Audit Committee assesses the consolidated financial statements on a quarterly as well as yearly basis to assure the Board of Commissioners that the company consolidated financial statement are prepared in accordance with Indonesia Statements of Financial Accounting Standards and that all information are both complete and accurate prior to the report’s publication. This assessment also helps to identify and provide solutions on potential issues with the Board of Directors prior to their publications.
Based on recommendations made by Audit Committee, the Board of Commissioners approves on the consolidated financial statement publication. Audit Committee also assesses Public Accountant performance on the audited consolidated financial statements for the previous year.
Legal Basis for Establishment The establishment of the Company’s Audit Committee has complied with BAPEPAM-LK No.IX.I.5. The regulation requires listed companies to have an Audit Committee in line with the spirit of Good Corporate Governance.
The presence of Audit Committee is to enhance the implementation of GCG practices within the Company’s
operations and expansions. The Committee chaired by Independent Commissioner and consisted of two independent professional members with appropriate qualifications and extensive financial experience.
Structure and Membership
The Audit Committee consist of 1 (one) chairman and 2 (two) members. The Audit Committee members are as follows:
Chairman : Richtter Pane
Member : Sukanda Wiradinata
Member : Frengky Susanto
Duties and Responsibilities
The main tasks and responsibilities of Audit Committee include the following:
• To review the financial statements and other financial information prepared for shareholders, the public, and the
capital market authorities.
• To review compliance towards prevailing rules and regulations.
• To review and monitor the company’s internal control system.
• To review Company’s annual report.
• To review the process and audited results made by independent auditor.
Meeting Frequency and Attendance
As stipulated in the charter, the Audit Committee shall meet at least 4 times a year. Meetings can only be held when attended by at least 50% of total members, including an Independent Commissioner and Independent Parties. In 2013, the Audit Committee conducted 4 meetings with few of agenda items discussed in each meeting including discussion and ratification of minutes of meeting, matters arising and implementation of focus that require attention.
Audit Committee Report
Throughout the financial year ending 31 December 2013, the Audit Committee was notified repeatedly by the Management of the company that it was facing tougher challenges relative to the previous year. The management also informed that the Company was able to sail through the challenging times smoothly while consistently continued to implement and apply good corporate governance (GCG) principles.
In 2013, the Audit Committee had carried out the duties and responsibilities according to the prevailing laws and regulations as well as the Audit Committee Charter. Activities performed by the Committee included four meeting sessions in addition to internal discussions, and communication electronically as well as directly. The purpose of these activities were to help the Board of Commissioners in carrying out its duties and responsibilities to supervise steps taken by the Board of Directors in running the Company as well as to give advice within the Audit Committee
scope of work.
In specific terms, activities performed by the committee, among other things, were follows:
• Conducted discussions with the Board of Directors on the direction of government policies that affect the industry, activities undertaken by the Company, the Company’s performance in general, and outlines of the Company’s steps in response to that policy.
• Reviewed, discussed and advised the Board of Directors on matters relating to its accounting procedure and policy, quarterly financial statements and audited annual version, as well as held meeting sessions with the appointed public accountant hired to audit it on matters relating to the financial statements.
• Held discussion sessions with Internal Audit Department on matters relating to their works plans and programs, made suggestions to improve them including its execution as well as reviewed its progress regularly.
• Held discussion sessions with legal officer of the Company on matters relating to its latest developments and its
compliance on daily business operations with prevailing rules and regulations, activities taken as publicly listed
company, possible claims or lawsuits against the Company
from third parties including the risk associated.
Based on the above-mentioned activities, the Audit Committee finds that:
• The consolidated financial statement of the Company and its subsidiaries for the financial year of 2013 have been
prepared in compliance with the Indonesian Accounting Principal (PSAK) and fairly presented operational and financial performance of the Company and its subsidiaries.
• The Company has complied with the requirement of the Capital Market Authority (OJK) and Indonesia Stock
Exchange in the submission of its Financial reports.
• Company Management has taken necessary steps and actions in improving its financial and operational performances.
• Company Management has taken necessary steps and actions to comply with prevailing Indonesian laws and regulations relating to its business operations and its activities as a listed company.
• Assurance given by external auditor that the financial statements have been well prepared and fairly presented
in accordance with the Indonesian financial accounting standards is well received by the Audit Committee.
The Nomination and Remunerations Committee was formed to assist in supervising implementation of remuneration policies for the Board of Commissioners, the Board of Directors and executives of the Company as per its charter and the prevailing regulations.
Structure and Membership The Nomination and Remuneration Committee consist of 1 (one) chairman and 1 (one) member. The members of the Nomination and Remuneration Committee in 2013 are as follows:
Chairman : Richtter Pane
Member : Albert Oey
Duties and Responsibilities
The main duties and responsibilities of Nomination and Remuneration Committee are the followings:
• To review human resources policy set up by Board of Directors;
• To prepare nomination procedures and selection criteria for the Board of Commissioners, the Board of Directors and executive of the Company;
• To formulate a system assessment and provide recommendation in respect to the number of members for the Board of Commissioners and the Board of Directors, and their remuneration amount.
Assessment and Remuneration Procedure
The performance assessment process for the Board of Commissioners and Board of Directors is carried out through meetings held based on the written request of one or more members of the Board of Commissioners and Board of Directors or from one or more shareholders. Performance assessment for the Board of Commissioners is done through GMS, while performance assessment for the Board of Directors is performed by Board of Commissioners and GMS.
Performance assessment criteria for the Board of Commissioners are based on implementation of the Board of Commissioners’ duty in overseeing the management of the course of company policy, and advising the Board of Directors for the interests and objectives of the company.
Meanwhile, indicators to measure the performance of the Board of Directors include:
• The implementation of duties and responsibilities of each member of the Board of Directors in accordance with the Company’s Articles of Association.
• The implementation of 2013 annual GMS decisions for 2012 Financial Statement.
The remuneration procedure for Board of Commissioners and Board of Directors are as follows:
• The Board of Commissioners requests the Nomination and Remuneration Committee to launch a remuneration study for the members of the Board of Commissioners and the Board of Directors.
• The Nomination and Remuneration Committee launches remuneration study based on prevailing regulations as well as remuneration survey conducted on similar companies in terms of type and scale.
• The Committee then design a reasonable and competitive remuneration plan based on study and in compliance with the Company Articles of Association as well as the Company’s yearly performance.
• The Committee prepares the remuneration package proposal for the Board of Commissioners as well as remuneration package recommendations for the Board of Directors.
• The Annual GMS will approve or disapprove the remuneration proposal for the Board of Commissioners made by the Nomination and Remuneration Committee.
• Meanwhile, the Board of Commissioners will decide the remuneration package for the Board of Directors based on recommendations made by the Nomination and Remuneration Committee.
The remuneration implementations for the Board of Commissioners and the Board of Directors have been mentioned previously in each section of the Board of Commissioners and Board of Directors.
The Nomination and Remunerations Committee was formed to assist in supervising implementation of risk management policies and process.
Structure and Membership
The Risk Management Committee consist of 1 (one) chairman and 1 (one) member. The composition of the Risk Management Committee in 2013 is as follows:
Chairman : Santoso Winata
Member : Albert Oey
Duties and Responsibilities
The main duties and responsibilities of Risk Management
Committee are the followings:
• To conduct periodical assessments and provide
recommendations with respect to the type and coverage of
the company insurance; and
• To conduct periodical assessments with respect to nature of
risk faced by the Company and formulate their mitigation
factors.