The Audit Committee is a supporting organ of the Board of Commissioners that works collectively to assist the Board of Commissioners in reviewing and clarifying financial information, selecting, appointing and supervising independent auditors, and evaluating the implementation of internal audit functions, internal controls, compliance with laws and regulations and the Company’s risk management. The Company has appointed and formed the Audit Committee in accordance with the provisions stipulated in POJK No. 55/2015 and PBEI No. I-A.
1.1 The Financial Services Authority Regulation Number 55/POJK.04/2015 on the Establishment and Guidelines of Implementation of the Works of Audit Committee dated 23 December 2015.
1.2 The Financial Services Authority Regulation Number 33/POJK.04/2014 on the Board of Directors and the Board of Commissioners of Issuers or Public Companies dated 8 December 2014.
1.3 Decree of Indonesia Stock Exchange Number Kep-00001/BEI/01-2014 dated 20 January 2014 on Amendment to Regulation I-A on Listing of Shares and Equity-Type Securities Other Than Shares Issued by Listed Companies, specifically Clause e.2 of such Decree
1.4 Clause V.5 of Appendix I of the Decree of Indonesia Stock Exchange Number Kep-00001/BEI/01-2014 dated 20 January 2014 on Amendment to Regulation I-A on Listing of Shares and Equity-Type Securities Other Than Shares Issued by Listed Companies
2.1 The Audit Committee is a Committee formed by and responsible to the Board of Commissioners, with the aims to help and facilitate the Board of Commissioners in carrying out its supervisory duties and functions.
2.2 The Audit Committee Charter is an implementation guidelines for the Audit Committee, containing description of:
a. Duties and responsibilities;
b. Membership organization, structure, and requirements
c. Work protocols and procedures.
d. Meeting arrangement policies.
e. Activity reporting.
f. Stipulations on how to handle complaint or report regarding presumption of breach in financial statement.
g. Audit Committee's tenure.
h. Code of Conduct
i. Funding
3.1 Audit Committee's Duties and Responsibilities:
a. Audit of the Financial Statement and other finance related information to be released by the Company to the public and/or financial authorities such as Financial Statement, projection, and other reports regarding the Company's financial information;
b. Audit of the efficacy of the implementation of Internal Control;
c. Audit of the Company's compliance to Internal Regulations and Laws and Regulations pertaining to the Company's operations.
d. Giving independent opinion in case dissenting opinions arise between management and Accountant on the services provided;
e. Examination of the implementation of audit conducted by Internal Auditor and supervise the implementation of follow-up actions taken by the Board of Directors on Internal Auditor's findings;
f. Audit of the implementation of risk management activities taken by the Board of Directors;
g. Audit and suggestions to the Board of Commissioners regarding possible clash of interests of the Company;
h. Recommendations to the Board of Commissioners concerning the appointment of Public Accounting Firm based on independence, scope, and service costs;
i. Examination of the adequacy of audit carried out by the Public Accountant to ensure that all important risks have been considered; and
j. Examination of presumption of error in there solution taken at the Board of Directors' meeting or misconduct in the implementation of the resolution.
3.2 Audit Committee's Authorities :
a. Access to the Company's documents, data, and information regarding its employees, cash, assets, and resources should the need arise;
b. Direct line of communication with the employees, including the Directors and parties responsible to carry out internal audit, risk management, and Accountant regarding the duties and responsibilities of Audit Committee;
c. Involving independent parties external to the Audit Committee as needed to help carry out its duties should the need arise; and
d. Exercising other authorities granted by the Board of Directors.
4.1 The members of Audit Committee are appointed and discharged by the Board of Commissioners.
4.2 The Audit Committee is composed of 3 (three) persons. Of whom 1 (one) is an Independent Commissioner acting as Audit Committee Head and 2 (two) are independent non-Commissioner members.
4.3 The Audit Committee is headed by the Independent Commissioner.
4.4 The Independent Commissioner is obliged to fulfill the requirements as stipulated in the Decree of Indonesia Stock Exchange Number 33/POJK.04/2014 dated 8 December 2014 on the Board of Directors and the Board of Commissioners of Issuers or Public Companies as follows:
a. Not an employee or someone given authorities and responsibilities to plan, head, control, or supervise the Company's operations within the last 6 (six) months, except for reappointment as the Company's Independent Commissioners for the next term;
b. Not in direct or indirect ownership of the Company's shares;
c. Not affiliated to the Company, members of the Board of Commissioners, members of the Board of Directors, or the Company's Main Shareholders; and
d. Not having direct or indirect business relationship with the Company's business operations.
4.5 Audit Committee Membership Requirements are as follows:
4.5.1 The members of the Audit Committee shall:
a. Have high integrity, skills, knowledge, experience suited to their field of expertise, and good communication skills;
b. Have a good understanding of financial statements, the company's business especially those related to the services or business operations of the company, audit process, risk management, prevailing laws and regulations in Stock Exchange matters and other related laws and regulations.
c. Comply to the code of conduct of the Audit Committee as stipulated by the company.
d. Have at least one member who has received education in, and possesses expertise in, accounting and finance;
4.5.2. Have willingness to constantly improve their competencies by education and training.
4.5.3. Have no association whatsoever with Public Accounting Firm, Law Consultancy Firm, Public Asset Valuation Firm or other parties providing assurance services, non-assurance services, valuation services and/or other consultancy services to the Company within the last 6 (six) months;
4.5.4. Not an employee or someone given authorities and responsibilities to plan, head, control, or supervise the Company's operations within the last 6 (six) months, except as Independent Commissioner;
4.5.5. Not in direct or indirect ownership of the Company's shares;
4.5.6. In case a Audit Committee member receives the Company's shares directly or indirectly as repercussion of a legal incident, such shares must be diverted to other party within 6 (six) months at the latest after the act of receiving such shares;
4.5.7. Not affiliated to the members of the Board of Commissioners, members of the Board of Directors, or the Company's Main Shareholders; and
4.5.8. Not having direct or indirect business relationship with the Company's business operations.
5.1 Audit of Financial Statement and other financial informations to be released by the Company
a. Examination and evaluation on Annual Working Plan Budget and Long Term Plan of the Company.
b. Examination and evaluation on the audited and non-audited quarterly and yearly financial statements
c. Examination and evaluation on significant changes in number/value on the Balance Sheet and Profit/Loss Account.
d. Examination and evaluation on the" Others" Assets and Liabilities.
e. Examination and evaluation on the Realization Report of the Annual Working Plan Budget, as well as examining expenditure allocations with significant differences.
f. Holding periodic meetings with concerned work units and the Public Accountant tasked to audit the Company to obtain additional information and clarification on matters pertaining to accounting and finance.
g. Writing a report on the result of the examination and giving recommendations on matters that need to be brought to the Board of Commissioners' attention.
5.2 Audit of the efficacy of the implementation of Internal Control;
a. Examination and assurance that the Company possess a standard internal control system in accordance with accepted practices
b. Examination on the audit report written by Internal Audit Work Unit and Public Accountant tasked to audit the Company to ensure that internal control has been exercised properly.
c. Holding periodic meetings with work units pertaining to the internal control system and evaluation on the implementation there of.
d. Supervision and evaluation on the implementation of follow-up actions taken by the Board of Directors on the findings of the Internal Audit Work Unit and Public Accountant pertaining to internal control.
e. Writing a report on the result of the examination and giving recommendations on matters that need to be brought to the Board of Commissioners' attention.
5.3 Audit of the Company's compliance to Internal Regulations and Prevailing Laws and Regulations pertaining to the Company's operations.
a. Examination and evaluation on the Company's compliance to internal regulations and prevailing laws and regulations in the Stock Exchange and other regulations related to the Company's business (Taxation, Customs, and Permits).
b. Inspection on the audit results concerning compliance to internal and external regulations performed by the Internal Audit Work Unit and Public Accountant.
c. Examination and evaluation on financial statement's conformity to the prevailing reporting standards, namely PSAK and IFRS.
d. Writing a report on the result of the examination and giving recommendations on matters that need to be brought to the Board of Commissioners' attention.
5.4 Giving independent opinion in case dissenting opinions arise between management and Accountant on the services provided;
a. Receiving assignment from the Board of Commissioners
b. Examination on the problems at hand
c. Drawing conclusion and forming independent opinion
d. Delivering the report of the examination to the Board of Commissioners
5.5 Examination on the audit implementation of Internal Auditor
a. Evaluation on the annual work plan of Internal Audit Work Unit
b. Evaluation on audit programs and scope in order to realize the annual work plan of Internal Audit Work Unit.
c. Examination and evaluation on all significant findings delivered in the internal auditor report.
d. Holding periodic meetings with the Internal Audit Work Unit to discuss significant Audit findings and giving recommendations as needed in the implementation of audit by Internal Audit Work Unit.
e. Soliciting help from the Internal Audit Work Unit in order to conduct special audit/investigation in case an audit finding or information related to infringement of prevailing laws and regulations
f. Evaluation on the audit implementation carried out by Internal Audit Work Unit to ensure that the audit program was conducted within the right scope.
g. Writing a report on the result of the examination and giving recommendations on matters that need to be brought to the Board of Commissioners' attention.
5.6 Audit of risk management activities
a. Examination and evaluation on risk management policies enacted by the Board of Directors
b. Examination on audit report delivered by the Internal Audit Work Unit and Public Accountant, especially on findings related to significant risks and the follow-up actions taken to reduce such risks in the future
c. Holding periodic meetings with work units tasked to carry out market and operational strategy policies to discuss the possible risks and the actions needed to handle such risks.
d. Examination on all received informations regarding risk potential and, should the need arise, solicit help from Internal Audit Work Unit to investigate such informations.
e. Writing a report on the result of the examination and giving recommendations on matters that need to be brought to the Board of Commissioners' attention.
5.7 Examination on possible clashes of interest
a. Audit Committee conduct research and gather the materials needed in case there is a transaction containing possible clash of interest which holds material values.
b. Drawing conclusion on possible clash of interest.
c. Reporting the examination result to the Board of Commissioners to determine follow-up actions.
5.8 Recommendations to the Board of Commissioners regarding appointment of Public Accounting Firm
a. The main reference is the Decree of the Head of the Capital Market and Financial Institutions Supervisory Agency Number KEP-86/BL/2011 dated 28 February 2011 on Independence of Accountants Providing Services in the Stock Market,
b. Examination on the name and/or the reputation of the recommended Public Accounting Firm
c. Examination on the possibilities of a relationship between the recommended Public Accounting Firm, including its officials and staff, with the Company, including:
d. Based on the examination as explained in the points a, b, and c above, and considering/referring to the criteria stipulated in the General Meeting of Shareholders, namely:
Subsequently the Audit Committee shall deliver considerations and recommendations regarding appointment of Public Accountant and Public Accounting Firm to the Board of Commissioners, to be delivered at the General Meeting of Shareholders.
5.9 Inspection on the adequacy of audit performed by Public Accountant.
a. Holding meetings with concerned Public Accountant to discuss:
b. Examination and evaluation on all significant findings in the audit performed by Public Accountant.
c. Carrying out regular communication with the Public Accounting Firm auditing the Company to discuss matters needed to be communicated, including the following:
d. Performing supervision and evaluation on the compliance of the audit implementation carried out by Public Accounting Firm with prevailing audit standards
e. Delivering report on the result of the examination and giving recommendations on matters that need to be brought to the Board of Commissioners' attention.
5.10 Audit based on presumption of error regarding decision taken in the board of directors' meeting.
a. Waiting for order to examine by the Board of Commissioners
b. Doing research on said presumption of error
c. Performing audit based on the result of such research
d. Determining the conclusion of the examination.
e. Delivering the report of the examination to the Board of Commissioners
6.1 Audit Committee holds regular meeting at least (1) one time every (3) three months.
6.2 Audit Committee meeting can only be held if attended by more than 1/2 (one half) of its members.
6.3 Decision of Audit Committee is taken by mutual agreement to reach acclamation.
6.4 Each Audit Committee meeting is recorded in minutes, including in case dissenting opinions arise, signed by every present member of the Audit Committee and delivered to the Board of Commissioners.
7.1 Audit Committee is obliged to write a report to the Board of Commissioners on every assignment given by the Board of Commissioners.
7.2 Audit Committee is obliged to write annual report on the implementation of Audit Committee activity to be disclosed in the Company Annual Report.
8.1 Holding an extraordinary meeting to research and discuss the complaint, so as to determine whether a follow-up action should be taken or not.
8.2 In case a follow-up action is deemed necessary, the Audit Committee shall conduct further study and gather materials (data, documents, and other informations) to ensure that the complaint is just and necessitate a follow-up action.
8.3 Writing and delivering an extraordinary report to the Board of Commissioners.
9.1 The members of Audit Committee are appointed and discharged by the Board of Commissioners.
9.2 Audit Committee members' tenure shall not be longer than the tenure of the Board of Commissioners as regulated in the Company's Articles of Association and can only be reelected for one following period.
In performing its duties, the Audit Committee is obliged to abide by the stipulated Code of Conduct as follows:
10.1 Upholding integrity, professionalism and profession standard
10.2 In performing its duties and responsibilities, it shall be honest, objective and independent in the interest of the Company itself
10.3 Refraining from activities that violate laws, ethics, and prevailing norms in the society, as well as activities harmful to the Company's interest and goals.
10.4 Not receiving any reward in any way or shape outside that which has been stipulated as remuneration for its services
10.5 In delivering its opinions, it shall provide adequate and competent evidence to support such opinion, and shall not use information pertaining to the Company for personal gains
10.6 Obliged to keep Company information confidential and not disclosing said information except if such disclosure is permitted by the prevailing laws and regulations
10.7 Developing skill and professional expertise continually.
At the beginning of each year the Audit Committee proposes a budget for the implementation of its activities to the Board of Commissioners and such budget is part of the Board of Committee's budget.
This Audit Committee Charter is valid from the stipulated date with the provision that it can be reviewed at any time and adapted to the development in the prevailing laws and regulations according at the approval and/or request of the Board of Commissioners and correction shall be carried out should an error is found therein.
Signed in : Jakarta
Date : 24 Juni 2024
Board of Commissioners : PT KMI Wire and Cable Tbk
The Audit Committee cosists of three members, including one Chairman and two Members, as follow:
Currently she serves as an Independent Commissioner of the Company. She also served as Associate Director of Finance at PT Indexim Coalindo since 2018 and as a Member of the Audit Committee at PT Polychem Indonesia Tbk since 2020. She obtained Bachelor of Economics degree from the Open University in 2002. She has experience as General Manager of Operations at PT Bank Ganesha Tbk (1995-2012), as Director of Finance at PT Sinar Harapan Media (2013-2014), and as Senior General Manager at PT Gajah Tunggal Tbk.
Age : 48 years old
Citizenship : Malaysian
Legal Basis for Appointment : Minutes of Board of Commissioners’ Meeting of November 27, 2017
Education : Diploma in Accounting from Hong Kong Lingnan University (1993)
Work Experience :
Age : 54 years old
Citizenship : Indonesian
Legal Basis for Appointment : Minutes of Board of Commissioners’ Meeting of November 27, 2017
Education :
Work Experience :
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