners or Audit Committee commenting on the adequacy of the company's internal controls/risk management systems? | The Annual Report contains a statement from the Board of Directors, Board of Commissioners, and Audit Committee commenting on the adequacy of the company's internal controls and risk management systems. The Board of Directors and Board of Commissioners of BNI affirm that the implementation of the Internal Control System (SPI) throughout 2025 has been adequate and effective, and in line with the complexity of the Bank's business activities and risk levels. The Annual Report further states that the Board of Directors and Board of Commissioners affirm that BNI's risk management framework is adequately implemented, aligned with regulatory requirements and industry best practices, and supported by integrated policies, procedures, methodologies, and systems across the Financial Conglomerate. Furthermore, the Audit Committee assesses that the internal control and risk management systems are effective, adequate, and capable of managing risks and business opportunities without compromising financial performance, compliance, or reputation. | - BNI Annual Report 2025, Statement of the Board of Directors and Board of Commissioners on the Adequacy of the Internal Control System, Page 1003
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Statement of the Board of Directors and/or Board of Commissioners on the Adequacy of Risk Management, Page 1015
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Audit Committee Statement on the Adequacy of Internal Control and Risk Management Systems, Page 854
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.4 | People on the Board | | |
| Board Chairman |
| D.4.1 | Do different persons assume the roles of chairman and CEO? | The roles of President Commissioner (Chairman) of the Board of Commissioners and President Director (CEO) are held by different persons. he position of President Commissioner is held by Omar Sjawaldy Anwar, while the position of President Director is held by Putrama Wahju Setyawan. | - BNI Annual Report 2025, Board of Commissioners’ Profiles, Page 110
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Board of Directors' Profiles, Page 120
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.4.2 | Is the chairman an independent director/commissioner? | The President Commissioner as Chairman of the Board of Commissioners, Omar Sjawaldy Anwar, is an Independent Commissioner. | BNI Annual Report 2025, Board of Commissioners’ Profiles, Page 110
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.4.3 | Is any of the directors a former CEO of the company in the past 2 years? | BNI does not have any director who was a former CEO of the company in the past 2 (two) years. | BNI Annual Report 2025, Board of Directors' Profiles, Page 120-132
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.4.4 | Are the roles and responsibilities of the chairman disclosed? | The roles and responsibilities of the chairman are disclosed. The roles and responsibilities of the President Commissioner could be accessed on BNI Annual Report 2025. | BNI Annual Report 2025, Duties and Responsibilities of the President Commissioner, Page 706
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| Lead Independent Director |
| D.4.5 | If the Chairman is not independent, has the Board appointed a Lead/Senior Independent Director and has his/her role been defined? | The Chairman is an Independent Commissioner. Therefore, the Board of Commissioners do not appoint a Lead/Senior Independent Commissioner. Commissioner is considered independent if the commissioner does not have financial, management, share ownership, and/or familial relationships with fellow members of the Board of Commissioners, the Board of Directors, and/or Controlling Shareholders or other relationships that could influence their ability to act independently. | BNI Annual Report 2025, Board of Commissioners’ Profiles, Page 110
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| Skills and Competencies |
| D.4.6 | Does at least one non-executive director/commissioner have prior working experience in the major sector that the company is operating in? | 3 (three) out of 6 (six) of the Board of Commissioners have previous working experience in the banking sector. | BNI Annual Report 2025, Board of Commissioners’ Profiles, Page 110-115
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.5 | Board Performance | | |
| | Director Development | | |
| D.5.1 | Does the company have orientation programmes for new directors/commissioners? | BNI has orientation programmes for new Directors and Commissioners. BNI's orientation and introduction programmes for new members of the Board of Commissioners and Board of Directors serve to provide a comprehensive understanding and overview of BNI's overall conditions, values, vision and mission, business activities, and subsidiaries, as well as to socialize BNI's policies, procedures, and implementation of good corporate governance. The details of the orientation programmes are also disclosed in the 2025 Annual Report | - BNI Annual Report 2025, Orientation and Introduction Program for New Board of Commissioners Members, Page 725-726
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Orientation and Induction Program for New Member of the Board of Directors, Page 799-800
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| D.5.2 | Does the company have a policy and actual practice and programs that encourages directors/commissioners to attend on-going or continuous professional education programmes? | BNI has a policy and actual practice and programs that encourage directors/ commissioners to attend ongoing or continuous professional education programmes. Based on BNI Annual Report 2025, BNI holds competency development programs for all members of the Board of Commissioners to support their activities in monitoring the management and operations of the Bank carried out by the Board of Directors. This is done in accordance with OJK Regulation No. 24 of 2022 concerning the Development of the Quality of Human Resources in Commercial Banks and the Charter of the Board of Directors. The programs comprise individual training, certifications, workshops, and sharing sessions. Each year, BNI also formulates a Competency Development Program plan for the Board of Commissioners. BNI also prepares a plan for the Board of Directors' Competency Development Program by focusing on topics that are relevant to the latest macroeconomic developments, dynamics of the banking industry, market trends, and good Corporate Governance principles. BNI proactively plans and implements various competency development activities for the Board of Directors, through education, training, seminars, and workshops relevant to the field of duties of each member of the Board of Directors. Lastly, the programs are designed not only to enhance technical knowledge but also to broaden strategic perspectives, enabling the Board of Directors to respond appropriately to the challenges and opportunities in the banking industry. Attendance of each Commissioner and Director as well as the name and year of training are disclosed in BNI Annual Report 2025. | - BNI Annual Report 2025, Training and/or Competency Enhancement for Board of Commissioners Members in 2025, Page 723-725
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Training and/or Competency Improvement for the Board of Directors in 2025, Page 784-799
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - Company Website - Charter of the Board of Directors, Improving the Competence of Members of the Board of Directors, Page 23
https://www.bni.co.id/Portals/1/BNI/Perusahaan/Docs/Piagam-Direksi-EN-2026.pdf.
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| CEO/Executive Management Appointments and Peformance |
| D.5.3 | Does the company disclose the process on how the board of directors/commissioners plans for the succession of the CEO/Managing Director/President and key management? | BNI discloses the process on how the board of directors/commissioners plans for the succession of the CEO/President Director and key management. As disclosed in BNI Annual Report 2025, BNI has established and implements a succession policy for the Board of Directors and/or Senior Management in accordance to the Minister of State-Owned Enterprises Regulation No. PER-2/MBU/03/2023 dated March 3, 2023, concerning Guidelines for Governance and Significant Corporate Activities of State-Owned Enterprises, and Regulation No. PER-3/MBU/03/2023 dated March 20, 2023, concerning Organs and Human Resources of State-Owned Enterprises. BNI’s succession policy designed to identify and develop high potential employees included in the Talent Pool to prepare them for future strategic positions. They are facilitated through various competency development programs covering management, business strategy, strategic planning, analysis of business risks and opportunities, as well as evaluations of operational and financial performance. During the Board of Directors nomination process, the Board of Commissioners reviews internal candidates who are assessed to have outstanding talent based on the recommendations of the Nomination and Remuneration Committee, while ensuring that the process is transparent, objective, and in accordance with regulations. In 2025, BNI collaborated with a professional independent consultant, namely PT Daya Dimensi Indonesia, in identifying the quality of the Board of Directors candidates who are in line with the Company's strategic direction. | BNI Annual Report 2025, Board of Directors' Succession Policy, Page 815
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. |
| D.5.4 | Does the board of directors/commissioners conduct an annual performance assessment of the CEO/Managing Director/President? | The Board of Directors/Commissioners conducts an annual performance assessment of the CEO/President Director. Individual performance assessment of the Board of Directors, including the President Director, is conducted at least twice a year. The assessment is done through a self-assessment mechanism, which is reviewed by a Public Accounting Firm (KAP). The results of the assessment are confidential and anonymous. For Board of Directors' individual performance, a Balanced Scorecard approach is applied. BNI has conducted the President Director' Performance Assessment in 2025, of which the results are disclosed in BNI Annual Report 2025. | - BNI Annual Report 2025, Performance Assessment of the Board of Directors and the Board of Commissioners, Page 806
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Results of The Board of Directors' Performance Assessment (Including The President Director) In 2025, Page 807
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Board Appraisal |
| D.5.5 | Did the company conduct an annual performance assessment of the board of directors/commissioners and disclose the criteria and process followed for the assessment? | BNI conducts an annual performance assessment of the Board of Directors and Board of Commissioners and discloses the criteria and process followed for the assessment. Board of Directors Annual Performance Assessment Performance assessments of the Board of Directors, both collegial and individual, are conducted at least twice a year. In 2025, BNI has conducted an independent assessment of the Board of Directors' performance by measuring both the collegial KPI of the Board of Directors and the individual KPI of each Director. Board of Directors Collegial Performance Assessment KPI Criteria : - Economic and social value for Indonesia, covering financial and social aspects.
- Business Model Innovation.
- Technology Governance Framework Leadership.
- Investment Enhancement.
- Talent Development.
The criteria above are divided into financial and non-financial performance targets in adherence with BNI's strategic initiatives. The performance assessment of the Board of Directors, both collegially and individually, is conducted through a self-assessment method which is then reviewed by a Public Accounting Firm (KAP). This assessment is confidential and anonymous, and serves as evaluation material for the continuous improvement of the Board of Directors' performance. Further details and results of the 2025 assessment are disclosed in BNI Annual Report 2025. Board of Commissioners Annual Performance Assessment In 2025, BNI has conducted Board of Commissioners' performance assessment by measuring based on several key aspects that reflect the quality and effectiveness of its supervisory function and strategic direction, which significantly impacts the Bank's business continuity. Board of Commissioners Performance Assessment KPI criteria : - Planning Aspect.
- Supervision and Advisory Aspect.
- Reporting Aspect.
- Dynamic Aspect.
The Board of Commissioners' performance is assessed periodically using a self-assessment method twice a year, proposed by the Nomination and Remuneration Committee and approved by the Board of Commissioners. The results of the assessment are then reported to Shareholders at the Annual General Meeting of Shareholders as part of an accountability mechanism and to improve the quality of corporate governance. Further details and results of the 2025 assessment are disclosed in BNI Annual Report 2025. | - BBNI Annual Report 2025, Performance Assessment of the Board of Directors (Including the President Director), Page 806-807
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Board of Commissioners Performance Assessment, Page 809-810
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Director Appraisal |
| D.5.6 | Did the company conduct an annual performance assessment of the individual directors/commissioners and disclose the criteria and process followed for the assessment? | BNI conducts an annual performance assessment of the individual Directors and discloses the criteria and process followed for the assessment. In 2025, BNI has conducted an independent assessment of the Board of Directors' performance by measuring both the collegial KPI of the Board of Directors and the individual KPI of each Director. Board of Directors Individual Performance Assessment KPI : - Financial.
- Customer.
- Internal Business Process.
- Learning & Growth.
The performance assessment of the individual Directors is conducted through a self-assessment method which is then reviewed by a Public Accounting Firm (KAP). The assessment of individual performance, including the President Director, BNI applies the Balanced Scorecard method which covers 4 (four) perspectives, namely Financial, Customer, Internal Business Process, and Learning and Growth. For the Board of Commissioners, performance assessments are conducted twice a year (on a semi-annual basis) through a self-assessment process carried out internally by BNI using the following assessment criteria : - Planning Aspect.
- Supervision and Advisory Aspect.
- Reporting Aspect.
- Dynamic Aspect.
Further details and results of the 2025 assessment are disclosed in BNI Annual Report 2025. | - BNI Annual Report 2025, Performance Assessment of the Board of Directors (Including the President Director), Page 806-807
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Board of Commissioners Performance Assessment, Page 809-810
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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| Committee Appraisal |
| D.5.7 | Did the company conduct an annual performance assessment of the board committees and disclose the criteria and process followed for the assessment? | BNI conducts an annual performance assessment of the Board Committees and discloses the criteria and process followed for the assessment. Annual Performance Assessment of Committees under the Board of Commissioners As disclosed in BNI Annual Report 2025, BNI's Board of Commissioners regularly assesses the committees under the Board of Commissioners at least once a year, which are : - Audit Committee.
- Risk Monitoring Committee.
- Nomination and Remuneration Committee.
- Integrated Governance Committee.
Throughout 2025, Board of Commissioners has assessed the performance of commitees under Board of Commissioners. BNI assesses the committees' performance based on a number of criteria, including at least : - The realization of the committee’s work plan/program achievements during the fiscal year;
- The attendance and participation rates of members in meetings;
- Member competencies; and
- The submission of reports on the implementation of duties.
The Board of Commissioners conducts a performance evaluation of the committees under its authority to ensure that the execution of functions, duties, and responsibilities is running optimally. The evaluation is conducted by taking into account key performance indicators. In addition, the performance assessment of all committees under the Board of Commissioners also involves an independent external party at least once every 3 (three) years. Annual Performance Assessment of Committees under the Board of Directors As disclosed in BNI Annual Report 2025, BNI's Board of Directors regularly assesses the committees under the Board of Directors at least once a year, which are : - Integrated Risk Management Committee (KMRT);
- Risk Management & Anti-Fraud Committee (KRA);
- Asset & Liability Committee (ALCO);
- Business Committee (KBI);
- Credit Policy Committee (KRB);
- Human Capital Committee (KHC);
- Subsidiary Company Committee (KPA);
- Performance Management Committee (PMC);
- Technology Management Committee (KMT); and
- Credit Committee.
Throughout 2025, Board of Directors has assessed the performance of commitees under Board of Directors. The criteria used in assessing the performance of committees under the Board of Directors, including at least : - The frequency of meetings is compared with the work plan/minimum obligations;
- Speed of preparation and delivery of minutes of Committee meetings;
- Percentage of follow-up and speed of follow-up time to Committee meeting decisions;
- The percentage of member attendance (quorum) and active participation of members in meetings;
- Banking performance ratios (key ratios) related to the Committee’s functions;
- Member competence; and
- Agenda and scheduling of strategic issues facing the company (sense of urgency).
The performance assessment is conducted in accordance with the following procedures : - The assessment is carried out by each permanent member of the Board of Directors and SEVP who are members of the Committee based on the assessment proposal from the Division as secretary of the Committee. The assessment used is the combined value and average value of all assessors.
- The assessment consists of quantitative and qualitative elements.
- The final score can be discussed and discussed in a Committee Meeting or Board of Directors Meeting.
- a form of evaluation and input as well as future direction.
- The final score will be documented by the Division as Committee secretary and copied to the Corporate Secretary.
| - BNI Annual Report 2025, Board of Commissioners’ Assessment of the Performance of Committees Under the Board of Commissioners, Page 735
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Assessment Procedures and Criteria Used, Page 736
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Party Conducting Performance Assessment of Committees of the Board of Commissioners, Page 736
https://www.bni.co.id/Portals/1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf. - BNI Annual Report 2025, Board of Directors' Assesment of The Performance of Commitees Under The Board of Directors, Page 803-804
https://www.bni.co.id//1/BNI/Perusahaan/HubunganInvestor/Docs/BNI-AR2025-Inggris.pdf.
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