Audit Committee was established by Board of Commissioners in accordance with Bapepam-LK Regulation No. IX.I.5 concerning Establishment and Guidelines of Audit Committee, which was then amended by OJK Regulation No. 55 of 2015, dated December 23, 2015 (“POJK 55/2015”), and IDX Regulation No. I-A, which required the Issuer or Public Company to have an Audit Committee. The Audit Committee is responsible for assisting the Board of Commissioners in its supervisory functions of the Company’s activities which relates to the review of financial information, internal controls, risk management, effectiveness of internal and external auditors, and compliance with the applicable laws and regulations.
Requirements of the establishment of Audit Committee pursuant to POJK 55/2015:
- The Audit Committee shall have at least 3 (three) members consisting of 1 Independent Commissioner and 2 members from the external parties.
- The Audit Committee is appointed and dismissed by the Board of Commissioners, and is responsible to the Board of Commissioners.
- The office term of the Audit Committee members shall be no longer than the office term of the Board of Commissioners and may be re-elected for only 1 (one) subsequent period.
The requirements of Audit Committee Members are:
- To have high integrity, capability, experience and good communication skill;
- To have good understanding of the Company’s financial statements and business, particularly related to the audit process, risk management and other laws and regulations;
- To have at least 1 (one) member with educational background in accounting and finance;
- As an independent party, among others, has no share ownership in the Company, no business relationship with the Company in the last 6 (six) months, and no affiliation with the Company’s members of Board of Commissioners, Board of Directors, or Majority Shareholders.
DUTIES, RESPONSIBILITIES, AND AUTHORITIES OF THE AUDIT COMMITTEE
The duties and responsibilities of the Audit Committee in general are to provide professional and independent advices to the Board of Commissioners on the reports and matters submitted by the Board of Directors to the Board of Commissioners. Based on that, the duties and responsibilities of the Audit Committee are to:
- Review the Company’s financial statements and information, which will be submitted to the public and regulators;
- Review the compliance with the prevailing laws and regulations related to the Company’s activities;
- Provide recommendations to the Board of Commissioners regarding the appointment of Public Accountant based on independency, the scope of duties and audit services fee;
- Evaluate the implementation of audit services conducted by the Public Accountant Firm/Public Accountant appointed by the Company;
- Review the implementation of audit procedures by the internal audit and oversee the follow up actions by the Board of Directors on internal audit findings;
- Monitor the activity of risk managements and internal control performed by the Board of Directors;
- Review and provide suggestions to the Board of Commissioners related to the potential conflict of interest;
- Identify matters that require attention from the Board of Commissioners;
- Prepare an Annual Report on the Implementation of Audit Committee’s Activities; and
- Maintain the confidentiality of the Company’s documents and information.
Audit Committee has the authority to obtain necessary information and access data of the Company to support its supervisory functions. In exercising such authority, the Audit Committee may communicate directly and cooperate with Internal Audit and other management functions. When deemed necessary and appropriate, the Audit Committee may involve other independent parties to assist the performance of its duties.
AUDIT COMMITTEE MEETING
- Audit Committee meeting is held at least once in 3 (three) months and is attended by at least more than 1/2 (one half) of the total members.
- Each of Audit Committee meeting is set forth in the Minutes of Meeting and signed by all the attended members of the Audit Committee and submitted to the Board of Commissioner.
INDEPENDENCE OF AUDIT COMMITTEE
In order to provide references, opinions and suggestions that are accountable, the Audit Committee performs its duties and responsibilities professionally and independently without any conflict of interest and intervention from any party. Therefore, all members of the Audit Committee are an independent parties who were appointed according to their capabilities, as well as experience and educational backgrounds. All members of the Audit Committee do not own the Company’s shares, no business relationship with the Company, are free from various personal interests, and have no affiliation with the main shareholders, the Board of Commissioners and the Board of Directors.
MEMBERS OF THE AUDIT COMMITTEE
Name Position Details
Nurdin Zainal Chairman Independent Commissioner
Dodi Syaripudin Member Independent Party
Nurharyanto Member Independent Party
AUDIT COMMITTEE PROFILE
Chairman of the Audit Committee
His profile is presented on the Profile of Board of Commissioners Section under the Management section.
Member of the Audit Committee
Indonesian citizen, 67 years old, domiciled in Bandung city. Mr. Dodi Syaripudin served as a member of Audit Committee of the Company since 2010. Holds a Bachelor’s degree from Institut Ilmu Keuangan Negara and Master of Business Administration from University of Hartford, USA. Presently, he also serves as member of Investment and Risk Management Committee at PT DKB Dok Koja Bahari (since 2017), and member of Audit Committee in PT Jakarta Propertindo (since 2016). Previously, he served as member of Audit Committee at PT Perkebunan Nusantara VIII (Persero) (2007-2011), chairman of Audit Committee at PT Krakatau Steel Tbk (2003-2007), and member of Audit Committee in various state-owned enterprises, including PT Telekomunikasi Indonesia Tbk (2003-2006), PT Pos Indonesia (Persero) (2003-2006), PT Pupuk Indonesia (2014-2017), PT Pupuk Kaltim (2008-2013) and PT Jasa Sarana (2008-2013).
Member of the Audit Committee
Indonesian citizen, 61 years old, domiciled in Tangerang Selatan City. Mr. Nurharyanto served as a member of Audit Committee of the Company since 2012. Holds a Bachelor’s degree from Sekolah Tinggi Akuntansi Negara (STAN) and Master of Risk Management from University of Indonesia. He has experiences in various positions in financial, accounting and audit, and he is also a lecturer in various universities. Currently, he also serves as Director of Fraud Auditing Development Institution (LPFA) and Audit Committee of PT Duta Inti Daya Tbk. Previously served as Audit Committee of PT Bank Negara Indonesia Tbk (2004-2006).