Structure and Relationship of Corporate Governance

Kalbe’s corporate governance structure follows the Law of the Republic of Indonesia No. 40 Year 2007 regarding Limited Company (Law of Limited Company). The structure consists of the General Meeting of Shareholders (GMS), the Board of Commissioners and the Board of Directors. This structure is set to ensure systematic implementation of Kalbe’s GCG principles and clear definition of roles and responsibilities. In carrying their duties, the GMS, Board of Commissioners and the Board of Directors are guided by the transparency, accountability, responsibility, independency, and fairness principles to ensure the sustainability of the Company’s business by taking into account the interests of all shareholders.

GMS serves as the highest body within Kalbe’s governance structure. It serves as the forum for shareholders to formulate important decisions by considering the best interests of the Company, and taking into account the requirements set in the Company’s Articles of Association and all prevailing laws and regulations.

The Board of Commissioners and Board of Directors are collectively responsible for the continuity of the Company’s business in the long-term. The management of the Company is carried out by the Board of Directors, whereas the Board of Commissioners is responsible for conducting oversight on performance of the Company’s management. Therefore, the Boards of Commissioners and Directors need to have compatible perception regarding the
Company’s vision, mission and values.

To assist the implementation of the Board of Commissioners’ supervisory functions, the Company has formed 4 different committees, namely the Audit Committee, Nomination and Remuneration Committee, Business Risk Committee and the GCG Committee.

In addition, the Company has also established the Company’s Corporate Secretary, Investor Relations, Internal Audit and Risk Management Units, tasked with assisting the Board of Directors in performing its GCG duties.

Articles of Association PT Kalbe Farma Tbk