AUDIT COMMITEE

In carrying out its supervisory duties and providing advice to the Board of Directors, the Board of Commissiners established the Audit Committee through the decision letter V:02 T:01-2018. The Audit Committee is tasked with assisting the implementation of the duties and functions of the Board of Commissioners in order to ensure the effectiveness of application of GCG principles in every business process and oversee the implementation of the duties and responsibilities of the Board of Directors. Structurally, Audit Committee is positioned directly under the Board of Commissioners and is equivalent to other committees under the Board of Commissioners. In carrying out its duties, the Audit Committee coordinates with the Internal Audit Unit (IAU). The existence of the Audit Committee in the Company is in accordance with the development of applicable laws and/or company needs.

Legal Basis

The establishment and existence of the Company’s  Audit Committee is in accordance with normative regulations and the provisions of the applicable laws and regulations, among others:

1. PMK No. 88/PMK.06/2015 on the Implementation of Good Corporate Governance for Companies under the Guidance and Supervision of the Minister of Finance,
2. POJK No. 55/POJK.04/2015 on the Establishment and Implementation Guidelines of Audit Committee,
3. Decree of the Board of Commissioners No. 01/ KEP/DEKOM/2017 on Appointment of Members of the Audit Committee

Duties and Responsibilities

Duties and responsibilities of Audit Committee in accordance to the Audit Committee Charter shall be as the following :

1. Review on financial report that will be disseminated to public and/or authority such as financial reports, projection, and other reports related to the Company’s financial information;
2. Review on regulatory compliance on the Company’s activities;
3. Recommend independent opinion in case of dispute of opinions between management and public accountant;
4. Recommend Board of Commissioners about the Public Accountant appointment based on independency, scope of assignment and fee;
5. Review implementation of audit activities by internal auditors and monitor implementation of follow-up by Board of Director on internal auditors findings;
6. Review implementation of risk management’s activities performed by Board of Directors, in case of no available risk management committee under Board of Commissioner;
7. Review on complaints related to accounting process and the Company’s financial reports;
8. Review and recommend Board of Commissioners related to potential conflict of interest of the Company; and
9. Maintain confidentiality of documents, data and the Company’s information Audit Committee Profile

Membership Composition

The membership of the Company’s Audit Committee must consist of at least 3 (three) people and is chaired by an Independent Commissioner who also serves as a member. Meanwhile, other committee members are external parties who are independent or not employees of the company in the past year and shall not be concurrently serve as member of other committees within the company during the same period.  During 2020, there are 1 (one) times and 2 (two) times the succession to the heads and members of the Audit Committee.

Based on the Decree of the Board of Commissioners  No. KEP-03/KEP/Dekom/2020 dated December 23th 2020 on the Appointment of PT Sarana Multigriya Financial (Persero) Audit Committee Members, the Audit Committee membership is determined as follows:

Audit Committee Charter

RISK MONITORING COMMITTEE

The existence of the Risk Monitoring Committee within the the Company refers to the mandate of the Decree of the Board of Commissioners No. 05/KEP/DEKOM/2017 on the ratification of the risk Monitoring Committee. The Risk Monitoring Committee is a committee established by and responsible to the Board of Commissioners in order to support the implementation of the duties and responsibilities of the Board of Commissioners relating to the application of Risk Management in the Company and the application of the GCG principles.

Legal Basis

 The establishment and existence of the Company’s Risk Monitoring Committee is in accordance with the normative regulations and the provisions of the applicable laws and regulations, among others:

1. PMK No. 88/PMK.06/2015 on the Implementation of Good Corporate Governance in Limited Liability Companies under the Development and Supervision of the Minister of Finance
2. Board of Commissioners Pact

 Duties and Responsibilities of The Risk Monitoring Committee

 Pursuant to the Risk Monitoring Committee Charter, the following are a number of duties and responsibilities of the Company’s Risk Monitoring Committee, among others:

1. Review the Company’s financial information to be issued to the public and /or authorities. Introducing financial statements, projections and the others reports related to the Company’s financial information;
2. Review the compliance with laws and regulations relating to the Company’s activities;
3. Provide an independent opinion in the event of any disagreement between the management and the Accountant for the services;
4. Provide recommendations to the Board of Commissioners on the appointment of Accountant based on the independence, scope of assignment, and fees;
5. Review the implementation of audit done by internal auditor and supervise the implementation of follow up by the board of Directors on the findings from internal auditor.
6. Review risk management activities conducted by the Board of Directors, in the event the Company has no Risk Monitoring function under the Board of Commissioners;
7. Review complaints relating to the Company’s accounting and reporting process;
8. Review and advise the Board of Commissioners regarding the Company’s potential conflict of interest; and
9. Maintain the confidentiality of the Company’s documents, data and information.

Membership Composition

Membership of the Risk Monitoring Committee must consist of at least 3 (three) people and is chaired by  an Independent Commissioner who also serves as a member. Meanwhile, other committee members are external parties who are independent or not employees of the company in the past year and shall not concurrently serve as members of other committees in the Company during the same period. In the following table, PT Sarana Multigriya Financial (Persero) Risk Monitoring Committee Members as of 31 December 2019 can be viewed:

Risk Monitoring Committee Charter

NOMINATION AND REMUNERATION COMMITTEE

As one of the Company’s concrete measures to strengthen the supervisory function of the Board of Commissioners to assist the implementation of the functions and duties of the Board of Commissioners relating to Nomination and Remuneration for members of the Board of Directors and Board of Commissioners, this year the Company officially established the Nomination and Remuneration Committee based on the Decree No. 006/KEP/DEKOM/2019 dated 30 August 2019 on the Establishment of the Nomination and Remuneration Committee of PT Sarana Multigriya Financial  (Persero).  In  carrying  out  their   duties, the Nomination and Remuneration Committee is responsible directly to the Board of Commissioners, while continuing to coordinate with other supporting committees of the Board of Commissioners.

Legal Basis

The establishment and existence of the Company’s Nomination & Remuneration Committee is in accordance with the normative regulations and provisions of the applicable laws and regulations, including:

1. POJK No. 34/POJK.04/2014 on Nomination and Remuneration Committee of Issuers or Public Companies
2. PMK No. 88/PMK.06/2015 on the Implementation of Good Corporate Governance in Limited  Liability Companies under the Development and Supervision of the Minister of Finance
3. Board of Commissioners Pact

Duties and Responsibilities of the Nomination and Remuneration Committee

The following is a description of the duties and responsibilities of the Company’s Nomination and Remuneration Committee as stipulated in the Board of Commissioners’ Pact, as follows:

1. Nomination Function
   a) Provide recommendations to the Board of Commissioners regarding:
   i) Composition of positions of members of the Board of Directors and/or members of the Board of Commissioners
   ii) Policies and criteria required in the nomination process
   iii) Performance evaluation policy for members of the Board of Directors and/or the Board of Commissioners
   b) Assist the Board of Commissioners in evaluating the performance of members of the Board of Directors and/or the Board of Commissioners.
   c) Provide recommendations to the Board of Commissioners regarding the capacity building program for members of the Board of Directors and/or Members of the Board of Commissioners.
   d) Provide proposals for candidates who qualify as members of the Board of Directors and/ or Board of Commissioners to the Board of Commissioners to be submitted to the General Meeting of Shareholders.
2. Remuneration function
   a) Develop a remuneration structure for members of the Board of Directors and/or members of the Board of Commissioners.
   b) Prepare policies on remuneration for members of the Board of Directors and/or members of the Board of Commissioners.

Membership Composition

In the case of the Appointment of the Nomination & Remuneration Committee of PT Sarana Multigriya Finansial (Persero), it is determined that the membership of the Company’s Nomination & Remuneration Committee consists of 4 (four) people with descriptions as follows:

Nomination and Remuneration Committee Pact