I. Principles of Good Governance Implementation

PT Asuransi Jiwa Generali Indonesia (the "Company") is always committed to implementing Good Corporate Governance (GCG) in every aspect of its business activities by adhering to 5 (five) basic GCG principles consisting of (i) Transparency, (ii) Accountability; (iii) Responsibility; (iv) Independency; and (v) Equality and Fairness.

In line with the implementation of the basic principles of GCG, the Company also implements the provisions of the applicable laws and regulations regarding Good Corporate Governance, especially those mandated in the Financial Services Authority ("OJK") Regulation No. 73/POJK.05/2016 concerning Good Corporate Governance for Insurance Companies juncto OJK Regulation No.43/POJK.05/2019 concerning Amendments to OJK Regulation No.73/POJK.05/2016 concerning the Implementation of Good Governance for Insurance Company ("GCG Regulations") to ensure consistent GCG implementation in order to bring added value to the Company, shareholders, customers and other stakeholders to make the Company a trusted financial service provider in the implementation of its business activities.

The Company's objectives in implementing Good Corporate Governance are (i) to protect the rights and interests of shareholders and related stakeholders, and (ii) encourage shareholders, Board of Directors, Board of Commissioners, Sharia Supervisory Board, employees of the Company to make decisions and carry out their actions based on high moral and ethical values, as well as compliance with applicable laws and regulations.

II. Governance Structure

The Corporate Governance Structure includes the implementation of the duties and authorities of the Company's organs consisting of the General Meeting of Shareholders ("GMS"), the Board of Directors and the Board of Commissioners which refers to the general and functional principles stipulated in Law No. 40 of 2007 concerning Limited Liability Companies. In addition, the Company has a sharia business unit and according to regulations has a Sharia Supervisory Board ("DPS") that is appointed by the GMS based on the recommendation of the Indonesian Ulema Council. DPS has the task and function of supervising the implementation of the business activities of the Company's sharia business unit.

1. General Meeting of Shareholders ("GMS")

GMS is the highest organ of the company that holds all authority that is not delegated to the Board of Commissioners and Directors of the Company in accordance with the provisions of the Articles of Association and applicable laws and regulations. The Company holds GMS every year as a form of accountability report of the Company's Board of Directors to the Company's Shareholders. If necessary and by always referring to applicable legal provisions, the Company may hold an Extraordinary GMS related to the Company's strategic decisions.

2. Board of Directors of the Company

The Board of Directors is an organ of the Company that is authorized and fully responsible for the management of the Company for the benefit of the Company in accordance with the aims and objectives of the Company and represents the Company both in and out of court.

All members of the Company's Board of Directors are domiciled in Indonesia, have the required qualifications and experience, and have obtained approval from OJK, and the Company's Board of Directors holds regular Board of Directors meetings as mandated in the GCG Regulations.

To support the implementation of the duties of the Board of Directors in running the Company, especially related to internal control so that the Company's performance can run transparently, fairly, effectively and efficiently, the Company established the following committees:

  • Investment Committee: responsible for formulating investment policies and supervising the implementation of established investment policies;
  • Product Development Committee: responsible for reviewing and providing recommendations to the Board of Directors regarding the Company's product development plans, product marketing and distribution channels;
  • Risk Management Committee: responsible for establishing, maintaining, and monitoring compliance with a sound risk management framework that integrates risk management into all business activities; and
  • Information Technology Steering Committee: responsible for reviewing and providing recommendations to the Board of Directors regarding the plan and implementation of Information Technology development, as well as Information Technology policies and procedures.

3. Board of Commissioners

The current members of the Company's Board of Commissioners are 3 (three) people, one of whom serves as President Commissioner. The Company has fulfilled the provisions related to the number and qualifications of Commissioners and Independent Commissioners in accordance with the provisions of GCG Regulations. The Board of Commissioners holds regular meetings every year as required by applicable regulations in order to supervise the performance of the Board of Directors. To support the implementation of duties and supervision of the functions of the Board of Commissioners, the Company established the following committees, each of which is chaired by the Company's Independent Commissioner:

  • Audit Committee: responsible to the Board of Commissioners to assist the Board of Commissioners in monitoring and ensuring the effectiveness of the internal control system and the implementation of the duties of internal auditors and external auditors by monitoring and evaluating the planning and implementation of audits in order to assess the adequacy of internal control including financial reporting processes; and
  • Risk Oversight Committee: reports to the Board of Commissioners to assist the Board of Commissioners in monitoring the implementation of risk management prepared by the Board of Directors and assessing the risk tolerance that can be taken by the Company.

4. Sharia Supervisory Board ("DPS")

The Company has a DPS appointed by the GMS based on the recommendation of the National Sharia Board of the Indonesian Ulema Council. All members of the Company's DPS have received OJK approval. DPS carries out supervisory duties and provides advice and advice to the Board of Directors of the Company to ensure that sharia business units are operated in accordance with sharia principles.

III. Implementation of Internal Control System

The Board of Directors has the responsibility to define the objectives of the organization and determine the appropriate strategy to achieve those goals. In order to achieve all these objectives, the Board of Directors and Management develop a comprehensive process for handling risks arising through the preparation of appropriate organizational structures and processes; and the development of an effective and sustainable Internal Control System.

The Board of Directors is responsible for the effective and sustainable Internal Control System supported by the following working units:

  • Compliance Working Unit;
  • Risk Management Working Unit; and
  • Internal Audit Working Unit

In general, the Company implements the Internal Control System through the "three lines of defense" model. In practice, the "three lines of defense" model is a comprehensive and integrated control system, and as a risk governance model that separates firmly between 3 (three) parts involved in effective risk management, which include (i) functions that carry out day-to-day risk management and control, (ii) functions responsible for risk management supervision, and (iii) functions that carry out independent assessment.