Charter of BOC & BOD
Charter of Corporate Secretary
Based on Corporate Secretary Appointment Decree No. 010-I/SK/DIR/III/2021 dated 12 March 2021, the Company appointed Josephine PM Tobing as Corporate Secretary.
Josephine PM Tobing earned her Bachelor of Law degree from Parahyangan Catholic University in 2003 and a Master of Health Law from Soegijapranata Catholic University in 2008. Has experience as an Associate at Martin, Ibrahim and Partner Law Firm (2004-2005), as a Senior Lawyer at STAMP Law Firm (2005-2014), and most recently served as GM Corporate Legal at PT Bundamedik Tbk (2014-present).
As for the functions and or responsibilities of the Corporate Secretary as stipulated in OJK Regulation No. 35/POJK.04/2014 concerning Corporate Secretaries of Issuers and Public Companies not limited to following the development of the Capital Market, especially the laws and regulations that apply in the Capital Market sector, providing input to the Company’s Board of Commissioners and Directors to comply with laws and regulations in the Market sector Capital, assisting the Board of Directors and Board of Commissioners in implementing corporate governance, as a liaison between the Company and shareholders, OJK and other stakeholders.
In the future, the Corporate Secretary will attend training related to capital market regulations and the corporate secretary to increase their knowledge and understanding to assist in carrying out his duties.
The address, telephone number, and email of the Corporate Secretary are as follows:
PT Bundamedik Tbk
Jl. Teuku Cik Ditiro No. 28, Menteng
Jakarta 10350 – Indonesia
tel. (62-21) 3192-3344
Fax (62-21) 3190-5915
Charter of Audit Committee
The Company has formed an Audit Committee following the requirements in OJK Regulation Number 55/POJK.04/2015 dated 23 December 2015 concerning the Establishment and Guidelines for the Implementation of Audit Committee Work. The Company also has an Audit Committee Charter, which the Company’s Board of Commissioners stipulated on 5 April 2021. Based on the Decree of the Company’s Board of Commissioners concerning the Appointment of the Audit Committee No. 016-I/SK/DIRKOM/IV/2021 dated 5 April 2021, the membership composition of the Audit Committee is as follows:
Chairul Radjab Nasution
A brief description of Chairul Radjab Nasution’s biography has been disclosed in Chapter VIII, sub-chapter Six, concerning the Management and Supervision of the Company.
Anang Yudiansyah Setiawan
Indonesian Citizen, 52 years old, obtained a Bachelor of Economics degree from the University of Indonesia in 1994.
Served as the Company’s Audit Committee since 2021.
He started his career at Ernst & Young as Senior Auditor (1992-1996), PT Semen Cibinong Tbk as Head of Internal Audit (1996-2000), Ernst & Young as Senior Manager (2000-2009), PT Ancora Resources Tbk as Audit Committee (2009 -2014), PT Taisho Pharmaceutical Tbk as Audit Committee (2014-2016), PT Sarana Menara Nusantara Tbk as Audit Committee (2011-2013), Protelindo as Audit Committee (2014-present), PT Indonesian Paradise Property Tbk as Audit Committee ( 2016-present), and PT DEX Solutions Indonesia as Senior Advisor (2009-present).
Marsaulina Olivia Panjaitan
Indonesian Citizen, 40 years old, obtained a Doctor’s degree from the Faculty of Medicine, Sebelas Maret University in 2005, a Masters’s degree in Hospital Administration from the University of Indonesia in 2014, and a Candidate for Doctoral Public Health from the University of Indonesia in 2019-present.
Served as the Company’s Audit Committee since 2021.
She started her career at SAS FM as Radio Announcer (2003-2005), at Hospitals and clinics around Jabodetabek as General Practitioner (2005-2010), at Parmonangan Health Center as Temporary Doctor (2007-2008), at Awal Bross Hospital Bekasi as Health Education Division ( 2014-2015), RSIA Sam Marie Basra as Medical Services Manager (2015-2016), and Supervisory Board of BPJS Kesehatan as Risk Management Committee (2016-2019).
The responsibilities and authorities of the Audit Committee are as follows:
- Reviewing the financial information that will be released by the Company to the public and-or authorities, including financial reports, projections, and other financial information related to the Company’s financial information.
Source: Prospectus of PT. Mothermedicine May 2021
- Reviewing the Company’s compliance with laws and regulations related to the Company’s activities.
- Provide an independent opinion in the event of a difference between the management and the accountant for the services provided.
- Provide recommendations to the Board of Commissioners regarding the Appointment of an external accountant or auditor based on independence, the scope of the assignment, and fees for services, as well as by reviewing their work.
- Reviewing the implementation of inspections by the internal auditors and overseeing the implementation of follow-up actions by the Board of Directors on the findings of the internal auditors.
- Reviewing the implementation of risk management by the Company’s Board of Directors still needs a risk monitoring function under the Board of Commissioners.
- Reviewing complaints related to the Company’s accounting and financial reporting processes.
- Reviewing and providing advice to the Board of Commissioners regarding the potential conflict of interest of the Company.
- Maintain the confidentiality of the Company’s documents, data, and information.
- Access the Company’s documents, data, and information regarding the Company’s employees, funds, assets, and resources as needed.
- Communicating directly with employees, including the Board of Directors and parties carrying out the internal audit function, risk management, and accountants regarding the duties and responsibilities of the Audit Committee.
- Involve independent parties outside the members of the Audit Committee to assist in carrying out their duties (if needed).
- Carry out other authorities granted by the Board of Commissioners.
Article 13 OJK Regulation No. 55/2015 stipulates that the Audit Committee holds regular meetings at least once in three months. Article 14 further stipulates that an Audit Committee meeting can be held if it is attended by more than 1/2 (one-half) of members. Throughout 2020 the Audit Committee meeting has yet to be held because it was formed on 5 April 2021.
Charter of Internal Audit
The Company has drawn up an Internal Audit Charter as stipulated in OJK Regulation Number 56/POJK.04/2015 dated 29 December 2015, concerning the Formation and Guidelines for Preparing the Internal Audit Unit Charter, which was stipulated by the Company’s Directors and approved by the Company’s Board of Commissioners on 5 April 2021. The Company has appointed Abdul Latif as Head of the Internal Audit Unit and approved by the Board of Commissioners based on Directors Decree No. 015-I/DIRKOM/IV/2021 dated 5 April 2021.
In implementing the internal control system, the internal control carried out by the Company’s Internal Audit Unit includes:
- Test and evaluate the implementation of internal control and risk management systems following company policies.
- Examine and evaluate efficiency and effectiveness in finance, accounting, operations, human resources, marketing, information technology, and other activities.
- Provide suggestions for improvement and objective information about the activities examined at all levels of management.
- Make a report on the results of the audit and submit the report to the President, Director, and the Board of Commissioners.
- Monitor, analyze, and report on the implementation of follow-up suggestions for improvements.
- Cooperate with the Audit Committee.
- Develop a program to evaluate the quality of the internal audit activities it does.
- Conduct special inspections if needed.