Legal Basis for the Establishment of Audit Committee
The Company’s Audit Committee has been set up in accordance with:
- Law No. 40 of 2007 on Limited Liability Companies;
- Law No. 8 of 1995 concerning the Capital Market;
- OJK Regulation No. 55/POJK.04/2015 on the Establishment and Implementation Guidelines of the Audit Committee dated December 23, 2015 (“POJK No. 055/2015”).
- Provisions of the Company’s Articles of Association on the duties and authorities of the Board of Commissioners.
- Decree of the Board of Commissioners No. 002/Kep-Kom/XI/2016 On Appointment of Audit Committee dated 21 November 2016.
- Decree of the Board of Commissioners No. 001/Kep-Kom/XII/2017 on the Ratification of the Charter of the Audit Committee dated 22 December 2017.
Structure of the Audit Committee
In accordance with the Audit Committee Charter, the Audit Committee shall consist of 3 (three) members who are from independent commissioners and independent parties from outside the Company.
The members of the Audit Committee as of 21 November 2016 are as follows:
Chairman : Drs. Winarno Zain
Member : DR Wirawan B Ilyas SE Ak, MSi, MH, CPA
Member : Sri Hartono SE, Ak, MM
Audit Comitee Profile
|Drs. Winarno Zain – (Chairman of the Audit Committee)|
|In addition to serving as Chairman of the Audit Committee, he also serves as an Independent Commissioner of the Company. His profile can be seen in the “Board of Commissioners Profile”.|
|DR Wirawan B Ilyas SE Ak, MSi, MH, CPA (Member of Audit Committee)|
|Indonesian citizen, aged 61 years old, domiciled in South Tangerang. Serving as Member of Audit Committee of the Company from 2016 to present. He completed his economics education and earned Bachelor Degree in Economics from the Accounting Department in 1984 and Master Degree in Science in Tax Administration in 1998 from the University of Indonesia, and completed his Doctoral Program in Business Management in Accounting at Padjadjaran University in 2008, Legal Education at Extension Program of Law in the University of Indonesia in 1999 and completed his Master Degree Program in Business Law at the School of Law of Padjadjaran University. In 2009, he began his career as a Public Accountant practitioner, Tax Litigation and Legal Consultant and until now actively teaches at the Master Degree Program in Accounting at Atmajaya Catholic University and has written many books on Taxation, Accounting, and Business Law.|
|Sri Hartono SE, Ak, MM (Member of Audit Committee)|
|Indonesian citizen, aged 63 years old, domiciled in Jakarta. Serving as Member of Audit Committee of the Company from 2016 to the present. He earned his Accounting degree from the University of Indonesia in 1985 and obtained his Master of Management degree from the University of Indonesia in 2006. Joined the Radiant Group in 1997 and is holding several managerial positions including Deputy General Manager and General Manager at the Internal Audit Department. He began his career in finance as a Group Inspector for Commercial Loans in Bank Bukopin (1987-1989), Deputy Finance Manager at PT Saga Rejeki Interdunia (1989-1990), Head of Bank Audit Andromeda (1990-1992), Assistant of Managerial Audit (1992- 1995) and Audit Manager at Bank Finconesia (1996-1997).|
The appointment of members of the Audit Committee was pursuant to Decree of the Board of Commissioners No.002/Kep.Kom/XI/2016 dated November 21, 2016.
Duties and Responsibilities of the Audit Committee
The Audit Committee is a Committee established by the Board of Commissioners and reports to the Board of Commissioners, to assist in carrying out the duties and supervisory functions to the Board of Commissioners.
The Audit Committee has been established as a support to the Board of Commissioners and works independently, free from the intervention of management and other influences, and has the function of overseeing the Company in conducting its activities in compliance with applicable laws and regulations, adhering to ethical values and principles and the principle of transparency.
The Audit Committee acts independently in carrying out its duties and responsibilities, which include the following activities:
- Reviewing the financial information to be issued, including the review of important financial information issues to be announced by the Company to the public and/or authorities, among others, financial reports, projections and other reports related to the Company’s financial information, including to ensure that the financial information has been prepared in accordance with the company’s accounting standards and accounting policies in line with the Accounting Standards;
- Reviewing compliance with laws and regulations relating to the Company’s activities;
- Providing independent opinions in the event of any disagreement between the Management and the Accountants for the services they provide.
- Giving recommendations to the Board of Commissioners on the appointment of Accountants based on independence, scope of assignment, and fees;
- Reviewing the quality of work and independence of the External Auditors;
- Reviewing GCG risk management and GCG implementation activities conducted by the Board of Directors and ensuring that the company’s risks are well managed, the company’s internal control system is adequate and run effectively to reduce corporate risks, including safeguarding and controlling of information technology and corporate communication.
- Reviewing complaints by the stakeholders against the Company, including those pertaining to the Company’s accounting and reporting process, and other matters deemed important by the Board of Commissioners;
- Reviewing and advising the Board of Commissioners regarding any potential conflict of interest of the Company;
- Supervising the execution by the internal auditors, and conduct periodic assessment of the quality of the internal auditors’ audits to ensure that inspections are conducted in accordance with applicable audit standards.
- Monitoring the follow-up of Internal Audit recommendations on audit findings to the management.
- Giving opinions to the Board of Commissioners on reports or matters submitted by the Board of Directors to the Board of Commissioners.
- Identify and address strategic issues that require the attention of the Board of Commissioners, including the risks faced by the company in relation to the policies adopted.
- Reviewing the Internal Audit Charter and the annual Internal Audit plan.
- Performing periodic reviews of the adequacy of the Audit Committee Charter and propose amendments to the Board of Commissioners for approval.
- Ensuring smooth and open communication among the internal audit, external auditors, and Board of Commissioners.
- Keeping confidentiality of Company’s documents, data and information; and
- Carrying out other duties in accordance with its roles and responsibilities in accordance with its functions as stipulated by the Board of Commissioners pursuant to the prevailing laws and regulations.
Members of the Audit Committee are appointed and dismissed by the Board of Commissioners and therefore the Audit Committee shall report directly to the Board of Commissioners.
Charter of the Audit Committee
The organization, membership, responsibilities, authority and reporting of the Audit Committee are outlined in the Audit Committee Charter which has been ratified by virtue of Decree of the Board of Commissioners No: 001/Kep-Kom/XII/2017 on the Ratification of the Charter of the Audit Committee dated December 22, 2017.
Statement of Independence of Audit Committee Members
All members of the Audit Committee are independent parties, namely they have no business, financial, management, share ownership and/or familial relationships with members of the Board of Commissioners.
The Board of Directors and/or the controlling shareholders of the Company who may affect the independence of the duties and its responsibilities as specified in POJK No. 055/2015.
POJK No. 055/2015 on the Formation and Implementation Guidelines of the Audit Committee
Article 13 states that the Audit Committee shall hold its Meetings periodically at least once in 3 (three) months.
Audit Committee Meetings in 2017
The Audit Committee has convened 4 (four) meetings in 2017, with an average attendance rate of 100%.
Training of the Audit Committee
During the fiscal year 2017, the Audit Committee attended training in order to improve the competence of its Audit Committee members especially related to the improving the comprehension of OJK regulations related to Good Corporate Governance (GCG).