AUDIT COMMITTEE

The Audit Committee has the task of assisting the Board of Commissioners and monitoring functions, primarily related to the internal control system, financial statements and the external auditors, and review the Company's financial information and the implementation of examinations by the internal auditor  

Audit Committee Members

In accordance with OJK Regulation No. 55/POJK.04/2015 dated 23 December 2015 regarding the Establishment and Working Guidelines of Audit Committees, as well as the Company’s Audit Committee Charter, the Audit Committee consists of at least three members, including at least one Independent Commissioner of the Company who acts as Committee Chairman, and other external parties who are not related to the Company in any way.

 As of 20 September 2021, the composition of the Audit Committee is as follows:

Name

Position

Legal Basis of Appointment

Period

Roy Nicholas Mandey

Chairman

(Vice President Commissioner -

Independent)

BoC Resolution

No. 03/Dekom-MDS/IX/2021 dated 20 September 2021

2021-2024

Peter Chambers

Member (Independent)

BoC Resolution

No. 03/Dekom-MDS/IX/2021 dated 20 September 2021

2021-2024

Hasan M. Soedjono

Member  (Independent)

BoC Resolution

No. 03/Dekom-MDS/IX/2021 dated 20 September 2021

2021-2024

   

  

Independence of the Audit Committee Members

All the members and the chairman of the Audit Committee are independent parties whose appointment is based on their capacity, educational qualifications and professional background. They have no family or business affiliation with any member of the Board of Commissioners or Board of Directors, or any major shareholder, and no financial connection to the Company other than the compensation they receive for carrying out their duties as members of the Audit Committee and (in the case of the Chairman) the Board of Commissioners. These specifications comply with the provisions of OJK Regulation No. 55/POJK.04/2015 dated December 23, 2015 regarding the Establishment and Guidelines for the Work Implementation of the Audit Committee.

 Audit Committee Charter

Matahari’s Audit Committee Charter was adopted on 22 June 2020. The Charter outlines the general and specific duties of the Audit Committee, covering the following areas:

  • Structure of the Audit Committee;
  • Qualifications for Audit Committee Membership;
  • Duties and Responsibilities;
  • Authority and Objectives;
  • Audit Committee Meetings;
  • Reporting;
  • Term of Office.

The Audit Committee Charter can be found on our website at http://www.matahari.co.id/en/charters/audit-committee-charter/183.


Audit Committee Duties and Responsibilities

The Audit Committee serves the following purpose:

  • To ensure the Company’s compliance with the prevailing laws, regulations and corporate policies and procedures;
  • To enhance the efficiency and effectiveness of the implementation of corporate policies and procedures and of the protection of the Company’s assets;
  • To ensure reliable and accurate financial statements as a tool to measure the achievement of corporate goals

As specified in the Audit Committee Charter, the Audit Committee
carries out the following main duties:

1. To give opinions to the BoC on reports or information provided by the BoD to the BoC.

2. To identify matters that need the BoC’s attention.

3. To carry out other respective duties of the BoC, covering among others:

  • To review financial information to be released by the Company, such as financial statements, projections, and other related reports regarding financial information.
  • To thoroughly check and verify the Company’s compliance with capital market laws and regulations and other laws and regulations relevant to the Company’s activities.
  • To provide an independent opinion when the dissenting opinion occurs between the management and accountant for the service rendered.
  • To give recommendations to the BoC regarding the appointment of the External Auditor based on independence, scope of work and fee.
  • To thoroughly check and verify the implementation of examinations carried out by the Internal Auditors and the implementation of follow-up by the Company’s BoD in relation to the Internal Auditor’s findings.
  • To review and report to the BoC the various risks faced by the Company and the implementation of risk management activities by the BoD, if the Company does not have a risk review function under the Commissioners.
  • To review any decision that relates to accounting processes and financial reporting.
  • To review and give advice to the BoC in relation to the potential of conflict of interest.
  • To investigate any indications of a mistake in the resolution of the BoD meetings or any irregularity in implementing the resolutions of the BoD meetings. Such investigation can be conducted by the Audit Committee or independent party appointed by the Audit Committee on the Company’s expense.
  • To check and report to the BoC complaints related to the Company.
  • To report the implementation of risk management and the potential risks faced by the Company.
  • To safeguard the confidentiality of the Company’s confidential documents, data and information.

Independency of the Audit Committee

The Audit Committee members shall meet the independency requirements as stipulated in POJK 55/2015. All members of the Audit Committee are professionals in their field and selected based, among others, on integrity, competence, experience and knowledge in financial matters. They have no family or business affiliation with any member of the Board of Commissioners or Board of Directors, or any major shareholder, and no financial connection to the Company other than the compensation they
receive for carrying out their duties as members of the Audit Committee and (in the case of the Chairman) the Board of Commissioners.

Audit Committee Authority

To be able to execute these tasks effectively, the Audit Committee is authorised to access to all financial reports, internal audit findings and minutes from Board of Directors’ meetings, as well as information and records on the Company’s staff, funds, assets and other resources. The Audit Committee is also authorised to communicate directly and indirectly with Management, the Company’s staff, the Internal Audit Unit and the External Auditor, as necessary.

Meeting Frequency and Attendance

According to the Audit Committee Charter, and in compliance with OJK Regulation No. 55/POJK.04/2015, meetings should be held at least once every quarter, and should be attended by more than half the members. Every meeting must be minuted and reported to the BoC.
In 2020, the Audit Committee met 5 times with an attendance rate of 100%.

 Audit Committee Statement on the Effectiveness of the Internal Control System

The Audit Committee found the Company’s internal controls to be performing effectively in 2020. This assessment was based on the Committee’s own tests of the internal control system, including financial and operational controls, risk management and compliance, as well as discussions with management and the internal and external auditors.

 Audit Committee Report for 2020

In compliance with the regulation as stipulated in the BapepamLK’s regulation No. IX.I.5, Chairman of Bapepam’s Decree No. Kep-29/PM/2004 jo Kep-643/BL/2012 jo. OJK Regulation No. 55/POJK.04/2015 dated 29 December 2015 regarding Establishment And Guidelines Implementation of The Audit Committee’s Performance, the Indonesia Stock Exchange Regulation No. I-A regarding the Registration of Shares and Equity-like Securities Issued by Listed Companies dated 20 January 2014 and Financial Services Authority’s Regulation No. 13/POJK.03/2017 dated 27 March 2017 regarding The Application of Public Accountant Services and Public Accountant Firm in Financial Services Activities, we as the Audit Committee of the Company has performed the following:

1. Review of the Company’s Financial Statements and other financial information for one year period ended on 31 December 2020.
2. Review of the independency and objectivity of the External Auditor.
3. Review of the adequacy of the examination conducted by the External Auditor to ensure that all of the Company’s critical risks have been covered and adequately addressed, to include:

a. Areas where the internal control system is critical;
b. Potential areas to increase profitability and cost efficiency; c. Areas with high risk of authority abuse;
d. Areas sensitive to misconduct; and e. Operational, financial, and information technology aspects.

4. Evaluation of the appointment of the External Auditor recommended by the Audit Committee and jointly approved by the Board of Directors and Board of Commissioners.
5. Review of the effectiveness of the Company’s internal control.
6. Review of the Company’s compliance with the capital market and other laws relevant to its activities.