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:
- 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 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:
- 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.
Alexander S. Rusli
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.
Christine
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.
Marlin
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.