speaker

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.

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:

  • The Chairman is one of the Company’s Independent Commissioners;
  • The two other members are professionals from external sources with no connection to the Company;
  • Each member of the Committee is required to carry out their duties and responsibilities independently, objectively and professionally;
  • None of the current Audit Committee members own any shares in the Company;
  • None of the current Audit Committee members have any affiliate relationships with any other commissioners, directors or shareholders of the Company;
  • Shall not be an insider in a Public Accounting firm, legal firm, public appraiser office, or other parties that have provided insurance and non-insurance, appraisal, or other consulting services to the Company within the last 6 months;
  • Have no authority or responsibility to plan, lead, control, or supervise the activities of the company, except for Independent Commissioners, within the last 6 months;
  • Have no direct or indirect business relationship that is related to the company’s business activities;
  • The Audit Committee reports directly to the Board of Commissioners and is independent of the Company’s management.

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 matters that require the Commissioners’ attention and carrying out other duties related to the duties of the Board of Commissioners, including the following:

(a) Ensuring that there are satisfactory review procedures in place for the information submitted/ issued by the Company to the public, shareholders and/or authorities, including the quarterly financial statements, projections and other reports related to the Company’s financial information.

(b) Assessing the planning, implementation and results of audits conducted by the internal and external auditors to ensure that the audit procedures and reporting are done in accordance with the applicable audit standards.

(c) Reviewing compliance with the laws and regulations related to the Company’s activities.

(d) Providing independent opinion in the event of disagreements between management and the external auditor in relation to the services provided by the external auditor.

(e) Providing recommendations to the Board of Commissioners on the appointment of an external auditor, based on their independence, the scope of the assignment and service fees.

(f) Reviewing complaints relating to the Company’s accounting and financial reporting processes.

(g) Reviewing and providing advice to the Board of Commissioners regarding potential interests of the Company.

(h) Providing recommendations on the strengthening the Company’s internal control system and its implementation.

(i) Carrying out other duties given by the Board of Commissioners insofar as they are within the scope of duties and obligations of the Board of  Commissioners.

2. The Audit Committee receives and reviews the annual work plans of the Internal Audit Unit and their realization and provides input to the Board of Commissioners.

3. The Audit Committee conducts a quarterly review of the implementation of the internal audits and supervises the implementation of follow-up actions by the Board of Directors on the findings of the internal auditors.

4. The Audit Committee reviews and reviews the Risk Management Committee’s periodic reports on items that are risks for the Company and the follow-up actions taken to mitigate said risks.

5. The Audit Committee must maintain the confidentiality of documents, data and information regarding the Company forever.

The Role of the Audit Committee Concerning External Auditors are:

(a) Nominating and recommending the appointment and termination of the external auditor to the Board of Commissioners.

(b) Monitor the external auditor appointment process.

(c) Evaluating the potential risk of using the same external auditor's services for a period of 3 (three) consecutive financial years.

(d) Provide recommendations and considerations for the re-appointment of the use of the same external auditor's services after a period of 2 (two) financial years when the reporting period does not use the same external auditor's services.

(e) Review and recommend a reasonable fee for external auditor services to the Board of Commissioners.

(f) Together with UAI and the Director of Finance, discussing the objectives, objectives, and scope of the audit with the external auditor before the audit.

(g) Conduct periodic reviews of the progress of the external auditors' work.

(h) If necessary, the Audit Committee may discuss the results of the external auditor's audit with management, external auditors, and UAI.

(i) Monitor the performance of the external auditors to ensure external auditors' compliance with applicable professional standards and ensure that the independence of the external auditors is maintained.

(j) Provide independent opinion in the event of disagreements between management and accountants for the services rendered.

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 2020, 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

The Risk Management Committee Charter states that 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 Risk Management Committee held 7 meetings in 2019.

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:

  • Provide recommendations to the Board of Commissioners relating to:
  1. the composition of the Board of Directors and the Board of Commissioners;
  2. policy and criteria for nominations to both boards; and
  3. policy on the performance review for both boards.
  • Assist the Board of Commissioners in conducting performance evaluations of the Board of Directors and Board of Commissioners based on approved benchmarking.
  • Provide recommendations to the Board of Commissioners relating to the capacity development of the Board of Directors and the Board of Commissioners.
  • Propose qualified candidates for the Board of Director and Board of Commissioners.
  • Review and update the succession plan of the Board of Directors and Board of Commissioners.

Remuneration function:

  • Provide recommendations to the Board of Commissioners relating to the policy, structure and amount of remuneration for the Board of Directors and the Board of Commissioners.
  • Assist the Board of Commissioners in evaluating performance against remuneration for each member of the Board of Directors and Board of Commissioners.

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 preapproved agenda for each meeting. The Committee held four meetings in 2020.

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. The Committee’s roles and responsibilities are defined in the CSRS Committee Charter.

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 2020.


PT Austindo Nusantara Jaya Tbk Committee Audit Charter