1 Annual Report PT. Pyridam Farma Tbk. 352 36 Annual Report PT. Pyridam Farma Tbk.3 Daftar Isi Table of Content 3 Daftar Isi 3 Table of Content 4 Ring...
TANGGUNG JAWAB DAN KEGIATAN SOSIAL CORPORATE SOCIAL RESPONSIBILITY
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Hubungan baik dengan azas saling membutuhkan merupakan suatu hubungan yang perlu dipelihara dan dipupuk antara Perseroan dan masyarakat disekitarnya. Perseroan., sejak awal pendiriannya sudah menjalin hubungan baik dengan masyarakat sekitar, sehingga Perseroan dapat hidup berdampingan dengan mereka, baik di lingkungan pabrik maupun kantor pusat.
Good relationship on the basis of mutual benefit with the people living in the villages surrounding the factory and in the neighbourhood of the head office has been a long well maintained tradition up to now as it should also be it in the future. This kind of good relationship is essential and needs to be maintained for the co-exictence between the company and the people living in its surroundings and neighbourhood.
Sebagai bentuk perwujudan nyata kepedulian terhadap masyarakat sekitar, terutama yang kurang mampu, Perseroan sepanjang tahun 2010 telah melakukan berbagai macam kegiatan sosial. Obat-obatan disumbangkan secara cuma-cuma dan rutin kepada beberapa Poliklinik dan Balai Pengobatan yang berada disekitar lokasi, baik pabrik maupun kantor pusat Perseroan.
Various social activities and charities had filled out the company social program as a token of gesture and care to the villagers who live within the company’s vicinity - nearby its factory and its head office. The company had continually distributed medicines as donation to several polyclinics, public health service centers located in the neighborhood and neighbouring villages of the factory, as well as in the head office area.
Kegiatan sosial semacam ini tetap dan terus dilakukan oleh Perseroan sejak berdirinya Perseroan dan beroperasinya pabrik.
Such social program had been started since the founding of the company and will remain as an evergreen program in the future.
Selain kegiatan-kegiatan yang dilaksanakan terus-menerus sebagai bagian tanggung jawab sosial perseroan, perseroan juga telah melaksanakan kegiatan-kegiatan sosial dalam bentuk penghijauan jalan didepan kantor pusat perseroan, perbaikan jalan dan tembok turap jalan desa disekitar pabrik dan sumbangan pompa serta saluran air bersih untuk penduduk desa disekitar pabrik. Perseroan juga telah mendanai renovasi mesjid dan mensponsori ulang tahun Batalyon Armed ke-61; kedua-duanya berlokasi disekitar pabrik.
Beside the corporate responsibility programs as aforementioned, which are routine and continual year by year, the company has also carried-out other social activities, such as planting the road passing in front of the company’s head office to make the surrounding greener, repair of the damaged village road and road side retention wall located near to the factory and donation of pump including the piping for the villagers to have access to clean water. The company has also donated for the mosque renovation and sponsored the 61st anniversary of Batalyon Armed; both located near the factory.
Keberadaan Perseroan tidak dapat dipisahkan dari alam sekitar yang telah menyediakan lahan, sumber air baku dan kebutuhan dasar lainnya. Pemeliharaan lingkungan dengan menjaga keasriannya adalah bentuk tanggung-jawab Perseroan dengan pengelolaan air limbah berteknologi modern sehinggga air yang dialirkan kembali ke alam sekitar aman bagi lingkungan. Ikan-ikan yang hidup subur dalam kolam penampungan air limbah merupakan bukti yang nyata. Demikian halnya kehijauan dan keasrian daerah perbukitan disekitar pabrik juga terpelihara dengan baik.
The company is undoubtedly inseparable from its environmet. As a matter of fact, it provides the company with land, labors and natural resources. Therefore, maintaining the environment is without doubt the company’s responsibility and in realizing its environmetal responsibility, the company deploys a wastewater treatment system with a modern and advanced technology, in which the wastewater is treated to make it safe to be released back to nature. The fast growing fishes kept in the treated wastewater collecting pond gives the evidence that the treated wastewater is of good quality. The surrounding greenery is also very well maintained.
Annual Report 2010 - PT. Pyridam Farma Tbk.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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BAGAN STRUKTUR ORGANISASI ORGANIZATION STRUCTURE CHART
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Annual Report 2010 - PT. Pyridam Farma Tbk.
RIWAYAT HIDUP CURRICULUM VITAE
DEWAN KOMISARIS
Bapak Ir. Sarkri Kosasih Komisaris Utama 8BSHB /FHBSB *OEPOFTJB EJMBIJSLBO EJ 4VNBUFSB #BSBU QBEB UBIVO 1938. Meraih gelar Sarjana Kimia dari Institut Teknologi Bandung (ITB) pada tahun 1967. Awal karir dimulai pada tahun 1967 pada PT. Krikas, membidangi trading kimia hingga tahun 1971. Kemudian dari tahun 1971 hingga tahun 1977 menjabat sebagai Sales Manager PT. Merck Indonesia. Pada tahun 1976 mendirikan PT. Pyridam dan menjabat sebagai Direktur Utama sampai dengan tahun 2000. Sejak Desember 2000 menjabat sebagai Komisaris Utama Perseroan.
BOARD OF COMMISSIONERS
Mr. Ir. Sarkri Kosasih President Commissioner
Indonesian Citizen, born in West Sumatra in the year 1938. Obtained Bachelor Degree in Chemical Engineering from Bandung Institute of Technology (ITB) in 1967. Started his career in 1967 with PT. Krikas, in charge of chemical trading until 1971. From 1971 to 1977 worked as Sales Manager at PT. Merck Indonesia. In 1976, he founded PT. Pyridam and held the position as President Director until the year 2000. Starting from December 2000, he holds the position as the President Commissioner of the Company.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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RIWAYAT HIDUP CURRICULUM VITAE
*CV3BOJ5KBOESB Komisaris 8BSHB /FHBSB *OEPOFTJB EJMBIJSLBO EJ 1BOHLBM 1JOBOH QBEB UBIVO 1943. Lulus Sarjana Muda pada tahun 1965 di Universitas Parahyangan. Pada tahun 1976 mendirikan PT. Pyridam. Sejak tahun 1977 hingga tahun 2000 menjabat sebagai Komisaris Utama Perseroan dan sejak Desember 2000 menjabat sebagai Komisaris Perseroan.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
Mrs. Rani Tjandra Commissioner
Indonesian Citizen, born in Pangkal Pinang in the year 1943. She is a Bachelor degree holder from Parahyangan University earned in 1965 and co-founded PT. Pyridam in 1976. From 1977 to 2000 held the position as President Commissioner and since December 2000 holds the position as Commissioner of the Company.
RIWAYAT HIDUP CURRICULUM VITAE
*CV-JBOOZ4VSBKB Komisaris Independen 8BSHB/FHBSB*OEPOFTJB EJMBIJSLBOEJ1BOHLBM1JOBOHQBEBUBIVO Sarjana Akuntansi dari Universitas Indonesia dan memiliki sertifikat Manajemen dari Unversitas Jayabaya. Berpengalaman kerja sebagai Financial Controller pada sebuah perseroan farmasi dari tahun 1970 TE ,FNVEJBO TFCBHBJ (FOFSBM NBOBHFS EBO %JSFLUVS 6UBNB QBEBQFSTFSPBOUFMFLPNVOJLBTJEBOQBHJOHTZTUFNEBSJUBIVOTE %JMBOKVULBOEBSJUBIVOTEQBEB151ZSJEBNEFOHBO LFEVEVLBO TFCBHBJ (FOFSBM .BOBHFS 4FKBL UBIVO TE TFLBSBOH sebagai Komisaris Independen merangkap sebagai Ketua Komite Audit dalam organisasi PT. Pyridam Farma, Tbk.
Mrs. Lianny Suraja Independent Commissioner
Indonesian Citizen, born in Pangkal Pinang in the year 1947. She graduated in Accounting at University of Indonesia and holder of certificate in management from Jayabaya University. Working experience started in 1970 as Financial Controller at a pharmaceutical company till 1975. From 1976 to 1999 as General Manager and President Director of a telecommunication and paging system company, followed with the career at PT. Pyridam as General Manager from 1999 to 2002. Starting from 2003 till now she is in charge as Independent Commissioner and Head of Audit Committee at PT. Pyridam Farma, Tbk.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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RIWAYAT HIDUP CURRICULUM VITAE
DIREKSI
#QL.JDIBFM)BOEPLP#PFEJ4PFUSJTOP Direktur Utama 8BSHB /FHBSB *OEPOFTJB EJMBIJSLBO EJ 1VSXPLFSUP QBEB UBIVO Lulusan University of Oregon, USA pada tahun 1986 dengan gelar Bachelor of Science (BSc). Pada tahun 1994 meraih gelar Magister Manajemen dari Universitas Indonesia. Awal karir dimulai dari tahun 1986 hingga tahun 1996 pada PT. Indomobil Suzuki International. 5BIVO TE NFOKBCBU TFCBHBJ %JSFLUVS 1FSTFSPBO EBO TFKBL Desember 2000 menjabat sebagai Direktur Utama merangkap sebagai Direktur Produksi perseroan.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
BOARD OF DIRECTORS
Mr. Michael Handoko Boedi Soetrisno President Director
Indonesian Citizen, born in Purwokerto in the year 1963. He was graduated from University of Oregon, USA with Bachelor degree of Science (BSc). In 1994, he earned Magister Management degree from University of Indonesia. He started his career when he worked for PT. Indomobil Suzuki International from 1986 to 1996. From 1996 to 2000 held the position as Director of the Company and since December 2000 holds the position as President Director and Director of Manufacture.
RIWAYAT HIDUP CURRICULUM VITAE
*CV*OESBXBUJ,PTBTJI Direktur Administrasi & Keuangan 8BSHB /FHBSB *OEPOFTJB EJMBIJSLBO EJ +BLBSUB QBEB UBIVO Memperdalam ilmu bisnis di Griffith University, Queensland, Australia IJOHHB UBIVO 1BEB UBIVO TE NFOKBCBU TFCBHBJ Komisaris perseroan dan sejak Desember 2000 menjabat sebagai Direktur Administrasi & Keuangan perseroan.
Mrs. Indrawati Kosasih
Finance and Administration Directrese Indonesian Citizen, born in Jakarta in the year 1969. She studied business commerce at Griffith University, Queensland, Australia until 1992. From 1996 to 2000 held the position as Commissioner of the Company and since December 2000 holds the position as Finance and Administration Directrese.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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RIWAYAT HIDUP CURRICULUM VITAE
Bpk. Andreas Herman Oslan Direktur Marketing Untuk Produk Etikal 8BSHB /FHBSB *OEPOFTJB EJMBIJSLBO EJ 1BEBOH QBEB UBIVO Berkarir dan berpengalaman selama 25 tahun di dunia farmasi dengan jabatan terakhir sebagai Direktur Marketing pada PT. Sanbe Farma. Sejak September 2005 bergabung dengan PT. Pyridam Farma, Tbk. dan menduduki jabatan Direktur Marketing produk etikal.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
Mr. Andreas Herman Oslan Marketing Director For Ethical Products
Indonesian Citizen, born in Padang in the year 1958. He has 25 years of working career in the pharmaceutical business with his last position held as the Marketing Director at PT. Sanbe Farma. Starting September 2005, he joined PT. Pyridam Farma, Tbk. as the Marketing Director in charge of ethical products.
RIWAYAT HIDUP CURRICULUM VITAE
KOMITE AUDIT
AUDIT COMMITTEE
#QL%PNJOJRVF3B[BöOESBNCJOJOB
Mr. Dominique Razafindrambinina
Anggota Komite
Committee Member
8BSHB/FHBSB3FQVCMJL.BEBHBTLBS NFSBJIHFMBS4BSKBOB&LPOPNJEBSJ California State University, Fullerton, USA dan Sarjana bidang keuangan dan kredit dari Kishiniev State University, Moldavia. Berkarya dibidang konsultasi sebagai konsultan dalam bidang manajemen dan training, sebagai penasehat teknik, sebagai manajemen audit industri farmasi, TFCBHBJ EPTFO EJ 6OJWFSTJUBT #JOB /VTBOUBSB EBO TFCBHBJ BOHHPUB ,PNJUF"VEJU151ZSJEBN'BSNB 5CLTFKBLUBIVOTETFLBSBOH
Citizen of the Republic of Madagascar, gradated from California State University, Fullerton, USA majoring in Economics and also graduated from Kishiniev State University, Moldavia majoring in monetary and credit system. His career started in consultancy in the fields of management and training, technical advisory, pharmaceutical industry audit management, lecturing at Bina Nusantara University and as Audit Committee Member of PT. Pyridam Farma, Tbk. from 2003 until to date.
#QL3JEXBO"LTBNB
Bpk. Ridwan Aksama
Anggota Komite 8BSHB /FHBSB *OEPOFTJB 4BSKBOB KVSVTBO BLVOUBOTJ 6OJWFSTJUBT Tarumanegara. Berpengalaman kerja sebagai Akuntan pada Kantor "LVOUBO%ST"OEJ 8JTOV$PNVMBJUBIVO,FNVEJBOTFCBHBJ ,FQBMB *OUFSOBM "VEJU QBEB 15 1ZSJEBN 'BSNB 5CL TE 4FKBL UBIVO TE TFLBSBOH NFOKBCBU TFCBHBJ BOHHPUB ,PNJUF "VEJU PT. Pyridam Farma, Tbk.
Committee Member
Indonesian Citizen, graduated from Tarumanegara University majoring in Accounting. He has experience as Accountant since 1992 at Drs. Andi, Wisnu & Co. Accounting Firm and thereafter, assigned as the Head of Internal Audit at PT. Pyridam Farma, Tbk. till 2003. Since the year 2003 he is assigned as Audit Committee member of the Company.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
PRESIDENT COMMISSIONER’S STATEMENT
A public-listed company, which is engaged in health care products – particularly in pharmaceutical industry - holds double contradictory responsibilities. On one hand, it is a profit center, as expected by the shareholders to generate maximum possible profit and, on the other hand, it also bears moral obligations to the society by providing affordable medicines to economically weak social class, which are in the need of medication.
A closer and stronger relationship with all businnes partners, e.g. customers and stakeholders, such as Government should be the Board of Directors’ first priority program in 2011 and onward.
PT. Pyridam Farma Tbk., with its 30 years existence and publicly listed on the stock exchange since 2001, can fulfill both very well - in its economical, as well as in its social functions. In the last 6 years, its net profit per share has been continually increasing from Rp. 2.48 per share as recorded in 2005 to Rp. 7.85 per share in 2010. This represents an increase of 316% over the aforesaid period of time. At the same time, it reflects that the Board of Directors has been successful in operating the company by giving the best possible result as per shareholders’ expectance, and at the same time, fulfilling its social responsibilities with the provision of affordable pharmaceutical products. A balance as such can only be achieved by not merely focusing on the profitability - for instance in the product price adjustment - where several aspects have had to be taken into consideration. People’s buying power, psychological impacts on patients are the main factors in final product selling price setting. Another method, which has helped put both economical and social factors in balance, is by producing innovative products with fewer competitors.
Government bodies, such as Ministry of health, Food and drug administration (BPOM) as also Central bureau of food and drug administration (Balai besar BPOM) is not of less importance, as their information’s are an important factor for the Board of Directors’ accurate decision-making, whereby obtaining such information’s at the earliest possible time will enable decision making to not only be accurate but also fast.
The company with the back up of strong and competent marketing team covers the market nationwide. In addition, the company has appointed three new national distributors and in a total of more than twenty local distributors is the assurance for smooth and stable supply to hospitals, clinics and pharmacies all over Indonesia. The company focuses on the production and sales of prescription pharmaceutical products only, to avoid splitting he concentration on efforts in the company growth advancement, on prescription and over the counter (OTC) products. As of December 31, 2010, the company has recorded a net income of Rp. 140,858,442,443.00, which has increased 6.71% from Rp. 132,000,542,048.00 last year, in 2009. On the net profit side, Rp. 4,1992,202,953.00 (Rp. 7.85 per share) has been recorded, representing an increase of 11.30% in comparison with the same in 2009, which was at the amount of Rp. 3,772,968,359.00 (Rp. 7.05 per share).
The intensification of relation with the physicians at the front line of the marketing and sales chain is also essential to be included in Board of Directors’ working priority program in 2011 and beyond.
The work force is the most valuable asset of the company and therefore, the Board of Directors is requested to take active measures in minimizing the work force turnover. In parallel, it should be noted that improvement on the provision of information’s to investors by means of public exposure, announcements and press release is necessary to ensure accurate and transparent information’s can be available and accessible in timely manner. The Board of Directors’ attention is also drawn on the data preparation for new products registration with Food and Drug Administration (BPOM) to be initiated as early as possible in view of the lengthy process of registration new products have to undergo. The Board of Commissioners, after in-depth study and based on the Audit Committee’s report, has given acceptance and approval on the company’s Annual Report for the year 2010, which has been prepared by a reputable public accounting firm ‘Tanubrata Sutanto Fahmi dan Rekan’. A well maintained relations among Government, customers, shareholders, employees and company management is the solid ground of good performance that will excel the company to higher level of success. As final words to close this statement, the Board of Commissioners would like to express our gratitude and appreciation to all parties with their parts of contribution that also help us advance this company to a better future.
Jakarta, April 2011.
Ir. Sarkri Kosasih President Commissioner
Annual Report 2010 - PT. Pyridam Farma Tbk.
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PRESIDENT DIRECTOR’S STATEMENT
On the Board of Directors’ shoulders lies the responsibility for good and optimal operation of a company to adequately give highest possible return on investment as expected by every shareholder. By bearing this understanding in mind, the Board of Directors in the passed year 2010 had shown its hard work to give best possible contribution to the company in the interests of the shareholders and stakeholders, by way of increasing the asset value of the company, by way of welfare improvement for the employees and for other stakeholders (the distributors, the banks and the customers), by way of better service and fulfillment of obligations as per agreed terms and conditions. Net sales figure of Rp. 140,858,442,443.00 in elapsed year of 2010, which represented an increase from the previous year’s figure of Rp. 132,000,542,048.00 as recorded in 2009, reflected the good performance of the company and the success of the Board of Directors in its endeavours to reach its targeted goal to continually improve the company performance. Along with the net sales, net profit also increased by 11.30%, which amounted to a substantial amount of Rp. 4,199,202,953.00 from Rp. 3,722,968,359.00 in 2009. The already planned program of production facility upgrading, which encountered delay in its implementation, did unfortunately not follow the success in the company operation as aforementioned. The delay was on the account of personnel change in the position of Plant Manager, which took place in mid. of 2010. In addition to this, the more stringent GMP rules was also introduced by the Authorities that made it necessary for the Management to review again the plant facility upgrading program, in overall and in depth. The said plant facility upgrading is not only intended to improve the plant technically but also to enlarge the production area with the aim to double-up the production capacity. Another obstacle encountered in 2010 was the document preparation for the registration of new products and the same for the re-registration of products, which registration numbers were about to expire. This could not progress in the time pace set by the marketing and sales directorate. This jeopardy have made the new products not available in timely manner and as an active measure to overcome this obstacle, the company had strengthened the department in charge of product registration for the reason that this department is critical for the new products readiness and is - in fact - inseparable from the production itself as the source of product sales growth. Due to the registration obstacle encountered, the company was only able to introduce 5 new products on the market in the year 2010, namely: t t t t t
Capital expenditure originally allocated for the plant facility upgrading was re-allocated for bank loan and overdraft facility repayment and as result of which, the company loan exposure has decreased by 44.30% from the previous amount of Rp. 15,016,402,815.00 in the year of 2009, down to the amount of Rp. 8,363,435,181.00 as of December 2010. The wage adjustment, the electricity and raw material price increases were still manageable and have caused no significant influence to the cost of goods sold and these have resulted in the insignificant selling price adjustments of the finish products. It is important to be noted that all raw materials are still, to the fullest extent, dependent on importation, since there is no single raw material manufacturer exists in Indonesia. Financial ratios were also in very good shape, where the ratio of net profit to total assets and the ratio of net profit to equity were also improving. In general, the company is financially sound and healthy as demonstrated in its financial figures. The growth in Net sales and the lower interest burden resulting from the lower loan exposure, and additionally, the relatively stable exchange rate causing the raw material and packaging materials to remain relatively stable, had brought the net profit per share to a new higher level of Rp. 7.85, whereas it was at a level of Rp. 7.05 a year ago. It goes without saying that such achievement could not be materialized without the support of all parties involved, among others were the Government authorities, the customers, the suppliers, the work force, the management, and last but not least, the shareholders. Without their parts of contribution according to their field of engagement, it was not possible to achieve such high level of success. By keeping it in mind, the Board of Directors commits to intensify even more the co-operation, collaboration and communication with each of the relevant parties in the endeavour to keep the company enjoying continual and extensive growth. The implementation of good governance is consistently maintained at all times by conducting routine meetings with the Risk Management team in a regular time interval. The Risk Management team has the duty to minimize, and if possible, to avoid any potential risk in all business undertakings of the company and in critical decision-making by the Board of Directors. The duty of the Risk management team also comprises the monitoring on the company operation in order to ensure its compliance with the BPOM (Indonesian FDA) in particular and the regulations of the Government in general. The Board of Directors is currently in the stage of setting-up a code of conduct and closely observes its progress. Expectedly, this code of conduct is ready for implementation by the end of 2011 or by the beginning of 2012 at the latest.
PT. Pyridam Farma, Tbk. was founded and incorporated in November 27, 1976 based on the Notarial Deed No. 31 issued by Notary Tan Tiong ,JF BOE BQQSPWFE CZ UIF .JOJTUSZ PG +VTUJDF UISPVHI JUT MFUUFS PG EFDSFF No. YA 5/118/3 dated March 17, 1977 under the name PT. Pyridam. The incorporation approval of PT. Pyridam was published in the State Gazette /P 4VQQMFNFOU/PEBUFE%FDFNCFS The Company was established by the founders to principally manufacture and market veterinary products. In 1985 the Company started to produce pharmaceutical products and TVCTFRVFOUMZ PO'FCSVBSZ 151ZSJEBN7FUFSJOFSXBTFTUBCMJTIFE with the aim to separate the pharmaceutical manufacturing activities from the veterinary.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
The Company also built a new factory site located in Desa Cibodas, Cianjur, West Java, to house the manufacturing facility for pharmaceutical products. The construction of the building began in 1995 and the new factory started perating in 2001. Adresses: The Company’s Head Office is located at: +BMBO,FNBOEPSBO7***/P +BLBSUB XIFSFBTUIF$PNQBOZT Factory is located at Jl. Hanjawar, Pacet, Cianjur, West Java.
VISION & MISSION
VISION To be prominent, recognizable and respectable on domestic, regional and international market as a reliable and dependable pharmaceutical company through excellence in quality, innovation and services.
MISSION We concentrate all of our efforts to serve the domestic, regional and international communities by the provision of high quality and innovative products for the improvement of life’s health quality.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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COMPANY PROFILE & HISTORICAL MILESTONES
1976
Shareholders
*S 4BSLSJ ,PTBTJI GPVOEFE 15 1ZSJEBN PO UIF UI EBZ PG/PWFNCFS"UUIF early stage, the main activities of PT. Pyridam were producing and marketing veterinary products all over big cities in Indonesia through sales agents. These activities were the main business of the Company, which was successful as shown in rapid continual growth year by year.
PT. Pyridam Internasional
Number of Shares
In %
Value Stocks (Rp)
288,119,974
53.85
28,811,997,400.00
Ir. Sarkri Kosasih
61,740,000
11.54
6,174,000,000.00
Rani Tjandra
61,740,000
11.54
6,174,000,000.00
123,480,026
23.07
12,348,002,600.00
Public
Note: t *S4BSLSJ,PTBTJIJTBMTPUIF1SFTJEFOU$PNNJTTJPOFSPGUIF$PNQBOZ t 3BOJ5KBOESBJTBMTPUIF$PNNJTTJPOFSPGUIF$PNQBOZ t 4IBSFPXOFSTIJQPG*OEJWJEVBMQVCMJDTIBSFIPMEFSTJTMFTTUIBO
1985 PT. Pyridam diversified its business by producing and marketing human medicines at the initial stage of its business expansion. At the same time, the Company was also honored by several overseas principals with the rights to market their health equipment products in Indonesia, particularly in the laboratory apparatus/equipment sector.
2005 PT. Pyridam Farma, Tbk. obtained ISO certificate 9001:2000 through SGS for all sectors of its businesses. The organization and all business activities of the company are therefore, in conformity with the international standard.
1993 15 1ZSJEBN 7FUFSJOFS XBT FTUBCMJTIFE UP GPDVT PO UIF WFUFSJOBSZ QSPEVDU business while PT. Pyridam continued to focus on human medicine and laboratory apparatus/equipment business.
2001 PT. Pyridam occupied and started operating in the new factory located in Pacet, Cianjur. In the same year, PT. Pyridam completed an Initial Public Offering (IPO) of 120,000,000 ordinary shares, and since then, it is registered at Indonesia Stock Exchange (formerly Jakarta Stock Exchange). Following the completion of IPO, the company name was changed to PT. Pyridam Farma, Tbk. and at the initial stage, share holding ratio was as shown in the following tabulation. Number of Shares
In %
280,000,000
53.85
28,000,000,000.00
Ir. Sarkri Kosasih
60,000,000
11.54
6,000,000,000.00
Rani Tjandra
60,000,000
11.54
6,000,000,000.00
120,000,000
23.07
12,000,000,000.00
Shareholders PT. Pyridam Internasional
Public
Value Stocks (Rp)
2002
2006 PT. Pyridam Farma, Tbk. started to explore the export market. The Philippines was selected as the initial country of destination, due to its unsaturated market. An agreement for distributorship was entered into with the top distribution company of the Philippines. PT. Pyridam Farma, Tbk. increased investment for the purpose of production capacity expansion for PT. Osotspa ABC Indonesia, which was intended to accommodate the production of M-150 in powder form, also the future products. To widen its market coverage as also to intensify its market penetration, PT. Pyridam Farma, Tbk. had entered into distributorship agreements with several local distributors which market areas are limited within provincial boundary, among others are: t t t t t t
By the inclusion of above listed distributors, the Company markets its products through 2 national and 16 local distributors.
In the year 2002, the Company distributed dividend in the form of shares proportionally to the share holding ratio. Since the distribution of share dividend in the year 2002, the share holding ratio had accordingly changed and remained up to this date as the figures shown in the table below.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
2007 In the year 2007, PT. Pyridam Farma Tbk, had appointed seven (7) new additional local distributors for Jambi, Batam, Jakarta, Bandung, Manado, Bali BOE,FOEBSJBSFBT
COMPANY PROFILE & HISTORICAL MILESTONES
2008 Three (3) new additional local distributors had again been added to the existing number of local distributors for the areas of Bangka- Belitung, Palu and Batam, in order to farther strengthen market penetration power. With the appointment of ten (10) new additional local distributors in the years 2007 and 2008, the number of local distributors increased to twenty six (26) - in total.
2009 Another two local distributors have been appointed to market Company’s product - one is for the area of Pangkal Pinang while the other one for Bali and Lombok islands. In the same year, the Company had terminated its contractual agreement with two (2) local distributors for non-performance and potential collection problem.
2010 The company in the year 2010 had appointed two (2) new local distributors for UIFBSFBPG,FOEBSJBOE"NCPO*OUIFTBNFZFBS UIFDPNQBOZIBEUFSNJOBUFE the distributorship agreements with four (4) local distributors, which formerly XFSFJODIBSHFPG,FOEBSJ 1POUJBOBL 1BOHLBM1JOBOHBOE#BOHLB#FMJUVOH areas. The steps of terminations had been taken by the company on the account of non-performance and/or potential problem of collection. The appoinment of new local distributors to fill in the vacant areas in Pontianak, Pangkal Pinang and Bangka-Belitung will follow soon.
WORK FORCE As per December 31, 2010, the Company had recorded a total number of employees of 707 people.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
MANAGEMENT REVIEW AND ANALYSIS
THE COMPANY AND ITS NATURE OF BUSINESS PT. Pyridam Farma Tbk. has the committed to improve the health of people and in doing so, also their life quality. This commitment is realized in the production and the marketing of pharmaceutical products needed by all society classes with a wide range of variety – from antibiotics to vitamins to maintain good health. The company adopts GMP (Good Manufacturing Practice) and implements it in its production with strict compliance. In addition, regulations as introduced by the local Food and Drugs Administration (BPOM) and company’s principal guidelines that both are to be consistently followed with no exemptions gives additional assurance of the products quality and safety for consumption during medication. Each of the production stage is stringently controlled under the supervision of well-trained personnel. The strict regulation implementation backed-up by the competence and commitment of our employees comprehences the production process as a whole, aiming to highest, safest possible product quality for our customers – the patients. The company motivates all employees to exert their best endeavours in every level and position they are holding – not only in the production department but also in other operational departments as also in the marketing. Motivations as such are expected to enable them to carry out their duties well. Although the company gives freedom to them in doing their jobs, they still mandatorily have to follow the company regulations. Their individual creativities are highly appreciated. *O UIF QBTU ZFBS 4(4 6OJUFE ,JOHEPN IBT öOJTIFE JUT BTTFTTNFOU and has granted PT. Pyridam Farma Tbk. ISO9001-2008, which has, at once, reflected the company’s commitment to maintain and continually improve its working guidelines and procedures in conformation with the international standard. This certification is an upgrade from the ISO9001-2000 the company has obtained in 2005. The following analysis will elaborate the company performance more indepth and with more detailed information’s,
OPERATING HIGHLIGHT A net sales figure of Rp. 140,858,442,443.00 was recorded in the year 2010, representing an increase of 6.71% compared with the net sales figure of only Rp. 132,000,542,048.00 in 2009. This net sales figure derived from the sales of pharmaceutical products on domestic market as well as on export market, and adding to this, were the sales of medical laboratory wares to various independent laboratories and hospitals. The growth achieved in this year 2010, which was lower than the growth achieved in the year before, was owing to the obstacles encountered in the marketing of several potential new products. In the year 2010, the company could only introduce 5 new products to the market, which were:
t ,FUPDJEDPBUFEDBQMFU Medicine to maintain health and complement the need of amino BDJET t 5JPMBDPBUFEDBQMFU 'PPETVQQMFNFOUGPSQBUJFOUTTVòFSJOHGSPNEJBCFUFTNFMMJUVT t /PHSFODPBUFEDBQMFU Medicine against migraine and migraine during menstruation period XJUIMJHIUBOENFEJVNJOUFOTJUZ t 1PUFOTJLDPBUFEDBQMFU A pain reliever with medium to heavy intensity level, especially colic, post operational pains, usually prescribed in combination with USBORVJMJ[FS t 7JCSBOBUDPBUFEDBQMFU A broad-spectrum antibiotic: a combination of amoxicillin with clavulanic acid to cure various infections, e.g. - Infections of upper respiration tract: tonsillitis, sinusitis, otitis NFEJB - Infections of lower respiration tract: CSPODIJUJTBDVUFBOEDISPOJD MPCBSBOECSPODIPQOFVNPOJB *OGFDUJPOTPGVSPHFOJUBMUSBDUVSFUISJUJT TJTUJUJT QJFMPOFGSJUJT - Infections of skin and soft tissue, abscess, boils, cellulites, infectious XPVOET *OGFDUJPOTPGCPOFTBOEKPJOUTPTUFPNJFMJUJT %FOUBMJOGFDUJPOTEFOUPBMWFPMBSBCTDFTT - Other infections: abortion sepses, puerperal sepses and intra abnormal sepses. As a matter of fact, it was already scheduled in the company’s plan to start marketing a few injection products last year in 2009. Yet, due to the delay in obtaining the registration numbers of those products and the time-consuming production preparation, the marketing program had to be postponed. Following the revised schedule, some of the injection products will be introduced to the market by the 2nd semester of 2011. The injection products as aforementioned have to be produced by other pharmaceutical industries under toll manufacturing scheme, owing to the unavailability of injection production facilities in company’s plant. And, for the purpose of tolling-out the inection products, the company has carried-out an investigative audit on the production facilities of the toll manufacturer with the satisfactory result, giving the company confidence that the products will meet the quality according to company’s standard. Few other products the company planned to produce in its own plant using JUTPXOQSPEVDUJPOGBDJMJUZXFSFBMTPEFMBZFE UIFIJHIFNQMPZFFUVSOPWFS and R&D Manager resignation were the main reason of the delay. The company now is still recruiting potential candidates to fill in the vacant positions in the R & D department. With no difference, the production facility upgrade still cannot be executed, due to the requirement complexity for the permit application. Despite the given situation, the company is confident to be able to realize the production facility upgrade within the year 2011. As a result of the aforesaid delay, additonal fund was available - making the company’s cash flow very liquid.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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MANAGEMENT REVIEW AND ANALYSIS
The excessive fund deriving from the net income generated in 2010 has made the company to be able to reduce its loan exposure as shown in the financial statement prepared by the Public Accounting Firm BDO Tanubrata Sutanto Fahmi dan Rekan, wherein the company loan exposure incl. overdraft facility were recorded as much as Rp. 6,652,967,634.00, as per December 31, 2010 which was 44.30% lower compared to the amount of Rp. 8,363,435,181.00 as per December 31, 2009 record.
FINANCIAL SUMMARY Some figures below are provided to summarize the company financial performance. t /FUTBMFT 3Q t 1SPöUGSPNPQFSBUJPO 3Q t 1SPöUCFGPSFUBY 3Q t 1SPöUBGUFSUBY 3Q The net profit figures have increased 11.30% compared to the figures of the year 2009. All divisions of the company had shown positive growth, whereas tollmanufacturing division had shown negative growth. This was mainly caused by the sluggish market development of isotonic drinks produced by the company for the brand owner. The graphics below illustrate the contribution shares of the divisions.
As a workaround to overcome this specific problem, i.e. the high employee turnover on one hand, and the increasing need of medical representatives to broaden and intensify the market penetration, on the other hand, the company continually recruits and trains new medical representatives. In the year 2010 , medical representative recruitment and training had been conducted three times, which had taken place in the months February, June and October. Advance and reliable computer network system is a convincing system for better company performance, since data and information’s can be obtained with high accuracy and also in timely manner. In the same way, decision can be taken more accurately and faster. In order to support and realize this need, the company had capital expenditure of Rp. 1.2 billion for the procurement of IT system servers. The upgrade of the client computers had also been carried out to cope-up with the new IT system according to the needs prevailed. As it had already been mentioned earlier, the company in overall had achieved positive growth with the pharmaceutical division being and remained as the biggest contributor. A summary of the figure reflecting the positive growth is provided below. Net sales figure of pharmaceutical products and toll manufacturing had contributed with 6.6% growth from Rp. 128,352,056,262.00 in 2009 to an amount of Rp. 136,869,582,630.00 in 2010. On the operating profit post, it had unfortunately given a negative figure of -22.9%, from an amount Rp. 6,293,758, 068.00 in the year 2009 down to Rp. 4,855,106,349.00 in the year 2010. The major cause of such negative growth was the increasing general administration spending. In the other segment, which is the biomedilab, the company enjoyed a positive growth of 9.3% in net sales from Rp. 3,648,485,786.00 in 2009 increased to Rp. 3,988,859,813.00 in 2010. On the total operating profit post, the growth had shown a significant positive number of 50%, equivalent to Rp. 802,890,620.00, representing an increase from Rp. 535,143,727.00 in 2009.
THE FUTURE The Board of Directors has prioritized the implementation of following programs for the upcoming year 2011: t 1SPEVDUJPOGBDJMJUZVQHSBEFBOEEPVCMJOHVQQSPEVDUJPODBQBDJUZ t 3FDSVJUNFOUPGFYQFSJFODFEBOEDPNQFUFOU3%UFBN t "OOVBMTBMFTUPSFBDI3QCJMMJPO The same priority has also been given to work efficiency and effectiveness at all level of management.
OPERATING PERFORMANCE The company had made remuneration adjustments in 2010 with the promotion team as the center weight. Such adjustment was intended to motivate them to perform better and besides, also to reduce the high turnover of employee in the company’s promotion team.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
Not of less importance is the improvement of working facility and environment, working habits and performance evaluation system. The company will hire a consultant with expertise in the field of human resource management to help the company in setting target, job performance evaluation and employee motivation to reach the same joined goal of success, namely that of the company, as well as that of each and every employee as individual.
MANAGEMENT REVIEW AND ANALYSIS
CORPORATE GOVERNANCE
The Risk Management Committee members during the full financial period of 2010 were:
PT. Pyridam Farma Tbk. is committed to integrity and accountability in terms of its corporate governance practices, in which the appointment of Independent Director and Commissioner is part of it.
Position
Meeting Attendance
Handoko Boedi Soetrisno
Chairman
4
#PBSEPGEJSFDUPST
Lianny Suraja
Member
4
The board of Directors has full control over the Company’s daily operations Its scope of functions and responsibilities comprise among others: t 5PHJWFTUSBUFHJDEJSFDUJPOUPUIF$PNQBOZ t 5P FOTVSF UIBU QSPDFEVSFT BOE QSBDUJDFT BSF JO QMBDF UP QSPUFDU UIF $PNQBOZTBTTFUTBOESFQVUBUJPO t 5P NPOJUPS BOE FWBMVBUF UIF JNQMFNFOUBUJPO PG TUSBUFHJFT QPMJDJFT BOECVTJOFTTQMBOT t 5P FOTVSF UIBU UIF $PNQBOZ DPNQMJFT XJUI SFMFWBOU MBXT BOE regulations.
Indrawati Kosasih
Member
4
Andreas Herman Oslan
Member
4
Fransiscus Ong
Member
4
Steven A. A. Setiawan
Member
4
The directors have access to all Company information’s, records, and documents, as well as to company’s properties. Directors receive detailed information’s on all operating activities to facilitate effective and accurate decision making. The Company secretary has the duty to inform stakeholders and shareholders any important issues at the most appropriate time to support the openness of the Company. *OUFSOBM"VEJUPS The Internal Audit body consists of one head and two members with the function to assist the President Director assuring that all procedures are strictly implemented and Company’s assets, stocks of goods are safeguarded through a good, in depth auditing practice. Internal Auditors are empowered to have full access to all documents, records and all Company personnel for the purpose of getting the necessary data and information’s as required for auditing process. Internal Auditors work on full day basis and co-operates with Audit Committee. Audit Committee evaluates the result of internal audit activities and gives feedback and advices to Internal Auditors through coordination NFFUJOHT BUMFBTUFWFSZRVBSUFS
Name
Environment Safety & Protection We always try to be comprehensively compliant to the state and local environmental laws and regulations that govern, among others, all emissions, waste water discharge and solid and hazardous waste disposal, and the remediation of contamination associated with generation, handling and disposal activities. All of our operations are performed under strict environmental and health safety controls consistent with the Occupational Safety and Health Administration and the Environmental Protection Agency. Protecting natural environment is one of our working priorities. Regular medical check-up for every staff is continually performed to assure that no environment hazards occur within the plant area or any personal disease contaminated the products.
FINANCIAL ANALYSIS
Internal Auditor members:
Name Steven A. A. Setiawan
Position Head of Internal Auditor
Emil Susanto
Member
Robertus Doni Irawan
Member
3JTL.BOBHFNFOU$PNNJUUFF The Board has established a Risk Management Committee, with the duty to ensure that an effective internal risk control framework exists within the entity in such way that all Company’s undertaking risks are thoroughly analyzed. More importantly, foreseeable risks should be minimized prior to EFDJTJPONBLJOH UIFTBNFNJOJNJ[JOHFòPSUTTIPVMEBMTPBQQMZUPFYJTUJOH risks at all management level. The Board’s risk management strategy includes matters relating to enterprise risk, which also comprises strategic, operational, financial and compliance risks.
t /FUTBMFT The Company recorded Rp. 140.86 billion net sales in the year 2010. This figure represented an increase of 6.71% compared to Rp. 132.00billion in the year 2009. This increase was contributed by the increases of the sales of pharmaceutical products and toll manufacture as much as 7.13%, whilst Biomedilab product sales contributed with 9.33% and product export with 82.83% sales increase.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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MANAGEMENT REVIEW AND ANALYSIS
t 0QFSBUJOHQSPöU An operating profit of Rp. 5.66 billion had been achieved in the year 2010, which unfortunately represented a decrease of 17.15% from Rp. 6.83 billion last year. t 0QFSBUJOHFYQFOTFT Operating expenses had reached Rp. 84.12 billion, which had increased 8.66% from Rp. 77.41 billion in 2008.
t -JBCJMJUJFT As of December 31, 2010, the company’s liabilities were recorded at the amount of Rp. 23.36 billion that had decreased as much as 13.19% from Rp. 26.91 billion in the year 2009. The current liabilities of Rp. 15.65 billion in 2010 had decreased from Rp. 21.67 billion in 2009 or equivalent to 27.80% decrease. Whereas, the non-current liabilities had increased from Rp. 5.24 billion as of December 31, 2009 to Rp. 7.72 billion representing an increase of 47.21%. t &RVJUZ The equity of the comapany in the year 2010 had increased by 5.57%, amounting to Rp. 77.23 billion, which was Rp. 73.03 billion in the previous year of 2009. The retained earning of Rp. 21.65 billion this year had increased from Rp.17.45 billion last year - an equivalence of 24.06% increase.
LIQUIDITY AND CAPITAL STRUCTURE
t /FUQSPöU An increase of 11.30% in Net profit had been recorded in this year with an amount of Rp.4.20 billion in comparison with Rp. 3.77 billion recorded in 2009. t "TTFUT Total assets had increased by 0.65% from Rp. 99.94 billion as per December 31, 2009 to Rp. 100.56 billion as per December 31, 2010 and out of which, the current asset had increased 3.48% from Rp. 45.49 billion in 2009 to Rp. 47.07 billion in 2010 but on the other hand, the non-current asset had dicreased by 1.71% from Rp. 54.45 billion in 2009 to Rp. 53..51 billion in 2010.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
Prudence and cautiousness are always are company’s principal in its undertakings. The same also applies on its finacial practices, in order to maitain liquidity wtih the cash generated from the operational activities asthe main source. By taking the given financial condition into consideration, the company is of the oppinion to have the funding adequacy to support and cover the operational expenses, capital expenditures, loan and account receivable peyments. In the event that the company encounter fubding shortage, the company can source out its fund requirement from the banks, e.g. Bank Central Asia, OCBC-NISP and the Hongkong and Shanghai Banking Corporation Ltd., Jakarta. The banks as listed above have been supportive in providing the financial needs of the company. As per December 31, 2010, the ratio of liabilities to equity was recorded at anumber of 30.25%, which improved from 37% in 2009. The same improvement had also been shown by the ratio of liabilities to assets, which was recorded at 23.23% in 2010 compared to 27.00% in 2009.
MANAGEMENT REVIEW AND ANALYSIS
ANALYSIS ON THE ABILITY OF DEBT SETTLEMENT AND COLLECTABILITY OF ACCOUNT PAYABLE
DIVESTMENT, AQUISITION AND LOAN/CAPITAL RESTRUCTURING
During the year 2010 , the Company had never failed to fulfill its payment obligations. The Company had always taken prudent and cautious approach to new debt commitments, in order to avoid any negative impacts to its operation in terms of finance. On the account receivables side, we can report 100% collectability. As per December 31, 2010 the followings were recorded: t %PVCUGVMEFCUSFTFSWFPG3QNJMMJPOJTEFFNFEUPCFTVóDJFOUUP DPWFSOPODPMMFDUJCMFBDDPVOUSFDFJWBCMFT t /PBDDPVOUSFDFJWBCMFGSPNBóMJBUFEQBSUJFT
There were no divestment, aquisition nor activities in the year 2010.
CAPITAL EXPENDITURE
There is neither information nor material fact that can be reported.
During the year 2010, the company had expent capital of Rp. 2.98 billion for investment in production facility upgrade, IT system upgrade and other office equipments.
DIVIDEND POLICY
loan/capital restructuring
MATERIAL TRANSACTIONS AND CONFLICT OF INTEREST In the year 2010 there were no material transactions nor conflict of interest executed by the company.
INFORMATION AND MATERIAL FACT AFTER THE DATE OF FINANCIAL REPORT
During the financial year 2010 the company did not distribute dividend. The profit generated in this year was accumulated as retained earning for the purpose of funding the investments of production facility upgrade and GMP program, which is continual year by year as introduced by the goverment, by Badan POM (BPOM) in particular.
Annual Report 2010 - PT. Pyridam Farma Tbk.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
CORPORATE GOVERNANCE
The Board of Directors of the Company consists of three Directors as members and one of them is an unaffiliated Director, which is the Marketing Director. The President Director is the lead executive and jointly with other Executive members, he is responsible for the entire operation of the Company – in accordance with the business strategies and in line with the $PNQBOZT7JTJPOBOE.JTTJPO5IF#PBSEPG%JSFDUPSTJTPCMJHFEUPDPOTVMU the Board of Commissioners of the Company prior to decision making that is influential to the Company operation, such as to incur debts, to sell assets and to pay dividend and bonuses– just to name a few. The Marketing Director of the Company is respossible for the product sales and the monitoring of its execution and progress. On the other hand, he also has the duty to meet the sales target within the promotional budget set by the Board of Directors, especially in the ethical market segment. Additionally, the Director of Marketing also has the duty in the products management and market study that includes giving the Research and Development division the inputs and other necessary information for the development of new and prospective products. The President Director also holds the Production Director position as double functions. In the day-to-day operation, a Deputy Director in charge of the production activities assists the President Director. The main duty of the Production Director is to provide high quality products within the time frame as required by the sales team. The Finance and Administration Director is responsible for other supporting departments, which comprise Personnel, Finance, Accounting, IT, General affairs and Procurement. This position is very strategical because if there is jeopardy in any sub position of this directorate, it will affect the Company operation as a whole. The Board of Directors conducts a regular meeting, quarterly in general. In the elapsed year 2008, the Board of Directors meeting was held 4 times. Minutes of meeting is produced in writing to provide the Executive members with the guidance necessary for their day-to-day exe-cution of duties.
company as commonly practiced in similar industry. In line with the Good Corporate Governance, practice (GCG) it is necessary that the Board of Commissioners should have Independent Commissioners as member to ensure the successful implementation of GCG. The Independent Commissioners represents 33% composition in the Board of Commissioners membership. In the execution of its duties, the board of commissioners is supported by the audit committee with its 3 members. Independent commissioner acts as the head of the audit committee, while the two other members assist her.
GOOD CORPORATE GOVERNANCE Good Corporate Governance or commonly abbreviated as GCG is a process and structure to be used by any corporation to get added value and sustainability in long term in order to protect the interests of the Shareholders and other Stakeholders on the basis of the laws, regulations and norms applicable. Every company should be assertive in the implementation of GCG in all business aspects and at all levels of the organization.
THE BUSINESS VALUE OF GOOD CORPORATE GOVERNANCE (GCG) : 1. 2. 3. 4. 5.
BASIC PRINCIPLES AND GUIDELINES OF GCG IMPLEMENTATION: 5SBOTQBSFODZ
Beside the Board of Directors as the Executive Board, the Board of Commissioners is the Supervisory Board of the Company presence of which is substantial in the Company’s management structure. The Board of Commissioners is composed of 3 members: a President Commissioner, a Commissioner and an Independent Commissioner. In the Company management, the Board of Commissioner has the duties to supervise the Board of Directors in making strategical decisions that have to be in MJOF XJUI UIF 7JTJPO BOE .JTTJPO PG UIF $PNQBOZ BT BMTP UP DPOGPSN UP the Government regulations. Prior to decision-makings, the Board of Commissioner has its duty to give consultative advice and approval to the Board of Directors, which is chaired by a President Director. This consultative advice and approval for money borrowing, Company’s asset selling, dividend, and bonus distributing are an absolute requirement. Besides, the Board of Commissioner is empowered to elect and to terminate Board of Directors members, as well as to select and to elect its own members. The Board of Commissioner is responsible to the majority shareholders as also to the minority shareholders. Remuneration for the Board of Commissioners members is negotiated and fixed with the relevant Commissioners by the majority shareholders, acting on behalf of the
Principle: The company should maintain its objectivity in its business undertakings and provide material and relevant information’s in such a way that they are easily accessible to its Shareholders, Creditors and its Stakeholders. The information’s should not only those, which are provided in accordance with the laws and regulations, but also information’s, in which the company discloses other important business issues for the Shareholders’, Creditors’ and Stakeholders’ decision making. Implementation guidelines: 1. The company should provide the information’s in timely manner, relevant, proportional, accurate and comparable, as well as easily BDDFTTJCMFUPBMM4UBLFIPMEFSTBDDPSEJOHUPUIFJSSJHIUT 2. The information’s should include vision, mission, business plans and strategies, financial condition, organization structure, and remunerations of Board members incl. Majority Shareholders. The same should also apply to share holdings by Executive and Commissioners Board members in the company, as well as in other company(ies).
Annual Report 2010 - PT. Pyridam Farma Tbk.
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CORPORATE GOVERNANCE
Risk management system, internal audit system, GCG implementation and its compliance level as also remarkable happenings that are influential to the company’s operation should BMTPCFJODMVEFE 3. The transparency should, in no event, be contradictory to the secrecy policy as set by the laws and regulations, job secrecy and QSPQSJFUBSZSJHIUT 4. Company policies should be made in written form and released proportionally to all Stakeholders.
Implementation guidelines: 1. Each part of company organization structure in any case should avoid being predominant to other parts of the company organization structure and free of conflicts of interests or pressure. *OTPEPJOH EFDJTJPOTDBOCFUBLFOPCKFDUJWFMZ 2. Each of the part of the organization structure should be responsible for its activities and achievement and should not shift its responsibilities to other part(s) of the organization structure.
'BJSOFTT "DDPVOUBCJMJUZ Principle: The company should be responsible for its performance transparently and appropriately. For this purpose, the company should be well managed, measureable and the company should always protect its Stakeholders interests. Implementation guidelines: 1. The company should define detailed job description and responsibilities of all departments and all employees in accordance XJUIUIFWJTJPO NJTTJPODPSQPSBUFWBMVFTBOEDPNQBOZTTUSBUFHJFT 2. The company should ensure that all employees have their adequate competencies in conjunction with their individual assignments and UIFJSSPMFTXJUIJOUIFDPNQBOZPSHBOJ[BUJPO 3. The company should ensure the existence of an effective internal control system. Operating system and control should also be FTUBCMJTIFE 4. The company’s performance should be measurable and comparable to its business targets at all level, in all divisions, departments and sections. In order to have the optimal contributions of all employees, UIFDPNQBOZTIPVMEFTUBCMJTIBSFXBSEBOEQVOJTINFOUTZTUFN 5. In their job executions, all employees should comply with the applicable code of conducts.
3FTQPOTJCJMJUZ Principle: All laws and regulations should be strictly followed and the company, should implement corporate social responsibility which are essential for the company to have a long-term sustainability and recognition as a good corporate citizen. Implementation and guidelines: 1. Prudence, strict compliance to the laws and regulations should be maintained at all times and in all undertakings, the company TIPVMEBEIFSFJUTFMGUPUIFDPNQBOZTBSUJDMFPGBTTPDJBUJPO 2. The company should implement corporate social responsibility to the people living in the company’s surrounding and keep the environment sound and healthy.
*OEFQFOEFODZ Principle: In order to ensure the proper implementation of GCG principles the company should be independently managed and each of the part of the organization structure should not be predominant to one another. Interference by other party whether from inside or outside of the company should be prevented.
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Annual Report 2010 - PT. Pyridam Farma Tbk.
Principle: The company should at all times protect the interests of its Shareholders and Stakeholders based on equality and fairness. Implementation guidelines: 1. The company should be accommodative to its Stakeholders for their feedback and suggestions for the good sake of the company and provide them with information’s access following the transparency QSJODJQMF 2. The company should treat its Stakeholders equally in proportion to UIFJSDPOUSJCVUJPOTUPUIFDPNQBOZ 3. In terms of employee recruitment, the company should give equal chance. The same treatment should be given in their jobs and career development, free of discrimination concerning their race, religion, social class, gender and physical condition. In the implementation of GCG principles, the following bodies play a very important role: (FOFSBM"TTFNCMZPG4IBSFIPMEFST 2. The Board of Commissioners for its supervisory and advising function, which in terms of the implementation of GCG principles is assisted by: "VEJU$PNNJUUFF 2.2 Other Committees. 2.3. The Board of Directors in its Executive function. The function of Audit Committee is to give the Board of Commissioners professional and independent information’s, ensuring the transparent and accountable financial operation and other GCG principles implementation. Factors of GCG principles implementation failure commonly occur in large sized companies: 8FBLJOUFSOBMDPOUSPMNFDIBOJTN $POøJDUPGJOUFSFTUT 3. Interference by Majority Shareholders in decision making by the #PBSEPG%JSFDUPST *OFòFDUJWFTVQFSWJTPSZGVODUJPOPGUIF#PBSEPG$PNNJTTJPOFST /POUSBOTQBSFOUDPNQBOZNBOBHFNFOU *HOPSBODFUP4UBLFIPMEFSTJOUFSFTUT 7. Suspicion to the independency of Auditors. GCG demands the implementation of the 5 GCG principles with the full support of the Board of Commissioners and the Board of Directors.
CORPORATE GOVERNANCE
As already mentioned aerlier, the Board of Commissioners in the implementation of GCG is assisted by:
(A) AUDIT COMMITTEE AND INTERNAL AUDITOR The presence of Audit Committee is justified and preconditioned by GCG implementation, specifically to strengthen the Boards in terms of accountability to the shareholders and the stakeholders. The accountability as such is reflected in the reliable and trustworthy financial statement. In respect of which, GCG is the fundamental to the presence of the Audit Committee and, at the same time, is the reference in the organization structure and work process formation. GCG implementation, risk management, Internal control and Auditing are the focus of the Audit Committee. Audit Committee, in connection with its function, reports to the Board of Commissioners and shareholders. As far as PT. Pyridam Farma, Tbk. is concerned, the legal documents to be referred to are: t 5IF %FDSFF PG UIF )FBE PG $BQJUBM *OWFTUNFOU #PBSE /P ,FQ 1. t 5IF %FDSFF PG UIF #0% PG +BLBSUB 4UPDL &YDIBOHF /P ,FQ BEJ07/2004.
+PCEFTDSJQUJPOPG"VEJU$PNNJUUFF 1. Auditing the financial information to be released by the Company to any third party that comprises financial statement, projection and PUIFSöOBODJBMJOGPSNBUJPO *OWFTUJHBUJOH1VCMJD"DDPVOUBOUT*OEFQFOEFODFBOEPCKFDUJWJUZ "TTVSJOHUIFFòFDUJWFMZPGUIF*OUFSOBMDPOUSPMPGUIF$PNQBOZ 4. Analyzing the compliance level of the Company toward the regulations applicable to capital market and other Government regulations related UPUIF$PNQBOZBDUJWJUJFT 5. Assuring that there are no erroneous decisions made by the Board of Directors including the implementation, either on its own or by an independent party appointed by the Audit Committee on the expense PGUIF$PNQBOZ 6. To submit the result of any investigation carried out to all Board of Commissioners members two (2) days after the completion of the JOWFTUJHBUJPOSFQPSU 7. Submit the report of its activities to the Board of Commissioners at least every quarter.
"VEJU$PNNJUUFFPSHBOJ[BUJPOTUSVDUVSF t )FBE
-JBOOZ4VSBKB XIPBMTPIPMET*OEFQFOEFOU Commissioner Position. t .FNCFST %PNJOJRVF3B[BöOESBNCJOJOB 2. Ridwan Aksama
Audit Committee activities in 2010 can be summarized as follows: t &OTVSJOH UIF DPNQMJBODF XJUI UIF DVSSFOU SFHVMBUJPOT CFDPNJOH FòFDUJWFJO t 4VQFSWJTJPO PO UIF BVEJU QSPHSBNT PG UIF *OUFSOBM BOE &YUFSOBM "VEJUPSTXJUIUIFJOUFOUJPOUPNBLFUIFJSBVEJUJOHNPSFFòFDUJWF t 5IPSPVHI EJTDVTTJPO XJUI &YUFSOBM "VEJUPS CFGPSF UIF BVEJU QSPDFTT XBTTUBSUFE t 3FWJFXPOUIFöOBODJBMSFQPSUQSFQBSFECZUIF&YUFSOBM"VEJUPSQSJPS to publication. According to studies and observations, the factors causing the failure in company operations in Indonesia and also overseas among others are: t 1PUFOUJBMGSJDUJPOPSDMBTI EVFUPDPOøJDUPGJOUFSFTU t *OUFSWFOUJPOCZUIFNBKPSTIBSFIPMEFST t *OFòFDUJWFOFTTPG#PBSEPG$PNNJTTJPOFSTTVQFSWJTPSZGVODUJPO t /POUSBOTQBSFOUDPNQBOZPQFSBUJPO t /FHMJHFODFUPTUBLFIPMEFSTJOUFSFTU t 4LFQUJDBMWJFXUP"VEJUPSTJOEFQFOEFODZ By considering the earlier mentioned negative factors, it is strongly advisable to every public-listed company to focus on its Internal Audit and Audit Committee to make its Internal control more effective. Internal control is the foundation for healthy and successful companies. Most of the companies recently rely on the role of Internal Auditors in developing and ensuring the effectiveness of their Internal control function that makes the Internal control a benefit contributor to the company. In other words expressed, an added-value contributor. Audit Committee and Internal control share similarity in their functions. Basically, both have the controlling function. In terms of authority and channel of responsibility, they are different from one another. Audit Committee, which has been regulated by the Stock Exchange Authority, is elected by and responsible to the Board of Commissioners with the assisting duty to the Commissioners (Bapepam regulation No. IX.1.5.). Audit Committee, in the execution of its duty, shall focus on the implementation of Good Corporate Governance (GCG). As such, the Audit Committee shall report the result of their entire activities to the Board of Commissioners and the shareholders. *OUFSOBM"VEJU6OJUJTFMFDUFECZBOESFTQPOTJCMFUPUIF1SFTJEFOU%JSFDUPS and is compulsory for public-listed companies as per Bapepam regulation /P7**(*OUFSOBM"VEJUJTFYQFDUFEUPNBYJNBMMZQMBZJUTSPMFJOHJWJOH assistance to the Board of Directors of public-listed companies in executing their duty related to the Internal control, risk management and GCG.
"VEJU$PNNJUUFFBDUJWJUJFTJO Audit Committee had conducted 3 meetings during the year 2010. All meetings had been attended by all Audit Committee members. By exclusion of Audit Committee members in the meetings it conducted, the presence level of Audit Committee members was 40%.
*OUFSOBM"VEJUPSHBOJ[BUJPOTUSVDUVSFVOEFS4ZTUFN 1SPDFEVSF $POUSPMBOE-FHBM t )FBE
4UFWFO""4FUJBXBO XIPBMTPIPMETQPTJUJPOPGUIF head of System, Procedure and Control and Legal department, as well as member of the Risk Management. t .FNCFST &NJM4VTBOUP 2. Robertus Doni Irawan Audit Committee and Intenal Audit have to co-operate closely and communicate directly, which form the inter-relation between the them. Furthermore, during the analysis by the Audit Committee on the audit result
Annual Report 2010 - PT. Pyridam Farma Tbk.
51
CORPORATE GOVERNANCE
obtained by Internal Auditors, interval meetings should be conducted. The Audit Committee always works closely together with Internal Auditors in the execution of its function and authority.
(B) NOMINATION AND REMUNERATION COMMITTEE Nomination Committee together with the Board Commissioner sets up the system and policy to elect members of the Commissioners and Directors. Currently, the duties of both Committees, e.g. the Nomination and the Remuneration can still be handled by the Commissioners. In due course, PT. Pyridam Farma, Tbk. will complement its organization structure with Nomination and Remuneration Committees at the time deemed to be right and mature for this matter.
(C) CORPORATE SECRETARY The Corporate Secretary has the role to bridge the Company and the external parties, such as Stakeholders and Shareholders. In the financial year of 2010, the position of the Corporate Secretary was held by Mr. Ryan Arvin with the following biographical data: t *OEPOFTJBODJUJ[FO t #PSOJO#BOEVOHJO t (SBEVBUFE GSPN $BUIPMJD 6OJWFSTJUZ 1BSBIZBOHBO JO JO UIF GBDVMUZPG&DPOPNJDT NBKPSJOHJO.BOBHFNFOU t )FTUBSUFEIJTDBSFFSXIFOIFXPSLFEGPS154BOCF'BSNBGSPN UP'SPNUPIFXPSLFEGPS154PIP*OEVTUSJ1IBSNBTJ t 4JODF +BOVBSZ IF KPJOFE 15 1ZSJEBN 'BSNB 5CL IPMEJOH UIF position of Finance Manager.
Tanubrata Sutanto Fahmi dan Rekan Prudential Tower, 17th Fl. +M+FOE4VEJSNBO,BW Jakarta 12910 - Indonesia
1VCMJD"DDPVOUBOU
4IBSFT"ENJOJTUSBUJPO#VSFBV PT. Sinartama Gunita Plaza BII Menara 3, 12th Fl. Jl. MH. Thamrin No. 51 Jakarta 10350 $PNQBOZ)FBE0óDF +M,FNBOEPSBO7***/P +BLBSUB Telp. (62-21) 53690112 (hunting) 5307551 - 52 Fax. (62-21) 5329049 E-mail : [email protected] Website : www.pyridam.com 4IBSFIPMEJOH$PNQPTJUJPO Shareholding Composition as per December 31, 2010: Shareholders PT. Pyridam Internasional
Number of Shares
In %
Stock Value (Rp)
288,119,974
53.85
28,811,997,400.00
Ir. Sarkri Kosasih
61,740,000
11.54
6,174,000,000.00
Rani Tjandra
61,740,000
11.54
6,174,000,000.00
123,480,026
23.07
12,348,002,600.00
Public (each below 5%)
Company Stocks Trading Data Period 2010 The duties of Corporate Secretary are among others: 1. Monitoring the progress and changes of regulations in the stock NBSLFU 2. Providing Shareholders, Stakeholders and relevant Goverment bodies XJUIJOGPSNBUJPOTDPODFSOJOHUIF$PNQBOZöOBODJBMDPOEJUJPO 3. Giving information’s to the Board of Directors with the aim to comply XJUIUIF4UPDL&YDIBOHFMBXTBOESFHVMBUJPOT 4. As contact person for the Stock Exchange regulators.
Company Stocks Trading Data Period 2009 #PBSEPG$PNNJTTJPOFST 1SFTJEFOU$PNNJTTJPOFS Commissioner Independent Commissioner #PBSEPG%JSFDUPST President Director %JSFDUPS
52
Price
*S4BSLSJ,PTBTJI : Rani Tjandra : Lianny Suraja
: M. Handoko Boedi Soetrisno *OESBXBUJ,PTBTJI Andreas Herman Oslan
PERSETUJUAN ATAS LAPORAN TAHUNAN 2010 AGREEMENT ON ANNUAL REPORT 2010 Kami yang bertanda tangan di bawah ini atas nama manajemen Perseroan menyatakan persetujuan atas Laporan Tahunan 2010 ini. We, the undersigned for and on behalf of the management ŚĞƌĞďLJĐŽŶĮƌŵĂŶĚĞŶĚŽƌƐĞƚŚŝƐĂŶŶƵĂůƌĞƉŽƌƚϮϬϭϬ͘ Dewan Komisaris #PBSEPG$PNNJTTJPOFST
Ir. Sarkri Kosasih Komisaris Utama President Commissioner
Rani Tjandra Komisaris Commissioner
Lianny Suraja Komisaris Independen Independent Commissioner Direksi Board of Director
Michael Handoko Boedi Soetrisno Direktur Utama President Director
