The Board of Commissioners Charter is a document prepared to regulate matters relating to the implementation of supervision and responsibilities of the Board of Commissioners for the benefit of PT Mutuagung Lestari Tbk. (“Company”) and in accordance with the aims and objectives of the Company.
Legal Foundation
Law no. 40 of 2007 concerning Limited Liability Companies as amended by Government Regulation in Lieu of Law no. 2 of 2022 concerning Job Creation;
Work Ethics
Structure and Membership
The number of members of the Board of Commissioners consists of at least 2 (two) people, one of whom is appointed as main commissioner. The Company’s Board of Commissioners consists of 2 (two) or more members of the Board of Commissioners with the following provisions:
Department Time
(i) Pass away
(ii) His term of office is over
(iii) Declared bankrupt
(iv) No longer fulfills the requirements as a Commissioner and/or independent Commissioner
(v) Resigned and his resignation was accepted by the GMS
(vi) Dismissed based on a GMS decision with clear and acceptable reasons
4. After their term of office ends, members of the Board of Commissioners can be reappointed by the GMS. Independent Commissioners can serve for 2 (two) terms and be reappointed for a 3 (three) term by stating that they remain independent to the GMS.
Board of Commissioners
Firdaus, Ak., MBA
President Commissioner
Mohamad Indra Permana
Commissioner
Herliana Dewi
Independent Commissioner
The Board of Directors Charter is a document prepared to regulate matters relating to the implementation of the management and responsibilities of the Board of Directors for the benefit of PT Mutuagung Lestari Tbk. (“Company”) and in accordance with the aims and objectives of the Company.
Legal Foundation
Work Ethics
Membership
The number of members of the Board of Directors consists of at least 2 (two) people, one of whom is appointed as President Director. By paying attention to provisions in the capital markets sector, the Company is required to have an Independent Director of at least 1 (one) person from the ranks of the Board of Directors.
Masa Jabatan
(i) Passed away
(ii) His term of office is over
(iii) Declared bankrupt
(iv) No longer meets the requirements as a member of the Board of Directors and/or independent Director
(v) Resigned and his resignation was accepted by the GMS
(vi) Dismissed based on a GMS decision with clear and acceptable reasons
4. After their term of office ends, members of the Board of Directors can be reappointed by the GMS.
Duties, Responsibilities and Authorities
Board of Director
Arifin Lambaga
President Director
Sumarna
Director
Irham Budiman
Director
The Audit Committee is an integral part of the Company’s efforts to implement the principles of good corporate governance (Good Corporate Governance or GCG), namely transparency, accountability, responsibility, independence and justice.
Membership
Membership Requirements
Duties and responsibilities
The Audit Committee has duties and responsibilities, including:
Authority
In carrying out its duties, the Audit Committee has the following authority:
Work Procedures and Procedures
In carrying out its duties and responsibilities, the Audit Committee prepares an annual work program and reports it to the Board of Commissioners. The Audit Committee’s annual work program is adjusted and aligned with the Company’s financial reporting cycle.
Audit Committee Meeting
Handling Complaints or Reports Regarding Alleged Violations Related to Financial Reporting
The Company provides facilities for complaints (whistleblowers). These complaints include complaints related to employees and stakeholders of the Company. The complaint handling system is in accordance with what is regulated in the internal audit violation complaint system. The Audit Committee reviews the effectiveness and efficiency of the violation complaint system.
Reporting
Audit Committee
The formation of the Nomination and Remuneration Committee is an inseparable part of the Company’s efforts to implement the principles of good corporate governance.
Legal Foundation
Code of Ethics
Membership
The Nomination and Remuneration Committee consists of at least 3 (three) members, with the following provisions:
(i) 1 (one) chairman and member, who is an independent Commissioner; And
(ii) Other members, who can come from:
(i) Has no affiliation with the Company, members of the Board of Directors, members of the Board of Commissioners, or the main shareholders of the Company;
(ii) Have experience related to Nomination and/or Remuneration; And
(iii) Does not hold concurrent positions as a member of other committees owned by the Company;
4. Members of the Board of Directors cannot be members of the Nomination and Remuneration Committee.
Department Time
Duties and responsibilities
(i) Provide recommendations to the Board of Commissioners regarding:
(ii) Assist the Board of Commissioners in assessing the performance of members of the Board of Directors and/or members of the Board of Commissioners based on benchmarks that have been prepared as evaluation material;
(iii) Provide recommendations to the Board of Commissioners regarding capacity development programs for members of the Board of Directors and/or members of the Board of Commissioners; And
(iv) Providing proposals for candidates who meet the requirements as members of the Board of Directors and/or members of the Board of Commissioners to the Board of Commissioners to be submitted to the GMS.
2. Related to the Remuneration function:
(i) Provide recommendations to the Board of Commissioners regarding:
(ii) Assist the Board of Commissioners in conducting performance assessments in accordance with the remuneration received by each member of the Board of Directors and/or members of the Board of Commissioners.
Nomination and Remuneration Committee
Legal Foundation
Appointment, Dismissal and Resignation:
Functions and Responsibilities of the Corporate Secretary:
Code of Ethics
Company Secretary
This Audit Charter is a formal document that contains acknowledgment of the existence and commitment of the Company’s leadership to the function of the Internal Audit Unit (“UAI”). This Charter is used as the basis for the existence and implementation of the supervisory duties of the Company’s UAI auditors and so that it is known to workers and other related parties, so that mutual understanding and good cooperation can be achieved in realizing the Company’s Vision and Mission.
Legal Foundation
Vision and mission
The Company’s UAI vision is to become an independent, objective, working partner for the Board of Directors trustworthy and responsive in its efforts to support the Board of Directors’ duties to achieve the target.
The Company’s UAI mission is as follows:
Duties and responsibilities
The duties and responsibilities of the Company’s UAI are as follows:
Position and Authority Structure
The structure and position of the Company’s UAI are as follows:
Requirement
The requirements that must be fulfilled by internal auditors in the Company’s UAI are as follows:
Authority
The authority of the Company’s UAI is as follows:
Code of Ethics
In carrying out its duties, UAI must have a Professional Code of Ethics that refers to the International Standards for the Professional Practice of Internal Auditing from The Institute of Internal Auditors, including compliance with the Internal Audit Code of Ethics as follows:
Task Trap
Executors/officials at the Company’s UAI may not hold concurrent duties or positions in the company’s operational activities either at the Company or its subsidiaries.
Thus, the PT Mutuagung Lestari Tbk Internal Audit Implementation Charter has been prepared and must be implemented by all Internal Auditors with a full sense of responsibility.
Board of Director
Arifin Lambaga
President Director
Sumarna
Director
Irham Budiman
Director