In order to improve the implementation of good corporate governance principles associated with roles and responsibilities of the Company’s Board of Commissioners and Board of Directors, Board of Commissioners and Board of Directors are required to set guidelines that bind each member of Board of Commissioners and Board of Directors. The improvement in good corporate governance’s implementation will bring positive impacts to the Company and increase investors’ confidence to the Company.

Audit Committee is a committee under the Board of Commissioners which was established to assist the Board of Commissioners in fulfilling their supervisory duties in terms of methodology and process of financial reporting, risk management, audit and compliance with prevailing laws and regulations. The Audit Committee will carry out its functions, duties and responsibilities according to OJK Regulation No.55/POJK.04/2015 dated December 29, 2015 concerning Establishment and Guidelines for the Implementation of Audit Committee Duty (POJK 55/2015).

AUDIT COMMITTEE CHARTER
The Audit Committee has a Charter or Guidelines that regulates structure, membership requirements, duties and responsibilities, authorities, meeting implementation, reporting, and the term of office of the Audit Committee. The Audit Committee Charter has been uploaded on the Company’s website and is reviewed periodically to comply with prevailing regulations.

The membership, composition, and independence of the Audit Committee members have complied with OJK regulations, namely POJK 55/2015 and the Audit Committee Charter. The Audit Committee Charter stipulates that the term of office of the Audit Committee is the same as the term of office of the Board of Commissioners. The composition of the Company’s Audit Committee currently consists of 1 (one) Chairman who is an Independent Commissioner and 2 (two) members who are not members of the Board of Commissioners and are Independent Parties with competence and qualifications in the financial field.

Based on the Decree of the Company’s Board of Commissioners Number CSS.050-2024 dated May 28, 2024, the composition of the Company’s Audit Committee for the term of office commencing on May 28, 2024 until the closing of the Annual General Meeting of Shareholders for Financial Year 2025 which will be held in 2026, is as follows:

• Chairman: Alexander S. Rusli
• Members:
  • Christine Tanujaya
  • Marlin

INDEPENDENCY OF THE AUDIT COMMITTEE
To ensure independence and professionalism in carrying out the duties and responsibilities of the Audit Committee, Independent Commissioner leads the Audit Committee with 2 (two) members from external party of the Company, one of whom is an expert in accounting and finance.

Members of the Audit Committee are not affiliated nor employed by the public accountants, consulting firms, or third parties who provided services to the Company within the last 6 (six) months. Members of the Audit Committee are not people who work or have the authority and responsibility to plan, lead, control or supervise the activities of the Company within the last 6 (six) months, except for Independent Commissioners. The Audit Committee members also do not have any direct or indirect shares ownership in the Company, and not having any family relationships or affiliations with the Board of Commissioners or Board of Directors members, shareholders or controlling parties that may affect their duty performance.

DUTY AND RESPONSIBILITY
As stipulated in the Audit Committee Charter, the Audit Committee has duties and responsibilities to supervise several activities, among others:

1. Provide oversight including financial, risk management and internal audit activities as well as compliance and legal in the Company.
2. Provide independent opinion regarding dissenting opinion between management and the Accountants for their services;
3. Review implementation of audit done by the Internal Auditor and supervise implementation of follow-up actions by the Board of Directors on the internal auditors’ findings;
4. Examine complaints related to the Company’s accounting and financial reporting processes; and
5. Review and provide advice to the Board of Commissioners regarding potential conflict of interest within the Company.

AUDIT COMMITTEE MEETING
The Audit Committee is required to arrange a meeting at least 1 (one) time in 3 (three) months. Audit Committee meetings are considered valid and binding if attended by more than ½ (half) of the number of Committee members. Decisions are taken based on deliberation and consensus. The Minutes of Meeting archives and records every discussion and decision, including any dissenting opinion. All of the attending Audit Committee members shall sign the Minutes of Meeting which are further submitted to the Board of Commissioners.

In the fiscal year 2023, the Audit Committee held 4 (four) regular meetings.

2023 DUTY AND RESPONSIBILITY IMPLEMENTATION REPORT

The Audit Committee has carried out duties and responsibilities in 2023, including:

1. Audited and reviewed the Company’s financial information published to public and/or authorities, including financial statements and other reports related to the Company’s financial information;
2. Evaluated and reviewed the Company’s activities and compliance with prevailing laws and regulations;
3. Provided independent opinion for any dissenting opinion between the management and the appointed accountant regarding their services;
4. Reviewed and provided recommendations regarding appointment of accountant based on independence, scope of work and remuneration;
5. Evaluated and reviewed Internal Auditor’s reports and oversight implementation of follow-up actions by the Board of Directors on audit findings;
6. Reviewed implementation of Risk Management activities carried out by the Board of Directors;
7. Reviewed and provided advice to the Board of Commissioners regarding potential conflicts of interest;
8. Reviewed complaints related to the Company’s accounting and financial reports; and
9. Maintained confidentiality of documents, data and other corporate information.

Alexander S. Rusli

Chairman

Alexander S. Rusli

Chairman

Aside as a Chairman of the Nomination and Remuneration Committee, Alexander S. Rusli concurrently serves as the Company’s Independent Commissioner.

After working as a full-time lecturer in Australia, he returned to Indonesia in 1997 and started his professional career journey in Indonesia at PricewaterhouseCoopers as a Management Consultant focusing on large IT Implementation projects.

As an experienced executive with a strong background in technology, he has held key positions or positions in private companies throughout his career, including CEO at PT Indosat Tbk, Indonesia’s second-largest telecommunications operator, from 2012-2017; Independent Commissioner at PT Sarana Menara Nusantara Tbk (Protelindo), from 2018-2019; Chairman at iFlix Indonesia, from 2018-2020; Commissioner at PT Solusi Sinergi Digital Tbk, since 2019 – Februari 2022; Independent Commissioner at PT Medikaloka Hermina Tbk (Hermina Hospital Group), since 2018-present; Independent Commissioner at PT Unilever Indonesia Tbk, since 2018-present; Independent Commissioner at PT Link Net Tbk, since 2020-present; Independent Commissioner at PT Cisarua Mountain Dairy Tbk, since 2021-present.

He has also held several positions in government, namely as Expert Staff at the Ministry of Communication and Information Technology, from 2001 – 2007; Expert Staff at the Ministry of SOEs, from 2007 to 2009; Expert Staff to the Minister of Finance of the Republic of Indonesia for the National Tax System, from 2019 to the present; and Advisor for Crescent Point for Indonesia, from 2019 to the present. From 2007 to 2009, he held the following posts in several State-Owned Enterprises: Commissioner at PT Krakatau Steel Tbk; President Commissioner at PT Geodipa Energi; and Commissioner at PT Kertas Kraft Aceh.

Additionally, he is also the founder of PT Digi Asia Bios, a consolidated Fintech holding company that offers digital payment, credit, and remittance financial services in Indonesia. He also has a Joint Venture with Tempo Digital Media which focuses on animation for Indonesian IP characters.

He is an Indonesian citizen, 52 years old as of December 31, 2023. He holds several degrees as a Bachelor of Business, Information System in 1992, a Bachelor of Commerce (Hons), Information System in 1993 and a Doctor of Philosophy (Ph.D.), Information Systems in 2000, the three degrees were obtained from the Curtin University of Technology, Perth, Australia.

More Details

Christine

Independent Member

Christine

Independent Member

She started her career as a Senior Associate Auditor at Public Accountant Ernest & Young-Prasetio, Sarwoko & Sandjaja (November 2002 – August 2004), Senior Manager of Accounting at PT Matahari Putra Prima Tbk (August 2004 – April 2013), and Chief Financial Officer at PT Nadya Putra Investama (April 2013 – October 2021).

She is 42 years old as of December 31, 2023, an Indonesian citizen. She holds a Bachelor of Economics degree majoring in Accounting from Tarumanagara University.

More Details

Marlin

Independent Member

Marlin

Independent Member

She started her career as Staff of Account Payable, General Ledger, and Payroll of PT Matahari Putra Prima Tbk – Medan Branch from 1993 to 1995, then served as Senior Supervisor at PT Matahari Putra Prima Tbk – Jakarta Head Office from 1996 to 1998. Lastly, she served as Senior Project Specialist and Head of the Budget Department at the Company from 1999 to January 2022.

She is 49 years old as of December 31, 2023, an Indonesian citizen. She obtained her Diploma in Information Management from AMIK Jendral Sudirman Medan in 1994 and a Bachelor of Economics majoring in Accounting from STIE Y.A.I Jakarta in 1995.

More Details

Based on the decision of the Company’s Board of Commissioners dated June 4, 2024, the Board of Commissioners has terminated the Nomination and Remuneration Committee and thus dismissed the members of the Nomination and Remuneration Committee. In connection with this, the Board of Commissioners of the Company will carry out the nomination and remuneration functions.

To enhance transparency, service, and communication with stakeholders, as a crucial implementation of Good Corporate Governance (GCG), the Company is mandated to establish the role of a Corporate Secretary. The Corporate Secretary serves as the intermediary, bridging the interests of the Company with those of shareholders, regulators, and stakeholders.

The appointment of the Corporate Secretary adheres to the guidelines outlined in Financial Services Authority Regulation No.35/POJK.04/2014, dated 8 December 2014, on the function of Corporate Secretary of the Issuer or Public Company.

Duties and Responsibilities
As an organ with a structural function in the Company’s organization, the Corporate Secretary has the primary responsibility of providing comprehensive support to the Board of Directors in fulfilling their duties. The Corporate Secretary plays a crucial role in facilitating communication among various organs within the Company, managing relationships between the Company and its shareholders, regulators, and other stakeholders, and ensuring the Company’s adherence to the principle of Good Corporate Governance (GCG) in accordance with relevant laws and regulations. Any information communicated by the Corporate Secretary to the public represents official information from the Company, acting as an Issuer or Public Company.

The Implementation of the Corporate Secretary’s Duties in 2023
Throughout the year 2023, the Corporate Secretary carried out the following duties and responsibilities:

1. Advise the Board of Commissioners and Board of Directors and provide recommendation to ensure compliance with the capital market laws and regulations.
2. Monitoring developments in the capital market, including regulations and guidelines related to the Limited Liability Company and the Articles of Association of the Company.
3. Organizing the Annual GMS for the fiscal year 2022 and documenting the Annual GMS for the fiscal year 2022 held on May 8, 2023.
4. Conducting public expose on May 8, 2023 and publishing it on the Company’s website.

Natalie Lie

Corporate Secretary

Natalie Lie

Corporate Secretary

Based on the Board of Directors’ Decision Letter No. CSS.068-2020 dated 20 July 2020, Natalie Lie served as the Corporate Secretary.

She started her career in Lippo Group in 2009 when she joined the Times Bookstore. In 2011 she joined PT Matahari Putra Prima Tbk’s Corporate Legal & Corporate Services, then since 2013 joined PT Multipolar Tbk’s Corporate Legal & Corporate Services.

She obtained her Master of Law degree from Universitas Pelita Harapan (2023), a double degree in Executive Master of Business Administration from Pelita Harapan University and Peking University (2015), and a Bachelor of Science (Hons) in Business Information System from the University of Derby (2002).

She is an Indonesian citizen, domiciled in Tangerang – Indonesia, 42 years old as of December 31, 2023.

More Details

The Internal Audit Unit is a work unit within the Company that performs audits and gives independent, objective, and professional advice.

The establishment of the Internal Audit Unit refers to Bapepam-LK Regulation No. IX.1.7, attachment of the Decree of the Chairman of Bapepam-LK No. Kep-496/BL/2008 dated November 28, 2008, regarding the Establishment and Guidelines for Drafting an Internal Audit Charter (Bapepam-LK Regulation No. IX.1.7). This regulation was later revoked to OJK Regulation No. 56/POJK.04/2015 dated December 29, 2015 (POJK No. 56/2015). 

Internal Audit Unit’s Charter

The Internal Audit Charter, established by the Board of Directors and approved by the Board of Commissioners on March 31, 2023, will undergo periodic evaluations to ensure adherence to regulations and effectiveness in implementation. Key aspects of the Internal Audit Charter include:

1. Vision and mission
2. Objectives of the Internal Audit Charter
3. Scope
4. Structure and position
5. Duties and responsibilities
6. Authority
7. Code of Ethics
8. Membership requirements
9. Accountability
10. Independency
11. Establishment and Renewal of the Charter

Internal Audit Unit’s Structure and Position

Referring to POJK No. 56/2015 and the Company’s Internal Audit Charter, the Internal Audit Unit shall consist of at least 1 (one) Internal Auditor. The size and level of complexity of the Company’s business activities determine the number of internal auditors required. The Head of the Internal Audit Unit, who reports directly to the President Director, may be appointed and dismissed by the President Director with approval from the Board of Commissioners.

The letter of appointment dated January 4, 2022 signed by the President Director and President Commissioner appointed Rudy Sugianto as the Head of Internal Audit Unit.

Internal Audit Organization Structure

Head of Internal Audit Unit: Rudy Sugianto

Duty and Responsibility

The Internal Audit Unit conducts periodic evaluations of the Company’s risk management system, internal control, and Good Corporate Governance (GCG) processes through various activities and discussions. This assessment attempts to strengthen the company’s values and operational performance.

The Internal Audit Unit’s duties and responsibilities with respect to the Internal Audit Charter and its implementation are as follows:

• Prepare and execute its annual internal audit work plans;
• Assess and evaluate the internal control and risk management system pursuant to the Company’s policies;
• Conduct audit and assessment as to efficiency and effectiveness in financial, accounting, operation, human resources, marketing, information technology and other activities;
• Provide corrective recommendations and objective information on audited activities within all management levels;
• Prepare reports on the result of the audit and submit them to President Director;
• Monitor, analyze, and report the implementation of recommended improvements;
• Work with Audit Committee and other governance functions such as External Audit, Risk Management, Project Management Office and Quality Management;
• Prepare a program to evaluate the quality of the activities carried out by Internal Audit; and
• Conduct a special audit, if necessary, as approved by President Director.

Internal Audit Unit’s Code of Ethics

The Internal Audit Unit strictly conforms to the Company’s and Internal Audit Unit’s code of conduct when performing its duties and responsibilities.

The Internal Audit Charter establishes the Internal Audit Unit’s code of ethics, which includes the following:

1. Integrity
   • Work honestly, diligently, and responsibly;
   • Obey the law and make any disclosure that is required by legal and professional rules;
   • Not involved in any illegal activities, or in any actions humiliating the Internal Audit profession or the Company;
   • Respect and contribute to the ethical objective of the Company.
2. Objectivity
   • Not participating in any activities or relationships that may disturb, or be deemed to disturb unbiased judgment. This includes activities or relationships which are probably against the organization’s interests. 
   • Not accept anything that could interfere with, or be perceived as interfering with, professionalism in providing assessments
   • Disclose all known material facts;
3. Confidentiality
   • Exercise appropriate care in the use and keeping of the information obtained during the service.
   • Not use any information for personal gain or in any manner which are against the provisions of laws and regulations or detrimental to the ethical objective of the Company.
4. Competency
   • Provide services in accordance with the required knowledge, skills, and experience.
   • Perform audit based on The International Standards for the Professional Practice of Internal Auditing.
   • Consistently improve competency and effectiveness as well as the quality of the audit.

Internal Audit Certification

Certified Internal Auditor (CIA) Review conducted by the Centre for Accounting Development, Faculty of Economics and Business, University of Indonesia (PPA FEB UI)

Internal Audit Duty Implementation Report

The Internal Audit Unit has conducted audits in the Company and each company under the Company’s portfolio with the series of activities as follows:

• Develop and implement annual internal audit plan;
• Analyze and evaluate implementation of internal control and risk management systems in accordance with the policies set by the Company;
• Conduct testing and assessment of efficiency and effectiveness related to finance, accounting, operations, human resources, marketing, information technology and other activities;
• Provide recommendations for improvement and objective information about the audited activities at all management levels;
• Prepare and submit audit reports to the President Director and the Board of Commissioners;
• Monitor, analyze, and report on the implementation of recommended follow-up improvements;
• Cooperate and communicate directly with the Audit Committee;
• Develop a program to evaluate quality of ongoing internal audit activities.

Rudy Sugianto

Head of Internal Audit Unit

Rudy Sugianto

Head of Internal Audit Unit

Rudy Sugianto began his career at Pricewaterhouse Coopers, where he served as a Senior Associate – Audit from 2003 to 2005. Subsequently, he undertook the role of Revenue Assurance Manager at PT Axis Telekom Indonesia from 2005 to 2011. Rudy’s expertise in finance and audit was further refined through engagements with various companies. Notably, he held the position of Internal Audit Manager at PT Rajawali Corpora from 2011 to 2013, followed by serving as the Head of Accounting, Tax, and Operation Support Division at PT Multipolar Technology Tbk from 2013 to 2018 and last served as Head of Accounting and Finance Division from 2019 to November 2021.

In 2022, Rudy Sugianto stepped into the position of Head of the Internal Audit Unit at PT Multipolar Tbk. His appointment, dated January 4, 2022, was endorsed by the President Director and President Commissioner. Additionally, he has been serving as the Head of the Internal Audit Unit at PT Multipolar Technology Tbk since May 2022.

He is an Indonesian citizen, 43 years old as of December 31, 2023. He earned a Bachelor’s degree in Accounting from the University of Indonesia in 2002.

More Details

The Company discloses the independency of all members of the Board of Commissioners and Board of Directors with a statement of having no affiliation between members of the Board of Commissioners, Board of Directors, and Controlling Shareholders.