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
CHARTER OF RISK, DEVELOPMENT, AND GCG COMMITTEE PT. BIOPHARMA (PERSERO)
The Risk, Development, and GCG Committee was established with the aim of assisting the Board of Commissioners in carrying out its supervisory and advisory functions to the Board of Directors in order to ensure that the company is managed in accordance with the company's vision and mission, fulfills the principles of good corporate governance and to increase stakeholder confidence, by:
- Ensuring that the implementation of GCG principles and risk management in the company has been running properly and adequately;
- Ensuring that the company has a strategy and implements risk management in business development;
- Ensuring that the company has a nomination and remuneration policy that includes organizational analysis, procedures and criteria for recruitment, selection and promotion as well as payroll and honorarium systems.
The Risk, Development and GCG Committee is an instrument under the coordination of the Board of Commissioners and is structurally responsible to the Board of Commissioners.
The Risk, Development and GCG Committee consists of at least 5 persons, namely:
- 3 (three) commissioners, who serve as 1 (one) Chairman, 1 (one) Vice Chairman I, and 1 (one) Vice Chairman II;
- 2 (two) persons from external elements, who serve as committee members.
Term of Office
The Risk, Development and GCG Committee is appointed by the Board of Commissioners for a period of 3 (three) years and may be reappointed for the next term of office in accordance with the Regulation of the Minister of SOEs Number: PER-12/MBU/2012, without prejudice to the right of the Board of Commissioners to dismiss it at any time.
Committee members must fulfill the following requirements:
- Have good integrity and sufficient knowledge and work experience related to risk management and the company's line of business, and have sufficient knowledge to be able to understand the principles of nomination and remuneration so that they can carry out their functions optimally;
- Have no personal interest/relationship that may cause negative impact and conflict of interest to the company;
- Have sufficient knowledge in the company's business field, and can provide sufficient time to carry out their duties;
- Able to cooperate and communicate effectively.
Code of Ethics for Committee Members
- Honest, independent (no conflict of interest), objective and professional and do not commit any disgraceful acts when performing their duties;
- Trustworthy and committed to their duties;
- Have a high mental and ethical attitude and professional responsibility;
- Avoiding activities that conflict with the interests of the company that can affect the objectivity of the task implementation;
- Not using information and data known and related to the company for personal interests and benefits, and all information and data of the company must be treated as company secrets so that it may not be disclosed to any party in any form whatsoever without the written approval of the Board of Commissioners and the Board of Directors.
Duties and Responsibilities of Risk, Development and GCG
Committee Members the Committee is responsible for providing recommendations to the Board of Commissioners, including but not limited to the following matters:
- To review and provide recommendations on the effectiveness of risk management implementation conducted by the Company's Compliance and Risk Management Division;
- To review the risk assessment by the Compliance and Risk Management Division of the Company's material investment plans;
- To supervise the activities of the Compliance and Risk Management Division in monitoring the implementation of risk mitigation by related work units;
- To supervise the implementation of the recommendations of the Development, Risk and GCG Committee by the Compliance and Risk Management Division;
- Evaluating business development or expansion plans;
- Monitoring the implementation of GCG principles and policies and assisting the Compliance and Risk Management (CRM) Division in periodic GCG assessments by external parties;
- To analyze and evaluate the proposed Corporate Budget and Activity Plan (RKAP) and annual review of the Corporate Long Term Plan (RJPP) submitted by the Board of Directors;
- Reviewing the company's risk and risk management information in reports that will be published;
- Conduct discussions on important risks in units within the Company as needed;
- Develop a system of assessment and nomination of candidates for the Board of Directors and Board of Commissioners;
- Provide evaluation and analysis of the company's employee selection, recruitment, and succession system;
- Compile the type and amount of salary and honorarium, allowances and facilities that have been/will be given to the Board of Directors and the Board of Commissioners to be submitted by the Board of Commissioners to the GMS; Evaluate and analyze the payroll system, honorarium, allowances and facilities that have been/will be given to the management level and employees.
Authority of Committee Members
To support the implementation of its duties and obligations, the committee is authorized to:
- Obtain all documents and full, independent, and unrestricted access to company policies related to business development strategy, GCG implementation, risk management, and the company's nomination and remuneration system;
- Cooperate with the company's management counterparts, including relevant members of the Board of Directors, and especially with the Risk Management and Compliance Division, HR Division, Corporate Strategy, SPI, and other relevant Divisions as Risk / Business Process Owner;
- Conduct a review of the functions of the Risk Management and Compliance Division, especially in coordinating the implementation and supervision of the implementation of GCG principles and the existence and effectiveness of the implementation of Enterprise Risk Management (ERM) at PT Biofarma (Persero);
- Obtain input from external professionals/independent parties when necessary at the company's expense.
In carrying out its duties and in order for the implementation of tasks to run in accordance with its objectives, it is necessary to organize regular and scheduled meetings between the committee and the relevant management, and periodic meetings with the Board of Commissioners, as well as conducting official travel.
Meeting with Company Management
- Meetings of the Committee and relevant management are held at least 1 x every month,
- The meeting agenda contains:
- Discussion and assessment of the activities and results of the implementation of GCG and Enterprise Risk Management, especially with the CRM division;
- Discussion of plans and realization of vaccine and other product development;
- Discussion and assessment of the company's remuneration and nomination system, especially with the HR Directorate;
Meeting with the Board of Commissioners
- Meetings are held at least 1 (one) time in 2 (two) months;
- Meetings are related to the preparation and preparation of important materials that need to be discussed in the Board of Commissioners Meeting with the Board of Directors.
Official travel is travel in the context of official duties carried out by the committee as part of the implementation of supervision of business development and risk control carried out by management.
Education and Training (capacity building).
In order to improve the ability and competence of the committee in supporting the implementation of the duties of the Board of Commissioners, the committee is assigned education and training at least 1 (one) time a year as needed.