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.
AUDIT COMMITTEE COMPOSITION
Membership, composition and independence of members of the Audit Committee 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 Board of Commissioners has appointed members of the Audit Committee for a term of office starting July 1, 2020 until the closing of the Annual General Meeting of Shareholders for the 2022 financial year which will be held in 2023. 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, are Independent Parties with competence and qualifications in the financial sector.
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: Hadi Cahyadi
- Dennis Valencia
- Liu Raymond
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:
- Provide oversight including financial, risk management and internal audit activities as well as compliance and legal in the Company.
- Provide independent opinion regarding dissenting opinion between management and the Accountants for their services;
- 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;
- Examine complaints related to the Company’s accounting and financial reporting processes; and
- 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 2022, the Audit Committee held 4 (four) regular meetings.
2022 DUTY AND RESPONSIBILITY IMPLEMENTATION REPORT
The Audit Committee has carried out duties and responsibilities in 2022, including:
- 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;
- Evaluated and reviewed the Company’s activities and compliance with prevailing laws and regulations;
- Provided independent opinion for any dissenting opinion between the management and the appointed accountant regarding their services;
- Reviewed and provided recommendations regarding appointment of accountant based on independence, scope of work and remuneration;
- Evaluated and reviewed Internal Auditor’s reports and oversight implementation of follow-up actions by the Board of Directors on audit findings;
- Reviewed implementation of Risk Management activities carried out by the Board of Directors;
- Reviewed and provided advice to the Board of Commissioners regarding potential conflicts of interest;
- Reviewed complaints related to the Company’s accounting and financial reports; and
- Maintained confidentiality of documents, data and other corporate information.
Dennis Valencia has more than 38 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 PT 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 Philippines citizen, aged 59 as of 31 December 2022. 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 the 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 64 as of 31 December 2022. 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 a Ph.D. in Chemical Engineering from North Carolina State University, Raleigh, USA (1992).