To boost the Board of Commissioners’ effective implementation of its responsibility based on the Regulation of the Financial Services Authority Number 55/POJK.04/2015 dated 23 December 2015, the Board of Commissioners appointed and reported the appointment of Audit Committee’s members through the Letter Number 070/JAPFA-OJK/LD-CS/IV/2017 dated 5 April 2017 on the Changes of the Company’s Audit Committee’s members. However, the Company had established and appointed members of the Audit Committee on 21 February 2002 based on the Letter to Jakarta Stock Exchange No. 006/Japfa-BEJ/LD-YS/2002.
To carry out its duties and responsibilities for controlling and assessing the organization, the Audit Committee has a work manual as stated in Audit Committee Charter. The Audit Committee Charter stipulates, among others, duties and responsibilities of the Committee, stipulation of Audit Committee’s work procedure and responsibility. The Audit Committee Charter was developed based on the regulation and prevailing law and is constantly under review and was validated by PT Japfa Comfeed Indonesia Tbk’s Board of Commissioners on 5 July 2013.
Audit Committee Charter contains:
An Independent Commissioner and two professional members from the external parties lead the Audit Committee, pursuant to the provisions stipulated in OJK Regulation Number 55/ POJK.04/2015 dated 23 December 2015 concerning the Establishment and the Guideline for the Work Implementation of the Audit Committee. The Audit Committee has performed their duties and responsibilities professionally and independently
PT Japfa Comfeed Indonesia Tbk’s Audit Committee Charter states that the duties of responsibilities of the Audit Committee are to provide the Board of Commissioners with opinion concerning report or other matters submitted by the Board of Directors to the Board of Commissioners, identify matters demanding Board of Commissioners’ attention, and implement other duties related to the Board of Commissioners’ duties, which include:
In carrying out duties and responsibilities, the Audit Committee has the authority to access to internal audit report and other reports as required and directly communicate with both the internal audit and the external audit.
As stipulated in OJK’s regulation, POJK Number 55/POJK.04/2015 concerning the Establishment and Guidelines of Work Implementation of Audit Committee, the Audit Committee holds regular meetings at least once in 3 (three) months.
In performing its work, the Audit Committee conducted a number of audit activities, such as the following:
Pursuant to OJK Regulation Number 34/POJK.04/2014 concerning the Nomination and Remuneration Committee of Issuer or Listed Company, in 2015 the Company established the Nomination and Remuneration Committee based on the Board of Commissioners’ Resolution dated 17 September 2015, Number 001/JAPFA-KNR/ IX/2015.
The Nomination and Remuneration Committee shall act independently and perform its duties. An Independent Commissioner leads the Committee.
The Nomination and Remuneration Committee, beside holding Internal Meetings, also conducts Meeting with the Board of Commissioners to recommend the Composition of the members of the Board of Commissioners and Directors who will end their terms of office at the Annual General Meeting of Shareholders in 2019, based on the criteria needed in the nomination process.
The Nomination and Remuneration Committee provides recommendations to the Board of Commissioners regarding Wage Scale, policies and the amount of Remuneration.
Members of the Board of Directors have a very important role in defining the vision and strategic goals of a company, as well as ensuring the organization fulfills its mission. Succession planning to ensure a smooth transition when a member of the Board of Directors quits or changes in position becomes very important so that the continuity of the company can proceed. The responsibility for preparing, reviewing, proposing succession plans and helping to ensure the readiness of replacement personnel for members of the Board of Directors is the main responsibility of the Nomination and Remuneration Committee.