Good Corporate Governance
Corporate Governance Commitment
PT Lippo General Insurance Tbk (the Company) puts the Corporate Governance aspect as the foundation of the Company's commitment to build trust and good reputation from all shareholders and stakeholders.
Corporate governance practices in the Company adapt the principles of Good Corporate Governance (GCG) that apply in Indonesia with the aim of building ethical business towards Good Corporate Citizens.
Guidelines for implementing GCG in the Company are adjusted to the provisions in Law Number 40 of 2007 concerning Limited Liability Companies, POJK Financial Services Authority Regulation Number 73 / POJK.05 / 2016 concerning Good Corporate Governance ("POJK Number 73 / POJK.05 / 2016 ") As well as other relevant laws and regulations and uphold the principles of Transparency, Accountability, Responsibility, Independence and Fairness in all of the Company's business and operational activities.
The objectives of implementing GCG in the Company include to:
- Ensuring the long-term sustainability of the Company's business.
- Ensuring the achievement of the Company's targets and objectives.
- Increase confidence in the Company, both from internal and external parties.
- Increasing the Company's competitive advantage amid the insurance industry competition in Indonesia, and
- Protect the interests of shareholders and stakeholders by prioritizing the Company's compliance with all laws and regulations.
The manifestation of the GCG commitment is supported by the existence of corporate governance guidelines, the audit committee charter and the internal audit charter as well as corporate organs that have a clear separation of duties and responsibilities and are free from all forms of conflict of interest.
Relations and Organizational Structure of the Company
The management of the Company is carried out through a structure consisting of three Company organs namely the General Meeting of Shareholders (GMS), the Board of Commissioners and the Board of Directors. In addition, the Company's GCG practices are also supported by the existence of Committees under the Board of Commissioners and Directors as well as the Company's Corporate Secretary who serves as the Company's liason officer with stakeholders. The composition of the composition of the Board of Commissioners and Directors has been adjusted to the requirements of POJK Number 73 / POJK.05 / 2016, as follows:
|Board of Commissioners Composition
|Benny Haryanto Djie||President Commissioner|
|Frans Lamury||Independent Commissioner|
|Jamilah Mawira Sungkar*||Independent Commissioner|
*) Effective as Independent Commissioner since 24 October 2019
|Board of Directors
|Agus Benjamin||President Director|
|Gilbert D. Naibaho||Director|
|Satini Kartika Sari||Corporate Secretary|
Organizational structure: (see appendix)
The Board of Commissioners and Directors of the Company have prepared the Committees required in accordance with POJK Number 73 / POJK.05 / 2016 to assist the implementation of GCG in the Company, which consists of:
- Audit Committee (see attachment)
The Audit Committee assists the Board of Commissioners in monitoring and ensuring the effectiveness of the internal control system and the implementation of the duties of the internal auditor and external auditor by monitoring and evaluating the planning and carrying out of audits in order to assess the adequacy of internal controls including the financial reporting process.
- Investment Committee (see attachment)
The Investment Committee assists the Board of Directors in carrying out investment management in the Company, including formulating and determining investment policies with the principle of prudence, overseeing the implementation of investment policies that have been set by the Company by taking into account the provisions of legislation in the insurance and capital market related to investment, improving periodic investment policies and strategies, propose to the Directors and work units that manage investments for alternative investment instruments that are competitive and safe, as well as maintaining compliance between investments and liabilities by taking into account the Company's policy guidelines and investment strategies which are regulated separately.
- Governance Policy Committee (see attachment)
The Corporate Governance Policy Committee assists the Board of Commissioners in reviewing the Good Corporate Governance policies compiled by the Directors and assesses the consistency of the implementation of Good Corporate Governance, including those related to business ethics and corporate social responsibility.
- Risk Monitoring Committee (see attachment)
The Risk Monitoring Committee assists the Board of Commissioners in monitoring the implementation of risk management prepared by the Directors and assesses the risk tolerance that can be taken by the Company.
- Product Development Committee (see attachment)
The Product Development Committee is responsible to the members of the Board of Directors who oversees the function of developing insurance products in preparing a strategic plan for the development and marketing of insurance products as part of the strategic plan of the Company's business activities and evaluating the suitability and performance of insurance products to be marketed.
- Remuneration and Nomination Committee (see attachment)
The Remuneration and Nomination Committee assists the Board of Commissioners in determining the remuneration policy and selection criteria and nomination procedures for prospective members of the Board of Commissioners, members of the Board of Directors, and executive officers of the Company.
Company Code of Ethics
In order to encourage participation in the development and implementation of actions that benefit the community and stakeholders and thereby maintain and enhance public trust in the Company, the Company is guided by the Company's Code of Ethics and the Company's cultural values.
The following are some of the key points of the Code that apply to the Board of Commissioners, Directors and all employees. The Code of Ethics serves as a guideline for taking action in accordance with the Company's values and business ethics:
The Company's employees are required to provide professional services with integrity. Integrity puts honesty above personal gain and interests.
The Company's employees are required to maintain objectivity and inform the President Director of the Company if there is a conflict between his personal interests and the interests of the Company or the client. The Company's employees are prohibited from engaging in personal transactions and are required to avoid conflicts of interest with clients to maintain objectivity in decision making.
- Information about ownership rights and confidential information
During and after a term of office in the Company, employees are prohibited from leaking information about ownership rights and confidential information about the Company, clients or suppliers to third parties except with the authority of the Company's Directors or other authorized parties based on applicable laws and regulations. The information includes business plans, client lists, employee information, nonpublic information, about clients or technology or systems including software.
- Media and Mass Publishing
In the case of representatives from the media, local or international, trying to obtain information from employees about the Company, employees are required to report the matter to the Director of Finance. Only designated spokespersons, usually members of the Board of Directors, are entitled to speak on behalf of the Company to the media.
- Proper Employee Management
The Company is fully committed to providing equal employment opportunities. All employees of the Company are entitled to career development in accordance with their talents and performance. Employees are not permitted to judge a colleague's performance based on ethnicity, nationality, gender, religion or affiliation / special relationship.
- Harassment and Intimidation
Verbal and written communication inside and outside the office environment must be free from statements that intimidate others. Company employees are prohibited from using the Company's communication system to electronically send texts or images that contain ethnic slurs, racial insults or other comments that can be interpreted as pornography, harassment or insults to others.