AUDIT COMMITTEE
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:
- Acting with good integrity, and possessing sufficient knowledge and work experience in the field of supervision or inspection;
- Having no interests in personal relationships that may cause negative impacts or conflicts of interest with Pupuk Kaltim;
- Having the ability to communicate effectively;
- Having the ability to provide sufficient time to complete tasks;
- The member of the Audit Committee must have an educational background or expertise in accounting or finance, and must comprehend the industry and the Company's business;
- Having sufficient knowledge about regulation and legislation related to the Company's activities;
- Must not be an associate of any public accounting firm, any law firm, or any other party which has provided audit or other advisory services to the Company for a period of one year prior to being appointed to the Audit Committee;
- Must not be a key employee of the Company one level below the Board of Directors (BOD) for a period of one year prior to being appointed by the Board of Commissioners (BOC);
- Not affiliated with Pupuk Kaltim, BOC, BOD, or Main Shareholders;
- Does not have a business relationship directly or indirectly related to the business activities of Pupuk Kaltim.
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.
There were dismissals and appointments of the Audit Committee in 2024, including:
- Board of Commissioners Decree No. KEP-03/KOM-PKT/2024 concerning Dismissal of Pupuk Kaltim’s Board of Commissioners Audit Committee Members Wahyu Tantular Tunggul Kuncahyo;
- Board of Commissioners Decree No. KEP- 04/KOM-PKT/2024 concerning Appointment of Pupuk Kaltim’s Board of Commissioners Audit Committee Members Patria Sugeng K.
COMPOSITION
COMPOSITION OF AUDIT COMMITTEE
In 2024 there were changes in the composition of the Audit Committee which is adjusted to the Decree of the Company's Board of Commissioners No.KEP-04/KOM-PKT/2024 dated Januari 26th, 2024 concerning the Audit Committee Members Appointment Patria Sugeng K. so that the composition of the GRI Committee is as follows:
EKA SASTRA (Chairman)
The profile of Eka Sastra is presented in the section "Profile of the Board of Commissioners"
Anggota:
-Patria Sugeng K-Jemitra
GRI COMMITTEE
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:
- GCG-Risk Management, Nomination, Remuneration, HR Development and Investment Committee Members must have the following qualifications:
- High integrity, adequate capability, knowledge and experience, and able to communicate well;
- 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;
- Understand the management of Human Resources consisting of HR development, HR organization and remuneration based on merit system.
- 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.
- 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.
- 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.
- 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.
- Not affiliated with Pupuk Kaltim, the BOC, BOD, Shareholders, and public companies.
- Do not have business relations either directly or indirectly related to the Company’s business activities.
- 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.
There were dismissals and appointments of the GRI Committee in 2024, including:
- Board of Commissioners Decree No. KEP-09/KOM-PKT/2024 dated April 30th 2024 concerning Good Corporate Governance Committee – Risk Management, Nomination, Remuneration, HR Development and Investment (GRI Committee) Members Dismissal Wahyu Supriyanto;
- Board of Commissioners Decree No. KEP-10/KOM-PKT/2024 dated 30 April 2024 concerning Good Corporate Governance Committee – Risk Management, Nomination, Remuneration, HR Development and Investment (GRI Committee) Members Dismissal. Wijaya Laksana;
- Board of Commissioners Decree No. KEP- 11/KOM-PKT/2024 dated 1 May 2024 concerning Good Corporate Governance Committee – Risk Management, Nomination, Remuneration, HR Development and Investment (GRI Committee) Members Appointment Budi Mulia Utama Hasibuan; And
- Board of Commissioners Decree No. KEP-12/KOM-PKT/2024 dated 1 May 2024 concerning Good Corporate Governance Committee – Risk Management, Nomination, Remuneration, HR Development and Investment (GRI Committee) Membersm Appointment Yetty Endarwati.
COMPOSITION OF GRI COMMITTEE
In 2024 there are changes to the composition of the GRI Committee in line with Commissioners Decree No. KEP- 11/KOM-PKT/2024 concerning Good Corporate Governance Committee – Risk Management, Nomination, Remuneration, HR Development and Investment (Committee GRI) Members Appointment Budi Mulia Utama Hasibuan and Commissioners Decree No. KEP- 12/KOM-PKT/2024 dated 1 May 2024 concerning Good Committee Members Corporate Governance – Risk Management, Nomination, Remuneration, HR Development and Investment (GRI Committee) Members Appointment Yetty Endarwati so that the composition of the GRI Committee is as follows:
MUSTHOFA (Chairman of the GCG, Risk Management, Nomination, Remuneration, HR Development, and Investment Committee)
Musthofa is a member of Pupuk Kaltim BOC that is functioned as the Chairman of the GRI Committee. Responsible to coordinate and monitor the implementation of duties of every member of the GRI Committee. The complete profile of Musthofa can be seen in the Profile of BOC.
Anggota:
-Budi Mulia Utama Hasibuan-Yetty Endarwati