About Us

The Audit Committee is a committee under the Board of Commissioners. In 2013, the composition of the Company’s Audit Committee was as follows:

Name	Position	Funcion
David Emlyn Parry	Chairman	Also as Independent Commissioner and responsible for all activities of the Audit Committee
Tavip Santoso	Member	Responsible for law & compliance
Tufrida Hasyim	Member	Responsible for accounting and/or finance

Duties and Responsibilities of the Audit Committee

• Conducted reviews on financial information issued by the Company such as Financial Statements, and other financial information.
• Conducted reviews on the Company’s compliance to relevant and applicable legislations and regulations governing the activities of the Company as a public listed entity.
• Conducted reviews on the implementation of inspections by the internal auditor.
• Reported to the Board of Commissioners of potential risks which may affect the Company and implement risk management policies and procedures as set forth by the Board of Directors.
• Maintained the confidentiality of documents, data, and other information of the Company.

Audit Committee Charter

The Board of Commissioners has set out a charter the Audit Committee Charter as guidance for the Audit Committee in performing its duties and responsibilities in a transparent, competent, objective and independent manner so that it can be accounted and accepted by all parties concerned.

Independence of Audit Committee

Bapepam-LK regulation on Audit Committee requires that Audit Committee must consist of at least three members, one of whom is an Independent Commissioner, in this case is chaired by David Emlyn Parry.

And two other members must be independent, with at least one having expertise in accounting and or finance.

To meet the independence requirements which applicable with regulations in Indonesia, members of the Audit Committee are not appointed from executive officers of the public accounting firm that provides audit services and/or non-audit services to the Company within the proceeding six months. On this basis, the Company appointed 2 (two) members of the Audit Committee who met the independence requirements of no conflict of interest with the Company, and especially with no family, financial, management, or ownership relationship with the Company.

Profile of the Audit Committee

David Emlyn Parry (Chairman)

Appointed as Independent Commissioner and Chairman of the Audit Committee since 2013 (see profile of BOC on page 33).

Tavip Santoso (Member)

Tavip Santoso earned his Bachelor of Business Administration degree in 1990 from the Indonesian Open University (Universitas Terbuka-UT), before obtaining his Master of Business Administration degree in 1995 from the Royal Melbourne Institute of Technology (RMIT University), Australia. He has more than 14 years in senior management positions in major corporations and his expertise ranges from corporate finance, share/asset valuation to strategic and investment management.

Tufrida Hasyim (Member)

Tufrida Murniati Hasyim earned her Bachelor degree in Statistics from the Bogor Agricultural Institute in 1982, and earned her Magister degree from the University of Indonesia in 1991. She has proficiency certification as a CMA (Certified Management Accountant) from the Institute of Certified Management Accountanting (ICMA), Australia, since 2006, as a QIA (Qualified Internal Auditor) from the QIA Certification Boards.Since 2009, and as a CFP (Certified Financial Planner) from the Financial Planning Standards Board (FPSB) since 2013. Her experience in both private and education sectors spans more than 20 years.

Brief Report on the Audit Committee Activities

In 2013, the Audit Committee conducted various activities to assist the Board of Commissioners in monitoring the Company’s activities and operations. A brief report on the Audit Committee activities in 2013 is as follows:

• Reviewing the audited Financial Statements of the Company’s toll road, ports and water supply subsidiaries for the fiscal year 2012 by the external auditor.
• Conduct site visits to the Company’s existing projects in toll roads, ports and water sectors together with the Internal Audit Committee to review and evaluate the technical, financial and commercial with performance of the projects.
• Prepare of Site Visit Reports detail visit findings and propose recommendations for improvements in performance for submission to the Board of Commissioners.
• Review of risk management procedures and the Company’s investment/divestment approvals process for new projects.

NOMINATION AND REMUNERATION COMMITTEE

The Nomination and Remuneration Committee (NRC) duties is to assist the Board of Commissioners in establishing the selection criteria and prepare candidates for the Board of Commissioners and the Board of Directors, and recommendations on their remuneration systems.

The Nomination and Remuneration Committee (NRC) consists of member of the Board of Commissioners and is chaired by a Commissioner and/or third party professional from outside the Company.

NRC is a committee under the Board of Commissioners. In 2013, the composition of the Company’s Nomination and Remuneration Committee is as follows:

Name	Position
David Emlyn Parry	Chairman
Satya Radjasa	Member

Profile of Nomination and Remuneration Committee

David Emlyn Parry (Chairman)

Appointed as Independent Commissioner and Chairman of the Nomination and Remuneration Committee since 2013. (Read full profile on page 33)

Satya Radjasa (Member)

Officially appointed as member of the Nomination and Remuneration Committee since 2013. Satya Radjasa hasa Master of Business Administration degree from Institut Pengembangan Manajemen Indonesia (2006-2007). He has held several strategic positions in Fast Moving Consumer Group companies and as a Senior Expert Reward & Remuneration.

In 2008, he joined Hay Consultant Group and focused in developing his expertise in Organization building, Talent Management, and Reward and Remuneration. Until the end of his period at Hay Group, he reported directly to the President Director.

In 2010-2012, in order to complement his exposure as a practitioner, he joined Unilever Indonesia and held the first position ever created in Unilever Indonesia, which was the only Contact Person Reward of Indonesia (local country). In 2012, he rejoined Hay Group to sharpen his expertise in Organization design and building, and reward & remuneration. In April 2014, he officially joined Mercer Indonesia as Business Leader of Indonesia, one of the key positions and part of the top executive in Mercer Indonesia.

Duties and Responsibilities of NRC

The duties and responsibilities of the Nomination and Remuneration Committee are as follows:

• Assist the Board of Commissioners in establishing the selection criteria of candidates for the Board of Commissioners and the Board of Directors, and their remuneration system; and
• Assist the Board of Commissioners in preparing candidates for the Board of Commissioners and the Board of Directors, and recommend the amount of remuneration.

Term of Office of the Nomination and Remuneration Committee

Members of the Company’s Nomination and Remuneration Committee were appointed by the Board of Commissioners for the period of office since 10 December 2013 until the end of term of office of members of the Board of Commissioners appointed in the Annual GMS on 24 May 2013.

INVESTMENT AND STRATEGY COMMITTEE

The Investment and Strategy Committee (ISC) is tasked with proposing, reviewing, directing, and overseeing all business development strategies of the Company in carrying out the Company’s investment policies, and submit proposals to the Board of Commissioners for approval.

The ISC consists of members of the Board of Directors. The Company’s ISC was formed to formulate an integrated plan with the Company’s strategic advantages to business environment challenges. The plan is designed to ensure that the main objectives of the Company can be achieved through proper and consistent implementation of activities undertaken by the Company.

In 2013, the composition of ISC is as follows:

Name	Position
Muhammad Ramdani Basri	Chairman
Danni Hasan	Member
Dr. John Scott Younger, OBE FICE	Member

Duties and Responsibilities of ISC

Investment and Strategy Committee has duties to:

1. Assist in preparing the Investment Policy and Annual Investment Technical Guidelines;
2. Help review and analyze the financial, legal and other aspects of certain investment/divestment proposals by considering the aspect social, political, economic, and environmental factors when the investment/divestment proposal is submitted;
3. Provide recommendations on the results of analysis done on any proposed investment/divestment, including the background and clear reasons of acceptance or rejection of the proposed investment/divestment; and
4. Provide consideration in order to decide on the implementation of investment/divestment as referred to in points 2 and 3 above.

Term of Office Investment and Strategy Committee

The period of office of the Company’s Investment and Strategy Committee started from 10 December 2013 until the end of term of office of members of the Board of Commissioners appointed in the Annual GMS on 24 May 2013.

Brief Report on the ISC Activities

In fiscal year 2013, The Investment and Strategy Committee of the Company, formed on 10 December 2013, has executed 1 (one) meeting to review the Company’s investment plan in Infrastructure sector.