Corporate Governance

Audit Comittee

Audit Comittee

The Board of Commissioners establishes the Audit Committee of PT Gajah Tunggal Tbk based on OJK regulation NO. 55/POJK.04/2015 regarding the establishment and implementation of the guidelines for the tasks of the Audit Committee, as well as referring to the Decision of the Director of Indonesia Stock Exchange No.: Kep- 00001/BEI/01-2014 dated 20 January 2014 regarding Amendment to Regulation No. I-A concerning equity such as securities listings issued by a listed company.

The main duty of the Audit Committee of the Company is to assist the Board of Commissioners in implementing its supervisory function by providing professional and independent information and recommendations as stipulated in the Audit Committee Charter. Details of the duties and responsibilities of the Companys Audit Committee are available in the Audit Committee Charter found on the Companys website (www. gt-tires.com).

Audit Committee Profile

Lim Kee Hong – Head
Profile of the Head of Audit Committee is available in the section on Board of Commissioners profile.

Danny Kartadinata – Member
Mr. Kartadinata was appointed as a member of the Companys Audit Committee in 2018. He graduated from Tarumanagara University with a Bachelors Degree in Accounting. Currently, Mr. Kartadinata is the Accounting Manager of PT Indonesia Prima Property Tbk.

Lina Wong – Member
Lina Wong was appointed as a member of the Companys Audit Committee in 2018. She obtained a Bachelors Degree in Accounting from Atma Jaya Catholic University in 1996. Currently, Mrs. Wong is the Accounting Manager of PT Satya Mulia Gema Gemilang.

Audit Committee Independency

The Companys Audit Committee is chaired by an Independent Commissioner and has two professional members who are appointed from external parties, with a relevant background that supports the Companys business. In implementing their duties, the Audit Committee acts professionally and independently. This statement of independence of the Audit Committee is in line with POJK No. 55/POJK.04/2015.

Duties and Responsibilities of Audit Committee

The main duty of the Audit Committee is to assist the Board of Commissioners in carrying out its supervisory role by providing professional and independent information and recommendations as stated in the Companys Audit Committee Charter with regards to the following matters:

  1. Review the financial information, such as Periodic Financial Reports, projections and other financial information of the Company, that will be released to the public and/or authorities, and ensure that such information is accurate and reliable
  2. Review the Companys compliance with the laws and regulations that are related to the Companys activities
  3. Provide an independent opinion in case of a disagreement between the management and accountant regarding the services they provided
  4. Review the assessment by the Internal Auditor and follow-up actions by the Board of Directors on internal audit findings to avoid any possible misconduct in financial reporting, misuse of assets and violations against laws and regulations
  5. Review the implementation of risk management activities undertaken by the Board of Directors
  6. Examine complaints related to the accounting process and financial reporting of the Company
  7. Analyse and advise the Board of Commissioners on any potential conflict of interest
  8. Safeguard the confidentiality of Companys data, documents, and information
  9. Review the independence and objectivity of the Public Accountant, and provide recommendations to the Board of Commissioners regarding the appointment of the Public Accounting Firm, to be communicated during the GMS
  10. Examine the adequacy of the review performed by the Public Accountant to ensure all essential risks have been taken into consideration and
  11. Perform an assessment of alleged errors in decision taken during the Board of Directors meeting or a deviation in its implementation.

Performance of Duties in 2021

During the year 2019, the Audit Committee has carried out duties and responsibilities as stipulated in the Regulation of the Financial Services Authority Number 55/POJK. 04/2015 dated 23 December 2015 regarding the Establishment and Implementation Guidelines of the Audit Committee Works, in addition to the other provisions stipulated in the Companys Audit Committee Charter. The Audit Committee held 4 (four) meetings, and the results of the meetings have been reported to the Board of Commissioners.

The following is the summary of work carried out by the Audit Committee in 2021:

  • Discussed with the external auditors on nature and scope of the audit before the commencement of audit
  • Reviewed the financial reports for 2021 annual results with the management and external auditors, and recommended their adoption by the Board of Commissioners
  • Reviewed external auditors management letters and managements responses
  • Held private sessions with external auditors in the absence of the management team
  • Reviewed the external auditors independence and made recommendations to the Board on the re-appointment of the external auditors
  • Reviewed internal audit plan prepared by the Internal Audit department
  • Reviewed and discussed quarterly internal audit reports and significant audit observations as well as monitored the implementation of audit recommendations
  • Reviewed recent updates and development of accounting and financial reporting standards and assessed their impact on our Group.

Nomination and Remuneration Committee/function

Until the end of 2019, the Company has not established a Nomination and Remuneration Committee. The Board of Commissioners took on the function of nomination and remuneration based on the approval from shareholders in the GMS.

Internal Audit Unit

The Internal Audit Unit is a work unit or division which assumes the Internal Audit function and is independent and objective. Internal Audit aims to elevate the Companys values and improve the operations through a systematically approach, by evaluating and enhancing the effectiveness of risk management, control, and corporate governance process. Internal Audit Unit is established based on the Regulation of Financial Services Authority No. 56/POJK.04/2015 concerning the Establishment of and Guidelines to Formulate the Charter of Internal Audit Unit. The Companys Internal Audit Unit conducts its duties and functions in line with the set Internal Audit Charter.

Profile of Head of Internal Audit

Rudy Pryana, an Indonesian citizen, was appointed as the Head of the Companys Internal Audit in 2011. He joined Gajah Tunggal in 2009 as the Head of Sales Administration Department. Before joining the Company, he worked at Pricewaterhouse Coopers for almost five years, rising to the senior auditor position. He graduated from the University of Arizona with a Bachelor degree in Accounting and MIS.

The key responsibilities of the Internal Audit Unit:

  • preparing and implementing the annual internal audit plan
  • evaluating the implementation of internal controls and risk management system
  • evaluating the efficiency and effectiveness of the Companys internal controls in finance, accounting, operations, human resources, marketing and information technology
  • providing professional and independent recommendations for improvements to the audited unit
  • conducting special audits as required and
  • preparing reports on audit findings for the President Director and the Board of Commissioners.

Duty implementation of Internal Audit Unit in 2019

During 2019, the Companys Internal Audit Unit has carried out audit activities with the main focus on Mixing Centrs, Spare Parts, ITGC, Tire Cord Production Planning and Production, and Procurement.

Corporate Secretary

The Corporate Secretary is appointed and dismissed based on the Decision of Board of Directors, and the position can be assumed by a member of the Board of Directors. The Companys Corporate Secretary position has been adjusted to the latest Regulation of Financial Services Authority No. 35/POJK.04/2014 dated 8 December 2014, concerning the position of Corporate Secretary in Issuers or Public Companies.
Corporate Secretary Profile, Kisyuwono, is available under the section on Board of Directors profile.

Duties and Responsibilities of Corporate Secretary

The main duty of the Corporate Secretary is to ensure that the Company complies with and abides by the laws, regulations and stipulations in the capital market. Also, the Corporate Secretary functions as the spokesperson for communicating the Companys policies and achievements to the shareholders, investors, capital market analysts, mass media, general public, government officials and capital market supervisor.

Duty Implementation of Corporate Secretary

The Corporate Secretary had carried out various duties in communicating the policies and achievements of the Company to the shareholders, investors, capital market analysts, mass media, general public, government officials and capital market supervisor.