To assist its supervisory duties and functions, the Board of Commissioners is authorized to establish an Audit Committee as mandated in OJK Regulation No.55/POJK.04/2015 dated December 29, 2015, regarding the Establishment and Guidelines for the Work Implementation of the Audit Committee (POJK 55/2015), and IDX Regulations. No. I-A, attachment of IDX Board of Directors Decree No. Kep-00001/BEI/01-2014 concerning Listing of Shares and Equity Securities Other than Shares Issued by the Listed Company. IDX Regulation No. The I-A has been revoked and declared invalid since 27 December 2018, then replaced by IDX Regulation No. I-A Attachment to Decree of the Board of Directors of the Indonesia Stock Exchange No. Kep-00183/BEI/12-2018 dated 27 December 2018 (IDX Regulation No. I-A 2018). The Audit Committee is responsible for establishing an appropriate internal control system, improving the quality of transparency and financial reports, as well as assessing the scope, accuracy, independence, and objectivity of external audits.
AUDIT COMMITTEE CHARTER
The Company’s Audit Committee Charter is available on the Company’s official website.
AUDIT COMMITTEE COMPOSITION
According to the POJK 55/2015 and Audit Committee Charter, the Board of Commissioners has the right to appoint members of the Audit Committee. The Audit Committee shall consist of 3 (three) members, one from the Company’s Independent Commissioner, and other members from the Company’s external parties. The Audit Committee is led by an Independent Commissioner as the Chairman.
According to the Board of Commissioners’ Decree (SK Dekom) No. CSS.061-2020 dated July 1, 2020, the Company’s Audit Committee is composed of the following members:
- Chairman: Dr. Hadi Cahyadi, S.E., MBA, MCL
- Members: Dennis Valencia, Liu Raymond
The SK Dekom also limits the Audit Committee Members’ term of office to 1 (one) period starting from the date of appointment of the members of the Audit Committee until the closing of the AGMS for the fiscal year 2022 which will be held in 2023.
INDEPENDENCY OF THE AUDIT COMMITTEE
To ensure independency and professionalism in fulfilling Audit Committee duties and responsibilities, an Independent Commissioner chairs the Audit Committee, which has 2 (two) additional members from outside the Company, where one of the members must be a professional in the field of accounting and finance.
Members of the Audit Committee do not have any affiliation nor are employed by any public accounting, consulting firm, or third party that provided services to the Company in the past 6 (six) months. Members did not possess any authority and responsibility to plan, lead, control or supervise Company activities within the past 6 (six) months, except for the Independent Commissioner.
Members should also not have any shares directly or indirectly in the Company, and do not have any family relations nor affiliation with the Board of Commissioners, Board of Directors, shareholders or controlling parties that may affect performance of their duties.
DUTIES, RESPONSIBILITIES, AND ACTIVITIES OF AUDIT COMMITTEE IN 2021
During the fiscal year 2021, the Audit Committee organized the following activities in the performance of their duties and responsibilities and according to the POJK 55/2015, the IDX Regulation No. I-A 2018 and the Audit Committee Charter outlined by the Board of Commissioners:
- Audit the Company’s financial statements to be disclosed to the public and/or authorities, including financial statements, projections, and other reports relating to the Company’s financial information;
- Evaluate the Company’s level of compliance with laws and regulations pertaining to its business activities;
- Provide independent opinion in the event of a dispute between management and the Accountant regarding services rendered;
- Provide recommendations to the Board of Directors on the appointment of the accountant, based on his/her independence, work scope, and remuneration;
- Review the implementation of audit by internal auditors and supervise subsequent response by the Board of Directors toward the findings of the internal auditor;
- Supervise the implementation of risk management activities carried out by the Board of Directors;
- Review complaints relating to the Company’s accounting and financial reporting processes;
- Assess and advise the Board of Commissioners on potential conflicts of interest of the Company; and
- Safeguard the confidentiality of the Company’s documents, data and information.
POLICY AND IMPLEMENTATION OF AUDIT COMMITTEE MEETING’S ATTENDANCE RATE AND FREQUENCY
The Audit Committee is required to hold at least 1 (one) meeting every quarter (3 months). Each meeting becomes valid and binding if more than half of the total Committee members are present or legally represented. Resolutions pass through deliberations and consensus. The Minutes of the Meeting documents and records every discussion and decision, including possible disputes that may occur. All Audit Committee members in attendance must sign the Minutes of Meeting which is then submitted to the Board of Commissioners.
During the fiscal year 2021, the Audit Committee held a total of 4 (four) regular meetings.
Dr. Hadi Cahyadi, S.E., MBA, MCL
The Audit Committee Chairman Hadi Cahyadi also acts as the Company’s Independent Commissioner.
Dr. Hadi Cahyadi, S.E., MBA, MCL is the founder and Managing Partner of Helios Capital, the most active and reputable boutique firm in the country that focuses on M&A Advisory, Capital Raising, and Debt Restructuring. His extensive experience includes handling various corporate actions involving the acquisition and divestment of company plantations, consumer products, F&B, commodities, property, tourism, and infrastructure. He has extensive professional experience in international public accounting firms, as both auditor and financial consultant for Arthur Andersen Jakarta, KPMG Jakarta and Melbourne, Ernst & Young Jakarta, Deloitte Jakarta, and PB Taxand Jakarta. He also underwent valuable training in Corporate Recovery while with KPMG Melbourne. Concurrently, he served as Independent Commissioner and Audit Committee Chairman in several companies, namely PT Lippo Cikarang Tbk and PT Sekar Bumi Tbk. At the same time, he is President Commissioner (Independent) and Audit Committee Chairman of PT Indonesian Paradise Property Tbk.
He is an Indonesian citizen, aged 55 as of 31 December 2021, he holds a Doctorate degree in Research Management from Pelita Harapan University, Indonesia, Master’s degree in Business Administration (MBA) from the University of Houston – Clear Lake, USA, and a Master’s degree in Corporate Law (MCL) from Royal Melbourne Institute of Technology (RMIT), Australia. He obtained his undergraduate degree in Accounting from Tarumanagara University, Indonesia.
Dennis Valencia has over 36 years of professional experience in several managerial capacities. His career began as a Marketing Research Supervisor with Soriamont Shipping (1984-1986), followed by several years and positions in the property industry with Marina Properties Corp. (1988-1990) and Ayala Land Inc (1990-1994). He joined Lippo Karawaci Tbk in 1994 in Business Development and later joined Asia Kapitalindo Securities (1997-2000) as a Senior Research Manager. After a brief role as an entrepreneur (2000-2005), then he joined Agung Podomoro Group as Business Development General Manager (2005-2007) and rejoined PT Lippo Karawaci Tbk as Corporate Finance Senior Consultant (2007-present).
He is a Philippine citizen, aged 59 as of 31 December 2021. He has a Master’s Degree in Business Management from the Asian Institute of Management and a Bachelor’s Degree in Business Economics from the University of Philippines.
Liu Raymond served as President of Universitas Pelita Harapan (UPH) for four years (2014-2016). He is currently the Commissioner of Agro Investama Group (Palm Plantation). His extensive knowledge of the pulp industry rests on over 20 years of experience with Sinarmas and International Paper where he focused on corporate management and headed international mergers & acquisition projects, research, and development in pulp making, pulp purchasing, corporate logistics, and pulp sales. His additional four years of research experience on pulp making came from the International Paper Corporate Research Center in New York, and further three years in pulp mill management as Chief Executive of over 9 pulp mills across the USA, Canada, and France.
He is an Indonesian citizen, aged 62 as of 31 December 2021. He holds a Bachelor’s Degree in Chemical Engineering from the National Taiwan University (1982), a Master’s Degree in Chemical Engineering from West Virginia Institute of Technology, USA (1987), and Ph.D. in Chemical Engineering from North Carolina State University, Raleigh, USA (1992).