Good Corporate Governance
In order to build good corporate governance, the Company shall have a commitment, consistent, and persistent from all relevant parties, i.e : all management levels, Employees, Board of Commissioners, Government and other Stakeholders.
- Good Corporate Governance
- Quality Assurance Control
- Responsibilty to Customer
- Corporate Governance Implementation Process
- Gratification Control Process
- Process of Whistle Blowing System
- Guidelines for The Board of Commisioner and Director
- Biofarma Code of Conduct
- Guidelines for Handling Conflict of Interest
- Risk Management
- Directors Guidelines
- Audit Committee
- Development Risk and GCG Committee
- Superior Performance Assessment Criteria
AUDIT COMMITTEE CHARTER
The Audit Committee Charter is a formal document as a form of commitment from the Board of Commissioners and the Board of Directors in an effort to create good supervisory conditions in the Company. The ratified Audit Committee Charter will be a reference for the Audit Committee in carrying out its duties and responsibilities. The Audit Committee Charter is socialized to be understood by all parties involved to create good cooperation in realizing the vision, mission and objectives of PT Biofarma (Persero).
In addition to assisting new members in conducting orientation, the Audit Committee Charter will also be a means of communication (Public Relation) to demonstrate the commitment of the Board of Commissioners and Directors to the effectiveness of corporate governance, internal control, risk assessment, and overall company management.
To become an Audit Committee that has high competence, works professionally and independently in assisting the Board of Commissioners in carrying out supervision and providing advice to the Board of Directors.
To assist the Board of Commissioners in carrying out its supervisory duties and functions, especially in encouraging the company to be managed with sound management consistently in accordance with GCG principles based on the principles of Transparency, Accountability, Responsibility, Independence and Faimess imbued with values and ethics.
This Audit Committee Charter is prepared as a guideline so that the Audit Committee can carry out its duties and responsibilities efficiently, effectively, transparently, competently, independently, accountability and in accordance with applicable laws and regulations.
- The Audit Committee is established by the Board of Commissioners and is therefore directly responsible to the Board of Commissioners.
- The Audit Committee works collectively and carries out its duties independently of the Company's management.
- The Audit Committee shall report the results of its evaluation to the Board of Commissioners.
Composition of the Audit Committee
- The Audit Committee membership consists of at least 1 (one) chairman and 2 (two) members.
- The Chairman of the Audit Committee is one of the Company's Commissioner Members.
- Audit Committee members are experts who are not employees of the Company and have no financial relationship with the Company.
Audit Committee Criteria
The requirements to be appointed as a Member of the Audit Committee are:
- Have high integrity, ability, adequate knowledge and experience in accordance with their educational background and able to communicate well.
- One of the Audit Committee Members has an accounting or finance education background.
- Have sufficient knowledge to read and understand reports.
- Have sufficient knowledge of the laws and regulations in the capital market and other related laws and regulations.
- Able to communicate effectively.
- Can provide sufficient time to complete their duties.
- Not a person in a Public Accounting Firm, Legal Consultant Firm, or other party that provides audit services, non-audit services and or other consulting services to the Company within the last 6 (six) months before being appointed by the Commissioner.
- Not a person who has the authority and responsibility to plan, lead or control the activities of the Company within the last 12 (twelve) months.
- Not concurrently serving as a member of the Audit Committee in other BUMN/Companies.
- Does not have:
- Family relationship by marriage and descent to the second degree, both horizontally and vertically with commissioners, directors or major shareholders of the Company, and or
- Direct or indirect business relationship related to the Company's business activities.
Term of Office
- The maximum term of office of the Chairman of the Audit Committee is the same as his term of office as an Independent Commissioner.
- In the event that a member of the Board of Commissioners who serves as Chairman of the Audit Committee ceases to be a member of the Board of Commissioners, the Chairman of the Audit Committee shall be replaced by another member of the Board of Commissioners within 30 (thirty) days at the latest.
- The term of office of Audit Committee Members who are not members of the Company's Board of Commissioners shall be a maximum of 3 (three) years and may be extended once for 2 (two) years.
- The Board of Commissioners may dismiss the Audit Committee Members at any time.
- The appointment and dismissal of the Chairman and Members of the Audit Committee are reported to the General Meeting of Shareholders (GMS).
Kepada Anggota Komite Audit baru diberikan orientasi atau program pengenalan mengenai peran, tanggung jawab dan kerangka kerja Komite Audit.
Komite Audit menerima otoritas dan penugasan dari Dewan Kornisaris dengan memperhatikan peraturan yang terkait dengan Badan Usaha Milik Negara.
Dalam menjalankan tugasnya Komite Audit berwenang untuk rnengakses catatan atau informasi tentang karyawan, dana, aset serta sumber daya perseroan lainnya yang berkaitan dengan pelaksanaan tugasnya.
Komite Audit,berdasarkan Surat Tugas dari Komisaris, memiliki hak akses atas informasi yang ada di perusahaan dari direksi, SPI dan semua satuan organisasi perusahaan. Jika terjadi kasus/ indikasi penyimpangan komite audit perlu meneliti/klarifikasi kasus-kasus tersebut.
Komite Audit dengan persetujuan Komisaris dapat meminta saran dan bantuan dari tenaga ahli dan professional lain atas beban Perseroan.
The Audit Committee is tasked with providing opinions to the Board of Commissioners on reports or matters submitted by the directors, identifying matters that require the attention of the Board of Commissioners and carrying out other tasks related to the duties of the Board of Commissioners, including:
- Ensuring the effectiveness of the internal control system and the effectiveness of the implementation of the duties of the external auditor and internal auditor;
- Ensuring that there are satisfactory review procedures for information issued by the company, including periodic financial reports, projections / forecasts and other financial information submitted to shareholders.
- Assess the implementation planning and results of audits conducted by SPI (internal auditors) and external auditors to ensure that the implementation and reporting of audits by auditors meet audit standards.
- Provide recommendations on improving the company's internal control system and its implementation.
- Identifying matters that require the attention of the Board of Commissioners.
- Carry out other duties assigned by the Board of Commissioners within the scope of duties and obligations of the Board of Commissioners.
The Audit Committee shall make an annual program/work plan that contains a work schedule and the use of necessary resources.
The Audit Committee shall maintain the confidentiality of documents, data and information regarding the Company obtained during its duties as Audit Committee.
In carrying out its duties and responsibilities, the Audit Committee communicates with the external auditor, the Internal Audit Unit (SPI) and the Company's Management.
The role of the Audit Committee in relation to the external auditor is:
- Together with SPl and officials appointed by management, make a request for proposal and Term of Reference (TOR) which will be sent to prospective external auditors;
- Together with SPI, assess the process of appointing external auditors;
- Together with SPI, discuss the objectives, objectives and scope of the audit with the external auditor prior to the audit;
- Propose candidates for external auditors and a reasonable fee for external auditor services to the Board of Commissioners;
- Conduct periodic reviews of the progress of the external auditor's work;
- Discussing the audit results with the external auditor;
- If necessary, the Audit Committee may discuss the results of the external auditor's audit with management, external auditors and SPI;
- Monitoring the performance of the external auditor to ensure the external auditor's compliance with applicable professional standards, including the independence of the external auditor.
The role of the Audit Committee in relation to SPI is:
- Evaluate and provide input on the annual work program, audit objectives, methodology, facilities and infrastructure as well as the adequacy of human resources in terms of quality and quantity to carry out its functions and fulfill SPI's audit plan;
- Receive and review the SPl audit report;
- Monitor the follow-up of SPI audit results;
- Requesting SPI through the President Director to conduct certain / special examinations;
- Providing input on the contents of the SPI Charter;
- Coordinating the audit activities of SPI and external auditors so as to achieve comprehensive and optimal audit results;
- Reviewing SPI reports relating to conflicts of interest, illegal acts and fraud that harm the Company;
- Conducting coordination meetings with the SPI Manager at least 1 (one) time a month;
- Reviewing the candidate of SPI Manager;
- Overseeing SPI's compliance with applicable professional standards.
The role of the Audit Committee in relation to management is:
- Evaluate the adequacy of disclosure of material matters in the Company's financial statements;
- Assessing the adequacy of the Company's internal control and risk management policies;
- Assessing the Company's policies related to compliance with applicable internal and external regulations, business ethics and conflict of interest;
- Ensure that management implements follow-up on recommendations from SPI and external auditors;
- Evaluate the Company's policies and their implementation;
- Identify and monitor issues that require the attention of the Board of Commissioners;
- Communicate regularly with management to gather information and discuss problems/issues that may interfere with the Company's performance;
- Invite management to attend committee meetings when necessary.
The reports made and submitted by the Audit Committee to the President Commissioner are:
- Quarterly reports on the tasks carried out and the realization of the work program in the quarter concerned;
- Annual report on the implementation of Audit Committee activities;
- Report on any special assignment given by the Board of Commissioners.
If the Audit Committee finds things that are expected to disrupt the Company's activities, the Audit Committee submits it to the Board of Commissioners at the latest within 10 (ten) working days.
To avoid conflicts, the Audit Committee adheres to the principles of Good Corporate Governance, namely transparency, accountability, responsibility, independence and fairness.
In performing its duties, the Company's Audit Committee adheres to the following professional code of ethics:
- Upholding integrity, professionalism and professional standards in carrying out duties as an Audit Committee;
- Carry out each task and responsibility honestly, objectively and independently;
- Avoiding activities that are contrary to the law, ethics and norms prevailing in society;
- Providing opinions by using sufficient and competent evidence to support the opinion and not using information relating to the company for personal gain;
- Maintain the confidentiality of company information and will not disclose such information, unless justified by applicable laws and regulations;
- Develop professional skills and expertise on an ongoing basis.
- The performance of the Audit Committee is evaluated at least once a year. Evaluation of the performance of the Audit Committee can be done by self-assessment or by Commissioners who are not the chairman of the Audit Committee.
- Performance evaluation /Self assessment is done by comparing the performance of the Audit Committee with the work plan that has been set previously.
- The Audit Committee Charter is reviewed periodically to conform to prevailing regulations as well as changes in assignments from the Board of Commissioners.