Work Guidelines for Directors and Commissaries
In carrying out its business activities, the Company always pays attention to and adheres to the principles of Good Corporate Governance as stipulated in the regulations of the OJK and the Indonesian Stock Exchange. Good Corporate Governance ("GCG") was basically created as a company control and regulatory system, which acts as a measure of the healthy performance of a company through good work ethics and work principles. This system keeps the Company managed in a directed manner to provide benefits for stakeholders.
Management realizes that the implementation of corporate governance requires awareness, hard work and support from third parties. In addition, management also realizes the importance of consistency and improvement in the implementation of good corporate governance.
Matters related to Good Corporate Governance (GCG) are carried out by the Company through the application of GCG principles including transparency, professionalism, accountability and accountability.
To implement corporate governance, the Company prepares the following tools: Board of Commissioners including Independent Commissioners, Directors, Corporate Secretary, Audit Committee and Internal Audit Unit.
Committee Work Guidelines
The Company has formed an Audit Committee and made an Audit Committee Charter. The Audit Committee Charter is a work guideline for the Audit Committee.
The Audit Committee is appointed as stipulated in OJK Regulation No. 55/2015, based on the Decree of the Company's Board of Commissioners No. 129/LG/BMM/III/2023 dated 24 March 2023.
This committee is tasked with providing independent professional opinion to the Company's Board of Commissioners regarding reports or matters submitted by the Company's Directors to the Company's Board of Commissioners and identifying matters that require the attention of the Company's Board of Commissioners.
Audit Committee Authorities:
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Access documents, data and information from Issuers or Public Companies regarding employees, funds, assets, and company resources as needed.
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Communicare directly with employees, including the Board of Directors and parties carrying out the internal audit function, risk management and accountants regarding the duties and responsibilities of the Audit Committee.
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Involve independent parties outside the members of the Audit Committe who are needed to assist in carrying out their work (if needed).
Bambang Widodo
Head of Audit Committee
A brief description of the education and work experience of the Chairman of the Audit Committee can be seen in the Company's Management and Supervision sub-chapter.
Eka Putri Prawati
Member of Audit CommitteeIndonesian Citizen. She graduated from Universitas Airlangga Surabaya in 1989 with Sarjana Akuntansi. Previously worked as Accounting Manager at PT Kristo Aditama.
Bobby Mandala Putra
Member of Audit Committee
Indonesian Citizen. Graduated from Institut Teknologi Bandung in 2021 with Master of Business Administration. Members of Audit Committee at PT Chemstar Indonesia Tbk. since 2022. Current position as VP Accounting and Finance at PT Hotel Indonesia Properti. Previously work as Financial Statement Manager at PT Garuda Indonesai (Persero) Tbk and Financial Statement Audit at Ernst and Young.Internal Audit Charter
The Company has also established an Internal Audit Unit and created an Internal Audit Charter to compile and carry out annual internal audits and other matters relating to financial reports and internal control in accordance with its duties and responsibilities.
In accordance with OJK Regulation No. 56/2015, the Company has established an Internal Audit Unit in accordance with the applicable rules and regulations. Based on Directors Decree No. 130/LG/BMM/HR/III/2023 dated 24 March 2023 regarding the appointment of the Head of the Internal Audit Unit.
The Company's internal audit charter has been prepared in accordance with OJK Regulation No. 56/2015 regarding the formation and guidelines for the preparation of an internal audit charter.
Internal Audit meetings are held periodically attended by the Chair and/or members together with the Board of Directors, Board of Commissioners and/or the audit committee.
In addition, the Company's internal audit also periodically evaluates compliance with laws and regulations for all activities and transactions carried out by the Company and evaluates the financial and operational information reporting system. The company's internal audit has provided recommendations to improve the efficiency of business processes and reporting systems to the company's management.
Linda Veronica
Internal Audit Head and Member
Indonesian Citizen who join the company from 2019. Graduated from Universitas Katholik Widya Mandala Surabaya in 2007 with Sarjana Akuntansi. Previously working at PT Fastrata Buana (Kapal Api Group) as a Branch Manager, PT Grogol Sarana Trans Jaya as an Accountant Manager and Head of Accounting at PT Profilia Indotech. She is not holding any Director or Commissioner position at other listed companies and is not affiliated with other members of the Board of Directors and the Board of Commissioners.
Internal Control System
Financial and operational control is carried out through supervision of each of its activities. The Company's Board of Directors actively supervises the Company's business operations through the internal audit unit which is tasked with overseeing the business processes carried out by the Company's employees. The Company's Board of Commissioners also periodically holds discussions with the audit committee to discuss weaknesses in the Company's business processes.
Regular reports make it easier for management to monitor and correct any deviations from financial and operational activities. Management also installs people with integrity and who are capable in their jobs to ensure that the internal control system runs as expected. The Company periodically reviews the internal control system. Supervision of the Company's assets is carried out with regular reports reviewed by internal auditors and external auditors.
Risk Management
In carrying out its business, the Company is faced with various risks described in Chapter VI of the Prospectus regarding Risk Factors. To minimize these risks, the Company carries out risk management, including:
Mitigation of Fluctuations in World Oil Prices
With the rise and fall of asphalt prices related to petroleum, the company enters into short-term contracts with asphalt sellers to balance the demand from the buyer. From the buyer side, the company also applies a spot price for retail buyers which will change based on asphalt price conditions in the international market.
Mitigation of Payment
When going to work on a project, the Company will submit budget estimates and payment terms to the Customer. The company has also maintained intense communication with its customers. If there are problems experienced by customers, the Company will first hold discussions with customers and will be addressed professionally.
Mitigation of Delays in Raw Materials
The company will carry out detailed details and calculations every month regarding the Company's inventory turnover, besides that the company will also detail and estimate each contract that requires raw materials by always updating regarding the availability and inventory turnover of raw materials in the Company. In addition, the Company will continue to look for vendors - other raw material vendors who have the same quality, which is expected to be able to fulfill the raw materials needed when many work contracts are obtained.
Mitigation of Business Competition
The Company will continue to increase its competitive advantage compared to competitors and besides that the Company will also continue to maintain good relations with customers and suppliers which have been very well established so far, in order to keep customers from moving to other competitors.
Mitigation of Government Policy
The risk of changes in government policies and regulations is also a risk that is categorized as force majeure or beyond the Company's control. However, if there is a change in policy or government regulation that is expected to impact the Company's operations, the Company's management will anticipate and minimize this risk with flexible business strategies.
Mitigation of Indonesian Political Conditions
Similar to Government Policy, the Risk of Indonesian Political Conditions is also a risk that is categorized as force majeure or beyond the Company's control. During this time, the Company's management will always pay attention to the existing political conditions and will adjust to the Company's policies and business strategies.
Mitigation of Lawsuits or Lawsuits
Mitigation that has been carried out by the Company so far is the management of the Company with the experience so far, carrying out business planning carefully, including when the Company requires additional capital using debt which does not affect the Company's financial condition in the future.