The Audit Committee is established by and directly responsible to the Board of Commissioners. The Audit Committee provides an independent opinion to matters that require the attention of the Board of Commissioners with reference to the GCG principles as well as prevailing laws and regulations.

The main function of the Audit Committee is to monitor and evaluate the audit planning as well as supervise the follow-up of audit results to assess the adequacy of internal controls, including the adequacy of the financial reporting process. All members of the Committee are appointed and dismissed by the Board of Commissioners Decree.

Legal Basis

The establishment of the Audit Committee refers to:

- Article 28, Paragraph 4 of OJK Regulation No. 33/POJK.04/2014 dated December 8, 2014 concerning the Board of Directors and Board of Commissioners of Issuers or Public Companies (POJK No. 33/2014).
- OJK Regulation No. 55/POJK.04/2015 dated December 23, 2015 concerning The Guidelines on the Establishment of the Audit Committee (POJKNo.55/2015).
- Indonesia Stock Exchange Regulation No. I-A.

The following are the composition of the Audit Committee and the profile of its members:

1. Agung Firman Sampurna
Chairman

He was appointed as Chairman of Audit Committee based on the Company’s Board of Commissioners Decree dated September 29, 2022. He also serves as the Company’s President Commissioner and Independent Commissioner; therefore, his profile has been presented in the profile of the Board of Commissioners.

He was appointed as Member of Audit Committee based on the Company’s Board of Commissioners Decree dated June 12, 2023. He also serves as the Company’s Independent Commissioner; therefore, his profile has been presented in the profile of the Board of Commissioners.

Indonesian citizen, 52 years old. He obtained a Diploma of Accounting degree from Yayasan Administrasi Indonesia (YAI), Jakarta in 1992. He served as Senior Stock Keeper at PT Citra Nurrahayu International, Jakarta (1993-1994), Jr. Accountant at PT Mercantile Athletic Club, Jakarta (1994-1995), Sr. Assistant Accounting & Regulatory Control at PT Bank Bali Tbk, Jakarta (1995-2001), Sr. Tax Control at PT Bank Bali Tbk, Jakarta (2001-2002), Finance & Accounting Manager at PT Rahayu Arumdhani International, Jakarta (2002-2006), Finance & Accounting Manager at PT Kriya Mandiri Rasa, Jakarta (2006-2007), and Finance & Accounting Manager at PT United Entertainment International, Jakarta (2007-2010).

Raden Rudy Irwanto does not have any affiliation with other members of the Board of Commissioners, and members of the Board of Directors.

The Audit Committee’s independence is reflected in the implementation of its duties and responsibilities in a professional manner without interference from any party in providing counsel and inputs to the Board of Commissioners.

The Company has released the Audit Committee Charter, which was last updated on October 18, 2022, and subsequently ratified by the Board of Commissioners. This Audit Charter outlines the formation of the Committee, its duties and responsibilities, authorities, composition, prerequisites for committee members, the execution of its tasks, and the duration of their tenure.

The Nomination and Remuneration Committee assists the Board of Commissioners in performing oversight functions. The Committee also ensures the objective, effective and efficient nomination process for strategic management positions and the remuneration determination process.

The Committee provides professional opinions and recommendations to the Board of Commissioners related to the determination of salary and honorarium, bonus and allowances for Commissioners, Directors and employees of the Company, including structure, terms, and the execution of long-term incentives for the Board of Directors. The Committee also provides recommendations to the Board of Commissioners on matters related to the implementation of the management and employee stock option program (MESOP).

Members of the Nomination and Remuneration Committee are appointed and dismissed by the Board of Commissioners Decree. The establishment of the Committee refers to OJK Regulation No. 34/POJK.04/2014 dated December 8, 2014 concerning the Nomination and Remuneration Committee of Issuers or Public Companies, as well as the Decree of the Board of Commissioners dated September 29, 2022.

The following are the composition of the Nomination & Remuneration Committee and the profile of its members in 2022:

1. Ricky Herbert Parulian Sitohang
Chairman
He was appointed as Chairman of Nomination and Remuneration Committee based on the Company’s Board of Commissioners Decree dated September 29, 2022. He also serves as the Company’s Independent Commissioner; therefore, his profile has been presented in the profile of the Board of Commissioners.

2. Liliana Tanaja Tanoesoedibjo
Member
She was appointed as Member of Nomination and Remuneration Committee based on the Company’s Board of Commissioners Decree dated September 29, 2022. She also serves as the Company’s Commissioner; therefore, her profile has been presented in the profile of the Board of Commissioners.

3. Rully Rakhmatullah
Member
Indonesian citizen, 50 years old. He was appointed as Member of Nomination and Remuneration Committee based on the Company’s Board of Commissioners Decree dated September 29, 2022. He obtained a Bachelor of Economics degree from Universitas Terbuka, Bogor, in 1996 and a Master of Operations Management degree from the Universitas Mercubuana, Jakarta in 2011. His work experiences include, among others, as Officer of PT Jasa Marga, Jakarta (1991-1994), PT Marga Mandalasakti, Jakarta with his last position as Division Head of HR, GA & Procurement (1995-2012), Director of PT Pejagan Pemalang Tol Road (2013-2014), Director of PT Trans Jabar Tol (2013-2015), President Director of PT Trans Jawa Paspro Toll Road (2013-2015), Vice President HR, GA & Procurement PT MNC Tol Road (2013-2015), HR & GA Director PT MNC Land Tbk (2017-2018), and Senior Vice President Corporate Human Capital & General Service PT MNC Asia Holding Tbk (2016-present).

Rully Rakhmatullah has no affiliation with members of the Board of Commissioners and other members of the Board of Directors.

Nomination and Remuneration Committee Charter

The Company’s Nomination and Remuneration Committee has issued the Nomination and Remuneration Committee Charter. The charter was proposed, prepared, and reviewed periodically by the Committee, functions as a guideline for the Committee to prepare, determine and propose in carrying out independent, objective, effective and transparent duties and responsibilities and can be accounted for and accepted by all interested parties.

The Corporate Governance Committee is the committee established and responsible to the Board of Commissioners of the Company to assist the implementation of tasks and responsibilities of the BOC relating to protecting the interests of all our stakeholders and increasing value to the shareholders in accordance with the Corporate Governance principles. Members of the Corporate Governance Committee are appointed and dismissed by the Board of Commissioners decree.

The establishment of the Corporate Governance Committee refers to OJK Regulation No.33/POJK.04/2014 dated December 8, 2014 concerning the Board of Directors and the Board of Commissioners of Issuers or Public Companies, and the Board of Commissioners Decree, dated September 29, 2022.

The following are the composition of the Corporate Governance Committee and the profile of its members in 2022:

1. Ricky Herbert P. Sitohang
Chairman
He was appointed as Chairman of the Corporate Governance Committee based on the Company’s Board of Commissioners Decree dated September 29, 2022. He also serves as the Company’s Independent Commissioner; therefore, his profile has been presented in the profile of the Board of Commissioners.

2. Agung Fiman Sampurna

Member
He was appointed as Member of Corporate Governance Committee based on the Company’s Board of Commissioners Decree dated September 29, 2022. He also serves as the Company’s President Commissioner & Independent Commissioner; therefore, his profile has been presented in the profile of the Board of Commissioners.

3. Valencia Herliani Tanoesoedibjo

Member
She was appointed as Member of Corporate Governance Committee based on the Company’s Board of Commissioners Decree dated September 29, 2022. She also serves as the Company’s Commissioner; therefore, her profile has been presented in the profile of the Board of Commissioners.

Corporate Governance Committee Independency

The Corporate Governance Committee's independence is reflected in the implementation of its duties and responsibilities in a professional manner without interference from any party in providing counsel and inputs to the Board of Commissioners.

Corporate Governance Committee Charter

The Company has formulated the Corporate Governance Committee Charter, which undergoes regular reviews and evaluations.

The Charter outlines various aspects, including Objectives, Accountability, Membership Structure, Tenure, Duties and Responsibilities, Authorities, Meetings, and Reporting.

The establishment of the Risk Oversight Committee by the Board of Commissioners serves to reinforce their responsibilities and duties in relation to risk management within the Company. Operating under the authority of the Board, this committee's objective is to enhance the effectiveness of the Company's Good Corporate Governance (GCG) initiatives.

The establishment of the Risk Oversight Committee is in accordance with OJK Regulation No. 33/POJK.04/2014 dated December 8, 2014, regarding the Board of Directors and Board of Commissioners of Issuers or Public Companies, as well as the Board of Commissioners Decree dated September 29, 2022.

Profile of Risk Oversight Committee Members

1. Ricky Herbert Parulian Sitohang
Chairman
Appointed as the Chairman of the Risk Oversight Committee as per the Company's Board of Commissioners Decree dated September 29, 2022. Additionally, he holds the position of Independent Commissioner in the Company, thus his profile is detailed in the Board of Commissioners' profile.

2. Darma Putra
Member
Appointed as a Member of the Risk Oversight Committee as per the Company's Board of Commissioners Decree dated September 29, 2022. Furthermore, he holds the position of Vice President Commissioner in the Company, and his profile is also presented in the Board of Commissioners' profile.

3. Valencia Herliani Tanoesoedibjo
Member
Appointed as a Member of the Risk Oversight Committee according to the Company's Board of Commissioners Decree dated September 29, 2022. She also serves as a Commissioner in the Company, and her profile is provided in the Board of Commissioners' profile.

Independence of the Risk Oversight Committee

When evaluating and overseeing potential risks, the Risk Oversight Committee must perform its duties and responsibilities in a professional and independent manner, ensuring its opinions and recommendations are objective, independent, accountable, and free from any undue influence.

The Risk Oversight Committee has fulfilled the requirements of membership, expertise, experience, and integrity.