Audit Committee Charter 1.66MB
The Audit Committee was established to assist the BOC in supervising the Company, especially in supporting the BOC in carrying out its functions and duties as well as in complying with Limited Liability Company Law No. 40 Year 2007 Article 121 and Financial Institutions Supervisory Board Decision No. Kep-643/BL/2012 dated December 7, 2012 as amended by POJK No. 55/POJK.04/2015 dated December 23, 2015 regarding the Establishment and Implementation Guidelines of Audit Committee.
The Audit Committee has a strategic role in monitoring the effectiveness of the internal control function and in liaising with Internal Audit and external auditors. A report by the Audit Committee is included on page 94 of this Annual Report.
Structure and Membership
Members of the Audit Committee are chosen by the BOC based on the criteria of independency, expertise, experience and integrity, as required in the regulations. BOC Decision dated July 25, 2017 and letter to OJK No.045/VII/2017-CSExt dated July 28, 2017 with a tenure period from the closing of AGMS until the AGMS for Fiscal Year 2019 which will be held in 2020, confirming to the tenure of the BOC, as follows:
- William Travis Saucer - (Chairman/Independent Commissioner)
For a brief profile, please refer to Commissioners’ profiles.
He is also the Independent Commissioner of the Company and PT. Matahari Department Store, Tbk. Additionaly, He is also the Chairman of The Company’s Nomination and Remuneration Committee.
- Ganesh Chander Grover - (Independent Member)
A citizen of Indonesia (previously citizen of India until October 2014), he is a qualified Chartered Accountant from the Institute of Chartered Accountants of India, New Delhi. Mr. Grover started his carrier in 1964 as CFO of Bist Industrial Corporation (a sugar factory) with offices in New Delhi, India. In 1966 he joined USAID, American Embassy, as Financial Analyst initially at New Delhi and later in 1973 was transferred to USAID, American Embassy, Jakarta, Indonesia. During 1975-1990 he was with Group Usaha Trisakti (a business arm of Trisakti University in Indonesia) as Vice President and Group Treasurer. In 1990, he joined PT Lippo Cikarang Tbk as Finance Director until 1997. Between 1997-recently, he has assumed several Director/Commissioner positions at several companies such as PT Matahari Putra Prima Tbk, PT Lippo General Insurance Tbk, PT Lippo E-Net Tbk, PT Lippo Land Tbk. He is currently Independent Commissioner of PT Lippo Life Assurance.
- Utomo Santoso - (Independent Member)
Received a Master Degree from Oregon State University in 1985 and joined the Company in 2014 as an Independent Audit Committee member. His career was started in 1985 at Lucky Stores, Inc. as an Accounting Manager. He joined Lippo Land in 1995 as a Marketing General Manager. His professional career included several important positions such as President Director of PT Carita Krakatau International (1997-1999), President Director of PT Lippo Karawaci Tbk. (1999-2001), President Director of PT Karabha Digdaya (2001- 2005) and President Director of PT Teknotama Lingkungan Internusa (2005-present).
Appointment of Members
Members are appointed for a term that shall not exceed the term of the current BOC. They may be appointed for one further term. All members must fulfill the membership qualifications set out in the Audit Committee Charter.
Audit Committee Independency
In compliance with the provisions of OJK Regulation No. 55/ POJK.04/2015 on the Establishment and Working Guidelines of Audit Committees and as specified in the Audit Committee Charter, the independence of the Audit Committee is defined as not having family relations up to the second degree, business relations or other relations with (other) Commissioners, Directors or the majority shareholders as well as having no shareholdings in the Company. To meet POJK, the Chairman of the Audit Committee is an Independent Commissioner.
Audit Committee Charter
The Audit Committee Charter has been updated and approved by the BOC on August 10, 2018 to amend the Audit Committee Charter issued on June 10, 2013, in compliance with the new Chairman of Capital Market and Financial Institutions Supervisory Board Decision No. Kep-643/BL/2012 dated December 7, 2012 as amended by POJK No. 55/POJK.04/2015 dated December 23, 2015 regarding the Establishment and Implementation Guidelines of Audit Committees.
The Audit Committee Charter covers the following:
- Legal Foundation;
- Qualifications for Membership;
- Duties and Responsibilities;
- Procedure for Change of Membership;
- Salaries and Facilities;
- Work Values.
Audit Committee Duties and Responsibilities
The Audit Committee is fully authorized to carry out its tasks to access records, data and information about employees, funds, assets and other Company resources. The Audit Committee reports to the BOC on its task completion, according to the Audit Committee Charter.
Duties and responsibilities of the Audit Committee are:
- To review financial information to be released by the Company, such as financial statements, projections and other financial information;
- To review the Company’s compliance with relevant Laws and Regulations related to the Company’s activities;
- To provide independent opinion in the event that there are dissenting opinions between management and the Public Accountant for the services provided;
- To provide recommendations to the BOC on the appointment of a Public Accountant based on independence, scope of assignment and audit fee;
- To review the Internal Audit performance and monitor actions taken by the BOD to follow up audit results;
- To report to the BOC the various risks faced by the Company and the implementation of risk management by the BOD;
- To review and report to the BOC on complaints related to the Company;
- To review the risk management performance implemented by the BOD;
- To review any reported disagreements on the accounting process and the Company’s Financial Report;
- To review and provide recommendations to the BOC on potential Company’s conflicts of interest; and
- To safeguard the confidentiality of the Company’s documents, data and information.
Audit Committee Authority
In order to perform its tasks effectively, the Audit Committee has authority to access to all financial reports, internal audit findings and minutes from BOD’s meetings, as well as information and records on the Company’s staff, funds, assets and other resources. Whenever necessary, the Audit Committee may communicate directly and indirectly with Management, the Company’s staff, the Internal Audit Unit and the External Auditor.
Audit Committee Meetings and Actions in 2018
In compliance with OJK Regulation No. 55/ POJK.04/2015 and as specified in the Audit Committee Charter, the committee should conduct a meeting at least once every quarter, and meetings should be attended by more than half the members. Every meeting must be minuted and reported to the BOC.
In 2018, the Audit Committee held 4 meetings, with 100% attendance of its members:
- March 6, 2018
- May 2, 2018
- July 25, 2018
- October 24, 2018