Corporate governance

COMMITEES

In performing its duties, the Board of Commissioners may set up an Audit Committee; Risk Management Committee; Nomination and Remuneration Committee; Corporate Social Responsibility and Sustainability Committee.

Under ANJ policy, all committees are also independent in their operations.

Audit Committee

Based on decision  of the Board of Commissioners No. 03-A/BOC/ANJ/GEN/2018 dated 1 April 2018, the Audit Committee members are Mr. Darwin Cyril Noerhadi (Chairman), Ms. Muljawati Chitro, and Mr. Danrivanto Budhijanto.

The Audit Committee’s responsibilities are to assist the Board of Commissioners in improving the quality of financial statements, ensuring the effectiveness of the Company’s internal control system to minimize operational risks and fraud risk, overseeing the qualifications and independence of internal and external auditors and identifying matters for the attention of the Board of Commissioners, including the Company’s compliance with existing  laws and regulations and adherence to ANJ’s group values. 

The committee’s roles and responsibilities are detailed in the Audit Committee Charter.

Risk Management Committee

The committee was established by a Resolution of the Board of Commissioners in 2013. The current composition of the committee is based on Resolution of the Board of Commissioners No. 03-A/BOC/ANJ/GEN/2018, dated 1 April 2018. All members are commissioners; one member, Mr. Kristiadi, is an Independent Commissioner. He has no affiliation to any other commissioners, directors or major shareholders of the Company or its subsidiaries.

The Risk Management Committee’s role is to monitor, guide and advise the Board of Directors on the overall risk management of the Company and its subsidiaries.

The Risk Management Committee assists the Board of Commissioners in reviewing the risk management system, including the internal control system established by the Board of Directors, and evaluating the Company’s risk tolerance. Its responsibilities include advising the Board of Directors in identifying current and potential risk management and compliance issues.

Nomination and Remuneration Committee

The Nomination and Remuneration Committee comprises the  Company’s Commissioners. On 16 February 2015, independent commissioner Adrianto Machribie was appointed chairman of the committee. The current composition of the Nomination and Remuneration Committee is based on Decision of the Board of Commissioners No. 03-A/BOC/ANJ/GEN/2018, dated 1 April 2018.

The duties and responsibilities of the Nomination and Remuneration Committee include:

Regarding nominations:

  1. Providing recommendations to the Board of Commissioners relating to a) the composition of the Board of Directors and the Board of Commissioners; b) policy and criteria for nominations for both boards; and c) policy on the performance review for both boards.
  2. Assisting the Board of Commissioners in conducting performance evaluations of the Board of Directors and the Board of Commissioners based on approved benchmarking.
  3. Providing recommendations to the Board of Commissioners relating to the capability development program of the Board of Directors and the Board of Commissioners.
  4. Proposing candidates who qualify as members of the Board of Directors and the Board of Commissioners.
  5. Reviewing and promoting the succession plan of the Board of Directors and the Board of Commissioners.

On remuneration:

  1. Providing recommendations to the Board of Commissioners relating to the structure, policy and amount of remuneration for the Board of Directors and the Board of Commissioners.
  2. Assisting the Board of Commissioners in evaluating performance against remuneration for each member of the Board of Directors and Board of Commissioners.

Corporate Social Responsibility and Sustainability Committee

The composition of the committee is based on Decision of the Board of Commissioners No. 03-A/BOC/ANJ/GEN/2018, dated 1 April 2018.

The Corporate Social Responsibility and Sustainability Committee’s role is to monitor and to provide guidance and advice to the Board of Directors on the development and execution of the corporate social responsibility and sustainability plans of ANJ Group companies.


PT Austindo Nusantara Jaya Tbk Committee Audit Charter