Audit Committee Charter
The Company has an Audit Committee Charter that is continuously refined and updated in accordance with the developments in prevailing laws and regulations, as well as current conditions. The renewal / improvement of the Company’s Audit Committee Charter last took place in 2015 based on the Decree of the Board of Commissioners No.006 / B / SP-KOM / BFIE / XII / 2015 dated December 17, 2015 regarding the renewal of the Audit Committee Charter which includes the organizational structure, tasks and responsibilities, authority, structure and membership, term of service, meeting, meetings minutes and reporting.
Duties and Responsibilities of the Audit Committee
The duties and responsibilities of the Audit Committee as stated in the Charter of the Audit Committee are, among others:
- Monitoring and evaluating the planning and implementation of the audit, and monitoring of follow-up results in order to assess the adequacy of internal controls, including the adequacy of the financial reporting process.
- In order to carry out the tasks detailed in the above item, and to provide recommendations to the Board of Commssioners, the Audit Committee monitors and evaluates:
- The execution of duties by the Internal Audit Division (IAD).
- The conformity of the audit by Public Accountant with prevailing Auditing Standards.
- The conformity of the Financial Statements with applicable accounting standards.
- To provide an independent opinion in the event of disagreements between the management and the public accounting firm for services rendered.
- Implementation of follow-up actions by the Board of Directors on the findings of the IAD and the Public Accountant.
- Reviewing any other financial information that will be issued by the Company to the public or authorities such as projections and other statements relating to the Company’s financial information.
- To review the Company’s compliance with laws and regulations in the capital market and legislation and other provisions related to the business activities of the Company.
- To provide recommendations to the Board regarding the appointment of the Public Accountant which is based on independence, the scope of the assignment, and the fee to be submitted to the General Meeting of Shareholders.
- To review and report to the Board of Commissioners on complaints related to accounting and financial reporting processes of the Company.
- To review and monitor the implementation of good corporate governance (GCG) in an effective and sustainable manner.
- To carry out other tasks that are relevant to the functions of the Audit Committee at the request of the Board of Commissioners.
- To review and report to the Board of Commissioners on the implementation of the complaints relating to the Company by following the procedures for handling complaints (whistleblowing system) that has been formulated by the Company.
- The Audit Committee reviews and advises the Board of Commissioners on potential conflicts of interest in the Company.
- Maintain the confidentiality of documents, data and information of the Company
Nomination and Remuneration Charter
As regulated by OJK Regulation Number 34 / POJK.04 / 2014 dated December 8, 2014 regarding the Nomination and Remuneration Committee of Issuers or Public Companies, the Nomination and Remuneration Committee has established the Nomination and Remuneration Committee Charter which has been approved by the Board of Commissioners on December 21, 2017.
Duties and Responsibilities of the Nomination and Remuneration Committee
The duties and responsibilities of the Nomination and Remuneration Committee as stated in the Charter of the Audit Committee of the Company are as follows:
- Related to the remuneration policy:
- To evaluate and prepare and provide recommendations to the Board of Commissioners regarding remuneration system / policy and nomination for the Commissioners and Board of Directors of the Company.
- The Committee also reviews and rewards all employees who are eligible to participate in the Stock Option Program, Program Performance Share, as well as other similar compensation plans and programs in the Company that emphasize equality.
- The Committee annually reviews and sets annual or periodic performance objectives and targets related to compensation for BOC and BOD
- Related to the nomination policy:
- To prepare and provide recommendations on the system and procedures for the selection and / or replacement of members of the Board of Commissioners and Board of Directors to the Board of Commissioners to be submitted to the General Meeting of Shareholders.
- Provide recommendations on the candidates for the Board of Commissioners and / or Board of Directors to the Board of Commissioners to be submitted to the General Meeting of Shareholders;
- Provide recommendations concerning the Independent Party who will become members of Audit Committee and other Committee (if any) to the Board of Commissioners and Board of Directors of the Company
- Carries out other duties assigned by the Board of Commissioners.
Internal Audit Charter
In performing its duties, the Internal Audit Unit is guided by an Internal Audit Charter. Periodically, the Internal Audit Charter is reviewed and refined in accordance with applicable regulatory developments. On October 5, 2016, through Commissioners Decree No. 016 / B / SP-KOM / BFIE / IX / 2016, improvements were made to it in accordance with prevailing Bapepam-LK regulations.
Broadly speaking, the Internal Audit includes:
- Purpose and Objectives
- Vision and Mission
- Positions, Functions, Duties and Responsibilities and Authority
- Audit Policy
- Auditing Standards
- Code of Conduct
- Evaluation and Improvement
The Internal Audit charter contains the Internal Audit duties and responsibilities as follows:
Duties and Responsibilities
- Prepare and implement the Annual Internal Audit Plan.
- Test and evaluate the implementation of internal control and risk management system in accordance with company policy.
- Examine and assess the efficiency and effectiveness in finance, accounting, operations, human resources, marketing, information technology, and other activities.
- Provide suggestions for improvements and objective information on the activities examined at all levels of management.
- Draw up a report on the audit results and submit the report to the President Director and the Finance Director.
- Monitor, analyze and report on the implementation of the recommended upgrades.
- Work closely with the Audit Committee.
- Develop a program to evaluate the quality of Internal Audit activities undertaken;
- Conduct special inspections assigned by the President Director or the Finance Director.
- To compile, modify and implement the Audit Charter including determining the procedure and scope of audit work.
- To access to all documents, data, records, personal and physical, information on audit objects carried out in relation to the execution of its tasks.
- To verify and test the reliability of the information obtained, in relation to the assessment of the effectiveness of the audit system.
- To assess and analyze the activities of the organization, but not to have authority for the implementation nor responsibility for the activities reviewed.
- To allocate the resources of the internal auditor, determine the focus, scope and schedule of the audit, apply the techniques deemed necessary to achieve the audit objectives, request an oral / written response to the auditee as well as to provide advice / recommendations.
- To obtain advice from professional sources in the course of auditing activities.
- To communicate directly with the Board of Directors, Board of Commissioners, and / or Audit Committee.
- To hold regular and incidental meetings with the Board of Directors, Board of Commissioners and / or Audit Committee.
- To coordinate its activities with the activities of external auditors.
- To propose Internal Audit staff for promotion, rotation, education, training, seminars and courses related to the execution of the audit task or to fulfill auditor competencies in accordance with the demands and career progression set by the organization.
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