A. Audit Committee
The Audit Committee supports the Board of Commissioners by reviewing the quality and integrity of the Company’s financial disclosures, providing oversight over the effectiveness of the internal control and risk management systems, and ensuring that the internal core values are upheld. The legal basis for the Committee is OJK Regulation No. 55/POJK.04/2015 dated December 23, 2015 concerning the Establishment and Working Guidelines of Audit Committees. All Audit Committee members are independent professionals and led by an Independent Commissioner with a strong financial knowledge background. The current structure, composition, and basis of appointment of the Audit Committee are stated in table below:
Independence of the Audit Committee
The Chairman and the members of the Audit Committee are independence to the Company. Assurance of the Audit Committee’s independence is provided by the following:
Duties and Responsibilities of the Audit Committee
As specified in the Audit Committee Charter, the Audit Committee’s duties and responsibilities are as follows:
1. The Audit Committee is tasked with providing opinions to the Board of Commissioners on reports or matters submitted by the Board of Directors, identifying issues requiring the attention of the Commissioners and carrying out other tasks related to the duties of the Board of Commissioners, including the following:
2. The Audit Committee receives and reviews the internal auditor's annual work plan and the realization made by the Internal Audit Unit (IAU) and provides input to the Board of Commissioners.
3. The Audit Committee conducts a 3 (three) monthly review on the implementation of the audit by the internal auditors and supervises the implementation of follow-up actions by the Board of Directors on the findings of the internal auditors.
4. The Audit Committee is obliged to maintain the confidentiality of documents, data, and information regarding the Company forever.
The Role of the Audit Committee Concerning External Auditors are:
Audit Committee Meetings
In compliance with OJK Regulation No.55/POJK.04/2015 on the Establishment and Working Guidelines for Audit Committees and the provisions of the Audit Committee Charter, the Audit Committee meets at least four times a year. The Audit Committee held four meetings in 2021, all in conjunction with the Internal Audit, including two meetings together with the external auditor on the result and reports.
B. Risk Management Committee
The Risk Management Committee (RMC) was established in 2013 by a Resolution of the Board of Commissioners. The current structure, composition and basis of appointment of the RMC are stated in table below:
Duties and Responsibilities of the Risk Management Committee
The Risk Management Committee assists the Board of Commissioners in evaluating the Group’s risk management system, including the internal control system and assessing the Company’s risk tolerance. In addition, it advises the Board of Directors on current and potential risk management and compliance issues. The Committee’s roles and responsibilities are specified in the Risk Management Committee Charter. 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.
Risk Management Committee Meetings
According to the RMC Charter, the Committee must meet at least six times a year, either in person or by teleconference, with a pre-approved agenda for each meeting. The RMC held twelve meetings in 2021.
C. Nomination and Remuneration Committee
The Nomination and Remuneration Committee (NRC) supports the efficient succession and renewal of the Board of Directors and Board of Commissioners, and reviews and makes recommendations on the remuneration for the senior management of ANJ and its subsidiaries.
The current structure and composition of the NRC was established in 2013 under the name of the Compensation and Benefit Committee. The current structure, composition and basis of appointment of the NRC are stated in table below:
Duties and Responsibilities of the Nomination and Remuneration Committee
As specified in the Nomination and Remuneration Committee Charter, the duties and responsibilities of the Nomination and Remuneration Committee are as follows:
Nomination function:
Remuneration function:
Nomination and Remuneration Committee Meetings
As specified by its Charter, the Nomination and Remuneration Committee meets at least once every four months. Meetings may be held in person or by teleconference, and there is a pre-approved agenda for each meeting. The Committee held four meetings in 2021.
D. Corporate Social Responsibility and Sustainability Committee
The Corporate Social Responsibility and Sustainability Committee was originally established as the Corporate Social Responsibility Committee in 2013. The current structure, composition and basis of appointment of the Corporate Social Responsibility and Sustainability Committee (CSRS) are stated in table below:
Duties and Responsibilities of the Corporate Social Responsibility and Sustainability Committee
The CSRS Committee supports the oversight function of the Board of Commissioners by monitoring the development and implementation of the group's Corporate Social Responsibility and Sustainability Plans. The Committee also advises the Board of Directors on these matters.
Corporate Social Responsibility and Sustainability Committee Meetings
According to the CSRS Committee Charter, the Committee should hold at least two meetings every year, either in person or by teleconference, with a pre-approved agenda for each meeting. The committee held four meetings in 2021.