A. Audit Committee
The Audit Committee is a committee assigned to assist the Board of Commissioners (BOC) in assessing the adequacy of the internal control system, the adequacy of report and disclosure of financial statements, monitoring the planning and implementation of investment programs, as well as other duties set forth in the Audit Committee Charter. The Audit Committee aims to ensure the effectiveness of the internal control system and the fulfillment of good governance principles.
Audit Committee Qualifications
The members of the Audit Committee shall have the following qualifications:
Appointment and Dismissal of the Audit Committee
The Audit Committee is appointed and dismissed by the BOC and reported to the General Meeting Shareholders (GMS). Members of the Audit Committee may be dismissed when the tenure expires. The members may also be terminated based on the Decree of the BOC should they fail to perform their duties as expected and / or due to incompetence. The tenure for an Audit Committee member who is not a member of the BOC is a maximum of three years and this may be extended once for a two-year term.
Appointment and dismissal of the Audit Committee in 2019:
Composition of Audit Committee/strong>
The composition of Audit Committee Pupuk Kaltim, for the period of 1 January to 31 December 2019 in accordance with the Decree of BOC Pupuk Kaltim is as follows:
The profile of Zulkifli Arman is presented in the section "Profile of the Board of Commissioners"
The GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee was established since 2 August 2018 I accordance with the Decision of Pupuk Kaltim’s BOC No. KEP-10/ KOM-PKT/2018 Regarding the Establishment and Appointent of members of GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee of Pupuk Kaltim. The objective is to support the supervisory duties related to effective and efficient implementation of GCG, Risk Management and Investment and in line with prevailing laws and regulations.
GRI Committee Qualifications
Based on the GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment
Committee Charter, Committee members must be qualified as follows:
1. GCG-Risk Management, Nomination, Remuneration, HR Development and Investment Committee Members must have the following qualifications:
a. High integrity, adequate capability, knowledge and experience, and able to communicate well;
b. Understand GCG, financial report, company’s line of business, framework and process of risk
management, investment value and adequate knowledge on laws and regulations related to the
Capital Market as well as other related laws and regulations;
c. Understand the management of Human Resources consisting of HR development, HR organization
and remuneration based on merit system.
2. At least one of the GCG-Risk Management, Nomination, Remuneration, HR Development and
Investment Committee members must have the educational background and expertise in GCG, risk
management and investment appraisal.
3. Not an employee of an Accounting Firm, Law Firm or other parties that provide attestation and non-
attestation services and/or other consulting services to Pupuk Kaltim within the last six months.
4. Not an employee of Pupuk Kaltim with the authority and responsibility for planning, directing, controlling and supervising Pupuk Kaltim’s activities within the last six months, except for the Independent Commissioner.
5. Do not own direct or indirect shares in Pupuk Kaltim. In the event that any member of the GCGRisk
Management, Nomination, Remuneration, HR Development, and Investment Committee obtains Pupuk
Kaltim’s shares, either directly or indirectly as a result of a legal event, the shares must be transferred to
another party within a maximum period of six months after obtaining the shares.
6. Not affiliated with Pupuk Kaltim, the BOC, BOD, Shareholders, and public companies.
7. Do not have business relations either directly or indirectly related to the Company’s business
8. Do not have any other relations that may affect their ability to act independently.
Appointment and Dismissal of the GRI Committee
In accordance with the charter of GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee members are appointed and dismissed by the Board of Commissioners and reported to the GMS.
The term of office of members of the GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee who are not members of the BOC is set at maximum of 3 (three) years and may be dismissed at any time based on the decision of the BOC in the event the concerned members fail to perform their duties as set forth and/or due to incompetence. The term of office may also be extended once for a two-year term.
Composition of GRI Committee
In Accordance with the Decree of BOC No. KEP-15/KOM-PKT/2019 dated 31 May 2019, there has been a composition amendment in GRI Committee regarding the BOC tasks division. The GRI Committee compositions in 2019 are as follows:
Chairman of the GCG, Risk Management, Nomination, Remuneration, HR Development, and Investment Committee.
Member of GCG, Risk Management Oversight and Investment Committee
Lien Herliani Kusumah
Member of GCG, Risk Management Oversight and Investment Committee
Serving as Operation and Production Director of Pupuk Kaltim since August 25, 2020, Born in Yogyakarta, October 26, 1965.
Starting career at Pupuk Kaltim in 1990, General Manger of Technology and Manufacturing at PT Pupuk Indonesia (Persero) in 2011-2016. Graduated with a bachelor degree in Chemical Engineering from Gadjah Mada University (1990). Previsiously served as Technical and Development Director of PT Pupuk Kujang.
Serving as Director of Finance and General of Pupuk Kaltim since August 25, 2020. Born in Solo on December 19, 1962. Obtained a Bachelor`s Degree in Mechanical Engineering at the Bandung Institute of Technology in 1978 and a Master in Management at the University of Indonesia, Depok. Previously served as Commercial Director at PT Rekayasa Industri.
Serving as the President Director of Pupuk Kaltim since August 25, 2020. Born in Yogyakarta on April 13, 1970. He obtained a Bachelor of business Administration Degree from The University of Texas, Austin in 1992, Master Degree in Public Administration from Harvard University, Jhon F. Kennedy School of Gevernment, Cambridge in 2013. Previously served as President Director of PT Petro Kimia Gresik (2018-2020)
Has served as Commissioner of Pupuk Kaltim since August 25, 2020 ,Born in Makassar, June 30, 1979. Obtained a Bachelor's degree in Economics from Hasanudin University in 2013 and Obtained Master's Degree in Social Development at the University of Indonesia in 2017. Previously served as a special staff Head of BKPM RI.
Has served as Commissioner of Pupuk Kaltim since October 18, 2019. Born in Nganjuk, February,2, 1961. He obtained a Bachelor degree of Land & Water Conservation (Watershed Management) at the Faculty of Forestry, Gadjah Mada University, Yogyakarta (1985) and holds a Masters Degree in Soil & Water Conservation (Watershed Management), Department of Forestry, Faculty of Agriculture, Kyushu University, Fukuoka, Japan (1993) and Achieved a Doctoral Degree in Soil & Water Conservation (Watershed Management), Department of Forestry, Faculty of Agriculture, Kyushu University, Fukuoka, Japan (1996). Previously served as President Commissioner of PT Perkebunan Nusantara VIII.
Has served as the President Commissioner of Pupuk Kaltim since October 18, 2019. Born in Cirebon, 24 May 1961. Obtained a Bachelor of Agricultural Product Technology at Bogor Agricultural Institute, Masters in Post Harvest Technology at Bogor Agricultural Institute and Doctorate in Agricultural Engineering at Bogor Agricultural Institute. Previously served as Secretary General of the Ministry of Agriculture (2019-Present).
Has served as Commissioner of Pupuk Kaltim since April 23, 2020. Born in Klaten, 20 October 1955. Started his career in Pupuk Kaltim since 1981. Previously served as The Director of Engineering and Development in PT Pupuk Kujang Cikampek (2001 – 2004), The Director of Production in PT Petrokimia Gresik (2004 – 2010), The Director of Engineering and Development in PT Pupuk Sriwidjaja Palembang (2010 – 2012) and President Director of PT Pupuk Sriwidjaja Palembang (2012 – 2015). Also, serve as President Commissioner of PT Pupuk Iskandar Muda (2015 – present). Graduated with a Bachelor’s degree in Chemical Engineering from Gajah Mada University, Yogyakarta in 1980.
Has served as Commissioner of Pupuk Kaltim since August 25, 2020, Born in Makassar, September 13, 1961. Previously the Independent Business of Making Coal Briquettes, Activist Forum Organization 77-78, Organization of the People's Sovereignty Movement & Social Justice (Petisi-50), Civil Society Movement Organizations and Transitional House Infrastructure working group organizations.
Has served as Commissioner of Pupuk Kaltim since Oktober 18, 2020. Born in Madiun, June, 5, 1963. Obtained a Bachelor's degree of Social science and political science degree from Indonesian University (1989), and Master of Southeast Asian Studies in National University of Singapure (1996), and earned a Doctorate in Departement of Political Science, National University of Singapore (2003).