The application of good corporate governance.
Basic Principles of Good Corporate Governance Implementation at the Company
Concurrently with the role of the Financial Services Authority (FSA) in ensuring the implementation of the Good Corporate Governance (GCG) within the financial services industry through the enactment of the law and regulations to be more comprehensively regulated the GCG, the Company strives to always be forefront in accommodating every changes by held on to the 5 (five) basic principles of GCG consists of : (i) Transparency; (ii) Accountability; (iii) Responsibility; (iv) Independence; and (v) Fairness.
The Company GCG Principles Implementation Self-Assessment Checklist Result of 2014
The GCG principles implementation based on self-assessment checklist result of 2014 was already submitted to the Director of Insurance Oversight and Health BPJS of Financial Services Authority through the Company’s letter No.17/MI/II/2015 dated on February 24, 2015. The Company has performed several improvements and developments on its structures, systems and documents, compared with the self-assessment checklist result of 2013, which are:
General Meeting of Shareholders (GMoS)
GMoS is the supreme organization of the Company that holds all authorities not delegated to the Board of Commissioners or Board of Directors of the Company in accordance to the Articles of Association and prevailing law and regulations.
During 2014, the Company had conducted 1 (one) Annual GMoS, on June 16, 2014 as set out in the Minutes of the Annual General Meeting of the Shareholders of PT Asuransi Jiwa Manulife Indonesia No. LC/i/AGMS/6/2014 and 1 (one) circular meeting resolutions.
Board of Commissioners
The Board of Commissioners has the collective responsibility to supervise and advise the Board of Directors by giving precedence of the following principles:
The Company is in the process to fulfill the provision related to number and qualification of Independent Commissioner as set forth in POJK GCG.
Membership and Composition
As of July 22, 2014, the composition of the Company’s Board of Commissioners is as follows:
|Philip Hampden Smith (PHS)||President Commissioner||Deed No. 46 dated August 19th, 2014 made before Notary Aryanti Artisari, SH., M.Kn.|
|Ke Wing Siu (KS)||Commissioner|
|Laksamana Sukardi (LS)||Commissioner|
|Retno Anggraini Dharmayani Muljosantoso (RM)||Commissioner|
|Jonathan Michiel Anthony Hekster (JT)||Commissioner|
|Dr. Suyoto (ST)||Independent Commissioner|
Board of Commissioners Meeting
During 2014, the Company’s Board of Commissioners convened 2 (two) meetings and produced 4 (four) circular meeting resolutions, with the following list of attendances:
|1||May 20, 2014||v||v||v||V||v|
|2||November 21, 2014||v||v||v||V||V||V|
Board of Commissioners Committees
To assist the effectiveness of the Board of Commissioners oversight functions, the Company has already established a supporting committee for the Board of Commissioners who will work collectively, as follows:
Audit & Risk Committee
Audit & Risk Committee is responsible towards the supervisory function and conduct review of the Company’s financial reporting process including supervising and evaluating the independency of independent auditor which shall include the risk management undertaken by the Company and regularly report it to the Board of Commissioners.
Governance Committee played a role in reviewing and monitoring the implementation of Good Corporate Governance established by the Board of Directors (BOD) comprehensively including its consistency.
Board of Directors
Board of Directors is a company’s organ that is authorized and fully responsible for the entire management activities of the Company to be in line with the vision, mission, business goals, strategies, policies and plans that has been prior determined.
Board of Director’s Membership and Composition
As recorded from July 22, 2014, the composition of the Board of Directors is as follows:
|Christopher Franz Bendl (CB)||President Director||Deed No. 46 dated August 19th, 2014 made before Notary Aryanti Artisari, SH., M.Kn.|
|Nelly Husnayati (NH)||Vice President Director|
|Premraj Thuraisingam (PT)*||Director|
|Sutikno Widodo Sjarif (SS)||Director|
*PT effectively resigned as of July 14, 2014.
Board of Directors Meeting
During 2014, the Company’s Board of Directors convened 8 (eight) meetings and produced 11 (eleven) circular resolutions, with the following details:
|1||January 13, 2014||v||v||-||V|
|2||February 24, 2014||v||v||-||V|
|3||March 3, 2014||v||-||-||V|
|4||April 7, 2014||v||v||-||V|
|5||June 3, 2014||v||v||-||V|
|6||August 25, 2014||v||v||V|
|7||September 8, 2014||v||v||V|
|8||December 15, 2014||v||v||V|
Supporting Committees under the Board of Directors
To assist the effectiveness of its responsibilities, the Company’s Board of Directors has established the following committees:
Investment Committee is responsible to review and oversee the investment policies, procedures and strategy for all investment management in accordance with the prevailing law and regulations.
Risk Management Oversight Committee
The Risk Management Oversight Committee is responsible for the implementation of the risk management function, which covers the oversight and discussion of the risk management issues, process and procedures.
Anti-Money Laundering Committee (AML)
AML Committee is responsible to ensure the Company’s fulfill its obligation relating to the implementation of Know Your Customer Principles (KYCP).
Product Steering Committee
The Product Steering Committee is responsible to develop and execute product campaigns aimed to generate sales leads and aimed to improve customer behavior experience.
Syariah Supervisory Board (SSB)
The Company owns sharia unit has already met with the requirement and qualification related to sharia expert.
Roles and Responsibilities
SSB is responsible for the following duties and roles:
Membership and Composition of SSB
The Company’s SSB consists of three members, of which such appointment has been approved by the National Sharia Board of Indonesian Moslem Board through the Decision Letter No. U-024/DSN-MUI/2009 dated January 22, 2009. The composition is as follows:
|Dr. H. Kamaen A. Perwataatmadja, MPA||Chairman||Deed No. 46 dated August 19th, 2014 made before Notary Aryanti Artisari, SH., M.Kn.|
|Dr. H. Mohamad Hidayat, MBA, MH||Member|
|Dr. H. Endy M. Astiwara, MA, FIIS||Member|
The functions of Corporate Secretary through Legal & Compliance Department and directly accountable to the President Director has effectively supported the implementation of GCG in the Company.
Implementation of Internal Control System
The management of the Company collectively has responsibility and accountability for setting the organization’s objectives, defining strategies to achieve those objectives, and establishing governance structures and processes to best manage the risks in accomplishing these objectives through the implementation of an effective and continuous Internal Control System. This effective and continuous Internal Control System by management and Internal Audit unit of the Company is through the implementation of a “three lines of defense” model.
In general, the “three lines of defense” model distinguishes amongst three groups involved in effective risk management; there are: i) Functions that own and manage risks, ii) Functions that oversee risks, iii) Functions that provide independent assurance. The Company’s “three lines of defense” model is as follows:
During the year 2014, the Company, the members of the Board of Commissioners, Board of Directors, SSB, and all employees of the Company were not involved in any lawsuits.