SURABAYA (ISL News) - PT Pelabuhan Indonesia (Persero) Regional 3, or Pelindo Regional 3, continues to strengthen the implementation of good corporate governance (GCG) in every business decision-making process. One such effort was carried out through a Focus Group Discussion (FGD) themed "Business Judgment Rule (BJR) in the Context of Improving Legal Mitigation Governance in SOE Decision-Making."
The activity, which was held at Grand Barunawati, Surabaya, Thursday (10/9), was part of Pelindo's efforts to increase the understanding of company staff regarding the Business Judgment Rule (BJR), especially in dealing with the dynamics and complexity of business decision-making in the BUMN environment.
The FGD was attended by structural officials and directors of subsidiaries within Pelindo Regional 3. The activity was also attended by the ranks of the East Java High Prosecutor's Office through the Deputy Attorney General for Civil and State Administrative Affairs (Jaksa Agung Muda Perdata dan Tata Usaha Negara = JAMDATUN) and his staff.
JAMDATUN Prof. Dr. Narendra Jatna emphasized that understanding BJR is important for BUMN officials so that every business decision can be taken professionally, based on adequate information and considerations, and remains within the corridor of good corporate governance. According to Prof. Narendra, the understanding of BJR also needs to be corrected because in practice there is still a mistake in positioning BJR as if it were legal protection that can be applied to every action or decision made by BUMN management.
In principle, BJR provides space for SOE managers to make professional business decisions as long as those decisions are made in good faith, with prudence, without conflict of interest, and based on adequate information and consideration. However, BJR must be understood in its proper context. BJR operates within a business-to-business decision framework. This concept cannot be applied arbitrarily to all SOE actions, especially when SOEs are carrying out government assignments.
State-owned enterprises (SOEs) have distinct characteristics from those of private businesses in general. In addition to conducting business activities to achieve corporate objectives, SOEs also carry out government assignments to implement specific functions, programs, or policies for the public interest. The nature of these assignments is not always entirely coherent with the pure business decision logic that underpins the conceptual foundation of BJR. In carrying out assignments, decisions can be influenced by state mandates, public interests, government policies, service obligations, and other considerations that are not solely oriented toward corporate profits.
"Therefore, BJR is incompatible if it is forced to be the sole parameter for assessing the actions of SOEs carrying out assignments. We must clearly distinguish between corporate business decisions and actions that constitute the implementation of state assignments. Each has a different basis, purpose, compliance parameters, and form of accountability," he explained.
Prof. Narendra emphasized that the solution to this problem is not to position BJR as a "shield" for every decision made by BUMN management. A more fundamental approach is to build compliance and risk mitigation from the planning, decision-making, implementation, monitoring, and evaluation stages of every policy and business decision. With this approach, legal aspects are not seen as obstacles to courageous decision-making, but rather as an integral part of the company's governance and risk management process. Every decision must have a clear basis for authority, measurable objectives, a traceable decision-making process, adequate risk analysis, and accountable control mechanisms.
One crucial aspect of this framework is disciplined legal documentation. Prof. Narendra emphasized that sound decision-making must be accompanied by sound documentation. Legal opinions, risk assessments, basis for authority, business analysis, supporting data, minutes of discussions, approvals from company organs, and follow-up and evaluation of decisions must be documented in an orderly manner.
Meanwhile, Pelindo's Risk Management Director, Boy Robyanto, said that as a state-owned enterprise managing the port business, Pelindo has a responsibility to ensure that every business decision is made prudently, transparently, and in accordance with GCG principles.
"We want to ensure that bold business decisions go hand in hand with the principles of prudence and good governance. Understanding the Business Judgment Rule is crucial so that management has a strong foundation for decision-making and understands the limitations that must be considered to mitigate legal risk," said Boy.
According to Boy, the dynamics of the port business require swift and accurate decision-making. However, this speed must be supported by measurable, data-driven processes that take into account risk and compliance aspects.
"Through this forum, we hope to foster a common understanding between Pelindo and law enforcement officials regarding how business decisions made professionally and in accordance with good governance can be protected, as per the BJR principles. Furthermore, this also serves as a reminder that every decision must go through a prudent and accountable process," he added.
Pelindo views strengthening governance not only as a matter of compliance, but also as part of efforts to build a culture of sound decision-making within the company. A sound understanding of BJR is expected to provide management with certainty in carrying out business mandates while strengthening the company's legal risk mitigation system.
The FGD also provided a dialogue space between Pelindo and the Attorney General's Office to discuss various legal perspectives related to SOE business decision-making. Through this synergy, Pelindo hopes to continuously improve governance, strengthen risk mitigation, and ensure that every strategic decision remains oriented toward the interests of the company and its stakeholders.
By strengthening the understanding of BJR and consistently implementing GCG principles, Pelindo is committed to building increasingly transparent, accountable, prudent, and sustainable business processes, while supporting the creation of a more professional and competitive port ecosystem.
(ISL News Editorial Team/Pelindo Regional 3 Public Relations).
