Audit and Risk Committee
Audit & Risk Committee
Pursuant to the Company’s Board Manual, the Audit and Risk Committee is charged with assisting and being accountable to the Board in its efforts to assist the Board in carrying out its duties and responsibilities to promote the establishment of adequate internal oversight, to enhance the openness of financial reporting, to review the scope and accuracy of external auditor engagements, including, but not limited to, the reasonableness of audit fees, experience, independence and objectivity, and to implement and oversee the Company’s risk management.
Audit and Risk Committee Charter
The Company’s Audit and Risk Committee has an Audit Committee Work Manual/Charter, which was last updated and ratified on November 13, 2023 in accordance with SK.02.01/A.KOM.WG.07670/2023, which was prepared in harmony and synergy with the Regulation of the Financial Supervision Authority No. 55/POJK.04 /2015 on the Establishment and Implementation of Guidelines for the Work of the Audit Committee and Regulation of the Minister of State-Owned Enterprises No. PER-3/MBU/03/2023 on the Organs and Human Resources of State-Owned Enterprises, issued on March 20, 2023. In addition, the Company’s Audit and Risk Committee is also guided in the performance of its duties by the Manual of the Board of Directors, which was last approved on September 11, 2023.
Term of Office of the Audit and Risk Committee
The following is the term of office of the Audit and Risk Committee:
- The term of office of the members of the Audit Committee shall not be longer than the term of office of the Board of Commissioners as stipulated in the Regulation of the Minister of State-Owned Enterprises of the Republic of Indonesia No. PER-3/MBU/03/2023 on Organs and Human Resources of State-Owned Enterprises.
- Members of the Audit Committee who are members of the Board of Commissioners/Supervisory Board shall automatically cease to be members of the Audit Committee upon the expiration of their term as members of the Board of Commissioners/Supervisory Board.
- Members of the Audit Committee who are not members of the Board of Commissioners and whose term of office has expired may only be extended/reappointed for 1 (one) term of office;
- The term of office of the members of the Audit Committee who are not members of the Board of Commissioners of PT WIKA Gedung Tbk shall not exceed 3 (three) years and may be extended once for a term of 2 (two) years, without prejudice to the right of the Board of Commissioners to remove them at any time.
- In the event that a member of the Board of Commissioners/Supervisory Board who serves as the Chairman of the Audit Committee ceases to be a member of the Board of Commissioners/Supervisory Board, the Chairman of the Audit Committee shall be replaced by another member of the Board of Commissioners/Supervisory Board within 30 (thirty) days.
Duties and Responsibilities of the Audit and Risk Committee
The duties and responsibilities of the Audit and Risk Committee in assisting the Board in its oversight function are as follows:
- Review financial information that the Company releases to the public and/or to governmental authorities, including financial statements, projections and other reports relating to the Company’s financial information;
- Review the Company’s compliance with laws and regulations relating to the Company’s activities;
- Provide an independent opinion in the event of a disagreement between the Company’s management and the external auditor/public accountant regarding the services provided;
- Review with management and the External Auditor/ Public Accountant all matters that the External Auditor/ Public Accountant is required by professional standards to communicate to the Audit Committee;
- Make recommendations to the Board regarding the appointment of the External Auditor/Public Accountant based on independence, scope of work and fees.
- Review the conduct of audits by the Internal Audit Department (SPI) and oversee the implementation of the Board’s follow-up actions on SPI audit findings;
- Review the implementation of risk management activities by the Board of Directors;
- Review the effectiveness of the Company’s internal control system, including information technology controls and security;
- Review complaints regarding the Company’s accounting and financial reporting processes;
- Review and advise the Board regarding potential conflicts of interest of the Company.
Authority of the Audit and Risk Committee
In carrying out its duties and obligations, the Audit and Risk Committee has the following authorities:
- Access necessary documents, data and information about the Company’s employees, funds, assets, and resources;
- Communicate directly with employees, including the Board of Directors, Internal Audit Unit and other units in charge of risk management development, as well as External Auditors/Public Accountants regarding the duties and responsibilities of the Audit Committee;
- Involve independent parties other than members of the Audit and Risk Committee as needed to assist in carrying out their duties with the Board of Commissioners’ written approval;
- Carry out other authorities given and/or assigned by the Board of Commissioners determined through the mechanism of the Board of Commissioners’ Meeting and the Board of Commissioners’ Decision.
Number, Composition and Structure of the Audit Committee and Risks
Guided by POJK No. 55/.04/2015 on the establishment and working guidelines of the Audit Committee, the Audit and Risk Committee consists of at least 3 (three) members who are Independent Commissioners and parties from outside the Company who are appointed external/ independent parties who have expertise and experience in the field of accounting and/or finance and have a good understanding of corporate governance and/or the business of the Company and its subsidiaries. The Audit and Risk Committee shall be chaired by an independent member of the Board of Directors, who shall be appointed by resolution of the Board of Directors.
The composition and membership of the Audit Committee as of December 31, 2023 shall be determined based on the Board of Commissioners’ Decree No. SK.02.01/A. KOM.WG.02888/2023 dated June 7, 2023 on Changes to the Audit and Risk Committee of PT Wijaya Karya Gedung Gedung Tbk. Details on the composition and membership of the Audit and Risk Committee are shown in the table below. In general, the composition of the Audit Committee is in accordance with the Regulation No. PER-12/MBU/2012 of the Minister of State for State-Owned Enterprises and POJK No. 55/.04/2015, which requires one of the members of the Audit and Risk Committee to have an educational background or expertise in accounting or finance and one of them to have an understanding of the Company’s industry/ business.
June 7 – December 31 | January 1 – June 6, 2023 | |
---|---|---|
Chairman | Joseph Prajogo | Joseph Prajogo |
Member | Danis H. Sumadilaga | Sumadi |
Member | Darawati | Darawati |
Name | Position | Description | Expertise | Term of Office |
---|---|---|---|---|
Serves until end of fiscal 2023 | ||||
Joseph Prajogo | Chief of Experts in Audit and Risk Technical Sector | Independent Commissioner |
|
May 2, 2022 – May 2, 2024 |
Danis H. Sumadilaga | Member of Experts in Audit and Risk Technical Sector | Commissioner |
|
June 7, 2023 – June 7, 2025 |
Darawati | Member of Experts in Audit and Risk Technical Sector | Independent Party |
|
May 2, 2022 – May 2, 2024 |
Replaced before fiscal 2023 ends | ||||
Sumadi | Member of Experts in Audit and Risk Technical Sector | Commissioner |
|
May 2, 2022 – June 6, 2023 |
Independence of the Audit and Risk Committee
In accordance with the provisions of POJK No. 55/.04/2015, all members of the Audit and Risk Committee of the Company have declared their independence that they will always work professionally, independently and objectively. This is in line with the existence of independent commissioners among the members of the Audit and Risk Committee, i.e. independent parties who come from outside the Company and have no financial and/or family relations with the major shareholders, the Board of Commissioners or the Directors.
Independence Aspects | Joseph Prajogo | Danis H. Sumadilaga | Darawati |
---|---|---|---|
Has no financial relationship with the Board ofCommissioners and Board of Directors | |||
Has no management relationship in the Company, its subsidiaries, or affiliated companies | |||
Has no share ownership in the Company | |||
Does not have family relationship with the Board of Commissioners, the Board of Directors, and/or fellow members of the Audit and Risk Committee | |||
Does not serve as administrators of political parties and/or government officials |
Audit and Risk Committee Meeting
The implementation of the Audit and Risk Committee meetingmust meet the following requirements:
- Meetings of the Audit and Risk Committee shall be held at least 1 (one) time per month or at least as often as the minimum requirements for meetings of the Board of Commissioners, as set forth in the Board of Commissioners’ Decree no: SK.02.01/DEKOM. WG.07670/2023 dated November 13, 2023 regarding the Charter of the Audit and Risk Committee. If necessary, the Audit and Risk Committee may hold meetings or extraordinary meetings;
- Meetings of the Audit and Risk Committee may only be held if more than 1/2 (one half) of the members of the Audit and Risk Committee participate;
- Meetings shall be held on the basis of notices and agendas agreed upon prior to the meeting;
- Meetings of the Audit and Risk Committee shall be chaired by the Chairman of the Audit and Risk Committee. If the Chairman of the Audit and Risk Committee is unable to attend, the Vice Chairman of the Audit and Risk Committee or the most senior member of the Audit and Risk Committee shall chair the meeting;
- Decisions of the Audit and Risk Committee meetings are made on the basis of deliberation in order to reach consensus;
- If deemed necessary, the Audit and Risk Committee may invite other parties related to the subject matter of the meeting to attend the Audit and Risk Committee meeting. Audit and Risk Committee meetings attended by parties other than members of the Audit and Risk Committee shall not be influenced by opinions or disagreements between parties outside the Audit and Risk Committee;
- Minutes of each Audit and Risk Committee meeting shall be prepared and signed by all members of the Audit and Risk Committee present at the meeting. The content of the minutes shall include the time and place of the meeting, the agenda of the meeting, the participants present, the topics discussed, the disagreements (if any) and the decisions of the meeting;
- Minutes of the Audit and Risk Committee meetings shall be submitted to the Board;
- The minutes of the meetings are documented in a collection of Audit and Risk Committee documents, the management and retention of which is supported by the Secretary of the Board of Commissioners.
Audit and Risk Committee Meeting Attendance Recapitulation
Name | Position | Number of Required Meeting Attendance | Number of Meeting Attendance | % of Attendance |
Serves until end of fiscal 2023 | ||||
Joseph Prajogo | Chief of Experts in Audit and Risk Technical Sector | 38 | 38 | 100% |
Danis H. Sumadilaga | Member of Experts in Audit and Risk Technical Sector | 24 | 24 | 100% |
Darawati | Member of Experts in Audit and Risk Technical Sector | 38 | 38 | 100% |
Replaced before fiscal 2023 ends | ||||
Sumadi | 14 | 14 | 100% |
Implementation of Audit and Risk Committee Duties and Activities in 2023
The various tasks and activities to be performed by the Audit Committee in 2023 are as follows:
No | Subjects in Audit and Risk Committee Charter | Activities Realization |
1. | Review the financial information that will be issued by the Company to the public and or the authorities, including the financial reports, projections, and other reports related to the financial information of the Company. | Review the following:
|
2. | Review the implementation of the audit by the Internal Audit Unit (IAU) and supervising the implementation of follow-up actions on audit findings by the Board of Directors. | Monitor and evaluate the implementation of SPI's duties and the development of follow-up on SPI's audit results during 2023, as well as evaluate SPI's performance achievements periodically through coordination meetings with SPI. |
3. | Provide an independent opinion in the event of a difference of opinion between the management and the accountant for the services provided. | Monitoring and evaluating the implementation of the provision of audit services for the consolidated financial reports of PT Wijaya Karya Gedung Gedung Tbk for the fiscal year 2022 by KAP Amir Abadi Jusuf, Aryanto Mawar and Partners (RSM Indonesia). |
4. | Review the compliance of PT Wijaya Karya Bangunan Gedung Tbk with the laws and regulations relating to the activities of PT Wijaya Karya Bangunan Gedung Tbk. | Review of PT Wijaya Karya Gedung Gedung Tbk's compliance with laws and regulations related to the activities of PT Wijaya Karya Gedung Gedung Tbk through the SPI Audit Report. |
5. | Provide recommendations to the Board of Commissioners regarding the appointment of External Auditor/ Public Accountant based on independence, scope of assignment, and fees. | Make recommendations to the Board of Commissioners regarding the appointment of KAP Amir Abadi Jusuf, Aryanto, Mawar and Rekan (RSM Indonesia) to conduct the audit of the consolidated financial statements of PT Wijaya Karya Gedung Gedung Tbk for the period ending December 31, 2022. |
6. | Review the risk management implementation activities carried out by the Board of Directors. | Review and analyze the operational and corporate risk profile of PT Wijaya Karya Gedung Gedung Tbk. |
7. | Discuss the business and financial results of PT Wijaya Karya Gedung Gedung Tbk. | Discuss the business and financial results of PT Wijaya Karya Bangunan Gedung Tbk with the Head of the Business Results Evaluation Bureau and the Head of the Finance Bureau. |
8. | Other assignments. | Review and analyze the company's monthly summary |