Contact Info
Cyber 2 Tower Lantai 26 Jl. H.R.
Rasuna Said Blok X-5, No. 13 Jakarta 12950 - Indonesia corsec@alamtriminerals.id +6221 2553 3060
Organ Pendukung
Corporate Governance

Supporting Organs

 

Audit Committee

Legal Basis for the Establishment of the Audit Committee 

The Audit Committee is a committee established by the Board of Commissioners to assist in performing the duties and functions of the Board of Commissioners in accordance with the Financial Services Authority Regulation Number 55/POJK.04/2015 dated December 23, 2015, concerning the Establishment and Guidelines for the Implementation of the Audit Committee Work ("POJK 55").

Audit Committee Charter

The Audit Committee has an Audit Committee Charter as a guideline in executing its duties and responsibilities. The Audit Committee Charter can be viewed on the attached hyperlink  click here

Duties and Responsibilities of the Audit Committee 

The Audit Committee is committed to complying with the Audit Committee Charter in performing its duties and functions in a manner that consistently supports the Board of Commissioners according to the principles of Good Corporate Governance (GCG) and applicable regulations.

As regulated in the updated Audit Committee Charter, the duties and responsibilities of the Audit Committee include the following:

  1. Review of financial information to be issued by the Company to the public and/or authorities, such as financial statements, projections, and other reports related to the Company's financial information;
  2. Review of compliance with laws and regulations related to the Company's activities;
  3. Provide an independent opinion in the event of a disagreement between management and the Public Accountant (AP) and/or Public Accounting Firm (KAP) regarding the services provided;
  4. Provide recommendations to the Board of Commissioners regarding the appointment of a Public Accountant and/or Public Accounting Firm;
  5. Evaluate the implementation of audit services on annual historical financial information by the AP and/or KAP and submit the results to the Board of Commissioners no later than 6 (six) months after the end of the fiscal year;
  6. Review of examinations by internal auditors and supervise the implementation of follow-up actions by the Board of Directors on internal auditor findings;
  7. Review of risk management implementation activities conducted by the Board of Directors;
  8. Process complaints related to the Company's accounting and financial reporting processes;
  9. Review and provide advice to the Board of Commissioners regarding the Company's potential conflicts of interest;
  10. Maintain the confidentiality of the Company's documents, data, and information.

Statement of Independence

To maintain independence, each member of the Audit Committee is required to meet the independence requirements as regulated in the Audit Committee Charter as follows:

  1. Must not be an insider of a Public Accounting Firm (KAP), Legal Consultant Office, Public Valuer Services Office, or other parties providing assurance services, non-assurance services, valuation services, and/or other consulting services to the relevant Company within the last 6 (six) months.
  2. Must not be a person who works or has the authority and responsibility to plan, direct, control, or supervise the Company's activities within the last 6 (six) months, except for Independent Commissioners.
  3. Must not hold shares directly or indirectly in the Company. In the event that an Audit Committee member acquires Company shares either directly or indirectly due to a legal event, such shares must be transferred to another party within a maximum period of 6 (six) months after the acquisition of the shares.
  4. Must not have an affiliated relationship with members of the Board of Commissioners, members of the Board of Directors, or the Controlling Shareholders of the Company.
  5. Must not have a business relationship, either directly or indirectly, related to the Company's business activities. 

Profiles of the Chairman and Members of the Audit Committee

Nomination and Remuneration Function 

The Board of Commissioners decided that the nomination and remuneration function for the Board of Commissioners and the Board of Directors will be conducted directly by the Board of Commissioners, without forming a nomination and remuneration committee.

In its execution, the Board of Commissioners acts independently with reference to the Guidelines for the Nomination and Remuneration Function, which set forth the relevant duties and responsibilities of the Board of Commissioners.

Roles performed related to nomination:

  1. establish policies regarding the composition of the Board of Commissioners and the Board of Directors, the criteria needed in the nomination process, and the performance evaluation of the members of the Board of Commissioners and the Board of Directors;
  2. assess the performance of members of the Board of Commissioners and the Board of Directors based on the policies;
  3. establish policies regarding capability development programs for the Board of Commissioners and the Board of Directors; and
  4. determine candidates for members of the Board of Commissioners and the Board of Directors to be submitted to the GMS. 

Roles performed related to remuneration:

  1. establish policies regarding the structure, policy, and amount of remuneration; and
  2. assess the performance of the Board of Commissioners and the Board of Directors with reference to the remuneration received.

For the complete Guidelines for the Nomination and Remuneration Function, please  click here

Committees and Supporting Organs of the Board of Directors

Corporate Secretary

As a public company, the Company is required to have a Corporate Secretary function in accordance with the Financial Services Authority Regulation Number 35/POJK.04/2014 concerning the Corporate Secretary of Issuers or Public Companies. The Corporate Secretary has the duties and responsibilities to facilitate communication between corporate organs, plan and formulate corporate governance policies, and ensure the effectiveness of corporate communication with external individuals and institutions, including investors and other capital market participants, while continuing to adhere to the code of ethics, governance principles, and corporate values. 

The Corporate Secretary reports directly to the Board of Directors and is appointed and dismissed by a decision of the Board of Directors. The appointment of the Corporate Secretary is one of the implementation steps of GCG. The Corporate Secretary is prohibited from holding concurrent positions in any other issuers or public companies.

Internal Audit

The Internal Audit function has executed its duties and responsibilities in accordance with the Internal Audit Charter. The Board of Directors has provided full support for internal audit activities, and there have been no restrictions on the scope or access for the Internal Audit Function.  

In addition to complying with the Adaro Values and the Adaro Group Code of Conduct, the Internal Audit function also adopts the professional code of ethics for internal auditing issued by the IIA. Every internal auditor of the Company is required to read, understand, and sign the Code of Ethics.  

The Internal Audit function plays a role in providing independent and objective assurance and consulting services for the Company and its subsidiaries regarding governance, risk management, and control, to add value and improve the company's operations.

For the complete Internal Audit Charter, please click here

Internal Audit Officials

Duties and Responsibilities

The Internal Audit Function has the following duties and responsibilities, among others:

  1. prepare a flexible annual audit plan using a risk-based methodology;
  2. execute the annual audit plan and perform special audits when necessary;
  3. test and evaluate the implementation of internal controls and risk management systems in accordance with the Company's policies and applicable regulations;
  4. conduct examinations and assessments of efficiency and effectiveness in all areas, including finance, accounting, operations, human resources, marketing, information technology, and other activities;
  5. provide improvement recommendations and objective information regarding the examined activities at all relevant levels of management;
  6. prepare audit result reports and submit such reports to the Board of Directors, the Board of Commissioners, and the Audit Committee;
  7. monitor, analyze, and report on the implementation of suggested corrective actions;
  8. collaborate with the Audit Committee;
  9. formulate and implement a Quality Assurance and Improvement Program to evaluate the activities of the Internal Audit Function; and
  10. coordinate with other assurance functions (e.g., Health Safety & Environment, Legal and Compliance, Risk Management, external auditors) to optimize assurance efforts regarding the Company's governance, risk management, and control processes.

Structure and Position

The Internal Audit Function is independent and reports directly to the President Director. To maintain objectivity, internal auditors must not hold concurrent duties and positions with the implementers of operational activities of the Company and its subsidiaries. 

Furthermore, internal auditors must sign a Conflict of Interest Statement annually to ensure they do not have potential conflicts of interest in executing their duties and responsibilities, and if any exist, the company will take the necessary actions to address such conflict of interest risks.

Internal Audit Practices

Internal audit practices are conducted based on the International Standards for the Professional Practice of Internal Auditing issued by the Institute of Internal Auditors (IIA). Internal audit work standards have been formalized into an Internal Audit Standard Operating Procedure.

Use of Information Technology

To facilitate its activities, the Internal Audit Function utilizes information technology as needed, such as for working papers, an internal audit portal for knowledge management, timesheets, a corrective action database, and data analysis software tools.

Quality Assurance and Improvement Program

To ensure continuous improvement in its audit quality, the Internal Audit Function implements a quality assurance and improvement program which includes the following:

  • conducting surveys to obtain feedback from management;
  • performing self-assessments and peer reviews on each audit assignment to ensure compliance with applicable internal audit guidelines; and
  • conducting self-assessments on compliance with OJK regulations and alignment with IIA Standards.

The results of the quality assurance and improvement program are summarized and discussed annually to be incorporated into continuous improvement projects. This quality assurance and improvement program has been carried out periodically and has yielded highly positive evaluations. The results of this quality assurance and improvement program are reported to the Board of Directors and the Audit Committee on a regular basis.