Machine Translated by Google FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA COPY REGULATION OF FINANCIAL SERVICES AUTHORITY NUMBER 2/POJK.05/2014 ABOUT GOOD CORPORATE GOVERNANCE FOR INSURANCE COMPANIES BY THE GRACE OF ALMIGHTY GOD BOARD OF COMMISSIONERS OF FINANCIAL SERVICES AUTHORITY Considering: a. that one of the efforts to strengthen the industry national insurance is to increase the quality of implementation of good corporate governance for insurance company; b. that in order to optimize the implementation of good corporate governance for the company insurance, it is necessary to respond to the dynamics that occur in the industry proportionally; c. that based on the considerations referred to in on letter a and letter b need to set Rules Financial Services Authority on Corporate Governance which is good for insurance companies; Remember : 1. Law Number 2 of 1992 concerning Business Insurance (State Gazette of the Republic of Indonesia Year 1992 Number 13, Supplement to the State Gazette of the Republic of Indonesia Indonesia Number 3467); 2. Law Number 21 of 2011 concerning Authority Financial Services (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette Republic of Indonesia Number 5253); 3. Government Regulation No. 73/1992 on Implementation of Insurance Business (State Gazette Republic of Indonesia 1992 Number 120, Supplement State Gazette of the Republic of Indonesia Number 3506) as... Machine Translated by Google -2- as amended several times most recently with Government Regulation Number 81 of 2008 (Gazette Republic of Indonesia Year 2008 Number 212, Supplement to the State Gazette of the Republic of Indonesia Number 4954); DECIDE: To stipulate: REGULATION OF THE FINANCIAL SERVICES AUTHORITY CONCERNING GOVERNANCE MANAGE A GOOD COMPANY FOR THE COMPANY INSURANCE. CHAPTER I GENERAL REQUIREMENTS article 1 In this Financial Services Authority Regulation, what is meant by: with: 1. Insurance Company is an insurance company loss, life insurance company, company reinsurance, insurance brokerage company, company reinsurance brokers, insurance agency companies, insurance loss appraisal company and company actuarial consultant. 2. Insurance Company is an insurance company loss or life insurance company. 3. Loss Insurance Company is a company loss insurance as referred to in legislation in the field of insurance. 4. Life Insurance Company is an insurance company life as referred to in the legislation in the field of insurance. 5. Reinsurance Company is a company that provide services in reinsurance of risks faced by insurance companies as referred to in the legislation invitation in the field of insurance. 6. Insurance Business Supporting Companies are insurance brokerage company, brokerage company reinsurance... Machine Translated by Google -3- reinsurance, insurance loss appraisal company, actuarial consulting firms and agency firms insurance. 7. Insurance Agent is an insurance agent as referred to in the law regarding business insurance. 8. Good Corporate Governance for the Company Insurance, hereinafter referred to as Governance Good Company, is a structure and process that used and applied by Company organs Insurance to improve target achievement operating results and optimizing the company's value for all stakeholders, especially shareholders policy, the insured, participants, and/or parties entitled to benefits, in an accountable and based on laws and regulations and ethical values. 9. The organ of the Insurance Company is a general meeting shareholders, directors, and the board of commissioners for Insurance Company in the form of a legal entity limited liability company or the equivalent of a general meeting shareholders, directors, and the board of commissioners for Insurance Company in the form of a legal entity cooperative or joint venture. 10. Stakeholders are parties who own interest in the Insurance Company, good directly or indirectly, including holders of police, insured, participants, entitled parties benefit, shareholders, employees, creditors, service providers, and/or the government. 11. General Meeting of Shareholders, hereinafter abbreviated as GMS, is a general meeting of shareholders as referred to in the law regarding limited liability company for Insurance Companies which in the form of a limited liability company or equivalent to the GMS for Insurance Companies that in the form of a cooperative legal entity or joint venture. 12. Directors ... Machine Translated by Google -4- 12. The Board of Directors is an Insurance Company Organ that perform the management function as intended in the law regarding limited liability companies for Insurance Company in the form of a legal entity limited liability company or equivalent to the Board of Directors for Insurance Company in the form of a cooperative legal entity or joint venture. 13. The Board of Commissioners is an Insurance Company Organ which performs the function of supervision and delivery advice as referred to in the law regarding the limited liability company for the Company Insurance in the form of a corporate legal entity limited or equivalent to the Board of Commissioners for Insurance Company in the form of a cooperative legal entity or joint venture. 14. Independent Commissioner is a member of the Board of Commissioners who are not affiliated with shareholders, members Directors, other members of the Board of Commissioners and/or members of the sharia supervisory board, namely not having financial relationship, management, share ownership and/or family relationship with shareholders, members of the Board of Directors, other members of the Board of Commissioners and/or a member of the sharia supervisory board or other relationships that may affect his ability to act independently. 15. The Sharia Supervisory Board is part of the Organ Insurance Company that organizes business activities based on sharia principles perform a supervisory function on the implementation of the insurance business and reinsurance business in order to comply with the sharia principles. 16. Affiliation is a relationship between a person or entity law with one or more persons, or legal entities other, in such a way that one of them may influence the management or policy of another person or other legal entity, or vice versa, by taking advantage of the existence of togetherness ownership... Machine Translated by Google -5- share ownership or joint management company, as referred to in the Law Law Number 2 of 1992 concerning Business Insurance. 17. Conflict of Interest is a situation where there is conflict between the Company's economic interests Insurance and personal economic interests shareholders, members of the Board of Directors, members of the Board Commissioners and/or members of the Sharia Supervisory Board and employees of Insurance Companies. 18. The Financial Services Authority, hereinafter referred to as OJK, is an independent institution and free from interference the hands of the other party, who have functions, duties, and the authority to regulate, supervise, examine, and investigate as referred to in the Law Number 21 of 2011 concerning the Financial Services Authority. 19. Chief Executive of the Insurance Industry Supervisor, Dana Pension, Financing and Other Financial Services, which hereinafter abbreviated as Chief Executive, is a member of The OJK Board of Commissioners in charge of leading implementation of supervision of activities of financial service institutions non-bank. Section 2 The principles of Good Corporate Governance include: a. openness (transparency), namely openness in decision-making process and openness in disclosure and provision of relevant information about the company, which is easily accessible by Stakeholders in accordance with the laws and regulations in the field of insurance and standards, principles and practices of business administration sound insurance; b. accountability , namely the clarity of functions and implementation of corporate organ responsibilities Insurance so that the company's performance can run in a transparent, fair, effective and efficient manner; c. accountability... Machine Translated by Google -6- c. responsibility (responsibility), namely conformity management of an Insurance Company with regulations legislation in the field of insurance and value ethical values and standards, principles and practices the implementation of a sound insurance business; d. independence , namely the condition of an Insurance Company that is managed independently and professional and free from Conflict of Interest and influence or pressure from any party that does not in accordance with the laws and regulations in the field of insurance and ethical values and standards, principles, and the practice of administering an insurance business that healthy; and e. equality and fairness , namely equality, balance, and justice in fulfilling rights Stakeholders that arise based on agreements, laws and regulations, and values ethics and standards, principles and practices sound insurance business. Article 3 The implementation of Good Corporate Governance aims to: a. optimizing the value of the Insurance Company for Stakeholders, especially policyholders, the insured, participants, and/or entitled parties obtain benefits; b. improve the management of Insurance Companies professionally, effectively, and efficiently; c. improve Insurance obedience Organ Company and the Sharia Supervisory Board and its subordinates so that in making decisions and carry out actions based on high ethics, compliance with laws and regulations, and awareness of corporate social responsibility Insurance for Stakeholders and environmental sustainability; d. create... Machine Translated by Google -7- d. create a healthier Insurance Company, reliable, trustworthy, and competitive; and e. increase the contribution of Insurance Companies in the national economy. BAB II IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE Article 4 (1) Insurance Companies are required to implement the principles of Governance Good Corporate Governance as referred to in Article 2, in each of its business activities in all organizational level or level. (2) Implementation of the principles of Good Corporate Governance as referred to in paragraph (1) must at least embodied in: a. implementation of the duties and responsibilities of the Board of Directors and Board of Commissioners; b. implementation of the duties of work units and committees carry out the Company's internal control function Insurance; c. implementation of compliance functions, internal auditors and external auditors; d. implementation of risk management, including systems internal control; e. implementation of remuneration policy; f. strategic plan of the Insurance Company; g. transparency of financial and non-financial conditions Insurance Company. CHAPTER III GMS Article 5 (1) An Insurance Company GMS must be held in accordance with the provisions of the legislation and the articles of association of an Insurance Company that are transparent and accountable. (2) In... Machine Translated by Google -8- (2) In making decisions, the GMS must endeavor to maintain a balance of interests of all parties, especially the interests of policy holders, insured, participants, and/or parties entitled to benefit and the interests of minority shareholders. CHAPTER IV BOARD OF DIRECTORS Article 6 (1) Insurance Company and Reinsurance Company are required have at least 3 (three) members of the Board of Directors. (2) At least half of the total members of the Board of Directors Insurance Companies and Reinsurance Companies must have knowledge and experience in the field of risk management in accordance with the line of business company. (3) Insurance Brokerage Company and Brokerage Company Reinsurance that has service income an intermediary of at least Rp10,000,000,000.00 (ten billion rupiah) must have at least 2 (two) members of the Board of Directors. (4) All members of the Board of Directors of an Insurance Company must have knowledge in accordance with the field of business companies that are relevant to their position. Article 7 (1) Insurance Company and Reinsurance Company are required has a member of the Board of Directors who is in charge of the compliance function. (2) Members of the Board of Directors in charge of the compliance function as referred to in paragraph (1) cannot concurrently by a member of the Board of Directors who is in charge of the insurance engineering, marketing function and finance function, except for the CEO. Article 8 Members of the Board of Directors of an Insurance Company must meet the following criteria: a. stated... Machine Translated by Google -9- a. declared to have passed the fit and proper test; b. domiciled in Indonesia; c. able to act in good faith, honestly and professional; d. able to act in the interests of the Company Insurance and policyholders, the insured, participants, and/or parties entitled to benefits; e. put the interests of the Insurance Company first and policyholder, insured, participant, and/or party entitled to benefit from personal interests; f. able to make decisions based on evaluation independent and objective for the benefit of the Company Insurance and policyholders, the insured, participants, and/or parties entitled to benefit; and g. able to avoid abuse of authority to obtain personal benefits that are not improperly or cause loss to the Company Insurance. Article 9 The Board of Directors of an Insurance Company is required to guarantee effective, precise, and fast decision making and can act independently interests that could interfere with his or her ability to carry out tasks independently and critically. Article 10 The Board of Directors of an Insurance Company must: a. comply with laws and regulations, budget basic principles, and other internal regulations of the Company Insurance in carrying out its duties; b. manage the Insurance Company in accordance with authority and responsibility; c. responsible for the performance of his duties to GMS; d. make sure so that Company Insurance pay attention to the interests of all parties, especially importance... Machine Translated by Google - 10 - interests of policy holders, insured, participants, and/or parties entitled to benefit; e. ensure that information about the Company Insurance is provided to the Board of Commissioners and Sharia Supervisory Board in a timely and complete manner; and f. help meet the needs of the Sharia Supervisory Board in using investment committee members, employees companies, and professional experts who structure The organization is under the Board of Directors. Article 11 (1) Directors of Insurance Companies and Reinsurance Companies required to form an investment committee. (2) Investment committee members as referred to in paragraph (1) is as follows: a. for a Life Insurance Company at least consists of: above: 1. a member of the Board of Directors in charge of the function investment management; and 2. company actuaries. b. for Loss Insurance Companies and Companies Reinsurance shall at least consist of: 1. a member of the Board of Directors in charge of the function investment management; and 2. company actuaries or company experts. (3) The investment committee as referred to in paragraph (1) tasked with assisting the Board of Directors in formulating policies investment and overseeing the implementation of established investment policies. Article 12 (1) Insurance Companies and Reinsurance Companies are required have a work unit or employee who carries out compliance function. (2) The work unit or employee as referred to in paragraph (1) is tasked with assisting the Board of Directors in ensuring obedience ... Machine Translated by Google - 11 - compliance with laws and regulations in insurance business sector and laws and regulations other invitations. (3) The work unit or employee as referred to in paragraph (1) is responsible to members of the Board of Directors who in charge of compliance function. Article 13 (1) Insurance companies are required to have a work unit or insurance product development committee. (2) The work unit or committee as referred to in paragraph (1) perform tasks: a. develop strategic plans for development and marketing insurance products as part of the plan strategic business activities of the company; b. evaluate the suitability of new insurance products will be marketed with a plan strategic insurance product development and marketing; and c. evaluate the performance of insurance products and propose change or discontinue its marketing. (3) The work unit or committee as referred to in paragraph (1) is responsible to members of the Board of Directors who in charge of the insurance product development function. Article 14 (1) Members of the Board of Directors of an Insurance Company are prohibited concurrently holding positions in other companies except as member of the Board of Commissioners in 1 (one) Company Other insurances having different business fields different. (2) It does not include concurrent positions as referred to in paragraph (1) if the member of the Board of Directors who is responsible for responsible for the supervision of children's participation company, carry out functional tasks to become member of the Board of Commissioners in subsidiaries that controlled by the Insurance Company, as long as the capture of the department does not result in the concerned ignores the implementation of duties and authority... Machine Translated by Google - 12 - authority as a member of the Company's Board of Directors Insurance. (3) The main director of an Insurance Company is prohibited concurrently serving as a member of the Board of Commissioners in subsidiaries controlled by the Company relevant insurance. Article 15 (1) Insurance Companies are prohibited from appointing members Directors who come from employees or active officials of the OJK. (2) Insurance companies are prohibited from appointing members Directors who come from former employees or officials OJK if the person concerned stops working from OJK less than 1 (one) year. Article 16 Insurance companies are prohibited from appointing members Directors who have been members of the Board of Directors, members of the Board of Directors Commissioner, or member of the Sharia Supervisory Board who found guilty or negligent in causing: a. an Insurance Company is subject to sanctions limitation of business activities within 3 (three) years prior to his appointment; b. a company in the field of financial services has its license revoked his business for committing a violation within 3 (three) years prior to his appointment; and/or c. a company in the field of financial services or in the non-financial services declared bankrupt based on the decision court which has permanent legal force in a period of 5 (five) years prior to his appointment. Article 17 Insurance companies are prohibited from appointing members Directors who have not passed the ability assessment and appropriateness by OJK. Chapter …. Machine Translated by Google - 13 - Article 18 (1) Directors Company Insurance Required holding regular Board of Directors meetings at least a little 1 (one) time in 1 (one) month. (2) The results of the Board of Directors meeting as referred to in paragraph (1) must be stated in the minutes of the meeting of the Board of Directors and properly documented. (3) Dissenting opinions that occur in the decision of the meeting of the Board of Directors must be clearly stated clearly in the minutes of the meeting of the Board of Directors with the reasons for the difference the dissenting opinions . (4) Members of the Board of Directors of Insurance Companies who are present or those who are not present at the meeting of the Board of Directors have the right to receive a copy of the minutes of the Board of Directors meeting. (5) The number of meetings of the Board of Directors that have been held and the number of attendance of each member of the Board of Directors Insurance Company must be included in the report implementation of Good Corporate Governance. Article 19 Member of the Board of Directors of an Insurance Company Required disclose about: a. share ownership which reaches 5% (five percent) or more at the Insurance Company where the member is The said Board of Directors serves and/or in another company located inside and outside the country; and b. financial relationship and family relationship with other members of the Board of Directors, members of the Board of Commissioners, members of Sharia Supervisory Board, and/or shareholders Insurance Company where members of the Board of Directors meant to serve; to the Insurance Company where the members of the Board of Directors intended to serve and be included in the report implementation of Good Corporate Governance. Chapter …. Machine Translated by Google - 14 - Article 20 Members of the Board of Directors of an Insurance Company are prohibited from: a. perform transactions that have Collisions Interest in Insurance Company activities the place where the said member of the Board of Directors serves; b. utilise position on Company Insurance where the said member of the Board of Directors serves for personal, family, and/or other party interests which can harm or reduce profits Insurance Company where members of the Board of Directors meant to serve; c. take and/or receive personal benefits from Insurance Company where members of the Board of Directors the intended office is in addition to the remuneration and facilities determined based on the resolution of the GMS; and d. fulfill the request of the relevant shareholders with the operational activities of the Insurance Company where the said member of the Board of Directors serves other than the has been determined in the GMS. Article 21 The Board of Directors is required to ensure that assets and business locations as well as Insurance Company facilities comply with regulations legislation in the field of environmental conservation, occupational Health and Safety. BAB V BOARD OF COMMISSIONERS Article 22 (1) Insurance Companies and Reinsurance Companies are required have at least 3 (three) members of the Board of Commissioners people. (2) At least half of the total members of the Board Commissioner of the Insurance Company as referred to in paragraph (1) is an Independent Commissioner. (3) Insurance Brokerage Company and Brokerage Company Reinsurance that has service income intermediary... Machine Translated by Google - 15 - intermediary at least IDR 10,000,000,000.00 (ten billion rupiah) must have a member of the Council Commissioners at least 2 (two) people. (4) Appointment of Independent Commissioner of Insurance Company carried out by the GMS and must be stated clearly in the notarial deed containing the decision of the GMS regarding the appointment. Article 23 (1) At least half of the total members of the Board Commissioner of an Insurance Company must be domiciled in Indonesia. (2) Members of the Board of Commissioners of an Insurance Company must meet the following criteria: a. declared to have passed the fit and proper test; b. have knowledge in accordance with the field of business companies that are relevant to their positions; c. able to act in good faith, honestly and professional; d. able to act in the interests of the Company Insurance and policyholders, the insured, participants, and/or parties entitled to benefit; e. put the interests of the Insurance Company first and policyholders, insureds, participants, and/or the party entitled to benefit from personal interests; f. able to make decisions based on evaluation independent and objective for the benefit of the company insurance and policyholders; and g. capable avoid abuse of authority for personal gain which is unnecessary or causes loss for Insurance Company. Chapter... Machine Translated by Google - 16 - Article 24 The Board of Commissioners of an Insurance Company is required ensure effective, appropriate, and effective decision making fast and can act independently, no have a vexing interest ability to carry out tasks independently and critical. Article 25 The Board of Commissioners of an Insurance Company must: a. perform supervision and advisory duties to the Board of Directors; b. Supervise the Board of Directors in maintaining balance the interests of all parties, especially the interests of policy holder, insured, participant, and/or party entitled to benefit; c. prepare reports on the activities of the Board of Commissioners is part of the report on the implementation of Governance Good Company; d. monitor the effectiveness of the implementation of Corporate Governance Good; and e. help meet the needs of the Sharia Supervisory Board in using committee members who its organizational structure is under the Board of Commissioners. Article 26 Members of the Board of Commissioners of an Insurance Company are entitled obtain information from the Board of Directors regarding the Company Complete and timely insurance. Article 27 (1) In order to support the effective implementation of its duties and responsibilities, the Company's Board of Commissioners Insurance and Reinsurance Companies are required to establish: a. audit committee; and b. risk monitoring committee. (2) One of the committee members as referred to in paragraph (1) is an Independent Commissioner who at the same time serves as chairman of the committee. (3) Committee... Machine Translated by Google - 17 - (3) The audit committee as referred to in paragraph (1) letter a tasked with assisting the Board of Commissioners in monitoring and ensure the effectiveness of the internal control system and implementation of the duties of internal auditors and auditors externally by conducting monitoring and evaluation on the planning and implementation of audits in order to assess the adequacy of internal control including processes finance report. (4) The risk monitoring committee as referred to in paragraph (1) letter b is tasked with assisting the Board of Commissioners in monitor the implementation of risk management prepared by the Board of Directors and assessing the risk tolerance that can be taken by the Insurance Company or Company Reinsurance. (5) In addition to the committee as referred to in paragraph (1), Board of Commissioners of Insurance Companies and Companies Reinsurance may form another committee to support the implementation of the duties of the Board of Commissioners. (6) Further provisions on formation, arrangement membership, and the term of office of the committee is regulated in the Letter of OJK Circular. Article 28 (1) Member of the Board of Commissioners of an Insurance Company can only hold a position as a member of the House Commissioner, member of the Board of Directors, or member of the Supervisory Board Sharia in 1 (one) other company. (2) Member of the Board of Commissioners of an Insurance Company prohibited from simultaneously serving as a member of the House Commissioner, member of the Board of Directors, or member of the Supervisory Board Sharia in Insurance Companies that have same field of business. (3) Does not include concurrent positions as intended in sentence (1) when: a. non-independent members of the Board of Commissioners run functional duties of the Company's shareholders Insurance... Machine Translated by Google - 18 - Insurance in the form of a legal entity in business group; and/or b. members of the Board of Commissioners hold positions on non-profit organizations or institutions; as long as the person concerned does not ignore implementation of duties and responsibilities as a member Board of Commissioners of Insurance Companies. Article 29 (1) Insurance Companies are prohibited from appointing members Board of Commissioners who come from employees or officials active OJK. (2) Insurance companies are prohibited from appointing members Board of Commissioners who come from former employees or OJK official if the person concerned stops working from OJK for less than 6 (six) months. Article 30 Insurance companies are prohibited from appointing members The Board of Commissioners who has been a member of the Board of Directors, member of the Board of Commissioners, or member of the Supervisory Board Sharia declared guilty or negligent causes: a. an Insurance Company is subject to sanctions limitation of business activities within 3 (three) years before his appointment; b. a company in the field of financial services has its license revoked his business for committing a violation within 3 (three) years prior to his appointment; and/or c. a company in the field of financial services or in the non-financial services are declared bankrupt based on a court decision that has permanent legal force within a period of 5 (five) years prior to their appointment. Article 31 Insurance companies are prohibited from appointing members Board of Commissioners who have not passed the assessment fit and proper by the OJK. Chapter... Machine Translated by Google - 19 - Article 32 (1) The Board of Commissioners of an Insurance Company is obliged hold a meeting of the Board of Commissioners at least 1 (one) time in 1 (one) month. (2) The Board of Commissioners meeting as referred to in paragraph (1) is carried out under the following conditions: a. at least 4 (four) meetings of which done by inviting the Board of Directors; and b. at least 1 (one) meeting of which is held by inviting external auditors. (3) Members of the Board of Commissioners of an Insurance Company are required to attend the Board of Commissioners meeting at least 80% (eighty percent) of the number of meetings of the Board of Commissioners in a period of 1 (one) year. (4) The Board of Commissioners meeting as referred to in paragraph (1) must be attended by every member of the Board of Commissioners physically at least 4 (four) times in 1 (one) year. (5) The results of the meeting of the Board of Commissioners as referred to in paragraph (1) must be stated in the minutes of the House meeting Commissioner and well documented. (6) Dissenting opinions that occur in the decision of the meeting of the Board of Commissioners must clearly stated in the minutes of the Board meeting Commissioner accompanied by the reasons for the difference of opinion. (7) Members of the Board of Commissioners of an Insurance Company who present or not present at the Board meeting The Commissioner has the right to receive a copy of the minutes of the Board's meeting Commissioner. (8) Number of meetings of the Board of Commissioners that have been held and the number of attendance of each member of the Board Commissioners must be included in the report on the implementation of Good Corporate Governance. Chapter... Machine Translated by Google - 20 - Article 33 Member of the Board of Commissioners of an Insurance Company is required disclose about: a. share ownership which reaches 5% (five percent) or more at the Insurance Company where the member is The said Board of Commissioners serves and/or in other companies domiciled inside and outside state; and b. financial relationship and family relationship with other members of the Board of Commissioners, members of the Board of Directors, members of Sharia Supervisory Board, and/or shareholders Insurance Company where Board member The said commissioner is in office; to the Insurance Company where the Board member The said commissioner serves and is listed in the report on the implementation of Good Corporate Governance. Article 34 Members of the Board of Commissioners of an Insurance Company are prohibited from: a. perform transactions that have Collisions Interest in Insurance Company activities the place where the said member of the Board of Commissioners serves; b. take advantage of his position in the Insurance Company where the said member of the Board of Commissioners serves for personal, family, and/or other party interests which can harm or reduce profits Insurance Company where Board member The said commissioner is in office; c. take and/or receive personal benefits from Insurance Company where Board member The said commissioner serves, in addition to remuneration and facilities determined based on the decision of the GMS; and d. interfere activity operational Company Insurance which is the responsibility of the Board of Directors. Chapter... Machine Translated by Google - 21 - Article 35 The Independent Commissioner has the main task of carrying out oversight function to voice interests policyholder, insured, participant, and/or party entitled to benefits. Article 36 Insurance companies are prohibited from dismissing Commissioners Independent due to the actions of the Independent Commissioner in carry out the tasks as referred to in Article 35. Article 37 Independent Commissioner of an Insurance Company as referred to in Article 22 paragraph (2) must meet the requirements as follows: a. does not have affiliation with members of the Board of Directors, members of the Board of Commissioners, members of the Board of Directors Sharia Supervisors, or Company shareholders Insurance, within the same Insurance Company; b. never been a member of the Board of Directors, member of the Board Commissioner, member of the Sharia Supervisory Board or occupied the position of 1 (one) level below the Board of Directors in The same Insurance Company or other companies that have an affiliated relationship with the Company The insurance is within 2 (two) years final; c. understand the laws and regulations in the field of insurance and other laws and regulations relevant; d. have a good knowledge of the conditions Financial Insurance Company where Commissioner The said independent is in office; e. have good knowledge of interests policyholder, insured, participant, and/or party who are entitled to benefit; and f. domiciled in Indonesia. Chapter... Machine Translated by Google - 22 - Article 38 (1) In the event that the Independent Commissioner assesses that there are policies or actions of members of the Board of Directors that are detrimental or potentially detrimental to the interests of the policy holder, the insured, the participant, and/or the entitled party To obtain benefits, the Independent Commissioner is required to propose holding a meeting of the Board of Commissioners. (2) The Board of Commissioners meeting as referred to in paragraph (1) held in order to discuss the results Independent Commissioner's assessment of policies or actions of members of the Board of Directors that are detrimental or potentially harmful detrimental to the interests of the policy holder, insured, participants and/or parties entitled to benefit. (3) In the event that other members of the Board of Commissioners are not willing to accept the proposal for holding a Board meeting Commissioner as referred to in paragraph (1), Commissioner Independents are required to report completely and comprehensively to the Chief Executive and copied to the Board of Directors no later than 7 (seven) working days after other members of the Board of Commissioners are not willing to accept proposal for holding a meeting. (4) In the event that the results of the meeting of the Board of Commissioners as referred to in paragraph (1) refuse or not agree with the results of the Independent Commissioner's assessment of policies or actions of members of the Board of Directors that are detrimental or potentially detrimental to the interests of the policy holder, the insured, the participant, and/or the entitled party benefit, the Independent Commissioner is required to report completely and comprehensively to the Chief Executive and forwarded to the Board of Directors at least long 7 (seven) working days since the results of the meeting Board of Commissioners. Article 39 (1) The Independent Commissioner is required to make an annual report regarding the implementation of their duties related to protection of the interests of policy holders, insured, participants, and/or parties entitled to benefit, good... Machine Translated by Google - 23 - both in terms of service and claim settlement, including reports on ongoing disputes in the settlement process on the mediation body, the body arbitration, or judicial body. (2) The annual report as referred to in paragraph (1) become part of the report of the Board of Commissioners and included in the report on the implementation of Governance Good Company. BAB VI SHARIAH SUPERVISORY BOARD Article 40 (1) Insurance Company or Reinsurance Company which organize all or part of its business based on sharia principles, it is mandatory to have a Sharia Supervisory Board. (2) Sharia Supervisory Board as referred to in paragraph (1) consists of 1 (one) sharia expert or more appointed by the GMS on the recommendation of the Ulema Council Indonesia. (3) Sharia Supervisory Board as referred to in paragraph (1) must meet the following criteria: a. declared to have passed the fit and proper test; b. able to act in good faith, honestly and professionally; c. able to act in the interests of the Company Insurance or Reinsurance Company and holders police, insured, participants, and/or parties entitled to benefits; d. put the interests of the Insurance Company first or Reinsurance companies and policy holders, the insured, participants, and/or parties entitled to benefit from personal interests; e. able to make decisions based on evaluation independent and objective for the benefit of the Company Insurance or Reinsurance Company and holders insured police, participants, and/or entitled parties obtain benefits; and f. capable... Machine Translated by Google - 24 - f. capable avoid abuse authority to make a profit improper personal or causing loss for the Insurance Company or Company Reinsurance. (4) The appointment of the Sharia Supervisory Board as referred to in paragraph (2) must be clearly stated in the notarial deed. Article 41 In the case of a member of the Company's Sharia Supervisory Board Insurance or Reinsurance Company is more than 1 (one) person, at least half of the total members of the Supervisory Board The Sharia must be domiciled in Indonesia. Article 42 Sharia Supervisory Board of Insurance Companies and Reinsurance companies are required to guarantee the collection of effective, precise, and fast decisions and can act independently, has no vested interest interfere with their ability to perform tasks independently and critically. Article 43 (1) The Sharia Supervisory Board must perform its duties supervision and giving advice and suggestions to the Board of Directors so that the activities of the Insurance Company or Reinsurance company in accordance with sharia principles. (2) Implementation of supervision duties and giving advice and suggestions made by the Sharia Supervisory Board as referred to in paragraph (1) is carried out on: a. the activities of the Insurance Company or Reinsurance Company in the management of assets and liabilities, both tabarru' funds, company funds as well as participant investment funds; b. sharia insurance products marketed by Insurance Company or Reinsurance Company; and c. sharia insurance product marketing practices carried out by the Insurance Company or Company Reinsurance. Chapter... Machine Translated by Google - 25 - Article 44 (1) In carrying out the tasks as referred to in Article 43, the Sharia Supervisory Board may use help from: a. committee member whose organizational structure is in under the Board of Commissioners; and/or b. committee members, employees, and professional experts company whose organizational structure is in under the Board of Directors. (2) Use of assistance from committee members, employees, and insurance company professional experts or The Reinsurance Company as referred to in paragraph (1) must be notified in writing by the Sharia Supervisory Board to the Board of Directors and/or Board of Commissioners. Article 45 Members of the Sharia Supervisory Board are entitled to obtain information from the Board of Directors regarding the Insurance Company or Reinsurance Company in a complete and timely manner. Article 46 (1) Members of the Sharia Supervisory Board of an Insurance Company or Reinsurance Company are prohibited from concurrently serving as members of the Board of Directors or members of the Board of Commissioners on Insurance Company or Reinsurance Company that same (2) Member of the Sharia Supervisory Board of Insurance Companies or the Reinsurance Company can only concurrently position as a member of the Board of Directors, member of the Board of Commissioners, or member of the Sharia Supervisory Board in 3 (three) other financial service institutions. Article 47 Insurance Company or Reinsurance Company is prohibited appoint members of the Sharia Supervisory Board who have become a member of the Board of Directors, a member of the Board of Commissioners, or members of the Shariah Supervisory Board who are declared guilty or default causes: a. something.. Machine Translated by Google - 26 - a. an Insurance Company is subject to sanctions limitation of business activities within 3 (three) years before his appointment; b. a company in the field of financial services has its license revoked his business for committing a violation within 3 (three) years prior to his appointment; and/or c. a company in the field of financial services or in the non-financial services declared bankrupt based on the decision court which has permanent legal force in a period of 5 (five) years prior to his appointment. Article 48 (1) In the event that the members of the Sharia Supervisory Board are more than 1 (one) person, Sharia Supervisory Board is mandatory holding a meeting of the Sharia Supervisory Board on a regular basis periodic at least 6 (six) times in 1 (one) year. (2) The results of the meeting of the Sharia Supervisory Board as referred to in referred to in paragraph (1) must be stated in the minutes of Shariah Supervisory Board meeting and documented well. (3) Dissenting opinions that occur in the decision of the mandatory Shariah Supervisory Board meeting clearly stated in the minutes of the Board meeting Sharia Supervisors accompanied by reasons for differences of opinion the. (4) Members of the Sharia Supervisory Board who are present or who did not attend the Sharia Supervisory Board meeting entitled to receive a copy of the Board of Supervisors meeting minutes Sharia. (5) The number of meetings of the Sharia Supervisory Board that have been held and the attendance of each member of the Sharia Supervisory Board must be contained in the report on the implementation of Good Corporate Governance. Chapter... Machine Translated by Google - 27 - Article 49 Insurance Company or Reinsurance Company is prohibited appoint members of the Sharia Supervisory Board who have not declared to have passed the fit and proper test by OJK. Article 50 Members of the Sharia Supervisory Board are prohibited from: a. perform transactions that have Collisions Interest in the activities of an Insurance Company or Reinsurance Company where member of the Supervisory Board Sharia is in office; b. take advantage of his position in the Insurance Company or Reinsurance Company where Board member The said Sharia Supervisor serves for personal, family, and/or other parties who may harm or reduce the Company's profits Insurance or Reinsurance Company where member The Sharia Supervisory Board is in office; and c. take and/or receive personal benefits from Insurance Company or Reinsurance Company where the member of the Sharia Supervisory Board is in office, in addition to the remuneration and other facilities specified based on the decision of the GMS. Article 51 (1) In the event that the Sharia Supervisory Board assesses that there is related policies or actions of members of the Board of Directors with matters as referred to in Article 43 paragraph (2) which is not in accordance with sharia principles, Dewan Sharia Supervisors are required to request an explanation from members of the Board of Directors on the policies or actions of members Directors who are not in accordance with sharia principles. (2) In the event that the Board of Directors rejects the results of the Board's assessment Sharia Supervisors as referred to in paragraph (1), The Sharia Supervisory Board must report in full and comprehensively to the Chief Executive and penetrated... Machine Translated by Google - 28 - copied to the Board of Directors no later than 7 (seven) days work since the explanation of the members of the Board of Directors is received by Sharia Supervisory Board. (3) In the event that the Board of Directors accepts the results of the Board's assessment Sharia Supervisors as referred to in paragraph (1), The Sharia Supervisory Board asks the Board of Directors to make improvements to policies or actions members of the Board of Directors to comply with the principles of sharia (4) In the event that members of the Board of Directors do not make improvements against the policy or action as intended in paragraph (3), the Sharia Supervisory Board must immediately report completely and comprehensively to Chief Executive and copied to the Board of Directors no later than 7 (seven) working days from the time the members of the Board of Directors are known not make the intended improvement. BAB VII SHAREHOLDER Article 52 Insurance Company shareholders through GMS strives to ensure that the Insurance Company is run based on sound insurance business practices and prioritizing the fulfillment of obligations related to interests of policy holders, insured, participants, and/or the party entitled to benefit. Article 53 (1) Shareholders of an Insurance Company are prohibited interfere with activities operational Company Insurance which is the responsibility of the Board of Directors in accordance with the provisions of the Company's articles of association Insurance and laws and regulations, except in the context of exercising rights and obligations as the GMS. (2) Shareholders of an Insurance Company who served as a member of the Board of Directors, a member of the Board Commissioner, or member of the Sharia Supervisory Board on Company... Machine Translated by Google - 29 - The same Insurance Company is required put the interests of the Insurance Company first and policy holders, insureds, participants, and/or parties who are entitled to benefit from his interests as a shareholder. Article 54 (1) Shareholders of an Insurance Company must meet the following criteria: a. not involved as a prohibited party shareholders of companies in the field of financial services and/or company management in the service sector finance; b. never violate the commitments that have been agreed with OJK; c. not currently being sanctioned by the OJK; d. not recorded in the list of bad debts; e. have sources of funds that do not come from actions crimes as referred to in the law on the crime of laundering money; f. have a commitment to development the operation of the Insurance Company; g. have a commitment to comply with regulations legislation; and h. have a good reputation. (2) Provisions regarding shareholder criteria as referred to in paragraph (1) applies to Insurance Company that makes changes shareholders and/or Insurance Companies applying for business licenses. BAB VIII EXTERNAL AUDITOR Article 55 (1) External auditors of Insurance Companies and Companies Reinsurance must be appointed by the GMS from the prospective auditor external... Machine Translated by Google - 30 - external proposed by the Board of Commissioners based on the recommendation of the audit committee. (2) External auditor of Insurance Brokerage Company and Reinsurance Brokerage Company must be appointed by the GMS of candidates for external auditors proposed by the Board Commissioner. (3) The nomination of the external auditor as referred to in paragraph (1) and paragraph (2) must be accompanied by: a. reasons for nomination and the amount of honorarium or proposed fee for external auditor the; and b. statement of commitment signed by external auditors, to be free from the influence of the Board of Directors, Board of Commissioners, Sharia Supervisory Board, and interested parties in Insurance Companies and willingness to provide information related to audit results to the Chief Executive. (4) The Insurance Company is obliged to provide all necessary accounting records and supporting data for external auditors so as to enable auditors external parties provide their opinion on the fairness, compliance, and suitability of the financial statements Insurance Company with auditing standards happen Chapter IX REMUNERATION POLICY AND PRACTICES Article 56 (1) Insurance Companies are required to implement a remuneration policy for members of the Board of Directors, members of the Board of Directors Commissioners and employees who encourage behavior based on the principle of prudence (prudent behavior) which is in line with the long-term interests company and fair treatment of policyholders, the insured, the participant, and/or the entitled party benefit. (2) Policy... Machine Translated by Google - 31 - (2) The remuneration policy as referred to in paragraph (1) must pay attention to at least: a. financial performance and fulfillment of obligations company as stipulated in the regulations current regulation; b. individual work performance; c. appropriateness with peer group; and d. consideration of long-term goals and strategies Insurance Company. CHAPTER X INVESTMENT GOVERNANCE Article 57 (1) Insurance Companies and Reinsurance Companies are required to prepare written investment policies and strategies. (2) Adherence to investment policies and strategies as referred to in paragraph (1) shall be evaluated periodically, at least 1 (one) time in 1 (one) year. (3) Investment policies and strategies as referred to in sentence (1) contains at least: a. Insurance Company's wealth and liability profile and Reinsurance Companies; b. match between wealth duration and duration liability of insurance companies and companies Reinsurance; c. investment objectives; d. target level of expected return on investment, including a benchmark for investment returns (yield's benchmark) used; e. basis of assessment and qualitative limits for each type of investment asset; f. maximum limit of investment allocation for each type investment assets; g. the maximum limit for the proportion of company assets that can be placed on one side; h. maximum limit of the number of assets that are not placed (idle assets) in the form of investment; i. object... Machine Translated by Google - 32 - i. investment objects that are prohibited for placement investation; j. minimum liquidity level of investment portfolio companies to support the availability of funds for payment of insurance benefits; k. implementation monitoring and reporting system investment management; l. provisions regarding the use of investment managers, investment advisors, experts, and other service providers used in investment management; m. terms of use of derivative instruments and products other structured finance for hedging purposes score; n. limitation of investment transaction authority for each level of management and accountability; and o. actions that will be applied to the Board of Directors on investment policy violations. (4) Investment policies and strategies as intended in paragraph (1) it is mandatory: a. determined by the Board of Directors; b. socialized to employees involved in investment management; and c. submitted to the Chief Executive no later than 1 (one) month after being determined by the Board of Directors. Article 58 (1) Directors of Insurance Companies and Reinsurance Companies required to prepare an annual investment management plan which contains the least: a. investment type composition plan; b. estimated rate of return on investment for each type investation; and c. considerations underlying the species composition plan investation. (2) The annual investment management plan as referred to in paragraph (1) must reflect the policy and investment strategies. Chapter... Machine Translated by Google - 33 - Article 59 In managing investments, the Board of Directors of an Insurance Company or The Reinsurance Company is required to: a. analysis of investment risk which includes market risk, credit risk, liquidity risk, and risk operations and plans for their mitigation in the event of an increase in investment risk; and b. adequate and documented studies in placing, retaining, and releasing investation. Article 60 Directors of Insurance Companies and Reinsurance Companies obliged to make professional investment decisions and optimize the value of the Insurance Company and Company Reinsurance for Stakeholders, especially holders of police, insured, participants, and/or entitled parties benefit. Article 61 Mandatory Insurance Company or Reinsurance Company has a work unit or employee who carries out the investment management function that meets the following provisions: following: a. carry out the analysis function and carry out, monitor, and report on investment management; b. have and implement systems and procedures internal control to ensure that investments carried out in accordance with investment policies and strategies and does not violate the laws and regulations; and c. have integrity and expertise and experience in investment field. Article 62 (1) Insurance Companies and Reinsurance Companies that placing investments in market investment instruments capital is obliged to administer securities to parties who do not have an Affiliate relationship with an Insurance Company or Reinsurance Company. (2) Company... Machine Translated by Google - 34 - (2) Insurance Company or Reinsurance Company which have an investment in the form of shares traded on the stock exchange must have access information that allows direct monitoring mutation of its investment portfolio. (3) Insurance Company or Reinsurance Company which owns at least 50% (fifty percent) of investment portfolio that it manages itself in the form of shares, corporate bonds, and/or corporate sukuk, must have investment experts who have pass the examination as deputy investment manager. Article 63 (1) Insurance Companies and Reinsurance Companies may outsource their investment management to third parties another. (2) Outsourcing of investment management to other parties as referred to in paragraph (1) must meet the following conditions: a. the other party already has a business license as a securities companies that carry out business activities as investment manager from OJK; b. the other party is not being penalized administrative activities in the form of restrictions on business activities or freezing of business activities by OJK, when investment management outsourcing agreement take place; c. the other party has a deputy investment manager experienced in managing funds at least IDR 500,000,000,000.00 (five hundred billion rupiah) at the time of appointment as investment manager company; and d. investment manager representative as referred to in letter c is not currently or has never been sanctioned administratively by OJK in the last 5 (five) years. (3) Devolution... Machine Translated by Google - 35 - (3) Outsourcing of investment management to other parties must meet the provisions regarding types, limitations, and investment appraisal as referred to in legislation in the health sector Insurance Company and Corporate Finance Reinsurance. (4) Insurance Companies and Reinsurance Companies are prohibited outsource investment management to other parties affiliated with the company if the member Directors, members of the Board of Commissioners, or members of the Board Sharia Supervisors of Insurance Companies and Companies The reinsurance concerned concurrently serves as members of the Board of Directors, members of the Board of Commissioners, or members of Sharia Supervisory Board on the other party concerned. Article 64 (1) Outsourcing of investment management to other parties as referred to in Article 63 paragraph (1) shall be set forth in a written agreement in the form of a deed notary. (2) The written agreement as referred to in paragraph (1) must contain at least the following provisions: a. the rights and obligations of each party; b. types and limits of investment instruments; c. the amount of fees charged; d. types and routine reports on investment management referred to; e. the company's right to obtain information and other documents related to management the investment in question; f. compensation in the event that the other party violates terms of cooperation or negligence of the other party resulting in the Insurance Company or The Reinsurance Company suffers a loss; g. administration of assets managed by other parties custodian who has no affiliation with Insurance Company or Company Reinsurance and other parties; h. solution... Machine Translated by Google - 36 - h. settlement of disputes and termination of agreements; and i. willingness of the parties to provide information related to the Company's investment management Insurance or Reinsurance Company to OJK. Article 65 (1) Directors of Insurance Companies and Reinsurance Companies must know the investment placement portfolio done by another party. (2) Outsourcing of investment management to other parties as referred to in Article 63 paragraph (1) does not reduce the responsibility of the Board of Directors in managing investation. CHAPTER XI RISK MANAGEMENT AND INTERNAL CONTROL Article 66 (1) Insurance Companies are required to apply management risks by identifying, assessing, monitoring and manage business risks effectively. (2) The risk management as referred to in paragraph (1) must be adjusted to the objectives, business policies, size and complexity of the business and capabilities Insurance Company. Article 67 (1) The Board of Directors of an Insurance Company is required to stipulate effective and efficient internal control for provide reasonable assurance that the activities the business is carried out in accordance with the business objectives and strategies as well as the articles of association and other internal rules of the company, and laws and regulations. (2) Internal control as referred to in paragraph (1) at least includes the following: a. internal control environment within the Company Disciplined and structured insurance; b. study... Machine Translated by Google - 37 - b. assessment and management of business risk, which is a process for identifying, analyzing, assessing, and manage business risk; c. control activities, i.e. actions taken in a process of controlling activities companies at every level and unit within the organizational structure of the Insurance Company, including other matters concerning authority, authorization, verification, reconciliation, appraisal of work performance, division duties and security of company assets; d. information and communication system, which is a process presentation of reports on operational activities, finance, and compliance with laws and regulations invitation in the field of insurance business; e. monitoring procedures , namely the process of assessing the quality of the internal control system including functions internal audit at every level and structural unit organization of the Insurance Company, so that it can implemented optimally; and f. reporting mechanism to the Board of Directors with a copy to the audit committee, in the event of a deviation from the quality of the internal control system including the internal audit at every level and structural unit Insurance Company organization. CHAPTER XII AND INSURANCE COMPANY STRATEGIC PLAN REINSURANCE COMPANY Article 68 (1) Insurance Companies and Reinsurance Companies are required to prepare a strategic plan in the form of: a. a corporate plan that includes a summary of the desired goals and targets achieved by the Insurance Company or Company Reinsurance within a period of 5 (five) years; and b. a business plan that describes insurance company business activity plan or Company…. Machine Translated by Google - 38 - Reinsurance Company within a period of 1 (one) years and 3 (three) years. (2) The corporate plan as referred to in paragraph (1) letter a contains at least: a. evaluation of the implementation of the corporate plan period previously; b. Insurance Company or Company position Current reinsurance; c. assumptions used in preparing plans corporation; and d. goals, objectives, and strategies for achieving them. (3) The business plan as referred to in paragraph (1) letter b at least includes: a. executive summary; b. management policies and strategies; c. implementation of risk management and compliance; d. current company performance; e. financial statement projections and assumptions used; f. projections of certain ratios and other items; g. capital plan; h. investment plan; i. reinsurance plans; j. product development and marketing plan product; k. network development and/or change plans office; l. organizational and resource development plans human (HR); m. other information. (4) Insurance Companies and Reinsurance Companies are required submit corporate plans and business plans as referred to in paragraph (1) to OJK. (5) Further provisions on form, arrangement and procedures for preparing and submitting plans The corporate and business plans as referred to in paragraph (1) and paragraph (4) are regulated in the OJK Circular Letter. CHAPTER... Machine Translated by Google - 39 - BAB XIII INFORMATION DISCLOSURE Article 69 (1) Company communication policies and strategies Insurance must allow information that provided to OJK in a complete, timely and efficient manner. (2) Insurance Company and Reinsurance Company are required have a financial reporting system that can relied on for the purposes of supervision and Stakeholders Other interests. Article 70 (1) An Insurance Company is required to disclose to: OJK regarding important matters, at least including: a. resignation or dismissal of the auditor external; b. material transactions with related parties; c. material claims filed by and/or against Insurance Company; d. ongoing and/or potential Conflict of Interest; and e. other material information about the Company Insurance. (2) Disclosure of important matters as intended in paragraph (1) is contained in the report on the implementation of the Good Corporate Governance. (3) Further provisions regarding disclosure of important matters as referred to in paragraph (1) shall be regulated in the OJK Circular Letter. CHAPTER XIV RELATIONSHIP WITH STAKEHOLDERS Article 71 (1) Insurance companies, insurance brokerage companies, and insurance agent companies are obliged to protect the interests of holder... Machine Translated by Google - 40 - policyholder, insured, participant, and/or party who are entitled to benefit, so that the policyholder, the insured, the participant, and/or the entitled party obtain these benefits can receive their rights according to the insurance policy. (2) In order to protect the rights and interests of the policy holder, the insured, participants, and/or entitled parties obtain the benefits as referred to in paragraph (1), Insurance companies are required to do things as follows: a. for insurance companies, fulfill obligations in accordance with agreed with the policyholder, the insured, the participant, and/or the entitled party obtain benefits; b. for Insurance Companies, brokerage companies insurance companies, and insurance agency companies, evaluate the needs of the policyholder, the insured, or the participant and/or parties entitled to benefit; c. for Insurance Companies, brokerage companies insurance, and insurance agent companies, disclose material and relevant information for policyholders, the insured, participants, and/or the party entitled to benefit; and d. for Insurance Companies, Reinsurance Companies, insurance brokerage company, brokerage company reinsurance, insurance loss appraisal companies and insurance agency company, acting with integrity, competence, and utmost good faith. Article 72 Insurance Company must: a. respect the rights of Stakeholders; and b. perform the obligations that arise based on regulations and/or agreements made with employees, policyholders, the insured, participants, and/or Stakeholders other. CHAPTER... Machine Translated by Google - 41 - CHAPTER XV INSURANCE COMPANY'S RELATIONSHIP WITH INSURANCE AGENT Article 73 (1) In the event that the Insurance Company markets the product insurance through an Insurance Agent, the Insurance Company must meet the following conditions: a. have an agency agreement with an insurance agent who market their insurance products; b. ensure that the insurance agent has an agency certificate from an association of similar Insurance Companies; (2) Insurance companies that do marketing through The Insurance Agent as referred to in paragraph (1) is fully responsible for the consequences arising from the insurance coverage carried out by the Agent relevant insurance. (3) Insurance Companies are prohibited from hiring Agents Insurance that is still bound by an agency agreement with Another Insurance Company. (4) The procedures and procedures for terminating the agency agreement as referred to in paragraph (1) letter a shall be determined by the Association of Insurance Companies after obtaining approval of the Chief Executive. Article 74 Insurance companies that do marketing through Insurance agents are required to do at least the following things: following: a. provide education and training on an ongoing basis to Insurance Agents so that they can carry out their profession with competence and integrity height; b. requires insurance agents first to have agency certificate as referred to in Article 73 sentence (1) letter b; c. include the code of ethics established by the association Similar Insurance Company in the agency contract; and d. oblige... Machine Translated by Google - 42 - d. require Insurance Agents to comply with the code of ethics or the like as determined by the Company's association Insurance according to the following line of business sanctions imposed for each violation carried out by an insurance agent. BAB XVI BUSINESS ETHICS Article 75 (1) The Board of Directors, Board of Commissioners, Sharia Supervisory Board, and employee Company Insurance prohibited offer or give something, either directly or indirectly to other parties, for influence decision-making related with insurance transactions. (2) The Board of Directors, Board of Commissioners, Sharia Supervisory Board, and Insurance Company employees are prohibited from receiving something for his benefit, either directly or indirectly, from anyone, who can influence decision making related to transactions insurance. Article 76 Insurance companies are required to make guidelines regarding ethical behavior, which contains the values of business ethics, as guide for Insurance Company Organs and all Insurance Company employees. Article 77 (1) Insurance Companies may make donations for charitable purposes within the limits of propriety and fairness and does not interfere with the financial health of the Company Insurance. (2) Insurance companies can make donations other than as referred to in paragraph (1), as long as does not conflict with laws and regulations invitation and does not interfere with financial health Insurance Company. CHAPTER... Machine Translated by Google - 43 - BAB XVII SELF ASSESSMENT AND REPORT IMPLEMENTATION OF GOOD CORPORATE GOVERNANCE Article 78 (1) An Insurance Company is required to conduct a self-assessment on the implementation of Good Corporate Governance on a regular basis. (2) Self-assessment on the implementation of Tata Good Corporate Governance as referred to in paragraph (1) is carried out based on the Governance Guidelines Good Company for Insurance Company and a self- assessment checklist that happen Article 79 (1) An Insurance Company is required to prepare a report implementation of Good Corporate Governance in every end of the financial year. (2) Report on the implementation of Good Corporate Governance as referred to in paragraph (1) shall at least consist of: from: a. transparency of the implementation of Good Corporate Governance which at least includes disclosure all aspects of implementing the principles of Governance Good Company as referred to in Article 4 paragraph (2); b. self -assessment on the implementation of Tata Good Corporate Governance as intended in Article 78; c. an action plan that includes actions corrective action needed and time solution as well as obstacles/obstacles the solution, when there are still deficiencies in the implementation of Good Corporate Governance. (3) Further provisions on form and arrangement Good Corporate Governance implementation report regulated in the OJK Circular Letter. Chapter... Machine Translated by Google - 44 - Article 80 (1) Insurance Companies are required to submit reports implementation of Good Corporate Governance to Chief Executive in computer printout (hard copy) and electronic (soft copy). (2) The report on the implementation of Good Corporate Governance as referred to in paragraph (1) must be submitted no later than February 28 of the following year. (3) In the case of February 28 as referred to in paragraph (2) is a holiday, then the deadline submission of the report is the first working day after February 28 in question. BAB XVIII IMPLEMENTATION MONITORING AND EVALUATION GOOD CORPORATE GOVERNANCE Article 81 OJK conducts monitoring and evaluation of reports implementation of Good Corporate Governance that submitted by the Insurance Company as follows: referred to in Article 80. CHAPTER XIX OTHER PROVISIONS Article 82 This OJK Regulation does not apply to Insurance Agents individual except the provisions as referred to in Article 73 and Article 74. BAB XX PENALTY Article 83 (1) Violation of the provisions of Article 4 paragraph (1), Article 5, Article 6 paragraph (1) and paragraph (3), Article 7 paragraph (1), Article 8, Article 9, Article 10, Article 11 paragraph (1), Article 12 paragraph (1), Article 13 paragraph (1), Article 14 paragraph (1), Article 15, Article 16, Article 17, Chapter... Machine Translated by Google - 45 - Article 18 paragraph (1) and paragraph (2), Article 19, Article 20, Article 21, Article 22 paragraph (10 and paragraph (3), Article 23, Article 24, Article 25, Article 27 paragraph (1), Article 28 paragraph (2), Article 29, Article 30, Article 31, Article 32 paragraph (1), paragraph (3), paragraph (4), paragraph (5) and paragraph (6), Article 33, Article 34, Article 36, Article 38 paragraph (1), paragraph (3) and paragraph (4), Article 39 paragraph (1), Article 40 paragraph (1), Article 41, Article 42, Article 43 paragraph (1), Article 46, Article 47, Article 48 paragraph (1), paragraph (2) and paragraph (3), Article 49 paragraph (1), Article 50, Article 51 paragraph (1), paragraph (2) and paragraph (4), Article 53, Article 55 paragraph (1), paragraph (2) and paragraph (4), Article 56 paragraph (1), Article 57 paragraph (1) and paragraph (4), Article 58 paragraph (1), Article 59, Article 60, Article 61, Article 62 paragraph (1) and paragraph (2), Article 63 paragraph (2) and paragraph (4), Article 64, Article 65 paragraph (1), Article 66 paragraph (1), Article 67 paragraph (1), Article 68 paragraph (1) and paragraph (4), Article 69 paragraph (1), Article 70 paragraph (1), Article 71, Article 72, Article 73 paragraph (1), and paragraph (2), Article 74, Article 75, Article 76, Article 78 paragraph (1) and paragraph (2), Article 79 paragraph (1) and paragraph (2), and Article 84 of this OJK Regulation and regulations its implementation is subject to administrative sanctions; (2) The administrative sanctions as referred to in paragraph (1) in the form of: a. warning; b. limitation of business activities; and/or c. revocation of business license. (3) Procedures and time for imposition of administrative sanctions as referred to in paragraph (2) is carried out in accordance with provisions regarding sanctions as referred to in Government Regulation No. 73/1992 on Implementation of Insurance Business as amended several times, most recently by Regulation Government Number 81 of 2008. BAB XXI TRANSITIONAL TERMS Article 84 (1) Insurance Companies and Reinsurance Companies that have obtained business licenses prior to their entry into force Rules... Machine Translated by Google - 46 - This OJK regulation is required to make adjustments to the provisions in this OJK Regulation no later than 6 (six) months from the promulgation of this OJK Regulation, unless for adjustments to the provisions of Article 22 paragraph (2) no later than 1 (one) year since this OJK Regulation invited. (2) Insurance Business Supporting Companies that have obtain a business permit before the implementation of the Regulation OJK is required to make adjustments to the provisions in this OJK Regulation no later than 1 (one) year since This OJK regulation is promulgated. BAB XXII CLOSING Article 85 For Insurance Companies in the form of companies open, in addition to the provisions in this OJK Regulation, apply as well as the provisions of laws and regulations in the field of capital market. Article 86 At the time this OJK Regulation comes into force, the provisions regarding good corporate governance for Insurance Companies is subject to this OJK Regulation. Article 87 This OJK Regulation comes into force on the date of promulgation, except the provisions as referred to in Article 78 paragraph (1) and Article 79 paragraph (2) letter b for appraisal companies insurance loss comes into effect from the date of the enactment of the Guidelines Good Corporate Governance for Appraisal Companies Insurance Losses and a self-assessment checklist by a committee formed by the government in charge of formulating governance policies. So that... Machine Translated by Google - 47 - For everyone to know, command the promulgation of this OJK Regulation with its placement in the State Gazette of the Republic of Indonesia. Set in Jakarta on March 28, 2014 CHAIRMAN OF THE BOARD OF COMMISSIONERS FINANCIAL SERVICES AUTHORITY Ttd. MULIAMAN D. HADAD Promulgated in Jakarta on April 8, 2014 MINISTER OF LAW AND HUMAN RIGHTS REPUBLIC OF INDONESIA Ttd. AMIR SYAMSUDDIN STATE GAZETTE OF THE REPUBLIC OF INDONESIA YEAR 2014 NUMBER 71 Copies match the original HEAD OF LEGAL HELP DIRECTORATE OF LAW, Ttd. MUFLI ASMAWIDJAJA Machine Translated by Google EXPLANATION ABOVE REGULATION OF FINANCIAL SERVICES AUTHORITY NUMBER 2/POJK.05/2014 ABOUT GOOD CORPORATE GOVERNANCE FOR INSURANCE COMPANIES I. UMUM Along with the development of the insurance industry and for anticipating global competition, implementing good corporate governance Good corporate governance is a very important issue. The implementation of good corporate governance in insurance companies will be a tool to prepare insurance companies in Indonesia in order to be able to compete not only at the national level but also to active at the regional and international levels. Arrangements regarding the implementation of good corporate governance actually not a new thing for insurance companies because in Indonesia itself in recent years, supervisory and supervisory institutions insurance companies have asked the company to conduct a self-assessment on the implementation of good corporate governance and submit reports to the supervisory and business supervisory agencies insurance. II. CHAPTER BY ARTICLE article 1 Quite clear. Section 2 Letter A Quite clear. Letter b Implementation of corporate accountability as referred to in letter b this is included in the ranks under the Board of Directors and the Board Commissioner (committees). Letter... Machine Translated by Google -2- The letter c Quite clear. The letter d Quite clear. The letter e Quite clear. Article 3 Quite clear. Article 4 Quite clear. Article 5 Quite clear. Article 6 Sentence (1) Quite clear. Sentence (2) Based on this provision, if the number of members of the Board of Directors is even, the number of members of the Board of Directors who have knowledge and experience in the field of risk management at least must be equal to the number of members of the Board of Directors who do not have knowledge and experience in the field of risk management. Meanwhile, if the number of members of the Board of Directors is odd, then the total members of the Board of Directors who have knowledge and experience in the field of risk management must be more than members Directors who do not have knowledge and experience in risk management field. For example, if the number of members The Board of Directors is 3 (three) people, then the number of members of the Board of Directors who have knowledge and experience in the field of risk management less than 2 (two) people. Sentence (3) Intermediary service income of Rp. 10,000,000,000,- (ten billion rupiah) is calculated based on the audited annual financial report. Verse… Machine Translated by Google -3- Sentence (4) Quite clear. Article 7 Sentence (1) Quite clear. Sentence (2) What is meant by the function of insurance engineering is underwriting and claims. Based on this provision, the compliance function can be concurrently President Director. Article 8 Quite clear. Article 9 Quite clear. Article 10 Quite clear. Article 11 Quite clear. Article 12 Quite clear. Article 13 Quite clear. Article 14 Sentence (1) Examples of other Insurance Companies that have fields of Different businesses include: a. life insurance company with insurance company loss or reinsurance company; b. loss insurance company with brokerage company insurance; c. insurance brokerage company with appraisal company insurance loss. Verse... Machine Translated by Google -4- Sentence (2) Quite clear. Sentence (3) Quite clear. Article 15 Quite clear. Article 16 Quite clear. Article 17 Quite clear. Article 18 Sentence (1) The form of the meeting is adjusted to the needs of the Company Insurance, among others by using technology teleconferencing. Sentence (2) Quite clear. Sentence (3) Quite clear. Sentence (4) Quite clear. Sentence (5) Quite clear. Article 19 Letter A Quite clear. Letter b What is meant by family relationship in this provision is husband/wife relationship or family relationship both vertically and horizontally, including in-laws, daughters-in-law, and in-laws. Chapter…. Machine Translated by Google -5- Article 20 Quite clear. Article 21 Quite clear. Article 22 Sentence (1) Quite clear. Sentence (2) Based on this provision, when the number of House members The number of Commissioners is even, the number of Independent Commissioners is at least at least must be equal to the number of non-independent commissioners. Meanwhile, if the number of members of the Board of Commissioners is odd, then the number of Independent Commissioners must be more than number of non-independent commissioners. For example, if the number there are 3 (three) members of the Board of Commissioners, then the number of Commissioners Independent of at least 2 (two) people. Sentence (3) Intermediary service income of Rp. 10,000,000,000,- (ten billion rupiah) calculated based on the financial statements audited annual. Sentence (4) Quite clear. Article 23 Quite clear. Article 24 Quite clear. Article 25 Quite clear. Article 26 Quite clear. Chapter... Machine Translated by Google -6- Article 27 Sentence (1) Quite clear. Sentence (2) Quite clear Sentence (3) Quite clear. Sentence (4) Quite clear. Sentence (5) Other committees that may be formed by the Board of Commissioners include other: a. remuneration and nomination committee; b. corporate governance policy committee (governance). Sentence (6) Quite clear. Article 28 Sentence (1) Quite clear. Sentence (2) Insurance companies that have the same line of business for example, among others: a. life insurance company with life insurance company; b. loss insurance company with insurance company loss or reinsurance company; c. insurance brokerage company with brokerage company insurance; d. insurance loss appraisal company with company insurance loss assessor; e. actuarial consulting firm with consulting firm actuarial. Verse... Machine Translated by Google -7- Sentence (3) Letter A Included in the definition of carrying out functional tasks that is, if the function concerned with the Company Insurance and/or legal entity business group Insurance Company shareholders including Insurance Company subsidiary company is for carry out its function as a representative of shareholders Insurance Companies, such as members of the Board of Commissioners, members of the Board of Directors, or Executive Officers. Letter b Quite clear. Article 29 Quite clear. Article 30 Quite clear. Article 31 Quite clear. Article 32 Sentence (1) The form of the meeting is adjusted to the needs of the Company Insurance, among others by using technology teleconferencing. Sentence (2) Letter A Meetings by inviting the Board of Directors are held in order to evaluation/determination of strategic policies and/or evaluation realization of the Insurance Company's business plan every quarterly. Letter b Quite clear. Verse... Machine Translated by Google -8- Sentence (3) Quite clear. Sentence (4) Efforts are made so that all members of the Board of Commissioners can attend physically at a meeting for evaluation/determination strategic policy and evaluation of business plan realization Insurance Company every quarter. Sentence (5) Quite clear. Sentence (6) Quite clear. Sentence (7) Quite clear. Sentence (8) Quite clear. Article 33 Letter A Quite clear. Letter b What is meant by family relationship in this provision is husband/wife relationship or family relationship both vertically and horizontally, including in-laws, daughters-in-law, and in-laws. Article 34 Quite clear. Article 35 Quite clear. Article 36 Quite clear. Article 37 Quite clear. Chapter... Machine Translated by Google -9- Article 38 Quite clear. Article 39 Quite clear. Article 40 Quite clear. Article 41 If the Sharia Supervisory Board of the Insurance Company or Reinsurance company is only 1 (one) person, then the Sharia Supervisory Board must be domiciled in Indonesia. Article 42 Quite clear. Article 43 Quite clear. Article 44 Quite clear. Article 45 Quite clear. Article 46 Sentence (1) Quite clear. Sentence (2) What is meant by other financial service institutions, among others Other Insurance and Reinsurance Companies, banks, securities companies, finance companies and pension funds. Article 47 Quite clear. Article 48 Quite clear. Chapter... Machine Translated by Google - 10 - Article 49 Quite clear. Article 50 Quite clear. Article 51 Quite clear. Article 52 Quite clear. Article 53 Quite clear. Article 54 Quite clear. Article 55 Quite clear. Article 56 Quite clear. Article 57 Quite clear. Article 58 Quite clear. Article 59 Quite clear. Article 60 Quite clear. Article 61 Quite clear. Article 62 Sentence (1) Which... Machine Translated by Google - 11 - What is meant by administering securities in this paragraph is to deposit all investment instruments in the capital market with another party (custodian institution/securities depository). Sentence (2) Quite clear. Sentence (3) Investment experts have passed the examination as representatives investment manager evidenced by a certificate issued by the capital market professional standard committee or certificate of expertise from special educational institutions in the capital market sector that have get recognition from OJK. Investment experts in insurance companies and companies Reinsurance is not required to have an individual license as a deputy investment manager from OJK. Article 63 Quite clear. Article 64 Quite clear. Article 65 Quite clear. Article 66 Quite clear. Article 67 Sentence (1) Quite clear. Sentence (2) Letter A Quite clear. Letter b Quite clear. Letter... Machine Translated by Google - 12 - The letter c Quite clear. The letter d Quite clear. The letter e Quite clear. The letter f Obligation to submit a copy of the report to the committee audit only for Insurance Companies and Companies Reinsurance. Article 68 Sentence (1) Letter A A Corporate Plan is a written document that describes the plan of activities carried out by the Insurance Company and Reinsurance Company within a period of 5 (five) years to determine strategy or direction, and make decisions to allocate available resources (including capital and human resources) to achieve goals company. Letter b A Business Plan is a written document that describes Insurance Company and Company's business activity plan Reinsurance within 1 (one) and 3 (three) years including plans to improve business performance, as well as strategy to realize the plan in accordance with target and time set, keeping in mind compliance with prudential requirements and implementation of management risk. Sentence (2) Letter A Quite clear. Letter... Machine Translated by Google - 13 - Letter b Quite clear. The letter c Quite clear. The letter d Quite clear. Sentence (3) Letter A Quite clear. Letter b Quite clear. The letter c Quite clear. The letter d Quite clear. The letter e Quite clear. The letter f Quite clear. The letter g Quite clear. The letter h Quite clear. The letter i Quite clear. The letter j Quite clear. The letter k Quite clear. Letter... Machine Translated by Google - 14 - Lamb l Quite clear. The letter m What is meant by “other information” includes information that needs to be submitted because it affects the business activities of the Insurance Company and Reinsurance Company, which is not stated in the business plan coverage as referred to in numbers 1 letter a to letter k. Example: 1. plans for mergers, acquisitions and consolidations; 2. plan to transfer the insurance portfolio; 3. plan to change the insurance business field; 4. plan to change conventional business activities be based on sharia principles. Sentence (4) Quite clear. Sentence (5) Quite clear. Article 69 Quite clear. Article 70 Quite clear. Article 71 Quite clear. Article 72 Quite clear. Article 73 Quite clear. Article 74 Quite clear. Article 75 Quite clear. Chapter... Machine Translated by Google - 15 - Article 76 Quite clear. Article 77 Quite clear. Article 78 Sentence (1) Quite clear. Sentence (2) Guidelines for Good Corporate Governance for Insurance Companies and a self- assessment checklist are prepared by a committee formed by the government in charge of formulating good corporate governance policies. Article 79 Quite clear. Article 80 Quite clear. Article 81 Quite clear. Article 82 Quite clear. Article 83 Quite clear. Article 84 Quite clear. Article 85 Quite clear. Article 86 Quite clear. Article 87 Quite clear SUPPLEMENT TO STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 5526