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Audit Committee

To support the implementation of the duties and functions of the Board of Commissioners in carrying out internal supervision, the Company has an Audit Committee which was established based on the Decree of the Board of Commissioners of the Company Number 002/PJK/KOM/X/2022 concerning the Establishment of the Company’s Audit Committee.

The maximum term of office of the Audit Committee is 5 years and can be re-elected for another period. The Company’s Audit Committee acts independently and is responsible to the Board of Commissioners.

In carrying out its duties, functions and responsibilities independently, the Company’s Audit Committee has an Audit Committee Charter as a guideline for the implementation of work rules. This Audit Committee Charter has been prepared with reference to the applicable laws and regulations, and is in accordance with the Company’s Articles of Association.

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Duties, Responsibilities and Authorities of the Audit Committee

The following are the duties and responsibilities of the Company’s Audit Committee:

  1. Review the financial information that will be issued by the Company to the public and/or authorities, including financial reports, projections, and other reports related to the Company’s financial information;
  2. Review the compliance with laws and regulations relating to the Company’s activities;
  3. Provide an independent opinion in the event of a dissenting opinions between management and the accountant regarding the services that they provide;
  4. Provide recommendations to the Board of Commissioners regarding the appointment of an Accountant based on independence, scope of assignment, and remuneration for services;
  5. Review the implementation of the audit by the internal auditor and supervise the implementation of follow-up by the Board of Directors on the findings of the internal auditor;
  6. Review the risk management implementation activities carried out by the Board of Directors, if the Company does not have a risk monitoring function under the Board of Commissioners;
  7. Review the complaints related to the Company’s accounting and financial reporting processes;
  8. Review and provide advice to the Board of Commissioners regarding potential conflicts of interest in the Company; and
  9. Maintain the confidentiality of the Company’s documents, data and information.

The authority and working mechanism of the Audit Committee are as follows:

  1. Access the Company’s documents, data, and information regarding the employees, funds, assets, and company resources;
  2. Communicate directly with employees, including the Board of Directors and those who carry out the functions of internal audit, risk management, and accountants regarding the duties and responsibilities of the Audit Committee;
  3. Involve independent parties other than members of the Audit Committee to assist the implementation of their duties (if needed); and
  4. Perform other authorities given by the Board of Commissioners.

Membership

The Company’s Audit Committee consists of 3 (three) members who are from Independent Commissioners and parties from outside the Company, led by the Company’s Independent Commissioners. The membership of the Company’s Audit Committee is in accordance with the provisions of the Audit Committee requirements as stipulated in POJK 55/2015 concerning the Establishment and Guidelines for the Audit Committee. Based on the Decree of the Board of Commissioners of the Company Number 002/PJK/KOM/X/2022 concerning the Establishment of the Company’s Audit Committee, the composition of the membership of the Company’s Audit Committee is as follows:

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Audit Committee Charter

Nomination & Remuneration Committee

In order to support the effectiveness of the performance of the Board of Commissioners, especially in carrying out the supervisory function of company management by the Board of Directors in order to achieve the Company’s objectives in accordance with the principles of good corporate governance, the Company has the function of the Nomination and Remuneration.

Pursuant to the Decree of the Board of Commissioners of PT Petrindo Jaya Kreasi (the Company) No. 001/PJK/KOM/X/2022 concerning Guidelines for the Nomination and Remuneration Function of the Company, the Board of Commissioners does not establish a Nomination and Remuneration Committee. The function of Nomination and Remuneration is fully carried out by the Company’s Board of Commissioners.

The function of the Nomination in the Company is to propose someone to be appointed as a member of the Board of Directors or a member of the Board of Commissioners. Meanwhile, the function of the remuneration carried out by the Company is a policy of determining and giving rewards to members of the Board of Directors and members of the Board of Commissioners based on the position and roles assigned, in accordance with the duties, responsibilities, and authorities of members of the Board of Directors and members of the Board of Commissioners.

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Duties and Responsibilities Related to Nomination Function

In carrying out the function of the Nomination, the Board of Commissioners is required to carry out the following procedures:

  1. Prepare the composition and nomination process of members of the Board of Directors and/or members of the Board of Commissioners of the Company;
  2. Develop policies and criteria needed in the nomination process for candidates for members of the Board of Directors and/or members of the Board of Commissioners;
  3. Assist in the evaluation of the performance of members of the Board of Directors and/or members of the Board of Commissioners;
  4. Compose a capacity development program for members of the Board of Directors and/or members of the Board of Commissioners;
  5. Review and propose candidates who meet the requirements as members of the Board of Directors and/or members of the Board of Commissioners to the Board of Commissioners to be submitted to the General Meeting of Shareholders.

Duties and Responsibilities Related to the Remuneration Function

In carrying out the function of the Remuneration, the Board of Commissioners is required to carry out the following procedures:

  1. Develop a remuneration structure for members of the Board of Directors and/or members of the Board of Commissioners which can be in the form of fixed and/or variable salaries, honoraria, incentives, and/or allowances;
  2. Compile policies on remuneration for members of the Board of Directors and/or members of the Board of Commissioners; and
  3. Arrange the amount of Remuneration for members of the Board of Directors and/or members of the Board of Commissioners.

 

The development of the structure, policy and amount of Remuneration as referred to must pay attention to:

  1. The remuneration applicable to the industry is in accordance with the business activities of similar companies and the business scale in the industry;
  2. The duties, responsibilities and authorities of members of the Board of Directors and/or members of the Board of Commissioners are related to the achievement of the goals and performance of the Company;
  3. The achievement of targets or performance of each member of the Board of Directors and/or member of the Board of Commissioners; and
  4. The balance between fixed and variable benefits.

Guidelines for Nomination Committee Functions And Remuneration

Corporate Secretary

Robertus Maylando Siahaya holds the position of the Corporate Secretary of PT Petrindo Jaya Kreasi. The determination is pursuant to the Decree of the Board of Directors of PT Petrindo Jaya Kreasi No.039/CS-L/PJK/XI/2023 concerning the Appointment of the Corporate Secretary.

As one of the Company’s Supporting Organs, the duty of the Corporate Secretary is to assist in the implementation of duties, functions, and responsibilities of the Board of Directors and is responsible to carry out the functions of the Corporate Secretary in the Company. The Corporate Secretary is also responsible to assist the Board of Directors and the Board of Commissioners in implementing Good Corporate Governance in the Company.

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Responsibilities of the Corporate Secretary

The following are the duties and responsibilities of the Corporate Secretary:

  1. As a liaison between the Company and the Company’s shareholders, the Financial Services Authority (“OJK”), the Indonesia Stock Exchange and other stakeholders.
  2. Provide information needed by the Board of Directors and the Board of Commissioners to always comply with the provisions of the laws and regulations in the capital market sector, including the provisions of the OJK regulations that apply to the Company.
  3. Provide any information needed by investors related to the condition of the Company and convey important information regarding the Company’s activities to the public, OJK, Indonesia Stock Exchange and other interested parties.
  4. Assist the Board of Directors and the Board of Commissioners in the implementation of corporate governance which includes:
    • Information disclosure to the public, including the information on the Company’s website;
    • Ensure the submission of reports to OJK is in timely manner;
    • Organizing, coordinating, disclosing information and documenting in connection with the General Meeting of Shareholders of the Company;
    • Organizing, coordinating and documenting related meetings of the Board of Directors, meetings of the Board of Commissioners and/or joint meetings of the Board of Directors and the Board of Commissioners; and
    • Implementation of company orientation program for the Board of Directors and/or Board of Commissioners.
  5. Keep up with the development of the capital market, especially the laws and regulations that apply in the capital market sector, including the OJK regulations that apply to the Company.

Appointment of Corporate Secretary
Robertus Maylando Siahaya

Robertus Maylando Siahaya

Corporate Secretary

Indonesian citizens. Born in 1990. He earned his Bachelor of Laws degree from the University of Indonesia. Apart from serving as Corporate Secretary of the Company, he also serves as Corporate Legal Manager of the Company and PT Barito Pacific Lumber. He joined the Company in 2013. Prior to joining the Company, he worked for MNC Energy.

Internal Audit Unit

The functions and duties of the Company’s Internal Audit are conducted by the Internal Audit Unit whose establishment is determined by the Decree of the Company’s Board of Directors No.002/PJK/DIR/X/2022 concerning the Appointment of the Company’s Internal Audit Unit.

The Company’s Internal Audit Unit consists of 1 (one) internal auditor or more and is led by a head of the Internal Audit Unit who is administratively responsible to the President Director and functionally to the Audit Committee. The Head of the Internal Audit Unit is appointed and dismissed by the President Director with the approval of the Board of Commissioners.

The Head of the Company’s Internal Audit Unit is held by Jefrey Susanto based on the Decree of the Board of Directors of PT Petrindo Jaya Kreasi No.002/PJK/DIR/X/2022 concerning the Appointment of the Head of the Internal Audit Unit.

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Requirements

In carrying out its functions, duties, responsibilities and authorities, the Internal Audit Unit must meet the following requirements:

  1. Have integrity and professional behaviour, independent, honest, and objective in carrying out their duties;
  2. Have knowledge and experience regarding technical auditing and other disciplines relevant to their field of work;
  3. Possess knowledge of the laws and regulations in the Capital Market sector and other related laws and regulations;
  4. Possess the skills to interact and communicate effectively both orally and in writing;
  5. Comply with professional standards issued by the Internal Audit association;
  6. Comply with the code of ethic of the Internal Audit;
  7. Maintain the confidentiality of the Company’s information and/or data related to the implementation of the duties and responsibilities of the Internal Audit, unless required by laws and regulations or court decisions or decisions;
  8. Understand the principles of good corporate governance and risk management; and
  9. Have the willingness to improve knowledge, skills, and professional abilities continuously.

The Internal Audit Unit also complies with the Code of Conduct and Standards of Conduct and has an Internal Audit Charter as a guide in carrying out its functions, duties and responsibilities. Auditors and the Internal Audit Unit may not have concurrent duties and positions in the implementation of operational activities, both in the Company and in Subsidiaries.

Duties and responsibilities

The Internal Audit Unit has the following duties and responsibilities:

  1. Arrange and implement the annual Internal Audit plan:
  2. Test and evaluate the implementation of internal control and risk management systems to ensure that they are in accordance with company policies;
  3. Conduct inspections and assessments of efficiency and effectiveness in finance, accounting, operations, human resources, marketing, information technology, and other activities;
  4. Provide suggestions and objective information on the activities that has been examined at all levels of management;
  5. Make a report on audit results and submit the report to the President Director and the Board of Commissioners;
  6. Monitor, analyze and report on the implementation of follow-up of the improvements that have been suggested;
  7. Cooperate with the Audit Committee;
  8. Prepare a program to evaluate the quality of the internal audit activities; and
  9. Conduct a special inspection if needed.

Authorities

The Internal Audit Unit is authorized to:

  1. Access all relevant information about the company related to its duties and functions;
  2. Communicate directly with the Board of Directors, Board of Commissioners, and/or the Audit Committee as well as members of the Board of Directors, Board of Commissioners, and/or Audit Committee;
  3. Hold routine and incidental meetings with the Board of Directors, Board of Commissioners, and/or Audit Committee;
  4. Coordinate its activities with the activities of external auditors.