Announcement of The Summary of Minutes for Annual General Meeting of Shareholders PT BANK QNB INDONESIA Tbk

Web Posted on : Sun, 21 Feb 2016

Announcement of

The Summary of Minutes for Annual General Meeting of Shareholders

PT BANK QNB INDONESIA Tbk

 

PT Bank QNB Indonesia Tbk (the “Company”) hereby announces that the Company has held the Annual General Meeting of Shareholders (the “Meeting”):

 

  1. At

Day/Date               : Tuesday, 16 February 2016

Time                      : 10.00 Indonesia Western Time until finish

Venue                    : QNB Tower, 3rd floor

         18 Parc, SCBD, Jl. Jend. Sudirman Kav. 52-53, Jakarta 12190

 

With the Agenda for the Meeting as follows:

  1. Approving of the Company’s Annual Report, including the Board of Directors’ Report, the   Board of Commissioners’ Supervisory Report and the Financial Statements for the fiscal year ended 31 December 2015.
  2. Determining the allocation for the Company’s net profit for the fiscal year ended 31 December 2015.
  3. Appointing Public Accountant for the fiscal year 2016.
  4. Approving the changes in the composition of the Company’s Board of Directors and/or Board of Commissioners.
  5. Determining of honoraria/ salaries and other allowances for each member of the Company’s Board of Directors and Board of Commissioners.
  6.  Accountability report on the use of the proceeds from the Rights Issue II.

 

  1. The members of the Board of Commissioners and the Board of Directors of the Company who present in the Meeting

 

Board of Commissioners

  1. Suroto Moehadji                      : Independent Commissioner
  2. Muhammad Anas Malla           : Independent Commissioner
  3. Djoko Sarwono                        : Independent Commissioner

 

Board of Directors

  1. Andrew Duff                           : President Director
  2. Azhar bin Abdul Wahab          : Director
  3. Rusli                                     : Director
  4. Lloyd Rolston                         : Director
  5. Windiartono Tabingin              : Director
  6. Novi Mayasari                        : Director 

 

  1. Quorum

 

The Meeting was attended by the shareholders and/or their proxies who represented 7.975.790.928 ( seven billion nine hundred seventy-five million seven hundred ninety thousand nine hundred twenty-eight ) shares or ±  91,08 % of the total shares issued by the Company.

 

  1. In the Meeting, the Company has given opportunities to the shareholders or their proxies to raise questions, opinions, proposals or suggestions related to the Meeting Agenda.

 

The shareholder who has raised questions and/ or opinions related to the First Agenda of the Meeting is 1 (one) shareholder, whereas on the other agendas of the meeting there are no shareholder has raise questions and / or opinions, proposals, suggestions.

 

  1. In the Meeting, resolutions were resolved based on an amicable deliberation to reach a mutual consensus. In the event that the resolutions based on the amicable deliberation failed to be reached, the resolutions were resolved by way of voting.

 

Resolution of the Meeting was resolved based on an amicable deliberation to reach a mutual consensus.

 

  1. The resolutions of the Meeting were:

 

The first item on the Agenda

  1. Accepted and approved the Company’s Annual Report for the fiscal year ended 31 December 2015, including Board of Directors’ Report and the Board of Commissioners’ Supervisory Report; and
  2. Accepted and approved the Company’s Annual Financial Statement for the fiscal year ended 31 December 2015, audited by the Public Accounting Firm “Purwantono, Sungkoro & Surja” member of Ernst & Young Global Limited pursuant to report No. RPC-216/PSS/ 2016 dated 11 January 2016 with “unqualified opinion”, and granted full release and discharge to all members of the Board of Directors and the Board of Commissioners of the Company for their management and supervision for the year 2015 to the extent that the management and supervision are reflected in the Company’s 2015 Annual Report.

 

The second item on the Agenda

Approved the allocation of Company’s net profit for the year ended 31 December 2015 of Rp 156,045,208,672, - (one hundred fifty six billion forty five million two hundred and eight thousand six hundred seventy two rupiah), as follows:

  1. Rp 1 billion shall set as a reserve to comply with article 70 paragraph 1 Law No. 40 Year 2007 regarding Limited Liabilities Company;
  2. The remaining net profit after deducted for the reserve is Rp155.045.208.672 (one hundred fifty-five billion forty-five million two hundred eight thousand six hundred seventy-two rupiah), all defined as retained earnings of the Company. Therefore no dividends distribution shall be made.

 

The third item on the Agenda

  1. Approved the appointment of Public Accounting Firm Purwantono, Sungkoro & Surja, member of Ernst & Young Global Limited as the Company’s Public Accounting Firm, to audit the Company’s Financial Statements for the fiscal year ended 31 December 2016.
  2. Authorized the Board of Directors to determine the honorarium for the Public Accountant Firm and other requirements.

 

The fourth item on the Agenda

  1. Received the resignation of Mr. Rusli from his position as a Director of the Company. The resignation shall become effective since the close of the Meeting.
  2. Received the resignation of Mr. Muthu Chidambaram from his position as Commissioner and Mr. Andrew McGregor Duff from his position as President Director. The resignations shall become effective on 28 February 2016;
  3. Approved the appointment of Mr. M. Agus S. Meliala as Director of the Company. The term of office commencing from the date when each candidate passed the FSA’s Fit & Proper Test to the Meeting held in 2018.

 

Due to the resignation of Mr. Rusli as a Director of the Company, thus the composition of the Board of Directors and the Board of Commissioners of the Company since the close of the Meeting are as follows:

Board of Directors

  • President Director                      : Mr. Andrew McGregor Duff
  • Director                                     : Mr. Azhar bin Abdul Wahab
  • Director                                     : Mr. Lloyd Rolston 
  • Independent Director                   : Mr. Windiartono Tabingin
  • Director                                     : Ms. Novi Mayasari

 

Board of Commissioners

  • President Commissioner              : Mr. Ali Ahmed Z A Al Kuwari
  • Independent Commissioner          : Mr. Suroto Moehadji
  • Independent Commissioner          : Mr. Muhammad Anas Malla
  • Independent Commissioner          : Mr. Djoko Sarwono
  • Commissioner                             : Mr. Grant Eric Lowen
  • Commissioner                             : Mr. Muthu Chidambaram

 

Furthermore, due to resignation of Mr. Muthu Chidambaram as Commissioner of the Company and Mr. Andrew McGregor Duff as President Director of the Company which shall effective from 28 February 2016 and the appointment of Mr. M. Agus S. Meliala as Director of the Company which be effective from the approval of fit & proper test from FSA, thus the composition of the Board of Directors and the Board of Commissioners of the Company from 28 February 2016 will be as follows:

Board of Directors

  • Director                                         : Mr. Azhar bin Abdul Wahab
  • Director                                         : Mr. Lloyd Rolston 
  • Independent Director                      : Mr. Windiartono Tabingin
  • Director                                         : Ms. Novi Mayasari

 

Board of Commissioners

  • President Commissioner              : Mr. Ali Ahmed Z A Al Kuwari
  • Independent Commissioner          : Mr. Suroto Moehadji
  • Independent Commissioner          : Mr. Muhammad Anas Malla
  • Independent Commissioner          : Mr. Djoko Sarwono
  • Commissioner                             : Mr. Grant Eric Lowen

 

Furthermore, the composition of the Board of Directors and the Board of Commissioners of the Company after the appointment of Mr. M. Agus S. Meliala as Director of the Company received approval from FSA on fit and proper test, will be as follows:

Board of Directors

  • Director                                         : Mr. Azhar bin Abdul Wahab
  • Director                                         : Mr. Lloyd Rolston 
  • Independent Director                       : Mr. Windiartono Tabingin
  • Director                                         : Ms. Novi Mayasari
  • Director                                         : Mr. M. Agus S. Meliala

 

Board of Commissioners

  • President Commissioner              : Mr. Ali Ahmed Z A Al Kuwari
  • Independent Commissioner          : Mr. Suroto Moehadji
  • Independent Commissioner          : Mr. Muhammad Anas Malla
  • Independent Commissioner          : Mr. Djoko Sarwono
  • Commissioner                             : Mr. Grant Eric Lowen

 

The tenure of all members of Board of Directors and Board of Commissioners are up to the close of Annual General Meeting of Shareholders of the Company to be hold in 2018, without prejudice to the rights of the General Meeting of Shareholders to dismiss at any time.

  1. Authorized the Board of Directors of the Company to state the change in members of the Board of Directors and the Board of Commissioners in a separate deed drawn up before a Notary (where necessary) and arrange delivery of a notification to that effect to the Ministry of Law and Human Rights of the Republic of Indonesia.

 

The fifth item on the Agenda

Approved granting power and authorities to Qatar National Bank, S.A.Q. as the Company’s major shareholder which owned 82.59% of the Company’s shares to determine the amount of salaries or honoraria and other allowances for fiscal year 2016 for each member of the Board of Commissioners and the Board of Directors of the Company.

 

The sixth item on the Agenda

Received Accountability report on the use of the proceeds from the Rights Issue II.

 

 

Jakarta, 18 February 2016

PT Bank QNB Indonesia Tbk

Board of Directors

 

 

PT Bank QNB Indonesia Tbk is registered and supervised by Financial Services Authority.

 

 

 

Interest & Exchange Rate
Deposito 1 3 6 12
USD* 1 1.25 1.25 1.25
SGD* 1 1 1 1
Rupiah 6.25 6.50 6.50 6.50

*Untuk penempatan minimum IDR 100 Juta

*Untuk penempatan minimum USD 10k

For more info, please contact our branch

Contact Center

+62 21 300 55 300

Operates 24 hours a day.

7 days a week.