INVESTOR RELATIONS

Audit & Risk Committee

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The Audit and Risk Committee is a supporting organ of the Board of Commissioners that was established to assist in carrying out the oversight duties and responsibilities on the financial reporting process, internal control system, audit process, GCG implementation, as well as monitoring compliance with the Company’s applicable laws and regulations.

Basis for the Establishment of the Audit and Risk Committee

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Basis for the establishment of the Audit Committee include:

1. Law No. 19 of 2003 on SOEs;
2. Regulation of the Minister of SOEs No. PER-05/MBU/2006 on Audit Committee in SOEs;
3. Bapepam Regulation No. IX.I.5 on the Establishment and Work Implementation Guidelines for the Audit Committee;
4. Regulation of the Minister of State-Owned Enterprises No. PER-09/MBU/2012 on the Implementation of Good Corporate Governance in SOEs;
5. Regulation of the Minister of State-Owned Enterprises No. PER-12/MBU/2012 on the Supporting Organs for the Board of Commissioners;
6. Financial Services Authority Regulation No. 55/ POJK.04/2015 on the Establishment and Work Implementation Guidelines for the Audit Committee.

Audit and Risk Committee Charter

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The Audit and Risk Committee Charter is as stated in the Audit and Risk Committee Charter No. SK.02.01/DEKOM. WG.001/2019 dated January 14, 2019, which was prepared in synergy with OJK Regulation No. 55/2015. In carrying out its performance, the Audit and Risk Committee is also guided by the Board Manual of PT Wijaya Karya Bangunan Gedung Tbk dated June 6, 2022.

Criteria of the Audit and Risk Committee

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The following is the criteria for appointing members of the Audit and Risk Committee:

1. Must have high integrity, ability, knowledge, experience in accordance with the field of work and be able to communicate well;
2. Must understand the financial statements, the Company’s business, particularly matters related to the Company’s services or business activities, the audit process, and the Laws and Regulations in the capital market sector as well as other relevant Laws and Regulations;
3. Must understand risk management, which includes the QHSE field;
4. Must comply with the Code of Conduct applicable in the Company;
5. Willing to continuously improve competence through education and training;
6. Able to work autonomously, independently, objectively, and professionally, with integrity and dedication;
7. Not a person in a Public Accounting Firm, Legal Consulting Firm, Public Appraisal Service Office, or other parties providing assurance services, non-assurance services, appraisal services and/or other consulting services to the Company within the last 6 (six) months;
8. Not a person who works or has the authority and responsibility to plan, lead, control or supervise the activities of the Company within the last 6 (six) months, except as an Independent Commissioner;
9. Has no shares directly or indirectly in the Company as evidenced by the signing of a statement of not owning shares, both directly or indirectly;
10. In the event that the Audit Committee Member acquires the Company’s shares either directly or indirectly as a result of a legal event, the shares must be transferred to another party within a period of no later than 6 (six) months after the acquisition of the shares;
11. Has no affiliation with members of the Board of Commissioners, members of the Board of Directors, or the Major Shareholders of the Company;
12. Has no business relationship, either directly or indirectly to the Company’s business activities.

Term of Office of the Audit and Risk Committee

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The following is the term of office of the Audit and Risk Committee:

1. The term of office of members of the Audit and Risk Committee may not be longer than the term of office of the Board of Commissioners as stipulated in the Financial Services Authority Regulation No. 55/POJK.04/2015 on the Establishment and Work Implementation Guidelines for the Audit Committee;
2. For members and/or Chairman of the Audit and Risk Committee who also serves as a member of the Board of Commissioners, the term of office as the Audit and Risk Committee ends together with the term of office as a member of the Board of Commissioners;
3. Audit and Risk Committee members who are not members of the Board of Commissioners and whose term of office has ended may be extended/re-appointed only for 1 (one) term of office;
4. The term of office for members of the Audit and Risk Committee who are not members of the Board of Commissioners of PT Wijaya Karya Bangunan Gedung Tbk is a maximum of 3 (three) years and can be extended once for a period of 2 (two) years, without prejudice to the right of the Board of Commissioners to dismiss them at any time.

Duties and Responsibilities of the Audit and Risk Committee

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In carrying out its function, the Audit and Risk Committee has the following duties and responsibilities:

1. Review the financial information to be issued by the Company to the public and/or the authorities, including financial reports, projections, and other reports related to the Company’s financial information;
2. Review the compliance with the laws and regulations in the Company’s activities;
3. Provide an independent opinion in the event of a difference of opinion between the Company’s management and the External Auditor/ Public Accountant on the services provided;
4. Provide recommendations to the Board of Commissioners regarding the appointment of Public Accountants and Public Accounting Firms based on independence, scope of assignments, and fees;
5. Monitor and evaluate the implementation of the Internal Audit Unit (IAU) duties;
6. Monitor and evaluate the conformity of the audit by the Public Accountant with the applicable auditing standards;
7. Monitor and evaluate the implementation of follow-up actions by the Board of Directors on the findings of the IAU and Public Accountants;
8. Review the risk management implementation activities carried out by the Board of Directors;
9. Review complaints related to the Company’s accounting and financial reporting processes;
10. Review and provide advice to the Board of Commissioners regarding potential conflict of interests;
11. Perform other duties assigned by the Board of Commissioners.

Authority of the Audit and Risk Committee

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The Audit and Risk Committee has the following authorities, among others:

1. Access necessary documents, data and information about the Company’s employees, funds, assets, and resources;
2. 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;
3. 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;
4. 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 and Risk Committee in 2022

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The Audit and Risk Committee consists of at least 3 (three) members of the Independent Commissioners and the appointed party from outside the Company is an external/ independent party who has the expertise and experience in accounting and/or finance and has a good understanding of the Corporate Governance and or the business of the Company and its subsidiaries. The Audit and Risk Committee is chaired by an Independent Commissioner who is assigned and appointed based on the Decision of the Board of Commissioners.

In 2022, there were three changes to the membership composition and structure of the Audit and Risk Committee, which were approved based on the Board of Commissioners’ Decision on Changes in the Audit and Risk Committee Organs of PT Wijaya Karya Bangunan Gedung Tbk through the following Decree:

1. No.SK.02.02/DEKOM.WG.01/2022 dated January 26, 2022
2. No.SK.02.02/DEKOM.WG.01/2022 dated February 2, 2022
3. No.SK.02.02/DEKOM.WG.02/2022 dated May 2, 2022

Composition of Audit and Risk Committee

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The structure and composition of the Audit and Risk Committee as of December 31, 2022 is as follows:

Profile of the Audit and Risk Committee

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Ketua-Joseph Prajogo
Joseph Prajogo’s profile can be viewed on the Board of Commissioners page.

Member-Sumadi
Sumadi’s profile can be viewed on the Board of Commissioners page.

Member-Darawati
Indonesian citizen, 57 years old, born in Jakarta, August 19, 1965. She holds a Bachelor’s degree in Civil Engineering from the Polytechnic University of Indonesia, Depok (1987). Served as the Audit and Risk Committee since May 2, 2022 based on the Decree of the Board of Commissioners of PT Wijaya Karya Bangunan Gedung Tbk No.SK.02.02/DEKOM.WG.02/2022 on Changes to the Audit and Risk Committee Organs of PT Wijaya Karya Bangunan Gedung Tbk.
The positions she has held are as follows:

• WIKA DBG Operations Commercial Manager (2007)
• Head of WEGE Commercial Division (2011)
• WEGE Area I Commercial Risk Manager (2014)
• Business Results Evaluation Bureau Manager (2016)

Independence of the Audit and Risk Committee

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Members of the Company’s Audit and Risk Committee are independent external parties and have no financial and/or family relationship with either the Majority Shareholders, Board of Commissioners or Board of Directors, and have met the requirements in the provisions of POJK No. 55/POJK. 04/2015 on the Establishment and Work Implementation Guidelines for the Audit Committee.

Audit and Risk Committee Meeting

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The provisions of the Audit and Risk Committee Meeting are as follows:

• The Audit and Risk Committee meetings are to be held at least 1 (one) time in a month or at least equal to the minimum requirements for the Board of Commissioners meeting as stipulated in the Decision of the Board of Commissioners No. SK.02.01/DEKOM.WG.001/2019 dated January 14, 2019 on the Audit and Risk Committee Charter. If necessary, the Audit and Risk Committee may hold special meetings;
• The Audit and Risk Committee meetings can only be held if it is attended by more than 1/2 (one half) of the members of the Audit and Risk Committee;
• The meetings are to be held based on the invitations and agendas that have been agreed prior to the meeting;
• The Audit and Risk Committee meetings are chaired by the Chairman of the Audit and Risk Committee. If the Chairman of the Audit and Risk Committee is unable to attend, the meeting is to be chaired by the Deputy Chairman of the Audit and Risk Committee or the most senior member of the Audit and Risk Committee;
• The decisions of the Audit and Risk Committee meetings are taken based on the deliberation to reach consensus;
• If deemed necessary, the Audit and Risk Committee may invite other parties related to the meeting material to attend the Audit and Risk Committee meeting. The Audit and Risk Committee meetings that are attended by parties other than members of the Audit and Risk Committee, will not be influenced by the opinions or differences in opinion that arise between the parties outside the Audit and Risk Committee;
• Every meeting of the Audit and Risk Committee must have minutes of meeting signed by all members of the Audit and Risk Committee who are present. The contents of the minutes of the meeting shall include the time and place of the meeting, meeting agenda, participants present, topics discussed, differences in opinion (if any), and the meeting decisions;
• Minutes of the Audit and Risk Committee meetings must be submitted to the Board of Commissioners;
• Minutes of meetings shall be documented in the Audit and Risk Committee document which is assisted by the Secretary to the Board of Commissioners in terms of its administration and storage.

Audit and Risk Committee Meeting Attendance Recapitulation

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Report on Duty Implementation of the Audit and Risk Committee in 2022

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The Audit and Risk Committee carried out its duties and responsibilities as set out in the following table.