Board Supporting Organs

Duties, Power and Responsibility of Audit Committee

Duties and Responsibilities of Audit Committee are:

1. Reviewing the financial information to be published by the Company to the public and / or capital market authorities, including financial statement, projections and other financial reports;
2. Performing periodic review on observance of the legislation relating to the Company’s activities;
3. Providing independent opinion in the event of disagreements between Management and Accountant for the rendered services;
4. Providing recommendations to the Board of Commissioners related to the appointment of accountants which based on their independency, scope of assignment and the service fee;
5. Reviewing the audit conducted by internal auditors and supervises the implementation of the follow-up by the Board of Directors on the findings of intenal auditor;
6. Reviewing the implementation of risk management activities carried out by the Board of Directors;
7. Examining complaints relating to accounting and financial reporting processes of the Company;
8. Reviewing and providing advice to the Board of interest of the Company;
9. Maintain the confidentiality of documents, data and information of the Company.

Members of Audit Committee

Based on Circular Resolution dated 4 Februari 2020, the Board of Commissioners appointed the Audit
Committee with the following compositions:

Budi Bowoleksono/Chairman
Indonesian Nationality, 60, appointed as Independent Commissioner of the Company in January 2020. He is a former Indonesian Ambassador to the United States who served from 14 February 2014 to 7 January 2019. Previously he was Secretary General of the Ministry of Foreign Affairs since 2010.

Budi Bowoleksono completed his studies at Krisnadwipayana University in 1984 and began his career at the Ministry of Foreign Affairs in 1986 . In 1993 , he served as secretary in economics at the Permanent Representative of the Republic of Indonesia (PTRI) New York . Then in 1997 , he was assigned to Geneva when the WTO was just established. He has also been stationed in Austria in the field of ASEAN cooperation. On 8 April 2008 , Budi was appointed as the Indonesian Ambassador to Kenya concurrently with the Democratic Republic of Congo , Mauritius , Seychelles , Somalia , Uganda before finally returning to his homeland in 2010 as Secretary General of the Ministry of Foreign Affairs.

Aria Kanaka/Member
Indonesian nationality, 45 years of age. He earned his Bachelor Degree in Economics and Master Degree in Accountancy from the University of Indonesia. He is a certified public accountant with extensive professional experience and expertise in accounting and auditing, having served with the Public Accounting Firm of Prasetio, Utomo & Co (Arthur Andersen) and currently he works in Public Accounting Firm Aria Kanaka & Rekan (a member firm of Mazars SCRL). Served as a member of the Audit Committee of the Company since 30 January 2015.

Ignatius Andy, SH/Member
Indonesian citizen, 48 years of age. Holding a Law degree and have expertise in the field of law. He brings to the Committee his legal expertise, having worked as an Attorney at Law with the law firms of Makarim and Taira and Hadiputranto, Hadinoto & Partners, prior to founding Ignatius Andy Law Firm. He has served as member of the Audit Committee since 30 January 2015.

The Nomination and Remuneration Committee was formed by the Company pursuant to POJK No.34/ POJK.04/2014 dated 8 December 2014, on the Nomination and Remuneration Committee of a Public Company. The Nomination and Remuneration Committee was established through the Decree of the Board of Commissioners dated 30 January 2015, with the main duty of assisting the Board of Commissioners in determining the nomination and remuneration for Board members as well as executive officers of the Company.

The Nomination and Remuneration Committee consists of 3 (three) members who were appointed in 2015 and served concurrently as members of the Board of Commissioners. The Nomination and Remuneration Committee is chaired by an Independent Commissioner, which reports to the Board of Commissioners.

The term of each member of the Nomination and Remuneration Committee shall not be longer than that of the Board of Commissioners as stipulated in the Articles of Association.

The duties, authorities and responsibilities of the Nomination and Remuneration Committee is as provided for in POJK No. 34/POJK.04/2014 dated 8 December 2014.

Throughout 2016, the Nomination and Remuneration Comittee held 1 (one) meeting with 100% attendance on 8 December 2016, discussing the working plan of the Nomination and Remuneration Committee for financial year 2017

Members of Nomination & Remuneration Committee

Budi Bowoleksono/Chairman
Indonesian Nationality, 60, appointed as Independent Commissioner of the Company in January 2020. He is a former Indonesian Ambassador to the United States who served from 14 February 2014 to 7 January 2019. Previously he was Secretary General of the Ministry of Foreign Affairs since 2010.

Budi Bowoleksono completed his studies at Krisnadwipayana University in 1984 and began his career at the Ministry of Foreign Affairs in 1986 . In 1993 , he served as secretary in economics at the Permanent Representative of the Republic of Indonesia (PTRI) New York . Then in 1997 , he was assigned to Geneva when the WTO was just established. He has also been stationed in Austria in the field of ASEAN cooperation. On 8 April 2008 , Budi was appointed as the Indonesian Ambassador to Kenya concurrently with the Democratic Republic of Congo , Mauritius , Seychelles , Somalia , Uganda before finally returning to his homeland in 2010 as Secretary General of the Ministry of Foreign Affairs.

Edwin Soeryadjaya/Member
Indonesian nationality, 70, appointed as President Commissioner of the Company in June 2016, having been a Vice President Commissioner of the Company from 2014. He is one of Indonesia’s leading businessmen with a solid track record in automotive, coal mining, plantation, banking, and the retail industry, having served for 15 years with Astra International, one of Indonesia’s largest diversified conglomerates founded by his father, with the last position of Vice President Director.

In 1993, he founded the Company which focuses on three pillars i.e. natural resources, infrastructure and consumer products. In 1995, under a KSO scheme designed by the Government of Indonesia in cooperation with the World Bank, Mr. Soeryadjaya successfully led Ariawest team to win a 15-years KSO worth of US$900,000,000.

He currently serves as the President Commissioner of PT Saratoga Investama Sedaya Tbk, PT Adaro Energy Tbk (coal & energy), and PT Tower Bersama Infrastructure Tbk (telecommunication towers). He is also the Chairman (Non-Executive) in Interra Resources Limited (oil and gas). A long-time proponent of education, he remains active in the community through his roles as co-founder of the William Soeryadjaya Foundation and is the member of the Board of Trustees of Ora Et Labora Foundation.

He was awarded as Ernst & Young Entrepreneur of the Year in 2010.

He earned a Bachelor’s degree in Business Administration from the University of Southern California, USA, in 1974.

Garibaldi Thohir/Member
Indonesian national, 54, appointed as Commissioner of the Company in December 2014, having been the President Director of the Company from 2012. He is a renowned entrepreneur and executive in the Indonesian business circle, most prominently as the President Director of PT Adaro Energy Tbk, the largest coalmine company in Indonesia. He earned a Bachelor of Science degree from the University of Southern California, USA, in 1988, and a Master’s degree in Business Administration from Northrop University, Los Angeles, USA, in 1989.

In a public company, Corporate Secretary plays a crucial role in maintaining a positive image for the Company by managing effective communication programs between the Company and its stakeholders. The Corporate Secretary reports directly to the President Director.

In line with its duties, function and responsibilities, the Corporate Secretary undertakes several activities such as:

1. Ensuring that the Company complies with the principles of Good Corporate Governance (GCG) and adhere to prevailing laws and regulations;
2. Organizing the GMS of the Company;
3. Managing information related to the Company’s business environment and establishing good relations with the capital market supporting institutions and the capital market regulator;
4. Coordinating and administering the meetings of the Board of Commissioners, Directors and Committees of the Company;
5. Maintaining effective communication to build the company’s corporate image;
6. Facilitating relationship between Company or Management with stakeholder;
7. Providing information to stakeholders concerning the condition of the Company.

The Company has appointed Adi Adriansyah Sjoekri as Temporary Corporate Secretary through the appointment letter from the Board of Directors dated 7 Februari 2018. The appointment of the Corporate Secretary is in accordance with POJK No. 35/POJK.04/2014 dated 8 December 2014 on Corporate Secretary of Public Company.

Members of Corporate Secretary

Adi Adriansyah Sjoekri/Corporate Secretary
Indonesian national, 53, acting as Corporate Secretary in February 2018. Previously, served as the President Director of the Company. Mr. Sjoekri has an extensive and solid background in the mining industry, both professionally and academically. He has more than 26 years of professional experience in the mining sector, working with major mining companies such as the Billiton Group, PT Newmont Nusa Tenggara and PT Newmont Pacific Nusantara, prior to being a consultant, and subsequently the Director of Sumatra Copper & Gold Plc. He earned a Bachelor of Applied Science degree in Geology from BCAE (Latrobe University), Bendigo, Australia, in 1987, and a Master of Science degree from the Colorado School of Mines, Golden, USA, in 1998. He also earned a Master of Business Administration degree from Monash University, Jakarta, in 2003. He is a member of the Indonesian Association of Geologists (IAGI), Indonesian Society of Economic Geologists (MGEI), Indonesian Mining Association (IMA), the Australasian Institute of Mining and Metallurgy (AusIMM), and Reclamation Forum on Ex-Mined Land (FRHLBT).

Business dynamics demands the Company to conduct comprehensive and integrated internal control. The function of the internal control system is carried out by the Board of Directors through the Internal Audit Unit. In performing its duties, the Internal Audit Unit works independently by referring to the Internal Audit Charter and directly reports to the President Director. At present, the Internal Audit Unit is chaired by Drs. Kumari, Ak based on the Resolution of the Board of Directors and has been approved by the Board of Commissioners by Circular Resolution dated 30 January 2015.

The Company expect to increase in members, further Internal Audit will have a stronger structure and will deliver more effective performance.

The vision of this Unit and the independent member is to become a useful partner for the business management of the Company through the analysis of information, analysis and objectives for the Company’s smooth operations.

The Internal Audit Unit adheres to an overall audit strategy that a high quality and transparent annual audit plan is critical for meeting the goals, objectives and mission of the Company to be a highly efficient mining company, fully committed to safety and promotes sustainable development and enviromental conservation. Internal Audit Unit utilizes professional standards and guidelines for the development of the annual audit plan.