PT Pos Indonesia CEO Resigns Suddenly, Legal Experts Question Collective Liability of the Board of Directors

Only three months in office, the President Director of PT Pos Indonesia (Persero) Daud Joseph resigned. (PT Pos Indonesia)

JAKARTA - The resignation of PT Pos Indonesia (Persero) President Director Daud Joseph after three months in office has attracted public attention, especially after information about an audit that found alleged financial engineering at the company.

However, from the perspective of corporate law, the audit findings do not necessarily indicate criminal acts. Investigative audits are instruments for finding facts, including how a problem occurs, the parties involved, and whether there is a loss for the company or the state.

"The investigative audit is not a guilty verdict. The audit is an instrument to find out the facts, to ensure whether there is a deviation, how the deviation occurred, who is responsible, and whether it has caused losses to the company or the state treasury," said Bimo Prasetio SH, a legal practitioner from BP Lawyers Counselors at Law.

According to Bimo, the term financial engineering is not always synonymous with criminal acts of corruption. In legal practice, it is necessary to distinguish between administrative errors, business failure, errors in the application of accounting standards, to manipulation of financial statements that are deliberately carried out to mislead shareholders or conceal the condition of the company.

Therefore, the results of the audit will determine whether this issue is sufficiently resolved through governance improvements or develops into a further legal process.

Bimo Prasetio SH, a legal practitioner from BP Lawyers Counselors at Law. (IST)

Audit Will Trace the Role of Each Party in the Company

Bimo assessed that one of the important aspects in corporate cases is the principle of collective responsibility of directors.

In the company's structure, corporate management is not only the responsibility of the main director, but all members of the board of directors according to their functions and authorities. Strategic decisions such as financial statements, investments, financing, procurement, and corporate policies generally involve a joint decision-making process.

"If the audit later finds manipulation, then what needs to be seen is not only who is currently in office, but also who has a role in the process," said Bimo.

According to him, auditors and investigators will look further into who knows, approves, signs, benefits, or allows a practice to take place.

Therefore, if the alleged irregularities were found to have occurred in the previous period, then the legal accountability can also follow the period.

The old board is not automatically free just because it is no longer in office, while the new board is also not automatically responsible for the problems they inherited as long as they can prove that they have acted in good faith and taken corrective action.

Change of Board of Directors Does Not Eliminate Accountability

Bimo explained that in corporate cases, law enforcement does not only look at who was in office when a case emerged, but also traces the decision-making process that occurred previously.

The audit needs to trace various aspects through forensic accounting, ranging from the chronology of transactions, changes in accounting policies, recording, management approval, to internal company communications.

This approach is also seen in a number of previous corporate cases, where legal accountability can extend beyond one leadership period if there is evidence of involvement.

"The change of directors does not automatically break the chain of legal accountability. Each leadership period must still be evaluated based on actions, decisions, and evidence found," he explained.

Momentum to Strengthen SOE Governance

Regardless of the results of the audit later, Bimo assessed that the case of PT Pos Indonesia (Persero) was an important momentum to strengthen corporate governance.

According to him, the change of directors alone is not enough if the main issue is in the internal control system. The company needs a strong compliance function, independent internal audit, an active audit committee, an effective whistleblowing system, and a culture of transparency.

If the audit does not find criminal violations, the company still needs to provide an explanation publicly to restore public confidence.

However, if it is found that financial engineering is carried out systematically and to the detriment of the state, then the legal process needs to reach all parties responsible based on the role and evidence possessed.

"Departments can change, but legal accountability never knows retirement," concluded Bimo.