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.160-2018, dated July 6, 2018, the Company’s Board of Commissioners declared that the roster of the Company’s Audit Committee is as follows:

 

Chairman: Hadi Cahyadi

Members:

grey dot   Lim Kwang Tak

grey dot   Liu Raymond

 

Within the Board of Commissioners’ Decision Letter No. CSS.160-2018, dated July 6, 2018, 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 AGM for fiscal year 2019, to be held in 2020.

 

PROFILE OF THE AUDIT COMMITTEE

 

Hadi - BOC

Hadi Cahyadi

Chairman

 

He serves as Independent Commissioner of the Company by virtue of the decision of the Annual General Meeting of Shareholders for fiscal year 2017, as stated in the Deed of Statement of the Decision of the Annual General Meeting of Shareholders No. 73 dated 28 May 2018, made before Tangerang-based Notary Sriwi Bawana Nawaksari, S.H., M.Kn.

 

He is a founder and Managing Partner of Helios Capital, the most active & reputable Indonesian boutique firm that focuses on M&A Advisory. The M&A projects consist of local and cross-border divestment and acquisition of plantations, consumer products, F&B, commodities, property, tourism and infrastructure. He recently represented several major cross-border M&A deals in Indonesia, including those for tourism, consumers, properties and plantations.

 

His extensive professional experience in international public accounting firms includes trainings in Melbourne with KPMG-Corporate Recovery, Arthur Andersen Jakarta, KPMG Jakarta, Ernst & Young Jakarta, Deloitte Jakarta & PB Taxand Jakarta. Currently, he also serves as Independent Commissioner of PT Lippo Cikarang Tbk and PT Indonesian Paradise Property Tbk.

 

An Indonesian citizen, he is 52 years old as of 31 December 2018. He holds a Masters’ degree in Business Administration (MBA) from University of Houston – Clear Lake, USA and a Masters’ degree in Corporate Law (MCL) from Royal Melbourne Institute of Technology (RMIT), Australia. His Bachelor degree in Accounting was obtained from Tarumanagara University, Indonesia.

KA - Lie

Lim Kwang Tak

Member

 

The Company’s Audit Committee first appointed Lim Kwang Tak member in 2014. He started his career as Management Consultant at Touche Ross Darmawan & Co. in 1981 and then continued this post at Data Impact and Business Advisory in 1983. He has since made many noteworthy contributions either as Director and/or Commissioner for the following companies: PT Trimex Sarana Trisula (1991-1999), PT Southern Cross Textile Industry (1991-2012), PT Chitose Indonesia Manufacturing (1992-2001), PT Trisenta Interior Manufacturing (1992-2006), PT Nusantara Cemerlang (1997-2005), PT Trisula Corporation Pte. Ltd (2000- 2012), PT Trisula Textile Industries (wherein he has been serving as Commissioner since 2005), PT Trisula Garment Manufacturing (2008-2016) and PT Trisco Apparel Manufacturing (2015-2016). He also served as President Director for PT Trisula Insan Tiara (2011-2013) and PT Trimas Sarana Garment Industry. He also holds a Commissioner post for that company (since 2010), along with two other companies, namely: PT Mido Indonesia (since 2010) and PT Trisula International Tbk (since 2011). He has been a Senior Partner for PT Bina Analisindo Semesta since 1985, member of the Audit Committee of PT Siloam International Hospitals Tbk since 2013, Senior Advisor at PT Paramount Enterprises since 2013 and member of the Supervisory Board of Cikini-PGI Hospital Foundation since May 2016.

 

A 61-year old Indonesian citizen, he earned a Bachelor’s degree in Accounting from the Faculty of Economics, University of Indonesia in 1980.

liu raymond photo edit

Liu Raymond

Member

 

Liu Raymond served as President of Universitas Pelita Harapan (UPH) for 4 years. He is currently CEO at Agro Investama Group (Palm Plantation). His extensive knowledge of the pulp industry rests on over 20 years experience with Sinarmas and International Paper where he focused on corporate management and headed international mergers & acquisition projects, research and development in pulp making R&D, pulp purchasing, corporate logistics and pulp sales. His additional four years of research experience on pulp making came from the International Paper Corporate Research Center in New York, and further six years in pulp mill management as Chief Executive of 9 pulp mills across USA, Canada and France.

 

A 60-year old Indonesian citizen, Liu Raymond holds a Bachelor’s Degree in Chemical Engineering from the National Taiwan University (1982), Master’s Degree in Chemical Engineering from West Virginia Institute of Techonology, USA (1987) and Ph.D in Chemical Engineering from North Carolina State University, Raleigh, USA (1992).

 

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.

 

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