Committees
 

Audit Committee

The Audit Committee was established based on the Regulation of the Minister of SOEs no. PER-12/ MBU/2012 concerning the Supporting Organizations of the Board of Commissioners/Supervisory Board of SOEs and the Regulation of the Financial Services Authority No. 55/POJK.04/2015 On the Establishment and Implementation Guidelines of the Audit Committee.

The Audit Committee is an organ of the Board of Commissioners with the duties to assist the Board of Commissioners in ensuring the effectiveness of the internal control system and the effectiveness of duties implementation of external and internal auditors, as well as other related tasks. The Audit Committee’s oversight responsibilities are governed by the Charter of the Audit Committee set forth on October 28, 2015 stipulated under the Board of Commissioners’ evaluated decisions to ensure compliance with the Rules of the Financial Services Authority and other applicable regulations.

On 3 August 2017, the Board of Commissioners of the Company with Decree of the Board of Commissioners Number KEP-49/KOM-KS/ VIII/2017, stipulates the new Audit Committee membership, so that the composition of the Audit Committee of Book Year 2017 shall be as follows:

 

Chairman (Independent Commissioner)

 

Appointed as Independent Commissioner at AGMS fiscal year 2016 on March 29, 2017, also the Chair of Audit Committee at PT Krakatau Steel (Persero) Tbk. At present also serves as the Expert Staff of Defense and Security at Wantannas. Received training and education at AKABRI-DARAT (1984) with last rank as Major General in position Expert Staff Field Hankam Setjen Wantannas (June 2016). He also has a Bachelor Degree of Economic from Krisnadwipayana University in 1996.

Member

Rallyati A. Wibowo

Born in Jakarta on February 22, 1960. Currently still serves as a Lecturer at the Faculty of Economics, University of Indonesia and a member of the Audit Committee of University of Indonesia. Graduated from University of Indonesia (1985) majoringin Accounting, then continued Masters Degree with Master of Accounting at the University of Indonesia (2010). Her professional certifications include Chartered Accountant (CA) and Investment Manager Representative from The Committee for Capital Market Professional Standards (2001).

Hotman Napitupulu

Born in Porsea, March 6, 1956. Graduated Bachelor of Accounting from Universitas Sumatera Utara (1982), and then continued Masters Degree with Master of Business Administration at The University of Hull England. His professional certifications among others, Accountants with State register No. RNA 3312 (Ministry of Finance of the Republic of Indonesia) and Professional Accountant No. 11.D2773 (Indonesian Institute of Accountants). He also has experience as Director of Industrial Supervision and Distribution at BPKP (2015 - March 2016).

Business Development and Risk Management Monitoring Committee (PU & PMR)

The Company established the Business Development and Risk Management Monitoring Committee (PU & PMR), in addition to the Audit Committee, to support its business development plans  and various projects. This committee has been set up pursuant to the Regulation of the Minister of SOE No. Per-12/MBU/2012 on Supporting Organs of the Board of Commissioners/Board of Trustees of SOEs, The Business Development & Risk Management Monitoring Committee (PU & PMR) is an organ of the Board of Commissioners whose task is to assist the Board of Commissioners to ensure that the investment and business development plan can proceed as planned and benefit the Company, while taking into account all risks and mitigation measures , as well as other related tasks. Overall Task, esponsibility & Authority of Business Development and Risk Management Monitoring Committee (PU & PMR) are contained on Charter of of Business Development and Risk Management Monitoring Committee (PU & PMR).

 

Composition of the Business Development and Risk Management Monitoring Committee of the Company is based on the Decree of the Company’s Board of Commissioners KEP-88/KOM-KS/ XII/2016 dated December 6, 2016, Concerning the Composition of the Members of the Company’s PU & PMR Committee. The Composition of the PU & PMR is as follows:

 

Chairman

born in Manado on October 24, 1964 (aged 54 years old), domiciled in Jakarta. Appointed as Independent Commissioner at AGMS fiscal year 2015 on April 4, 2016, and appointed as Chair of the Business Development and Risk Management Monitoring Committee (PU & PMR). Completed his education in Industrial Engineering at the Industrial Management University of the Indonesian Ministry of Industry (1990) and Applied Finance from the University Western of Sydney (1997-1998). Prior to joining the Company, he worked as a financial and investment consulant for the last 26 years, with the last position as Investor Relation Consultant for PT Bank Tabungan Negara Tbk (2014).

 

Vice Chairman

born in Mentok – Bangka, March 24, 1963, domiciled in Jakarta. Appointed as Commissioner at the GMS fiscal year 2015 on April 4, 2016. Currently also serves as 3rd Deputy of Infrastructure Coordination at the Ministry of Maritime Coordinator. Earned his Bachelor’s Degree from Geology Department of Bandung Institute of Technology (1989), and Master’s Degree from Geomorphology Department of ITC Netherland (1993), and Doctoral Degree from Geography Department of Texas A&M University, U.S.A (1999).

Member

Natsir Jafar

He was born in Makassar on August 15, 1956. In addition to his position at PT Krakatau Steel, he has also held the positions of a Financial & Business Advisor at PLTA Poso, PLTM Soluanua, PLTM Ussumalili, and PLTM Mappung since January 2001. He holds a Bachelor’s Degree in Accounting from the Economic Faculty of the University of Indonesia (1983) and a Master’s Degree in Financial and Business Management from the Indonesian Management Institute (1992).

Felix Harya Wedyarsa

He was born in Malang on September 14, 1968. He completed his Bachelor Degree in Industrial Engineering from Sepuluh Nopember Institute of Technology in Surabaya (1992), and Master of Science in Industrial Economics at the University of Asia & The Pacific (UA & P) in the Philippines (1997). Prior to joining the Committee he held the positions of a Director at PT Redstone International (2012-2016);

NOMINATION AND REMUNERATION FUNCTION

In accordance with the Financial Services Authority Regulation No. 34/POJK.04/2014 regarding the Nomination and Remuneration Committee of an Issuer or a Public Company, and in particular Article 2, the Company is required to have a Nomination and Remuneration Function. The Nomination and Remuneration Function assists the Board of Commissioners.

 

Based on the Board of Commissioners’ Decree No. KEP-52/KOM-KS/VI/2018 Regarding the Distribution of Duties Between the Members of the Board of Commissioners, the Nomination and Remuneration Function is chaired by the Commissioner Mr. Nanang Pamuji Mugasejati.

 

Profile Nomination & Remuneration Function Chairman

 

born in Yogyakarta, Juni 4, 1965, (52 years old), domiciled in Sleman, D.I.Y. Appointed as Commissioner at the GMS fiscal year 2016 on March 29, 2017. Currently working as a lecturer of International Relations Faculty of Social and Political Science, Gadjah Mada University, Yogyakarta. Bachelor’s Degree in International Relations from Gadjah Mada University and a Ph.D from International Development, Nagoya University, Japan (2002)

The members of the Nomination and Remuneration Committee shall be independent and performing their duties collectively. When performing its duties, the committee can be assisted by an independent consultant. The duties and responsibilities of the Nomination and Remuneration Committee are contained in the Board Manual, and include assisting the Board of Commissioners in:

1.     Assessing the performance of the members of the Board of Directors and/or the Board of Commissioners based on the benchmarks that have been prepared for the purpose of evaluation.

2.     Proposing eligible candidates as members of the Board of Directors and/or the Board of Commissioners to the Board of Commissioners for submission to the GMS.

3.     Providing recommendations to the Board of Commissioners about the remuneration structure, remuneration policy, and amount of remuneration.

 

 

Remuneration Policy of the Board of Directors and the Board of Commissioners

In order to determine the remuneration of the members of the Board of Directors and the Board of Commissioners, the Company refers to the Regulation of the Minister of SOEs no. PER-04/MBU/2014, which has been amended by the Minister of SOE Regulation No. PER-01/MBU/06/2017 and the Regulation of the Minister of SOE No. PER-06/MBU/06/2018 concerning the Guidelines for the Stipulation of Directors, the Board of Commissioners and the Supervisory Board of SOEs. The regulation is the Company’s reference point when setting up its remuneration structure, as well as the remuneration of the members of the Board of Directors and the Board of Commissioners. The Board of Commissioners proposes the amount of remuneration to the Series A Dwiwarna Shareholders based on study results and the realization of KPI achievement and the financial condition of the Company.

 

 

Succession Policy for Directors

In order to ensure a transparent and accountable election and replacement of the members of the Board of Directors, the Company refers to the conditions and procedures set under the Minister of State-Owned Enterprises Regulation No. PER-03/MBU/02/2015 regarding Conditions, Procedures of the Appointment and Dismissal of Directors of SOEs. The Company evaluates leading candidates through various development programs and the Talent Management System, and selects candidates assessed as having personal qualities, experience, and expertise adequate to fill the post of a Director. To be eligible to become a member of the Board of Directors, candidates must meet the requirements outlined in PER-03/MBU/02/2015, and pass the Feasibility and Compliance Test conducted by professional (independent) institutions. The candidates are evaluated by a team formed by the Minister and the Board of Commissioner (Chairman of the Nomination & Remuneration Committee).