NOMINATION & REMUNERATION COMMITTEE

Based on the Decision of the Board of Commissioners of the Financial Services Authority No. 34 /POJK.04/2014 On December 8, 2014, the Company formed the Company's Nomination and Remuneration Committee based on a Decree dated April 1, 2019.

Accordingly, the composition of the Nomination and Remuneration Committee is as follows:

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Imron Hamzah

Chief of Nomination & Remuneration Committee

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Piter

Member of Nomination & Remuneration Committee

Suhartono, MPA, Ak., CPA, CA

Member of Nomination & Remuneration Committee

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Ayu Perwitasari

Member of Nomination & Remuneration Committee

The duties and responsibilities and authorities of the Nomination and Remuneration Committee The Guidelines and Rules of Work of the Remuneration and Nomination Committee are as follows:

Related to Nomination Policy:

  1. provide recommendations to the Board of Commissioners regarding:

    • composition of positions of members of the Board of Directors and / or members of the Board of Commissioners;

    • policies and criteria needed in the Nomination process; and

    • performance evaluation policy for members of the Board of Directors and / or members of the Board of Commissioners;

  2. assist the Board of Commissioners in evaluating 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;

  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 qualify 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.

 

Related to the Remuneration function:

  1. provide recommendations to the Board of Commissioners regarding:

    • Remuneration structure;

    • policy on Remuneration; and

    • the amount of Remuneration;

  2. assist the Board of Commissioners in evaluating performance in accordance with the remuneration received by each member of the Board of Directors and / or members of the Board of Commissioners.

 

 

Meeting Frequency and Attendance of Nomination and Remuneration Committee Members

Since the appointment until 31 December 2019, the Nomination and Remuneration Committee has held 3 (three) meetings in connection with the performance of the Directors and Board of Commissioners. All members of the Nomination and Remuneration Committee were present at the meeting.

A short report from the Nomination Committee includes:

  1. Prepare composition of the nomination process for members of the Board of Directors and / or members of the Board of Commissioners.

  2. Develop a capacity building program for members of the Board of Directors and / or the Board of Commissioners.

                           

Short remuneration report, including:

  1. Arrange the Remuneration structure for members of the Board of Directors and / or members of the Board of Commissioners.

  2. Prepare policies on remuneration for members of the Board of Directors and / or members of the Board of Commissioners.

  3. Prepare the amount of Remuneration for members of the Board of Directors and / or members of the Board of Commissioners.

AUDIT COMMITTEE

Appointment and dismissal of members of the Company's Audit Committee in accordance with the Audit Committee in accordance with the Decision of the Board of Commissioners of the Financial Services Authority No. 55 /POJK.04/2015 December 23, 2015 concerning the Establishment and Guidelines for the Implementation of the Audit Committee's Work, and PT Indonesia Stock Exchange Regulation No.1- A About Listing of Shares and Equity Securities Other Than Shares Issued by Listed Companies with Attachment I of Directors' Decree of the Indonesia Stock Exchange No. KEP-00001 / BEI / 01-2014 dated January 20, 2014.

Based on the Commissioners Decree regarding the Membership Composition of the Company's Audit Committee dated April 1, 2019, the following is the composition of the Company's Audit Committee membership:

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Drs. Anis Baridwan, MBA.

Chief of Audit Committee

Didit Lasmono

Member of Audit Committee

Tarkosunaryo, SE

Member of Audit Committee

​Duties and Responsibilities of the Audit Committee:

The duties and responsibilities of the Audit Committee are in accordance with POJK Number 55 / POJK.04 / 2015, as follows:

 

  • reviewing financial information that will be released by the Company or Public Company to the public and / or authorities, including financial statements, projections and other reports related to financial information of the Company or Public Company;

  • reviewing compliance with laws and regulations relating to the activities of the Company or Public Company;

  • provide independent opinion in the event of disagreement between management and the accountant for the services provided;

  • provide recommendations to the Board of Commissioners regarding the appointment of an Accountant based on independence, the scope of the assignment, and compensation for services;

  • reviewing the implementation of audits by internal auditors and supervising the implementation of follow-up by the Directors on the findings of internal auditors;

  • reviewing the implementation of risk management activities carried out by the Directors, if the Company or Public Company does not have a risk monitoring function under the Board of Commissioners;

  • examine complaints relating to the accounting process and financial reporting of the Company or Public Company;

  • examine and provide advice to the Board of Commissioners related to the potential conflict of interests of the Company or Public Company; and

  • maintain the confidentiality of Company or Public Company documents, data and information.

Frequency of Meetings and Attendance of Audit Committee Members

Since the appointment until 31 December 2019, the Audit Committee has held 4 (four) meetings in connection with the implementation of the Company's business activities. All members of the Audit Committee attended the meeting.

The Audit Committee's brief report includes:

Compile the implementation of risk management activities, internal audit function, and audit by accountants.

INTERNAL AUDIT

In accordance with the Decision of the Board of Commissioners of the Financial Services Authority No. 56 /POJK.04/2015 dated 23 December 2015 concerning the Formation and Guidelines for the Preparation of Internal Audit Charter, the Company has formed an Internal Audit Unit based on Directors' Decree Number: B.010 / SKD / IAU / DIR-ET / IV / 2019 dated 1 April 2019.

Irnaldy Trinanda

Internal Audit

 

Duties and Responsibilities of Internal Audit Unit:

The duties and responsibilities of the internal audit unit in accordance with the Internal Audit Charter are as follows:

  1. Prepare and implement an annual Internal Audit plan;

  2. Test and evaluate the implementation of internal control and risk management systems in accordance with Company policy;

  3. Checking and evaluating the efficiency and effectiveness of all Company activities;

  4. Prepare and carry out special audits (investigative audit) at the request of management;

  5. Based on the results of audits, provide input / recommendations to improve or improve the systems and procedures and the Company's policies so that efficiency and effectiveness are achieved in line with the Company's Vision and Mission;

  6. Prepare an audit report and submit the audit report to the President Director and the Board of Commissioners;

  7. Monitor, analyze and report the implementation of the improvements that have been suggested;

  8. Cooperate with the Audit Committee;

  9. Develop a program to evaluate the quality of its Internal Audit activities;

  10. Provide input to the Company's management regarding environmental changes, business risks that arise, and other things that can affect the results and performance of the Company.

Internal control system and internal control implementation

 

Currently the internal control system established by the Company is still within the Company's management policies, including:

  • Operational effectiveness and efficiency

  • Financial reporting reliability

  • Compliance with applicable laws and regulations

 

Whereas the implementation of internal supervision is carried out by an internal audit referred to in the duties and responsibilities of the internal audit unit.


Efforts to Manage Risk

 

  1. Maintaining good relations with customers.

  2. Maintaining the quality and quality of property.

  3. Fostering good relations between employees and the Company and Subsidiaries.

  4. Following the development of technological systems required by the Company.

INTERNAL AUDIT CHARTER

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PT ENVY TECHNOLOGIES INDONESIA TBK
Rajawali Tower 23rd floor
Jl. Dr. Ide Anak Agung Gde Agung, Lot #5.1
Kuningan – Jakarta Selatan 12950
T. +62 21 576 1437 / +62 21 576 1438

F. +62 21 576 1435

Email : business@envytech.co.id

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