COMMITEES

The Board of Commissioners has established four committees to assist in its supervisory function. These are the Audit Committee, the Corporate Risk Management Committee, the Nomination and Remuneration Committee and the Corporate Social Responsibility and Sustainability Committee. Each committee operates independently, in accordance with Company policy.

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 and none have any affiliate relationships with any other commissioners, directors or shareholders of the Company; 

• 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 issues requiring the attention of the Commissioners and carrying out other tasks related to the duties of the Board of Commissioners, including the following:
   1. Ensure that there is a satisfactory procedure for the review of information submitted/issued by the Company to the Public, Shareholders, and/or Authorities, including 3 (three) monthly financial reports, projections, and other reports related to the Company's financial information.     
   2. Assess the planning, implementation, and results of audits carried out by internal auditors and external auditors to ensure that the auditors’ performance of audit procedures and audit reporting are following applicable auditing standards.     
   3. Reviewing compliance with laws and regulations relating to the Company's activities.     
   4. Provide an independent opinion in the event of a difference of opinion between the management and the external auditor on the services provided by the external auditor.     
   5. Providing recommendations to the Board of Commissioners regarding the appointment, termination and/or replacement of an external auditor based on independence, the scope of the assignment, and remuneration for services.     
   6. Reviewing complaints related to the Company's accounting and financial reporting processes.      
   7. Reviewing and providing advice to the Board of Commissioners regarding potential conflicts of interest with the Company.
   8. Reviewing and providing advice to the Board of Commissioners regarding the affiliation transaction (RPT) and/or conflict on interest transaction that will be carried out by the Company.
   9. Provide recommendations on strengthening the Company's internal control system and its implementation.     
   10. Carry out other duties assigned by the Board of Commissioners provided that it is within the Commissioner’s scope of responsibilities and obligations.       
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 perpetuity. 

The Role of the Audit Committee Concerning External Auditors are:

1. Nominate and recommend appointments, termination and/or replacement of the external auditor to the Board of Commissioners.
2. Monitor the process of appointing external auditors.     
3. Evaluating the potential risks of using the services of the same external auditor for a maximum period of 3 (three) consecutive financial years.      
4. Provide recommendations and considerations on the reappointment of the use of the services of the same external auditor after 2 (two) financial reporting years of not using the services of said external auditor.     
5. Review and recommend a reasonable fees for external auditor services to the Board of Commissioners.     
6. With IAU and the Director of Finance, discuss the audit’s objectives and scope with the external auditor before the audit.       
7. Conduct periodic reviews of the progress of the external auditor's work.
8. If necessary, the Audit Committee may discuss the external auditor's audit results with management, external auditors, and IAU.
9. Monitor the external auditor’s performance to ensure that the external auditor complies with applicable professional standards and maintains the external auditor’s independence.     
10. Provide an independent opinion in the event of disagreement between the management and accountant for 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 seven meetings in 2023, all in conjunction with the Internal Audit, including three other meetings 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 supports the Board of Commissioners in evaluating the Group’s risk management system, including the internal control system and assessing the Company’s risk tolerance. It also provides advice to 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 eleven meetings in 2023.

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 pre-approved agenda for each meeting. The Committee held four meetings in 2023.

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 and policy. 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 2023. 

PT Austindo Nusantara Jaya Tbk Committee Audit Charter