Guidelines for carrying out duties and responsibilities
he Board of Directors is the organ of the company that is authorized and fully responsible for managing 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 Articles of Association. Meanwhile, the Board of Commissioners is the organ of the company which is tasked with conducting supervision in accordance with the Articles of Association and advising the Directors. The Board of Directors and the Board of Commissioners must, in good faith and full responsibility, carry out their duties for the benefit of the Company.
In order 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 Board of Commissioners in carrying out their duties and responsibilities in the best interests of the Company.
(PDF - 906 KB)
The Composition of Bio Farma Board of Commissioners
In 2016, there are no changes of numbers and composition of Bio Farma Board of Commissioners. As of 31 December 2016, Bio Farma Board of Commissioners are 6 (six) members, consisted of 1 (one) President Commissioner and 5 (five)
THE RESPONSIBILITY DESCRIPTION OF BOARD OF COMMISSIONERS
THE MANUAL AND POLICY OF DETERMINED DUTIES, AUTHORITIES AND OBLIGATIONS OF BOARD OF COMMISSIONERS
As a good SOE which implements the sustainability of GCG, Bio Farma Board of Commissioners refers to the following manual and policies in establishing their duties, authorities and obligations:
- SOE Ministerial Decree No. 117/M-MBU/2002 dated 31 July 2002 as renewed by the SOE Ministerial Decree No. PER-01/MBU/2011 dated 1 August 2011 on Implementation of Good Corporate Governance in SOEs as amended by the SOE Ministerial Decree No. PER-09/MBU/2012 on Amendment to SOE Ministerial Decree No. PER-01/MBU/2011 on Implementation of Good Corporate Governance in SOEs;
- The Company Articles of Association
- Mutual Decree of Board of Commissioners and Board of Directors of PT Bio Farma (Persero) Number KEP-06/DK/BF/II/2013, Number 01025/DIR/II/2013 regarding to Board Manual of PT Bio Farma.
PEMBAGIAN TUGAS DEWAN KOMISARIS
Pembagian kerja diantara para anggota Dewan Komisaris diatur oleh Dewan Komisaris sendiri, dan untuk kelancaran tugasnya Dewan Komisaris dibantu oleh Sekretaris Dewan Komisaris yang diangkat dan diberhentikan oleh Dewan Komisaris atas beban Perusahaan.
THE DUTIES, AUTHORITIES AND OBLIGATIONS OF BIO FARMA BOARD OF COMMISSIONERS
THE DUTIES OF BIO FARMA BOARD OF COMMISSIONERS
DUTIES OF BIO FARMA BOARD OF COMMISSIONERS
- The Board of Commissioners have their duties to supervise management policy, the management operational in general both regarding to the Company itself and its business performed by Board of Directors and to advise Board of Directors including supervising the Company Long Term Plan implementation, Work Plan and Budget and provisions in Company Articles of Association and GSM decision, and prevailing rules and regulation for the best interest of Company and to comply with Company intention and objective.
- In conducting their duties, the member of Board of Commissioners should:
- Be obliged to the Company Articles of Association, prevailing rules and regualtions, principles of profesioanalism, efficieny, transparency, independence, accountability, and fairness.
- Be having a good intention, a prudence and a responsibility in conducting supervisory and
advisory duty to Board of Commissioners for the best interest of Company and complyingthe Company intention and objective.
The Authority of Bio Farma Board of Commissioners
- In conducting their duties, the Board of Commissioners have their authorities to:
- check the bookkeeping, letters, and other documents, check the cash in hand and on bank for verification requirements and other securities and checking the Company assets;
- visit the building and office occupied by the Company;
- require Board of Directors and/or other Officers explanation related to the Company issues
- understand all policies and Board of Directors program acitvities.
- reguire Board of Directors and/ or other Officers under Board of Directors level with the acknowledgement of Board of Directors to attend the Board of Commissioners meeting;
- appoint and discharge Secretary to Board of Commissioners, if deemed necessary;
- temporally discharge member of Board of Directors in accordance with provisions of Company Article of Association;
- establish other Committees other than Audit Committee, if deemed necessary by considering the Company capacity and ability;
- occupy experts for certain issues and in certain time frame with Company cost if deemed necessary;
- conduct Company management in certain circumstances for certain time frame in accordance with Company Article of Association;
- attend Board of Directors meeting and provide views of the relevant issues;
- implement other supervisory authorities with fully compliance of prevailing rules, Company Article of Association and GSM decision.
- Board of Commissioners has the authority to approve or disapprove in formal written the Board of Directors plan to :
- Pledge the fixed assest for short-term loan.
- Enter the agreement with other Entities or parties such as licensing management contract, asset leasing, joint operation, build operate transfer, build own transfer, build transfer operate and other joint venture with the following terms and conditions:
- Asset Leasing.
The Board of Directors should obtain written approval from Board of Commissioners to lease the Company assets for more than 3 (three) to 5 (five) years with leasing interest more than 1% to 2.5% of revenue or more than 2% to 5% of equity whichever is lower.
- Bangun Guna Serah (Build Operate Transfer/BOT) Bangun Milik Serah (Build Own Transfer/BowT), Bangun Serah Guna (Build Transfer Operate/BTO).
- Direksi harus mendapat persetujuan tertulis dari Dewan Komisaris untuk melakukan Kerjasama Bangun Serah(Build Operate Transfer/BOT)
- Build Operate Transfer, Build Own Transfer and Build Transfer Operate with 10 (ten) to 20 (twenty) years period with the joint controllead asset value for more than 6% to 12.5% of Company revenue or more than 6.5% to 13% of Company equity whichever is lower.
- Management and Other Contract Cooperation
The Board of Directors should obtain a formal written contract from Board of Commissioners to perform Management Contract or Coorperation Contract with more than 10 (ten) years with share value of asset of more than 2.5% to 5% of the revenue or more than 5% to 10% of the equity whichever is lower.
- The implementation of the above mentioned for point 1,2 and 3 should be stated as well with Integrity Pact contained of Board of Directors and/ or Board of Commissioners statement that the above actions have been carefully considered with goodwill and prudence for the best interest of the Company by complying with prevailing rules and regulations and GCG basic principles.
- Asset Leasing.
- Receive or render a middle or short term loan except for the loan (loan and receivable) occurred from business transaction and loan to subsidiaries with required provisions and reported to the Board of Commissioners.
- Derecognize bad-debt and obsolete inventories.
- Sell the moving asset with accepted useful life in general industries to 5 (five) years of usefullife.
- Appoint and to discharge a Head of Internal Audit Division.
- Appoint and to discharge a Corporate Secretary.
- In 30 (thirty) days since the request or the backgrounds and documents accepted from the Board of Directors, the Board of Commissioners should submit their decision for such request as mentioned in point 2 above.
The Obligations of Bio Farma Board of Commissioners
In performing their duties, the Board of Commissioners are obliged to:
- Provide an advisory to Board of Directores in performing Company management.
- Research and review and sign the Company Long-Tem Plan and Company Work Plan and Budget prepared by Board of Directors in accordance with Company Article of Association.
- Advise and to share their opinion to GSM regarding to Company Long-Term Plan and Company Work Plan and Budget and to share the background regarding to Board of Commissioners approval for such plans to GSM.
- Update themselves regarding to Company activity progress, to share the opinion and advice to GSM regarding to the critical issues of the Company management.
- Promptly report to GSM if there is a decrease in Company performance.
- Research and review the regular and annual report prepared by Board of Directors and to sign the annual report.
- Provide an explanation, opinion and advice to GSM regarding to Annual Report if it is required.
- Prepare an annual work plan and budget of Board of Commissioners which is an integral part of Company Budget and Work Plan.
- Establish an Audit Committee.
- Propose a Certified Public Accountants to GSM.
- Prepare minutes of meeting of Board of Commissioners and to file its copy.
- Report the supervisory duties performed during the previous financial year to GSM.
- Provide the report of supervisory duties performed and to advise in accordance with the prevailing rules and regulations.
- Perform other duties in corridor of supervisory and advice duties in accordance with the prevailing rules and regulations
- The Board of Commissioners should monitor that GCG has been effectively and continuously implemented.
- Propose the Key Performance Indicator (KPI) of Board of Commissioners to GSM.
- Prepare the quarterly report of KPI realization progess to Shareholders
Information Disclosure and Confidentiality
- The Board of Commissioners must ensure that in the Company’s Annual Report the information regarding their identity, main jobs, position as Commissioner in other companies, as well as the meetings held in one fiscal year (internal and joint meetings with the the Board of Directors) and the honorarium, facilities and/or other allowances received from the Company, be disclosed.
- The Board of Commissioners is obliged to the Company regarding their ownership of shares and/ or their family’s ownership of shares in the Company and other companies, including every change thereof.
- The Board of Commissioners is responsible to the Company to maintain the confidentiality of the Company’s information.
- Information that based on the rules and regulations and/or corporate regulations is deemed confidential related to the Company must be kept confidential in accordance with the rules and regulations and/or corporate regulations.
- The confidential information obtain during the tenure as Board of Commissioners should be kept confidentially in accordance with the prevailing rules and regulations
The Obligations of Bio Farma Board of Commissioners Related to Annual Report Preparation
- The Board of Commissioners has reviewed the Annual Report including the audit financial statements by Certified Public Accountants
The Board of Directors and Board of Commissioners mutually have signed the Annual Report to be further submitted to Shareholders by Board of Commissioners.
The Obligations of Bio Farma Board of Commissioners Related to Company Work Plan and Budget Preparation
- The Board of Commissioners review and provide an opinion of the Company Work Plan and Budget Preparation prepared by Board of Directors prior to mutual signed.
- The Board of Commissioners direct the Board of Directors for implementation of Company Policy and Plan stated in Company Work Plan and Budget Implementation as a detailed description of Company Long Tem Plan.
The Obligations of Bio Farma Board of Commissioners Related to Company Long Term Plan Preparation
The Board of Commissioners review and provide an opinion of Company Long Term Plan prepared by Board of Directors prior to mutual signed.
Internal Control System
The Board of Commissioners have obiligations to supervise and advice the Board of Directors to effectively implement the internal control system