Audit Committee

 

The Company’s Board of Commissioners established the Audit Committee pursuant to the Bapepam-LK Regulation No.IX.I.5, Appendix to the Head of Bapepam-LK’s Decision Letter No. Kep-643/BL/2012 dated December 7, 2012 concerning the Establishment and Guidance on the Implementation of the Duties of the Audit Committee, as updated by POJK No. 55/ POJK.04/2015 dated 23 December 2015 and enacted on December 29, 2015 (“POJK No. 55/2015”), and IDX Regulation No. I.A, Appendix to IDX Board of Directors’ Decision Letter No. Kep-00001/BEI/01-2014 dated January 20, 2014 and effective January 30, 2014 concerning the Listing of Stocks and Equity other than Stocks Issued by Public Listed Companies (“IDX Regulation No. I.A”).

 

The Audit Committee was established to assist the Board of Commissioners in their duties and functions to supervise the Company’s management. The Audit Committee is responsible for establishing adequate internal controls, improving quality of transparency and financial reporting as well as assessing the scope, accuracy, independence and objectivity of the external audit. In accordance with the Audit Committee Charter and as ratified by the Board of Commissioners, the Company’s Audit Committee comprises of 3 (three) members, with one member acting as the Chairman, who is also currently serving as the Company’s Independent Commissioner.

 

AUDIT COMMITTEE’S COMPOSITION

 

Based on Decision Letter No. CSS.071-2017, dated May 5, 2017, the Company’s Board of Commissioners declared that the roster of the Company’s Audit Committee is as follows:

 

Chairman: Jonathan L. Parapak

Members:

grey dot   Lie Kwang Tak

grey dot   Siswanto Pramono

 

Within the Board of Commissioners’ Decision Letter No. CSS.071-2017, dated May 5, 2017, a stipulation regulates that the tenure of the member of the Audit Committee be limited to 1 (one) period commencing from the date of appointment until the conclusion of the third AGM for fiscal year 2019, to be held in 2020.

 

PROFILE OF THE AUDIT COMMITTEE

 

BOC - Jonathan

Jonathan L. Parapak

Chairman

 

An Indonesian citizen, he is 74 years of age as per December 31, 2016. He holds an Engineering degree from the University of Tasmania, Australia, in 1966 and a Master of Engineering Science from the University of Tasmania, Australia in 1968. He also holds a number of honorary titles including The Honorary Doctor of Humanity from Ouachita Baptist University, USA; The Honorary Doctor of Engineering from the University of Tasmania, Australia; The Honorary Professorship in Education and Humanity from Corban College, USA; and The Adjunct Professorship in Engineering from the Queensland University of Technology, Australia.

 

He is currently serving as the Company’s Independent Commissioner since 2001, based on the Deed of Minutes of Annual General Meeting of Shareholders No. 95 dated May 30, 2001, notarised by Mrs Poerbaningsih Adi Warsito, S.H., a Notary in Jakarta, after serving as Commissioner in the previous year.

 

He has held several senior positions during his career. He was appointed as President Director of PT Indosat in 1980-1991 and then as President Commissioner of PT Indosat in 1991- 1998. He also served as Secretary General of the Ministry of Parpostel Tourism in 1991-1999. He built a career path in a variety of leading companies, among them as Independent Commissioner of PT Matahari Putra Prima Tbk (2009 – 2014), Independent Commissioner of PT Lippo Karawaci Tbk (2011 – 2014), Independent Commissioner of PT Multipolar Technology Tbk (2013 – 2014), Independent Commissioner of PT Matahari Department Store Tbk (2010 – present), Chairman of the Nomination & Remuneration Committee for the Company (2015 – present), Chairman of the Nomination & Remuneration Committee at PT Matahari Department Store Tbk (2015 – present), Chairman of the Company’s Audit Committee (2014 – present), Chairman of the Audit Committee PT Multifiling Mitra Indonesia Tbk (2014 – present), and Chairman of the Nomination & Remuneration Committee at PT Multifiling Mitra Indonesia Tbk (2015 – present). He is also an active member of the academic community and has been Rector of Pelita Harapan University since 2006.

KA - Lie

Lie Kwang Tak

Member

 

Indonesian citizen, he is 59 years of age as per December 31, 2016.

 

He earned a bachelor’s degree in accounting from the Faculty of Economy, University of Indonesia, in 1980.

 

He is currently serving as a member of the Company’s Audit Committee since 2014. He started his career as a Management Consultant for Touche Ross Darmawan & Co (1981-1982), Management Consultant for Data Impact and Business Advisory (1983-1985), Director of PT Trimex Sarana Trisula and attaining the final position of Commissioner (1991- 1999), Director of PT Southern Cross Textile Industry and attaining the final position of Commissioner (1991-2012), President Commissioner of PT Chitose Indonesia Manufacturing (1992-2001), Director of PT Trisenta Interior Manufacturing and attaining the final position of President Commissioner (1992- 2006), Commissioner of PT Nusantara Cemerlang (1997-2005), Director of PT Trisula Corporation Pte. Ltd. (2000-2012), Director of PT Trisula Textile Industries and attaining the current position of Commissioner (since 2005), Commissioner of PT Trisula Garment Manufacturing (2008-2016), Commissioner of PT Trisco Apparel Manufacturing (2015-2016), President Director of PT Trisula Insan Tiara (2011-2013), President Commissioner, President Director and currently as Commissioner of PT Trimas Sarana Garment Industry (since 2010). He also holds the title of Senior Partner at PT Bina Analisindo Semesta (since 1985), Commissioner of PT Mido Indonesia (since 2011), Commissioner of PT Trisula International Tbk (since 2011), Member of the Audit Committee of PT Multipolar Tbk (since 2014), members of the Audit Committee at PT Siloam International Hospitals Tbk (since 2013), Senior Advisor at PT Paramount Enterprises (since 2013), and Supervisory member of the Cikini Hospital Foundation-PGI since May 2016.

KA - Siswanto

Siswanto Pramono

Member

 

An Indonesian citizen, he is 60 years of age as per December 31, 2016. He earned a Bachelor of Science in Commerce, majoring in Economics from the University of Santo Tomas, Manila, Philippines, in 1983.

 

He has held several senior positions at various companies, including Managing Director at the Dai-Ichi Kangyo Bank, Japan (1990-1995) and as an Accountant at PT Lippo Pacific Finance Tbk (1984-1989). He was appointed a member of the Audit Committee in 2014.

 

INDEPENDENCY OF THE AUDIT  COMMITTEE

 

Company’s Audit Committee is chaired by an Independent Commissioner and 2 (two) additional members who come from outside the Company’s sphere of influence. In the carrying out of its duties and responsibilities, the Audit Committee operates  independently.

INDEPENDENCY

 

DUTIES AND RESPONSIBILITIES OF THE AUDIT COMMITTEE

 

Based on POJK No. 55/2015 and the Audit Committee Charter, the Audit Committee is tasked with the following duties and responsibilities:

grey dot  Audit the Company’s financial statements to be disclosed to the public and/or authorities,

    including financial statements, projections, and other reports relating to the Company’s financial information;

grey dot  Evaluate the Company’s level of compliance with laws and regulations pertaining to its business activities;

grey dot  Provide independent opinion in the event  of a dispute between management

    and the Accountant regarding services rendered;

grey dot  Provide recommendations to the Board of Directors on the appointment of the accountant,

    based on his/her independence, work scope, and compensation;

grey dot  Review the implementation of audit by internal auditors and supervise subsequent response

    by the Directors toward the findings of the internal auditor;

grey dot  Supervise the implementation of risk management activities carried out by the Board of Directors;

grey dot  Review complaints relating to the Company’s accounting and financial reporting processes;;

grey dot  Assess and advise the Board of Commissioners on potential conflicts of interest of the Company; and

grey dot  Safeguard the confidentiality of the Company’s documents, data and information.

 

POLICY REGARDING MEETING FREQUENCIES AND ATTENDANCE OF THE AUDIT COMMITTEE MEETINGS

 

The Audit Committee is mandated to hold at least 1 (one) meeting per 3 (three) months. An Audit Committee’s meeting may take place if attended by more than ½ (half) of the Audit Committee’s total number of members. Rulings and decisions are based upon deliberation and consensus. Every meeting must be recorded by way of Minutes of Meeting including if there is any dispute arising during the meeting. The Minutes of Meeting must be signed by all participating members of the Audit Committee who are present and submitted to the Board of Commissioners.

AUDIT COMMITTEE CHARTER