2021 Board Manual
Board Manual is a text that outlines matters relating to the structure of the Board of Commissioners and the Board of Directors as well as the process of the relationship between the functions of the two organs.
According to Company’s Articles of Association Article 17 paragraph 8, it is explained that the Board of Directors together with the Board of Commissioners are required to formulate guidelines that bind each member of the Board of Directors and Board of Commissioners, in accordance with the provisions of the applicable laws and regulations.
Therefore, Board of Directors and the Board of Commissioners agreed to set binding guidelines in the form of a Board Manual with the following purpose :
- To become a reference/guideline on the main duties and work functions of the Board of Commissioners and Board of Directors in understanding the regulations related to the working procedures of the Board of Commissioners and Board of Directors;
- Improving the quality and effectiveness of working relations between organs;
- Applying GCG principles, i.e., transparency, accountability, responsibility, independence, and fairness.
Board of Directors
Board Manual regulates the requirements regarding the composition of the Board of Directors that an Insurance Company must have at least 3 (three) Directors, consisting of 1 (one) President Director and 2 (two) Directors, one of whom is in charge of the compliance function.
The general and particular duties and authorities of the Board of Directors are also regulated in the Board Manual. In particular, the authority of the Board of Directors is regulated based on the Circular Decision of the Board of Directors regarding the Division of Duties and Authorities of the Board of Directors. In addition, there are arrangements for limiting the authority of the Board of Directors that require the approval of the Board of Commissioners, which are also contained in this Board Manual.
The creation of a good working relationship between Board of Directors and the Board of Commissioners is one of the most important things, so that each organ of the Company shall work according to its function effectively and efficiently. For this matter, the Board of Directors’ Communication is listed in this Board Manual to ensure that the working relationship runs well.
The roles and responsibilities of the Board of Directors at the General Meeting of Shareholders are also explained in this Board Manual, making it easier for the Board of Directors to map out their overall roles and responsibilities to the Company.
Board of Commissioners
The Board of Commissioners consists of at least 3 (three) Commissioners consisting of 1 (one) President Commissioner and 2 (two) Commissioners, of which at least half of the total members of the Board of Commissioners is Independent Commissioners.
In general, the duties and authorities of the Board of Commissioners are clearly regulated in the Board Manual, which include establishing an Audit Committee and a Risk Monitoring Committee and may also establish a Nomination & Remuneration Committee.
The Board of Commissioners and the Board of Directors are collective positions that represent all of their members so that every working relationship between a Member of the Board of Commissioners and a Member of the Board of Directors must be known by the Members of the Board of Commissioners and other members of the Board of Directors as listed in the Communications of the Board of Commissioners in this Board Manual.
The Board Manual also describes the reporting and accountability of the Board of Commissioners to the Regulator and the reporting of the Board of Directors which requires the approval of the Board of Commissioners to be submitted to the Regulator. In addition, the role of the Board of Commissioners in holding the General Meeting of Shareholders, especially in the case of requests for holding the General Meeting of Shareholders and becoming the Chairman of the Meeting is stated in the Board Manual.
Sharia Supervisory Board
As an insurance company that operates part of its business based on Sharia Principles, the Company is required to have a Sharia Supervisory Board (“DPS”). Members of the DPS are prohibited from concurrently serving as members of the Board of Directors or members of the Board of Commissioners in an Insurance Company that operates part of its business based on the same Sharia Principles. Members of the DPS may only hold concurrent positions as members of the Board of Directors, members of the Board of Commissioners, or members of the DPS in a maximum of 4 (four) other financial service institutions. The DPS consists of 1 (one) sharia expert or more who are appointed by the GMS on the recommendation of the National Sharia Council of the Majelis Ulama Indonesia.
DPS is required to ensure effective, precise, and fast decision making and can act independently, not having interests that can interfere with its ability to carry out tasks independently and critically. DPS is required to carry out the task of supervising and providing advice and suggestions to the Board of Directors so that business activities are in accordance with Sharia Principles.