IDX IDR 520 (-2.88%) 24-03-2023 05:42

Corporate Governance

Audit Committee

Audit Committee
  • Mirza Adityaswara
  • Djalaludin Djaprie
  • Iman Subekti
Nomination and Remuneration Committee
  • Mirza Adityaswara
  • Widiyanti Putri
  • Sutarto Hadi
Risk Management and Investment Committee
  • Indracahya Basuki
  • Santos Ibrahim Noor
  • Nurcahya Basuki
Sustainability and Social Responsibility Committee
  • Dr. Yaya Rayadin
  • Shakeb Afsah
  • Richard Bruce Ness

Audit Committee

The Company’s Audit Committee has been established in accordance with the prevailing laws and regulations based on the Decree of the Board of Commissioners No. 01/SK-DEKOM/TPA/XI/2021 dated November 29, 2021 regarding the Establishment of the Audit Committee of PT Teladan Prima Agro Tbk and the Decree of the Board of Commissioners of PT Teladan Prima Agro Tbk No. 02/SK-DEKOM/TPA/XI/2021 dated November 29, 2021 regarding the Establishment of the Audit Committee Charter of PT Teladan Prima Agro Tbk.

The Audit Committee has an Audit Committee Charter as a guide for the implementation of the duties of the Audit Committee which has referred to and is in accordance with OJK Regulation No. 55/22015, where this charter was ratified by the Company’s Board of Commissioners on November 29, 2021. The term of office of members of the Audit Committee is no longer than the term of office of the Board of Commissioners as stipulated in the articles of association and can be re-elected only for the next 1 (one) period.

The duties and responsibilities of the Audit Committee in accordance with the Audit Committee Charter which has been prepared and determined by the Decree of the Company’s Board of Commissioners are as follows:

  1. Reviewing the financial information to be issued by the Company to the public and/or authorities, including financial reports, projections and other reports related to the Company’s financial information;
  2. Reviewing compliance with laws and regulations relating to the Company’s activities;
  3. Provide an independent opinion in the event of a difference of opinion between the management and the accountant on the services provided;
  4. Provide recommendations to the Board of Commissioners regarding the appointment of an Accountant based on independence, scope of assignment and remuneration for services;
  5. Reviewing the implementation of the audit by the internal auditor and supervising the follow-up implementation by the Board of Directors on the findings of the internal auditor;
  6. Reviewing the risk management implementation activities carried out by the Board of Directors;
  7. Reviewing complaints related to the Company’s accounting and financial reporting processes;
  8. Reviewing the independence and objectivity of public accountants;
  9. Reviewing the adequacy of the audits carried out by public accountants;
  10. Conducting examinations on allegations of errors in the decisions of the Board of Directors meeting or irregularities in the implementation of the results of the Board of Directors meeting decisions;
  11. Submit a report on the results of the review to all members of the Board of Commissioners of the Company after the completion of the report on the results of the review conducted by the Audit Committee;
  12. Reviewing and providing advice to the Board of Commissioners regarding potential conflicts of interest in the Company; and
  13. Maintain the confidentiality of the Company’s documents, data, and information

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Nomination and Remuneration Committee

The Nomination and Remuneration Committee is a committee established by and responsible to the Board of Commissioners in assisting in carrying out the functions and duties of the Board of Commissioners related to nomination and remuneration. Based on OJK Regulation No. 34/2014, the Company has established a Nomination and Remuneration Committee based on the Decree of the Board of Commissioners of PT Teladan Prima Agro Tbk No. 03/SK DEKOM/TPA/XI/2021 dated November 29, 2021 regarding the Establishment of the Nomination and Remuneration Committee of PT Teladan Prima Agro Tbk.

The Company’s Nomination and Remuneration Committee Guidelines are stipulated by the Company’s Board of Commissioners based on the Decree of the Board of Commissioners of PT Teladan Prima Agro Tbk No. 04/SK DEKOM/TPA/XI/2021 dated November 29, 2021 regarding the Establishment of Guidelines for the Nomination and Remuneration Committee of PT Teladan Prima Agro Tbk regarding the Establishment of Guidelines for the Nomination and Remuneration Committee of the Company.

The duties and responsibilities of the Company’s Nomination and Remuneration Committee in general are as follows:

Related to the Nomination function:

  1. Provide recommendations to the Board of Commissioners regarding:
    a. Composition of the positions of members of the Board of Directors and/or members of the Board of Commissioners;
    b. Policies and criteria required in the Nomination process; and
    c. Performance evaluation policies for members of the Board of Directors and/or members of the Board of Commissioners;
  2. 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 the benchmarks that have been prepared as evaluation material;
  3. Provide recommendations to the Board of Commissioners regarding the capacity building program for members of the Board of Directors and/or members of the Board of Commissioners; and
  4. Provide 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 General Meeting of Shareholders.

Related to the Remuneration function:

  1. Provide recommendations to the Board of Commissioners regarding:
    a. Remuneration structure;
    b. Policy on remuneration; and
    c. The amount of remuneration;
  2. Assisting the Board of Commissioners in assessing performance in accordance with the remuneration received by each member of the Board of Directors and/or member of the Board of Commissioners.

Article 12 paragraph (1) OJK Regulation No. 34/2014 stipulates that the Nomination and Remuneration Committee is held regularly at least 1 (one) time in 4 (four months). Article 12 paragraph (2) further stipulates that nomination and remuneration committee meetings can only be held if attended by a majority of the members of the Nomination and Remuneration Committee and one of the majorities of the members of the Nomination and Remuneration Committee as referred to in letter a is the Chairman of the Nomination and Remuneration Committee.

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Risk Management and Investment Committee

By the increasing complexity of the duties and functions of the Board of Commissioners in performing its supervisory function then it is necessary to have Risk Management and Investment Committee established by and which is responsible to the Board of Commissioners in assisting to perform its duties and functions. Therefore, a Risk Management and Investment Committee of the Company was already established based on a Letter of Decision of the Board of Commissioners number 03/SK-DEKOM/TPA/I/2022 dated January 28, 2022. 

Therefore, it is deemed necessary to prepare a Charter of Risk Management and Investment Committee of the Company and stipulates it in a Decree of the Board of Commissioners number 04/SK-DEKOM/TPA/I/2022 dated January 28, 2022. In performing its functions, Risk Management and Investment Committee assumes the duties and responsibilities among others as follows: 

  1. Providing the Board of Commissioners with inputs as well as recommendations on the Company’s investment policies;
  2. Assisting the Board of Commissioners in giving professional and independent opinions in order to apply Enterprise Risk Management to the activities of risk management and investment policies implementation previously determined and performed by the Company;
  3. Analyzing and evaluating the risk management system, investment policies, internal control and assessing the investment risk tolerance of the Company;
  4. Assisting the Board of Commissioners in providing guidance and recommendations to the Board of Directors regarding the general practices of risk and investment management implementation comprehensively within the Company and subsidiaries.

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Sustainability and Social Responsibility Committee

Sustainability and Corporate Social Responsibility Committee is established to cooperate and coordinate with all units, to assist the Board of Commissioners to monitor corporate social responsibility and and business sustainability of the Company. Sustainability and Corporate Social Responsibility Committee has been established based on a Decree of the Board of Commissioners Number 01/SK-DEKOM/TPA/I/2022 dated January 28, 2022, regarding the Establishment of Sustainability and Corporate Social Responsibility Committee of the Company. 

In accordance with the Decree of the Sustainability and Corporate Social Responsibility Committee, in performing its functions, the Sustainability and Corporate Social Responsibility Committee assumes the duties and responsibilities among others as follows: 

  1. Providing for the Board of Commissioners with recommendations on the development and implementation of corporate social responsibility as well as the plan in terms of the development of preservation and sustainability of business of the Company and subsidiaries;  
  2. Supporting the supervision function of the Board of Commissioners in monitoring the development and implementation of the plan of corporate social responsibility and business sustainability programs of the Company and subsidiaries;
  3. Monitoring and ensuring that the implementation of the general practice of development of preservation and the business sustainability and corporate social responsibility in the Company and subsidiaries is conducted in accordance with the prevailing legislation.  
  4. Assisting the Board of Commissioners in ensuring that the aspects of environment and business sustainability of the operational activity of the Company and subsidiaries are identified, documented and evaluated accurately and periodically.  
  5. Assisting the Board of Commissioners in implementing the functions of supervisory, development, advice and direction to the Board of Directors of the Company on the aspects of the environment and business sustainability and corporate social responsibility of the Company.
  6. Assisting the Board of Directors to develop the competence of management and employees of the Company in respect to the aspects of environment, business sustainability and corporate social responsibility program.

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TELADAN PRIMA AGRO

Focused on managing sustainable palm oil plantations, mills, and renewable energy.

TPA is committed to safeguarding natural environment and contribute to the welfare and economic development of Indonesia

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