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TATA KELOLA PERUSAHAAN
YANG BAIK
Good Corporate Governance (CGG)

Daftar Isi
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Latar Belakang GCG
Prinsip GCG
Pengertian, Definisi GCG
Tujuan, Purpose GCG
Model GCG
Komite Audit
Internal Audit
What to expect from Internal Audit Dept.
The Agency Concept of GCG

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Latar Belakang GCG

4. 2. 6. Risk Ethics Governance Fraud Control Assessment Quality Management Discussion & Analysis Reporting Relationships Access to Information Incentive Compensation . 10. 9.Today’s Top 10 Issues for Internal Auditing 1. 7. 5. 8. 3.

Konflik muncul karena perbedaan kepentingan tersebut haruslah dikelola sehingga tidak menimbulkan kerugian pada para pihak. Stewardship Theory. Dari latar belakang praktis. Teori lain yang juga kerap dikaitkan dengan GCG a. yaitu untuk menghindari konflik antara principal dan agentnya. GCG yang buruk disinyalir sebagai salah satu sebab terjadinya krisis ekonomi politik Indonesia yang dimulai tahun 1997 yang efeknya masih terasa hingga saat ini. Dari latar belakang akademis. Xerox dan lainnya melibatkan top eksekutif perusahaan tersebut menggambarkan tidak diterapkannya pronsip-prinsip GCG. dan Management Theory .. Krisis keuangan global juga ditengarai karena tidak diterapkannya prinsip-prinsip GCG. Worldcom. kebutuhan GCG timbul berkaitan dengan principal-agency theory.Mengapa GCG 5 Latar belakang kebutuhan atas good corporate governance (GCG) dapat dilihat dari latar belakang praktis dan latar belakang akademis. beberapa kasus skandal keuangan seperti Enron Corp.l.

. sehingga keberadaan korporasi dan para pihak yang berkepentingan (stakeholders) tersebut haruslah dilindungi melalui penerapan GCG.Mengapa GCG Dibutuhkan? 6 Korporasi yang dibentuk dan merupakan suatu Entitas tersendiri yang terpisah merupakan Subyek Hukum.

reflecting its legal. 1994).’ Every country has its own. 29.” “Corporate Governance: Watching the Boss. 7 “Everywhere shareholders are re-examining their relationships with company bosses – what is known as their system of ‘corporate governance.Concerns….” THE ECONOMIST (Jan. distinct brand of corporate governance. regulatory and tax regimes… The problem of how to make bosses accountable has been around ever since the public limited company was invented in the 19th century. for the first time separating the owners of firms from the managers who run them…. .

“Insider trading”. & “ dubious accounting practices ” are the biggest concerns from Corporate Governance perspective Resultant critical issues are disproportionate returns to insiders. extensive expansion into unrelated business.The need for Corporate Governance The degree to which corporations observe basic principles of corporate governance is an increasingly important factor for investment decisions “Integrity of accounting statements”. “selective leak of price sensitive information”. high leverage & risky financial structure . and “stress on ethical behaviour” are the key objectives of good Corporate Governance from the investors’ viewpoint.

Hence the issue is the protection of minority shareholders and other stakeholders from the opportunism of the controlling shareholders Investor opinion surveys indicate that “Corporate Governance remains a great concern for institutional investors”.The need for Corporate Governance Cont. with an overwhelming majority of them willing to pay a premium for companies demonstrating consistent adherence to high governance standards Many investors believe that there is a linkage between good Corporate Governance and good long-run corporate performance .

10 PRINSIP GCG .

Kewajaran (Fairness). pelaksanaan dan pertanggungjawaban Organ sehingga pengelolaan perusahaan terlaksana secara efektif. 4. Pertanggungjawaban (Responsibility). yaitu keadaan di mana perusahaan dikelola secara profesional tanpa benturan kepentingan dan pengaruh/tekanan dari pihak manapun yang tidak sesuai dengan peraturan perundangundangan dan prinsip-prinsip korporasi yang sehat. yaitu kesesuaian di dalam pengelolaan perusahaan terhadap peraturan perundang-undangan dan prinsip-prinsip korporasi yang sehat. . 5. 2. 3.Prinsip GCG (TARIF) 11 1. Akuntabilitas (Accountability). Transparansi (Transparency). Kemandirian (Independency). yaitu kejelasan fungsi. yaitu keadilan dan kesetaraan di dalam memenuhi hak-hak Pemangku Kepentingan (stakeholders) yang timbul berdasarkan perjanjian dan peraturan perundangundangan. yaitu keterbukaan dalam melaksanakan proses pengambilan keputusan dan keterbukaan dalam mengungkapkan informasi material dan relevan mengenai perusahaan.

jobs. 2. The corporate governance framework should recognize the rights of stakeholders as established by law and encourage active co-operation between corporations and stakeholders in creating wealth. The corporate governance framework should protect shareholders’ rights. All shareholders should have the opportunity to obtain effective redress for violation of their rights. including minority and foreign shareholders. and the sustainability of financially sound enterprises.OECD Principles 12 The Principles are divided into five (5) themes: 1. The corporate governance framework should ensure the equitable treatment of all shareholders. (The role of stakeholders in corporate governance) . 3.

and the board’s accountability to the company and the shareholders (Responsibility of the Board) . the effective monitoring of management by the board. The corporate governance framework should ensure that timely and accurate disclosure is made on all material matters regarding the corporation. performance. Cont’d 13 4. and governance of the company (Disclosure and Transparency) The corporate governance framework should ensure the strategic guidance of the company. 5. including the financial situation. ownership.OECD Principles.

14 PENGERTIAN & DEFINISI GCG .

and to protect the interests of its diverse stakeholder groups in a manner consistent with appropriate ethical standards. appropriate risk management and control over its activities. processes. to achieve its objectives. and the manner in which meaningful disclosure relating to its activities is made to shareholders and other stakeholders. Governance is essentially a function of leadership and direction within an organisation. and structures used by an organization to direct and control its activities.What is Organizational Governance? 15 Policies. .

Pengertian GCG 16 Hard Definition GCG merupakan sistem pengendalian dan pengaturan perusahaan yang dapat dilihat dari mekanisme hubungan antara berbagai pihak yang mengurus perusahaan Soft Definition "nilai-nilai" yang terkandung pengelolaan (governance) dari mekanisme .

Pengertian GCG 17 GCG adalah prinsip-prinsip yang mendasari suatu proses dan mekanisme pengelolaan perusahaan berlandaskan peraturan perundang-undangan dan etika berusaha (Kepmen BUMN 01 /MBU/2011) "KOMITMEN. ATURAN MAIN. SERTA PRAKTIK PENYELENGGARAAN BISNIS SECARA SEHAT DAN BERETIKA“ (BPKP) .

how that control is exercised. and institutional arrangements that determine what organizations can do. its stakeholders and other stakeholders. who controls them. and how the risks and returns from the activities they undertake are allocated. and the means of attaining those objectives and monitoring performance are determined. (OECD) . its board. cultural.Governance Defined 18 The whole set of legal. 1995) Governance involves a set of relationships between an organisation’s management. Governance also provides the structure through which the objectives of the company are set. (Margaret Blair.

The objective of organizational governance is to ensure that management is acting appropriately and consistently within the interest of stakeholders.Governance Defined 19 A set of processes. a community oversight board) to ensure that that their interest are protected and their goals are achieved. controls. (Norman Marks. stakeholders (including the board or other body directly appointed by stakeholders – for example. IA Professional. Author. or on behalf of. and structures generally performed within the organization by. Blogger) .

in the interest of shareholders and other stakeholders. the changes between ownership &control of modern corporations. to sustain and enhance value (OECD) At CalPERS CG means “relationship among various participants in determining the direction & performance of corporations. Primary participants are (1) shareowners.Corporate Governance 20 Corporate governance is the system by which companies are directed and controlled. pension reforms and growth of private savings. & deregulation & integration of capital markets .” Distribution of rights and responsibilities among different participants in the organisation including other financial stakeholders. and the rules and procedures laid down and followed for making decisions on corporate affairs CG has evolved based on dispersion of equity. (2) management. & (3) the board of directors. economic crisis and corporate failures.

21 TUJUAN GCG .

org) are recognized as an influential.OECD’s Stands about GCG 22 Defining corporate governance: Corporate governance relates to the internal means by which corporations are operated (directed) and controlled . The Principles can be used as a benchmark by governments as they evaluate and improve their laws and regulations. .Sir Adrian Cadbury Objective standards: The corporate governance principles promulgated by the Organization for Economic Cooperation and Development (OECD).oecd. available at the OECD’s website (www. They also can be used by private sector parties that have a role in developing corporate governance systems and best practices. objective set of corporate governance principles and represent the first initiative by an inter-governmental organization to develop the core elements of a good corporate governance regime.

sehingga mampu mempertahankan keberadaannya dan hidup berkelanjutan untuk mencapai maksud dan tujuan. 2. dan efektif. Mengoptimalkan nilai perusahaan agar memiliki daya saing yang kuat. 3.Tujuan GCG 23 1. Agar dalam membuat keputusan dan menjalankan tindakan dilandasi nilai moral yang tinggi dan kepatuhan terhadap peraturan perundangundangan. efisien. serta memberdayakan fungsi dan meningkatkan kemandirian Organ Perusahaan. serta kesadaran akan adanya tanggung jawab sosial terhadap Pemangku Kepentingan maupun kelestarian lingkungan di sekitar perusahaan . Mendorong pengelolaan perusahaan secara profesional.

ethical precepts. regulators.Governance Ensures The Organization: 24 Complies with society’s legal & regulatory rules Satisfies the generally accepted business norms. other stakeholders. and social expectations of society Provides overall benefit to society and enhances interests of stakeholders Reports fully and truthfully to its owners. and general public to ensure accountability for its decisions. and performance . actions. conduct .

.Governance Purpose 25 The purpose of organizational governance is to facilitate effective and prudent management that can deliver long-term success to the organization.

26 MODEL GCG .

procedures and structures implemented by management and the board to inform. and monitor organizational activities .The IIA Corporate Governance Model 27 Effective Governance Sound Governance Requires Synergy !! Governance can be defined as the mixture of processes. direct. manage.

Corporate Governance 28 The Four Cornerstones Audit Committee of the Board Executive Management Internal Auditors External Auditors .

Corporate Governance Framework 29 .

Other… 30 .

Control Model GCG Untuk Bank 31 QUASI .SINGLE BOARD STRUCTURE .

2.Common Governance Components 32 1. Board of Directors and Committees Laws and Regulations Business Practices and Ethics Disclosure & Transparency Enterprise Risk Management Monitoring Communication . 7. 3. 6. 5. 4.

Board Responsibilities 33 Establishes the “tone at the top” Focal point for all governance activities Ultimate accountability Oversees all organizational activities. but does not directly manage any of them .

baik mengenai BUMN maupun usaha BUMN dan memberikan nasihat kepada Direksi .Board Responsibilities 34 Establishes the “tone at the top” Focal point for all governance activities Ultimate accountability Oversees all organizational activities. but does not directly manage any of them Dewan Komisaris/Dewan Pengawas bertanggung jawab dan berwenang melakukan pengawasan atas kebijakan pengurusan. jalannya pengurusan pada umumnya.

tata kelola teknologi informasi. sistem pengawasan intern.Senior Management 35 Establishes strategic direction and an entity’s value system (with board oversight) Provides assurance of risk management process. dan pedoman perilaku etika (code of conduct). measurement of results. manajemen risiko manual. and implementation of timely corrective actions Direksi BUMN menyusun GCG manual yang diantaranya memuat : board manual. operations monitoring. sistem pengendalian intern. mekanisme pelaporan atas dugaan penyimpangan pada BUMN yang bersangkutan. .

Operating Management 36 Deploys strategy. enforces internal control. and provides direct supervision for areas under its control Accountable to executive management and ultimately the board for implementing and monitoring the risk management process and establishing effective and appropriate internal control systems .

External Auditing 37 Provides independent assurance on the financial statement preparation and reporting activities in accordance with applicable regulations and accounting principles .

Internal Auditing 38 Performs assessments to provide assurance the governance structures and processes are properly designed and operating effectively Provides advice on potential improvements to governance structures and processes What is Internal Auditing’s Role? Assessor Advisor Advocate Catalyst .

yet being part of the organization. will fully prevent greedy. and communications. good judgment. no matter how well designed. . Remaining independent and objective. No one-size-fits-all method to improve organizational governance No governance system. insight.Governance Challenges 39 Diversity of audience. dishonest people from putting their personal interest ahead of the interests ahead of others or the interest of their organization. Constant development of business knowledge.

Be aware of political “firestorms”. Walk the talk . Enhance the efficiency of audit process Be open and honest. with the Don’t “discriminate” when sharing information with the oversight body. Strengthen the risk assesment process. Pick you battles.Addressing Governance Challenges & Navigating Politics 40 Ramp up communications. Operate with a more flexible and adaptable plan Strengthen business knowledge. risk. Strengthen your relationshsips and communications organization’s other governance. Place renewed focus on risk management and governance process. and control functions.

41 The Audit Committee Purpose. Professionalism . Process.

A New World of Corporate Governance 42 Boards of directors and committees must be: Proactive Informed Investigative Accountable .

The Bad News 43 Stakes are greater No “figure head” board members allowed Public trust has diminished Greater challenges More director liability .

. including their own. avoid conflicts of interest. pay strict attention to board matters. and the expectation that directors will act in good faith. drawing on appropriate expertise. Board members who wish to become empowered guardians and builders of corporate value must Learn and follow best practices.Fiduciary Duties 44 The duties of care and loyalty.

What is the AC’s Role in Governance? 45 Oversight of financial reporting Risk management Internal control Compliance Ethics Management Internal auditors External auditors .

understand it.Best Practices in Code-of-Conduct Oversight: 46 Ensure: A code of conduct has been developed. reviewed and updated as needed. . and receive training. Management exhibits ethical behavior and reported violations receive action. All employees receive the code of conduct.

issues. disciplinary action and effectiveness. . investigations. status.Best Practices in Compliance and Ethics Oversight: 47 Ensure: Compliance with laws and regulations Financial reporting of significant issues Management monitoring of program effectiveness Staying informed and recognizing trends to ensure appropriate action Internal audit includes assessment of compliance and ethics risks in their audit plan AC meetings with program manager to discuss key risks.

. Fingers Out 48 The lines of authority for audit committees and management should be clear and understood. AC members must communicate openly with management. They must also challenge management as appropriate.Noses In.

Management supports the audit committee by contacting additional resources and specialists Management advises the audit committee of significant issues in a timely manner. Management provides factual information to support responses. . Management seeks audit committee input in advance of key decisions.Communications Checklist 49 Management is easily accessible. Management answers audit committee questions fully and completely. Management admits not knowing an answer. Management reaches out to the audit committee regularly.

Key Issues of Concern 50 Financial Accuracy Risk Management Control Assessment External Auditor Oversight Effective Use of Internal Auditing .

.Clarifying the Value of Internal Auditing 51 Audit committees must understand internal auditing’s role if they are to work effectively and share a healthy interdependence.

Charting the Course 52 An audit committee charter is a blueprint for its operation and should address Processes Procedures Responsibilities .

53 INTERNAL AUDIT .

Understanding Internal Audit 54 Objectivity Reporting structure Risk management Staffing Prioritization Adding Value .

Understanding Internal Audit 55 Objectivity – IA should have no personal or professional involvement with or allegiance to the area being audited. the reporting relationship there must be organizational independence. Reporting Structure – IA should report to a level within the organization that allows the internal audit activity to fulfill its responsibilities and remain independent. Whatever. . This often results in a dual reporting relationship between executive management and the audit committee. and should maintain an un-biased and impartial mindset in regard to all engagements.

Staffing – A broad range of skills and expertise. and ongoing professional development are critical to the formation and maintenance of an effective internal audit activity. Prioritization – The CAE independence should provide the necessary organizational knowledge for staying in sync with risks and the organization’s overall priorities that allow for effective management of internal audit resources . ERM is evaluated by the internal auditors for effectiveness and efficiency.Understanding Internal Audit 56 Risk Management – Implemented by management.

and provides a safety net for organizational compliance with rules.Understanding Internal Audit 57 Adding Value – IA serves management and the board. assesses the ethical climate and the effectiveness and efficiency of operations. regulations. . and overall business practices.

Internal Auditors & Management . External Auditors.Internal Auditing Best Practise 58 IA should assess and make recommendations for improving the governance process Promoting appropriate ethics & values Ensuring effective performance management Effective communication of risk & control information Effective coordinating of activities & communication between Board.

Internal Auditing Governance Maturity Model 59 Allocation of Audit Consideration of best practices and adaptation to the specific organization – focus on optimization of governance practices and structure Perform audits of design and effectiveness of specific governance related processes Provide advice with focus on governance structure to meet compliance requirements and basic risks of organization Less Structured More Structured .

Objectives.Specific Internal Auditing Activities 60 Consider assessing the following Board Structure. and Dynamics Board Committee Functions The Board Policy Manual Processes for Maintaining Awareness of Governance Requirements Education of the Board Proper Assignment of Accountabilities and Performance Management Communication and Acceptance of Ethics Policies and Codes of Conduct Ethics Investigations and Related Employee Discipline Management Evaluation and Compensation Recruitment Processes for Senior Management and Board Members Employee Training Governance Self-assessments Comparison with Governance Codes or Best Practices External Communications Oversight of External Audit .

What Are The Risks of Internal Auditor as Consultant 61 Risk of Political Exposure Project Failure Management Expectations Conflict of Interest Maintaining Independence and Objectivity Consulting Assignment .

Consulting Skills for Auditors 62 Include consulting services in annual audit plan/budget Define and communicate scope early and often Gain client buy-in Don’t be afraid to say no Identify process improvement areas RVA – Real Value Added BVA – Business Value Added NVA – Non-Value Added .

Tips for a Consultative Approach to Audit
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Strive to understand the business on a deeper level
Align resources to critical areas of risk
Develop in-house expertise
Build trust through relationships
Offer something extra
Speak business, not audit

Other Considerations
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Internal Audit’s role in governance may impair its independence
and should be evaluated and if necessary communicated to
management and the board.
If impaired internal audit should not perform audits or
assessments related to this role.
Organizational strategies usually not questioned by the internal
auditor may need to be if observed to be inadequate, conflicting
or negatively impacting the organization or its stakeholders.
Internal auditing must assess the “big picture” of governance.
Governance is changing rapidly and requires the internal auditor
to monitor these changes and evaluate how they impact the role
of internal auditing in the future.
Internal auditor skills and competencies should be evaluated
before undertaking audits in the governance area

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What should you expect from your Internal
Audit Department?

risk management and internal control processes.VALUE PROPOSITION OF INTERNAL AUDITING FOR KEY STAKEHOLDERS Internal Auditing: Assurance ▪ Insight ▪ Objectivity Governing bodies and senior management rely on Internal Auditing for objective assurance and insight on the effectiveness and efficiency of governance. .

and risk management. and improving profits. and for reducing expenses. . performance. Insight for improving controls. enhancing revenues.Internal Auditing Provides: Assurance that the organization is operating as management intends. processes. procedures. Objective assessments of operations.

Internal Auditors: Have variety of skills. Are catalysts. and problem-solvers. and expertise. risk and control experts. efficiency specialists. educational backgrounds. . Use their broad knowledge of the business to help management achieve its business objectives and assist the governing body in fulfilling its oversight responsibility.

VALUE PROPOSITION OF INTERNAL AUDITING FOR KEY STAKEHOLDERS What else should you expect from your IA Department? .

Control Internal Auditing provides assurance on the organization’s governance.Assurance: Governance. financial. Risk. . operational. and compliance objectives. risk management and control processes to help the organization achieve its strategic.

executive management. Risk. and recommends improvements. . Provides insight on effectiveness of controls and compliance with procedures and regulations. Assists management and governing bodies in identifying risks. effective oversight. mitigation of risks. accurate reporting. Control Internal Auditing. as one of the four cornerstones of corporate governance (along with the governing body. and protection of investments.Governance. and external auditing) helps organization focus on strong controls.

Analyses.Insight : Catalyst. Assessments Internal Auditing is a catalyst for improving an organization’s effectiveness and efficiency by providing insight and recommendations based on analyses and assessments of data and business processes. .

and advises on key projects/initiatives.Catalyst. evaluates processes. . assesses the efficiency and effectiveness of operations and protection of assets. provides insight into process improvements. Analyses. Through analyses of data and information. Through understanding of the business and its objectives. reports findings and recommends appropriate courses of action. Assessments As catalyst for improvement.

Accountability. . Independence With commitment to integrity and accountability.Objectivity : Integrity. Internal Auditing provides value to governing bodies and senior management as an independent source of objective advice.

To ensure independence.Integrity. Accountable in helping management and governing bodies achieve their objectives. . Independence Grounded in professionalism and integrity through professional Standards and Code of Ethics. CAE should report to independent governing body for functional direction. Accountability. and to management for administrative oversight. Maintains objectivity by not assuming any operational responsibilities.

VALUE PROPOSITION OF INTERNAL AUDITING FOR KEY STAKEHOLDERS .

The Agency Concept .

The Main Driver for Corporate Governance is Based on the Agency Concept. .

.External audit fits into the corporate governance jigsaw by providing a report on the final accounts prepared by the board.

Internal Audit vs External Audit .

Audit Committee .

Internal Audit .

.Linking Risk Management to internal control.

The fully built model of corporate governance .

A Possible Framework for Banks 85 .

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CONCLUSION

Back to Basics: Risk, Controls, Governance
Internal auditing is an
independent, objective
assurance and consulting
activity designed to add value
and improve an organization's
operations. It helps an
organization accomplish its
objectives by bringing a
systematic, disciplined
approach to evaluate and
improve the effectiveness of
risk management, control,
and governance processes.

Fostering Enterprise Risk
Management

Re-engaging Internal
Controls

Facilitating
more effective
corporate governance

Key To Effective Corporate Governance
An effective, independent board
A proactive audit committee
A compensation committee aligning executive compensation to
shareholder value
Nominating committee ensuring effective governance of board
A sound internal control framework
A relevant code of ethical behavior
Clear, enforced policies and procedures
Effective management of risk
An objective, well-resourced internal audit function
Independent, effective external audit
Transparent disclosure, effective communication, and systems that
ensure effective measurement and accountability

Ten Aspects to be Assured Board Governance: Roles & authorities of Boards and their members Board nomination and appointments Board Independence Board-members’ expertise and experience Board-members’ performance monitoring & evaluation Business Governance Business-strategy planning & implementation Risk management Information and reporting Business & community consultations Employee Governance Employee guidelines and Code of Conduct .

Board Governance Board charters must be complete & updated: Roles & responsibilities of each board-committee and board-member must be clearly stated Minutes of meetings should note dissenting opinions and how they are resolved Appointments & performance monitoring: Clear processes and minutes of board nomination and appointments Board-members’ expertise and experience Board-members’ performance monitoring & evaluation Board independence should be maintained: Undue influences and treatment of controlling shareholder must be avoided .

risk-management is a core of governance Information and reporting Management needs sufficient information Transparency has no meaning without proper info Business & community consultations Stakeholder communications must be sufficient Corporate social responsibility .Business Governance Business-strategy properly planned & implemented: Planning process should take into account external conditions as well as internal capabilities Strategic objective must be to develop business Management of business-risk: Business is all about translating risk into profits. Hence.

Employee Governance Employees as “key corporate asset”: Placement & promotion opportunities open to all employees Fair goal setting and performance evaluation Competence & performance-based HR management: Clear description of jobs & required competencies Employees allowed to advance themselves Right to organize: Unions common. but not the only form of employee organization Employee guidelines and Code of Conduct Understood & implemented by everybody in the company .

Final Conclusion Improvement of corporate governance will be increasingly important. . good governance will help support a company’s business role and importance The main motivating factors behind good governance are investors & creditors. systems & procedures. and on a “macro” level affecting the companies market values With an increasingly global economy. both within a company. This can be done by codifying a Corporate Policy Manual. government & regulators and the company itself (including its stakeholders) Companies should formalize its corporate governance platform. to serve as “the main reference” in the bank’s structure. society at large.

94 END OF PRESENTATION Thank You .