Audit Committee

Job Guidelines

The Audit Committee is a committee formed by the Board of Commissioners to assist the Board of Commissioners to oversee the implementation of the principles of good corporate governance. The Audit Committee reports to the Board of Commissioners and has responsibility to provide objective and professional guidance and input to the Board of Commissioners. 

As of 31 December 2017, the composition of the Audit Committee consists of 1 (one) chairman and 2 (two) members. The Audit Committee is appointed and dismissed by the Company’ Board of Commissioners based on the decision letter of the Board of Commissioners. The composition of the Company’s Audit Committee is as follows:

Chairman : Michael Karnady
Member : Drs. Herbudianto, Ak.
Member : Toni Setioko


Michael Karnady

Indonesian citizen, 45 years old, has Bachelor’ degree in Industrial Engineering from California State University, Fresno, USA. Serves as Chairman of Audit Committee for term of office until 2022 based on Board of Commissioners’ Decree. He currently also serves as Company’s Independent Commissioner (2015-present), Chairman of the Company's Nomination and Remuneration Committee (2015-present), President Director of PT Mata Air Boga Lestari (2001-present), Director of PT Berkat Gas Mitra Selaras (2008-present ) and Managing Director of PT Penta Cipta Selaras (2008-present).

Drs. Herbudianto

Indonesian citizen, 62 years old, has Bachelor’s degree in Economics from Gajah Mada University, Yogyakarta. He has served as Audit Committee member for term of office until 2022. Previously, he has served as Head of the Assessment Division of Non-Financial Services Companies, Service Sector Financial Assessment Bureau (1991-2012). Currently he serves as Audit Committee member at PT Soechi Lines Tbk (2014-present), PT Wismilak Intimakmur Tbk (2013-present) and PT Mega Manunggal Property Tbk (2015-present), Independent Commissioner at PT Bekasi Fajar Industrial Estate Tbk (2015- present), PT Lippo Securities Tbk (2013-present) and PT Sarana Meditama Metropolitan Tbk (2012-present) and as Associate Partner of PT Eagle Capital (2013-present).

Toni Setioko

Indonesian citizen, 53 years old, has experience in auditing, accounting, finance, capital markets and taxation. Serves as Audit Committee member for term of office until 2022. He began his career at PT Inti Salim Corpora, then as an auditor at Prasetio, Utomo & Co. (Arthur Andersen) (1990 - 1996) and at PT Vickers Ballas Indonesia (1996 - 2000). He currently serves as Principal Adviser and Owner of PT Fides Pro Consulting, Audit Committee member at PT Pan Brothers Tbk and PT Citra Mineral Investindo and Independent Commissioner at PT Panorama Sentrawisata Tbk.

All members of the Audit Committee are independent parties, selected based on their capability and competency. The Audit Committee performs its duties and responsibilities professionally and independently. The chairman and members of the Audit Committee are not affiliated with the public accounting firm auditing the financial statements of the Company, and have met the requirements set forth in the Financial Services Authority Regulation.



Nomination and Remuneration Committee

Nomination and Remuneration Committee is a committee formed by Board of Commissioners to assist Board of Commissioners in carrying out the functions of nomination and remuneration of Boards of Directors and Commissioners. Nomination and Remuneration Committee’ members are appointed and dismissed by Board of Commissioners.


Nomination and Remuneration Committee Composition

Nomination and Remuneration Committee consists of 1 chairman and 2 members. Formation and composition of Nomination and Remuneration Committee is in accordance with POJK No. 34/POJK.04/2014 regarding Establishment of Nomination and Remuneration Committee of Publicly Listed Company.


Nomination and Remuneration Profiles

Michael Karnady
Chairman

Indonesian citizen, 45 years old, has Bachelor’ degree in Industrial Engineering from California State University, Fresno, USA. Serves as Chairman of Nomination and Remuneration Committee for term of office until 2022 based on Board of Commissioners’ Decree. He currently also serves as Company’s Independent Commissioner (2015-present), Chairman of the Company’s Audit Committee (2015-present), President Director of PT Mata Air Boga Lestari (2001-present), Director of PT Berkat Gas Mitra Selaras (2008-present ) and Managing Director of PT Penta Cipta Selaras (2008-present).


Kentjana Widjaja
Member

Indonesian citizen, 71 years old, has Bachelor degree in Mechanical Engineering from Trisakti University. He serves as member of Nomination and Remuneration Committee for a term of office until 2022 based on the Decree of the Company’s Board of Commissioners. He is also the Company’ President Commissioner, Commissioner at PT Ogasaka and PT Deverindo Indograha Raya, President Director at PT Intidana Wijaya, President Commissioner at PT Wijaya Sumber Sejahtera, PT Nutirta Nusa Lestari and PT Bumimandiri Wijaya.


Sri Hartati
Member

Indonesian citizen, 50 years old, has Bachelor degree in Economics from University of Persada Indonesia “YAI”. She joined the Company’s accounting division in 1998, Loss Prevention & Internal Audit Manager (2010-2017), Employee Compensate & Benefit Manager (2018-current).


Nomination and Remuneration Committee’ Term

Nomination and Remuneration Committee’ term of office may not exceed Board of Commissioners’ term of office and can be re-elected as stated in POJK No. 34/POJK.04/2014 regarding Establishment of Nomination and Remuneration Committee of Publicly Listed Company.

The term of office of the Company’ Nomination and Remuneration Committee is from date of appointment until the closing of Annual GMS in 2022.


Nomination and Remuneration Committee’ Duties and Responsibilities

Nomination and Remuneration Committee carries out duties and responsibilities related to nomination and remuneration policies.

Nomination and Remuneration Committee has the following duties and responsibilities:

  1. Providing recommendations to Board of Commissioners regarding the composition, criteria and candidates for Board of Directors’ members and/or Board of Commissioners’ members.
  2. Assisting Board of Commissioners in evaluating the performance of Boards of Directors and Commissioners in order to provide recommendations to Board of Commissioners regarding the policies and total remuneration for members of Boards of Directors and Commissioners.
  3. Providing recommendations to Board of Commissioners regarding the structure, policies and total remuneration for Boards of Commissioners and Directors.
  4. Providing recommendations to Board of Commissioners regarding competency development programs for Boards of Directors and Commissioners.
Nomination and Remuneration Committee Independence

Nomination and Remuneration Committee’ members are professionals selected in accordance with Financial Service Authority Regulation. Nomination and Remuneration Committee Chairman is Michael Karnady, who also serves as Independent Commissioner. Michael Karnady has no affiliated relationship with Boards of Commissioners and Directors and Controlling Shareholders of the Company. He can act independently in carrying out his duties and responsibilities.


Nomination and Remuneration Committee’ Charter

Nomination and Remuneration Committee refers to Nomination and Remuneration Committee Charter as work guidelines to do duties, functions and work procedures.

The Nomination and Remuneration Committee Charter is regularly reviewed to adjust provisions to the updated requirements. Following is the structure of Nomination and Remuneration Committee Charter:

  1. Introduction.
  2. Nomination and Remuneration Committee members.
  3. Nomination and Remuneration Committee’ Duties and Authorities.
  4. Code of Ethics.
  5. Nomination and Remuneration Committee Meetings
  6. Closing. 

Internal Audit Unit

The Internal Audit Unit is a work unit in the Company that carries out the internal audit function. The Internal Audit Unit was formed with the aim of assisting Board of Directors and management in managing the Company to achieve its objectives, by setting up a systematic and regular approach to monitoring and examining the effectiveness of risk management and the process of implementing corporate governance. The Internal Audit Unit has the main function to ensure that the Company has carried out the management process and business activities in accordance with the applicable laws and regulations and supports the interests and objectives of the Company.

The Internal Audit Unit assists the Company by implementing systematic approaches and procedures in carrying out the task of monitoring and improving the effectiveness of risk management and good corporate governance. The Internal Audit Unit conducts its activities independently and objectively in evaluating the effectiveness of risk control in the Company's business activities and then provides input and recommendations for increasing the effectiveness of risk control.


Internal Audit Charter

The Company has Internal Audit Charter set by Board of Directors as a work guideline for the Company’s Internal Audit Unit. The Internal Audit Charter is regularly reviewed and updated to ensure the Charter is in line with the Company’s business. Following is the structure of the Internal Audit Charter:

  1. Introduction.
  2. Internal Audit Unit Members.
  3. Internal Audit Unit’ Duties and Authorities.
  4. Code of Ethics.
  5. Internal Audit Unit Meetings
  6. Closing.
Internal Audit Unit’ Duties and Responsibilities

As stated in Internal Audit Charter, Internal Audit Unit has the following duties and responsibilities:

  1. Planning and conducting audit.
  2. Evaluating the implementation of internal controls and risk management systems.
  3. Reviewing the efficiency programs.
  4. Providing suggestions for improvements and objective information.
  5. Preparing report on the results of the audit and submitting to President Director.
  6. Monitoring, analyzing and reporting on the implementation of suggested improvements.
  7. Conducting special audit if necessary.

Internal Audit Unit has the following authorities:

  1. Obtaining all information.
  2. Communicating directly with Board of Directors and management.
  3. Holding regular meetings.
  4. Coordinating with external auditor.
Internal Audit Unit Composition

The Company’ Internal Audit Unit is led by 1 Internal Audit Manager who was appointed, dismissed and responsible to President Director. Internal Audit Manager has 2 supervisors and 9 staffs.


Internal Audit Manager Profile

Jalex Paparang

Internal Audit Manager

The Company’s Internal Audit Manager is Jalex Paparang. He holds Bachelor degree in Economics from University of Atmajaya, Makasar. He joined the Company in operational division in 2007 and in 2018 he is appointed by Board of Directors as Internal Audit Manager. Previously he worked at PT Matahari Putra Prima Tbk with his last position as operational manager.

 


Internal Auditor’ Requirements

Auditors in Internal Audit Unit must meet the following requirements:

  • Has integrity, professional behavior, independent, honest and objective in carrying out their duties.
  • Has knowledge and experience in auditing and other relevant knowledge.
  • Has knowledge in capital markets regulations and other related laws and regulations.
  • Able to interact and communicate both verbally and in writing.
  • Has professional standards as auditor and are willing to comply with the Internal Audit code of ethics.
  • Maintain the confidentiality of Company’ information and/or data.
  • Understand the good corporate governance and risk management principles.
  • Willing to improve the capability, expertise and knowledge.
Internal Audit Unit Competency Development

The Company regularly ensures Internal Audit Unit members participate in development programs, such as seminars, training or workshops organized by banking institutions, Public Accounting Firm and the Indonesian Accountants Association.


Internal Audit Unit Report

The audit activities conducted in 2018 are referred to the annual audit activity plan approved by the Company’ President Director. The activities covered auditing of process, risk, compliance with policies, laws and regulations.

All results of the audit activities done by the Internal Audit Unit are set forth in the audit report, containing the findings and recommendations for improvement to be followed up to achieve the Company’ objectives.

In 2018, the activities done by Internal Audit Unit are as follows:

  1. Conducting audit of the process of business activities in the operational and financial division.
  2. Supervising the implementation of internal controls in all stores to ensure the compliance with applicable laws and regulations.
  3. Providing inputs to standard operational processes and procedures in all divisions at head office and stores.
  4. Assessing manpower productivity in order to evaluate the effectiveness of employee performance.
  5. Following up on findings of irregularities in the Company’s standard operating procedures.