Audit Committee

The main role and responsibility of the Audit Committee is to provide advice and confidence in the implementation and effectiveness of Good Corporate Governance to the Board of Commissioners. Activities that include reviewing the integrity of the Company’s financial disclosures, monitoring internal control, risk management and external audits, and monitoring aspects of compliance with relevant laws, regulations, and policies.

All members of the Audit Committee are appointed and dismissed by the Board of Commissioners and reported in the GMS. The Audit Committee is established with reference to OJK Regulation No. 55/POJK.04/2015 concerning the Formation and Implementation Guidelines of the Audit Committee. The purpose of the Audit Committee is to enhance the implementation of GCG in the Company’s operational activities and business expansion initiatives, especially by supervising and improving the quality of the application of accountability and responsibility.

QUALIFICATIONS OF THE AUDIT COMMITTEE MEMBERS

In general, the mandatory qualifications and requirements of Audit Committee members are:

1. high integrity, adequate ability, knowledge, and experience in accordance with their field of works, and ability to communicate well;
2. understanding of the financial statements, the Company business, particularly related to the Company’s services or business activities, audit process, risk management, law and regulations in the Capital Market and other related laws and regulations;
3. compliance with the Audit Committee’s code of conduct established by the Company;
4. commitment to continual competencies enhancement through education and training; and
5. meeting the independence requirements as stipulated in OJK Regulation No. 55/POJK.04/2015 concerning the Formation and Implementation Guidelines of the Audit Committee.

STRUCTURE AND COMPOSITION OF AUDIT COMMITTEE MEMBERS IN 2024

The Audit Committee consists of 1 (one) Independent Commissioner as the chairman and 2 (two) independent external party members who meet independence requirements as set out in the Financial Services Authority Regulation No. 55 /POJK.04/2015 dated December 23, 2015, concerning Establishment and Implementation of the Audit Committee.

INDEPENDENCY OF AUDIT COMMITTEE

All members of the Audit Committee are committed to carrying out their duties and responsibilities by upholding GCG principles and being objective, professional, and independent. The Audit Committee will not make decisions under the pressure and intervention of any party and will avoid any potential conflict of interest. Audit Committee members do not have affiliate relationships both in a family and business relationship with members of the Board of Commissioners, Board of Directors, and Major and/or Controlling Shareholders. The Audit Committee is selected based on integrity, competency, experience, and knowledge in the financial field. The Audit Committee members shall also fulfill the independency requirements as stipulated in POJK No. 55/POJK.04/2015 regarding the Establishment and Guidelines for the Audit Committee's Work Implementation. All members of the Audit Committee have fulfilled the independence criteria as follows:

Audit Committee Charter

The Audit Committee is equipped with an Audit Committee Charter to support the duties and responsibilities of internal control supervision. The Audit Committee Charter is drawn up in compliance with the prevailing rules and regulations. The Audit Committee Charter has been updated and ratified by the Decree of the Board of Commissioners No. 001/SM/ SK-DEKOM/VII/2019 concerning Change in Audit Committee Members and Revision of Audit Committee Members' Term Duration in the Company dated July 17, 2019. The Audit Committee Charter which is reviewed periodically, regulates among others:

1. Establishment and objectives,
2. Composition, structure, and membership,
3. Duties and responsibilities,
4. Authorities,
5. Meetings,
6. Reporting,
7. Work relations, and
8. Handling complaints or reporting of suspected violations related to financial statements.

Duties and Responsibilities

The Audit Committee has duties and responsibilities that include, but are not limited to, the following:

1. Reviewing the Company’s financial information to the public and/or the authorities, among others, financial reports, projections, and other reports related to the Company’s financial information;
2. Reviewing the compliance with laws and regulations relating to the Company’s activities;
3. Providing an independent opinion in the event of any disagreement between management and the public accountant for the services it provides;
4. Providing recommendations to the Board of Commissioners regarding the appointment of public accountant based on the independence, scope of the assignment, and remuneration;
5. Reviewing the conduct of audits by internal auditors and overseeing the implementation of follow-up actions by the Board of Directors on the findings of internal auditors;
6. Reviewing the risk management activities carried out by the Board of Directors if the Company does not have a risk monitoring function under the Board of Commissioners;
7. Reviewing complaints relating to the Company’s accounting and reporting process;
8. Reviewing and providing advice to the Board of Commissioners regarding the potential conflict of interest of the Company;
9. Maintaining confidentiality of Company documents, data, and information.

Authority

Audit Committee has the following authorities:

1. To access Company documents, data, and information about employees, funds, assets, and necessary Company resources;
2. To communicate directly with employees, including the Board of Directors and those exercising internal audit, risk management, and accounting functions related to the Audit Committee’s tasks and responsibilities;
3. To involve independent parties outside the members of Audit Committee who are required to assist in the execution of their duties (if necessary);
4. To carry out other authorities granted by the Board of Commissioners.

Audit Committee Meetings

Meeting Policy

In accordance with the Financial Services Authority Regulation No. 55/POJK.04/2015 regarding the Establishment and Guidelines for the Audit Committee's Work Implementation and the Audit Committee Charter, the Audit Committee has a meeting policy focused on the following matters:

1. Audit Committee conducts regular meetings at least 1 (one) time in 3 (three) months;
2. Audit Committee meeting can be held if it is attended by more than ½ (one-half) of the members;
3. Decisions of Audit Committee meetings are taken based on deliberation to reach a consensus;
4. All discussions at the Audit Committee meeting are set forth in the minutes of meeting, including dissenting opinion if any. The minutes of meeting were signed by all members of the Audit Committee who were present and submitted to the Board of Commissioners.

In 2023, the Audit Committee held 8 meetings attended by all Committee members. The committee meeting may invite the Company’s internal parties, including the Board of Commissioners, Board of Directors, or other functions if needed. Dates, meeting agenda, and attendance rate of Committee members are as follows:

SUMMARY OF AUDIT COMMITTEE ACTIVITIES IN 2023

Audit Committee performed the following duties and responsibilities referring to Audit Committee Charter, Board of Commissioners directives and the applicable laws and regulations:

1. Reviewed and discussed 2022 consolidated financial statements and 2023 quarterly and mid-year consolidated financial statements,
2. Assessed performance of public accountants and public accounting firms that audit the Company's annual financial statements for financial year 2022,
3. Provided recommendation to Board of Commissioners on appointment of public accountant and or public accounting firm to audit the Company's Financial Statements for financial year 2023,
4. Provide advice to the Board of Commissioners regarding the procedures, work plan and finding of Internal Audit.