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Audit Committee

Pursuant to POJK No. 55/POJK.04/2015, the Audit Committee is a committee established by and responsible to the Board of Commissioners to assist in carrying out the duties and functions of the Board of Commissioners. The primary role and responsibility of the Audit Committee is to provide advice and assurance on the implementation and effectiveness of good corporate governance to the Board of Commissioners.

The Audit Committee reviews the integrity of the Company's financial disclosures, supervises internal control, risk management and external audits, and monitors 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 to the GMS. In the Company, the Audit Committee is a supporter to improve the implementation of GCG in the Company's operational activities and expansion initiatives, especially in terms of supervision and improving the quality of the implementation of the principles of accountability and responsibility.

QUALIFICATIONS OF AUDIT COMMITTEE MEMBERS

Qualifications and requirements for the Company's Audit Committee are as follows:

  1. Have high integrity, ability, knowledge, experience in accordance with their field of work, and good communication skills;
  2. Understand financial statements, the Company's business, especially those related to the Company's services or business activities, audit processes, risk management, and laws and regulations in the Capital Market sector and other related laws and regulations;
  3. Comply with the Audit Committee code of conduct set by the Company;
  4. Have a commitment to continuously improving competence through education and training; and
  5. Meet the independence requirements as stipulated in OJK Regulation No. 55/POJK.04/2015 on the Establishment and Guidelines for the Implementation of the Audit Committee.
COMPOSITION OF THE AUDIT COMMITTEE

As of December 31, 2024, the Company has an Audit Committee with a composition of 1 (one) Independent Commissioner as the head and member and 2 (two) independent external parties as members who have met the independence requirements in accordance with applicable regulations. The composition of the Company's Audit Committee is as follows:

Name Position
Lindawati Gani Chairwoman of the Audit Committee / Independent Commissioner
Herwan Ng Member concurrently Secretary
Budiyanto Muliohardjo Member
INDEPENDENCY OF AUDIT COMMITTEE

In carrying out its duties and responsibilities, the Company's Audit Committee is committed to upholding the principles of GCG, being objective, professional, and independent. The Audit Committee will not make decisions under pressure and intervention from any party and avoid any potential conflict of interest. Members of the Audit Committee do not have any affiliation, either family or business, with members of the Board of Commissioners, Board of Directors and Majority and/or Controlling Shareholders.

Pursuant to POJK No. 55/POJK.04/2015, the Company's Audit Committee has met the independence requirements. The selection of Audit Committee members is based on integrity, competence, experience, and expertise in finance. The details of the Audit Committee’s independence are as follows:

Independency Aspect Lindawati Gani Budiyanto Muliohardjo Herwan Ng
Not a person in a Public Accounting Firm, Law Firm, Office of Public Appraisal Service, or other parties who provide assurance services, nonassurance services, appraisal services, and/or other consulting services to the Company within the last 6 (six) months before appointed by the Board of Commissioners.
Not a person who works or has the authority and responsibility to lead, control, or supervise the activities of the Company within the last 6 (six) months prior to being appointed by the Board of Commissioner, except for the Independent Commissioner.
Has no direct or indirect ownership in the Company.
Has no affiliation with members of the Board of Commissioners or Board of Directors, or Major Shareholders of the Company.
Has no business relationship directly or indirectly related with the Company’s business activities.
Notes:
✓ = yes
x = no
Audit Committee Charter

The Audit Committee Charter is prepared based on applicable laws and regulations. Based on the Decree of the Board of Commissioners No. 001/SM/SK-DEKOM/VII/2019 on Changes in Audit Committee Members and Changes in Term of Office of Audit Committee Members of the Company dated July 17, 2019, the Audit Committee’s charter regulates:

  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 OF THE AUDIT COMMITTEE

Duties and responsibilities of the Audit Committee are as follows:

  1. Review financial information to be released by the Company to the public and/or authorities, including financial statements, projections, and other reports related to the Company's financial information;
  2. Review compliance with laws and regulations related to the Company's activities;
  3. Provide an independent opinion in the event of a difference of opinion between management and the public accountant regarding the services provided;
  4. Provide recommendations to the Board of Commissioners regarding the appointment of a public accountant based on independence, scope of assignment, and service fees;
  5. Review the implementation of audits by internal auditors and supervise the implementation of follow-up actions by the Board of Directors on the findings of internal auditors;
  6. Review the implementation of 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. Review complaints related to the Company's accounting and financial reporting processes;
  8. Review and provide advice to the Board of Commissioners regarding potential conflicts of interest in the Company;
  9. Maintain the confidentiality of the Company's documents, data, and information.
AUTHORITIES OF THE AUDIT COMMITTEE

The Audit Committee has the following authorities:

  1. Access the Company's documents, data, and information regarding employees, funds, assets and resources as required;
  2. Communicate directly with employees, including the Board of Directors and parties carrying out internal audit functions, risk management, and Accountants regarding the duties and responsibilities of the Audit Committee;
  3. Involve independent parties outside the Audit Committee members as needed to assist in carrying out their duties (if necessary);
  4. Carry out other authorities granted by the Board of Commissioners.
Audit Committee Meetings

Meeting Policy

In accordance with OJK Regulation No. 55/POJK.04/2015 on the Establishment and Guidelines for the Audit Committee and the Audit Committee Charter, the Audit Committee meeting policies include:

  1. The Audit Committee holds regular meetings at least once in 3 (three) months;
  2. Audit Committee meetings can be held if attended by more than ½ (half) of the total members;
  3. Decisions of the Audit Committee meeting are taken based on deliberation to reach consensus;
  4. All discussions in the Audit Committee meeting are outlined in the minutes of the meeting, including if there are dissenting opinion. The minutes of the meeting are signed by all members of the Audit Committee present and submitted to the Board of Commissioners.

AUDIT COMMITTEE MEETING ATTENDANCE FREQUENCY

In 2024, the Audit Committee held Committee meetings, both internally and with the Board of Commissioners, Board of Directors or other functions. Information on the frequency of attendance of Audit Committee meetings is as follows:

Name Position Total Meetings Attendance Attendance Percentage (%) Meeting
Prof. Dr. Lindawati Gani, Ak., CA., FCMA, CGMA, FCPA (AUST.) Head of Audit Committee/Independent Commissioner 7 7 100
Herwan Ng Member and Secretary 7 7 100
Budiyanto Muliohadrjo Member 2 2 100
IMPLEMENTATION OF AUDIT COMMITTEE DUTIES IN 2024

The Audit Committee has carried out its duties and responsibilities in adherence to the Audit Committee Charter, the direction of the Board of Commissioners, and applicable laws and regulations, as follows:

  1. Reviewing and discussing the 2023 consolidated financial statements and the 2024 quarterly and semi-annual consolidated financial statements;
  2. Evaluating the performance of public accountants and public accounting firms that audited the Company's annual Financial Statements for the 2023 fiscal year;
  3. Providing input to the Board of Commissioners for the appointment of public accountants and public accounting firms that will audit the Company's Financial Statements for the 2024 fiscal year;
  4. Providing input to the Board of Commissioners regarding the procedures, work plans and findings of the Internal Audit;