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Guidelines in carrying out duties and responsibilities

The Board of Directors is a corporate organ authorized and fully responsible for the management of the Company for the benefit of the Company, in accordance with the purposes and objectives of the Company and representing the Company, both inside and outside the court in accordance with the provisions of the Articles of Association. Meanwhile, the Board of Commissioners is a corporate organ tasked with conducting supervision in accordance with the Articles of Association and providing advice to the Board of Directors. The Board of Directors and the Board of Commissioners shall, in good faith and with full responsibility, carry out their duties for the benefit of the Company.

To fulfill the interests of stakeholders, the Board of Directors and the Board of Commissioners, the company has prepared a Board Manual as a working guideline for the Board of Directors and the Board of Commissioners in carrying out their duties and responsibilities in the best interests of the Company.

Board Manual Bio Farma
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Susunan Dewan Komisaris Bio Farma

GUIDELINES AND POLICIES FOR SETTING DUTIES, AUTHORITY AND LIABILITY OF THE BOARD OF COMMISSIONERS

As a good State-Owned Enterprise and implementing sustainable GCG, in determining the duties, authorities and obligations of the Board of Commissioners of Bio Farma refers to the following guidelines and policies:

  1. Regulation of the Minister of State-Owned Enterprises Number: PER-01/MBU/2011 dated August 1, 2011 concerning the Implementation of Good Corporate Governance in SOEs as last amended through Regulation of the Minister of State-Owned Enterprises Number: PER-09/MBU/2012 dated July 6, 2012 concerning Amendments to Regulation of the Minister of State-Owned Enterprises Number: PER-01/MBU/2011 concerning the Implementation of Good Corporate Governance in SOEs.
  2. Articles of Association of the Company
  3. Joint Decree of the Board of Commissioners and Directors of PT Bio Farma (Persero) Number: KEP-06/DK/ BF/II/2013, Number: 01025/DIR/II/2013 concerning the Board Manual of PT Bio Farma (Persero).

DUTIES OF THE BOARD OF COMMISSIONERS DIVISION

The division of labor among the members of the Board of Commissioners is regulated by the Board of Commissioners itself, and for the smooth running of its duties the Board of Commissioners is assisted by the Secretary of the Board of Commissioners who is appointed and dismissed by the Board of Commissioners at the expense of the Company.

Duties of the Board of Commissioners of Bio Farma

  1. The Board of Commissioners is tasked with supervising the management policy, the course of management in general both regarding the Company and the Company's business carried out by the Board of Directors and providing advice to the Board of Directors including supervision of the implementation of the Company's Long Term Plan (RJP), Work Plan and Budget (RKAP) as well as the provisions of the Articles of Association and Resolutions of the General Meeting of Shareholders (GMS), as well as applicable laws and regulations, for the benefit of the Company and in accordance with the purposes and objectives of the Company.
  1. In carrying out their duties, each member of the Board of Commissioners must:
  • Comply with the Articles of Association and laws and regulations as well as the principles of professionalism, efficiency, transparency, independence, accountability, responsibility, and fairness.
  • Be in good faith, prudent and responsible in carrying out supervisory and advisory duties to the Board of Directors for the benefit of the Company and in accordance with the purposes and objectives of the Company.

Authority of the Board of Commissioners of Bio Farma

  1. In carrying out its duties the Board of Commissioners is authorized to:
  • See books, letters, and other documents, examine cash for verification purposes and others, securities and examine the Company's assets.
  • Enter the grounds, buildings and offices used by the Company.
  • Request explanations from the Board of Directors and / or other officials regarding all issues relating to the management of the Company.
  • Knowing all policies and actions that have been and will be carried out by the Board of Directors.
  • Request the Board of Directors and/or other officials under the Board of Directors with the knowledge of the Board of Directors to attend Board of Commissioners meetings.
  • Appoint and dismiss the Secretary of the Board of Commissioners, if deemed necessary.
  • Temporarily suspend members of the Board of Directors in accordance with the provisions of the Articles of Association.
  • Establish other Committees other than the Audit Committee, if deemed necessary by taking into account the Company's capabilities.
  • Use experts for certain matters and within a certain period of time at the expense of the Company, if deemed necessary.
  • Perform management actions of the Company in certain circumstances for a certain period of time in accordance with the provisions of the Company's Articles of Association.
  • Attend board of directors meetings and provide views on matters discussed.
  • Carry out other supervisory authority as long as it does not conflict with laws and regulations, the Articles of Association, and/or resolutions of the GMS.
  1. The Board of Commissioners is authorized to approve or reject in writing the Board of Directors' plan in terms of:
  • Pledging fixed assets for short-term credit withdrawal.
  • Establishing cooperation with business entities or other parties in the form of license cooperation, management contracts, leasing assets, Joint Operation (KSO), Build Operate Transfer (BOT), Build Own Transfer (BOWT), Build Transfer Operate (BTO) and other cooperation with the following provisions:
  • Leasing assets.
  • The Board of Directors must obtain written approval from the Board of Commissioners to lease the Company's assets for a period of more than 3 (three) years up to 5 (five) years with a lease/transaction value of more than 1% up to 2.5% of revenue, or more than 2% up to 5% of the Company's equity, whichever is smaller.
  • Build Operate Transfer (BOT), Build Own Transfer (BOWT), Build Transfer Operate (BTO).
  • The Board of Directors must obtain written approval from the Board of Commissioners to carry out Build Operate Transfer (BOT) Cooperation.
  • The Board of Directors must obtain written approval from the Board of Commissioners to conduct Build Operate Transfer/BOT Cooperation.
  • Build Own Transfer (BOWT), Build Transfer Operate (BTO) with a period of more than 10 (ten) years up to 20 (twenty) years with the value of the Company's assets under cooperation of more than 6% up to 12.5% of revenue or more than 6.5% up to 13% of the Company's equity, whichever is smaller.
  • Management Contract and Other Cooperation.
  • The Board of Directors must obtain written approval from the Board of Commissioners to conduct Management Contracts and Other Cooperation with a period of more than 10 (ten) years with an investment value (assets of the Company being cooperated) of more than 2.5% to 5% of revenue or more than 5% to 10% of the Company's equity, whichever is smaller.
  • The implementation of the aforementioned actions in numbers 1, 2, 3 and 4, must be accompanied by an Integrity Pact containing a statement from the Board of Directors and/or the Board of Commissioners that the implementation of such actions has been carefully considered and in good faith, without the influence of other parties and without Conflict of Interest, and with full care for the best interests of the Company with due observance of applicable regulations and the principles of Good Corporate Governance (GCG).
  • Receive or provide medium/long-term loans except loans (payables or receivables) arising from business transactions and loans granted to subsidiaries of the Company, provided that loans to subsidiaries of the Company are reported to the Board of Commissioners.
  • Writing off bad debts and dead inventory.
  • Disposing of movable fixed assets with an economic life commonly applicable in the industry in general of up to 5 (five) years. Establishing an organizational structure of 1 (one) level below the Board of Directors.
  • To appoint and dismiss the Head of Internal Audit Unit.
  • Appoint and dismiss the Corporate Secretary.
  1. Within 30 (thirty) days from the receipt of the application or explanation and complete documents from the Board of Directors, the Board of Commissioners must provide a decision on the request of the Board of Directors as referred to in number 2 above.

DESCRIPTION OF THE BOARD OF COMMISSIONERS

The Board of Commissioners as the Company's Organ is tasked and collectively responsible for conducting supervision in accordance with the Company's Articles of Association, providing advice to the Board of Directors and ensuring that the Company implements GCG effectively, efficiently and sustainably. The Board of Commissioners may not participate in making operational decisions. The position of each member of the Board of Commissioners including the President Commissioner is equal. The duty of the President Commissioner as primus inter pares is to coordinate the activities of the Board of Commissioners.


DIVISION OF DUTIES AND RESPONSIBILITIES OF BIO FARMA'S BOARD OF COMMISSIONERS



Name

Position

Duties

Farid Wadjdi Husain

President Commissioner

Coordinating the duties of members of the Board of Commissioners Supervising and providing direction and advice to the Board of Directors in carrying out its overall duties including compliance with the provisions of the articles of association, applicable laws and regulations.

Saud Usman Nasution

In charge of Human Resources

To supervise and advise on all aspects related to HR preparation systems and procedures, starting from the recruitment system, discipline enforcement, payroll system and incentives, employee training, company organization As First Vice Chairman of the Risk, Development and GCG Committee with duties as stipulated in the Charter of the Risk, Development and GCG Committee.

Made Arya Wijaya

In charge of Finance

Supervise and provide advice on all aspects related to the procedures and processes for the preparation of work plans and budgets, long-term plans, financial accountability and the preparation of reporting which includes quarterly management reports and annual financial reports with due regard to applicable reporting standards as Chairman of the Audit Committee with duties as set out in the Audit Committee Charter.

Yuni Suryanto

In charge of Marketing and Information Technology

To supervise and advise on all aspects related to domestic and foreign marketing and supervise the preparation and implementation of the IT Master Plan as Vice Chairman of the Audit Committee with duties as set out in the Audit Committee Charter

Heridadi

In charge of Research and Development

To supervise and advise on all aspects related to research, development of vaccine and antisera products as Chairman of the Risk, Development and GCG Committee with duties as stipulated in the Charter of the Risk, Development and GCG Committee

Oscar Primadi

In charge of Production

Supervising and advising on all aspects related to production activities including the production process including investment plans to increase production capacity, availability of finished goods, work in process, raw materials and control of expired inventory as the Second Vice Chairman of the Risk, Development and GCG Committee with duties as stipulated in the Charter of the Risk, Development and GCG Committee.


 

Description of Board of Commissioners' Responsibilities:

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In carrying out its duties, the Board of Commissioners is obliged to:

  1. Provide advice to the Board of Directors in carrying out the management of the Company.
  2. Examine and review and sign the Company's RJP and the Company's Work Plan and Budget prepared by the Board of Directors, in accordance with the provisions of the Company's Articles of Association.
  3. Provide opinions and suggestions to the GMS regarding the Company's RJP and the Company's Work Plan and Budget regarding the reasons for the Board of Commissioners to sign the RJP and RKAP.
  4. Follow the development of the Company's activities, provide opinions and suggestions to the GMS regarding any issues deemed important for the management of the Company.
  5. Report immediately to the GMS if there are symptoms of a decline in the Company's performance.
  6. Examining and reviewing periodic reports and annual reports prepared by the Board of Directors and signing the annual report.
  7. Provide explanations, opinions and suggestions to the GMS regarding the Annual Report, if requested.
  8. Prepare the annual work plan and budget of the Board of Commissioners which is an integral part of the RKAP.
  9. Establish an Audit Committee.
  10. Propose a Public Accountant to the GMS.
  11. Prepare minutes of the Board of Commissioners meeting and keep a copy.
  12. Reporting to the Company regarding his/her and/or his/her family's share ownership in the Company and other companies.
  13. Provide a report on supervisory duties that have been carried out during the past fiscal year to the GMS.
  14. Carry out other obligations in the context of supervisory and advisory duties, as long as they do not conflict with laws and regulations, the Articles of Association, and/or GMS resolutions.
  15. The Board of Commissioners must monitor that GCG has been implemented effectively and sustainably.
  16. Propose the Key Performance Indicator (KPI) of the Board of Commissioners to the GMS.
  17. Present quarterly reports on the progress of the realization of the Key Performance Indicators to the Shareholders.
  1. The Board of Commissioners shall ensure that the Company's Annual Report contains information regarding its identity, main occupation, position of the Board of Commissioners in other companies, including meetings conducted in a fiscal year (internal meetings and joint meetings with the Board of Directors), as well as honorarium, facilities, and/or other benefits received from the Company.
  2. The BOC shall report to the Company regarding its and/or its family's share ownership in the Company and other companies, including any changes.
  3. The BOC is responsible to the Company for maintaining the confidentiality of the Company's information.
  4. Information, which under the provisions of laws and regulations and/or the Company's provisions constitutes confidential information relating to the Company, shall be kept confidential in accordance with the provisions of laws and regulations and/or the Company's provisions.
  5. Confidential information obtained while serving as the Board of Commissioners shall remain confidential in accordance with applicable laws and regulations.

 

  1. The Board of Commissioners reviews the Draft Annual Report including the financial statements that have been audited by a public accountant.
  2. The Board of Directors and the Board of Commissioners sign the Annual Report to be submitted by the Board of Directors to the Shareholders.

 

  1. The Board of Commissioners reviews and provides an opinion on the RKAP prepared by the Board of Directors before it is jointly signed.
  2. The Board of Commissioners provides direction to the Board of Directors on the implementation of the Company's plans and policies contained in the RKAP which is an elaboration of the RJP.

The Board of Commissioners reviews and provides an opinion on the RJP prepared by the Board of Directors before it is signed.

The Board of Commissioners has an obligation to supervise and advise the Board of Directors to establish an effective internal control system.

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