Governance

AUDIT COMMITTEE

Audit Committee is an organ of the Board of Commissioners that assists the Board of Commissioners in performing its supervisory duties and function. The scope of supervision of the Audit Committee includes matters related to financial information, internal control systems, effectiveness of audits by External and Internal Auditors, effectiveness of risk management implementation, and compliance with the applicable laws and regulations.

Legal Basis
Indocement’s Audit Committee was established based on:

1. OJK Regulation No. 55/POJK.04/2014 on Establishment and Work Guidelines of the Audit Committee;
2. Indocement's Board of Commissioners' Decision Letter No. 012/Kpts/Kom/ITP/XII/2001 dated 6 December 2001 on the Audit Committee Charter;
3. Indocement's Board of Commissioners' Decision Letter No. 007/Kpts/Kom/ITP/XII/2013 dated 6 December 2013 on Amendment to Audit Committee Charter;
4. Indocement's Board of Commissioners' Decision Letter No. 001/Kpts/KOM/ITP/V/2022 dated 24 May 2022 on the Appointment of Audit Committee's Members.

Audit Committee Work Guidelines
The Company already has an Audit Committee Charter that has been validated by the Company's Board of Commissioners on 6 December 2001, as stated in the Board of Commissioners' Decision Letter No. 012/Kpts/Kom/ITP/XII/2001, and has been adjusted on 6 December 2013, that is through the Statement of Decision Agenda No. 2 of the Board of Commissioners' Meeting No. 007/Kpts/Kom/ITP/XII/2013 on the Amendment to Audit Committee Charter, in order to meet Bapepam-LK No. KEP643/BL/2012 dated 7 December 2012. Furthermore, in performing its duties and responsibilities, the Audit Committee also refers to Financial Services Authority Regulation No. 55/POJK.04/2015 on Establishment and Work Guidelines of Audit Committee. Audit Committee Work Guidelines can be downloaded here. 

The Audit Committee Charter, covers the following:

1. Audit Committee’s Purpose
2. Audit Committee’s Membership
3. Audit Committee’s Chairman
4. Audit Committee’s Term of Service
5. Audit Committee’s Duties and Responsibilities
6. Audit Committee’s Authorities
7. Audit Committee’s Meetings
8. Audit Committee’s Reports

Audit Committee’s Membership
Pursuant to the Committee Audit Charter, concerning Indocement’s Audit Committee membership which consists of:

1. One Chairperson who is an Independent Commissioner and
2. Two members who are independent and have expertise as members.

The Audit Committee is appointed and dismissed by the Board of Commissioners for a period of three years from the appointment, and may be reappointed for one next period. The term of service for the Audit Committee members shall not exceed the term of service of the Board of Commissioners.

The composition of the members of the Indocement Audit Committee as of December 31, 2021 can be seen in the About Us menu >> Management

Audit Committee Members Independence
All members of the Audit Committee shall have no financial relationship with the Board of Commissioners and Board of Directors, no management relationship in the Company both subsidiary and affiliated company, no share ownership, no family relationships with the Board of Directors, Board of Commissioners, and/or among members of Audit Committee, as well as no position held as administrator of political party or government official.

The independence of Indocement’s Audit Committee members are as follows:

Thus, all Audit Committee members’ independence requirements are in accordance with the regulations and the rules of GCG best practices have been met.

Duties and Responsibilities
The Audit Committee provides professional and independent opinions to the Board of Commissioners related to reports and other matters presented by the Board of Directors. Based on the Audit Committee Charter, the Audit Committee’s roles and responsibilities are as follows:

1. Reviewing and discussing with the management and independent auditors on the draft of audited annual financial statements and quarterly financial statements as well as other financial information to be published.
2. Providing recommendations to the Board of Commissioners on the appointment of independent auditor to examine and supervise the Company’s accounts and financial statements by considering the audit's independence scope and fee. The Audit Committee Chairman shall prior approve the certain non-audit services provided by the independent auditors to the Company as per OJK regulations.
3. Discussing with management and independent auditors on any audit issues and management responses, including providing independent opinions in the event of dissenting opinion between the management and independent auditors.
4. Discussing with management and independent auditors on risk assessments and management practices as well as the independent auditor's assessment results of transactions containing conflicts of interest and transactions with related parties, as well as providing recommendations to the Board of Commissioners on potential conflicts of interest based on the information submitted by the Director of Finance, Internal Audit, or independent auditor.
5. Overseeing the Company’s internal control system by reviewing the scope of internal audit, and the independent auditors review of internal control, significant findings and recommendations together with management responses.
6. Overseeing the Company’s financial reporting activities, including annual reports, and accounting standards and principles and significant accounting amendments, and major accounting decisions that affect the Company's financial statements.
7. Reviewing Internal Audit functions, which include:
   a. the purpose, authority and flow of reporting in the organization;
   b. annual audit plan, and staffing; and
   c. audit findings, responses, and management follow-ups.
8. Obtaining information and reviewing the indepencence of the audit company and material issues raised by the independent auditor, at least once a year.
9. Reviewing matters relating to the compliance process and program and in general with the general counsel and the Company's compliance with the applicable laws and regulations.
10. Coorperating with the Corporate Secretary and overseeing complaints handling over the accounting and financial reporting process, as stated below:
    a. Complaints relating to the Company’s accounting and matters relating to accounting or bookkeeping in question shall be reported to the committee.
    b. The Audit Committee will oversee the procedures for receiving, retaining, and handling complaints about matters relating to accounting, internal accounting systems, or audit matters.
11. Maintaining the confidentiality of document, data, and information of the Company.

Audit Committee’s Authority
The committee is empowered to review or oversee matters within its scope of responsibility, to access the Company’s documents, data and information, to directly communicate with any Employee, including the Board of Directors, internal auditor, independent auditor and any relevant parties and to advice from external counsel auditors or other experts as necessary.

AUDIT COMMITTEE MEETING

Provisions of Audit Committee Meeting
In performing its duties and responsibilities, the Audit Committee holds meetings at any time as necessary or at least once in three months. The meeting shall be attended by at least half of the total members and decisions are made based on deliberation for consensus.

Meetings are prepared by the Corporate Secretary, which contain the proceedings and dissenting opinions. The minutes of meeting shall be signed by the attending members and then submitted to the Board of Commissioners.

Meetings Frequency and Attendance
Throughout 2022, the Audit Committee held five internal meetings with agenda and recapitulation of attendance as follows:

In 2022, the Audit Committee carried out the following activities:

Audit Committee Competency Development Program
In order to support the Audit Committee in performing its duties and responsibilities, Indocement provied opportunities for Audit Committee members to attend training and competence development programs, organized by parties either internal or external to the Company.