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APPLICATION OF GOOD CORPORATE GOVERNANCE

Articles of Association / By Laws

Articles of Association/By Laws of PT Asuransi Jiwa Sinarmas MSIG Tbk. can be preview on the link below :
Articles of Association


Good Corporate Governance Report


  1. Assessment of GCG Implementation in the Company.

    2. The implementation of Good Corporate Governance (GCG) continues to be a commitment of all stakeholders of the Company, where all Company organs and committees supporting the Directors and Commissioners have performed their functions properly as reflected in the Company's 2018 GCG Annual Report to the Financial Services Authority.

    The company consistently applies the principles of good corporate governance so that it can guarantee the interests of all stakeholders. The quality of members of the Board of Directors, Board of Commissioners and Sharia Supervisory Board is continuously improved by running a sustainability program and certifying Risk Management expertise for Directors, Commissioners, Sharia Supervisory Board and all positions 1 (one) level below the Board of Directors that run and succeed very good and satisfying.

    We believe that with increasing quantity and quality of governance, the Company will be able to survive and grow into a company that is increasingly trusted by all customers and the wider community.

  2. Shareholders and General Meeting of Shareholders

      3. Controlling shareholders


    1. General Meeting of Shareholders
        2. During the 2018 financial year the General Meeting of Shareholders has been held as follows:
        1. Based on the Statement of Meeting Resolutions of the Shareholders of PT Asuransi Jiwa Sinarmas MSIG Tbk. No 3 dated May 07, 2018, made before Ny. Bertha Suriati Ihalauw Halim, SH Notary in Jakarta, with the decision: Shareholders and General Meeting of Shareholders:
          • Approved the Board of Directors 'Report and the Board of Commissioners' Supervision Report regarding the activities and the running of the Company for the 2017 financial year.
          • Approved and Ratified the Company's Balance Sheet and Profit and Loss Calculation for the 2017 financial year as well as the release of responsibilities (acquit et de charge) to the Board of Directors and Board of Commissioners of the Company for the management and supervision carried out during the 2017 financial year.
          • Provision of dividends to Shareholders.
          • Give authority to the Remuneration and Nomination Committee to determine the remuneration or salary and benefits for the Board of Commissioners and Directors of the Company, after obtaining approval from the Board of Commissioners of the Company
          • Approved the appointment of Purwantono, Sungkoro & Surja Public Accounting Firm and the honorarium that will audit the company's financial statements for 2018.
        2. Decision of the Shareholders dated October 25, 2018 with a decision:
          • Approve the Company and its sharia unit Corporate Plan 2019 - 2023
          • Approve the Company and its sharia unit Business Plan 2019 - 2021
        3. Based on the Statement of Meeting Decision of PT Asuransi Jiwa Sinarmas Tbk. MSIG No 72 dated April 29, 2019 has been approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its decision letter No. AHU- AHU-AH.01.03-0234566 dated May 08, 2019 , made before ulia Taufani, SH Notary in South Jakarta, with a decision:
          • Reappointment of the Company's Directors, the Company's Board of Commissioners and the Sharia Supervisory Board.
        4. Amendment to the Company's Articles of Association in the Context of the Company's Initial Public Offering Number 46 dated 23 May 2019 has been approved by the Ministry of Law and Human Rights of the Republic of Indonesia in its decision letter No. AHU-0028378.AH.01.02.TAHUN 2019 dated May 24, 2019

    2. Name of the Board of Commissioners with their positions and functions:
      3. The Board of Commissioners carries out the supervisory function of the company and provides input or advice to the directors in running the company, besides the Commissioner messenger, the company also has an Independent Commissioner who has the main duty to carry out the supervisory function to voice the interests of policyholders, insured, participants or beneficiaries.

      The composition of the company's Board of Commissioners for the 2018 financial year is as follows:

      • Indra Widjaja (President Commissioner)
      • Ardhayadi Mitroadmojo (Independent Commissioner)
      • Toshinari Tokoi (Commissioner)
      • Sidharta Akmam (Independent Commissioner)

    3. Board of Commissioners Meeting:

      4. The Board of Commissioners meeting is held at least once a month to discuss various matters including performance, strategies, policies and other matters concerning the Company that require the approval of the Board of Commissioners. Board of Commissioners meetings are held monthly, in accordance with the provisions of the Financial Services Authority (OJK) Regulation No. 73 / POJK.05 / 2016 concerning Good Corporate Governance for Insurance Companies.

      In 2018, Sinarmas MSIG Life has held 12 Board of Commissioners meetings which each month schedule two outstanding agendas, namely business performance and financial results and other special agendas.


    4. A description of the BOC support committees:

      5. Committees formed by the Board of Commissioners in carrying out their supervisory functions on the company have carried out their functions in accordance with the provisions of the Financial Services Authority and the charter committee. In 2018, the committees formed by the Board of Commissioners, the functions and membership composition of the BOC supporting Committees are as follows:

      1. Audit Committee

        2. The Audit Committee was formed to assist the Board of Commissioners in carrying out the oversight function of financial reports, the effectiveness of audits by external and internal auditors. The Audit Committee consists of:

        • Chairperson : Ardhayadi Mitroatmodjo (Independent Commissioner)
        • Member :
          • Hamid Hamzah
          • Hidenori Kui
          • Koji Saito
          • Herman Sulistyo
          • Vaji Vitrada

      2. Risk Management Committee

        3. The Risk Management Committee was formed to assist the Board of Commissioners in carrying out the supervisory function of the implementation and development of the Company's risk policies. The Risk Management Committee consists of:

        • Chairperson : Sidharta Akmam
        • Member :
          • Hidenori Kui
          • Gideon
          • Herman Sulistyo

      3. Good Corporate Governance Committee

        4. The Good Corporate Governance Committee was formed to assist the Board of Commissioners in carrying out the oversight function of good corporate governance policies and to assess the consistency of the implementation of Good Corporate Governance including business ethics and corporate social responsibility. The Good Corporate Governance Committee consists of:

        1. Chairperson : Ardhayadi Mitroatmodjo
        2. Member :
          • Hamid Hamzah
          • Hidenori Kui
          • Koji Saito
          • Gideon
          • Yuli Kusuma Rianto

      4. Nomination and Remuneration Committee

        5. The Nomination and Remuneration Committee was formed to assist the Board of Commissioners in carrying out the oversight function of the Company's remuneration policy and as a facilitator for Shareholders to determine criteria, choose candidates and remuneration for the Company's Board of Commissioners and Directors. The Nomination and Remuneration Committee consists of:

        • Chairperson : Indra Widjaja
        • Member:
          • Toshinari Tokoi
          • Ivena Widjaja
          • Hidenori Kui
        All committee meeting documents and records are available at the Company.

    5. Sharia Supervisory Board with its position and function

      6. As a Life Insurance Company running a part of its business in the form of sharia, the Company has 2 (two) Sharia Supervisory Boards (DPS) to ensure the implementation of sharia principles consistently by the Company. The last DPS was reappointed through an Extraordinary General Meeting of Shareholders (GMS) dated June 9, 2017 with the name and arrangement as follows:

      • Chairman : dr H. Endy Mohammad Astiwara, MA
      • Member : DR H. Ahmadi Sukarno, Lc, M.Ag.

    6. Sharia Supervisory Board Meeting

      7. In 2018, Sinarmas MSIG Life has conducted 5 (five) DPS meetings both face-to-face and letters circulated and reviewed and signed by DPS.

      Attendance of Board of Sharia Supervisory meetings for the period January to December 2018:

      No. Name Position Number of Attendance Percentage of Attendance (%)
      1. dr H. Endy Mohammad Astiwara, MA Ketua 64 100
      2. DR H. Ahmadi Sukarno, Lc, M.Ag. Anggota 64 100

    7. Name of BOD with its position and function

      8. The company is led by a Board of Directors appointed by the General Meeting of Shareholders that has fulfilled the requirements determined by the applicable laws and regulations.

      In 2019, the Company's Directors consist of:

      • Hamid Hamzah (President Director)

        • The task is to coordinate the members of the board of directors in carrying out their functions and be directly responsible for the functions of Internal Audit also Legal and Compliance.

      • Ivena Widjaja (Deputy President Director)

        • Directors who are responsible for General Support, Human Capital also Compensation and Benefit.

      • Shinichiro Suzuki (Deputy President Director)

        • Directors who are responsible for Risk Management and Strategic Planning

      • Koji Saito (Director)

        • Directors are responsible for Investment, Business Process Improvement also Operation and Services.

      • Herman Sulistyo (Director)

        • Director responsible for Finance and Accounting, IT, Actuary and Sharia.

      • Gideon (Director)

        • Director responsible for All Chanel Distribution, SMiLe Career Academy, Branding and Communication also Business Development.

      Duties and Authorities of Directors:

      • Directors have the right to represent the Company inside and outside the Court regarding all matters and in all events
      • Two Directors jointly have the right and authority to act for and on behalf of the Board of Directors and represent the Company.
      • Further provisions regarding the duties and authority of the board of directors are documented in the board of directors (BOD charter) which is formed to ensure the directors carry out their functions in accordance with the provisions of statutory provisions.

    8. A description of the Directors' supporting committees:

      9. Committees established by the Board of Directors in carrying out the management functions of the company have carried out their functions in accordance with the provisions of the Financial Services Authority and the charter committee. In 2018, the committees formed by the Directors consist of:

      • Product Development & Marketing Committee
      • Distribution & Business Development Committee
      • Finance & Investment Committee
      • IT & Operation Committee
      • Risk Management Committee

      All committee meeting documents and records are available at the Company.

    9. Number of meetings conducted by the Board of Directors and attendance list

      10. During 2018 the Board of Directors meets 15 directors a year.

      The following is the attendance table of the Board of Directors meeting from January to December 2018:

      No. Name Position Details Number of Attendance Percentage of Attendance (%)
      1. Hamid Hamzah President Director - 14 93%
      2. - - End in April 2018 6 100%
      3. Ivena Widjaja Vice President Director - 12 86%
      4. Hidenori Kui Vice President Director - 12 86%
      5. Hideto Sakamoto Vice President Director End in April 2018 5 100%
      6. Koji Saito Director Start from April 2018 9 100%
      7. Herman Sulistyo Director Start from April 2018 9 100%
      8. Gideon Director Start from April 2018 8 50%

    10. Statement about the effectiveness of the implementation of the internal control system

      11. Internal Control in the Company has run quite well with a control system that is run by each business unit and overseen by the Compliance Department, where the risks arising are managed by the company's Risk Management properly, all of which are evaluated and assessed by the Interal Auditor company.

    11. Extraordinary Events in the Company

      12. Up to the end of the 2018 financial year there have been no extraordinary events experienced by the company.