Financial Services Authority Regulation Number 7 of 2023 Concerning Governance and Institutional Structure of Joint Venture Insurance Companies

FINANCIAL SERVICES AUTHORITY
REPUBLIC OF INDONESIA
COPY
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 7 OF 2023
CONCERNING
GOVERNANCE AND INSTITUTIONAL STRUCTURE OF
JOINT VENTURE INSURANCE COMPANIES
BY THE GRACE OF THE ALMIGHTY GOD
THE COMMISSIONER COUNCIL OF THE FINANCIAL SERVICES AUTHORITY, Considering: that in order to implement the provisions of Article 54 paragraph (5), Article 55 paragraph (10), Article 60 paragraph (13), Article 63 paragraph (5), Article 64 paragraph (11), Article 65 paragraph (8), Article 66 paragraph (3), Article 68 paragraph (8), Article 69 paragraph (4), Article 70 paragraph (8), Article 73 paragraph (9), Article 74 paragraph (3), Article 75 paragraph (6), Article 77 paragraph (11), and Article 78 paragraph (5) of Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector and Article 35 paragraph (5), Article 42 paragraph (4), Article 44 paragraph (3), Article 45 paragraph (3), and Article 51 paragraph (4) of Law Number 40 of 2014 concerning Insurance as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector, it is necessary to establish a Financial Services Authority Regulation concerning Governance and Institutional Structure of Joint Venture Insurance Companies; Considering: 1. Law Number 21 of 2011 concerning the Financial Services Authority (State Gazette of the Republic of Indonesia Year 2011 Number 111, Supplement to the State Gazette of the Republic of Indonesia Number 5253) as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);

Law Number 40 of 2014 concerning Insurance (State Gazette of the Republic of Indonesia Year 2014 Number 337, Supplement to the State Gazette of the Republic of Indonesia Number 5618) as amended by Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector (State Gazette of the Republic of Indonesia Year 2023 Number 4, Supplement to the State Gazette of the Republic of Indonesia Number 6845);
DECIDING:
Establishing: FINANCIAL SERVICES AUTHABILITY REGULATION CONCERNING GOVERNANCE AND INSTITUTIONAL STRUCTURE OF JOINT VENTURE INSURANCE COMPANIES.

CHAPTER I
GENERAL PROVISIONS
Article 1
In this Financial Services Authority Regulation, the following terms are defined as:

Joint Venture Insurance Company, hereinafter referred to as Joint Venture, is a legal entity that conducts insurance business and is owned by members, which existed at the time Law Number 40 of 2014 concerning Insurance was enacted.
Articles of Association are the Articles of Association of the Joint Venture.
Members are policyholders in the Joint Venture.
Joint Venture Organs are the General Members' Meeting, the Board of Directors, and the Board of Commissioners.
General Members' Meeting of the Joint Venture, hereinafter abbreviated as GMS, is an organ that has authority not granted to the Board of Directors or the Board of Commissioners of the Joint Venture within the limits determined in the Law concerning the development and strengthening of the financial sector.
GMS Participants are Members who are entitled to attend the GMS, selected by the selection committee through a specific mechanism.
Selection Committee is a committee tasked with selecting GMS Participants.
Joint Venture Board of Directors is a Joint Venture Organ authorized and responsible for managing the Joint Venture for the interests of the Joint Venture, in accordance with the purpose and objectives of the Joint Venture, and representing the Joint Venture both inside and outside the court in accordance with the Law concerning the development and strengthening of the financial sector.
Joint Venture Board of Commissioners is a Joint Venture Organ tasked with conducting general and/or specific supervision in accordance with the Law concerning the development and strengthening of the financial sector, and providing advice to the Joint Venture Board of Directors.
Controller is a party that directly or indirectly has the ability to influence actions and/or determine the Joint Venture Board of Directors, Joint Venture Board of Commissioners, or entities equivalent to the Joint Venture Board of Directors or Board of Commissioners in legal entities in the form of cooperatives, joint ventures, pension funds, or other legal entities.
Stakeholders are parties who have interests in the Joint Venture, directly or indirectly, including policyholders, insured parties, beneficiaries, Members, employees, creditors, suppliers of goods and services, and/or the government.
Affiliation is a relationship between an individual or legal entity with one or more individuals or other legal entities, such that one of them can influence the management or policies of the other or other legal entities, or vice versa.
Conflict of Interest is a state where there is a conflict between the economic interests of the Joint Venture and the personal economic interests of Members, GMS Participants, members of the Joint Venture Board of Directors, members of the Joint Venture Board of Commissioners, and/or employees of the Joint Venture.
Liquidation Team is a team tasked with conducting liquidation, formed by the GMS or the Financial Services Authority.

CHAPTER II
GOOD CORPORATE GOVERNANCE FOR JOINT VENTURES
First Section
Governance Principles
Article 2
(1) Joint Ventures must implement good corporate governance, including investment management, risk management, and internal controls, in conducting business activities. (2) In implementing good corporate governance as referred to in paragraph (1), Joint Ventures must apply the principles of prudence, transparency, accountability, responsibility, professionalism, and fairness. (3) Joint Ventures must formulate an internal control system and internal procedures regarding the implementation of good corporate governance as referred to in paragraph (1). (4) Joint Ventures, in setting and managing premiums from policyholders, must calculate the risks and benefits that will be obtained by policyholders or insured parties to ensure that the Joint Venture does not fail to fulfill its obligations to policyholders or insured parties.
Article 3
The implementation of good corporate governance principles as referred to in Article 2 paragraph (2) must be formulated in a guideline containing at least:
a. the execution of duties and responsibilities of the Joint Venture Board of Directors and Joint Venture Board of Commissioners; b. the completeness and execution of duties of committees and work units that perform internal control functions;
c. handling Conflicts of Interest;
d. the application of compliance, internal audit, and external audit functions; e. the application of risk management, including internal control systems and the application of information technology governance; f. the application of remuneration policies; g. transparency of financial and non-financial conditions; and h. business plans.

Second Section
Articles of Association
Article 4
The Articles of Association must contain at least:
a. name and domicile; b. purpose and objectives, as well as business activities;
c. duration of establishment;
d. rights and obligations of Members; e. procedures for the utilization of profits by Members and the burdening of losses among Members; f. authority, organization, membership, selection, term of office, and dismissal of GMS Participants; g. procedures for nomination, appointment, replacement, and dismissal of members of the Joint Venture Board of Directors and Joint Venture Board of Commissioners; h. procedures for conducting and making decisions in meetings of the Joint Venture Board of Directors and Joint Venture Board of Commissioners;
i. changes in legal entity form; and
j. dissolution of the Joint Venture.
Article 5
(1) Changes to the Articles of Association are determined in the GMS.
(2) The Joint Venture Board of Directors must submit changes to the Articles of Association as referred to in paragraph (1) to the Financial Services Authority within a maximum of 7 (seven) working days after being determined in the GMS to obtain approval. (3) The Financial Services Authority provides approval or rejection of changes to the Articles of Association as referred to in paragraph (2). (4) Approval or rejection of changes to the Articles of Association is provided by the Financial Services Authority within a maximum of 30 (thirty) working days from the date the application for approval of changes to the Articles of Association is received by the Financial Services Authority. (5) In the event that the Financial Services Authority provides rejection as referred to in paragraph (3), the Articles of Association in effect are the previous Articles of Association. (6) Changes to the Articles of Association that have received approval from the Financial Services Authority must be stated in a notarial deed in the Indonesian language within a maximum of 7 (seven) working days from receiving approval from the Financial Services Authority.
Article 6
(1) Joint Ventures must announce changes to the Articles of Association that have been stated in a notarial deed as referred to in Article 5 paragraph (6) in the Supplement to the State Gazette of the Republic of Indonesia. (2) The announcement as referred to in paragraph (1) is carried out within a maximum of 15 (fifteen) working days from the date of the change to the Articles of Association. (3) Joint Ventures must submit a copy of the notarial deed regarding changes to the Articles of Association as referred to in Article 5 paragraph (6) and proof of announcement as referred to in paragraph (1) to the Financial Services Authority within a maximum of 7 (seven) working days from the announcement of changes to the Articles of Association in the Supplement to the State Gazette of the Republic of Indonesia.
Article 7
(1) The Financial Services Authority may order Joint Ventures to make changes to the Articles of Association to realize business operations in accordance with good corporate governance principles in accordance with provisions regulated in this Financial Services Authority Regulation and insurance legislation. (2) Joint Ventures must execute the order from the Financial Services Authority to make changes to the Articles of Association as referred to in paragraph (1). (3) The GMS must determine changes to the Articles of Association within a maximum of 30 (thirty) working days from the order of the Financial Services Authority as referred to in paragraph (1).

Third Section
Joint Venture Membership
Article 8
(1) Members consist of:
a. individual policyholders who are Indonesian citizens; and b. policyholders who are legal entities, institutions, groups, or associations subject to Indonesian law. (2) In the event that policyholders are legal entities, institutions, groups, or associations subject to Indonesian law as referred to in paragraph (1) letter b, membership in the Joint Venture is represented by managers or parties designated by the policyholders.
Article 9
Membership in the Joint Venture as referred to in Article 8 paragraph (1) ends if:
a. the Member dies; b. the Member no longer has insurance policies with the Joint Venture for 6 (six) consecutive months; or
c. membership must end in accordance with legislation.
Article 10
(1) Members have the right:
a. to be selected as GMS Participants in accordance with requirements and mechanisms as regulated in legislation; and b. to receive all profits from business activities in accordance with legislation. (2) Members must:
a. comply with the Articles of Association and decisions agreed upon in the GMS; and b. bear all losses from business activities in accordance with legislation. (3) Joint Ventures must clearly state the rights and obligations of Members in the policy.

Fourth Section
General Members' Meeting
Paragraph 1
Authority of the GMS
Article 11
(1) The GMS has the authority:
a. to determine general policies in the fields of organization, governance, management, budget, and business; b. to determine the Articles of Association and its amendments;
c. to appoint, replace, and dismiss members of the Joint Venture Board of Directors and/or members of the Joint Venture Board of Commissioners;
d. to request information from the Joint Venture Board of Directors and/or the Joint Venture Board of Commissioners in the execution of their respective duties; e. to determine salaries, allowances, and/or honoraria for members of the Joint Venture Board of Directors and members of the Joint Venture Board of Commissioners; f. to determine the utilization of profits and burdening of losses among Members; g. to determine the transfer of assets or insurance portfolios; h. to determine public accountants based on the proposal of the Joint Venture Board of Commissioners;
i. to evaluate and approve work plans and budgets;
j. to assess and approve annual reports which at least contain financial reports audited by public accountants, management reports conducted by the Joint Venture Board of Directors, and supervision reports conducted by the Joint Venture Board of Commissioners; k. to determine approval of follow-up steps in the context of financial rehabilitation;
l. to approve proposals for changes in legal entity form;
m. to decide on the dissolution of the Joint Venture; and n. to form a Liquidation Team in the context of the dissolution of the Joint Venture.
(2) GMS Participants must exercise their authority as the GMS as referred to in paragraph (1) in good faith, with prudence, and full responsibility for the interests of the Joint Venture, and in accordance with the purpose and objectives of the Joint Venture. (3) Every decision of the GMS and the execution of GMS authority is carried out through the GMS.

Paragraph 2
Organization of the GMS
Article 12
(1) The organization of the GMS may be conducted physically and/or through teleconference media, video conferencing, or other electronic media facilities that allow all GMS Participants to see and hear each other directly and participate in the meeting. (2) In the event that the organization of the GMS as referred to in paragraph (1) is conducted physically, the GMS is held at the domicile of the Joint Venture or at the place where the Joint Venture conducts its business activities. (3) The location of the physical GMS as referred to in paragraph (2) must be located within the territory of the Republic of Indonesia.
Article 13
(1) The GMS consists of the Annual GMS and the Extraordinary GMS.
(2) The Annual GMS is held twice, consisting of:
a. the first Annual GMS to assess and approve annual reports; and b. the second Annual GMS to evaluate and approve work plans and budgets.
(3) The first Annual GMS as referred to in paragraph (2) letter a must be convened by the Joint Venture Board of Directors within a maximum of 6 (six) months after the fiscal year ends. (4) The second Annual GMS as referred to in paragraph (2) letter b must be convened by the Joint Venture Board of Directors no later than before the start of the next fiscal year. (5) The Extraordinary GMS may be held at any time based on needs for the interests of the Joint Venture. (6) The Extraordinary GMS as referred to in paragraph (5) may be conducted based on:
a. a request from at least 2/3 (two-thirds) of the number of GMS Participants during their membership period; b. a request from the Joint Venture Board of Commissioners;
c. a proposal from the Joint Venture Board of Directors with the approval of the Joint Venture Board of Commissioners; or
d. an order from the Financial Services Authority.
Article 14
(1) Requests for the organization of the Extraordinary GMS by GMS Participants as referred to in Article 13 paragraph (6) letter a and orders for the organization of the Extraordinary GMS by the Financial Services Authority as referred to in Article 13 paragraph (6) letter d are submitted to the Joint Venture Board of Directors in writing with reasons and copied to the Joint Venture Board of Commissioners. (2) Requests for the organization of the Extraordinary GMS by the Joint Venture Board of Commissioners as referred to in Article 13 paragraph (6) letter b are submitted to the Joint Venture Board of Directors in writing with reasons.
Article 15
The Joint Venture Board of Directors informs the agenda and materials to be discussed and decided in the GMS to the Financial Services Authority.
Article 16
(1) The Joint Venture Board of Directors summons GMS Participants before the organization of the GMS.
(2) The summons of GMS Participants as referred to in paragraph (1) is delivered in writing within a maximum of 14 (fourteen) working days before the date of the GMS. (3) The summons of GMS Participants must include the date, time, place, agenda, and materials of the meeting that have been informed to the Financial Services Authority, along with information that GMS materials can be accessed electronically from the date of the summons of GMS Participants until the date the GMS is held. (4) In the event that the summons of GMS Participants does not comply with the provisions as referred to in paragraph (2) and paragraph (3), the GMS decision remains valid if all GMS Participants are present and the decision is approved by all GMS Participants. (5) The GMS is prohibited from discussing agenda and materials different from the agenda and materials stated in the summons as referred to in paragraph (2).
Article 17
(1) In the event that the Joint Venture Board of Directors does not convene the first Annual GMS within the time limit as referred to in Article 13 paragraph (3), the Joint Venture Board of Commissioners must convene the first Annual GMS within a maximum of 30 (thirty) working days calculated from the time limit as referred to in Article 13 paragraph (3). (2) In the event that the Joint Venture Board of Directors does not convene the second Annual GMS within the time limit as referred to in Article 13 paragraph (4), the Joint Venture Board of Commissioners must convene the second Annual GMS within a maximum of 30 (thirty) working days calculated from the time limit as referred to in Article 13 paragraph (4). (3) The organization of the Annual GMS by the Joint Venture Board of Commissioners as referred to in paragraph (1) and paragraph (2) is carried out in accordance with the provisions as referred to in Article 15 and Article 16. (4) In the event that the Joint Venture Board of Commissioners does not convene the Annual GMS within the time limit as referred to in paragraph (1) and paragraph (2), the Financial Services Authority issues an order to the Joint Venture Board of Directors to convene the Annual GMS. (5) The Joint Venture Board of Directors must convene the Annual GMS no later than 30 (thirty) working days from receiving the order from the Financial Services Authority.
Article 18
In the event that the work plan and budget for the next fiscal year have not been determined through the second Annual GMS, the work plan and budget of the previous fiscal year apply until the work plan and budget for the next fiscal year are determined.
Article 19
(1) In the event that there is a request or order to hold an Extraordinary GMS as referred to in Article 13 paragraph (6) letter a, letter b, and letter d, the Joint Venture Board of Directors must convene the Extraordinary GMS within a maximum of 30 (thirty) working days calculated from the date of receiving the request or order. (2) In the event that the Joint Venture Board of Directors does not convene the Extraordinary GMS within the time limit as referred to in paragraph (1), the Joint Venture Board of Commissioners must convene the Extraordinary GMS within a maximum of 30 (thirty) working days calculated from the end of the time limit as referred to in paragraph (1). (3) The organization of the Extraordinary GMS by the Joint Venture Board of Commissioners as referred to in paragraph (2) is carried out in accordance with the provisions as referred to in Article 15 and Article 16. (4) In the event that the Joint Venture Board of Commissioners does not convene the Extraordinary GMS as referred to in paragraph (2) which is a proposal from GMS Participants as referred to in Article 13 paragraph (6) letter a within the time limit as referred to in paragraph (2), GMS Participants submit a request for permission to hold the GMS and inform the agenda and materials to be discussed and decided in the GMS to the Financial Services Authority. (5) The Financial Services Authority may grant permission for the organization of the Extraordinary GMS as referred to in paragraph (4). (6) The organization of the Extraordinary GMS upon request from GMS Participants as referred to in paragraph (4) is carried out in accordance with the provisions as referred to in Article 16. (7) In the event that the Financial Services Authority grants permission for the organization of the Extraordinary GMS as referred to in paragraph (5), the approval letter from the Financial Services Authority must contain at least provisions regarding:
a. the date, time, and place of the GMS; and b. the agenda of the GMS.
Article 20
(1) The GMS is declared valid if it meets the quorum.
(2) The GMS is declared to meet the quorum if GMS Participants present have reached 2/3 (two-thirds) of the GMS Participants.
(3) Quorum fulfillment can be calculated based on direct attendance and/or participation of GMS Participants through teleconference media, video conferencing, or other electronic media facilities that allow all GMS Participants to see and hear each other directly, and participate in the meeting. (4) In the event that the attendance quorum as referred to in paragraph (2) is not achieved, a second GMS with the same agenda is held within a maximum of 30 (thirty) days from the date of the previous GMS that did not meet the quorum. (5) In the summons to GMS Participants for the second GMS as referred to in paragraph (4), it must be stated that the first GMS was held but quorum was not achieved. (6) In the event that the second GMS does not meet the quorum as referred to in paragraph (2), the Financial Services Authority determines the quorum limit for the third GMS based on the request of the Joint Venture. (7) The summons of GMS Participants for the third GMS must be delivered no later than 7 (seven) working days after the date of quorum determination by the Financial Services Authority as referred to in paragraph (6). (8) In the summons of GMS Participants for the third GMS, it must be stated that the second GMS was held and did not achieve quorum, and the third GMS will be held with the quorum determined by the Financial Services Authority.
Article 21
(1) GMS decisions are taken based on deliberation for consensus.
(2) In the event that consensus as referred to in paragraph (1) is not achieved, decisions are taken based on the majority of votes from GMS Participants present. (3) In taking decisions based on the majority of votes as referred to in paragraph (2), 1 (one) GMS Participant has 1 (one) vote.
Article 22
(1) In every organization of the GMS, GMS Participants appoint a meeting chairperson who is selected from and by GMS Participants.
(2) The meeting chairperson must create GMS minutes which are approved and signed by all GMS Participants present.
(3) GMS minutes as referred to in paragraph (2) must contain at least:
a. the date of the GMS; b. the agenda of the GMS;
c. GMS Participants;
d. opinions developed in the GMS; e. dissenting opinions in the GMS, if any; and f. GMS decisions.
(4) GMS minutes as referred to in paragraph (3) must be stated in a notarial deed.
(5) The notarial deed as referred to in paragraph (4) must be submitted to the Financial Services Authority no later than 14 (fourteen) working days calculated from the date of the GMS.
Article 23
(1) In making decisions, the GMS must strive to protect the interests of all parties, particularly the interests of Members, insured parties, and/or beneficiaries. (2) GMS decisions are prohibited from contradicting insurance legislation. (3) The Financial Services Authority has the authority to cancel GMS decisions in the event that:
a. it is assessed to potentially endanger the interests of the Joint Venture;

b. assessed as potentially endangering the insurance industry; and/or
c. inconsistent with applicable legislation.

Article 24
(1) Participants of the RUA are personally and jointly liable for losses incurred by the Joint Venture in cases where they are at fault or negligent in exercising their authority in accordance with applicable legislation. (2) Participants of the RUA cannot be held liable for losses as referred to in paragraph (1) if they can prove:
a. the loss was not caused by their fault or negligence; b. they exercised their authority in good faith and with prudence for the benefit of the Joint Venture, Members, and in accordance with the purpose and objectives of the Joint Venture; and
c. they did not have any Conflict of Interest, direct or indirect, in the exercise of authority that resulted in losses.

Paragraph 3
RUA Membership

Article 25
(1) Participants of the RUA have the right:
a. to attend or participate and exercise voting rights in the RUA; b. to obtain information related to the Joint Venture from the Board of Directors and/or the Board of Commissioners of the Joint Venture, as long as it relates to the RUA agenda and does not conflict with the interests of the Joint Venture; and
c. to receive only reasonable cost reimbursement and honoraria for their attendance or participation in the RUA.
(2) Participants of the RUA are prohibited from:
a. requesting and/or receiving facilities for personal interests other than costs and/or honoraria for attending the RUA; b. influencing the Board of Directors or the Board of Commissioners of the Joint Venture in performing their duties and authorities other than through the RUA mechanism;
c. granting power of attorney to other Participants of the RUA or other parties to attend or participate and exercise voting rights in the RUA; and
d. holding concurrent positions as members of the Joint Venture's committee, members of the Board of Directors of the Joint Venture, and/or members of the Board of Commissioners of the Joint Venture.

Article 26
(1) The number of Participants of the RUA shall be an odd number, with a minimum of 11 (eleven) persons and a maximum of 15 (fifteen) persons.
(2) Participants of the RUA as referred to in paragraph (1) are representatives of Members from each electoral district.
(3) The number of electoral districts is adjusted to the number of Participants of the RUA as referred to in paragraph (1).
(4) The number of Participants of the RUA as referred to in paragraph (1) and the division of electoral districts as referred to in paragraph (2) are stipulated in the Articles of Association.

Article 27
(1) Each Member in each electoral district has the right to be elected as a Participant of the RUA.
(2) The determination of Members in each electoral district as referred to in paragraph (1) is based on the last recorded domicile data in the Joint Venture's system. (3) To be eligible for election as a Participant of the RUA, Members must meet the following general requirements:
a. Indonesian citizens; b. physically and mentally healthy;
c. having organizational experience;
d. not being members/managers of political parties, candidates/legislative members, candidates for regional heads/deputy regional heads, or regional heads/deputy regional heads; e. not currently being suspects or defendants in judicial proceedings; and f. never having been sentenced to imprisonment based on a court decision. (4) In addition to meeting the general requirements as referred to in paragraph (3), Members must also meet the following special requirements:
a. holding an active and valid insurance policy with cash value; b. the insurance policy as referred to in letter a has been running for at least 2 (two) years prior to the date of formation of the Election Committee;
c. the insurance policy as referred to in letter a will not expire within a period of 5 (five) years after the date of formation of the Election Committee; and
d. not having been a Participant of the RUA for 2 (two) consecutive periods in the previous period.
(5) In the event that a Member is an individual holding more than 1 (one) policy, the calculation of the cash value as referred to in paragraph (4) letter a is obtained from the combined cash value. (6) In the event that a Member is a manager representing a legal entity, institution, association, or group, the calculation of the cash value as referred to in paragraph (4) letter a is obtained from the combined cash value of the participants.

Paragraph 4
Election of RUA Participants

Article 28
(1) The election of RUA Participants is conducted by an Election Committee formed by the Board of Commissioners of the Joint Venture.
(2) The Board of Commissioners of the Joint Venture is required to form the Election Committee as referred to in paragraph (1) at the latest 6 (six) months before the previous term of RUA membership expires. (3) In the event that there is no Board of Commissioners of the Joint Venture or the Board of Commissioners of the Joint Venture does not form an Election Committee within the time period as referred to in paragraph (2), the Board of Directors of the Joint Venture is required to form an Election Committee. (4) The formation of the Election Committee by the Board of Directors of the Joint Venture as referred to in paragraph (3) is at the latest 5 (five) months before the previous term of RUA membership expires. (5) The term of office of the Election Committee ends upon the ratification of RUA Participants. (6) The members of the Election Committee shall be an odd number, with a minimum of 5 (five) persons and a maximum of 7 (seven) persons. (7) The Election Committee consists of elements:
a. academics in the field of insurance and/or financial services; and b. professionals in the field of insurance and/or financial services.
(8) The academic and professional elements in the members of the Election Committee as referred to in paragraph (7) must have a balanced composition.

Article 29
(1) The Election Committee, in performing its duties, must uphold integrity, independence, and professionalism.
(2) The Election Committee as referred to in paragraph (1) is responsible to:
a. the Board of Commissioners of the Joint Venture, in the event that the Election Committee is formed by the Board of Commissioners of the Joint Venture as referred to in Article 28 paragraph (1); or b. the Board of Directors of the Joint Venture, in the event that the Election Committee is formed by the Board of Directors of the Joint Venture as referred to in Article 28 paragraph (3). (3) The Board of Commissioners of the Joint Venture as referred to in paragraph (2) letter a or the Board of Directors of the Joint Venture as referred to in paragraph (2) letter b is required to submit a report on the results of the RUA Participant election to the Financial Services Authority (OJK) at the latest 15 (fifteen) working days after the candidate names for RUA Participants are elected. (4) The work result report as referred to in paragraph (3) must contain at least:
a. the process of conducting the election of RUA Participants from the beginning of the implementation until the candidate names for RUA Participants are elected; and b. a list of 5 (five) candidate names for RUA Participants along with their ranking from each electoral district established by the Election Committee.

Article 30
(1) The Election Committee is tasked with screening and selecting potential candidates for RUA Participants from each electoral district.
(2) The Election Committee, in performing its duties, may form a secretariat.
(3) The Election Committee establishes the order of 5 (five) candidate names for RUA Participants from each electoral district that have met the general requirements as referred to in Article 27 paragraph (3) and special requirements as referred to in Article 27 paragraph (4) by considering the following criteria:
a. ability and competence in representing Member interests; b. duration of membership; and
c. the amount of cash value held.
(4) The establishment of 5 (five) candidate names for RUA Participants along with their ranking as referred to in paragraph (3) is conducted within a maximum of 90 (ninety) calendar days from the formation of the Election Committee. (5) The Election Committee submits the 5 (five) selected candidate names for RUA Participants along with their ranking from each electoral district to the Board of Directors of the Joint Venture at the latest 7 (seven) working days after the establishment of RUA Participant candidates. (6) The election of RUA Participants is conducted based on the election procedures established by the Election Committee.

Article 31
(1) The Board of Directors of the Joint Venture is required to submit 1 (one) first-rank candidate for RUA Participants from each electoral district to the Financial Services Authority (OJK) to obtain approval. (2) The submission of RUA Participant candidates as referred to in paragraph (1) is conducted within a maximum of 7 (seven) working days after the Board of Directors of the Joint Venture receives the RUA Participant candidates from the Election Committee. (3) The approval of the Financial Services Authority (OJK) as referred to in paragraph (1) is given after an assessment of competence and propriety is conducted on the RUA Participant candidates. (4) The assessment of competence and propriety for RUA Participant candidates as referred to in paragraph (3) is conducted in accordance with the Financial Services Authority (OJK) Regulation regarding the assessment of competence and propriety for key parties of financial service institutions, which applies to Controllers of insurance companies that are not shareholders. (5) In the event that the RUA Participant candidates as referred to in paragraph (1) do not receive approval from the Financial Services Authority (OJK), the Board of Directors of the Joint Venture is required to submit the next candidate for RUA Participants from the same electoral district to the Financial Services Authority (OJK) to obtain approval within a maximum of 7 (seven) working days since the Financial Services Authority (OJK) submits the results of the competence and propriety assessment.

Article 32
(1) Participants of the RUA have a term of office of 5 (five) years and can be re-elected with the procedures and mechanisms for the election of RUA Participants in accordance with applicable legislation. (2) The status as a Participant of the RUA ends if the Participant of the RUA:
a. dies; b. the term of office expires; or
c. is dismissed before the term of office expires.
(3) The status of a Participant of the RUA ends due to dismissal before the term of office expires as referred to in paragraph (2) letter c, if the RUA Participant:
a. no longer meets the requirements as a Participant of the RUA as referred to in Article 27 paragraph (3) and paragraph (4) letter a; b. is no longer a Member;
c. resigns;
d. fails to attend or participate in the RUA for 3 (three) consecutive times; e. is established as a suspect with a minimum penalty threat of 5 (five) years; or f. is declared to have failed the re-assessment of competence and propriety by the Financial Services Authority (OJK). (4) The determination of the dismissal of RUA Participants as referred to in paragraph (2) is based on a decision of the RUA that is effective from the date of the RUA decision or another date established in the RUA decision. (5) In the event that the status of a Participant of the RUA ends before the term of office expires as referred to in paragraph (1) letter a and letter c, their position is replaced by a candidate for RUA Participants from the same electoral district, in accordance with the order as referred to in Article 30 paragraph (3). (6) Candidates for RUA Participants as referred to in paragraph (5) must first obtain approval from the Financial Services Authority (OJK) as referred to in Article 31 paragraph (1). (7) The replacement of RUA Participants as referred to in paragraph (5) is conducted if the remaining term of office of the replaced RUA Participant is more than 6 (six) months. (8) The replacement RUA Participant continues the remaining term of office of the replaced RUA Participant.

Part Five
Controllers

Article 33
Participants of the RUA are Controllers of the Joint Venture.

Article 34
(1) In the event that there are Controllers other than Participants of the RUA as referred to in Article 33, the Financial Services Authority (OJK) has the authority to designate other Controllers. (2) The designation of other Controllers as referred to in paragraph (1) is determined by the Financial Services Authority (OJK) based on the assessment of the Financial Services Authority (OJK) from data and information obtained both internally and externally. (3) In the designation of other Controllers as referred to in paragraph (1), the Financial Services Authority (OJK) may request the Joint Venture and/or other candidate Controllers to submit data and information supporting the appointment of other candidate Controllers, including conducting confirmation with the Joint Venture and/or other candidate Controllers. (4) The Joint Venture is required to fulfill the request of the Financial Services Authority (OJK) as referred to in paragraph (3) at the latest 20 (twenty) working days from the date of the data and information request letter.

Article 35
(1) Parties who have been designated as Controllers as referred to in Article 33 and Article 34 cannot cease to be Controllers without approval from the Financial Services Authority (OJK). (2) To obtain approval from the Financial Services Authority (OJK) as referred to in paragraph (1), the Joint Venture is required to submit a written application to the Financial Services Authority (OJK) accompanied by reasons for ceasing to be a Controller. (3) In the event that the Joint Venture has only 1 (one) Controller, to obtain approval as referred to in paragraph (1), the Joint Venture is required to first designate a new Controller. (4) In giving approval or rejection to the submitted application, the Financial Services Authority (OJK) has the authority to conduct examinations. (5) Approval or rejection of the Financial Services Authority (OJK) over the application as referred to in paragraph (2) is determined within a maximum of 20 (twenty) working days from the receipt of the complete application or the determination of the examination result report. (6) For parties who have been approved by the Financial Services Authority (OJK) to cease being Controllers in the Joint Venture, they are prohibited from exercising control over the Joint Venture.

Article 36
(1) Changes in Controllers must be reported to the Financial Services Authority (OJK).
(2) Changes in Controllers as referred to in paragraph (1) consist of:
a. addition of Controllers; b. dismissal of Controllers; and
c. replacement of Controllers.
(3) Changes in Controllers as referred to in paragraph (1) must be reported by the Board of Directors of the Joint Venture to the Financial Services Authority (OJK) at the latest 10 (ten) working days after being determined by the Joint Venture. (4) In the event that the Financial Services Authority (OJK) has approved the dismissal of Controllers as referred to in paragraph (2) letter b and the replacement of Controllers as referred to in paragraph (2) letter c by designating a new Controller, the assessment of competence and propriety over the former Controller becomes invalid.

Part Six
Board of Directors of the Joint Venture

Paragraph 1
Management of the Joint Venture

Article 37
For the interests of the Joint Venture, the management of the Joint Venture is carried out by the Board of Directors of the Joint Venture.

Article 38
(1) The Joint Venture is required to have at least 3 (three) members of the Board of Directors of the Joint Venture, one of whom is appointed as the Chief Director based on a decision of the RUA. (2) At least 1/2 (one half) of the number of members of the Board of Directors of the Joint Venture as referred to in paragraph (1) must have knowledge and experience in risk management in accordance with the business field of the Joint Venture.

Article 39
(1) The division of duties and authorities among members of the Board of Directors of the Joint Venture is determined based on a decision of the RUA.
(2) In the event that the RUA does not determine the division of duties and authorities of members of the Board of Directors of the Joint Venture as referred to in paragraph (1), the division of duties and authorities of members of the Board of Directors of the Joint Venture is determined based on a decision of the Board of Directors of the Joint Venture.

Paragraph 2
Appointment and Dismissal of Members of the Board of Directors of the Joint Venture

Article 40
Members of the Board of Directors of the Joint Venture are appointed and dismissed by the RUA.

Article 41
(1) Members of the Board of Directors of the Joint Venture as referred to in Article 40 must meet the following requirements:
a. Indonesian citizens; b. legally competent to perform legal acts;
c. capable of acting in good faith, honestly, and professionally;
d. not affiliated with other members of the Board of Directors of the Joint Venture, the Board of Commissioners of the Joint Venture, and/or Participants of the RUA; e. free from financial relationships or other relationships that can influence their ability to act independently or solely in the interest of the Joint Venture, except those related to their status as Members; f. having relevant knowledge for their position; g. capable of acting in the interest of the Joint Venture, insureds, and/or parties entitled to benefits; h. willing to prioritize the interests of the Joint Venture, insureds, and/or parties entitled to benefits over personal interests;
i. capable of making decisions based on independent and objective assessments for the interest of the Joint Venture, insureds, and/or parties entitled to benefits;
j. capable of avoiding the abuse of their authority to obtain improper personal gains or cause losses to the Joint Venture; k. having at least 5 (five) years of recent experience in the field of insurance and/or other relevant fields and having a related educational/training background; and
l. meeting other requirements established by the Financial Services Authority (OJK).
(2) Fulfillment of requirements as referred to in paragraph (1) except for letter l is proven with a signed statement letter by the candidate members of the Board of Directors of the Joint Venture, and this letter is stored by the Joint Venture.

Article 42
(1) Members of the Board of Directors of the Joint Venture are appointed for a term of office of a maximum of 5 (five) years.
(2) Members of the Board of Directors of the Joint Venture can only serve for 2 (two) consecutive terms and can be re-appointed after at least 1 (one) subsequent term. (3) The appointment, replacement, and dismissal of members of the Board of Directors of the Joint Venture are determined in a decision of the RUA. (4) The procedures for nomination, appointment, replacement, and dismissal of members of the Board of Directors of the Joint Venture are regulated in the Articles of Association.

Article 43
(1) Members of the Board of Directors of the Joint Venture appointed by the RUA can only perform their duties and authorities after obtaining approval from the Financial Services Authority (OJK). (2) The approval as referred to in paragraph (1) is given by the Financial Services Authority (OJK) after an assessment of competence and propriety is conducted. (3) The assessment of competence and propriety as referred to in paragraph (2) is implemented in accordance with the Financial Services Authority (OJK) Regulation regarding the assessment of competence and propriety for key parties of financial service institutions.

Article 44
Members of the Board of Directors of the Joint Venture are prohibited from holding concurrent positions as Participants of the RUA and/or the Board of Commissioners of the Joint Venture.

Article 45
The Joint Venture is prohibited from appointing members of the Board of Directors of the Joint Venture who have previously been members of the board of directors or members of the board of commissioners who were declared at fault or negligent causing:
a. an insurance company to be subject to business activity restriction sanctions within the last 3 (three) years prior to their appointment; b. a company in the financial services field to have its business license revoked due to violations within the last 3 (three) years prior to their appointment; and/or
c. a company in the financial services field or non-financial services field to be declared bankrupt based on a final and binding court decision within the last 5 (five) years prior to their appointment.

Article 46
(1) The Joint Venture is prohibited from appointing members of the Board of Directors of the Joint Venture who are active employees or officials of the Financial Services Authority (OJK). (2) The Joint Venture is prohibited from appointing members of the Board of Directors of the Joint Venture who are former employees or officials of the Financial Services Authority (OJK) if the relevant party ceased working from the Financial Services Authority (OJK) for less than 1 (one) year.

Article 47
(1) The term of office of members of the Board of Directors of the Joint Venture ends if:
a. they die; b. their term of office expires; or
c. they are dismissed before their term of office expires based on a decision of the RUA.
(2) Members of the Board of Directors of the Joint Venture whose positions end as referred to in paragraph (1) letter b and letter c remain responsible for their actions that have not been accepted as accountable by the RUA.

Article 48
(1) The dismissal of members of the Board of Directors of the Joint Venture as referred to in Article 47 paragraph (1) letter c is conducted if the Board of Directors of the Joint Venture:
a. no longer meets the requirements as members of the Board of Directors of the Joint Venture as referred to in Article 41 paragraph (1); b. cannot perform their duties well;
c. does not implement the Articles of Association and/or applicable legislation;
d. performs actions detrimental to the Joint Venture; e. performs actions endangering the interests of the Joint Venture; f. is declared guilty of committing a criminal offense based on a final and binding court decision; or g. resigns. (2) The dismissal of members of the Board of Directors of the Joint Venture as referred to in paragraph (1) letter a through letter e is proposed by at least 2/3 (two thirds) of the total Participants of the RUA addressed to the Board of Directors of the Joint Venture and copied to the Board of Commissioners of the Joint Venture. (3) The dismissal of members of the Board of Directors of the Joint Venture as referred to in paragraph (1) letter a through letter e is taken after the relevant member of the Board of Directors of the Joint Venture is given the opportunity to defend themselves in the RUA. (4) The dismissal of members of the Board of Directors of the Joint Venture is effective from:
a. the date of the RUA decision; or b. another date established in the RUA decision.
(5) In the event that there is a dismissal of members of the Board of Directors as referred to in paragraph (1), the RUA can appoint replacement members of the Board of Directors of the Joint Venture in accordance with the conditions and procedures for the election of members of the Board of Directors of the Joint Venture as regulated in this Financial Services Authority (OJK) Regulation and the Articles of Association.

Article 49
(1) The Board of Commissioners of the Joint Venture can dismiss members of the Board of Directors of the Joint Venture temporarily if:
a. they cannot perform their duties well; b. they do not implement the Articles of Association and/or applicable legislation;
c. there are indications of performing acts detrimental to the Joint Venture;
d. they perform actions endangering the interests of the Joint Venture; or e. they are established as suspects.
(2) Members of the Board of Directors of the Joint Venture who are temporarily dismissed are not authorized to perform management duties as referred to in Article 37. (3) Within a maximum of 60 (sixty) calendar days from the date of temporary dismissal, the RUA must be held based on the request of members of the Board of Commissioners of the Joint Venture. (4) In the RUA as referred to in paragraph (3), the relevant member of the Board of Directors of the Joint Venture is given the opportunity to defend themselves. (5) The RUA decides to revoke or uphold the temporary dismissal decision. (6) In the event that the RUA upholds the temporary dismissal decision, the relevant member of the Board of Directors of the Joint Venture is dismissed permanently. (7) If within the time period as referred to in paragraph (3) the RUA is not held or the RUA cannot make a decision, the temporary dismissal becomes void.

Paragraph 3
Duties, Authorities, and Responsibilities of the Board of Directors of the Joint Venture

Article 50
(1) The Board of Directors of the Joint Venture is tasked with managing the Joint Venture for the interests of the Joint Venture.
(2) In performing duties as referred to in paragraph (1), the Board of Directors of the Joint Venture has the authority to

establishing policies within the limits determined by the provisions of legislation.
(3) The Board of Directors of the Joint Venture is responsible to the GMP in carrying out the management of the Joint Venture.
Article 51
(1) Members of the Board of Directors of the Joint Venture are required to carry out their duties as referred to in Article 50 paragraph (1) in good faith, prudence, and full responsibility for the interests of the Joint Venture and in accordance with the purpose and objectives of the Joint Venture. (2) Members of the Board of Directors of the Joint Venture:
a. are responsible to the GMP in carrying out the management of the Joint Venture; and b. are personally and jointly and severally liable for losses to the Joint Venture if the person concerned is at fault or negligent in carrying out their duties in accordance with the provisions of legislation. (3) Members of the Board of Directors of the Joint Venture cannot be held accountable for losses as referred to in paragraph (2) letter b if they can prove:
a. the loss was not due to their fault or negligence; b. they carried out their duties in good faith and prudence for the interests of the Joint Venture, Members, and in accordance with the purpose and objectives of the Joint Venture;
c. they did not have a Conflict of Interest, either
directly or indirectly, in the execution of duties that resulted in losses; and d. they took action to prevent the occurrence or continuation of such losses.
Article 52
(1) The Board of Directors of the Joint Venture, either individually or jointly, is authorized to represent the Joint Venture both inside and outside of court. (2) The authority of the Board of Directors of the Joint Venture to represent the Joint Venture as referred to in paragraph (1) is unlimited and unconditional, unless otherwise determined by legislation, the Articles of Association, or a decision of the GMP.
Article 53
(1) Members of the Board of Directors of the Joint Venture are not authorized to represent the Joint Venture if:
a. a legal case arises in court between the Joint Venture and the Member of the Board of Directors of the Joint Venture concerned; or

b. the Member of the Board of Directors of the Joint Venture concerned has a Conflict of Interest with the Joint Venture.
(2) In the event of circumstances as referred to in paragraph (1), the following may represent the Joint Venture:
a. other Members of the Board of Directors of the Joint Venture who do not have a Conflict of Interest with the Joint Venture; b. the Board of Commissioners of the Joint Venture in the event that all Members of the Board of Directors of the Joint Venture have a Conflict of Interest with the Joint Venture; or
c. another party appointed by the GMP in the event that all
Members of the Board of Directors of the Joint Venture and the Board of Commissioners of the Joint Venture have a Conflict of Interest with the Joint Venture. Paragraph 4 Obligations, Rights, and Prohibitions of the Board of Directors of the Joint Venture
Article 54
(1) The Board of Directors of the Joint Venture is required to:
a. create a list of Members; b. create minutes of the Board of Directors of the Joint Venture meetings;
c. create and submit an annual report
to the GMP after review by the Board of Commissioners no later than 6 (six) months after the end of the fiscal year; d. create and submit other reports required by legislation; e. maintain all lists of Members, minutes of meetings, annual reports, reports required by legislation, and other documents of the Joint Venture; f. ensure effective, accurate, and timely decision-making, and act independently, without interests that could disturb their ability to carry out duties independently and critically; g. comply with the Articles of Association, internal regulations of the Joint Venture, and the provisions of legislation; h. ensure the implementation and application of good corporate governance for the Joint Venture in accordance with the provisions of legislation in the insurance sector;
i. ensure that the Joint Venture considers
the interests of all parties, especially the interests of Members, policyholders, and/or parties entitled to receive benefits; j. ensure that information regarding the Joint Venture is provided to the Board of Commissioners of the Joint Venture timely and completely;

k. prepare a work plan and budget before the start of the upcoming fiscal year; and
l. determine the amount of reasonable costs and remuneration for GMP Participants.
(2) All lists of Members, minutes of meetings, annual reports, other reports required by the provisions of legislation and other documents of the Joint Venture as referred to in paragraph (1) letter e are stored at the domicile of the Joint Venture.
Article 55
(1) The Board of Directors of the Joint Venture is required to hold Board of Directors meetings regularly at least 1 (one) time in 1 (one) month.
(2) The results of the Board of Directors of the Joint Venture meetings as referred to in paragraph (1) must be recorded in the minutes of the Board of Directors of the Joint Venture meetings and documented properly. (3) Differences of opinion occurring in the decisions of the Board of Directors meetings must be clearly stated in the minutes of the meeting, accompanied by the reasons for the difference of opinion. (4) Members of the Board of Directors of the Joint Venture who attended or did not attend the Board of Directors meeting have the right to receive a copy of the minutes of the Board of Directors meeting. (5) The number of Board of Directors meetings held and the number of attendance of Board of Directors Members must be included in the report on the implementation of good corporate governance for the Joint Venture.
Article 56
(1) Members of the Board of Directors of the Joint Venture are required to disclose regarding:
a. their share ownership in other companies located domestically and/or abroad; and b. financial relationships and/or family relationships with other Members of the Board of Directors of the Joint Venture, members of the Board of Commissioners of the Joint Venture, and/or GMP Participants, to the Joint Venture, GMP Participants, and the Financial Services Authority. (2) Disclosure of share ownership by Members of the Board of Directors of the Joint Venture to the Financial Services Authority is submitted in the report on the implementation of good corporate governance for the Joint Venture in accordance with the provisions of legislation in the insurance sector.
Article 57
(1) The Board of Directors of the Joint Venture is required to obtain approval from the Board of Commissioners of the Joint Venture or the GMP for:
a. transferring the assets of the Joint Venture; or

b. using the assets of the Joint Venture as collateral for debt.
(2) The request for approval from the Board of Commissioners of the Joint Venture or the GMP as referred to in paragraph (1) is made for transactions exceeding a certain value. (3) The certain value as referred to in paragraph (2) is determined in the Articles of Association.
Article 58
The Board of Directors of the Joint Venture is required to ensure that the assets and business locations, as well as facilities of the Joint Venture, meet the provisions of legislation in the field of environmental conservation, health, and occupational safety.
Article 59
The Board of Directors of the Joint Venture has the right to appoint one or more persons as representatives or proxies to perform certain legal acts on behalf of and for the Joint Venture by granting a special power of attorney established in a power of attorney letter.
Article 60
(1) In carrying out management duties as referred to in
Article 50 paragraph (1), the Board of Directors of the Joint Venture
has the right to receive salaries, allowances, and/or remuneration.
(2) Provisions regarding the amount of salaries, allowances, and/or remuneration of Members of the Board of Directors of the Joint Venture as referred to in paragraph (1) are determined in the GMP. (3) The authority of the GMP as referred to in paragraph (2) can be delegated to the Board of Commissioners of the Joint Venture. (4) In the event that the authority of the GMP is delegated to the Board of Commissioners of the Joint Venture as referred to in paragraph (3), the amount of salaries, allowances, and/or remuneration as referred to in paragraph (2) is determined based on the decision of the meeting of the Board of Commissioners of the Joint Venture.
Article 61
Members of the Board of Directors of the Joint Venture are prohibited from:
a. conducting transactions that have a Conflict of Interest with the activities of the Joint Venture; b. using their position for personal, family, and/or other parties' interests that could harm or decrease the profits of the Joint Venture;
c. taking and/or receiving personal benefits from
the Joint Venture, other than salaries, allowances, and/or remuneration that have been determined; or

d. fulfilling requests from GMP Participants other than those established in the provisions of this Financial Services Authority Regulation, the Articles of Association, and/or decisions of the GMP.
Article 62
(1) Members of the Board of Directors of the Joint Venture are prohibited from holding concurrent positions in other companies except as members of the board of commissioners in 1 (one) other company that has a different business field. (2) Concurrent positions as referred to in paragraph (1) do not apply if the Member of the Board of Directors of the Joint Venture holds a concurrent position as a member of the board of commissioners in a subsidiary company under the conditions:
a. the Member of the Board of Directors of the Joint Venture is responsible for supervision over the participation in the subsidiary company controlled by the Joint Venture; and b. the concurrent position does not result in the Member of the Board of Directors of the Joint Venture neglecting the execution of duties and authority of the Member of the Board of Directors of the Joint Venture. (3) The Chief Executive Officer of the Joint Venture is prohibited from holding a concurrent position as a member of the board of commissioners in a subsidiary company controlled by the Joint Venture. Paragraph 5 Obligations Resulting from Bankruptcy Due to Fault or Negligence of the Board of Directors of the Joint Venture and Cancellation of Appointment of the Board of Directors of the Joint Venture
Article 63
(1) In the event of bankruptcy due to fault or negligence of a Member of the Board of Directors of the Joint Venture in carrying out management duties and the assets of the Joint Venture are insufficient to pay all obligations of the Joint Venture resulting from such bankruptcy, the Member of the Board of Directors of the Joint Venture is jointly and severally liable for the unpaid obligations. (2) The responsibility as referred to in paragraph (1) also applies to Members of the Board of Directors of the Joint Venture who were formerly appointed as Members of the Board of Directors of the Joint Venture within a period of 5 (five) years before the declaration of bankruptcy judgment is pronounced. (3) Board Members are not liable for the bankruptcy of the Joint Venture as referred to in paragraph (1) if they can prove:
a. the bankruptcy was not due to their fault or negligence; b. they carried out management in good faith and prudence for the interests of the Joint Venture, Members, and in accordance with the purpose and objectives of the Joint Venture;

c. they did not have a Conflict of Interest, either
directly or indirectly, regarding the management actions taken; and d. they took action to prevent the occurrence of bankruptcy.
Article 64
(1) The appointment of Members of the Board of Directors of the Joint Venture as referred to in Article 45 is void ab initio from the moment other Members of the Board of Directors of the Joint Venture or the Board of Commissioners of the Joint Venture learn that the requisite conditions are not met and the other Members of the Board of Directors of the Joint Venture or the Board of Commissioners of the Joint Venture notify the Member of the Board of Directors of the Joint Venture concerned. (2) Non-compliance with the provisions as referred to in paragraph (1) is proven with evidence that can be accounted for. (3) Within a maximum period of 7 (seven) working days counting from the date of knowledge, other Members of the Board of Directors of the Joint Venture or the Board of Commissioners of the Joint Venture are required to announce the cancellation of the appointment of the Member of the Board of Directors of the Joint Venture in a daily newspaper with circulation that is widespread and notify it to the Financial Services Authority. (4) Legal acts performed for and on behalf of the Joint Venture by a Member of the Board of Directors of the Joint Venture as referred to in paragraph (1) before the cancellation of their appointment remain binding and become the responsibility of the Joint Venture. (5) Legal acts performed for and on behalf of the Joint Venture by a Member of the Board of Directors of the Joint Venture as referred to in paragraph (1) after the cancellation of their appointment are invalid and become the personal responsibility of the Member of the Board of Directors of the Joint Venture. (6) The provisions as referred to in paragraph (4) do not reduce the responsibility of the Member of the Board of Directors of the Joint Venture for losses to the Joint Venture as referred to in
Article 51 paragraph (2) letter b and Article 63
paragraph (1).
Part Seven
Board of Commissioners
Paragraph 1
Supervision by the Board of Commissioners
Article 65
Supervision of the Joint Venture is carried out by the Board of Commissioners of the Joint Venture.

Article 66
(1) The Board of Commissioners of the Joint Venture as referred to in
Article 65 consists of at least 3 (three) Members of the Board of Commissioners of the Joint Venture, one of whom is appointed as the Chairman of the Board
of Commissioners of the Joint Venture based on a decision of the GMP.
(2) At least 1/2 (one half) of the number of members of the Board of Commissioners of the Joint Venture are independent commissioners.
(3) Members of the Board of Commissioners of the Joint Venture cannot act individually, but rather based on a decision of the Board of Commissioners of the Joint Venture. Paragraph 2 Appointment and Dismissal of Members of the Board of Commissioners of the Joint Venture
Article 67
Members of the Board of Commissioners of the Joint Venture are appointed and dismissed by the GMP.
Article 68
(1) Members of the Board of Commissioners of the Joint Venture as referred to in
Article 67 must meet the following requirements:
a. Indonesian citizens; b. capable of performing legal acts;
c. able to act in good faith, honest,
and professional; d. not affiliated with the Board of Directors of the Joint Venture, other Members of the Board of Commissioners of the Joint Venture, and/or GMP Participants; e. free from financial relationships or other relationships that could affect their ability to act independently or act solely for the interests of the Joint Venture, except those related to their status as a Member; f. possess relevant knowledge for their position; g. able to act in the interests of the Joint Venture, policyholders, and/or parties entitled to receive benefits; h. willing to prioritize the interests of the Joint Venture, policyholders, and/or parties entitled to receive benefits over personal interests;

i. able to make decisions based on
independent and objective assessments for the interests of the Joint Venture, policyholders, and/or parties entitled to receive benefits; j. able to prevent abuse of authority to obtain undue personal benefits or cause losses to the Joint Venture; and k. other requirements determined by the Financial Services Authority. (2) In addition to the requirements as referred to in paragraph (1), independent Members of the Board of Commissioners of the Joint Venture must also meet the following requirements:
a. are not Members; b. free from any interests and business activities or other relationships that could be interpreted as hindering or reducing the ability of independent commissioners to act and think independently for the interests of the Joint Venture;
c. have not held a position on the Board of Directors of the Joint
Venture in the last 1 (one) year; and d. other requirements determined by the Financial Services Authority.
(3) Compliance with the requirements as referred to in paragraph (1) and paragraph (2) is proven with a statement letter signed by the candidate for Member of the Board of Commissioners and the letter is stored by the Joint Venture.
Article 69
(1) Members of the Board of Commissioners of the Joint Venture are appointed for a period of maximum 5 (five) years.
(2) Members of the Board of Commissioners of the Joint Venture can only serve for 2 (two) consecutive terms and can be reappointed after at least 1 (one) subsequent term. (3) Appointment, replacement, and dismissal of Members of the Board of Commissioners of the Joint Venture are determined in a decision of the GMP. (4) Members of the Board of Commissioners of the Joint Venture are appointed by considering the composition of the Board of Commissioners of the Joint Venture based on their term of office. (5) Procedures for nomination, appointment, replacement, and dismissal of Members of the Board of Commissioners of the Joint Venture are regulated in the Articles of Association.

Article 70
(1) Members of the Board of Commissioners of the Joint Venture who have been appointed by the GMP can only carry out their duties and authorities after obtaining approval from the Financial Services Authority. (2) Approval as referred to in paragraph (1) is given by the Financial Services Authority after a fitness and propriety assessment is conducted. (3) The fitness and propriety assessment as referred to in paragraph (2) is carried out in accordance with the Financial Services Authority Regulation regarding fitness and propriety assessment for key parties of financial service institutions.
Article 71
Members of the Board of Commissioners of the Joint Venture are prohibited from holding concurrent positions as GMP Participants and/or Members of the Board of Directors of the Joint Venture.
Article 72
The Joint Venture is prohibited from appointing a Member of the Board of Commissioners of the Joint Venture who has previously been a member of the board of directors or a member of the board of commissioners who has been declared guilty or negligent causing:
a. an insurance company to be subject to business activity restrictions within the last 3 (three) years prior to their appointment; b. a company in the financial service sector to have its business license revoked due to violations within the last 3 (three) years prior to their appointment; and/or
c. a company in the financial service sector or in the
non-financial service sector declared bankrupt based on a final and binding court judgment within the last 5 (five) years prior to their appointment.
Article 73
(1) The Joint Venture is prohibited from appointing a Member of the Board of Commissioners of the Joint Venture who is an active employee or official of the Financial Services Authority. (2) The Joint Venture is prohibited from appointing a Member of the Board of Commissioners of the Joint Venture who is a former employee or official of the Financial Services Authority if the person concerned ceased working from the Financial Services Authority for less than 6 (six) months.

Article 74
(1) The term of office of a Member of the Board of Commissioners of the Joint Venture ends if:
a. death; b. the end of their term of office; or
c. dismissal before the end of their term of office
based on a decision of the GMP.
(2) Members of the Board of Commissioners of the Joint Venture whose term of office ends as referred to in paragraph (1) letters b and c remain responsible for their actions that have not yet been accepted as accountable by the GMP.
Article 75
(1) Dismissal of a Member of the Board of Commissioners of the Joint Venture as referred to in Article 74 paragraph (1) letter c is carried out if the Member of the Board of Commissioners of the Joint Venture:
a. no longer meets the requirements as a Member of the Board of Commissioners of the Joint Venture as referred to in
Article 68 paragraph (1) and paragraph (2);
b. is unable to carry out their duties well;
c. does not implement the Articles of Association and/or
provisions of legislation; d. takes actions that harm the Joint Venture; e. takes actions that endanger the interests of the Joint Venture; f. is declared guilty of committing a criminal offense based on a court judgment that has obtained final legal force; or g. resigns. (2) Dismissal of a Member of the Board of Commissioners of the Joint Venture as referred to in paragraph (1) letters a to e is proposed by at least 2/3 (two thirds) of the total GMP Participants addressed to the Board of Directors of the Joint Venture, copied to the Board of Commissioners of the Joint Venture. (3) Dismissal of a Member of the Board of Commissioners of the Joint Venture as referred to in paragraph (1) letters a to e is taken after the Member of the Board of Commissioners of the Joint Venture concerned has been given the opportunity to defend themselves in the GMP. (4) Dismissal of a Member of the Board of Commissioners of the Joint Venture takes effect from:
a. the date of the GMP decision; or

b. another date determined in the GMP decision.
(5) In the event of dismissal of a Member of the Board of Commissioners of the Joint Venture as referred to in paragraph (1), the GMP may appoint a replacement Member of the Board of Commissioners of the Joint Venture in accordance with the conditions and procedures for selecting Members of the Board of Commissioners of the Joint Venture as regulated in this Financial Services Authority Regulation and the Articles of Association. Paragraph 3 Duties, Authorities, and Responsibilities of the Board of Commissioners of the Joint Venture
Article 76
The Board of Commissioners of the Joint Venture is tasked with:
a. supervising the management of the Joint
Venture carried out by the Board of Directors of the Joint Venture; b. providing advice to the Board of Directors in carrying out management activities of the Joint Venture; and
c. supervising the implementation of the selection
of GMP Participants by the Election Committee.
Article 77
In carrying out their duties as referred to in
Article 76, the Board of Commissioners of the Joint Venture is authorized to:
a. jointly or individually request the Board of Directors of the Joint Venture to provide information, data, and documents of the Joint Venture; b. recommend dismissal and/or appointment of the Board of Directors of the Joint Venture to the GMP;
c. temporarily dismiss a Member of the Board of Directors of the Joint
Venture; d. submit proposals for candidate public accountants to the GMP; e. appoint the Election Committee; and f. carry out other authorities in the context of supervisory duties and advice provision as long as they do not contradict the provisions of legislation and the Articles of Association.
Article 78
The Board of Commissioners of the Joint Venture is responsible to the GMP for the implementation of duties as referred to in
Article 76 and the exercise of authorities as referred to
in Article 77.

Article 79
(1) Members of the Board of Commissioners of the Joint Venture are required to carry out their duties as referred to in Article 76 in good faith, prudence, and full responsibility for the interests of the Joint Venture, and in accordance with the purpose and objectives of the Joint Venture. (2) Members of the Board of Commissioners of the Joint Venture are fully personally and jointly and severally liable for losses to the Joint Venture if the person concerned is at fault or negligent in carrying out their duties in accordance with the provisions of legislation. (3) Members of the Board of Commissioners of the Joint Venture cannot be held accountable for losses as referred to in paragraph (2) if they can prove:
a. they have supervised the management of the Joint Venture carried out by the Board of Directors in good faith and prudence for the interests of the Joint Venture, Members, and in accordance with the purpose and objectives of the Joint Venture; b. they have supervised the implementation of the selection of GMP Participants by the Election Committee in good faith and prudence for the interests of the Joint Venture, Members, and in accordance with the purpose and objectives of the Joint Venture;
c. they did not have personal interests, either
directly or indirectly, regarding the management actions of the Board of Directors of the Joint Venture that resulted in losses; and d. they have provided advice to the Board of Directors of the Joint Venture to prevent the occurrence or continuation of such losses.
Article 80
(1) The Articles of Association may establish the granting of authority to the Board of Commissioners of the Joint Venture to provide approval or assistance to the Board of Directors of the Joint Venture in performing certain legal acts. (2) In the event that the Articles of Association establish the granting of authority to the Board of Commissioners of the Joint Venture to provide approval or assistance to the Board of Directors of the Joint Venture in performing certain legal acts, the legal acts of the Board of Directors of the Joint Venture without the approval of the Board of Commissioners of the Joint Venture remain binding on the Joint Venture as long as the other parties in the legal act act in good faith.

Article 81
(1) Based on the Articles of Association or a decision of the General Meeting of Shareholders, the Board of Commissioners of the Joint Venture may carry out the management duties of the Joint Venture in certain circumstances and for a specific period. (2) The Board of Commissioners of the Joint Venture carrying out the management duties of the Joint Venture as referred to in paragraph (1):
a. is not required to obtain approval from the Financial Services Authority; and b. all provisions regarding the rights, authorities, and obligations of the Board of Directors of the Joint Venture towards the Joint Venture and third parties apply.

Paragraph 4
Obligations, Rights, and Prohibitions of the Board of Commissioners of the Joint Venture

Article 82
The Board of Commissioners of the Joint Venture is obligated to:
a. ensure effective, precise, and rapid decision-making, and be able to act independently, without interests that could interfere with their ability to perform their duties independently and critically; b. supervise the Board of Directors of the Joint Venture in maintaining the balance of interests of all parties, particularly the interests of Members, policyholders, and/or parties entitled to receive benefits;
c. submit reports in the exercise of their duties and authorities to the General Meeting of Shareholders;
d. prepare a report on the activities of the Board of Commissioners of the Joint Venture, which is part of the report on the implementation of good corporate governance for the Joint Venture in accordance with insurance legislation regulations; e. monitor the effectiveness of the implementation of good corporate governance for the Joint Venture in accordance with insurance legislation regulations; and f. maintain documents or records of the work results of the Selection Committee.

Article 83
(1) The Board of Commissioners of the Joint Venture is obligated to hold Board of Commissioners meetings regularly at least 1 (one) time in 1 (one) month.
(2) Board of Commissioners meetings of the Joint Venture as referred to in paragraph (1) within a 1 (one) year period are conducted with the following provisions:
a. at least 4 (four) meetings, among which at least one involves inviting the Board of Directors of the Joint Venture; and b. at least 1 (one) meeting, among which at least one involves inviting a public accountant. (3) Members of the Board of Commissioners of the Joint Venture are obligated to attend Board of Commissioners meetings of the Joint Venture for at least 80% (eighty percent) of the total number of Board of Commissioners meetings in a 1 (one) year period. (4) Board of Commissioners meetings of the Joint Venture as referred to in paragraph (1) must be attended in person by all members of the Board of Commissioners of the Joint Venture at least 4 (four) times in 1 (one) year. (5) The results of Board of Commissioners meetings of the Joint Venture as referred to in paragraph (1) must be recorded in the minutes of the Board of Commissioners meetings of the Joint Venture and documented properly. (6) Differences of opinion occurring in the decisions of the Board of Commissioners meetings of the Joint Venture must be clearly stated in the minutes of the Board of Commissioners meetings of the Joint Venture, accompanied by the reasons for the differences of opinion. (7) Members of the Board of Commissioners of the Joint Venture who are present or absent from the Board of Commissioners meetings of the Joint Venture are entitled to receive copies of the minutes of the Board of Commissioners meetings of the Joint Venture. (8) The number of Board of Commissioners meetings of the Joint Venture held and the number of attendances by members of the Board of Commissioners of the Joint Venture must be included in the report on the implementation of good corporate governance for the Joint Venture.

Article 84
(1) Members of the Board of Commissioners of the Joint Venture are obligated to disclose regarding:
a. their share ownership in other companies located within and/or outside the country; and b. financial relationships and/or family relationships with other members of the Board of Commissioners of the Joint Venture, members of the Board of Directors of the Joint Venture, and/or Participants of the General Meeting of Shareholders, to the Joint Venture, Participants of the General Meeting of Shareholders, and the Financial Services Authority. (2) Disclosure of share ownership by members of the Board of Commissioners of the Joint Venture to the Financial Services Authority is submitted in the report on the implementation of good corporate governance for the Joint Venture in accordance with insurance legislation regulations.

Article 85
(1) In carrying out their duties as referred to in Article 76, the Board of Commissioners of the Joint Venture is entitled to receive salaries, allowances, and/or honorariums. (2) Provisions regarding the amount of salaries, allowances, and/or honorariums for members of the Board of Commissioners of the Joint Venture as referred to in paragraph (1) are determined by the General Meeting of Shareholders.

Article 86
(1) Members of the Board of Commissioners of the Joint Venture are prohibited from:
a. holding concurrent positions as members of the board of commissioners or members of the board of directors in insurance companies with similar business fields; b. conducting transactions that have Conflicts of Interest with the activities of the Joint Venture;
c. utilizing their position in the Joint Venture for personal, family, and/or other parties' interests that can harm or reduce the profits of the Joint Venture;
d. taking and/or receiving personal benefits from the Joint Venture, other than salaries, allowances, and/or honorariums determined based on the General Meeting of Shareholders; or e. interfering in the operational activities of the Joint Venture that are the responsibility of the Board of Directors of the Joint Venture. (2) In addition to the prohibitions as referred to in paragraph (1), independent commissioners are prohibited from holding concurrent positions as directors in other companies affiliated with the Joint Venture.

Paragraph 5
Obligations as a Result of Bankruptcy Due to Fault or Negligence of the Board of Commissioners of the Joint Venture and the Annulment of the Appointment of the Board of Commissioners of the Joint Venture

Article 87
(1) In the event of bankruptcy due to the fault or negligence of the Board of Commissioners of the Joint Venture in carrying out their duties and the assets of the Joint Venture are insufficient to pay all obligations of the Joint Venture resulting from such bankruptcy, members of the Board of Commissioners of the Joint Venture are jointly and severally liable with members of the Board of Directors of the Joint Venture for the unpaid obligations. (2) The liability as referred to in paragraph (1) also applies to members of the Board of Commissioners of the Joint Venture who were at fault or negligent and have previously served as members of the Board of Commissioners of the Joint Venture within a period of 5 (five) years before the declaration of bankruptcy is pronounced. (3) Members of the Board of Commissioners of the Joint Venture cannot be held accountable for the bankruptcy of the Joint Venture as referred to in paragraph (1) if they can prove:
a. the bankruptcy was not due to their fault or negligence; b. they have carried out their duties in good faith and with prudence for the interests of the Joint Venture, Members, and in accordance with the purpose and objectives of the Joint Venture;
c. they do not have personal interests, directly or indirectly, regarding the management actions by the Board of Directors of the Joint Venture that resulted in bankruptcy; and
d. they have provided advice to the Board of Directors of the Joint Venture to prevent the occurrence of bankruptcy.

Article 88
(1) The appointment of members of the Board of Commissioners of the Joint Venture as referred to in Article 72 is void ab initio from the time other members of the Board of Commissioners of the Joint Venture or the Board of Directors of the Joint Venture know that the requirements referred to are not met and other members of the Board of Commissioners of the Joint Venture or the Board of Directors of the Joint Venture notify the member of the Board of Commissioners of the Joint Venture. (2) Non-compliance with the provisions as referred to in paragraph (1) is proven with accountable evidence. (3) Within a maximum period of 7 (seven) working days from the time it is known, the Board of Directors of the Joint Venture or other members of the Board of Commissioners of the Joint Venture are obligated to announce the annulment of the appointment of the member of the Board of Commissioners of the Joint Venture in a daily newspaper with wide circulation and notify the Financial Services Authority. (4) Legal acts performed by members of the Board of Commissioners of the Joint Venture for and on behalf of the Board of Commissioners of the Joint Venture before their appointment is annulled as referred to in paragraph (1) remain binding and become the responsibility of the Joint Venture. (5) Legal acts performed for and on behalf of the Joint Venture by members of the Board of Commissioners of the Joint Venture as referred to in paragraph (1) after their appointment is annulled are invalid and become the personal responsibility of the member of the Board of Commissioners of the Joint Venture. (6) Provisions as referred to in paragraph (4) do not reduce the responsibility of members of the Board of Commissioners of the Joint Venture for losses to the Joint Venture as referred to in Article 79 paragraph (2) and Article 87 paragraph (1).

Part Eight
Compliance Function

Article 89
(1) The Joint Venture is obligated to have a member of the Board of Directors of the Joint Venture who oversees the compliance function.
(2) The member of the Board of Directors of the Joint Venture who oversees the compliance function as referred to in paragraph (1) cannot be held concurrently by a member of the Board of Directors of the Joint Venture who oversees the insurance technical function, financial function, or marketing function.

Article 90
(1) The Joint Venture is obligated to have a work unit or employees who carry out the compliance function.
(2) The work unit or employees as referred to in paragraph (1) are tasked with assisting the Board of Directors of the Joint Venture in ensuring compliance with legislation regulations. (3) The work unit or employees as referred to in paragraph (1) are responsible to the member of the Board of Directors of the Joint Venture who oversees the compliance function.

Part Nine
Public Accountants

Article 91
(1) The General Meeting of Shareholders determines the public accountant based on the proposal of the Board of Commissioners of the Joint Venture.
(2) The public accountant as referred to in paragraph (1) must be registered with the Financial Services Authority.
(3) The submission of the proposal for the public accountant as referred to in paragraph (1) must be accompanied by:
a. reasons for the proposal and the amount of honorarium or service fees for the public accountant; b. a statement of willingness signed by the public accountant to be free from the influence of the Board of Directors of the Joint Venture, the Board of Commissioners of the Joint Venture, and interested parties in the Joint Venture; and
c. a statement of willingness signed by the public accountant to provide information related to the results of their audit to the Financial Services Authority.

Article 92
The Joint Venture is obligated to provide all accounting records and supporting data necessary for the public accountant.

Part Ten
Remuneration Practices and Policies

Article 93
(1) The Joint Venture is obligated to implement a remuneration policy for members of the Board of Directors of the Joint Venture, members of the Board of Commissioners of the Joint Venture, and employees, which encourages behavior based on prudent principles aligned with the long-term interests of the Joint Venture, as well as fair treatment for Members, policyholders, and/or parties entitled to receive benefits. (2) The remuneration policy as referred to in paragraph (1) must consider at least:
a. financial performance and fulfillment of obligations of the Joint Venture as regulated in legislation regulations; b. individual work performance;
c. fairness with comparable life insurance companies; and
d. the long-term objectives and strategies of the Joint Venture.

Part Eleven
Joint Venture Committees

Article 94
(1) The Board of Directors of the Joint Venture is obligated to form an investment committee.
(2) Members of the investment committee as referred to in paragraph (1) consist of at least:
a. members of the Board of Directors of the Joint Venture who oversee the investment management function; and b. the actuary of the Joint Venture.
(3) The investment committee as referred to in paragraph (1) is tasked with assisting the Board of Directors of the Joint Venture in formulating investment policies and supervising the implementation of established investment policies.

Article 95
(1) The Board of Directors of the Joint Venture is obligated to form a committee or work unit for insurance product development.
(2) The committee or work unit as referred to in paragraph (1) performs the following tasks:
a. preparing strategic plans for the development and marketing of insurance products as part of the strategic plan for the Joint Venture's business activities; b. evaluating the suitability of new insurance products to be marketed with the strategic plan for the development and marketing of insurance products; and
c. evaluating the performance of insurance products and proposing changes or cessation of their marketing.
(3) The committee or work unit as referred to in paragraph (1) is responsible to the member of the Board of Directors of the Joint Venture who oversees the insurance product development function.

Article 96
(1) In carrying out their duties as referred to in Article 76, the Board of Commissioners of the Joint Venture is obligated to form:
a. an audit committee; and b. a risk monitoring committee.
(2) One of the members of the committee as referred to in paragraph (1) is an independent commissioner who simultaneously serves as the chairman of the committee. (3) One of the members of the audit committee as referred to in paragraph (1) letter a is another party outside the Joint Venture who does not have an Affiliation relationship that can influence their ability to act independently. (4) In addition to the committees as referred to in paragraph (1), the Board of Commissioners of the Joint Venture may form other committees to support the implementation of the duties of the Board of Commissioners of the Joint Venture. (5) The committees as referred to in paragraph (1) and paragraph (4) are responsible to the Board of Commissioners of the Joint Venture.

Article 97
(1) The audit committee as referred to in Article 96 paragraph (1) letter a is tasked with assisting the Board of Commissioners of the Joint Venture in monitoring and ensuring the effectiveness of the internal control system and the implementation of duties by internal and external auditors by monitoring and evaluating the planning and implementation of audits to assess the adequacy of internal controls including the financial reporting process. (2) The risk monitoring committee as referred to in Article 96 paragraph (1) letter b is tasked with assisting the Board of Commissioners of the Joint Venture in monitoring the implementation of risk management formulated by the Board of Directors of the Joint Venture and assessing the risk tolerance that can be taken by the Joint Venture.

Article 98
Further provisions regarding the formation, composition of members, and term of office of the committees as referred to in Article 96 follow the provisions of the Financial Services Authority regarding the formation, composition of members, and term of office of committees on the board of commissioners of insurance companies, Sharia insurance companies, reinsurance companies, and Sharia reinsurance companies.

Part Twelve
Investment Governance

Article 99
(1) The Joint Venture is obligated to formulate written investment policies and strategies.
(2) Compliance with the investment policies and strategies as referred to in paragraph (1) is evaluated periodically, at least 1 (one) time in 1 (one) year.
(3) The investment policies and strategies as referred to in paragraph (1) must contain at least:
a. the asset and liability profile of the Joint Venture; b. the alignment between the duration of assets and the duration of liabilities of the Joint Venture;
c. investment objectives;
d. target levels of expected investment returns, including investment return benchmarks used; e. valuation basis and qualitative limits for each type of investment asset; f. maximum allocation limits for investment for each type of investment asset; g. maximum limit of the proportion of the Joint Venture's assets that can be placed with one party; h. maximum limit of assets not placed in the form of investment;
i. investment objects that cannot be used for investment placement;
j. minimum liquidity level of the Joint Venture's investment portfolio to support the availability of funds for insurance benefit payments; k. supervision and reporting systems for the implementation of investment management;
l. provisions regarding the use of investment managers, investment advisors, experts, and other service providers used in investment management;
m. provisions on the use of derivative instruments and other structured financial products for hedging purposes; n. restrictions on investment transaction authorities for each management level and their accountability; and o. actions to be taken against the Board of Directors of the Joint Venture for violations of investment policies. (4) The investment policies and strategies as referred to in paragraph (1) must:
a. be determined by the Board of Directors of the Joint Venture; b. be socialized to employees involved in investment management; and
c. be submitted to the Financial Services Authority at the latest 20 (twenty) working days after being determined by the Board of Directors of the Joint Venture.

Article 100
(1) The Board of Directors of the Joint Venture is obligated to formulate an annual investment management plan containing at least:
a. a plan for the composition of investment types; b. estimated investment return levels for each type of investment; and
c. considerations underlying the plan for the composition of investment types.
(2) The annual investment management plan as referred to in paragraph (1) must reflect the investment policies and strategies.

Article 101
In managing investments, the Board of Directors of the Joint Venture is obligated to conduct:
a. analysis of investment risks which at least includes market risk, liquidity risk, and operational risk, as well as contingency plans in the event of an increase in investment risk; and b. adequate and documented studies in placing, maintaining, and releasing investments.

Article 102
The Board of Directors of the Joint Venture is obligated to make investment decisions with:
a. professionalism; b. applying prudent principles; and
c. optimizing the value of the Joint Venture for Stakeholders, particularly policyholders, policyholders, and/or parties entitled to receive benefits.

Article 103
The Joint Venture is obligated to have a work unit or employees who carry out the investment management function meeting the following provisions:
a. carrying out the analysis function and executing, monitoring, and reporting on investment management; b. having and applying internal control systems and procedures to ensure that investments are conducted in accordance with investment policies and strategies and do not violate legislation regulations; and
c. having integrity, expertise, and experience in the field of investment.

Article 104
(1) Joint Ventures that place investments in capital market investment instruments must account for securities with parties that do not have an Affiliation relationship with the Joint Venture. (2) Joint Ventures that have investments in the form of shares traded on the stock exchange must have information access that allows for direct monitoring of their investment portfolio mutations. (3) Joint Ventures that have at least 50% (fifty percent) of their managed investment portfolio in the form of shares, corporate bonds, and/or corporate sukuk, are obligated to have investment field experts who have passed the exam as investment manager representatives.

Article 105
(1) The Joint Venture may outsource its investment management to other parties.
(2) Outsourcing of investment management to other parties as referred to in paragraph (1) must meet the following provisions:
a. the other party has a business license as a securities company conducting business as an investment manager from the Financial Services Authority; b. the other party is not subject to administrative sanctions in the form of business activity restrictions or business activity suspension by the Financial Services Authority at the time the investment management outsourcing agreement is in effect;
c. the other party has an investment manager representative with experience managing funds of at least Rp500,000,000,000.00 (five hundred billion rupiah) at the time of appointment as the investment manager for the Joint Venture; and
d. the investment manager representative as referred to in letter c is not currently or has never been subject to administrative sanctions by the Financial Services Authority within the last 5 (five) years. (3) Outsourcing of investment management to other parties must meet provisions regarding the type, limits, and assessment of investments as referred to in the Financial Services Authority Regulation regarding financial health for insurance companies in the form of legal entity Joint Ventures. (4) The Joint Venture is prohibited from outsourcing investment management to other parties that have an Affiliation relationship with the Joint Venture.

Article 106
(1) Outsourcing of investment management to other parties as referred to in Article 105 paragraph (1) must be recorded in a written agreement in the form of a notarial deed. (2) The written agreement as referred to in paragraph (1) must contain at least the following provisions:
a. rights and obligations of each party; b. types and limits of investment instruments;
c. the amount of costs charged;
d. types and routine reports on the management of the investment in question; e. the Joint Venture's right to obtain information and other documents related to the management of the investment in question; f. compensation for damages in the event the other party violates cooperation provisions or negligence by the other party causes losses to the Joint Venture; g. accounting of assets managed by the other party with a custodian that does not have an Affiliation relationship with the Joint Venture and the other party; h. dispute resolution and termination of the agreement; and
i. the willingness of the parties to provide information related to the management of the Joint Venture's investments to the Financial Services Authority.

Article 107
(1) The Board of Directors of the Joint Venture is obligated to monitor and conduct studies on the investment placement portfolio of the Joint Venture carried out by other parties. (2) In the event that the investment placement portfolio carried out by other parties experiences significant performance decline and/or endangers the financial health of the Joint Venture, the Board of Directors of the Joint Venture is obligated to take steps to improve the investment placement portfolio. (3) Outsourcing of investment management to other parties as referred to in Article 105 paragraph (1) does not reduce the responsibility of the Board of Directors of the Joint Venture in investment management.

Part Thirteen
Risk Management

Article 108
(1) The Joint Venture is obligated to apply risk management effectively.
(2) The implementation of risk management as referred to in paragraph (1) is carried out in accordance with the Financial Services Authority Regulation regarding the implementation of risk management for non-bank financial service institutions.

Article 109
(1) The Joint Venture is obligated to apply risk management effectively in the use of information technology.
(2) The effective implementation of risk management in the use of information technology as referred to in paragraph (1) is carried out in accordance with the Financial Services Authority Regulation regarding information technology risk management for non-bank financial service institutions.

Part Fourteen
Information Openness

Article 110
(1) The Joint Venture is obligated to provide information to the Financial Services Authority completely and on time.
(2) The Joint Venture is obligated to have a reliable financial reporting system for supervision purposes.

Article 111
(1) The Joint Venture is obligated to disclose to the Financial Services Authority regarding important matters, including:
a. the resignation or dismissal of the public accountant and/or actuary of the Joint Venture; b. the resignation or dismissal of members of the Board of Directors of the Joint Venture, members of the Board of Commissioners of the Joint Venture, and/or Participants of the General Meeting of Shareholders;
c. material transactions with related parties;
d. material claims filed by and/or against the Joint Venture; e. significant decline in investment performance, accompanied by reasons; f. potential fraud and/or fraud incidents; g. potential Conflicts of Interest and/or ongoing Conflicts of Interest; and h. other material information regarding the Joint Venture. (2) Disclosure of important matters as referred to in paragraph (1) is included in the report on the implementation of good corporate governance for the Joint Venture. (3) The report on the implementation of good corporate governance for the Joint Venture as referred to in paragraph (2) is conducted in accordance with the Financial Services Authority Regulation regarding periodic reports of insurance companies.

Fifteenth Part
Relationship with Stakeholders
Article 112
(1) The Joint Venture must protect the interests of policyholders, insured parties, and/or parties entitled to benefits, so that such policyholders, insured parties, and/or parties entitled to benefits can receive their rights in accordance with the insurance policy. (2) To protect the rights and interests of policyholders, insured parties, and/or parties entitled to benefits as referred to in paragraph (1), the Joint Venture must do the following:
a. fulfill obligations as agreed upon with policyholders, insured parties, and/or parties entitled to benefits; b. provide good service to policyholders, insured parties, and/or parties entitled to benefits;
c. disclose material and relevant information for policyholders, insured parties, and/or parties entitled to benefits; and
d. act with integrity, competence, and good faith.

Article 113
The Joint Venture must:
a. respect the rights of Stakeholders; and b. fulfill obligations arising from provisions of legislation and/or agreements made with employees, policyholders, insured parties, and/or other Stakeholders.

Sixteenth Part
Business Ethics
Article 114
(1) The Board of Directors of the Joint Venture, the Board of Commissioners of the Joint Venture, and employees of the Joint Venture are prohibited from offering or giving anything, directly or indirectly, to other parties, to influence decision-making in violation of provisions of legislation. (2) The Board of Directors of the Joint Venture, the Board of Commissioners of the Joint Venture, and employees of the Joint Venture are prohibited from accepting anything for their own interests in violation of provisions of legislation, directly or indirectly, from anyone, which can influence decision-making.

Article 115
The Joint Venture must create guidelines on ethical behavior containing business ethics values, as a guide for the Organs of the Joint Venture and all employees of the Joint Venture.

Article 116
(1) The Joint Venture may provide donations for charitable purposes within reasonable and fair limits and without disrupting the financial health of the Joint Venture. (2) The Joint Venture may provide donations other than as referred to in paragraph (1), provided that there is no Conflict of Interest, does not conflict with provisions of legislation, and does not disrupt the financial health of the Joint Venture.

Seventeenth Part
Self-Assessment and Reporting on the Implementation of Good Corporate Governance
Article 117
(1) The Joint Venture must conduct self-assessments on the implementation of good corporate governance periodically.
(2) The self-assessment on the implementation of good corporate governance as referred to in paragraph (1) is conducted based on guidelines for good corporate governance and a self-assessment checklist.

Article 118
(1) The Joint Venture must prepare and submit a report on the implementation of good corporate governance to the Financial Services Authority at the end of each fiscal year. (2) The report on the implementation of good corporate governance as referred to in paragraph (1) consists of at least:
a. transparency of the implementation of good corporate governance, which contains at least the disclosure of all aspects of the implementation of good corporate governance principles; b. self-assessment of the implementation of good corporate governance;
c. action plans including corrective actions required and completion times and obstacles/difficulties in completion, if there are still deficiencies in the implementation of good corporate governance; and
d. disclosure of important matters as referred to in Article 111 paragraph (1).
(3) The form, structure, and method of submission of the report as referred to in paragraph (1) are implemented in accordance with the Financial Services Authority Regulation regarding periodic reports of insurance companies and its implementing provisions.

Article 119
The Financial Services Authority monitors and evaluates the report on the implementation of good corporate governance submitted by the Joint Venture as referred to in Article 118 paragraph (1).

Eighteenth Part
Administrative Sanctions
Article 120
(1) Violations of the provisions as referred to in Article 2 paragraph (1), (2), and (3), Article 3, Article 5 paragraph (2) and (6), Article 6 paragraph (1) and (3), Article 7 paragraph (2) and (3), Article 10 paragraph (2) and (3), Article 11 paragraph (2), Article 13 paragraph (3) and (4), Article 16 paragraph (5), Article 17 paragraph (1), (2), and (5), Article 19 paragraph (1) and (2), Article 22 paragraph (2) and (4), Article 23 paragraph (2), Article 25 paragraph (2), Article 28 paragraph (2) and (3), Article 29 paragraph (3), Article 31 paragraph (1) and (5), Article 34 paragraph (4), Article 35 paragraph (2), (3), and (6), Article 36 paragraph (1) and (3), Article 38 paragraph (1), Article 44, Article 45, Article 46, Article 51 paragraph (1), Article 54 paragraph (1), Article 55 paragraph (1), (2), and (3), Article 56 paragraph (1), Article 57 paragraph (1), Article 58, Article 61, Article 62 paragraph (1) and (3), Article 64 paragraph (3), Article 71, Article 72, Article 73, Article 79 paragraph (1), Article 82, Article 83 paragraph (1), (3), (4), (5), and (6), Article 84 paragraph (1), Article 86, Article 88 paragraph (3), Article 89 paragraph (1), Article 90 paragraph (1), Article 92, Article 93 paragraph (1), Article 94 paragraph (1), Article 95 paragraph (1), Article 96 paragraph (1), Article 99 paragraph (1) and (4), Article 100 paragraph (1), Article 101, Article 102, Article 103, Article 104 paragraph (1) and (3), Article 105 paragraph (2), (3), and (4), Article 106, Article 107 paragraph (1) and (2), Article 108 paragraph (1), Article 109 paragraph (1), Article 110, Article 111 paragraph (1), Article 112, Article 113, Article 114, Article 115, Article 117 paragraph (1), and Article 118 paragraph (1) are subject to administrative sanctions in the form of:
a. written warning; b. restriction of business activities, for part or all of the business activities;
c. prohibition on marketing insurance products for specific business lines; and/or
d. administrative fines; and/or e. prohibition on becoming a shareholder, controller, director, board of commissioners, or equivalent to shareholders, controllers, directors, and boards of commissioners of a legal entity in the form of a cooperative or Joint Venture, Sharia supervisory board, or holding an executive position below the director, or equivalent to an executive position below the director of a legal entity in the form of a cooperative or Joint Venture, in an insurance company. (2) The procedure and method of imposing administrative sanctions follow the Financial Services Authority Regulation regarding the procedure and method of imposing administrative sanctions in the insurance sector and the blocking of assets of insurance companies, Sharia insurance companies, reinsurance companies, and Sharia reinsurance companies.

Nineteenth Part
Reduction of Health Assessment Results
Article 121
In the event that the Financial Services Authority has imposed administrative sanctions as referred to in Article 120 and the Joint Venture does not fulfill the provisions that caused the imposition of administrative sanctions, the Financial Services Authority may:
a. reduce the health assessment results; and/or b. conduct a re-assessment of the principal parties.

CHAPTER III
UTILIZATION OF PROFITS AND ALLOCATION OF LOSSES First Part General Provisions
Article 122
(1) In carrying out its business activities, the Joint Venture must calculate profits or losses in each 1 (one) fiscal year based on applicable financial accounting standards. (2) The calculation of profits or losses as referred to in paragraph (1) is based on the profit or loss in the annual financial statements audited by a public accountant registered with the Financial Services Authority. (3) The General Assembly of Members must determine the utilization of profits or allocation of losses in each 1 (one) fiscal year, including the utilization of profits or allocation of losses among Members.

Second Part
Utilization of Profits
Article 123
(1) Profits obtained by the Joint Venture as referred to in Article 122 paragraph (1) are prohibited from being utilized except for:
a. the formation or addition of reserve funds; and/or b. distribution to Members.
(2) The utilization of profits of the Joint Venture as referred to in paragraph (1) must first obtain a recommendation from the actuary of the Joint Venture and be determined by the General Assembly of Members. (3) The amount of profit utilization used for the formation of reserve funds as referred to in paragraph (1) letter a must be determined in the Articles of Association. (4) Members entitled to receive profit utilization must have an active insurance policy from the Joint Venture during the profit calculation period. (5) Profit utilization for each Member must be calculated proportionally, fairly, and based on the calculation of the actuary of the Joint Venture during the profit calculation period. (6) The utilization of profits for distribution to Members as referred to in paragraph (1) letter b is done by:
a. insurance products that have cash value or savings, distributed by:

increasing the cash value of the policy; or
being used for payment of additional insurance policy premiums (riders) requested by Members and approved by the Joint Venture;
b. insurance products that are protection, distributed by reducing the premium amount in the next premium payment; or
c. paid in cash to Members in the event that the distributed profit distribution is larger than the next premium amount or there is no next premium payment.

Article 124
(1) The provisions on profit utilization as referred to in Article 122 and Article 123 must be included in the Articles of Association.
(2) The method of implementing the provisions on profit utilization as referred to in paragraph (1) must be included in the internal guidelines of the Joint Venture. (3) The internal guidelines of the Joint Venture as referred to in paragraph (2) must be approved in the General Assembly of Members.

Article 125
The Joint Venture is prohibited from distributing profit utilization to Members as referred to in Article 123 paragraph (1) letter b in the event that:
a. the Joint Venture does not meet the internal solvency target and/or liquidity target as regulated in the Financial Services Authority Regulation regarding financial health for insurance companies in the form of joint venture legal entities; or b. it will cause the internal solvency target and/or liquidity target as regulated in the Financial Services Authority Regulation regarding financial health for insurance companies in the form of joint venture legal entities to not be achieved.

Third Part
Allocation of Losses
Article 126
(1) Losses of the Joint Venture as referred to in Article 122 are first charged to reserve funds.
(2) In the event that reserve funds are insufficient, losses are charged to Members.
(3) The allocation of losses to Members as referred to in paragraph (2) is done to Members who have an active insurance policy from the Joint Venture during the loss calculation period. (4) The allocation of losses for each Member must be calculated proportionally, fairly, and based on the calculation of the actuary of the Joint Venture during the loss calculation period. (5) The allocation of losses as referred to in paragraph (4) is done through the following mechanism:
a. for insurance products that have cash value or savings, charged by reducing the cash value of the policy; b. for insurance products that are protection, charged by increasing the premium amount in the next premium payment; and/or
c. reducing the coverage amount of the Member's insurance policy.

Article 127
(1) The provisions on loss allocation as referred to in Article 122 and Article 126 must be included in the Articles of Association.
(2) The method of implementing the provisions on loss allocation as referred to in paragraph (1) must be included in the internal guidelines of the Joint Venture. (3) The internal guidelines as referred to in paragraph (2) must be approved in the General Assembly of Members.

Fourth Part
Administrative Sanctions and Reduction of Health Assessment Results
Article 128
(1) Violations of the provisions as referred to in Article 122 paragraph (1) and (3), Article 123 paragraph (1), (2), (3), (4), and (5), Article 124 paragraph (1) and (3), Article 125, and Article 127 paragraph (1) and (3) are subject to administrative sanctions in the form of:
a. written warning; b. restriction of business activities, for part or all of the business activities;
c. prohibition on marketing insurance products for specific business lines; and/or
d. administrative fines; and/or e. prohibition on becoming a shareholder, controller, director, board of commissioners, or equivalent to shareholders, controllers, directors, and boards of commissioners of a legal entity in the form of a cooperative or Joint Venture, Sharia supervisory board, or holding an executive position below the director, or equivalent to an executive position below the director of a legal entity in the form of a cooperative or Joint Venture, in an insurance company. (2) The procedure and method of imposing administrative sanctions follow the Financial Services Authority Regulation regarding the procedure and method of imposing administrative sanctions in the insurance sector and the blocking of assets of insurance companies, Sharia insurance companies, reinsurance companies, and Sharia reinsurance companies.

Article 129
In the event that the Financial Services Authority has imposed administrative sanctions as referred to in Article 128 and the Joint Venture does not fulfill the provisions that caused the imposition of administrative sanctions, the Financial Services Authority may:
a. reduce the health assessment results; and/or b. conduct a re-assessment of the principal parties.

CHAPTER IV
DISSOLUTION, LIQUIDATION, AND BANKRUPTCY
First Part
General Provisions
Article 130
(1) The dissolution of the Joint Venture is carried out when the business license of the Joint Venture is revoked by the Financial Services Authority.
(2) The revocation of the business license as referred to in paragraph (1) is done in the event that the Joint Venture:
a. ceases business activities; b. violates provisions of legislation; or
c. is declared bankrupt and the assets of the Joint Venture have been settled, and the bankruptcy is declared ended based on a court decision.

Second Part
Revocation of Business License Due to Cessation of Business Activities
Article 131
(1) In the event that the Joint Venture plans to cease its business activities, the Joint Venture must obtain approval in the General Assembly of Members first. (2) The plan to cease business activities as referred to in paragraph (1) is submitted by:
a. more than 1/2 (one half) of all General Assembly of Members Participants in their membership period; b. the Board of Commissioners of the Joint Venture; or
c. the Board of Directors of the Joint Venture.
(3) The plan to cease business activities of the Joint Venture must be included in the business plan of the Joint Venture.

Article 132
(1) In the event that the General Assembly of Members approves the cessation of business activities as referred to in Article 131 paragraph (1), the Joint Venture must submit the plan to cease business activities to the Financial Services Authority to obtain approval. (2) To obtain approval as referred to in paragraph (1), the plan to cease business activities must contain at least:
a. reasons for the cessation of business activities; b. a description of the condition of the Joint Venture, at least:

data regarding the amount of assets and their details;
data regarding active policies;
the number of policyholders or insured parties; and
the amount of the Joint Venture's obligations to policyholders or insured parties, and other obligations;
c. a plan to settle the Joint Venture's obligations to all creditors; and
d. a plan for dissolution or other plans after the Joint Venture has settled its obligations to all creditors and the business license of the Joint Venture has been revoked by the Financial Services Authority. (3) The plan to cease business activities as referred to in paragraph (1) must be accompanied by documents:
a. the original copy of the decision regarding the issuance of the business license of the Joint Venture or if the original copy is lost, it must be accompanied by a certified copy of the decision regarding the issuance of the business license and a statement from the Board of Directors of the Joint Venture that the original copy is lost; b. the decision of the General Assembly of Members regarding the approval of the plan to cease the business activities of the Joint Venture;
c. the latest financial statements of the Joint Venture;
d. proof of tax settlement and other obligations to the state; e. proof of settlement of Financial Services Authority levies and due administrative fines; and f. a business plan report that has included the plan to cease business activities.

Article 133
(1) The Financial Services Authority conducts an examination of the plan to cease business activities as referred to in Article 132.
(2) Based on the results of the examination as referred to in paragraph (1), within a maximum period of 20 (twenty) working days since the receipt of the complete plan to cease business activities, the Financial Services Authority issues a letter of approval or a letter of rejection of the plan to cease business activities. (3) In the event that the Financial Services Authority issues a letter of approval as referred to in paragraph (2), the Joint Venture must:
a. cease all business activities of the Joint Venture; b. announce the cessation of business activities and the plan to settle the Joint Venture's obligations in a daily newspaper with wide circulation for 3 (three) consecutive calendar days, at the latest 10 (ten) calendar days from the date of the letter of approval of the plan to cease business activities;
c. settle all obligations of the Joint Venture within a maximum period of 4 (four) months from the date of the letter of approval of the plan to cease business activities; and
d. appoint a public accountant to prepare the final balance sheet including conducting verification to ensure the settlement of all obligations of the Joint Venture.

Article 134
(1) In the event that the settlement of obligations to policyholders or insured parties is done by transferring the coverage portfolio to another company, the Joint Venture must notify the plan to transfer the coverage portfolio to policyholders or insured parties through:
a. the announcement of the cessation of business activities in a daily newspaper with wide circulation as referred to in Article 133 paragraph (3) letter b; and b. a letter to each policyholder or insured party. (2) The transfer of the coverage portfolio as referred to in paragraph (1) must not reduce the rights of policyholders or insured parties and must have taken into account the utilization of profits or allocation of losses according to the products owned.

Article 135
(1) Policyholders or insured parties of the Joint Venture whose entire coverage portfolio is to be transferred as referred to in Article 134 paragraph (1) have the right to refuse to have their coverage transferred to another company. (2) The Joint Venture must give policyholders or insured parties the opportunity to submit their refusal to transfer their coverage to another company within a period of 1 (one) month since the announcement as referred to in Article 134 paragraph (1). (3) In the event that policyholders or insured parties refuse to have their coverage transferred to another company, the coverage becomes terminated and the Joint Venture must return the rights of policyholders or insured parties after taking into account the utilization of profits or allocation of losses according to the products owned. (4) The Joint Venture must notify the rights of policyholders or insured parties as referred to in paragraph (1) and the consequences of the refusal to transfer coverage as referred to in paragraph (3) in the announcement and letter as referred to in Article 134 paragraph (1).

Article 136
The return of rights of policyholders or insured parties as referred to in Article 135 paragraph (3) is done:
a. for insurance policies that do not have a savings element, the return right is equal to the amount calculated proportionally based on the remaining coverage period on the date the policyholder or insured party submits the refusal to transfer their coverage (unearned premium), after deducting the portion of premiums paid to insurance brokers and/or agent commissions; and b. for insurance policies that have a savings element, the return right is equal to the cash value on the date the policyholder or insured party submits the refusal to transfer their coverage.

Article 137
After the Joint Venture has settled all obligations as referred to in Article 133 paragraph (3) letter c, the Board of Directors of the Joint Venture must submit a report to the Financial Services Authority which contains at least:
a. the implementation of the cessation of business activities of the Joint Venture; b. the implementation of the announcement of the cessation of business activities and the plan to settle obligations as referred to in Article 133 paragraph (3) letter b;
c. the implementation of the settlement of obligations of the Joint Venture;
d. the final balance sheet of the Joint Venture audited by a public accountant registered with the Financial Services Authority; and e. a statement from all General Assembly of Members Participants stating that all obligations of the Joint Venture have been settled.

Article 138
(1) The Financial Services Authority conducts an examination of the report submitted by the Board of Directors of the Joint Venture as referred to in Article 137. (2) Based on the results of the examination as referred to in paragraph (1), within a maximum period of 20 (twenty) working days since the receipt of the complete report, the Financial Services Authority issues a decision regarding the revocation of the business license of the Joint Venture. (3) At the latest 30 (thirty) calendar days since the date of the revocation of the business license as referred to in paragraph (2), the Joint Venture holds a General Assembly of Members. (4) The holding of the General Assembly of Members as referred to in paragraph (3) is done with the agenda of deciding on the dissolution of the Joint Venture. (5) After the General Assembly of Members decides on the dissolution of the Joint Venture, the Joint Venture announces the dissolution of the Joint Venture in the State Gazette of the Republic of Indonesia and 2 (two) daily newspapers with wide circulation. (6) If within the period as referred to in paragraph (3) the General Assembly of Members cannot be held or the General Assembly of Members can be held but fails to decide on the dissolution of the Joint Venture, the Financial Services Authority:
a. decides on the dissolution of the Joint Venture; and b. announces the dissolution of the Joint Venture in the State Gazette of the Republic of Indonesia and 2 (two) daily newspapers with wide circulation.

Article 139
Since the date of the revocation of the business license of the Joint Venture as referred to in Article 138 paragraph (2), all

obligations of the Joint Venture arising subsequently and not yet settled become the responsibility of the Members.

Part Three
Revocation of Business License Due to Violation of Legislation

Article 140
(1) In the event that the Joint Venture's business license is revoked due to a violation of legislation as referred to in Article 130 paragraph (2) letter b, the Joint Venture is required to cease business activities. (2) Participants of the EGM, the Board of Directors, the Board of Commissioners, and employees of the Joint Venture are prohibited from transferring, mortgaging, pledging, or using assets, or taking other actions that could reduce assets or decrease the value of the Joint Venture's assets since the business license of the Joint Venture was revoked as referred to in Article 130 paragraph (2) letter b.

Article 141
(1) Within a maximum of 30 (thirty) calendar days from the date of revocation of the business license due to violation of legislation as referred to in Article 130 paragraph (2) letter b, the Joint Venture is required to convene an EGM to decide on the dissolution of the Joint Venture's legal entity and form a Liquidation Team. (2) If within the period referred to in paragraph (1) the EGM cannot be convened or the EGM can be convened but fails to decide on the dissolution of the Joint Venture's legal entity and fails to form a Liquidation Team, the Financial Services Authority:
a. decides on the dissolution of the Joint Venture's legal entity and forms a Liquidation Team; b. announces the dissolution of the Joint Venture's legal entity in the State Gazette of the Republic of Indonesia and 2 (two) daily newspapers with wide circulation;
c. orders the Liquidation Team to carry out liquidation in accordance with legislation; and
d. orders the Liquidation Team to report the results of the liquidation implementation.

Part Four
Implementation of Joint Venture Liquidation

Paragraph 1
Formation of Liquidation Team

Article 142
(1) The Board of Directors of the Joint Venture is required to prepare and submit a closing balance sheet to the Financial Services Authority within a maximum of 15 (fifteen) calendar days from the date of revocation of the business license. (2) If within the period referred to in paragraph (1) the closing balance sheet is not submitted to the Financial Services Authority, the Financial Services Authority appoints a public accountant to prepare the closing balance sheet. (3) In the event that the closing balance sheet is prepared by a public accountant as referred to in paragraph (2), the responsibility for the said closing balance sheet remains with the Board of Directors of the Joint Venture. (4) The deadline for submission of the closing balance sheet prepared by a public accountant as referred to in paragraph (2) must consider the office location, asset conditions, and complexity of the Joint Venture's issues, with a maximum of 60 (sixty) calendar days from the date of appointment of the said public accountant. (5) The cost of preparing the closing balance sheet by a public accountant as referred to in paragraph (2) becomes the burden of the Joint Venture. (6) The Financial Services Authority submits the closing balance sheet to the Liquidation Team after receiving the closing balance sheet prepared and submitted by the Board of Directors of the Joint Venture as referred to in paragraph (1) or that prepared and submitted by a public accountant as referred to in paragraph (2).

Article 143
(1) Within a maximum of 30 (thirty) calendar days from the date of revocation of the business license, the Joint Venture is required to convene an EGM to decide on the dissolution of the Joint Venture's legal entity and form a Liquidation Team. (2) The members of the Liquidation Team as referred to in paragraph (1) must first obtain approval from the Financial Services Authority. (3) To obtain approval from the Financial Services Authority as referred to in paragraph (2), the Board of Directors of the Joint Venture must submit documents:
a. photocopies of identity proof of the proposed members of the Liquidation Team; b. curriculum vitae of the proposed members of the Liquidation Team; and
c. statement of the proposed members of the Liquidation Team that they are willing to carry out liquidation in accordance with legislation in the insurance field.
(4) The documents as referred to in paragraph (3) must be submitted to the Financial Services Authority within a maximum of 15 (fifteen) calendar days before the date of the EGM implementation. (5) The Financial Services Authority provides approval or rejection of the proposed members of the Liquidation Team as referred to in paragraph (2) within a maximum of 7 (seven) working days after receipt of complete documents. (6) If the period as referred to in paragraph (5) has passed and the Financial Services Authority has not provided approval or rejection of the proposed members of the Liquidation Team, the Financial Services Authority is deemed to have approved the composition of the proposed members of the Liquidation Team submitted. (7) In the event that the Financial Services Authority rejects the proposed members of the Liquidation Team, the Board of Directors of the Joint Venture is required to submit new proposed members of the Liquidation Team and submit documents as referred to in paragraph (3) within a maximum of 7 (seven) calendar days after receiving notification from the Financial Services Authority.

Article 144
The convening of the EGM as referred to in Article 143 paragraph (1) is conducted with the agenda of deciding on the dissolution of the Joint Venture's legal entity and forming a Liquidation Team.

Article 145
(1) In the context of dissolution, the Liquidation Team formed in the EGM as referred to in Article 144 registers and notifies the dissolution to the Financial Services Authority, and announces it in the State Gazette of the Republic of Indonesia and 2 (two) daily newspapers with wide circulation. (2) The actions as referred to in paragraph (1) are carried out within a maximum of 30 (thirty) calendar days from the date of the dissolution decision in the EGM meeting. (3) The notification and announcement as referred to in paragraph (1) contain:
a. dissolution and its legal basis; b. name and address of the Liquidation Team;
c. procedure for submitting claims; and
d. time limit for submitting claims.
(4) The time limit for submitting claims as referred to in paragraph (3) letter d is within a maximum of 60 (sixty) calendar days calculated from the date of announcement as referred to in paragraph (1).

Article 146
(1) If within the period as referred to in Article 143 paragraph (1) the EGM cannot be convened or the EGM can be convened but fails to decide on the dissolution of the Joint Venture's legal entity and fails to form a Liquidation Team, the Financial Services Authority:
a. decides on the dissolution of the Joint Venture's legal entity and forms a Liquidation Team; b. announces the dissolution of the Joint Venture's legal entity in the State Gazette of the Republic of Indonesia and 2 (two) daily newspapers with wide circulation;
c. orders the Liquidation Team to carry out liquidation in accordance with legislation; and
d. orders the Liquidation Team to report the results of the liquidation implementation.
(2) The actions as referred to in paragraph (1) letter b are carried out by the Financial Services Authority within a maximum of 15 (fifteen) working days from the date of the dissolution decision by the Financial Services Authority as referred to in paragraph (1) letter a. (3) The notification and announcement as referred to in paragraph (1) letter b contain:
a. dissolution and its legal basis; b. name and address of the Liquidation Team;
c. procedure for submitting claims; and
d. time limit for submitting claims.
(4) The time limit for submitting claims as referred to in paragraph (3) letter d is within a maximum of 60 (sixty) calendar days calculated from the date of announcement as referred to in paragraph (1) letter b.

Article 147
Since the decision in the EGM as referred to in Article 143 paragraph (1) or the decision of the Financial Services Authority as referred to in Article 146 paragraph (1), the Joint Venture is referred to as a company in liquidation and is required to append the word "(in liquidation)" abbreviated as "(DL)" after the name of the Joint Venture.

Paragraph 2
Joint Venture Liquidation Team

Article 148
(1) Since the formation of the Liquidation Team as referred to in Article 143 paragraph (1) and Article 146 paragraph (1), the responsibility and management of the Joint Venture in liquidation are carried out by the Liquidation Team. (2) The Board of Directors and Board of Commissioners of the Joint Venture in liquidation:
a. no longer have the authority as the Board of Directors and Board of Commissioners of the Joint Venture, and become inactive; b. are not permitted to resign before the liquidation is completed, except with the approval of the Financial Services Authority; and
c. are not entitled to receive salaries and other income as the Board of Directors and Board of Commissioners of the Joint Venture.
(3) The Liquidation Team has the authority to represent the Joint Venture in liquidation in all matters related to the settlement of the Joint Venture's rights and obligations. (4) Participants of the EGM, the Board of Directors, the Board of Commissioners, and employees of the Joint Venture in liquidation are required to provide data, information, and documents needed by the Liquidation Team. (5) Participants of the EGM, the Board of Directors, the Board of Commissioners, and employees of the Joint Venture in liquidation are prohibited from hindering the liquidation process.

Article 149
(1) The Liquidation Team has the duties:
a. settling matters related to dissolution; b. settling matters related to employees of the Joint Venture;
c. settling assets and obligations of the Joint Venture;
d. submitting periodic reports and incidental reports if necessary to the Financial Services Authority; e. providing accountability for the implementation of liquidation to:

the EGM, for Liquidation Teams formed in the EGM; or
the Financial Services Authority, for Liquidation Teams formed by the Financial Services Authority; and
f. carrying out other tasks deemed necessary to carry out the liquidation process.
(2) In carrying out duties as referred to in paragraph (1), the Liquidation Team has the authority:
a. to represent the Joint Venture in liquidation for all matters related to the settlement of the Joint Venture's rights and obligations, both inside and outside court; b. to conduct negotiations and other actions for the sale of assets and collection of receivables from debtors;
c. to summon, negotiate, and pay obligations to creditors;
d. to employ support personnel for the Liquidation Team, both from within and outside the Joint Venture in liquidation; e. to appoint other parties to assist in the implementation of liquidation, including actuarial consultants, appraisers, and advocates/lawyers/legal consultants; f. to summon creditors; g. to request the court to cancel all legal acts of the Joint Venture that are suspected to harm the Joint Venture and were done in bad faith; and h. to take other actions necessary in the implementation of liquidation.

Article 150
In the context of representing the Joint Venture in liquidation inside and outside the Court as referred to in Article 149 paragraph (2) letter a, the Liquidation Team may use the services of advocates/lawyers/legal consultants in accordance with legislation.

Article 151
(1) In employing support personnel for the Liquidation Team and appointing other parties as referred to in Article 149 paragraph (2) letter d and letter e, the Liquidation Team is required to consider:
a. efficiency in the implementation of liquidation; b. the expertise of the Liquidation Team's support personnel or the said other parties; and
c. the financial capacity of the Joint Venture in liquidation to pay remuneration to the Liquidation Team's support personnel or the said other parties.
(2) Remuneration of the Liquidation Team's support personnel or other parties as referred to in paragraph (1) letter c includes honorariums, holiday allowances, and participation in national social security programs in accordance with legislation.

Article 152
In requesting cancellation from the court as referred to in Article 149 paragraph (2) letter g, the Liquidation Team must first take actions of at least identifying agreements still in effect on the date of revocation of the business license that are suspected to harm the Joint Venture, by examining:
a. the validity of the agreements based on legislation; and b. the fairness of transaction prices.

Article 153
The Liquidation Team must act fairly and objectively in carrying out its duties and authorities.

Article 154
(1) The implementation of liquidation by the Liquidation Team must be completed within a maximum period of 2 (two) years calculated from the date of formation of the Liquidation Team. (2) In the event that the implementation of liquidation cannot be completed within the period as referred to in paragraph (1), then:
a. the EGM has the authority to extend the implementation period of liquidation at most 2 (two) times, each for a maximum of 1 (one) year, for Liquidation Teams formed by the EGM after first obtaining approval from the Financial Services Authority; and b. the Financial Services Authority may extend the implementation period of liquidation at most 2 (two) times, each for a maximum of 1 (one) year, for Liquidation Teams formed by the Financial Services Authority. (3) The application for extension of the implementation period of liquidation as referred to in paragraph (2) must at least be accompanied by:
a. reasons for the extension of the implementation period of liquidation; b. a report on the progress of the liquidation process up to the date of the application along with supporting evidence; and
c. a work plan and budget for the duration of the extension of the implementation period of liquidation.
(4) The application for extension of the implementation period of liquidation as referred to in paragraph (2) is submitted within a maximum of 4 (four) months before the end of the implementation period of liquidation as referred to in paragraph (1) or the end of the first extension period. (5) In the event that the implementation of liquidation cannot be completed within the period as referred to in paragraph (2), the Financial Services Authority may:
a. wait until there is a final court decision, in the event that the implementation of liquidation is not completed until the period as referred to in paragraph (2) is due to lawsuits or disputes over the assets of the Joint Venture in liquidation; or b. determine other settlement steps in accordance with legislation.

Article 155
(1) The members of the Liquidation Team of the Joint Venture in liquidation are at least 2 (two) people and at most 5 (five) people.
(2) The determination of the number of members of the Liquidation Team is done by considering the effectiveness and efficiency of the liquidation implementation. (3) If necessary, one of the Participants of the EGM, the Board of Directors, or the Board of Commissioners of the Joint Venture may be appointed as a member of the Liquidation Team by considering understanding of the issues occurring in the Joint Venture, being cooperative, and not having Conflicts of Interest that could harm the Joint Venture. (4) One of the members of the Liquidation Team is designated as the Chairman of the Liquidation Team.

Article 156
(1) The appointment of the Liquidation Team is done by considering the integrity, competence, and financial reputation of the proposed members of the Liquidation Team. (2) The membership of the Liquidation Team consists of at least:
a. 1 (one) person with knowledge and experience of at least 10 (ten) years in the insurance field; and b. 1 (one) person with knowledge and experience of at least 10 (ten) years in the fields of law, audit, finance, and/or accounting. (3) Members of the Liquidation Team among themselves and between members of the Liquidation Team and support personnel of the Liquidation Team or other appointed parties must not have Affiliation relationships.

Article 157
(1) In the event that members of the Liquidation Team are formed in the EGM, the Financial Services Authority may order the Joint Venture to convene an EGM to dismiss and/or appoint replacements for members of the Liquidation Team who resign before the end of the Liquidation Team's assignment period, considering that the members of the Liquidation Team:
a. did not carry out duties well; b. violated legislation;
c. resigned;
d. are permanently unable to perform duties; or e. passed away.
(2) In the event that the Financial Services Authority orders the Joint Venture to convene an EGM as referred to in paragraph (1), but the EGM does not dismiss and/or appoint replacements for members of the Liquidation Team, the Financial Services Authority may dismiss and/or appoint replacements for members of the Liquidation Team who resigned. (3) In the event that members of the Liquidation Team are formed by the Financial Services Authority, the Financial Services Authority may dismiss members of the Liquidation Team before the end of the Liquidation Team's assignment period based on considerations as referred to in paragraph (1). (4) The Financial Services Authority may appoint replacements for dismissed members of the Liquidation Team as referred to in paragraph (2) and paragraph (3) for the remainder of their term.

Article 158
(1) Members of the Liquidation Team are given remuneration determined by:
a. the EGM for Liquidation Teams formed in the EGM; or b. the Financial Services Authority for Liquidation Teams formed by the Financial Services Authority.
(2) Remuneration as referred to in paragraph (1) consists of:
a. honorariums; and b. other income/facilities.
(3) The amount of remuneration for the Liquidation Team as referred to in paragraph (1) is determined by considering at least the following factors:
a. the amount of assets and obligations; b. the condition and level of difficulty in liquidating assets and/or collecting receivables and settling obligations of the Joint Venture;
c. the office network of the Joint Venture in liquidation; and
d. the qualifications of the members of the Liquidation Team.
(4) Other income/facilities as referred to in paragraph (2) letter b include holiday allowances, reasonable incentives, and participation in national social security programs in accordance with legislation. (5) Remuneration of the Liquidation Team is a component of liquidation costs that becomes the burden of the Joint Venture in liquidation.

Article 159
(1) The Liquidation Team prepares a work plan and budget for the implementation of liquidation referring to the work plan and budget guidelines.
(2) The Liquidation Team prepares a work plan and budget for the implementation of liquidation which at least contains:
a. types of activities to be carried out; b. schedule for the completion of each activity;
c. plans and methods for liquidating assets and/or collecting receivables;
d. plans and methods for paying obligations to creditors; e. the number of support personnel for the Liquidation Team required; and f. liquidation costs.
(3) The work plan and budget as referred to in paragraph (1) are prepared for the period during the assignment period of the Liquidation Team, detailed monthly. (4) In the event of revisions to the work plan and budget for the current year, the Liquidation Team must submit the revisions of the work plan and budget for the current year to the Financial Services Authority to obtain approval. (5) Revisions to the work plan and budget as referred to in paragraph (4) are approved by the Financial Services Authority within a maximum of 20 (twenty) working days after the Financial Services Authority receives the said revisions to the work plan and budget. (6) In the event that the Financial Services Authority has not or does not provide approval for the revisions to the work plan and budget as referred to in paragraph (4), the Liquidation Team continues to use the last work plan and budget that was approved by the Financial Services Authority. (7) In the event that the Financial Services Authority extends the implementation period of liquidation and/or the term of the Liquidation Team, the Liquidation Team submits a work plan and budget for the extension period to the Financial Services Authority.

Article 160
(1) The work plan and budget as referred to in Article 159 are submitted to the Financial Services Authority within a maximum of 30 (thirty) calendar days from the formation of the Liquidation Team or from the start of the extension of the Liquidation Team's term. (2) The Financial Services Authority may request revisions to the work plan and budget within a maximum of 10 (ten) working days since the receipt of the work plan and budget. (3) In the event that the Financial Services Authority requests revisions to the work plan and budget, the Liquidation Team is required to submit revisions to the work plan and budget according to the request of the Financial Services Authority within a maximum of 10 (ten) calendar days since receiving the revision request letter from the Financial Services Authority. (4) The Financial Services Authority provides approval for the work plan and budget within a maximum of 20 (twenty) working days after the Financial Services Authority receives the work plan and budget as referred to in paragraph (1) or revisions to the work plan and budget as referred to in paragraph (3).

Article 161
Further provisions regarding:
a. the provision of reasonable incentives as referred to in Article 158 paragraph (4); and b. the work plan and budget guidelines as referred to in Article 159 paragraph (1), are carried out in accordance with provisions regarding guidelines for the preparation of liquidation work plans and budgets and the provision of reasonable incentives for Liquidation Teams for insurance companies, Sharia insurance companies, reinsurance companies, and Sharia reinsurance companies.

Paragraph 3
Settlement of Joint Venture Obligations to Employees

Article 162
(1) In order to carry out the duty of settling matters related to employees of the Joint Venture as referred to in Article 149 paragraph (1) letter b, the Liquidation Team calculates owed salaries and severance pay for employees which become the obligation of the Joint Venture to employees who have had their employment relationship terminated. (2) Payment of owed salaries as referred to in paragraph (1) is done by taking into account the employee obligations that have fallen due. (3) Payment of severance pay as referred to in paragraph (1) is done by taking into account all employee obligations. (4) The Liquidation Team may postpone the payment of severance pay to members of the Board of Directors of the Joint Venture and employees of the Joint Venture who are indicated to have committed insurance crimes and/or other criminal acts that could harm the Joint Venture. (5) In the event that:
a. based on a final court decision, members of the Board of Directors of the Joint Venture and employees of the Joint Venture are not proven to have committed insurance crimes and/or other criminal acts that harm the Joint Venture; or b. until the end of the implementation of the Joint Venture's liquidation, members of the Board of Directors of the Joint Venture and employees of the Joint Venture are not established as suspects who committed insurance crimes and/or other criminal acts that harm the Joint Venture, the Liquidation Team ends the postponement of payment as referred to in paragraph (4) and makes payments to members of the Board of Directors of the Joint Venture and employees of the Joint Venture. (6) In the event that:
a. based on a final court decision, members of the Board of Directors of the Joint Venture and employees of the Joint Venture are proven to have committed insurance crimes and/or other criminal acts that harm the Joint Venture; or b. until the end of the implementation of the Joint Venture's liquidation, members of the Board of Directors of the Joint Venture and employees of the Joint Venture have been established as suspects who committed insurance crimes and/or other criminal acts that harm the Joint Venture, the Liquidation Team does not pay the owed salaries and severance pay for members of the Board of Directors of the Joint Venture and employees of the Joint Venture whose payment was postponed as referred to in paragraph (3).

(7) The Liquidation Team is required to terminate the employment of employees within a maximum of 3 (three) months since the formation of the Liquidation Team. (8) The Liquidation Team is required to calculate other employee rights arising as a result of the termination of employment as regulated in legislation in the field of labor to be recorded as obligations of the Joint Venture in liquidation within the group of obligations to other creditors. (9) In the event that the Liquidation Team has not been formed and employee salary payments have become due, with the approval of the Financial Services Authority, the Board of Directors of the Joint Venture may make such salary payments provided that funds for such salary payments are available.

Paragraph 4
Payment of Joint Venture Obligations to Policyholders, Insured Parties, and/or Parties Entitled to Insurance Benefits

Article 163
(1) The rights of policyholders, insured parties, and/or parties entitled to insurance benefits regarding the distribution of assets have a higher position than the rights of other parties. (2) The assets of the Joint Venture must be used first to fulfill obligations to policyholders, insured parties, and/or parties entitled to insurance benefits. (3) In the event that the assets of the Joint Venture are insufficient to pay all obligations to policyholders, insured parties, and/or parties entitled to insurance benefits, the payment of such obligations is carried out proportionally. (4) In the event that there is an excess of Joint Venture assets after fulfilling obligations as referred to in paragraph (2), such excess may be used to fulfill obligations to third parties other than policyholders, insured parties, and/or parties entitled to insurance benefits. (5) In the event that policyholders, insured parties, and/or parties entitled to insurance benefits are beneficiaries of the utilization of profits or the burdening of losses from Joint Venture activities, the rights of such policyholders, insured parties, and/or parties entitled to insurance benefits are paid after being reduced by obligations as referred to in paragraph (2) and paragraph (3). (6) The rights of policyholders, insured parties, and/or parties entitled to insurance benefits as referred to in paragraph (5) are calculated proportionally according to the burdening of losses owned. (7) Investment funds for policyholders of insurance products linked to investment may only be used to pay obligations to policyholders, insured parties, and/or parties entitled to benefits from insurance products linked to investment.

Article 164
(1) In the payment of rights of policyholders, insured parties, and/or parties entitled to insurance benefits as referred to in Article 163 paragraph (2), the Liquidation Team must endeavor to ensure that valid life insurance policies continue to remain valid by transferring the insurance portfolio to another life insurance company. (2) In carrying out the transfer of the insurance portfolio to a life insurance company as referred to in paragraph (1), the Liquidation Team must first notify the plan of such transfer to policyholders, insured parties, and/or parties entitled to insurance benefits. (3) The transfer of the insurance portfolio as referred to in paragraph (1) must meet the requirements:
a. carried out at a life insurance company; and b. does not cause the life insurance company receiving the transfer of the insurance portfolio to violate legislation regarding financial health in the insurance sector. (4) In the event that policyholders, insured parties, and/or parties entitled to insurance benefits refuse to have their insurance transferred to another life insurance company, the Liquidation Team returns the premium according to the remaining coverage period.

Article 165
Fulfillment of Joint Venture obligations in liquidation to the rights of policyholders, insured parties, and/or parties entitled to insurance benefits is carried out by:
a. transfer of the insurance portfolio to another life insurance company; b. payment of insurance benefit claims; and/or
c. return of premiums for risks not yet undertaken.

Article 166
(1) Payment of obligations to creditors from the realization of assets may be carried out in stages or simultaneously at the end of the liquidation period as long as it does not violate legislation regulations. (2) Payment of obligations to creditors as referred to in paragraph (1) must first obtain approval from the Financial Services Authority.

Article 167
(1) In the event that there is a surplus of liquidation results after payment of all obligations of the Joint Venture in liquidation, the surplus of liquidation results is the right of the Members. (2) The surplus of liquidation results as referred to in paragraph (1) may only be distributed to Members after the expiration of a period of 2 (two) years since the liquidation process is completed. (3) Creditors who have not submitted claims to the Liquidation Team may submit claims within a period of 2 (two) years since the liquidation process is completed as referred to in paragraph (2). (4) Claims as referred to in paragraph (3) are submitted through the Financial Services Authority to the Members. (5) The Financial Services Authority may request the competent agency to block the surplus of liquidation results that are the rights of Members within the period as referred to in paragraph (2). (6) Claims as referred to in paragraph (3) are charged against the surplus of liquidation results that are the rights of Members. (7) Based on the request of Members, the Financial Services Authority may request the competent agency to lift the blocking of the surplus of liquidation results by the amount of the said claims to pay claims that have been verified. (8) If after the period as referred to in paragraph (2) has expired no claims are submitted through the Financial Services Authority to the Members or there are claims but there is still a surplus of liquidation results, the Financial Services Authority requests the lifting of the blocking of the competent agency over the surplus of liquidation results to be taken by the Members.

Paragraph 5
Settlement of Assets and Obligations of the Joint Venture

Article 168
In the settlement of assets and obligations of the Joint Venture as referred to in Article 149 paragraph (1) letter c, the Liquidation Team implements actions:
a. appointing a public accountant registered with the Financial Services Authority to audit the closing balance sheet; b. conducting inventory of assets and obligations;
c. compiling a provisional liquidation balance sheet;
d. implementing asset realization and/or debt collection; e. implementing payment of obligations to creditors; and f. depositing the portion not yet taken by creditors with the court and/or the Estate Administration Office.

Article 169
(1) After receiving the closing balance sheet from the Financial Services Authority, the Liquidation Team appoints a public accountant registered with the Financial Services Authority to audit the closing balance sheet. (2) The implementation of the audit of the closing balance sheet as referred to in paragraph (1) is carried out by referring to the terms of reference compiled by the Liquidation Team. (3) The terms of reference as referred to in paragraph (2) contains at least the objectives and scope of the audit. (4) The appointment of a public accountant as referred to in paragraph (1) is at most 30 (thirty) calendar days since the closing balance sheet is received by the Liquidation Team. (5) The Liquidation Team submits the closing balance sheet that has been audited by a public accountant as referred to in paragraph (1) to the Financial Services Authority at most 90 (ninety) calendar days since the date of appointment of the public accountant.

Article 170
(1) The Liquidation Team conducts inventory of assets and obligations as of the date of revocation of the business license.
(2) Assets are grouped into non-problematic assets and problematic assets.
(3) Assets are determined to be in the problematic group if they have legal obstacles in realization caused by:
a. incomplete documents; b. complete documents but the physical existence of assets is unknown;
c. imperfect encumbrance;
d. assets and/or collateral are not marketable; and/or e. become objects of disputes outside or inside the court.
(4) In conducting the inventory of obligations of the Joint Venture to policyholders, insured parties, and/or other parties entitled to insurance benefits, the Liquidation Team may appoint an independent actuary. (5) The results of the inventory of assets and obligations as referred to in paragraph (1) are used as the basis in the compilation and are an attachment to the provisional liquidation balance sheet.

Article 171
(1) The Liquidation Team compiles a provisional liquidation balance sheet by referring to the guidelines for compiling a provisional liquidation balance sheet. (2) The Liquidation Team submits the provisional liquidation balance sheet to the Financial Services Authority at most 60 (sixty) calendar days after the Liquidation Team receives the audited closing balance sheet. (3) The Financial Services Authority may approve or request corrections to the provisional liquidation balance sheet if it is compiled not in accordance with the guidelines as referred to in paragraph (1) at the latest 7 (seven) calendar days since the provisional liquidation balance sheet is received by the Financial Services Authority. (4) The Liquidation Team is required to fulfill the request of the Financial Services Authority as referred to in paragraph (3) at most 15 (fifteen) calendar days since the date of the request for correction of the provisional liquidation balance sheet by the Financial Services Authority. (5) The Liquidation Team is required to announce the provisional liquidation balance sheet that has been approved by the Financial Services Authority in 2 (two) daily newspapers with wide circulation at the latest 7 (seven) calendar days since the provisional liquidation balance sheet is approved by the Financial Services Authority. (6) Further provisions regarding the guidelines for compiling a provisional liquidation balance sheet as referred to in paragraph (1) are implemented in accordance with regulations regarding guidelines for compiling a provisional liquidation balance sheet for insurance companies, Sharia insurance companies, reinsurance companies, and Sharia reinsurance companies.

Article 172
(1) Realization of non-problematic assets as referred to in Article 170 paragraph (2) is carried out after the provisional liquidation balance sheet is approved by the Financial Services Authority. (2) In the event that the provisional liquidation balance sheet has not been approved by the Financial Services Authority, the realization of non-problematic assets as referred to in paragraph (1) may be carried out after obtaining approval from the Financial Services Authority. (3) The realization of non-problematic assets as referred to in paragraph (1) and paragraph (2) must use fair market price. (4) Realization of assets and/or debt collection is carried out by the Liquidation Team in accordance with the plan and method contained in the work plan and budget as referred to in Article 159 paragraph (2) letter c.

Article 173
All costs of liquidation implementation contained in the liquidation cost list become the burden of the assets of the Joint Venture in liquidation and are deducted first from every realization result.

Paragraph 6
Supervision and Reporting of Liquidation Implementation

Article 174
(1) The Financial Services Authority conducts supervision over the implementation of liquidation.
(2) Supervision of liquidation implementation as referred to in paragraph (1) is carried out indirectly by analyzing reports submitted by the Liquidation Team to the Financial Services Authority. (3) In the event necessary, the Financial Services Authority may conduct direct supervision on the Joint Venture in liquidation. (4) The Financial Services Authority may appoint a public accountant or other party to and on behalf of the Financial Services Authority to conduct direct supervision as referred to in paragraph (3).

Article 175
(1) The Liquidation Team submits a report on the realization of the work plan and budget to the Financial Services Authority every month at the latest on the 10th (ten) of the following month. (2) If the deadline for submission of the realization report of the work plan and budget as referred to in paragraph (1) falls on a holiday, the deadline for submission of the report is on the first working day following. (3) The realization report of the work plan and budget as referred to in paragraph (1) contains at least:
a. progress of liquidation activities; b. obstacles to the failure to achieve targets;
c. cash flow report;
d. position of assets that have been realized and obligations that have been settled; e. details of budget realization; and f. obstacles faced and follow-up plans.

Paragraph 7
Termination of Liquidation

Article 176
Liquidation implementation ends in the event:
a. all obligations of the Joint Venture in liquidation have been paid and/or there are no more assets that can be used to pay obligations before the expiration of the liquidation implementation period; or b. the expiration of the liquidation implementation period as referred to in Article 154.

Article 177
(1) In the event that liquidation implementation will end as referred to in Article 154 paragraph (1) and paragraph (2), at least 3 (three) months before the estimated end of liquidation implementation, the Liquidation Team is required to announce the date of the final payment to creditors including follow-up if creditors do not take their rights within the period up to the final payment date. (2) The final payment date as referred to in paragraph (1) is at most 30 (thirty) calendar days since the date of announcement. (3) The announcement as referred to in paragraph (1) is carried out in 2 (two) daily newspapers with wide circulation. (4) In the event that creditors have not taken their rights up to the deadline as referred to in paragraph (2), the funds that are the rights of such creditors are deposited with the court and/or the Estate Administration Office. (5) The deposit of funds as referred to in paragraph (4) is carried out at most 30 (thirty) calendar days since the payment deadline as referred to in paragraph (2). (6) The Liquidation Team is stated to have fulfilled the payment of obligations to the relevant creditors after the deposit of funds that are the rights of creditors who have not taken them as referred to in paragraph (4). (7) If within a period of 30 (thirty) years the funds that are the rights of creditors as referred to in paragraph (4) are not taken by the relevant creditors, such funds are handed over to the state treasury.

Paragraph 8
Accountability of the Liquidation Team

Article 178
(1) In the event that the Liquidation Team is formed by the General Meeting of Shareholders as referred to in Article 143 paragraph (1), the Liquidation Team is required to submit the final liquidation balance sheet to the Financial Services Authority and the accountability report of the Liquidation Team's duties to the General Meeting of Shareholders at most 10 (ten) calendar days after the liquidation implementation ends. (2) In the event that the Liquidation Team is formed by the Financial Services Authority as referred to in Article 146 paragraph (1) letter a, the Liquidation Team is required to submit the final liquidation balance sheet and the accountability report of the Liquidation Team's duties to the Financial Services Authority with a copy to the Participants of the General Meeting of Shareholders at most 10 (ten) calendar days after the liquidation implementation ends. (3) The accountability report as referred to in paragraph (1) and paragraph (2) contains at least:
a. receipt of liquidation results; b. liquidation costs;
c. payment of obligations to creditors;
d. remaining cash or cash equivalent assets; e. remaining problematic assets; and f. remaining obligations not yet paid.
(4) The Financial Services Authority appoints a public accountant to and on behalf of the Financial Services Authority to audit the final liquidation balance sheet as referred to in paragraph (1) and paragraph (2) at the expense of the Joint Venture.

Article 179
In the event that the Liquidation Team formed by the General Meeting of Shareholders as referred to in Article 143 paragraph (1) has submitted the final liquidation balance sheet and it has been approved by the Financial Services Authority and the accountability report has been received by the General Meeting of Shareholders, the General Meeting of Shareholders:
a. requests the Liquidation Team to announce the end of liquidation by placing it in the State Gazette of the Republic of Indonesia and in 2 (two) daily newspapers with wide circulation; and b. dissolves the Liquidation Team.

Article 180
(1) In the event that the Liquidation Team formed by the Financial Services Authority as referred to in Article 146 paragraph (1) has submitted the final liquidation balance sheet and accountability report to the Financial Services Authority, the Financial Services Authority decides to accept or not accept the accountability of the Liquidation Team at most 10 (ten) calendar days since the Financial Services Authority receives the audit result report as referred to in Article 178 paragraph (4). (2) In the event that the accountability report of the Liquidation Team has been received by the Financial Services Authority, the Financial Services Authority:
a. requests the Liquidation Team to:

announce the end of liquidation by placing it in the State Gazette of the Republic of Indonesia and in 2 (two) daily newspapers with wide circulation; and
hand over all documents of the Joint Venture in liquidation to the Financial Services Authority;
b. dissolve the Liquidation Team; and
c. dismiss the Board of Directors and Board of Commissioners of the Joint Venture.
(3) Actions as referred to in paragraph (2) letter a are carried out by the Liquidation Team at most 30 (thirty) calendar days since the accountability is received by the Financial Services Authority. (4) In the event that the Financial Services Authority decides not to accept the accountability of the Liquidation Team, the Financial Services Authority may:
a. report the Liquidation Team to the competent authorities if the Liquidation Team is suspected of committing:
fraud in the liquidation process; or
criminal acts; or
b. take other steps in accordance with legislation regulations.

Article 181
The status of the Joint Venture ends since the date of announcement of the end of liquidation in the State Gazette of the Republic of Indonesia as referred to in Article 179 letter a and Article 180 paragraph (2) letter a number 1.

Part Five
Revocation of Business License in the Event the Joint Venture is Declared Bankrupt and Petition for Suspension of Debt Payment Obligations for the Joint Venture

Article 182
(1) Petitions for declaration of bankruptcy or suspension of debt payment obligations against the Joint Venture to the commercial court may only be submitted by the Financial Services Authority. (2) Creditors submit petitions to the Financial Services Authority to submit petitions for declaration of bankruptcy or suspension of debt payment obligations to the commercial court.

Article 183
(1) Creditors based on their assessment that the Joint Venture meets the requirements to be declared bankrupt or suspended debt payment obligations in accordance with laws regarding bankruptcy and suspension of debt payment obligations, may submit petitions to the Financial Services Authority so that the Financial Services Authority submits petitions for declaration of bankruptcy or suspension of debt payment obligations of the relevant Joint Venture to the commercial court. (2) The Joint Venture cannot submit petitions for declaration of bankruptcy or suspension of debt payment obligations for itself. (3) Petitions as referred to in paragraph (1) are submitted in writing in the Indonesian language and signed by the creditor or their proxy containing at least:
a. identity of the creditor, at least full name and address of the creditor; b. name of the Joint Venture requested to be declared bankrupt or suspended debt payment obligations by the commercial court;
c. description of the grounds for the petition including:

jurisdiction of the commercial court;
legal status of the creditor containing a clear description of the creditor's right to submit the petition; and
reasons for the petition for declaration of bankruptcy or suspension of debt payment obligations described clearly and in detail; and
d. matters requested to be decided by the commercial court.
(4) In addition to meeting the provisions in paragraph (3), the petition as referred to in paragraph (1) is completed with evidence supporting the petition for declaration of bankruptcy or suspension of debt payment obligations of the Joint Venture, at least consisting of:
a. proof of creditor's identity; b. proof of letters or writings related to the reasons for the petition;
c. list of prospective witnesses and/or experts accompanied by a brief statement about matters to be explained related to the reasons for the petition, and a statement of willingness to attend the trial, in the event the creditor intends to submit witnesses and/or experts; and
d. list of other evidence which may be information stored in or sent through electronic media, if deemed necessary.
(5) In addition to being submitted in written form, the petition is also submitted in digital format in electronic media in the form of compact discs or similar.

Article 184
(1) Petitions as referred to in Article 183 paragraph (1) are addressed to the Chairman of the Board of Commissioners of the Financial Services Authority with a copy to the Members of the Board of Commissioners of the Financial Services Authority who oversee the insurance sector. (2) The Financial Services Authority examines the petition along with evidence submitted by the creditor. (3) If the petition is incomplete, the Financial Services Authority notifies the creditor about the completeness of the petition that must be fulfilled, and the creditor must complete it within at most 10 (ten) calendar days since the receipt of the notification of incompleteness of the petition. (4) If the completeness of the petition is not fulfilled within the period as referred to in paragraph (3), the petition is considered withdrawn and subsequently the Financial Services Authority returns the petition file to the creditor.

Article 185
(1) The Financial Services Authority approves or rejects the petition to submit a petition for declaration of bankruptcy or suspension of debt payment obligations of the Joint Venture at most 30 (thirty) calendar days since the petition is received completely. (2) Within the period as referred to in paragraph (1), the Financial Services Authority may:
a. request information related to the petition for declaration of bankruptcy or suspension of debt payment obligations from the creditor, the Joint Venture, and/or other parties; and/or b. conduct examinations against the Joint Venture.

Article 186
(1) The Financial Services Authority approves or rejects the creditor's petition to submit a petition for declaration of bankruptcy or suspension of debt payment obligations of the Joint Venture to the commercial court by considering:
a. fulfillment of requirements for declaration of bankruptcy or suspension of debt payment obligations as regulated in laws regarding bankruptcy and suspension of debt payment obligations; b. fulfillment of requirements for submitting petitions as referred to in Article 183 paragraph (3);
c. financial capacity of the Joint Venture to pay debts or obligations;
d. supervision status of the Joint Venture; e. imposition of administrative sanctions against the Joint Venture; and f. certain conditions.
(2) In the event that the Financial Services Authority rejects the petition to submit a petition for declaration of bankruptcy or suspension of debt payment obligations of the Joint Venture, the Financial Services Authority submits a written rejection of the petition to the creditor accompanied by reasons for rejection. (3) In the event that the Financial Services Authority rejects the petition as referred to in paragraph (2), the Financial Services Authority may:
a. advise the creditor to resolve disputes with the Joint Venture through alternative dispute resolution institutions or civil courts; b. facilitate out-of-court dispute resolution peacefully; or

c. take other actions that can help resolve disputes.
(4) If the Financial Services Authority approves the request to file a petition for bankruptcy or suspension of debt payment obligations for the Joint Venture, the Financial Services Authority immediately submits the petition for bankruptcy or suspension of debt payment obligations for the Joint Venture to the commercial court in accordance with applicable legislation. (5) The costs of the petition for bankruptcy or suspension of debt payment obligations to the commercial court are borne by the creditors.

Article 187
(1) To protect consumer interests, the Financial Services Authority may file a petition for bankruptcy or suspension of debt payment obligations for the Joint Venture with the commercial court without a petition from creditors. (2) In filing a petition for bankruptcy or suspension of debt payment obligations as referred to in paragraph (1), the Financial Services Authority considers the matters referred to in Article 186 paragraph (1) except for letter b.

Article 188
(1) Until a ruling on the petition for bankruptcy is pronounced, the Financial Services Authority may file a petition with the court for:
a. placing a seizure on part or all of the Joint Venture's assets; or b. appointing a temporary curator to supervise:

the management of the Joint Venture's business; and
payments to creditors, transfer, or pledge of the Joint Venture's assets, which in Bankruptcy are the authority of the curator.
(2) The curator as referred to in paragraph (1):
a. Estate Office; or b. curator.
(3) In appointing a curator as referred to in paragraph (1) letter b, the Financial Services Authority considers:
a. independence and no Conflict of Interest; b. having specialized expertise in managing and/or settling bankrupt estates;
c. not currently handling more than 3 (three) bankruptcy and debt payment suspension cases;
d. understanding insurance regulations; and e. being registered with the ministry whose scope and responsibility are in the field of law and human rights.

Article 189
(1) Within a maximum of 30 (thirty) calendar days from the date of revocation of the business license as referred to in Article 130 paragraph (2) letter c, the Joint Venture is required to hold the General Meeting of Participants (RUA) to decide on the dissolution of the Joint Venture. (2) After the RUA decides on the dissolution of the Joint Venture, the Joint Venture announces the dissolution in the State Journal of the Republic of Indonesia and 2 (two) daily newspapers with wide circulation. (3) If within the time limit as referred to in paragraph (1) the RUA cannot be held or the RUA can be held but fails to decide on the dissolution of the Joint Venture, the Financial Services Authority:
a. decides on the dissolution of the Joint Venture; and b. announces the dissolution of the Joint Venture in the State Journal of the Republic of Indonesia and 2 (two) daily newspapers with wide circulation.

Article 190
In the event that the assets of the Joint Venture declared bankrupt are in a state of insolvency and the bankrupt estate is being settled, the provisions regarding the distribution of the Joint Venture's assets in liquidation as referred to in Article 163 to Article 167 apply mutatis mutandis to the distribution of assets of the Joint Venture declared bankrupt.

Article 191
In the event that the settlement of the assets of the Joint Venture declared bankrupt has been carried out and the bankruptcy of the Joint Venture has ended, the Financial Services Authority revokes the business license of the relevant Joint Venture.

Sixth Section
Change of Legal Form of the Joint Venture

Article 192
(1) The Joint Venture may change its legal form into a limited liability company.
(2) The change of legal form as referred to in paragraph (1) is implemented with the principles:
a. fairness and justice; b. transparency; and
c. considering the rights and obligations of Members.
(3) The change of legal form as referred to in paragraph (1) may only be proposed by:
a. more than 1/2 (one half) of all Participants of the RUA; b. the Board of Commissioners of the Joint Venture; or
c. the Board of Directors of the Joint Venture.
(4) The Board of Commissioners of the Joint Venture is required to supervise the process of changing the legal form of the Joint Venture.
(5) The plan for the change of legal form as referred to in paragraph (1) must be formulated in a proposal and must obtain approval from the Financial Services Authority. (6) The proposal as referred to in paragraph (5) must first obtain approval from the RUA before being submitted to the Financial Services Authority. (7) The change of legal form of the Joint Venture results in:
a. all assets and liabilities, as well as legal rights and obligations of the Joint Venture, becoming the assets and liabilities, as well as legal rights and obligations of the new legal entity; and b. all employees of the Joint Venture becoming employees of the new legal entity. (8) Upon the Joint Venture changing into the new legal entity, the Joint Venture is declared dissolved without liquidation. (9) The process of establishing the new legal entity is carried out in accordance with applicable legislation. (10) The Board of Directors of the Joint Venture is required to report to the Financial Services Authority regarding:
a. the process of changing the legal form of the Joint Venture in accordance with the proposal that has obtained approval from the Financial Services Authority; b. the supervision process by the Board of Commissioners of the Joint Venture regarding the process of changing the legal form of the Joint Venture; and
c. the report on the completion of the change of legal form of the Joint Venture.
(11) Based on the reporting as referred to in paragraph (10) letter c, the Financial Services Authority revokes the business license of the old legal entity and simultaneously issues the business license of the new legal entity, which becomes effective since the articles of association are approved or agreed upon by the competent authority. (12) Upon the new legal entity becoming effective, all permits, approvals, and records granted by the Financial Services Authority to the Joint Venture regarding institutionalization and business organization are declared to remain valid.

Seventh Section
Administrative Sanctions and Downgrading of Health Assessment Results

Article 193
(1) Violations of the provisions as regulated in Article 131 paragraph (1), Article 132 paragraph (1), Article 133 paragraph (3), Article 134 paragraph (1), Article 135 paragraph (2), paragraph (3), and paragraph (4), Article 137, Article 141 paragraph (1), Article 142 paragraph (1), Article 143 paragraph (1), paragraph (2), paragraph (4), and paragraph (7), Article 147, Article 148 paragraph (4) and paragraph (5), Article 151 paragraph (1), Article 154 paragraph (1), Article 160 paragraph (3), Article 162 paragraph (7) and paragraph (8), Article 171 paragraph (4) and paragraph (5), Article 177 paragraph (1), Article 178 paragraph (1) and paragraph (2), Article 189 paragraph (1), and Article 192 paragraph (4) and paragraph (10), are subject to administrative sanctions in the form of:
a. written warning; b. restriction of business activities, for part or all of the business activities;
c. prohibition on marketing insurance products for specific business lines;
d. administrative fines; and/or e. prohibition on becoming shareholders, controllers, directors, board of commissioners, or equivalents thereof, on the board of sharia supervisors, or holding executive positions below the directorate, or equivalents thereof, in a cooperative legal entity or Joint Venture, sharia supervisory board, or executive positions below the directorate, or equivalents thereof, in a cooperative legal entity or Joint Venture, in insurance companies. (2) The procedure and manner of imposing administrative sanctions follow the Financial Services Authority Regulation regarding the procedure and manner of imposing administrative sanctions in the field of insurance and blocking the assets of insurance companies, sharia insurance companies, reinsurance companies, and sharia reinsurance companies.

Article 194
In the event that the Financial Services Authority has imposed administrative sanctions as referred to in Article 193 and the Joint Venture does not meet the provisions that caused the imposition of administrative sanctions, the Financial Services Authority may:
a. downgrade the health assessment results; and/or b. conduct a re-evaluation of the main parties.

CHAPTER V
TRANSITIONAL PROVISIONS

Article 195
(1) In the event that the Joint Venture has accumulated losses in its financial reports, the Joint Venture is required to resolve the accumulated losses by charging the losses to the Members. (2) The Joint Venture is required to formulate a mechanism for charging losses to Members regarding the accumulated losses as referred to in paragraph (1). (3) The resolution of accumulated losses and the mechanism for charging losses as referred to in paragraph (1) and paragraph (2) are submitted to the RUA to obtain a determination in the RUA. (4) The RUA is required to determine the resolution of accumulated losses and the mechanism for charging losses as referred to in paragraph (3). (5) In the event that the RUA does not determine the charging of accumulated losses as referred to in paragraph (3), the Financial Services Authority may follow up with supervisory actions in accordance with applicable legislation.

CHAPTER VI
CLOSING PROVISIONS

Article 196
Upon this Financial Services Authority Regulation coming into force, Article 31 to Article 33 of Financial Services Authority Regulation Number 67/POJK.05/2016 concerning Business Licensing and Institutionalization of Insurance Companies, Sharia Insurance Companies, Reinsurance Companies, and Sharia Reinsurance Companies, are declared not to apply to Joint Ventures.

Article 197
This Financial Services Authority Regulation comes into force on the date of its promulgation.

This copy is in accordance with the original
Director of Law 1
Legal Department signed
Mufli Asmawidjaja

To ensure that everyone knows it, order the promulgation of this Financial Services Authority Regulation by placing it in the State Journal of the Republic of Indonesia. Determined in Jakarta on 4 May 2023 CHAIRMAN OF THE COMMISSIONERS BOARD FINANCIAL SERVICES AUTHORITY REPUBLIC OF INDONESIA, signed MAHENDRA SIREGAR

Promulgated in Jakarta on 11 May 2023
MINISTER OF LAW AND HUMAN RIGHTS
REPUBLIC OF INDONESIA, signed
YASONNA H. LAOLY

STATE JOURNAL OF THE REPUBLIC OF INDONESIA YEAR 2023 NUMBER 11/OJK

EXPLANATION
OF
FINANCIAL SERVICES AUTHORITY REGULATION
REPUBLIC OF INDONESIA
NUMBER 7 YEAR 2023
CONCERNING
GOVERNANCE AND INSTITUTIONALIZATION
OF INSURANCE COMPANIES IN THE FORM OF JOINT VENTURES

I. GENERAL
Law Number 21 of 2011 concerning the Financial Services Authority mandates that the supervisory and regulatory functions over all activities in the financial services sector operating in Indonesia are carried out by the Financial Services Authority. The purpose of establishing the Financial Services Authority is so that all financial services activities are conducted in an orderly, fair, transparent, and accountable manner and are able to protect consumer and public interests.

Furthermore, in Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector, provisions regarding insurance companies in the form of Joint Ventures have also been regulated. In the aforementioned Law, there is a mandate for regulation in the form of a Financial Services Authority Regulation.

To strengthen the regulatory and supervisory aspects to create healthier, reliable, trustworthy, and competitive Joint Ventures, provisions are formulated in the application of prudential principles. The formulation of provisions for Joint Ventures as a follow-up to the mandate in the Law is expected to become a legal basis and can improve the performance of Joint Ventures, protect the interests of stakeholders, and increase compliance with insurance legislation.

In this regard, the Financial Services Authority has formulated a Financial Services Authority Regulation regarding the institutionalization of insurance companies in the form of Joint Ventures as a form of effort to achieve the objectives as described above and also as an implementing regulation of the mandate of Law Number 4 of 2023 concerning the Development and Strengthening of the Financial Sector.

II. ARTICLE BY ARTICLE

Article 1
Clear enough.

Article 2
Clear enough.

Article 3
Clear enough.

Article 4
Clear enough.

Article 5
Clear enough.

Article 6
Clear enough.

Article 7
Clear enough.

Article 8
Clear enough.

Article 9
Clear enough.

Article 10
Paragraph (1)
Clear enough.
Paragraph (2)
Letter a
Clear enough.
Letter b
The obligation to bear losses for members does not extend to the personal assets of the members.

Article 11
Clear enough.

Article 12
Paragraph (1)
The criteria that all RUA Participants see and hear each other directly and participate in the meeting apply to the organization of RUA via teleconference, video conference, and other electronic media facilities. Paragraph (2) Clear enough. Paragraph (3) Clear enough.

Article 13
Paragraph (1)
Clear enough.
Paragraph (2)
Letter a
The first annual RUA is to evaluate and approve the annual report including approval of profit utilization or annual loss charging.
Letter b
Clear enough.
Paragraph (3)
Clear enough.
Paragraph (4)
Clear enough.
Paragraph (5)
Clear enough.
Paragraph (6)
Letter a
Clear enough.
Letter b
Clear enough.
Letter c
Clear enough.
Letter d
The order of the Financial Services Authority to hold an extraordinary RUA is caused, among others, by indications endangering the continuity of the Joint Venture's business, serious violations of insurance legislation, or in the event that the Board of Directors and Board of Commissioners of the Joint Venture do not hold the annual RUA.

Article 14
Clear enough.

Article 15
Clear enough.

Article 16
Paragraph (1)
Clear enough.
Paragraph (2)
Clear enough.
Paragraph (3)
Clear enough.
Paragraph (4)
Clear enough.
Paragraph (5)
Clear enough.

Article 17
Clear enough.

Article 18
Clear enough.

Article 19
Clear enough.

Article 20
Paragraph (1)
Clear enough.
Paragraph (2)
Clear enough.
Paragraph (3)
Clear enough.
Paragraph (4)
Clear enough.
Paragraph (5)
Clear enough.
Paragraph (6)
In setting the quorum limit in the third RUA, the Financial Services Authority may consider, among others, historical data of RUA Participant attendance in previous RUAs. Paragraph (7) Clear enough. Paragraph (8) Clear enough.

Article 21
Clear enough.

Article 22
Paragraph (1)
Clear enough.
Paragraph (2)
What is meant by "approved and signed" is approved and signed physically or electronically.
Paragraph (3)
Clear enough.
Paragraph (4)
Clear enough.
Paragraph (5)
Clear enough.

Article 23
Clear enough.

Article 24
Clear enough.

Article 25
Paragraph (1)
Letter a
Clear enough.
Letter b
Clear enough.
Letter c
What is meant by "cost reimbursement" is reimbursement for costs incurred by RUA Participants for their attendance or participation in the RUA, including transportation costs, accommodation costs, and internet connection costs. Paragraph (2) Clear enough.

Article 26
Clear enough.

Article 27
Paragraph (1)
Clear enough.
Paragraph (2)
Clear enough.
Paragraph (3)
Clear enough.
Paragraph (4)
Letter a
Clear enough.
Letter b
Clear enough.
Letter c
Clear enough.
Letter d
What is meant by "previous period" is the last period before the election.
Paragraph (5)
Clear enough.
Paragraph (6)
Clear enough.

Article 28
Paragraph (1)
Clear enough.
Paragraph (2)
Clear enough.
Paragraph (3)
Clear enough.
Paragraph (4)
Clear enough.
Paragraph (5)
Clear enough.
Paragraph (6)
Clear enough.
Paragraph (7)
Letter a
Clear enough.
Letter b
What is meant by "professional" is a person who has an educational or training background and has at least 5 (five) years of experience in the insurance and/or other financial services fields. Paragraph (8) What is meant by "balanced" is the difference between academic elements and professional elements is at most 1 (one) person, considering that the number of members of the Election Committee is odd.

Article 29
Clear enough.

Article 30
Paragraph (1)
Clear enough.
Paragraph (2)
Clear enough.
Paragraph (3)
The determination of the order of RUA Participant candidates is determined based on the weighting of each criterion according to the order of criteria.
Paragraph (4)
Clear enough.
Paragraph (5)
Clear enough.
Paragraph (6)
Clear enough.

Article 31
Clear enough.

Article 32
Clear enough.

Article 33
Clear enough.

Article 34
Clear enough.

Article 35
Clear enough.

Article 36
Clear enough.

Article 37
Clear enough.

Article 38
Paragraph (1)
Clear enough.
Paragraph (2)
Based on these provisions, if the number of Board of Directors members of the Joint Venture is even, then the number of Board of Directors members of the Joint Venture with knowledge and experience in risk management must be at least equal to the number of Board of Directors members of the Joint Venture without knowledge and experience in risk management. Whereas if the number of Board of Directors members of the Joint Venture is odd, then the number of Board of Directors members of the Joint Venture with knowledge and experience in risk management must be greater than the number of Board of Directors members of the Joint Venture without knowledge and experience in risk management. Example, if the number of Board of Directors members of the Joint Venture is 3 (three) people, then the number of Board of Directors members of the Joint Venture with knowledge and experience in risk management is at least 2 (two) people. Knowledge and experience in risk management is evidenced, among others, by having:

risk management training certificates; and
letters of work experience in the insurance field.

Article 39
Clear enough.

Article 40
Clear enough.

Article 41
Paragraph (1)
Letter a
Clear enough.
Letter b
Clear enough.
Letter c
Clear enough.
Letter d
What is meant by "unaffiliated" is not having a family relationship with other members of the Board of Directors of the Joint Venture, members of the Board of Commissioners of the Joint Venture, and/or RUA Participants. The family relationship referred to is due to marriage or descent up to the second degree, both horizontally and vertically. Letter e Clear enough. Letter f Clear enough. Letter g Clear enough. Letter h Clear enough. Letter i Clear enough. Letter j Clear enough. Letter k Clear enough. Letter l Clear enough. Paragraph (2) Clear enough.

Article 42
Paragraph (1)
Clear enough.
Paragraph (2)
Clear enough.
Paragraph (3)
The RUA decision contains, among others, regarding the date when the appointment, replacement, or dismissal of Board of Directors members of the Joint Venture takes effect, as well as the term of office of Board of Directors members of the Joint Venture. Paragraph (4) Clear enough.

Article 43
Clear enough.

Article 44
Clear enough.

Article 45
Clear enough.

Article 46
Clear enough.

Article 47
Clear enough.

Article 48
Paragraph (1)
Letter a
Clear enough.
Letter b
Clear enough.
Letter c
Clear enough.
Letter d
Clear enough.
Letter e
Clear enough.
Letter f
Clear enough.
Letter g
The procedure for the resignation of Board of Directors members of the Joint Venture is regulated in the Articles of Association which contains, among others, regarding the time limit for submitting resignation. Paragraph (2) Clear enough. Paragraph (3) Clear enough. Paragraph (4) Clear enough. Paragraph (5) Clear enough.

Article 49
Paragraph (1)
The dismissal of Board of Directors members of the Joint Venture by the RUA requires time for implementation, while the interests of the Joint Venture cannot be delayed. To prevent greater losses, the Board of Commissioners of the Joint Venture as a supervisory organ is given the authority to carry out temporary dismissal. Paragraph (2) Clear enough. Paragraph (3) Clear enough. Paragraph (4) Clear enough. Paragraph (5) Clear enough. Paragraph (6) Clear enough. Paragraph (7) In the event that the temporary dismissal becomes void, the relevant Board of Directors member of the Joint Venture regains the authority to manage the Joint Venture.

Article 50
Clear enough.

Article 51
Clear enough.

Article 52
Clear enough.

Article 53
Clear enough.

Article 54
Clear enough.

Article 55
Paragraph (1)
The meeting format is adjusted to the needs of the Joint Venture, including by using teleconference technology.
Paragraph (2)
Clear enough.
Paragraph (3)
Clear enough.
Paragraph (4)
Clear enough.
Paragraph (5)
Clear enough.

Article 56
Paragraph (1)
Letter a
Clear enough.
Letter b
What is meant by "family relationship" is a family relationship that occurs after the appointment of Board of Directors members of the Joint Venture due to marriage, in-laws, and descent up to the second degree. Paragraph (2) Clear enough.

Article 57
Paragraph (1)
Clear enough.
Paragraph (2)
Specific values can be nominal values, or percentages of a certain base, such as technical reserves, net assets, or total assets. The specific value approved by the RUA is higher than that approved by the Board of Commissioners of the Joint Venture. Paragraph (3) Clear enough.

Article 58
Clear enough.

Article 59
Clear enough.

Article 60
Clear enough.

Article 61
Clear enough.

Article 62
Clear enough.

Article 63
Clear enough.

Article 64
Paragraph (1)
The appointment of Board of Directors members of the Joint Venture is void ab initio from the time the violation of the provisions by other Board of Directors members of the Joint Venture or the Board of Commissioners of the Joint Venture is known based on valid evidence, and the relevant Board of Directors member of the Joint Venture is notified in writing at the time the matter is known. Paragraph (2) Clear enough. Paragraph (3) What is meant by "other Board of Directors members of the Joint Venture" is Board of Directors members of the Joint Venture other than the Board of Directors member of the Joint Venture whose appointment is void ab initio and has the authority to represent the Board of Directors of the Joint Venture in accordance with the Articles of Association. If there are no other Board of Directors members of the Joint Venture, the Board of Commissioners of the Joint Venture carries out the announcement and notification to the Financial Services Authority. Paragraph (4) Clear enough. Paragraph (5) Clear enough. Paragraph (6) Clear enough.

Article 65
Clear enough.

Article 66
Paragraph (1)
Clear enough.
Paragraph (2)
Based on these provisions, if the number of Board of Commissioners members is even, then the number of independent commissioners must be at least equal to the number of non-independent commissioners. Whereas if the number of Board of Commissioners members is odd, then the number of independent commissioners must be greater than the number of non-independent commissioners. Example, if the number of Board of Commissioners members is 3 (three) people, then the number of independent commissioners is at least 2 (two) people. Paragraph (3) Clear enough.

Article 67
Clear enough.

Article 68
Paragraph (1)
Letter a
Clear enough.
Letter b
Clear enough.
Letter c
Clear enough.
Letter d
What is meant by "unaffiliated" is not having a family relationship with members of the Board of Directors of the Joint Venture, other members of the Board of Commissioners of the Joint Venture, and/or RUA Participants. The family relationship referred to is due to marriage or descent up to the second degree, both horizontally and vertically. Letter e Clear enough. Letter f Clear enough. Letter g Clear enough. Letter h Clear enough. Letter i Clear enough. Letter j Clear enough. Letter k Clear enough. Paragraph (2) Letter a Clear enough. Letter b Clear enough. Letter c Clear enough. Letter d Other requirements set by the Financial Services Authority include:

never having been a member of the Board of Commissioners of the Joint Venture, a member of the sharia supervisory board, or holding a position 1 (one) level below the Board of Directors of the Joint Venture in the Joint Venture or another company that has an Affiliation relationship with the Joint Venture in the last 1 (one) year;
understanding insurance legislation and other relevant legislation;
having good knowledge of the financial condition of the Joint Venture;
having good knowledge of the interests of policyholders, insured parties, and/or parties entitled to benefits; and
residing in Indonesia.
Paragraph (3)
Clear enough.

Article 69
Paragraph (1)
Clear enough.
Paragraph (2)
Clear enough.
Paragraph (3)
The RUA decision contains, among others, regarding the date when the appointment, replacement, or dismissal of Board of Commissioners members of the Joint Venture takes effect, as well as the term of office of Board of Commissioners members of the Joint Venture. Paragraph (4) The consideration of the composition of the Board of Commissioners of the Joint Venture based on their term of office aims to ensure that the supervision process carried out by the Board of Commissioners of the Joint Venture is continuous. Paragraph (5) Clear enough.

Article 70
Clear enough.

Article 71
Paragraph (1)
Clear enough.
Paragraph (2)
What is meant by "in certain conditions", among others, is when all Board of Directors members of the Joint Venture are unable to serve or are temporarily dismissed or when all Board of Directors members of the Joint Venture have a conflict of interest with the Joint Venture. Paragraph (3) Clear enough.

Article 72
Clear enough.

Article 73
Clear enough.

Article 74
It is clear enough.

Article 75
Paragraph (1)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
It is clear enough.
Letter f
It is clear enough.
Letter e
It is clear enough.
Letter f
It is clear enough.
Letter g
The procedure for the resignation of members of the Board of Commissioners is regulated in the Articles of Association, which include among other things the time frame for submitting the resignation. Paragraph (2) It is clear enough. Paragraph (3) It is clear enough. Paragraph (4) It is clear enough. Paragraph (5) It is clear enough.

Article 76
It is clear enough.

Article 77
It is clear enough.

Article 78
It is clear enough.

Article 79
It is clear enough.

Article 80
Paragraph (1)
What is meant by "giving approval" is giving written approval from the Board of Commissioners of the Joint Venture.
What is meant by "assistance" is the action of the Board of Commissioners of the Joint Venture accompanying the Board of Directors of the Joint Venture in carrying out certain legal acts. The giving of approval or assistance by the Board of Commissioners of the Joint Venture to the Board of Directors of the Joint Venture in carrying out certain legal acts referred to in this paragraph does not constitute management action. Paragraph (2) What is meant by "legal acts that remain binding on the Joint Venture" is legal acts carried out without the approval of the Board of Commissioners of the Joint Venture in accordance with the provisions of the Articles of Association that remain binding on the Joint Venture, unless it can be proven that the other party did not act in good faith. The provisions as referred to in this paragraph may result in personal liability of Board of Directors members in accordance with the provisions of this Financial Services Authority Regulation.

Article 81
It is clear enough.

Article 82
It is clear enough.

Article 83
Paragraph (1)
The form of the meeting is adjusted to the needs of the Joint Venture, including by using teleconference technology.
Paragraph (2)
Letter a
Meetings inviting the Board of Directors are held for the purpose of evaluating/setting strategic policies and/or evaluating the implementation of the insurance company's business plan every quarter. Letter b It is clear enough. Paragraph (3) Fulfillment of 80% (eighty percent) at the Board of Commissioners meeting includes attendance through circular resolution. Paragraph (4) It is clear enough. Paragraph (5) It is clear enough. Paragraph (6) It is clear enough. Paragraph (7) It is clear enough. Paragraph (8) It is clear enough.

Article 84
It is clear enough.

Article 85
It is clear enough.

Article 86
It is clear enough.

Article 87
It is clear enough.

Article 88
It is clear enough.

Article 89
Paragraph (1)
It is clear enough.
Paragraph (2)
What is meant by "insurance technical functions" includes actuarial functions, product development and monitoring, underwriting, and claims.

Article 90
It is clear enough.

Article 91
It is clear enough.

Article 92
Accounting notes and supporting data are required so that the public accountant can give their opinion regarding the fairness, compliance, and suitability of the Joint Venture's financial reports with financial accounting standards.

Article 93
Paragraph (1)
What is meant by "remuneration" includes among other things salary, allowances, and/or honorariums.
Paragraph (2)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
Life insurance companies that are equivalent can be measured by assets, premium income, marketing coverage area, and number of policyholders.
Letter d
It is clear enough.

Article 94
It is clear enough.

Article 95
It is clear enough.

Article 96
It is clear enough.

Article 97
It is clear enough.

Article 98
It is clear enough.

Article 99
It is clear enough.

Article 100
It is clear enough.

Article 101
It is clear enough.

Article 102
It is clear enough.

Article 103
It is clear enough.

Article 104
Paragraph (1)
What is meant by "managing securities" is storing all investment instruments in the capital market with another party (custodian institution/securities storage). Paragraph (2) It is clear enough. Paragraph (3) Investment field experts have passed the exam as investment manager representatives, evidenced by a certificate issued by the capital market professional standards committee or an expertise certificate from a specialized capital market educational institution that has received recognition from the Financial Services Authority. Investment field experts are not required to have an individual license as an investment manager representative from the Financial Services Authority.

Article 105
It is clear enough.

Article 106
It is clear enough.

Article 107
It is clear enough.

Article 108
It is clear enough.

Article 109
It is clear enough.

Article 110
Paragraph (1)
It is clear enough.
Paragraph (2)
What is meant by "reliable" is a reporting system that uses technology in accordance with the operational needs of the Program Manager.

Article 111
Paragraph (1)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
What is meant by "material transaction" is a transaction with a value of 20% (twenty percent) or more of the Program Manager's equity.
Letter d
It is clear enough.
Letter e
What is meant by "significant decline in investment performance" is a decline for each type of investment and/or total investment that is greater than 50% (fifty percent) of the previous period's performance. Letter f It is clear enough. Letter g It is clear enough. Letter h It is clear enough. Paragraph (2) It is clear enough. Paragraph (3) It is clear enough.

Article 112
It is clear enough.

Article 113
It is clear enough.

Article 114
It is clear enough.

Article 115
It is clear enough.

Article 116
It is clear enough.

Article 117
Paragraph (1)
It is clear enough.
Paragraph (2)
Guidelines for good corporate governance for the Joint Venture and the self-assessment checklist are prepared by a committee formed by the government tasked with formulating good corporate governance policies.

Article 118
It is clear enough.

Article 119
It is clear enough.

Article 120
It is clear enough.

Article 121
It is clear enough.

Article 122
It is clear enough.

Article 123
Paragraph (1)
Letter a
What is meant by "reserve funds" is funds set aside from the utilization of profits used to build up equity.
Letter b
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Paragraph (5)
Proportional calculation is carried out by the Joint Venture's actuary based on the value of technical reserves.
Paragraph (6)
It is clear enough.

Article 124
Paragraph (1)
Provisions on the utilization of profits in the Articles of Association include among other things the characteristics of products that receive profit utilization and the mechanism for profit distribution. Paragraph (2) What is meant by "Joint Venture internal guidelines" is the standard operating procedures for the utilization of profits of the Joint Venture. Paragraph (3) It is clear enough.

Article 125
It is clear enough.

Article 126
Paragraph (1)
What is meant by "reserve funds" is funds set aside from the utilization of profits used to build up equity.
The recording of reserve funds in financial reports is categorized as equity and can be equated with retained earnings in general insurance companies.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
Proportional calculation is carried out by the Joint Venture's actuary based on the value of technical reserves.
Paragraph (5)
It is clear enough.

Article 127
Paragraph (1)
Provisions on the charging of losses in the Articles of Association include among other things the characteristics of products that receive loss charging and the mechanism for loss charging. Paragraph (2) What is meant by "Joint Venture internal guidelines" is the standard operating procedures for the charging of losses of the Joint Venture. Paragraph (3) It is clear enough.

Article 128
It is clear enough.

Article 129
It is clear enough.

Article 130
It is clear enough.

Article 131
It is clear enough.

Article 132
Paragraph (1)
It is clear enough.
Paragraph (2)
Letter a
It is clear enough.
Letter b
It is clear enough.
Letter c
What is meant by "creditor" is any party that has a claim or debt against the Joint Venture, including policyholders, insured parties, and/or other parties entitled to insurance benefits and employees of the Joint Venture. Letter d It is clear enough. Paragraph (3) It is clear enough.

Article 133
It is clear enough.

Article 134
Paragraph (1)
Letter a
It is clear enough.
Letter b
What is meant by "letter" includes electronic mail.
Paragraph (2)
It is clear enough.

Article 135
It is clear enough.

Article 136
It is clear enough.

Article 137
It is clear enough.

Article 138
It is clear enough.

Article 139
Liability of Members for limited obligations when there is a remaining liquidation result obtained by Members.

Article 140
It is clear enough.

Article 141
Paragraph (1)
It is clear enough.
Paragraph (2)
This provision can be carried out by meeting one of the following conditions:

The General Meeting of Shareholders (GMS) cannot be held;
The GMS can be held but fails to decide on Dissolution and fails to form a Liquidation Team; or
The GMS can be held and successfully decides on Dissolution but fails to form a Liquidation Team.
Paragraph (3)
It is clear enough.

Article 142
Paragraph (1)
What is meant by "closing balance sheet" is the Joint Venture's balance sheet for the period of the date of revocation of the business license, prepared in accordance with applicable financial accounting standards. Paragraph (2) It is clear enough. Paragraph (3) What is meant by "liability" is liability for the preparation, truthfulness of content, and submission of the closing balance sheet. Paragraph (4) It is clear enough. Paragraph (5) It is clear enough. Paragraph (6) It is clear enough.

Article 143
It is clear enough.

Article 144
It is clear enough.

Article 145
It is clear enough.

Article 146
Paragraph (1)
This provision can be carried out by meeting one of the following conditions:

The General Meeting of Shareholders (GMS) cannot be held;
The GMS can be held but fails to decide on Dissolution and fails to form a Liquidation Team; or
The GMS can be held and successfully decides on Dissolution but fails to form a Liquidation Team.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.

Article 147
It is clear enough.

Article 148
It is clear enough.

Article 149
It is clear enough.

Article 150
It is clear enough.

Article 151
It is clear enough.

Article 152
It is clear enough.

Article 153
It is clear enough.

Article 154
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Paragraph (5)
Letter a
It is clear enough.
Letter b
What is meant by "other settlement steps in accordance with legislation" includes among other things settlement through the court.

Article 155
It is clear enough.

Article 156
Paragraph (1)
It is clear enough.
Paragraph (2)
Letter a
Knowledge and experience in the relevant insurance field referred to in this paragraph includes experience as a shareholder or equivalent to a shareholder in a legal entity in the form of a cooperative, member of the Board of Directors, member of the Board of Commissioners, member of the Sharia Supervisory Board, and/or employee of the company. Letter b It is clear enough. Paragraph (3) It is clear enough.

Article 157
Paragraph (1)
Letter a
An example of not performing duties well is being unable to be objective in performing duties.
Letter b
It is clear enough.
Letter c
It is clear enough.
Letter d
What is meant by "permanent impediment" is being unable to perform duties or medically estimated to be unable to perform duties for more than 6 (six) consecutive months. Letter e It is clear enough. Paragraph (2) It is clear enough. Paragraph (3) It is clear enough. Paragraph (4) It is clear enough.

Article 158
It is clear enough.

Article 159
It is clear enough.

Article 160
It is clear enough.

Article 161
It is clear enough.

Article 162
Paragraph (1)
What is meant by "accrued salary" is all salaries that have not been paid until the date of termination of employment.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Paragraph (5)
It is clear enough.
Paragraph (6)
It is clear enough.
Paragraph (7)
It is clear enough.
Paragraph (8)
It is clear enough.
Paragraph (9)
The funds for the payment of employees' salaries that have become due come from the Joint Venture's funds, not from insurance funds.

Article 163
Paragraph (1)
What is meant by "rights of policyholders, insured parties, and/or parties entitled to insurance benefits" are claims of policyholders, insured parties, and/or parties entitled to insurance benefits arising from issued policies, including insurance claims. Paragraph (2) It is clear enough. Paragraph (3) It is clear enough. Paragraph (4) It is clear enough. Paragraph (5) It is clear enough. Paragraph (6) It is clear enough. Paragraph (7) It is clear enough.

Article 164
It is clear enough.

Article 165
It is clear enough.

Article 166
It is clear enough.

Article 167
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
Claims are submitted through the Financial Services Authority to facilitate the collection process, but the Financial Services Authority does not verify the claims. Paragraph (5) What is meant by "competent authority" is the court or other parties given authority by law to block assets. Paragraph (6) It is clear enough. Paragraph (7) It is clear enough. Paragraph (8) It is clear enough.

Article 168
It is clear enough.

Article 169
It is clear enough.

Article 170
It is clear enough.

Article 171
It is clear enough.

Article 172
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
Fair market price can be obtained among other things based on the results of an assessment by an independent appraiser or self-assessment by the Liquidation Team considering the value of the taxable object. Paragraph (4) It is clear enough.

Article 173
What is meant by "liquidation execution costs" is all costs incurred during the execution of Liquidation listed in the liquidation cost list, including among other things honorariums for the Liquidation Team, court case costs, due auction costs, and office operational costs.

Article 174
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
What is meant by "direct supervision" is examination.
Paragraph (4)
What is meant by "other parties" includes among other things independent actuaries and appraisers.

Article 175
It is clear enough.

Article 176
It is clear enough.

Article 177
It is clear enough.

Article 178
It is clear enough.

Article 179
It is clear enough.

Article 180
Paragraph (1)
It is clear enough.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
Letter a
It is clear enough.
Letter b
What is meant by "other steps in accordance with legislation" includes among other things settlement through the court.

Article 181
It is clear enough.

Article 182
It is clear enough.

Article 183
It is clear enough.

Article 184
It is clear enough.

Article 185
Paragraph (1)
It is clear enough.
Paragraph (2)
Letter a
It is clear enough.
Letter b
Examination is carried out among other things to verify debts submitted by creditors with notes and/or evidence available at the Joint Venture.

Article 186
Paragraph (1)
In approving or rejecting a creditor's application, the Financial Services Authority does not solely base its decision on the fulfillment of the requirement of having two or more creditors and not paying at least one debt that has become due and is collectible, but also considers other matters, especially the condition of the Joint Venture. Given that the Joint Venture gathers public funds through insurance premiums, the Joint Venture bears public trust, especially from policyholders or insured parties whose numbers are relatively large. The trust of policyholders or insured parties and business actors must be maintained so that it does not decrease or disappear. Efforts to restore public trust are very costly for the economy, so it is very reasonable that bankruptcy efforts against the Joint Venture need to be carried out very carefully. Letter a It is clear enough. Letter b It is clear enough. Letter c It is clear enough. Letter d It is clear enough. Letter e It is clear enough. Letter f What is meant by "specific conditions" includes among other things:
a. economic impact and public trust that may arise as a result of the Joint Venture being declared bankrupt; b. the Joint Venture is in a financial rehabilitation state;
c. there are other settlement alternatives; or
d. the Financial Services Authority will revoke the business license of the Joint Venture.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Paragraph (5)
It is clear enough.

Article 187
It is clear enough.

Article 188
It is clear enough.

Article 189
It is clear enough.

Article 190
What is meant by "insolvency state" is a state of inability to pay that occurs when the debt matching meeting does not offer a peace plan, the offered peace plan is not accepted, or the ratification of peace is rejected based on a decision that has obtained permanent legal force as regulated in the law regarding bankruptcy.

Article 191
It is clear enough.

Article 192
Paragraph (1)
Changes in legal entity form can be carried out among other things in the context of financial rehabilitation and/or business development.
Paragraph (2)
It is clear enough.
Paragraph (3)
It is clear enough.
Paragraph (4)
It is clear enough.
Paragraph (5)
It is clear enough.
Paragraph (6)
It is clear enough.
Paragraph (7)
It is clear enough.
Paragraph (8)
It is clear enough.
Paragraph (9)
It is clear enough.
Paragraph (10)
It is clear enough.
Paragraph (11)
It is clear enough.
Paragraph (12)
It is clear enough.

Article 193
It is clear enough.

Article 194
It is clear enough.

Article 195
Paragraph (1)
What is meant by "accumulated losses in financial reports" is losses recorded in the Joint Venture's financial reports that have accumulated up to the current year but have not yet been charged to Members. Paragraph (2) It is clear enough. Paragraph (3) It is clear enough. Paragraph (4) It is clear enough. Paragraph (5) Legislative provisions that can be used include among other things Financial Services Authority Regulations regarding the determination of status and follow-up supervision of non-bank financial service institutions. Supervisory actions are given based on the Financial Services Authority's assessment of the problems faced by the Joint Ventures.

Article 196
It is clear enough.

Article 197
It is clear enough.

SUPPLEMENT TO THE STATE GAZETTE OF THE REPUBLIC OF INDONESIA NUMBER 35/OJK

Financial Services Authority Regulation Number 7 of 2023 Concerning Governance and Institutional Structure of Joint Venture Insurance Companies

Lineage: In force