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Company Committee

A. Audit Committee

The Audit Committee is a committee assigned to assist the Board of Commissioners (BOC) in assessing the adequacy of the internal control system, the adequacy of report and disclosure of financial statements, monitoring the planning and implementation of investment programs, as well as other duties set forth in the Audit Committee Charter. The Audit Committee aims to ensure the effectiveness of the internal control system and the fulfillment of good governance principles.

 

Audit Committee Qualifications

The members of the Audit Committee shall have the following qualifications:

  1. Acting with good integrity, and possessing sufficient knowledge and work experience in the field of supervision or inspection;
  2. Having no interests in personal relationships that may cause negative impacts or conflicts of interest with Pupuk Kaltim;
  3. Having the ability to communicate effectively;
  4. Having the ability to provide sufficient time to complete tasks;
  5. The member of the Audit Committee must have an educational background or expertise in accounting or finance, and must comprehend the industry and the Company's business;
  6. Having sufficient knowledge about regulation and legislation related to the Company's activities;
  7. Must not be an associate of any public accounting firm, any law firm, or any other party which has provided audit or other advisory services to the Company for a period of one year prior to being appointed to the Audit Committee;
  8. Must not be a key employee of the Company one level below the Board of Directors (BOD) for a period of one year prior to being appointed by the Board of Commissioners (BOC);
  9. Not affiliated with Pupuk Kaltim, BOC, BOD, or Main Shareholders;
  10. Does not have a business relationship directly or indirectly related to the business activities of Pupuk Kaltim.

 

Appointment and Dismissal of the Audit Committee

The Audit Committee is appointed and dismissed by the BOC and reported to the General Meeting Shareholders (GMS). Members of the Audit Committee may be dismissed when the tenure expires. The members may also be terminated based on the Decree of the BOC should they fail to perform their duties as expected and / or due to incompetence. The tenure for an Audit Committee member who is not a member of the BOC is a maximum of three years and this may be extended once for a two-year term.

 

Appointment and dismissal of the Audit Committee in 2019:

  1. In accordance with the Decree of the BOC No. KEP-02/KOM-PKT/2019 dated 25 January 2019 on the honorable dismissal of the member of the Audit Committee on behalf of the late Yulius Nur.
  2. In accordance with the Decree of the BOC No. KEP-03/KOM-PKT/2019 dated 28 January 2019 on the appointment of Wahyu Tantular Tunggul Kuncahyo as a member of Audit Committee BOC Pupuk Kaltim.
  3. In accordance with the Decree of the BOC No. KEP-15/KOM-PKT/2019 dated 31 May 2019 on the Divisions of Tasks, BOC appointed member of BOC Zulkifli Arman as The Chairman of The Audit Committee.
  4. In Accordance with the Decree of the BOC No. KEP-19/KOM-PKT/2019 dated 19 July 2019 on the appointment of Jemitra as a member of the Audit Committee BOC Pupuk Kaltim.

 

Composition of Audit Committee

The composition of Audit Committee Pupuk Kaltim, for the period of 1 January to 31 December 2019 in accordance with the Decree of BOC Pupuk Kaltim is as follows:

Eka Sastra

Chairman

The profile of Eka Sastra is presented in the section "Profile of the Board of Commissioners"

 

Wahyu T.T Kuncahyo

Member

Place and Date of Birth

:

Jakarta, 27 June 1960

Age

:

59 Years Old

Educational Background

:

  1. Bachelor Degree in Accounting & Auditing from Indonesian State College of Accountancy (1991)
  2. Master Degree Majoring Accounting and Development Finance (1993)
Career History

:

  1. Special Staff of BPKP Public Relations Officer (1999)
  2. PT Permodalan Nasional Madani (PNM) with last position as Director (2001-2009)
  3. President Commissioner of PT PNM Techno Venture (2008-2009) Associate Partner - Microbanking & Microfinance Management Services Consultant at PT Wahana Investasi Nusantara (2009-present)
  4. Expert Staff of President Director in Risk Management at PT Jasa Sarana Jabar (2010-2011)
  5. Member of Business Risk Committee at PT Perkebunan Nuasantara VIII (2010-2012)
  6. Member of the Audit Committee of PT Indonesia Power (2010-2013)
  7. Consultant in the field of GCG, Internal Control Structure, Risk Management in Cuadrant Consultants (2012-present)

 

Jemitra

Member

Place, Date of Birth

:

Jakarta, 8 December 1971

Age

:

48 Years Old

Educational Background

:

Bachelor Degree in Economy, Universitas Indonesia (1996)

Career History

:

  1. First Officer PT Bank ArthaGrahaInternasional (1997-2001)
  2. Officer PT Asuransi Allianz Utama Indonesia (2001-2006)
  3. Started as Manager with the last position as Assistant Vice President of Policy and Procedure Department at PT Bank QNB Indonesia Tbk (2006-2012)
  4. Started as Head of Internal Audit Work Unit with last position as Head of Operations, Risk Management and Compliance Division at PT Asuransi Chubb Syariah Indonesia (2012-2018)
  5. Entrepreneurship (2018-present)

 

GCG Committee

The GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee was established since 2 August 2018 I accordance with the Decision of Pupuk Kaltim’s BOC No. KEP-10/ KOM-PKT/2018 Regarding the Establishment and Appointent of members of GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee of Pupuk Kaltim. The objective is to support the supervisory duties related to effective and efficient implementation of GCG, Risk Management and Investment and in line with prevailing laws and regulations.

 

GRI Committee Qualifications

Based on the GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee Charter, Committee members must be qualified as follows:

  1. GCG-Risk Management, Nomination, Remuneration, HR Development and Investment Committee Members must have the following qualifications:
  • High integrity, adequate capability, knowledge and experience, and able to communicate well;
  • Understand GCG, financial report, company’s line of business, framework and process of risk management, investment value and adequate knowledge on laws and regulations related to the Capital Market as well as other related laws and regulations;
  • Understand the management of Human Resources consisting of HR development, HR organization and remuneration based on merit system.
  1. At least one of the GCG-Risk Management, Nomination, Remuneration, HR Development and Investment Committee members must have the educational background and expertise in GCG, risk management and investment appraisal.
  2. Not an employee of an Accounting Firm, Law Firm or other parties that provide attestation and non-attestation services and/or other consulting services to Pupuk Kaltim within the last six months.
  3. Not an employee of Pupuk Kaltim with the authority and responsibility for planning, directing, controlling and supervising Pupuk Kaltim’s activities within the last six months, except for the Independent Commissioner.
  4. Do not own direct or indirect shares in Pupuk Kaltim. In the event that any member of the GCGRisk Management, Nomination, Remuneration, HR Development, and Investment Committee obtains Pupuk Kaltim’s shares, either directly or indirectly as a result of a legal event, the shares must be transferred to another party within a maximum period of six months after obtaining the shares.
  5. Not affiliated with Pupuk Kaltim, the BOC, BOD, Shareholders, and public companies.
  6. Do not have business relations either directly or indirectly related to the Company’s business activities.
  7. Do not have any other relations that may affect their ability to act independently.

 

Appointment and Dismissal of the GRI Committee

In accordance with the charter of GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee members are appointed and dismissed by the Board of Commissioners and reported to the GMS.

The term of office of members of the GCG-Risk Management, Nomination, Remuneration, HR Development, and Investment Committee who are not members of the BOC is set at maximum of 3 (three) years and may be dismissed at any time based on the decision of the BOC in the event the concerned members fail to perform their duties as set forth and/or due to incompetence. The term of office may also be extended once for a two-year term.

 

Composition of GRI Committee

In Accordance with the Decree of BOC No. KEP-15/KOM-PKT/2019 dated 31 May 2019, there has been a composition amendment in GRI Committee regarding the BOC tasks division. The GRI Committee compositions in 2019 are as follows:

 

Musthofa

Chairman of the GCG, Risk Management, Nomination, Remuneration, HR Development, and Investment Committee

Musthofa is a member of Pupuk Kaltim BOC that is functioned as the Chairman of the GRI Committee. Responsible to coordinate and monitor the implementation of duties of every member of the GRI Committee. The complete profile of Musthofa can be seen in the Profile of BOC.

 

Patria Sugeng

Member of GCG, Risk Management Oversight and Investment Committee

Place, Date of Birth

:

Surabaya, 6 April 1964

Usia

:

55 Years Old

Educational Background

:

  1. Bachelor of Engineering majoring in Chemical Engineering, Institut Teknologi Sepuluh November (1987)
  2. Master of Chemical Engineering, Institut Teknologi Bandung (1995)

Career History

:

  1. GM Technology at PT Pupuk Sriwidjaja Palembang (2015-2016)
  2. SVP Tecnology Manufacturing at PT Pupuk Indonesia (Persero)(2016-present)


Wahyu Suprianto

Member of GCG, Risk Management Oversight and Investment Committee

Place, Date of Birth

:

Wonosobo, 25 August 1962

Age

:

58 Years Old

Educational Background

:

  1. Sarjana Ilmu Komunikasi  Fakultas Ilmu Sosial & Politik Universitas Sebelas Maret (1987)

Career History

:

  1. Staf Utama II Direktur SDM & TKK, PT Pupuk Indonesia (Persero) (2016)
  2. Advisor CSR Pupuk Indonesia Holding Company Grup (2018)
  3. Komite GRI PT Pupuk Kalimantan Timur (2020)