Supporting Organs

 

Audit Committee

The Company's Audit Committee was formed to assist the Board of Commissioners in carrying out its supervisory function, to provide direction on the implementation of internal control and corporate audit, and to ensure that the company's management is in accordance with GCG principles and OJK Regulation No. 55/POJK.04/2015 regarding the Establishment and Guidelines for the Work Implementation of the Audit Committee. The activities of the Audit Committee must be reported to the Board of Commissioners and included in the annual report.

For the full Audit Committee Charter, please  download here .

The Audit Committee consists of three members: one independent commissioner, who acts as Chair, and two experts. The composition of the membership of the Audit Committee is as follows:

 

Nomination and Remuneration Function

The BoC has decided that the function of nomination and remuneration for the BoC and BoD shall be carried out by the BoC without establishing a committee of nomination and remuneration. As the party performing the nomination and remuneration function, the BoC delivers its expertise in providing professional supervision and strives to deliver the best in performing the duties, responsibilities and authority according to the Guideline for the Function of Nomination and Remuneration for the BoC and BoD.

In the implementation, the BoC acts independently by referring to FSA regulation No. 34/POJK.04/2014 on the Nomination and Remuneration Committee of the Issuers or Public Companies (“POJK 34/2014”). The company also has the Guideline for the Nomination and Remuneration Function, which is included in the BoC Charter.

In regard to the implementation, the BoC acts independently by referring to the Guideline of Nomination and Remuneration Function, which specifies the BoC’s relevant duties and responsibilities.

 

Regarding Nominations:

  1. Establish policies regarding: the composition of the BoC and BoD; the criteria required in the nomination process; and performance evaluation of BoC and BoD members;
  2. Assess the performance of the BoC and BoD members based on the policy;
  3. Establish policies regarding the BoC and BoD development programs; and
  4. Determine candidates for membership of the BoC and BoD to be submitted to GMS.

 

Remuneration function:

  1. Establish policies regarding the structure of the remuneration process and amounts; and
  2. Assess BoC and BoD members’ performance with reference to remuneration received.

 

The structure, policy and value of the remuneration of the BoC and BoD shall consider the following:

  1. Remuneration applied within the companies in the same industry and business size;
  2. The duties, responsibilities and authority of the BoC and BoD related to the achievement of the company’s goals and performance;
  3. Performance target of each member of BoC and BoD; and
  4. The balance between fixed and variable allowances.

 

Corporate Secretary

In accordance with SFA Regulation No. 35/POJK.04/2014 on Corporate Secretary of Issuers or Public Companies, public companies are obliged to appoint a Corporate Secretary who serves as a liaison between company and the shareholders and other stakeholders to ensure that the company complies with the capital market rules and regulations and other duties and responsibilities as stipulated by POJK 35/2014.

The corporate secretary functions are carried out by a division, namely Corporate Secretary Division, which reports directly to the President Director and maintains active communications with all BoD members and the personnel of other functions within the company.

Based on the Letter of Corporate Secretary Appointment of September 6, 2021, Corporate Secretary of PT Adaro Minerals Indonesia Tbk is Heri Gunawan, who also holds the position as the Company’s Finance Director. Corporate Secretary is appointed and dismissed by the BoD’s Decision. The appointment of Corporate Secretary is one of the measures within GCG implementation.

 

Internal Audit

The Internal Audit Function has carried out its duties and responsibilities in accordance with the Internal Audit Charter. The Board of Directors has given its full support to the internal audit activities and there were no restrictions on the scope and access for the Internal Audit Function. The role of the Internal Audit Function is to provide an objective and independent assurance and consultancy services for PT Adaro Minerals Indonesia Tbk and its subsidiaries in the areas of governance, risk management and control, to add value and improve the company’s operations.

The Internal Audit Function has an Internal Audit Charter as a mandate from the BoD to perform and execute its duties and responsibilities. The Internal Audit Charter was set by the Board of Directors and was approved by the Board of Commissioners on September 6, 2021.

For the full Internal Audit Charter, please download here .

The Internal Audit Function is led by Ivonne Honoris based on the Decree of the Appointment of the Head of the Internal Audit Unit and Determination of the Contents of the Internal Audit Charter dated September 6, 2021 that was approved by President Director and Board of Commissioners.